/raid1/www/Hosts/bankrupt/TCR_Public/240628.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 28, 2024, Vol. 28, No. 179
Headlines
122 WESTERN: Case Summary & Five Unsecured Creditors
ADVANCION HOLDINGS: Moody's Alters Outlook on 'B3' CFR to Negative
AEGIS TOXICOLOGY: Moody's Cuts CFR & Secured 1st Lien Debt to Caa1
AGILE THERAPEUTICS: Signs Merger Agreement With Insud Pharma
AGRO RESEARCH: Case Summary & 20 Largest Unsecured Creditors
AMERICAN RESIDENTIAL: Moody's Alters Outlook on B2 CFR to Negative
AMPHITRITE DIGITAL: Involuntary Chapter 11 Case Summary
APPLIED DNA: Leviticus Partners, AMH Equity Widen Stake to 7.21%
ASTRA ACQUISITION: DoubleLine ISF Marks $1.5MM Loan at 58% Off
ASTRA ACQUISITION: DoubleLine ISF Marks $9.6MM Loan at 69% Off
ASTRA ACQUISITION: DoubleLine OCF Marks $180,704 Loan at 58% Off
ASTRA ACQUISITION: DoubleLine YOF Marks $3.2MM Loan at 69% Off
ASTRA ACQUISITION: DoubleLine YOF Marks $548,669 Loan at 58% Off
ATLAS PURCHASER: DoubleLine ISF Marks $3.9MM Loan at 40% Off
ATLAS PURCHASER: DoubleLine OCF Marks $453,375 Loan at 40% Off
ATLAS PURCHASER: DoubleLine YOF Marks $2.1MM Loan at 40% Off
AVENUE THERAPEUTICS: All Three Proposals Passed at Annual Meeting
AXIS KC: Case Summary & 20 Largest Unsecured Creditors
BEYOND AIR: Appoints David Webster as Chief Commercial Officer
BEYOND AIR: Incurs $64.3M Net Loss in Fiscal Year Ended March 31
BIRD GLOBAL: Meland Budwick Represents Tort Creditors
BLUEGRASS RESOURCES: Case Summary & 17 Unsecured Creditors
BOSTON WINDOW: Case Summary & 20 Largest Unsecured Creditors
BURFORD CAPITAL: Moody's Affirms Ba2 CFR, Outlook Remains Positive
BYJUS ALPHA: DoubleLine ISF Marks $2.09MM Loan at 78% Off
BYJUS ALPHA: DoubleLine OCF Marks $182,689 Loan at 78% Off
CHARLES RIVER: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
CMTRD LLC: Case Summary & Three Unsecured Creditors
COFFEE HOLDING: Terminates Merger with Delta Corp Holdings Limited
COMMUNITY HEALTH: Novant Health to Terminate Sale Agreement
D AND J'S HASH: June 28 Hearing on Continued Cash Access
EMCORE CORP: Receives Notice From HCP-FVI Over Alleged Default
EMX ROYALTY: Announces Grant of Security-Based Compensation
EPR INVESTMENTS: Appointment of Chapter 11 Trustee Sought
ESE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
ETG FIRE MIDCO: Voluntary Chapter 11 Case Summary
EXELA TECHNOLOGIES: 5 of 7 Proposals Approved at Annual Meeting
FINTHRIVE SOFTWARE: DoubleLine ISF Marks $2.2MM Loan at 36% Off
FINTHRIVE SOFTWARE: DoubleLine OCF Marks $235,000 Loan at 36% Off
FINTHRIVE SOFTWARE: DoubleLine YOF Marks $785,000 Loan at 36% Off
FORTREA HOLDINGS: Fitch Lowers LongTerm IDR to 'BB-', Outlook Neg.
FTX TRADING: McCarter & English Represents Customers
H-FOOD HOLDINGS: S&P Downgrades ICR to 'CCC-', Outlook Negative
HARRAH LAND: U.S. Trustee Unable to Appoint Committee
HARVARD APPARATUS: All Three Proposals Approved at Annual Meeting
HAWAIIAN HOLDINGS: Initiates Exchange Offer for Sr. Notes Due 2026
HOVNANIAN ENTERPRISES: Moody's Ups CFR to B2 & Pref. Stock to Caa2
INNERLINE ENGINEERING: Seeks Continued Cash Access Thru Oct. 31
INNOVATE CORP: All Nine Proposals Approved at Annual Meeting
INTEGRITY CARBON: Case Summary & 20 Largest Unsecured Creditors
INTERSTATE CONSTRUCTION: Case Summary & 20 Unsecured Creditors
JAGUAR HEALTH: Regains Compliance with Nasdaq's Bid Price Rule
JEFFERSON CAPITAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
JO-ANN STORES: DoubleLine ISF Virtually Writes Off $711,750 Loan
JO-ANN STORES: DoubleLine YOF Virtually Writes Off $243,750 Loan
KRONOS ACQUISITION: Moody's Rates New $500MM First Lien Notes 'B2'
LASERSHIP INC: DoubleLine ISF Marks $1.02MM Loan at 17% Off
LASERSHIP INC: DoubleLine YOF Marks $345,000 Loan at 17% Off
LEO CHULIYA: Seeks to Use SBA Cash Collateral
LERETA LLC: DoubleLine ISF Marks $1.1MM Loan at 23% Off
LERETA LLC: DoubleLine OCF Marks $116,535 Loan at 23% Off
LERETA LLC: DoubleLine YOF Marks $373,954 Loan at 23% Off
LIME LINE: Voluntary Chapter 11 Case Summary
LODGING ENTERPRISES: Case Summary & 19 Unsecured Creditors
MARIA INVESTMENTS: Case Summary & Eight Unsecured Creditors
MARY WADE: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
MASSAGE TOOLS: Case Summary & Nine Unsecured Creditors
MAWSON INFRASTRUCTURE: Announces May Monthly Operational Update
MAWSON INFRASTRUCTURE: Files Form S-8 to Register 15M Common Shares
MAWSON INFRASTRUCTURE: Grows & Expands Digital Co-Location Business
MAWSON INFRASTRUCTURE: Successfully Completes Facilities Expansion
MBIA INC: Registers 350,000 More Shares Under Incentive Plan
MLN US HOLDCO: 90% Markdown for DoubleLine ISF $2.9MM Loan
MLN US HOLDCO: 90% Markdown for DoubleLine OCF $155,000 Loan
MONARCH BAY: Case Summary & Five Unsecured Creditors
MP SOUTHPARK: Files Emergency Bid to Access Cash Collateral
NEONODE INC: Adjourns Annual Meeting of Stockholders Until July 5
NEP GROUP: DoubleLine ISF Marks $905,000 Loan at 18% Off
NORTHERN DYNASTY: Two Firms Sue to Stop EPA's Pebble Project Veto
NORTHRIVER MIDSTREAM: Moody's Rates New $525MM Secured Notes 'Ba3'
NUWELLIS INC: Effects 1-for-35 Reverse Common Stock Split
NXT ENERGY: Schedules Annual & Special Meeting for July 15
OBRA CAPITAL: S&P Raises ICR to 'CCC', Withdraws Rating
OCCY LABORATORY: Crescita Concludes $900,000 Acquisition
OMNIQ CORP: Transitions From NASDAQ to OTC Markets
ONDAS HOLDINGS: Neil Laird Discloses 5,419 Shares Ownership
ONENERGY INC: TSX to Reinstate Trading of Shares on NEX
PARK 151 CS: U.S. Trustee Unable to Appoint Committee
PECF USS: DoubleLine ISF Marks $1.8MM Loan at 23% Off
PECF USS: DoubleLine OCF Marks $233,211 Loan at 23% Off
PECF USS: DoubleLine YOF Marks $798,871 Loan at 23% Off
PIECEMAKERS: Has Deal With SBA on Cash Collateral Access
PLA FOUR 24: Case Summary & 20 Largest Unsecured Creditors
PRECIPIO INC: All Three Proposals Passed at Annual Meeting
PREMIER DENTAL: S&P Upgrades ICR to 'CCC' on Distressed Exchange
PRETIUM PKG: DoubleLine ISF Marks $2.8MM Loan at 37% Off
PRETIUM PKG: DoubleLine OCF Marks $310,000 Loan at 37% Off
PRETIUM PKG: DoubleLine YOF Marks $960,000 Loan at 37% Off
PROPERTY MASTERSHIP: Updates Secured & Unsecured Claims Pay
PROVIDER TRANSPORT: Seeks to Use Cash Collateral
PRR 200 LLC: Executes Sale Agreement; Files Amended Plan
RAND PARENT: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
REDLINE RECREATIONAL: Voluntary Chapter 11 Case Summary
RENALYTIX PLC: Gets Delisting Notice From Nasdaq, Plans to Appeal
RIBBON COMMUNICATIONS: Closes New $385M Sr. Secured Credit Facility
RIBBON COMMUNICATIONS: Moody's Withdraws 'B2' Corp. Family Rating
RIC(LAVERNIA): Voluntary Chapter 11 Case Summary
RIOT PLATFORMS: Calls Special Meeting of Bitfarms Shareholders
RIOT PLATFORMS: Revises Executives' Severance Agreement Terms
RIVERBED TECHNOLOGY: DoubleLine ISF Marks $1.3MM Loan at 35% Off
RIVERBED TECHNOLOGY: DoubleLine YOF Marks $482,196 Loan at 35% Off
SAMSONITE INTERNATIONAL: Moody's Alters Outlook on Ba2 CFR to Pos.
SANHICAN TRENTON: Case Summary & 13 Unsecured Creditors
SANUWAVE HEALTH: Closes $1.8 Million Private Placement
SANUWAVE HEALTH: Manchester, 4 Others Report Equity Stake
SCHAFER FISHERIES: Seeks Cash Access to Pay Fishermen, Workers
SCILEX HOLDING: Receives $10 Million Deposit From Lender
SEDGWICK CLAIMS: Moody's Hikes CFR to B2, Outlook Stable
SHINECO INC: Regains Compliance With Nasdaq Bid Price Requirement
SITEONE LANDSCAPE: Moody's Rates New Extended Sec. Term Loan 'Ba2'
SOLUNA HOLDINGS: Inks HPE Deal, Targets $80MM Revenue Over 3 Years
SOUND INPATIENT: 93% Markdown for DoubleLine OCF $190,000 Loan
SOUND INPATIENT: DoubleLine ISF Virtually Writes Off 3.7MM Loan
SSME SERVICES: Voluntary Chapter 11 Case Summary
ST. CHRISTOPHER'S: Pachulski Stang Represents Ad Hoc Committee
STARBRIDGE ONTARIO: Hilco Sets July 9 Bid Deadline for Hotel Sale
STEWARD HEALTH: Clark Hill Advises Atlantic Specialty & Matheson
STEWARD HEALTH: Levy Ratner Represents Union & the Funds
TADA VENTURES: Seeks Court Approval to Use Cash Collateral
TALPHERA INC: All Five Proposals Approved at Annual Meeting
TENNECO INC: Moody's Withdraws 'Caa1' Rating on Sr. Unsecured Debt
THERMOGENESIS HOLDINGS: Three Directors Quit Over Disagreements
THRASIO HOLDINGS: S&P Assigns 'CCC' ICR, Outlook Negative
TRANSOCEAN LTD: Announces $188 Million Drillship Contract Extension
TRANSOCEAN LTD: To Sell Ultra-Deepwater Floater for $53.5 Million
UROGEN PHARMA: Cowen Entities Disclose 5.57% Equity Stake
UROGEN PHARMA: Point72 Asset, 2 Others Disclose 6.2% Equity Stakes
VBI VACCINES: All Two Proposals Passed at Annual Meeting
VENUS CONCEPT: Enters Into Madryn Note and Bridge Loan Amendments
VUZIX CORP: All Three Proposals Passed at Annual Meeting
WAVEDANCER INC: Signs Second Amendment to Firefly Merger Agreement
WINDSOR TERRACE: Unsecureds Have 2 Options in Plan
[^] BOOK REVIEW: Dynamics of Institutional Change
*********
122 WESTERN: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: 122 Western Avenue, LLC
122 Western Ave.
Akron, OH 44313
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties. The
Debtor is the owner of a real estate
property located at 118 and 122 Western
Avenue, Akron, OH valued at $315,000.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
Northern District of Ohio
Case No.: 24-50902
Judge: Hon. Alan M. Koschik
Debtor's Counsel: Marc B. Merklin, Esq.
BROUSE MCDOWELL, LPA
388 S. Main Street, Suite 500
Akron, OH 44311
Tel: 330-535-5711
Email: mmkerklin@brouse.com
Total Assets: $315,000
Total Liabilities: $1,594,196
The petition was signed by Michael Farist as president/CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/WNPKLBA/122_Western_Avenue_LLC__ohnbke-24-50902__0001.0.pdf?mcid=tGE4TAMA
ADVANCION HOLDINGS: Moody's Alters Outlook on 'B3' CFR to Negative
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Moody's Ratings has changed Advancion Holdings, LLC's (Advancion)
outlook to negative from stable. At the same time, Moody's has
affirmed the company's B3 Corporate Family Rating, B3-PD
Probability of Default Rating, B2 rating on its backed senior
secured first lien revolving credit facility and term loan, and
Caa1 rating on its backed second lien term loan. Moody's has also
affirmed the Caa2 rating on the senior PIK toggle notes issued by
Advancion Sciences, Inc. The outlook is negative.
The negative outlook on Advancion's ratings reflects that, after a
challenging 2023, the company will need to experience a material
improvement in 2024 financial performance to avoid a further
reduction in availability under its revolving credit facility.
Advancion's liquidity, while still adequate as of end-Q1 2024, will
be stressed should it continue to generate negative free cash flows
into 2025.
RATINGS RATIONALE
Advancion Holdings, LLC's B3 rating is constrained by the company's
modest scale and weak credit metrics. Performance of the company in
2023 was challenged by the significant destocking across its end
markets and the weak profitability resulting from the low
absorption of fixed costs with lower volume. While Advancion's
volumes will likely increase in 2024, led by the end of destocking
for its Professional and industry segments in 1H2024 and a gradual
demand pickup in the life science segment in late 2024, the
expected improvement in its earnings and cash flow may be modest
and insufficient to avoid a further reduction in availability under
its revolving credit facility. Management's budget for 2024
reflects a further deterioration in availability by the end of 2024
that would limit financial flexibility in 2025. Moody's expect
Advancion's leverage as measured by Moody's adjusted debt/EBITDA
will remain elevated of more than 8.0x over the next 12-18 months
as it continues to face the challenges of generating positive free
cash flows due to the current high interest rate environment and
weak macroeconomic activity.
Advancion's credit profile is still supported by its good market
positions serving a varied number of end markets, such as
pharmaceutical, life sciences, HPC (home and personal care), and
industrial-related end markets that mitigate the cyclical
volatilities of any single end market. It also benefits from
multiple barriers to entry including advanced formulations and
backward integration that support its good profitability.
Advancion's liquidity is adequate albeit weakening. It had a total
of $16 million of cash on the balance sheet and about $65 million
available net of letters of credit under its $125 million revolving
credit facility due November 2025 at March 31, 2024. The revolver
contains a springing maximum first lien net leverage ratio test
which is triggered when the amount outstanding exceeds 35% at
quarter-end. Moody's expect Advancion will maintain compliance with
the revolver's covenant. Its term loan does not have any financial
maintenance covenants. While Advancion's available liquidity will
still cover its cash needs including the expected negative free
cash flow and its small debt amortization over the next 12 months,
Moody's expect its liquidity will become stressed if its negative
free cash flow generation is prolonged into 2025.
STRUCTURAL CONSIDERATIONS
The B2 ratings on the senior secured first lien revolving credit
facility and term loan are one notch above the B3 CFR reflecting
their seniority in the debt capital structure. The Caa1 rating on
the second lien term loan, one notch below the B3 CFR, reflects the
subordination to the first lien credit facilities, which have a
claim on substantially all the assets of the company and
guarantors, and rank ahead of the second lien term loan in terms of
claims on such assets.
The Caa2 rating on the senior unsecured PIK toggle notes issued by
Advancion Sciences, Inc. is two notches below Advancion's B3 CFR,
reflects the fact that the holding company debt is structurally and
contractually subordinated to debt at Advancion. Moody's believes
that Advancion is adequately ring-fenced from Advancion Sciences,
Inc. and that the debt at Advancion is therefore closer to the
assets and cash flow. Moody's expects the PIK toggle notes to have
limited recovery prospects given the substantial amount of debt
with priority claims that rank ahead of them. However, given that
the PIK toggle notes mature prior to the existing debt at
Advancion, Moody's expects these notes will be refinanced with
additional debt at Advancion rather than be repaid at maturity.
The negative outlook reflects that Advancion's recovery in business
and financial performance is slower than Moody's expectation and
that its credit metrics and cash flows will likely remain weak for
its rating over the next 12~18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely in the near term given the negative outlook;
however, Moody's could consider an upgrade if the Debt/EBITDA is
sustained below 6.5x, retained cash flow-to-debt (RCF/Debt) is
maintained above 10%, and the financial sponsors commit to a more
conservative financial policy. Additionally, an adequate liquidity
with consistently positive free cash flow will be needed for the
consideration.
Moody's would downgrade the ratings if Advancion's performance
remains below Moody's expectation so its free cash flow continues
to be negative into late 2024, and its liquidity deteriorates below
$75 million. In addition, other factors such as an adverse
operational event, particularly at the company's main production
facility in Louisiana, could result in a downgrade.
The principal methodology used in these ratings was Chemicals
published in October 2023.
Advancion Holdings, LLC is a holding company that owns Advancion
Corporation. Headquartered in Buffalo Grove, IL, Advancion produces
performance additives for end markets including paints and
coatings, pharmaceuticals, biotech, metalworking fluids, personal
care, agriculture, and biotechnology. The company is jointly owned
by Golden Gate Capital and Adrian. Revenue for the last twelve
months ended March 2024 were $387 million.
AEGIS TOXICOLOGY: Moody's Cuts CFR & Secured 1st Lien Debt to Caa1
------------------------------------------------------------------
Moody's Ratings downgraded Aegis Toxicology Sciences Corporation's
Corporate Family Rating to Caa1 from B3, Probability of Default
Rating to Caa1-PD from B3-PD, and senior secured first lien bank
credit facility rating to Caa1 from B3. The outlook remains
stable.
The ratings downgrade reflects Aegis' weak liquidity and rising
refinancing risk given that the company's entire bank debt will be
due in May 2025. Furthermore, the downgrade reflects a significant
uptick in the company's debt/EBITDA primarily because of the
absence of contributions from COVID-19 testing. Moody's expect that
Aegis will operate with financial leverage in the high-7.0x in the
next 12 months, significantly up from approximately 1.0x at the end
of fiscal 2022, when the company benefitted the most from COVID
testing.
Governance risk considerations including very high financial
leverage and the management's decision to let its bank debt become
current are material to the rating action.
RATINGS RATIONALE
Aegis's Caa1 CFR is constrained by rising refinancing risk, very
high financial leverage, a small scale relative to much larger
competitors, and revenue concentration on niche toxicology testing.
The toxicology industry continues to face longer term pricing
pressure and the potential for meaningful Medicare rate cuts in
coming years. Partially mitigating some of these constraints, the
company's ratings are supported by good operating track record,
limited capex requirement and the opportunity for organic growth as
demand for the company's services remains strong.
Aegis' liquidity will remain weak until it refinances its current
debt. For routine operations, the company's liquidity is supported
by approximately $18 million of cash as of March 31, 2024. Moody's
expect that the company will generate 0-3 million in annual free
cash flow in the next 12 -18 months. The company's revolving credit
facility expired in 2023, so there is no external source of funding
available to Aegis.
The stable outlook reflects Moody's expectation that Aegis will
continue to operate with high leverage and weak liquidity until the
company addresses its debt maturities.
Aegis' senior secured first lien term loan is rated Caa1,
equivalent to the company's Caa1 Corporate Family Rating. This
reflects the fact that senior secured obligations represent the
preponderance of the company's debt.
Aegis' CIS-5 credit impact score (changed from CIS-4) indicates
that the rating is lower than it would have been if ESG risk
exposures did not exist and that the negative impact is more
pronounced than for issuers scored CIS-4. The company's governance
risk considerations (changed to G-5 from G-4) reflect increased
refinancing risk and aggressive financial policies under
concentrated private equity ownership. The company's social risk
considerations (S-4) reflect exposure to government reimbursement
rates and efforts to curb healthcare spending which represent
headwinds for earnings. Furthermore, social risk considerations
also reflect Aegis' handling of confidential patient data, which
puts the company's reputation at risk in the event of a
cyberattack.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Moody's believe that Aegis is
unable to refinance its current debt increasing the probability of
default. The ratings could also be downgraded if the company's
liquidity further weakens or if it fails to adjust to post-COVID
operating environment while maintaining acceptable level of
profitability and financial leverage.
The ratings could be upgraded if the company successfully
refinances its maturing debt and sustains solid growth in earnings
and cash flow. Specifically, debt/EBITDA sustained below 7.0x could
support an upgrade.
Aegis Toxicology Sciences Corporation (Aegis), headquartered in
Nashville, TN, is a specialty toxicology laboratory providing
services to the healthcare, sports, workplace and biopharma
industries. The company is privately-owned by affiliates of
financial sponsor ABRY Partners II, LLC (ABRY) and it generated
revenue of roughly $138.5 million in the twelve months ended March
31, 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
AGILE THERAPEUTICS: Signs Merger Agreement With Insud Pharma
------------------------------------------------------------
Agile Therapeutics, Inc. announced June 26, 2024, that it has
entered into a definitive merger agreement with Insud Pharma, S.L.,
a global pharmaceutical group based in Spain with a 45 year track
record and a presence in over 50 countries, pursuant to which
Insud, through its US subsidiary, Exeltis Project, Inc., will
acquire Agile for $1.52 per share in cash net of assumed
liabilities and estimated transaction costs for an approximate
total enterprise value of $45 million.
"We started Agile with the goal of improving women's health through
innovative, clinically differentiated products for women," said
Agile Chairperson and Chief Executive Officer Al Altomari. "We are
proud of what we have been able to accomplish with our small,
dedicated team: gaining approval of Twirla, the only low dose
combined hormonal contraceptive patch, and developing a targeted
commercial platform that allowed us to accelerate the growth of
Twirla while reducing and managing our operating expenses. Now, we
are excited about the future of Twirla in the hands of Exeltis,
Insud's US subsidiary, which we believe has the organization and
resources to build on the growth momentum we have created. We
believe this is the right path for Agile, provides a substantial
premium to our current stock price, and a good development for
women's health."
On June 25, 2024, Agile also entered into a cash-out acknowledgment
and cancellation agreement with the holders of not less than 95% of
the Company's outstanding common stock warrants, also conditioned
on closing of the merger. As a condition to entering into the
Merger Agreement, Agile has also entered into a third amendment of
its Manufacturing and Commercialization Agreement with Corium
Innovations, Inc. on commercial terms reasonably acceptable to
Insud and conditioned on the closing of the merger.
As part of the merger consideration for Agile, Insud has agreed to
make available a line of credit of up to $8,000,000, secured by the
Company's intellectual property. The initial amount to be advanced
under the Bridge Loan will be used primarily to pay for the
purchase of inventory.
The Board of Directors of Agile has unanimously approved the
transaction. The transaction is expected to close in the third
quarter of 2024, subject to completion of Agile's obligations to
Corium under Amendment No. 3 and other customary closing
conditions, including approval by Agile's stockholders. Upon
completion of the transaction, Agile will no longer be listed on
any public market.
Advisors
H.C. Wainwright & Co. acted as exclusive financial advisor to Agile
Therapeutics, Inc., in this transaction and Morgan, Lewis & Bockius
LLP acted as its legal advisor. Loeb & Loeb LLP and RC Law LLP
acted as legal advisors to Insud Pharma, S.L. and Exeltis USA,
Inc.
About Agile Therapeutics
Agile Therapeutics, Inc., is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has generated losses
since inception, used substantial cash in operations, has a working
capital deficiency, anticipates it will continue to incur net
losses for the foreseeable future, requires additional capital to
fund its operating needs and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
AGRO RESEARCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Agro Research International, LLC
29203 State Road 46
Sorrento, FL 32776
Business Description: Agro Research is committed to the constant
development of unique and eco-friendly
formulations that will help the world grow
better quality food through research,
innovation and unique alliances worldwide.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-03122
Judge: Lori V Vaughan
Debtor's Counsel: Robert A. Stiberman, Esq.
STIBERMAN LAW, P.A.
2601 Hollywood Blvd.
Hollywood, FL 33020
Tel: 954-239-7464
Fax: 954-302-8707
Email: ras@stibermanlaw.com
Total Assets: $117,645
Total Liabilities: $3,546,069
The petition was signed by Marc Lajeunesse 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/YVQWQXA/Agro_Research_International_LLC__flmbke-24-03122__0001.0.pdf?mcid=tGE4TAMA
AMERICAN RESIDENTIAL: Moody's Alters Outlook on B2 CFR to Negative
------------------------------------------------------------------
Moody's Ratings affirmed American Residential Services L.L.C.'s
(American Residential Services or ARS) B2 corporate family rating,
B2-PD probability of default rating, and B1 ratings on the senior
secured first lien term loan and senior secured first lien
revolving credit facility. The outlook was changed to negative from
stable.
"The negative outlook reflects American Residential Services'
elevated leverage, well above Moody's downgrade trigger of 6x,"
said Justin Remsen, Moody's Ratings Assistant Vice President.
"While management has taken steps to improve profitability
including reducing headcount and marketing spend, the company's
ability to meaningfully improve performance is dependent on weather
conditions," added Remsen.
RATINGS RATIONALE
American Residential Services L.L.C.'s B2 CFR reflects the
company's high leverage, presence in a fragmented market with
intense competition, and industry seasonality with susceptibility
to weather conditions. The ratings also consider ARS' integration
risk as an acquisitive company. Nevertheless, the company has a
track record of acquiring and integrating businesses effectively.
The B2 CFR also considers the company's scale that provides
efficient access to the supply chain, geographic diversity, and the
non-discretionary nature of its services. Moody's believe ARS will
continue to gain market share through its differentiated service.
Moody's expect ARS to reduce leverage through EBITDA growth from
over 8x for the twelve months ending March 31, 2024.
ARS has good liquidity, which Moody's expect to be maintained over
the next 12 to 18 months. The company's liquidity is supported by
about $15 million in cash and $43 million in availability under the
company's $75 million revolving credit facility expiring October
2025. Moody's expect the company to refinance the revolver well in
advance of the expiration date. Moody's forecast assumes less
reliance on the revolver in fiscal year 2024, below the company's
springing covenant test of less than 65% revolver availability.
Moody's project about $20 million and $30 million of free cash flow
in fiscal 2024 and 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if ARS' debt-to-EBITDA remains
elevated above 6x, EBITA /Interest approaches 1x, or liquidity
deteriorates, including expectations for negative cash flow.
The ratings could be upgraded if ARS' debt-to-EBITDA is sustained
below 5.0x, EBITA margin nears 15%, retained cash flow to net debt
approaches 15%, and the company maintains good liquidity.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Memphis, Tennessee, American Residential Services
L.L.C. is one of the largest providers of HVAC, plumbing, sewer,
drain cleaning, and energy efficiency services in the United
States. For the last twelve months ended March 31, 2024, the
company generated $1.3 billion in revenue.
AMPHITRITE DIGITAL: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Amphitrite Digital, Inc.
6501 Red Hook Plaza
Suite 201-465
St. Thomas VI 00802
Business Description: Amphitrite is a maritime tour activity
operator that uses advanced digital technology platforms to market,
manage and operate in-destination tours, activities and events in
the U.S. and the Caribbean. The Company has several operating
entities including Seas the Day Charters USVI and Magens Hideaway
in the Caribbean, Tall Ship Windy in Chicago, Illinois and Paradise
Adventures Catamarans and Watersports in Panama City Beach,
Florida.
Involuntary Chapter
11 Petition Date: June 26, 2024
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 24-40253
Petitioner's Counsel: Alex M. Englander, Esq.
HOLLANDER & KNIGHT LLP
777 South Flagler Drive, West Tower
Suite 1800
West Palm Beach, Fl 33401
Tel: 561-650-8339
E-mail: Alex.Enqlander@hklaw.com
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
Donald C. Coker Matured, Unpaid $1,937,287
706 Iowa Avenue Promissory Note,
Lynn Haven, FL 32444 Arbitral Amounts
Unpaid, but Due
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/H5MBXYQ/Amphitrite_Digital_Inc__flnbke-24-40253__0001.0.pdf?mcid=tGE4TAMA
APPLIED DNA: Leviticus Partners, AMH Equity Widen Stake to 7.21%
----------------------------------------------------------------
Leviticus Partners, LP and its general partner, AMH Equity, LLC,
disclosed in a Joint Schedule 13G/A Report filed with the U.S.
Securities and Exchange Commission that as of June 20, 2024, they
beneficially own 649,809 shares of Applied DNA Sciences, Inc.'s
common stock, representing 7.21% of the shares outstanding.
A full-text copy of the Leviticus' Report is available at:
https://www.sec.gov/Archives/edgar/data/744452/000101943224000019/apdn13ga2.txt
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a
biotechnology company developing technologies to produce and detect
deoxyribonucleic acid. Using the polymerase chain reaction ("PCR")
to enable both the production and detection of DNA, the Company
operates in three primary business markets: (i) the manufacture of
syntheci DNA for use in nucleic acid-based therapeutics; (ii) the
detection of DNA in molecular diagnostics testing services; and
(iii) the manufacture and detection of DNA for industrial supply
chain security services.
The Company has recurring net losses. The Company incurred a net
loss of $5,624,064 and generated negative operating cash flow of
$6,967,672 for the six-month period ended March 31, 2024. At March
31, 2024, the Company had cash and cash equivalents of $3,149,640.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for one year from the date of
issuance of these financial statements, according to the Company's
Quarterly Report for the period ended March 31, 2024.
ASTRA ACQUISITION: DoubleLine ISF Marks $1.5MM Loan at 58% Off
--------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,506,559 loan
extended to Astra Acquisition Corp to market at $638,404 or 42% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine ISF's Amended Form N-CSR for the
six-month period ended March 31, filed with the U.S. Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to Astra Acquisition Corp. The loan accrues interest at a
rate of 10.86% (CME Term SOFR 1 Month + 5.36%) per annum. The loan
matures on October 25, 2028.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRA ACQUISITION: DoubleLine ISF Marks $9.6MM Loan at 69% Off
--------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $9,662,677 loan
extended to Astra Acquisition Corp.to market at $2,989,391 or 31%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine ISF's Amended Form N-CSR for the
six-month period ended March 31, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to Astra Acquisition Corp. The loan accrues interest at a
rate of 14.48% (CME Term SOFR 1 Month + 8.99%) per annum. The loan
matures on October 25, 2029.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRA ACQUISITION: DoubleLine OCF Marks $180,704 Loan at 58% Off
----------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $180,704 loan
extended Astra Acquisition Corp.to market at $76,573 or 42% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine OCF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine OCF is a participant in a Senior Secured First Lien Term
Loan to Astra Acquisition Corp. The loan accrues interest at a rate
of 10.86% (3 Month US Secured Overnight Financing Rate + 5.36%,
0.50% Floor)per annum. The loan matures on October 25, 2028.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRA ACQUISITION: DoubleLine YOF Marks $3.2MM Loan at 69% Off
--------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $3,249,219 loan
extended to Astra Acquisition Corp to market at $1,005,227 or 31%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine YOF's Amended Form N-CSR for the
six-month period ended March 31, filed with the Securities and
Exchange Commission.
DoubleLine YOF is a participant in a Senior Secured Second Lien
Term Loan to Astra Acquisition Corp. The loan accrues interest at a
rate of 14.48% (3 Month US Secured Overnight Financing Rate +
8.99%, 0.75% Floor) per annum. The loan matures on August 25,
2029.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ASTRA ACQUISITION: DoubleLine YOF Marks $548,669 Loan at 58% Off
----------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $548,669 loan
extended to Astra Acquisition Corp to market at $232,499 or 42% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine YOF's Amended Form N-CSR for the
six-month period ended March 31, filed with the Securities and
Exchange Commission.
DoubleLine YOF is a participant in a Senior Secured First Lien Term
Loan to Astra Acquisition Corp. The loan accrues interest at a rate
of 10.86% (3 Month US Secured Overnight Financing Rate + 5.36%,
0.50% Floor) per annum. The loan matures on August 25, 2028.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ATLAS PURCHASER: DoubleLine ISF Marks $3.9MM Loan at 40% Off
------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $3,978,000 loan
extended to Atlas Purchaser, Inc to market at $2,385,985 or 60% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine ISF's Amended Form N-CSR for the
six-month period ended March 31, filed with the U.S. Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan to Atlas Purchaser, Inc. The loan accrues interest at a rate
of 10.84% (CME Term SOFR 3 Month + 5.51%) per annum. The loan
matures on May 18, 2028.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
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.
ATLAS PURCHASER: DoubleLine OCF Marks $453,375 Loan at 40% Off
--------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $453,375 loan
extended to Atlas Purchaser, Inc. to market at $271,932 or 60% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine OCF's Amended Form N-CSR for the
six-month period ended March 31, filed with the Securities and
Exchange Commission.
DoubleLine OCFis a participant in a Senior Secured First Lien Term
Loan to Atlas Purchaser, Inc. The loan accrues interest at a rate
of 10.84% (3 Month US Secured Overnight Financing Rate + 5.51%,
0.75% Floor)per annum. The loan matures on May 18, 2028.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
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.
ATLAS PURCHASER: DoubleLine YOF Marks $2.1MM Loan at 40% Off
------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $2,137,070 loan
extended to Atlas Purchaser, Inc to market at $1,281,804 or 60% of
the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine YOF's Amended Form N-CSR for the
six-month period ended March 31, filed with the Securities and
Exchange Commission.
DoubleLine YOF is a participant in a Senior Secured First Lien Term
Loan to Atlas Purchaser, Inc. The loan accrues interest at a rate
of 10.81% (3 Month US Secured Overnight Financing Rate + 5.51%,
0.75% Floor) per annum. The loan matures on May 15, 2028.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
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.
AVENUE THERAPEUTICS: All Three Proposals Passed at Annual Meeting
-----------------------------------------------------------------
Avenue Therapeutics, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company held its 2024
Annual Meeting at 9:30 a.m. Eastern Time on June 24, 2024, by means
of an online virtual meeting platform, at which the stockholders:
(1) elected Jay Kranzler, M.D., Ph.D., Faith Charles, Neil
Herskowitz, Alexandra MacLean, M.D., Curtis Oltmans, and Lindsay A.
Rosenwald, M.D. as directors to hold office until the 2025 annual
meeting of stockholders;
(2) ratified the selection of KPMG LLP as Avenue's independent
registered accounting firm for the year ending Dec. 31, 2024; and
(3) approved an amendment to the Avenue Therapeutics, Inc. 2015
Incentive Plan to increase the number of authorized shares issuable
thereunder by 5,000,000 shares, which extended the term of the 2015
Plan to June 24, 2034, increased the limit of shares that may be
issued upon the exercise of incentive stock options by 5,000,000
shares, and increased the annual share limit for awards granted to
non-employee directors to 500,000.
About Avenue Therapeutics, Inc.
Avenue Therapeutics, Inc. is a specialty pharmaceutical company
focused on the development and commercialization of therapies for
the treatment of neurologic diseases. The Company's current
product candidates include AJ201 for the treatment of spinal and
bulbar muscular atrophy ("SBMA"), intravenous tramadol ("IV
tramadol") for the treatment of post-operative acute pain, and
BAER-101 for the treatment of epilepsy and panic disorders.
KPMG LLP, the Company's auditor since 2022, issued a "going
concern" qualification in its report dated March 18, 2024, citing
that the Company has incurred substantial operating losses since
its inception and expects to continue to incur significant
operating losses for the foreseeable future that raise substantial
doubt about its ability to continue as a going concern.
AXIS KC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Axis KC, LLC
1029 a1a
Suite 10a
St. Augustine FL 32080
Business Description: Axis KC is engaged in subdividing real
property into lots.
Chapter 11 Petition Date: June 26, 2024
Court: United States Bankruptcy Court
Western District of Missouri
Case No.: 24-40877
Judge: Hon. Cynthia A Norton
Debtor's Counsel: Robert Baran, Esq.
CONROY BARAN
1316 Saint Louis Avenue 2nd FL
Kansa City MO 64101
Tel: 816-616-5009
Email: rbaran@conroybaran.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by George Bochis, 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/5W7KWIA/Axis_KC_LLC__mowbke-24-40877__0006.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4ZXY4EA/Axis_KC_LLC__mowbke-24-40877__0001.0.pdf?mcid=tGE4TAMA
BEYOND AIR: Appoints David Webster as Chief Commercial Officer
--------------------------------------------------------------
Beyond Air, Inc. announced June 13, 2024, the appointment of David
Webster as chief commercial officer of the Company, effective July
8, 2024. Mr. Webster has successfully developed and executed
several commercial strategies for medical devices and therapeutics,
primarily in the hospital space.
"David joins Beyond Air at an ideal time, as LungFit PH is poised
to take the lead in the NO market. Given David's impressive
record, I look forward to him leading our commercial team," said
Steve Lisi, chairman and chief executive officer of Beyond Air.
"Over the past year, the team has worked diligently to address the
challenges during the initial soft launch of LungFit PH in a
post-pandemic world. Based on recent engagements with potential
customers and extremely positive feedback from existing customers
regarding the recent update to our system, we are confident that
David will drive significant market share gains."
"I am excited to join the Beyond Air team and lead the commercial
program for the LungFit system. The technological advancements to
generate and deliver inhaled NO at the bedside are revolutionary,
and the overall cost savings LungFit PH offers hospitals are
compelling. I look forward to working with the strong team at
Beyond Air and positioning LungFit PH to become the NO market
leader in a few short years," stated Mr. Webster.
Mr. Webster brings decades of experience in the life sciences
industry, including leading several programs through clinical
development, regulatory submissions, and global commercialization.
Most recently, he served as chief executive officer at Body Vision
Medical, a medical device company dedicated to making artificial
intelligence (AI)-driven real-time imaging navigation the standard
of care for the diagnosis and treatment of endoluminal cancer. As
CEO, he led the global commercialization of the Lung Vision system,
expanding it into new medical applications. Prior to Body Vision,
he spent nearly 18 years at NeuroLogica, a global leader in
point-of-care computed tomography (CT) imaging. During his tenure,
he served as NeuroLogica's Vice President of Global Sales and
Marketing leading up to and after the company's acquisition by
Samsung Electronics Co. Ltd. in 2013. Following the acquisition,
Mr. Webster served as Chief Marketing Officer and Chief Operating
Officer for Samsung NeuroLogica. Mr. Webster holds a Master of
Science degree in Business Administration and Management from Troy
University and a Bachelor of Arts degree in Psychology from The
Citadel.
In connection with his appointment, the Company granted an
inducement stock option award to Mr. Webster's upon his entering
into employment with the Company in accordance with Nasdaq Stock
Market Listing Rule 5635(c)(4). The Inducement Option is being
granted effective as of July 8, 2024 and is exercisable for the
purchase of 125,000 shares of the Company's common stock, at an
exercise price equal to the last reported sale price on Nasdaq on
July 8, 2024. The Inducement Award was approved by the independent
compensation committee of the Board in accordance with Nasdaq Stock
Market Listing Rule 5635(c)(4). The Inducement Option has a
ten-year term and will vest over a four-year period, with 25% of
the shares underlying the stock option award vesting on the first
anniversary of the date of grant and annually thereafter in three
equal installments, subject to Mr. Webster's continued service with
the Company through the applicable vesting dates. The Inducement
Award is subject to the terms and conditions of the Company's 2013
Equity Incentive Plan.
About Beyond Air Inc.
Garden City, NY- based Beyond Air, Inc. -- www.beyondair.net -- is
a commercial-stage medical device and biopharmaceutical company
developing a platform of nitric oxide ("NO") to improve the lives
of patients suffering from respiratory illnesses, neurological
disorders, and solid tumors. The Company has received FDA approval
for its first system, LungFit PH, for the treatment of term and
near-term neonates with hypoxic respiratory failure. Beyond Air is
currently advancing its other revolutionary LungFit systems in
clinical trials for the treatment of severe lung infections such as
viral community-acquired pneumonia (including COVID-19), and
nontuberculous mycobacteria (NTM) among others. Also, the Company
has also partnered with The Hebrew University of Jerusalem to
advance a pre-clinical program dedicated to the treatment of autism
spectrum disorder (ASD) and other neurological disorders.
Additionally, Beyond Cancer, Ltd., an affiliate of Beyond Air, is
investigating ultra-high concentrations of NO with a proprietary
delivery system to target certain solid tumors in the pre-clinical
setting.
"The Company expects to incur net losses and have significant cash
outflows for at least the next eighteen months, including making
significant investments in research and development. Management
believes these factors raise substantial doubt about the Company's
ability to meet its obligations with cash on hand and concluded
that the Company will require additional funding within one year
from the date these financial statements are issued," said Beyond
Air in its Quarterly Report for the period ended Dec. 31, 2023.
BEYOND AIR: Incurs $64.3M Net Loss in Fiscal Year Ended March 31
----------------------------------------------------------------
Beyond Air, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $64.30
million on $1.16 million of revenue for the year ended March 31,
2024, compared to a net loss of $59.40 million on $0 of revenue for
the year ended March 31, 2023.
As of March 31, 2024, the Company had $56.96 million in total
assets, $29.78 million in total liabilities, and $27.19 million in
total equity.
East Hanover, New Jersey-based Marcum LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated June 24, 2024, citing that the Company 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.
Beyond Air said, "We expect to incur net losses and have
significant cash outflows for at least the next twelve months.
