/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240723.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 23, 2024, Vol. 28, No. 204 Headlines 1416 EASTERN: Hires William C. Johnson Jr. as Special Counsel 33 HOLDINGS: Hires Stokes Law PLLC as Attorney AB INTERNATIONAL: Posts $133,034 Net Income in Fiscal Q3 ADVANTAGE SOLUTIONS: Moody's Assigns 'B2' CFR, Outlook Stable AFTON OAKS: Hires Smeberg Law Firm PLLC as Attorney AFTON OAKS: Hires Stouffer & Associates as Appraiser ALLEN MEDIA: Lenders Hire Lawyers, Starts Cooperation Deal ALLIED CORP: Delays Filing of May 31 Quarterly Report ANUVU HOLDINGS 2: Moody's Withdraws 'Caa3' Corporate Family Rating ANUVU HOLDINGS: Moody's Cuts CFR to Caa3 & Alters Outlook to Stable APPLIED DNA: Falls Short of Nasdaq's Minimum Bid Price Requirement ARENA GROUP: Dismisses Marcum LLP, Appoints KPMG as New Auditor ARENA GROUP: Extends Business Combination Deadline to Nov. 5 ARENA GROUP: Extends Note Interest Payments to December 31 ARGENTARIA REAL ESTATE: Seeks Chapter 11 Bankruptcy Protection ARTIFICIAL INTELLIGENCE: Incurs $4.19M Net Loss in First Quarter ARTIFICIAL INTELLIGENCE: RAD Joins ZeroNow in Making Schools Safer ARTISTIC AQUARIUMS: Claims to be Paid From Disposable Income ASENSUS SURGICAL: Beryl Capital Entities Disclose Equity Stakes BARTLEY INVESTMENTS: Hires Florida Appellate as Special Counsel BASIC FUN: U.S. Trustee Unable to Appoint Committee BETTER CHOICE: NYSE Accepts Plan to Regain Listing Compliance BION ENVIRONMENTAL: Robert Weerts Holds 400,000 Common Shares BLUE TREE: Moody's Withdraws 'Ba3' Corporate Family Rating BLUM HOLDINGS: Unit Wins Another Legal Fight vs People's California BOB'S STORES: Launches Going-Out-of-Business Sale in Chapter 11 BOISSON INC: Claims to Be Paid from Available Cash & Equity Capital BOSTON WINDOW: Hires Verdolino & Lowey P.C. as Financial Advisor BOSTON WINDOW: Seeks to Hire Murphy & King as Counsel BREWER'S AUTO: Beverly Brister Named Subchapter V Trustee BYLEGACY TEAM: Seeks to Hire O. Allan Fridman as Counsel CALAMP CORP: Court Confirms Plan of Reorganization CARLOS JACKSON: Loses Bid to Halt Bankruptcy Case Dismissal CHEN FOUNDATION: Lenders' Motion to Determine SARE Status Denied CNBX PHARMACEUTICALS: Incurs $131K Net Loss in Third Quarter COACH USA: Receives $8 Million Stalking-Horse Bid for Its Assets COOPER EQUIPMENT: DBRS Gives BB LongTerm Issuer Rating COTTONWOOD COFFEE: Starts Subchapter V Bankruptcy CREDIT LENDING: Hires James D. Roberts as Special Counsel CURO GROUP: Reduces Debt by $1-Bil., Exits Chapter 11 Bankruptcy DAYBREAK OIL: Requires More Time to File Form 10-Q Ended May 31 DD MIND BODY: Hires Schafer and Weiner PLLC as Counsel DIOCESE OF CAMDEN: Gets Speedy Sex Abuse Bankruptcy Plan Review DNT PROPERTY: Hires Three Rivers Commercial as Real Estate Broker DON'S BAREFOOT: Hires Commercial Advisors as Real Estate Broker DTH 215 VENTURE: Seeks to Hire Harris Law Practice LLC as Attorney EAGLEVIEW TECHNOLOGY: Moody's Lowers CFR to Caa2, Outlook Negative EBIX INC: Seeks to Extend Plan Exclusivity to October 15 EDGEWATER GENERATION: Moody's Rates New Secured Credit Loans 'Ba3' EMERGENT BIOSOLUTIONS: Grants Equity Award to General Counsel ENVERIC BIOSCIENCES: Inks $61MM Licensing Agreement With Aries EUGENIO MARIA: Moody's Rates New Series 2024A Revenue Bonds 'Ba1' FAUXGENET HOLDINGS: Seeks to Hire Tom Bible Law as Attorney FAXON ENTERPRISES: Schedules July 29 Auction for Assets FORZA PIPELINE: Hires Superior Energy Auctioneers as Auctioneer FOUR WIND: Unsecureds Will Get 2% of Claims over 5 Years GINGER FITNESS: Hires Buddy D. Ford P.A. as Attorney GIRARDI & KEESE: Prosecutors Urge Court to Toss Evidence HARBOR CUSTOM: Gets OK to Sell Real Properties to Winning Bidders HOLOGIC INC: Moody's Affirms 'Ba1' CFR, Outlook Stable HORNBLOWER GROUP: Emerges from Chapter 11 Bankruptcy ICON AIRCRAFT: Equity Owner Asks Court to Toss Ex-CEO Claims IMPERIAL PACIFIC INTL: Creditors Oppose Total Liquidation IN PHAZE ELECTRIC INC: Starts Subchapter V Bankruptcy Process INSPIRED GIFTS: Seeks to Hire Hammond Law Firm as Counsel ISUN INC: Gets Court Approval to Auction the Company in Bankruptcy JONES COMMODITIES: Hires Olsen Taggart PLLC as Counsel JUS DOORS: Daniel Bruton Named Subchapter V Trustee JW'S AT THE MALLARD: Hires Natural State Law PLLC as Counsel K9 CONSULTANTS: Hires Blanchard Law P.A. as Attorney KIDWELL GROUP: Hires Hale Hale & Jacobson as Special Counsel KRONOS WORLDWIDE: LPC Transaction No Impact on Moody's 'B1' CFR LANDMARK COMMERCIAL: Claims to be Paid from Exit Financing LAVIE CARE: Hires Troutman Pepper Hamilton Sanders LLP as Counsel LEXARIA BIOSCIENCE: CFO Cabatuan Resigns, Shifts to Strategic Role LEXARIA BIOSCIENCE: Incurs $1.78 Million Net Loss in Third Quarter LILIUM N.V.: Falls Short of Nasdaq's Minimum Bid Price Requirement LODGING ENTERPRISES: U.S. Trustee Appoints Creditors' Committee LOUISIANA LOCAL: Moody's Cuts Rating on 2019A Revenue Bonds to B2 LSF12 BADGER: Moody's Cuts CFR & First Lien Loans to 'B3' LUCKY NUMBER SEVEN: Hits Chapter 11 Bankruptcy in California LUXURY FLUSH: Hires Koegle Law Group APC as Special Counsel MASSAGE TOOLS: Seeks to Hire Husch Blackwell LLP as Counsel MERCON COFFEE GROUP: Defends Chapter 11 Employee Releases MILWAUKEE INSTRUMENTS: Bankruptcy Official Unable to Form Committee MMA LAW: Committee Hires Kane Russell Coleman Logan as Counsel MONTANA TUNNELS: Court Rejects Conversion Bid, Dismisses Case MOUNTAIN SPORTS: Hearing on Sale of Inventory Set for July 23 MP PPH: Amends Unsecureds & C.P.P.A./Housing Claims Pay MYOMO INC: Secures $4MM Credit Facility With Silicon Valley Bank NABORS INDUSTRIES: Registers 215K More Shares Under 2016 Stock Plan NORTHRIVER MECHANICAL: Hires Marshall A. Entelisano as Attorney NOVO INTEGRATED: Delays Filing of Q3 2024 Quarterly Report OCCIDENTAL PETROLEUM: S&P Assigns 'BB+' Rating on New $5BB Notes ONYX SITE: U.S. Trustee Unable to Appoint Committee ORGENESIS INC: Signs Deal to Buy Theracell's Assets for $13 Million OYO FITNESS: Hires Ben Tensing as Chief Operations Officer OYO FITNESS: Hires VIA Trading Corporation as Liquidator OYO FITNESS: U.S. Trustee Unable to Appoint Committee PETSMART LLC: Moody's Affirms 'B1' CFR & Alters Outlook to Negative PRESSURE BIOSCIENCES: Shifts to OTC Expert Market Due to 10-Q Delay PROCOM SERVICES: Unsecured Creditors to Split $3,100 over 3 Years PROFESSIONAL DIVERSITY: Xin He Buys 1MM Shares, Holds 10.04% Stake PURDUE PHARMA: Creditors Wants to Sue Sacklers After S.C. Ruli R.R. DONNELLEY: Moody's Confirms B3 CFR & Rates New Term Loan B2 REDLINE INC: Hires Demarco Mitchell PLLC as Counsel RENALYTIX PLC: Repays $1.06 Million Convertible Bond RF CAPITAL: DBRS Confirms Pfd-4(high) Cumulative Shares Rating RISKON INTERNATIONAL: Partners With MeetKai for AI Platform RISKON INTERNATIONAL: Posts $34.49M Net Loss in FY Ended March 31 RITE AID CORP: Closes Additional Stores in Mahoning Valley RITE AID: Asks Court to Put Elixir Buyer in Contempt ROBERT B. PRITT: Unsecureds Will Get 100 Cents on Dollar in Plan ROBERTSHAW US HOLDING: Invesco Asks for $100Mil. More in Debt Row ROMANCE WRITERS: Gets Court Okay to Proceed w/ Chapter 11 Plan RQMJXL LLC: Drew McManigle Named Subchapter V Trustee SANUWAVE HEALTH: Extends Forbearance to Dec. 31, Updates Note Terms SERIOUS DOGS: Hires CBH Attorneys & Counselors PLC as Counsel SHAPEWAYS INC: Seeks Chapter 7 Bankruptcy, Shuts Down Operations SIU-FUNG CERAMICS: Chapter 15 Case Summary SM ENERGY: Moody's Rates New Unsecured Notes Due 2029 & 2032 'B1' SOS HYDRATION: Unsecured Creditors to Get Nothing in Plan STAFFING 360: Incurs $2.56 Million Net Loss in First Quarter STAR HOLDING: Moody's Rates New $350MM Senior Secured Notes 'B2' STENSON LANDSCAPE: Amends Several Secured Claims Pay Details STERLING CREDIT: U.S. Trustee Appoints Creditors' Committee SUMMIT MIDSTREAM: Moody's Hikes CFR to B2, Outlook Remains Stable T-REX SPORTS: Richard Furtek Named Subchapter V Trustee TAKEOFF TECHNOLOGIES: Committee Hires Ashby & Geddes as Counsel TAKEOFF TECHNOLOGIES: Committee Hires Dundon as Financial Advisor TAKEOFF TECHNOLOGIES: Committee Hires Kilpatrick as Co-Counsel TAKEOFF TECHNOLOGIES: Gets Court Okay on $600,000 DIP Extension TEAM SERVICES: Moody's Rates New Secured First Lien Bank Loans 'B2' TPT GLOBAL: $3M Standby Equity Commitment Agreement Now Effective TURF APPEAL: Hires Montgomery & Montgomery