/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240702.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 2, 2024, Vol. 28, No. 183 Headlines 1 STOP MONEY: Case Summary & One Unsecured Creditor 11824 OCEAN PARK: Claims to be Paid From Revenue & Contributions 45 CHURCH STREET: Case Summary & Three Unsecured Creditors ACCENT ON BODY: Hires Calaiaro Valencik as Legal Counsel AGEAGLE AERIAL: Inks $1.89MM Deal to Purchase Future Receipts AIRSPAN NETWORKS: Bankruptcy Court Confirms Reorganization Plan ALL IN ONE LAND: Jennifer McLemore Named Subchapter V Trustee ALLIANCE RESOURCE: S&P Raises ICR to 'BB-', Off Watch Positive ALROSE ALLEGRIA: Trustee Seeks Court Nod to Sell Assets by Auction AMERICAN ACRYLIC: Hires Gregory K. Stern P.C. as Counsel AMERICAN ACRYLIC: Hires Maxson Mago as Special Counsel ASHFORD HOSPITALITY: Cuts Debt to $98MM With One Ocean Resort Sale ASPIRA WOMEN'S: CEO Nicole Sandford Takes Interim CFO Role ASTER HARDWOODS: Unsecureds Will Get 100% of Claims in Plan AULT ALLIANCE: 5 of 6 Proposals Approved at Annual Meeting AZURITY PHARMACEUTICALS: Moody's Affirms 'B2' CFR, Outlook Stable BAKERS RESIDENTIAL: Unsecureds Will Get 20% of Claims in Plan BEN'S CREEK: Asks Court to Approve Bid Rules for Asset Sale BEND ARCH: Seeks Court Nod to Sell Stake in Texas Oil Wells BEYOND AIR: Inks First Amendment to Loan Pacts With Avenue Lenders BEYOND AIR: Reports Q4 and 2024 Results, Provides Corporate Update BIOTRICITY INC: Reports Net Loss of $14.9M in FY Ended March 31 BLACKBERRY LTD: Releases First Quarter Fiscal Year 2025 Results BOURLAND PROPERTIES: Hires Marshall A. Entelisano P.C. as Counsel BOWFLEX INC: Plan Exclusivity Period Extended to September 3 BRIGANTI ENTERPRISE: Unsecureds Will Get 5% over 60 Months BRIGHT MOUNTAIN: W. Kip Speyer Retires as Chairman and Director BURLINGTON COAT: Moody's Alters Outlook on 'Ba2' CFR to Positive CAMS AUTO: Unsecured Creditors Will Get 100% of Claims in Plan CANO HEALTH: Court Okays Reorganization Plan, Exits Chapter 11 CCC INTELLIGENT: S&P Upgrades ICR to 'BB-' on Deleveraging CENSO LLC: Rental Income to Fund Plan Payments CHARLIE'S HOLDINGS: Board Committee Engages Urish Popeck as Auditor CLEAN ENERGY: Secures $12 Million Loan for Vermont Biogas Facility CLICKED AI: Mark Dennis of SL Biggs Named Subchapter V Trustee COMMSCOPE HOLDING: Declares Dividend on Series A Preferred Stock CORETEC GROUP: Moves Toward Closing Share Exchange With Core Optics CPI CARD: Moody's Affirms 'B2' CFR, Outlook Stable CRYPTO CO: Secures Additional $72,500 Financing From AJB Capital CYANOTECH CORPORATION: Incurs $5.27M Net Loss in FY Ended March 31 DARE BIOSCIENCE: To Effect 1-for-12 Reverse Common Stock Split DEVSAI LLC: Gary Murphey Named Subchapter V Trustee DIGITAL ALLY: Grosses $2.9 Million From Private Placement DIOCESE OF OGDENSBURG: Plan Exclusivity Period Extended to Oct. 11 DOMTAR CORP: Fitch Lowers Rating to 'BB-', Outlook Stable DR. ERNIE F SOTO: Tarek Kiem Named Subchapter V Trustee EAGLEVIEW TECHNOLOGY: S&P Lowers ICR To 'CCC' on Free Cash Flow EIGER BIOPHARMACEUTICALS: Hires Meland Budwick, P.A. as Counsel EL DORADO: Trustee Hires Energy Advisors as Marketing Advisor EMERGENT BIOSOLUTIONS: S&P Lowers ICR to 'CCC', Off Watch Negative ENERFLEX LTD: S&P Alters Outlook to Positive, Affirms 'BB-' ICR ENSERVCO CORP: Majority Stockholders Take Action by Written Consent ETTA SCOTTSDALE: $4.050M Sale to InKind Cards to Fund Plan EVOFEM BIOSCIENCES: Files Amended Certificate With Delaware State EXPRESS INC: Completes Sale of Assets to Phoenix Retail, EXPWHP FARADAY FUTURE: Request to Continue Listing Approved by Nasdaq FOUNDATION BUILDING: Moody's Affirms 'B2' CFR, Outlook Stable FREEDOM WIND: Examiner Hires Nicholson Devine LLC as Counsel GRESHAM WORLDWIDE: Signs Merger Agreement With Ault Disruptive HAWAIIANMILES LOYALTY: Moody's Rates New Senior Secured Notes 'B2' HEALTHLYNKED CORP: Promotes Bill Crupi to Chief Operating Officer HIGH WIRE: Sells Tech Enablement Biz to ServicePoint for $11.2MM HOPEMAN BROTHERS: Case Summary & 20 Largest Unsecured Creditors HORIZON INTERIORS: Stephen Darr Named Subchapter V Trustee INFINITE PROPERTIES: U.S. Trustee Unable to Appoint Committee INVITAE CORPORATION: Committee Says Plan Fatally Flawed KAH HOSPICE: S&P Rates New $2.142BB First-Lien Term Loan B 'B' KALO CLINICAL: Claims to be Paid From Disposable Income KOKOMO KEY: Hires Carlton Fields as Special Counsel L'ADRESSE LLC: Updates Classes 2 & 3 Secured Claims; Amends Plan LABRUZZO WOODLANDS: Hires Moody and Associates as Engineer LEWISBERRY PARTNERS: Seeks to Sell Kingswood Property for $307,000 LILIUM N.V.: One Proposal Approved at Extraordinary General Meeting LLT MANAGEMENT: Legal-Bay Comments on Prepack Bankruptcy LOUISIANA FIRE: Ryan Richmond Named Subchapter V Trustee LRS HOLDINGS: Moody's Cuts CFR & Secured First Lien Debt to Caa1 LSF12 BADGER: S&P Alters Outlook to Negative, Affirms 'B' ICR MAGNITE INC: Moody's Affirms 'B2' CFR & Alters Outlook to Positive MARYMOUNT UNIVERSITY: S&P Lowers 2015A-B Bond Rating to 'BB-' MILWAUKEE INSTRUMENTS: Hires Williams Overman as Accountant NATUS MEDICAL: S&P Alters Outlook to Negative, Affirms 'B' ICR NORTHERN DYNASTY: 4 of 5 Proposals Passed at Annual Meeting NUO THERAPEUTICS: Grosses $151,200 From Warrant Exercise NUZEE INC: Reveals Board Committees Composition ORGENESIS INC: All Three Proposals Approved at Annual Meeting PAC BUILD: Case Summary & 20 Largest Unsecured Creditors PALATIN TECHNOLOGIES: All Four Proposals Passed at Annual Meeting PIECEMAKERS: Mark Sharf Named Subchapter V Trustee PIONEER HEALTH: Hires Baum Glass Jayne Carwile as Special Counsel PREMIER LANDSCAPING: Hires Richard S. Gross as Special Counsel PRIEST ENTERPRISES: Unsecureds to Split $100K over 60 Months PRR 200 LLC: Amends Plan to Include Tax Claim Pay Details PURDUE PHARMA: Beasley Allen Statement on Supreme Court Ruling QSR STEEL: George Purtill Named Subchapter V Trustee REKOR SYSTEMS: Expects $5.145MM From Warrant Exercise Deal RIDGELINE CAPITAL: Hires Michael Jay Berger as Counsel ROBERTSHAW US: Unsecured Creditors Will Get 40% of Claims in Plan ROMANCE WRITERS: Hires Raines Feldman Littrell as Co-Counsel ROOFSMITH RESTORATION: Hires Newpoint as Financial Advisor RYVYL INC: Min Wei Quits as Chief Operating Officer SAFFRON ENTERPRISES: Hires Bisom Law Group as Legal Counsel SALO ENTERPRISE: Unsecureds Owed $5K+ to Get 3.85% in 60 Months SALT LIFE: Case Summary & 30 Largest Unsecured Creditors SANDVINE L.P.: S&P Withdraws 'CCC-' Issuer Credit Rating SANUWAVE HEALTH: Terminates Merger Agreement with SEP Acquisition SCILEX HOLDING: Board OKs up to 10% Dividend of Ownership in Semnur SEASONAL LANDSCAPE: Ira Bodenstein Named Subchapter V Trustee SENMIAO TECHNOLOGY: Incurs $4.23-Mil. Net Loss in FY Ended March 31 SHANGRI-LA DEVELOPMENT: Hires Greenberg Glusker as Counsel SIENTRA INC: Fine-Tunes Plan Documents SINGING MACHINE: Inks 1.08MM Stock Purchase Deal With Ascendiant SMC ENTERTAINMENT: Closes Acquisition of ChainTrade's Platform SMITH MICRO: Registers 2.04MM Common Shares for Resale SMITH MICRO: Registers 3MM Additional Shares for Incentive Plan SOCAL CLIMATE: Unsecureds to Get $13K per Month for 60 Months SPECTRUM GROUP: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable SURGE TRANSPORTATION: Amends Unsecured Claims Pay Details TOMMY'S FORT: Court OKs Appointment of Chapter 11 Trustee TOMMY'S FORT: U.S. Trustee Appoints Creditors' Committee TRINSEO PLC: All Six Proposals Passed at Annual Meeting TRINSEO PLC: Declares $0.01 Dividend for July TROJAN EV: Hires Patterson & Sheridan LLP as Special Counsel US CONSOLIDATED: Hires Amann Burnett PLLC as Special Counsel VALCOUR PACKAGING: S&P Raises ICR to 'CCC+' on Debt Restructuring VECTOR UTILITIES: Unsecureds to Get $6K per Month for 120 Months VIAVI SOLUTIONS: Moody's Confirms 'Ba2' CFR, Outlook Stable VIDEO RIVER: Hires Olayinka Oyebola & Co. as New Auditor WESTERN RISE: Hires Kutner Brinen Dickey as Counsel WINDSOR TERRACE: Plan Exclusivity Period Extended to July 20 WISA TECHNOLOGIES: Says it Has Regained Nasdaq Listing Compliance WJH ELM: Seeks Court Nod to Sell Somerville Property for $1.9MM [] Cohn & Dussi Welcomes Two New Associate Attorneys [^] Large Companies with Insolvent Balance Sheet ********* 1 STOP MONEY: Case Summary & One Unsecured Creditor --------------------------------------------------- Debtor: 1 Stop Money Shop LLC 1336 Lagrange Downs Rd Cordova, TN 38018 Business Description: 1 Stop Money Shop is the owner of real property located at 8040 W. Torino Ave, Las Vegas, NV 89113 valued at $1.3 million. Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-13241 Debtor's Counsel: Michael J. Harker, Esq. LAW OFFICES OF MICHAEL J. HARKER 2901 El Camino Ave Suite 200 Las Vegas, NV 89102 Tel: 702-248-3000 Fax: 702-425-7290 Email: notices@harkerlawfirm.com Total Assets: $1,355,300 Total Liabilities: $1,002,710 The petition was signed by Tamara Dashawn Edwards, manager. The Debtor listed Finix Capital Funding LLC located at 9625 4th Ave, 2nd Floor, New York, NY 11209, as its sole unsecured creditor holding a claim of $37,710. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IGNZ4CI/1_STOP_MONEY_SHOP_LLC__nvbke-24-13241__0001.0.pdf?mcid=tGE4TAMA 11824 OCEAN PARK: Claims to be Paid From Revenue & Contributions ---------------------------------------------------------------- 11824 Ocean Park Partners, LLC, submitted a First Amended Disclosure Statement describing Amended Plan of Reorganization dated June 13, 2024. The Debtor was formed in the State of California on April 17, 2019, for the sole purpose of acquiring, owning and operating a real property located at 11824 Ocean Park Blvd., Los Angeles, CA 90064 (the "Property"). Prepetition, the Debtor had completed work on two of the three additional dwelling units ("ADUs"). By the time the Chapter 11 case was filed, the ADUs had been completed for several months but the Debtor has not been able to obtain a final inspection due to the DWP's failure to send out crews to hook up the new electrical switch equipment. It took two different electrical subcontractors to get the 600-amp panel installed and ready for DWP hook up. As of May 31, 2024, the Debtor completed the electrical blueprints. The Debtor's electrical subcontractor submitted the blueprints to the Los Angeles Department of Building and Safety ("LADBS") through the express permit application on June 4, 2024. The Debtor anticipates that the blueprints will be approved by late June as the process usually takes two to four weeks for the plans to be approved on an express basis. Once the blueprints have been approved, the Debtor can arrange for a final inspection with DWP. The Debtor is proposing to start construction on the third ADU 60 days after the confirmation of the Plan, estimated as January 2025. The Debtor believes that the completion of the construction will take 120 days, estimated as May 2025, it will obtain the certificate of occupancy by June 2025, and the ADU will be ready to rent by July 2025. The expedited construction timeline is based on (1) the ADU will be a small unit and relatively simple structure; and (2) it has already been planned and approved by the City of Los Angeles. The Debtor believes that the construction will cost approximately $300,000 for the final ADU. The construction costs are included in the Debtor's Projections and will be funded by equity contributions from the Debtor's principal and from BRONZETREE TERRACES, LLC. The Debtor believes that the ADU will lease very quickly as the demand is very high for brand new ADU units in the area. The Debtor is projecting that the operations from the Property and cash flow will stabilize in year 2. The Debtor is also projecting that storage units will be added in the foreseeable future, and they will generate significant revenue during the Plan term. The Projections show that the Debtor will be cash flow negative during the Plan. As such, the Debtor's principals will make equity contributions each month to offset the deficiencies from the expenses and plan payments. The Debtor is projecting that the Property will increase in value of more than $1,000,000, at a 5.0% CAP rate within five years of the estimated Effective Date. Pursuant to the declarations of Ronald Meer and the Managing Member of BRONZETREE TERRACES, LLC, these parties have sufficient resources and means to make the contributions through the Plan term and beyond, if necessary. Class 5 consists of General Unsecured Claims. In the present case, the Debtor estimates that general unsecured debts total approximately $41,530. Claimants in this class will be paid in full over 36 months at 0% interest, or $1,153.61/month. Payments pursuant to the Plan will begin on the Effective Date and will continue each calendar month, due by the 15th of the month. This Class is impaired. The Plan will be funded with the revenue generated from the Property and contributions from the Debtor's principal, Ronald Meer, and BRONZETREE TERRACES, LLC. A full-text copy of the First Amended Disclosure Statement dated June 13, 2024 is available at https://urlcurt.com/u?l=GznLCE from PacerMonitor.com at no charge. Attorneys for the Debtor: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RHM Law, LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: roksana@RHMFirm.com matt@RHMFirm.com About 11824 Ocean Park Partners 11824 Ocean Park Partners LLC was formed in the State of California on April 17, 2019, for the sole purpose of acquiring, owning and operating a real property located at 11824 Ocean Park Blvd., Los Angeles, CA 90064 (the "Property"). The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16465) on October 3, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Ronald L. Meer as president of Bear Capital Partners, Inc., the Managing Member of Ocean Park Manager, LLC, the Managing Member of the Debtor, signed the petition. Judge Deborah J. Saltzman oversees the case. RHM LAW, LLP serve as the Debtor's legal counsel. 45 CHURCH STREET: Case Summary & Three Unsecured Creditors ---------------------------------------------------------- Debtor: 45 Church Street, LLC 45 Church Street Gardiner, Maine 04345 Case No.: 24-10134 Business Description: 45 Church Street is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court District of Maine Debtor's Counsel: Fred W. Bopp, III, Esq. BOPP & GUECIA 121 Main Street Yarmouth ME 04096 Tel: 207-846-6111 Email: fbopp@boppguecia.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Mattson, sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HIKZ3VA/45_Church_Street_LLC__mebke-24-10134__0001.0.pdf?mcid=tGE4TAMA ACCENT ON BODY: Hires Calaiaro Valencik as Legal Counsel -------------------------------------------------------- Accent on Body Cosmetic Surgery, P.C. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as legal counsel. The firm will provide these services: (a) prepare the bankruptcy petition and attendance at the meeting of creditors; (b) represent the Debtor in relation to negotiating an agreement on cash collateral; (c) represent the Debtor in relation to acceptance or rejection of executory contracts; (d) advise the Debtor regarding its rights and obligations during the Chapter 11 case; (e) represent the Debtor in relation to any motions to convert or dismiss this Chapter 11; (f) represent the Debtor in relation to any motions for relief from stay filed by any creditors; (g) prepare the plan of reorganization; (h) prepare any objection to claims in the Chapter 11; and (i) represent the Debtor in general. The firm will be paid at these rates: Donald R. Calaiaro, Partner $450 per hour David Z. Valencik, Partner $375 per hour Andrew K. Pratt, Partner $325 per hour Paralegals $100 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $5,000. Mr. Valencik disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Z. Valencik, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Tel: (412) 232-0930 Fax: (412) 232-3858 Email: dvalencik@c-vlaw.com About Accent on Body Cosmetic Surgery, P.C. The Debtor offers cosmetic surgery specializing in breast augmentation, rhinoplasty, facelift surgery, liposuction and body contouring. Accent on Body Cosmetic Surgery, P.C. in Pittsburgh, PA, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 24-21485) on June 17, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Dr. James Fernau as president, signed the petition. CALAIARO VALENCIK serve as the Debtor's legal counsel. AGEAGLE AERIAL: Inks $1.89MM Deal to Purchase Future Receipts ------------------------------------------------------------- AgEagle Aerial Systems Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into an Agreement for the Purchase and Sale of Future Receipts with a commercial lender pursuant to which the Buyer purchased $1,890,000 in future receipts of the Company at the discount price of $1,312,500. The Future Receipts Agreement was effective as of June 20, 2024. The Purchased Amount is remitted in weekly installments in the amount of $67,500 until the Purchased Amount has been satisfied. The Company intends to use the proceeds for working capital and general corporate purposes. A copy of the Future Receipts Agreement is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/8504/000149315224025256/form8-k.htm About AgEagle Headquartered in Wichita, Kansas, AgEagle Aerial Systems Inc., through its wholly owned subsidiaries, is actively engaged in designing and delivering best-in-class drones, sensors and software that solve important problems for our customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced, autonomous unmanned aerial systems ("UAS") which drive revenue at the intersection of flight hardware, sensors and software for industries that include agriculture, military/defense, public safety, surveying/mapping and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, including earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight ("BVLOS") and/or Operations Over People ("OOP") in the United States, Canada, Brazil and the European Union and being awarded Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense. Visit www.ageagle.com for more information. Orlando, Florida-based WithumSmith+Brown, PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations in excess of its current cash position, and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern. AIRSPAN NETWORKS: Bankruptcy Court Confirms Reorganization Plan --------------------------------------------------------------- Airspan Networks Holdings Inc. -- a provider of ground-breaking, disruptive software and hardware for 5G networks and a pioneer in end-to-end Open RAN, private network and air-to-ground connectivity solutions -- said the United States Bankruptcy Court for the District of Delaware has confirmed its Plan of Reorganization, positioning the Company for long-term success with a strengthened balance sheet and greater financial flexibility. Under the terms of the confirmed Plan, Airspan will receive up to $95 million in equity financing, as well as access to a $20 million undrawn line of credit. In addition, Airspan's existing funded debt will be eliminated. The financial restructuring is expected to be completed in the coming weeks upon receiving final regulatory consents and satisfying certain customary closing conditions, and Airspan will become a private company majority-owned by affiliates of Fortress Investment Group. "We are pleased to have achieved this important milestone," said Glenn Laxdal, President and Chief Executive Officer of Airspan. "During the restructuring process, our team was fully focused on serving our customers and partners worldwide, and we will emerge from the process as a stronger company positioned to execute our strategic plan. We thank our employees, customers and vendors for their continued support, and look forward to Airspan's exciting future." About Airspan Networks Holdings Inc. Airspan Networks Holdings Inc. is a U.S.-based provider of groundbreaking, disruptive software and hardware for 5G Networks, and a pioneer in end-to-end Open RAN solutions that provide interoperability with other vendors. As a result of innovative technology and significant R&D investments to build and expand 5G solutions, Airspan believes it is well-positioned with 5G indoor and outdoor, Open RAN, private networks for enterprise customers and industrial use applications, fixed wireless access (FWA), Air-To-Ground, Neutral Host Networks and Utilities solutions to help mobile network operators of all sizes deploy their networks of the future, today. With over one million cells shipped to 1,000 customers in more than 100 countries, Airspan has global scale. On the Web: http://www.airspan.com/ Airspan Networks sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10621) on March 31, 2024. In the petition filed by Glenn Laxdal, as president and chief executive officer, the Debtor reports total assets as of Sept. 30, 2023 amounting to $58,965,000 and total debts as of Sept. 30, 2023 of $176,745,000. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. Dorsey & Whitney LLP is serving as legal counsel to Airspan. VRS Restructuring Services, LLC is serving as Airspan's financialadvisor and Intrepid Investment Bankers LLC is serving as Airspan's investment banker. Epiq is the claims agent. ALL IN ONE LAND: Jennifer McLemore Named Subchapter V Trustee ------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Jennifer McLemore, Esq., at Williams Mullen as Subchapter V trustee for All in One Land Concepts, LLC. Ms. McLemore will be paid an hourly fee of $530 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. McLemore declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jennifer M. McLemore, Esq. Williams Mullen 200 South 10th Street, Suite 1600 Richmond, VA 23219 (804) 420-6330 Email: jmclemore@williamsmullen.com About All in One Land Concepts All in One Land Concepts, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-60644) on June 18, 2024, with $100,001 to $500,000 in both assets and liabilities. Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C. represents the Debtor as legal counsel. ALLIANCE RESOURCE: S&P Raises ICR to 'BB-', Off Watch Positive -------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Alliance Resource Partners L.P. to 'BB-' from 'B+' and removed it from CreditWatch, where S&P placed it May 29, 2024, with positive implications. At the same time, S&P assigned its 'BB-' issue-level rating to the company's new $400 million of senior unsecured notes. The stable outlook reflects S&P's expectation that, over the next 12 months, Alliance should maintain leverage comfortably below its 2x-3x expectation for the rating. S&P said, "Our upgrade of Alliance follows the company's issuance of $400 million of senior unsecured notes and extension of its maturity profile. The transaction pushes out a large maturity to 2029 from 2025 and increases debt by $115 million. The company will use proceeds to repay its outstanding $285 million senior unsecured notes and for general corporate purposes, which could include expanding its oil and gas mineral rights business. The transaction will increase S&P Global Ratings-adjusted debt to about $740 million from $622 million as of year-end 2023; this translates to adjusted leverage increasing to about an expected 1x in 2024 from 0.6x in 2023. "We expect moderating coal prices and stable production over the next 12 months will support leverage comfortably below 3x. Alliance has contracted about 90% of its 2024 production and about 45% of its 2025 production. We expect volumes to remain stable over the next 12 months at about 34.5 million short tons and gradually increase above 36 million tons as it completes ongoing capital expenditure (capex) projects. We believe utility customers' coal-fired power plants will continue to be a source of energy over the medium term. Still, the utility industry's reliance on coal generation has decreased about 60% over the past decade, and we expect many North America investor-owned utilities will close their remaining coal generation by 2035. We anticipate export markets will become more significant to Alliance's commercial strategy in the coming years, as it is for several U.S. thermal coal peers. Developing countries in the Middle East, North Africa, and Asia continue to build coal-fired power generation sites, offsetting retirements in developed countries. "We expect Alliance's ongoing investment strategy should gradually diversify earnings away from thermal coal production in the U.S. We expect EBITDA from the oil and gas related segment to gradually increase and become a larger share of overall EBITDA. This will come from earnings growth in the company's mineral rights portfolio and from moderating earnings as coal prices trend down from the peaks in 2021 and 2022. "We also expect the company to continue its flexible approach to shareholder distributions. Alliance in our view will maintain its conservative financial policy by balancing investment in its business through capex projects and land acquisitions, with shareholder returns based on free cash flow. We expect higher capital spending over the coming 12 months of about $525 million, with about $450 million focused on its coal operations including minerals spending. The stable outlook reflects S&P's expectation that over the next 12 months Alliance should maintain leverage comfortably below its 2x-3x expectations for the rating, supported by moderating coal prices and stable production. S&P could lower its ratings on Alliance if it sustains debt to EBITDA above 3x. This could arise if: -- The company uses debt to fund additional discretionary spending. -- U.S. domestic thermal coal markets shrink faster than considered in S&P's base case, with a declining production profile in the coming years. While S&P views this as unlikely over the next 12 months given the secular decline of coal-fired power in the U.S., it could raise its ratings on Alliance if the company: -- Significantly diversifies away from U.S. domestic coal markets by expanding its business in the oil and gas market or competitively shifts production toward export markets with a longer demand profile. -- Sustains lower leverage through sustained debt reduction. ALROSE ALLEGRIA: Trustee Seeks Court Nod to Sell Assets by Auction ------------------------------------------------------------------ Kenneth Silverman, the official administering the Allegria Creditor Trust, asked the U.S. Bankruptcy Court for the Southern District of New York for authority to sell assets by public auction. The assets up for sale include real properties owned by entities that Allen Rosenberg, a former majority interest holder of Alrose Allegria, LLC, wholly owns. Also included in the sale is Mr. Rosenberg's stake in some of the properties. The sale will be held via a live online public auction platform on Maltz Auctions Inc.'s online bidding App available for download in the App Store or on Google Play; and via desktop bidding at RemoteBidding.MaltzAuctions.com on a date to be determined by the creditor trustee. All qualified bidders must pre-register via the broker's online bidding App. Announcements will take place by posting on the broker's website at least 30 days prior to the auction. In order to participate at the auction, each bidder must deliver to the broker an executed copy of Terms of Sale, and must remit the deposit. The winning bidder and the back-up bidder will be selected at the auction. Within 48 hours after conclusion of the auction, the winning bidder must deliver to Rimon P.C. an amount equal to 10% of the winning bid (minus the initial deposit), and the buyer's premium. The sale is subject to a buyer's premium in the amount of 5% of the gross sales price of the properties. The buyer's premium will be added to the final sale price and payable by the winning bidder. The sale is expected to be completed within 30 days after its approval by the bankruptcy court. A court hearing is scheduled for July 16. Responses to the sale are due by July 9. About Alrose Allegria Alrose Allegria LLC operated the Allegria Hotel, a nine-story, 143-key mid-rise full-service boutique hotel located on the beachfront at 80 W. Broadway, Long Beach, New York. The Allegria Hotel property contained approximately 136,000 gross square feet and included a ballroom, meeting space, fitness center, restaurant, lounge and piano bar. Alrose King David LLC was the owner of real property, including the building, fixtures and improvements thereon, located at 80 W. Broadway, Long Beach, New York, on which the Allegria Hotel was located. Alrose King David LLC is a special entity established by the Alrose Group to own the 143-room, beachfront hotel property called the Allegria Hotel & Spa in Long Beach, Long Island. In July 2011, a unit of the Alrose Group, Alrose King David, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn. Alrose King David won approval of its reorganization plan in March 2012. Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y., Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10 million to $50 million in assets and $1 million to $10 million in debt. Allen Rosenberg, managing member of Alrose Allegria and president of the Alrose Group, signed the bankruptcy petition. The Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York, as counsel. Alrose King David again filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10536) on March 4, 2016. The petition was signed by Allen Rosenberg as managing member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Foley & Lardner, LLP represents the Debtor as counsel. AMERICAN ACRYLIC: Hires Gregory K. Stern P.C. as Counsel -------------------------------------------------------- American Acrylic, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory K. Stern, P.C. as counsel. The firm's legal services include: (a) reviewing assets, liabilities, loan documentation, executory contracts and other relevant documentation; (b) preparing list of creditors, list of 20 largest unsecured creditors, schedules and statement of financial affairs; (c) giving the Debtor legal advice with respect to its powers and duties in the operation and management of its financial affairs; (d) assisting the Debtor in the preparation of schedules, statement of affairs and other necessary documents; (e) preparing legal papers; (f) negotiating with creditors and other parties in interest, attending court hearings, meetings of creditors and meetings with other parties in interest; (g) reviewing proofs of claim and solicitation of creditors' acceptances of plan; and (h) performing other legal services. The firm will be paid at these rates: Gregory K. Stern, Esq. $650 per hour Dennis E. Quaid, Esq. $550 per hour Monica C. O'Brien, Esq. $550 per hour Rachel S. Sandler, Esq. $400 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor an advance payment of $25,000. As disclosed in court filings, Gregory K. Stern, P.C. is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. GREGORY K. STERN, P.C. 53 West Jackson Boulevard, Suite 1442 Chicago, IL 60604 Phone: (312) 427-1558 Email: greg@gregstern.com dquaid3@gmail.com monica@gregstern.com rachel@gregstern.com About American Acrylic, LLC American Acrylics LLC -- https://www.AmericanAcrylics.com -- established in 1973, American Acrylics offers terrific services in producing quality machined parts. We cut acrylic, acrylic mirror, Plexiglass, Lucite both cast & extruded plastics as well as styrene, styrene mirror & polypropylene. American Acrylics LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08049) on May 31, 2024. In the petition filed by Gregory DeGreef, as manager, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by Gregory K Stern, Esq. at Gregory K. Stern, P.C. AMERICAN ACRYLIC: Hires Maxson Mago as Special Counsel ------------------------------------------------------ American Acrylic, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Maxson, Mago & Macaulay, LLP as special counsel. The Debtor needs the firm's legal assistance in connection with a case pending in the Circuit Court of Cook County, captioned as Scobie Partnership v. American Acrylics, LLC, Case No. 2024 M2 00876. The firm will be paid at these rates: Mark Shure 500 per hour Susan Stoddard $300 per hour The firm will be paid a retainer in the amount of $15,000. In addition, the firm will seek reimbursement for its out-of-pocket expenses. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark Shure, Esq. Susan Stoddard, Esq. 77 W. Wacker Drive 45th Floor Chicago, IL 60601 Tel: (312) 238-9200 About American Acrylic, LLC American Acrylics LLC -- https://www.AmericanAcrylics.com -- established in 1973, American Acrylics offers terrific services in producing quality machined parts. We cut acrylic, acrylic mirror, Plexiglass, Lucite both cast & extruded plastics as well as styrene, styrene mirror & polypropylene. American Acrylics LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08049) on May 31, 2024. In the petition filed by Gregory DeGreef, as manager, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by Gregory K Stern, Esq. at Gregory K. Stern, P.C. ASHFORD HOSPITALITY: Cuts Debt to $98MM With One Ocean Resort Sale ------------------------------------------------------------------ Ashford Hospitality Trust, Inc. announced on June 27, 2024, that it has closed on the sale of the 193-room One Ocean Resort located in Atlantic Beach, Florida. All proceeds from the sale will be used for debt reduction and general corporate purposes. With the closing of the sale, the Company's net debt to gross assets now stands at approximately 66%, a 400 basis point reduction from the beginning of the year. The balance on the Company's strategic financing now stands at approximately $98 million, and the Company has raised approximately $139 million in gross proceeds from the sale of its non-traded preferred stock. The Company continues to have additional assets in the market at various stages of the sales process. About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. As of March 31, 2024, the Trust had $3.54 billion in total assets against $3.67 billion in total liabilities. * * * Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. On March 6, 2024, the Company sold the Residence Inn Salt Lake City in Salt Lake City, Utah for $19.2 million in cash. As reported by the TCR on April 22, the Company closed on the sale of the 390-room Hilton Boston Back Bay in Boston, Massachusetts for $171 million, on April 29 it has closed on the sale of the 85-room Hampton Inn in Lawrenceville, Georgia for $8.1 million, on May 27, Ashford closed $267M refinancing of the mortgage loan for the 673-room Renaissance Hotel in Nashville, Tennessee, which had a final maturity date of March 2026. On June 14, the Company has closed on the sale of the 90-room Courtyard located in Manchester, Connecticut for $8 million. ASPIRA WOMEN'S: CEO Nicole Sandford Takes Interim CFO Role ---------------------------------------------------------- Aspira Women's Health Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 27, 2024, the Compensation Committee of the Company determined that a personal civil matter interfered with Dr. Torsten Hombeck's ability to continue to serve as the Company's Chief Financial Officer. The civil matter is unrelated to the Company, its business affairs, internal controls or its financial statements. The Company has notified Dr. Hombeck that such termination has been made for "cause," as defined in his employment agreement with the Company dated May 16, 2023, as amended. As a result, the Company does not believe it is required to make any further payments to Dr. Hombeck, other than payment of salary for the days worked in the current pay period through June 28, 2024. On the same date, Nicole Sandford, the Company's Chief Executive Officer, has taken over Dr. Hombeck's duties on an interim basis until a search for his replacement is completed. Nicole Sandford, age 53, has served as the Company's Chief Executive Officer since March 2022. Ms. Sandford brings more than three decades of executive and leadership experience to the role as an innovator, business leader and sought-after advisor to CEOs and Boards on strategy, operations, human capital, governance, and risk. Prior to joining the company, Ms. Sandford was the Executive Vice President of Ellig Group, a boutique human capital and strategy consultancy. Before that she spent over 27 years with global consultancy, Deloitte, where she launched new ventures, transformed underperforming practices, and led mature businesses including the firm's flagship Regulatory and Operational Risk practice. She started her career with Deloitte as an auditor specializing in high-growth global companies in the technology, healthcare and industrial sectors and advising on complex transactions including mergers and acquisitions, financings, and securities offerings. Ms. Sandford is a member of the Advisory Board for Ellig Group and an Emeritus Member of the Weinberg Center at the University of Delaware and the patient representative for the Greenwich Hospital Breast Cancer Accreditation Committee. She was previously the Board Chair of Girl Scouts of Connecticut, and Board Member of the Stamford Public Education Foundation. Ms. Sandford received her B.B.A in Accounting from Niagara University. The Committee has determined that based upon Ms. Sandford's extensive financial expertise and experience in leadership, including relevant experience as the Company's Chief Executive Officer, she has the qualifications and skills to serve as the Company's interim Chief Financial Officer. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases. OvaWatch and Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they provide the only comprehensive portfolio of blood tests to aid in the detection of ovarian cancer for the 1.2+ million American women diagnosed with an adnexal mass each year. OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian malignancy in women planned for surgery. Boston, Massachusetts-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 29, 2024, citing that Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. ASTER HARDWOODS: Unsecureds Will Get 100% of Claims in Plan ----------------------------------------------------------- Aster Hardwoods, LLC filed with the U.S. Bankruptcy Court for the Northern District of West Virginia a Subchapter V Plan dated June 11, 2024. The Debtor is a logging and land clearing business, operating since 2012. The Debtor is an Ohio Limited Liability Company, and the current sole shareholder is Michael Winland. In 2022, a dispute arose with a customer, Trumbull Corporation, and Trumbull withheld payment of over $400,000.00, severely crippling the Debtor's operations, eventually culminating with the filing of this bankruptcy. This dispute is subject to ongoing litigation in the Southern District of Ohio. If Debtor does make a recovery in its suit against Trumbull Corporation, it will dedicate those funds to pay towards the debts covered by this Plan. The Debtor shall submit all or such portion of the future income or other future income of the Debtor to the Plan as is necessary for the execution of the Plan. The estimated monthly average payment total $54,674.45. The estimated Plan payments total $3,280,467.09. The length of the Plan is 60 months. Class 7 consists of Non-Priority Unsecured Claims. Allowed non priority claims that are not separately classified will be paid pro rata. Payment of any dividend will depend on the amount of allowed secured and priority claims, payments to separately designated classes, and the total amount of all allowed unsecured claims. No payment will be made on non-priority unsecured claims until unsecured priority claims are paid in full. Non-Priority, Unsecured Creditors include Rinker Oil and Propane ($28,169.11); Perry & Associates ($3,310.00); Firelands Supply ($2,925.00); Dinsmore & Shohl ($37,579.13); Leslie Equipment ($9,503.46); DeLage Landen ($14,775.95); Kidwell Auto Parts, Inc. ($4,201.06); Tucker County Landfill ($17,492.99); Cellco Partnership ($3,720.12); Jesse Lombardi ($37,500.00); Ohio Dept. of Taxation ($25,853.23); and IRS ($1,455.94). This Class will receive a distribution of 100% of their allowed claims. A full-text copy of the Subchapter V Plan dated June 11, 2024 is available at https://urlcurt.com/u?l=iHVsJJ from PacerMonitor.com at no charge. Attorney for the Debtor: Kelly Gene Kotur, Esq. Davis & Kotur Law Office CO. LPA 407-A Howard Street Bridgeport, OH 43912 Tel: (740) 635-1217 Fax: (740) 633-9843 Email: kellykotur@davisandkotur.com About Aster Hardwoods, LLC Aster Hardwoods, LLC is a land clearing company founded in 2012. The Company can also do road building, demolition, and asbestos abatement. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W.V. Case No. 24-00118) on March 13, 2024. In the petition signed by Michael Winland, president/owner, the Debtor disclosed $6,832,418 in total assets and $4,039,300 in total liabilities. Judge David L. Bissett oversees the case. Kelly Gene Kotur, Esq., at Davis & Kotur Law Office Co. LPA, represents the Debtor as legal counsel. AULT ALLIANCE: 5 of 6 Proposals Approved at Annual Meeting ---------------------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 28, 2024, it held its 2024 Annual Meeting of Stockholders at which the stockholders: (1) elected Milton C. Ault, III, William B. Horne, Henry C. Nisser, Robert O. Smith, Jeffrey A. Bentz, and Mordechai Rosenberg as directors to hold office until the next annual meeting of stockholders; (2) ratifed Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024; (3) approved, pursuant to Rule 713(a) and (b) of the NYSE American, the exercise of the warrants to purchase the Company's Common Stock, which were issued pursuant to the Note Purchase Agreement dated Oct. 13, 2023; (4) approved, pursuant to Rule 713(a) and (b) of the NYSE American, the conversion of an aggregate of 75,000 shares of Series C Convertible Preferred Stock into Common Stock and warrants to purchase Common Stock, an increase of $25,000,000 beyond the original $50,000,000 for a total purchase price of up to $75,000,000, pursuant to an Amendment dated March 25, 2024 to the Securities Purchase Agreement dated Nov. 6, 2023; (5) approved the amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-two and not more than one-for-thirty-five at any time prior to June 27, 2025, with the exact ratio to be set at a whole number within this range as determined by the board of directors in its sole discretion; and (6) did not approve the Ault Alliance, Inc. 2024 Stock Incentive Plan. About Ault Alliance Ault Alliance, Inc. -- http://www.Ault.com-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Headquartered in Las Vegas, NV, Ault Alliance -- www.ault.com -- owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, and provides mission-critical products that support a diverse range of industries, including metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AZURITY PHARMACEUTICALS: Moody's Affirms 'B2' CFR, Outlook Stable ----------------------------------------------------------------- Moody's Ratings affirmed the ratings of Azurity Pharmaceuticals, Inc. including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 rating of the senior secured bank credit facilities. The outlook remains stable. The affirmation of the ratings reflects Moody's expectations that Azurity will benefit from its new product launches, which will allow to lessen late decade revenue erosion, when some products face patent challenges. The ratings affirmation also reflects Moody's expectation for Azurity's financial leverage to remain moderate, with the company focused on tuck-in acquisitions, along with sustained free cash flows bolstered by the company's asset-lite infrastructure. The stable outlook reflects Moody's view that Azurity will grow earnings in mid-single digit range over the next 12-18 months and maintain good liquidity. RATINGS RATIONALE Azurity's B2 Corporate Family Rating reflects its small size, with revenues of approximately $503 million, and high revenue concentration in several products, with top three drugs accounting for over 40% of company's net revenues. Azurity's Moody's adjusted financial leverage is moderate with debt/EBITDA of 4.3x as of March 31, 2024. Most of the products in Azurity's portfolio are promotionally-sensitive branded products, competing for share of prescriptions against significantly larger pharmaceutical companies. In addition, several large drugs in Azurity's portfolio will face patent challenges, over the next several years. However, Azurity's pipeline offers opportunities to accelerate revenue and earnings growth in 2024 and beyond. The rating is supported by good profit margins, cash flow and an asset-lite infrastructure relying on contract manufacturers. Azurity's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. Among social risk exposures (S-4, previously S-5) are regulatory and legislative efforts aimed at reducing drug prices, such as the Inflation Reduction Act. These dynamics relate to demographic and societal trends that are pressuring government budgets because of rising healthcare spending. Azurity faces governance risk (G-4) specifically related to financial strategy and risk management. Azurity's equity ownership creates the risk of aggressive financial policies that raise leverage and limits the independence of the company's board. Moody's expect Azurity to maintain good liquidity over the next 12 months. The company's cash levels were approximately $14 million as of March 31, 2024. Moody's expect that the company's annual free cash flow will be in the range of $50-$60 million over the next 12 months. Azurity's liquidity is further supported by a $60 million revolving credit facility, expiring in 2026, which was undrawn as of March 31, 2024. The revolver has a maximum total net leverage financial maintenance covenant and a minimum fixed charge coverage covenant. Moody's expect the company to maintain good covenant cushion over the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include improved product and geographic diversity, meaningful growth in scale, along with reduced exposure to patent challenges. Furthermore, the company will need to maintain strong liquidity, underpinned by sustained positive free cash flows along with conservative financial policies, such that debt/EBITDA is sustained below 3.0x, for us to consider an upgrade. Factors that could lead to a downgrade include significant pipeline setbacks, or negative developments on patent challenges to certain products. Additionally, debt/EBITDA sustained above 5.0x or weakening of liquidity, including sustained negative free cash flow, could result in a downgrade. Headquartered in Woburn, Massachusetts, Azurity Pharmaceuticals, Inc. is a manufacturer of primarily branded pharmaceutical drugs in the US with a portfolio of "unit-of-use" prescription compounding kits. The company generated revenue of approximated $503 million for the twelve months ended March 31, 2024. Azurity is majority owned by NovaQuest Private Equity. The principal methodology used in these ratings was Pharmaceuticals published in November 2021. BAKERS RESIDENTIAL: Unsecureds Will Get 20% of Claims in Plan ------------------------------------------------------------- Bakers Residential Experts Heating, Cooling, Plumbing, and Electrical, LLC filed with the U.S. Bankruptcy Court for the District of South Carolina an Amended Plan of Reorganization for Small Business dated June 11, 2024. The Debtor was organized on December 20, 2020, as Bakers Residential Experts Heating Cooling Plumbing Electrical LLC, a South Carolina limited liability company. Franklin Felton, Sr., is the 100% owner/member of the Debtor. In February 2021 the Debtor began operations to provide a full range of HVAC services, while also performing other plumbing and electrical needs. It considers itself to be a "full service" company meeting a broad range of residential and commercial needs. By August 2021 the work slowed down considerably. Over the next year the Debtor was able to better manage workflow, reduce employees and take other actions to better stabilize its workflow, including more effective use of the internet and marketing strategies. Unfortunately, the Debtor still had several MCA loans that it was dealing with that was adversely affecting its cash flow. Because the Debtor could not get all lenders to agree to a reasonable restructuring plan, it had no choice but to file for Sub-Chapter V bankruptcy relief in January 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of approximately $40,000 annually for a 60 month total of approximately $200,000 projected disposable income for plan payments. The final Plan payment is expected to be paid in July 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from future earnings. The Debtor does not anticipate that sales of assets or loan proceeds will be necessary for the continued operation and that the Debtor will be able to continue to operate based solely on its cash flow from future operations. Non-priority unsecured creditors holding allowed claims will receive distributions representing no less than the liquidation yield which the Debtor believes to be approximately 3% percent. The Debtor's Plan provides for an approximate 20% percent distribution to non-priority unsecured creditors. The Plan provides for the payment of administrative, priority, secured and unsecured claims. Class 3 consists of all non-priority unsecured claims. Class 3 claims will be paid 20% (rounded to the next dollar) of each allowed claim amount. The Debtor's principal, Franklin Felton, Sr., guaranteed many of the debts of this Class. By submitting a vote to ACCEPT this Plan, such Class 3 creditor consents and agrees to release Franklin Felton, Sr. from any and all liability to such creditor arising from Mr. Felton's personal obligations relating to such debt arising from his guarantee, to the extent a guarantee exists. The Debtor shall commence making an semi-annual payment to each creditor listed above, on a pro-rata basis, with the first payment being due six months after confirmation of the plan. Any Creditor whose total distribution amount is less than $500.00 may be paid in full during the pendency of the plan. The allowed unsecured claims total $990,080.72. This class is impaired. Class 5 consists of Equity interests of the Debtor. Franklin Felton, Sr. is the 100% member of the Debtor and shall retain his interest in the Debtor. The Debtor has one member/owner, who shall retain his equity interest in the Debtor. The Debtor shall fund the Plan from earnings. A full-text copy of the Amended Plan dated June 11, 2024 is available at https://urlcurt.com/u?l=0Beo61 from PacerMonitor.com at no charge. Attorney for the Debtor: Kevin Campbell, Esq. Campbell Law Firm, P.A. P.O. Box 684 890 Johnnie Dodds Blvd. Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Fax: (843) 884-0997 Email: kcampbell@campbell-law-firm.com About Bakers Residential Bakers Residential Experts Heating, Cooling, Plumbing and Electrical, LLC, is an HVAC contractor in South Carolina. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. S.C. Case No. 24-00052) on January 5, 2024, with $141,700 in assets and $1,085,718 in liabilities. Franklin Felton, Sr., owner, signed the petition. Judge Elisabetta Gm Gasparini oversees the case. Kevin Campbell, Esq., at Campbell Law Firm, PA represents the Debtor as bankruptcy counsel. BEN'S CREEK: Asks Court to Approve Bid Rules for Asset Sale ----------------------------------------------------------- Ben's Creek Operations WV, LLC and its affiliates will ask the U.S. Bankruptcy Court for the Southern District of West Virginia at a hearing on July 12 to approve the bid rules in connection with the sale of their assets. The companies are selling substantially all of their assets related to their mining operations in Glen Allum, W.Va., to Avani Resources or to another buyer with a better offer. Avani Resources agreed to buy the assets through a credit bid and assume certain liabilities of the companies. Under the companies' proposed bid procedures, the deadline for interested buyers to place their bids on the assets is on Aug. 6, at 5:00 p.m. (Eastern Standard Time). An auction will be conducted on Aug. 9, at 10:00 a.m. (Eastern Standard Time) if the companies receive competing offers by the bid deadline. Avani Resources' credit bid will serve as the stalking horse bid at the auction. In the event it is not selected as the winning bidder, Avani Resources will receive expense reimbursement of up to $500,000. A court hearing to approve the sale to the winning bidder is scheduled for Aug. 16. Objections to the sale are due by Aug. 13. About Ben's Creek Operations WV Ben's Creek Operations WV, LLC and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.W.V. Lead Case No. 24-20079) on April 14, 2024. At the time of the filing, Ben's Creek reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge David L. Bissett oversees the cases. Flaherty Sensabaugh Bonasso, PLLC is the Debtors' legal counsel. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Whiteford, Taylor & Preston, LLP and George Law Group, PLLC as legal counsels, and Mineral Energy Resource Associates, LLC as mining consultant. BEND ARCH: Seeks Court Nod to Sell Stake in Texas Oil Wells ----------------------------------------------------------- Bend Arch Petroleum, LLC asked the U.S. Bankruptcy Court for the Northern District of Texas to approve a deal to sell its stake in 10 oil wells in Palo Pinto and Parker Counties of Texas. The company is selling its stake in the oil wells to Aipat Oil & Gas, LLC for $225,000 pursuant to the terms and conditions of their letter agreement. The letter agreement gives Aipat the option to purchase 10 additional wells. The sale is subject to higher and better bids, according to Bend Arch's attorney, Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. The company will use the proceeds from the sale to, among other things, pay its debt and help fund payments under its Chapter 11 plan of reorganization. Objections to the proposed sale are due by July 8. About Bend Arch Petroleum Bend Arch Petroleum Inc. a company in Graford, Texas, filed Chapter 11 petition (Bankr. N.D. Texas Case No. 24-40417) on Feb. 5, 2024, with $1 million to $10 million in both assets and liabilities. Brad Odell, Esq., at Mullin Hoard & Brown, LLP, serves as Subchapter V trustee. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. BEYOND AIR: Inks First Amendment to Loan Pacts With Avenue Lenders ------------------------------------------------------------------ Beyond Air, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 21, 2024, the Company and its wholly owned subsidiary, Beyond Air Ltd., as guarantor, entered into that certain first amendment to loan documents with Avenue Capital Management II, L.P., as administrative agent and collateral agent, Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership, and Avenue Venture Opportunities Fund II, L.P, a Delaware limited partnership, which amends: (i) that certain Loan and Security Agreement, dated as of June 15, 2023, among the Company, as borrower, the Guarantor, the Agent and the Lenders; and (ii) that certain Supplement to the Agreement, dated as of the Initial Closing Date, among the Company, the Guarantor, the Agent and the Lenders. As previously disclosed, the Loan Agreement provides for senior secured term loans in an aggregate principal amount up to $40.0 million, with (i) $17.5 million advanced on the Initial Closing Date ("Tranche 1"), (ii) up to $10.0 million which may be advanced upon the request of the Company between April 1, 2024 and Sept. 30, 2024, subject to the Company having achieved total revenue derived from the sale of LungFit PH (other than licensing revenue) for the three-month period prior to funding of not less than 85% of projected Product Revenue for such period ("Tranche 2"), and (iii) up to $12.5 million which may be advanced after April 1, 2024 (the "Discretionary Tranche"), subject to (a) the Agent and Lenders having received investment committee approval and (b) the Company and Lenders having mutually agreed to draw and fund, respectively, such amount. The Loans are due and payable on June 1, 2027. The Loans bear interest at a rate per annum (subject to increase during an event of default) equal to the greater of (i) the prime rate, as published by the Wall Street Journal from time to time, plus 3.75% and (ii) 12.00%. Following the expiration of an initial interest-only period, the Loan principal is repayable in equal monthly installments. Pursuant to the First Amendment, the expiration date of the interest-only period was extended from Dec. 15, 2024 (with amortization payments commencing on Jan. 1, 2025) to June 30, 2025 (with amortization payment commencing on July 1, 2025), with the possibility of further deferring principal payments an additional 12 months contingent upon the Company's achievement of at least $40.0 million of product revenue in the fiscal year ending March 31, 2025 and whether the Company has fully drawn Tranche 2. In connection with the First Amendment, the Company paid an amendment fee of $87,500, with an additional $87,500 final payment fee to be due upon the Maturity Date or any earlier date of prepayment in full of the Loans. Warrants On the Amendment Closing Date, the Company issued to each of Avenue and Avenue 2 warrants to purchase up to 40,000 and 60,000 shares, respectively, of Company common stock. The Warrants expire on June 30, 2029 and have an exercise price per share of $1.28. The Warrantholders may exercise the Warrants at any time, or from time to time up to and including the Expiration Date, by making a cash payment equal to the exercise price multiplied by the quantity of shares. The Warrantholders may also exercise the Warrants on a cashless basis by receiving a net number of shares calculated pursuant to the formula set forth in the Warrants. The Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. The Company intends to file, within 60 days of the Amendment Closing Date, with the SEC a registration statement registering the resale of all of the shares of Company common stock issuable upon exercise of the Warrants. 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. 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: Reports Q4 and 2024 Results, Provides Corporate Update ------------------------------------------------------------------ Beyond Air, Inc. announced its financial results for the fiscal fourth quarter and year ended March 31, 2024, and provided a corporate update. "I am proud of the Beyond Air team's accomplishments throughout our fiscal year (FY) 2024, which positions the Company for growth over the coming year and beyond," said Steve Lisi, chairman and chief executive officer of Beyond Air. "Throughout the past year, we successfully navigated challenges during the initial soft launch of LungFit PH and emerged with a stronger solution and commercial infrastructure. These improvements have positively impacted our sales pipeline and existing customer engagements, which are expected to be reflected in our topline performance over the coming quarters. Two upcoming milestones that are expected to drive additional revenue growth include the pending FDA decision on the cardiac surgery indication and development of a second generation LungFit PH system." "Over the past few months, we implemented a strategy to conserve capital as we continue building momentum around the commercial launch of LungFit PH. This will significantly reduce our quarterly spend going forward. The impacted R&D projects include our VCAP program, which was placed on hold, and our LungFit GO home-based device for NTM and other lung infections, which we are now bringing in-house for design and development, resulting in a modest delay. We continue to target initiation of the next clinical study for the NTM program during calendar year 2026. Separately, our cancer and autism programs are anticipated to be self-funded. Given these adjustments, we expect our operations to be funded through at least July 2025," stated Mr. Lisi. Financial Results for the Fiscal Year Ended March 31, 2024 Revenues for the fiscal year ended March 31, 2024 were $1.2 million compared to zero for the fiscal year ended March 31, 2023. Cost of revenue of $2.5 million was recognized for the fiscal year ended March 31, 2024, compared to $0.6 million for the three months ended March 31, 2023. Research and development expenses for the fiscal year ended March 31, 2024 were $24.4 million compared to $16.8 million for the fiscal year ended March 31, 2023. The increase of $7.6 million was due primarily to an increase in development costs associated with the pipeline. General and administrative expenses for the fiscal years ended March 31, 2024 and March 31, 2023 were $37.3 million and $34.7 million, respectively. The $2.6 million increase was mainly due to increases in stock-based compensation, headcount and salary inflation. Net loss attributed to common stockholders for the fiscal year ended March 31, 2024, was ($60.2) million or a loss of ($1.82) per share, basic and diluted. The Company's net loss attributed to common stockholders for the fiscal year ended March 31, 2023 was ($55.8) million or a loss of ($1.86) per share, basic and diluted. Adjusted cash burn in the fiscal year ended March 31, 2024 was $46.2 million, which excludes $6.6 million non-recurring items for payments of non-product related litigation and $2.5 million of additional funds requested by the Company's third-party manufacturer to secure long lead-time materials. Over the course of the fiscal year, the Company received net proceeds of $13.4 million from its ATM, $15.8 million in net debt, and $14.6 million from the sale of securities through a securities purchase agreement to partially offset the Company's cash burn. As of March 31, 2024, the Company reported cash, cash equivalents, and marketable securities of $34.5 million. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1641631/000149315224025433/ex99-1.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. 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. BIOTRICITY INC: Reports Net Loss of $14.9M in FY Ended March 31 --------------------------------------------------------------- Biotricity Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stockholders of $14.93 million on $12.06 million of revenue for the year ended March 31, 2024, compared to a net loss attributable to common stockholders of $19.53 million on $9.64 million of revenue for the year ended March 31, 2023. As of March 31, 2024, the Company had $5.94 million in total assets, $35.92 million in total liabilities, $1.49 million in mezzanine equity, and a total stockholders' deficiency of $31.47 million. Richmond Hill, Ontario, Canada-based SRCO Professional Corporation, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 26, 2024, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Biotricity said, "Our existing cash deposits may not be sufficient to fund our operating expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise our ability to execute our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not achieved, we believe planned expenditure may need to be reduced in order to extend the time period that existing resources can fund our operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001630113/000149315224025344/form10-k.htm About Biotricity Headquartered inRedwood City, CA, Biotricity Inc. is a medical technology company focused on biometric data monitoring solutions. The Company's aim is to deliver innovative, remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. The Company approaches the diagnostic side of remote patient monitoring by applying innovation within existing business models where reimbursement is established. The Company believes this approach reduces the risk associated with traditional medical device development and accelerates the path to revenue. In post-diagnostic markets, the Company intends to apply medical grade biometrics to enable consumers to self-manage, thereby driving patient compliance and reducing healthcare costs. The Company intends to first focus on a segment of the diagnostic mobile cardiac telemetry market, otherwise known as COM, while providing its chosen markets with the capability to also perform other cardiac studies. BLACKBERRY LTD: Releases First Quarter Fiscal Year 2025 Results --------------------------------------------------------------- BlackBerry Limited reported on June 26, 2024, its financial results for the three months ended May 31, 2024. First Quarter Fiscal 2025 Financial Highlights: * Total company revenue was $144 million. * Total company non-GAAP and GAAP gross margin was 67%. * IoT revenue grew 18% year-over-year and exceeded previously-provided guidance at $53 million; IoT gross margin was 81%. * Cybersecurity exceeded previously-provided guidance at $85 million; Cybersecurity gross margin was 59%. * Cybersecurity ARR increased by 2% sequentially to $285 million; DBNRR increased sequentially for third consecutive quarter to 87%. * Licensing and Other revenue was $6 million. * Non-GAAP operating loss was $12 million and GAAP operating loss was $39 million. * Non-GAAP basic loss per share beat the previously-provided guidance at $0.03 and GAAP basic loss per share was $0.07. * Adjusted EBITDA was negative $7 million. * Total cash, cash equivalents, short-term and long-term investments was $283 million; Operating cash usage was sequentially flat at $15 million, while free cash usage decreased sequentially for the third consecutive quarter to $16 million. Business Highlights & Strategic Announcements: * ETAS and BlackBerry QNX forge partnership to jointly sell and market software solutions to provide the safe and secure foundation for the Software-Defined Vehicle (SDV). * BlackBerry announces collaboration with AMD to advance foundational precision and control for robotics industry by enabling new levels of low latency and jitter, and repeatable determinism. * BlackBerry launches CylanceMD, an expert driven and AI-powered Managed Detection and Response (MDR) solution, including an innovative "On-Demand" solution. * BlackBerry introduces Cylance Assistant, a generative AI cybersecurity advisor that will help organizations speed up decision-making and stop more threats faster with fewer resources. * BlackBerry UEM places in upper-right quadrant as a 2024 Gartner® Peer Insights™ Customers' Choice for Unified Endpoint Management tools for second year running. * Independent test lab, The Tolly Group, identifies BlackBerry CylanceENDPOINT as detecting up to 25 percent more threats and with up to eight times less system impact than competitors. * BlackBerry nominates Lori O'Neill, an experienced corporate director and financial expert, for election to its Board of Directors. Commmenting on the results, "BlackBerry's strategy is delivering results. The Company is making significant progress towards operational independence for our IoT and Cybersecurity businesses, as well as towards profitability. We exceeded our outlook range for both adjusted EBITDA and non-GAAP EPS this quarter and achieved a third consecutive sequential improvement in free cash usage. BlackBerry remains on track to be both profitable on a non-GAAP basis and generating positive cashflow in the fourth quarter," said John J. Giamatteo, CEO, BlackBerry. "Both our IoT and Cybersecurity businesses beat revenue expectations. QNX recorded solid royalty revenue while our Cybersecurity division delivered a second consecutive quarter of ARR growth, as well as further enhancing dollar-based net retention." About BlackBerry Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. As of Dec. 31, 2023, the Company had $1.4 billion in total assets, $619 million in total liabilities, and $776 million in total stockholders' equity. In September 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. BOURLAND PROPERTIES: Hires Marshall A. Entelisano P.C. as Counsel ----------------------------------------------------------------- Bourland Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Marshall A. Entelisano, P.C. to serve as legal counsel in its Chapter 11 case. The firm will be paid at these rates: Marshall A. Entelisano, Esq. $325 per hour Paralegals $100 per hour The firm received a retainer in the amount of $6,738, from the Debtor In addition, the firm will seek reimbursement for its out-of-pocket expenses. Marshall A. Entelisano, Esq., a partner at Marshall A. Entelisano, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Marshall A. Entelisano, Esq. Marshall A. Entelisano, P.C. 701 22nd Avenue, Suite 2 3198 Tuscaloosa, AL 35401 Tel: (205) 752-1201 Fax: (205) 752-1203 About Bourland Properties, LLC Bourland Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 24-70811) on June 19, 2024, disclosing under $1 million in both assets and liabilities. The Debtor hires Marshall A. Entelisano, P.C. BOWFLEX INC: Plan Exclusivity Period Extended to September 3 ------------------------------------------------------------ Judge Andrew B. Altenburg, Jr., of the U.S. Bankruptcy Court for the District of New Jersey extended BowFlex Inc. and BowFlex New Jersey LLC's exclusive periods to file their plan of reorganization, and solicit acceptances thereof to September 3 and November 29, 2024, respectively. Co-Counsel to the Debtors: Joseph J. DiPasquale, Esq. Mark E. Hall, Esq. Michael R. Herz, Esq. FOX ROTHSCHILD LLP Morristown, New Jersey 07960 Tel: (973) 992-4800 Fax: (973) 992-9125 E-mail: jdipasquale@foxrothschild.com mhall@foxrothschild.com mherz@foxrothschild.com - and - Matthew A. Clemente, Esq. SIDLEY AUSTIN LLP One South Dearborn Chicago, Illinois 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 E-mail: mclemente@sidley.com - and - Maegan Quejada, Esq. 1000 Louisiana Street, Suite 5900 Houston, Texas 77002 Tel: (713) 495-4500 Fax: (713) 495-7799 E-mail: mquejada@sidley.com About Bowflex Inc. Headquartered in Vancouver, Washington, BowFlex Inc. (NYSE:BFX) is a global leader in digitally connected home fitness solutions. BowFlex Inc. and BowFlex New Jersey LLC concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-12364) on March 4, 2024. In the petition signed by Jim Barr as chief executive officer, the Debtor disclosed $140,117,000 in total assets and $125,956,000 in total liabilities. Judge Andrew B Altenburg Jr. presides over the case. Joseph J. DiPasquale, Esq. at Fox Rothschild, LLP represents the Debtor as counsel. BRIGANTI ENTERPRISE: Unsecureds Will Get 5% over 60 Months ---------------------------------------------------------- Briganti Enterprise, Inc. dba Mattress Central dba Briganti Home dba Soy Crafters filed with the U.S. Bankruptcy Court for the Central District of California a Plan of Reorganization for Small Business dated June 13, 2024. The Debtor is in the business of selling mattresses which is its primary inventory, but it also sells pillows, boxsprings and foundations, adjustable bases, mattress protectors, sheets and bedding, frames, candles, and miscellaneous items. The Debtor is an S-corporation and was incorporated on January 4, 2012. The Debtor's insiders are Vahe Vince Delakyan, who is the Debtor's President and a 50% shareholder and Sevak Khudanyan, who is the Debtor's Vice-President and the remaining 50% shareholder. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of approximately $887/month. The final Plan payment is expected to be paid on September 2029 (estimated). The Debtor's proposed 5-year projections itemize the Debtor's revenue source and the expenses for the next 5 years. The Debtor intends to fund its plan from the continued operation of its business. Since the filing of the present bankruptcy case, the Debtor reorganized its affairs, and downsized its business operation by closing two of the three locations (Burbank and Culver City) and focusing on increasing revenue for the main Los Angeles location. Debtor's projections were prepared by carefully analyzing the historical income and expenses, the Debtor's performance during the present case, and the prospective income and expenses, with the recent changes made to its business operation. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. The total amount of the allowed general unsecured claims is $1,064,521.27, and includes the undersecured portion of the claims of the SBA, National Funding, and OnDeck Capital. Based on the liquidation analysis and the income valuation of the Debtor's assets, the holders of allowed general unsecured claims will be receiving an estimated 5% pro-rata distribution through the plan. The distribution to allowed general unsecured claims will be made monthly, with the first payment of $887.03 due on the Effective Date, followed by 59 consecutive payments, each in the amount of $887.03, to be paid pro-rata to each holder of allowed general unsecured claim. The equity security holders of the Debtor are Vahe Vince Delakyan and Sevak Khudanyan. Mr. Delakyan is the President and a 50% equity security holder of the Debtor. Mr. Delakyan does not hold a pre-petition or a post-petition claim against the Debtor. Mr. Khudanyan is the Vice-President and a 50% equity security holder of the Debtor. Mr. Khudanyan does not hold a pre-petition or a post-petition claim against the Debtor. The Debtor's proposed 5-year projections itemize the Debtor's revenue sources and the expenses for the next 5-years. The Debtor intends to fund its plan from the continued operation on its business. Since the filing of the present bankruptcy case, the Debtor reorganized its affairs, and downsized its business operation by closing two of the three locations (Burbank and Culver City) and focusing on increasing revenue for the main Los Angeles location. A full-text copy of the Plan of Reorganization dated June 13, 2024 is available at https://urlcurt.com/u?l=0ohGqZ from PacerMonitor.com at no charge. About Briganti Enterprise, Inc. Briganti Enterprise, Inc. serves as a mattress outlet in Los Angeles, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12006) on March 15, 2024. In the petition signed by Vahe Vince Delakyan, president, the Debtor disclosed $171,649 in assets and $1,318,798 in liabilities. Judge Neil W Bason oversees the case. Michael Jay Berger, Esq., at LAW OFFICES OF MICHAEL JAY BERGER, represents the Debtor as legal counsel. BRIGHT MOUNTAIN: W. Kip Speyer Retires as Chairman and Director --------------------------------------------------------------- Bright Mountain Media, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 21, 2024, W. Kip Speyer informed the Company that he will retire from his position as Chairman and as a member of the Board of Directors of the Company effective June 30, 2024. According to the Company, Mr. Speyer's decision to retire as the Company's Chairman was not the result of any disagreements between Mr. Speyer, on the one hand, and the Company's management or Board, on the other hand, as to any matter relating to the Company's operations, policies, or practices. In connection with his retirement, Mr. Speyer and the Company entered into a Separation and Release Agreement effective as of June 29, 2024 (unless rescinded by Mr. Speyer prior to such date), pursuant to which, among other things, the Company will accelerate vesting of unvested stock options held by Mr. Speyer. Resignation of Harry Schulman On June 21, 2024, Harry Schulman, a director of the Company, notified the Company that he was resigning from the Board, effective June 30, 2024. At the time of his resignation, Mr. Schulman was also the Chair of the Company's compensation and audit committees. Mr. Schulman did not have any disagreement with the Company when he tendered his resignation. In connection with his resignation, the Company and Mr. Schulman entered into a separation agreement pursuant to which, among other things, the Company will accelerate vesting of unvested stock options held by Mr. Schulman. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com-- unites a diverse portfolio of companies to deliver a full spectrum of advertising, marketing, technology, and media services under one roof -- fused together by data-driven insights. Bright Mountain Media's subsidiaries include Deep Focus Agency, LLC, BV Insights, LLC, CL Media Holdings, LLC, and Bright Mountain, LLC. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BURLINGTON COAT: Moody's Alters Outlook on 'Ba2' CFR to Positive ---------------------------------------------------------------- Moody's Ratings changed the outlook for Burlington Coat Factory Warehouse Corp to positive from stable and affirmed all ratings including its corporate family rating at Ba2, its probability of default rating at Ba2-PD and its senior secured term loan B at Ba1. Its speculative grade liquidity rating (SGL) remains unchanged at SGL-1. The change in outlook to positive reflects Moody's expectation that Burlington's margins and profitability will continue to improve in the next 12-18 months as topline growth is driven by consumers increasingly looking for value and continuing to trade down as disposable income remains pressured due to higher prices. Moody's expect debt/EBITDA will be around 3.0x in the next 12-18 months with EBIT/interest at about 3.5x. RATINGS RATIONALE Burlington's Ba2 CFR reflects its conservative financial strategy and very good liquidity with about $742 million of cash at the end of its first quarter 2024. The rating is also supported by Burlington's concentration in off-price retail, a segment which has historically grown faster than other apparel related sub-sectors and has performed relatively well during economic downturns when consumers look for value. The cautious consumer and the uncertain macroeconomic environment remain headwinds for the company but Moody's believe that the company's off-price business model and its favorable inventory sourcing environment will also offset some of these pressures. Burlington's income demographic skews toward lower-to-lower middle income consumers and this demographic is highly price sensitive given the ongoing high inflation in housing costs and food costs remain elevated. The company's improved merchandising initiatives and real estate expansion through smaller stores is likely to support sustainable improvement in operating margins. The company still has a relatively weaker competitive position, as it is still significantly smaller with lower operating margins than its largest peers — TJX and Ross Stores. The positive outlook reflects Moody's expectation that operating performance including operating margins and revenue will continue to improve and that Burlington's new store growth plans will be successful. The positive outlook also reflects that financial strategy is expected to remain conservative. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if overall operating performance including EBIT margin demonstrates improvement, such that debt/EBITDA is sustained below 3.75x and EBIT/interest expense is sustained above 3.25x. A ratings upgrade will also require maintaining very good liquidity as well as a conservative financial strategy. Ratings could be downgraded in the event Burlington's financial strategy was to become more aggressive or its liquidity profile weakens or if operating performance continues to weaken. Quantitatively, ratings could be downgraded if debt/EBITDA was sustained above 4.25x or EBIT/interest expense was sustained below 2.75x. Headquartered in Florence, NJ, Burlington Stores operates a national chain of off-price retail stores, operating 1,021 stores as of May 4, 2024, primarily under the Burlington Stores name. LTM revenues were approximately $10 billion as of May 4, 2014. The principal methodology used in these ratings was Retail and Apparel published in November 2023. CAMS AUTO: Unsecured Creditors Will Get 100% of Claims in Plan -------------------------------------------------------------- Cams Auto Sales, LLC, filed with the U.S. Bankruptcy Court for the Western District of Tennessee a Disclosure Statement in support of Plan of Reorganization dated June 13, 2024. The Debtor is a car lot that purchases used cars at bulk rate and sells them to individuals. Originally, the Debtor provided financing for the majority of these vehicles, but that became impossible due to countless defaults. When the Debtor initially contacted the Law Office of John E. Dunlap, Dunlap referred them to a lawyer in Shelby County who specializes in consumer debt collection. The collection manager scheduled an appointment with Stone, Higgs and Drexler. This law firm determined that less than 10% of the accounts were collectable. When creditors prepared to repossess their auto floor plans, the Debtor filed for relief under Chapter 11 of the United States Bankruptcy Code. The purpose of the Plan is to restructure the Debtor's obligations so that it can be satisfied in full over time by the Debtor's cash flow from the operation of the business. The Debtor believes that the reorganization contemplated by the Plan is in its best interest and the best interest of all the Debtor's creditors. Class 5 consists of the unsecured Priority claim of the State of Tennessee Department of Revenue. This priority claim is in the amount of $58,590.37. This claim shall be paid in full with a monthly payment of $870.00 is an impaired claim and will be permitted to vote on confirmation of the Plan. Class 6 consists of the general unsecured claim of the Tennessee Department of Revenue in the amount of $12,548.30. This claim shall be paid at 100% with 0% interest and a monthly payment of $179.00. The Plan will be funded by the Reorganized Debtor's (a) cash on hand and monthly income. The Plan will be funded by Income generate by car sales. On the Effective Date, the Reorganized Date will execute and deliver all of the amended and restated instruments and all of the assets, properties and right of the Debtor of every type and description, tangible and intangible, wherever located, shall be transferred and automatically vested in the Reorganized Debtor free and clear of all liens, claims, rights of setoff, security interests, pledges, encumbrances, adverse right of interest, covenants, charges, debts and contractually imposed restrictions, except as otherwise provided in the Plan. A full-text copy of the Disclosure Statement dated June 13, 2024 is available at https://urlcurt.com/u?l=w9xr8x from PacerMonitor.com at no charge. Counsel to the Debtor: John E. Dunlap, Esq. LAW OFFICE OF JOHN E. DUNLAP 3340 Polar Avenue, Suite 320 Memphis, Tennessee 38111 Telephone: (901) 320-1603 Facsimile: (901) 320-6914 Email: jdunlap00@gmail.com About Cams Auto Sales, LLC Cams Auto Sales, LLC, is a car lot that purchases used cars at bulk rate and sells them to individuals. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 24-20322) on January 25, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICE OF JOHN E. DUNLAP. CANO HEALTH: Court Okays Reorganization Plan, Exits Chapter 11 -------------------------------------------------------------- Cano Health, Inc., a value-based primary care provider and population health company, announced on June 28 that it successfully emerged from Chapter 11 as a reorganized private company with a significantly improved capital structure and optimized operations focused on providing quality patient care within the Florida market. Cano Health's Plan of Reorganization was confirmed by the U.S. Bankruptcy Court for the District of Delaware on June 28, 2024 with the support of the Company's key stakeholders, including its secured and unsecured creditors and key business partners. The Company has significantly reduced its debt obligations, converting more than $1 billion of prepetition funded debt into a combination of common stock and warrants. As part of the restructuring, the Company's existing investors also committed more than $200 million in new capital to support Cano Health's go-forward business plan. Over the past nine months, the Company's management team has taken significant steps to strengthen its operational and financial performance and position the Company for long-term success. To date, Cano Health has successfully streamlined the Company's portfolio of assets, including by exiting underperforming expansion markets and pruning its medical center portfolio to focus on specific Florida markets. Cano Health has achieved over $270 million in cost reductions and productivity improvements. The Company is performing favorably against its previously announced CY 2024 $290 million cost reduction goal. Mark Kent, CEO of Cano Health, said, "This has been a transformative year, and the successful conclusion of our court-supervised restructuring has put Cano Health in an excellent position for the future. We are moving forward with incredibly strong physician partnerships and an improved medical center portfolio. Cano Health has the proper resources to focus on what matters most -- treating our patients with the same level of care and attention as we would our own families." "We are taking a disciplined and strategic approach to our growth over the next few years, with the primary goal of improving services for patients within our existing Florida footprint, which now consists of 80 locations. We are already seeing encouraging results across our improved platform, and I am immensely proud of our associates for their continued dedication to our patients throughout this process. Despite the challenges we have faced as an organization, we have emerged as a stronger and more focused company with a bright future." Cano Health is also announcing certain changes to its board. The Company is pleased to announce that Alan Wheatley will be joining the board as Executive Chairman. Mr. Wheatley brings more than 30 years of healthcare experience to Cano Health, running Medicare and Medicaid programs at Humana for much of the last 15 years. He has been a leader in innovating, organizing and operating value-based care relationships for decades. Mr. Wheatley will work alongside board members Mark Kent and Eric Hsiao of Nut Tree Capital Management, LP. About Cano Health Inc. Cano Health, Inc. and its affiliates are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Richards, Layton & Finger, PA and Weil, Gotshal & Manges, LLP as bankruptcy counsels; Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; Houlihan Lokey, Inc. as investment banker; and AlixPartners, LLP as financial advisor. Kurtzman Carson Consultants, LLC is the claims, notice and solicitation agent. Gibson, Dunn & Crutcher, LLP and Pachulski, Stang, Ziehl & Jones, LLP represent the ad hoc first lien group while ArentFox Schiff, LLP represents Wilmington Savings Fund Society, FSB, the DIP agent. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. Freshfields Bruckhaus Deringer US, LLP is counsel to the agent. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under the Side-Car Credit Agreement. It is represented by Proskauer Rose, LLP. Daniel McMurray was appointed as the patient care ombudsman in these Chapter 11 cases. He tapped Neubert Pepe & Monteith PC and Klehr Harrison Harvey Branzburg, LLP as his counsel. CCC INTELLIGENT: S&P Upgrades ICR to 'BB-' on Deleveraging ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based provider of automotive insurance and repair solutions CCC Intelligent Solutions Inc. (CCC), as well as its issue-level rating on its senior secured term loan and revolving credit facility (RCF), to 'BB-' from 'B+'. S&P said, "The stable outlook reflects our expectation that CCC's production innovation and upselling and cross-selling activities will support 8%-10% organic revenue growth over 2024 and 2025. We therefore expect operating leverage gains to drive EBITDA margin improvements, resulting in leverage decreasing over the next 12 months and annual free operating cash flow (FOCF) of above $200 million. "We expect CCC's leverage to decrease to well below 3x over the next 12 months barring a change in financial policy. We expect CCC to maintain good organic revenue growth of 8%-10% in 2024 and 2025, supported by its cloud platform and product innovation, which allow for significant upselling and cross-selling opportunities. Recent solutions like Diagnostics, Estimate-STP and Subrogation, which implement AI to automate estimation and other workflows, are currently contributing 100-200 basis points to organic growth. "The company's expanding network ecosystem and investments in its sales function further support its revenue growth profile. We expect this to lead to operating leverage gains and thus, slightly improve its EBITDA margin to 36%-37% over the next 12 months from just above 35% in 2023. Therefore, we expect leverage to reduce to mid-2x by the end of 2024 and low-2x in 2025, which does not net any of the company's available cash. This assumes that the company continues to maintain a relatively conservative financial policy. "Since becoming a publicly listed company in 2021, CCC has only completed a tuck-in acquisition in 2022 and a special share repurchase in 2023, both of which it funded with balance sheet cash. Although having just a 23% equity stake, we note Advent still retains the right to nominate four directors (of which two are independent) out of the current total seven board seats under a Shareholder Rights Agreement. While the sponsor's involvement has not had a material negative impact on credit metrics since 2021, rating upside is somewhat limited. It will depend on clarity around long-term governance as Advent further reduces its board presence, as well as a track record of a financial policy that supports leverage maintained below 3x. "The stable outlook reflects our expectation that CCC's upselling and cross-selling activities, production innovation, and the continued expansion of its network ecosystem will support 8%-10% organic revenue growth over 2024 and 2025. We therefore expect operating leverage gains to improve its EBITDA margin to 36%-37%, decreasing its leverage to the low- to mid-2x area over the next 12 months, and annual FOCF of above $200 million. At the same time, we note Advent still has a significant presence on CCC's board of directors." S&P could lower its rating on CCC if: -- S&P expects leverage to increase to above 4x or forecast FOCF to debt below 10%, which could be due to a more aggressive financial policy than expected; or -- Operational mishaps or competitive losses lead to revenue declines or significantly lower EBITDA margins such that S&P believes the company's competitive position or long-term profitability profile has weakened. S&P could consider an upgrade if: -- CCC maintains consistent organic revenue growth and solid EBITDA margins such that leverage remains well below 3x and FOCF to debt remains above 15%; -- The company maintains a sufficient track record of a conservative financial policy that supports the above credit metrics even after acquisitions and shareholder distributions; and -- Its private-equity sponsors continue to reduce their equity ownership and presence on the company's board such that we believe they cannot influence its business strategy. Alternatively, S&P could raise its rating if CCC expands its revenue scale and total addressable market by increasing the breadth of its product portfolio while also diversifying its geographical and end-market presence. CENSO LLC: Rental Income to Fund Plan Payments ---------------------------------------------- Censo LLC filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement describing Plan of Reorganization dated June 13, 2024. The Debtor was formed for the specific purpose of ownership of real property which was purchased at Homeowner Association foreclosure sales. Currently, the Debtor is the owner of two parcels of real land in Clark County, Nevada, Specifically, 11441 Allerton Park Drive $411, Las Vegas, Nevada 89135 and 5900 Negril Ave, Las Vegas, NV 89130. The Debtor continues to own and manage said properties with the intention of renting said properties for the purpose of confirming a Chapter 11 plan. Currently, the Debtor's income is generated the rental income received from Debtor's Investment Properties. The Debtor has been able to improve cash reserves since the filing of this bankruptcy and retain income which can be used to fund the Plan. The Debtor intends by way of the Plan to allocate available disposable monthly income to repay creditors in accordance of the Plan. It is the Debtor's intent to satisfy the Secured Claim against the Investment Property on Negril with payments of principal and interest over the terms. The Debtor intends to use the agreement from the Debtor's first bankruptcy with secured creditor for the terms of said class. The Debtor's Investment Properties rental income has remained stable over the past 6 months and it is expected to continue to do so. It is believed that the Debtor will continue to have approximately $6000 per month in rental income and that Debtor has sufficient resources to fund all Plan payments. The Debtor will provide a cash flow analysis. However, with a $6000.00 cash flow and a debt payment of 1733.00 plus taxes and insurance on both properties, Debtor will be able to adequately fund the plan. Class Three consists of General Unsecured Claims against the Debtor which includes the unsecured portion of Class One claim. All Class Three Creditors having filed proofs of claims or deemed to have filed proof of claims, that are not disputed, contingent, unliquidated, or otherwise approved by Order of the Court, shall be paid. Class Three is an impaired class. A full-text copy of the Disclosure Statement dated June 13, 2024 is available at https://urlcurt.com/u?l=2mCY4Q from PacerMonitor.com at no charge. Counsel to the Debtor: Michael J. Harker, Esq. The Law Offices of Michael J. Harker 2901 El Camino Ave., Suite 200 Las Vegas, NV 89101 Tel: (702) 248-3000 Email: Mharker@harkerlawfirm.com About Censo LLC Censo LLC owns a single family residence located at 5900 Negril Las Vegas, NV valued at $505,895. The Debtor also owns real property located at 11441 Allerton Park Dr. #411, Las Vegas, Nevada valued at $514,930. Censo LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-14559) on October 17, 2023. The petition was signed by Melanie Schulte as managing member. At the time of filing, the Debtor estimated $1,021,325 in total assets and $988,428 in liabilities. Michael J. Harker, Esq. at the LAW OFFICES OF MICHAEL J. HARKER represents the Debtor as counsel. CHARLIE'S HOLDINGS: Board Committee Engages Urish Popeck as Auditor ------------------------------------------------------------------- Charlie's Holdings, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on June 28, 2024, the Audit Committee of the Board of Directors of the Company engaged the independent accounting firm Urish Popeck & Co., LLC to serve as the Company's independent certified public accounting firm effective immediately. Charlie's Holdings stated that during the two most recent fiscal years and through June 28, 2024, neither the Company nor anyone on its behalf consulted with Urish Popeck & Co., LLC regarding any of the following: 1. The application of accounting principles to a specific transaction, either completed or proposed; 2. The type of audit opinion that might be rendered on the Company's financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that Urish Popeck & Co., LLC concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or 3. Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K; or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K. About Charlie's Holdings Inc. Charlie's Holdings, Inc.'s objective is to become a leader in three broad product categories: (i) non-combustible nicotine-related products, (ii) alternative alkaloid vapor products, and (iii) hemp-derived vapor and edible products. Through its Charlie's subsidiary, the Company formulates, markets, and distributes premium, nicotine-based and alternative alkaloid vapor products. Charlie's products are produced through contract manufacturers for sale through select distributors, specialty retailers, and third-party online resellers throughout the United States, and in select international markets including the United Kingdom, Italy, Spain, New Zealand, Australia, and Canada. Through Don Polly, the Company develops, markets and distributes products containing compounds derived from hemp. Fort Washington, PA-based Mazars USA LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has incurred significant operating losses, has negative cash flows from operations, and has an accumulated deficit. The Company is dependent on its ability to increase revenues and obtain financing to execute its development plans and continue operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLEAN ENERGY: Secures $12 Million Loan for Vermont Biogas Facility ------------------------------------------------------------------ Clean Energy Technologies, Inc. disclosed in its Form 8-K Report filed with U.S. Securities and Exchange Commission that it retained 49% equity interest in Vermont Renewable Gas LLC, a Vermont limited liability company. On June 21, 2024, VRG entered into a loan agreement with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the "Lenders"), pursuant to which the Lenders agreed to loan to VRG the principal amount of $12 million, to be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas generation facility. The term of the loan is two years from the date of the first disbursement and shall mature at the end of the said two years. The Loan shall bear interest on the amount outstanding at a rate equal to the 12-month Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75% per annum. Under the Loan Agreement, the $12 million loan shall be secured by: (i) two contracts of VRG; and (ii) a corporate guarantee provided by the Company pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG's liabilities and obligations under the Loan Agreement. The Company has entered into the Corporate Guarantee with the Lenders on June 21, 2024. Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company. Accordingly, on June 21, 2024, the Company entered into a right to conversion agreement with the Lenders (the "FPM Right to Conversion Agreement"). AMEC Business Advisory Pte. Ltd., a company incorporated in Singapore may assume or acquire up to 50% of the total loan amount under the Loan Agreement, and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right. On June 21, 2024, the Company entered into a right to conversion agreement with AMEC (the "AMEC Right to Conversion Agreement"). The foregoing descriptions of the Loan Agreement, the Corporate Guarantee, the FPM Right to Conversion Agreement, and the AMEC Right to Conversion Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of each of such document are attached on the Current Report on Form 8-K, available at https://tinyurl.com/mr3hcex8 About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com/-- develops renewable energy products and solutions and establish partnerships in renewable energy that make environmental and economic sense. The Company's mission is to be a segment leader in the Zero Emission Revolution by offering eco-friendly energy solutions, clean energy fuels and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. The Company targets sustainable energy solutions that are profitable for it, profitable for its customers and represent the future of global energy production. Diamond Bar, California-based TAAD, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has an accumulated deficit, a working capital deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. CLICKED AI: Mark Dennis of SL Biggs Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Mark Dennis, a certified public accountant at SL Biggs, as Subchapter V trustee for Clicked AI. Mr. Dennis will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dennis declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Phone: 303-226-5471 Email: mdennis@slbiggs.com About Clicked AI Clicked AI filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20226) on June 13, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Cathleen D. Parker oversees the case. Clark D. Stith, Esq. represents the Debtor as counsel. COMMSCOPE HOLDING: Declares Dividend on Series A Preferred Stock ---------------------------------------------------------------- CommScope Holding Company, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 25, 2024, the Board of Directors of the Company declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind in the form of 16,198 shares of Series A Preferred Stock in the aggregate, plus $366.25 in cash in the aggregate in lieu of fractional shares. As previously disclosed, on April 4, 2019, the Company issued and sold 1,000,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share, for an aggregate purchase price of $1 billion, or $1,000 per share, pursuant to an Investment Agreement by and between the Company and Carlyle Partners VII S1 Holdings, L.P., dated as of November 8, 2018. Also, as previously disclosed, through December 31, 2023, the Company has paid dividends in kind in the aggregate amount of 162,085 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock; and on March 31, 2024, the Company paid a dividend in kind in the aggregate amount of 15,978 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock as of March 15, 2024. The Dividend is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Securities Act. Carlyle represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing the shares of Series A Preferred Stock and/or shares of the Company's common stock, par value $0.01 per share, issued upon conversion of Series A Preferred Stock. About CommScope Holding Headquartered in Hickory, North Carolina, CommScope Holding Company, Inc. -- https://www.commscope.com/ -- is a global provider of infrastructure solutions for communication, data center and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. CommScope reported a net loss of $1.45 billion in 2023, a net loss of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and net loss of $573.4 million in 2020. * * * As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered its issuer credit rating on CommScope to 'CCC' from 'B-' and removed the ratings from CreditWatch with negative implications, where they were placed on Oct. 31, 2023. S&P revised the outlook to negative. The negative outlook reflects S&P's view that CommScope's expected weak financial performance of leverage above the 10x area and low FOCF generation in 2023 and 2024 will increase the risk of a distressed exchange or buyback within the next 12 months to address upcoming maturities. As reported by the TCR on March 15, 2024, Moody's Ratings downgraded CommScope ratings including the corporate family rating to Caa2 from B3. The ratings downgrade primarily reflects the increasing risk of a capital restructuring including a distressed exchange of some or all of the company's debt, with maturities approaching including the company's senior notes in June 2025 and secured debt in March and April of 2026. CORETEC GROUP: Moves Toward Closing Share Exchange With Core Optics ------------------------------------------------------------------- The Coretec Group announced June 28, 2024, that the share exchange transaction with Core Optics, LLC has progressed toward the final closing, and it can now publicly share Core Optics' strong revenue forecast for calendar year 2024 and hyper growth in 2025. The share exchange transaction is in its final stages of documentation and due diligence, as already disclosed certain closing conditions have been resolved and others are being finalized. Once the few final conditions have been satisfied, the final closing will take place. Core Optics is forecasting its full year aggregate revenues of approximately: * US$8M for fiscal year 2024; and * US$16M for fiscal year 2025. The majority of this revenue growth is expected to occur in the automotive market, a global customer audience that is synergistic with the Endurion battery program. Core Optics has also expanded its workforce and physical plant to meet the demand and fulfill current orders. The Company said this new partnership is already expanding The Coretec Group's Endurion battery outreach, as the Core Optics team has already engaged in significant discussions with cathode manufacturers in South Korea. These manufacturers have expressed interest in partnering with Coretec to utilize Endurion in their battery developments. "The demand for our CCM testing equipment in the automotive manufacturing sector is driving our revenue growth. As a result, we are aggressively ramping up our production to meet the demand and work through our backlog," said Dr. Kim, chief executive officer of Core Optics, LLC. "As we manage this growth, we will continue to pursue opportunities in mobile devices and drones, as well as using our technology in battery testing equipment." Unaudited preliminary results for Core Optic's year ended Dec. 31, 2023 and first quarter ended March 31, 2024 are as follows: * Unaudited revenue was approximately $1.81 million for its intra- year-inception to Dec. 31, 2023 FYE period, and unreviewed revenues was approximately $0.88 million for the three months ended March 31, 2024. The revenue in 2023 was expectedly low due to Core Optics' rollout of its electric vehicle products and services. The increase in revenue during the first quarter ended March 31, 2024 is primarily due to an increase in customer orders and the volume of customers in electric automotive markets. * Unaudited operating profit for its intra-year-inception to Dec. 31, 2023 FYE period was approximately $4,500. Unreviewed operating profit for the three months ended March 31, 2024 was approximately $18,400. * Unaudited cash was approximately $907,000 as of Dec. 31, 2023, and unreviewed cash was approximately $48,000 for the first quarter ended March 31, 2024. The reduction in cash between periods was due to significant capital expenditures made towards fulfilling customer purchase orders that were delivered in the first quarter and will continue to be delivered in subsequent periods. About The Coretec Group The Coretec Group is an Ann Arbor, Michigan-based company that owns intellectual property and patents related to the production and application of engineered silicon to enable new technologies and to improve the lifespan and performance of a variety of materials in a range of industries. The Company is exploring opportunities to use its silicon discoveries and developments to improve the performance of lithium-ion batteries, solid-state LED lights and semiconductors, among other technologies. It is also exploring ways to use its intellectual property to develop optical plastics to advance development of its CSpace 3D imaging chamber. Tulsa, Oklahoma-based HoganTaylor LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has insufficient revenue and capital commitments to fund the development of its planned products, pay current operating expenses and debt commitments beyond a year following the issuance of these financial statements. This raises substantial doubt about the Company's ability to continue as a going concern. CPI CARD: Moody's Affirms 'B2' CFR, Outlook Stable -------------------------------------------------- Moody's Ratings affirmed CPI Card Group Inc.'s (CPI) B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the B2 rating on CPI CG Inc.'s existing senior secured notes. Concurrently, Moody's assigned a B2 rating to CPI CG Inc.'s (the debt-issuing subsidiary of CPI) proposed backed senior secured notes. The Speculative Grade Liquidity (SGL) Rating under CPI remains unchanged at SGL-2. The outlook for both entities is stable. Proceeds from the proposed senior secured notes will be used to repay the existing senior secured notes at CPI CG Inc. Upon full repayment, the rating on the existing senior secured notes due March 2026, will be withdrawn at the close of the transaction. RATINGS RATIONALE CPI's B2 CFR reflects the company's small scale, high product and customer concentration, limited pricing leverage with its largest customers, and the threat of disintermediation by new technologies. CPI benefits from its solid position in the US as a provider of financial payment cards and services to small, medium and large sized financial institutions. CPI's credit profile is supported by the recurring demand for payment cards based on reissuance volume and continued conversion to contactless smart cards in the US. Moody's project low-to-mid-single digit revenue growth, supported by continued growth in the debit and credit segment, and modest EBITDA growth weighted towards 2025 as demand returns from the inventory correction that pressured 2023 metrics. The Speculative Grade Liquidity (SGL) Rating of SGL-2 reflects good liquidity over the next 12 months supported by positive free cash flow and available cash. CPI has access to a $75 million ABL revolver facility (unrated), undrawn as of March 31, 2024, and approximately $17 million of cash. The ABL, which matures in 2026, is subject to a springing fixed charge coverage ratio that is triggered when the availability on the ABL is less than $7.5 million. Moody's do not expect the covenant to be triggered as CPI will likely maintain considerable cushion. CPI is currently in negotiations to refinance or extend the existing ABL. The stable outlook reflects Moody's expectation that CPI will generate low-to-mid-single digit annual revenue growth while maintaining leverage in the mid-to-high 3x range over the next 12 to 18 months. Near term growth in sales and EBITDA will be supported by an alleviation of the factors that pressured 2023 operating performance such as regional banking crises and elevated inventory stocking of customers in 2022. General growth in cards in circulation and continued penetration of contactless and eco cards (particularly to small and mid sized issuers) should support growth as well. Moody's anticipate that CPI will adhere to a conservative financial policy when making capital allocation decisions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if CPI were to achieve greater scale and customer diversification, with strong free cash flow and good liquidity. Leverage sustained below 3x debt/EBITDA would also be required for an upgrade. The ratings could be downgraded if the company experiences revenue decline or margin deterioration such that leverage increases above 5x debt/EBITDA or liquidity materially weakens. Ratings could also be downgraded if the company experiences material market share loss. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CPI Card Group Inc. is a provider in payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip and dual-interface, personalization, instant issuance, fulfillment and digital solutions. The company generated revenues of $436 million in the LTM period ended March 2024. CRYPTO CO: Secures Additional $72,500 Financing From AJB Capital ---------------------------------------------------------------- The Crypto Company disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission on June 27, 2024, that the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement entered into with AJB Capital Investments, LLC, and issued a Promissory Note in the principal amount of $72,500 to AJB in a private transaction for a purchase price of $58,000, each executed as of June 24, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $18,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes. The maturity date of the AJB Note is December 18, 2024. The AJB Note bears interest at a rate of 12% per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. The Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company's breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. The Company also entered into a Security Agreement with AJB pursuant to which the Company granted to AJB a security interest in all of the Company's assets to secure the Company's obligations under the AJB SPA and AJB Note. The offer and sale of the AJB Note was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. About Crypto Company Malibu, Calif.-based The Crypto Company -- https://www.thecryptocompany.com -- is engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. During 2023 the Company generated revenues and incurred expenses solely through these consulting operations. In February 2022 the Company acquired bitcoin mining equipment and entered into an arrangement with a third party to host and operate the equipment. However by the end of 2022 the Company had exited that Bitcoin mining business. Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. On May 8, 2024, the Audit Committee of the Board of Directors of the Company approved the dismissal of BF Borgers CPA PC as the Company's independent registered public accounting firm after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with Public Company Accounting Oversight Board (PCAOB) standards in its audits and reviews incorporated in more than 1,500 SEC filings from January 2021 through June 2023; falsely representing to their clients that the firm's work would comply with PCAOB standards; fabricating audit documentation to make it appear that the firm's work did comply with PCAOB standards; and falsely stating in audit reports included in more than 500 public company SEC filings that the firm's audits complied with PCAOB standards. Borgers agreed to pay a $14 million civil penalty and agreed to permanent suspensions from appearing and practicing before the Commission as accountants, effective immediately. On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF Borgers' replacement. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Audit Committee of the Company. CYANOTECH CORPORATION: Incurs $5.27M Net Loss in FY Ended March 31 ------------------------------------------------------------------ Cyanotech Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $5.27 million on $23.07 million of net sales for the year ended March 31, 2024, compared to a net loss of $3.44 million on $23.18 million of net sales for the year ended March 31, 2023. As of March 31, 2024, the Company had $25.11 million in total assets, $13.30 million in total liabilities, and $11.81 million in total stockholders' equity. Newport Beach, California-based Grant Thornton LLP, the Company's auditor since 2008, issued a "going concern" qualification in its report dated June 26, 2024, citing that the Company sustained operating losses and negative cash flows from operations for the fiscal years ended March 31, 2024 and 2023. Further, the Company was not in compliance with two debt covenant requirements at March 31, 2024 and one debt covenant requirement at March 31, 2023. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/768408/000143774924021266/cyan20240331_10k.htm About Cyanotech Corporation Headquartered in Kailua-Kona, Hawaii, Cyanotech Corporation -- www.cyanotech.com -- is an agricultural company engaged in the production of natural products derived from microalgae grown in complex and intricate agricultural systems on the Kona coast of Hawaii. The Company has a core competency in cultivating and processing microalgae into high-value, high-quality natural products for the human dietary supplement market. The Company is unique in that its microalgae are grown in open ponds which, similar to natural land and plant-based horticulture, require favorable weather conditions. DARE BIOSCIENCE: To Effect 1-for-12 Reverse Common Stock Split -------------------------------------------------------------- Dare Bioscience, Inc. announced June 27, 2024, that it will implement a 1-for-12 reverse split of the issued shares of its common stock, effective at 12:01 a.m. Eastern Time on July 1, 2024. The Company's common stock is expected to begin trading on a split-adjusted basis when the market opens on Monday, July 1, 2024, and will continue to trade on The Nasdaq Capital Market under the symbol "DARE." The new CUSIP number for the common stock will be 23666P200. The reverse stock split is intended to increase the bid price of the common stock to enable the Company to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. The Company's stockholders authorized the reverse stock split at the Company's annual meeting of stockholders held on June 5, 2024. When the reverse stock split becomes effective, every 12 shares of the Company's common stock issued and outstanding or held by the Company in treasury will automatically be combined and reclassified into one share of common stock. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting from the reverse stock split. The reverse stock split will affect all stockholders uniformly and will not change any stockholder's percentage ownership interest or any stockholder's proportionate voting power, except for immaterial changes that may result from the treatment of fractional shares. The reverse stock split will not change the number of authorized shares of the Company's common stock or the par value per share of the Company's common stock. The reverse stock split will reduce the number of issued and outstanding shares of the Company's common stock from approximately 101.1 million to approximately 8.4 million. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise prices of, and the number of shares underlying, the Company's outstanding stock options, as well as to the number of shares available for future awards granted under the Company's stock incentive plans. In addition, proportionate adjustments will be made to the per share exercise prices of, and the number of shares underlying, outstanding warrants to purchase shares of the Company's common stock. The combination of, and reduction in, the issued shares of common stock as a result of the reverse stock split will occur automatically at the effective time of the reverse stock split without any additional action on the part of the Company's stockholders. The Company's transfer agent, Equiniti Trust Company, LLC, is acting as the exchange agent for the reverse stock split and will send stockholders of record holding their shares electronically in book-entry form a transaction notice indicating the number of shares of common stock held after the reverse stock split. Stockholders who hold their shares through a broker, bank, or other nominee will have their positions adjusted to reflect the reverse stock split, subject to their broker, bank, or other nominee's particular processes, and are not expected to be required to take any action in connection with the reverse stock split. About Dare Bioscience Dare Bioscience is a biopharmaceutical company committed to advancing innovative products for women's health. The Company's mission is to identify, develop and bring to market a diverse portfolio of differentiated therapies that prioritize women's health and well-being, expand treatment options, and improve outcomes, primarily in the areas of contraception, vaginal health, reproductive health, menopause, sexual health and fertility. Irvine, California-based Haskell & White LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, negative cash flow from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DEVSAI LLC: Gary Murphey Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed Gary Murphey as Subchapter V trustee for DevSai, LLC. Mr. Murphey will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Murphey declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gary Murphey 3330 Cumberland Blvd., Suite 500 Atlanta, GA 30330 Tel: (770) 933-6855 Email: Murphey@RFSLimited.com About DevSai LLC DevSai, LLC is an Atlanta-based company, which conducts business under the name Amaira Natural Skincare. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-56333) on June 18, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Morli Desai, owner, signed the petition. Will Geer, Esq., at Rountree Leitman Klein & Geer, LLC represents the Debtor as legal counsel. DIGITAL ALLY: Grosses $2.9 Million From Private Placement --------------------------------------------------------- Digital Ally, Inc. has closed a private placement transaction, pursuant to a securities purchase agreement with certain institutional investors for aggregate gross proceeds of approximately $2.9 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. The Company intends to use the net proceeds from the Private Placement for inventory purchases, artist costs for upcoming festivals, transaction cost, expanded sales, marketing, partial prepayment of an outstanding note and general working capital. Aegis Capital Corp., acted as the exclusive placement agent for the Private Placement, which closed on June 25, 2024. As part of the Private Placement, the Company issued an aggregate of 1,195,219 units and pre-funded units at a purchase price of $2.51 per unit (less $0.0001 per pre-funded unit). Each Unit consists of (i) one share of common stock, par value $0.001 per share, of the Company (or one pre-funded warrant to purchase one share of Common Stock), (ii) one Series A warrant to purchase one share of Common Stock and (iii) one Series B warrant to purchase such number of shares of Common Stock as will be determined on the Reset Date and in accordance with the terms therein. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share of Common Stock and will not expire until exercised in full. The Series A Warrants will be exercisable at any time or times on or after the date Stockholder Approval (as defined in the Series A Warrant) is obtained, have an initial exercise price of $2.51 per share of Common Stock and a term of five years after the later of (a) the date that the Company obtains the Stockholder Approval and (b) the earlier of (i) the Resale Effective Date (as defined in the Registration Rights Agreement) registering all of the Registerable Securities (as defined in the Registration Rights Agreement) or (ii) the date that the Registerable Securities can be sold, assigned or transferred without restriction or limitation pursuant to Rule 144 or Rule 144A promulgated under the Securities Act of 1933, as amended, (or a successor rule thereto). The Series B Warrants will be exercisable at any time or times on or after the date Stockholder Approval is obtained, have an initial exercise price of $0.001 per share of Common Stock and will not expire until exercised in full. The number of shares of Common Stock issuable under the Series B Warrants will be determined following the earliest to occur of: (i) the date on which a resale registration statement covering the resale of all Registrable Securities has been declared effective for 20 consecutive trading days, (ii) the date on which the Purchasers may sell the Registrable Securities pursuant to Rule 144 under the Securities Act for a period of 20 consecutive trading days, and (iii) twelve months and 20 days following the issuance date of the Series B Warrants (the "Reset Date"), in each case, pursuant to the lowest daily weighted average trading price of the shares of Common Stock during a period of 20 trading days, subject to a pricing floor of $0.502 per share of Common Stock, such that, assuming the Floor Price, the maximum number of shares of Common Stock underlying the Series A Warrants and Series B Warrants would be an aggregate of approximately 5,976,095 shares and 4,780,877 shares, respectively. The Company has undertaken to file a resale registration statement covering all of the Registrable Securities on behalf the Purchasers pursuant to a Registration Rights Agreement, also entered into with the Purchasers in connection with the Private Placement. Pursuant to the Registration Rights Agreement, the Company shall file the resale registration statement within 20 trading days after the closing of the Private Placement, and the resale registration statement shall be effective within 30 calendar days following the filing date (or, in the event of a full review by the United States Securities and Exchange Commission, 50 calendar days following the filing date). The exercise price and number of shares of Common Stock issuable upon exercise of the Series A Warrants are subject to adjustment upon future dilutive issuances and stock combination events. Whenever on or after the subscription date, as long as the Series A Warrant is outstanding, the Company issues or sells any Common Stock for a consideration per share less than a price equal to the exercise price in effect immediately prior to such issue or sale or deemed issuance or sale, then immediately after such Dilutive Issuance, the exercise price then in effect shall be reduced to an amount equal to the lower of (a) the New Issuance Price or (b) the lowest weighted average price during the five consecutive trading day period commencing on the date of the Dilutive Issuance (such lower price, the "Base Share Price"), and the number of shares of Common Stock issuable upon exercise of the Series A Warrant shall be proportionately adjusted such that the aggregate exercise price of the Series A Warrant on the issuance date for the warrant shares then outstanding shall remain unchanged; provided that the Base Share Price shall not be less than the Floor Price. In addition to the adjustments set forth above, if at any time on or after the issuance date there occurs any share split, reverse share split, share dividend, share combination recapitalization or other similar transaction involving the Common Stock and the lowest weighted average price of the Common Stock during the period commencing on the trading day immediately following the applicable Share Combination Event Date and ending on the fifth trading day immediately following the applicable Share Combination Event Date (provided if the Share Combination Event is effective prior to the opening of trading on the principal market, then, commencing on the Share Combination Event Date and ending on the fourth trading day immediately following the applicable Share Combination Event Date) is less than the exercise price then in effect, then, at the close of trading on the principal market on the last day of the Share Combination Adjustment Period, the exercise price then in effect on such 5th trading day shall be reduced (but in no event increased) to the Event Market Price and the number of warrant shares issuable upon exercise of the Series A Warrant shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for the warrant shares then outstanding; provided, however, that in no event shall the event market price be lower than the Floor Price. The Series A Warrant also includes a reset feature, where, on the Reset Date, the exercise price shall be adjusted to equal the lower of (i) the exercise price then in effect and (ii) the Reset Price (as defined in the Series A Warrant) determined as of the date of determination. Upon such reset of the exercise price pursuant to the Series A Warrant, the number of warrant shares issuable upon exercise of the Series A Warrant shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for the warrant shares then outstanding. The Company also entered into a placement agent agreement with Aegis, dated June 24, 2024, pursuant to which Aegis agreed to serve as the exclusive placement agent for the Company in connection with the Private Placement. The Company agreed to pay Aegis a cash placement fee equal to 8.00% of the gross cash proceeds received in the Private Placement and to pay for expenses of the Aegis' legal counsel up to an aggregate amount of $50,000. Pursuant to the Placement Agent Agreement, without the prior written consent of the Purchasers, the Company will not, for a period of 60 days after the later of the Release Date (as defined in the Securities Purchase Agreement) (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; (b) file or caused to be filed any registration statement with the Commission relating to the offering of any equity of the Company or any securities convertible into or exercisable or exchangeable for equity of the Company; or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections (a) or (b) hereof. Pursuant to the Securities Purchase Agreement, the Company shall hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) at the earliest practicable date after the date of the Securities Purchase Agreement, but in no event later than 60 days after the closing date of the Private Placement for the purpose of obtaining Stockholder Approval, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. Within 10 business days following the closing date of the Private Placement, the Company shall file with the SEC a preliminary proxy statement to request for the purpose of obtaining Stockholder Approval. From the date of the Securities Purchase Agreement until six months from the Release Date, the Company and its subsidiaries shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement) (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement). Amendment to Merger Agreement As previously disclosed, on June 1, 2023, Company's wholly-owned subsidiary, Kustom Entertainment, Inc., entered into an Agreement and Plan of Merger, by and among Clover Leaf Capital Corp., a Delaware corporation, CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser, Yntegra Capital Investments LLC, a Delaware limited liability company (the "Purchaser Representative"), Kustom Entertainment, and the Company. In connection with the transaction contemplated by the Merger Agreement, the Company, Clover Leaf and the Purchaser Representative entered into a Lock-Up Agreement as of June 1, 2023. On June 24, 2024, Clover Leaf, the Purchaser Representative, and the Company entered into Amendment No. 1 to the Merger Agreement. Pursuant to the Merger Agreement Amendment, the parties agreed to extend the Outside Date (as defined in the Merger Agreement) from July 22, 2024 to Aug. 30, 2024. About Digital Ally The business of Digital Ally (NASDAQ: DGLY) (with its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc., Kustom Entertainment, Inc., and its majority-owned subsidiary Nobility Healthcare, LLC), is divided into three reportable operating segments: 1) the Video Solutions Segment, 2) the Revenue Cycle Management Segment and 3) the Entertainment Segment. The Video Solutions Segment is the Company's legacy business that produces digital video imaging, storage products, disinfectant and related safety products for use in law enforcement, security and commercial applications. This segment includes both service and product revenues through its subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Ticketing Segment acts as an intermediary between ticket buyers and sellers within its secondary ticketing platform, ticketsmarter.com, and the Company also acquires tickets from primary sellers to then sell through various platforms. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. DIOCESE OF OGDENSBURG: Plan Exclusivity Period Extended to Oct. 11 ------------------------------------------------------------------ Judge Patrick G. Radel of the U.S. Bankruptcy Court for the Northern District of New York extended The Roman Catholic Diocese of Ogdensburg, New York's exclusive periods to file a plan of reorganization and obtain acceptance thereof to October 11 and December 10, 2024, respectively. As shared by Troubled Company Reporter, the Diocese has worked with its key constituencies on numerous issues and has made notable progress at this stage of the Chapter 11 Case toward resolving matters that are critical to the eventual formulation of a chapter 11 plan, including obtaining the Mediation Fee Order, resolving discovery disputes and orderly producing discoverable documents to the Committee and the insurers, and preparing for and attending mediation. In addition, the Diocese has been paying its post-petition debts when due in the ordinary course of business. The fact that a debtor has sufficient liquidity to pay its post-petition debts as they come due supports the granting of an extension of the debtor's exclusive periods because it suggests that such an extension will not jeopardize the rights of post-petition creditors. The Diocese will continue to pay its undisputed post petition debts as they come due, and it anticipates having adequate liquidity to do so. Moreover, because the Chapter 11 Case is still in its early stages, the Diocese respectfully asserts that it must be given the opportunity to continue the work it has already commenced to formulate a confirmable chapter 11 plan. The Diocese seeks to continue to work with the Committee, its insurance carriers, and other parties in interest to resolve issues and facilitate the development of any chapter 11 plan. Of critical importance are those issues concerning insurance coverage, which the Diocese has begun to address with its key insurance carriers. Counsel for the Debtor: Charles J. Sullivan, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (518) 533-3000 Email: csullivan@bsk.com About Roman Catholic Diocese of Ogdensburg The Diocese of Ogdensburg is a Latin Church ecclesiastical territory, or diocese, of the Catholic Church in the North Country region of New York State in the United States. It is a suffragan diocese in the ecclesiastical province of the Archdiocese of New York. Its cathedral is St. Mary's in Ogdensburg. The Diocese of Ogdensburg was founded on February 16, 1872. It comprises the entirety of Clinton, Essex, Franklin, Jefferson, Lewis and St. Lawrence counties and the northern portions of Hamilton and Herkimer counties. The current bishop is Terry Ronald LaValley. On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in both assets and liabilities. Mark Mashaw, diocesan fiscal officer, signed the petition. Judge Patrick G. Radel oversees the case. Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel. Stretto, Inc., is the claims agent and administrative advisor. DOMTAR CORP: Fitch Lowers Rating to 'BB-', Outlook Stable --------------------------------------------------------- Fitch Ratings has downgraded Domtar Corporation to 'BB-' from 'BB'. The Rating Outlook is Stable. The ratings downgrade to 'BB-' reflects Domtar's continued elevated leverage following the Resolute Forest Products Inc. acquisition against the backdrop of weak lumber prices, as well as the prospect of future additional leverage stemming from ongoing transactions in the forest products sector. The ratings remain supported by the company's considerable scale and product diversification, the high potential cash flow from the lumber products business, and the company's adequate liquidity. KEY RATING DRIVERS Elevated Leverage: Domtar's leverage rose significantly following the Resolute (RFP) acquisition, ending FY 2023 at a Fitch calculated level of 4.9x, up significantly from YE 2022 leverage of 2.0x. Fitch expects the company will slowly deleverage through the forecast period toward management's 2.5x mid-cycle target. However, the path will remain highly dependent on variable commodities pricing, especially lumber, and as such Fitch believes Domtar may spend the majority of the forecast period with leverage above its prior rating thresholds. Fitch does not expect funded debt levels of $2.5 billion to be reduced meaningfully in the next several years. Ongoing M&A Activity: Domtar's ongoing M&A strategy also weighs on its credit profile. The March 2023 acquisition of RFP added incremental debt of approximately $900 million, yielding total funded debt of approximately $2.5 billion at YE 2023, well above previous expectations. The subsequent divestitures of Domtar's Dryden and RFP's Thunder Bay facilities closed as expected in 2H23. This yielded combined proceeds of $417 million, which were partially offset by the acquisition of other assets for $186 million during the year. Domtar's owner Paper Excellence has contributed meaningful amounts of equity to the acquisitions, but the long-term strategic goals of the company are not well defined and could lead to additional leverage. Cyclical Weakness in Lumber: Domtar's acquisition of RFP roughly doubled the company's size and added product diversification, although overall exposure to cyclical end markets increased via the addition of RFP's large wood products business. RFP is one of the largest softwood lumber producers in North America, with an annual capacity of 2.9 billion board feet. Its lumber operations have been highly variable over the past several years, generating EBITDA from a recent annual low of $20 million in 2019 to over $700 million in 2021 adjusted for the deduction of 75% of duties. With the decline in post-pandemic lumber prices, Domtar's lumber operations have been operating at near EBITDA break-even levels through much of 2023 and into 2024. Fitch does not expect lumber prices to improve materially in the near term due to the persistence of high interest rates in the U.S., low housing affordability, and dampened new housing starts. The U.S. Department of Commerce plans to raise tariffs later this year on imports of Canadian softwood lumber products from 8.05% to about 14%. This could constrain Domtar's ability to lower its all-in costs and return to profitability. Diversified Forest Products Portfolio: Following the RFP acquisition, Domtar has a large-scale forest products portfolio across North American paper, pulp and containerboard, and benefits from competitive cost positions and end-market diversification. While the paper segment is in secular decline, Domtar's paper production is favorably positioned in the lower half of the cost curve, which partially mitigates against the downward trend in annual volumes. The paper sector also benefits from an orderly market structure, with major producers, including Domtar, regularly reducing capacity to maintain a market supply/demand balance. Domtar's growing containerboard segment benefits from long-term growth in e-commerce and box shipments via its recently completed Kingsport facility. Pulp and fluff production is exposed to long-term demand growth for sanitary products, especially in Asia. The lumber business acquired with RFP is the fifth-largest in North America, with still high potential cash flow and exposure to a long-term housing deficit in the U.S. DERIVATION SUMMARY Domtar is among the leading freesheet paper businesses in the consolidated North American market, and holds market positioning comparable to that of Berry Global Group Inc. (BB+/Stable), Sealed Air Corporation (not rated) and Crown Holdings, Inc. (not rated), which compete in the more fragmented packaging market. Packaging peers' end markets are significantly more robust, driven by stable consumer nondiscretionary food and beverage end markets. Domtar's freesheet paper segment is in secular volume decline, which may accelerate with the work-from-home trend. Domtar's approximately $650 million in annual EBITDA is considerably smaller than forest products peers International Paper Company (not rated) at $3 billion in annual EBITDA and Packaging Corporation of America's $1.3 billion in annual EBITDA, as well as packaging peer Berry's $2.4 billion of EBITDA and Silgan Holdings Inc.'s (BB+/Stable) $750 million in EBITDA. Domtar is privately owned by Paper Excellence and its strategy is less transparent than publicly traded peers. Domtar's standalone EBITDA margins have historically been 11%-14% and are lower than Klabin's typical 30%-40% margins due to the latter's leading scale and low-cost position in commodity pulp products. Domtar's margins are in the same low to mid-teens vicinity as Crown and Sealed Air, and slightly lower than Berry's, although Domtar's margin volatility is somewhat higher than packaging peers due to its exposure to cyclical pulp prices. Although maintenance capex requirements are low, Domtar could face capital investment needs over coming years to convert freesheet capacity pulp and containerboard production, the demand for which exceeds that of peer packaging companies, which typically face capital investment requirements under 5% of sales of a more discretionary nature. Domtar's leverage following the acquisition, is expected to remain lower than packaging peers, in the 3.5x area through the forecast period. Berry is expected to maintain total leverage of 3.5x-4.0x, Silgan in the 4.0x area, and Crown in the high 4x area. Domtar's gross leverage is higher than International Paper's 2.5x in 2020 and Packaging Corporation of America's 2.1x level in 2020. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include - Lumber prices remain subdued during forecast period, reflecting higher than expected interest rate environment and subdued housing activity; - Generally supportive paper and containerboard markets; pulp prices in downcycle; - Annual $95 million in pension and benefits contributions. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage consistently below 3.5x; - Maintenance of sufficient liquidity commensurate with a more highly cyclical business profile; - Adherence to credit-conscious capital allocation policies in the context of a well-defined strategic plan. Factors that Could, Individually or Collectively, Lead to a Negative Rating Action/Downgrade - EBITDA leverage consistently above 4.5x; - Failure to maintain adequate liquidity in support of a more highly cyclical business profile; - Weakening in leverage targeting or credit policies, including those involving shareholder payments or related-party transactions; - Any change in policies or actions that erode the standalone management of Domtar's financial policies. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of March 31, 2024, Domtar had cash on hand of $103 million and $463 million available on its $1 billion asset-based lending revolving facility (outstanding borrowings consisting of $355 million in borrowings and $166 million in LOCs). Cash flow generation is expected to be mostly positive in the forecast period. Fitch expects Domtar to have adequate liquidity to meet its financial commitments over the forecast period. Manageable Debt Maturities: The majority of Domtar's debt, including Farm Term Loan B, the First Lien Term Loan, senior secured bonds, and the asset-based lending facility come due in 2028. Of Domtar's 2042 and 2044 senior unsecured notes, $266 million remains in the capital structure following a tender process. ISSUER PROFILE Domtar Corporation manufactures and distributes paper, market pulp, wood products, and tissue. 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 ----------- ------ -------- ----- Domtar Corporation LT IDR BB- Downgrade BB senior unsecured LT BB- Downgrade RR4 BB senior secured LT BB+ Downgrade RR1 BBB- senior secured LT BB Downgrade RR2 BB+ DR. ERNIE F SOTO: Tarek Kiem Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed Tarek Kiem, Esq., at Kiem Law, PLLC as Subchapter V trustee for Dr. Ernie F Soto, P.A. Mr. Kiem will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kiem declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tarek Kiem, Esq. Kiem Law, PLLC 8461 Lake Worth Road, Suite 114 Lake Worth, FL 33467 Tel: (561) 600-0406 Email: tarek@kiemlaw.com About Dr. Ernie F Soto Dr. Ernie F Soto, P.A. is a family and cosmetic dental clinic in Plantation, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15979) on June 17, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Dr. Ernie F. Soto, D.D.S., president and director, signed the petition. Judge Scott M. Grossman presides over the case. Kathleen L. DiSanto, Esq., at Buss Ross, P.A. represents the Debtor as legal counsel. EAGLEVIEW TECHNOLOGY: S&P Lowers ICR To 'CCC' on Free Cash Flow --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on EagleView Technology Corp. to 'CCC' from 'B-'. S&P lowered its issue-level ratings on its first-lien credit facility to 'CCC+' and second-lien term loan to 'CC'. S&P said, "The negative outlook reflects the risk that we could lower our ratings further if liquidity weakens significantly and the company is unable to refinance, increasing the likelihood of a default or distressed transaction. "We believe EagleView's liquidity will worsen due to its prolonged high capital expenditure (capex) spending and debt servicing costs rendering its capital structure unsustainable. We forecast FOCF deficits will persist due to its high capex spending as a key underpinning of the company's competitive offering is its high-resolution aerial imagery and differentiated software. The company had drawn almost all of its revolver as of the end of 2023, and subsequently issued a privately placed term loan to bolster liquidity. We viewed its ability to issue the incremental term loan amid a difficult market environment favorably. Still, we expect additional cash needs will tighten its already strained liquidity. We view the cash burn as unsustainable, and believe the company is likely to default without an unforeseen positive development. "We believe there is heightened risk in addressing its debt maturities due to cash shortfalls, weak liquidity, and elevated leverage. Liquidity is weak, with limited cash on hand and negligible revolver availability. The company's $85 million revolver and $635 million both come due in 2025, but its elevated leverage and cash flow deficit may make refinancing difficult. We believe higher interest rates will put further pressures on cash flows. These recent events indicate an unsustainable capital structure and a rising probability of a restructuring that we consider tantamount to a distressed exchange in the next 12 months. "A transition toward a subscription revenue base should support revenue and EBITDA growth but weather volatility is a key credit risk. The company underperformed our expectations in the first quarter of 2024 and saw revenue declines of 12% and S&P adjusted EBITDA contraction stemming largely from its transition to subscription revenue and weather volatility in its insurance segment. We were previously expecting performance improvement as the company benefits from meaningful investments in technology. We believe the shift to subscription-based revenue will support revenue and margin growth in its future years, but forecast weaker operating performance in the next year. Weather-related volatility remains a concern in its insurance segment and could weigh on profits. "The negative outlook reflects the uncertainty around the company's ability to address its upcoming 2025 maturities, the sustainability of its capital structure, and our view that a distressed exchange is likely. "Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." EIGER BIOPHARMACEUTICALS: Hires Meland Budwick, P.A. as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Eiger Biopharmaceuticals, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Dentons Meland Budwick, P.A. as counsel. The firm will provide these services: a. give advice to the Committee with respect to its rights, powers and duties as the Committee in these Cases; b. assist and advise the Committee in its consultations with the Debtors relative to the administration of these Cases; c. assist with the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' business and any other matters relevant to these Cases; d. assist the Committee in its analysis of and negotiations with the Debtors or any third-party concerning matters related to, among other things, the terms of sales, a plan of reorganization or liquidation, or other conclusion of these Cases; e. assist the Committee in requesting the appointment of a trustee or examiner, should such action become necessary; f. represent the Committee at all hearings and other proceedings; g. review and analyze all applications, orders, statements of operations and schedules filed with the Court and advise the Committee accordingly; h. assist the Committee in preparing agreements, motions, applications, orders, complaints, answers, briefs and pleadings as may be necessary in furtherance of the Committee's interests and objectives; and i. perform such other legal services as may be required under the circumstances of these Cases and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these rates: Partners $510 to $795 per hour Associates and of-counsel $325 to $575 per hour Paralegals $220 to $315 per hour The following is provided in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition period. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: No. Question: Has your client approved the prospective budget and staffing plan, and if so, for what budget period? Response: As the Committee was only formed on June 10, 2024, and the firm was only retained on June 14, 2024, the firm cannot estimate a budget at this time, but will develop a budget and staffing plan to reasonably comply with any request for information and additional disclosures from the U.S. Trustee, as to which MB reserves all rights. The Committee has approved the firm's proposed hourly billing rates. Daniel N. Gonzalez, Esq., a partner at Meland Budwick, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael S. Budwick, Esq. Daniel N. Gonzalez, Esq. Meaghan E. Murphy, Esq. Shira A. Baratz, Esq. Meland Budwick, P.A. 3200 Southeast Financial Center 200 South Biscayne Blvd. Miami, FL 33131 Tel: (305) 358-6363 Email: mbudwick@melandbudwick.com dgonzalez@melandbudwick.com mmurphy@melandbudwick.com sbaratz@melandbudwick.com About Eiger BioPharmaceuticals Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for rare metabolic diseases. The company's shares traded on Nasdaq under the symbol "EIGR". Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-80040) on April 1, 2024. In its petition, Eiger listed $38.8 million in assets and $53.1 million in liabilities as of the bankruptcy filing. Judge Stacey G. Jernigan oversees the cases. The Debtors are represented by Sidley Austin LLP as legal counsel, Alvarez & Marsal as financial advisor and SSG Capital Advisors, LLC as restructuring investment banker. Kurtzman Carson Consultants LLC is the claims agent. EL DORADO: Trustee Hires Energy Advisors as Marketing Advisor ------------------------------------------------------------- Dawn Ragan, the Trustee of El Dorado Gas & Oil, Inc. and its affiliate, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Energy Advisors Group, Inc. as marketing advisor and sales agent. The firm's services include: a. reviewing information reasonably necessary to evaluate operations and cash flow of the Oil and Gas Assets; b. reviewing such financial, market and industry information and conducting such other valuation analyses as are relevant and appropriate; c. advising and assisting the Movants as to the form and structure of the proposed transaction taking into account the Movants' objectives disclosed to EAG regarding price, timing, tax implications and strategic benefits; d. assisting in developing a marketing strategy for sale by way of a negotiated or sealed bid process including: i. developing a teaser for preliminary marketing of the assets; ii. using teasers, presentations, brochures, VDRs and databases to build a "sale process"; iii. merging raw data with public data to create a presentation tailored to the Movants' specific sale process; iv. identifying and contacting potential buyers, subject to buyer execution of appropriate non-disclosure agreements; v. tracking potential purchasers by their historical activities, current efforts and future acquisition criteria, such as monitoring M&A activity and monitoring buyer hits through website listings, various social media activity and other proprietary data collection methods; vi. preparing and/or distributing any necessary marketing materials including, as appropriate, a website listing, teaser, QuickLook, confidentiality agreements, and forms of definitive agreements; vii. providing weekly marketing reports including executive summaries of developments; contacts, data room bookings, executed confidentiality agreements, and management presentation schedules; and feedback from prospective buyers; viii. assisting with the negotiation of confidentiality and related agreements with prospective buyers; ix. assisting in establishing bid and sale procedures, including defining qualified bids/bidders, deposit requirements, auction processes, and timelines; x. assisting in evaluating expressions of interest and in identifying qualified buyers for due diligence; xi. assisting with buyer due diligence, including arranging site visits and management discussions; xii. providing an end-of-process report to breakdown buyer interests, results and assist with ensuring the appropriate buyer is selected; xiii. requesting and qualifying final bids from buyers and assisting the Trustee in evaluating bids received; xiv. assisting in negotiating and structuring the sale and asset purchase agreements with potential buyers, leading to the execution of definitive agreements and closing, subject to court approval; e. handling all data management and setting up a virtual data room with proper infrastructure and confidentiality, which shall contain all relevant material, to allow for the secure and efficient dissemination of information, real time monitoring and VDR reporting; and f. providing such other ancillary advisory services as the Movants and EAG agree are customary and appropriate in the circumstances. The firm will be paid at these rates: a. A monthly fee ("Monthly Fee") of $25,000 per month due every 30 days until all Oil and Gas Assets are sold or the Engagement Agreement is terminated pursuant to the terms thereof; b. A transaction fee ("Transaction Fee") which shall be due at the closing of any sale subject to the Engagement Agreement. The Transaction Fee is three (3) percent of the total Transaction Value which is defined in the Engagement Letter;4 c. Expert testimony ("Expert Fees") which shall be due to the extent that EAG is requested and required to provide expert testimony, expert reports, or depositions related to these Chapter 11 Cases (but for the avoidance of doubt, these Expert Fees are not applicable to time relating to this Application). The Expert Fee is an additional charge of $500/hour; and d. Technical services fees ("Technical Fees") will be due to the extent that over ten (10) hours per week of technical management and engineering services are required to assist in the aggregation and analysis of all available data related to the Oil and Gas Assets. EAG will notify the Trustee if these services become necessary and will be billed at $250/hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian J. Lidsky, a partner at Energy Advisors Group, Inc, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian J. Lidsky Energy Advisors Group, Inc. 4265 San Felipe Street, Suite 650 Houston, TX 77027 Tel: (713) 600-0123 About El Dorado Gas & Oil and Hugoton Operating Company Hugoton Operating Company, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023, with $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Thomas L. Swarek, president, signed the petition. On Feb. 22, 2024, Bluestone Natural Resources II - South Texas, LLC and World Aircraft, Inc. filed separate Chapter 11 petitions (Bankr. S.D. Miss. Case Nos. 24-50223 and 24-50224). On Jan. 12, 2024, the Court entered an order directing the appointment of a Chapter 11 trustee for Hugoton. On Jan. 22, 2024, the Court approved Dawn Ragan as the Chapter 11 trustee for Hugoton. On Jan. 31, 2024, the Court ordered the appointment of a Chapter 11 trustee for El Dorado. On Feb. 2, 2024, the Court approved Ms. Ragan as Chapter 11 trustee for El Dorado. No official committee of unsecured creditors has been established in any of the Debtor cases. Hugoton and El Dorado are both Arkansas corporations engaged in the exploration, production, and development of crude oil and natural gas properties. El Dorado is a lease holder and operator of oil and gas wells covering about 4,000 net acres in South Texas. El Dorado also owns a substantial amount of oil field equipment and owns real estate in multiple locations and states. Hugoton also owns oil and gas interests and operates wells in South Texas. Hugoton is 100% owned by El Dorado and El Dorado is 100% owned by Thomas Swarek. Bluestone is 100% owned by Hugoton. Bluestone owns oil and gas interests operated by the EDGO Debtors. World Aircraft is 100% owned by EDGO. World Aircraft owns various aircraft and equipment assets. Judge Katharine M Samson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is Debtors Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc. R. Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo, Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11 Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating Company, Inc. EMERGENT BIOSOLUTIONS: S&P Lowers ICR to 'CCC', Off Watch Negative ------------------------------------------------------------------ S&P Global Ratings removed its ratings on Emergent BioSolutions Inc. from CreditWatch with negative implications, where S&P had placed them March 12, 2024. S&P also lowered its issuer credit rating on Emergent to 'CCC' from 'CCC+'. At the same time, S&P lowered its issue-level rating on the senior unsecured notes to 'CCC-' from 'CCC'. S&P's negative outlook reflects Emergent's weak liquidity position, with over $450 million of term loan debt and revolver borrowing maturing in May 2025, as well as its potential for covenant violations, which could result in a default within the next 12 months. Emergent BioSolutions Inc. recently amended its credit agreement with its senior secured lenders. However the May 2025 maturities for its revolver and term loan remain unchanged. Given the tightened covenants and about $458 million outstanding borrowing on its secured debt that matures in May 2025, S&P sees increasing risks that the company could default within the next 12 months. S&P said, "We characterize Emergent's liquidity as weak because it does not have sufficient sources of liquidity to address its upcoming maturities within the next 12 months. As of March 31, 2024, Emergent had about $78 million of cash and cash equivalents. It subsequently announced the sale of its Baltimore-Camden manufacturing site for about $30 million, which is expected to close in the third quarter of 2024. The company's revolving credit facility and term loan mature in May 2025 and represent a $458 million use of cash in our analysis. We believe the company will require an amendment to its credit agreement, a refinancing, or an infusion of cash in order to remain liquid." Emergent's recently amended credit agreement makes a covenant violation increasingly likely. The terms of Emergent's recently announced credit agreement require the company to comply with a monthly minimum consolidated EBITDA covenant. Additionally, it must raise $85 million of equity, unsecured debt, or permitted dispositions and use those proceeds toward its revolver. Revolver availability was lowered to $270 million and steps down to $225 million on July 31, 2024, and then to $200 million beginning Oct. 31, 2024. Given the company's current revolver balance of $264 million as of March 31, 2024, and the difficulties surrounding raising additional capital in a distressed situation, we believe there is an increased likelihood of a covenant violation. Despite the near-term debt maturities and tight covenants, Emergent's business is showing signs of recovery that could improve prospects for an extension, refinancing of secured debt, or a successful equity or debt raise. S&P said, "We expect the company will post much stronger earnings in 2024 than in 2023 due to strong NARCAN and medical countermeasure sales that increased first-quarter revenues 83% year over year. However, we believe Emergent will struggle to build on this strong year given the entry of generics to NARCAN and the challenging nature of predicting government purchase orders. Still, we expect the company's operating efficiency will gradually improve as it executes its new transformation plan, which consolidates operations, closes several manufacturing facilities, and restructures its workforce." S&P said, " negative outlook reflects Emergent's weak liquidity position, with over $450 million of term loan debt and revolver borrowing maturing in May 2025, as well as its potential for covenant violations, which could result in a default within the next 12 months. "We would lower the ratings if Emergent announces an event we consider tantamount to default, such as a below-par debt exchange, or if it misses an interest or amortization payment, or we believe a default is likely to occur within the next six months." S&P could take a positive rating action if: -- Emergent extends its revolver and term loan facilities beyond 12 months; and -- S&P believes there is materially lower risk that the company will violate its covenants within 12 months. Social risk factors are a negative consideration, and governance factors are a moderately negative consideration in our credit rating analysis of the company. Emergent had well-documented manufacturing concerns unearthed at its facilities, resulting in a lengthy U.S. Food and Drug Administration inspection, a congressional hearing, the disposal of hundreds of millions of COVID-19 vaccine doses during a time when many countries were desperate for them, and the announced winddown of its contract development and manufacturing organization business. The company has incurred significant remediation costs in recent years and has lost contracts with drug manufacturers and the U.S. government because of these quality issues. S&P believes the company's poor execution under its COVID-19 vaccine manufacturing contracts could further hinder its ability to win new contracts or renew existing contracts at favorable terms. ENERFLEX LTD: S&P Alters Outlook to Positive, Affirms 'BB-' ICR --------------------------------------------------------------- S&P Global Ratings revised the outlook on Enerflex Ltd., a Canadian midstream energy company, to positive from stable and affirmed its 'BB-' issuer credit rating on the company. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured $625 million notes due 2027 to 'BB' on improved recovery prospects following the repayment of its term loan A. Our '2' recovery rating on this debt indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. "The positive outlook reflects our expectation for a further decline in S&P Global Ratings-adjusted debt to EBITDA to 2.0x-2.5x in 2025. "We expect the company will continue to allocate free cash flow to repay debt and achieve its revised net leverage target of 1.5x-2.0x over the next 12 months. "We anticipate S&P Global Ratings-adjusted EBITDA of between $320 million to $340 million in 2024, growing to $410 million to $430 million in 2025 as the company completes its integration and books its existing Engineering Systems backlog. Our earnings expectations over the next two years also reflect our assumption that natural gas prices will continue to remain supportive of service demand, that Enerflex's predominantly fee-based contract profile is renewed, and that the generation of engineering systems bookings remains at current levels. We anticipate the company will generate free operating cash flow (FOCF) of between $100 million to $200 million in 2024 and 2025 and will allocate a majority of its free cash flow to reduce drawings on its revolving credit facility while maintaining disciplined growth. As a result, we expect S&P Global Ratings-adjusted leverage to decrease to 2.6x in 2024 from 3.0x in 2023, before further declining to 2.0x-2.5x in 2025. "Our view of the company's country risk has improved following the exit of its Kurdistan operations. "The discontinuation of Kurdistan operations, which exhibited cost overruns in the first quarter of 2024 and was subsequently halted over security issues, improves our view of the overall country risk exposure of the company. Although exposure to other geographies, such as Argentina, continues to weigh on our assessment of country risk, we anticipate EBITDA growth will stem from North American operations, which will constitute over 60% of the country's EBITDA and poses very low country risk. Additionally, the company's diverse customer base in Latin America and the Eastern Hemisphere may minimize earnings volatility from any one particular region. "Our positive outlook reflects our expectation that Enerflex will continue to delever to under S&P Global Ratings-adjusted 2.5x leverage in the next 12 months. "We could revise our outlook to stable if operating conditions deteriorate and affect contract renewals and bookings, such that we expect S&P Global Ratings-adjusted leverage to be sustained above 3.0x. "We would raise the rating if we expect the company will sustain S&P Global Ratings-adjusted leverage below 2.5x and maintain a strong engineering systems backlog and renew existing contracts." ENSERVCO CORP: Majority Stockholders Take Action by Written Consent ------------------------------------------------------------------- Enservco Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 25, 2024, the majority stockholders of Enservco took action by written consent. As of that date, the Majority Stockholders held 19,033,279, or approximately 51.8% of the Company's issued and outstanding common stock, par value $0.005 per share. Pursuant to the Written Consent, the Majority Stockholders approved: (1) to issue shares to Buckshot Trucking, LLC, a Wyoming limited liability company pursuant to a Membership Interest Purchase Agreement by and between the Company and Buckshot; and (2) to issue shares to Keystone Capital Partners, LLC pursuant to a Common Stock Purchase Agreement by and between the Company and Keystone. No shares of the Company's capital stock were cast "against" any of the items considered by the Company’s stockholders, and there were no abstentions or broker non-votes. The Company intends to file a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholders and as soon as it may do so, will mail the Schedule 14C to its stockholders of record as of June 25, 2024. The Written Consent will be effective 20 days after that mailing. About Enservco Headquartered in , Longmont, CO, Enservco -- www.enservco.com -- (through its wholly owned subsidiary) provides various services to the domestic onshore oil and natural gas industry. These services include hot oiling and acidizing and frac water heating. The Company owns and operates a fleet of specialized trucks, trailers, frac tanks and other well-site related equipment and serve customers in several major domestic oil and gas producing areas, including the Denver-Julesburg/Niobrara area in Colorado and Wyoming, the San Juan Basin in northwestern New Mexico, the Marcellus and Utica Shale areas in Pennsylvania and Ohio, the Jonah area, Green River and Powder River Basins in Wyoming, and the Eagle Ford Shale and East Texas Oilfield in Texas. Houston, Texas-based Pannell Kerr Forster of Texas, P.C., the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has a significant working capital deficiency, has recurring losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ETTA SCOTTSDALE: $4.050M Sale to InKind Cards to Fund Plan ---------------------------------------------------------- Etta Scottsdale, LLC and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Second Amended Plan of Liquidation for Small Business dated June 13, 2024. All six Debtors are limited liability companies. David Pisor is the majority owner of Etta Collective (Pisor owns 88% and other investors own 12%). The other operating Debtors are all majority- or wholly-owned and managed by Etta Collective. The Debtors used to be part of an even larger group of restaurants. In January 2023, the partners in that group entered into a business separation agreement (the "Separation Agreement") whereby the restaurant locations were split up. Of relevance to this case, Etta Collective became the majority owner of certain entities, including the other Debtors. Since that transaction, the Debtors unfortunately struggled from the weight of legacy debts, unprofitable locations, and unfortunate circumstances. As restaurants, the Debtors' assets primarily consist of their leases and licenses, good will and operational cash-flows, built out spaces, furniture, restaurant supplies, and perishable food and beverages. In bankruptcy, the Debtors proceeded with operations in the ordinary course with the ultimate goal of maximizing value and consummating a sale of substantially all of their assets. With that goal in mind, on February 2, 2024, the Debtors filed their Motion for Entry of an Order (I) Approving Bidding Procedures in Connection with Sale of Assets of the Debtors, (II) Approving Form and Manner of Notice, (III) Scheduling Auction and Sale Hearing, (IV) Authorizing Procedures Governing Assumption and Assignment of Certain Contracts and Unexpired Leases, and (V) Granting Related Relief (the "Sale Motion"), whereby the Debtors sought approval to sell substantially all of their assets at a public auction. On March 25, 2024, the Debtors held a public auction, and on March 26, 2024, the Debtors announced InKind Cards, Inc. as the successful bidder. On April 5, 2024, the Court entered the Sale Order approving the Sale Transaction for $4,050,000. The Sale Transaction closed on April 16, 2024, resulting in the transfer of ownership of substantially all of the Debtors' operating assets to the Buyer. For purposes of the Plan, the Debtors attempted to allocate the $4,050,000 purchase price in the fairest possible manner between the Debtors. The allocation is based on the highest individual bids received at the Auction for those Debtors whose assets were actually sold in the Sale Transaction: (a) Aya Bakery: 9% (or $364,5000 based on gross Sale Proceeds); (b) Etta Bucktown: 52% (or $2,106,000 based on gross Sale Proceeds); and (c) Etta Scottsdale: 39% (or $1,579,500 based on gross Sale Proceeds). The Debtors have not allocated any of the Sale Proceeds to Etta River North and 1840 North Ave since neither entity held assets that were sold as part of the Sale Transaction. Class 2A consists of Allowed Unsecured Claims against 1840 North Ave. Holders of Allowed Unsecured Claims in Class 2A will receive a Pro-Rata share of any Distributable Proceeds after the SBA Lender/Class 1A Holder has been satisfied. The Debtors believe that Holders of Allowed Unsecured Claims in Class 2A will not receive a recovery. Class 2A is Impaired. Class 1B consists of Allowed Unsecured Claims against Aya Bakery. Holders of Allowed Unsecured Claims in Class 1B will receive a Pro-Rata share of the Distributable Proceeds. The Debtors believe that Holders of Allowed Unsecured Claims in Class 1B will receive a recovery. Class 1B is Impaired. Class 3C consists of Allowed Unsecured Claims against Etta Bucktown. After the Wintrust DIP has been re-paid in full: The SBA Lender will receive the first $63,000 in Distributable Proceeds pursuant to the Bucktown Lien Priority Settlement. Thereafter, Class 3C Holders will receive a Pro-Rata portion of 25% of all Distributable Proceeds available after Etta Bucktown has satisfied its obligations to Class 1C. Class 3C is Impaired. Class 2D consists of Allowed Unsecured Claims against Etta Collective. Holders of Allowed Unsecured Claims in Class 2D will receive a Pro-Rata share of any Distributable Proceeds after Etta Collective has satisfied its obligations to Class 1D. The Debtors believe that Holders of Claims in Class 2D will likely not receive a recovery, but there is a possibly depending in part on recoveries and claim objections at other Debtors. Class 2D is Impaired. Class 2E consists of Allowed Unsecured Claims against Etta River North. Holders of Allowed Unsecured Claims in Class 2E will receive a Pro-Rata share of any Distributable Proceeds after Etta River North has satisfied its obligations to Class 1E. The Debtors believe that Holders of Claims in Class 2E will likely not receive a recovery, but there is a possibility depending in part on whether the ERC Tax Credit for Etta River North is collectible. Class 2E is Impaired. Class 3F consists of Allowed Unsecured Claims against Etta Scottsdale. Holders of Allowed Unsecured Claims in Class 3F will receive a Pro-Rata share of any Distributable Proceeds after Etta Scottsdale has satisfied its obligations to Classes 1F and 2F. The Debtors believe that Holders of Claims in Class 3F will likely not receive a recovery, but there is a possibly depending in part on whether the ERC Tax Credit for Etta Scottsdale is collectible. Class 3F is Impaired. The assets of three of the Debtors, Etta Bucktown, Etta Scottsdale, and Aya Bakery, were sold via a Court-approved sale for a total sale price of $4,050,000. This Plan sets forth how the Debtors propose to allocate the sale proceeds and other assets among the Debtors, and then make distributions to creditors in accordance with the Bankruptcy Code's priority scheme. In addition, the Plan contemplates the establishment of a liquidating trust to pursue the collection of other assets that may enhance creditor recoveries, wind-up the Debtors (such as completing final tax returns), and effectuate distributions. A full-text copy of the Second Amended Liquidating Plan dated June 13, 2024 is available at https://urlcurt.com/u?l=yUm8qg from PacerMonitor.com at no charge. Counsel to the Debtors: Matthew E. McClintock, Esq. Jeffrey C. Dan, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W. Washington Street, Suite 1221 Chicago, IL 60602 Telephone: (312) 337-7700 Facsimile: (312) 277-2310 Email: mattm@goldmclaw.com jeffd@goldmclaw.com About Etta Scottsdale Etta Scottsdale, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10063) on January 18, 2024, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Karen B. Owens oversees the case. Maria Aprile Sawczuk, Esq., at Goldstein & Mcclintock, LLLP represents the Debtor as legal counsel. EVOFEM BIOSCIENCES: Files Amended Certificate With Delaware State ----------------------------------------------------------------- Evofem Biosciences, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Required Holders of Evofem Biosciences, Inc. approved, via unanimous written consent, the amended and restated certificate of designation to the Company's certificate of designation designating the rights, preferences and limitations of the Company's Series F-1 Convertible Preferred Stock. The Amended Certificate provides, among other things, for the removal of the adjustment provisions previously described in Section 8(h) of the Certificate of Designation and changed the Conversion Price to $0.0154 as described in Section 4(b)(ii). Following the approval of the Amended Certificate, via unanimous written consent of the Required Holders, the Company filed the Amended Certificate with the Secretary of State of the State of Delaware on June 20, 2024. About Evofem Evofem Biosciences, Inc. is a San Diego-based commercial-stage biopharmaceutical company with a strong focus on innovation in women's sexual and reproductive health. The Company's first commercial product, Phexxi, was approved by the FDA on May 22, 2020. Phexxi is the first and only FDA-approved, hormone-free prescription contraceptive vaginal gel. Walnut Creek, Calif.-based BPM, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has suffered recurring losses from operations, negative cash flows from operations since inception, has received a notice of default for its convertible notes, and does not have sufficient capital to repay such obligations, which are now currently due and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EXPRESS INC: Completes Sale of Assets to Phoenix Retail, EXPWHP --------------------------------------------------------------- Express, Inc. announced in a court filing that on June 21, the company and its affiliates completed the sale of substantially all of their assets to Phoenix Retail, LLC and EXPWHP, LLC. The transaction was consummated a week after the U.S. Bankruptcy Court for the District of Delaware approved the companies' sale agreement with the buyers on June 14. The buyers were selected as the winning bidders for the assets following an extensive bid process approved by the bankruptcy court. Phoenix Retail and EXPWHP offered to purchase the companies' business operations and intellectual property, respectively. The purchase price includes $136 million in cash and $38 million of assumed liabilities. Phoenix Retail is a consortium comprised of WHP Global, the direct parent of EXPWHP, and two affiliated entities of Express Inc.'s most material landlords, Simon Property Group, L.P. and BPR Acquisitions LLC. About Express Inc. Express, Inc., operates specialty retail apparel stores. The Company offers apparel and accessories such as jeans, sweaters, dresses, suits, and coats. Express serves customers in the United States. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10831) on April 22, 2024. In the petition signed by Stewart Glendinning, chief executive officer, the Debtor disclosed $1,298,055,000 in assets and $1,199,781,226 in liabilities. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Klehr Harrison Harvey Branzburg, LLP as local bankruptcy counsel; Moelis & Company, LLC as investment banker; M3 Advisory Partners, LP as restructuring advisor; and Stretto, Inc. as claims agent. Stephen L. Iacovo, Esq., at Ropes & Gray, LLP serves as counsel to ReStore Capital, LLC, agent to the FILO Lenders. ReStore is also the agent under a second lien senior secured DIP single-draw term facility. AlixPartners, LLP serves as advisor to the DIP agents. Randall L. Klein, Esq., Eva D. Gadzheva, Esq., and Dimitri G. Karcazes, Esq., at Goldberg Kohn Ltd., serve as counsel to Wells Fargo Bank, National Association, as first lien ABL agent. Wells Fargo is also the agent under a first lien senior secured DIP revolving credit facility. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel, LLP and Saul Ewing, LLP as legal counsels; and Province, LLC as financial advisor. FARADAY FUTURE: Request to Continue Listing Approved by Nasdaq -------------------------------------------------------------- Faraday Future Intelligent Electric Inc. announced June 27, 2024, that the Company was notified on June 26, 2024 by The Nasdaq Stock Market LLC that the Nasdaq Hearings Panel has granted the Company's request for continued listing on Nasdaq subject to the Company's compliance with the periodic reporting requirement by July 31, 2024, and the minimum bid price requirement by Aug. 31, 2024. The Company is taking definitive steps to timely satisfy the conditions set forth in the decision letter and expects to update shareholders regarding any material events relating to the Company's Nasdaq listing, as applicable. The Company recently announced that it has taken steps to regain full Nasdaq compliance, including filing its 2023 Annual Report on Form 10-K at the end of May, engaging a new independent auditor, filing a preliminary proxy statement with a proposal to effect a reverse stock split, and committing to file its first quarter Form 10-Q no later than the end of July. In addition, the Company intends to timely file its second quarter Form 10-Q. "We would like to thank the Nasdaq Hearings Panel for this decision as it is a positive step in the right direction for FF to regain full compliance," said Matthias Aydt, Global CEO of FF. "We plan to continue on this trajectory of committing to completing additional requirements in the coming weeks." About Faraday Future Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) -- http://www.ff.com-- designs and engineers next-generation intelligent, connected, electric vehicles. FF manufactures vehicles at its production facility in Hanford, California, with additional future production capacity needs addressed through a contract manufacturing agreement with Myoung Shin Co., Ltd., an automotive manufacturer headquartered in South Korea. FF has additional engineering, sales, and operational capabilities in China and is exploring opportunities for potential manufacturing capabilities in China through a joint venture or other arrangements. New York, NY-based Mazars USA LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 28, 2024, citing that the Company has incurred operating losses since inception, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. FOUNDATION BUILDING: Moody's Affirms 'B2' CFR, Outlook Stable ------------------------------------------------------------- Moody's Ratings affirmed Foundation Building Materials, Inc.'s (FBM) corporate family rating at B2 and the probability of default rating at B2-PD following the announcement of a proposed $600 million add-on to its existing backed senior secured first lien term loan B-2. At the same time, Moody's also affirmed the backed senior secured first lien term loan ratings at B2 and the senior unsecured notes rating at Caa1. The outlook is maintained at stable. Proceeds from the incremental term loan will be used, in conjunction with $190 million of equity, to fund an identified acquisition and to pay fees and expenses associated with the transaction. The affirmation reflects FBM's increased scale and diversity following the proposed transaction. The acquisition is expected to be accretive to FBM's margins and to further the company's exposure in its existing product portfolio, particularly in commercial doors and related products. The affirmation further reflects FBM's track record of integrating material acquisitions, including in its history Marjam Supply Company in March 2023 and Beacon Interiors in February 2021. The stable outlook reflects Moody's expectation that FBM will not further use its balance sheet to fund shareholder returns or material acquisitions until it has demonstrated a material improvement in its leverage profile. The outlook is also predicated on expected improvement of FBM's key credit metrics, including EBITDA margins growing toward 13% and leverage remaining below 6.0x, both on a Moody's-adjusted basis. The B2 ratings on the backed senior secured first lien term loans are in line with the B2 CFR. This reflects subordination to company's asset based revolving credit facility with support from the junior ranking senior unsecured notes. Moody's expect the covenant terms to be largely the same as the existing credit agreement. RATINGS RATIONALE FBM's B2 CFR reflects high leverage of about 5.9x for the LTM period ending March 31, 2024, pro forma for the contemplated acquisition. The company has had success in growing through acquisitions, but this strategy adds operational and integration risk. The company faces intense competition, and its product mix is reliant on commodity-like products, making it difficult to maintain pricing power. Also, the continued deployment of capital for debt-financed dividends remains an ongoing credit risk. Good operating performance provides a major offset to the company's leveraged debt capital structure and other credit challenges. Following integration of the acquired business and execution of outlined synergies and cost reduction initiatives, Moody's project adjusted EBITDA margin to grow toward 13% on a Moody's-adjusted basis over the next two years, which is the company's greatest credit strength. The company also has good liquidity and no material debt maturities until 2028. FBM is expected to maintain good liquidity. The company keeps minimal cash on hand but will be upsizing its asset-based revolving credit facility to $950 million and extending the maturity through 2029. The ABL revolver is governed by a borrowing base calculation that fluctuates with business seasonality—availability totaled about $572 million on March 31, 2024, pro forma for the proposed transaction. Excluding dividends, Moody's expect solid free cash flow generation over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted debt-to-EBITDA is sustained below 4.5x and adjusted EBITA-to-interest expense is sustained above 3.0x. An upgrade would also require maintenance of good liquidity and more predictable financial policies regarding capital deployment. The ratings could be downgraded if adjusted debt-to-EBITDA is sustained above 6.0x or if EBITA-to-interest expense is sustained below 2.0x. The ratings could also be downgraded if there is a deterioration of the company's profit margins or a deterioration of its liquidity profile including cash flow or revolver availability. A downgrade could also result if the company undertakes aggressive acquisitions or shareholder return initiatives. Foundation Building Materials, Inc., headquartered in Santa Ana, California, is a national distributor of wallboard, suspended ceilings systems, metal framing, insulation, and other material. American Securities, through its affiliates, is the majority owner of FBM, while Clayton, Dubilier & Rice (CD&R), through its affiliates, maintains significant minority ownership. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. FREEDOM WIND: Examiner Hires Nicholson Devine LLC as Counsel ------------------------------------------------------------ John O. Desmond, the examiner in the case of Freedom Wind Tunnel, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Nicholson Devine LLC as counsel. The firm will provide these services: a. prepare and file such pleadings as necessary or appropriate to further the exploration and sale of the Debtor's assets; b. prepare and file any pleadings, petitions, schedules and statements as may be deemed necessary or appropriate in connection with the Examiner's duties; c. assist the Examiner in his investigation and reporting and in fulfilling his duties as Examiner in this case; d. prepare and file, if necessary, the legal documents to conduct a public auction and/or private sale of the debtor's assets and to attend any hearing in connection therewith; and e. perform any and all other bankruptcy-related legal services within the scope of the Examiner's duties and for the benefit of the estate. The firm will be paid at these rates: Paraprofessionals $125 per hour Associates $250 per hour Partners $400 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kate E. Nicholson, Esq., a partner at Nicholson Devine LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kate E. Nicholson, Esq. Nicholson Devine LLC 21 Bishop Allen Dr. Cambridge, MA 02139 Telephone: (857) 600-0508 Email: kate@nicholsondevine.com About Freedom Wind Tunnel, LLC Freedom Wind Tunnel, LLC, a company in North Attleboro, Mass., filed Chapter 11 petition (Bankr. D. Mass. Case No. 24-10082) on Jan. 16, 2024. In the petition signed by Neal Gouck, authorized representative, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Jesse I. Redlener, Esq., at Ascendant Law Group, LLC as legal counsel; Verdolino & Lowey, PC as accountant; and TCF Law Group, PLLC as corporate counsel. GRESHAM WORLDWIDE: Signs Merger Agreement With Ault Disruptive -------------------------------------------------------------- Gresham Worldwide, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 23, 2024, the Company entered into an agreement and plan of merger with Ault Disruptive Technologies Corporation, a blank check company incorporated in Delaware and formed to acquire one or more operating businesses. Under the terms of the Merger Agreement, ADRT Merger Sub, Inc., a wholly owned subsidiary of Ault Disruptive, will be merged into Gresham, with Gresham continuing as the surviving corporation and therefore becoming a wholly-owned subsidiary of Ault Disruptive. The Merger is subject to receiving the approval of Gresham's and Ault Disruptive's stockholders and other closing conditions. If approved, the Merger will be consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware and, unless Gresham re-domiciles to Delaware, the Secretary of State of the State of California. Under the terms of the Merger Agreement, an amount equal to $60,000,000, minus Gresham's intercompany advances from the principal shareholder of Gresham and Ault Disruptive, Ault Alliance, Inc. currently in the amount of approximately $1,943,073.62, plus the aggregate exercise price of all in-the-money Gresham warrants, plus appropriate adjustments for any PIPE financing Ault Disruptive completes prior to the Effective Time. Pursuant to the terms of the Merger Agreement: (i) immediately prior to the Effective Time, each share of Gresham's Series F preferred stock, no par value per share which is owned by Ault Alliance will be converted into 3,960,043 shares of Gresham's common stock, no par value per share, resulting in no shares of Gresham Preferred Stock to be issued and outstanding; and (ii) each share of Gresham Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and automatically deemed for all purposes to receive Per Share Merger Consideration, as determined pursuant to the Merger Agreement. Upon consummation of the Merger, Ault Disruptive shall change its name to "Gresham Worldwide, Inc." and have the ticker symbol "GWWI" assuming the NYSE American approves its application to remain listed. In furtherance of the terms of the Merger Agreement, Gresham and Ault Disruptive will jointly file a Form S-4 with the SEC, which Form S-4 will when effective serve as a registration statement for Ault Disruptive's common stock and preferred stock to be issued to Gresham's stockholders and a proxy statement for each of Gresham and Ault Disruptive. In order to seek approval of the Merger, the Form S-4 will be sent to Gresham stockholders relating to Gresham's Special Meeting and to Ault Disruptive's stockholders relating to Ault Disruptive's Special Meeting. The Form S-4 is expected to be filed as promptly as practicable and will be subject to review by the SEC Staff. A full-text copy of the Merger Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/719274/000095017024078491/giga-ex10_1.htm About Gresham Worldwide Headquartered in Scottsdale, AZ, Gresham Worldwide, Inc., formerly Giga-tronics, Incorporated designs, manufactures and distributes purpose-built electronics equipment, automated test solutions, power electronics, supply and distribution solutions, as well as radio, microwave and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry and the healthcare market. New York, New York-based Marcum LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. HAWAIIANMILES LOYALTY: Moody's Rates New Senior Secured Notes 'B2' ------------------------------------------------------------------ Moody's Ratings assigned a B2 rating to the planned backed senior secured note issuance by HawaiianMiles Loyalty, Ltd. and Hawaiian Brand Intellectual Property, Ltd, both subsidiaries of Hawaiian Holdings, Inc. (together with Hawaiian Airlines, Inc., "Hawaiian"). At the same time, the new notes were placed under review with direction uncertain. Hawaiian Holdings' existing ratings, including its Caa1 corporate family rating and Caa1-PD probability of default rating and HawaiianMiles Loyalty, Ltd.'s existing backed senior secured notes rating of B2 are unchanged. The B3 rating on subsidiary Hawaiian Airlines, Inc.'s Series 2013-1 Class A Backed Enhanced Equipment Trust Certificates ("EETC") is also unchanged. The outlook is on review with direction uncertain. Hawaiian is looking to extend the maturity of its existing $1.2 billion 5.75% backed senior secured notes due 2026 by three years by offering to exchange those notes with up to $990 million of new 11% backed senior secured notes due 2029 and $210 million of cash. The new notes will be collateralized by, among other things, the company's loyalty program and the Hawaiian brand intellectual property. The existing 2026 notes will no longer be collateralized by these assets if the exchange is successful. The $210 million cash payment, and related fees and expenses, will be funded through $402.5 million in new secured aircraft financing. This financing, which closed on June 21, 2024 is split into two 8-year tranches, each secured by five A321neo aircraft and the respective PW1133G engines. Despite the benefit of an improved maturity schedule, Hawaiian's ratings are unchanged given Moody's expectation of continued cash burn through 2025. After posting an operating loss of $280 million and negative operating cash flow of about $85 million in 2023, Moody's project continued, but modestly smaller deficits in 2024 as headwinds are unlikely to meaningfully subside. Hawaiian will continue to face high competitive intensity in the company's West Coast to Hawaii and neighbor island operations. Accordingly, the prospects for the higher fare levels needed to cover the company's operating costs with cushion are modest. Moody's believe that the lower pricing from Southwest Airlines for inter-island flights and in the US West Coast to Hawaii market will continue to hamper Hawaiian's cash generation. GTF engine inspections required on the company's A321neo fleet and uncertainty of the strength of demand from Japan and for travel to Maui are additional headwinds for Hawaiian to overcome in 2024. The review with direction uncertain captures the potential for credit negative developments tied to operating performance before there is confidence that the acquisition will take place. If consummated, the acquisition would be a credit positive development if Hawaiian's debts are assumed or guaranteed by Alaska Air Group, Inc. RATINGS RATIONALE The Caa1 CFR reflects the simultaneous challenges that are limiting cash generation in each of the company's three niches, US West Coast to Hawaii, Inter-island and Japan and Oceania to Hawaii. Prior to the pandemic, market conditions provided a foundation for Hawaiian to generate good cash flow, de-lever and earn acceptable returns on capital. However, the impact of Southwest Airlines' entry into two of the company's three niches brings to light the fragility of Hawaiian's business model. Southwest's entry increased price competition in the California to Hawaii market. It also introduced competition on neighbor island routes, driving down the average fare there by upwards of 50%. Demand from Japan is reportedly increasing ; however, capacity additions will outpace demand growth, delaying solid strengthening of yields in this market in the near term. Moody's believe that the effects of the August 2023 fires on travel Moody's to Maui and Hawaii will be temporary, rather than leading to a sustained decline in demand for travel to Hawaii. The lack of earnings also makes credit metrics extremely weak. Metrics are likely to remain weak through 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be downgraded if Moody's expect that operating cash flow will trail Moody's current projection for 2024, leading to larger cash burn and faster consumption of the cash cushion. There will be no upwards pressure on the ratings on a standalone basis until Hawaiian sustains positive operating cash flow. Changes in the EETC rating can result from any combination of changes in the underlying credit quality or ratings of the company, Moody's opinion of the importance of the aircraft collateral to the company's operations and/or Moody's estimates of current and projected aircraft market values, which will affect estimates of loan-to-value. The principal methodology used in this rating was Passenger Airlines published in August 2021. HEALTHLYNKED CORP: Promotes Bill Crupi to Chief Operating Officer ----------------------------------------------------------------- HealthLynked Corp. announced on June 26, 2024, the promotion of Bill Crupi to the position of Chief Operating Officer, effective immediately. This strategic appointment underscores HealthLynked's commitment to operational excellence and its vision to enhance healthcare connectivity. Bill Crupi joined HealthLynked in 2023 and has since been instrumental in optimizing operational efficiencies and supporting the company's growth trajectory. With over two decades of experience in the healthcare sector, Bill has demonstrated exceptional leadership in operations management and has been a driving force in advancing HealthLynked's mission to connect patients and healthcare providers through innovative technology. "We are delighted to elevate Bill Crupi to the role of Chief Operating Officer," said Dr. Michael Dent, Founder and CEO of HealthLynked. "Bill's extensive experience and proven track record in operational management make him the ideal candidate to lead our operations. Over the past year, I have had the pleasure of working closely with Bill and have been consistently impressed with his deep understanding of healthcare and his vision for how HealthLynked can significantly improve healthcare for everyone. His strategic insights and dedication have been invaluable to our success, and we are confident that under his leadership, HealthLynked will continue to thrive and expand." As COO, Bill will oversee the daily operations of HealthLynked, focusing on enhancing operational efficiencies, driving strategic initiatives, and ensuring the seamless delivery of healthcare services. His leadership will be pivotal in scaling the company's network and improving the overall user experience for both patients and healthcare providers. "I am honored to accept the role of Chief Operating Officer at HealthLynked," said Bill Crupi. "This is an exciting time for our company, and I look forward to continuing our efforts to revolutionize healthcare connectivity. We have a remarkable team, and I am eager to contribute to our shared vision of transforming healthcare through technology. HealthLynked is a game-changer for the current healthcare landscape, and I am excited to be a part of it." Bill's promotion comes at a critical juncture for HealthLynked as the company continues to expand its network and introduce cutting-edge solutions aimed at improving patient care and provider collaboration. His appointment reinforces HealthLynked's dedication to leveraging technology to create a more connected and efficient healthcare system. About HealthLynked Corp. Naples, Fla.-based HealthLynked Corp. was incorporated in the State of Nevada on August 4, 2014. It operates a cloud-based patient information network and record archiving system in the United States, and currently operates through three distinct divisions: the Health Services Division, the Digital Healthcare Division, and the Medical Distribution Division. As of March 31, 2024, the Company has $3,890,759 in total assets, $3,669,265 in total liabilities, and total stockholders' equity of $221,494. New York, NY-based RBSM LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. HIGH WIRE: Sells Tech Enablement Biz to ServicePoint for $11.2MM ---------------------------------------------------------------- High Wire Networks, Inc. announced that it has sold its technology enablement services business to ServicePoint, a leading provider of technology infrastructure services, in an all-cash deal. On June 27, 2024, HWN, Inc., a wholly-owned subsidiary of High Wire Networks, Inc., entered into an Asset Purchase Agreement with INNO4 LLC pursuant to which the Buyer agreed to purchase certain assets of HWN related to the Company's technology services business, for a base purchase price equal to $11,200,000, subject to adjustment as set forth in the Asset Purchase Agreement. The closing of the transactions also occurred on June 27. The Asset Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The representations and warranties of the respective parties to the Asset Purchase Agreement will generally survive the Closing for 36 months following the date of the Closing, provided that (i) certain fundamental representations and warranties of the respective parties to the Asset Purchase Agreement will survive for 72 months following the date of the Closing and (ii) representations and warranties related to taxes will survive the Closing until 60 days after the expiration of the applicable statute of limitations. Pursuant to the Asset Purchase Agreement, HWN agreed to indemnify the Buyer and its representatives with respect to damages incurred by such persons with respect to any breach or inaccuracy of any representation or warranty of HWN contained in the Asset Purchase Agreement or any ancillary agreement, any failure of HWN to perform its obligations under the Asset Purchase Agreement or any ancillary agreement, damages incurred by the Buyer and its representatives with respect to certain excluded assets and excluded liabilities, including certain excluded taxes, and certain litigation matters. Conversely, pursuant to the Asset Purchase Agreement, the Buyer agreed to indemnify HWN and its representatives with respect to damages incurred by such persons with respect to any breach or inaccuracy of any representation or warranty of the Buyer contained in the Asset Purchase Agreement or any ancillary agreement, any failure of the Buyer to perform its obligations under the Asset Purchase Agreement or any ancillary agreement, and the operation of the Assets following the Closing. Subject to exceptions related to certain representations, no party has an obligation to make any payment for damages for indemnification or otherwise with respect to a breach of a representation or warranty under the Asset Purchase Agreement, until the total of all such damages with respect to such matters exceeds $75,000. Once the total of all such damages with respect to such matters exceeds $75,000, such party will be fully liable for all such damages, both below and above the threshold amount, up to a maximum amount equal to the Purchase Price. However, subject to certain exceptions, before seeking indemnification from HWN, the Buyer must first seek and exhaust all reasonably available remedies under a representation and warranty insurance policy until such time as the policy limit set forth in such representation and warranty insurance policy has been reached. At the Closing, (i) $300,000 of the Purchase Price was deposited into an escrow account to satisfy HWN's post-closing working capital adjustment obligations, if any, (ii) $75,000 of the Purchase Price was deposited into escrow to satisfy HWN's post-closing indemnification obligations, if any, and (iii) $250,000 of the Purchase Price was deposited into escrow. The Indemnification Escrow will be released to HWN 18 months following the Closing Date, less any amounts paid to the Buyer or its representatives to satisfy HWN's indemnification obligations. The Working Capital Escrow will be released to HWN or the Buyer, as applicable, within five business days following the final determination of the Net Adjustment Amount. In the event that the gross revenue of the technology services business pertaining to the Assets between July 1, 2024 and September 30, 2024 is greater than or equal to $3,756,675, the Performance Revenue Escrow will be released to HWN. In the event that the Performance Revenue is less than the Performance Revenue Target, but greater than or equal to $3,000,000, HWN and Buyer shall each receive 50% of the Performance Revenue Escrow. In the event that such gross revenue is less than the Performance Revenue Target, the Performance Revenue Escrow will be released to the Buyer. In addition, High Wire's board of directors approved the holding for sale of the company's VoIP and data network services subsidiary, Secure Voice Corporation (SVC). There is a tentative sales agreement in place for SVC and the company looks to complete the sale before the end of the third quarter. "The sale of our technology services business and our anticipated divestiture of Secure Voice will provide additional working capital and streamline our operations from three separate segments into a singular, pure play managed cybersecurity company represented by our Overwatch division," stated High Wire CEO, Mark Porter. "We are now better positioned to move from 'defense to offense,' and begin executing on our inorganic growth strategy without the burden of today's sky-high cost of capital and the overhang of burdensome financial instruments on our operations and market valuation." The transaction is valued at $11.2 million. The proceeds from the transaction will be used to reduce High Wire's overall debt by approximately $5 million, including eliminating approximately $1.1 million of convertible debentures, a factoring facility, and $3.2 million of notes payable. The company has transitioned its remaining debt of $1.6 million into more favorable terms, allowing more cash to remain on the balance sheet. The debt reduction and increase in cash also resulted in an improvement in net shareholder's equity on a pro forma basis to more than $6 million. For the first quarter of 2024, High Wire reported the total contract value (TCV) for Overwatch reached a record $10.4 million, up 104% from $5.1 million at the end of the same year-ago quarter. Recurring revenue is currently tracking at more than $5 million on an annualized basis, up by more than 25% compared to the full year of 2023. "Our cybersecurity business, with its long-term, renewing contracts, provides us a more reliable and predictable revenue stream," added Porter. "Such revenue models also tend to garner higher market valuations that enhance shareholder value." Under the more streamlined structure, the company believes it can also better scale and potentially double again the TCV of its managed cybersecurity services over the near term. The company's pipeline of managed cybersecurity engagements continues to strengthen, with this driven by the signing of several new large-scale partners and global system integrators. This includes the recent signing of a global OEM partner founded by a world-famous behemoth in technology to which High Wire has begun to provide a Firewall as a Service (FWaaS). High Wire has already migrated more than a dozen end customers to FWaaS under the OEM brand. "We plan to engage additional global channel partners as well as expand relationships with our existing partners by encouraging them to adopt and market our entire stack of cybersecurity services," noted High Wire COO, Stephen LaMarche. "Based on our anticipated revenue growth, scalability through automation and reduced corporate overhead, we expect to reach breakeven in the second half of the year." The company recently announced the appointment of Edward Vasko, CISSP, as strategic advisor to help accelerate the growth and development of Overwatch. Vasko brings to the effort more than 30 years of experience and entrepreneurial success in the cybersecurity industry, including business formation, driving growth, and leading M&As and exits. He is expected to join the company full time after completing the transition from his current position. "We anticipate Ed's vast experience, knowledge and insight with growing cybersecurity businesses and leading M&As will help us expand our Overwatch revenue streams as well as help us identify complementary managed cybersecurity acquisition targets," added Porter. "Our strengthened capital resources position us well to pursue such opportunities." The company's cybersecurity business continues to ramp up organically. The company was recently awarded a major new contract to deliver High Wire's Overwatch OT/IoT Security™ for a U.S. health system comprised of more than 25 hospitals and clinics. Operating at the core of High Wire's security operation center is Overwatch SOAR, a proprietary security orchestration, automation and response (SOAR) technology. The unique AI embedded in Overwatch SOAR automatically consolidates alerts from various threat prevention and detection-and-response platforms and processes them with intelligence-based rules that provide enhanced visibility, improved correlation, and faster remediation. High Wire's SOAR technology serves as an exponential force multiplier for its dedicated teams of professional security experts, empowering them to deliver the most secure and cost-effective cybersecurity solutions available on the market today. High Wire offers its Overwatch managed security services exclusively through a global network of managed service providers (MSPs) and managed security service providers (MSSPs) totaling more than 230 worldwide. Reflecting High Wire's preferred "go-to" status for these global channel partners, Frost & Sullivan ranked High Wire as a Top 12 Managed Security Service Provider in the Americas in the categories of growth and innovation. Overwatch addresses a global cybersecurity market that is expected to grow at a 13.8% CAGR to reach $425 billion by 2030. About High Wire High Wire Network Solutions, Inc., incorporated on Jan. 20, 2017, is a global provider of managed cybersecurity, managed networks, and tech enabled professional services delivered exclusively through a channel sales model. The Company's Overwatch managed security platform-as-a-service offers organizations end-to-end protection for networks, data, endpoints and users via multiyear recurring revenue contracts in this fast-growing technology segment. HWN has continuously operated under the High Wire Networks brand for 23 years. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 19, 2024, citing that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital, which creates substantial doubt about its ability to continue as a going concern. HOPEMAN BROTHERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Hopeman Brothers, Inc. 6 Auburn Court Unit 3 Brookline, MA 02446 Case No.: 24-32428 Business Description: During the 1980s, Hopeman transitioned its business away from ship joining and into manufacturing check-out counters used in commercial retail stores such as Walmart. In 2002, Hopeman spun off its cabinet-making business into Cinnabar Solutions, Inc. In 2003, Hopeman sold substantially all of its remaining shipbuilding-related assets to an unrelated party, US Joiner LLC, pursuant to an Asset Purchase Agreement, dated as of December 23, 2003. Since the Asset Sale in 2003, Hopeman has had no business operations and exists solely to defend and, when appropriate, settle asbestos-related claims. Chapter 11 Petition Date: June 30, 2024 Court: United States Bankruptcy Court Eastern District of Virginia Judge: TBA Debtor's Counsel: Tyler P. Brown, Esq. HUNTON ANDREWS KURTH LLP 951 East Byrd Street Richmond, Virginia 23219 Tel: (804) 788-8200 Email: tpbrown@huntonAK.com Debtor's Financial Advisor: STOUT RISIUS ROSS, LLC Debtor's Special Insurance Counsel: BLANK ROME, LLP Debtor's Special Litigation Counsel: COURINGTON, KIEFER, SOMMERS, MARULLO & MATHERNE, L.L.C. Debtor's Claims & Noticing Agent: KURTZMAN CARSON CONSULTANTS, LLC DBA VERITA GLOBAL Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Christopher Lascell, president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KHNOBIQ/Hopeman_Brothers_Inc__vaebke-24-32428__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Law Office of Philip C. Hoffman Asbestos $180,000 Attn: Philip Hoffman Personal 541 Julia Street, Suite 302 Injury New Orleans, LA 70130 Tel: (504) 822‐6050 Email: phil@pchlawfirm.com 2. Simmons Hanly Conroy LLP Asbestos $75,000 Attn: John Simmons Personal One Court Street Injury Alton, IL 62002 John Simmons Tel: (866) 347‐4322 Email: john@simmonsfirm.com 3. Ferrell Law Group Asbestos $50,000 Attn: James Ferrell Personal 6226 Washington Ave, Suite 200 Injury Houston, TX 77007 Tel: (713) 497‐1882 Email: jferrell@rgtaylorlaw.com 4. Ferrell Law Group Asbestos $50,000 Attn: James Ferrell Personal 6226 Washington Ave, Suite 200 Injury Houston, TX 77007 Tel: (713) 497‐1882 Email: jferrell@rgtaylorlaw.com 5. Brayton Purcell LLP Asbestos $47,500 Attn: Alan Brayton Personal 222 Rush Landing Road, Injury P.O. Box 6169, Novato, CA 94948 Tel: (844) 768‐0794 Email: abrayton@braytonlaw.com 6. Getty's Law Group Asbestos $35,000 Attn: Lawrence Gettys Personal 9191 Siegen Lane, Bldg 7 Injury Baton Rouge, LA 70810 Tel: (225) 484‐6376 Email: lawrence@gettyslaw.com 7. The Gori Law Firm Asbestos $24,000 Attn: Chris Layloff Personal 156 N. Main Street Injury Edwardsville, IL 62025 Tel: (866) 971‐8599 Email: clayloff@gorilaw.com 8. Provost Umphrey Law Firm LLP Asbestos $15,000 Attn: Bryan O Blevins, Jr. Personal 490 Park Street, P.O. Box 4905 Injury Beaumont, TX 77701 Tel: (409) 203‐5030 Email: dfelps@provostumphrey.com 9. Brayton Purcell LLP Asbestos $12,500 Attn: Alan Brayton Personal 222 Rush Landing Road, Injury P.O. Box 6169, Novato, CA 94948 Tel: (844) 768‐0794 Email: abrayton@braytonlaw.com 10. Simon Greenstone Panatiere Asbestos $12,500 Bartlett PC Personal Attn: Jennifer Bartlett Injury 3780 Kilroy Airport Way, Ste 540 Long Beach, CA 90806 Tel: (562) 590‐3400 Email: jbartlett@sgpblaw.com 11. Baron & Budd Asbestos $12,000 9465 Wilshire Blvd., Suite 460 Personal Beverly Hills, CA 90212 Injury Tel: (816) 943‐0010 Email: rustygould@gtb‐law.com 12. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 13. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 14. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 15. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 16. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 17. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 18. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 19. Peter Angelos Law Asbestos $11,500 Attn: James Zavakos Personal 100 North Charles St., 22nd Floor Injury Baltimore, MD 21201‐3805 Tel: (410) 649‐2123 Email: jZavakos@lawpga.com 20. Goldberg, Persky & White, P.C. Asbestos $10,000 Attn: Theodore Goldberg Personal 11 Stanwix Street Injury Pittsburg, PA 15222 Tel: (313) 429‐1376 Email: tgoldberg@gdldlaw.com HORIZON INTERIORS: Stephen Darr Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 1 appointed Stephen Darr of Huron Consulting Group as Subchapter V trustee for Horizon Interiors, LLC. Mr. Darr will be paid an hourly fee of $775 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Darr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Stephen Darr Huron Consulting Group 265 Franklin Street, Suite 402 Boston MA 02110 Phone: (617) 226-5593 Email: sdarr@hcg.com About Horizon Interiors Horizon Interiors, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-11196) on June 17, 2024, with as much as $1 million in both assets and liabilities. Judge Janet E. Bostwick oversees the case. Marques Lipton, Esq., at Lipton Law Group, LLC represents the Debtor as legal counsel. INFINITE PROPERTIES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Infinite Properties, LLC, according to court dockets. About Infinite Properties Infinite Properties, LLC, a company in Newberry, Fla., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-10115) on May 21, 2024, with $10 million to $50 million in both assets and liabilities. The petition was signed by Richard S. Blaser as managing member. Judge Karen K. Specie oversees the case. Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. INVITAE CORPORATION: Committee Says Plan Fatally Flawed ------------------------------------------------------- Invitae Corporation and its Debtor Affiliates submitted an Amended Disclosure Statement relating to Amended Joint Plan dated June 11, 2024. The Committee has reviewed the Debtors' proposed plan and disclosure statement and it does not support confirmation of the Plan. On May 30, 2024, the Bankruptcy Court ordered the Debtors, the Committee, Deerfield Partners L.P. (together with its affiliates, "Deerfield"), and the trustee and collateral agent for the 2028 Senior Secured Notes (the "Agent") to mediation to attempt to resolve the issues raised by the proposed Plan. To the extent the mediation is successful, the parties may need to solicit the votes of unsecured creditors or otherwise obtain their support. The Committee will work to ensure that unsecured creditors are notified if that occurs. The Uptier Transaction Between 2019 and 2021, the Debtors borrowed more than $1.5 billion to fund their purchase of unprofitable genetic testing businesses and operations. As early as the summer of 2021, the Debtors' officers and directors knew that, notwithstanding recently receiving more than $1.1 billion in low interest loans, they would soon run out of money unless they raised additional capital. In 2023, the situation became desperate. In March 2023, the Debtors' officers and directors entered into a "liability management" transaction with Deerfield, whereby the Debtors exchanged the outstanding unsecured debt owed to Deerfield and other of the Debtors' preferred lenders for new secured debt (the "Uptier Transaction"), which did not provide the Debtors with any material capital or other value. At that time, the Debtors' officers and directors and Deerfield knew that the Debtors were insolvent and inadequately capitalized. Each of those parties also knew that the Uptier Transaction would not change the Debtors' inevitable insolvency or provide them with any more time to turn around their business. The Debtors' officers and directors proceeded with the transaction notwithstanding that understanding. The result of the Uptier Transaction was to seal the Debtors' fate and provide favored creditors with the purported right to receive the first of at least $332.5 million of value in the inevitable bankruptcy of the Debtors. To add insult to injury, the Debtors' board of directors then paid the Debtors' officers over $15 million of bonuses, including $12 million on the eve of bankruptcy. As a direct result of the Uptier Transaction and the lavish bonuses paid to executives, the Debtors' estimate their purportedly secured lenders will be paid in full while their more than $1.2 billion of unsecured creditors will receive a de minimis (if any) recovery. The Debtors' Plan The Plan's sole purpose is to distribute the cash proceeds from the sale of the Debtors' business. The vast majority of those proceeds would go to Deerfield and other holders of the 2028 Senior Secured Notes, whose claims would be allowed under the Plan in the full amount asserted by the Agent and the Secured Noteholders. Further, the Debtors propose to provide unconditional releases to (i) Deerfield and the other holders of the 2028 Senior Secured Notes and (ii) the officers and directors who approved the Uptier Transaction and approved and received exorbitant bonuses from the Debtors. The Debtors intend to release these parties despite the Committee having identified, and sought standing to pursue, valuable causes of action related to the Uptier Transaction. Specifically, after conducting its investigation and reviewing tens of thousands of relevant documents, the Committee believes that significant claims exist against certain current and former Invitae officers and directors, Deerfield and the other Secured Noteholders, and the Agent including for constructive and actual fraudulent transfer, breaches of fiduciary duties, and claims for aiding and abetting the same. These claims are based on, among other things, the Debtors' and Deerfield's knowledge that the Uptier Transaction was not even a band-aid to cover the Debtors' cash burn. Rather, it was intended to improperly vault Deerfield and its cherry-picked friends ahead of similarly-situated unsecured creditors so that the Debtors and Deerfield could walk hand-in-hand as the Debtors snowballed toward these inevitable Chapter 11 Cases. If successful, the claims alleged in the Standing Motion and the proposed complaint attached thereto would result in the avoidance of the liens securing the 2028 Senior Secured Notes, which would improve recoveries for general unsecured creditors of Invitae by hundreds of millions of dollars. The Debtors also understate the amount of cash that will be available for distribution under the Plan. The Committee's analysis of the Debtors' cash position shows that even if it were to lose on its litigation (which it does not believe it will), there are still sufficient proceeds to pay the Debtors' purported secured creditors in full and provide a recovery to unsecured creditors. Yet the Plan assumes otherwise, soliciting only the votes of the holders of the 2028 Senior Secured Notes and not those of general unsecured creditors or any other stakeholder. In addition to being unfair to general unsecured creditors, the Committee does not support the Plan at this time because it does not satisfy the necessary requirements of the Bankruptcy Code to be approved. The Plan cannot be confirmed because, among other things, (i) the Plan will not have an impaired accepting class as required by section 1129(a)(10) of the Bankruptcy Code and (ii) the Plan includes improper releases and so-called "settlements" of valuable causes of action for no consideration. Further, based on the Debtors' liquidation analysis, the Plan cannot be confirmed if one holder of the 2028 Senior Secured Notes votes to reject. Finally, as the Debtors admit, if the Committee succeeds in prosecuting causes of action against the Secured Noteholders, the Plan is not confirmable. Instead of pursuing their fatally flawed Plan and spending tens of millions of dollars that otherwise would go to unsecured creditors defending their directors and officers from personal liability for their failure, the Debtors should work with the Committee to modify the Plan to (i) preserve causes of action against Deerfield and the other Secured Noteholders, the Agent, and the Debtors' officers and directors and (ii) provide a mechanism to unwind the Uptier Transaction if the causes of action asserted by the Committee are successful. Unless and until the Debtors engage on those modifications, the Committee does not support the Debtors' proposed Plan and encourages all stakeholders to oppose the Plan, not vote in favor of the Plan and to opt out of all Plan releases. Each of the Debtors is a proponent of the Plan within the meaning of Section 1129 of the Bankruptcy Code. The Plan thus provides the Debtors with the necessary latitude to negotiate the precise terms of their ultimate emergence from chapter 11. Recoveries for certain Classes of Claims could be as high as 100 percent. Generally, the Plan contemplates the following treatment of Claims and Interests: * Holders of Secured Tax Claims and Other Priority Claims will be rendered Unimpaired. * Holders of Class 4 Convenience Class Claims, either by amount or by election, will receive payment in full in Cash. * Holders of Class 5 Subsidiary Unsecured Claims Allowed as of the Effective Date that are not Convenience Class Claims, either by amount or election, shall be paid in full in Cash. * Holders of Class 3 2028 Senior Secured Notes Claims will receive their pro rata share of Distributable Value following payment in full of Classes 1, 2, 4, and 5 Claims. In addition, to the extent not otherwise paid as Restructuring Expenses, the Debtors will pay to the 2028 Senior Secured Notes Trustee and 2028 Senior Secured Collateral Agent an amount equal to the outstanding documented 2028 Senior Secured Notes Trustee and 2028 Senior Secured Collateral Agent fees and expenses, including counsel fees and expenses, on the Effective Date in Cash. * Holders of Class 6 Parent Unsecured Claims and Holders of Class 11 Contingent Subsidiary Unsecured Claims that are not Convenience Class Claims (by election) shall receive on the Effective Date its pro rata share of any residual Distributable Value following payment in full of Classes 1, 2, 4, 5, and 3 Claims, or such other treatment as agreed by such Holder (subject to the consent (not to be unreasonably withheld, delayed or conditioned) of the Required Consenting Stakeholders). The Debtors anticipate that after satisfying all costs related to the Wind Down and providing distributions to all Holders of Claims with greater priority, Holders of Class 6 Parent Unsecured Claims and Holders of Class 11 Contingent Subsidiary Unsecured Claims are unlikely to receive a recovery under the Plan. In response and to resolve the Committee's objection to the Disclosure Statement, the Debtors shall provide Ballots to Holders of Claims in Classes 4, 5, 6, and 11 and permit such Holders to submit votes on the Plan. The Claims and Noticing Agent will tabulate the Ballots cast by Holders of Claims in Class 4, Class 5, Class 6, and Class 11. The Debtors shall fund distributions under the Plan with: (i) the proceeds from the Sale Transaction, (ii) the Debtors' Cash on hand, and (iii) the proceeds of any Causes of Action retained by the Wind-Down Debtors. A full-text copy of the Disclosure Statement dated June 11, 2024 is available at https://urlcurt.com/u?l=bmRcdx from Kurtzman Carson Consultants LLC, claims agent. Co-Counsel to the Debtors: Joshua Sussberg, P.C. Nicole L. Greenblatt, p.C. Francis Petrie, Esq. Jeffrey Goldfine, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com nicole.greenblatt@kirkland.com francis.petrie@kirkland.com jeffrey.goldfine@kirkland.com - and - Spencer A. Winters, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: spencer.winters@kirkland.com Co-Counsel to the Debtors: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Daniel J. Harris, Esq. COLE SCHOTZ, P.C. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Tel: (201) 489-3000 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com dharris@coleschotz.com About Invitae Corp. Invitae Corporation is a medical genetics company that is in the business of delivering genetic testing services, digital health solutions, and health data services that support a lifetime of patient care and improved outcomes. Invitae Corp. and five of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 24-11362) on Feb. 13, 2024. In the petition filed by Ana Schrank, chief financial officer, disclosed $535,115,000 in assets against $1,618,519,000 in debt. Judge Michael B. Kaplan oversees the case. Kirkland & Ellis LLP and Kirkland & Ellis International LLP are the Debtors' bankruptcy counsel and Cole Schotz, P.C. is the Debtors' co-bankruptcy counsel. Moelis & Company LLC is the Debtors' investment banker. FTI Consulting Inc is the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors's notice and claims agent. Deloitte Touche Tohmatsu Limited serves as the Debtors' tax advisor. KAH HOSPICE: S&P Rates New $2.142BB First-Lien Term Loan B 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to the proposed $2.142 billion first-lien term loan B due 2028 issued by KAH Hospice Co. Inc.'s (d/b/a Gentiva) subsidiary Charlotte Buyer Inc. The '3' recovery rating indicates its expectation for meaningful (50-70%; rounded estimate: 60%) recovery in the event of default. The transaction is essentially a repricing of the company's existing $2.1 billion term loan B. All of its existing ratings on KAH are unchanged. S&P said, "We expect the transaction will be leverage-neutral because it will not affect the company's amount of total debt. Currently, we account for the proceeds from KAH's pending sale of its personal care business as additional balance sheet cash. "Our 'B' issuer credit rating and stable outlook on Gentiva reflect our expectation its decent scale and strong referral sources will enable it to generate material cash flow and maintain stable margins." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Gentiva's capital structure comprises a $405 million revolver due 2027, a $2.1 billion first-lien term loan due 2028, and a $450 million second-lien term loan due 2028. -- S&P simulated default scenario contemplates a default occurring in 2027 because Gentiva is unable able to meet its fixed charges, likely due to a combination of factors--including a decline or adverse change in its reimbursement rates or volumes--that lead to a material drop in its profitability. -- S&P assumes that in a hypothetical bankruptcy scenario, Gentiva's $405 million revolving credit facility would be 85% drawn. -- Given its market position and the continued demand for its services, S&P believes the company would remain a viable business. Therefore, it expects Gentiva would reorganize rather than liquidate following a payment default. -- S&P's recovery analysis assumes a reorganization value of about $1.607 billion, which reflects emergence EBITDA of about $292 million and a 5.5x multiple. Simulated default assumptions -- EBITDA at emergence: $292 million -- EBITDA multiple: 5.5x -- Default year: 2027 Simplified waterfall -- Gross recovery value: $1.604 billion -- Net recovery value (after 5% administrative costs): $1.524 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Value available to first-lien debt claims: $1.524 billion -- Secured first-lien debt claims: $2.519 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) -- Senior unsecured debt/pari passu unsecured claims: $467 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. KALO CLINICAL: Claims to be Paid From Disposable Income ------------------------------------------------------- Kalo Clinical Research, LLC, filed with the U.S. Bankruptcy Court for the District of Utah a Plan of Reorganization dated June 11, 2024. The Debtor operates a clinical research site in West Valley City, Utah. The Debtor's work rigorously studies new medications to ensure drug safety and efficacy in patients. Isabella Tukuafu Johnson, the Debtor's Chief Executive Officer and Member, founded the Debtor's business in 2019. Unfortunately, less than a year after its founding, the Debtor's business suffered major damage resulting from the COVID-19 pandemic. For a period of time the Debtor was unable to conduct clinical trials at all, and subsequently it could only conduct those trials by extraordinary means. During this time the Debtor incurred substantial debts which it intends to partially repay through its disposable income in this bankruptcy proceeding. The Debtor has also encountered financial challenges stemming from the mismatch between its immediate cash needs and the often delayed payments it receives from pharmaceutical companies. But the Debtor's operational needs do not permit its contractors, employees, and vendors to be paid quarterly. This resulting cash crunch is a significant factor in the Debtor's bankruptcy filing. The Debtor believes that its business prospects are good, and it has clinical trials in place that will allow it to generate positive disposable income to reorganize with the benefit of subchapter V of Chapter 11 of the Bankruptcy Code. Broadly speaking, the Debtor's Plan proposes to pay holders of Allowed Claims the Debtor's Disposable Income for a period of three years, which will be distributed to such holders on a pro rata basis as provided in this Plan. The Debtor will initially pay creditors $607 per month for the first six months, then $490 per month thereafter. Payments to creditors under the Plan will distributed on a Quarterly Basis. Holders of Secured Claims will receive payments separately from the Debtor's Disposable Income, as set forth in the Plan. The Debtor will pay cure amounts owed with respect to executory contracts to be assumed in equal monthly installments over a six month period. Class 2 consists of General Unsecured Claims. The holders of Allowed Class 2 Claims shall be paid pro rata from Plan Payments. Plan Payments will be paid, first, to the holders of Allowed Claims having greater priority in distribution. Specifically, the holders of Allowed Class 2 Claims will not receive distributions until the holders of claims with higher priority have been paid or reserved in full. Subject to the priorities set forth in this Plan, the holders of Allowed Class 2 Claims shall be paid, pro rata, beginning on the Initial Distribution Date and continuing for each of the subsequent Interim Distribution Dates, to the extent that a full or partial distribution of Cash is available from Plan Payments on such dates, until the earlier that (i) such claims are paid in full, or (ii) the Final Distribution Date. Class 2 is impaired under the Plan. Class 7 consists of Equity Interests. Each record holder of an Equity Interest in the Debtor shall retain its interest in the Debtor. The holders of Allowed Class 7 Equity Interests shall receive pro rata distributions, (a) from time to time, but in any event at least on the Initial Distribution Date and the subsequent Interim Distribution Dates, to the extent that a full or partial distribution of Cash is available to the holder of such interest on such dates, and (b) on the Final Distribution Date. Except as otherwise provided in this Plan, the Reorganized Debtor, as of the Effective Date, shall be vested with all of the property and assets of the Debtor and its Estate. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, property of the Estate that is included as property of the Estate by operation of Section 1186 of the Bankruptcy Code shall be vested in the Reorganized Debtor as of the Effective Date. A full-text copy of the Plan of Reorganization dated June 11, 2024 is available at https://urlcurt.com/u?l=93Pk4Q from PacerMonitor.com at no charge. The Debtor's Counsel: George B. Hofmann, Esq. COHNE KINGHORN, P.C. 111 E. Broadway, 11th Floor Salt Lake City, UT 84111 Tel: 801-363-4300 Fax: 801-363-4378 About Kalo Clinical Research, LLC Kalo Clinical Research, LLC is a clinical research site local to the greater Salt Lake area in Utah, providing people with the opportunity to contribute to the development/advancement of medicine that future generations will rely on. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21124) on March 18, 2024. In the petition signed by Isabella M. Johnson, member, chief executive officer, the Debtor disclosed $634,599 om assets and $1,059,526 in liabilities. Judge Peggy Hunt oversees the case. George B. Hofmann, Esq., at COHNE KINGHORN, P.C., represents the Debtor as legal counsel. KOKOMO KEY: Hires Carlton Fields as Special Counsel --------------------------------------------------- Kokomo Key Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Carlton Fields as special counsel. The Debtor needs the firm's legal assistance in connection with an appeal case filed in the Florida First District Court of Appeal, captioned as Carter v. Kokomo Key Properties, Case No. 1D2024-1060. The firm will be paid as follows: Partners/Shareholders $485 per hour Paralegals $190 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Sylvia H. Walbolt, Esq., a partner at Carlton Fields, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sylvia H. Walbolt, Esq. Carlton Fields 215 S. Monroe Street, Suite 500 Tallahassee, FL 32301-1866 Tel: (850) 425-3396 Fax: (850) 222-0398 About Kokomo Key Properties, Inc. Kokomo Key Properties, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01268) on May 1, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Larry H. Cheshire, shareholder, signed the petition. Judge Jacob A. Brown presides over the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. L'ADRESSE LLC: Updates Classes 2 & 3 Secured Claims; Amends Plan ---------------------------------------------------------------- L'Adresse, f/k/a Coffeemania Bryant Park, LLC, submitted an Amended Disclosure Statement for the Plan of Reorganization dated June 11, 2024. The Debtor has continued to operate its business during the Chapter 11 Case. As a result of the Debtor's improvement in operations, the Debtor is now in a position to successfully emerge from Chapter 11 and effectuate the Plan. The Debtor operates from a leased premises 1065 6th Avenue, New York, New York 10018. They occupy the premises pursuant to a lease with 5 Bryant Park Property Investors IV. On May 20, 2022 the Court signed an order granting Debtor's motion to assume the lease. Since entry of the order, the Debtor and landlord have continued to engage in continuous discussions concerning the lease. Class 2 consists of the claim of the New York State Department of Taxation and Finance in the amount of $234,995.10. This claim will be paid pursuant to Section 1129(a)(9)(c) within five years of entry of the order for relief in equal consecutive monthly payments of $5,222.00 to the Department of Taxation and Finance, inclusive of interest on account of its withholding tax rate of 11% and on account of its sales tax at the rate of 14.5%. Class 3 consists of the claim of the Small Business Administration ("SBA"). The SBA is the sole member of this Class. The Debtor will continue to make the monthly payments on this claim in the amount of $2,140.00 as provided for under the final cash collateral order entered February 3, 2023. The SBA shall retain its lien on the Debtor's property and all terms and conditions of the SBA loan shall continue in full force and effect except as modified herein. The Class 3 creditor is impaired. Like in the prior iteration of the Plan, Class 5 consist of 18 holders of Allowed General Unsecured Claims. This class totals approximately $240,708.91. This class will be paid $50,000.00 or 20% of its Allowed Claims with quarterly payments commencing within 30 days of the Effective Date of the Plan without interest. This class will receive a total of $50,000.00 payable in twenty equal, consecutive, quarterly payments of $2,500.00 each commencing 30 days after the Effective Date of the Plan. L'Adresse North America, Inc., the sole member of the Debtor's LLC has contributed $50,000.00 of new value to the Debtor and in exchange shall retain its 100% interest in the Debtor. Class 6 is not impaired for purposes of Section 1124 of the Bankruptcy Code and is not entitled to vote pursuant to Section 1126(f) of the Bankruptcy Code. The Plan shall be effectuated from a new value contribution of $50,000.00 by the sole member of the Debtor. The balance of the payments are to be funded from ongoing business operations. Projections of the Debtor's income and expenses from March 2024 until February 2029 indicate the Debtor will have sufficient income to meet all of its payment obligations under the Plan. The payments to be paid under the Plan to New York State Department of Taxation and Finance will be $3,500.00 a month and the payments for Class 5 general unsecured creditors will be $833.33. A full-text copy of the Amended Disclosure Statement dated June 11, 2024 is available at https://urlcurt.com/u?l=QZ81MD from PacerMonitor.com at no charge. Attorneys for the Debtor: Heath S. Berger, Esq. Berger Fischoff Shumer Wexler & Goodman LLP 6901 Jericho Turnpike #230 Syosset, NY 1179 Phone: 800-806-1136 Email: hberger@bfslawfirm.com About L'Adresse, LLC L'Adresse, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 22-11583-jlg) on November 29, 2022. In the petition signed by Evgeny Zhuravlev, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. L'Adresse, LLC operates a publicly acclaimed restaurant styled as an "American Bistro" located in Bryant Park in Manhattan. L'Adresse operates seven days a week serving breakfast, lunch and dinner. A separate sister restaurant is located in Nomad and is not part of the proceeding. Judge James L. Garrity, Jr. oversees the bankruptcy case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, is the Debtor's legal counsel. LABRUZZO WOODLANDS: Hires Moody and Associates as Engineer ---------------------------------------------------------- Labruzzo Woodlands, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Moody and Associates as engineers. The firm will represent the Debtor in the matter of providing professional engineering consulting services regarding the public water supply that provides water for Debtor's property located at 19719 Arthur Street, West Mead Township, Crawford County, PA. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm will be paid a retainer in the amount of $3,500. David W. Young, a partner at Moody and Associates, Inc, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David W. Young Moody and Associates, Inc. 180 Mercer Street, Suite A Meadville, PA 16335 Tel: (814) 724-4970 About Labruzzo Woodlands, LLC LaBruzzo Woodlands, LLC, is engaged in activities related to real estate. The Debtor offers duplexes, tri-plexes apartments, and houses as well as commercial spaces. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10389) on July 27, 2023. In the petition signed by Joseph LaBruzzo, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge John C. Melaragno oversees the case. Brian C. Thompson, Esq., at Thompson Law Group, P.C., is the Debtor's legal counsel. LEWISBERRY PARTNERS: Seeks to Sell Kingswood Property for $307,000 ------------------------------------------------------------------ Lewisberry Partners, LLC asked the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve the sale of its residential real property located at 24 Kingswood Drive, Lewisberry, Pa. The company is selling the property to Mackenzie and Alexander Boyd for $307,000. The property is being sold "free and clear" of liens, claims, encumbrances and interests, according to court filings. The company will use the proceeds to, among other things, pay its lender U.S. Bank, N.A. the sum of $270,031.07. A court hearing to approve the sale is scheduled for July 10. About Lewisberry Partners Lewisberry Partners is primarily engaged in leasing buildings, dwellings, or other real estate property to others. It is based in Phoenixville, Pa. Lewisberry Partners filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11496) on May 2, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Richard J. Puleo as managing member. Judge Patricia M. Mayer presides over the case. Albert A. Ciardi, III, Esq., at Ciardi Ciardi and Astin represents the Debtor as counsel. LILIUM N.V.: One Proposal Approved at Extraordinary General Meeting ------------------------------------------------------------------- Lilium N.V. disclosed in a Form 6-K filed with the Securities and Exchange Commission that on June 26, 2024, it held an extraordinary general meeting of shareholders. Of the total of 568,947,180 of the Company's shares A and shares B issued, outstanding and eligible to vote as of the record date of May 29, 2024, a quorum of 313,356,698 shares A and 23,113,065 shares B, or approximately 62%, voted at or were represented by proxy at the Extraordinary General Meeting. At the Extraordinary General Meeting, the shareholders approved following voting item on the agenda: * Designation of the Board as the competent body to issue and grant rights to subscribe for Shares A in the share capital of the Company up to a maximum of 25% of the issued capital at the date of the Extraordinary General Meeting for a period of 36 months from the Extraordinary General Meeting and to limit or exclude statutory pre-emptive rights related thereto This was an extraordinary general meeting of the Company. The Company will convene an annual general meeting of shareholders later in 2024. About Lilium Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, UK, and the Kingdom of Saudi Arabia, Lilium's 1000+ strong team includes approximately 500 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium's headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. Munich, Germany-based PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has incurred recurring losses from operations since its inception and expects to continue to generate operating losses that raise substantial doubt about its ability to continue as a going concern. LLT MANAGEMENT: Legal-Bay Comments on Prepack Bankruptcy -------------------------------------------------------- Legal-Bay LLC, the premier Pre Settlement Funding Company, reports that the multiple, years-long legal disputes against Johnson & Johnson regarding their talc-based baby powder may finally be coming to a close. A bankruptcy filing has enabled an expedited plan to be enacted, allowing for a $6.475 billion payout to almost 60,000 plaintiffs. Johnson & Johnson's talc baby powder has been the target of legal filings for decades, and J&J has made numerous efforts to obfuscate the proceedings every step of the way in order to avoid paying damages to the victims. The New Jersey-based company devised a plan to move forward with the multi-billion-dollar settlement offer for the tens of thousands of ovarian cancer lawsuits they'd been facing, itself already a diminished amount from the $8.9BB that was proposed just one year ago. However, Johnson & Johnson scored a win when the judge reconsidered scientific evidence regarding the cancer links, which ultimately gave the pharmaceutical giant leverage in settlement negotiations. The plaintiffs' law firm recognized the risk of J&J prevailing on new evidence that might show their product did not directly cause cancer, and are now recommending their clients accept the proposed settlement along with the terms that go with it. Victims have waited a long time for major damages to be awarded but due to size of the class will now only receive small amounts of money for the serious medical issues they've been battling. Settlement values and ranges are expecting to be between $50k to $150k for each of the almost 60,000 claims. It will still take a couple of years to flesh through all the lawsuits and resolve all the payouts, but the process will be much smoother from here on out now that there are no more cases to be heard, says Legal-Bay, a company which has been an expert in mass tort litigation funding for over 15 years. Chris Janish, CEO of Legal Bay, says, "Our sources close to the J&J talc litigation have told us that the case should be wrapped up in principle by the deadline of July 26th, although nothing is guaranteed. After eight-plus years of litigation, we believe this is the best outcome for all. Clearly, J&J prevailed by spending much less than possible exposure if the case went through traditional courts instead of through federal bankruptcy court. However, there comes a time when the class of plaintiffs is so large that cooler heads must prevail, and everyone must compromise. We hope for all parties involved that this is the case in the next month or so when the bankruptcy plan is ultimately approved." Legal-Bay has monitored this litigation from its inception and is evaluating all cases on a case-by-case basis based on this breaking news. To apply for a cash advance lawsuit loan from your anticipated Johnson & Johnson talc baby powder lawsuit settlement, please visit the company's website HERE or call 877.571.0405. The settlement alleges that J&J knowingly deceived customers regarding the safety of their talc baby powder products. The ruling states that Johnson & Johnson will cease manufacturing and distribution of all tainted product and remove existing product from sale, and replace the dangerous talc ingredient with a cornstarch-based formula. Several studies dating back to the 1970s concluded that talc particles increase a woman's risk of ovarian cancer, and court documents have revealed that J&J knew its talc contained asbestos as early as the 1950s. However, despite the settlement, J&J continues to stand by the safety of their product, and denies that asbestos was ever an ingredient used in its manufacturing. They have vehemently defended themselves against such claims, stating confidently that they have prevailed in 95% of the ovarian cancer lawsuits up until now. With this latest settlement development, the New Jersey-based company hopes to close out their legal troubles once and for all. And J&J's most iconic brand baby powder product now lives on. While the majority of lawsuits brought against Johnson & Johnson in the Baby Powder Talc cases are due to plaintiffs dealing with ovarian cancer, there are a multitude of victims who have suffered mesothelioma as well. Many of the mesothelioma cases have already settled as well. However, the verdicts and now the award amounts in the ovarian cancer lawsuit are going to be wildly inconsistent and entirely unpredictable, and Legal Bay says there are no guarantees of award amounts nor time frames for payouts just based on the sheer number of claims to process. Legal-Bay is one of the few legal funding companies who are providing some financial relief to talcum powder lawsuit plaintiffs and their families with risk-free, non-recourse cash advance settlement loans. They have been a leader in the mass tort arena for over fifteen years and have vast experience within this space. Mass tort litigations are complex, and Legal Bay has the knowledge and understanding to help plaintiffs navigate the complicated waters of the legal system. If you're a plaintiff in an active Johnson & Johnson talcum powder lawsuit or another product liability mass tort litigation and need an immediate cash advance from your anticipated settlement, please visit the company's website HERE or call 877.571.0405 where agents are standing by to hear about your specific case. Legal-Bay is one of the best lawsuit loan companies when it comes to mass tort litigations, and is currently the #1 talc funding company in the industry. Legal-Bay assists plaintiffs in all types of class action and mass tort lawsuits, including: Round Up, JUUL e-cigarettes, Hernia Mesh, IVC Filters, Essure, Exactech hip and knee recall, and more. Legal-Bay assists plaintiffs in all other types of lawsuits, including personal injury, slips and falls, car, boat, or construction accidents, medical malpractice, wrongful death, dog bites, police brutality, sexual assault, sexual abuse, judgment or verdict on appeal, commercial litigation, contract dispute, Qui-tam or whistleblower cases, False Claims Act, patent litigation, copyright infringement, and more. Legal-Bay's loan for settlement funding programs are designed to provide immediate cash in advance of a plaintiff's anticipated monetary award. While it's common to refer to these legal funding requests as settlement loans, loans for settlements, lawsuit loans, loans for lawsuits, etc., the "lawsuit loan" funds are, in fact, non-recourse. That means there's no risk when it comes to loans in lawsuit settlements because there is no obligation to repay the money if the recipient loses their case. Therefore, terms like settlement loan, loans for lawsuit, loans on settlement, or lawsuit loan funds don't necessarily apply, as the "loan on lawsuit" isn't really a loan at all, but rather a stress-free cash advance. Legal-Bay is known to many as the best lawsuit funding provider in the industry for their helpful and knowledgeable staff, and one of the best lawsuit loan companies overall for their low rates and quick turnaround, sometimes within 24-48 hours once all documents have been received. About LTL Management LTL Management, LLC is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On January 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. Claimants must cast their vote to accept or reject the Plan by 4:00 p.m. (Central Time) on July 26, 2024. A solicitation package may be requested at www.OfficialTalcClaims.com or by calling 1-888-431-4056. If the Plan is accepted by at least 75% of voters, a bankruptcy may be filed under the case name In re: Red River Talc LLC in a bankruptcy court in Texas or in the bankruptcy court of another jurisdiction. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT Management LLC. LOUISIANA FIRE: Ryan Richmond Named Subchapter V Trustee -------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Ryan Richmond as Subchapter V trustee for Louisiana Fire Extinguisher Inc. Mr. Richmond will be paid an hourly fee of $390 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Richmond declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ryan J. Richmond 450 Laurel Street, Suite 1450 Baton Rouge, LA 70801 Telephone: 225-412-3667 Facsimile: 225-286-3046 Email: ryan@snw.law About Louisiana Fire Extinguisher Louisiana Fire Extinguisher, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10478) on June 17, 2024, with up to $10 million in both assets and liabilities. John Mallory Grace, Jr., president, signed the petition. Noel Steffes Melancon, Esq., at The Steffes Firm LLC represents the Debtor as legal counsel. LRS HOLDINGS: Moody's Cuts CFR & Secured First Lien Debt to Caa1 ---------------------------------------------------------------- Moody's Ratings downgraded the ratings of LRS Holdings, LLC (LRS, aka Lakeshore Recycling Systems), including the corporate family rating to Caa1 from B3, the probability of default rating to Caa1-PD from B3-PD, and the rating on the senior secured (first lien) bank debt to Caa1 from B3. The outlook remains stable. The downgrades reflect Moody's view that financial leverage will remain high into 2025 with negative free cash flow sustained for some time. LRS has underperformed Moody's earnings expectations due to escalating operating costs, mainly labor and maintenance, as well as additional fees incurred in 2023 to change its auditor that helped resolve findings of accounting irregularities. Additionally, an aggressive growth strategy has led to rising debt levels with cash flow burdened by high capital spending and interest expense. Although Moody's expect earnings to improve over the next 12-18 months, adjusted debt-to-EBITDA will approach 7x in 2024 versus prior expectations for leverage well below 6x. Governance risk was a key driver in the rating outcome with Moody's view of aggressive financial policies, including a financial strategy that has resulted in sustained high leverage and more protracted timing to improve credit metrics materially and generate free cash flow. As a result, Moody's changed LRS's credit impact score (CIS) to CIS-5 from CIS-4. This reflects a change in the governance score to G-IPS 5 from G-IPS 4, primarily from the impact of LRS's financial strategy and risk management. The company has also had significant management turnover, which can be disruptive and contribute to underperformance. RATINGS RATIONALE LRS's Caa1 CFR reflects its modest scale, with a regional focus in the US Midwest (mainly Chicago), high leverage driven by an acquisitive growth strategy funded often with debt and negative free cash flow. The company operates in a fragmented landscape, which increases the likelihood of additional acquisitions to accelerate growth. With over 40% of waste collections recycled (diverted) at cost, it is essential to price collections/contracts adequately upfront while running operations cost efficiently to achieve an adequate return. Contracts include annual price escalators though this may not always fully offset the rate of cost increases. LRS will continue to face margin pressure from labor cost inflation, including higher costs from a negotiated labor union contract that went into effect in October 2023. However, the refocused management team has undertaken restructuring and cost reduction actions with a focus on pricing and cost discipline. Moody's expect these initiatives and new contract wins to help offset the cost pressures and support improving results, including adjusted EBITDA margin to exceed 14.5% in 2024, aided by recent acquisition synergies. The rating is supported by LRS's good competitive position in its core markets and steady waste volumes underpinned by contracts that provide a base of recurring revenue and temper commercial volume pressures in weak economic cycles. The company also benefits from infrastructure of strategically located recycling facilities, transfer stations and landfills that provide barriers to entry and enable vertical integration. The company's new automated recycling facility, which opened in 2023, should provide additional labor cost efficiencies. These assets make LRS well-positioned to meet demand in its core US Midwest markets longer term. The company's focus on improving efficiencies, including optimization of collection routes, investments to modernize facilities and pricing collections above inflation, will support higher returns over time. The stable outlook reflects Moody's expectation of favorable pricing fundamentals and cost-out initiatives to support improving debt-to-EBITDA toward 6.5x over the next year and for the company to maintain adequate liquidity. Liquidity is currently adequate, with Moody's expectation of revolver availability to balance nominal unrestricted cash and negative free cash flow. Moody's expect free cash flow to remain constrained by high interest expense and growth capital expenditures. Capital spending will moderate in 2024 following completion of significant fleet and recycling facility investments in recent years. With transaction costs to resolve accounting irregularities in 2023 behind the company, as well as higher pricing and a focus on better working capital management, Moody's expect cash flow from operations to improve through 2025. The $165 million revolving facility due 2026 had $91 million available at March 31, 2024, net of borrowings and letters of credit, though Moody's believe borrowings have recently increased to fund working capital. The revolver is subject to a springing first-lien net leverage covenant if over 35% is drawn. Moody's expect LRS to remain in compliance with adequate cushion during the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity erodes or with failure to improve operating performance. More specifically, debt-to-EBITDA expected to remain above 6.5x beyond 2024, EBITDA less capex to interest expected to remain below 1x or an inability to generate positive free cash flow could result in a ratings downgrade. The ratings could be upgraded with profitable expansion in scale and significant improvement in earnings and margins, such that debt-to-EBITDA is sustained below 6x. Further, maintaining adequate liquidity, including ample revolver availability and generating consistent positive free cash flow could also support a ratings upgrade. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. LRS Holdings, LLC, headquartered in Rosemont, Illinois, provides waste collection, disposal and recycling services for residential, commercial and roll-off customers primarily in Chicago, Wisconsin and surrounding regions, mainly in the US Midwest. LRS also provides adjacent ancillary services of street sweeping and renting portable restrooms for construction sites, parks and outdoor events as well as temporary fencing and on-line storage. Revenue was approximately $610 million for the twelve months ended March 31, 2024. LRS Holdings, LLC is controlled by a private infrastructure fund of Macquarie. LSF12 BADGER: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on LSF12 Badger Bidco LLC, (d/b/a CentroMotion) a global commercial vehicle systems and components manufacturer, to negative from stable and affirmed its 'B' issuer credit rating. S&P said, "We also affirmed our 'B' issue-level rating and '3' recovery rating on the company's $100 million revolving credit facility (RCF) due 2028 and $475 million first-lien term loan due 2030. "The negative outlook reflects the potential that we could lower our rating on the company if a sustained weakness in earnings keeps CentroMotion's leverage elevated well above 6x over the next 12 months. "We expect CentroMotion will continue to face weak near-term demand in its key end markets. In the first quarter of 2024, sizeable demand headwinds in the company's agriculture, heavy-duty trucking, and nonresidential construction end markets caused revenue to decline about 18% compared with the same period a year ago. These cyclical end markets are prone to sharp downturns, and we believe current demand trends are representative of mid-cycle performance, with further declines likely. We expect agriculture demand will remain weak in 2024 as higher interest rates and lower commodity prices delay purchases of new farming equipment." Additionally, CentroMotion's customer's distribution channels are currently overstocked, likely requiring time to work through their excess inventory as a result of supply chain disruptions over the past couple of years. Demand in the company's heavy-duty trucking end market, specifically in Europe, also declined, largely due to the higher interest rate environment and overstocking at original equipment manufacturers (OEM), but is likely to improve earlier than the agricultural and construction markets. S&P said, "Demand pressures will likely persist through the remainder of 2024 as destocking activity continues and agricultural markets remain weak. However, we expect growth in the nonresidential construction market to partially offset the weakness in agricultural and commercial trucking markets as investments in infrastructure and megaprojects could lead to higher equipment spend over the medium term. Therefore, we forecast CentroMotion's revenues will decline 15%-20% in 2024 before moderating in 2025 as interest rates decrease, dealer inventories stabilize, and megaproject activity accelerates. "We expect CentroMotion's weaker operating performance will cause leverage to increase to the 7x area in 2024. For the rolling 12 months ended March 31, 2024, CentroMotion generated S&P Global Ratings-adjusted margins of 9.8% (including an inventory write-up charge that occurred in the fourth quarter of 2023), a decline of about 100 basis points (bps) from the end of 2023. While we anticipate it may achieve some cost savings from reducing headcount, rightsizing its inventory, and other discretionary spending, this will likely be more than offset by deteriorating operating leverage, cost inflation, and fees related to the implementation of cost-savings initiatives. "As a result, under our base-case scenario, we anticipate its S&P Global Ratings-adjusted EBITDA margins will decline to the mid-10% area in 2024. We expect leverage will increase to slightly above 7x before declining to the low 6x area at year-end 2025 as demand returns, restructuring fees roll off, and the company realizes the benefits of cost-savings and inventory reduction initiatives. We also note our forecast does not include any payments related to a potential earn-out consideration (up to $50 million) as part of the ownership sale to Lone Star Funds in 2023, which could increase CentroMotion's leverage. "Despite a weaker performance, we expect CentroMotion will generate modestly positive free operating cash flow (FOCF) and maintain adequate liquidity and covenant headroom in 2024. In 2023, the company generated about $25 million of S&P Global Ratings-adjusted FOCF, primarily from improvements in working capital despite elevated interest costs and moderately higher capital expenditures. In 2024, we expect the company to generate similar levels of FOCF as it continues to focus on inventory reduction and collection processes, but its EBITDA will be subdued. In 2025, increased inventory as demand returns could lead to working capital outflows and potentially lower FOCF. "However, with nearly $60 million of cash on the balance sheet and full availability of its $100 million RCF, we believe the company will have adequate liquidity and ample covenant headroom to manage its operating needs over the next 12 months. Still, we note that in the event of a more-prolonged downturn, CentroMotion's liquidity cushion could erode." The negative outlook reflects the potential that a sustained weakness in CentroMotion's earnings could keep leverage elevated well above 6x over the next 12 months. S&P could lower its rating on CentroMotion if: -- Its S&P Global Ratings-adjusted EBITDA interest coverage remains below 1.5x; -- Its S&P Global Ratings-adjusted debt to EBITDA trends well above 6x on a sustained basis. This could occur if the company's demand from its OEMs continues to decline or it adopts a more aggressive financial policy; or -- The company cannot maintain positive FOCF or availability on its revolving facilities becomes limited. S&P could revise its outlook on CentroMotion to stable if: -- Its S&P Global Ratings-adjusted EBITDA interest coverage improves and remains above 1.5x; -- S&P expects the company's S&P Global Ratings-adjusted leverage will improve and remain at or below 6x; and -- It continues to generate positive FOCF and maintain adequate liquidity. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of CentroMotion, as is the case for most rated entities owned by private-equity sponsors. We believe its highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." MAGNITE INC: Moody's Affirms 'B2' CFR & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Ratings affirmed Magnite, Inc.'s B2 Corporate Family Rating, B2-PD Probability of Default Rating and Ba3 ratings on the $175 million senior secured revolving credit facility (RCF) due 2029 and $365 million senior secured term loan B due 2031. The Speculative Grade Liquidity rating was upgraded to SGL-1 from SGL-2. The outlook was revised to positive from stable. RATINGS RATIONALE The affirmation of the B2 CFR reflects Moody's expectation that Magnite will continue to exhibit strong operating performance over the coming year similar to its recent outperformance relative to public guidance as political ad spending ramps up for the presidential election. Revenue rebounded 15% in Q1 2024 driven by reaccelerated ad spend in the connected television (CTV) business (up 23%) following the channel's mid-single revenue growth in 2023. Magnite's mobile channels also performed well in the quarter with revenue increasing 12%. The positive outlook incorporates Moody's expectation for Magnite's continued deleveraging and expanding free cash flow (FCF) over the next 12-18 months, which will lead to an improving credit profile with total debt to EBITDA declining below 4.5x and FCF to total debt remaining above 15%. At LTM March 2024, financial leverage was 5x and FCF to total debt was 23% (all metrics are Moody's adjusted). The outlook also reflects Moody's expectation for revenue and contribution ex-TAC growth in the high single-digit to low-teens percentage range in 2024 supported by CTV and DV+ (display, video and other formats such as native, audio and digital out of home) channels in a strong year for political ad spend, as well as Magnite's expanding partnerships. Moody's also expect EBITDA margins to strengthen driven by top-line revenue growth, economies of scale on operating expenses, optimization of technical infrastructure, and benefits from achieving full integration of prior acquisitions (i.e., SpotX and SpringServe). Magnite's B2 CFR reflects the company's solid market position as an independent advertising technology solutions provider that automates buying and selling of digital advertising inventory to digital publishers and ad networks. With roughly 85% of revenue derived from CTV and mobile markets, Magnite has benefitted from fast growth in these segments. Moody's expect both market segments to sustain industry growth rates in the 10%-14% range, on average, over the next several years supported by the secular shift of advertising to digital/mobile platforms and convergence of TV and digital. The company has entered into or expanded its relationships with a number of CTV partnerships and industry-leading streaming content providers and expects to add more partners to solidify its market position as a leader in identity solutions and audience targeting. The company is also well-positioned for growth in live sports and retail media networks. The B2 CFR also considers Magnite's exposure to cyclical ad spending. Despite last year's challenging ad spend environment, the company's financial profile remained relatively steady, benefitting from robust 20+% growth in mobile channels, which offset a slowdown in its CTV business (up 5%). In 2023, EBITDA margins weakened to the low-end of the 20%-25% range (Moody's adjusted) due to slowing top-line revenue growth and increases in cloud hosting, data center and bandwidth costs, personnel expenses, and traffic acquisition costs (TAC). However, Moody's expect margins to improve this year as revenue expands at a high-single digit to low-teens percentage pace. The credit profile is also constrained by Magnite's moderately high financial leverage (albeit expected to decrease) and small but expanding scale in a rapidly evolving landscape. Though Magnite has experienced good penetration in the fast-growing CTV segment, Moody's believe there is potential for large deep-pocketed media platforms or new entrants to develop competing offerings and take greater revenue share. Notwithstanding pressure on adjusted EBITDA last year, leverage has improved because the company repurchased some of its convertible notes in the open market. Over the next 12-18 months, Moody's expect Magnite will maintain very good liquidity as indicated by the SGL-1 Speculative Grade Liquidity rating with cash balances of at least $250 million and access to the $175 million revolver, which Moody's forecast will remain undrawn. The RCF has a springing first-lien net leverage covenant that requires Maginite to maintain a ratio of 3.25x when more than 35% of the facility is drawn. Moody's expect FCF over the next 12 months in the range of $150 million to $200 million and that excess cash will be used to fund M&A growth investments and opportunistically repurchase more of Magnite's convertible notes and common stock. In February 2024, the company's board approved a new repurchase program authorizing the company to purchase up to $125 million of its common shares or convertible notes. At March 31, 2024, roughly $205 million of the convertible notes were outstanding. STRUCTURAL CONSIDERATIONS The Ba3 ratings on the bank credit facilities are two notches above the B2 CFR reflecting the secured debts' size and senior position ahead of the unsecured convertible notes (unrated). To the extent Magnite continues to repurchase the convertible notes, this could result in downward ratings pressure on the secured debts due to reduced junior debt cushion to absorb losses in a distressed scenario. ESG CONSIDERATIONS Magnite's CIS-4 indicates that the rating is lower than it would have been if ESG risk exposures did not exist. This is chiefly driven by governance risks as denoted by the G-4 governance score resulting from Magnite's moderately high financial leverage, as well as data privacy concerns and reliance on a highly skilled workforce as indicated by the S-3 social score. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Magnite demonstrates solid revenue growth, improving margins and debt repayment such that total debt to EBITDA is sustained below 4.5x, despite the potential for tuck-in acquisitions. Magnite would also need to establish a track record of consistent EBITDA and free cash flow growth while adhering to disciplined financial policies. Liquidity would also need to be at least good with ample cash balances and free cash flow to total debt consistently above 15% (all metrics are Moody's adjusted). Ratings could be downgraded if total debt to EBITDA is sustained above 6x due to operating underperformance, lack of progress with integrating acquisitions, or debt financed distributions or acquisitions among other factors. There could also be downward pressure on ratings if organic revenue growth decelerates to the mid-single digit percentage range reflecting competitive pressures or poor execution. Ratings could also be downgraded if liquidity deteriorates indicated by working capital requirements becoming a meaningful use of cash, reduced cash balances or revolver availability, or free cash flow to total debt sustained below the mid-single percentage range (all metrics are Moody's adjusted). With principal offices in New York, NY, Magnite, Inc. provides technology solutions to automate the purchase and sale of digital advertising inventory. GAAP revenue for the twelve months ended March 31, 2024 totaled approximately $639 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. MARYMOUNT UNIVERSITY: S&P Lowers 2015A-B Bond Rating to 'BB-' ------------------------------------------------------------- S&P Global Ratings lowered its rating on the Virginia College Building Authority's series 2015A and 2015B revenue bonds, issued for Marymount University (MU), to 'BB-' from 'BB+'. The outlook is stable. "The downgrade reflects our view of Marymount's unexpected and significant decline in liquidity, caused by an investment in several needed projects in fiscal 2023 that the university chose to fund by taking a large, $18 million, extraordinary draw from its endowment," said S&P Global Ratings credit analyst Beth Bishop. In addition, MU recently borrowed $12 million from a 12-month, non-revolving line of credit to support its operations. S&P said, "The downgrade also reflects our view of the university's unexpected significant operating deficit of over 10% in fiscal 2023 and expectations of another smaller deficit in fiscal 2024. "Our understanding is that the university is in compliance with its bond covenants for fiscal 2023 and anticipates remaining in compliance with its covenants for fiscal 2024, however, we view its liquidity decline and line of credit borrowing as a significant credit risk. "The stable outlook reflects our expectation that Marymount's enrollment will remain at least stable, while the university continues to operate at a small deficit on a full-accrual basis without incurring a covenant violation. We also expect the university to at least maintain current financial resources with no expectations of additional debt issuance." MILWAUKEE INSTRUMENTS: Hires Williams Overman as Accountant ----------------------------------------------------------- Milwaukee Instruments, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Williams Overman Pierce, LLP as accountant. The firm will assist the Debtor in the preparation of necessary tax returns and provide accounting assistance to the Debtor's other professionals as and when requested. The firm will be paid at these rates: Edward Golden $325 per hour Staffs $300 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Edward Golden, a member at Williams Overman Pierce, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Edward Golden Williams Overman Pierce, LLP 328 E. Market St., Suite 100 Greensboro, NC 27401 Tel: (336) 275-1686 Fax: (919) 782-2552 About Milwaukee Instruments, Inc. Milwaukee Instruments Inc. -- https://milwaukeeinstruments.com/ -- is a manufacturer of electrochemical instrumentation for water analysis to measure pH, Turbidity, Conductivity, Salinity, Total Acidity, Temperature, Sulphur Dioxide, Chlorine, Ammonia, Chloride, Phosphate, Iron, etc. The Company has been dedicated to helping hydroponics and greenhouse growers, winemakers, brewers, pool service technicians, educators and others. Its instruments are manufactured in Europe. Milwaukee Instruments Inc. sought relief under Chapter 11 of the U.S. Code (Bankr. E.D. N.C. Case No. 24-01757) on May 27, 2024. In the petition signed by Carl Silvaggio, as president, the Debtor reports total assets of $990,527 and total liabilities of $38,511,176. The Debtor is represented by John A. Northen, Esq. at Northen Blue, LLP. PKF Clear Thinking LLC as financial advisor. NATUS MEDICAL: S&P Alters Outlook to Negative, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed all its ratings on U.S.-based neurodiagnostic medical equipment and supplies manufacturer Natus Medical Inc., including its 'B' issuer credit rating. The negative outlook reflects the possibility for prolonged softer demand and execution risk associated with new product launches, which could keep credit metrics stretched for the rating. The outlook revision reflects weaker operating performance and our expectation that pressure on Natus' neurology equipment sales will keep its S&P Global Ratings-adjusted leverage elevated above 7x this year. Revenue declined 6% in 2023 on a pro forma basis (assuming the Micromed and Optima acquisitions in 2023 were part of Natus beginning in 2022; revenue was flat on a reported basis, slightly lower than our forecast for the year). The decline was primarily driven by softer sales of EEG equipment within its neurology business. This, combined with elevated restructuring and acquisition related costs, contributed to lower EBITDA, elevated leverage of about 10x, and a free operating cash flow (FOCF) deficit in 2023. First-quarter results continued to reflect weaker EEG device sales, partly offset by growth in its sensory business. Natus' first-quarter revenue declined 2.5% on a pro forma basis year over year. S&P said, "For 2024, we project that weaker sales of EEG equipment will be offset by new product launches in the fourth quarter, increasing revenue in the 2%-3% area. We assume some recovery in EEG equipment sales in 2025, which with the full-year impact of product launches, supports our forecast for revenue growth of about 4%-5%. At the same time, we expect adjusted EBITDA will improve materially to the 15%-16% range over the next couple of years due to lower acquisition related expenses and reduced supply chain related costs from increased availability of semiconductors. "As such, we expect Natus' leverage will improve but remain in the mid-7x area in 2024, declining to about 7x in 2025. At the same time, we believe the company will generate modestly positive FOCF in 2024. Still, there is uncertainty around the timing of a recovery in EEG equipment sales, the success of its new offerings, and appetite for acquisitions this year, which could delay improvement in its credit metrics. Natus derives about 60%-65% of its revenue from the sales of EEG capital equipment, which is more cyclical than consumables, services, and single-use medical devices. Capital equipment purchases by hospitals and other medical providers are sensitive to budget constraints and financing costs. Natus' EEG equipment is premium and can cost about $100,000 or more. S&P believes there is increased risk around its base-case forecast as higher-for-longer interest rates could extend purchasing delays. (Equipment useful lives average about 5-7 years, although S&P is uncertain of the average age of its customers' equipment.) The negative outlook reflects the possibility for prolonged softer demand for its neurology devices and execution risk associated with new product launches, which could keep its credit metrics stretched for the rating. S&P could lower the rating if leverage remains above 7x and FOCF to debt sustains below 3%. This could occur because of: -- Extended weaker demand for its neurology equipment; -- Execution missteps associated with new product launches; -- EBITDA margins remaining below the mid-teen percentage area; or -- Additional debt-funded acquisitions. S&P could revise the outlook back to stable if it believes the company will sustain S&P Global Ratings-adjusted leverage below 7x and FOCF to debt above 3%. Such a scenario would likely involve the company: -- Demonstrating consistent revenue growth in the mid-single-digit percentage area; and -- Increasing its EBITDA margin to the mid-teen percentage area. Environmental and social factors are an overall neutral consideration in S&P's credit rating analysis of Natus. S&P said, "Governance factors are a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We view financial sponsor owned companies with aggressive or highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of their controlling owners. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." NORTHERN DYNASTY: 4 of 5 Proposals Passed at Annual Meeting ----------------------------------------------------------- Northern Dynasty Minerals Ltd. reported in a Form 8-K filed with the Securities and Exchange Commission that the Company held its annual general meeting on June 27, 2024, at which the stockholders: (1) elected Ronald W. Thiessen, Robert A. Dickinson, Desmond M. Balakrishnan, Christian Milau, Kenneth W. Pickering, Wayne Kirk, Siri C. Genik, and Isabel Satra as directors; (2) approved the appointment of Deloitte, Chartered Professional Accountants, as auditor of the Company; (3) did not pass the ordinary resolution of disinterested shareholders to approve the 2024 Share Option Plan, as amended, for continuation for three years, until June 27, 2027; (4) passed the ordinary resolution to approve the 2024 Non-Employee Directors Deferred Share Unit Plan, as amended, the related allocation renewal and authorization for grants pursuant to the DSU Plan for three years, until June 27, 2024; and (5) passed the ordinary resolution to approve the 2024 Restricted Share Unit Plan, as amended, the related allocation renewal and authorization for grants pursuant to the RSU Plan for three years, until June 27, 2027. 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. NUO THERAPEUTICS: Grosses $151,200 From Warrant Exercise -------------------------------------------------------- Nuo Therapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 27, 2024, Pacific Medical, Inc. fully exercised a Common Stock Purchase Warrant previously issued by Nuo on Jan. 1, 2024 in accordance with a Common Stock and Warrant Purchase Agreement dated Aug. 24, 2022. Pac Medical exercised a portion of the Warrant for the issuance of 270,000 shares of Nuo common stock, par value $0.0001 per share at an exercise price of $0.56 per share for proceeds of $151,200 to Nuo. Pac Medical also exercised the remaining portion of the Warrant representing 230,000 shares of Common Stock on a cashless basis for the issuance of 86,889 shares of Common Stock. As a result, an aggregate of 356,889 shares of Common Stock were issued to Pac Medical. As a result of the Warrant exercise, the number of shares of Common Stock outstanding is 45,466,238. About NUO Therapeutics Headquartered in Houston, TX, Nuo Therapeutics, Inc. is a regenerative therapies company focused on developing and marketing products for chronic wound care primarily within the U.S. The Company commercializes innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (i.e., from self, the patient's own) biological therapies for tissue repair and regeneration is part of a clinical strategy designed to improve long-term recovery in inherently complex chronic conditions with significant unmet medical needs. Houston, Texas-based Marcum LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 19, 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. NUZEE INC: Reveals Board Committees Composition ----------------------------------------------- Nuzee, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 25, 2024, the board of directors resolved that the Audit Committee of the Board of the Company shall comprise Changzheng Ye, Jian Liu and Yanli Hou, with Changzheng Ye being the chairperson of the Audit Committee. The Company maintained that Yanli Hou is qualified as an "audit committee financial expert" as defined in the rules of the Securities and Exchange Commission and has the requisite financial sophistication as required under the listing standards of Nasdaq. The Compensation Committee of the Board of the Company shall comprise Jian Liu, Changzheng Ye and Yanli Hou, with Jian Liu being the chairperson of the Compensation Committee. The Nominating and Corporate Governance Committee of the Board of the Company shall comprise Jian Liu, Changzheng Ye and Yanli Hou, with Jian Liu being the chairperson of the Nominating and Corporate Governance Committee. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. ORGENESIS INC: All Three Proposals Approved at Annual Meeting ------------------------------------------------------------- Orgenesis Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 27, 2024, it held its 2024 annual meeting of stockholders at which the stockholders: (1) elected Vered Caplan, Yaron Adler, Ashish Nanda, Curtis Slipman, and Mark Goodman as director to serve a term of one year to expire at the 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified; (2) approved an amendment to the 2017 Equity Incentive Plan to increase the number of shares available for the grant of awards by 9,000,000 shares; (3) ratified the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2024. On June 25, 2024, Kevin Choquette, a director nominee, notified the Company of his decision to withdraw as a nominee for election as a director at the Annual Meeting. About Orgenesis Headquartered in Germantown, MD, Orgenesis, Inc. -- http://www.orgenesis.com-- is a global biotech company working to unlock the potential of cell and gene therapies ("CGTs") in an affordable and accessible format. CGTs can be centered on autologous (using the patient's own cells) or allogenic (using master banked donor cells) and are part of a class of medicines referred to as advanced therapy medicinal products ("ATMPs"). The Company is mostly focused on autologous therapies that can be manufactured under processes and systems that are developed for each therapy using a closed and automated approach that is validated for compliant production near the patient for treatment of the patient at the point of care ("POCare"). This approach has the potential to overcome the limitations of traditional commercial manufacturing methods that do not translate well to commercial production of advanced therapies due to their cost prohibitive nature and complex logistics to deliver such treatments to patients (ultimately limiting the number of patients that can have access to, or can afford, these therapies). Haifa, Israel-based Kesselman & Kesselman, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has incurred cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. PAC BUILD: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Pac Build, LLC 3485 A Weleweli Rd. Koloa, HI 96756 Business Description: Pac Build, LLC is a construction company in Koloa, HI specializing in high-end custom homes, commercial establishments, and residential buildings. Chapter 11 Petition Date: July 1, 2024 Court: United States Bankruptcy Court District of Hawaii Case No.: 24-00588 Judge: Hon. Robert J Faris Debtor's Counsel: Chuck C. Choi, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808-533-1877 Fax: 808-566-6900 Email: cchoi@hibklaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tyler Rodighiero, 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/XBQHVLQ/Pac_Build_LLC__hibke-24-00588__0001.0.pdf?mcid=tGE4TAMA PALATIN TECHNOLOGIES: All Four Proposals Passed at Annual Meeting ----------------------------------------------------------------- Palatin Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 27, 2024, it held its annual meeting of stockholders at which the stockholders: (1) elected Carl Spana, Ph.D., John K.A. Prendergast, Ph.D., Robert K. deVeer, Jr., J. Stanley Hull, Alan W. Dunton, M.D., Arlene M. Morris, and Anthony M. Manning, Ph.D. as directors to serve until the next annual meeting, or until their successors are elected and qualified; (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024; (3) approved an amendment to the Company's 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 1,000,000 shares; and (4) approved, on an advisory basis, the Compensation of the Company's Named Executive Officers for the fiscal year ended June 30, 2023. About Palatin Headquartered in New Jersey, Palatin -- www.Palatin.com -- is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor ("MCr") system. The Company's product candidates are targeted, receptor-specific therapeutics for the treatment of diseases with significant unmet medical need and commercial potential. Palatin's strategy is to develop products and then form marketing collaborations with industry leaders to maximize product commercial potential. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has incurred operating losses and negative cash flows from operations since inception and will need additional funding to complete planned product development efforts that raise substantial doubt about its ability to continue as a going concern. "Based on our available cash and cash equivalents as of March 31, 2024, management has concluded that substantial doubt exists about the Company's ability to continue as a going concern for one year from the date these consolidated financial statements are issued. The Company is evaluating strategies to obtain additional funding for future operations which include but are not limited to obtaining equity financing, issuing debt, or reducing planned expenses. A failure to raise additional funding or to effectively implement cost reductions could harm the Company's business, results of operations, and future prospects. If the Company is not able to secure adequate additional funding in future periods, the Company would be forced to make additional reductions in certain expenditures. This may include liquidating assets and suspending or curtailing planned programs. The Company may also have to delay, reduce the scope of, suspend, or eliminate one or more research and development programs or its commercialization efforts or pursue a strategic transaction. If the Company is unable to raise capital when needed or enter into a strategic transaction, then the Company may be required to cease operations, which could cause its stockholders to lose all or part of their investment. The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Assuming no additional funding and based on its current operating and development plans, the Company expects that existing cash and cash equivalents as of the date of this filing will be sufficient to fund currently anticipated operating expenses into the second half of calendar year 2024," said Palatin in its Quarterly Report for the period ended March 31, 2024. PIECEMAKERS: Mark Sharf Named Subchapter V Trustee -------------------------------------------------- The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Piecemakers. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and $150 per hour for his trustee administrator's services. In addition, the Subchapter V trustee will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Piecemakers Established in 1978, Piecemakers has grown from a tiny quilt shop to a full-service construction company and thriving country store that offers gifts, quilts, antiques, fabrics, notions, books and patterns. In addition to its location at 1720 Adams Avenue in Costa Mesa, Calif., 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 Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-11522) on June 17, 2024, before Judge Theodor Albert, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Douglas Follette as general partner. Ralph Ascher, Esq., at Ascher & Associates, P.C., serves as the Debtor's legal counsel. PIONEER HEALTH: Hires Baum Glass Jayne Carwile as Special Counsel ----------------------------------------------------------------- Pioneer Health Systems LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Baum Glass Jayne Carwile & Peters PLLC as special litigation counsel The Debtor needs the firm's legal assistance in connection with a civil action captioned Pioneer Health Systems, LLC v. Surgical Hospital of Oklahoma, LLC, Case No. CJ-2023-950, in the District Court in and for Oklahoma County, Oklahoma. The firm will be paid at these rates: Jason A. McVicker, Partner $275 Shareholders $200 to $500 Of Counsel/Senior Counsel $200 to $500 Associates $200 to $300 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason McVicker, Esq., a partner at Baum Glass Jayne Carwile & Peters PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jason McVicker, Esq. Baum Glass Jayne Carwile & Peters PLLC 401 South Boston Avenue, Suite 2000 Tulsa, OK74103 Tel: (918) 938-7944 About Pioneer Health Systems Pioneer Health Systems, LLC, is the parent company for the following brands: Surgical Hospital of Oklahoma, L.L.C. (SHO), Direct Orthopedic Care (DOC), and Integrated Care Technologies (ICT). Combined, this model allows Pioneer to offer a complete vertical orthopedic healthcare system. The Debtor filed a Chapter 11 petition (Bankr. D. Del. Case No. 24-10279) on Feb. 21, 2024, with $1 million to $10 million in both assets and liabilities. Colin Chenault, chief financial officer, signed the petition. Judge J. Kate Stickles oversees the case. Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware), LLP, is the Debtor's legal counsel. PREMIER LANDSCAPING: Hires Richard S. Gross as Special Counsel -------------------------------------------------------------- Premier Landscaping Contractors, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Richard S. Gross as special counsel. The Debtor needs the firm's legal assistance in connection with Debtor's pre-petition claim against Taylor Kohrs, LLC. The frim will be paid a contingent fee of 33 percent of the first $45,000 recovered; 25 percent of the next $55,000 recovered -- so from $45,001 to $100,000; and 20 percent of all funds collected in excess of $100,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Gross, Esq. disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard S. Gross, Esq. 1010 S. Joliet Street, $205 Aurora, CO 80012 Tel: (303) 358-9347 About Premier Landscaping Contractors Premier Landscaping Contractors, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 24-11884) on April 16, 2024, listing under $1 million in both assets and liabilities. Judge Thomas B. McNamara oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley, PC serves as the Debtor's counsel. PRIEST ENTERPRISES: Unsecureds to Split $100K over 60 Months ------------------------------------------------------------ Priest Enterprises, LLC filed with the U.S. Bankruptcy Court for the Western District of Michigan a Plan of Reorganization under Subchapter V dated June 11, 2024. The Debtor operates a landscaping and property management company out of the Jenison Michigan area. Services offered by the debtor include mowing of grass, landscape maintenance, fertilization, snow removal as well as other assorted but related services. The principal of Priest Enterprises, LLC is Peter R. Priest III. The principal has operated the business for some twenty years. The principal continued to grow and expand the business, which included purchasing his parents Peter Priest Jr. and Terri Priest's landscaping business and incorporating it into his current business. Under Debtor's consensual plan, Debtor proposes to pay certain secured claims to retain collateral that is necessary for the effective reorganization of its business; to pay all priority and administrative claims in full; and to pay unsecured, non-priority creditors $100,000.00 on a pro rata distribution basis over a period of years. In the event that Debtor's Plan is non-consensual, then the estimated future administrative costs for attorney's fees and trustee's fees will substantially increase, which will significantly reduce Debtor's ability to pay unsecured non priority claims. Accordingly, Debtor believes that creditors will receive significantly higher distributions by voting to confirm Debtor's Plan. Class 8 consists of all unsecured non-priority claims, including any deficiency balances from deficiency claims and/or rejected executory contracts that are filed within 60 days of the Effective Date. The Debtor estimates that the unsecured non-priority claims in this estate will be approximately $785,000.00 once estate professional claims and claims of 503(b)(9) administrative claimants are withdrawn. Class 8 creditors shall be paid a pro rata share of $100,000.00 by semi-annual distributions of $10,000.00 over 60 months. Payments will begin November 15, 2024, and April 15, 2025, and continue on the same dates in successive years with a final payment. These semi-annual payments are meant to correspond with the seasonal nature of Debtor’s business and its two peak income periods. No interest should be paid to claims in this class. Class 9 consists of the equity interest of Peter Priest III. All interests in the Debtor shall be retained by Mr. Priest. Class 9 interests are unimpaired and are conclusively deemed to have accepted this Plan. Therefore, Class 9 interests are not entitled to vote. Peter Priest III waives any claims he may have against the Debtor for loans made. Payments required under the Plan will be made from future income based on Debtor's budget and net profit. A full-text copy of the Plan of Reorganization dated June 11, 2024 is available at https://urlcurt.com/u?l=bwAQxP from PacerMonitor.com at no charge. Attorney for the Debtor: Martin L. Rogalski Martin L. Rogalski, P.C. 1881 Georgetown Center Drive Jenison, MI 49428 Tel: (616) 457-4410 About Priest Enterprises, LLC Priest Enterprises, LLC offers property maintenance services, including lawn care, landscaping, and snow removal. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-00677) on March 15, 2024. In the petition signed by Peter R. Priest III, president and managing member, the Debtor disclosed $400,395 in total assets and $1,140,036 in total liabilities. Judge John T Gregg oversees the case. Martin L. Rogalski, Esq., at MARTIN L. ROGALSKI, P.C., represents the Debtor as legal counsel. PRR 200 LLC: Amends Plan to Include Tax Claim Pay Details --------------------------------------------------------- PRR 200 LLC submitted a Third Amended Disclosure Statement in connection with its Third Amended Chapter 11 Plan dated June 13, 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. 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. The proceeds of any such sale of the Property will be distributed to creditors, after applicable costs and fees, first to secured creditors (who in the aggregate hold scheduled and/or filed claims of $891,683.35) and second to unsecured creditors (who in the aggregate hold scheduled and/or filed claims of $217,000). 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. Class 1 consists of the Secured Claim of the Tax Claim Bureau of Berks County. The Tax Claim Bureau of Berks County holds a claim in the amount of $7,611.05, which is fully secured by virtue of unpaid 2023 county, township, and school taxes. Proceeds from the sale of the Debtor's Property shall be paid to the Tax Claim Bureau of Berks County at closing to reduce and satisfy the first priority property tax lien in accord with the Waterfall. To the extent of its Allowed Secured Claim, the Tax Claim Bureau of Berks County shall retain its lien on the Property to the same extent, priority, and validity as it held as of the Petition Date until said Allowed Secured Claim is paid in full. Class 1 is impaired. Class 2 consists of the Secured Municipal Services Claim of Borough of Shillington. Proceeds from the sale of the Debtor's Property shall be paid to the Borough of Shillington at closing to reduce and satisfy the first-priority Municipal Lien in accord with the Waterfall. To the extent of its Allowed Secured Claim, the Borough of Shillington shall retain its lien on the Property to the same extent, priority, and validity as it held as of the Petition Date until said Allowed Secured Claim is paid in full. Like in the prior iteration of the Plan, available proceeds from the Unsecured Fund shall be distributed by the Debtor within 30 days of the sale of the Property, pro rata, to Creditors holding an Unsecured Claim. The funds necessary for the implementation of the Plan shall be from the proceeds from the sale of the Property in accordance with the Sale Procedure. A full-text copy of the Third Amended Disclosure Statement dated June 13, 2024 is available at https://urlcurt.com/u?l=H30qmx 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. PURDUE PHARMA: Beasley Allen Statement on Supreme Court Ruling -------------------------------------------------------------- The U.S. Supreme Court has denied a $7 billion Purdue Pharmaceuticals bankruptcy plan which would have given the Sackler family, which founded the company, immunity from additional liability for their irresponsible actions in promoting the deadly use of opioids to the public and physicians. The Sackler family had agreed to provide up to $6 billion in funding in exchange for immunity from further legal action while protecting billions in other assets. But the court ruled 5-4 that bankruptcy law does not permit that kind of protection. The decision has significant implications for ongoing efforts by Johnson & Johnson (NYSE:JNJ) to seek bankruptcy protection in an effort to resolve tens of thousands of ovarian cancer claims tied to the use of the company's talc-based products, including the Johnson's Baby Powder and Shower to Shower brands. In response, the following is a statement from Leigh O'Dell of the Beasley Allen Law Firm and Co-Chair of the Plaintiffs' Steering Committee in the Talc/Ovarian Cancer MDL in New Jersey Federal Court. "We believe this decision should spell doom for J&J's third bankruptcy plan. The ruling affirms that financially solvent entities, or individuals, cannot use the bankruptcy courts as a shield to escape liability for marketing and manufacturing dangerous products. "The parallels of this case with J&J's continued and unsuccessful attempts to use the bankruptcy laws to mirror the fraud perpetrated by the Sackler family cannot be denied. Even with an overwhelming majority of creditors approving the Sacklers' indemnification scheme, the principles of fundamental fairness -- that it is the debtor who may receive the benefits of bankruptcy not other wrongdoers (such as the Sacklers or J&J) -- have been upheld. "We hope that this decision provides clarity to the controversy that resulted in rampant forum shopping by companies and inconsistent administration of the code by the courts. We also hope that this decision will derail any attempt by J&J to return the talc litigation to the bankruptcy courts, and we can continue to move forward with trials that support the constitutional rights of our clients and resolutions that consider the true financial and emotional toll suffered by thousands of J&J's victims. "J&J's response to the Supreme Court ruling in the Sackler case reveals a half-trillion-dollar company still desperate to use bankruptcy as a shield to protect itself from the tens of thousands of women who have cancer only because they used Johnson's Baby Powder or Shower to Shower. It won't work. "Despite mountains of evidence to the contrary, J&J continues to mislead juries and members of the public by claiming talc-based baby powder doesn't contain asbestos. Yet, at the same time, J&J seeks the shelter of a bankruptcy escape hatch that Congress designed exclusively for asbestos-containing products. They can't have it both ways. It's time for J&J to abandon its hysterical, bullying, and untruthful rhetoric and act as a responsible corporation." Napoli Shkolnik, one of the nation's leading firms litigating against the national pharmaceutical companies that fueled the opioid crisis, praised the U.S. Supreme Court's decision to reject the liability shield at the center of Purdue Pharma's settlement. The liability shield would have protected members of the Sackler family from civil claims related to the opioid epidemic. Napoli Shkolnik sued the Sacklers in 2018, as part of their ground-breaking Nassau County case against several pharmaceutical companies. Their case against the Sacklers could not go to trial because of the shield of bankruptcy. Now, their litigation against them can proceed. In 2021, a jury found Teva Pharmaceuticals and five other companies responsible for causing a public nuisance in Nassau County by minimizing the addictiveness of opioids with misleading marketing. The Napoli Shkolnik trial team included Partners Hunter Shkolnik, Salvatore C. Badala, Joseph L. Ciaccio, and Shayna E. Sacks. In 2022, Napoli Shkolnik and their partners reached an agreement with opioid manufacturers Teva and AbbVie to structure a combined $6 billion settlement paid directly to state and local governments of communities impacted by the opioid epidemic. The case was negotiated by Partner Hunter Shkolnik, along with fellow members of the National Prescription Opiate Litigation Plaintiffs' Executive Committee Negotiating Team. That year, Napoli Shkolnik also helped reach a $3.1 Billion multi-state settlement secured in a national prescription opiate litigation MDL. About Napoli Shkolnik Napoli Shkolnik is a leading national law firm that to date has won several billion dollars in settlements and verdicts for its clients in the areas of product liability, medical malpractice, mass tort, environmental litigation, civil rights, and many more. For over 30 years, the firm has been dedicated to delivering justice for the victims of injuries and wrongs. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. QSR STEEL: George Purtill Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 2 appointed George Purtill as Subchapter V trustee for QSR Steel Corporation, LLC. Mr. Purtill will be paid an hourly fee of $455 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Purtill declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: George M. Purtill 19 Water Street, P.O. Box 50 South Glastonbury, CT 06073 Office: (860)659-0569 Cell: (860)918-5442 Email: george.m.purtill@snet.net About QSR Steel Corporation QSR Steel Corporation, LLC is a one-stop, full service structural steel company based in Hartford, Conn., offering everything from steel buildings to stairs and railings. The Debtor filed Chapter 11 petition (Bankr. D. Conn. Case No. 24-20562) on June 18, 2024, with $2,838,179 in assets as of March 31, 2024 and $2,124,057 in liabilities as of March 31, 2024. Glenn Salamone, member, signed the petition. Irve J. Goldman, Esq., at Pullman & Comley, LLC represents the Debtor as legal counsel. REKOR SYSTEMS: Expects $5.145MM From Warrant Exercise Deal ---------------------------------------------------------- Rekor Systems, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Warrant Exercise Agreement with certain holders of the January 2023 Warrants, pursuant to which the Exercising Holders have agreed to exercise their January 2023 Warrants in-full for cash, in exchange for shares of Common Stock underlying the Warrants for $1.40 per share, reflecting a premium to the last reported trading price per share of $1.36 on The Nasdaq Capital Market on June 20, 2024. In consideration for the Company's agreement to reduce the exercise price of the January 2023 Warrants by 40%, the Exercising Holders agreed to a concomitant reduction in the number of shares into which the January 2023 Warrants are exercisable, from 5,250,000 to 3,675,000. The Warrant Shares will be issued to each Exercising Holder upon receipt by the Company of payment in cash of the aggregate exercise price for the Exercising Holder's January 2023 Warrants. As previously disclosed in its Current Report on Form 8-K on January 18, 2023, in connection with a private placement transaction with certain accredited investors, the Company issued warrants to purchase up to 6,250,000 shares of Common Stock, par value $0.0001 per shares, with an exercise price of $2.00 per share. The January 2023 Warrants were immediately exercisable for cash and were set to expire on January 18, 2028. The Agreement contains customary representations and warranties of the Company and the Exercising Holders. The Company has a material relationship with two of the Exercising Holders, (i) Avon Road Partners, L.P., and (ii) Arctis Global Master Fund Limited, an affiliate of Arctis Global, LLC, a 11.6% holder of Common Stock of the Company based on its Schedule 13G filed with the Securities and Exchange Commission on February 14, 2024. Robert A. Berman, Executive Chairman of the Company's Board of Directors, is the General Partner of Avon. Viraj Mehta, a member of the Company's Board, is the Chief Investment Officer of Arctis. Upon receipt by the Company of payment for the Warrant Shares, Avon and Arctis will receive 700,000 and 2,275,000 Warrant Shares, respectively. The Warrant Shares are not registered under the Securities Act of 1933, as amended, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act. In accordance with the terms of the Agreement, the Company has agreed to register Warrant Shares for resale on an effective registration statement to be filed with the SEC within thirty (30) days. No Warrant Shares may be offering or sold publicly by an Exercising Holder until such registration statement has been filed by the Company and declared effective by the SEC. The Company will receive aggregate gross proceeds of $5,145,000 from the exercise of the January 2023 Warrants held by the Exercising Holders and will issue an aggregate of 3,675,000 Warrant Shares to the Exercising Holders. As of June 26, 2024, the Company has received payment from Exercising Holders for 1,400,000 of the Warrant Shares represented by outstanding January 2023 Warrants, and anticipates receiving payment for the exercise of 2,275,000 additional January 2023 Warrants by the Exercising Holders by July 1, 2024. Following completion of the transactions described in this Current Report, January 2023 Warrants exercisable for one million (1,000,000) shares of the Company's Common Stock, the holder of which declined to participate as an Exercising Holder, will remain outstanding with terms as originally issued. About Rekor Systems Rekor Systems, Inc., headquartered in Columbia, Md., is working to revolutionize public safety, urban mobility, and transportation management using AI-powered solutions designed to meet the distinct demands of each market it serves. The Company works hand-in-hand with its customers to deliver mission-critical traffic and engineering services that assist them in achieving their goals. The Company's vision is to improve the lives of citizens and the world around them by enabling safer, smarter, and greener roadways and communities. The Company works towards this by collecting, connecting, and organizing mobility data, and making it accessible and useful to its customers for real-time insights and decisioning for situational awareness, rapid response, risk mitigation, and predictive analytics for resource and infrastructure planning and reporting. As of December 31, 2023, the Company had $92,151,000 in total assets, $58,781,000 in total liabilities, and $33,370,000 in total stockholders' equity. East Hanover, N.J.-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has incurred significant losses and may need 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. RIDGELINE CAPITAL: Hires Michael Jay Berger as Counsel ------------------------------------------------------ Ridgeline Capital Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Law Offices of Michael Jay Berger as counsel. The firm's services include: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (e) prepare status reports as required by the court; (f) respond to any motions filed in the Debtor's bankruptcy proceedings; and (g) prepare a Chapter 11 Plan of Reorganization for the Debtor. The firm will be paid at these rates: Michael Jay Berger $645 per hour Sofya Davtyan, Partner $595 per hour Robert Poteete $475 per hour Senior Paralegals and Law Clerks $275 per hour Paralegals $200 per hour The firm received a retainer of $25,000. Michael Jay Berger, Esq., a partner at Law Offices of Michael Jay Berger, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Ridgeline Capital Investments, LLC Ridgeline Capital Investments LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Ridgeline Capital Investments LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-11545) on June 5, 2024. In the petition signed by Shaun Michael Reynolds, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million each. Bankruptcy Judge Jennifer E Niemann oversees the case. The Debtor is represented by Michael Jay Berger, Esq. ROBERTSHAW US: Unsecured Creditors Will Get 40% of Claims in Plan ----------------------------------------------------------------- Robertshaw US Holding Corp. and its affiliates submitted an Amended Disclosure Statement for First Amended Joint Plan of Liquidation dated June 13, 2024. The Plan is a liquidating plan. The North American Debtors intend to sell substantially all of their assets to the Purchaser. The Plan provides for the distribution of any proceeds from such sale, as well as the distribution of other cash, the appointment of a plan administrator to make certain distributions and wind up the Debtors' estates, and the creation of a liquidating trust that will administer and liquidate certain property of the Debtors, including the Retained Causes of Action, and make certain distributions. In relevant part, the Asset Purchase Agreement contemplates aggregate consideration consisting of (i) a credit bid pursuant to section 363(k) of the Bankruptcy Code n the total amount of approximately $282 million, composed of $217 million of Prepetition Secured Superpriority Claims, and approximately $65 million in DIP Obligations, (ii) payment of the Wind-Down Amount, and (iii) the assumption of Assumed Liabilities (as defined in the Asset Purchase Agreement). The Debtors anticipate that the Sale Transaction will be consummated on the Effective Date. Upon consummation of the Sale Transaction, the Purchaser will fund the Additional Sale Consideration Escrow Account, Professional Fee Escrow Account, and Wind-Down Reserve (or otherwise directly fund disburse funds in accordance with the terms of the Plan) in accordance with the Post-Effective Date Budget, the Committee Settlement and the Sale Order. The Plan seeks to make Distributions to creditors in accordance with the priority of their Claims. Key Employee Incentive Plan Pursuant to the Debtors' Motion for Entry of an Order (I) Authorizing and Approving the Debtors' Key Employee Incentive Plan and (II) Granting Related Relief (the "KEIP Motion"), filed on April 26, 2024, the Debtors have requested court authority to institute a cash-based key employee incentive plan to reward seven members of their executive management team for their contributions to maximizing the value of the Debtors' estates during the Chapter 11 Cases. After a hearing held on June 12, 2024, the Bankruptcy Court entered an order granting the KEIP Motion. Class 5 consists of General Unsecured Claims. On the Effective Date, each General Unsecured Claim will be discharged and released, and each Holder of an Allowed General Unsecured Claim will be entitled to receive (i) its Pro Rata Share of the GUC Recovery Pool, and (ii) its pro rata share of proceeds (if any) realized from the Liquidation Trustee's pursuit of the Retained Causes of Action. Distributions of the Liquidation Trust Assets will be made by the Liquidation Trustee in accordance with the terms and conditions set forth in the Plan. The allowed unsecured claims total $15,119,611. This Class will receive a distribution of 40% of their allowed claims. Distributions under the Plan will be funded from the Additional Sale Consideration Escrow Account, the Wind-Down Reserve, the Liquidation Trust, or directly from the Purchaser, as applicable, in accordance with the Post-Effective Date Budget, upon consummation of the Sale Transaction. In addition, on the Effective Date, the Plan Administrator will sign the Plan Administration Agreement and will accept, on behalf of Holders of Allowed Claims (other than General Unsecured Claims) entitled to distributions under the Plan, the Plan Administration Assets. After the Effective Date, (a) upon payment of all Administrative Claims, Professional Fee Claims, Priority Tax Claims, Other Priority Claims and Plan Administration Expenses, and distribution of the GUC Recovery Pool to Class 5 and the Funded Debt Deficiency Claim Pool to Classes 6a through 6g, and (b) to the extent that the Plan Administrator determines in good faith, in consultation with the Ad Hoc Group and ORC, and on a reasonable basis, that substantially all of the claims and expenses for which the Wind Down Amount was held in escrow are no longer outstanding or otherwise satisfied in full, the Plan Administrator will remit any remaining unused Wind-Down Amount and Plan Administration Assets (or proceeds thereof) to the Purchaser. The Purchaser will have no reversionary interest in the Liquidation Trust Assets. A full-text copy of the Amended Disclosure Statement dated June 13, 2024 is available at https://urlcurt.com/u?l=m4klTx from Kroll Restructuring Administration, LLC, claims agent. Counsel for the Debtors: Timothy A. ("Tad") Davidson II, Esq. Ashley L. Harper, Esq. Philip M. Guffy, Esq. HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Telephone: 713-220-4200 Email: taddavidson@HuntonAK.com ashleyharper@HuntonAK.com pguffy@HuntonAK.com - and - George A. Davis, Esq. George Klidonas, Esq. Adam S. Ravin, Esq. Misha E. Ross, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 Email: george.davis@lw.com george.klidonas@lw.com adam.ravin@lw.com misha.ross@lw.com About Robertshaw US Holding Corp. Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. ROMANCE WRITERS: Hires Raines Feldman Littrell as Co-Counsel ------------------------------------------------------------ Romance Writers of America Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Raines Feldman Littrell LLP as co-counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of this Chapter 11 Case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis and negotiation of any plan(s) of reorganization and disclosure statement(s) accompanying any plan(s) of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in this case, including the removal of any pending Texas State Court litigation to the Bankruptcy Court. The firm will be paid at these rates: Carollynn H.G. Callari, Partner $975 per hour Paralegals $250 to $450 per hour The firm received from the Debtor a retainer of $25,000. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Carollynn H.G. Callari, Esq., a partner at Raines Feldman Littrell LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Carollynn H.G. Callari, Esq., Raines Feldman Littrell LLP 1350 Avenue of the Americas 22nd Floor New York, NY 10019 Tel: (917) 790-7103 Email: ccallari@raineslaw.com About Romance Writers of America Inc. Romance Writers of America, Inc. is a nonprofit trade association whose mission is to advance the professional and common business interests of career-focused romance writers through networking and advocacy and by increasing public awareness of the romance genre. It works to support the efforts of its members to earn a living, to make a full-time career out of writing romance -- or a part time one that generously supplements their main income. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. S.D. Texas Case No. 24-32447) on May 29, 2024. In the petition signed by Mary Ann Jock, president, the Debtor disclosed $272,169 in assets and $3,067,284 in liabilities. Judge Jeffrey P. Norman oversees the case. T. Josh Judd, Esq., at Andrew Myers, PC, represents the Debtor as legal counsel. ROOFSMITH RESTORATION: Hires Newpoint as Financial Advisor ---------------------------------------------------------- Roofsmith Restoration, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Newpoint Advisors Corporation as financial advisor. The firm will assist in the development of a financial and operational assessment of its business, including, without limitation, the development of a cash flow model, identification of and recommendations to improve viability and operational issues, and communications with the Debtor's lender. The firm will be paid at these rates: Paul Schapira, CTP $415 per hour Professional Staff $275 to $415 per hour The firm will be paid a retainer in the amount of $23,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Schapira, a managing director at Newpoint Advisors Corporation, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul Schapira Newpoint Advisors Corporation 750 Old Hickory Blvd Bldg 2 Suite 150 Brentwood, TN 37027 Tel: (800) 306-1250 Email: pschapira@newpointadvisors.us About Roofsmith Restoration, Inc. Roofsmith Restoration, Inc. is a roofing, siding, insulation, and gutter company/contractor specializing in roof replacement, restoration, and repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50743) on May 20, 2024. In the petition signed by Michael Farist, president and chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Alan M. Koschik oversees the case. Marc B. Merklin, Esq., at Brouse McDowell, LPA, represents the Debtor as legal counsel. RYVYL INC: Min Wei Quits as Chief Operating Officer --------------------------------------------------- RYVYL Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective June 26, 2024, Min Wei resigned as chief operating officer of the Company. The Company said Mr. Wei's departure is for personal reasons and is not the result of any disagreement with management or the Company's Board of Directors on any matter relating to the Company's operations, policies or practices. About Ryvyl RYVYL Inc., headquartered in San Diego, CA, is a financial technology company that develops, markets, and sells innovative blockchain-based payment solutions, which the Company believes offer significant improvements for the payment solutions marketplace. The Company's core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company's proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. Rowland Heights, CA-based Simon & Edward, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 26, 2024, citing that there has been a notable decrease in processing volume during the first quarter of 2024 subsequently, primarily due to the transition of the QuickCard product in North America. This transition has resulted in a significant decline in processing volume and revenue, consequently affecting the Company's short-term cash flow for operating activities. The auditor said the cash flow shortage has jeopardized the Company's ability to continue as a going concern. SAFFRON ENTERPRISES: Hires Bisom Law Group as Legal Counsel ----------------------------------------------------------- Saffron Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Bisom Law Group as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid at its hourly rate of $550. The Debtor paid the firm a retainer of $19,738. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Andrew Bisom, Esq., an attorney and principal at the Bisom Law Group, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew Bisom, Esq. Law Office Of Andrew S. Bisom 300 Spectrum Center Drive, Ste. 1575 Irvine, CA 92618 Tel: (714) 643-8900 Fax: (714) 643-8901 Email: abisom@bisomlaw.com About Saffron Enterprises, Inc. Saffron Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11441) on June 5, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Judge Scott C. Clarkson presides over the case. Andrew S. Bisom, Esq., at Bisom Law Group represents the Debtor as bankruptcy counsel. SALO ENTERPRISE: Unsecureds Owed $5K+ to Get 3.85% in 60 Months --------------------------------------------------------------- Salo Enterprise Corp. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a First Amended Plan of Reorganization for Small Business under Subchapter V dated June 11, 2024. The Debtor is a corporation engaged in the sale of frozen yogurt, frozen drinks, and coffee; and operates a locality akin to a coffee shop. The Debtor had to seek relief from the Bankruptcy Court to protect its business and the assets of the corporation, in an emergency fashion, due to a summary proceeding filed by Mapfre Praico Insurance Company, for collection of monies and eviction. The Plan provides for the payment of creditors with income generated from Debtor's business operations and/or through the injection of capital contributions. The Plan provides treatment to Classes 1, 2, 3 and Class 4 for Insiders and Equity Security Holders who will not receive payments. The Plan also provides for payments to administrative claimants that will be paid on the Effective Date or as agreed upon by the parties. Priority Tax Claims will be paid, in cash and in full on the effective date of the Plan. Class 2 consists of the allowed unsecured claims under or equal to $5,000.00. Each claim holder under this class will receive pro rata distributions, as per the allowed amounts. The debtor's plan proposes a lump sum payment of $169.48 on the Effective Date. Based on the current allowed amounts, each claimholder in this class will receive approximately 2.00% of the allowed amount of their claim. Class 3 consists of the allowed unsecured claims over $5,000.00. Each claim holder under this class will receive pro-rata distributions, as per the allowed amounts. Debtor's plan proposes a monthly cash dividend of $300.00 for 60 months beginning on the effective date. Based on the current allowed amounts, each claimholder in this class will receive approximately 3.85% of the allowed amount of their claim. Class 4 consists of Debtor's insiders and equity security holders, Debtor's shareholders, Mr. Jorge Montes will not receive any distribution under the Plan of Reorganization but will retain their ownership interest over the corporation. The Debtor has implemented measures to streamline his financial operations. The Debtor will use the income generated from the Zombie Frozen Yogurt business to fund the Plan and implement the provisions included herein. A full-text copy of the First Amended Plan dated June 11, 2024 is available at https://urlcurt.com/u?l=FhEKtq from PacerMonitor.com at no charge. Counsel to the Debtor: Javier Vilarino, Esq. Vilarino & Associates, LLC P.O. Box 9022515 San Juan, PR 00902-2515 Telephone: (787) 565-9894 Email: jvilarino@vilarinolaw.com About Salo Enterprise Corp. Salo Enterprise Corp., is a corporation engaged in the sale of frozen yogurt, frozen drinks, and coffee; and operates a locality akin to a coffee shop. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 23-03865) on November 27, 2023. The Debtor hires Vilarino & Associates, LLC as counsel. SALT LIFE: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Seven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Salt Life Beverage, LLC (Lead Debtor) 24-11468 1147 6th Avenue Columbus, GA 31901 Delta Apparel, Inc. 24-11469 2750 Premier Parkway Suite 100 Duluth, GA 30097 Salt Life, LLC 24-11470 M. J. Soffe, LLC 24-11471 Culver City Clothing Company 24-11472 DTG2Go, LLC 24-11473 Salt Life Beverage Management, LLC 24-11474 Business Description: Salt Life is a lifestyle brand that provides cotton graphic tees and logo decals that originally drove awareness for the brand and has also expanded into performance apparel, swimwear, board shorts, sunglasses, bags, and accessories. Salt Life is organized around wholesale, ecommerce, and branded retail store markets. The wholesale channel includes retail partners such as surf shops, specialty stores, department stores, and outdoor merchants; the ecommerce channel allows customers to purchase Salt Life merchandise directly online; and the branded retail store channel allows customers to purchase merchandise at retail stores owned and operated by Salt Life. Delta is a vertically integrated, international apparel company that designs, manufactures, sources, and markets a diverse portfolio of core activewear and lifestyle apparel products under the primary brands of Salt Life, Soffe, and Delta. Delta's operations are managed and reported in two segments: Delta Group and Salt Life. Chapter 11 Petition Date: June 30, 2024 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Laurie Selber Silverstein Debtors' Counsel: Christopher A. Ward, Esq. POLSINELLI PC 222 Delaware Avenue Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: cward@polsinelli.com - and - Jeremy R. Johnson, Esq. 600 Third Avenue, 42nd Floor New York, New York 10016 Tel: (212) 684-0199 Fax: (212) 684-0197 Email: Jeremy.johnson@polsinelli.com - and - Jerry L. Switzer, Jr., Esq. 150 N. Riverside Plaza, Suite 3000 Chicago, Illinois 60606 Tel: (312) 819-1900 Fax: (312) 819-1910 Email: jswitzer@polsinelli.com Debtors' CRO: Tim Pruban FOCUS MANAGEMENT GROUP Debtors' Notice, Claims & Balloting Agent and Administrative Advisor: EPIQ CORPORATE RESTRUCTURING, LLC Debtors' Investment Banker: MMG ADVISORS, INC. Salt Life Beverage's Estimated Assets: $50 million to $100 million Salt Life Beverage's Estimated Liabilities: $500,000 to $1 million Delta Apparel's Total Assets as of June 1, 2024: $337,801,000 Delta Apparel's Total Debts as of June 1, 2024: $244,564,000 The petitions were signed by J. Tim Pruban, chief restructuring officer. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZIOHWBY/Salt_Life_Beverage_LLC__debke-24-11468__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/ZQXQXLY/Delta_Apparel_Inc__debke-24-11469__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Parkdale Mills Inc. Trade Claim $22,549,141 P.O. Box 75077 Charlotte, NC 28275 Contact: Andy Long Tel: 704-874-5116 Fax: 704-874-5175 Email: ANDY.LONG@PARKDALEMILLS.COM 2. Charm-In (HK) Co. Limited Trade Claim $1,955,428 Unit C 10th Floor Worldwide Centre No 123 Tung Chau Street Tai Kok Tsui Kowloon, Hongkong Contact: Ryan Chi-Wing Charm Phone: +852-2790-9222 Email: RYAN@CHARM-IN.COM.HK 3. Cougar Inc. Trade Claim $1,826,390 2349 Plastics Dr. Ste 100 Gastonia, NC 28054 Contact: General Counsel Phone: (704) 824-1147 Email: BECKIE@COUGARINC.NET 4. Kornit Digital North Trade Claim $1,561,292 America, Inc. 480 South Dean St Englewood, NJ 07631 Contact: Jared Maymon Phone: 201-608-5750 Email: JARED.MAYMON@KORNIT.COM 5. AR Traffic Consultants - Trade Claim $1,283,795 Freight 5 Hanover Sq Suite 202 New York, NY 10004 Contact: I. Friedman Tel: 212-736-8565 Fax: 646-590-3425 Email: IFRIEDMAN@ARTRAFFIC.COM 6. Ernst & Young LLP Trade Claim $965,000 PO Box 933514 Atlanta, GA 31193 Contact: Ryan Smith Phone: 678-596-7199 Email: RYAN.SMITH2@EY.COM 7. S&G International Trade Claim $815,409 Development (Hongkong) Limited 340 Queens Road Central Suite 2006, 20th Floor Hong Kong Contact: Julia Hu Tel: 852-3719 3888 Fax: 852-2559 9362 Email: SERVICE@SBSZIPPER.COM.HK 8. Owens Sportswear Co. Ltd. Trade Claim $809,299 RM 1602 Oterprise Square 26 Nathan Rd Tsim Sha Tsui Kowloon, Hong Kong Contact: Chung Leung Mau Phone: 852-5700 3293 Email: EMAU@OWENSSPORT.COM.HK 9. Grupo Industrial Miro Trade Claim $765,136 SA De CV CIT Factor 201 South Tryon Street, Suite 300 Charlotte, NC 28202 Contact: General Counsel Phone: 728 282 7448 Email: SMERLO@MILFAC.COM; VENTAS@GRUPOMIRO.COM 10. Causa Direct/GBH Trade Claim $697,103 9303 Monroe Rd. Suite N Charlotte, NC 28270 Contact: General Counsel Phone: 213-458-6104 Email: INFO@CAUSADIRECT.IN 11. Backflips, Inc. Trade Claim $692,900 610 Uhler Rd Suite BF Easton, PA 18040-7001 Contact: Mark Waldman Phone: (610) 863-4176 12. ASI Global Limited Trade Claim $655,616 Alameda Dr. Carlos Dassumpcoa No. 181-187 Jardim Brilhantismo Macau Contact: Hui Tseng Phone: +86(21) 54886514 Email: FREDMAO@ASIANSHA.COM 13. UPS Trade Claim $569,156 PO Box 650690 Dallas, TX 75265 Contact: General Counsel Phone: 800-327-9714 Email: ACHDETAIL@UPS.COM 14. Calle Tazumal Trade Claim $546,535 (Coval, SA De CV) No. 11 EDF. 16, Zona Franca San Bartolo LLopango San Salvador El Salvador Contact: General Counsel Phone: 503-2295-8553 Email: CONTABILIDAD3@COVAL.COM.SV 15. Caisa International Trade Claim $371,592 Zona Franca Santo Tomas, KM. 15 1/2 Autopista A Comalapa Santo Tomas San Salvador 2316-6000 FL Salvador Contact: General Counsel Phone: 011-503-220-9704 Email: COBROS@CAISACARTON.NET 16. Avery Dennison RIS Honduras Trade Claim $352,990 Avery Dennison Converted Products Av. La Montana No 114 Mod. II Parque Industrial Queretaro, Santa Rosa Jauregui, Queretaro Mexico City 76220 Mexico Contact: Claudia Pineda Phone: 504-25749130 Email: CLAUDIA.PINEDA@AVERYDENNISON.COM 17. Textiles Paraiso, SA Trade Claim $308,232 Texpasa 10220-A Western Ridge Road Charlotte, NC 28273 Contact: Raul LopezIbanez Phone: 704-527-3435 Email: RLOPEZIBANEZ@TEXPASA.COM 18. Aurora Management Partners Trade Claim $306,078 112 South Tryon Street Suite 1170 Charlotte, NC 28284 Contact: John Magee Phone: 704-377-6010 Email: JMAGEE@AURAMP.COM 19. Color Image Apparel, Inc./ Trade Claim $287,174 Bella Canvas PO Box 674807 Detroit, MI 48267 Contact: General Counsel Phone: 310-770-7568 Email: AR@BELLACANVAS.COM 20. M&R Sales & Service Inc. Trade Claim $275,457 440 Medinah Rd. Roselle, IL 60172 Contact: Marie Tosch Tel: 630-858-6101 Fax: 630-858-6134 Email: MARIE.TOSCH@MRPRINT.COM 21. Energua SA Trade Claim $208,420 Final Del Blv. 15 De Septiembre BO. Independencia Apdo, Postal 40 Atlantida La Ceiba Honduras Contact: Donaldo Mejia Phone: 504-99916199 22. Coats America Inc. Trade Claim $195,848 Dept. 2627 P.O. Box 122627 Dallas, TX 75312 Contact: Bessy Fiallos Phone: 704-329-5800 Email: BESSY.FIALLOS@COATS.COM 23. Just Like Falling Off Trade Claim $181,083 A Bike LLC PO Box 76 Mount Juliet, TN 37121-0076 Contact: Kevin Grosch Phone: 629-777-5845 Email: ACCOUNTING@FLO.CO 24. Womble Bond Dickinson LLP Trade Claim $153,100 One West Fourth St Winston Salem, NC 27101 Contact: John Morrow Tel: 336-721-3600 Fax: 336-721-3660 FAX: 336-721-3660 Email: JOHN.MORROW@WBD-US.COM 25. Suzhou Zhongtai IMP. Trade Claim $147,306 & Exp. Co. Ltd. 408 Dongfang Road, Taoyua Town Jiangsu Provence Wujiang Suzhou, 215236 China Contact: Xingfang Shen Phone: 86-51263852678 Email: ANDY671030@163.COM 26. Hornwood, Inc. Trade Claim $145,210 DBA Game Time Fabrics PO Box 733909 Dallas, TX 75373 Contact: Wesley Horne Phone: 800-225-6350 Email: WHORNE@HORNWOODINC.COM 27. 6 River Systems LLC Trade Claim $141,875 307 Waverley Oaks Road Suite 405 Waltham, MA 02452 Contact: Royanna Chappell Phone: 866-602-4825 Email: RCHAPPELL@6RIVER.COM 28. All Season Garments Trade Claim $134,770 102 Ivy Center Patel Estate Road Jogeshwari (West) Mumbai India Contact: Nitesh Poddar Phone: 91-93208506 Email: INFO@ALLSEASON.IN 29. Finos Textiles De El Salvador Trade Claim $129,668 S.A. Carretera A Santa Ana, KM. 24, 12-C Export Salva, Xona Franca, Colon La Libertad El Salvador Contact: C. Gutierrez Tel: 503-2304-2300 Fax: 503-2304-2310 Email: CGUTIERREZ@FINOTEX.COM 30. Infor Global Solutions Inc. Trade Claim $125,469 PO Box 1450 Minneapolis, MN 55485-7418 Contact: Stan Van Roij Phone: 646-336-1700 Email: STAN.VANROIJ@INFOR.COM SANDVINE L.P.: S&P Withdraws 'CCC-' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Sandvine L.P., including its 'CCC-' issuer credit rating and 'CCC-' and 'CC' issue-level ratings on its first- and second-lien debt, respectively, at the issuer's request. At the time of the withdrawal, its outlook on the company was negative. SANUWAVE HEALTH: Terminates Merger Agreement with SEP Acquisition ----------------------------------------------------------------- Sanuwave Health, Inc. announced that on June 25, 2024, the Company delivered a notice to SEP Acquisition Corp. ("SEPA") terminating their merger agreement. "Based upon our assessment of the likelihood of being able to secure a national securities exchange listing for the combined company and of the relative attractiveness of continuing to pursue this merger transaction as opposed to other options to grow Sanuwave's business and seek an uplisting, our board of directors has unanimously determined that terminating the merger agreement with SEPA and seeking another path forward was in the best interests of the Company and its stockholders," said CEO Morgan Frank. "Sanuwave has come a long way in the last year and now sees a number of options and opportunities that were not available in the past and will seek to plot a course to further strengthen its financial position, its business, and to allow it to achieve a market valuation commensurate to the fundamentals of the Sanuwave business. This process has already begun, and we expect to communicate more in the near future about, among other things, a proposed reverse split and note and warrant exchanges. The Company believes it is in a strong position to be choosy about its path forward and that it has a number of attractive potential paths ahead of it. We look forward to sharing more on this in the coming weeks." 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. SCILEX HOLDING: Board OKs up to 10% Dividend of Ownership in Semnur ------------------------------------------------------------------- Scilex Holding Company disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 28, 2024, the Board of Directors of the Company approved a resolution to authorize a potential dividend of up to 10% of the Company's ownership interest in Semnur Pharmaceuticals, Inc., the Company's wholly owned subsidiary, in connection with any potential transaction, subject to the registration of Semnur's common stock (or such securities, property or other assets into which or for which such stock may be exchanged or converted in such Potential Transaction) with the Securities and Exchange Commission. No record date has been established for such dividend as the Company continues to explore Potential Transactions and to the extent such dividend is declared in connection with a Potential Transaction or otherwise, the Company will make such disclosures as may be required under applicable law and the rules of The Nasdaq Stock Market LLC. As previously disclosed, the Board approved a resolution to authorize management to explore ways in which to maximize the value of Semnur, and SP-102 (SEMDEXA), the product candidate held by Semnur, for the Company and its stockholders, including by way of conducting a spin-off, merger, dividend, reclassification or other similar transaction. 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. SEASONAL LANDSCAPE: Ira Bodenstein Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Ira Bodenstein as Subchapter V trustee for Seasonal Landscape Solutions, Inc. Mr. Bodenstein will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Bodenstein declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. About Seasonal Landscape Solutions Seasonal Landscape Solutions, Inc. is a company in Algonquin, Ill., which specializes in residential design-build landscaping. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08880) on June 17, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Andy Wiltberger, president, signed the petition. Judge Janet S. Baer presides over the case. Richard G. Larsen, Esq., at Springerlarsen, LLC represents the Debtor as legal counsel. SENMIAO TECHNOLOGY: Incurs $4.23-Mil. Net Loss in FY Ended March 31 ------------------------------------------------------------------- Senmiao Technology Limited filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $4.23 million on $6.81 million of total revenues for the year ended March 31, 2024, compared to a net loss of $3.79 million on $8.08 million of total revenues for the year ended March 31, 2023. As of March 31, 2024, the Company had $9.86 million in total assets, $5.57 million in total liabilities, $234,364 in mezzanine equity, and $4.05 million in total equity. New York, New York-based Marcum Asia CPAs LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 27, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Senmiao said, "In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future capital contributions or future loans by us to our PRC subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from our public offerings and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001711012/000121390024056536/ea0207335-10k_senmiao.htm About Senmiao Technology Limited Senmiao is not a Chinese operating company but a U.S. holding company incorporated in the State of Nevada on June 8, 2017. As a holding company with no material operations of its own, Senmiao conducts a substantial majority of its operations through its operating entities established in the PRC, including its subsidiaries and the equity investee company. Since November 2018, the Company has been providing automobile transaction and related services focusing on the online ride-hailing industry in the People's Republic of China through its wholly owned subsidiaries, Yicheng and Corenel, and its majority owned subsidiaries, Jiekai, and Hunan Ruixi, and its equity investee company, Jinkailong. Since October 2020, the Company has been operating an online ride-hailing platform through XXTX, which is a wholly owned subsidiary of Senmiao Consulting. XXTX's platform enables qualified ride-hailing drivers to provide transportation services mainly in Chengdu, Changsha and other 20 cities in China as of the date of this Report. The Company's business includes Automobile Transaction and Related Services and Online Ride-hailing Platform Services, which constituted a series of services. SHANGRI-LA DEVELOPMENT: Hires Greenberg Glusker as Counsel ---------------------------------------------------------- Shangri-La Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Greenberg Glusker Fields Claman & Machtinger LLP as general bankruptcy counsel. The firm will render these services: a. advise the Debtor regarding matters of bankruptcy law; b. represent the Debtor in proceedings or hearings in this Court involving matters of bankruptcy law; c. assist the Debtor with negotiation, documentation and any necessary Court approval or transactions disposing of property of the estate; d. advise the Debtor concerning the requirements of the Bankruptcy Code, and federal local rules relating to the administration of this bankruptcy case, and the effect of this case on the operations of the Debtor; e. assist the Debtor in negotiating, obtaining approval of and implementing a sale of assets and/or a chapter 11 subchapter V plan; and f. perform such other legal services related to such other legal matters as may arise in the administration of the Debtor's bankruptcy estate. The firm will be paid as follows: Attorneys $450 to $1,950 per hour Paralegals $400 to $500 per hour Ira Steinberg $930 per hour Jeffrey A. Krieger $925 per hour Jonathan Shenson $875 per hour Nicolette Roger $600 per hour Elias Kawas $575 per hour Cole Nicholas $525 per hour Cynthia Miller Watkins $400 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. Jonathan S. Shenson, Esq., a partner at Greenberg Glusker, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan S. Shenson, Esq. Ira M. Steinberg, Esq. Cole F. Nicholas, Esq. Greenberg Glusker Fields Claman & Machtinger LLP 2049 Century Park East, Suite 2600 Los Angeles, CA 90067 Tel: (310) 553-3610 Fax: (310) 553-0687 Email: JShenson@ggfirm.com ISteinberg@ggfirm.com CNicholas@ggfirm.com About Shangri-La Development, LLC Shangri-La Development, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 24-50639) on April 30, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by GREENBERG GLUSKER LLP. SIENTRA INC: Fine-Tunes Plan Documents -------------------------------------- Project Sage Oldco, Inc. f/k/a Sientra, Inc. and its Affiliated Debtors submitted a Second Amended Combined Disclosure Statement and Joint Plan dated June 13, 2024. The Plan is a joint chapter 11 plan providing for a Plan Administrator to liquidate or otherwise dispose of the remaining assets of the Debtors and Estates in accordance with the Plan (to the extent such assets were not previously monetized to Cash or otherwise transferred by the Debtors prior to the Effective Date), with the agreement of the Prepetition First Lien Lenders to fund the Plan in part through use of cash collateral and other concessions and consideration. In these Chapter 11 Cases, the Debtors have already liquidated substantially all of their respective assets, excluding Causes of Action that have not been waived or settled in accordance with or pursuant to the Plan, in connection with the Sale Orders, which effectuated a sale of substantially all of the Debtors' assets to Tiger and Nuance. The Plan Administrator shall attempt to liquidate, diligently and for the highest value reasonably possible, the remaining Distributable Assets. The net proceeds remaining from prior liquidations in connection with the Sale Orders, together with the net proceeds from the liquidation of the remaining Distributable Assets after the Effective Date, will be used to fund recoveries under the Plan to creditors. As of the Effective Date, the Debtors and Plan Administrator will be funded with all the remaining assets of the Debtors (except for certain carveouts including the Professional Fee Escrow Amount) in accordance with the Wind-Down Budget. The Debtors or the Plan Administrator may liquidate or abandon the Distributable Assets, including Causes of Action, based on the Debtors' or the Plan Administrator's business judgment, without the need for further order of the Bankruptcy Court. The Debtors or the Plan Administrator will distribute all net proceeds to creditors, including payment on behalf of all Allowed DIP Facility Claims, Prepetition First Lien Secured Claims, Administrative Expense Claims, Priority Tax Claims, Other Priority Claims (Class 1), and Other Secured Claims (Class 2), generally in accordance with the priority scheme under the Bankruptcy Code, subject to the terms of the Plan. Holders of Prepetition First Lien Secured Claims (Class 3) shall be entitled to Prepetition First Lien Deficiency Claims and recoveries in accordance with the Excess Cash Waterfall Recovery. Holders of Prepetition First Lien Deficiency Claims shall be entitled to vote on the Plan, but waive, and shall be deemed to have waived, the right to receive any distribution under the Plan, pursuant to the terms of the Committee Settlement, including from the General Unsecured Claims Cash Pool, on account of such Prepetition First Lien Deficiency Claims. Holders of Allowed General Unsecured Claims (Class 4), exclusive of Holders of Prepetition First Lien Deficiency Claims and Holders of DIP Facility Deficiency Claims, shall receive their Pro Rata share of the General Unsecured Claims Cash Pool. The Plan does not contemplate substantive consolidation of the Debtors. In a Chapter 7 proceeding, absent such consent, Holders of General Unsecured Claims would likely receive no distribution on account of their Claims. Lastly, the Holders of Intercompany Claims (Class 5), Intercompany Interests (Class 6), Interests in Project Sage Oldco (Class 7), and Section 510(b) Claims (Class 8) will not receive any distributions or property under the Plan. Interests in Project Sage Oldco, including common stock thereof, will be cancelled and extinguished. Like in the prior iteration of the Plan, each Holder of an Allowed General Unsecured Claim in Class 4 shall receive a Pro Rata share of the General Unsecured Claims Cash Pool. For the avoidance of doubt, the Holders of any such Prepetition First Lien Deficiency Claim or DIP Facility Deficiency Claims shall be deemed to waive, and agree to waive, the right to receive any distribution under the Plan, including from the General Unsecured Claims Cash Pool. The allowed unsecured claims total $4,597,347. This Class will receive a distribution of 7.0% to 11.0% of their allowed claims. Cash on hand, borrowings under the DIP Facility, the Distributable Assets, if any, the Wind-Down Amount, the Tiger Secured Obligation, the Debtors' rights under the Sale Transaction Documentation, payments made directly by the Purchasers on account of any assumed liabilities under the Sale Transaction Documentation, payments of Cure Costs made by the Purchasers pursuant to sections 365 or 1123 of the Bankruptcy Code, the return of any utility deposits as set forth in orders of the Bankruptcy Court, and all Causes of Action not previously settled, released, or exculpated under the Plan, if any, shall be used to fund the distributions to Holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims. A full-text copy of the Second Amended Combined Disclosure Statement and Plan dated June 13, 2024 is available at https://urlcurt.com/u?l=5TBPF8 from Epiq Corporate Restructuring, LLC, claims agent. Co-Counsel to the Debtors: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com Nicole L. Greenblatt, Esq. Kirkland & Ellis LLP Kirkland & Ellis International, LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: nicole.greenblatt@kirkland.com About Sientra Inc. Sientra Inc. is a surgical aesthetics company in Irvine, Calif. Sientra and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-10245) on Feb. 12, 2024. Ronald Menezes, president and chief executive officer, signed the petitions. As of Sept. 30, 2023, Sientra reported $139,933,000 in assets and $171,978,000 in liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP as legal counsels; Berkeley Research Group, LLP as restructuring advisor; and Miller Buckfire and unit Stifel as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. SINGING MACHINE: Inks 1.08MM Stock Purchase Deal With Ascendiant ---------------------------------------------------------------- The Singing Machine Company, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 26, 2024, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $1,080,000 from time to time, through an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended. On June 27, the Company filed a prospectus supplement with the Securities and Exchange Commission relating to the offer and sale of up to $1,080,000 of Common Stock in the ATM Offering. The offer and sale of the Shares will be made pursuant to the Company's effective "shelf" registration statement on Form S-3 and an accompanying base prospectus contained therein (File No. 333-269183) filed with the SEC on January 11, 2023 and declared effective by the SEC on January 20, 2023. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the Nasdaq Stock Market. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering," as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement pursuant to the terms and subject to the conditions set forth in the Sales Agreement. A full-text copy of ATM Sales Agreement is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/923601/000149315224025467/form8-k.htm About The Singing Machine Company The Singing Machine Company is primarily engaged in the development, marketing, and sale of consumer karaoke audio equipment, accessories, and musical recordings. It is a leading global karaoke and music entertainment company that specializes in the design and production of quality karaoke and music enabled consumer products for adults and children. As of December 31, 2023, the Company had $27,715,000 in total assets, $20,137,000 in total liabilities, and $7,578,000 in total stockholders' equity. Philadelphia, Pennsylvania-based Marcum LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SMC ENTERTAINMENT: Closes Acquisition of ChainTrade's Platform -------------------------------------------------------------- SMC Entertainment, Inc., announced the closing of its acquisition of ChainTrade Ltd's AI-powered Trading Platform pursuant to an acquisition agreement dated May 30, 2024. Chaintrade, a UK-registered and licensed Fintech company, is a joint Venture between Plato Data Intelligence and Red Matter Capital and was built to revolutionize trading and investing by leveraging AI's predictive capabilities. The Platform allows users to trade Equities, ETFs, Commodities, and Indices with the support of a personalized AI-powered trading assistant. The Platform, ready for commercial launch, was built to revolutionize trading and investing by leveraging AI's predictive capabilities. This will improve research, risk management and asset allocation. The Platform provides personalized and custom investment strategies and utilizes AI to evaluate assets within a portfolio. Under the terms of the Acquisition Agreement, the Company purchased the ChainTrade Assets in exchange for an $8,000,000 promissory note, with a term of 18 months, and a 5% interest rate. The Note is convertible into shares of the Company's Common Stock at $1 per share. The Company has also committed to provide total working capital of $500,000, in tranches, over 18 months. On June 25, 2024, as required by the Acquisition Agreement, upon the Closing, the Company released to ChainTrade a convertible promissory note in the principal amount of $8,000,000, with a term of 18 months, beginning on the date of execution, May 30, 2024. On June 25, 2024, as required by the Acquisition Agreement, Paul (Prem) Couture, CEO of ChainTrade and Red Matter Capital, was appointed as the Company's chief technology officer. Mr. Couture and the Company entered into an Employment Agreement under which he is to be paid a salary of $7,500 per month, for a term of one year for his service as chief technology officer. Also on June 25, 2024, Bryan Feinberg was appointed to the Company's Board of Directors. Mr. Feinberg also entered into a Technology Consulting Agreement with the Company under which he will be paid a monthly consulting fee of $7,500. About SMC Boca Raton, Fla.-based SMC Entertainment Inc. -- http://www.smceinc.com-- is a versatile holding company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies. SMC's multi-discipline growth by acquisition approach is to enhance revenues and shareholder equity. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since March 2022, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company suffered an accumulated deficit of $17,560,687, net loss of $1,560,683 and a negative working capital of $3,393,255. These matters raise substantial doubt about the Company's ability to continue as a going concern. SMITH MICRO: Registers 2.04MM Common Shares for Resale ------------------------------------------------------ Smith Micro Software, Inc., filed a Preliminary Prospectus on Form S-1 with the U.S. Securities and Exchange Commission relating to the resale or other disposition from time to time by the selling stockholders -- Anson Investments Master Fund LP, Anson East Master Fund LP, and Roth Capital Partners, LLC, or their pledgees, assignees, distributes and successors-in-interest -- from time to time, of up to 2,043,700 shares of Smith Micro's common stock, par value $0.001 per share issuable upon the exercise of certain warrants held by the Selling Stockholders (including shares that may be issued to the holder in lieu of fractional shares). Smith Micro said, "We are registering the offer and sale of Common Stock on behalf of the Selling Stockholders to satisfy certain registration rights that we have granted to the Selling Stockholders." "Each Selling Stockholder may, from time to time, sell, transfer, or otherwise dispose of any or all of the Common Stock on any stock exchange, market, or trading facility on which shares of our Common Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices." "The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of Common Stock. We will bear all other costs, expenses, and fees in connection with the registration of the Common Stock." "We are not offering any shares of our Common Stock for sale under this prospectus. We will not receive any of the proceeds from the sale or other disposition of our Common Stock by the Selling Stockholders. However, we may receive proceeds of up to approximately $4.85 million if all of the Warrants held by the Selling Stockholders are exercised for cash, based on the per share exercise price of the Warrants." "Our Common Stock is listed on the Nasdaq Capital Market under the symbol "SMSI." On June 26, 2024, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $2.23." A full-text copy of the Company's Preliminary Prospectus is available at: https://www.sec.gov/Archives/edgar/data/948708/000162828024030367/smithmicroresales-1.htm About Smith Micro Software Pittsburgh, Pa.-based Smith Micro Software, Inc., develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, Calif.-based SingerLewak LLP., the Company's auditor since 2005, issued a "going concern" qualification in its report dated Feb. 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SMITH MICRO: Registers 3MM Additional Shares for Incentive Plan --------------------------------------------------------------- Smith Micro Software, Inc. filed a registration statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering an additional 3,000,000 shares of its common stock, par value $0.001 per share for issuance under the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan (formerly known as the 2015 Omnibus Equity Incentive Plan). The increase in the number of shares authorized for issuance under the Plan was approved by the Company's stockholders at its annual meeting held on June 18, 2024. The 3,000,000 shares of Common Stock being registered pursuant to the Registration Statement are in addition to the following (as to each, after adjusting for the reverse stock splits effective as of August 17, 2016 and April 10, 2024): (a) the 265,625 shares of Common Stock currently registered on the Company's registration statement on Form S-8 filed on July 29, 2015, registration number 333-205924, (b) the 312,500 shares of Common Stock currently registered on the Company's registration statement on Form S-8 filed on August 17, 2018, registration number 333-226914, (c) the 625,000 shares of Common Stock currently registered on the Company's registration statement on Form S-8 filed on August 26, 2020, registration number 333-248422 and (d) the 375,000 shares of Common Stock currently registered on the Company's registration statement on Form S-8 filed on August 10, 2023, registration number 333-273877. A full-text copy of the Company's registration statement is available at https://www.sec.gov/Archives/edgar/data/948708/000162828024030371/smithmicros-8.htm About Smith Micro Software Pittsburgh, Pa.-based Smith Micro Software, Inc., develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, Calif.-based SingerLewak LLP., the Company's auditor since 2005, issued a "going concern" qualification in its report dated Feb. 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SOCAL CLIMATE: Unsecureds to Get $13K per Month for 60 Months ------------------------------------------------------------- Socal Climate Control & Mechanical, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Chapter 11 Plan of Reorganization dated June 11, 2024. The Debtor is a residential and light commercial HVAC contractor providing maintenance, repair and installation of HVAC systems. The Debtor has the required licenses to conduct its business. The Debtor is 50% owned by Tammy Navarro, 25% owned by Carey Mead and 25% owned by Michael Molloy. The Debtor's business suffered temporary cash flow issues caused by a severe decline in sales due to the slowing of the consumer economy in the residential HVAC market nationwide. In addition, the Debtor's expenses increased due to an increase in the cost of HVAC equipment caused by Covid 19 supply chain interruption and new state and federal efficiency regulations, lead generation, fuel, labor and insurance. To supplement the income lost, SCCM borrowed nearly $340,000 from accounts receivable lenders ("Merchant Cash Advance Loans"). The service on this debt was nearly $15,000.00 per week. As a result, SCCM has found it short on cash and unable to meet its regular operating expenses such as payroll, insurance, and materials and supplies. This Plan is a plan of reorganization. In other words, the Debtor seeks to make payments under the Plan to holders of allowed claims. The timing of payments to particular creditor groups will depend upon their classification under the Plan. Class 3 consists of General Unsecured Claims. In the present case, the Debtor estimates that Class 3 general unsecured debt totals $786,938.25. Class 3 will be paid in full pro rata over 60 monthly with a estimated monthly payment of $13,115.64. Debtor's projected disposable income for the 60 months after the effective date of the plan projects that these payments are feasible. Payments to Class 3 will not commence until administrative claims have been paid in full. The Debtor scheduled an unsecured claim of David Posner in the amount of $150,000. It has since been determined that Debtor is not liable on the Posner loan and the liability is for Debtor's insider only. No Proof of Claim was filed by David Posner. No distribution will be made to David Posner through Debtor's plan. This class is impaired. The Plan will be funded from Debtor's continued operations. A full-text copy of the Plan of Reorganization dated June 11, 2024 is available at https://urlcurt.com/u?l=3JC4hY from PacerMonitor.com at no charge. General Counsel for the Debtor: Thomas B. Ure, Esq. Ure Law FIRM 8280 Florence Avenue, Suite 200 Downey, CA 90240 Tel: (213) 202-6070 Fax: (213) 202-6075 Email: tom@urelawfirm.com About Socal Climate Control & Mechanical, Inc. Socal Climate Control & Mechanical, Inc. is a residential and light commercial HVAC contractor providing maintenance, repair and installation of HVAC systems. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10371) on March 8, 2024. In the petition signed by Tammy Navarro, president, the Debtor disclosed $1,532,802 in total assets and $1,344,211 in total liabilities. Judge Martin R. Barash oversees the case. Thomas B. Ure, Esq., at Ure Law Firm, represents the Debtor as legal counsel. SPECTRUM GROUP: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings downgraded Spectrum Group Buyer, Inc.'s corporate family rating to Caa1 from B2, probability of default rating to Caa1-PD from B2-PD and the senior secured bank credit facility ratings to Caa1 from B2. The outlook is changed to stable from negative. Moody's have also appended a limited default (LD) designation to Spectrum's probability of default rating (PDR) of Caa1-PD, changing it to Caa1-PD/LD. This action follows the company's June 2024 amendment to the credit agreement to convert its term loan interest to pay-in-kind (PIK). Moody's will remove the /LD designation in three business days. Moody's view the introduction of the PIK feature as an economic loss and default avoidance, which contributed to the determination of a distressed exchange. The consenting lenders have allowed the company to PIK the term loan interest for four quarters from April 2024 to March 2025, estimated at $28 million, in exchange for incremental margin. In addition, Spectrum's private equity sponsors (HIG) have extended their support to the company by making a $35 million equity contribution, providing a $10 million unsecured term loan with interest to be paid in kind for 18 months and extending the maturity of the existing $30 million HIG revolver to August 2028. The lenders have also provided an additional $20 million term loan that is structured as accounts receivables securitization. The combination of these transactions will create liquidity of an estimated $93 million for the company. The turnaround in the company's operating performance is dependent on improvement in demand, higher paper prices and a reduction in pulp prices. The timing, magnitude and occurrence of these conditions remains uncertain. The downgrade to Caa1 reflects the uncertainty in the improvement of business conditions and operating performance, and the potential need for a subsequent liquidity infusion, such as an extension of PIK, which could cause another distressed exchange event. The rating downgrade reflects corporate governance considerations associated with Spectrum's weak liquidity and decision to pursue PIK interest on its term loan, which was deemed a distressed exchange by Moody's. RATINGS RATIONALE Spectrum's Caa1 CFR is constrained by: (1) weak liquidity; (2) high financial leverage in 2024; (3) exposure to declining printing and writing paper, graphic paper and carbonless markets, and to volatile pulp prices; (4) low EBITDA margins; and (5) increased balance sheet debt and interest expense. The company's rating benefits from (1) its scale; (2) leading market position in niche specialty paper markets; and (3) exposure to some stable end markets such as labels and food packaging. Spectrum has weak liquidity through to Q2 2025, with liquidity sources of about $65 million to cover about $20 million of uses. Sources include cash of $65 million in March 2024 (pro forma estimate for the June cash infusion transactions), no availability under its revolving credit facilities, and Moody's forecast about breakeven free cash flow through to Q2 2025. However, given the uncertainty in company's operating performance, a lack of improvement could pressure free cash flow in this period, depleting the available liquidity. Uses consist of about $20 million of mandatory term loan amortization and lease payments. The revolver has a springing first lien net leverage covenant if the revolver is more than 35% drawn, however it is suspended until December 2025. All assets are encumbered by the credit facilities leaving no sources of alternative liquidity. The Caa1 rating on the senior secured credit facility is in line with the Caa1 CFR and reflects the preponderance of secured debt in the capital structure. The stable outlook reflects uncertainty around demand recovery, rising costs and potential for further weakening in liquidity or credit metrics that could pressure the company's rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if there is persistent negative free cash flow, or weakening of liquidity. The ratings could be upgraded if liquidity improves with debt/EBITDA below 6x and EBITDA/interest above 1.5x. Spectrum Group Buyer, Inc. is operating through Pixelle Specialty Solutions LLC, a manufacturer of specialty papers for diverse end markets. The company is owned by funds affiliated with H.I.G. Capital. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. SURGE TRANSPORTATION: Amends Unsecured Claims Pay Details --------------------------------------------------------- Surge Transportation, Inc., submitted an Amended Disclosure Statement describing Plan of Reorganization dated June 13, 2024. This reorganization was filed on July 24,2023 as a means of addressing claims in an orderly fashion. The Debtor also holds certain litigation claims against certain former employees and their current employers for, among other things, tortious interference with business relationships and violation of the former employees' employment and non-solicitation agreements with Debtor. The claims include a civil action styled as Surge Transportation, Inc. v. Direct Connect Logistics, Inc. and Matthew R. May; Circuit Court, Fairfax County, Virginia; Case No. CL-2023-0015318, which is in its infancy. Similar claims may exist against Derrick Leonhardt and his current employer, Loadsmart, and against Mary Palmer, and her employer, Freymiller. The Debtor is also investigating potential claims against DAT Solutions, LLC for unauthorized price increases under its contractual agreements with the Debtor, and against E2 Solutions for failing to provide contracted for services and benefits. Those claims have not been fully vetted or quantified. The Debtor is unable at this point to ascribe a value to such claims. Debtor intends to continue the investigation and prosecution of those claims following the exit from this Chapter 11 case. The claims are included in the Exit Facility Collateral provided to Triumph. While the Bankruptcy Court entered the Payment Procedures Order, which included a temporary injunction against freight carriers preventing them from seeking to collect pre-petition claims against the Debtor's suppliers and consignees, the Bankruptcy Court allowed the Declaratory Relief Actions to continue and referred all of the parties to mediation, to resolve the Declaratory Relief Actions and agree upon the terms of a Chapter l1 Plan. Though no agreement was reached at the mediation, the framework for a plan of reorganization pursuant to which Triumph will provide exit financing to the Debtor was discussed. The Debtor will, however, be unable to obtain exit financing from Triumph or any other source if the Declaratory Relief Actions are not dismissed. In the absence of such funding, the prospects for a distribution to general unsecured creditors is low Surge, the Committee and the Plaintiffs have therefore agreed as follows: * In exchange for a full release of their pre-petition claims against Triumph and the Debtor, the Plaintiffs will each be allowed a General Unsecured Claim in the amounts claimed in the Declaratory Relief Actions, to share in the prorata distributions to Unsecured Creditors under the Plan, plus an additional $350,000 (the "settlement Payment"), allocated as follows: -- $326,000 to AWA, BBA and OTR, to be allocated between and among them at their discretion; and -- $24,000 to Phoenix, Wex, Integra, Yankton, and IThrive, to be allocated among them at their discretion. * Payment of the Settlement Payment shall be made within 14 days of the satisfaction of the conditions precedent outlined in Article XVI hereof, provided, however, that it shall not be an event of default if substantial progress is being made towards closing of the Exit Loan Facility at that time. * In exchange for said payments, the Plaintiffs shall be deemed to have waived their right to seek or obtain a "substantial contribution claim" under $ 503(bX4) of the Bankruptcy Code. * Triumph, for its part, will receive no distribution on account of Triumph's Unsecured Claim from the Exit Loan Facility, and Triumph's Unsecured Claim shall instead be reduced and paid by Omar Singh (as guarantor of the Prepetition Financing Agreement) post-confirmation in accordance with the Secured Promissory Note. * The Declaratory Relief Actions shall be dismissed, with prejudice, concurrently with the funding of the Settlement Payment. Class 3 consists of General Unsecured Claims. Allowed Unsecured Claims, excluding Triumph's Allowed Unsecured Claim, will share pro rata the balance of the Exit Loan Facility proceeds after payment of the Settlement Payment, all Administrative Claims and Priority Claims as provided herein, with payment to be made on the Initial Distribution Date. The Exit Loan Facility proceeds shall be free and clear of Triumph's security interests and, after payment of the Settlement Payment, Administrative and Priority Claims, shall be held in a segregated account pending disbursement, at which time the proceeds will be transferred to Triumph Pay or such other agent as Debtor may determine for disbursement. The Debtor may seek an extension of the Initial Distribution Date if necessary to accommodate resolution of claims objections which may have a material impact on the distributions to other creditors or as a matter of administrative convenience, which extension is subject to entry of an order of the Court after notice to the "Shod List" of creditors and parties in interest and a hearing. In addition, and provided the Reorganized Debtor is not in default of its various installment payment obligations to Triumph, Debtor shall make a supplemental distribution to Class 3 equal to the difference between $1,000,000 and the amount distributed to Class 3 on the Initial Distribution Date, payable as an unsecured obligation from (i) any net operating income of the Reorganized Debtor, and (ii) the proceeds of Avoidance Actions collected through June 30, 2026, if any, less all attorney fees and costs incurred in the pursuit of such Avoidance Actions and deferred by Debtor's counsel as of the Confirmation Date. The supplemental distribution will be made within 60 days of June 30, 2026, and the Reorganized Debtor shall file a report with the Court reflecting same. No loans, cash distributions or dividends shall be paid to any insider of the Reorganized Debtor until the supplemental distribution is made (except to the extent necessary to cover any tax liability imputed to such insider as a result of his or her ownership of the Reorganized Debtor). The Plan will be funded by an Exit Loan Facility in the amount of $2,150,000, secured by (i) a blanket lien on all Assets of the Debtor, existing on and after the Confirmation Date, excluding Avoidance Actions, and (ii) a mortgage and security interest in the real property and improvements owned directly or indir-ct1y by Debtor's principal, Omar Singh, and located at (a) 20651 Holyoke Drive, Ashburn, Virginia, and (b) 44390 Cedar Heights Drive, Ashburn, Virginia (the "Exit Facility Collateral"). From this $2,150,000 Exit Loan Facility, $350,000 will be utilized to settle the Declaratory Relief Actions with the remaining funds being utilized to fund, in order of priority, distributions to Allowed Administrative Claims, Priority Tax Claims, and the initial distribution to Allowed Claims of Unsecured Creditors in Classes 2 and 3. The Exit Loan Facility will be amortized and paid by the reorganized Debtor over seven years with no interest, secured by the Exit Facility Collateral. The Exit Loan Facility is conditioned upon the entry of a Confirmation Order, which (i) approves the settlement and compromise of the Declaratory Relief Actions; (ii) approves the Debtor's assumption of the Factoring Agreement; and (iii) allows the Debtor to execute the Secured Promissory Note. The Plan will also be funded by the proceeds of Avoidance Actions pursued by the Debtor, net of all costs, expenses, and attorney fees incurred in connection therewith. The Debtor will make a supplemental pro-rata distribution to the Holders of Allowed Claims in Classes 2 and 3 after the Avoidance Actions have been adjudicated or settled as of June 30, 2026. Factors may elect to receive a release from an Avoidance Action in exchange for (i) a 30% reduction of their Allowed Unsecured Claim, and (ii) a commitment to permit their carrier customers to factor Surge receivables post confirmation. The Plan will also be supported by a newly formed entity, Logistics Connected, LLC, a freight brokerage owned by Mr. Singh's wife, which will have the option, but not the legal obligation, to help carry the debt burden associated with the Exit Loan. Logistics Connected, LLC is being provided as an option to Shippers who cannot or are unwilling to place orders with Surge. Logistics Connected, LLC shall factor with Triumph on the same pricing terms as Surge. A full-text copy of the Amended Disclosure Statement dated June 13, 2024 is available at https://urlcurt.com/u?l=CmoZTe from PacerMonitor.com at no charge. Attorneys for Surge Transportation, Inc: Richard R. Thames, Esq. Bradley R. Markey, Esq. THAMES IMARKEY 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Tel: (904) 358-4000 and Stephen Leach, Esq. David I. Swan, Esq. HIRSCHLER FLEISCHER 167 International Drive, Suite 1 350 Tysons, VA 22102- 4940 Tel: (703) 584-8900 About Surge Transportation Founded in 2016 by Omar Singh, Surge Transportation, Inc., is a Jacksonville-based trucking and freight broker licensed with the U.S. Department of Transportation and the United States Federal Motor Carrier Safety Administration. It specializes in sourcing extra truckload capacity during peak seasons and other periods of high demand. Surge Transportation maintains satellite offices in Chicago, Ill. and Ashburn, Va. Surge Transportation filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-01712) on July 24, 2023, with $10 million to $50 million in both assets and liabilities. Mr. Singh signed the petition. Judge Jacob A. Brown oversees the case. Bradley R. Markey, Esq., at Thomas Markey, is the Debtor's legal counsel. TOMMY'S FORT: Court OKs Appointment of Chapter 11 Trustee --------------------------------------------------------- Judge Edward Morris of the U.S. Bankruptcy Court for the Northern District of Texas approved the appointment of Mark Andrews as Chapter 11 trustee for Tommy's Fort Worth, LLC and its affiliates. The appointment comes upon the application filed by Kevin Epstein, the U.S. Trustee for Region 6, to appoint a bankruptcy trustee in the companies' Chapter 11 cases. Mr. Andrews disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Tommy's Fort Worth Tommy's Fort Worth, LLC is a premium boat dealer with 16 locations across the United States. Tommy's Fort Worth and its affiliates concurrently filed voluntary Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 24-90000) on May 20, 2024. The petitions were signed by Monica S. Blacker as chief restructuring officer. At the time of the filing, Tommy's Fort Worth reported $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Edward L. Morris presides over the cases. Liz Boydston, Esq., at Gutnicki, LLP represents the Debtor as legal counsel. TOMMY'S FORT: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Tommy's Fort Worth, LLC and its affiliates. The committee members are: 1. ACME Marine c/o Brian Wierenga 3501 Fruitridge Ave, Suite A Walker, MI 49544 616-813-3939 bwierenga@acmemarine.com 2. Kent Water Sports Holdings, LLC c/o Brandon Plaster 7926 Bracken Place, SE Snoqualmie, WA 98065 206-290-1046 bplater@kentoutdoors.com 3. Square One Distribution c/o Brian Gardner 35214 SE Center, St. Snoqualmie, WA 98065 425-369-6850 brian@squareoneco.com 4. Store Capital c/o Lyena Hale 8377 E. Hartford Dr., Ste. 100 Scottsdale, AZ 85255 480-256-1199 lhale@storecapital.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Tommy's Fort Worth Tommy's Fort Worth, LLC is a premium boat dealer with 16 locations across the United States. Tommy's Fort Worth and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Lead Case No. 24-90000) on May 20, 2024. The petitions were signed by Monica S. Blacker as chief restructuring officer. At the time of the filing, Tommy's Fort Worth reported $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Edward L. Morris presides over the cases. Liz Boydston, Esq., at Gutnicki, LLP represents the Debtor as legal counsel. TRINSEO PLC: All Six Proposals Passed at Annual Meeting ------------------------------------------------------- Trinseo PLC held its Annual General Meeting of Shareholders during which the Company's shareholders: * Elected K'Lynne Johnson, Joseph Alvarado, Frank Bozich, Victoria Brifo, Jeffrey Cote, Pierre-Marie De Leener, Jeanmarie Desmond, Matthew Farrell, Sandra Beach Lin, Henri Steinmetz, and Mark Tomkins to serve a term expiring at the end of the 2025 annual general meeting of shareholders; * Approved, on an advisory basis, the compensation paid to the Company's named executive officers; * Ratified the audit committee's appointment of PricewaterhouseCoopers LLP to be the Company's independent registered public accounting firm for the year ending December 31, 2024; * Authorized the Company's Board of Directors to issue shares; * Authorized the Company's Board of Directors to opt out of statutory pre-emption rights, with respect to up to 10% of issued share capital; and * Approved the price range for the Company's re-issuance of treasury shares. About Trinseo Trinseo (NYSE: TSE) (www.trinseo.com), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking innovations and best-in-class materials to unlock value for companies and consumers. From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers' unique challenges in a wide range of industries, including building and construction, consumer goods, medical and mobility. As of March 31, 2024, the Company has $3 billion in total assets and $2.6 billion liabilities. * * * In May 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. S&P said, "The downgrade reflects that Trinseo has not yet addressed the upcoming maturity of its $661.7 million TLB, which becomes current in September, and that we anticipate weak 2023 earnings." Meanwhile, Moody's Investors Service downgraded the Corporate Family Rating of Trinseo PLC to B2 from B1, Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Caa1 from B3, the rating on Trinseo Materials Operating S.C.A.'s backed first lien senior secured term loan and backed revolving credit facility to B2 from B1 and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s first lien senior secured term loans to B1 from Ba3. The SGL-3 Speculative Grade Liquidity Rating remains unchanged. The rating outlook for all issuers remains negative. In October 2023, S&P assigned its 'B' issue-level rating and '1' recovery rating to Trinseo NA Finance SPV LLC's $1.077 billion first-lien senior secured term loan. Trinseo NA Finance SPV LLC is a debt-issuing subsidiary of Trinseo PLC. The company intended to use the proceeds to refinance entirety of the outstanding term loan due September 2024 and $385 million of existing $500 million senior notes due September 2025. The term loan and the senior notes were co-issued by subsidiaries Trinseo Materials Operating S.C.A. and Trinseo Materials Finance Inc. All ratings on Trinseo PLC, including the 'CCC+' issuer credit rating, are unchanged. In February 2024, Moody's downgraded the Corporate Family Rating of Trinseo PLC to B2 from B1, Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Caa1 from B3, the rating on Trinseo Materials Operating S.C.A.'s backed first lien senior secured term loan and backed revolving credit facility to B2 from B1 and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s first lien senior secured term loans to B1 from Ba3. The SGL-3 Speculative Grade Liquidity Rating ("SGL") remains unchanged. The rating outlook for all issuers remains negative. The rating downgrade, Moody's explained, reflects Trinseo's weak credit metrics and expected negative free cash flow. Demand for many of the company's products remains weak and exports from China continue to depress commodity prices, especially in Europe. The soft business fundamentals for PS, ABS, PC and MMA are likely to persist in 2024 given the oversupply and weak Chinese demand. TRINSEO PLC: Declares $0.01 Dividend for July --------------------------------------------- Trinseo PLC announced on June 27, 2024, a dividend of $0.01 payable on July 22, 2024, to shareholders of record as of July 8, 2024. About Trinseo Trinseo (NYSE: TSE) (www.trinseo.com), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking innovations and best-in-class materials to unlock value for companies and consumers. From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers' unique challenges in a wide range of industries, including building and construction, consumer goods, medical and mobility. As of March 31, 2024, the Company has $3 billion in total assets and $2.6 billion liabilities. * * * In May 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. S&P said, "The downgrade reflects that Trinseo has not yet addressed the upcoming maturity of its $661.7 million TLB, which becomes current in September, and that we anticipate weak 2023 earnings." Meanwhile, Moody's Investors Service downgraded the Corporate Family Rating of Trinseo PLC to B2 from B1, Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Caa1 from B3, the rating on Trinseo Materials Operating S.C.A.'s backed first lien senior secured term loan and backed revolving credit facility to B2 from B1 and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s first lien senior secured term loans to B1 from Ba3. The SGL-3 Speculative Grade Liquidity Rating remains unchanged. The rating outlook for all issuers remains negative. In October 2023, S&P assigned its 'B' issue-level rating and '1' recovery rating to Trinseo NA Finance SPV LLC's $1.077 billion first-lien senior secured term loan. Trinseo NA Finance SPV LLC is a debt-issuing subsidiary of Trinseo PLC. The company intended to use the proceeds to refinance entirety of the outstanding term loan due September 2024 and $385 million of existing $500 million senior notes due September 2025. The term loan and the senior notes were co-issued by subsidiaries Trinseo Materials Operating S.C.A. and Trinseo Materials Finance Inc. All ratings on Trinseo PLC, including the 'CCC+' issuer credit rating, are unchanged. In February 2024, Moody's downgraded the Corporate Family Rating of Trinseo PLC to B2 from B1, Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Caa1 from B3, the rating on Trinseo Materials Operating S.C.A.'s backed first lien senior secured term loan and backed revolving credit facility to B2 from B1 and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s first lien senior secured term loans to B1 from Ba3. The SGL-3 Speculative Grade Liquidity Rating ("SGL") remains unchanged. The rating outlook for all issuers remains negative. The rating downgrade, Moody's explained, reflects Trinseo's weak credit metrics and expected negative free cash flow. Demand for many of the company's products remains weak and exports from China continue to depress commodity prices, especially in Europe. The soft business fundamentals for PS, ABS, PC and MMA are likely to persist in 2024 given the oversupply and weak Chinese demand. TROJAN EV: Hires Patterson & Sheridan LLP as Special Counsel ------------------------------------------------------------ Trojan EV, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Patterson & Sheridan LLP as special counsel. The Debtor needs the firm's legal assistance in connection with a case pending in the United States District Court for the Southern District of Texas, Houston Division, captioned as Trojan Battery Company LLC v. Golf Carts of Cypress, LLC and Trojan EV, LLC, Case No. 4:21-cv-03075. The firm will be paid at these rates: Partners $600 to $800 per hour Associates $375 to $500 per hour Paralegals $160 to $200 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the Petition Date, the Debtors owed Patterson & Sheridan an amount of $599,642.91 for services performed on or before April 29, 2024. Jerry R. Selinger, Esq., a partner at Patterson & Sheridan LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jerry R. Selinger, Esq. Patterson & Sheridan LLP 1700 Pacific Avenue, Suite 2650 Dallas, TX 75201 Tel: (214) 720-2200 Fax: (713) 623-4846 About Trojan EV, LLC Trojan EV, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31910) on April 29, 2024. In the petition signed by Federico D. Nell, sole member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Eduardo V. Rodriguez oversees the case. Jason P. Kathman, Esq., at Spencer Fane, represents the Debtor as legal counsel. US CONSOLIDATED: Hires Amann Burnett PLLC as Special Counsel ------------------------------------------------------------ US Consolidated, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Amann Burnett, PLLC as special counsel. The Debtor needs the firm's legal assistance in connection with enforcing a subpoena directed to Treble Cove Technologies, Inc., a New Hampshire corporation, captioned as Gene Shroyer and US Consolidated, LLC v. David Tuck, Adv. Proc. No. 23-2032. The firm will be paid at these rates: William Amann $325 per hour Joshua Burnett $295 per hour Paralegals $175 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William J. Amann, Esq., a partner at Amann Burnett, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William J. Amann, Esq. Amann Burnett, PLLC 757 Chestnut Street Machester, NH 03104 Tel: (603) 696-5401 About US Consolidated, LLC US Consolidated, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-21144) on Oct. 11, 2023, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Charles N. Kelley, Jr., Esq., at Kelley & Clements, LLP represents the Debtor as legal counsel. VALCOUR PACKAGING: S&P Raises ICR to 'CCC+' on Debt Restructuring ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Valcour Packaging LLC to 'CCC+' from 'SD' (selective default). S&P said, "At the same time, we assigned our 'B' issue-level rating and '1' recovery rating to the new super priority first-lien debt, a 'CCC' issue-level rating and '5' recovery rating on the new super priority second-lien debt, and a 'CCC-' issue-level rating and '6' recovery rating on the new super priority third-lien debt. "The stable outlook reflects the improved liquidity following the restructuring, and with no near-term debt maturities will provide cushion for Valcour to improve operating performance over the next 12 months." The debt restructuring will improve liquidity and temporarily lower the company's cash interest expense. Valcour exchanged its first-lien term loan into a super-priority first-lien term loan and super-priority second-lien term loan, and the second-lien term loan into the super -priority second-lien term loan and super-priority third-lien term loan. Of the company's second-lien term loan, amounts held by the sponsor were exchanged into a fourth-lien PIK interest-only tranche. Additionally, the company issued $113 million of new money under the super-priority first-lien term loan. S&P said, "We understand the resulting capital structure will be a $211 million super-priority first-lien term loan, a $304 million super-priority second-lien term loan, a $70 million super-priority third-lien term loan, and a $55 million super-priority fourth-lien term loan. "The PIK optionality under the second- and third-lien loans, as well as the PIK-interest-only under the fourth-lien loan will lower the company's cash interest expense to around mid-$40 million annually. We note the PIK option on the second- and third-lien debt falls away after two years, which provides limited runway for the company to improve its operations to support the capital structure. "The stable outlook reflects the improved liquidity following the restructuring, and with no near-term debt maturities will provide cushion for Valcour to improve operating performance over the next 12 months We note the company has no near-term debt maturities, with the first coming in 2028." S&P could lower its rating on Valcour if: -- Operating performance deteriorates, which could result from lower volumes than expected further hurting fixed-cost absorption; or -- It doesn't fully realize the benefits of previous operating efficiency investments. This would result in negative cash flow that diminishes its liquidity position, such that S&P believes a payment default or distressed restructuring is likely within the next 12 months. S&P could raise its rating on Valcour if: -- The company improves its earnings such that it generates sufficient free cash flow to fund operations, capital expenditure, and financial obligations; and -- S&P believes the capital structure would no longer be unsustainable. S&P said, "Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. "Environmental factors are a neutral consideration in our credit rating analysis. However, we believe Valcour, a manufacturer of rigid plastic packaging products, could be subject to regulatory and substitution risk over the long term as concerns about waste and pollution rise among customers and consumers. We view plastic packaging, with its limited recyclability and overall low recycling rates, as having a larger pollution impact compared with other substrates." VECTOR UTILITIES: Unsecureds to Get $6K per Month for 120 Months ---------------------------------------------------------------- Vector Utilities, LLC, and Rolando and Griselda Gaytan submitted a First Amended Disclosure Statement in support of Plan of Reorganization dated June 11, 2024. As of the Effective Date of the Plan, the Reorganized Debtors will be responsible for all payments and distributions to be made under the Plan to the holders of Allowed Claims, together with any payments that become due under any executory contract or unexpired lease assumed by the Debtors or the Reorganized Debtors. The Debtors propose to sell or surrender assets that are not needed for Vector's fiber optics work. The Debtors want to sell the following assets to assist the Debtors to build up the business so it can handle future expenses and ensure that there is sufficient money to survive so it can pay its creditors. Class 5 consists of Undersecured Claims: * BridgeCrest Credit Company LLC as agent and servicer for Carvana LLC. This is a claim for $23,922.56. Rolando Gaytan is the debtor. The claim is secured by a lien on 2016 Chevrolet Silverado Last 4 VIN 3869. The collateral is valued at $7,450.00. This secured portion of the claim, $7,450.00 will be paid in full over a five-year term at a per annum interest rate of 5.759% with a monthly payment of $143.00 with the first monthly payment being due and payable on the 15th day of the first full month after 60 days after confirmation of the plan. This creditor will release the title to the vehicle within a reasonable amount of time after the secured portion of the claim is paid. * BridgeCrest Credit Company LLC as agent and servicer for Carvana LLC. This is a claim for $36,193.22. Griselda Gaytan is the debtor. The claim is secured by a lien on a 2018 Chevrolet Silverado Last 4 VIN 6617. The collateral is valued at $14,525.00. This secured portion of the claim, $14,525.00 will be paid in full over a five-year term at a per annum 5nterest rate of 2.89% with a monthly payment of $260.00 with the first monthly payment being due and payable on the 15th day of the first full month after 60 days after confirmation of the plan. This creditor will release the title to the collateral within a reasonable amount of time after the secured portion of the claim is paid in full. * Balboa Capital Corporation. This is a claim for $53,497.95. Vector is the Debtor. The claim is guaranteed by the Gaytans. The claim is secured by a 2007 Peterbilt 375 Mixer, VIN INPALZ9X57D663754 (the "Truck"). The collateral is valued at $23,000.00. Vector intends to sell the Truck for $23,000.00 and pay the proceeds from the sale to Balboa if Balboa can produce a certificate of title perfecting a lien on the truck. This would reduce the balance owed on this claim to $30,497.95. Class 6 consists of Partially Secured Claims. The following claims are secured by liens inferior to Newtek. They are secured only to the extent that there is equity left in the Debtors' assets after the payment of the Newtek indebtedness. * MW Group Capital. This is a claim for $855,803.44. The Debtor is Vector. The Proof of claim filed in this case purports to show that the claim is secured by collateral having a value $855,304.44. Though the creditor filed a U.C.C. 1 lien to perfect its security interest in all of Vector’s asset the underlying transaction expressly states that it is not a loan, but rather a purchase of future revenue of the Debtor. MW is secured only to the extent that it has a perfected lien on collateral of Vector which has not been previously encumbered. This creditor has an inferior lien position to Newtek who perfected their $1,500,000 lien, on November 20, 2020, on all of Vector's assets, which included all of Vector's ding future accounts. The claim will be paid a general unsecured claim. * Atlantic Specialty Insurance Company and the Guarantee Company of North America USA. The current amount of this claim is $21,956,227.00. Atlantic Specialty Insurance Company and the Guarantee Company of North America USA (the "Surety Companies") are in the process of determining the amount it will cost them to complete the TXDOT contracts Vector was not able to complete. This may take some time. Both Vector and the Gaytans are contractually obligated to reimburse the Surety Companies for the mitigation cost of completing the projects. The surety Companies have already filed a claim for over $21,956,227.00 and expect this to go much higher. The claim will be paid a general unsecured claim. Class 6 consists of Non-Priority General Unsecured Claims. These non-priority general unsecured creditors will be paid $6,000.00 per month to be distributed on a pro rata basis for 120 months, with the first monthly payment being due and payable on the 15th day of the first full month after 60 days after the date of confirmation of the plan. The remaining balance due these creditors at the end of the 60 months will be discharged. This Class is impaired. The allowed unsecured claims total $23,857,857.87. Upon the Effective Date of the Plan, the Reorganized Debtors will be free to conduct their business, manage their affairs, and enter into transactions without restriction or limitation imposed under any provision of the Bankruptcy Code, except to the extent otherwise provided in the Plan. Except for provisions dealing with payments to holders of Claims, the Plan does not contain any limitations with respect to the Debtors' future operation of their business(es). Under the proposed plan, by keeping Vector in operation, the Gaytans and Vector will pay the secured creditors in full, and over ten years will pay $720,000 into the Plan to be distributed pro-rata to the unsecured creditors. The unsecured creditors will receive substantially more under the plan of reorganization than they would receive had the case been liquidated on the Petition date. A full-text copy of the First Amended Disclosure Statement dated June 11, 2024 is available at https://urlcurt.com/u?l=ULkIxp from PacerMonitor.com at no charge. Attorney for Debtor: Margaret McClure, Esq. 909 Fannin, Suite 3810 Houston, TX 77010 Telephone: (713) 659-1333 Facsimile: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Vector Utilities Vector Utilities, LLC, specializes in providing construction services to the telecommunications industry it also provides heavy construction services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60040) on July 16, 2023. In the petition signed by Griselda C. Gaytan, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Margaret M. McClure, Esq., at Law Office of Margaret M. McClure, is the Debtor's legal counsel. VIAVI SOLUTIONS: Moody's Confirms 'Ba2' CFR, Outlook Stable ----------------------------------------------------------- Moody's Ratings confirmed Viavi Solutions Inc.'s ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and Ba2 senior unsecured rating, with a stable outlook. Previously, the ratings were on review for downgrade. This action follows Viavi's announced termination of its bid for Spirent Communications plc (Spirent). This action also concludes the review for downgrade initiated on March 6, 2024 upon Viavi's announced bid for Spirent. The acquisition of Spirent was to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act, and was conditioned on, among other things, holding meetings of Spirent shareholders to approve the scheme on or before May 23, 2024. On May 24, Viavi issued a Form 8K announcing that the deadline had passed without the required meetings of Spirent shareholders and thus Viavi's bid was terminated. The confirmation of the Ba2 CFR with the stable outlook reflects Viavi's robust liquidity and consistent free cash flow (FCF). This provides Viavi financial flexibility as the company navigates near term depressed demand, which is weighing on revenues and profitability. Moody's expect that telecommunications carrier spending will remain weak through the end of the calendar year, with a recovery next year. Despite the soft near term demand, Moody's expect the company will generate healthy FCF and maintain ample liquidity, with cash of over $450 million ($482.6 million as of March 30, 2024). Over the next 12 to 18 months, Moody's expect revenues to increase in the mid single digits percent annually. Given the cost reduction activities in 2024 and the growing revenues, Moody's expect profitability will improve, with the EBITDA margin approaching the upper teens percent (Moody's adjusted) by the end of calendar year 2025. Leverage will likewise improve, with debt to EBITDA (Moody's adjusted) decreasing towards 4x from 5.9x (twelve months ended March 30, 2024, Moody's adjusted) due to the increasing revenues and profitability. Moody's expect FCF to debt to improve toward the mid teens percent (Moody's adjusted) over the period. RATINGS RATIONALE The Ba2 CFR reflects Viavi's consistent FCF, supported by solid profitability, limited capital intensity, and low financial leverage. Viavi has a strong market position in certain niche market segments, such as pigments used in anti-counterfeit features in currency notes and optical filters used for 3D sensing in smartphones. Moreover, Moody's believe that the 3D sensing market provides an important secular growth driver as 3D sensing becomes more widely available across smartphones and other use cases. Revenues and FCF are also supported by a steady base of software and services revenues, representing over 15% of revenues. Still, Viavi's revenue scale is small and the underlying businesses are narrowly focused, which can lead to revenue volatility over time, particularly since Viavi derives a large portion of revenue from cyclical end markets. Revenues have been particularly volatile over the past 18 months. In fiscal year 2023 (FYE July 1, 2023), revenues were down 14% compared to the prior fiscal year. Revenues declined 14.1% for the twelve months ended March 30, 2024 compared to the same period in FY2023. The revenue decline over the last 18 months is due to sharp reductions in purchases by communications service providers (CSPs) and network equipment manufacturers (NEMs), lower demand for anti-counterfeit pigments due to reduced currency issuance, and less demand for 3D sensing products with fewer smartphone units being produced. In addition, the 3D sensing filter and field test instruments segments are exposed to larger adjacent competitors in the broader market, such as Coherent Corp. and AMS AG in 3D sensing modules and Keysight Technologies Inc in electronic test measurement instruments and software. The stable outlook reflects Moody's expectation that revenues will increase in the mid single digit percentage range over the next 12 to 18 month. Growth will be supported by a modest recovery in demand in the Network & Service Enablement (NSE) segment and flat revenues in the Optical Security & Performance Products (OSP) segment. Moody's expect that leverage will decrease toward 4x debt to EBITDA (Moody's adjusted) by the end of calendar year 2025 due to increasing profitability. Profitability will benefit from cost efficiencies derived from the corporate restructuring actions taken in February 2023 and June 2024 and some operating leverage on increased revenues. The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects Viavi's very good liquidity, supported by consistent FCF and a large cash balance, which Moody's expect will be maintained at over $450 million. Moody's expect that Viavi will produce annual FCF (Moody's adjusted) of at least $90 million over the next 12 to 18 months. Given the strong FCF, the $300 million ABL Revolver will likely remain undrawn. The Ba2 rating of the Senior Unsecured Notes due 2029 (Senior Notes) reflects the largely unsecured capital structure, including the Senior Convertible Notes. The ABL revolving credit facility due 2026 (ABL) is effectively senior to the Senior Notes. Though Moody's expect that the ABL will remain undrawn, significant usage under the ABL could pressure the Ba2 rating of the Senior Notes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Viavi's rating could be upgraded if the company: -- increases scale and product diversity -- sustains organic revenue growth above the mid-single digit percent level -- produces FCF to debt (Moody's adjusted) above 25% -- maintains a conservative financial policy Viavi's rating could be downgraded if the company: -- incurs sustained revenue declines -- shows EBITDA margin (Moody's adjusted) decreases toward the mid teens percent level -- adopts more aggressive financial policies such that FCF to debt (Moody's adjusted) remains below 15% -- experiences a deterioration of liquidity, including a large reduction in the cash balance or a material weakening in free cash flow generation Viavi Solutions Inc. makes network test, monitoring, and assurance instruments and software for communications services providers, enterprises, network equipment manufacturers, and the aerospace industry. Viavi also makes pigments used in currency notes to reduce counterfeiting risk and makes optical filters primarily used in 3D sensing modules for smartphones. The principal methodology used in these ratings was Diversified Technology published in February 2022. VIDEO RIVER: Hires Olayinka Oyebola & Co. as New Auditor -------------------------------------------------------- Video River Networks, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 20, 2024, the Board of Directors of the Company approved the disengagement of DylanFloyd Accounting & Consulting as the Company's independent registered public accounting firm. On the same date, the Board approved the engagement of Olayinka Oyebola & Co. as the Company's new independent registered public accounting firm for years starting with current calender year ending December 31, 2024 going forward, and other reviews related to the Company's quarterly reports starting with current quarter of June 30, 2024. The change became effective upon OLAYINKA OYEBOLA & CO.'s completion of its standard client acceptance process and execution of attached engagement letter. About Video River Headquartered in Torrance, California, Video River Networks, Inc. is a technology firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics ("EV-AI-ML-R") assets, businesses and operations in North America. The Company's target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies. Newhall, California-based DylanFloyd Accounting & Consulting, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has an accumulated deficit of $15,898,383 for the year ended December 31, 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern. WESTERN RISE: Hires Kutner Brinen Dickey as Counsel --------------------------------------------------- Western Rise, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen Dickey Riley, P.C., as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) aid the Debtor in the development of a plan of reorganization under Chapter 11; (c) file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; (d) take necessary actions to enjoin and stay until a final decree the continuation of pending proceedings and to enjoin and stay until a final decree the commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Sec. 362; and (e) perform all other legal services for the Debtor that may be necessary. The firm will be paid at theses rates: Jeffrey S. Brinen $515 per hour Jenny Fujii $410 per hour Jonathan M. Dickey $375 per hour Keri L. Riley $375 per hour Paralegal $100 per hour The firm received a retainer in the amount of $20,000 from the Debtor. Jonathan M. Dickey, Esq., an attorney at Kutner Brinen Dickey Riley, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan M. Dickey, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: (303) 832-2400 Email: jmb@kutnerlaw.com About Western Rise, Inc. The Debtor manufactures travel clothing and accessories which often includes features such as quick-drying, odor resistance, and wrinkle resistance. Western Rise, Inc. in Telluride, CO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 24-13394) on June 19, 2024, listing $3,401,871 in assets and $5,266,556 in liabilities. Kelly Watters as president, signed the petition. Judge Joseph G. Rosania Jr. oversees the case. KUTNER BRINEN DICKEY RILEY PC serve as the Debtor's legal counsel. WINDSOR TERRACE: Plan Exclusivity Period Extended to July 20 ------------------------------------------------------------ Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California extended Windsor Terrace Healthcare, LLC and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 20 and October 20, 2024, respectively. As shared by Troubled Company Reporter, the Debtors have continued to work with the Committee to propose a fully consensual plan of reorganization. Indeed, the Debtors have entered into multiple court approved stipulations with the Committee to extend the deadline for the Committee to file a response to the DS Motion. Notably, the Debtors are still in the process of negotiating with litigants regarding the litigants' treatment under the plan of reorganization. The Debtors wish to maintain the flexibility of maintaining exclusivity to file a plan so that a competing plan is not filed which can potentially lead to uncertainty and require the Debtors to track negotiations across multiple plans. Since the Petition Date, the Debtors have properly administered their cases, negotiated cash collateral stipulations with their two secured creditors, and obtained Court approval of all such stipulations. The Debtors have obtained Court approval of various motions, including motions to pay employee priority wage claims, maintain utility services, and maintain cash management systems, and have successfully defeated various motions, including relief from stay motions filed by various pre-petition litigants. Windsor Terrace Healthcare, LLC and its affiliates are represented by: Ron Bender, Esq. Monica Y. Kim, Esq. Juliet Y. Oh, Esq. Robert M. Carrasco, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 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. Calif. 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. WISA TECHNOLOGIES: Says it Has Regained Nasdaq Listing Compliance ----------------------------------------------------------------- WiSA Technologies, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that as a result of certain actions the Company had recently undertaken, the Company believes that, as of June 28, 2024, it satisfies the stockholders' equity requirement of at least $2.5 million pursuant to Nasdaq Listing Rule 5550(b)(1) for continued listing on the Nasdaq Capital Market. As previously disclosed, on April 5, 2024, the Nasdaq Hearing Panel issued a decision granting the request by WiSA for continued listing on the Nasdaq Capital Market, subject to the Company regaining compliance with (a) the minimum bid price requirement pursuant to Listing Rule 5550(a)(2) by April 28, 2024, and (b) the stockholders' equity requirement pursuant to Listing Rule 5550(b)(1) by June 28, 2024. On April 29, 2024, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with the minimum bid price requirement pursuant to Listing Rule 5550(a)(2), as required by the April 2024 Decision, subject to a mandatory panel monitor for a period of one year from the date of the letter. Under the stockholders' equity requirement pursuant to Nasdaq Listing Rule 5550(b)(1), the Company is required to maintain a minimum of $2.5 million in stockholders' equity to remain listed on the Nasdaq Capital Market. The Company said that since the quarter ended March 31, 2024, it undertaken a number of actions which have increased its stockholders' equity, including (i) the reclassification of approximately $4.6 million of the Company's warrant liabilities to additional paid-in capital as a result of amendments to the terms of certain of the Company's outstanding warrants, and (ii) the sale of shares of the Company's common stock and other securities for approximately $9.2 million in net proceeds. About WiSA Technologies WiSA Technologies, Inc. (NASDAQ: WISA) is a provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems. Working with leading CE brands and manufacturers such as Harman International, a division of Samsung; LG; Hisense; TCL; Bang & Olufsen; Platin Audio; and others, the company delivers immersive wireless sound experiences for high-definition content, including movies and video, music, sports, gaming/esports, and more. WiSA Technologies, Inc. is a founding member of WiSA (the Wireless Speaker and Audio Association) whose mission is to define wireless audio interoperability standards as well as work with leading consumer electronics companies, technology providers, retailers, and ecosystem partners to evangelize and market spatial audio technologies driven by WiSA Technologies, Inc. The company is headquartered in Beaverton, OR with sales teams in Taiwan, China, Japan, Korea, and California. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company's recurring losses from operations, a net capital deficiency, available cash and cash used in operations raise substantial doubt about its ability to continue as a going concern. WJH ELM: Seeks Court Nod to Sell Somerville Property for $1.9MM --------------------------------------------------------------- WJH Elm, LLC asked the U.S. Bankruptcy Court for the Eastern District of Massachusetts to approve the sale of its real property located at 19 Elm St., Somerville, Mass. The company is selling the property to Montalto Group, LLC, a Delaware limited liability company, for $1.9 million. The property is being sold "free and clear" of liens, claims, interests, and encumbrances, according to the company's attorney, Barry Levine, Esq. The proceeds from the sale will be applied to usual closing costs, mortgages, liens and encumbrances of record. About WJH Elm WJH Elm, LLC filed Chapter 11 petition (Bankr. D. Mass. Case No. 24-11110) on June 3, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Judge Janet E. Bostwick oversees the case. Barry Levine, Esq., at the Law Office of Barry R. Levine is the Debtor's legal counsel. [] Cohn & Dussi Welcomes Two New Associate Attorneys ---------------------------------------------------- Cohn & Dussi, a full-service law firm with its principal office in Boston, on June 27 announced the addition of two new associate attorneys to their team, based in the Boston office. The firm specializes in Creditor's Rights, Workouts and Bankruptcy, Equipment Leasing & Finance, Corporate & Financial Services, Commercial Litigation and Real Estate Law. Harris Cohn has joined the firm as an Associate. Prior to joining Cohn & Dussi, Attorney Cohn worked as an associate at an insurance defense firm. He received his bachelor's degree from University of Massachusetts Amherst and, in 2023, he graduated cum laude from Suffolk University Law School, where he earned the Jurisprudence Award in Civil Procedure and the Honorable Mention Brief Award for legal writing. Attorney Cohn is admitted to practice law in the Commonwealth of Massachusetts. Michael Marracino has also joined Cohn & Dussi as an Associate. His practice focuses on business litigation, commercial contract disputes, and commercial collections. Before joining the firm, Attorney Marracino practiced international taxation in Boston. He also has experience in asset-based lending. Attorney Marracino received his undergraduate degree in accounting from St. Bonaventure University and earned his J.D. in 2022 from New England School of Law. He is admitted to practice law in the Commonwealth of Massachusetts and holds a CPA license in the State of New York. "We are thrilled to welcome Harris and Michael to our team," said Lewis J. Cohn, Managing Partner at Cohn & Dussi. "Their diverse experiences and skills will be valuable assets to our firm as we continue to provide comprehensive legal solutions to our clients." About Cohn & Dussi Cohn & Dussi -- http://www.cohnanddussi.com-- is a full-service law firm with offices in Boston, Mass., and Providence, RI, that offers clients comprehensive, customized solutions to their clients' complex business challenges. Attorneys in the firm offer extensive experience in collections and workouts, creditors' rights, commercial litigation, leasing, bankruptcy, corporate and finance law, construction law, and real estate transactions. Over the course of more than 25 years, Cohn & Dussi has built long-term relationships with its clients, solving problems using a team approach and leveraging a national network of attorneys in all 50 states. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 78.5 (2.9) (0.9) ABEONA THERAPEUT ABEO US 74.8 (8.9) 54.8 AEMETIS INC AMTX US 242.2 (232.1) (85.0) AGENUS INC AGEN US 256.6 (190.3) (195.7) ALCHEMY INVESTME ALCYU US 122.6 (5.5) (0.5) ALCHEMY INVESTME ALCY US 122.6 (5.5) (0.5) ALNYLAM PHARMACE ALNY US 3,824.4 (219.3) 2,046.9 ALTRIA GROUP INC MO US 36,475.0 (5,064.0) (5,737.0) AMC ENTERTAINMEN AMC US 8,538.7 (2,031.0) (590.0) AMERICAN AIRLINE AAL US 64,384.0 (5,500.0) (10,451.0) AMNEAL PHARM INC AMRX US 3,456.4 (16.6) 545.7 AON PLC-CLASS A AON US 40,767.0 (28.0) 6,786.0 APPIAN CORP-A APPN US 595.4 (9.7) 96.0 AULT DISRUPTIVE ADRT/U US 1.0 (5.0) (2.4) AUTOZONE INC AZO US 17,108.4 (4,838.2) (1,903.1) AVIS BUDGET GROU CAR US 33,528.0 (508.0) (741.0) BATH & BODY WORK BBWI US 5,221.0 (1,676.0) 696.0 BAUSCH HEALTH CO BHC US 26,913.0 (174.0) 991.0 BAUSCH HEALTH CO BHC CN 26,913.0 (174.0) 991.0 BELLRING BRANDS BRBR US 765.0 (247.7) 340.2 BEYOND MEAT INC BYND US 735.0 (561.4) 257.7 BIO ESSENCE CORP BIOE US 0.7 (1.4) (1.4) BIOCRYST PHARM BCRX US 467.9 (476.9) 327.2 BIOHARVEST SCIEN BHSC CN 17.5 (4.3) (7.8) BIOTE CORP-A BTMD US 160.1 (44.9) 90.3 BOEING CO/THE BA US 134,484.0 (17,016.0) 13,274.0 BOMBARDIER INC-A BBD/A CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-A BDRAF US 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BBD/B CN 12,822.0 (2,154.0) 184.0 BOMBARDIER INC-B BDRBF US 12,822.0 (2,154.0) 184.0 BOOKING HOLDINGS BKNG US 27,728.0 (4,052.0) 3,644.0 BRIDGEBIO PHARMA BBIO US 849.3 (1,036.9) 641.9 BRIDGEMARQ REAL BRE CN 181.1 (62.3) (86.2) BRIGHTSPHERE INV BSIG US 544.9 (10.2) - BRINKER INTL EAT US 2,495.7 (46.7) (408.2) CALUMET SPECIALT CLMT US 2,731.6 (284.1) (12.7) CARDINAL HEALTH CAH US 45,880.0 (3,262.0) (572.0) CARTESIAN THERAP RNAC US 325.2 (116.8) 74.5 CARVANA CO CVNA US 6,983.0 (311.0) 1,958.0 CEDAR FAIR LP FUN US 2,264.3 (730.9) (234.1) CENTURION ACQUIS ALFUU US 0.5 (0.0) (0.5) CHENIERE ENERGY CQP US 17,497.0 (822.0) (1,845.0) CHILDREN'S PLACE PLCE US 848.3 (34.9) (63.6) CHURCHILL CAPITA CCIXU US 0.2 (0.0) - CHURCHILL CAPITA CCIX US 0.2 (0.0) - COMMUNITY HEALTH CYH US 14,417.0 (878.0) 1,039.0 COMPOSECURE IN-A CMPO US 213.6 (197.4) 108.4 CONSENSUS CLOUD CCSI US 620.8 (151.8) 24.5 CONTANGO ORE INC CTGO US 66.2 (34.0) (23.7) CONX CORP-A SHRS CNXX US 22.5 (15.7) (5.0) COOPER-STANDARD CPS US 1,844.4 (123.8) 233.5 CORE SCIENTIFIC CORZ US 814.0 (318.5) 5.2 CORNER GROWTH AC COOLU US 3.8 (11.5) (5.0) CORNER GROWTH AC COOL US 3.8 (11.5) (5.0) CPI CARD GROUP I PMTS US 319.8 (48.5) 106.9 CROSSAMERICA PAR CAPL US 1,179.5 (1.8) (36.6) CYTOKINETICS INC CYTK US 808.1 (396.2) 549.8 DELEK LOGISTICS DKL US 1,654.4 (42.5) 48.3 DELL TECHN-C DELL US 80,190.0 (2,723.0) (13,107.0) DENNY'S CORP DENN US 460.4 (55.7) (55.0) DIGITALOCEAN HOL DOCN US 1,485.6 (286.1) 326.9 DINE BRANDS GLOB DIN US 1,695.2 (244.8) (92.8) DOMINO'S PIZZA DPZ US 1,744.7 (4,008.3) 384.9 DOMO INC- CL B DOMO US 204.4 (163.5) (94.0) DROPBOX INC-A DBX US 2,797.7 (277.2) 172.4 ELUTIA INC ELUT US 35.4 (50.3) (14.1) EMBECTA CORP EMBC US 1,199.6 (769.6) 399.6 ETSY INC ETSY US 2,497.7 (583.8) 839.3 EXCO RESOURCES EXCE US 1,032.7 (1,026.5) (421.2) FAIR ISAAC CORP FICO US 1,703.1 (735.7) 326.4 FERRELLGAS PAR-B FGPRB US 1,487.7 (262.7) 148.3 FERRELLGAS-LP FGPR US 1,487.7 (262.7) 148.3 FOGHORN THERAPEU FHTX US 255.0 (97.5) 159.5 FORTINET INC FTNT US 7,662.1 (137.5) 759.3 GCM GROSVENOR-A GCMG US 497.3 (100.9) 84.5 GCT SEMICONDUCTO GCTS US 35.8 (62.4) (39.8) GLOBAL PARTNER A GPACU US 20.3 (1.2) (9.9) GLOBAL PARTNER-A GPAC US 20.3 (1.2) (9.9) GOAL ACQUISITION PUCKU US 4.0 (10.4) (12.7) GP-ACT III ACQUI GPATU US 1.3 (0.2) (1.2) GRAF GLOBAL CORP GRAF/U US 0.1 (0.2) (0.2) GRINDR INC GRND US 437.7 (22.0) 5.4 H&R BLOCK INC HRB US 3,213.3 (129.8) 21.8 HAWAIIAN HOLDING HA US 3,790.9 (40.2) (141.3) HERBALIFE LTD HLF US 2,647.0 (1,036.6) 281.5 HERON THERAPEUTI HRTX US 217.9 (33.8) 110.5 HILTON WORLDWIDE HLT US 15,932.0 (2,817.0) (591.0) HP INC HPQ US 37,433.0 (916.0) (6,246.0) ILEARNINGENGINES AILE US 111.8 (47.1) 39.8 IMMUNITYBIO INC IBRX US 400.7 (691.0) 142.0 INHIBRX BI INBX US 28.2 (10.8) (24.2) INSEEGO CORP INSG US 122.1 (105.6) 3.6 INSMED INC INSM US 1,159.1 (464.8) 337.9 INSPIRED ENTERTA INSE US 331.1 (81.2) 50.0 INTUITIVE MACHIN LUNR US 170.8 (43.9) 10.9 IRONWOOD PHARMAC IRWD US 438.8 (330.5) (44.3) JACK IN THE BOX JACK US 2,899.0 (702.6) (245.4) LAMAR ADVERTIS-A LAMR US 6,525.1 (616.5) (340.7) LEGATO MERGER CO LEGT/U US 204.3 (4.5) 2.4 LEGATO MERGER CO LEGT US 204.3 (4.5) 2.4 LESLIE'S INC LESL US 1,095.2 (231.0) 191.5 LINDBLAD EXPEDIT LIND US 868.0 (116.5) (71.0) LIONS GATE ENT-B LGF/B US 7,092.7 (187.2) (2,528.6) LIONS GATE-A LGF/A US 7,092.7 (187.2) (2,528.6) LOWE'S COS INC LOW US 45,365.0 (14,606.0) 3,244.0 MADISON SQUARE G MSGS US 1,388.5 (294.0) (275.9) MADISON SQUARE G MSGE US 1,458.6 (94.6) (295.0) MANNKIND CORP MNKD US 480.9 (230.0) 283.2 MARBLEGATE ACQ-A GATE US 7.1 (15.4) (0.3) MARBLEGATE ACQUI GATEU US 7.1 (15.4) (0.3) MARRIOTT INTL-A MAR US 25,756.0 (1,616.0) (4,720.0) MARTIN MIDSTREAM MMLP US 512.1 (61.5) 23.0 MATCH GROUP INC MTCH US 4,403.5 (107.7) 731.0 MBIA INC MBI US 2,488.0 (1,723.0) - MCDONALDS CORP MCD US 53,513.0 (4,833.0) (829.0) MCKESSON CORP MCK US 67,443.0 (1,599.0) (4,387.0) MEDIAALPHA INC-A MAX US 153.0 (89.4) (0.7) METTLER-TOLEDO MTD US 3,283.1 (158.7) 79.2 MSCI INC MSCI US 5,478.6 (650.5) (4.0) NATHANS FAMOUS NATH US 48.9 (32.9) 23.2 NEW ENG RLTY-LP NEN US 381.2 (69.0) - NOVAGOLD RES NG CN 121.6 (27.5) 110.1 NOVAGOLD RES NG US 121.6 (27.5) 110.1 NOVAVAX INC NVAX US 1,353.5 (867.1) (77.3) NUTANIX INC - A NTNX US 2,774.9 (619.5) 955.7 O'REILLY AUTOMOT ORLY US 14,213.1 (1,391.2) (2,288.7) OMEROS CORP OMER US 437.5 (71.3) 221.9 OTIS WORLDWI OTIS US 9,791.0 (4,816.0) (180.0) OUTLOOK THERAPEU OTLK US 59.0 (134.2) 3.7 PAPA JOHN'S INTL PZZA US 847.2 (445.5) (56.7) PELOTON INTERA-A PTON US 2,408.5 (590.4) 675.5 PHATHOM PHARMACE PHAT US 356.5 (148.5) 296.9 PHILIP MORRIS IN PM US 65,315.0 (8,563.0) (1,294.0) PITNEY BOWES INC PBI US 4,103.0 (392.4) (43.3) PLANET FITNESS-A PLNT US 2,992.8 (99.2) 274.3 PROS HOLDINGS IN PRO US 407.9 (84.0) 34.0 PTC THERAPEUTICS PTCT US 1,789.6 (893.9) 594.2 RAPID7 INC RPD US 1,488.5 (86.4) 101.8 RDE INC RSTN US 1.8 (3.2) (4.0) RE/MAX HOLDINGS RMAX US 566.7 (77.9) 30.9 REALREAL INC/THE REAL US 431.6 (327.1) 31.6 RED ROBIN GOURME RRGB US 717.1 (29.1) (104.4) REDFIN CORP RDFN US 1,071.1 (5.8) 93.8 RH RH US 4,186.5 (289.9) 179.5 RIGEL PHARMACEUT RIGL US 126.5 (31.7) 19.3 RIMINI STREET IN RMNI US 351.2 (36.3) (44.5) RINGCENTRAL IN-A RNG US 1,873.1 (322.9) 67.0 RMG ACQUISITION RMGUF US 7.0 (11.0) (7.5) RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5) RUBRIK INC-A RBRK US 1,166.4 (514.6) 114.9 SBA COMM CORP SBAC US 9,995.3 (5,186.2) (1,965.7) SCOTTS MIRACLE SMG US 3,924.2 (250.9) 874.8 SEAGATE TECHNOLO STX US 7,096.0 (1,889.0) (447.0) SEMTECH CORP SMTC US 1,376.5 (313.1) 314.4 SIX FLAGS ENTERT SIX US 2,737.9 (457.4) (449.9) SLEEP NUMBER COR SNBR US 908.5 (445.9) (725.1) SOLARMAX TECHNOL SMXT US 54.7 (0.6) (9.1) SPIRIT AEROSYS-A SPR US 6,764.5 (1,113.8) 1,240.5 SQUARESPACE IN-A SQSP US 965.5 (266.3) (183.6) STARBUCKS CORP SBUX US 29,363.2 (8,442.2) (1,063.9) SYMBOTIC INC SYM US 1,588.0 413.6 392.9 SYNDAX PHARMACEU SNDX US 543.0 (482.9) 403.1 TEMPUS AI INC TEM US 469.3 (339.6) 57.0 TORRID HOLDINGS CURV US 479.7 (198.6) (40.0) TPI COMPOSITES I TPIC US 745.9 (184.1) 70.6 TRANSDIGM GROUP TDG US 21,577.0 (3,022.0) 6,047.0 TRAVEL + LEISURE TNL US 7,023.0 (925.0) 975.0 TRISALUS LIFE SC TLSI US 17.9 (34.9) (1.2) TRIUMPH GROUP TGI US 1,686.3 (104.4) 583.1 TRULEUM INC TRLM US 2.0 (3.0) (3.6) TUCOWS INC-A TC CN 780.3 (15.9) 5.7 TUCOWS INC-A TCX US 780.3 (15.9) 5.7 UNISYS CORP UIS US 1,890.5 (144.8) 330.1 UNITED HOMES GRO UHG US 287.2 (4.7) 179.5 UNITED PARKS & R PRKS US 2,669.2 (243.1) (113.0) UROGEN PHARMA LT URGN US 200.6 (40.1) 170.4 VECTOR GROUP LTD VGR US 1,017.3 (739.1) 376.8 VERISIGN INC VRSN US 1,727.8 (1,635.7) (225.6) WAYFAIR INC- A W US 3,240.0 (2,825.0) (437.0) WINGSTOP INC WING US 412.3 (434.4) 92.0 WINMARK CORP WINA US 38.3 (52.6) 11.9 WORKIVA INC WK US 1,201.9 (83.2) 530.1 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,470.7 (946.4) 1,137.8 XPONENTIAL FIT-A XPOF US 508.4 (91.5) (4.6) YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,224.0 (7,756.0) 586.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***