Management believes these factors raise substantial doubt about the
Company's ability to meet its obligations with cash on hand and
concluded that the Company will require additional funding within
one year from the date these financial statements are issued.
"Management is confident that the efforts to arrange
financing...while not assured, will enable them to meet the
Company's obligations."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1641631/000149315224025000/form10-k.htm
About Beyond Air
Headquartered in Garden City, NY, Beyond Air, Inc. --
www.beyondair.net -- is a commercial-stage medical device and
biopharmaceutical company developing a platform of nitric oxide
("NO") generators and delivery systems (the "LungFit platform")
capable of generating NO from ambient air. The Company's first
device, LungFit PH received premarket approval from the FDA in June
2022. The NO generated by the LungFit PH system is indicated to
improve oxygenation and reduce the need for extracorporeal membrane
oxygenation in term and near-term (>34 weeks gestation) neonates
with hypoxic respiratory failure associated with clinical or
echocardiographic evidence of pulmonary hypertension in conjunction
with ventilatory support and other appropriate agents.
BIRD GLOBAL: Meland Budwick Represents Tort Creditors
-----------------------------------------------------
The law firm of Meland Budwick, P.A. filed a first supplement to a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure to disclose that in the Chapter 11 cases of
Bird Global Inc. and affiliates, the firm represents multiple
creditors.
The counsel represents those Creditors identified in their capacity
as personal injury tort claimants of the specific Debtors.
Counsel does not represent or purport to represent any other
entities in connection with the Chapter 11 Cases and does not
undertake to represent the interests of, and is not a fiduciary
for, any creditor, party in interest, or other entity that has not
signed retention agreements with Counsel.
The Tort Creditors' address and the nature and amount of
disclosable economic interests held in relation to the Debtors are:
1. Abbo, Dunya
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2445
* $3,500,000
2. Allen, Michael
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2445
* $1,000,000
3. Armenta, Natalie
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2445
* $850,000
4. Asrael, Jill
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2445
* $1,000,000
5. Atwood, Christoper
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2445
* $500,000
6. Beardslee, Lisa
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2446
* $500,000
7. Bittinger, Holly
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2447
* $850,000
8. Camposano, Crystal
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2448
* $1,000,000
9. Cardy, Robyn
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2449
* $850,000
10. Cason, Kalonji
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2450
* $850,000
11. Chartrand, Kimberly
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2451
* $850,000
12. Constantinescu, Mirona
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2452
* $650,000
13. Cullen, Beau
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2453
* $1,000,000
14. Dacey, Christopher
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2454
* $2,000,000
15. Davis, Richard
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2455
* $850,000
16. Durham, Clarinda
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2456
* $1,000,000
17. Evangelou, Jason
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2457
* $1,000,000
18. Faura, Bianca
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2458
* $1,000,000
19. Fico, Sylvia
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2459
* $1,000,000
20. Glaspell, Jennifer
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2460
* $1,000,000
21. Graham, Michael
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2461
* $1,000,000
22. Helms, Elizabeth
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2462
* $1,000,000
23. Hudson, Kiara
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2463
* $1,000,000
24. Hurtado, Jorge
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2464
* $850,000
25. Kamrany, Fahin
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2465
* $850,000
26. Kozel, Alexandra
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2466
* $1,000,000
27. LaCrosse, Grace
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2467
* $1,000,000
28. Lee, Paul
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2468
* $1,250,000
29. Lemus, Carlos
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2469
* $750,000
30. Leonard, Kimberly
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045 m
ike@aswtlawyers.com
(310) 304-2470
* $2,000,000
31. Martin, Hector
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2471
* $1,000,000
32. Mitchell, Brandon
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2472
* $250,000
33. Mulligan, Kim
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2473
* $1,250,000
34. Nelson, Brandon
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2474
* $500,000
35. Olivas, Tomas
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2475
* $500,000
36. Olshevski, Brian
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2476
* $500,000
37. Payne, Joseph
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2477
* $1,250,000
38. Rice, Renea
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2478
* $1,500,000
39. Robinson, Akeem
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2479
* $1,250,000
40. Rubenstein, Perry
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2480
* $1,250,000
41. Russo, Lawrence
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2481
* $750,000
42. Scoggin, Alexandra
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2482
* $1,000,000
43. Silva, Andrea
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2483
* $500,000
44. Spitz, Annemarie
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2484
* $750,000
45. Squire, Tracy
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2485
* $1,000,000
46. Trinh, Jessie
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2486
* $750,000
47. Youngbean, Kim
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2487
* $350,000
48. Urban, Lori
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2488
* $1,500,000
49. Vizzini, Joanne
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2489
* $1,000,000
50. West, Deborah
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2490
* $1,000,000
51. Wiegering, Maria
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2491
* $1,000,000
52. Zhu, Ziwei
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2492
* $850,000
53. Erik Longshaw
William F. Goodrich, Esq.
Goodrich & Geist, P.C.
3634 California Avenue
Pittsburgh, PA 15212
bill@goodrichandgeist.com
* $1,250,000.00
54. Sara Hacala
Dean Ogrin, Esq.
McGee, Lerer & Associates
11845 W. Olympic Blvd., Ste. 645WW
Los Angeles, CA 90064
dogrin@mcgeelerer.com
(310) 231-9717
* $815,000
55. Katie Hacala
Dean Ogrin, Esq.
McGee, Lerer & Associates
11845 W. Olympic Blvd., Ste. 645WW
Los Angeles, CA 90064
dogrin@mcgeelerer.com
(310) 231-9717
* $815,000
56. Thomas Hacala
Dean Ogrin, Esq.
McGee, Lerer & Associates
11845 W. Olympic Blvd., Ste. 645WW
Los Angeles, CA 90064
dogrin@mcgeelerer.com
(310) 231-9717
* $815,000
57. Margaret Richardson
Dean Ogrin, Esq.
McGee, Lerer & Associates
11845 W. Olympic Blvd., Ste. 645WW
Los Angeles, CA 90064
dogrin@mcgeelerer.com
(310) 231-9717
* $540,000
58. Daniel Ackerman
Dean Ogrin, Esq.
McGee, Lerer & Associates
11845 W. Olympic Blvd., Ste. 645WW
Los Angeles, CA 90064
dogrin@mcgeelerer.com
(310) 231-9717
* $540,000
59. David Petersen
Mike Arias, Esq.
Christopher Swift, Esq.
Arias Sanguinetti Wang & Team, LLP
6701 Center Drive West, 14th Floor
Los Angeles, CA 90045
mike@aswtlawyers.com
(310) 304-2492
* $1,000,000
60. Xiao Yan Wu
Dean Ogrin, Esq.
McGee, Lerer & Associates
11845 W. Olympic Blvd., Ste. 645WW
Los Angeles, CA 90064
dogrin@mcgeelerer.com
(310) 231-9717
* $5,000,000
61. Chuanyue Wu
Dean Ogrin, Esq.
McGee, Lerer & Associates
11845 W. Olympic Blvd., Ste. 645WW
Los Angeles, CA 90064
dogrin@mcgeelerer.com
(310) 231-9717
* $5,000,000
The law firm can be reached at:
Meaghan E. Murphy, Esq.
MELAND BUDWICK, P.A.
3200 Southeast Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
Telephone: (305) 358-6363
Facsimile: (305) 358-1221
Email: mmurphy@melandbudwick.com
About Bird Global
Bird Global, Inc., a micro-mobility operator, is an electric
vehicle company dedicated to bringing affordable, environmentally
friendly transportation solutions such as e-scooters and e-bikes to
communities across the world. The company is based in Miami, Fla.
Bird Global and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
23-20514) on December 20, 2023. In the petition signed by its chief
restructuring officer, Christopher Rankin, Bird Global disclosed up
to $500 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the cases.
Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts,
Esq., at Berger Singerman LLP, represent the Debtors as legal
counsel. Teneo Capital LLC is the Debtors' restructuring advisor.
Epiq Corporate Restructuring, LLC serves as notice and claims
agent.
The Senior DIP Parties and Prepetition First Lien Parties, led by
MidCap Financial Trust, are represented by Latham & Watkins LLP
(James Ktsanes; John Lister; Hugh Murtagh).
Covington & Burling LLP (Ronald A. Hewitt) represents the Junior
DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the
Junior DIP Lenders and Participating Second Lien Parties.
On January 5, 2024, the U.S. Trustee for Region 21 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Fox Rothschild, LLP as legal counsel
and Berkeley Research Group, LLC as financial advisor.
BLUEGRASS RESOURCES: Case Summary & 17 Unsecured Creditors
----------------------------------------------------------
Debtor: Bluegrass Resources LLC
167 Consol Tipple Road
Deane, KY 41812
Case No.: 24-70260
Chapter 11 Petition Date: June 26, 2024
Court: United States Bankruptcy Court
Eastern District of Kentucky
Debtor's Counsel: T. Kent Barber, Esq.
EMBRY MERRITT WOMACK NANCE, PLLC
201 East Main Street, Suite 1402
Lexington, KY 40507
Tel: (859) 543-0453
Email: kent.barber@emwnlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Paul Lopez as chief executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VMUKSLQ/Bluegrass_Resources_LLC__kyebke-24-70260__0001.0.pdf?mcid=tGE4TAMA
BOSTON WINDOW: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Boston Window & Door, LLC
d/b/a Pella Boston Windows & Doors
45 Fondi Rd.
Haverhill, MA 01832
Business Description: For over 20 years, the Company has been
providing innovative and long-lasting window
and door solutions to homes around eastern
Massachusetts.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-40644
Debtor's Counsel: Christopher M. Condon, Esq.
MURPHY & KING
28 State Street
Suite 3101
Boston, MA 02109
Tel: 617-423-0400
Email: ccondon@murphyking.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Adam Hirsch as chief executive officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MQO575Y/Boston_Window__Door_LLC__mabke-24-40644__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. AIM Trade Accounts $5,431
One Beacon Street Payable
16th Floor
Boston, MA 02108
www.aimmutual.com
2. Beacon Building Products Trade Accounts $3,882
P.O. Box 418527 Payable
Boston, MA
02241-8527
Email: beaconproplus@becn.com
3. Coady's Garage & Trade Accounts $2,584
Towing Payable
139 Martson Street
Lawrence, MA 01841
Email: info@coadystowing.com
4. Comcast Trade Accounts $1,885
P.O. Box 37601 Payable
Philadelphia, PA
19101-0601
business.comcast.net/payment center
5. Custom Curved Mouldings Trade Accounts $2,503
PO Box 452 Payable
Thompson, CT 06277
Email: rlabonte@curvedmouldings.com
6. Dell Financial Services Trade Accounts $3,684
Payment Processing Center Payable
P.O. Box 5292
Carol Stream, IL
60197-5292
Email: DFS.DELL.COM/MYDFS
7. Feuer Lumber Co., Inc. Trade Accounts $21,259
138 Main Street Payable
Atkinson, NH 03811
Email: rbfeuer@feuerlumber.com
8. Gale Partners, LLC Trade Accounts $430,102
One World Trade Center Payable
Floor 62
New York, NY 10007
Email: AR@galepartners.com
9. Home Depot Trade Accounts $4,013
DEPT32-2503620159 Payable
PO Box 70293
Philadelphia, PA
19176-0293
Email: Brittany.hall2citi.com
10. Lincoln National Life Insurance $4,603
Insurance Co.
P.O. Box 0821
Carol Stream, IL
60132-0821
Email: Alisa.O'Connell@lfg.com
11. M&S Trailers, Inc. Trade Accounts $3,320
PO Box 128 Payable
Candia, NH 03034
Accounting Department
Email: invoicing@mslogistix.com
12. Massachusetts Sales Tax $2,143,429
Department of Revenue
PO Box 7089
Boston, MA
02241-7089
Stephen G. Murphy
Email: murphys@dor.state.ma.us
13. National Grid Trade Accounts $3,567
P.O. Box 11735 Payable
Newark, NJ
07101-4735
www.nationalgridus.com
14. PMC Media Group Trade Accounts $2,290
694 Main Street Payable
East Greenwich, RI 02818
Email: Alisa.O'Connell@lfg.com
15. Power Digital Trade Accounts $6,500
Marketing, Inc. Payable
2251 San Diego Avenue
Suite A250
San Diego, CA 92110
Email: ar@powerdigital.com
16. R.J. Kenney Trade Accounts $4,100
Associates, Inc. Payable
P.O. Box 1748
Plainville, MA 02762
Email: info@rjkenney.com
17. Reeb of New England Trade Accounts $15,967
PO Box 8000 Dept. 786 Payable
Buffalo, NY 14267
Email: PROVIDENCEAR@REEB.COM
18. Resource LLC Trade Accounts $9,150
647 US Route 1 Payable
Unit 14-279
York, ME 03909
Email: robyn@resourceprmotions.com
19. Ryder Transportation Trade Accounts $14,689
Services Payable
Box 96723
Chicago, IL 60693
Email: onlineinvoices@ryder.com
20. SIGA Cover, Inc Trade Accounts $14,963
2355 Highway 36 West Payable
Suite 400
Roseville, MN 55113
Email: Laura.Linde@siga.swiss
BURFORD CAPITAL: Moody's Affirms Ba2 CFR, Outlook Remains Positive
------------------------------------------------------------------
Moody's Ratings has affirmed Burford Capital Limited's (Burford)
Ba2 corporate family rating as well as the Ba2 backed long-term
senior unsecured ratings of subsidiaries Burford Capital Finance
LLC, Burford Capital PLC and Burford Capital Global Finance LLC.
The outlook for Burford and its subsidiaries remains positive.
RATINGS RATIONALE
Moody's affirmed Burford's ratings after considering the company's
leading competitive position in legal finance, history of strong
profitability and earnings growth, effective management of
liquidity risks and low debt-to-equity leverage. Burford's ratings
also recognize credit challenges that include higher earnings and
cash flow volatility than most finance companies due to the unique
risk and return profile of its niche legal finance investments and
significant unfunded investment commitments.
Burford's first quarter 2024 performance reflects the high
variability that can occur in its business due to the uncertain
timing of investment realizations and investment valuation
adjustments. The company reported total revenues for the first
quarter of $31.4 million compared to $338.7 million in the first
quarter of 2023, the large swing reflecting significantly lower
unrealized gains relating to the firm's YPF-related assets, as well
as moderately lower net realized gains and unrealized losses
associated with valuation adjustments on a single capital provision
investment. Including realized and unrealized income, Burford
reported a net loss of $29.9 million (Burford-only) for the first
quarter of 2024, compared to net profit of $259.4 million in the
same quarter last year.
Though Burford's results varied significantly year over year, the
company has over time accumulated strong aggregate net gains and
investment returns. Additionally, Burford had strong cash
collections of $138 million (Burford-only) in the first quarter of
2024, relating to strong prior-quarter realizations, and which were
roughly double its operating and finance expenses for the period.
Moody's expect that Burford will continue to add to its strong
cumulative investment returns over time, though periodic
performance is likely to continue to be volatile.
Burford has a strong capital position, with a tangible common
equity to tangible managed assets ratio of 36.3% at March 31, 2024,
which is higher than most finance companies. Moody's believe that a
strong capital position is essential, given that Burford adjusts
the carrying value of its assets to estimated fair values
quarterly, which increases the volatility of the company's capital
position. Burford has ample cushion versus the financial leverage
covenants in its debt agreements. To supplement its capital
position, Burford is also able to allocate investments to its
managed funds. Moody's expect that Burford will maintain its
current approach to capital management.
Burford's liquidity profile is strong, based on low leverage,
distributed debt maturities, strong cash balances and the ability
to retain strong cash flows by reducing new investments in a
downside scenario. These liquidity characteristics offset the
investment timing and return risks of legal outcomes relating to
settlement or trial adjudication. Cash and cash management assets
(Burford balance sheet only) totaled $567 million at March 31, 2024
and receivables (due from settlements) were $132 million, resulting
in a strong liquidity position. Burford had $1.4 billion of
unfunded legal finance undrawn commitments (Burford-only) at March
31, 2024, a significant figure in relation to its liquidity
sources. However, $786 million (58%) of Burford's unfunded
commitments are discretionary and $572 million (42%) are
definitive, funded over a number of years.
The outlook is positive based on Moody's expectations for the
company's continued strong performance, sector-leading competitive
positioning and low leverage, which combined will likely continue
to strengthen the company's credit profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Burford's ratings if the company: 1)
demonstrates strong management of inherently volatile investment
income, including by maintaining a diverse investment portfolio and
low investment concentrations; 2) diversifies funding while
maintaining low leverage and strong liquidity; and 3) maintains
strong primary and secondary liquidity sources in relation to debt
maturities, funding commitments and operating expenses.
Moody's could downgrade Burford's ratings if the company: 1)
increases expected earnings, cash flow and asset volatility by
increasing investment concentrations or through more aggressive
investment selection; 2) materially weakens liquidity, including by
reducing cash balances; or 3) materially increases leverage,
narrowing the cushion versus the company's leverage covenant.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
BYJUS ALPHA: DoubleLine ISF Marks $2.09MM Loan at 78% Off
---------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,097,742 loan
extended BYJU's Alpha, Inc. to market at $452,756 or 22% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine ISF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan to BYJU's Alpha, Inc. The loan accrues interest at a rate of
15.50% (Prime Rate + 7.00%, 0.75% Floor) per annum. The loan
matures on November 24, 2026.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
BYJU's Alpha, Inc. designs and develops education software
solutions.
BYJUS ALPHA: DoubleLine OCF Marks $182,689 Loan at 78% Off
----------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $182,689 loan
extended to BYJU's Alpha, Inc to market at $39,430 or 22% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine OCF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine OCF is a participant in a Senior Secured First Lien Term
Loan to BYJU's Alpha, Inc. The loan accrues interest at a rate of
15.50% (Prime Rate + 7.00%, 0.75% Floor)per annum. The loan matures
on November 24, 2026.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
BYJU's Alpha, Inc. designs and develops education software
solutions.
CHARLES RIVER: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Wilmington, Mass.-based
contract research organization (CRO) Charles River Laboratories
International Inc. (CRL) to positive from stable and affirmed all
its ratings on the company, including its 'BB+' issuer credit
rating.
S&P said, "The positive outlook indicates that we could raise the
ratings if the business' organic growth recovers later this year,
as we anticipate, and the company demonstrates relatively low
volatility during this period of challenging industry conditions
and maintains leverage below 3x."
CRL has a strong market position despite its narrow focus on
pre-clinical trials, which tend to be more cyclical than CRO
services.
The company has leading market positions across its three segments:
discovery and safety assessment (DSA; about 63% of 2023 revenues),
research model services (RMS; about 19%), and manufacturing
solutions (17%). The company has worked on more than 80% of the
pharmaceutical products approved over last five years. CRL has a
track record of expanding its market positions organically through
its reputation for quality and global capabilities. S&P believes
CRL can charge a price at or above competitors because customers
prioritize quality, timeliness, and reliability over price,
especially because its products and services are low in cost
relative to the potential revenue from the successful development
of a new pharmaceutical product. provides critical services in the
early stages of the development The company has less customer
concentration than other CROs with no customer accounting for more
than 3.5% of total revenue. CRL of new pharmaceutical products, and
most pharmaceutical companies outsource safety assessment
activities. Increasing complexity of studies is also a tailwind for
the business.
The company's focus on pre-clinical trials makes the business
highly dependent on the research and development (R&D) budgets of
both large pharmaceutical companies and venture capital investment
in pharmaceutical and biotech start-ups. S&P said, "We believe
early-stage R&D projects are more sensitive to macroeconomic
factors than the overall pharmaceutical industry and the broader
health care industry. Early-stage R&D projects are risky and can be
put on hold or abandoned in an economic downturn. In the 2008-2009
downturn, CRL's revenue declined 15% and S&P Global
Ratings-adjusted EBITDA declined 25% from 2008-2010. However, we
expect the business would be more resilient to a downturn given the
change in the industry landscape, including the emergence of a
robust biotech industry. Furthermore, the company's cost structure
is now positioned to scale up and down with sales, whereas in the
prior downturn, the company's greenfield factories remained empty
when volumes declined. In addition, large pharmaceutical companies
still had their own capacity to complete pre-clinical safety
assessments; but we believe much of the industry is outsourced."
Increasing pricing pressure could affect research and development
spending patterns. This could result in companies culling riskier
projects, but it could also result in the acceleration of more
promising assets. Overall, S&P does not expect pricing pressure to
reduce R&D spending in the near term, but rather anticipate that it
will grow over the next couple of years.
S&P said, "We expect steady organic growth and stable S&P Global
Ratings-adjusted EBITDA margins in 2024.
"We expect about 2% percent organic revenue growth in 2024.
Although the DSA segment experienced declines this year, the
company's backlog has held steady, and we expect demand for CRL's
DSA segment will recover in the second half of the year. Although
some biopharma clients appear to be rationalizing certain
early-stage programs, we still expect the company to grow this
year, given only a slight moderation in its DSA backlog.
"In addition, despite volatility in biotech funding over the last
few years, we are starting to see improving proposal activity and
increasing biotech funding. Ultimately, when CRL clients resume
investing in early-stage R&D, we believe its leadership position in
its markets will lead to future growth. Indeed, we believe most of
its clients are well funded, as the company estimates that only
about 5% of its backlog is attributed to pre-commercial, publicly
traded biotech companies that have less than two years of cash
runway available.
"CRL's S&P Global Ratings-adjusted EBITDA margins have largely been
stable in the mid- to upper-20% range in recent years. We expect
the margins will remain stable in 2024, ending the year at about
26.3% because its cost-savings initiatives and improving volumes in
its RMS and manufacturing business will offset declines in its DSA
segment.
"We expect leverage will remain in the 2x-3x range and any
increases above this range for acquisitions would be temporary."
The company has spent nearly $4.5 billion on acquisitions since
2012, and we expect it will make tuck-in acquisitions.
Historically, the company has shown a willingness to temporarily
increase S&P Global Ratings-adjusted leverage above 3x for a few
quarters after a large transaction, followed by a period where the
company reduces leverage back below 3x through a combination of
EBITDA growth and debt repayment.
S&P said, "We expect CRL to acquire companies in all three segments
to supplement its organic growth strategy and expect the company
will prioritize debt repayment when leverage is elevated, given its
2.5x leverage target. Company-calculated leverage is typically
about a quarter to half of a turn lower than our adjusted figure.
Our base-case scenario assumes CRL will spend about $300 million on
acquisitions in 2024 and $500 million annually in subsequent years
as the interest rate environment likely improves.
"In our opinion, substitution risk is a tail risk and we do not
anticipate the potential for industry disruption by AI tools or
pricing pressure to dramatically impact the company.
"AI could improve biopharma efficiency, but we believe material
headway is still years away and would impact the discovery business
first, which is less than 10% of revenues of the total company.
Only about 30% of this industry is outsourced, and we anticipate
the smaller biotech customers will still need to use CRL's
discovery services. We believe safety services would not be
impacted dramatically by the increasing use of AI in research and
development.
"In-vivo (in a living organism; primarily mice and rats) testing is
required to predict the safety of pharmaceuticals before being
tested in humans and we don't expect it will be replaced by
in-vitro testing or computer modeling within the next decade. Given
the complexity of a living organism and the risks involved, we do
not think regulators are likely to allow AI modeling or in-vitro
testing to replace animal models soon.
"The positive outlook reflects our improved view of the business as
the company has increased its scale, retains a leading market
position in most of its segments, and our expectation the company
will experience less volatility than it had during the last
downturn. It also incorporates our expectation that CRL will
generally maintain leverage below 3x, supported by improving
organic growth and stable EBITDA margins over the next 24 months.
This incorporates our forecast that leverage may occasionally
increase above 3x following acquisitions but decline below 3x in
the subsequent year or two given the company's solid cash flow
generation, track record of successful integration of acquired
companies, and commitment to deleveraging."
S&P could raise its ratings over the next 12-18 months if:
-- The company's operating performance experiences minimal
volatility during this current period of industry stress. We would
expect this to occur as investment returns to the biotech and
pharma industries; and
-- S&P believes leverage will remain below 3x over the long term.
S&P could revise the outlook to stable over the next 12-18 months
if:
-- The company's operating performance experiences elevated
volatility during the current period of industry stress; or
-- S&P believes leverage will remain above 3x on a sustained
basis.
CMTRD LLC: Case Summary & Three Unsecured Creditors
---------------------------------------------------
Debtor: CMTRD LLC
d/b/a Camlem Trade, LLC
10300 NW 19 St
Suite 1111
Doral, FL 33172
Business Description: The Debtor, founded in 2000 in Miami, FL, is
a wholesale hardware and accessory distributor. The Company
provides wholesale services for customers that purchase for retail
stores, corporate carrier stores, mall carts, and kiosks.
Chapter 11 Petition Date: June 26, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-16374
Judge: Hon. Corali Lopez-Castro
Debtor's Counsel: Susan D Lasky, Esq.
SUSAN D. LASKY, PA
320 SE 18 Street
Fort Lauderdale, FL 33316
Tel: 954-400-7474
Email: Jessica@SueLasky.com
Total Assets: $16,856,108
Total Liabilities: $4,947,291
The petition was signed by Yuletsy Granadillo as managing member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/67NS6NY/CMTRD_LLC__flsbke-24-16374__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Three Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. American Express Business Credit Card $570,841
World Finacial Center
200 Vesey St
New York, NY 10285
2. American Express Business Credit Card $506,919
POB 981535
El Paso, TX 79998
3. Chase Auto $218
POB 90176
Fort Worth, TX
76101-2076
COFFEE HOLDING: Terminates Merger with Delta Corp Holdings Limited
------------------------------------------------------------------
Coffee Holding Co., Inc. announced June 24, 2024, that it has
terminated the Definitive Merger and Share Exchange Agreement,
originally announced on Sept. 30, 2022 with Delta Corp. Holdings
Limited.
"After almost two years of attempting to get our previously
announced merger with Delta over the finish line, and as the
shareholder vote from April to approve the merger proved
unsuccessful, the board of directors has elected to terminate the
Merger Agreement and move forward as an independent company. It is
the board's belief that as an independent company, if we can
execute our renewed growth strategy, we will be able to create the
shareholder value that has eluded us recently," said Andrew Gordon,
Coffee Holding's chief executive officer.
"We have spent the past few years cleaning up our balance sheet and
paying down debt which was incurred from the combined accumulated
losses created by our former subsidiary Generations Coffee LLC and
the purchase and relocation of several pieces of equipment for
production that were required for our new manufacturing
reorganization. We are extending our credit agreement with our
lender, Webster Bank, which we believe will address our ability to
continue as a going concern. We have secured several new pieces of
business over the past year, including production agreements with
the largest retailer by market share in the Northeast and a two
year agreement with one of the larger U.S. national retail chains.
These agreements have helped us grow our revenue for four
consecutive quarters despite the loss of approximately $8.0 million
in annual revenue resulting from the closure of our
Generations/Steep subsidiary," continued Mr. Gordon.
"We have also shown profits in three of the past four reporting
periods, with $0.02 per share loss this past quarter, which was an
improvement from Q2 of Fiscal 2023, our only recent quarterly loss.
This loss was primarily due to a historic surge in the London
Robusta market to all time contract highs over the past months,
which dramatically impacted profit margins on both our branded and
private label business for which London Robusta is a key ingredient
in most commercial blends. We have since initiated a series of
price increases to most of our major customers which we believe
will offset the increase in the price of London Robusta coffee.
However, we expect these price increases to have a lagging effect
and do not expect them to be fully recognized in our results until
after this month and for our fiscal fourth quarter 2024. We also
believe that once the London Robusta market normalizes to its
historical price range, we will be well positioned to earn
additional profits compared to recent results due to the increased
levels of branded and private label customers acquired over the
last twelve to eighteen months," concluded Mr. Gordon.
About Coffee Holding Co.
Staten Island, NY-based Coffee Holding Co., Inc. is an integrated
wholesale coffee roaster and dealer located in the United States.
The Company's core products can be divided into three categories:
(1) Wholesale Green Coffee; (2) Private Label Coffee; and Branded
Coffee.
New York, NY-based Marcum LLP, the Company's auditor from 2013 to
2021 and subsequently reappointed in 2022, issued a "going concern"
qualification in its report dated Feb. 9, 2024, citing that the
Company's line of credit is maturing on June 30, 2024 and
additionally there are certain financial covenants that the Company
are in violation with the lender. The Company has not received a
waiver from the lender. The lender has reserved its right to
exercise its rights and remedies at any time in its sole
discretion. The auditor said the uncertainties surrounding the
ability to receive a waiver and extending its line of credit when
it becomes due raise substantial doubt as to whether existing cash
and cash equivalents will be sufficient to meet its obligations as
they become due within twelve months from the date the consolidated
financial statements were issued.
COMMUNITY HEALTH: Novant Health to Terminate Sale Agreement
-----------------------------------------------------------
Community Health Systems, Inc. announced that on June 18, 2024,
Novant Health, Inc., a North Carolina non-profit corporation,
informed the Company that Novant has decided not to move forward
with the acquisition of two North Carolina hospitals. The
transactions were contemplated by an Asset Purchase Agreement dated
February 28, 2023, by and among Novant and certain subsidiaries of
the Company (the "CHS Selling Entities").
Pursuant to the Purchase Agreement, Novant agreed to acquire
substantially all of the assets of, and assume certain liabilities
from, the CHS Selling Entities related to Lake Norman Regional
Medical Center, a 123-bed hospital in Lake Norman, North Carolina;
Davis Regional Psychiatric Hospital, a 144-bed behavioral health
facility in Mooresville, North Carolina; and certain related
businesses.
Novant has informed the Company it intends to exercise its right to
formally terminate the Purchase Agreement soon.
Novant's decision follows a ruling by the Fourth Circuit Court of
Appeals. On June 18, 2024, the Court issued a temporary injunction
blocking the sale to Novant Health, pending final resolution of an
appeal by the Federal Trade Commission. The injunction prevented
completion of the transaction until the Court of Appeals decides
whether to uphold or overturn a previous District Court decision
that allowed the sale to proceed.
The Company is in the process of evaluating the current operations
at Lake Norman Regional Medical Center and Davis Regional
Psychiatric Hospital in light of the termination of the Novant
transaction. In the interim, there will be no disruption to patient
care or any other immediate changes to the healthcare services
offered by these hospitals.
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net/-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. Its affiliates
provide healthcare services, developing and operating healthcare
delivery systems in 40 distinct markets across 15 states.
As of March 31, 2024, the Company has $14.4 billion in total
assets, $15.3 billion in total liabilities, and $1.21 billion in
total stockholders' deficit.
* * *
As reported by the TCR on Dec. 15, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s Corporate Family
Rating to Caa2 from Caa1. Moody's said the downgrade of Community
Health's ratings reflects the company's very high level of the
financial leverage and the company's inability to generate positive
free cash flow despite some industry wide easing of labor pressure
in recent quarters.
As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised
its rating on Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). S&P said, "We believe Community Health's
capital structure is currently unsustainable. The company remains
highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of
8.4x. In addition, the company has not established a track record
of sustained positive free cash flow generation. While we expect
improved EBITDA margins and positive cash flow in 2024, leverage
will remain high while the company has a significant interest
burden and maturities starting in 2026."
D AND J'S HASH: June 28 Hearing on Continued Cash Access
--------------------------------------------------------
In the Chapter 11 case of D and J's Hash House, Inc., the U.S.
Bankruptcy Court for the District of Massachusetts has authorized
the Debtor to continue using cash collateral on an interim basis
under the same terms and conditions through June 28, 2024. A
hearing on the Debtor's further use of cash collateral is set for
June 28 at 2:00 pm and will be conducted via Zoom video conference.
At the Court's directive, the Debtor filed its Updated Cash Flow
and Projections, disclosing projected total expenses of $67,735 for
the month of May and $65,735 for each of the months of July, August
and September. The Debtor did not provide projections for June. The
Debtor said actual May expenses total $76,714.
About D and J's Hash House, Inc.
D and J's Hash House, Inc. operates D&J's Hash House restaurant in
Southwick, Mass., which is open for breakfast and lunch.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 24-30072) on February 23,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities. Susan Duffy, president, signed the petition.
Judge Elizabeth D. Katz oversees the case.
Robert E. Girvan III, Esq., at Weiner Law Firm, P.C., is the
Debtor's bankruptcy counsel.
* * *
D and J's Hash House, Inc. d/b/a D&J's Hash House filed with the
U.S. Bankruptcy Court for the District of Massachusetts a Small
Business Plan of Reorganization under Subchapter V dated May 23,
2024. Class 4 consists of the general unsecured claims. In full and
complete satisfaction, settlement, release and discharge of the
Class 4 Claims, each holder of the Allowed Class 4 Claim shall
receive cash in an amount equal to such Claim's pro rata share of
$15,000. The $15,000 shall be funded in quarterly installments for
the 3 years after the Effective Date. Class 4 is impaired under the
Plan, and shall be entitled to vote to accept or reject this Plan.
The filed and scheduled General Unsecured Claims against the Debtor
(including undersecured claims) total $329,303.60.
Class 5 consists of holders of Interests in the Debtor. On the
Effective Date, each holder shall retain their Interests in the
Debtor in the same proportions that existed on the Petition Date.
This Plan will be funded from cash on hand, working capital, and
cash from ongoing business operations. The Debtor will continue to
operate in the ordinary course of business. The Plan provides for
the submission of all or such portion of the future earnings of the
Debtor as is necessary for the execution of the Plan.
A full-text copy of the Plan of Reorganization dated May 23, 2024,
is available at https://urlcurt.com/u?l=4SKpVm from
PacerMonitor.com at no charge.
EMCORE CORP: Receives Notice From HCP-FVI Over Alleged Default
--------------------------------------------------------------
EMCORE Corporation reported in a Form 8-K filed with the Securities
and Exchange Commission on June 21, 2024, that it received a
written notice on June 14, 2024, from HCP-FVI, LLC, as
administrative agent for the lenders, under that certain Credit
Agreement, dated Aug. 9, 2022, by and among the Company, the
domestic subsidiaries of the Company from time to time party
thereto, the lenders from time to time party thereto, and the
Agent, that an alleged event of default has occurred.
The Original Notice specifies that in the Agent's view, certain
defaults have occurred under the Credit Agreement due to the
Borrowers' failure to: (i) provide a consolidated balance sheet of
the Company and its subsidiaries together without a "going concern"
or like qualification or exception, (ii) deliver a compliance
certificate with financial reporting along with concurrent
analysis, (iii) deliver notice to the Lenders as to election to pay
all or a portion of interest as PIK interest prior to the payment
deadlines of May 1, 2024 and June 1, 2024, and (iv) provide certain
projections as required under the Credit Agreement. As a result of
these alleged defaults, the Original Notice stated that the Agent
is exercising its right to accrue interest at the default rate of
18% beginning May 1, 2024 and that the Borrowers are required to
appoint a Chief Restructuring Officer in accordance with the terms
of the Credit Agreement, the selection of whom is subject to the
consent of the Lenders.
On June 21, 2024, the Company received a subsequent written notice
from the Agent in which the Agent stated that it would not be
accelerating the amounts owed under the Credit Agreement nor taking
any remedies afforded to it under the Credit Agreement other than
accruing interest at the default rate of 18% for the seven day
period beginning June 21, 2024. The Subsequent Notice further
states that the Agent is not waiving any Lenders' rights or remedy
available under the Credit Agreement.
The Company does not agree with the Agent that a Going Concern
Default or a Projections Default has occurred under the Credit
Agreement. Further, while the Company acknowledges that a default
occurred with respect to the Compliance Certificate Default and the
Notice Default, the Company has cured these defaults as of June 8,
2024 and June 5, 2024, respectively, in accordance with the terms
of the Credit Agreement, and as such, does not believe any such
default continues to exist.
The Company said it has responded to the Original Notice advising
the Agent that no default or event of default under the Credit
Agreement currently exists for the reasons described above. The
Company is engaged in good faith discussions with the Agent
regarding mechanisms to address the Notices and prevent such an
event in the future.
About Emcore
Headquartered in Alhambra, California, EMCORE Corporation --
https://www.emcore.com -- is a provider of sensors and navigation
systems for the aerospace and defense market. Over the last five
years, EMCORE has expanded its scale and portfolio of inertial
sensor products through the acquisitions of Systron Donner
Inertial, Inc. in June 2019, the Space and Navigation business of
L3Harris Technologies, Inc. in April 2022, and the FOG and Inertial
Navigation Systems business of KVH Industries, Inc. in August 2022.
The Company's multi-year transition from a broadband company to an
inertial navigation company has now been completed following the
sale of its cable TV, wireless, sensing and defense optoelectronics
business lines and the shutdown of its chips business line and
indium phosphide wafer fabrication operations.
Going Concern
"We have recently experienced losses from our operations and used a
significant amount of cash, amounting to a net loss of $8.5 million
and $14.2 million for the three and six months ended March 31,
2024, respectively, and net cash outflows from continuing
operations of $9.7 million for the six months ended March 31, 2024.
We expect to continue to incur losses and use cash in our
operations in the near term. As a result of our recent cash
outflows, we have taken actions to manage our liquidity and plan to
continue to do so. As of March 31, 2024, our cash and cash
equivalents totaled $12.0 million, including restricted cash of
$0.5 million.
"We are evaluating the sufficiency of our existing balances of cash
and cash equivalents and cash flows from operations, together with
additional actions we could take including further expense
reductions and/or potentially raising capital through additional
debt or equity issuances, or from the potential monetization of
certain assets. However, we may not be successful in executing on
our plans to manage our liquidity, including recognizing the
expected benefits from our previously announced restructuring
program, or raising additional funds if we elect to do so, and as a
result substantial doubt about our ability to continue as a going
concern exists," said Emcore in its Quarterly Report for the period
ended March 31, 2024.
EMX ROYALTY: Announces Grant of Security-Based Compensation
-----------------------------------------------------------
EMX Royalty Corporation announced June 24, 2024, that pursuant to
its equity incentive plan, it has granted an aggregate of 1,442,400
incentive stock options to officers, directors, employees and
consultants of the Company. The options are exercisable at a price
of C$2.47 per share for a period of five years.
The Company also granted an aggregate of 647,000 restricted shares
units ("RSU") with performance criteria. These RSUs have a 3-year
cliff vesting provision and have been granted to officers,
directors, and key employees, subject to any applicable stock
exchange approvals and vesting requirements. Each RSU with
performance criteria will entitle the holder to acquire, for nil
cost, between zero and 1.5 common shares of the Company, subject to
the achievement of performance conditions relating to the Company's
total shareholder return, and certain operational milestones.
The Company also announced it has granted an aggregate of 132,000
RSUs with no performance criteria to certain employees and
consultants of the Company, subject to any applicable stock
exchange approvals and vesting requirements. The RSUs will vest in
3 equal tranches over a 3-year period with the first, second and
third tranches vesting on the first, second and third anniversaries
of the date of the grant, respectively. Each RSU with no
performance criteria entitles the holder to acquire, for nil cost,
one common share of the Company.
All securities issued to officers and directors of the Company will
be subject to restrictions on resale for a period
four-months-and-one-day following the original issuance of such
securities, in accordance with the policies of the TSX Venture
Exchange.
About EMX
EMX Royalty Corporation -- https://emxroyalty.com/ -- is a
precious, and base metals royalty company. EMX's investors are
provided with discovery, development, and commodity price
optionality, while limiting exposure to risks inherent to operating
companies. The Company's common shares are listed on the NYSE
American Exchange and TSX Venture Exchange under the symbol "EMX".
Vancouver, Canada-based Davidson & Company LLP, the Company's
auditor since 2002, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has a working
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.
EPR INVESTMENTS: Appointment of Chapter 11 Trustee Sought
---------------------------------------------------------
Evan Rubinson, an equity owner of EPR Investments, L.C., is seeking
to give control of the company's estate to a bankruptcy trustee.
In a motion filed with the U.S. Bankruptcy Court for the Middle
District of Florida, Mr. Rubinson's attorney Paul Thanasides, Esq.,
asked for the appointment of an independent trustee in EPR's
Chapter 11 case, citing ongoing dispute over control of the
company.
Pamela Keris-Rubinson, chief executive officer of Armadillo
Distribution Enterprises, Inc., claims ownership of 99% of the
membership interests in EPR and has exercised control of the
company by virtue of such ownership.
In 2016, the membership interests were assigned to a trust and Ms.
Rubinson, who claims the assignment is ineffective, was denied
control of the membership interests by the official administering
the trust. The validity of the assignment is currently being
litigated in state court.
Mr. Thanasides expressed concern it could be months before there is
a final decision on the ownership dispute, allowing Ms.
Keris-Rubinson to make many decisions for the company.
"[EPR] should not be saddled with the decisions and actions of
someone who may not have authority to make those decisions or take
those actions," the attorney said, adding that as CEO of Armadillo,
EPR's only tenant, Ms. Keris-Rubinson is "too conflicted" to honor
her fiduciary duty to the company's creditors and equity holders.
EPR owns a 111,000-square-foot building in Tampa on Waters Avenue.
Armadillo occupies the building on a month-to-month, oral lease,
according to Ms. Keris-Rubinson's own testimony at a meeting of
creditors.
"A successful reorganization of [EPR] includes maximizing the
rental value of the building. Ms. Keris-Rubinson is not able to do
that because of her conflict," the attorney said.
Mr. Thanasides further said that EPR also has claims against Ms.
Keris-Rubinson and her company that are not scheduled.
In June of 2020, EPR paid more than $4 million of Armadillo's debt
to Valley National Bank. The company did not owe Armadillo any
money and did not buy anything from it, which makes the $4 million
payment a gift, a loan or an equity acquisition.
If it was a gift, EPR has a cause of action against Ms.
Keris-Rubinson for breach of fiduciary duty. If it was a loan, the
company has a significant receivable and if the company bought
equity, it owns Armadillo stock.