CPA as Accountant UPHEALTH HOLDINGS: Urges Court to Enforce Glocal Arbitral Award UPHEALTH INC: Initiates CEO Transition and Organizational Changes VARALUZ LLC: Hires Garman Turner Gordon LLP as Attorney VERSCEND HOLDING: S&P Withdraws 'B' Issuer Credit Rating VIDEO DISPLAY: Needs More Time to Complete May 31 Quarterly Report VISTAGEN THERAPEUTICS: Hires KPMG LLP to Replace Withum as Auditor VOYAGER DIGITAL: Court Okays Voyager Investors $6.5 Million Deal WAGFLO LLC: Hires Steven E. Wallace P.L. as Bankruptcy Counsel WALGREENS BOOTS: S&P Downgrades ICR to 'BB', Outlook Negative WCCM GROUP: Michael Carmel Named Subchapter V Trustee WEWORK INC: Kirkland Bills Over $48 Mil. Attorney Fees in Ch. Case WOLF RIGS: Unsecureds Will Get 51% of Claims over 60 Months WORLD WINE: Unsecureds Will Get 0 Cents on Dollar in Plan XL REI: Seeks Approval to Hire Herrin Law PLLC as Counsel ZOOZ POWER: Shareholders OK Avi Cohen's Appointment as Interim CEO [*] 6 Spine, Orthopedic Bankruptcies Since 2010 [*] Colorado Bankruptcy Filings Increased 26% in June 2024 [^] Large Companies with Insolvent Balance Sheet ********* 1416 EASTERN: Hires William C. Johnson Jr. as Special Counsel ------------------------------------------------------------- 1416 Eastern Ave NE LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ William C. Johnson, Jr. as special counsel. The firm will provide these services: a. general advice and counsel concerning compliance with the requirements of Chapter 11; b. preparation of any necessary amendments to the debtor's schedules, statement of financial affairs, and related documents as appropriate; c. representation of the Debtor in possession in all contested matters; d. representation as appropriate in any related matters in other Courts; e. advice and counsel concerning the structure of a plan and any required amendments thereto; f. advice concerning the feasibility of confirmation of a plan and representation in connection with the confirmation process; g. liaison, consultation, and where appropriate, negotiation with creditors and other parties in interest; h. review of relevant financial information; i. review of claims with a view to determining which claims are allowable and in what amounts; j. prosecution of claims objections, as appropriate; k. representation at the section 341 meeting of creditors and at any hearings or status conferences in court; and l. such representations as may be necessary and appropriate to the case. The firm will be paid at $450 per hour. The firm will be paid a retainer in the amount of $ $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William C. Johnson, 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: William C. Johnson, Jr., Esq. 6305 Ivy Lane Suite 630 Greenbelt, MD 20770 Tel: (301) 477-3450 (202) 525-2958 Fax: (301) 477-4813 Email: William@JohnsonLG.Law About 1416 Eastern Ave NE 1416 Eastern Ave NE, LLC filed Chapter 11 bankruptcy petition (Bankr. D.C. Case No. 24-00180) on May 29, 2024, with as much as $1 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the case. The Debtor is represented by Maurice Verstandig, Esq., at The Belmont Firm. 33 HOLDINGS: Hires Stokes Law PLLC as Attorney ---------------------------------------------- 33 Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Stokes Law PLLC as attorney. The firm's services include: a. providing advice with respect to the powers and duties of the Debtor and the Debtor in Possession; b. taking all necessary action to protect and preserve the estate of the Debtor; c. assisting in preparing on behalf of the Debtor all necessary schedules and statements, motions, applications, answers, orders, and other papers; d. representing the Debtor in connection with all appearances; e. assisting in presenting the Debtor's proposed plan of reorganization and all related transactions and related revisions; f. representing the Debtor in connection with the hearing on confirmation and all related matters; and g. providing all other legal services for Debtor which may be necessary. The firm will be paid at these rates: Ted F. Stokes $350 per hour Paralegals $75 to $125 per hour The firm received a retainer of $11,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ted F. Stokes, Esq., a partner at Stokes Law 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: Ted F. Stokes, Esq. Stokes Law PLLC 2072 North Main Suite 102 North Logan, UT 84341 Tel: (435) 213-4771 Fax: (888) 443-1529 Email: ted@stokeslawpllc.com About 33 Holdings, LLC 33 Holdings, LLC in South Jordan, UT, filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 24-23273) on July 3, 2024, listing $3,150,000 in assets and $2,993,440 in liabilities. Blake Hansen as manager, signed the petition. Judge Peggy Hunt oversees the case. STOKES LAW PLLC serve as the Debtor's legal counsel. AB INTERNATIONAL: Posts $133,034 Net Income in Fiscal Q3 -------------------------------------------------------- AB International Group Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income in the amount of $133,034 for the three months ended May 31, 2024, as compared to a net loss of $643,827 for the three months ended May 31, 2023. The Company incurred a net loss in the amount of $318,285 for the nine months ended May 31, 2024, as compared to a net loss of $2.9 million for the nine months ended May 31, 2023. As of May 31, 2024, the Company had $420,148 in current assets consisting of cash and accounts receivable. Its total current liabilities as of May 31, 2024 were $688,600. As a result, the Company has a working capital deficit of $268,452 as of May 31, 2024 as compared with $1,005,847 as of August 31, 2023." Operating activities generated $124,938 in cash for the nine months ended May 31, 2024, as compared with $467,009 used in cash for the nine months ended May 31, 2023." The Company's positive operating cash flow for the nine months ended May 31, 2024 was mainly the result of net loss combined with cash used in the purchase of movie and TV series broadcast right and copyright and the increase in accounts receivable, offset by the amortization of intangible assets, and the increase in deferred revenue and accounts payable and accrued liabilities. The Company's negative operating cash flow for the nine months ended May 31, 2023 was mainly the result of its net loss combined with operating changes in receivables, offset by the amortization of intangible assets, purchase deposit refund and consulting fee paid in stock. Investing activities was $Nil for the nine months ended May 31, 2024 and 2023, respectively. Financing activities used $76,606 for the nine months ended May 31, 2024, as compared with $517,631 provided by financing activities for the nine months ended May 31, 2023. The Company's negative financing cash flow for the nine months ended May 31, 2024, was due to the settlement of loans due to a related party. Its positive financing cash flow for the nine months ended May 31, 2023, was mainly the result of proceeds from issuance of its common shares, preferred shares, and the loans from related parties. As of May 31, 2024, the Company had an accumulated deficit of approximately $12.7 million and a working capital deficit of approximately $0.3 million. The future operations of the Company depend on its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain the continued financial support from its stockholders or external financing. Management believes the existing stockholders will continue to provide the additional cash to meet the Company's obligations as they become due. The Company also intends to fund operations through cash flow generated from the operations, including the expected ticket sales from Mt. Kisco movie theatre, equity financing, debt borrowings, and additional equity financing from outside investors, to ensure sufficient working capital. However, no assurance can be given that additional financing, if required, would be available on favorable terms or at all. If the Company is not able to secure additional funding, the implementation of the Company's business plan will be impaired. These factors, among others, continue to raise the substantial doubt regarding the Company's ability to continue as a going concern. As of May 31, 2024, the Company had $1.8 million in total assets, $1.1 million in total liabilities, and $643,656 om