"None of these assets were identified on the schedules filed by Ms.
Keris-Rubinson. Ms. Keris-Rubinson will not identify these assets
because doing so will hurt Armadillo," Mr. Thanasides said.
Attorneys for Evan Rubinson:
Paul Thanasides, Esq.
Mary Thanasides, Esq.
McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A.
1228 E. 7th Avenue, Suite 100
Tampa, FL 33605
Telephone: 813.223.0000
Facsimile: 813.225.1221
About EPR Investments
EPR Investments, L.C. is a Single Asset Real Estate as defined in
11 U.S.C. Section 101(51B). The Debtor is the owner of a real
property located at 4904 W. Waters Avenue, Tampa, Fla., valued at
$17.2 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01969) on April 10,
2024, with $17,200,000 in assets and $6,506,127 in liabilities.
Pamela Keris-Rubinson, managing member, signed the petition.
Judge Catherine Peek Mcewen presides over the case.
Robert Elgidely, Esq., at Fox Rothschild, LLP represents the Debtor
as legal counsel.
ESE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ESE Industries, Inc.
8950 SW 74th Court
Suite 2210
Miami, FL 33156
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-16126
Judge: Hon. Robert A. Mark
Debtor's Counsel: Richard R. Robles, Esq.
LAW OFFICES OF RICHARD R. ROBLES, P.A.
905 Brickell Bay Drive
Suite 228
Miami, FL 33131
Tel: (305) 755-9200
Email: rrobles@roblespa.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carlos S. Hermida 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/PM2XASY/ESE_Industries_Inc__flsbke-24-16126__0001.0.pdf?mcid=tGE4TAMA
ETG FIRE MIDCO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: ETG Fire Midco, LLC
7700 E. Iliff Ave
#G
Denver, CO 80231
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
Case No.: 24-13447
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: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Torrence Henry as CEO, ETG Fire Midco,
LLC.
The Debtor indicated it has no unsecured creditors.
https://www.pacermonitor.com/view/AZAYMFY/ETG_Fire_Midco_LLC__cobke-24-13447__0008.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4326U5Y/ETG_Fire_Midco_LLC__cobke-24-13447__0001.0.pdf?mcid=tGE4TAMA
EXELA TECHNOLOGIES: 5 of 7 Proposals Approved at Annual Meeting
---------------------------------------------------------------
Exela Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 18, 2024, that the
Annual Meeting of the Company was held virtually on Thursday, June
13, 2024 at which the stockholders:
(1) elected Sharon Chadha, J. Coley Clark, and Ronald C. Cogburn
as Class A directors to hold office until the 2027 Annual Meeting
of Stockholders; and Martin P. Akins and Par S. Chadha as Class C
directors to hold office until the 2026 Annual Meeting of
Stockholders and, in each case, until their successors are duly
elected and qualified or until such director resigns or is removed
from the Board of Directors;
(2) did not approve, on a non-binding, advisory basis, the
fiscal 2023 compensation paid to the Company's named executive
officers;
(3) approved, on a non-binding, advisory basis, a yearly
frequency of future advisory votes on the compensation of the
Company's named executive officers;
(4) approved the Exela Technologies, Inc. 2024 Stock Incentive
Plan;
(5) did not approve an amendment to the Certificate of
Designations of the Company's Series B Cumulative Convertible
Perpetual Preferred Stock to allow the Company, in its sole
discretion, to have the ability to (a) pay dividends in shares of
Common Stock, (b) pay less than all of the accrued dividends, and
(c) pay dividends on any date designated by the Company's board of
directors for the payment of dividends;
(6) ratified EisnerAmper LLP as the Company's independent
registered public accounting firm for the fiscal year ending Dec.
31, 2024; and
(7) approved one or more adjournments of the Annual Meeting, if
necessary or appropriate, if a quorum is present, to permit further
solicitation of proxies if there are not sufficient votes at the
time of the meeting to approve Proposal 5.
Approval of Proposal 5 required the affirmative vote of both the
(i) holders of a majority in voting power of the outstanding shares
of Common Stock, Tandem Preferred Stock, and Special Voting Stock
entitled to vote thereon, voting together as a single class and
(ii) holders of a majority of the outstanding shares of Series B
Preferred Stock, excluding shares held by "Affiliates" (as defined
in the Series B Preferred Stock Certificate of Designations) of the
Company.
Although (i) Proposal 5 was not approved and (ii) Proposal 7 was
approved by stockholders at the Annual Meeting, the Company has
elected to not adjourn the Annual Meeting to permit further
solicitation of proxies to approve Proposal 5.
About Exela Technologies
Headquartered in Irving, Texas, Exela Technologies, Inc. --
www.exelatech.com -- is a global provider of transaction processing
solutions, enterprise information management, document management
and digital business process services. The Company's
technology-enabled solutions allow global organizations to address
critical challenges resulting from the massive amounts of data
obtained and created through their daily operations. Its solutions
address the life cycle of transaction processing and enterprise
information management, from enabling payment gateways and data
exchanges across multiple systems, to matching inputs against
contracts and handling exceptions, to ultimately depositing
payments and distributing communications.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 3, 2024, citing that the Company has experienced
recurring losses, has a working capital deficit and stockholders'
deficit and significant future required cash payments for interest
under its long-term debt obligations that raise substantial doubt
about its ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised
its issuer credit rating on Exela Technologies Inc. to 'CCC' from
'SD' (selective default). S&P said, "Despite improving revenue
trends and cost savings, we forecast limited liquidity cushion in
January and July of 2024."
FINTHRIVE SOFTWARE: DoubleLine ISF Marks $2.2MM Loan at 36% Off
---------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,205,000 loan
extended to FinThrive Software Intermediate Holdings, Inc to market
at $1,403,968 or 64% of the outstanding amount, as of March 31,
2024, according to a disclosure contained in DoubleLine ISF's
Amended Form N-CSR for the six-month period ended March 31, filed
with the U.S. Securities and Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to FinThrive Software Intermediate Holdings, Inc. The
loan accrues interest at a rate of 12.19% (CME Term SOFR 1 Month +
6.86%) per annum. The loan matures on December 17, 2029.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
FinThrive is a provider of revenue cycle management software
solutions to the healthcare sector.
FINTHRIVE SOFTWARE: DoubleLine OCF Marks $235,000 Loan at 36% Off
-----------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $235,000 loan
extended to FinThrive Software Intermediate Holdings, Inc. to
market at $149,629 or 64% of the outstanding amount, as of March
31, 2024, according to a disclosure contained in DoubleLine OCF's
Amended Form N-CSR for the six-month period ended March 31, filed
with the Securities and Exchange Commission.
DoubleLine OCF is a participant in a Senior Secured Second Lien
Term Loan to FinThrive Software Intermediate Holdings, Inc. The
loan accrues interest at a rate of 12.19% (1 Month US Secured
Overnight Financing Rate + 6.86%, 0.50% Floor)per annum. The loan
matures on December 17, 2029.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
FinThrive is a provider of revenue cycle management software
solutions to the healthcare sector.
FINTHRIVE SOFTWARE: DoubleLine YOF Marks $785,000 Loan at 36% Off
-----------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $785,000 loan
extended to FinThrive Software Intermediate Holdings, Inc to market
at $499,000 or 64% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in DoubleLine YOF's Amended
Form N-CSR for the six-month period ended March 31, filed with the
Securities and Exchange Commission.
DoubleLine YOF is a participant in a Senior Secured Second Lien
Term Loan to FinThrive Software Intermediate Holdings, Inc. The
loan accrues interest at a rate of 12.19% (1 Month US Secured
Overnight Financing Rate + 6.86%, 0.50% Floor) per annum. The loan
matures on December 17, 2029.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
FinThrive is a provider of revenue cycle management software
solutions to the healthcare sector.
FORTREA HOLDINGS: Fitch Lowers LongTerm IDR to 'BB-', Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded Fortrea Holdings, Inc.'s Long-Term
Issuer Default Rating (IDR) to 'BB-' from 'BB'. Additionally, Fitch
has affirmed the 'BB+'/'RR2' ratings of the senior secured debt
instruments. The Rating Outlook is Negative.
The downgrade reflects the company's weak operating performances
following its spin-off in July 2023 including a weakening FCF
generation and a slower than anticipated progression on margin
improvements, resulting in Fitch's expectation that the company
will be unlikely to reduce EBITDA leverage to its previous leverage
sensitivities of 4.0x over the next 12 to 24 months. The Negative
Outlook reflects continued volatilities in the biopharmaceutical
end markets and execution risks on consistently winning new
businesses and implementing its cost improvement programs.
The 'BB-' IDR considers Fortrea's competitive position as a global
contract research organization (CRO) that offers a broad range of
clinical development solutions to biopharmaceutical and medical
device customers.
KEY RATING DRIVERS
Revenue Growth Prospects: Fitch forecasts an organic revenue
decline of approximately 1% in 2024 with a mid-single digit decline
anticipated in the first half of 2024. Fitch then projects organic
growth to improve steadily, reaching 5% by 2027 driven by new
business wins. The Negative Outlook captures, in part, the risk of
less meaningful or delayed growth.
Fitch views the CRO industry to be a mid-single digit grower under
a normal macroeconomic environment, and expects Fortrea to grow at
least in-line with the market over the long term to remain
competitive. The limited near-term revenue growth expectation is
primarily attributed to 1) continued impact from weak sales and mix
of sales during the year prior to the spin-off; 2) a slower burn
rate with some studies extending to longer durations; 3) the lack
of evidence for stabilization of demand in the biopharmaceutical
end markets; partially mitigated by the company's sequential growth
in backlog and its book-to-bill ratio of above 1.2x since the
spin-off, albeit lower at 1.1x in 1Q24 due to a project reschedule
and a cancellation in the quarter.
Margin Improvement Slower than Expected: Fitch now anticipates
Fortrea's EBITDA margins to be 8.7% in 2024 and 11.2% in 2025,
which are notably below its previously forecasted margins of 10.3%
and 13%, respectively. The change in expectation is due to
continued sequential margin compression, with EBITDA margins at
8.4% for 2023 and roughly 4% for 1Q24. The absence of margin
stabilization has reduced Fitch's confidence in Fortrea's ability
to achieve the anticipated margin improvements, particularly in
light of the volatile end-market demands.
Fitch's assumed 2024 EBITDA margin of 8.7% considers the company's
ongoing cost savings programs, and the assumed expansion to 11.2%
in 2025 is supported by a combination of improvement in gross
margin driven by revenue growth and SG&A reduction resulting from
optimizations of IT and other support functions. In addition to
cost reduction efforts, Fitch believes consistent revenue growth to
be an equally, if not more important, driver to Fortrea's margin
expansions as direct costs are expected to be relatively fixed in
the near term.
Elevated Leverage; Weakened FCF: Fortrea's EBITDA leverage was 6.2x
(including the recently divested Enabling Services line) at YE2023
and is expected to remain elevated at 6.3x (excluding Enabling
Services) at YE2024, with benefits of debt repayments from the
divestiture offset by the divested EBITDA and the company's recent
utilization of its account receivables securitization program,
which Fitch treats as senior debt in its total debt calculations.
Fitch expects Fortrea to deleverage to around 4.5x in 2025 and 4.1x
by 2026 predominantly through EBITDA growth. The 'BB-' IDR
considers that Fortrea will maintain EBITDA leverage below 4.5x
over the long term.
Excluding the impact of the company's receivables sale, Fitch
expects Fortrea to incur materially negative FCF in 2024, driven by
elevated restructuring and one-time spin related costs, and
increased capex spending. Fitch expects annual FCF to return to
historical levels at approximately $110 million by 2027 with
moderation in one-time expenses, and assumes excess cash flows to
be deployed toward debt repayment, and some tuck-in acquisitions in
the outer years.
Competitive in a Consolidating Industry: Fortrea is dedicated to
clinical-stage contract research studies following its spinoff from
LabCorp. According to Fortrea, it participates in the clinical
development segment of the CRO industry with a total addressable
market size of approximately $35 billion, a near-term growth rate
of 3%-5%, and a long-term growth rate of 6%-9%. Healthy long-term
growth prospects are driven by increasing biopharmaceutical R&D
spend, increased demand for longer and more complex clinical trials
and scientific innovation. However, short-term growth can be
volatile due to less robust biotech funding activities and R&D
budget constraints from some large pharmaceutical companies.
The once-fragmented CRO industry has undergone significant
consolidation such that a large portion of market share is
controlled by a select group of vendors. Fitch expects Fortrea to
hold a top-10 market share in Clinical CRO, despite it being
smaller and less diversified than larger competitors such as IQVIA
Holdings, Inc. and ICON plc. Notwithstanding recent operational
challenges, Fitch continues to believe that Fortrea's track record
of operations and broad range of offerings should allow the company
to remain competitive in the consolidating market.
DERIVATION SUMMARY
The 'BB-' IDR reflects Fortrea's competitive position as a global
CRO that offers a broad range of clinical development solutions to
biopharmaceutical and medical device customers. Fortrea maintains
its commitment to a net leverage target of 2.5x-3.0x over the
medium to long term. The rating is constrained by considerably
lower profitability compared to peers, resulting in EBITDA leverage
sustained at elevated levels since the spin-off. Fitch's 'BB-'
rating anticipates EBITDA leverage being around or under 4.5x over
the forecast period.
The majority of Fortrea's public peers benefit from larger scale,
more diversified business mix and higher profitability levels. Star
Intermediate Holdings, Inc. (dba Syneos; B+/Stable) is expected to
operate with higher leverages over the longer term. Charles River
Laboratories International, Inc. (BBB-/Stable) participates in the
pre-clinical CRO segment (as opposed to Fortrea in the clinical CRO
market) and maintains a strong competitive position with a
track-record of leverage maintenance.
Corporate Recovery Ratings and Instrument Ratings
Fortrea's senior secured debt instruments' 'RR2' Recovery Ratings
are a function of Fortrea maintaining a receivables securitization
program, which Fitch considers to be senior to the senior secured
debt instruments in a bankruptcy scenario.
KEY ASSUMPTIONS
- Revenue of $2.8 billion and EBITDA margin of 8.7% in 2024;
- Annual organic revenue growth in the low- to mid-single digit
range after 2024;
- EBITDA margins expand to 11%-12% in 2025-2026 and around 13% in
2027 through a combination of TSA exits, cost saving initiatives,
and operating leverage;
- Effective interest rates of 7.0%-8.0% over the forecast period,
moving with SOFR;
- Capex of 1.5%-3.5%% of revenue over the forecast period;
- Excluding any impact from the receivables securitization program,
negative FCF in 2024; thereafter, modestly positive FCF generation
in 2025 and FCF margins of 2.0%-3.5% in 2026-2027;
- Mandatory debt repayment using the initial proceeds from the sale
of Enabling Services segment, and full utilization of the
receivables securitization program to repay debt and provide cash
to the balance sheet in 2024; thereafter, voluntary debt repayments
using excess cash above operational requirement;
- Acquisitions totaling $125 million after 2025;
- No allocation of FCF toward shareholder-friendly actions.
RATING SENSITIVITIES
The Outlook could be revised to Stable following a margin
stabilization that supports a clear pathway to reducing EBITDA
leverage to below 4.5x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Operational stability that leads to EBITDA margin expansion to
levels similar to Fortrea's public peers;
- Capital deployment strategies that leads to Fitch's expectation
of EBITDA leverage sustaining below 4.0x and (CFO-capex)/debt
sustaining above 5%;
- Increased scale and diversification that strengthen Fortrea's
competitive position among global CROs.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Operational instability that leads to EBITDA margins sustaining
below the low teens;
- Capital deployment strategies that leads to Fitch's expectation
of EBITDA leverage sustaining above 4.5x and (CFO-capex)/debt
sustaining below 2.5%.
LIQUIDITY AND DEBT STRUCTURE
Liquidity to Remain Adequate: Liquidity is supported by $93 million
of cash on hand and $421 million available under its $450 million
senior secured revolver due 2028 at March 31, 2024. On June 20,
2024, Fortrea sold certain receivables and received proceeds of
$300 million under its receivables securitization program. These
proceeds are anticipated to be deployed towards some debt paydown
and providing cash to the balance sheet. Fitch expects FCF to be a
material use of cash in 2024.
No Near-Term Debt Maturities: Fortrea has no near-term debt
maturities, with its revolving credit facility and term loan A
maturing in 2028, and the term loan B and senior secured notes
maturing in 2030. The company has deployed all initial proceeds
from the sale of Enabling Services segment towards term loan
repayment, and Fitch expects Fortrea to continue paying down debt
using excess cash above operational requirement. Fitch assumes
effective interest rates of 7.0%-8.0% over the forecast period.
ISSUER PROFILE
Fortrea Holdings, Inc. is a CRO that provides clinical development
solutions for the life sciences industry. Its services include
management of phase I-IV clinical trials, clinical pharmacology and
consulting, spanning more than 90 countries and over 20 therapeutic
areas.
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
Fortrea Holdings, Inc. has an ESG Relevance Score of '4' for
Financial Transparency due to the company's weakness in internal
control over financial reporting which resulted in instances of
adjustments to the company's previously reported financials and led
to a late 10-Q filing with the SEC. This has a negative impact on
its credit profile, and is relevant to the rating in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Fortrea Holdings Inc. LT IDR BB- Downgrade BB
senior secured LT BB+ Affirmed RR2 BB+
FTX TRADING: McCarter & English Represents Customers
----------------------------------------------------
The law firm of McCarter & English, LLP filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 cases of FTX Trading Ltd. and
affiliates, the firm represents Sunil Kavuri, Ahmed Abd ElRazek and
Pat Rabitte (collectively, the "Customers").
On or about January 9, 2024, the Customers retained McCarter to
represent them in connection with the Debtors' Chapter 11 cases.
Each Customer has consented to McCarter's representation of the
Customers and has executed an engagement letter expressly
consenting to such group representation. McCarter does not
represent any of the Customers in their individual capacity or with
respect to any property interests or related claims other than in
connection with their status as a customer and creditor of the
Debtors.
Moreover, McCarter has been contacted by more than 1,500 additional
individuals and entities to represent their interests as former
customers of the FTX.com exchange. McCarter has not been retained
to represent these customers yet, but they or other additional
customers may also seek to retain McCarter in these Cases, and
McCarter will file additional Statements, as necessary, to comply
with Bankruptcy Rule 2019.
Customer Digital Asset Amount
-------- ------------- ------
Sunil Kavuri AVAZ 0.0000000031764286
Sunil Kavuri BTC 15.7350531725100000
Sunil Kavuri ETH 799.9430000025000000
Sunil Kavuri KSHIB 5.4012750000000000
Sunil Kavuri LUNA2 73.4726725400000000
Sunil Kavuri LUNA2_LOCKED 171.4362359000000000
Sunil Kavuri LUNC 0.0000000050000000
Sunil Kavuri SOL 0.0025545500000000
Sunil Kavuri TRX 114645.6830375000000000
Sunil Kavuri USDT 0.0000000091450000
Sunil Kavuri XRP 0.2890500000000000
Sunil Kavuri GBP 387489.6037619599400000
Sunil Kavuri USD 2.9682595715943596
Pat Rabbitte AMD 423.5852660000000000
Pat Rabbitte STETH 92.1851188548634167
Ahmed Abd El-Razek BTC 505.4539255542851335
Ahmed Abd El-Razek USD 7095694.6360011950000000
Counsel for Sunil Kavuri, Ahmed Abd-El-Razek and Pat Rabitte:
MCCARTER & ENGLISH, LLP
Shannon D. Humiston, Esq.
Renaissance Centre
405 N. King Street, 8th Floor
Wilmington, Delaware 19801
Tel: 302-984-6300
Fax: 302-984-6399
Email: shumiston@mccarter.com
- and –
David Adler, Esq.
Worldwide Plaza
825 Eighth Ave., 31st Floor
New York, NY 10019
Phone: (212) 609-6847
Fax : (212) 609-6921
Email: dadler@mccarter.com
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases. White
collar crime specialist Mark S. Cohen has reportedly been hired to
represent SBF in litigation. Lawyers at Paul Weiss previously
represented SBF but later renounced representing the entrepreneur
due to a conflict of interest.
H-FOOD HOLDINGS: S&P Downgrades ICR to 'CCC-', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
H-Food Holdings LLC (operating as Hearthside Foods Solutions) to
'CCC-' from 'CCC' because it believes a default, bankruptcy filing,
distressed debt exchange, or debt restructuring is likely within
the next six months because it needs to address its capital
structure.
S&P said, "Concurrently, we lowered our issue-level rating on its
$202.5 million revolving credit facility and $2.02 billion
first-lien term loans to 'CCC-' from 'CCC'. The recovery ratings
remain '3', indicating our expectations for meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a payment default.
We also lowered our issue-level rating on the company's $350
million senior unsecured notes to 'C' from 'CC'. The recovery
rating remains '6', indicating our expectations for negligible
recovery (0%-10%; rounded estimate: 0%) in the event of a payment
default.
The negative outlook reflects the possibility that we will lower
our ratings if the company defaults or restructures its debt, or
files for bankruptcy to address its maturities and unsustainable
capital structure.
"The downgrade reflects an increased likelihood of a debt default
or restructuring. We forecast Hearthside's liquidity will be thin
and leverage will remain very high over the next 12 months.
Therefore, we believe the company faces significant hurdles to
refinance its debt maturities at par, including its revolver due in
November 2024 and the term loan due in May 2025. We believe this
signals a high likelihood of a distressed exchange or restructuring
whereby lenders would receive less than originally promised in the
near term. Additionally, the company's debt has traded in the
distressed area for several months (in the mid-70% area). Given
this trading level, we believe there is potential for a subpar
exchange, which we would view as tantamount to a default under our
criteria.
"We assess Hearthside's liquidity as weak. We revised our
assessment of the company's liquidity to weak. The company drew $15
million on its revolver in the first quarter of fiscal 2024 to fund
seasonal working capital requirements, which leaves it with limited
incremental capacity available to draw before triggering its
springing first-lien leverage covenant of 7.75x. We do not expect
the springing covenant will come into effect within the next 12
months because we believe the company is managing its liquidity so
as not to trigger this covenant. We forecast the company may not be
in compliance if it triggers the covenant. Moreover, while the
company strengthened its liquidity by more than $350 million over
the last 12 months with proceeds from divestitures, sale leaseback
transactions and sale of derivatives, the cash generated from the
sale of some of its European operations remains held outside of the
U.S.
"We believe the company will be required to make some debt
repayments and withholding tax payments, if it were to repatriate
those proceeds. We estimate this leaves the company with less than
$300 million to cover an estimated $350 million in S&P Global
Ratings-defined uses of liquidities over the next 12 months
(including $70 million maturity under the revolver). Moreover,
given our expectations of ongoing sizeable cash burn, the company
could exhaust its liquidity within the next year, which could also
lead to a payment default.
"Free operating cash flow (FOCF) is expected to remain deeply
negative in fiscal 2024 as profitability declines and interest
payments remain elevated. Hearthside's S&P Global Ratings-adjusted
EBITDA for the first quarter of fiscal 2024 declined 62% from the
prior-year period because of continued volume declines, unfavorable
product mix, higher costs, and manufacturing inefficiencies. Higher
interest expense has also been a drag on the company's cash flow
due to its exposure to variable-rate debt. The company recorded an
FOCF deficit of about $56 million in the first three months of
2024. We expect the company will incur a deficit of about $230
million to $240 million for the full year, which would mark its
fifth consecutive year of negative free cash flows. We believe it
could become challenging for the company to cover its annual
interest costs of about $285 million, which supports our view that
a default is inevitable over the next six months."
The negative outlook reflects the potential for lower ratings
within the next six months.
S&P could lower its ratings on the company if:
-- It announces a bankruptcy filing, distressed debt exchange, or
restructuring to address its revolver and term loan maturities.
-- Its operating performance further deteriorates and the company
is unable to meet its principal and/or interest payments.
S&P could take a positive rating action if it believes:
-- A restructuring is unlikely over the next 12 months which most
likely would be the result of an unexpected turnaround in
operations, utilizing proceeds from additional asset sales to repay
debt, or cash equity infusion by its owners; and
-- The company can address its revolver maturity in November 2024
and term loan maturity in 2025 without a restructuring.
HARRAH LAND: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Harrah Land FC, LLC.
About Harrah Land FC
Harrah Land FC, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Okla. Case No.
24-80401) on May 21, 2024, listing $7,862,207 in assets and
$7,013,314 in liabilities. Stephen Moriarty, Esq., at Fellers,
Snider, Blankenship, Bailey & Tippens, P.C., serves as Subchapter V
trustee.
Judge Paul R. Thomas presides over the case.
Scott P. Kirtley, Esq., at Riggs, Abney, Neal, Turpen, Orbison &
Lewis represents the Debtor as counsel.
HARVARD APPARATUS: All Three Proposals Approved at Annual Meeting
-----------------------------------------------------------------
Harvard Apparatus Regenerative Technology, Inc. disclosed in a Form
8-K filed with the Securities and Exchange Commission that it held
its Annual Meeting of Stockholders on June 20, 2024, at which the
stockholders:
(i) elected David Green, Ting Li, and Ronald Packard as class II
directors, each for a three-year term, such term to continue until
the annual meeting of stockholders in 2027 and until such
Director's successor is duly elected and qualified or until their
earlier resignation or removal;
(ii) ratified the appointment of Marcum LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2024; and
(iii) approved, on a non-binding, advisory basis, the compensation
of the Company's named executive officers.
About Harvard Apparatus
Headquartered in Holliston, Massachusetts, Harvard Apparatus
Regenerative Technology, Inc. -- www.hregen.com -- is a
clinical-stage biotechnology company focused on the development of
regenerative medicine treatments for disorders of the
gastro-intestinal system and other organs that result from cancer,
trauma or birth defects. The Company's technology is based on its
proprietary cell-therapy platform that uses a patient's own stem
cells to regenerate and restore function to damaged organs. The
Company believes that its technology represents a next generation
solution for restoring organ function because it allows the patient
to regenerate their own organ, thus eliminating the need for human
donor or animal transplants, the sacrificing of another of the
patient's own organs or permanent artificial implants.
Boston, MA-based Marcum LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
28, 2024, citing that the Company has suffered recurring losses
from operations, has an accumulated deficit, uses cash flows in its
operations, and will require additional financing to continue to
fund its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
HAWAIIAN HOLDINGS: Initiates Exchange Offer for Sr. Notes Due 2026
------------------------------------------------------------------
Hawaiian Holdings, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on June 24, 2024,
Hawaiian Brand Intellectual Property, Ltd., an exempted company
incorporated with limited liability under the laws of the Cayman
Islands and an indirect wholly owned subsidiary of Hawaiian, and
HawaiianMiles Loyalty, Ltd., an exempted company incorporated with
limited liability under the laws of the Cayman Islands and an
indirect wholly owned subsidiary of Hawaiian, have commenced an
offer to exchange any and all of their outstanding 5.750% Senior
Secured Notes due 2026 held by Eligible Holders, for Sanuwaves'
11.0% Senior Secured Notes due 2029 and cash.
In connection with the Exchange Offer, Sanuwaves are soliciting
consents to the adoption of certain amendments to the indenture
governing the Existing Notes. Eligible Holders who tender their
Existing Notes pursuant to the Exchange Offer must also deliver
Consents to the Proposed Amendments. Eligible Holders may not
deliver Consents to the Proposed Amendments without also validly
tendering their Existing Notes.
The Exchange Offer and Consent Solicitation is being made solely to
Eligible Holders upon the terms and subject to the conditions set
forth in the confidential offering memorandum and solicitation
statement, and the related letter of transmittal, each dated June
24, 2024. The Exchange Offer and Consent Solicitation is being made
only:
(a) in the United States, to holders of Existing Notes who are
reasonably believed to be "qualified institutional buyers," as
defined in Rule 144A under the Securities Act of 1933, as amended,
and
(b) outside the United States, to holders of Existing Notes
who are not "U.S. persons" in offshore transactions in compliance
with Regulation S.
In connection with the Exchange Offer and Consent Solicitation,
Hawaiian provided Eligible Holders with the following information:
* In April 2024, Hawaiian entered into senior and junior loan
agreements totaling $130 million, collateralized by one Boeing
787-9 aircraft. The senior loan has a term of ten years, maturing
in April 2034, and has a variable interest rate based on SOFR plus
a margin, with quarterly principal and interest payments. The
junior loan has a term of five years, maturing in April 2029, and
has a fixed interest rate, with quarterly principal and interest
payments.
* In June 2024, the Company entered into two loan agreements
totaling $402.5 million, collateralized by 10 Airbus A321neo
aircraft (the "June 2024 Financing"). Each loan has a term of 8
years, maturing in June 2032. One loan has a variable interest rate
based on SOFR plus a margin, with quarterly principal and interest
payments. The other loan has a fixed interest rate, with quarterly
principal and interest payments.
A full-text copy of the Company's report with further information
is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1172222/000117222224000049/ha-20240624.htm
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings has $3,923,260 in total assets and $3,744,502 in total
liabilities. As of March 31, 2024, the Company had $3.79 billion
in total assets, $917.6 million in total liabilities, and $40.2
million in total stockholders' equity.
On December 2, 2023, the Company entered into an Agreement and Plan
of Merger with Alaska Air Group, Inc., a Delaware corporation, and
Marlin Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Alaska, pursuant to which, subject to satisfaction or
waiver of conditions therein, Merger Sub will merge with and into
the Company, with the Company surviving as a wholly owned
subsidiary of Alaska. At the effective time of the Merger, each
share of the Company's common stock, Series B Special Preferred
Stock, Series C Special Preferred Stock, and Series D Special
Preferred Stock issued and outstanding immediately prior to the
Effective Time, subject to certain customary exceptions specified
in the Merger Agreement, will be converted into the right to
receive $18.00 per share, payable to the holder in cash, without
interest. Completion of the Merger is subject to customary closing
conditions, including approval by the Company's stockholders, which
was obtained on February 16, 2024; performance by the parties in
all material respects of all their obligations under the Merger
Agreement; the receipt of required regulatory approvals; and the
absence of an order or law preventing, materially restraining, or
materially impairing the consummation of the Merger.
On February 7, 2024, the Company and Alaska each received a request
for additional information and documentary material from the
Department of Justice in connection with the DOJ's review of the
Merger. On March 27, 2024, the Company and Alaska entered into a
timing agreement with the DOJ pursuant to which we agreed, among
other things, not to consummate the Merger before 90 days following
the date on which both parties have certified substantial
compliance with the Second Request unless we have received written
notice from the DOJ prior to the end of such 90-day period that the
DOJ has closed its investigation of the Merger.
The Merger Agreement includes customary termination rights in favor
of each party. In certain circumstances, the Company may be
required to pay Alaska a termination fee of $39.6 million in
connection with the termination of the Merger Agreement.
The Merger is expected to close within 12 to 18 months of the date
of the Merger Agreement.
* * *
On November 15, 2023, Egan-Jones Ratings Company retained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Hawaiian Holdings.
HOVNANIAN ENTERPRISES: Moody's Ups CFR to B2 & Pref. Stock to Caa2
------------------------------------------------------------------
Moody's Ratings upgraded Hovnanian Enterprises, Inc.'s (Hovnanian)
corporate family rating to B2 from B3, probability of default
rating to B2-PD from B3-PD, and preferred stock rating to Caa2 from
Caa3. Moody's also upgraded the ratings on K. Hovnanian
Enterprises, Inc.'s backed 1.125 lien senior secured notes and
backed 1.25 lien senior secured notes to B2 from B3, and the
ratings for its backed senior unsecured notes to Caa1 from Caa2.
The Speculative Grade Liquidity Rating (SGL) remains unchanged at
SGL-3. The outlook for both entities remains stable.
The ratings upgrade reflects the improvement in the company's
leverage profile through solid operating performance and growth in
net worth as well as through the recently completed exchange
transaction. Hovnanian's pro forma debt to book capitalization
declined to 60% at April 30, 2024 from 75% a year ago. " Moody's
expect the company to demonstrate continued deleveraging over the
next 12 to 18 months through revenue and earnings growth as the
homebuilding sector experiences favorable business conditions,"
says Natalia Gluschuk, Moody's Vice President – Senior Credit
Officer. The rating action also reflects Moody's expectations that
Hovnanian will maintain an adequate liquidity profile over this
time frame and its credit metrics will continue to improve.
In May 2024, Hovnanian exchanged $169 million of its existing
senior unsecured notes and term loan due 2026, 2027, and 2040 into
$93.5 million of 1.75 lien senior secured term loan due 2028 and
paid $31.5 million in cash. The transaction resulted in an
extension of the company's debt maturity profile toward 2028, where
the 2026 maturity was reduced and the 2027 maturity was eliminated
(although the 2028 maturity was increased by $65 million by the
2040 notes exchange). The transaction also led to a $75 million
reduction in total debt and a $4 million reduction in annual
interest expense.
RATINGS RATIONALE
Hovnanian's B2 CFR reflects: 1) the company's focus on deleveraging
and simplification of its capital structure, which included
voluntary debt repayments, exchange transactions, and the achieved
progress in reducing debt to book capitalization with further
improvement expected in the next 12 to 18 months; 2) revenue scale
of $2.8 billion and geographic diversification across 13 states and
27 markets; 3) an option-focused land strategy with 80% of total
lots optioned at April 30, 2024 and good inventory turns, and 4)
adequate liquidity with an extended debt maturity profile following
the May 2024 transaction.
However, the credit profile is constrained by: 1) the company's
complex capital structure with multiple seniorities of debt; 2) its
high leverage with pro forma debt to book capitalization ratio of
60%; 3) risk related to shareholder-friendly actions including
dividends and share repurchases given the share repurchase
authorization, although they are expected to be modest; and 4) the
cyclicality of the homebuilding sector and exposure to volatility
in demand and operating statistics, and broad-based affordability
pressures impacting the sector trends.
The stable outlook reflects Moody's expectations that over the next
12 to 18 months Hovnanian will continue to gradually improve its
credit metrics and delever amid favorable operating environment in
the homebuilding sector.
The B2 ratings on the company's 1.125 lien and 1.25 lien senior
secured notes reflect their priority position in the capital
structure in relation to 1.75 lien term loan (unrated) and senior
unsecured notes, however, junior position to $125 million 1 lien
revolving credit facility (unrated) and non-recourse mortgages. The
Caa1 ratings on the company's senior unsecured notes reflect their
junior position in the capital structure and the resulting loss
absorption in a distressed scenario.
Hovnanian's SGL-3 Speculative Grade Liquidity Rating reflects
Moody's expectation that the company will maintain adequate
liquidity over the next 12 to 15 months. Liquidity is supported by
an extended debt maturity profile following the May 2024 exchange
transaction, with only $27 million of debt maturing in February
2026 before the company's maturity of its $175 million 1.75 lien
senior secured term loan in January 2028. Liquidity is also
supported by the company's access to $125 million revolving credit
facility that expires in June 2026 (although revolver is small in
size), absence of financial maintenance covenants in the credit
agreement, $150 million of pro forma cash balance following the May
2024 exchange transaction, and positive cash flow expected in
fiscal 2024. The expected negative cash flow generation in fiscal
2025 due to increased land investment, however, will constrain
liquidity to a degree.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company simplifies its capital
structure, reduces its debt to book capitalization sustainably
below 50% and improves EBIT to interest coverage above 3.0x, and
maintains good liquidity. Stable homebuilding industry conditions
and continued improvement in operating and credit statistics would
also be important considerations for a ratings upgrade.
The ratings could be downgraded if the company's leverage rises
above 60%, EBIT to interest coverage declines below 2.0x, liquidity
profile deteriorates, or revenue and gross margins weaken
materially including due to softening industry conditions.
The principal methodology used in this rating was Homebuilding and
Property Development published in October 2022.
Hovnanian Enterprises, Inc. designs, constructs and markets single
family detached homes and attached condominium apartments and
townhouses and operates in 27 markets in 13 states. In the last
twelve months ended April 30 2024, Hovnanian generated $2.8 billion
in revenue and $217 million in net income.
INNERLINE ENGINEERING: Seeks Continued Cash Access Thru Oct. 31
---------------------------------------------------------------
Innerline Engineering, Inc., asks the U.S. Bankruptcy Court for the
Central District of California to strike, under Rule 12(f) of Fed.
R. Civ. P., the United States Trustee's Opposition to the Debtor's
Ninth Interim Motion for Authority to Use Cash Collateral.
Innerline Engineering points out the UST makes serious factual
allegations against the Debtor, including but not limited to
violating Court orders, but fails to submit any admissible evidence
to the Opposition in support.
The Debtor proposes to continue use of cash collateral period July
1 through October 31 as set forth in its projected profit and loss
statement. The Debtor proposes to continue making these payments,
which represent the proposed payments as stated in the Debtor's
Fifth Amended Chapter 11 Plan of Reorganization filed on May 20:
* HOP Capital (secured) (adequate protection): $1,498 per
month;
* Danny Song (secured) (adequate protection): $3,270 per
month;
* U.S. Small Business Administration (secured) (adequate
protection): $731 per month; and
* Internal Revenue Service (secured) (adequate protection):
$5,465 per month.
Further, the Debtor proposes to segregate plan payments as
revised:
* To be segregated in the DIP Plan Account and remain there
until a plan is confirmed: IRS (priority) - $25,289.65 per month;
* To be segregated in the DIP Plan Account and remain there
until a plan is confirmed: Employment Development Department
(priority) - $8,612.21 per month; and
* To be segregated in the DIP Plan Account and remain there
until a plan is confirmed: general unsecured creditors - $1,000 per
month.
The Debtor explains that its case has been pending since Feb. 14,
2022, and the time left to pay priority debts is diminishing.
"These claims must be paid within five years from the petition date
(due date is February 14, 2027), pursuant to [Sec.] 511 of the
Bankruptcy Code. By segregating these funds in the new DIP bank
account, the Debtor will ensure that the necessary funds will be
available to disburse to creditors on the effective date," the
Debtor says.
"As to the segregated funds for general unsecured creditors, the
Debtor seeks to bolster feasibility for its Plan and demonstrate
its financial ability to fund the Plan by putting those payments
aside now, pending confirmation of its Plan."
The UST has filed a motion to convert the Debtor's case to Chapter
7 or dismiss the case with a refiling bar. A hearing on the request
is set for July 16.
About Innerline Engineering
Corona, Cal.-based Innerline Engineering, Inc. --
http://www.innerlineengineering.com/-- offers a variety of
services to municipalities, utility owners, industrial facilities
and commercial property owners for the maintenance of their
underground utilities.
Innerline Engineering, Inc. filed for Chapter 11 bankruptcy (Bankr.
C.D. Calif. Case No. 22-10545) before the Hon. Judge Wayne E
Johnson on Feb. 14, 2022, listing $1 million to $10 million in both
estimated assets and liabilities. Matthew D. Resnik, Esq., at
Resnik Hayes Moradi, serves as the Debtor's counsel. GlassRatner
Advisory & Capital Group dba B. Riley Advisory Services serves as
its financial expert.
Innerline Engineering previously filed a petition for Chapter 11
protection (Bankr. C.D. Cal. Case No. 21-14305) on Aug. 9, 2021,
listing as much as $10 million in both assets and liabilities.
Thomas J.C. Yeh, chief financial officer, signed the 2021 petition.
INNOVATE CORP: All Nine Proposals Approved at Annual Meeting
------------------------------------------------------------
Innovate Corp. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on June 18, 2024, the Annual Meeting
of Stockholders of the Company was held at which the stockholders:
(1) elected Avram A. Glazer, Warren H. Gfeller, Brian S.
Goldstein, and Amy M. Wilkinson as members of the Board of
Directors of the Company, each to hold office until the Company's
2025 Annual Meeting of Stockholders and until his or her successor
is duly elected and qualified;
(2) approved, on a non-binding, advisory basis, the compensation
of the Company's named executive officers;
(3) approved the amendment to the Company's Second Amended and
Restated Certificate of Incorporation, as amended, to provide for
exculpation of certain officers of the Company as permitted by
recent amendments to Delaware law;
(4) approved the amendment to the Company's Second Amended and
Restated Certificate of Incorporation, as amended, to increase the
number of authorized shares of the Company's common stock, par
value $0.001;
(5) approved the amendment to the Company's Second Amended and
Restated Certificate of Incorporation, as amended, to effect a
reverse stock split of the Company's outstanding shares of Common
Stock;
(6) approved the amendment to the Second Amended and Restated
2014 Omnibus Equity Award Plan to increase the number of shares of
Common Stock available for issuance thereunder;
(7) approved the vesting on July 25, 2024, the first anniversary
of the date on which his employment with the Company began, of
restricted stock unit and stock option awards granted to the
Company's Interim Chief Executive Officer;
(8) approved the conversion of 31,285.7265 shares of the Series
C Preferred Stock into Common Stock in connection with the Rights
Offering; and
(9) ratified the appointment of BDO USA, P.C., as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2024.
About Innovate
New York-based Innovate Corp. -- http://www.innovatecorp.com-- is
a diversified holding company that has a portfolio of subsidiaries
in a variety of operating segments. The Company seeks to grow
these businesses so that they can generate long-term sustainable
free cash flow and attractive returns in order to maximize value
for all stakeholders. As of Dec. 31, 2023, its three operating
platforms or reportable segments, based on management's
organization of the enterprise, are Infrastructure, Life Sciences
and Spectrum, plus its Other segment, which includes businesses
that do not meet the separately reportable segment thresholds.
Innovate incurred a net loss of $38.9 million in 2023, compared to
a net loss of $42 million in 2022. As of Dec. 31, 2023, the
Company had $1.04 billion in total assets, $1.18 billion in total
liabilities, $15.4 million in total temporary equity, and a total
stockholders' deficit of $151.7 million.