total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2zpdf7md About AB International Headquartered in Mt. Kisco, N.Y., AB International Group Corp. is an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property, including the acquisition and distribution of movies. AB International cautioned in its Quarterly Report for the period ended February 29, 2024 that substantial doubt exists regarding the Company's ability to continue as a going concern. According to the Company, as of Feb. 29, 2024, the Company had an accumulated deficit of approximately $12.8 million and a working capital deficit of approximately $0.7 million. For the six months ended February 29, 2024, the Company incurred a net loss and the net cash used in operating activities was approximately $40,000. ADVANTAGE SOLUTIONS: Moody's Assigns 'B2' CFR, Outlook Stable ------------------------------------------------------------- Moody's Ratings affirmed Advantage Sales & Marketing Inc.'s senior secured debt consisting of a term loan and notes at B2. Moody's also assigned a B2 corporate family rating and a B2-PD probability of default rating to Advantage Solutions Inc. ("Advantage") and withdrew Advantage Sales & Marketing Inc.'s B2 CFR and B2-PD PDR. Advantage Sales & Marketing Inc. is an indirect subsidiary of Advantage Solutions Inc. The speculative grade liquidity ("SGL") rating is SGL-1. The outlook is stable. Advantage is a provider of outsourced business solutions to consumer product manufacturers and retailers. The ratings affirmation reflects Moody's expectation that Advantage's debt to EBITDA will decline to below 6x by early 2025 from debt repayment using proceeds from asset sales and internally generated free cash flow. Profitability declined during the twelve months ended March 31, 2024. Moody's expect improvement quarter to quarter through the remainder of 2024 as a result of near-term increased activity, pricing actions, and cost efficiencies, while further recovery in 2025 is expected as costs associated with asset sales and transformation ease, with EBITDA margins improving to 8% to 9%. Moody's expect credit metrics will remain pressured due to the impact of selling off non-core assets, an increase in capital expenditures to enable its technology transformation over the next two to three years, elevated reorganization spending in 2024 and the company's decision to exit two client relationships in Q1. There is execution risk and uncertainty in the timing and impact of these factors that could lead to volatility in revenue, earnings and cash flow in the near term. However, Moody's would expect the situation to improve over the medium-term as these one-time items are lapped. Advantage's very good liquidity profile is a key support of the rating. Moody's expect free cash flow to decline but remain positive at around $60 million over the next 12 months. Additional liquidity support comes from the undrawn and fully-available $500 million revolving credit facility expiring in 2027, nearly $113 million of cash on hand at March 31, 2024, and expected proceeds from announced divestitures. Unless otherwise noted, all financial metrics cited reflect Moody's standard adjustments. RATINGS RATIONALE Advantage's B2 CFR is constrained by elevated financial leverage, with debt to EBITDA of 6.6x for the twelve months ended March 31, 2024, pro forma for divestitures completed through Q1, but excluding the Jun Group sale and three other divestitures following the close of the quarter. Moody's estimate that Advantage could repay another $150 million to $200 million of debt in 2024 using free cash flow and proceeds from asset sales to drive debt to EBITDA to a low-5x range by the end of 2025. Absent voluntary debt repayment, Moody's expect debt to EBITDA to be 6x at the end of 2025. Profitability as measured by EBITDA margin should improve to 8% to 9% by 2025 as costs associated with reorganization activities and asset sales ease. The company has a public financial net leverage target of less than 3.5x over the long-term and reports 4.2x for the twelve months ended March 31, 2024, supporting Moody's anticipation for leverage declines. Moody's expect the company will maintain a balanced approach as it pertains to debt repayment using proceeds from divestitures and internally generated free cash flow to reach its leverage target. As of March 31, 2024, the company has repurchased $136 million of notional term loan debt and $83 million of notes since 2023. The rating is supported by Advantage's market-leading position as the largest sales and marketing agency in the US and its history of high customer retention rates above 95%. The company benefits from its solid competitive market position as the largest sales and marketing agency ("SMA") in the US, its base of large national accounts and broad service offerings and high customer retention rates. Moody's expect gross revenue of $3.6 billion in 2024. The merger between Acosta Group and Crossmark, the second and third largest competitors in the SMA industry, could lead to increased competition in the space; however customer conflicts between the two merged companies could potentially provide a rationale for customers to switch to Advantage in the near-term. The B2 ratings on Advantage's first lien term loan due 2027 and senior secured notes due 2028 are the same as the company's B2 CFR. The first lien term loan and senior notes rank junior to the company's $500 million ABL revolver, and have a first priority lien on essentially all assets of the company, except for the ABL priority collateral (includes cash and receivables) to which they have a second lien. The ratings also reflect the company's junior claims, primarily trade payables and leases, relative to the senior secured debt. Advantage's SGL-1 rating reflects the company's very good liquidity based on Moody's expectation for roughly $60 million, or 3% to 4% of free cash flow to debt, over the next 12 to 15 months and access to an unrated $500 million ABL revolving credit facility due 2027 that was undrawn and fully-available as of March 31, 2024. Cash and cash equivalents of $113 million as of March 31, 2024 includes $47.7 million held outside of the US. Moody's expect that the company has sufficient domestic cash and cash flow to fund the near-term operational needs of the business, capital expenditures, and term loan amortization payments. The company's term loan is subject to a mandatory debt amortization payment of 1% or $13.25 million annually. The term loan has no financial maintenance covenants. The ABL is subject to a 1.0x minimum fixed charge coverage ratio when availability falls below either 10% of the maximum borrowing amount or $25 million. Alternate sources of liquidity are limited as all domestic assets are pledged to the bank facilities. The stable outlook reflects Moody's expectation that debt to EBITDA will improve below 6x and free cash flow to debt of around 3% to 4% over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded should Advantage generate sustained growth in revenue and profitability rates, debt to EBITDA below 5x, EBITA to interest expense maintained above 2x, very good liquidity and adherence to a balanced financial policy. The ratings could be downgraded if Advantage's revenue or earnings decline, debt to EBITDA is sustained above 6.5x, EBITA to interest expense is below 1.5x, free cash flow to debt below 1%, or liquidity deteriorates. An aggressive financial policy including share buybacks, dividends or acquisitions that weaken credit metrics and/or liquidity would also pressure ratings. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Advantage Solutions Inc. (NASDAQ:ADV), headquartered in St. Louis, Missouri, is a business solutions provider to consumer product manufacturers and retailers. It provides outsourced sales, marketing and merchandising services, primarily in the US and Canada, and also in select markets abroad. Advantage has large ownership concentration from institutional investors. Moody's expect the company will generate around $3.5 billion of revenue in 2024, pro forma for announced divestitures. AFTON OAKS: Hires Smeberg Law Firm PLLC as Attorney --------------------------------------------------- Afton Oaks Residences, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Smeberg Law Firm, PLLC as attorney. The firm will provide these services: a. give the Debtor legal advice with respect to the Case, the Debtor's powers and duties as Debtor-in-Possession and management of the Debtor's property; and b. perform all legal services for the Debtor-in-Possession that may be necessary herein at their regular hourly rates. The firm will be paid at these rates: Ronald J. Smeberg and Attorneys $450 per hour Associate Attorneys $300 per hour Legal Assistants/Paralegals $175 per hour Non partner attorneys $375 per hour Accounting Professionals $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald J. Smeberg, Esq., a partner at Smeberg Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ronald J. Smeberg, Esq. The Smeberg Law Firm, PLLC 4 Imperial Oaks San Antonio, TX 78248 Tel: (210) 695-6684 Fax: (210) 598-7357 Email: ron@smeberg.com About Afton Oaks Residences, LLC Afton Oaks Residences LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Afton Oaks Residences sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-51264) on July 1, 2024. In the petition filed by Jafar Sharif as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Michael M. Parker oversees the case. The Debtor is represented by Ronald Smeberg, Esq. at The Smeberg Law Firm. AFTON OAKS: Hires Stouffer & Associates as Appraiser ---------------------------------------------------- Afton Oaks Residences, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Stouffer & Associates as appraiser. The firm will appraise the following Properties of the Debtor: a. NCB 17229 P-3B, San Antonio, Bexar County Texas. Bexar Property ID: 646770 b. NCB 17229 P-3F, San Antonio, Bexar County Texas. Bexar Property ID: 646771 c. NCB 17231 BLK 1 LOT NE IRR 159.74 FT OF 1, GIS 3.15 AC (AFTON OAKS SUBD UT-1), San Antonio, Bexar County Texas. Bexar Property ID: 646792 d. NCB 17231 BLK 1 LOT NW 78.06 FT OF 1 1.138 AC (NON-ADJ REMAINS), San Antonio, Bexar County Texas. Bexar Property ID: 646793 e. NCB 17231 BLK LOT P-3B 14.57 AC, San Antonio, Bexar County Texas. Bexar Property ID: 646790 The firm will be paid at $450 per hour to provide valuation testimony and $450 per hour for time providing testimony. The firm will be paid a flat fee in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Hanks Hornsby, a partner at Stouffer & Associates, 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: Hank Hornsby Stouffer & Associates, LLP 525 Busby Drive San Antonio, TX 78209 Telephone: (210) 828-3743 Mobile: (210) 912-1576 Email: hank@stoufferappraisals.com About Afton Oaks Residences, LLC Afton Oaks Residences LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Afton Oaks Residences sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-51264) on July 1, 2024. In the petition filed by Jafar Sharif as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Michael M. Parker oversees the case. The Debtor is represented by Ronald Smeberg, Esq. at The Smeberg Law Firm. ALLEN MEDIA: Lenders Hire Lawyers, Starts Cooperation Deal ---------------------------------------------------------- Reshmi Basu of Bloomberg News reports that some first-lien lenders to Allen Media Group have organized with Gibson Dunn & Crutcher for legal advice as part of an effort to maintain a united front as the company's debt falls further into distress, according to people familiar with the situation. Lenders have also signed a cooperation agreement that binds creditors to act together should the company want to pursue talks, said the people, who asked not to identified discussing a private matter. Participation will be open to all first-lien lenders, they said. About Allen Media Group Allen Media Group LLC broadcasts television networks. The Company provides video content to broadcast television stations, cable television networks, mobile devices, multimedia platforms, and the world wide web, as well as produces, distributes, and sells advertising. Allen Media Group serves customers worldwide. ALLIED CORP: Delays Filing of May 31 Quarterly Report ----------------------------------------------------- Allied Corp. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended May 31, 2024, as the the Company experienced delays in completing its financial statements. About Allied Corp Headquartered in Kelowna, BC Canada, Allied Corp. is an international cannabis company with its main production center in Colombia and is one of the few companies that has exported from Colombia internationally and was the first company to export commercial cannabis flower from Colombia. By leveraging the Colombian advantages and its Canadian cannabis cultivation expertise, Allied offers consistent supply of premium cannabis product at scale and attractive prices, while meeting high quality standards, thus significantly de-risking its partners supply chain. The Company focuses on the development of Colombian produced medicinal cannabis for patients with conditions potentially suitable for treatment therewith. As of Feb. 29, 2024, the Company had $2.29 million in total assets, $9.82 million in total liabilities, and a total stockholders' deficit of $7.53 million. The Company incurred a net loss for the six months ended Feb. 29, 2024 of $1,702,499, has generated minimal revenue and as at February 29, 2024 has a working capital deficit of $8,953,089. According to the Company, these factors raise substantial doubt regarding the Company's ability to continue as a going concern. ANUVU HOLDINGS 2: Moody's Withdraws 'Caa3' Corporate Family Rating ------------------------------------------------------------------ Moody's Ratings has withdrawn all credit ratings of Anuvu Holdings 2 LLC, including the Caa3 corporate family rating, D-PD probability of default rating and the Ca rating on the company's senior secured takeback term loan due March 23, 2026. The outlook at the time of withdrawal was stable. RATINGS RATIONALE Moody's has decided to withdraw the rating(s) following a review of the issuer's request to withdraw its rating(s). COMPANY PROFILE With headquarters in Denver, Colorado, Anuvu is a provider of connectivity and content to the global airline industry. ANUVU HOLDINGS: Moody's Cuts CFR to Caa3 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings has downgraded Anuvu Holdings 2 LLC's (Anuvu) corporate family rating to Caa3 from Caa1 and probability of default rating to D-PD from Caa1-PD following a June 18, 2024 debt exchange transaction which Moody's view as a distressed exchange (DE). Under this DE transaction all outstanding amounts under the company's $205 million senior secured priority term loan due March 23, 2025 and all but $9.3 million under the company's $206.9 million senior secured takeback term loan due March 23, 2026 were exchanged into new debt via a negotiated amendment and maturity extension transaction with existing lenders. A DE is considered a default under Moody's definition. As a result of this DE transaction, Moody's withdrew the B2 rating on the $205 million senior secured priority term loan due March 23, 2025 as it is now no longer outstanding. Moody's also downgraded to Ca from Caa2 the rating on Anuvu's remaining $9.3 million senior secured takeback term loan due March 23, 2026. Governance considerations, as reflected in an aggressive financial policy that has tolerated very high debt leverage (Moody's adjusted) with limited visibility into a steady pathway to more prudent financial metrics and that contributed to the recent distressed exchange, were a key driver of the rating action. The outlook was changed to stable from negative. RATINGS RATIONALE Anuvu's Caa3 CFR reflects the execution risks associated with the company's continued business evolution as it confronts both technology shifts and changing competitive dynamics in its end markets. The company's depressed EBITDA levels and elevated debt/EBITDA (Moody's adjusted) of 12.2x for the 12 months ended March 31, 2024 further contribute to Anuvu's weak credit profile, significantly limiting financial flexibility and traditional capital market access opportunities. Anuvu's moderate revenue scale of $462 million for the 12 months ended March 31, 2024 limits its ability to tolerate competitive market dislocations, periods of economic stress, materially adverse external events such as the Covid pandemic or strategic missteps relative to larger companies. The Caa3 CFR is also supported by Moody's expectations that Anuvu's