Innovate disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Feb. 26, 2024, it received a written
notice from the New York Stock Exchange that it was not in
compliance with the continued listing standard set forth in Section
802.01C of the NYSE's Listed Company Manual, as the average
closing
price of the Company's common stock was less than $1.00 per share
over a consecutive 30 trading-day period.
INTEGRITY CARBON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Integrity Carbon Solutions LLC
167 Consol Tipple Road
Deane, KY 41812
Chapter 11 Petition Date: June 26, 2024
Court: United States Bankruptcy Court
Eastern District of Kentucky
Case No.: 24-70259
Debtor's Counsel: T. Kent Barber, Esq.
EMBRY MERRITT WOMACK NANCE, PLLC
201 East Main Street, Suite 1402
Lexington, KY 40507
Tel: (859) 543-0453
Email: kent.barber@emwnlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Paul Lopez, 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/XSVZAXI/Integrity_Carbon_Solutions_LLC__kyebke-24-70259__0001.0.pdf?mcid=tGE4TAMA
INTERSTATE CONSTRUCTION: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Interstate Construction Corp.
477 East Butterfield Road
Suite 407
Lombard, IL 60148
Business Description: The Debtor offers general contractor
commercial construction services, project
management, and cost estimation.
Chapter 11 Petition Date: June 10, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-09097
Judge: Hon. Deborah L Thorne
Debtor's Counsel: Gregory K. Stern, Esq.
GREGORY K. STERN, P.C.
53 West Jackson Boulevard
Suite 1442
Chicago, IL 60604
Tel: (312) 427-1558
Fax: (312) 427-1289
Email: greg@gregstern.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James J. Sideris 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/II7WVWQ/Interstate_Construction_Corp__ilnbke-24-09097__0001.0.pdf?mcid=tGE4TAMA
JAGUAR HEALTH: Regains Compliance with Nasdaq's Bid Price Rule
--------------------------------------------------------------
Jaguar Health, Inc. announced that on June 25, 2024 the Company
received formal notice from The Nasdaq Stock Market LLC that the
Company has regained compliance with Nasdaq's minimum bid price
requirement.
"We are very happy that Jaguar has regained compliance with Nasdaq.
We consider our Nasdaq listing an asset of the Company," said Lisa
Conte, Jaguar's president and CEO. "A Jaguar investor webcast held
on or before July 23, 2024 will provide updates on Jaguar's
advancing cancer supportive care portfolio, and will include
members of Jaguar's scientific team, patient advocates, and leading
oncology experts on two of the most common and intolerable side
effects of cancer therapy: CTD and oral mucositis."
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 from
plants 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.
JEFFERSON CAPITAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) and senior unsecured debt ratings of Jefferson Capital
Holdings, LLC (Jefferson) at 'BB-'. The Rating Outlook is Stable.
KEY RATING DRIVERS
The rating affirmation reflects Jefferson's growing franchise
within the debt purchasing sector, where it benefits from a
recognized market position in the U.S., a leading franchise in
Canada and a growing presence in the U.K. and Latin America; its
diversification across secured and unsecured asset classes and
consistent through-the-cycle operating history via predecessor
entities. The ratings also reflect Jefferson's solid operating
performance, conservative leverage profile relative to peers and
limited near-term refinancing risk.
Rating constraints include Jefferson's small scale relative to
top-tier peers, its monoline business model primarily servicing
charged-off debt, and its private equity ownership which can yield
uncertainty around strategic and financial policy as well as
long-term shareholder commitment. Additional constraints include
the company's reliance on internal modelling for portfolio
valuations and associated metrics such as estimated remaining
collections (ERC) and potential regulatory scrutiny associated with
the consumer collections businesses.
Collection Growth Supported by Strong Deployment: Jefferson's cash
collections have been solid and grew 17% yoy in 1Q24, following a
13% increase in 2023, primarily reflecting robust prior-period
portfolio purchases and strong collection efficiency. Though
moderating in 1Q24, Jefferson deployed a record of $531 million for
portfolio purchases in 2023, supported by a more constructive
industry backdrop in the U.S. as consumer credit delinquencies
continue to trend higher, leading to increased supply of
non-performing loans (NPL) and improved pricing on charged-off
accounts. Jefferson has a diversified portfolio focusing on
under-penetrated asset classes, which has also supported strong
deployments in recent years and elevated ERC to a historic high of
$2 billion as of 1Q24. Fitch expects Jefferson will remain
disciplined on portfolio pricing while growing deployments against
the improving NPL supply backdrop.
Improving Profitability and Cash Efficiency: Adjusted EBITDA grew
18% yoy for the trailing 12 months (TTM) ended 1Q24 driven by solid
collection performance, but remained below the 2021 peak level. The
adjusted EBITDA margin (adjusted for portfolio amortization)
improved modestly yoy to 67.7%, backed by the firm's strong
operating efficiency and a variable cost structure supporting a
more favorable cash efficiency ratio compared to its peers.
However, Fitch expects near-term improvement in earnings metrics to
be limited as the collection environment is expected to remain
challenged due to ongoing consumer financial strains.
Manageable Leverage with Tangible Equity Cushion: Jefferson's
leverage (gross debt-to-adjusted EBITDA) increased to 2.5x for the
TTM ended 1Q24 from 2.0x a year ago, due to recent deployments.
Jefferson's leverage sits at the upper-end of management's stated
target of 2.0x-2.5x but remains below that of its peers. Fitch
expects the company's cost flexibility and solid collection growth,
driven by strong prior-period portfolio purchases, should help
maintain leverage at-or-below 2.5x.
Fitch also considers gross debt-to-tangible equity as a
complementary metric. This ratio improved modestly yoy to 2.9x at
end-1Q24 bolstered by strong internal capital generation and modest
shareholder distributions. The current leverage level provides
adequate headroom against Fitch's 5x downgrade trigger.
Unsecured Funding Mix; Limited Refinancing Needs: Jefferson's
funding structure is comprised of two senior unsecured notes and a
secured revolving credit facility (RCF). Following a $400 million
senior unsecured notes issuance in January 2024, unsecured funding
represented approximately 88% of total outstanding debt at March
31, 2024. While Fitch expects Jefferson to utilize its RCF to fund
future portfolio purchases which would reduce the proportion of
unsecured funding, the unsecured funding mix should continue to
compare favorably relative to other U.S. peers.
In September 2023, Jefferson upsized its RCF to $750 million and
extended the maturity to 2028. There are no refinancing needs until
August 2026, when $300 million of senior unsecured notes come due.
Liquidity is adequate and consists of $11 million in unrestricted
cash and $558 million in undrawn RCF capacity, subject to borrowing
base calculations, as of 1Q24.
The Stable Outlook reflects Fitch's expectation that Jefferson will
maintain gross debt-to-adjusted EBITDA at-or-below 2.5x and
tangible leverage below 5x, solid cash efficiency and
profitability, stable funding access and adequate liquidity.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sustained increase in debt/adjusted EBITDA above 2.5x or
debt/tangible equity above 5.0x, resulting from material
deterioration of operating performance, an increase in debt-funded
acquisitions, and/or a material increase in shareholder
distributions;
- Failure to maintain a diverse funding profile and/or a sustained
shift to a largely secured balance sheet funding model;
- A weakening in asset quality, as reflected in acquired debt
portfolios significantly underperforming anticipated returns or
repeated material write-downs in expected recoveries; and/or
- An adverse operational event or significant disruption in
business activities (arising from regulatory intervention in key
markets and/or a severe deterioration in consumer financial health
adversely impacting collection activities), thereby undermining
franchise strength and business-model resilience.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A sustained enhancement of scale and franchise strength relative
to peers and demonstrated earning resilience through the current
economic cycle;
- Further diversification of the funding profile and maintenance of
an unsecured debt funding mix at greater than 40% of total debt on
a sustained basis; and/or
- Leverage maintained consistently below 2x through the cycle on a
debt/adjusted EBITDA basis and below 4x on a debt/tangible equity
basis.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
Jefferson's senior unsecured debt rating is equalized with the
Long-Term IDR, reflecting the largely unsecured funding mix and
Fitch's expectation of average recovery prospects under a stressed
scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
Jefferson's senior unsecured debt rating is primarily sensitive to
changes in the company's Long-Term IDR and secondarily to the
funding mix and recovery prospects on the unsecured debt. A
material increase in the proportion of secured debt, which weakens
recovery prospects for unsecured debtholders in a stressed
scenario, could result in the unsecured debt rating being notched
down from the IDR.
ADJUSTMENTS
- The Standalone Credit Profile (SCP) has been assigned below the
implied SCP due to the following adjustment reason: Business
Profile (negative).
- The Business Profile score has been assigned below the implied
score due to the following adjustment reason: Business model
(negative).
- The Earnings and Profitability score has been assigned below the
implied score due to the following adjustment reason: Revenue
diversification (negative).
- The Capitalization and Leverage score has been assigned below the
implied score due to the following adjustment reason: Historical
and future metrics (negative).
- The Funding, Liquidity and Coverage score has been assigned below
the implied score due to the following adjustment reason:
Historical and future metrics (negative).
ESG CONSIDERATIONS
Jefferson Capital Holdings LLC has an ESG Relevance Score of '4'
for Customer Welfare - Fair Messaging, Privacy & Data Security due
to the importance of fair collection practices and consumer
interactions and the regulatory focus on them, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.
Jefferson Capital Holdings LLC has an ESG Relevance Score of '4'
for Financial Transparency due to the significance of internal
modelling to portfolio valuations and associated metrics such as
estimated remaining collections, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors. These are features of the debt purchasing sector as
a whole, and not specific to the company.
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 Prior
----------- ------ -----
Jefferson Capital
Holdings LLC LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed BB-
JO-ANN STORES: DoubleLine ISF Virtually Writes Off $711,750 Loan
----------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $711,750 loan
extended to Jo-Ann Stores LLC to market at $18,908 or 3% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine ISF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan to Jo-Ann Stores LLC. The loan accrues interest at a rate of
10.34% (CME Term SOFR 3 Month + 5.01%) per annum. The loan matures
on June 30, 2028.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Jo-Ann Stores, LLC retails fabric and craft products. The Company
offers apparel, home decorating fabrics, notions, seasonal
accessories, floral, and framing products.
JO-ANN STORES: DoubleLine YOF Virtually Writes Off $243,750 Loan
----------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $243,750 loan
extended to Jo-Ann Stores, LLC to market at $6475 or 3% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine YOF's Amended Form N-CSR for the six-month
period ended March 31, filed with the U.S. Securities and Exchange
Commission.
DoubleLine YOF is a participant in a Senior Secured FirstLien Term
Loan to Jo-Ann Stores, LLC. The loan accrues interest at a rate of
10.34% (3 Month US Secured Overnight Financing Rate + 5.01%, 0.75%
Floor) per annum. The loan matures on June 30, 2028.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Jo-Ann Stores, LLC retails fabric and craft products. The Company
offers apparel, home decorating fabrics, notions, seasonal
accessories, floral, and framing products.
KRONOS ACQUISITION: Moody's Rates New $500MM First Lien Notes 'B2'
------------------------------------------------------------------
Moody's Ratings has assigned B2 ratings to Kronos Acquisition
Holdings Inc.'s proposed $500 million senior secured first lien
notes and Caa2 to the proposed $500 million senior unsecured notes.
The existing ratings, including Kronos' B3 CFR, remain unchanged.
The rating outlook is maintained at stable.
Kronos is seeking to raise $1.9 billion of new debt, comprising of
$925 million senior secured first lien term loan, $500 million
secured notes and $500 million unsecured notes. The new debt
issuance, together with the proceeds from the sale of its Auto
business ($850 million less taxes and fees), will be used to redeem
the existing debt totaling $2.1 billion, pay a one-time sizable
dividend, and pay transaction fees. Upon the closing of the
refinancing transaction and full repayment of the existing debt,
the ratings on the existing first lien term loan, secured notes and
unsecured notes will be withdrawn.
The assigned ratings are subject to review of final documentation
and capital structure and no material change to terms and
conditions of the transaction as advised to us.
RATINGS RATIONALE
Kronos' rating is constrained by: (1) its high pro forma debt /
EBITDA of 6.9x for 2024 which is expected to reduce to 6.5x by end
2025; (2) low organic growth in mature markets and product
categories; (3) limited product diversity across two product
categories; and (4) Kronos' ownership by a private equity firm,
which has a history of aggressive financial policies that are more
favorable to shareholders.
Kronos' rating benefits from: (1) its moderate scale with revenue
of $1.5 billion; (2) good brand recognition with a sizable share of
the US private label bleach market and good market positions in
swimming pool additives; (3) relatively high EBITDA margins of
around 20%; and (4) track record of deleveraging following dividend
distributions.
The stable outlook reflects Moody's expectation that Kronos will
maintain its solid market position and will be able to leverage off
its production capacity at its newly built Lake Charles facility
(produces Trichlor, a key ingredient used in its pool products) to
recapture lost pool revenue. Moody's expect Kronos' debt/EBITDA to
be maintained below 7x over the next 12 to 18 months.
Kronos has good liquidity. The company's sources of liquidity will
total up to $365 million for the next twelve months to June 2025
and will be available to fund mandatory term loan repayments of
about $9 million and seasonal working capital requirements, which
tend to have high outflows in the first and second quarter of up to
$120 million with inflows mostly in the 3rd quarter. Kronos'
liquidity will be supported by pro forma cash of around $40
million, Moody's expectation of modest free cash flow generation to
June 2025 and full availability under its original $325 million
asset-based lending (ABL) revolver expiring November 2027, subject
to a borrowing base. Kronos does not have to comply with any
financial covenants unless ABL availability falls below $22.5
million or 10% of the borrowing base, which mandates compliance
with a minimum fixed charge coverage ratio of 1x. Moody's do not
expect this covenant to be applicable in the next four quarters.
Kronos has limited ability to generate liquidity from asset sales
because its assets are encumbered.
Kronos proposed debt structure has three classes of debt: (1) an
unrated $325 million asset backed lending (ABL) revolver, which
benefits from a first priority lien on accounts receivable and
inventory and a second priority lien on PP&E, (2) B2 rated $925
million senior secured first lien term loan due 2031 and B2 rated
$500 million senior secured first lien notes, which rank below the
revolver as they have second priority liens on accounts receivable
and inventory and first priority liens on PP&E, and benefit from
loss absorption cushion provided by the senior unsecured notes, and
(3) Caa2 rated $500 million senior unsecured notes, which are
subordinated to the first lien facilities. All three classes of
debt are guaranteed by all material US operating subsidiaries.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if management demonstrates a longer
track record of maintaining more conservative financial policies;
sustains adjusted Debt/EBITDA below 5.5x; and maintains good
liquidity.
The ratings could be downgraded if adjusted Debt/EBITDA is
sustainably above 7x; liquidity deteriorates materially, because of
negative free cash flow generation on a consistent basis; or
additional leveraging acquisitions or paying a leveraging dividend
to its private owner.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Kronos (doing business as KIK Consumer Products) is headquartered
in Concord, Ontario, Canada and operates in two separate businesses
segments — (1) Household — a manufacturer of US private label
bleach and cleaning products; and (2) Pool — a manufacturer of
pool and spa water treatment products. Kronos is owned by
affiliates of Centerbridge Partners, L.P., a private equity firm,
and minority investors.
LASERSHIP INC: DoubleLine ISF Marks $1.02MM Loan at 17% Off
-----------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,025,000 loan
extended to Lasership, Inc to market at $848,700 or 73% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine ISF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to Lasership, Inc.The loan accrues interest at a rate of
13.07% (CME Term SOFR 3 Month + 7.93%) per annum. The loan matures
on May 7, 2029.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina, and Florida.
LASERSHIP INC: DoubleLine YOF Marks $345,000 Loan at 17% Off
------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $345,000 loan
extended to Lasership, Inc to market at $285,660 or 83% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine YOF's Amended Form N-CSR for the six-month
period ended March 31, filed with the U.S. Securities and Exchange
Commission.
DoubleLine YOF is a participant in a Senior Secured Second Lien
Term Loan to Lasership, Inc. The loan accrues interest at a rate of
13.07% (6 Month US Secured Overnight Financing Rate + 7.93%, 0.75%
Floor) per annum. The loan matures on May 7, 2029.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina, and Florida.
LEO CHULIYA: Seeks to Use SBA Cash Collateral
---------------------------------------------
Leo Chuliya Ltd seeks permission from the Hon. Judge Sean Lane of
the U.S. Bankruptcy Court for the Southern District of New York to
use cash collateral during the pendency of its Chapter 11 case. A
hearing on its request is set for July 11 in White Plains, New
York.
The Debtor said its current financial predicament is the result of
a lawsuit commenced by two former employees under the Fair Labor
Standards Act. Its situation was exacerbated by rising prices.
The Debtor intends to continue operations and pay creditors with
valid claims, in full or in part, from revenue over time. The
Debtor estimates July revenue to be $130,000.00 and expenses to be
$128,550.00.
The Debtor disclosed that the United States Small Business
Administration holds a lien on the Debtor's assets as collateral
and is due about $148,000 on a COVID Economic Injury Disaster Loan.
The Debtor has commenced making monthly payment of $1,000 per
month. The SBA appears to be the only secured creditor.
As adequate protection for the Debtor's use of cash collateral and
in consideration for the use of the cash collateral, the Debtor
proposes to grant the SBA replacement liens in all of the Debtor's
pre-petition and post-petition assets and proceeds, including
receivables, rents and contract rights and the proceeds of the
foregoing, to the extent that it had a valid security interest in
the pre-petition assets and in the continuing order of priority
that existed as of the Debtor's bankruptcy filing. The replacement
liens shall be subject and subordinate to (a) professional fees of
the SubChapter V Trustee and (b) duly retained professionals in
this Chapter 11 case. The replacement liens do not extend to the
recovery of funds or proceeds from the successful prosecution of
avoidance actions pursuant to sections 502(d), 544, 545, 547,
548,549, 550 or 553 of the Bankruptcy Code.
The Debtor contends the proposed adequate protection is appropriate
because it is designed to preserve and protect the status of the
SBA as a secured creditor and prevent diminution in the value of
its interests.
About Leo Chuliya Ltd
Leo Chuliya Ltd is in the business primarily of owning and managing
a restaurant specializing in Szechuan cuisine for over 10 years. It
serves wholesome food in a family style setting. It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
24-22563) before the Hon. Judge Sean H Lane, on June 24, 2024,
listing under $100,000 in estimated assets and under $500,000 in
estimated liabilities.
Leo Chuliya Ltd elected to be treated as a Small Business under
Sub-Chapter V. Nat Wasserstein serves as the Sub Chapter V
trustee.
Anne J. Penachio, Esq., at Penachio Malara LLP, serves as the
Debtor's counsel.
LERETA LLC: DoubleLine ISF Marks $1.1MM Loan at 23% Off
-------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,107,262 loan
extended to Lereta LLC to market at $848,340 or 77% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine ISF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan to Lereta LLC. The loan accrues interest at a rate of 10.69%
(CME Term SOFR 1 Month + 5.36%) per annum. The loan matures on
August 7, 2028.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Headquartered in Pomona, California, Lereta LLC is a
technology-enabled property tax and flood determination service
provider to the financial services industry. The company provides
services in the areas of tax certification management and flood
determination to mortgage originators and servicers. Lereta is
owned by Flexpoint Ford and Vestar Capital Partners.
LERETA LLC: DoubleLine OCF Marks $116,535 Loan at 23% Off
---------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $116,535 loan
extended to Lereta LLC to market at $89,284 or 77% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine OCF's Amended Form N-CSR for the six-month
period ended March 31, filed with the U.S. Securities and Exchange
Commission.
DoubleLine OCF is a participant in a Senior Secured First Lien Term
Loan to Lereta LLC. The loan accrues interest at a rate of 10.69%
(1 Month US Secured Overnight Financing Rate + 5.36%, 0.75% Floor)
per annum. The loan matures on August 7, 2028.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Headquartered in Pomona, California, Lereta LLC is a
technology-enabled property tax and flood determination service
provider to the financial services industry. The company provides
services in the areas of tax certification management and flood
determination to mortgage originators and servicers. Lereta is
owned by Flexpoint Ford and Vestar Capital Partners.
LERETA LLC: DoubleLine YOF Marks $373,954 Loan at 23% Off
---------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $373,954
extended to Lereta LLC to market at $286,509 or 77% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine YOF's Amended Form N-CSR for the six-month
period ended March 31, filed with the U.S. Securities and Exchange
Commission.
DoubleLine YOF is a participant in a Senior Secured FirstLien Term
Loan to Lereta LLC. The loan accrues interest at a rate of 10.69%
(1 Month US Secured Overnight Financing Rate + 5.36%, 0.75% Floor)
per annum. The loan matures on August 7, 2028.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Headquartered in Pomona, California, Lereta LLC is a
technology-enabled property tax and flood determination service
provider to the financial services industry. The company provides
services in the areas of tax certification management and flood
determination to mortgage originators and servicers. Lereta is
owned by Flexpoint Ford and Vestar Capital Partners.
LIME LINE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Lime Line Operations LLC
575 Corporate Drive, Suite 525
Mahwah, NJ 07430
Business Description: The Debtor operates a health care business.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-16240
Judge: Hon. John K. Sherwood
Debtor's Counsel: Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
200 West 41st Street
17th Floor
New York, NY 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: tklestadt@klestadt.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Louis V. Greco III 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/OHSONRA/Lime_Line_Operations_LLC__njbke-24-16240__0001.0.pdf?mcid=tGE4TAMA
LODGING ENTERPRISES: Case Summary & 19 Unsecured Creditors
----------------------------------------------------------
Debtor: Lodging Enterprises
8535 East 21st St. N
Suite 250
Wichita, KS 67206
Business Description: Founded in 1984, Lodging Enterprises offers a
full suite of crew accommodations, specializing in 24-hour food,
lodging and hospitality services. A large segment of the Company's
clientele are composed of railroad, and other
transportation-industry workers for whom it is essential that
lodging is available. The Company owns and operates 44
Wyndham-branded hotels and 27 restaurants located in 23 states
across the country.
Chapter 11 Petition Date: June 26, 2024
Court: United States Bankruptcy Court
District of Kansas
Case No.: 24-40423
Debtor's
Bankruptcy
Co-Counsel: Jonathan Margolies, Esq.
SEIGFREID & BINGHAM, P.C.
2323 Grand Boulevard Suite 1000
Kansas City, MO 64108
Tel: (816) 265-4195
Fax: (816) 474-3447
Email: jmargolies@sb-kc.com
- AND -
Timothy A. ("Tad") Davidson II, Esq.
Brandon Bell, Esq.
Kaleb Bailey, Esq.
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston, TX 77002
Phone: (713) 220-4200
Email: taddavidson@HuntonAK.com
bbell@HuntonAK.com
kbailey@HuntonAK.com
- AND -
Jason W. Harbour, Esq.
HUNTON ANDREWS KURTH LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Phone: (804) 788-8200
Email: jharbour@HuntonAK.com
Debtor's
Financial
Advisor: ANKURA CONSULTING GROUP, LLC
Debtor's
Noticing &
Claims
Administrator: KROLL RESTRUCTURING ADMINISTRATION LLC
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Tom Vukota as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/X5XE5IA/Lodging_Enterprises__ksbke-24-40423__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 19 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. American Express Trade Debt $143,774
PO Box 6031
Carol Stream, IL 60197
2. American Hotel Holdback $7,000,000
Income Properties
810-925 West Georgia
3. City of Elko Sales Tax $58,084
1751 College Ave
Elko, NV 89801
4. Clinton County Treasurer Property Tax $49,998
PO Box 2957
Clinton, IA 52733
5. dormakaba Canada Inc. Trade Debt $136,930
PO Box 5831
Carol Stream, IL 60197
6. Elavon CC Fees Trade Debt $64,750
Merchant Services
7300 Chapman Hwy
Knoxville, TN 37920
7. Elko County Treasurer Property Tax $66,634
571 Idaho St
Suite 101
Elko, NV 89801
8. HD Supply Facilities Trade Debt $97,221
Maintenance, Ltd.
PO Box 509058
San Diego, CA 92150
9. Kansas Department Sales Tax $209,915
of Revenue
120 SE 10th Ave.
Topeka, KS 66612
10. Missouri Department of Revenue Sales Tax $61,743
301 West High Street
Jefferson City, MO 65101
11. Nebraska Department of Sales Tax $52,895
Revenue
P.O. Box 94818
Lincoln, NE 68509
12. Pye-Barker Fire & Trade Debt $132,521
Safety, LLC
PO Box 735358
Dallas, TX 75373
13. Resolutions Contractors LLC Trade Debt $55,442
2232 Dell Range Blvd
Suite 120
Cheyenne, WY 82009
14. State of New Mexico Sales Tax $146,720
1200 South St.
Francis Drive
Santa Fe, NM 87505
15. Sumner County Treasurer Property Tax $61,111
PO Box 190
Wellington, KS 67152
16. Sunset Pools & Trade Debt $204,360
Construction
248 Lake Blaine Rd
Kalispell, MT 59901
17. Umatilla County Property Tax $53,676
216 SE 4th St
Pendleton, OR 97801
18. Wyndham Trade Debt $511,340
22 Sylvan Qay
Parsipanny, NJ 07054
19. Wyoming Dept of Rev Sales Tax $81,921
122 W 2th St
Suite E301
Cheyenne, WY 82002
MARIA INVESTMENTS: Case Summary & Eight Unsecured Creditors
-----------------------------------------------------------
Debtor: Maria Investments, Inc.
10175 S Dixie Hwy
Miami, FL 33156
Business Description: Maria Investments is the owner of real
property located in Florida having a
current value of $9.51 million.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-16136
Judge: Hon. Robert A Mark
Debtor's Counsel: Aaron A. Wernick, Esq.
WERNICK LAW PLLC
2255 Glades Road
Suite 324A
Boca Raton, FL 33431
Tel: 561-961-0922
Email: awernick@wernicklaw.co
Total Assets: $9,526,998
Total Liabilities: $12,210,796
The petition was signed by Azhar Said 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/PLLXMMA/Maria_Investments_Inc__flsbke-24-16136__0001.0.pdf?mcid=tGE4TAMA
MARY WADE: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has affirmed Mary Wade Healthcare, Inc.'s (MW) Issuer
Default Rating (IDR) at 'B'. Fitch has also affirmed approximately
$46 million in revenue bonds issued by State of Connecticut Health
and Educational Facilities Authority on behalf of MW at 'B'.
The Outlook is Negative.
Entity/Debt Rating Prior
----------- ------ -----
MW Healthcare,
Inc. (CT) LT IDR B Affirmed B
MW Healthcare,
Inc. (CT) /General
Revenues/1 LT LT B Affirmed B
The affirmation of MW's 'B' rating reflects its material level of
default risk, although a limited margin of safety remains. MW
Healthcare has an endowment with a balance of $16.7 million at FYE
2023 (Sept. 30 YE). The endowment's balance has deteriorated from
$21.9 million at FYE 2020 primarily due to persistent operating
losses which required draws to meet MW's minimum debt service
coverage ratio (DSCR) of 1.2x in FY23. Fitch expects operating
pressures to persist over the Outlook period. MW will likely draw
on its endowment again in FY 24 to meet its DSCR covenant.
Occupancy has improved, and management has made progress in
addressing its staffing challenges. However, operating metrics
remain critically weak with an operating ratio (OR) above 110%
through Q2 24. The Negative Outlook reflects execution risk of
management's operating improvement efforts. If management's cost
containment initiatives do not sufficiently stem operating losses,
and occupancy softens further, MW's limited margin of safety will
further deteriorate, placing negative pressure on the rating.
SECURITY
The bonds are secured by a gross revenue pledge of the obligated
group (OG), first mortgage and security interest in all assets of
the OG and a debt service reserve fund.
KEY RATING DRIVERS
Revenue Defensibility - 'b'
Limited Pricing Flexibility
A high portion of MW's revenues are derived from governmental
payors, which leaves it susceptible to programmatic modifications
or reimbursement changes, and severely limits the organization's
pricing flexibility. MW's expansion project added 84 new units (64
assisted living units (ALUs)/20 memory care units (MCUs)) that are
private pay, which should reduce its reliance on governmental
payors. The expansion began to fill in February 2022. Occupancy was
65% in the new ALUs and 98% in the 20 MCUs as of March 31, 2024.
ALU occupancy has improved from 40% in 2023.
Demand has been strong for other areas of care including skilled
nursing facilities (SNF) and residential care home (RCH) ALUs. RCH
ALUs are primarily funded via the State of Connecticut's Older
Americans Act program. Demand has been above 90% for SNF and above
80% for the RCH ALUs for the past several years. MW's
long-operating history, strong local reputation, and minimal
competition for certain service lines have driven strong historical
demand. Management reported sufficient reservations for the new
ALUs to be over 90% occupied by the end of July 2024.
Operating Risk - 'b'
Persistent Operating Losses
MW's resident service revenues are heavily concentrated in its SNF,
which accounted for 67% of FY 23 revenues. This is improved from a
very high 82% of total fiscal 2021 revenues. Filling the ALUs
should further improve this metric. Additionally, Medicaid
comprised a high 58% of net SNF revenues in fiscal 2023. Fitch
views MW's high concentration to SNF and reliance on a governmental
payor as an asymmetric risk to MW's operating risk profile and is
reflected in the 'b' assessment.
As a predominantly ALU, MCU and SNF operator, MW's cost containment
opportunities are limited. Healthcare services are labor intensive
with limited ability to pass on increased costs. This has led to
weak operating ratios. For FY 23, Fitch calculated an operating
ratio of 111.4%, net operating margin (NOM) of negative 4.2%.
Capital related metrics were also weak with revenue only MADS
coverage of 0.3x for FY23 compared to a negative 0.4x coverage in
FY 22. Debt to Net Available has fluctuated and was 48.4x for FY
23.
Fitch expects capital expenditure to be limited to routine
maintenance over the next several years. Average age of plant is
good at around nine years.
Financial Profile - 'b'
Deteriorating Balance Sheet
As of FYE 23, MW had unrestricted cash and investments of
approximately $16.9. million, which translates into 259 days cash
on hand, and 42% cash to adjusted debt, down from $22 million, 533
DCOH and 55% cash to adjusted debt in FY20. Unrestricted cash and
investments include the endowment fund.
Fitch's base case assumes MW successfully implements its cost
containment initiatives and increases revenue as the ALUs fill.
Furthermore, Fitch assumes MW receives $2 million in employee
retention credit (ERC) funding in FY 25 and capex remains similar
to FY23 expenditures. MW's key leverage and coverage metrics
steadily improve and remain consistent with its 'b' financial
profile assessment.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Cash-to-adjusted debt sustained below 35%;
- MADS coverage sustained below .7x;
- ALU census sustained below 70%;
- Inability to meet bond covenant minima;
- Operating ratios sustained at or above 110% without expectation
of improvement.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The Outlook may be revised to Stable if management can contain
costs resulting in operating ratios below 105% and DSCR of 1x or
greater excluding transfers from the endowment.
PROFILE
MW's operations primarily consist of a 45-bed residential care
home, a 94-bed SNF (with 20 beds dedicated to short-term rehab),
and an adult day care center. All three services are provided by
The Mary Wade Home (MWH). MWH, along with MW Healthcare, the parent
company of MWH and all affiliated entities, and Mary Wade
Residence, the company created to operate its new ALU/MCU facility,
comprise the OG.
Mary Wade's other affiliated entities are all located outside the
OG and consist of MWH Holding, Fair Haven Properties, and Mary Wade
at Home. Both MWH Holding and Fair Haven Properties were
established to acquire and own properties, while Mary Wade at Home
was established to provide companion and personal assistance, but
hasn't been operational since 2018. Fitch analysis is based upon
consolidated financial statements. In fiscal 2023 Total operating
revenues of MW were approximately $21 million.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
MASSAGE TOOLS: Case Summary & Nine Unsecured Creditors
------------------------------------------------------
Debtor: Massage Tools LLC
d/b/a Massage Tools
d/b/a Massagetools.com
14101 Highway 290, Suite 2000C
Austin, TX 78737
Business Description: The Debtor specializes in offering
professional-grade massage, spa, and medical
products to practitioners.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-10693
Judge: Hon. Shad Robinson
Debtor's Counsel: Lynn Hamilton Butler, Esq.
HUSCH BLACKWELL LLP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Tel: 512-479-9758
Email: lynn.butler@huschblackwell.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Benjamin Hardee as sole member and
manager.
A copy of the Debtor's list of nine unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PS7BFKA/Massage_Tools_LLC__txwbke-24-10693__0001.6.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OZNYH2A/Massage_Tools_LLC__txwbke-24-10693__0001.0.pdf?mcid=tGE4TAMA
MAWSON INFRASTRUCTURE: Announces May Monthly Operational Update
---------------------------------------------------------------
Mawson Infrastructure Group Inc. announced June 20, 2024, its
unaudited business and operational update for May 2024.
Rahul Mewawalla, CEO and president, commented, "We are pleased with
the growth of our digital platforms with 85% year-over-year revenue
growth of our digital co-location business and 139% year-over-year
revenue growth of our energy management business, compared to May
of last year. We have continued to expand our enterprise grade
co-location customer relationships and have also advanced our
strong operational and technological capabilities across all three
of our businesses - self-mining, digital co-location business
services, and energy management."
Unaudited May Monthly Operating Results Summary
* Digital Co-location Business Revenue increased 85% Y/Y to
$2.76
million.
* Energy Management Business Revenue increased 139% Y/Y to
$0.97
million.
* Self-Mining Business Revenue of $0.74 million and Overall
Monthly Revenue increased 19% Y/Y to about $4.46 million and
the equivalent of about 70 BTC.
* Current Total Power Capacity across Company's facilities
approximately 109 MW with capacity for approximately 35,650
miners.
* Expansion of the Midland facility is progressing well and will
increase the Company's capacity by 20 MW to approximately a
total of 129 MW and about 41,530 miners.
Conferences and Events Update
Mawson has planned for its CEO and President, Rahul Mewawalla to
join the following upcoming conferences and events. Please contact
IR@Mawsoninc.com for further information.
* Mining Disrupt in June 2024 in Miami, Florida
* Bitcoin 2024 in July 2024 in Nashville, Tennessee
* Blockchain Futurist in August 2024 in Toronto, Canada
* Gateway Conference in September 2024 in San Francisco,
California
* Token 2049 in September 2024 in Singapore
* Bitcoin Europe in October 2024 in Amsterdam, Netherlands
* World Summit Artificial Intelligence (AI) in October 2024 in
Amsterdam, Netherlands
* Money 20/20 in October 2024 in Las Vegas, Nevada
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a 'Digital Infrastructure' Company, which operates (through
its subsidiaries) data centers for the generation of Bitcoin
cryptocurrency in the United States. Because Mawson takes part in
Bitcoin mining, it is often referred to as a Bitcoin miner. The
Company has three primary businesses -- digital currency or Bitcoin
self-mining, customer co-location and related services, and energy
markets.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
MAWSON INFRASTRUCTURE: Files Form S-8 to Register 15M Common Shares
-------------------------------------------------------------------
Mawson Infrastructure Group Inc. filed with the Securities and
Exchange Commission a Form S-8 registration statement to register
10,000,000 shares of its common stock, par value $0.001 per share,
issuable under the Company's 2024 Omnibus Equity Incentive Plan.
The 2024 Plan was approved by the Company's stockholders on June
12, 2024 at the Company's Annual Meeting of Stockholders, and
replaced and succeeded the Company's 2018 Equity Incentive Plan and
2021 Equity Incentive Plan. The 2024 Plan provides that awards
issued under the 2024 Plan, the 2018 Plan or the 2021 Plan that
expire, lapse or are terminated, surrendered or canceled without
having been fully exercised or are forfeited in whole or in part,
in any case in a manner that results in any share of Common Stock
covered by such award being reacquired by the Company or otherwise
not being issued, such share of Common Stock shall again be
available for the grant of awards under the 2024 Plan. Further,
shares of Common Stock delivered (either by actual delivery or
attestation) to the Company by a participant to (1) satisfy the
applicable exercise or purchase price of an award, and/or (2)
satisfy any applicable tax withholding obligation, in each case,
shall be added to the number of shares of Common Stock available
for the grant of awards under the 2024 Plan. Therefore, an
additional 5,000,000 shares of Common Stock are being registered
hereunder for those purposes, for an aggregate of 15,000,000 shares
of Common Stock being registered.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1218683/000121390024054401/ea0208106-s8_mawson.htm
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a 'Digital Infrastructure' Company, which operates (through
its subsidiaries) data centers for the generation of Bitcoin
cryptocurrency in the United States. Because Mawson takes part in
Bitcoin mining, it is often referred to as a Bitcoin miner. The
Company has three primary businesses -- digital currency or Bitcoin
self-mining, customer co-location and related services, and energy
markets.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
MAWSON INFRASTRUCTURE: Grows & Expands Digital Co-Location Business
-------------------------------------------------------------------
Mawson Infrastructure Group Inc. announced June 18, 2024, that it
has further expanded its digital co-location business.
Rahul Mewawalla, CEO and President of Mawson, commented, "We are
delighted to grow and expand our overall co-location services
business to about 102 MW or about 31,164 miners under customer
agreements. Our accelerated growth in our co-location platforms
business is driven by our optimizing reliable, efficient, scalable
and sustainable carbon-free digital infrastructure solutions for
our enterprise class customers."
On June 14, 2024, Mawson signed a new 20 MW co-location customer
agreement with Krypton Technologies LLC and per the new customer
agreement, Mawson is expected to deploy about an additional 5,880
customer mining units that will further expand Mawson's digital
co-location services platforms business.
The 20 MW expansion of Mawson's Midland Pennsylvania facility,
announced on April 30, 2024, is progressing well and will increase
the facility's total operating capacity to 120 MW, with a capacity
for about 38,810 miners for self-mining or co-location business
services. The planned expansion at the Company's Midland facility
to 120 MW along with the 8.8 MW of self-mining capacity at the
Company's Bellefonte, Pennsylvania facility, is expected to
increase Mawson's total combined capacity across its facilities to
approximately 129 MW or about 41,530 miners. In addition to its
digital co-location services business, Mawson operates self-mining
bitcoin and energy management businesses.
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a 'Digital Infrastructure' Company, which operates (through
its subsidiaries) data centers for the generation of Bitcoin
cryptocurrency in the United States. Because Mawson takes part in
Bitcoin mining, it is often referred to as a Bitcoin miner. The
Company has three primary businesses -- digital currency or Bitcoin
self-mining, customer co-location and related services, and energy
markets.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
MAWSON INFRASTRUCTURE: Successfully Completes Facilities Expansion
------------------------------------------------------------------
Mawson Infrastructure Group Inc. announced June 25, 2024, the
completion of the planned expansion at its Midland, Pennsylvania
digital infrastructure and bitcoin mining facility, located in the
greater Pittsburgh region.
Rahul Mewawalla, CEO and president of Mawson, commented, "We are
pleased to have successfully completed the expansion of our
Midland, Pennsylvania facilities quickly within 60 days of our
announcing our growth plans back in April this year. With this
expansion now successfully complete, this site is expected to be
amongst the largest operating sites in the PJM market currently
operated by a North American Public Bitcoin Mining Company. Our
digital infrastructure platforms will benefit from this expansion,
especially given the greater Pittsburgh area is a growing hub of
innovation around digital infrastructure, digital assets,
artificial intelligence and high-performance computing. We believe
the PJM market is one of the most attractive operating markets for
digital infrastructure in the United States, and our continued
growth represents our commitment to fostering further innovation.
This represents an exciting chapter in Mawson's growth and we look
forward to the long-term value that this expansion will provide to
our company, our customers, and our shareholders."
Announced on April 30, 2024, the 20 MW expansion of Mawson's
Midland facility, which has now been completed, increases the
facility's total power capacity by an additional 20% to
approximately 120 MW from 100 MW previously, with a capacity to
support approximately 38,810 miners for either self-mining or
digital co-location business services. This recently completed
expansion at the Midland facility along with the 8.8 MW of
self-mining capacity at the Company's Bellefonte, Pennsylvania
facility, is expected to increase Mawson's total combined capacity
across both of its Pennsylvania facilities to approximately 129 MW
or 41,530 rack spaces.
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a 'Digital Infrastructure' Company, which operates (through
its subsidiaries) data centers for the generation of Bitcoin
cryptocurrency in the United States. Because Mawson takes part in
Bitcoin mining, it is often referred to as a Bitcoin miner. The
Company has three primary businesses -- digital currency or Bitcoin
self-mining, customer co-location and related services, and energy
markets.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
MBIA INC: Registers 350,000 More Shares Under Incentive Plan
------------------------------------------------------------
MBIA Inc. filed a registration statement in accordance with
Instruction E to Form S-8 with the U.S. Securities and Exchange
Commission to register 350,000 additional shares of common stock,
par value $1.00 per share of the Company that may be issuable
pursuant to the Amended and Restated MBIA Inc. Omnibus Incentive
Plan (formerly the MBIA Inc. 2005 Omnibus Incentive Plan)
The contents of the Company's original Registration Statement on
Form S-8, Registration Statement No. 333-127539, filed on August
15, 2005, additional Registration Statement on Form S-8,
Registration Statement No. 333-159648, filed on June 1, 2009,
additional Registration Statement on Form S-8 No. 333-183529, filed
on August 24, 2012, additional Registration Statement on Form S-8
No. 333-262687, filed on February 14, 2022, and additional
Registration Statement on Form S-8 No. 333-264991, filed on May 16,
2022 are incorporated herein by reference.
The additional 350,000 shares of Common Stock that are subject of
this Registration Statement relate to the increase in the number of
authorized shares available for issuance under the Plan as approved
by the Company's shareholders at the Company's annual meeting held
on May 2, 2024.