operations will likely continue to improve to a more normalized run rate during 2024, with international air travel demand continuing to improve steadily. In 2024, Moody's expect the company's EBITDA to improve to around $30 million from breakeven in 2023 assuming Moody's growth and cost cutting assumptions remain valid for the current operating environment. With the April 30, 2024 closing of the sale of its Maritime Energy Government (MEG) segment to FMC GlobalSat Inc. (FMC), Anuvu exited an unprofitable business segment that generated $127.8 million of revenue in 2023 under complicated but still reasonably favorable sale terms compared to the likely ongoing costs associated with an internal wind down of the segment. With the advent of low-earth-orbit (LEO) satellite connectivity services from Starlink Services, LLC (Starlink), the competitive value proposition of MEG's business model had changed materially. Without a costly pursuit of greater scale economies, Anuvu likely faced insurmountable operating difficulties reselling the lower margin but higher broadband speeds of Starlink's LEO connectivity services that were increasingly demanded by MEG's maritime customers. While the sale of MEG to FMC effectively accelerates the creation of a more scaled entity that may prove more profitable and competitive, Anuvu will only have an inconsequential earnout potential with FMC going forward. Anuvu's going forward revenue will now be derived from just the company's Inflight Connectivity (IFC) and Media Technology Services (MTS) segments, which together contributed around $326 million in revenue in the fiscal year ending December 31, 2023. IFC derives revenue from provisioning a satellite-based broadband service that provides onboard WiFi to short-haul flights mostly within the US and mainly through Anuvu's largest customer, Southwest Airlines Co. (Southwest, Baa1 stable). The company did begin diversifying IFC's revenue in recent years and now also supplies some connectivity services to a few international clients, including Turkish Airlines. IFC's revenue primarily comes from connectivity service revenue which is currently based on a fixed monthly recurring charge by operating aircraft connected. IFC is benefiting from Southwest Airlines' fleet expansion. However, IFC's profitability remains constrained by its cost of third party satellite connectivity. A revised contract with Southwest beginning in 2025 could enhance profitability. Anuvu's MTS segment provides inflight entertainment (IFE) and content solutions to mostly long-haul international flights. While IFE budgets at many airlines were reduced during Covid and early post-Covid years, steady growth in international passenger traffic is slowly resulting in step-ups in media content spending by airlines. Given Anuvu's strong relationships with both entertainment content providers and airlines, Moody's anticipate continued stable market share and growing profitability. Anuvu's liquidity pro forma for the June 18, 2024 DE transaction remains adequate over the next four quarters, supported by a pro forma cash balance of around $34 million as of March 31, 2024. The company has no revolving credit facility. Liquidity is still largely supported by the company's continuing ability to pay interest on its debt on a payment-in-kind (PIK) basis under the terms of newly issued debt in the recent DE transaction. Moody's forecast the company's capital investments to be approximately $8 million on a reported basis and $13 million on a Moody's adjusted basis in 2024. The stable outlook reflects Moody's view that operating performance in 2024 will likely continue to steadily improve from Covid-era demand troughs. While Anuvu faces difficult business execution risks and cost cutting imperatives in the competitive and rapidly evolving inflight connectivity and media content industries, the slow strengthening of the company's credit profile over the next 12-18 months appears on track despite the current constraints of weak EBITDA levels and a still debt heavy capital structure. The instrument ratings reflect the probability of default of Anuvu, as evidenced by the June 18, 2024 DE transaction reflected in the D-PD probability of default rating, an average expected family recovery rate of 50% at default and the senior secured takeback term loan's junior ranking in the post-distressed exchange transaction's capital structure. The Ca rating on the $9.3 million senior secured takeback term loan due March 23, 2026 reflects its payment priority ranking which is junior to both a new $205 million super priority term loan due September 29, 2027 (unrated) and a new $197.6 million super priority takeback term loan due March 26, 2026 (unrated). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to the ratings is unlikely until visibility into the sustainability of the company's business model evolution and stable end market demand are established. An upgrade would also require the company to improve liquidity and maintain leverage (Moody's adjusted) well below 8x on a sustained basis. Moody's could downgrade Anuvu's ratings should the company's operations not continue improving steadily and in line with current expectations or should free cash flow generation be weaker than anticipated, both on a Moody's adjusted basis. With headquarters in Denver, Colorado, Anuvu is a provider of connectivity and content to the global airline industry. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. APPLIED DNA: Falls Short of Nasdaq's Minimum Bid Price Requirement ------------------------------------------------------------------ Applied DNA Sciences, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 15, 2024, that on July 12, 2024, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of the Company's common stock for the 30 consecutive business days from May 28, 2024 to July 11, 2024, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company's listing on The Nasdaq Capital Market at this time. The Notification Letter states that the Company has 180 calendar days, or until Jan. 8, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance with Nasdaq Listing Rule 5550(a)(2) by Jan. 8, 2025, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the staff of Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Staff's determination to delist its securities, but there can be no assurance the Staff would grant the Company's request for continued listing. As previously reported on its current report on Form 8-K on May 29, 2024, the Company closed on such date a public offering of common stock and series A and B common stock purchase warrants. Pursuant to a provision in each of the Series Warrants, if at any time the Series Warrants are outstanding, the Company receives notice from Nasdaq that the Company is failing to satisfy Nasdaq's minimum bid price requirement, it shall take all necessary steps to undertake a reverse stock split prior to the effectiveness of any delisting notice issued by Nasdaq. The Company intends to implement a reverse stock split of its outstanding securities to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules and to comply with the provisions of the Series Warrants unless the Company otherwise regains compliance with the minimum bid price requirements by Jan. 8, 2025, or if granted a 180 calendar day extension to the compliance period, by July 7, 2025. About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a biotechnology company developing and commercializing technologies to produce and detect deoxyribonucleic acid ("DNA") and ribonucleic acid ("RNA"). Using polymerase chain reaction ("PCR") to enable the production and detection of DNA and RNA, the Company currently operates in three primary business markets: (i) the enzymatic manufacture of synthetic DNA for use in the production of nucleic acid-based therapeutics (including biologics and drugs) and, through our recent acquisition of Spindle, the development and sale of a proprietary RNA polymerase ("RNAP") for use in the production of mRNA therapeutics; (ii) the detection of DNA and RNA in molecular diagnostics and genetic testing services; and (iii) the manufacture and detection of synthetic DNA for industrial supply chain security services. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 7, 2023, 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. The Company has recurring net losses. The Company incurred a net loss of $5,624,064 and generated negative operating cash flow of $6,967,672 for the six-month period ended March 31, 2024. At March 31, 2024, the Company had cash and cash equivalents of $3,149,640. These factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. ARENA GROUP: Dismisses Marcum LLP, Appoints KPMG as New Auditor --------------------------------------------------------------- The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that as of July 11, 2024, the Audit Committee of the Board of Directors of the Company approved the dismissal of Marcum LLP as the Company's independent registered public accounting firm, effective immediately. The reports of Marcum on the Company's consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such audit reports contained in the Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and 2022 contained an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern, and the report of Marcum on the Company's internal control of financial reporting as of December 31, 2022 expressed an adverse opinion because of the existence of material weaknesses. During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through July 11, 2024, the date of Marcum's dismissal, (i) there were no "disagreements" between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Marcum would have caused Marcum to make reference to the subject matter of the disagreements in its reports on the Company's consolidated financial statements for such years, and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K, except that, in the Company's 2022 Annual Report on Form 10-K and 2023 Annual Report on Form 10-K, the Company reported material weaknesses in the Company's internal control over financial reporting as of December 31, 2022: (i) the Company had inadequate segregation of duties consistent with control objectives related to the Company's information technology general controls, specifically as it relates to change management; and (ii) there was insufficient validation of non-Google impression data provided by certain third party service providers. These material weaknesses were remedied in fiscal 2023 by (i) implementing new permissions and approval requirements in the Company's change management process in the Company's systems previously identified with inadequate segregation of duties and (ii) obtaining, reviewing, and mapping a System and Organization Controls – SOC 1 Type 2 report from third party service providers for the effectiveness of third party controls relevant to the Company's internal control over financial reporting, including validation of impression data, and implementing compensating management controls to further validate non-Google impressions data provided by certain third party service providers. The Committee discussed the subject matter of the reportable event described above with Marcum and remediation thereto. The Committee authorized Marcum to respond fully to inquiries of the successor accountant concerning the reportable event. Following, Marcum's dismissal, the Committee approved the appointment of KPMG LLP as the Company's independent registered public accounting firm to perform independent audit services, effective immediately. The selection of KPMG as the Company's independent registered accounting firm was recommended by the Committee and approved by the Board. During the Company's fiscal years ended December 31, 2023 and 2022 and in the subsequent interim period through July 11, 2024, neither the Company nor anyone on its behalf consulted with KPMG regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively. About The Arena Group Headquartered in New York, The Arena Group Holdings, Inc. -- www.thearenagroup.net -- is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform empowering publishers who impact, inform, educate, and entertain. The Company's strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) where the Company can leverage the strength of its core brands to grow its audience and increase monetization both within ITS core brands as well as for its media publisher partners. The Company's focus is on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 40 owned and operated properties as well as properties it runs on behalf of independent Publisher Partners. The Company owns and operates TheStreet, The Spun, Parade, and Men's Journal and power more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation. Arena Group Holdings reported a net loss of $55.6 million for the year ended December 31, 2023, compared to a net loss of $70.9 million for the year ended December 31, 2022. As of March 31, 2024, the Company had $120.29 million in total assets, $269.68 million in total liabilities, $168,000 in total mezzanine equity, and a total stockholders' deficiency of $149.55 million. New York, NY-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARENA GROUP: Extends Business Combination Deadline to Nov. 5 ------------------------------------------------------------ The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that as of July 12, 2024, the Company entered into a second amendment to its Business Combination Agreement dated November 5, 2023 among the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a wholly owned subsidiary of Newco. Pursuant to the second amendment, the outside termination date for the business combination was extended from August 5 to November 5, 2024. In addition, certain changes were made to the contemplated post-combination officers and directors. About The Arena Group Headquartered in New York, The Arena Group Holdings, Inc. -- www.thearenagroup.net -- is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform empowering publishers who impact, inform, educate, and entertain. The Company's strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) where the Company can leverage the strength of its core brands to grow its audience and increase monetization both within ITS core brands as well as for its media publisher partners. The Company's focus is on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 40 owned and operated properties as well as properties it runs on behalf of independent Publisher Partners. The Company owns and operates TheStreet, The Spun, Parade, and Men's Journal and power more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation. Arena Group Holdings reported a net loss of $55.6 million for the year ended December 31, 2023, compared to a net loss of $70.9 million for the year ended December 31, 2022. As of March 31, 2024, the Company had $120.29 million in total assets, $269.68 million in total liabilities, $168,000 in total mezzanine equity, and a total stockholders' deficiency of $149.55 million. New York, NY-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARENA GROUP: Extends Note Interest Payments to December 31 ---------------------------------------------------------- The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a third amendment to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022, by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers. Pursuant to the third amendment, interest which was, or will be, due on December 31, 2023, March 31, June 30, and September 30, 2024 will now be due on or before December 31, 2024, as well as the interest otherwise due on December 31. This includes interest due on the Company's 2023 senior secured notes, its other senior secured notes, its delayed draw term notes and its 2022 bridge notes. The deferral is contingent on, among other things, no events of default occurring under the Note Purchase Agreement during the deferral period. About The Arena Group Headquartered in New York, The Arena Group Holdings, Inc. -- www.thearenagroup.net -- is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform empowering publishers who impact, inform, educate, and entertain. The Company's strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) where the Company can leverage the strength of its core brands to grow its audience and increase monetization both within ITS core brands as well as for its media publisher partners. The Company's focus is on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 40 owned and operated properties as well as properties it runs on behalf of independent Publisher Partners. The Company owns and operates TheStreet, The Spun, Parade, and Men's Journal and power more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation. Arena Group Holdings reported a net loss of $55.6 million for the year ended December 31, 2023, compared to a net loss of $70.9 million for the year ended December 31, 2022. As of March 31, 2024, the Company had $120.29 million in total assets, $269.68 million in total liabilities, $168,000 in total mezzanine equity, and a total stockholders' deficiency of $149.55 million. New York, NY-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARGENTARIA REAL ESTATE: Seeks Chapter 11 Bankruptcy Protection -------------------------------------------------------------- Argentaria Real Estate LLC filed Chapter 11 protection in the Southern District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 8, 2024 at 10:00 a.m. in Room Telephonically. About Argentaria Real Estate Argentaria Real Estate LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Argentaria Real Estate LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-70155) on July 1, 2024. In the petition filed by Vlaminck Ley, as member & sole manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by: T. Josh Judd, Esq. ANDREWS MYERS, P.C. 1885 Saint James Place, 15th Floor Houston, TX 77056 Tel: 713-850-4200 Fax: 832-786-4877 Email: jjudd@andrewsmyers.com ARTIFICIAL INTELLIGENCE: Incurs $4.19M Net Loss in First Quarter ---------------------------------------------------------------- Artificial Intelligence Technology Solutions Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.19 million on $1.18 million of revenues for the three months ended May 31, 2024, compared to a net loss of $4.56 million on $385,208 of revenues for the three months ended May 31, 2023. As of May 31, 2024, the Company had $7.93 million in total assets, $53.58 million in total liabilities, $257,712 in redeemable preferred stock, and a total stockholders' deficit of $45.91 million. For the three months ended May 31, 2024, the Company had negative cash flow from operating activities of $3,045,831. As of May 31, 2024, the Company has an accumulated deficit of $141,361,177, and negative working capital of $25,655,546. Management does not anticipate having positive cash flow from operations in the near future. The Company said these factors raise a substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance of these financial statements. Artificial Intelligence said, "The Company does not have the resources at this time to repay all its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business. At the same time management points to its successful history with maintaining Company operations and reminds all with reasonable confidence this will continue." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1498148/000149315224027824/form10-q.htm About Artificial Intelligence Technology Headquartered in Ferndale, Mich., Artificial Intelligence Technology Solutions Inc. is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX's RAD, RAD-R, RAD-M and RAD-G companies help organizations streamline operations, increase ROI, and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staff and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education, and healthcare. Deer Park, Illinois-based L J Soldinger Associates, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 9, 2024, citing that the Company had a net loss of approximately $20.7 million, an accumulated deficit of approximately $133.0 million and stockholders' deficit of approximately $40.2 million as of and for the year ended ended Feb. 29, 2024, which raises substantial doubt about its ability to continue as a going concern. ARTIFICIAL INTELLIGENCE: RAD Joins ZeroNow in Making Schools Safer ------------------------------------------------------------------ Robotic Assistance Devices, Inc. (RAD), a subsidiary of Artificial Intelligence Technology Solutions, Inc., announced July 15, 2024, that ZeroNow has welcomed RAD as an Industry Partner in its quest to bring the number of victims of school violence to zero. RAD delivers cost-effective artificial intelligence-based security solutions that can help schools improve safety and efficiency. RAD technology augments the capabilities of staff to provide higher levels of situational awareness at a low cost, allowing experienced personnel to focus on more strategic tasks. "As an Industry Partner, RAD brings an expertise in autonomous monitoring and response that will benefit our alliance," said ZeroNow CEO and Co-Founder Ara Bagdasarian. "ZeroNow's law enforcement, school security and education members are contributing their expertise to spotlight the risks schools face. Our technology partners share valuable knowledge on how to address those vulnerabilities." "School should be a safe and secure place to grow and learn, and children can't learn when they're afraid," said Steve Reinharz, Founder, CEO & CTO of AITX and RAD. "RAD is dedicated to pioneering advancements in AI and autonomous robotics, pushing the boundaries of what's possible in safety solutions. By partnering with ZeroNow, we are furthering our mission to ensure that every school becomes a sanctuary of learning and growth, free from fear. Together, we are dedicated to building a safer future for all children, where the promise of education can be fulfilled without the shadow of violence." RAD continues to demonstrate its unwavering commitment to school safety through innovative initiatives like the Bailey's Gift campaign, launched in 2022. This effort, named in memory of Bailey Holt, who tragically lost her life in a school shooting, aims to donate advanced firearm detection devices to underfunded and vulnerable K-12 schools across the United States. By joining forces with ZeroNow, RAD seeks to further expand these efforts, ensuring that every school can benefit from state-of-the-art security technology. Through Bailey's Gift and their new partnership with ZeroNow, RAD is dedicated to creating a safer, more secure learning environment for all students. ZeroNow was founded by technology partners Additional, Axis Communications, Axon, Omnilert and Status Solutions, along with campus safety nonprofit partners the International Association of Campus Law Enforcement Administrators (IACLEA), NASPA (the Association of Student Affairs Administrators in Higher Education), Campus Safety Magazine and VTV Family Outreach Foundation. About Artificial Intelligence Technology Headquartered in Ferndale, Mich., Artificial Intelligence Technology Solutions Inc. is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX's RAD, RAD-R, RAD-M and RAD-G companies help organizations streamline operations, increase ROI, and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staff and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education, and healthcare. Deer Park, Illinois-based L J Soldinger Associates, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 9, 2024, citing that the Company had a net loss of approximately $20.7 million, an accumulated deficit of approximately $133.0 million and stockholders' deficit of approximately $40.2 million as of and for the year ended ended Feb. 29, 2024, which raises substantial doubt about its ability to continue as a going concern. ARTISTIC AQUARIUMS: Claims to be Paid From Disposable Income ------------------------------------------------------------ Artistic Aquariums, Inc. filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization under Subchapter V dated July 3, 2024. The Debtor was formed in 2009 by Erik Matthaeus and has been providing aquarium installation, renovation and service to both 27 commercial and residential clients throughout the Phoenix metropolitan area. As a fully 28 licensed and insured company, Artistic takes pride in offering professional yet personalized service to every client and their aquariums. For the owners of Artistic, Artistic is not just a business; it's a family-owned venture fueled by a passion for creating stunning underwater landscapes and the desire to hand it down to the owner's children and their children's children. The owners of Artistic believe that each aquarium is a living work of art, adding beauty and tranquility to any space. Unfortunately, like many small businesses, the Pandemic brought