A full-text copy of the Registration Statement is available at:
https://www.sec.gov/Archives/edgar/data/814585/000119312524167015/d834325ds8.htm
About MBIA
MBIA Inc., together with its consolidated subsidiaries, operates
within the financial guarantee insurance industry. MBIA manages
its business within three operating segments: 1) United States
public finance insurance; 2) corporate; and 3) international and
structured finance insurance. The Company's U.S. public finance
insurance portfolio is managed through National Public Finance
Guarantee Corporation, its corporate segment is managed through
MBIA Inc. and several of its subsidiaries, including its service
company, MBIA Services Corporation, and its international and
structured finance insurance business is primarily managed through
MBIA Insurance Corporation and its subsidiaries.
MBIA reported a net loss of $487 million for the year ended
December 31, 2023, compared to a net loss of $203 million in 2022,
a net loss attributable to the Company of $445 million in 2021, and
a net loss attributable to the Company of $578 million in 2020.
* * *
Egan-Jones Ratings Company on September 28, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by MBIA Inc.
MLN US HOLDCO: 90% Markdown for DoubleLine ISF $2.9MM Loan
----------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,920,000 loan
extended to MLN US Holdco LLC to market at $284,700 or 10% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine ISF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to MLN US Holdco LLC. The loan accrues interest at a rate
of 14.18% (CME Term SOFR 3 Month + 8.85%) per annum. The loan
matures on November 30, 2026.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company’s customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MLN US HOLDCO: 90% Markdown for DoubleLine OCF $155,000 Loan
------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $155,000 loan
extended to MLN US Holdco LLC to market at $15,113 or 10% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine OCF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine OCF is a participant in a Senior Secured Second Lien
Term Loan to MLN US Holdco LLC. The loan accrues interest at a rate
of 14.18% (3 Month US Secured Overnight Financing Rate + 8.85%) per
annum. The loan matures on November 30, 2026.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company’s customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MONARCH BAY: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: Monarch Bay For Sale Residential, LLC
12301 Wilshire Blvd., Suite 520
Los Angeles CA 90025
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-14877
Judge: Hon. Deborah J Saltzman
Debtor's Counsel: David B. Shemano, Esq.
SHEMANOLAW
1801 Century Park East, Suite 2500
Los Angeles, CA 90067
Tel: (310) 492-5033
Email: dshemano@shemanolaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Edward J. Miller as president of
Manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3FEHU5A/Monarch_Bay_For_Sale_Residential__cacbke-24-14877__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Five Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Ferma Corporation Engineering $150,000
6639 Smith Ave Expense
Newark, CA 94560
Email: jtorres@fermacorp.com
Phone: (650) 961-2742
2. KTGY Architecture Architectural $121,306
17911 Von Karman Ave Ste 200 Design
Irvine, CA 92614
Email: jwilliams@ktgy.com
Phone: (510) 463-2018
3. Nicholas F Klein, Esq. Legal $120,684
12301 Willshire Blvd Ste 520
Los Angeles, CA 90025
Email: nickklein@att.net
Phone: (310) 820-8500
4. BKF Engineers Engineering $133,279
1730 N First Street Ste 600 Expense
San Jose, CA 95112
Email: pchan@bkf.com
Phone: (408) 467-9100
5. Olberding Environmental, Inc. Consulting $39,805
193 Blue Raven Road, Ste 165
Folsom, CA 95630
Email: jeff@olberdingenv.com
Phone: (916) 985-1188
MP SOUTHPARK: Files Emergency Bid to Access Cash Collateral
-----------------------------------------------------------
MP Southpark Pharmacy, LLC asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to use cash collateral.
Live Oak Banking Company asserts a first lien security interest in
real property owned by the Debtor's affiliate, Pratt II Real
Estate, LLC and a first lien security interest in the Debtor's
personal property assets to secure the repayment of $1,283,856 in
debt. An intercreditor agreement between Live Oak and Cardinal
Health subordinated Cardinal Health's first lien to Live Oak's
financing lien.
Cardinal Health asserts a second lien security interest in the
Debtor's personal property to secure the repayment of $78,822 in
debt. The Debtor asserts that considering the collateral values of
the real estate which secures the repayment of the Live Oak
indebtedness along with that of the personal property against which
it holds a lien in the Debtor's case, there may be sufficient
equity after the payoff of Live Oak to satisfy Cardinal Health's
claim.
The Small Business Administration asserts a third lien security
interest the Debtor's personal property assets to secure the
repayment of $528,439 in debt.
As of the Petition Date, the Debtor has in its possession proceeds
totaling $64,000 representing funds from the collection of accounts
receivable, payments from customers for prescriptions, and general
inventory of the business.
The Debtor contends it has an immediate need to use the cash to be
able to continue operations of the business, including making
payroll and purchasing of additional pharmaceutical supplies and
inventory.
The Debtor believes its cash flow projections, as well as the
pending sale of its book of business and inventory will provide it
the ability to propose a confirmable plan to restructure its
liabilities.
The Debtor seeks immediate approval of its request. The motion was
filed June 25 and an emergency hearing and objection deadline were
both set for June 26. The Debtor proposes a final hearing on its
request for July 17.
About MP Southpark Pharmacy
MP Southpark Pharmacy, LLC, d/b/a Myers Drug, operates a pharmacy,
drug store and gift shop in San Angelo, Texas. It filed for Chapter
11 bankruptcy under Subchapter V (Bankr. N.D. Texas Case No.
24-50146) on June 21, 2024, listing $1 million to $10 million in
estimated assets and liabilities.
David R. Langston, Esq., at Mullin, Hoard & Brown, serves as
counsel to the Debtor.
NEONODE INC: Adjourns Annual Meeting of Stockholders Until July 5
-----------------------------------------------------------------
Neonode Inc. announced June 25, 2024, that its 2024 Annual Meeting
of Stockholders, which was reconvened to June 25, 2024, was called
to order and again adjourned without any business being conducted
due to a lack of the required quorum.
The Annual Meeting will reconvene on July 5, 2024 at 3:00 p.m.
local time at Neonode's principal executive office located at
Karlavagen 100, 115 26 Stockholm, Sweden to provide its
stockholders additional time to vote on the proposals described in
the proxy statement filed with the Securities and Exchange
Commission on April 26, 2024. No changes have been made in the
proposals to be voted on by stockholders at the Annual Meeting.
The record date for determining stockholder eligibility to vote at
the Annual Meeting will remain the close of business on April 22,
2024. Proxies previously submitted will be voted at the Annual
Meeting unless properly revoked, and stockholders who have already
submitted a proxy or otherwise voted need not take any action.
Neonode's Board of Directors unanimously recommends that
stockholders vote "FOR" all proposals and encourages all
stockholders who have not already voted to do so immediately.
About Neonode
Neonode Inc. (NASDAQ:NEON) is a publicly traded company,
headquartered in Stockholm, Sweden and established in 2001. The
Company provides advanced optical sensing solutions for touch,
contactless touch, and gesture sensing. The Company also provides
software solutions for machine perception that feature advanced
machine learning algorithms to detect and track persons and objects
in video streams for cameras and other types of imagers. The
Company bases its contactless touch, touch, and gesture sensing
products and solutions using its zForce technology platform and its
machine perception solutions on its MultiSensing technology
platform. The Company markets and sells its solutions to customers
in many different markets and segments including, but not limited
to, office equipment, automotive, industrial automation, medical,
military and avionics.
Neonode reported a net loss attributable to the Company of $10.12
million for the year ended Dec. 31, 2023, a net loss attributable
to the Company of $4.88 million for the year ended Dec. 31, 2022, a
net loss attributable to the Company of $6.45 million for the year
ended Dec. 31, 2021, a net loss attributable to the Company of
$5.61 million for the year ended Dec. 31, 2020, and a net loss
attributable to the Company of $5.30 million for the year ended
Dec. 31, 2019. For the three months ended March 31, 2024, the
Company reported a net loss of $2.08 million.
NEP GROUP: DoubleLine ISF Marks $905,000 Loan at 18% Off
--------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $905,000 loan
extended to NEP Group, Inc to market at $738,516 or 82% of the
outstanding amount, as of March 31, 2024, according to a disclosure
contained in DoubleLine ISF's Amended Form N-CSR for the six-month
period ended March 31, filed with the Securities and Exchange
Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to NEP Group, Inc. The loan accrues interest at a rate of
12.44% (CME Term SOFR 1 Month + 7.11%) per annum. The loan matures
on October 19, 2026.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
NEP Group Inc provides broadcasting services. The Company is a
supplier to broad spectrum of content across both sports and
entertainment. The Company offers outside broadcast, studio
production, audio, lighting and media management services.
NORTHERN DYNASTY: Two Firms Sue to Stop EPA's Pebble Project Veto
-----------------------------------------------------------------
Northern Dynasty Minerals Ltd. reported June 26, 2024, that Iliamna
Natives Limited and Alaska Peninsula Corporation, two Alaska Native
Village corporations representing communities closest to the Pebble
Project, have filed suit against the Environmental Protection
Agency ("EPA") for exceeding its authority with the veto action
against Pebble. John Shively, CEO of the Company's 100%-owned
U.S.-based subsidiary Pebble Limited Partnership made the following
statement regarding the action:
"The jobs, economic activity and revenue from Pebble would bring
significant positive benefits to the communities closest to us, as
represented by INL and APC in this lawsuit. From the beginning,
the EPA has given little weight to the views expressed by these
communities because it did not fit their predetermined narrative
against the project."
"The 'No Pebble' scenario for the communities represented by these
two village corporations is one in which there is continued
outmigration, increased already-higher-than-average cost of living,
and lack of opportunities. A desire to change this trajectory and
find good jobs for their shareholders is a key underpinning of the
litigation filed today. It is ultimately about opportunity and
hope."
"We have local support for the project, and the Final Environmental
Impact Statement for Pebble, as published by the U.S. Army Corp of
Engineers, describes in detail the potential for many benefits from
Pebble including employment, reduction in the cost of living, and
significant local tax revenues. It further documents how local
fishing permits continue to migrate to non-Alaskans and a high
percentage of commercial fishing jobs are held by non-residents."
"Those who oppose Pebble have not provided any alternative that
would improve the economy of this area. These two Native Village
Corporations understand that the EPA and our opposition care little
about their future."
Ron Thiessen, president and CEO of Northern Dynasty, said "We have
support from local Native Village Corporations because Pebble
represents the opportunity of a brighter future for these
communities. This is how the Alaska model works. With its illegal
veto, the EPA is robbing them of that future."
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development company
based in Vancouver, Canada. Northern Dynasty's principal asset,
owned through its wholly owned Alaska-based U.S. subsidiary, Pebble
Limited Partnership, is a 100% interest in a contiguous block of
1,840 mineral claims in Southwest Alaska, including the Pebble
deposit, located 200 miles from Anchorage and 125 miles from
Bristol Bay. The Pebble Partnership is the proponent of the Pebble
Project.
Vancouver, Canada-based Deloitte LLP, the Company's auditor since
2009, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company incurred a consolidated net
loss of $21 million during the year ended December 31, 2023 and, as
of that date, the Company's consolidated deficit was $697 million.
These conditions, along with other matters, raise substantial doubt
about its ability to continue as a going concern.
NORTHRIVER MIDSTREAM: Moody's Rates New $525MM Secured Notes 'Ba3'
------------------------------------------------------------------
Moody's Ratings assigned a Ba3 rating to NorthRiver Midstream
Finance LP's proposed US$525 million senior secured notes due 2032.
Proceeds will be used to refinance existing debt. NorthRiver's Ba3
corporate family rating, Ba3-PD probability of default rating, Ba3
senior secured first lien Term Loan B rating and positive outlook
are unchanged.
RATINGS RATIONALE
NorthRiver's rating is supported by: (1) take-or-pay contracts
constituting over 80% of revenue; (2) a diversified customer base
underpinned by strong counterparties holding long-term contracted
take-or-pay volumes; (3) extensive natural gas pipeline and
processing footprint concentrated in the central and northern
Montney with differentiating sour gas processing capacity; and (4)
a track record of steady EBITDA generation.
NorthRiver's rating is constrained by: (1) a portion of revenue
(about 15%) exposed to market demand (renewals and interruptible),
involving market price and volume risks; (2) dependence on the
continued development of economic liquids-rich gas to grow EBITDA
and volumes over time; and (3) ownership by private equity
(Brookfield Infrastructure), which could pursue more aggressive
financial policies.
NorthRiver's liquidity is good. At Q1 2024, NorthRiver had minimal
cash and close to C$345 million available (after LCs) under its
C$400 million revolver expiring in 2028. Moody's forecast over
C$100 million in free cash flow through Q1 2025. NorthRiver will
maintain compliance with its financial leverage covenant. The
company has limited alternate sources of liquidity as it has
pledged all of its assets to secured lenders.
NorthRiver's new notes will be secured and pari passu with the term
loan B. The notes and term loan are rated in line with the Ba3 CFR
since they represent the preponderance of liabilities in the
capital structure.
The positive outlook reflects Moody's expectation that NorthRiver's
deleveraging trend will continue, with debt to EBITDA settling
under 5x while generating positive free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if NorthRiver continues to grow
EBITDA while keeping debt to EBITDA below 5x.
The ratings could be downgraded if EBITDA declines, debt to EBITDA
rises above 6.5x or financial policy becomes more aggressive.
NorthRiver Midstream Finance LP, based in Calgary, Alberta, is a
privately-held midstream company that gathers and processes natural
gas in northeastern British Columbia and west central Alberta.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
NUWELLIS INC: Effects 1-for-35 Reverse Common Stock Split
---------------------------------------------------------
Nuwellis, Inc. announced June 26, 2024, a 1-for-35 reverse split of
its common stock, par value $0.0001, effective at 5:00 pm Eastern
Time June 27, 2024. Beginning on June 28, 2024, the Company's
Common Stock will trade on The Nasdaq Capital Market on a
split-adjusted basis.
At the Company's annual meeting of stockholders on June 6, 2024,
its stockholders approved a proposal to amend the Company's Fourth
Amended and Restated Certificate of Incorporation to effect such a
reverse split of the Company's outstanding Common Stock at a ratio
in the range of 1-for-5 to 1-for-70 to be determined at the
discretion of the Company's Board of Directors.
As a result of the Reverse Stock Split, every thirty-five shares of
authorized Common Stock will be automatically combined into one
share of Common Stock. The number of authorized shares of the
Company's Common Stock will remain at 100 million, while the number
of outstanding shares will be reduced in accordance with the
Reverse Stock Split. Any fraction of a share of Common Stock that
would be created as a result of the Reverse Stock Split will be
rounded down to the next whole share and the stockholder will
receive cash equal to the market value of the fractional share,
determined by multiplying such fraction by the closing sales price
of the Company's Common Stock as reported on Nasdaq on the last
trading day before the Reverse Stock Split becomes effective (on a
split-adjusted basis).
The Company's Common Stock will continue to trade on The Nasdaq
Capital Market under the symbol "NUWE". The new CUSIP number for
the Common Stock following the reverse split is 67113Y603.
About Nuwellis Inc.
Eden Prairie, Minn.-based Nuwellis, Inc. is a medical technology
company dedicated to transforming the lives of patients suffering
from fluid overload through science, collaboration, and innovative
technology. The company is focused on developing, manufacturing,
and commercializing medical devices used in ultrafiltration
therapy, including the Aquadex FlexFlow and the Aquadex SmartFlow
systems. The Aquadex SmartFlow system is indicated for temporary
(up to eight hours) or extended (longer than 8 hours in patients
who require hospitalization) use in adult and pediatric patients
weighing 20 kg or more whose fluid overload is unresponsive to
medical management, including diuretics.
Minneapolis, Minn.-based Baker Tilly US, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 11, 2024, citing that the Company has recurring losses
from operations, an accumulated deficit, expects to incur losses
for the foreseeable future and needs additional working capital.
These are the reasons that raise substantial doubt about its
ability to continue as a going concern.
NXT ENERGY: Schedules Annual & Special Meeting for July 15
----------------------------------------------------------
NXT Energy Solutions Inc. filed with the Securities and Exchange
Commission a Form 6-K containing a notice regarding an annual and
special meeting of holders of common shares of the Company to be
held as follows:
When: 10:00 am (Calgary time) on Monday, July 15, 2024
Where: Norton Rose Fulbright Canada LLP
400 3rd Avenue SW, Suite 3700
Calgary, Alberta T2P 4H2
Telephone: 403.267.8222
The purpose of the Meeting will be to consider the following items
of business:
1. to receive and consider the audited financial statements of
the Company for the year ended Dec. 31, 2023, the
accompanying
notes thereto, and the auditor's report in respect thereof;
2. to elect six directors of the Company;
3. to appoint MNP LLP, Chartered Professional Accountants, as
the
auditors of the Company for the ensuing year at a
remuneration
to be determined by the Board of Directors of the Company;
4. to consider and approve the Control Person Resolution as
outlined in Schedule "A";
5. to consider and approve the Insider Participation Resolution
as outlined in Schedule "B";
6. to consider and approve the Security Based Compensation
Arrangement as outlined in Schedule "C"; and
7. to transact such other business as may be properly brought
before the Meeting.
The specific details of the matters to be brought before the
Meeting are set forth in the accompanying management information
circular which forms part of this Notice. Shareholders are
reminded to review the information circular in detail prior to
voting on the foregoing matters.
The Board has fixed June 10, 2024 as the record date for the
determination of Shareholders entitled to receive notice of and to
vote at the Meeting and at any postponement or adjournment
thereof.
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
Calgary, Canada-based MNP LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March
27, 2024, citing that the Company's current cash position is not
expected to be sufficient to meet the Company's obligations and
planned operations for a year beyond the date of auditor's report,
unless additional financing is obtained or new revenue contracts
are completed. This raises substantial doubt about the Company's
ability to continue as a going concern.
OBRA CAPITAL: S&P Raises ICR to 'CCC', Withdraws Rating
-------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Obra Capital
Inc. to 'CCC' from 'CCC-'. S&P subsequently withdrew its issuer
credit and issue ratings on Obra at the company's request. The
outlook was stable at the time of the withdrawal.
S&P said, "The upgrade reflects our view that Obra's liquidity has
improved under the new capital structure (partially due to the
lower quarterly amortization) such that the sources will likely
meet the needs over the next six to 12 months.
"The 'CCC' issuer credit rating reflects our view that Obra's
credit metrics, however, may remain under pressure over the next 12
months. While the company's assets under management (AUM) have been
growing in an effort to diversify from its longevity concentration,
the AUM base is still small and the company remains highly reliant
on origination fees, which could be inconsistent."
In the event that origination volume is subdued due to lack of
attractive capital deployment opportunities, Obra's liquidity could
be pressured since the management and incentive fees alone (through
first-quarter 2024) are insufficient to cover the company's
operating expenses and high debt-servicing costs.
OCCY LABORATORY: Crescita Concludes $900,000 Acquisition
--------------------------------------------------------
Crescita Therapeutics Inc. on June 26 announced that it has
concluded the asset purchase agreement to acquire all of the
non-real estate business assets of Occy Laboratory Inc. The
acquired assets include Occy's manufacturing equipment, inventory,
customer network and intellectual property.
Pursuant to the terms of the Purchase Agreement, Crescita acquired
the Assets for total cash consideration of $0.9 million. Occy's
revenue for fiscal 2023, its most recently completed year-end, was
approximately $1.5 million.
"We are very pleased with the financial terms of this acquisition
and expect that it will be accretive to EBITDA once the integration
is complete," stated Mr. Verreault. "This acquisition creates an
exciting opportunity for us to accelerate growth and enhance our
profitability."
The Transaction, conducted pursuant to the voluntary proceedings
undertaken by Occy under the Bankruptcy and Insolvency Act, was
approved by the Québec Superior Court at a sale approval hearing
on June 19, 2024, as previously announced.
Crescita will continue the commercial activities carried on by Occy
prior to closing, while it integrates the Assets into its
operations in the coming months.
About Crescita Therapeutics Inc.
Crescita (TSX: CTX and OTC US: CRRTF) --
http://www.crescitatherapeutics.com-- is a growth-oriented,
innovation-driven Canadian commercial dermatology company with
in-house R&D and manufacturing capabilities. The Company offers a
portfolio of high-quality, science-based non-prescription skincare
products and a commercial stage prescription product. It also owns
multiple proprietary transdermal delivery platforms that support
the development of patented formulations to facilitate the delivery
of active ingredients into or through the skin.
About Occy Laboratory
Occy Laboratory Inc., a Laval, Quebec, Canada-based manufacturer
and distributor of high-quality dermocosmetic products.
OMNIQ CORP: Transitions From NASDAQ to OTC Markets
--------------------------------------------------
OMNIQ Corp. announced June 26, 2024, that its stock has
transitioned from NASDAQ to the OTC Markets. OMNIQ's stock
continues to trade under the ticker symbol OMQS, ensuring
uninterrupted market activity for its shareholders.
OMNIQ said it remains committed to maintaining the highest
standards of corporate governance and transparency. Nasdaq
determination to delist the Company's stock, effective May 7, 2024,
is due to not meeting the minimum market value requirement of $35
million. OMNIQ remains fully compliant with all other regulatory
guidelines and is actively taking steps to be relisted on a
national exchange. This move reflects OMNIQ's commitment to
operational excellence and positions us for future opportunities.
Continuation on OTC Markets
OMNIQ's stock has seamlessly transitioned to the OTC Markets,
continuing to trade under the same ticker symbol, OMQS.
Shareholders will not need to take any action as their investments
remain secure and tradable.
Impact on Shareholders
OMNIQ assures its shareholders that this transition will not affect
their holdings. The Company remains dedicated to delivering value
and maintaining strong relationships with its investors.
"As we navigate this transition, our primary focus remains on
delivering exceptional value to our shareholders and clients," said
Shai Lustgarten, CEO of OMNIQ. "We are committed to maintaining
transparency and ensuring that our operations continue without
disruption. We are taking all necessary steps to achieve a swift
relisting on a national exchange."
Company's Strategic Direction
"OMNIQ will continue its focus on delivering innovative AI-based
solutions to a diverse range of industries, including supply chain
management, homeland security, and public safety. Additionally,
OMNIQ is expanding its portfolio with cutting-edge fintech
products, new SaaS solutions, and advancements in mobile computing.
These initiatives, along with our recent achievements and ongoing
projects, demonstrate the Company's robust market position and
future potential. Our comprehensive suite of technologies is
designed to enhance efficiency, security, and operational
excellence for our clients," Omniq stated in the press release.
About Omniq
omniQ Corporation -- www.omniq.com -- is a provider of
state-of-the-art computerized and machine vision image processing
technologies, anchored in its proprietary and patented artificial
intelligence innovations. The Company's extensive range of
services spans advanced data collection systems, real-time
surveillance, and monitoring capabilities catered to various
sectors, including supply chain management, homeland security,
public safety, as well as traffic and parking management. These
innovative solutions are strategically designed to secure and
optimize the movement of individuals, assets, and information
across essential infrastructures such as airports, warehouses, and
national borders. The Company serves a broad spectrum of clients,
including government agencies and esteemed Fortune 500 corporations
across several industries -- manufacturing, retail, healthcare,
distribution, transportation, logistics, food and beverage, and the
oil, gas, and chemical sectors.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 1, 2024, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ONDAS HOLDINGS: Neil Laird Discloses 5,419 Shares Ownership
-----------------------------------------------------------
Neil Laird, CFO, Secretary, and Treasurer of Ondas Holdings Inc.
filed a Form 3 Report with the U.S. Securities and Exchange
Commission, disclosing beneficial ownership of 250 shares of Ondas
Holdings' Common Stock directly and 5,169 shares indirectly through
his spouse and their IRA as of June 21, 2024.
A full-text of Mr. Laird SEC Report is available at:
https://www.sec.gov/Archives/edgar/data/1220021/000121390024055374/xslF345X02/ownership.xml
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.
ONENERGY INC: TSX to Reinstate Trading of Shares on NEX
-------------------------------------------------------
ONEnergy Inc. on June 26 announced that the Company has received
acceptance of its proposal from the TSX Venture Exchange and
trading will be reinstated on the NEX.
On May 30, 2023, the Company, through B. Riley Farber Inc. as
proposal trustee, filed a Proposal pursuant to the Bankruptcy and
Insolvency Act (Canada) with the Official Receiver. On June 22,
2023, the Company held a Creditors' Meeting whereby the Proposal
was formally accepted by the required majorities of creditors in
number and value. On January 23, 2024, the Proposal was approved by
the Ontario Superior Court of Justice.
On June 26, 2024, the Company implemented the Proposal and
satisfied its unsecured outstanding liabilities by issuing
124,277,690 common shares of the Company at a price of $0.085 per
share/unit. The common shares that were issued to the Company's
directors, officers or consultants in connection with the Proposal
are subject to a four-month hold period per the Exchange policies.
The issuance of common shares by the Company are full and final
satisfaction for all of the Company's unsecured claims and all
unsecured claims as against the Company incurred prior to June 26,
2024, have been forever released.
Following the issuance of the common shares, and the acceptance by
the Exchange, trading will be reinstated on the NEX.
About ONEnergy Inc.
ONEnergy common shares are listed on the NEX board of the TSX
Venture Exchange under the symbol "OEG.H". Material information
about ONEnergy can be found on SEDAR+ under the Company's issuer
profile at www.sedarplus.ca. ONEnergy's corporate website may be
found at www.onenergyinc.com.
PARK 151 CS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 20 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Park 151 CS, LLC.
About Park 151 CS
Park 151 CS, LLC, a company in Glenpool, Okla., filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Okla. Case No. 24-80403) on May 21, 2024, listing $6,000,007
in assets and $5,315,082 in liabilities. The petition was signed by
Timothy J. Remy as managing member.
Judge Paul R Thomas presides over the case.
Scott P. Kirtley, Esq., at Riggs, Abney, Neal, Turpen, Orbison &
Lewis represents the Debtor as counsel.
PECF USS: DoubleLine ISF Marks $1.8MM Loan at 23% Off
-----------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,845,838 loan
extended to PECF USS Intermediate Holding III Corp. to market at
$1,414,382 or 77% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in DoubleLine ISF's Amended
Form N-CSR for the six-month period ended March 31, 2024, filed
with the Securities and Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured FirstLien Term
Loan to PECF USS Intermediate Holding III Corp. The loan accrues
interest at a rate of 9.82% (CME Term SOFR 1 Month + 4.51%) per
annum. The loan matures on December 15, 2028.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PECF USS: DoubleLine OCF Marks $233,211 Loan at 23% Off
-------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $233,211 loan
extended to PECF USS Intermediate Holding III Corp to market at
$178,699 or 77% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in DoubleLine OCF's Amended
Form N-CSR for the six-month period ended March 31, filed with the
U.S. Securities and Exchange Commission.
DoubleLine OCF is a participant in a Senior Secured First Lien Term
Loan to PECF USS Intermediate Holding III Corp. The loan accrues
interest at a rate of 9.82% (3 Month US Secured Overnight Financing
Rate + 4.51%, 0.50% Floor) per annum. The loan matures on December
15, 2028.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PECF USS: DoubleLine YOF Marks $798,871 Loan at 23% Off
-------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $798,871 loan
extended to PECF USS Intermediate Holding III Corp to market at
$612,139 or 77% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in DoubleLine YOF's Amended
Form N-CSR for the six-month period ended March 31, filed with the
U.S. Securities and Exchange Commission.
DoubleLine YOF is a participant in a Senior Secured FirstLien Term
Loan to PECF USS Intermediate Holding III Corp. The loan accrues
interest at a rate of 9.82% (3 Month US Secured Overnight Financing
Rate + 4.51%, 0.50% Floor) per annum. The loan matures on December
15, 2028.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PIECEMAKERS: Has Deal With SBA on Cash Collateral Access
--------------------------------------------------------
Piecemakers asks the U.S. Bankruptcy Court for the Central District
of California to approve a stipulation with the U.S. Small Business
Administration over the Debtor's use of cash collateral and grant
of adequate protection.
Piecemakers obtained a COVID Economic Injury Disaster Loan in 2020
from the SBA. The loan is payable for 30 years and, as of the
bankruptcy filing date, the amount due under the loan is $202,095.
The SBA loan is secured by all personal property of the Debtor.
The SBA consents to the Debtor's use of cash collateral through and
including through the administration of the Debtor's Chapter 11
case to pay ordinary and necessary postpetition expenses.
The Debtor agrees to remit to the SBA $1,015 per month. The first
payment is due July 11. The SBA is entitled to a superpriority
claim over the life of the bankruptcy case over any diminution in
value of the SBA's collateral.
About Piecemakers
Established in 1978, Piecemakers has grown from a tiny quilt shop
to a full-service construction company and thriving country store
which offers gifts, quilts, antiques, fabrics, notions, books and
patterns. In addition to its location at 1720 Adams Avenue in Costa
Mesa, California, the Company has an extensive online store which
carries quilt calendars, books, patterns, fine hand sewing needles,
hand crafted quilts, home decor and gift items.
Piecemakers filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 24-11522) on June 17, 2024, before the Hon. Theodor
Albert, listing $1 million to $10 million in both estimated assets
and liabilities. Ralph Ascher, Esq., at Ascher & Associates, P.C.,
serves as the Debtor's counsel. The petition was signed by Douglas
Follette as general partner.
PLA FOUR 24: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PLA Four 24 LLC
24 S. Grove St.
East Orange, NJ 07018
Business Description: PLA Four 24 LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-16225
Judge: Hon. Vincent F Papalia
Debtor's Counsel: Douglas J. McGill, Esq.
WEBBER MCGILL LLC
100 E. Hanover Avenue
Suite 401
Cedar Knolls, NJ 07927
Tel: (973) 739-9559
Fax: (973) 739-9575
Email: dmcgill@webbermcgill.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas J. Caleca, on behalf of its sole
member/manager.
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/5QMU2EA/PLA_Four_24_LLC__njbke-24-16225__0001.0.pdf?mcid=tGE4TAMA
PRECIPIO INC: All Three Proposals Passed at Annual Meeting
----------------------------------------------------------
Precipio, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on June 21, 2024, it reconvened its
Annual Meeting of stockholders which was originally scheduled for
June 13, 2024 for the purpose of holding a stockholder vote. At
the Annual Meeting, the stockholders of the Company:
1. elected Kathleen D. LaPorte and Ron A. Andrews as Class III
directors for terms to expire in 2027;
2. approved a proposal to hold an advisory (non-binding) vote
to approve named executive compensation;
3. ratified the appointment of Marcum LLP as the Company's
independent registered public accounting firm for the year ending
Dec. 31, 2024.
About Precipio
Omaha, Nebraska-based Precipio, Inc., formerly known as
Transgenomic, Inc. -- http://www.precipiodx.com/-- is a healthcare
solutions company focused on cancer diagnostics. Its business
mission is to address the pervasive problem of cancer misdiagnoses
by developing solutions to mitigate the root causes of this problem
in the form of diagnostic products, reagents, and services.
New Haven, CT-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
29, 2024, citing that the Company 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.
PREMIER DENTAL: S&P Upgrades ICR to 'CCC' on Distressed Exchange
----------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on Premier
Dental Services Inc. (doing business as Sonrava Health) to 'CCC'
from 'SD' (selective default), and at the same time, S&P assigned
its 'B-' issue-level rating and '1' recovery rating to the
company's new first-out term loan.
S&P's negative outlook reflects its view that, over the next twelve
months, revenue and EBITDA could further erode Sonrava's liquidity
such that a subsequent default appears inevitable.
S&P said, "Although the transaction improved liquidity and cash
flow, we still think a subsequent default is likely, possibly in
the next 12 months. The new capital structure added gross debt of
about $114 million (inclusive of a pay-in-kind premium to new money
participants). This transaction added $51 million of incremental
liquidity, after considering the paydown of its accounts receivable
facility, repayment of some revolving commitments, and related
transaction fees. Under the new credit agreement, the company is
subject to a minimum liquidity covenant of $35 million, tested
monthly, that further constrains its financial flexibility. In
2024, we expect revenue to decrease in the 6%-7% range as the
company continues to feel adverse effects of Medicaid
redeterminations and focuses on the sale of underperforming
practices. We do expect that efforts related to optimization and
marketing will start to aid volumes in the first half of 2025,
likely leading to mid-single-digit percent growth for the year. In
addition, we anticipate its cost take-out initiatives on labor and
right-sizing efforts should help drive modest EBITDA growth in the
second half of 2024 and into 2025. Nonetheless, we expect Sonrava
to generate cash flow deficits over at least the next 12 months,
elevating the risk of a subsequent default.
"The completed transaction did alleviate some interest burden, with
annual savings of $20 million-$25 million over the next two years,
at which point cash interest increases about $30 million-$35
million. Despite this, its interest costs remain relatively high,
which we project to be in the $60 million-$65 million range
(excluding interest related to finance leases) over the next 12
months based on our SOFR expectations. Generally, we view the added
liquidity and lower cash interest burden provided by its recent
transaction as positive, but we still believe the capital structure
is unsustainable without a material improvement in operating
results.
"We think there is a large gap in the plan to improve revenue and
profitability and return to a sustainable level of EBITDA, so we
see significant risk in the timeline for the turn-around efforts.
Operations over the past one to two years have been pressured as
Medicaid redeterminations, contract losses, and adverse regulatory
changes have negatively affected visit volumes. In addition,
inefficiencies of internal operations related to marketing efforts,
back-office integration, and revenue cycle management have
contributed to weak profitability and cash flows. A significant
portion of the company's improvement is expected to come from
increased volume from marketing efforts, which could be difficult
to achieve given potential lingering confusion from Medicaid
redetermination and continued economic uncertainty. Additionally,
the company is implementing volume expansion efforts at the same
time as cost-saving plans, including workforce reductions and
office rationalization, which we think increases the execution
risk. We do expect some EBITDA improvement in 2024 from revived
marketing efforts and patient contact, increased patient financing
options, higher specialty volumes, and targeted price increases.
That said, with most of the liquidity provided by the recent
transaction being used for principal payments, interest, and
transaction fees and considering its minimum liquidity covenant of
$35 million, it is unlikely Sonrava will have sufficient liquidity
to cover its uses over the next 12 months. S&P said, "We anticipate
the company will likely burn an average of about $5 million-$6
million per quarter over the next 12 months, which we believe could
put significant pressure on its liquidity position. Additionally,
even with stronger than expected performance, the transition to
cash interest in 2026 will likely constrain cash flow, also
contributing to our view of the unsustainability of Sonrava's
capital structure."
S&P said, "Our negative outlook reflects our view that
underperformance in expected revenue and EBITDA could further erode
Sonrava's liquidity and that the company is dependent on favorable
business and financial conditions to meet its financial
commitments. We think there is elevated potential over the next
twelve months that the company's liquidity could erode such that a
subsequent default appears inevitable."
PRETIUM PKG: DoubleLine ISF Marks $2.8MM Loan at 37% Off
--------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,860,000 loan
extended to Pretium PKG Holdings, Inc.to market at $1,788,401 or
63% of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine ISF's Amended Form N-CSR for the
six-month period ended March 31, filed with the U.S. Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to Pretium PKG Holdings, Inc. The loan accrues interest
at a rate of 12.33% (CME Term SOFR 3 Month + 7.01%) per annum. The
loan matures on October 1, 2029.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Pretium PKG Holdings, Inc is a manufacturer of rigid plastic
containers for variety of end markets, including food and beverage,
chemicals, healthcare, wellness and personal care. Pretium PKG
Holdings, Inc. is a portfolio company of Clearlake since January
2020.
PRETIUM PKG: DoubleLine OCF Marks $310,000 Loan at 37% Off
----------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $310,000 loan
extended to Pretium PKG Holdings, Inc to market at $193,848 or 63%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine OCF's Amended Form N-CSR for the
six-month period ended March 31, filed with the U.S. Securities and
Exchange Commission.
DoubleLine OCF is a participant in a Senior Secured Second Lien
Term Loan to Pretium PKG Holdings, Inc. The loan accrues interest
at a rate of 12.33% (3 Month US Secured Overnight Financing Rate +
7.01%, 0.50% Floor) per annum. The loan matures on October 1,
2029.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic
containers for variety of end markets, including food and beverage,
chemicals, healthcare, wellness and personal care. Pretium PKG
Holdings, Inc. is a portfolio company of Clearlake since January
2020.
PRETIUM PKG: DoubleLine YOF Marks $960,000 Loan at 37% Off
----------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $960,000 loan
extended to Pretium PKG Holdings, Inc to market at $600,303 or 63%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine YOF's Amended Form N-CSR for the
six-month period ended March 31, filed with the U.S. Securities and
Exchange Commission.
DoubleLine YOF is a participant in a Senior Secured Second Lien
Term Loan to Pretium PKG Holdings, Inc. The loan accrues interest
at a rate of 12.33% (3 Month US Secured Overnight Financing Rate +
7.01%, 0.50% Floor)per annum. The loan matures on October 1, 2029.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic
containers for variety of end markets, including food and beverage,
chemicals, healthcare, wellness and personal care. Pretium PKG
Holdings, Inc. is a portfolio company of Clearlake since January
2020.
PROPERTY MASTERSHIP: Updates Secured & Unsecured Claims Pay
-----------------------------------------------------------
Property Mastership Excel, LLC, submitted a Second Amended
Disclosure Statement describing 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 July 1, 2024.
The Debtor will refinance or sell the above collateral by July 1,
2024, paying the 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.
Class 2 consists of General unsecured claims. 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.
Creditors in this class may not take any collection action against
Debtor so long as Debtor is not in material default under the Plan.
This class is impaired and is entitled to vote on confirmation of
the Plan.
The Debtor will sell the Property by July 1, 2024, paying the
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.
The Debtor believes that it will have enough cash on hand from the
Sale of the Property on the Effective Date of the Plan 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 August 8, 2024 at 1:30
p.m., in Courtroom 10, at the United States Bankruptcy Court, 280
South First Street, San Jose, California.
A full-text copy of the Second Amended Disclosure Statement dated
June 11, 2024 is available at https://urlcurt.com/u?l=ioKNVF 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-mails: farsadlaw1@gmail.com
nancy@farsadlaw.com
About Property Mastership Excel
Property Mastership Excel, LLC, owns two parcels of vacant land
identified via APN Nos. APN: 237-420-002 and APN: 237-420-003 (the
"Property").
The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
23-51330) on Nov. 15, 2023, with $1 million to $10 million in both
assets and liabilities. Michael Luu, managing member, signed the
petition. The Debtor is represented by Farsad Law Office, P.C.
PROVIDER TRANSPORT: Seeks to Use Cash Collateral
------------------------------------------------
Provider Transport, LLC tells the U.S Bankruptcy Court for the
Western District of Louisiana it needs to use cash collateral in
the ordinary course of business to be able to pay the expenses of
its operation during the course of the Chapter 11 case. Unless it
is permitted to use cash collateral, the Debtor says it cannot pay
ordinary course of business expenses such as taxes, insurance,
utility expenses, repair and maintenance of its assets and the like
and will cease operations, thereby substantially adversely
impacting the Debtor's ability to pay its debts.
Among the Debtor's assets are certain trailers used in trucking
operations subject to liens in favor of BOM Bank and Hancock
Whitney Bank.
With respect to BOM Bank, the debt secured by the collateral is to
be paid in monthly payments of $699 from February 15, 2022, through
February 15, 2027, and was in current status on the bankruptcy
filing date. The security agreement also provided that the
collateral be constantly insured until the debt is paid in full.
With respect to Hancock Whitney Bank, the Debtor says the debt
secured by the collateral is to be paid in monthly payments of
$1,119 from March 22, 2021, through March 22, 2026, and was in
current status on the bankruptcy filing date. The security
agreement also provided that the collateral be constantly insured
until the debt is paid in full.
The Debtor suggests that all legal and equitable rights of the
Debtor and the Banks be preserved and deemed not waived.
The Debtor filed separate requests seeking permission to use the
Banks' collateral.
The Debtor requests that the Court approve adequate protection
payments of $699 and $1,119 per month to Hancock Whitney Bank, at
an interim hearing.
About Provider Transport, LLC
Provider Transport, LLC owns trailers used in trucking operations.
Provider Transport filed its voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy 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. The Hon. Judge
Stephen D Wheelis oversees the case. The Law Office of Thomas R.
Willson represents the Debtor as counsel.
PRR 200 LLC: Executes Sale Agreement; Files Amended Plan
--------------------------------------------------------
PRR 200 LLC submitted a Second Amended Disclosure Statement in
connection with its Second Amended Chapter 11 Plan dated June 11,
2024.
The Debtor will pursue sale of the Property through an executed
Agreement of Sale for a sale price of $1,325,000. This Agreement of
Sale was executed on May 23, 2024, and the buyer has a 30-day
period (i.e., until June 22, 2024) to obtain acquisition financing
and inspect the Property, at which time a deposit of $132,500 is
due.
The buyer has the option to cancel the Agreement of Sale prior to
June 22, 2024 based on buyer's inspection of the Property and/or a
failure to obtain acquisition financing. Closing under the
Agreement of Sale is contemplated between 60 and 120 days from date
of execution (i.e., between July 22 and September 20, 2024),
pending confirmation of the Debtor's Plan. The proceeds of a sale
at the contract price of $1,325,000 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.
If the Debtor's Amended Plan of Reorganization is confirmed and the
Property is not sold pursuant to the Agreement of Sale or by the
Debtor within the 12-month Marketing Period, then the automatic
stay will no longer be in effect and 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.
In the Debtor's opinion, the Plan as proposed provides maximum
value to its Creditors. The Debtor believes that the Plan will
enable Claimants to receive a greater recovery than would be
possible under other alternatives and will provide the only
realistic available means for funding a distribution to unsecured
creditors.
Specifically, if the Property is sold at sheriff's sale, Unsecured
Creditors are unlikely to receive any return. By contrast, 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.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 3 consists of Allowed General Unsecured Claims. As of
the Plan filing, the Debtor is aware of only three General
Unsecured Claims, which in the aggregate amount to $217,000.00. In
accordance with the Waterfall, 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.
* Class 4 consists of all Interests in the Debtor. As of the
Plan filing, the one Interest Holder is Shloime Horowitz. On the
Effective Date, all Interests in the Debtor shall transfer and
become Interests in the Reorganized Debtor for the purpose of
fulfilling the obligations of the Reorganized Debtor under the
Plan; however, the holder of Interests shall not receive any
distributions on account of such Interests, unless and until all
Creditors are paid in full in accordance with the Plan.
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.
A full-text copy of the Second Amended Disclosure Statement dated
June 11, 2024 is available at https://urlcurt.com/u?l=bc9M9s 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.
RAND PARENT: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Rand Parent, LLC's (dba Atlas Air
[Atlas]) Long-Term Issuer Default Rating (IDR) at 'BB'. Fitch has
also affirmed Atlas' secured revolver, term loan and notes at
'BB+'/'RR2'. The Rating Outlook is Stable.
Fitch has affirmed the ratings in connection with the planned $200
million upsize to Atlas' term loan. Fitch expects the additional
debt to be balanced by structural improvements via aircraft
additions, cost reduction and commercial actions that will support
leverage and coverage metrics returning to within Fitch's
sensitivities by 2025. Execution risk is modest based on
contracting practices with new aircraft purchases, success to date
with cost reductions and recent commercial profitability actions.
Additional discretionary dividends may drive negative rating
actions if not aligned with further improvement in EBITDA and cash
flows.
Atlas' contracted service revenue represents 85%-90% of annual
block hours with terms that set pricing. Minimum activity levels
support revenue predictability in revenue, and its fleet size
supports operational and end-market flexibility. Fitch also
considers the competitiveness of airfreight markets than can
pressure rates and profitability over time. Atlas also has a fully
encumbered fleet, but maintains a good liquidity profile.
KEY RATING DRIVERS
Growth, Shareholder Capital Allocation: Atlas plans to add six
aircraft in 2024, which will help preserve earnings and cash flow
strength and will support growth targets. New deliveries, albeit
delayed, are currently expected to be funded with aircraft
financing, which would enhance cost of capital and financial
flexibility but would not contribute to strengthening loan-to-value
(LTV). The proposed transaction to fund a $150 million shareholder
distribution with incremental term loan borrowings, along with a
$150 million cash-funded shareholder distribution made in late
2023, reduces near-term financial flexibility and emphasizes the
need for good execution of fleet and profitability initiatives.
A balanced capital allocation strategy relative to Atlas's asset
and cash flow profile will be crucial to preserving
through-the-cycle financial flexibility and collateral coverage.
Atlas can reduce preferred dividends in a downturn scenario. Atlas'
LTV will deteriorate to the low-70% range due to the incremental
term loan financing, up from 64% at YE 2023. Fitch believes it is
likely that any new aircraft would have aircraft-specific LTVs in
excess of 60%, prohibiting equity value from serving as
collateral.
Contracted Flights Moderate Rate Exposure: About 85% of revenues
are contracted under multi-year agreements, which can last over
five years. Around 10%-15% of block hours are subject to renewal or
market spot rates annually. Contracts set long-term pricing with
fuel cost pass-throughs, which moderates fluctuations in air cargo
rates and margins and minimum flying levels. Fitch views this as a
key business profile strength relative to passenger airlines.
Susceptibility to air cargo rates is limited to ad-hoc flying and
long-term contract renewals that combined make up roughly 20% of
block hours per year.
Fitch does not believe there is a meaningful risk of contract
cancellations through a rate cycle due to the high penalties for
breaking contracts. Atlas' fleet has been operating well above
minimum contracted flying levels but could reposition aircraft with
other customers if utilization drops.
Leverage Trending Down to 3.3x: Fitch expects EBITDAR leverage to
be about 3.3x in FY25, down from about 4.0x in FY24 and similar to
Fitch's estimate of pro forma FY24 after considering run-rate
aircraft contributions, commercial and profitability initiatives.
Debt-funded fleet growth is likely going forward and could cause
leverage to fluctuate. Atlas' practice of having new aircraft
demand in place prior to purchase helps reduce execution risks.
EBITDAR leverage in the 3.0x-3.5x range is broadly consistent with
passenger airline peers around the 'BB' rating level.
Low Operating Execution Risk: Atlas is pursuing a variety of
initiatives to drive improvements in profitability and scale such
as cost reduction, entering new aircraft into service and rolling
off a portion of business with Amazon, which Fitch believes will be
a net benefit to profitability. The impact of these initiatives
will likely be largely realized during 2024-2025. Fitch believes
solid execution is possible given Atlas's recent track record with
operational and cost initiatives and its practice of having
contracts in place prior to aircraft purchases.
Contracts, PIK Support Financial Flexibility: Fitch expects FCF
generation to be consistently positive, excluding aircraft
investment and discretionary distribution which will drive negative
reported FCF in 2024. Fitch expects FCF generation, before aircraft
purchases, of around $280 million-$300 million thereafter
considering preferred dividend payments of about $128 million, an
assumption of maintenance level capex and normalized heavy
maintenance activity.
Atlas retains flexibility to PIK preferred dividend payments in a
stressed scenario to support maintenance capex or its debt
schedule. Unlike passenger airline operators, this heavily
contracted approach offers visibility into Atlas' fundamental FCF
profile. However, its fully encumbered aircraft fleet offers
relatively lower contingent liquidity compared with 'BB' category
passenger airline and aircraft lessor peers. Fitch's FCF forecast
is based on EBITDA of approximately $950 million in 2024 before
improving to nearly $1.2 billion in the medium term. EBITDAR fixed
charge coverage is expected to be around 3.3x in 2024 and improve
to 3.8x in 2025.
Operating Conditions Stabilizing: Fitch expects air cargo
conditions, and as a result rates, to remain fairly stable from
late 2023 levels, which follows a significant decline from
pandemic-driven peaks. Rate resets in Atlas' book of business are
likely to persist through late 2024 as contracts and ad-hoc rates
roll off, according to the company. Lower rates directly affect
profitability. The mix of aircraft and service type also affect
overall block-hour rates though demand remains fairly steady with
growth in e-commerce shipments. Atlas' position in large wide-body
freight aircraft is also favorable to smaller aircraft where
capacity fluctuations are higher and more susceptible to bellyhold
capacity in passenger airlines.
Fitch expects Atlas' exit from certain business with Amazon to have
a net benefit on profitability, starting in 2024.
DERIVATION SUMMARY
In comparing Atlas to passenger airlines, such as JetBlue Airways
Corporation (B/Stable) and Air Canada (BB-/Positive), Fitch
considers the differences in business profiles and industry
structure of freight airlines. Atlas benefits from a high degree of
contracted revenue that includes multi-year rate agreements, fuel
surcharges that substantially limit fuel price risk and activity
minimums, all of which support fundamental cash flow visibility.
Competitive advantages are focused around fleet composition, scale
and service quality, while passenger airlines typically have more
entrenched route structures supporting competitive positioning.
While passenger airlines have made progress recovering from
pandemic-related shutdowns, operating challenges and the
inflationary environment are pressuring profitability.
Fitch expects JetBlue's EBITDAR leverage will be elevated around
10x in 2024 before declining to 7x in 2025 and Air Canada's EBITDAR
leverage in the mid-to-low 3x range in 2024 before trending toward
or below 3x in 2025. JetBlue's large unencumbered asset base
provides sufficient financial flexibility to offset margin
compression and capex-driven cash outflows compared to lower rated
peers. Similarly, Air Canada has a solid liquidity position that
Fitch believes provides a material amount of downside protection.
It also retains financial flexibility from unencumbered assets to
support further capital raises if needed.
Aircraft lessors generally do not operate aircraft, a
characteristic that fundamentally lowers operating risks, such as
air cargo rate exposure, operational efficiency and maintenance,
compared with Atlas. Atlas' aircraft are also older than other
rated aircraft lessors' and are fully encumbered by various
aircraft financing arrangements and corporate credit facilities.
Atlas' debt/equity in the mid-3.0x range is similar to that of
aircraft lessors.
KEY ASSUMPTIONS
- Revenue, excluding fuel, is mildly lower in 2024 from lower BH
rate resets and more CMI flying offsetting new aircraft
contributions. Subsequently growth picks up in 2025 with an
improvement in freight markets and new aircraft contributions;
- Fitch-defined EBITDA of approximately $950 million in 2024 but
expands to nearly $1.2 billion in 2025 and remains around this
level, benefiting from profit improvement actions, favorable mix
from new aircraft flying and more supportive air freight rates;
- Planned aircraft purchases are completed in 2024 are financed
with aircraft-backed debt;
- Total maintenance investment, across capex and working capital of
around $400 million per year through the forecast;
- SOFR rates remain in the 4%-5% range through the forecast.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to A
Positive Rating Action/Upgrade:
- Establishment of a clear, credit-conscious capital allocation and
fleet planning policy that enhances collateral asset quality and
financial flexibility;
- A less encumbered capital structure with mid-cycle EBITDAR
leverage sustained below 3.0x and/or first-lien LTV around 60%;
- Effective implementation of strategic growth plans, coupled with
maintaining healthy contract structures and durations, that
strengthen FCF stability through business cycles.
Factors that Could, Individually or Collectively, Lead to A
Negative Rating Action/Downgrade:
- Mid-cycle EBITDAR leverage sustained above 3.5x and/or first-lien
LTV sustained above 66%;
- Mid-cycle EBITDAR Fixed Charge Coverage sustained below 3.5x;
- Capital deployment actions that reduce collateral asset quality
(e.g., increased average age) and financial flexibility;
- A Shift in operating profile that heightens through-the-cycle FCF
variability, including weaker contract structures and durations, or
constrains FCF (excluding growth capex) to consistently below $200
million.
LIQUIDITY AND DEBT STRUCTURE
Comfortable Liquidity: Atlas had a comfortable liquidity position
as of March 31, 2024 that comprised of $118 million of cash, full
availability under the $300 million revolving credit facility, plus
availability under the $150 million AR securitization facility.
Mandatory debt amortization is scheduled to be $190 million to $200
million per year over the next three years, primarily from aircraft
financing and to a lesser extent, $8 million of annual term loan
amortization. Fitch also considers the impact of LTV levels on
liquidity. In order to draw 50% or more of the $300 million
revolving credit facility, the LTV is limited to 89%. The proposed
term loan increase of $200 million includes $50 million of cash to
the balance sheet.
Structural Considerations: The revolver and $800 million (original
commitment) term loan are structurally subordinated to the
aircraft-secured debts, which are borrowed under various
subsidiaries and do not carry cross or downstream guarantees.
Preferred Stock Treatment: Fitch does not treat the $900 million of
preferred stock as debt since it was issued outside of the rated
entity/restricted group, is unable to trigger a default under
Atlas' debt terms and does not have event of default provisions or
debt-like remedies under the terms.
ISSUER PROFILE
Atlas Air is a global cargo airline that operates over 100 aircraft
including a mix of Boeing 747, 777, 767 and 767 aircraft. It serves
a variety of customers in as freight forwarding, express shipping,
retail & e-commerce and military markets.
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
----------- ------ -------- -----
Rand Parent, LLC LT IDR BB Affirmed BB
senior secured LT BB+ Affirmed RR2 BB+
REDLINE RECREATIONAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Redline Recreational Toys Inc.
200 E Gowen Rd
Boise ID 83702
Business Description: Redline is a membership-based recreational
vehicle agency in Boise, Idaho. The concept
of Redline is to allow members to play on
all of the recreational toys in its fleet
including boats, PWCs, ATVs, UTVs,
snowmobiles, campers, motor homes, and more,
without the high costs of renting or the
hassles of owning.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
District of Idaho
Case No.: 24-00388
Debtor's Counsel: Brian M. Rothschild, Esq.
PARSONS BEHLE & LATIMER
201 S. Main St. Suite 1800
Salt Lake City UT 84111
Tel: 801-532-1234
Email: brothschild@parsonsbehle.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dustin Weniger as CEO.
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/YJIPOBY/Redline_Recreational_Toys_Inc__idbke-24-00388__0001.0.pdf?mcid=tGE4TAMA
RENALYTIX PLC: Gets Delisting Notice From Nasdaq, Plans to Appeal
-----------------------------------------------------------------
Renalytix plc disclosed in a Form 8-K filed with the Securities and
Exchange Commission on June 24, 2024, that the Company received
written notice on June 21, 2024, from the Listing Qualifications
Department of the Nasdaq Stock Market LLC notifying the Company
that the Nasdaq staff has determined that the Company did not
regain compliance within the compliance period. As a result,
unless the Company requests an appeal of this determination before
a Nasdaq Hearings Panel by June 28, 2024, trading of the Company's
ADSs will be suspended at the opening of business on July 2, 2024,
and a Form 25-NSE will be filed with the SEC, which will remove the
Company's securities from listing and registration on Nasdaq.
As previously disclosed, on Dec. 22, 2023, Renalytix received two
written notices from Nasdaq notifying the Company that:
(i) because the closing bid price for the Company's American
Depositary Shares ("ADSs"), each representing two ordinary shares,
nominal value GBP 0.0025 per share, was below $1.00 per ADS for at
least 30 consecutive business days, the Company did not meet the
$1.00 per ADS minimum bid price requirement of Nasdaq Listing Rule
5450(a)(1); and
(ii) it is not in compliance with the requirement to maintain a
minimum market value of listed securities (the "MVLS") of
$50,000,000 for continued listing on The Nasdaq Global Market, as
set forth in Nasdaq Listing Rule 5450(b)(2)(A).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A) and Nasdaq Listing
Rule 5810(c)(3)(C), the Company had a compliance period of 180
calendar days, or until June 19, 2024, to regain compliance with
the Minimum Bid Price Requirement and the MVLS Requirement.
The Company intends to submit an appeals hearing request to the
Panel, which request will stay the suspension of the Company's
securities and the filing of the Form 25-NSE pending the Panel's
decision. At the Panel hearing, the Company intends to present a
strategic plan to regain compliance with the applicable Nasdaq
listing requirements. In the interim, the Company's ADSs will
continue to trade on Nasdaq. According to the Company, there can
be no assurance that its plan will be accepted by the Panel or
that, if it is, the Company will be able to regain compliance with
the applicable Nasdaq listing requirements. If the Company's ADSs
are delisted, it could be more difficult to buy or sell the
Company's ADSs or to obtain accurate quotations, and the price of
the Company's ADSs could suffer a material decline. Delisting
could also impair the Company's ability to raise capital.
About Renalytix
Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ:
RNLX) -- www.renalytix.com -- is focused on providing doctors
around the world with a safe, reliable and effective tool to
identify which patients are or are not in danger of losing
significant kidney function and falling into kidney failure and may
require long-term dialysis or kidney transplant. Chronic kidney
disease is one of the largest urgent medical needs, globally
affecting an estimated 850 million people, and is responsible for
an unsustainable and growing societal cost burden.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated Sept. 28, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations, expects
to incur additional losses and require substantial additional
capital to fund its operations, and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
Renalytix said in its Quarterly Report on Form 10-Q for the period
ended March 31, 2024, that, "As a result of its losses and
projected cash needs, substantial doubt exists about the Company's
ability to continue as a going concern. Substantial additional
capital will be necessary to fund the Company's operations, expand
its commercial activities and develop other potential diagnostic
related products. The Company is seeking additional funding
through public or private equity offerings, debt financings, other
collaborations, strategic alliances and licensing arrangements.
The Company may not be able to obtain financing on acceptable
terms, or at all, and the Company may not be able to enter into
strategic alliances or other arrangements on favorable terms, or at
all. The terms of any financing may adversely affect the holdings
or the rights of the Company's shareholders. If the Company is
unable to obtain funding, the Company may not be able to meet its
obligations and could be required to delay, curtail or discontinue
research and development programs, product portfolio expansion or
commercialization efforts, which could adversely affect its
business prospects."
RIBBON COMMUNICATIONS: Closes New $385M Sr. Secured Credit Facility
-------------------------------------------------------------------
Ribbon Communications Inc. announced on June 24, 2024, that it has
completed the previously announced $385 million senior secured
credit facility comprised of a $350 million term loan and a $35
million revolving credit facility. Proceeds from the term loan
under the 2024 Credit Facility will be used to refinance the prior
credit facility, redeem in full Ribbon's outstanding Series A
Preferred Stock and pay fees, costs and expenses related to the
2024 Credit Facility. Excess proceeds from the term loan will be
used for working capital and other general corporate purposes.
Loans under the 2024 Credit Facility will mature on June 21, 2029.
The loans will initially bear interest at a rate per annum equal to
SOFR plus 6.25%. After Ribbon delivers the financial statements for
the fiscal year ended December 31, 2024 pursuant to the 2024 Credit
Facility, the interest rate will be SOFR plus a margin of 5.75% to
6.25% depending on the Company's consolidated net leverage. At the
Company's option, interest may be calculated using an alternative
base rate plus a margin ranging from 4.75% to 5.25%. Outstanding
amounts under the 2024 Credit Facility are secured by substantially
all of the assets of Ribbon, and certain of the Ribbon's
subsidiaries.
HPS Investment Partners, LLC will serve as Administrative Agent
under the 2024 Credit Facility and HPS Investment Partners, LLC and
WhiteHorse Capital served as joint lead arrangers and bookrunners.
"We are pleased to complete this important milestone for the
Company that provides us with the right capital structure as we
look to continue to profitably grow the business" said Mick Lopez,
Chief Financial Officer of Ribbon Communications. "We believe that
HPS and WhiteHorse Capital will be excellent financial partners due
to their strategic perspective and financial strength. With them,
we believe our capital structure will have the flexibility to
address our future growth opportunities."
In connection with the closing of the 2024 Credit Facility, the
Company also issued a notice of redemption in full of its Series A
Preferred Stock.
About Ribbon Communications
Ribbon Communications Inc. is a global provider of communications
technology to service providers and enterprises. The Company
provides a broad range of software and high-performance hardware
products, network solutions, and services that enable the secure
delivery of data and voice communications, and high-bandwidth
networking and connectivity for residential consumers and for
small, medium, and large enterprises and industry verticals such as
finance, education, government, utilities, and transportation. Its
mission is to create a recognized global technology leader
providing cloud-centric solutions that enable the secure exchange
of information, with unparalleled scale, performance and
elasticity. The Company is headquartered in Plano, Texas, and has
a global presence with research and development or sales and
support locations in over 30 countries around the world.
Ribbon Communications reported a net loss of $66.21 million in
2023, a net loss of $98.08 million in 2022, and a net loss of
$177.19 million in 2021.
The Company's 2020 Credit Facility requires quarterly payments of
$10.0 million each in the second, third and fourth quarters of
2024, with the remaining balance of $200.4 million due on March 3,
2025. The Company does not have sufficient cash on hand or
available liquidity to repay the $200.4 million due on March 3,
2025. In response to these conditions, management's plans include
refinancing the 2020 Credit Facility. The Company has entered into
a binding commitment letter to refinance the 2020 Credit Facility.
The refinance contemplated by the binding commitment letter is
expected to close no later than June 30, 2024, according to the
Company's Quarterly Report for the period ended March 31, 2024.
RIBBON COMMUNICATIONS: Moody's Withdraws 'B2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Ratings has withdrawn all assigned ratings to Ribbon
Communications Inc. (Ribbon), including its B2 corporate family
rating, B2-PD probability of default rating and SGL-2 speculative
grade liquidity rating (SGL). The B2 backed senior secured first
lien bank credit facilities rating issued under Ribbon
Communications Operating Company, Inc. were also withdrawn because
the company completed its proposed debt issuance in the private
credit market. The stable outlook for both entities were also
withdrawn.
RATINGS RATIONALE
Formed in 2017 and domiciled in Plano, Texas, Ribbon Communications
Inc. (NASDAQ: RBBN) is a global provider of communications
technology to service providers and enterprises through its Cloud &
Edge and IP Optical Networks segments. The company generated $820
million of revenue for the LTM period ended March 31, 2024.
RIC(LAVERNIA): Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RIC (Lavernia) LLC
162 Cumberland Street, Suite 300
Toronto, ON M5R 3N5
Canada
Business Description: RIC (Lavernia) is engaged in activities
related to real estate.
Chapter 11 Petition Date: June 27, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-51195
Judge: Hon. Michael M Parker
Debtor's
Lead Counsel: Kyle S. Hirsch, Esq.
BRYAN CAVE LEIGHTON PAISNER LLP
Dallas Arts Tower
2200 Ross Avenue, Suite 4200W
Dallas, TX 75201
Tel: (214) 721-8000
Fax: (214) 721-8100
Email: kyle.hirsch@bclplaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Mary Gianfriddo as authorized
representative.
The Debtor stated in the petition it has no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BXLEYAA/RIC_Lavernia_LLC__txwbke-24-51195__0001.0.pdf?mcid=tGE4TAMA
RIOT PLATFORMS: Calls Special Meeting of Bitfarms Shareholders
--------------------------------------------------------------
Riot Platforms, Inc. issued a press release on June 24, 2024, that
it has requisitioned a special meeting of Bitfarms Ltd.
shareholders to reconstitute the Bitfarms Board of Directors. Riot
currently owns approximately 14.9% of Bitfarms, making it Bitfarms'
largest shareholder.
Below is a full-text copy of the press release:
"The Special Meeting will give Bitfarms shareholders the
opportunity to vote on the removal of Bitfarms Chairman and Interim
CEO Nicolas Bonta and director Andres Finkielsztain (or their
replacements), and any individual who fills the current vacancy
created by the resignation of co-founder Emiliano Grodzki, who was
voted off the Bitfarms Board at the Company's most recent Annual
General and Special Meeting of Shareholders. Riot believes that
Messrs. Bonta and Finkielsztain bear direct responsibility for the
Bitfarms Board's poor corporate governance practices and consistent
inability to realize Bitfarms' full potential. Riot will also seek
to remove any additional director appointed by the Bitfarms Board
after the date of this press release.
"To replace these individuals, Riot has nominated three exceptional
candidates: John Delaney, Amy Freedman and Ralph Goehring. Each of
the Nominees is independent of Riot and Bitfarms and is ideally
qualified to help restore shareholders' confidence in the Bitfarms
Board. Together, the Nominees will bring needed independence and
corporate governance credentials to the Bitfarms Board, as well as
relevant experience overseeing significant corporate transactions
and serving in executive management and public company director
roles.
"The bottom line is this: over the course of more than a year of
attempting to engage constructively with the Bitfarms Board
regarding a potential combination of Bitfarms and Riot, it has
become evident to Riot that good faith negotiations simply will not
be possible until there is real change in the Bitfarms boardroom.
The culture of the current Bitfarms Board is founder-driven, and
Riot believes it prioritizes the interests of individual directors
over what is best for Bitfarms and its shareholders. The strategic
review initiated by the Bitfarms Board was a reaction to the public
pressure Riot has placed on the Bitfarms Board and does not address
the core issue: until Bitfarms shareholders can truly have their
voices heard and fresh perspectives are considered, the fundamental
and deep-seated problems that have plagued the Company will
continue.
"Why Board Change Is Needed Now at Bitfarms
Shareholders should consider the following:
* Bitfarms once again botched its CEO succession process -
Bitfarms announced in March that it planned to seek a replacement
for its CEO and President at the time, Geoffrey Morphy, but that he
would lead Bitfarms until a replacement could be identified. Then,
on May 13, Bitfarms abruptly announced Mr. Morphy had been
terminated immediately after he filed a $27 million lawsuit against
Bitfarms. The sudden termination of the Bitfarms CEO without a
transition plan in place at a crucial period of execution for
Bitfarms and the industry, as well as the lawsuit allegations -
which, if accurate, raise serious questions about whether certain
directors are committed to acting in the best interests of all
Bitfarms shareholders - represent a dangerous failure of leadership
by the current Bitfarms Board.
This was not an isolated occurrence: Mr. Morphy was the fourth
Bitfarms CEO in five years. The ability to effectively identify,
recruit and oversee a CEO is a fundamental duty of a board, and is
essential to a well-functioning company's performance. The
persistent and inarguable inability of the Bitfarms Board to
adequately manage CEO succession is a clear indication that change
is needed, and, as longtime directors, Messrs. Bonta and
Finkielsztain bear direct responsibility.
* Bitfarms' Board has been unwilling to engage constructively
with Riot - Following approximately 13 months of attempting to
meaningfully engage with Bitfarms regarding a potential combination
of Bitfarms and Riot, Riot delivered a private acquisition proposal
to the Bitfarms Board on April 22, 2024. After providing no
constructive response, despite repeated follow up by Riot, the
Bitfarms Board demanded that Riot sign a confidentiality agreement
that included an excessive and off-market standstill of more than
three years and, soon after, advised that the offer was too low,
without any guidance as to what terms it would consider acceptable,
or any other commentary.
"Since then, Riot has made multiple attempts to work constructively
with Bitfarms toward a mutually beneficial combination - including
sending several private letters to the Bitfarms Board proposing
paths forward. Instead of engaging in good faith, Bitfarms has
responded by implementing a shareholder rights plan - or "poison
pill" - with a 15% trigger that is well below the customary 20%
threshold. The 15% trigger is in direct conflict with established
legal and governance standards, including those published by
leading proxy advisory firms Institutional Shareholder Services
Inc. and Glass, Lewis & Co. Bitfarms' poison pill sets a dangerous
precedent for Canadian boards seeking to protect their positions at
the expense of shareholders, and Riot will be applying to the
Ontario Capital Markets Tribunal to cease-trade the poison pill.
"Bitfarms has also made unwarranted and highly negative attacks
against Riot and sought to falsely call into question Riot's
intentions and objectives. Even after the adoption of the
off-market poison pill, Riot offered the Bitfarms Board an
opportunity to avoid the Special Meeting by jointly refreshing the
Bitfarms Board. Bitfarms rejected this olive branch. This pattern
of behavior reinforces the entrenched mentality of the current
Bitfarms Board and its unwillingness to act in the best interests
of all Bitfarms shareholders.
* Bitfarms shareholders have lost confidence in their Board - At
Bitfarms' Annual General and Special Meeting of Shareholders held
on May 31, 2024, Bitfarms shareholders voted by a significant
margin not to re-elect director and co-founder Emiliano Grodzki to
the Bitfarms Board. Further, since Riot made its proposal public
on May 28, Riot has been contacted by numerous Bitfarms
shareholders who have conveyed support for fully exploring a
combination between Riot and Bitfarms. These shareholders have
also expressed a lack of confidence in the ability of the current
Bitfarms Board to properly oversee a strategic alternatives
process, successfully set and guide Bitfarms' priorities moving
forward and, ultimately, act in the best interests of Bitfarms and
all of its shareholders.
"Riot is asking that Bitfarms let the views of its shareholders be
heard. Based on the response to Riot's public statements on
Bitfarms, Riot is confident it is not alone in believing that
Bitfarms' corporate governance is broken, and that the status quo
cannot be allowed to continue.
Riot's Director Nominees Are Independent, Highly Qualified and
Ready to Serve
"It is clear that directors with fresh perspectives are needed to
address the issues in the Bitfarms boardroom. Riot is proposing
three highly qualified individuals, each of whom is completely
independent of Riot and Bitfarms. None of these nominees is
receiving any compensation or other financial benefit from Riot or
any of Riot's advisors, either directly or indirectly, related to
Riot's requisition of the Special Meeting or in connection with
serving as a nominee or director of Bitfarms. Together, they will
bring much needed corporate governance oversight, transaction
experience and business expertise to the Bitfarms Board:
* John Delaney, a government and public affairs expert with
experience in the public and private sectors who currently serves
as President of Flagler College, Of Counsel at government relations
firm The Fiorentino Group and Of Counsel at law firm Rogers Towers
P.A. Previously, he served in numerous political roles, including
as the Mayor of Jacksonville - the 12th largest city by population
in the United States. John currently serves as a director on the
board of privately-held Main Street America Insurance (formerly The
Main Street America Group), and previously was on the boards of
Jacksonville Bancorp, Inc. (formerly Nasdaq: JAXB) and Florida Rock
Industries, Inc. (formerly NYSE: FRK) – both of which were
successfully acquired. John will bring decades of public policy and
government relations knowledge, which is critical to the Bitcoin
mining industry going forward, as well as crucial hands-on
experience overseeing successful sale processes as a public company
director.
* Amy Freedman, a corporate governance and public capital markets
expert with over 25 years of experience. She is currently an
advisor to Ewing Morris and Co. Investment Partners and to Longacre
Square Partners. Prior to serving as an advisor to Ewing Morris,
Ms. Freedman was a Partner and Head of Engagement Fund Investing at
Ewing Morris. Previously, she was CEO of Kingsdale Advisors, a
leading shareholder services and advisory firm, and spent over 15
years in capital markets as an investment banker with global firms
including Stifel Financial Corp. (NYSE: SF) and Morgan Stanley
(NYSE: MS). Ms. Freedman is currently a director on the boards of
Mandalay Resources Corporation (TSX: MND, OTCQB: MNDJF), Irish
Residential Properties REIT plc (ISE: IRES) and American Hotel
Income Properties REIT (TSX: HOT.UN, HOT.U). Ms. Freedman is also
currently a director of Canaccord Genuity (TSX: CF), but her tenure
on the board of Canaccord Genuity will end on August 9, 2024, as
she is not standing for re-election. She formerly served on the
board of Park Lawn Corporation (TSX: PLC, PLC.U). Amy will bring
decades of experience helping boards improve corporate governance
and evaluate complex M&A transactions and possesses a unique
perspective from having served as both a public company advisor and
director.
* Ralph Goehring, a financial and energy expert with extensive
experience serving as a public company CFO. Ralph is currently a
Business Consultant to Global Clean Energy Holdings, Inc. (OTCQB:
GCEH), where he previously served as CFO, and is also the founder
and CEO of SandDollar Financial, LLC, an accounting firm that
provides outsourced accounting and CFO services. Formerly, he was
the CFO of both Bonanza Creek Energy, Inc. and Berry Petroleum
Company. Ralph is currently President and CEO, and a board member,
of privately-held Black Horse Resources, and previously served on
the board of Strathmore Minerals Corp. (formerly TSX: STM), which
was successfully sold. Ralph will bring relevant energy industry
and executive leadership experience, as well as extensive public
company financial, accounting and tax expertise - which is integral
to any potential M&A process.
"Together, these three individuals possess the right
fit-for-purpose skillsets and experience to be able to objectively
help oversee the strategic alternatives process at Bitfarms - as
well as to help guide Bitfarms forward if the Bitfarms Board
ultimately determines that is the optimal direction for all
Bitfarms shareholders.
Next Steps
"The Bitfarms Board should demonstrate respect for the rights of
its shareholders by holding the Special Meeting without delay. Any
gamesmanship or tactics to avoid calling the Special Meeting as
soon as possible will only be further evidence of entrenchment and
a disregard for the will of Bitfarms' shareholders.
"Riot continues to believe that a combination of Bitfarms and Riot
will create the premier and largest publicly listed Bitcoin miner
globally, with geographically diversified operations
well-positioned for long-term growth. Riot remains completely
committed to pursuing a transaction with Bitfarms. However, it is
clear that engaging with the incumbent Bitfarms Board on a
potential combination is just not possible. As a result, Riot has
informed the Bitfarms Board that it has formally withdrawn its
previous proposal to acquire all Bitfarms common shares at a price
of US$2.30 per share and stands ready to engage and negotiate with
a reconstituted Bitfarms Board to pursue a mutually beneficial
combination of Bitfarms and Riot."
Canadian Early Warning Disclosure
Riot includes the following disclosure pursuant to Part 3 of
Canadian National Instrument 62-103 - The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues and Part 5 of
Canadian National Instrument 62-104 - Take-Over Bids and Issuer
Bids in respect of Bitfarms.
Riot's early warning report dated June 13, 2024 disclosed that Riot
beneficially owned 57,627,036 common shares in Bitfarms,
representing approximately 14.0% of the issued and outstanding
Common Shares as of June 13, 2024 (as calculated based on the
information most recently provided by Bitfarms in its material
change report dated June 10, 2024). As of June 24, 2024, Riot
beneficially owns 61,331,631 Common Shares, representing
approximately 14.9% of the issued and outstanding Common Shares (as
calculated based on the information most recently provided by
Bitfarms in its material change report dated June 10, 2024).
Riot intends to review its investment in Bitfarms on a continuing
basis and depending upon various factors, including without
limitation, any discussion between Riot, Bitfarms and/or the
Bitfarms Board and its advisors regarding, among other things, the
requisitioned Special Meeting and/or the composition of the
Bitfarms Board, Bitfarms' financial position and strategic
direction, overall market conditions, other investment
opportunities available to Riot, and the availability of securities
of Bitfarms at prices that would make the purchase or sale of such
securities desirable, Riot may (i) increase or decrease its
position in Bitfarms through, among other things, the purchase or
sale of securities of Bitfarms, including through transactions
involving the Common Shares and/or other equity, debt, notes, other
securities, or derivative or other instruments that are based upon
or relate to the value of securities of Bitfarms in the open market
or otherwise, (ii) enter into transactions that increase or hedge
its economic exposure to the Common Shares without affecting its
beneficial ownership of the Common Shares or (iii) consider or
propose one or more of the actions described in subparagraphs (a) -
(k) of Item 5 of Riot's early warning report filed on June 24, 2024
in accordance with applicable Canadian securities laws, including
submitting a revised proposal to acquire Bitfarms.
Riot will file the early warning report in accordance with
applicable securities laws, which will be available under the
Company's profile at www.sedarplus.ca.
About Riot Platforms
Headquartered in Castle Rock, Colorado, Riot Platforms Inc. --
www.riotplatforms.com -- is a vertically integrated Bitcoin mining
company principally engaged in enhancing its capabilities to mine
Bitcoin in support of the Bitcoin blockchain. The Company also
provides comprehensive and critical infrastructure for
institutional-scale Bitcoin mining at its large-scale Bitcoin
mining facilities in Rockdale, Texas and Navarro County, Texas.
The Company's Rockdale Facility is believed to be the largest
single Bitcoin mining facility in North America, as measured by
developed capacity, and the Company is currently evaluating further
growing its capacity. Additionally, the Company is developing the
Corsicana Facility, its second large-scale Bitcoin mining facility,
which, upon completion, is expected to have approximately one
gigawatt of Bitcoin mining capacity.
Riot Platforms reported a net loss of $49.47 million in 2023, a net
loss of $509.55 million in 2022, a net loss of $15.44 million in
2021 (as restated), a net loss of $14.11 million in 2020 (as
restated), a net loss of $20.30 million in 2019, and a net loss of
$60.21 million in 2018.
RIOT PLATFORMS: Revises Executives' Severance Agreement Terms
-------------------------------------------------------------
Riot Platforms, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 18, 2024, that effective
June 12, 2024, the Board of Directors of the Company, upon
recommendation of the Compensation Committee and its advisors,
authorized and approved amendments to the executive employment
agreements of the following executive officers of the Company: Mr.
Benjamin Yi, executive chairman; Mr. Jason Les, chief executive
officer; Mr. Colin Yee, executive vice president and chief
financial officer; Mr. Jason Chung, executive vice president and
Head of Corporate Development; and Mr. William Jackman, executive
vice president and general counsel. Such amendments solely revise
the severance benefits that would be afforded to such Covered
Officers in the event of a qualifying separation from service from
the Company, subject and pursuant to such Covered Officer's
execution and delivery of a separation and release agreement in
form reasonably satisfactory to the Company. Under such
amendments, the severance benefits to be afforded to the Covered
Officers vary depending on the reason for such Covered Officer's
separation from service from the Company, as follows:
Termination for Cause: No severance benefits shall be paid to the
Covered Officers if their employment with the Company is terminated
for "Cause" (as defined under the Company's form of Executive
Employment Agreement, adopted as of Sept. 27, 2022, and filed as
Exhibit 10.3 to the Company's Current Report on Form 8-K filed with
the SEC on Oct. 3, 2022).
Termination without Good Reason (without Notice): No severance
benefits shall be paid Covered Officers if their employment with
the Company is terminated by the Covered Officer, without "Good
Reason" (as defined under the Company's form executive employment
agreement) and without giving appropriate notice to the Company of
such resignation.
Termination without Good Reason (with Notice). If Covered
Officer's employment with the Company is terminated by the Covered
Officer without Good Reason and with appropriate notice, the
following severance benefits would be due under a Severance
Agreement with such Covered Officer: (a) one month's base salary;
and (b) the Annual Incentive Bonus such executive would have
received for the year of the termination, based on achievement of
25% of performance targets for such Covered Officer in the year of
termination, pro-rated through the termination date.
Non-Renewal of Employment Term. If the Company chooses not to
renew the Covered Officer's employment following the expiration of
the then-current employment term (as defined under the Covered
Officer's employment agreement), the following severance benefits
would be due under a Severance Agreement with such Covered Officer:
(a) three months' base salary; and (b) the Annual Incentive Bonus
such executive would have received for the year of the termination,
based on achievement of 25% of performance targets for such Covered
Officer in the year of termination, pro-rated through the
termination date.
Termination without Cause; Termination for Good Reason. If the
Covered Officer's employment with the Company is terminated by the
Company without Cause, or by the Covered Officer for Good Reason,
the following severance benefits would be due under a Severance
Agreement with such Covered Officer: (a) the lesser of (i) 12
months' base salary and (ii) the balance of the base salary
payments the Covered Officer would have received through the end of
the Employment Term, but for the termination; (b) the Annual
Incentive Bonus such Covered Officer would have received for the
year of the termination, based on achievement of 100% of
performance targets for such Covered Officer in the year of
termination, pro-rated through the termination date; (c)
acceleration of the vesting of 100% of all outstanding
service-based equity awards that would have vested within 12 months
of the termination date, but for the termination; and (d)
continuation of the vesting of all outstanding performance-based
equity awards through the end of the applicable performance period
for such awards, as if the Covered Officer's employment with the
Company had not been terminated.
Termination due to a Change-in-Control. If the Covered Officer's
employment with the Company is terminated, other than for Cause,
within six months of a qualifying "Change-in-Control" (as defined
under the Company's form of executive employment agreement), the
following severance benefits would be due under a Severance
Agreement with such Covered Officer: (a) the greater of (i) 12
months' base salary and (ii) the balance of the base salary
payments the Covered Officer would have received through the end of
the Covered Officer's then-current employment term, but for the
termination; (b) the Annual Incentive Bonus such Covered Officer
would have received for the year of the termination, based on
achievement of 100% of performance targets for such Covered Officer
in the year of termination (with no proration); (c) acceleration of
the vesting of 100% of all outstanding service-based equity awards
which remained unvested as of the termination date; and (d)
acceleration of the vesting all outstanding performance-based
equity awards which remained unvested as of the termination date,
based on achievement of the maximum performance objectives for such
performance awards.
Death or Disability. If the Covered Officer's employment with the
Company ends as a result of the executive officer's death or
disability, the following severance benefits: (a) six months' base
salary; (b) the Annual Incentive Bonus such executive would have
received for the year of the termination, based on achievement of
50% of performance targets for such executive in the year of
termination, pro-rated through the termination date; (c)
acceleration of the vesting of 50% of all service-based equity
awards that would have vested within 12 months of the termination
date, but for the termination; and (d) continuation of the vesting
of all performance-based equity awards through the end of the
applicable performance period for such awards, as if the Covered
Officer's employment had not been terminated.
Unless the Covered Officer enters into a Severance Agreement in
form reasonably satisfactory to the Company, and except as stated
above, all outstanding equity awards granted under the 2019 Equity
Plan which remained unvested as of the date the Covered Officer's
employment and service with the Company is terminated would be
automatically forfeited and returned to the Company, without
compensation, as of the termination date.
Accordingly, as authorized and directed by the Board and the
Compensation Committee, the Company will enter into amendments to
the executive employment agreements currently in place with the
Covered Officers, effective as of June 12, 2024. Except as
disclosed by the Company, these amendments will not affect the
employment terms, compensation arrangements, or other rights of the
Covered Officers, as previously disclosed by the Company.
Form of Indemnification Agreement
On June 12, 2024, the Compensation Committee adopted the new form
of indemnification agreement and the Board, upon the Compensation
Committee's recommendation, authorized and directed the Company to
enter into Indemnification Agreements with each of the Company's
officers and directors, as appropriate. The Compensation Committee
determined that the directors' and officers' liability insurance
coverage presently available to the Company may be inadequate to
cover all possible exposures for which the Company's directors and
officers may require indemnification, due to changes in applicable
Nevada law. The Compensation Committee believes that such
indemnification is necessary to recruit and retain the talented
directors and officers it needs to execute its strategic
objectives, and, therefore, that the interests of the Company and
its stockholders would best be served by ensuring that its
directors and officers are given adequate assurances regarding
indemnification. Accordingly, the Compensation Committee adopted
the new form of Indemnification Agreement and established a new
standard practice of entering into an Indemnification Agreement
with each applicable director and officer of the Company,
consistent with Company policies and industry practices.
Pursuant to such Indemnification Agreements, the Company would, to
the fullest extent permitted by applicable law and Company
policies, indemnify the applicable director or officer for costs
and liability incurred by such director or officer in his or her
defense of any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative proceeding brought against such director or officer
(other than an action, suit, or proceeding by, in the name or on
behalf of, or in right of, the Company or any Subsidiary). Any
such indemnification shall continue beyond the termination of the
applicable director's or officer's employment with the Company.
About Riot Platforms
Headquartered in Castle Rock, Colorado, Riot Platforms Inc. --
www.riotplatforms.com -- is a vertically integrated Bitcoin mining
company principally engaged in enhancing its capabilities to mine
Bitcoin in support of the Bitcoin blockchain. The Company also
provides comprehensive and critical infrastructure for
institutional-scale Bitcoin mining at its large-scale Bitcoin
mining facilities in Rockdale, Texas and Navarro County, Texas.
The Company's Rockdale Facility is believed to be the largest
single Bitcoin mining facility in North America, as measured by
developed capacity, and the Company is currently evaluating further
growing its capacity. Additionally, the Company is developing the
Corsicana Facility, its second large-scale Bitcoin mining facility,
which, upon completion, is expected to have approximately one
gigawatt of Bitcoin mining capacity.
Riot Platforms reported a net loss of $49.47 million in 2023, a net
loss of $509.55 million in 2022, a net loss of $15.44 million in
2021 (as restated), a net loss of $14.11 million in 2020 (as
restated), a net loss of $20.30 million in 2019, and a net loss of
$60.21 million in 2018.
RIVERBED TECHNOLOGY: DoubleLine ISF Marks $1.3MM Loan at 35% Off
----------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,304,370 loan
extended to Riverbed Technology, Inc.to market at $854,362 or 65%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine ISF's Amended Form N-CSR for the
six-month period ended March 31, filed with the U.S. Securities and
Exchange Commission.
DoubleLine ISFis a participant in a Senior Secured First Lien Term
Loan to Riverbed Technology, Inc. The loan accrues interest at a
rate of 9.81% (CME Term SOFR 1 Month + 2.50%) 2.00% PIK per annum.
The loan matures on July 3, 2028.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Riverbed Technology, Inc. provides application performance
monitoring, cloud migration, network performance monitoring, and
security solutions. Riverbed Technology serves customers globally.
RIVERBED TECHNOLOGY: DoubleLine YOF Marks $482,196 Loan at 35% Off
------------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $482,196 loan
extended to Riverbed Technology, Inc to market at $315,838 or 65%
of the outstanding amount, as of March 31, 2024, according to a
disclosure contained in DoubleLine YOF's Amended Form N-CSR for the
six-month period ended March 31, filed with the U.S. Securities and
Exchange Commission.
DoubleLine YOF is a participant in a Senior Secured FirstLien Term
Loan to Riverbed Technology, Inc. The loan accrues interest at a
rate of 10.81% (3 Month US Secured Overnight Financing Rate +
2.50%, 1% Floor) 2% Payment In Kind per annum. The loan matures on
July 3, 2028.
DoubleLine YOF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine YOF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
C/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Riverbed Technology, Inc. provides application performance
monitoring, cloud migration, network performance monitoring, and
security solutions. Riverbed Technology serves customers globally.
SAMSONITE INTERNATIONAL: Moody's Alters Outlook on Ba2 CFR to Pos.
------------------------------------------------------------------
Moody's Ratings affirmed Samsonite International S.A.'s
("Samsonite") Ba2 Corporate Family Rating and Ba2-PD Probability of
Default Rating. Moody's also affirmed the Ba1 rating on Samsonite's
senior secured first lien revolving credit facility, the Ba1 rating
on Samsonite IP Holdings S.ar.l's senior secured first lien term
loan credit facility ratings, and the B1 rating on Samsonite Finco
S.ar.l's backed senior unsecured bonds. Samsonite's SGL-1
speculative grade liquidity rating is unchanged. The rating outlook
was changed to positive from stable for all issuers.
The change in outlook to positive reflects Moody's view that
Samsonite's strong operating performance, strong free cash flow,
and debt repayment positions the company to operate the business
with lower leverage through cycles. Demand for travel and travel
related products remains strong because consumers continue to
prioritize travel despite challenging economic conditions that are
pressuring household incomes as well as tighter credit conditions
and increasing travel costs. Reductions to the cost structure as
well as moderating raw material and transportation costs are also
supporting EBITDA margin improvement. Moody's anticipate that
debt-to-EBITDA will decline to roughly 2.6x by year-end 2025 as the
EBITDA margin improves (2.8x; Moody's Adjusted for the twelve
months ended March 31, 2024) and could fall to around 2.0x subject
to the level of debt repayment. Very good liquidity and strong free
cash flow of roughly $200 million, following the recent resumption
of cash distributions to shareholders, provide considerable
financial flexibility which Moody's regard as crucial for
navigating cyclical end-markets. The company will be better
equipped to withstand economic downturns if it continues to repay
debt. Historically, Samsonite has managed towards a 2.0x net
leverage target (based on the company's calculation; 1.48x as of
March 31, 2024). The company has been operating below its leverage
target although Moody's see risk of leverage increasing above this
level longer-term, potentially due to acquisitions.
Moody's nevertheless affirmed the existing ratings because
Samsonite's business in the highly discretionary and cyclical
travel end-markets introduces volatility to earnings and leverage.
There is also uncertainty whether recent improvement to the EBITDA
margin from cost reduction initiatives is sustainable now that the
company has returned its focus to growth and consumers are cautious
with discretionary spending. In addition, Samsonite's acquisition
activity poses a risk. The company has not completed a meaningful
acquisition since the purchase of Tumi in 2016 but has a history of
periodic acquisitions with most being modestly sized and funded
from existing cash. Nevertheless, a significant acquisition would
likely increase leverage. The long-term capital structure remains
unclear as the company seeks a dual listing in an additional
market. The company recently implemented a one year $200 million
share repurchase program which Moody's assume is to help reduce
dilution from any issuance but could impact the amount of debt the
company repays.
RATINGS RATIONALE
Samsonite International S.A.'s Ba2 CFR reflects the company's
market leading position in luggage, brand strength and geographic
diversification. Samsonite's operating performance as well as
global travel demand have recovered above pre-pandemic levels. The
company's focus on reducing fixed costs including streamlining the
retail store base to lower lease expense has helped strengthen
adjusted EBITDA margin compared to historical levels. But Moody's
expect the EBITDA margin to modestly weaken over the next 12-18
months as the company is focused on growth and retail expansion and
is increasing its marketing spend. Nonetheless, Moody's expect
earnings growth will support gross debt-to-EBITDA improvement to
2.6x by year-end 2025 (Moody's adjusted) from 2.8x as of March 31,
2024, and potentially as low as 2.0x depending on the level of debt
repayment.
Samsonite's products are discretionary and sensitive to declines in
the economic cycle as consumers reduce spending when household
income falls. Samsonite's focus on maintaining ample liquidity to
navigate market slowdowns supports the credit profile though it
does not mitigate earnings and leverage volatility. Financial
policy is supportive of maintaining sufficient liquidity to manage
through cycles as evidenced by the company suspending its cash
distribution to shareholders during the pandemic and the company's
2.0x net leverage target (based on the company's calculation; 1.48x
as of March 31, 2024). Samsonite has been operating below its
leverage target, creating some risk that leverage will increase
over the longer term despite the company's current focus on
deleveraging. Moody's expect leverage to increase above the target
level following a large acquisition with the company subsequently
focused on reducing leverage. Moody's expect solid free cash flow
(after cash distributions to shareholders and treating lease
principal payments as an outflow reclassified to capital
expenditures from the IFRS presentation in financing) at around
$200 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The positive outlook reflects Moody's expectation that Samsonite's
operating performance and strong free cash flow will support
continued deleveraging and debt repayment and position the company
to operate with less leverage through cycles. Moody's expect
continued growth in travel as consumers continue to prioritize
spending on experiences. The positive outlook also reflects the
company's very good liquidity and at least $190 million of free
cash flow after cash distributions to shareholders that will be
reinstated in 2024.
Ratings may be upgraded if the travel sector returns to a period of
long-term stability. An upgrade would also require a stable EBITDA
margin, strong and consistent free cash flow, debt/EBITDA below
3.0x and very good liquidity. Greater clarity that the company can
withstand downturns in the travel cycle without material
deterioration in revenue, EBITDA margin, and leverage is also
necessary for an upgrade.
Ratings may be downgraded if there is a material decline in
profitability or operating performance such that free cash flow
falls below $80 million on a sustained basis as a result of factors
such as lower discretionary consumer spending, rising costs or
increased competition. The rating may also be downgraded if there
is a deterioration in liquidity or debt/EBITDA is sustained above
4.0x.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
Samsonite International S.A.'s Credit Impact Score (CIS-3)
indicates that ESG considerations have a limited impact on the
current credit rating with potential for greater impact over time.
As with most consumer durables companies, Samsonite faces
environmental risks related to carbon transition, waste and
pollution, and natural capital reliance mostly through the use of
energy and raw materials in the production process and due to
capital needs related to the disposal of its end products. The
company is also exposed to social risks related to health and
safety and responsible production. The company's governance
practices reflect periodic use of debt for investments and
acquisitions that can elevate leverage, and shareholder
distributions that consumes cash that could otherwise be used to
manage the cyclical business, partially balanced by a low 2.0x net
debt-to-EBITDA leverage target (based on the company's calculation)
and conservative liquidity practices.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Samsonite is a designer, manufacturer and distributor of luggage,
travel accessories and bags worldwide. Samsonite offers luggage,
business, computer, outdoor and casual bags and travel accessories.
Major brands include Samsonite, American Tourister and Tumi.
Consolidated net sales for the twelve months ended March 31, 2024,
were $3.7 billion. Before the negative impact of the pandemic, the
company had sales of $3.6 billion for the year-ended December 31,
2019. Samsonite is a widely held public company with listing in
Hong Kong.
SANHICAN TRENTON: Case Summary & 13 Unsecured Creditors
-------------------------------------------------------
Debtor: Sanhican Trenton Proud LLC
9 & 11 Sanhican Avenue
Trenton, NJ 08618
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-16223
Debtor's Counsel: Douglas J. McGill, Esq.
WEBBER MCGILL LLC
100 E. Hanover Avenue
Suite 401
Cedar Knolls, NJ 07927
Tel: (973) 739-9559
Fax: (973) 739-9575
Email: dmcgill@webbermcgill.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas J. Caleca, on behalf of Managing
Member PLA 8 Trenton Proud LLC.
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/RAJX3MQ/Sanhican_Trenton_Proud_LLC__njbke-24-16223__0001.0.pdf?mcid=tGE4TAMA
SANUWAVE HEALTH: Closes $1.8 Million Private Placement
------------------------------------------------------
Sanuwave Health, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission on June 21, 2024, that on June
18, 2024, it closed a private placement with the issuance of
promissory notes and warrants to purchase shares of the Company's
common stock. The Company received total proceeds of $1.8 million,
consisting of $1.3 million from the Private Placement and $0.5
million from the issuance of the Promissory Note.
On June 18, 2024, Sanuwave entered into a Securities Purchase
Agreement with certain purchasers for the sale by the Company in a
private placement of (i) the Company's future advance convertible
promissory notes in an aggregate principal amount of $1.3 million,
(ii) warrants to purchase an additional 32.5 million shares of
common stock of the Company with an exercise price of $0.067 per
share (the "First Warrants") and (iii) warrants to purchase an
additional 32.5 million shares of common stock of the Company with
an exercise price of $0.04 per share (the "Second Warrants"). The
exercise price of the Warrants is subject to adjustment, including
if the Company issues or sells shares of common stock or Share
Equivalents (as defined in the Warrants) for an effective
consideration price less than the exercise price of the Warrants or
if the Company lists its shares of common stock on the Nasdaq
Capital Market and the average volume weighted average price of
such common stock for the five trading days preceding such listing
is less than $0.04 per share; provided, however, that the exercise
price of the Warrants shall never be less than $0.01 per share.
The Warrants have a five-year term.
Notes
On June 18, 2024, the Company issued Notes to the Purchasers in an
aggregate principal amount of $1.3 million. Pursuant to the Notes,
the Company promised to pay each Purchaser, its designee or
registered assigns in cash and/or in shares of common stock, at a
conversion price of $0.04, the principal amount (subject to
reduction pursuant to the terms of the Note) as may be advanced in
disbursements, and to pay interest at a rate of 15% per annum on
any outstanding Principal at the applicable Interest rate from the
date of the Notes until the Notes are accelerated, converted,
redeemed or otherwise. The Conversion Price of the Notes is
subject to adjustment, including if the Company issues or sells
shares of common stock for a price per share less than the
Conversion Price of the Notes or if the Company lists its shares of
common stock on the Nasdaq Capital Market and the average volume
weighted average price of such common stock for the five trading
days preceding such listing is less than $0.04 per share; provided,
however, that the Conversion Price shall never by less than $0.01.
In connection with the Private Placement, on June 18, 2024, the
Company entered into a security agreement in favor of each
Purchaser to secure the Company's obligations under the Notes.
The rights of each Purchaser to receive payments under its Notes
are subordinate to the rights of NH Expansion Credit Fund Holdings
LP pursuant to a subordination agreement, which the Company and the
Purchasers entered into with North Haven Expansion on June 18,
2024, in connection with the Private Placement.
Registration Rights Agreement
In connection with the Purchase Agreement, the Company entered into
a registration rights agreement with the Purchasers on June 18,
2024, pursuant to which the Company agreed to file a registration
statement with the Securities and Exchange Commission no later than
60 days following the Closing Date to register the resale of the
number of shares of common stock issuable upon conversion of the
Notes and exercise of the Warrants issued pursuant to such Purchase
Agreement and to cause the Registration Statement to become
effective within 180 days following the Closing Date. The Company
shall use its best efforts to keep the Registration Statement
continuously effective under the Securities Act of 1933, as
amended, until all Registrable Securities have been sold, or may be
sold without the requirement to be in compliance with Rule
144(c)(1) of the Securities Act and otherwise without restriction
or limitation pursuant to Rule 144 of the Securities Act, as
determined by the counsel to the Company.
Waiver Letter
In connection with the Purchase Agreement, each Purchaser delivered
a waiver letter to the Company, pursuant to which the Purchaser
waived, through Dec. 31, 2024, the Company's obligation to (i)
effect a reverse stock split of its common stock on or before
Dec. 31, 2023 pursuant to the Notes and the Warrants; (ii) reserve
a specified number of shares of Company common stock from its duly
authorized capital stock and amend the Company's Articles of
Incorporation to increase the number of authorized but unissued
shares of common stock, in each case pursuant to the Purchase
Agreement; and (iii) register the shares underlying the Notes and
Warrants pursuant to the Registration Rights Agreement.
Letter Agreement
In connection with the Purchase Agreement, each Purchaser also
delivered a letter agreement to the Company, pursuant to which the
Purchasers agreed to receive shares of the Company's common stock
in exchange for the Notes and the Warrants (i) upon the Company
effecting a reverse stock split of its outstanding common stock or
(ii) immediately prior to the closing of the Company's planned
business combination with SEP Acquisition Corp. ("SEPA"). Pursuant
to the Letter Agreements, the Purchasers will receive, in the form
of Company common stock at an exchange ratio of $0.04 per share,
the full amount of principal and interest that would be due and
payable on the Notes as of the maturity date. First Warrants will
be exchanged for 0.85 shares of Company common stock per share that
are subject to such First Warrants, and Second Warrants will be
exchanged for 0.9 shares of Company common stock per share that are
subject to such Second Warrants. The Purchasers will pay no new
consideration to the Company in connection with these exchanges.
Promissory Note
On June 18, 2024, the Company issued a promissory note to
Manchester Explorer, L.P. in an aggregate principal amount of $0.5
million. The Promissory Note bears interest at a rate of 15% per
annum and matures on Dec. 18, 2024. Prepayment of the Promissory
Note by the Company is permitted in whole or in part, at any time
or from time to time, without penalty, upon seven calendar days'
prior written notice. Unless the Promissory Note is prepaid in
full, the principal amount and accrued interest shall be due and
payable on the Maturity Date.
Manchester is a beneficial owner of more than five percent of the
Company's common stock, and Morgan Frank, the Chairman of the
Company's Board of Directors and chief executive officer, serves as
a portfolio manager and a consultant for Manchester.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and
shock wave technology company using patented systems of
noninvasive, high-energy, acoustic shock waves or low intensity and
non-contact ultrasound for regenerative medicine and other
applications. The Company's focus is regenerative medicine
utilizing noninvasive, acoustic shock waves or ultrasound to
produce a biological response resulting in the body healing itself
through the repair and regeneration of tissue, musculoskeletal, and
vascular structures. The Company's two primary systems are
UltraMIST and PACE. UltraMIST and PACE are the only two Food and
Drug Administration (FDA) approved directed energy systems for
wound healing.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
21, 2024, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations, sustain
its operations, and to resolve the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SANUWAVE HEALTH: Manchester, 4 Others Report Equity Stake
---------------------------------------------------------
Manchester Management PR, LLC ("Manchester") disclosed in a
Schedule 13D/A filed with the U.S. Securities and Exchange
Commission that as of June 18, 2024, the firm and its affiliated
entities -- Manchester Explorer, L.P. (the "Explorer"), Manchester
Management Company, LLC (the "GP"), James E. Besser, managing
Member of the General Partner, and Morgan C. Frank, a portfolio
manager and as a consultant for Explorer -- beneficially owned
shares of Sanuwave Health, Inc.'s common stock.
As of June 18, Mr. Besser may be deemed to be the beneficial owner
of 369,129,125 Shares, constituting 26.5% of the Shares. Mr. Besser
has the sole power to vote or direct the vote of 2,250,000 Shares;
has the shared power to vote or direct the vote of 366,879,125
Shares*; has the sole power to dispose or direct the disposition of
2,250,000 Shares; and has the shared power to dispose or direct the
disposition of 366,879,125 Shares.
Mr. Frank may be deemed to be the beneficial owner of 354,186,625
Shares, constituting 25.6% of the Shares. Mr. Frank has the sole
power to vote or direct the vote of 21,307,500 Shares; has the
shared power to vote or direct the vote of 332,879,125 Shares; has
the sole power to dispose or direct the disposition of 21,307,500
Shares; and has the shared power to dispose or direct the
disposition of 332,879,125 Shares.
Manchester and the GP may be deemed to be the beneficial owner of
366,879,125 Shares, constituting 26.4% of the Shares. Manchester
and the GP have the sole power to vote or direct the vote of 0
Shares; have the shared power to vote or direct the vote of
366,879,125 Shares*; have the sole power to dispose or direct the
disposition of 0 Shares; and have the shared power to dispose or
direct the disposition of 366,879,125 Shares.
Explorer may be deemed to be the beneficial owner of 332,879,125
Shares, constituting 24.3% of the Shares. Explorer has the sole
power to vote or direct the vote of 0 Shares; has the shared power
to vote or direct the vote of 332,879,125 Shares; has the sole
power to dispose or direct the disposition of 0 Shares; and has the
shared power to dispose or direct the disposition of 332,879,125
Shares.
A full-text copy of Manchester Management's SEC Report is available
at:
https://www.sec.gov/Archives/edgar/data/1169253/000091957424003799/d11065416.htm
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and
shock wave technology company using patented systems of
noninvasive, high-energy, acoustic shock waves or low intensity and
non-contact ultrasound for regenerative medicine and other
applications. The Company's focus is regenerative medicine
utilizing noninvasive, acoustic shock waves or ultrasound to
produce a biological response resulting in the body healing itself
through the repair and regeneration of tissue, musculoskeletal, and
vascular structures. The Company's two primary systems are
UltraMIST and PACE. UltraMIST and PACE are the only two Food and
Drug Administration (FDA) approved directed energy systems for
wound healing.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
21, 2024, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations, sustain
its operations, and to resolve the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SCHAFER FISHERIES: Seeks Cash Access to Pay Fishermen, Workers
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Schafer Fisheries Inc. is slated to appear before the U.S.
Bankruptcy Court for the Northern District of Illinois at a hearing
on July 3, 2024 at 11:00 a.m. to seek permission to use cash
collateral through July 17.
The Debtor purchases fish regularly from local fishermen operating
in the Mississippi River. It must pay the fishermen promptly for
the fish they provide. If it does not pay the fishermen promptly,
they will no longer provide fish to the Debtor for processing,
which would result in the cessation of the Debtor's business.
Similarly, if the Debtor does not pay its employees, they will no
longer work.
As of the Petition Date, Newtek Small Business Finance, LLC, in
coordination with a loan guaranteed by the Small Business
Administration, held a blanket lien on substantially all of the
Debtor's assets, including accounts receivable constituting cash
collateral. The Debtor says it requires the continued utilization
of cash collateral, representing the proceeds of accounts
receivable in order to conduct its business on an ongoing basis,
and in particular to continue to pay Fishermen for fish and to pay
its employees.
The Debtor proposes to provide adequate protection for its use of
cash collateral by providing it with a replacement lien in
post-petition accounts receivable, which shall be deemed perfected
without further action or filing upon entry of the cash collateral
order requested herein.
About Schafer Fisheries Inc.
Schafer Fisheries Inc. is a fish processor. Schafer Fisheries filed
for Chapter 11 bankruptcy protection under Subchapter V (Bankr.
N.D. Ill. Case No. 24-80824) before the Hon. Judge Thomas M Lynch
on June 20, 2024, listing $100,001 to $500,000 in estimated assets
and $1 million to $10 million in estimated liabilities. The Law
Offices of Richard N. Golding, P.C. presides over the case.
SCILEX HOLDING: Receives $10 Million Deposit From Lender
--------------------------------------------------------
Scilex Holding Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission that as of June 21, 2024, the
Company has received the full amount of the Deposit from FSF 33433
LLC, as lender, and has proceeded to make a payment in the
aggregate amount of approximately $10.4 million to Oramed
Pharmaceuticals Inc., representing the remaining amount owed in
respect of the June 2024 installment under the senior secured
promissory note issued by the Company to Oramed in September 2023.
On June 11, 2024, Scilex entered into that certain Commitment Side
Letter with FSF 33433, pursuant to which the Lender is required to
provide the Company a non-refundable deposit in immediately
available funds in the aggregate principal amount of $10 million.
About Scilex Holding
Headquartered in Palo Alto, CA, Scilex Holding Company is focused
on acquiring, developing and commercializing non-opioid pain
management products for the treatment of acute and chronic pain.
Scilex targets indications with high unmet needs and large market
opportunities with non-opioid therapies for the treatment of
patients with acute and chronic pain and are dedicated to advancing
and improving patient outcomes. Scilex's commercial products
include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription
lidocaine topical product approved by the U.S. Food and Drug
Administration for the relief of neuropathic pain associated with
postherpetic neuralgia, which is a form of post-shingles nerve
pain; (ii) ELYXYB, a potential first-line treatment and the only
FDA-approved, ready-to-use oral solution for the acute treatment of
migraine, with or without aura, in adults; and (iii) Gloperba, the
first and only liquid oral version of the anti-gout medicine
colchicine indicated for the prophylaxis of painful gout flares in
adults, expected to launch in the first half of 2024.
San Diego, California-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 11, 2024, citing that the Company has negative
working capital, has suffered losses from operations, has recurring
negative cash flows from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
SEDGWICK CLAIMS: Moody's Hikes CFR to B2, Outlook Stable
--------------------------------------------------------
Moody's Ratings has upgraded Sedgwick Claims Management Services,
Inc.'s corporate family rating to B2 from B3 and its probability of
default rating to B2-PD from B3-PD based on the company's steady
growth in revenue and EBITDA. Moody's has assigned a B2 rating to
Sedgwick's new $4.9 billion seven-year backed first-lien senior
secured term loan and its new $600 million five-year backed
first-lien senior secured revolving credit facility. The company
also plans to issue $660 million in a privately placed eight-year
second-lien term loan (unrated). Sedgwick will use proceeds from
the offerings to repay its existing borrowings, to pay related fees
and expenses, and for general corporate purposes, which may include
paying a dividend or repurchasing shares. The B2 ratings on the new
first-lien facilities are at the same level as the corporate family
rating based on the high proportion of first-lien borrowings
relative to lower ranked borrowings in the proposed capital
structure. The rating agency has affirmed the B2 rating on Sedgwick
existing first-lien credit facilities which will be withdrawn once
the refinancing closes. The rating outlook for Sedgwick is stable.
RATINGS RATIONALE
The rating upgrade reflects Sedgwick's position as a leading global
provider of claims management solutions for corporations, public
entities and insurance carriers, its consistent growth in revenue
and EBITDA, and Moody's expectation that the company will maintain
a debt-to-EBITDA ratio below 7x.
Sedgwick is the largest US based third party administrator of
property and casualty claims by revenue, and has a diverse client
base with broad product and geographic diversification. The company
benefits from long-term contracts, recurring earnings, relatively
high switching costs for clients, and a somewhat variable cost
structure. These strengths are offset by Sedgwick's relatively high
financial leverage and modest interest and free cash flow coverage.
While the proposed transaction will increase the company's
financial leverage, Moody's expect Sedgwick to reduce its leverage
through EBITDA growth and slight debt amortization over the next
few quarters consistent with past practices.
For 2023, Sedgwick generated total revenue of $4.6 billion, with
solid organic growth in the mid-single digits. Moody's expect
Sedgwick will generate continued healthy organic growth in 2024
based on the mandatory nature of claims processing as well as new
growth from ancillary services. Sedgwick produces good EBITDA
margins in the upper teens.
Giving effect to the proposed refinancing, Moody's estimate that
Sedgwick has a pro forma debt-to-EBITDA ratio of around 7x, (EBITDA
- capex) interest coverage of about 1.5x, and a
free-cash-flow-to-debt ratio in the low single digits. These
metrics include the rating agency's adjustments primarily for
operating leases and pensions. The metrics would be somewhat weaker
if capitalized software costs were deducted from EBITDA.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The following factors could lead to an upgrade of Sedgwick's
ratings: debt-to-EBITDA ratio below 6x; (EBITDA - capex) coverage
of interest above 2.5x; and free-cash-flow-to-debt ratio above 6%.
The following factors could lead to a downgrade of Sedgwick's
ratings: debt-to-EBITDA ratio above 7x; (EBITDA - capex) coverage
of interest below 1.5x; or free-cash-flow-to-debt ratio below 3%.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in February 2024.
Sedgwick is a leading global provider of customized, fully
integrated claims management solutions to corporations, public
entities and insurance carriers, with over 30,000 colleagues
located across 80 countries. Sedgwick generated revenue of
approximately $4.7 billion for the 12 months through March 2024.
SHINECO INC: Regains Compliance With Nasdaq Bid Price Requirement
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Shineco, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 5, 2024, it received a letter from
the Listing Qualifications Department of The Nasdaq Stock Market
LLC stating that the Company has regained compliance with Nasdaq
Listing Rule 5550(a)(2) by maintaining a minimum closing bid price
of the Company's common stockof $1.00 or greater per share for the
last 10 consecutive business days, from May 20, 2024 through June
4, 2024, and that this matter is now closed.
As previously disclosed in the Current Report on Form 8-K, filed by
the Company on April 30, 2024, the Company received a deficiency
letter from Nasdaq indicating that the Company was not in
compliance with the Minimum Bid Price Requirement because, for a
period of 30 consecutive business days, the Common Stock of the
Company failed to maintain a minimum bid price of $1.00 per share.
In accordance with the Listing Rules of Nasdaq, the Company was
given an initial period of 180 calendar days, or until Oct. 23,
2024, to regain compliance with the Minimum Bid Price Requirement.
About Shineco
Headquartered in Beijing, People's Republic of China, Shineco, Inc.
is a holding company incorporated in Delaware. As a holding
company with no material operations of its own, the Company
conducts its operations through its subsidiaries and in the two
years ended June 30, 2022 and 2023, through the variable interest
entities and subsidiaries. The Company's shares of common stock
currently listed on the Nasdaq Capital Markets are shares of the
Company's Delaware holding company. The Chinese regulatory
authorities could disallow the Company's structure, which could
result in a material change in its operations and the value of its
securities could decline or become worthless.
Singapore-based AssentSure PAC, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated Sept.
28, 2023, citing that the Company had net losses of US$13,956,031
and US$27,067,139, and cash outflow of US$5,390,594 and
US$5,712,562 from operating activities for the years ended June 30,
2023 and 2022, respectively. The auditor also draws attention to
Note 19 of the financial statements, which describes the
uncertainty related to the outcome of the lawsuits filed against
the Company. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
"As disclosed in the Company's unaudited condensed consolidated
financial statements, the Company had recurring net losses of
US$12.9 million and US$6.9 million, and continuing cash outflow of
US$2.9 million and US$2.5 million from operating activities from
continuing operations for the nine months ended March 31, 2024 and
2023, respectively. As of March 31, 2024, the Company had negative
working capital of US$20.9 million. Management believes these
factors raise substantial doubt about the Company's ability to
continue as a going concern for the next twelve months. In
assessing the Company's going concern, management monitors and
analyzes the Company's cash on-hand and its ability to generate
sufficient revenue sources in the future to support its operating
and capital expenditure commitments. The Company's liquidity needs
are to meet its working capital requirements, operating expenses
and capital expenditure obligations. Direct offering and debt
financing have been utilized to finance the working capital
requirements of the Company," said Shineco in its Quarterly Report
on Form 10-Q for the period ended March 31, 2024.
SITEONE LANDSCAPE: Moody's Rates New Extended Sec. Term Loan 'Ba2'
------------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to SiteOne Landscape Supply
Holding, LLC's proposed amended and extended senior secured term
loan. All other ratings are unaffected, including the company's Ba1
corporate family rating, Ba1-PD probability of default rating, and
existing Ba2 senior secured term loan rating. The stable outlook
also remains unchanged.
Term loan proceeds will be used to repay the company's existing
term loan. Moody's views the transaction as credit positive as it
extends SiteOne's maturity profile two years and modestly reduces
interest expense. Upon close, Moody's expects to withdraw the Ba2
rating on the company's existing first lien term loan.
RATINGS RATIONALE
SiteOne's Ba1 CFR reflects the company's national presence and
leading market position in a fragmented market, recurring revenue
of landscape services, and asset-lite business model requiring
minimal capital expenditures of around 1% of annual revenue. The
rating also reflects thin operating margins (common to companies in
the distribution business), seasonality of services, an active
bolt-on acquisition growth strategy, which raises integration risk
and could lead to higher debt levels, and relatively small scale
compared to similarly rated peers.
The stable outlook is driven by the company's commitment to a
conservative financial policy, including maintaining adjusted
leverage below 2.5x. Lower leverage positions the company well to
operate its growth through acquisition strategy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if SiteOne continues to practice
conservative financial policies, while executing its growth through
acquisition strategy. An upgrade would require a material increase
in scale while maintaining a relatively strong margin profile,
sustained leverage of less than 2.0x, preservation of very good
liquidity, and a capital structure that ensures maximum financial
flexibility.
The ratings could be downgraded if the company adopts a more
aggressive financial policy or experiences end market weakness
resulting in revenue and operating margin declines. Quantitatively,
the ratings could be downgraded if adjusted debt to EBITDA
approaches 3.0x or retained cash flow to debt falls below 25%.
The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.
Headquartered in Roswell, Georgia, SiteOne Landscape Supply
Holding, LLC, (NYSE: SITE) is a national wholesale distributor of
landscaping supplies in the US and Canada.
SOLUNA HOLDINGS: Inks HPE Deal, Targets $80MM Revenue Over 3 Years
------------------------------------------------------------------
Soluna Holdings, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Soluna AL CloudCo,
LLC, a Delaware limited liability company and indirect wholly owned
subsidiary of the Company, entered into an HPE Support and
Professional Services – Data Privacy and Security Agreement, an
HPE & AI Cloud Services Agreement, a related Statement of Work, and
related ancillary agreements (collectively, the "HPE Agreement")
with Hewlett Packard Enterprise Company.
Pursuant to the HPE Agreement, HPE agreed to provide datacenter and
cloud services for artificial intelligence and supercomputing
processes via Nvidia H100 GPUs to CloudCo in exchange for an
aggregate of $34 million, including an initial pre-payment of $10.3
million to be made on or before June 24, 2024. The HPE Agreement
has a term of 36 months, and the services thereunder are expandable
upon agreement of the parties. The Company expects to generate $16
million to $26 million in revenue per year from its customers, for
a total of between $38 million to $80 million during the life of
the contract as currently in effect.
As credit support for CloudCo's obligations under the HPE
Agreement, Soluna Cloud, Inc., a Nevada corporation, indirect
wholly owned subsidiary of the Company, and parent of CloudCo,
entered into a Corporate Guaranty, effective as of June 27, 2024,
for the benefit of HPE, whereby Soluna Cloud unconditionally
guaranteed to HPE and its successors and assigns (subject to
certain exceptions) the full and punctual payment of the price of
products and/or services sold and/or delivered by HPE to CloudCo,
and other charges, expenses, interest and costs due to HPE from
CloudCo, pursuant to the HPE Agreement. Soluna Cloud has also
become a tier-1 partner of HPE.
"This is a pivotal point for Soluna Cloud as we are now able to
open our waitlist for this highly anticipated business at Soluna.
AI is set to transform the enterprise, and Soluna is making a vital
contribution to making it a climate-friendly reality," said John
Belizaire, CEO of Soluna.
As part of the Company's collaboration with its Strategic Partner,
Soluna Cloud's services will be 100% powered by renewable energy
and consume zero water, offering state-of-the-art capabilities and
significant growth and revenue opportunities. Soluna Cloud's
implementation will feature an enterprise-grade system, a
substantial block of Infiniband Meshed NVIDIA H100 SXM GPUs
designed specifically for Enterprise Generative AI workloads. The
initial cluster will support large language models with at least 70
billion parameters. The services will be made available for
Enterprise customers and Generative AI Labs starting as early as
July 2024.
"Launching our first AI Cloud implementation will allow us to
kickstart our Enterprise AI business as we complete the development
of our innovative Helix data centers," expanded John Belizaire.
About Soluna Holdings
Headquartered in Albany, New York, Soluna designs, develops, and
operates digital infrastructure that transforms surplus renewable
energy into global computing resources. The Company's modular data
centers can co-locate with wind, solar, or hydroelectric power
plants and support compute intensive applications including Bitcoin
Mining, Generative AI, and Scientific Computing. This pioneering
approach to data centers helps energize a greener grid while
delivering cost-effective and sustainable computing solutions.
The Company was in a net loss, has negative working capital, and
has significant outstanding debt as of March 31, 2024. These
factors, among others, indicate that there is substantial doubt
about the Company's ability to continue as a going concern within
one year after issuance of the Companys condensed financial
statements, according to the Company's Quarterly Report for the
period ended March 31, 2024.
SOUND INPATIENT: 93% Markdown for DoubleLine OCF $190,000 Loan
--------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $190,000 loan
extended to Sound Inpatient Physicians Holdings LLC to market at
$13,300 or 7% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in DoubleLine OCF's Amended
Form N-CSR for the six-month period ended March 31, filed with the
U.S. Securities and Exchange Commission.
DoubleLine OCF is a participant in a Senior Secured Second Lien
Term Loan to Sound Inpatient Physicians Holdings LLC. The loan
accrues interest at a rate of 12.32% (3 Month US Secured Overnight
Financing Rate + 7.01%) per annum. The loan matures on June 29,
2026.
DoubleLine OCF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine OCF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound Inpatient’s principal business is to provide
hospitalist services to hospitals and health plans designed to
improve the well-being of patients while reducing their associated
costs through the management of medical care. The company is
primarily owned by private equity sponsor Summit Partners and Optum
Health.
SOUND INPATIENT: DoubleLine ISF Virtually Writes Off 3.7MM Loan
---------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $3,771,145 loan
extended to Sound Inpatient Physicians Holdings LLC to market at
$263,980 or 7% of the outstanding amount, as of March 31, 2024,
according to a disclosure contained in DoubleLine ISF's Amended
Form N-CSR for the six-month period ended March 31, filed with the
U.S. Securities and Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan to Sound Inpatient Physicians Holdings LLC. The loan
accrues interest at a rate of 12.32% (CME Term SOFR 3 Month +
7.01%) per annum. The loan matures on June 29, 2026.
DoubleLine ISF was formed as a closed-end management investment
company registered under the Investment Company Act of 1940, as
amended and originally classified as a non-diversified fund. The
Fund is currently operating as a diversified fund.
The fiscal year ends September 30.
DoubleLine ISF is led by Ronald R. Redell, President and Chief
Executive Officer; and Henry V. Chase, Treasurer and Principal
Financial and Accounting Officer. The Fund can be reach through:
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
Tel. No.: (813) 791-7333
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound Inpatient’s principal business is to provide
hospitalist services to hospitals and health plans designed to
improve the well-being of patients while reducing their associated
costs through the management of medical care. The company is
primarily owned by private equity sponsor Summit Partners and Optum
Health.
SSME SERVICES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: SSME Services LLC
575 Corporate Drive, Suite 525
Mahwah, NJ 07430
Business Description: The Debtor is a health care services
provider.
Chapter 11 Petition Date: June 20, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-16241
Judge: Hon. John K. Sherwood
Debtor's Counsel: Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
200 West 41st Street
17th Floor
New York, NY 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: tklestadt@klestadt.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Louis V. Greco III 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/OAY6GHA/SSME_Services_LLC__njbke-24-16241__0001.0.pdf?mcid=tGE4TAMA
ST. CHRISTOPHER'S: Pachulski Stang Represents Ad Hoc Committee
--------------------------------------------------------------
The law firm of Pachulski Stang Ziehl & Jones LLP filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 cases of St.
Christopher's, Inc. and The McQuade Foundation, the firm represents
the Ad Hoc Committee of Certain Survivors of Sexual Abuse.
The Firm represents only the Ad Hoc Committee in these Bankruptcy
Cases and the members of the Ad Hoc Committee are the only persons
for whom the Firm must file this Rule 2019 Statement.
The Debtors filed their Bankruptcy Cases primarily because of
liability to the survivors of childhood sexual abuse (the
"Survivors") bringing cases under the New York's Child Victim Act
(the "CVA").
Beginning on February 14, 2019, the CVA opened a "window" to allow
survivors of childhood sexual abuse to file claims that had been
time-barred under New York's statute of limitations against
perpetrators of abuse and entities responsible for the
perpetrators. There are 30 pending CVA actions (the "CVA Actions")
against the Debtors. The members of the Ad Hoc Committee are the
law firms/attorneys for the Survivors ("State Court Counsel").
The Ad Hoc Committee's address and the nature and amount of
disclosable economic interests held in relation to the Debtors are:
1. Slater Slater Schulman LLP
488 Madison Ave
20th Floor
New York, NY 10022
2. Herman Law Firm, P.A.
475 Fifth Avenue
17th Floor
New York, NY 10017
3. Levy Konigsberg
605 Third Avenue
33rd Floor
New York, NY 10158
4. Marsh Law Firm PLLC
31 Hudson Yards, 11th Floor
New York, NY 10001-2170
5. Matthews & Associates
2905 Sackett St.
Houston, TX 77098
6. Seeger Weiss LLP
55 Challenger Road
Ridgefield Park, NJ 07660
7. Merson Law Office, LLC
950 Third Avenue
18th Floor
New York, NY 10022
Counsel to the Ad Hoc Committee of Certain Survivors of Sexual
Abuse:
James I. Stang, Esq.
Ilan D. Scharf, Esq.
Hayley R. Winograd, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Telephone: (212) 561-7700
Facsimile: (212) 561-7777
Email: jstang@pszjlaw.com
ischarf@pszjlaw.com
hwinograd@pszjlaw.com
About St. Christopher's
St. Christopher's, Inc. is a residential treatment center providing
services to children with special needs. It empowers children and
youth with special needs with the social emotional coping skills
and strengths they need -- and the healthcare, mental health and
social support services they require -- to enter adulthood
confident and equipped to meet life's challenges and
opportunities.
St. Christopher's and The McQuade Foundation filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 24-22373) on April 29, 2024. Heidi Sorvino, Esq., at
White and Williams, LLP serves as Subchapter V trustee.
At the time of the filing, St. Christopher's reported $10 million
to $50 million in assets and $1 million to $10 million in
liabilities while McQuade reported $1 million to $10 million in
both assets and liabilities.
Judge Sean H. Lane presides over the cases.
Janice B. Grubin, Esq., at Barclay Damon, LLP represents the
Debtors as legal counsel.
STARBRIDGE ONTARIO: Hilco Sets July 9 Bid Deadline for Hotel Sale
-----------------------------------------------------------------
Hilco Real Estate Sales announced July 9, 2024, as the qualifying
bid deadline for the Chapter 11 bankruptcy sale of the 309-key
Ontario Airport Hotel & Conference Center located in Ontario, CA.
This premier, full-service hotel is situated on 8.48 acres, just
minutes from Ontario International Airport and the Ontario
Convention Center, making it an ideal investment for creative
hospitality operators and redevelopers. The 232,430+/- SF hotel
features ample meeting space, a restaurant and bar, coffee shop,
outdoor pool, fitness room and more. Currently operating as an
independent hotel, this property presents a significant opportunity
for new ownership to partner with renowned national and
international hotel brands. The offering allows for acquisition of
a performing asset at a substantial discount to replacement cost.
Boasting over 22,000+/- SF of meeting and banquet space, the
hotel's main tower serves as the hub for 16 separate breakout
spaces. It also includes a 5,300+/- SF area capable of
accommodating a reception of up to 750 guests, along with an
Executive Boardroom. Partial renovations were completed in 2023.
Conveniently located off Interstate 10, the hotel offers easy
access to all major freeways, enhancing its connectivity and
appeal. Situated in the heart of the Inland Empire, the hotel is
minutes away from key demand drivers such as California Speedway,
Citizen's Business Bank Arena, Victoria Gardens and Ontario Mills
shopping malls.
Ontario, recognized as the logistics capital of the U.S., recently
saw Amazon complete the largest logistics building ever developed
in the country--a 4.1 million SF facility. This underscores the
area's strategic importance and growth potential. The hotel is
steps from Ontario International Airport, where passenger volume
surged 12% to 6.4 million in 2023, surpassing pre-pandemic levels
for the second consecutive year.
Keith Worsham, head of the National Hotel Team at Hilco Real Estate
Sales, stated, "This is a unique opportunity to acquire a
well-performing hotel property in a key location. With its
extensive amenities and potential for brand affiliation, the
Ontario Airport Hotel & Conference Center represents a significant
investment prospect in the vibrant Inland Empire region."
Jeff Azuse, executive vice president at Hilco Real Estate Sales,
added, "Whether maintaining its independent status or rebranding
with a leading hotel chain, new ownership can significantly enhance
the value and performance of this asset."
The sale is subject to Bankruptcy Court Approval. Starbridge
(Ontario) Investment, LLC, a debtor and debtor-in-possession in
that certain Chapter 11 case, Case No. 6:24-bk-11765-RB, pending in
the United States Bankruptcy Court for the Central District of
California. Bids must be received on or before the deadline of July
9 at 5:00 p.m. (PT) and must be submitted on the Letter of Intent
(LOI) document available for review and download from Hilco Real
Estate Sale's website.
Interested bidders should review the requirements in order to
participate in the bankruptcy sale process available on Hilco Real
Estate Sale's website. For further information, please contact
Keith Worsham at (405) 514-0242 or kworsham@hilcoglobal.com, Jeff
Azuse at (773) 456-5032 or jazuse@hilcoglobal.com, Jordan Schack at
(843) 504-3297 or jschack@hilcoglobal.com and Daniel Miggins at
(646) 984-4580 or dmiggins@hilcoglobal.com.
For further information on the property, sale process, and terms or
to obtain access to due diligence documents, please visit
HilcoRealEstateSales.com or call (855) 755-2300.
About Hilco Real Estate Sales
Successfully positioning the real estate holdings within a
company's portfolio is a material component of establishing and
maintaining a strong financial foundation for long-term success. At
Hilco Real Estate Sales (HRE), a Hilco Global company
(HilcoGlobal.com), it advises and executes strategies to assist
clients seeking to optimize their real estate assets, improve cash
flow, maximize asset value and minimize liabilities and portfolio
risk. It helps clients traverse complex transactions and
transitions, coordinating with internal and external networks and
constituents to navigate ever-challenging market environments.
The trusted, full-service HRE team has secured billions in value
for hundreds of clients over 20+ years. Hilco is deeply experienced
in complex transactions including artful lease renegotiation,
multi-faceted sales structures, strategic asset management and
capital optimization. It understands the legal, financial, and real
estate components of the process, all of which are vital to a
successful outcome. HRE can help identify the most viable options
and direction for a company and its real estate portfolio,
delivering impressive results in every situation.
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.
STEWARD HEALTH: Clark Hill Advises Atlantic Specialty & Matheson
----------------------------------------------------------------
The law firm of Clark Hill PLC filed a verified statement pursuant
to Rule 2019 of the Federal Rules of Bankruptcy Procedure to
disclose that in the Chapter 11 cases Steward Health Care System
LLC and affiliates, the firm represents:
1. Atlantic Specialty Insurance Company, an Under-Secured Creditor
with a claim amount of
$52,511,526.00.
2. Matheson Tri-Gas, Inc., an Unsecured Creditor with a claim
amount of $570,410.58.
Clark Hill represents each of these clients individually and they
do not constitute a committee of any kind.
The law firm can be reached at:
Duane J. Brescia, Esq.
CLARK HILL PLC
3711 South Mopac Expressway
Building One, Suite 500
Austin, TX 78746
(512) 499-3600
(512) 499-3660 (fax)
Email: dbrescia@clarkhill.com
- And -
Robert P. Franke, Esq.
Christopher R. Ward, Esq.
Andrew G. Edson, Esq.
Audrey L. Hornisher, Esq.
CLARK HILL PLC
901 Main Street, Suite 6000
Dallas, TX 75202
(214) 651-4300
(214) 651-4330 (fax)
Email: bfranke@clarkhill.com
cward@clarkhill.com
aedson@clarkhill.com
ahornisher@clarkhill.com
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
STEWARD HEALTH: Levy Ratner Represents Union & the Funds
--------------------------------------------------------
The law firm of Levy Ratner, P.C. filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 cases Steward Health Care System
LLC and affiliates, the firm represents:
1. 1199SEIU United Healthcare Workers East (the "Union")
2. 1199SEIU League Training and Upgrading Fund (the "Training
Fund")
3. 1199SEIU Labor Management Initiatives, Inc. (the "LMI" and
together with the Training Fund, the
"Funds")
The Union and the Funds are all located at 498 Seventh Avenue, New
York, New York, 10018.
The Union and the Funds have claims against the Debtors. The
Union's claims concern certain Debtors'1 obligations to the Union
and members of its bargaining units, arising under collective
bargaining agreements between the Union and certain Debtors
regarding the terms and conditions of employment of the Union
represented employees at certain Hospitals in Massachusetts and
Florida (the "CBAs"). The Funds' claims concern Debtors'
contribution obligations to the Funds, required by the CBAs.
Levy Ratner regularly serves as counsel to the Union and the Funds
on numerous matters. Levy Ratner has no claims or interests against
the Debtors.
The law firm can be reached at:
LEVY RATNER, P.C.
Ryan J. Barbur, Esq.
Kimberly Lehmann, Esq.
Jessica I. Apter, Esq.
80 Eighth Avenue, 8th Floor
New York, New York 10011
Tel: (212) 626-8100
Fax: (212) 626-8182
Email: rbarbur@levyratner.com
klehmann@levyratner.com
japter@levyratner.com
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
TADA VENTURES: Seeks Court Approval to Use Cash Collateral
----------------------------------------------------------
TADA Enterprises, LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to use cash collateral. A
hearing on the matter is set for Aug. 7.
TADA Enterprises, LLC owns a parcel of real property with
improvements it leases to third parties. First State Bank of
Athens, Texas asserts a lien on the Debtor's cash collateral. The
Debtor has requested from First State Bank of Athens, Texas and the
Small Business Administration for permission by email by forwarding
request to bank's counsel on June 20.
The Debtor tells the Court that, to be able to propose a plan of
reorganization, it needs to continue to pay insurance premiums,
utilities and the United States Trustee's quarterly fees. The
Debtor says it has no alternative borrowing source and to remain in
business must be permitted to use funds received from the operation
of the business to pay the trustee fees, ongoing mortgage payments,
utilities, taxes, operational expenses and insurance.
The Debtor projects $30,575 in expenses including mortgage payments
to First State Bank of $11,000 and to the SBA of $7,890 and monthly
payment to United States Trustee of $1,000.
About TADA Ventures, LLC
TADA Ventures, LLC filed for Chapter 11 bankruptcy (Bankr. S.D.
Texas Case No. 24-32165) before the Hon. Judge Eduardo V.
Rodriguez, on May 7, 2024, listing $1 million to $10 million in
both estimated assets and liabilities. The petition was signed by
Zane Russell as managing member.
TADA Ventures, LLC, f/d/b/a Katy Commerce Center, is a Single Asset
Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The
Debtor is based in Katy, Texas.
The law offices of Larry A. Vick serves as the Debtor's counsel.
TADA Ventures previously filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
20-32199) on April 19, 2020. In the petition signed by Jean Stout,
president, the Debtor estimated $1 million to $10 million in both
assets and liabilities. Susan Tran Adams, Esq., at Coral Tran
Singh, LLP, represented the Debtor as counsel in the 2020 case.
In the 2020 case, TADA Ventures said it owned and operated a
commercial building known as the Kat Commerce Center, which is a
two-story building with over 13,000 square feet of office space and
an adjoining warehouse of 12,000 square feet.
The Debtor also filed for Chapter 11 protection in 2019 and 2011.
TALPHERA INC: All Five Proposals Approved at Annual Meeting
-----------------------------------------------------------
Talphera, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that at the Company's 2024 Annual Meeting
of Stockholders held on June 24, 2024, the Company's stockholders:
(1) elected Adrian Adams and Jill Broadfoot as Class I directors
to hold office until the 2027 Annual Meeting of Stockholders;
(2) ratified the she selection by the Audit Committee of the
Board of BPM LLP as the Company's independent registered public
accounting firm for the year ending Dec. 31, 2024;
(3) approved, on an advisory basis, the compensation paid to the
Company's named executive officers;
(4) approved the Company's Amended and Restated 2020 Equity
Incentive Plan; and
(5) approved an amendment and restatement of the Company's
Amended and Restated the Company's 2011 Employee Stock Purchase
Plan.
In addition to the directors elected above, Vincent J. Angotti,
Abhinav Jain, and Stephen J. Hoffman, M.D., Ph.D. will continue to
serve as directors until the 2025 Annual Meeting of Stockholders,
and Marina Bozilenko and Mark Wan will continue to serve as
directors until the 2026 Annual Meeting of Stockholders, in each
case until their successors are elected and qualified, or until
their earlier death, resignation or removal.
About Talphera
Headquartered in San Mateo, California, Talphera, Inc. --
www.talphera.com -- is a specialty pharmaceutical company focused
on the development and commercialization of innovative therapies
for use in medically supervised settings. Talphera's lead product
candidate, Niyad is a lyophilized formulation of nafamostat and is
currently being studied under an investigational device exemption
(IDE) as an anticoagulant for the extracorporeal circuit, and has
received Breakthrough Device Designation status from the U.S. Food
and Drug Administration (FDA). Talphera is also developing two
pre-filled syringes in-licensed from its partner Aguettant:
Fedsyra, a pre-filled ephedrine syringe, and PFS-02, a pre-filled
phenylephrine syringe.
Walnut Creek, Calif.-based BPM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 6, 2024, citing that the Company has suffered recurring
operating losses and negative cash flows from operating activities
since inception, and expects to continue to incur operating losses
and negative cash flows in the future. These matters raise
substantial doubt about its ability to continue as a going concern.
TENNECO INC: Moody's Withdraws 'Caa1' Rating on Sr. Unsecured Debt
------------------------------------------------------------------
Moody's Ratings has withdrawn the Caa1 rating on Tenneco Inc.'s
senior unsecured bridge credit facility. All other ratings,
including Tenneco's B2 corporate family rating, B2-PD probability
of default rating and B1 senior secured rating, are unaffected with
this action.
RATINGS RATIONALE
Moody's has decided to withdraw the rating for its own business
reasons.
THERMOGENESIS HOLDINGS: Three Directors Quit Over Disagreements
---------------------------------------------------------------
ThermoGenesis Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 22, 2024, Russell
Medford, Joseph Thomis, and James Xu resigned, effective
immediately, from their positions as members of the Board of
Directors of the Company. At the time of his resignation, Dr.
Medford served as the Chairman of the Governance and Nominating
Committee, the Chairman of the Audit Committee, and a member of the
Compensation Committee. At the time of his resignation, Dr. Thomis
served as the Chairman of the Compensation Committee, a member of
the Governance and Nominating Committee, and a member of the Audit
Committee. At the time of his resignation, Mr. James Xu served as
a member of the Governance and Nominating Committee.
Based on a resignation letter submitted to the Chairman of the
Board and Chief Executive Officer of the Company, the Company
believes that Dr. Medford and Dr. Thomis resigned due to their
disagreement with Company policies and practices related to
potential strategic transactions and decisions, including with
respect to real and/or perceived conflicts of interest on the part
of the Chairman of the Board and chief executive officer of the
Company and the dissolution of the Transaction Committee. Based on
a follow-up resignation letter submitted by Mr. James Xu on June
24, 2024, Mr. James Xu expressed potential disagreement with the
conclusions, especially reasons for the resignation.
"Even though the independent board members as a whole were
represented by counsel, I did not always agree with the positions
taken by the counsel and/or other independent board...members,
especially the reasons for their resignation. Because of the
conflicts developed, I believe that it is time for me to resign
from the position as an independent board member of the
Thermogenesis Holdings, Inc.," said James Xu.
About ThermoGenesis
ThermoGenesis Holdings, Inc. develops and commercializes a range of
automated technologies for cell-banking, cell-processing, and
cell-based therapeutics. Since the 1990's, ThermoGenesis Holdings
has been a pioneer in, and a leading provider of, automated systems
that isolate, purify and cryogenically store units of hematopoietic
stem and progenitor cells for the cord blood banking industry. The
Company was founded in 1986 and is incorporated in the State of
Delaware and headquartered in Rancho Cordova, CA.
New York, NY-based Marcum LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated April
15, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional capital to grow its business, fund operating expenses
and make interest payments. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
THRASIO HOLDINGS: S&P Assigns 'CCC' ICR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings assigned its 'CCC' issuer credit rating to
Thrasio Holdings Inc., its 'CCC+' issue-level rating and '2'
recovery rating to the $90 million senior secured first-out term
loan due June 2029, and its 'CC' issue-level rating and '6'
recovery rating to the $276 million second-out term loan due June
2029. The '2' recovery rating indicates its expectation for
substantial (70%-90%; rounded estimate 85%) recovery in the event
of a default while the '6' recovery rating indicates its
expectation for negligible recovery (0%-10%; rounded estimate:
0%).
The negative outlook reflects the potential that S&P will lower its
rating on Thrasio if it is unable to improve its operating
performance and S&P believes a default is inevitable in the
subsequent six months.
Thrasio Holdings Inc. emerged from Chapter 11 bankruptcy on June
18, 2024. The company's capital structure now includes a $366
million exit facility, which comprises a $90 million first-out term
loan and a $276 million second-out term loan due June 2029.
S&P said, "We view Thrasio's capital structure as unsustainable and
envision a possible default scenario in the next 12 months due to
its tight liquidity and covenant headroom. Despite an about $366
million reduction in the company's amount of funded debt upon its
emergence, down from about $3.4 billion of prepetition debt
(including preferred equity) prior to the bankruptcy filing, we
believe its capital structure remains unsustainable due to its
negative EBITDA, negative FOCF generation, and tight liquidity of
about $60 million upon emergence.
"Despite not having to pay cash interest or debt amortization in
the first year, we forecast the company will generate a FOCF
deficit, which will continue to deplete its cash balance. In the
second year following the closing, Thrasio's interest expenses will
either be cash or paid-in-kind (PIK) depending on whether it meets
the $50 million liquidity threshold. Under our base-case scenario,
we assume the company's cash balance will remain below $50 million
and that it will continue to make PIK interest payments in year
two. The credit agreement features a $30 million minimum liquidity
covenant that is tested weekly. We believe Thrasio's headroom under
this covenant headroom is tight and anticipate it could violate the
covenant in the next 12 months if Thrasio underperforms our
forecast.
"Our ratings reflect the discretionary nature of Thrasio's
products, as well as its narrow business focus, limited pricing
power, high concentration of selling products through Amazon, and
limited geographic diversity. The company is one of the largest
owners and operators of private third-party brands sold on
Amazon.com, with about 200 brands in its portfolio. The company's
brands are small niche brands mainly in the home & kitchen,
bedding, outdoor, pet, personal care and cleaning categories. Its
brands compete against large consumer products companies such as
Procter & Gamble Co., Clorox, Colgate-Palmolive, Church & Dwight
Co., and Kimberly-Clark Corp. that have vastly greater financial
and marketing resources. Therefore, Thrasio's brands do not have
pricing power given their lower-tiered products in comparison. We
also believe the barriers to entry in the third-party seller market
are low, and competition could be more fierce given that Razor
Group has acquired Perch.
"Thrasio also has a high concentration of selling products thru
Amazon, given that it generates 85%-90% of its total sales from the
online retailer's platform. Therefore, we believe any strain in the
company's relationship with Amazon would have a materially negative
affect on its operations and profitability. Nevertheless, we note
Thrasio is one of the largest third-party sellers on Amazon and
benefits from a data driven platform that enables it to manage its
pricing and replenishment.
"We expect Thrasio's EBITDA will remain negative over the next 12
months and view its ability to return to positive revenue and
EBITDA growth is uncertain. The company's operating performance has
deteriorated over the past few years due to slowing e-commerce
growth, supply chain disruptions, and lower consumer spending on
discretionary categories, which has weakened the demand for its
products. Thrasio also made several operational missteps in the
past, including purchasing too much inventory to meet its
COVID-19-related demand and avoid out-of-stock penalties. This led
the company to heavily discount its products to address its
elevated inventory when demand dropped, which negatively affected
its margins. In addition, Thrasio chased and overpaid for
acquisitions, hired too many employees, and overspent on its
non-core businesses. These factors weakened the company's operating
performance, which led it to generate negative EBITDA and FOCF and,
ultimately, file for bankruptcy.
"Following its emergence, we expect Thrasio will continue to face
top-line pressure due to weak demand trends amid the challenging
consumer environment. Although the company has taken necessary
actions to address its underperformance--and we expect it will
continue to reduce its inventory, evaluate its brand portfolio,
divest certain non-performing brands, execute cost-savings
initiatives (including headcount reductions and consolidating its
third-party logistics [3PL] network to negotiate better rates)--it
remains unclear whether or when its EBITDA can turn positive.
"The negative outlook reflects the potential that we will lower our
rating on Thrasio if it is unable to improve its operating
performance and we believe a default is inevitable in the
subsequent six months."
S&P could lower its ratings on Thrasio if it believes there is a
heightened risk of a default in the subsequent six months. This
could occur if:
-- The company is unable to slow the declines in its revenue and
EBITDA, leading to continued performance shortfalls and higher cash
burn; or
-- Its liquidity position deteriorates further, leading to a cash
shortfall or a potential covenant breach.
S&P could take a positive rating action on Thrasio if it believes a
default is less likely in the next 12 months. This could occur if:
-- The company turns around its performance and stabilizes its
revenue and EBITDA, leading to positive FOCF generation; and
-- S&P forecasts it will maintain a sufficient covenant cushion.
TRANSOCEAN LTD: Announces $188 Million Drillship Contract Extension
-------------------------------------------------------------------
Transocean Ltd. announced June 26, 2024, a 365-day contract
extension for the Deepwater Asgard with an independent operator in
the U.S. Gulf of Mexico. The program is expected to commence in
direct continuation of the rig's current program and is estimated
to contribute approximately $188 million in backlog, including
additional services.
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services.
Transocean reported a net loss of $954 million in 2023, a net loss
of $621 million in 2022, and a net loss of $591 million in 2021.
* * *
As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised
its issuer credit rating on offshore drilling contractor Transocean
Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects
improved rig demand, higher day rates, and our view that there is
reduced near-term risk of a distressed debt exchange or balance
sheet restructuring."
TRANSOCEAN LTD: To Sell Ultra-Deepwater Floater for $53.5 Million
-----------------------------------------------------------------
Transocean Ltd. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on June 19, 2024, a subsidiary of the
Company entered into an agreement with a third party pursuant to
which the Company agreed to sell the fifth generation
ultra-deepwater floater Deepwater Nautilus and associated assets
for $53.5 million. As part of the Company's ongoing efforts to
dispose of non-strategic assets, the Company decided on June 17,
2024, to authorize the sale of the rig and associated equipment,
which the Company expects will result in an estimated non-cash
charge for the second quarter 2024 ranging between $140 million and
$150 million associated with the impairment of such assets. The
Company expects to close the transaction contemplated by the
purchase agreement in the third quarter of 2024.
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services.
Transocean reported a net loss of $954 million in 2023, a net loss
of $621 million in 2022, and a net loss of $591 million in 2021.
* * *
As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised
its issuer credit rating on offshore drilling contractor Transocean
Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects
improved rig demand, higher day rates, and our view that there is
reduced near-term risk of a distressed debt exchange or balance
sheet restructuring."
UROGEN PHARMA: Cowen Entities Disclose 5.57% Equity Stake
---------------------------------------------------------
Cowen and Company, LLC disclosed in a Schedule 13G Report filed
with the U.S. Securities and Exchange Commission that as of June
19, 2024, the firm and its affiliated entity -- Cowen Financial
Products LLC -- beneficially owned 2,296,589 shares of UroGen
Pharma Ltd.'s common stock, representing 5.57% of the shares
outstanding.
Cowen and Company reported to beneficially own 500,000 of the
shares, representing 1.21%. Meanwhile, Cowen Financial is reported
to beneficially own 1,796,589 of the shares, representing 4.36%.
A full-text copy of Cowen and Company's SEC Report is available at:
https://www.sec.gov/Archives/edgar/data/48966/000108514624002732/urgn_62424.htm
About UroGen Pharma Ltd.
UroGen is a biotech company dedicated to developing and
commercializing innovative solutions that treat urothelial and
specialty cancers. UroGen has developed RTGel reverse-thermal
hydrogel, a proprietary sustained-release, hydrogel-based platform
technology that has the potential to improve the therapeutic
profiles of existing drugs. UroGen's sustained release technology
is designed to enable longer exposure of the urinary tract tissue
to medications, making local therapy a potentially more effective
treatment option.
Florham Park, New Jersey-based PricewaterhouseCoopers LLP, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 14, 2024, citing that the
Company has incurred losses and experienced negative operating cash
flows since its inception that raise substantial doubt about its
ability to continue as a going concern.
UROGEN PHARMA: Point72 Asset, 2 Others Disclose 6.2% Equity Stakes
------------------------------------------------------------------
Point72 Asset Management, L.P. disclosed in a Schedule 13G Report
filed with the U.S. Securities and Exchange Commission that as of
June 14, 2024, the firm and its affiliated entities -- Point72
Capital Advisors, Inc., and Steven A. Cohen -- beneficially owned
2,569,826 shares of UroGen Pharma Ltd.'s Ordinary Shares,
representing 6.2% of the shares outstanding.
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr.
Cohen own directly no Ordinary Shares. Pursuant to an investment
management agreement, Point72 Asset Management maintains investment
and voting power with respect to the securities held by Point72
Associates. Point72 Capital Advisors Inc. is the general partner of
Point72 Asset Management. Mr. Cohen controls each of Point72 Asset
Management and Point72 Capital Advisors Inc.
A full-text copy of Point72 Asset's SEC Report is available at
https://www.sec.gov/Archives/edgar/data/1603466/000090266424004451/p24-2248sc13g.htm
About UroGen Pharma Ltd.
UroGen is a biotech company dedicated to developing and
commercializing innovative solutions that treat urothelial and
specialty cancers. UroGen has developed RTGel reverse-thermal
hydrogel, a proprietary sustained-release, hydrogel-based platform
technology that has the potential to improve the therapeutic
profiles of existing drugs. UroGen's sustained release technology
is designed to enable longer exposure of the urinary tract tissue
to medications, making local therapy a potentially more effective
treatment option.
Florham Park, New Jersey-based PricewaterhouseCoopers LLP, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 14, 2024, citing that the
Company has incurred losses and experienced negative operating cash
flows since its inception that raise substantial doubt about its
ability to continue as a going concern.
VBI VACCINES: All Two Proposals Passed at Annual Meeting
--------------------------------------------------------
VBI Vaccines Inc. announced the voting results from its annual
general meeting of shareholders held on June 25, 2024. At the
Annual Meeting, the shareholders:
(1) elected Steven Gillis, Damian Braga, Joanne Cordeiro, Michel
De Wilde, Vaughn Himes, Blaine H. McKee, Jeffrey R. Baxter, and
Nell Beattie as directors to serve until the next annual meeting of
shareholders and until his or her successor has been elected and
qualified, or until his or her earlier death, resignation, or
removal; and
(2) approved the appointment of EisnerAmper LLP as the
independent registered public accounting firm of the Company until
the next annual meeting of shareholders and to authorize the Audit
Committee to fix EisnerAmper LLP's remuneration.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles including a proprietary enveloped VLP platform
technology and a proprietary mRNA-launched eVLP platform
technology, VBI develops vaccine candidates that mimic the natural
presentation of viruses, designed to elicit the innate power of the
human immune system. VBI is committed to targeting and overcoming
significant infectious diseases, including hepatitis B,
coronaviruses, and cytomegalovirus (CMV), as well as aggressive
cancers including glioblastoma (GBM). VBI is headquartered in
Cambridge, Massachusetts, with research operations in Ottawa,
Canada, and a research and manufacturing site in Rehovot, Israel.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of December 31, 2023 and cash outflows
from operating activities for the year-ended December 31, 2023 and,
as such, will require significant additional funds to conduct
clinical and non-clinical trials, commercially launch its products,
and achieve regulatory approvals that raise substantial doubt about
its ability to continue as a going concern.
VENUS CONCEPT: Enters Into Madryn Note and Bridge Loan Amendments
-----------------------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 21, 2024, the
Company, Venus Concept USA, Inc., a wholly-owned subsidiary of the
Company, Venus Concept Canada Corp., a wholly-owned Canadian
subsidiary of the Company, and Venus Concept Ltd., a wholly-owned
Israeli subsidiary of the Company (the "Loan Parties"), entered
into a Note Amendment and Consent Agreement with Madryn Health
Partners, LP and Madryn Health Partners (Cayman Master), LP (the
"Lenders).
The Amendment and Consent Agreement granted relief under the Loan
and Security Agreement (Main Street Priority Loan), dated Dec. 8,
2020, among the Lenders, as lenders, and Venus USA, as borrower,
such that certain minimum liquidity requirements under the MSLP
Loan Agreement are waived through July 8, 2024. The Amendment and
Consent Agreement also amended the secured convertible notes, dated
May 24, 2024, issued by Venus USA to the Lenders under the MSLP
Loan Agreement, to (i) permit Venus USA to apply the July 8, 2024,
cash interest payment due under each Note to the outstanding
principal balance of the Note and (ii) clarify that the maturity
date of each Note is Dec. 8, 2025.
Third Bridge Loan Amendment
On June 21, 2024, the Loan Parties entered into a Third Bridge Loan
Amendment Agreement with the Lenders. The Third Bridge Loan
Amendment amended that certain Loan and Security Agreement, dated
April 23, 2024, among Venus USA, as borrower, the Company, Venus
Canada and Venus Israel, as guarantors, and the Lenders, as lenders
(as amended), to extend the maturity date of the Bridge Loan from
June 21, 2024, to July 8, 2024.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
VUZIX CORP: All Three Proposals Passed at Annual Meeting
--------------------------------------------------------
Vuzix Corporation disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on June 13, 2024, the Company held its
annual meeting of stockholders at which the stockholders: (i)
elected Paul J. Travers, Grant Russell, Edward Kay, Timothy Harned,
and Paula Whitten-Doolin as directors of the Company to serve until
the next annual meeting of stockholders or until their successors
have been elected and qualified, (ii) ratified the board of
directors' appointment of Freed Maxick, CPAs, P.C. as the Company's
independent registered public accounting firm for 2024, and (iii)
approved, on an advisory basis, the compensation disclosed in the
Company's proxy statement of the Company's named executive
officers.
Abut Vuzix
Incorporated in Delaware in 1997, Vuzix Corporation --
www.vuzix.com -- is a designer, manufacturer and marketer of Smart
Glasses and Augmented Reality (AR) technologies and products for
the enterprise, medical, defense and consumer markets. The
Company's products include head-mounted (or HMDs or heads-up
displays or HUDs) smart personal display and wearable computing
devices that offer users a portable high-quality viewing
experience, provide solutions for mobility, wearable displays and
augmented reality, as well as OEM waveguide optical components and
display engines. The Company's wearable display devices are worn
like eyeglasses or attach to a head-worn mount. These devices
typically include cameras, sensors, and a computer that enable the
user to view, record and interact with video and digital content,
such as computer data, the internet, social media or entertainment
applications as well as interact and receive information from
cloud-based Artificial Intelligence agents. The Company's wearable
display products integrate display technology with its advanced
optics to produce compact high-resolution display engines, less
than half an inch diagonally, which when viewed through its Smart
Glasses products, create virtual images that appear comparable in
size to that of a computer monitor, smartphone, tablet or a
large-screen television.
Buffalo, New York-based Freed Maxick CPAs, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company has suffered
recurring losses from operations and has future cash requirements
to fund operating losses. This raises substantial doubt about the
Company's Company's ability to continue as a going concern.
WAVEDANCER INC: Signs Second Amendment to Firefly Merger Agreement
------------------------------------------------------------------
WaveDancer, Inc. ("Parent") disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 17, 2024, Parent,
FFN, Inc., its wholly-owned subsidiary, and Firefly Neuroscience,
Inc. (the "Company") made and entered into the Second Amendment to
the Merger Agreement originally entered on Nov. 15, 2023. The
Second Amendment amends the terms and conditions of the Merger
Agreement as follows:
1. The End Date (for purposes of establishing when the Merger
Agreement is subject to termination) was extended to July 15, 2024
subject to a 31 calendar day extension to Aug. 15, 2024.
2. The definition of Company Outstanding Shares was amended to
include shares of common stock issuable upon conversion of shares
of preferred stock and upon exercise of warrants which Parent will
issue at the Closing. WaveDancer anticipates issuing such shares
and warrants in consideration of funds the Company intends to raise
to consummate the Merger. Therefore, only Company equity holders
will sustain the dilution for such shares for purposes of the
equity split under the Merger Agreement between the equity holders
of the Firefly and WaveDancer.
3. The definition of Parent Outstanding Shares was amended to
exclude shares of common stock issuable upon conversion of shares
of preferred stock and upon exercise of warrants as described
above.
4. The definition of Parent Net Cash was amended to exclude any
cash proceeds resulting from the sale at the Closing of shares of
preferred stock and warrants.
5. The definition of Parent Net Cash was amended from zero to
($200,000) thereby allowing Parent to have unpaid liabilities up to
$200,000.
6. The definition of Parent Valuation was amended so that Parent
having a negative Minimum Parent Net Cash Amount would not affect
the Parent Valuation.
On Jan. 12, 2024, Parent, FFN and Firefly entered into the First
Amendment to the Merger Agreement.
A full-text copy of the Second Amended Merger Agreement is
available for free at:
https://www.sec.gov/Archives/edgar/data/803578/000143774924020877/ex_690909.htm
About WaveDancer
WaveDancer, Inc. is in the business of developing and maintaining
information technology systems, modernizing client information
systems, and performing other IT-related professional services to
government and commercial organization. WaveDancer, based in
Fairfax, Va., has been servicing federal and commercial customers
since 1979.
Tysons, Va.-based CohnReznick LLP, the Company's auditor since
2012, issued a "going concern" qualification in its report dated
March 20, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
WINDSOR TERRACE: Unsecureds Have 2 Options in Plan
--------------------------------------------------
Windsor Terrace Healthcare, LLC, and its Affiliated Debtors filed
with the U.S. Bankruptcy Court for the Central District of
California a Disclosure Statement describing Plan of Reorganization
dated June 11, 2024.
The Debtors are primarily engaged in the businesses of owning and
operating skilled nursing facilities throughout the State of
California. Collectively, the Debtors own and operate eighteen
skilled nursing facilities, which provide 24 hour, 7 days a week
and 365 days a year care to patients who reside at those
facilities.
In addition to the eighteen skilled nursing facilities, the Debtors
own and operate one assisted living facility (which is Windsor
Court Assisted Living, LLC), one home health care center (which is
S&F Home Health Opco I, LLC), and one hospice care center (which is
S&F Hospice Opco I, LLC).
The ultimate owners of all of the Debtors are two individuals,
Avrohom "Abe" Tress and Aaron Robin. Both Mr. Tress and Mr. Robin
have extensive experience owning and operating skilled nursing
facilities in the State of California.
At the time of their bankruptcy filings, the Debtors' facilities
collectively had approximately 2,000 patients and were staffed by
approximately 2,340 full and part-time employees. The Debtors’
facilities currently have a total number of approximately 2,046
licensed beds (not including home health and hospice). The
facilities are currently at approximately 88% occupancy in the
aggregate. The Debtors generate annual revenue of approximately
$260 million.
The Debtors scheduled a total of approximately $71,409,599.01 of
non-litigation general unsecured claims consisting primarily of
vendor related claims. Including scheduled claims, a total of
approximately $75,692,295.76 of non-litigation general unsecured
claims have been asserted against the Debtors.
The Debtors scheduled a total of approximately $2,062,918.83 of
litigation general unsecured claims of that were liquidated claims
not subject to any pending appeal at the time of the Debtors'
bankruptcy filings. A total of approximately $702,966,323.61 of
litigation general unsecured claims have been asserted against the
Debtors in timely filed proofs of claim.
Solely for Plan distribution purposes, the Debtors will be jointly
and severally liable for all Obligations under the Plan and will
not differentiate between the various Debtors and creditors.
Class 4 consists of General Unsecured Claims. Each holder of an
Allowed Class 4 General Unsecured Claim will have the option of
selecting between the following two treatments under the Plan,
which will be in full settlement and satisfaction of their Allowed
General Unsecured Claim against both the Debtors and the Guarantors
but not against any other third parties. Each Claimant with a
Personal Injury Claim who does not accept the Debtors' proposed
Claim settlement amount and who is otherwise not able to reach
agreement with the Debtors on a different mutually agreeable Claim
settlement amount prior to the date of Plan confirmation (each, a
"Non-Settling Personal Injury Claimant") shall be permitted to
proceed with the liquidation of their disputed Personal Injury
Claim against the Debtors and any third parties.
Only Non-Settling Personal Injury Claimants shall be exempt from
the releases of the Guarantors. All other Class 4 Claimants shall
remain bound by such releases, regardless of whether they vote in
favor of or against the Plan. The Committee presently takes no
position with respect to such releases.
* Plan Treatment Option 1 will consist of a total of six
payments made over five years with the total payments equal to 32%
of the amount of their Allowed General Unsecured Claim, with the
first payment in the amount of 2% to be made within 15 days after
the later of the Effective Date and the date of Allowance of the
General Unsecured Claim, followed by a payment in the amount of 6%
to be made on each of the five annual anniversaries following the
Effective Date. In addition, creditors who select Plan Treatment
Option 1 may also receive one more additional distributions to the
extent there are net recoveries from certain Assigned Litigation
Claims.
* Plan Treatment Option 2 will consist of a single payment
equal to 10% of the amount of their Allowed General Unsecured Claim
made within 15 days after the later of the Effective Date and the
date of Allowance of the Claim.
The equity structure of the Debtors will remain unchanged as a
result of Plan confirmation. As consideration for the current
holders of Interests retention of such Interests, the Guarantors
have agreed to and will be obligated to contribute what is
projected to be more than $35 million of new money to the
Reorganized Debtors to enable them to meet their Obligations under
the Plan.
The NewGen/Antelope Guaranty is an unlimited guaranty of the Plan's
treatment of all Allowed Class 3 Claims and Allowed Class 4 Claims.
The Robin/Tress Guaranty guarantees up to $10,000,000 of the
Debtors' Obligations to holders of Allowed Class 3 Claims and
Allowed Class 4 Claims under the Plan.
The sources of the payments required to be made by the Reorganized
Debtors under the Plan will be from the Debtors' cash and operating
profit, with the Guarantors obligated to fund any shortfalls which
are expected to be very substantial over the life of the Plan.
NewGen and Antelope have agreed to and the Plan shall constitute a
legally binding guaranty by NewGen and Antelope of (among other
things) timely and full payment of the Plan's treatment of all
Class 3 and Class 4 Obligations of the Reorganized Debtors under
the Plan.
In addition, Aaron Robin and Avrohom Tress have agreed to and the
Plan shall constitute a legally binding guaranty (subject to the
terms of the Robin/Tress Guaranty) of timely and full payment of
the Plan's treatment of all Class 3 and Class 4 Obligations of the
Reorganized Debtors under the Plan up to a cap of $10,000,000.
A full-text copy of the Disclosure Statement dated June 11, 2024 is
available at https://urlcurt.com/u?l=dRe9vO from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Ron Bender, Esq.
Monica Y. Kim, Esq.
Juliet Y. Oh, Esq.
Robert M. Carrasco, Esq.
Levene, Neale, Bender, Yoo & Golubchik, LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: rb@lnbyg.com
myk@lnbyg.com
jyo@lnbyg.com
rmc@lnbyg.com
About Windsor Terrace Healthcare
Windsor Terrace Healthcare, LLC and its affiliates are primarily
engaged in the businesses of owning and operating skilled nursing
facilities throughout the State of California. Collectively, the
Debtors own and operate 16 skilled nursing facilities, which
provide 24 hour, seven days a week and 365 days a year care to
patients who reside at those facilities.
In addition to the 16 skilled nursing facilities, the Debtors own
and operate one assisted living facility (which is Windsor Court
Assisted Living, LLC), one home health care center (which is S&F
Home Health Opco I, LLC), and one hospice care center (which is S&F
Hospice Opco I, LLC). The Debtors do not own any of the real
property upon which the facilities are located.
Windsor Terrace Healthcare and 18 affiliates filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 23-11200) on Aug. 23,
2023. Two more affiliates, Windsor Sacramento Estates, LLC and
Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept.
29.
At the time of the filing, Windsor Terrace Healthcare disclosed up
to $10 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the cases.
The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP
as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson
Bridgett, LLP as special counsels; and Province, LLC as financial
advisor. Stretto, Inc. is the Debtor's claims, noticing and
solicitation agent.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal
counsel.
Jacob Nathan Rubin, the patient care ombudsman, is represented by
RHM Law, LLP.
[^] BOOK REVIEW: Dynamics of Institutional Change
-------------------------------------------------
Dynamics of Institutional Change: The Hospital in Transition
Authors: Milton Greenblatt, Myron Sharaf, and Evelyn M. Stone
Publisher: Beard Books
Softcover: 288 pages
List Price: $34.95
Review by Henry Berry
Order your personal copy today at
http://beardbooks.com/beardbooks/dynamics_of_institutional_change.html
Like many other private-sector and public institutions in modern
society, hospitals are regularly undergoing change. The three
authors of this volume have been leaders in change at Boston State
Hospital, a large public mental hospital, that serves as the test
case for the experienced advice and hard-earned lessons found in
this work.
With their academic and professional backgrounds, the three authors
combined offer an incomparable fund of knowledge and experience for
the reader. In keeping with their positions, they focus on the
position and the role of the leaders of institutional change. They
do not recommend any particular choices, direction, or outcome.
They do not presume to know what is the best for all institutions,
or to understand the culture, realities, goals, or values of all
institutions. They do not even presume to know what is best or
desirable for hospitals, the institution with which they are most
familiar. Instead, the authors direct their attention to "the
problems hampering change and the gains and losses of one or
another strategy of change." In relation to this, they are "more
concerned with the study of process than with outcome." By not
recommending specific policies or arguing for specific values or
goals, the authors make their book relevant to all institutions
involved in change, but particularly public-health institutions.
All of the subjects are dealt with from the perspective of top
executives and administrators. Among the subjects taken up are not
only the staff and structure of the institution, specifically the
medical institution, but also consultants, volunteers, local
communities, and state and federal government agencies. The detail
given to each subject goes beyond the administrator's relationship
to it to discussion concerning the relationship of lower-level
employees with the subject. This relationship of lower-level
employees has everything to do with how change occurs within the
institution, and often whether it occurs. The authors go into such
detail because they understand that the performance and goals of
top administrators are affected by everything that goes on within
their institution, and often by much that goes on outside of it.
For example, the authors begin the subject of volunteers by
defining three types of volunteers: volunteers from organizations,
student or independent volunteers, and government-appointed or
statutory volunteers. Volunteers of whatever type can cause
anxiety, resistance, and even resentment among regular staff of an
institution. Volunteers are not simply "free help," but require
administration, training, and oversight -- which can distract
regular employees from work they consider more important and
interesting, and use up departments' resources. The transitional
nature of volunteers, their ignorance of institutional and
occupational concerns of the regular staff, and their lack of
professionalism can cause disruptions and personnel problems in
parts of an institution. The authors advise the top administrators,
"The intrusive evangelism of student volunteers can be threatening
not only to professional supervisors, but to the entire hospital
staff as well, from the attendant to the top administrator." While
recognizing the problems which may be caused by volunteers,
especially younger ones, the authors point out the worth of
volunteers to the hospital despite the potential problems they
bring. Overall, the different types of volunteers "improve the
physical and social environment" of the workplace, "make direct and
beneficial contacts with chronic patients," and often "establish
true innovations." After discussing the pros and cons of volunteers
and providing detailed guidance on how to manage volunteers so as
to minimize potential problems, the authors advise the
administrator and his or her staff how to regard volunteers. "Both
staff and administrator must constantly keep in mind that
volunteers are not personally helping them [word in italics in
original], but are helping the patients or the community." Along
with the technical management and administrative guidance, such
counsel is clearly relevant and important in keeping perspective on
the matter of volunteers.
The treatment of volunteers in a medical institution exemplifies
the comprehensive, empathetic, and experienced treatment of all the
subjects. Personnel -- whether professional, clerical, service, or
volunteer -- is obviously a major concern of any institution and
change in it. The structure of an institution is another crucial
concern. This is addressed under the heading "decentralization
through unitization." In the context of a large public medical
facility, decentralization "involves breaking up the institution
into semiautonomous units...; each of which is like a small
community health center in that it is responsible for serving a
specific part of the community." As with the subject of volunteers,
the authors treat this subject of the structure of the institution
by examining its various sides, discussing related personnel and
administrative matters, relating instructive anecdotes from their
own experience, and in the end, offering relevant and practical
advice and actions whose sense is apparent to the reader by this
point.
Recognizing that the authors have faced many of the same
situations, decisions, pressures, challenges, and aims as they
have, top hospital and public-health administrators will no doubt
adopt many of the authors' recommendations for managing the process
of change. The content of the book as well as its style (which is
obviously meant to be helpful, sympathetic, and realistic) offers
the reader not only resolutions, but also encouragement. The top
hospital administrators and their staff, who are the main audience
for "Dynamics of Institutional Change," will not find a better
study and handbook to help them through the changes their
institutions are being called upon to undergo to deal with the
health concerns and problems of today's society.
Milton Greenblatt, M.D. was Commissioner of the Massachusetts
Department of Mental Health, Professor of Psychiatry at Tufts
University School of Medicine, and Lecturer in Psychiatry at
Harvard Medical School and Boston University School of Medicine.
Myron R. Sharaf, Ph. D. was Associate Area Director of Boston State
Hospital and Assistant Professor of Psychology at Tufts University
School of Medicine.
Evelyn M. Stone served as Executive Editor for the Massachusetts
Department of Mental Health.
*********
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