unexpected challenges. While initially, Artistic saw a surge in demand, the shift to online purchasing and the actions of larger companies impacted it severely. Despite efforts to secure financial support, Artistic was forced to take out multiple high interest Merchant Cash Advance loans, which only added to its financial strain. As a result of the high interest loans, Artistic made the hard decision to file for bankruptcy protection. Though the road ahead may be challenging, Artistic is optimistic about the future. With its focus on quality craftsmanship and personalized service, and making different choices going forward, Artistic is determined to navigate these difficult times and emerge stronger than ever. Artistic looks forward to success as it embark on this new chapter. Creditors holding allowed claims will receive distributions based upon Debtor's projected net disposable income over a period not to exceed a 45-month term. Class 8 consists of General Unsecured Claims. All non-insider allowed and approved claims under this Class shall be paid their allowed claims from all funds available for distribution. The projected dividend is to be paid over a period of 45, commencing in month 1 of the Plan. This dividend shall be reduced by the Court approved administrative expense claims of the Debtor's counsel, Court appointed accounting professional (if any) and the Chapter 11 Subchapter V Trustee to the extent that said administrative expense claims exceed the amounts listed in this Plan. This Class is impaired. The allowed unsecured claims total $478,305.20. Mr. Matthaeus is the father of the Debtor's principal and is therefore an insider. The claim filed by this insider is duplicative of the claim 12-1, a claim upon which this insider is a co-debtor. Debtor disputes the insider's claim however, the cost of objecting to such claim will far exceed the duplicative projected dividend. As a result, the Debtor, in its best business judgment, will "allow" the claim. Equity Interest Holders/Debtor's Interest in Class 9 shall retain its shareholder/membership interest in the Debtor and the Debtor shall retain all legal and equitable interest in assets of this estate as all reconciliation issues have been met. Post Confirmation ownership and control shall remain with the Equity Security Holder, Erik Matthaeus. This is a 45-month Plan with a total projected Plan yield of approximately $110,250.00. The total projected yield includes payment of Administrative Claimants. Debtor agrees that it will make payments of not less than $110,250.00 over the life of the Plan represents the Debtor's projected disposable income for that time period as required under the Code. A full-text copy of the Plan of Reorganization dated July 3, 2024 is available at https://urlcurt.com/u?l=60c3v8 from PacerMonitor.com at no charge. Attorney for the Debtor: Allan D. NewDelman, Esq. Allan D. NewDelman, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Fax: (602) 277-0144 Email: anewdelman@adnlaw.net About Artistic Aquariums Artistic Aquariums, Inc., was formed in 2009 by Erik Matthaeus and has been providing aquarium installation, renovation and service to both 27 commercial and residential clients throughout the Phoenix metropolitan area. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-02875) on April 16, 2024, listing $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Allan D. NewDelman, Esq. at Allan D. NewDelman, P.C. represents the Debtor as counsel. ASENSUS SURGICAL: Beryl Capital Entities Disclose Equity Stakes --------------------------------------------------------------- Beryl Capital Management LLC disclosed in Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of July 5, 2024, the firm and its affiliated entities -- Beryl Capital Management LP, Beryl Capital Partners II LP and David A. Witkin, the control person of Beryl Capital Management LLC -- beneficially owned shares of Asensus Surgical, Inc.'s common stock. Beryl Capital Management LLC, Beryl Capital Management LP, and Mr. David Witkin are reported to beneficially own 21,469,717 shares of common stock representing 7.9%, based on 272,616,330 shares of Common Stock outstanding as of June 28, 2024, as reported in the Proxy Statement filed by the Asensus on July 5, 2024. Meanwhile, Beryl Capital Partners II LP is reported to beneficially own 18,291,530 shares, representing 6.7% of the shares outstanding. A full-text copy of Beryl's SEC Report is available at: https://tinyurl.com/3pf2xp55 About Asensus Surgical Durham, N.C.-based Asensus Surgical, Inc. is a medical device company that is digitizing the interface between the surgeon and patient to pioneer a new era of surgery, that it refers to as Performance-Guided Surgery, or PGS, by unlocking clinical intelligence to enable surgeons to deliver consistently superior outcomes to patients. As of March 31, 2024, the Company had $40.8 million in total assets, $27.8 million in total liabilities, and a total stockholders' equity of $13 million. Raleigh, N.C.-based BDO USA PC, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 21, 2024, citing the Company has suffered recurring losses from operations and has not generated positive cash flows from operations which raise substantial doubt about its ability to continue as a going concern. BARTLEY INVESTMENTS: Hires Florida Appellate as Special Counsel --------------------------------------------------------------- Bartley Investments, Ltd. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ The Florida Appellate Firm, P.A. as special counsel. The Debtor needs the firm's legal assistance in connection with the Debtor's appeal of the Final Judgment entered against the Debtor in the amount of $3,5000,000, on February 23, 2024, in the case styled as Tamala Melendez v. Tampa Villas South, Inc., et. al, in the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, Case Number: 22-CA-001610. The firm will be paid at these rates: a. A $5,000 flat fee for preparing and filing a motion for new trial, and if that motion is unsuccessful, b. A $85,000.00 flat fee to be paid by the Debtor in 3 installments as follows: i. The first installment of $30,000 due when the Notice of Appeal is filed; ii. The second installment of $30,000 due on September 1, 2024; and iii. The third installment of $25,000 due on March 1, 2025. c. Reimbursement of out-of-pocket costs such as computer charges, copies postage, filing fees, transcript charges, and record preparation charges for the accounting services. d. In the event the matter is resolved, or the representation is otherwise terminated, the Debtor is responsible for attorneys' fees calculated at $575.00 per hour plus reimbursement of out-of-pocket costs incurred prior to termination. e. In no event shall any fees be paid without prior application and approval of this Court. No additional fees will be accepted until ordered by the Bankruptcy Court. Brandon S. Vesely, Esq., a partner at The Florida Appellate Firm, 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: Brandon S. Vesely, Esq. The Florida Appellate Firm, P.A. 4020 Park Street North, Suite 201-B, Saint Petersburg, FL 33709 Telephone: (844) 277-3257 About Bartley Investments, Ltd. Bartley Investments Ltd owns 12 rental properties in Tampa Villa South, Tampa, Florida valued at $8.68 million. Bartley Investments Ltd sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02952) on May 23, 2024. In the petition signed by Allan N. Bartley, as general partner, the Debtor reports total assets of $8,764,925 and total liabilities of $3,703,633. Honorable Bankruptcy Judge Catherine Peek Mcewen oversees the case. The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A. BASIC FUN: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Basic Fun, Inc. About Basic Fun Inc. Basic Fun, Inc. -- https://www.basicfun.com/ -- develops and markets novelty and impulse toys. The Boca Raton-based company offers collectibles, small dolls, retro and science toys, pre-school, youth electronics, and construction. Basic Fun sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11432) on June 28, 2024, with $50,000 to $100,000 in both assets and liabilities. Frank McMahon, chief financial officer, signed the petition. Judge Craig T. Goldblatt oversees the case. The Debtor is represented by Shanti M. Katona, Esq., at Polsinelli, PC. BETTER CHOICE: NYSE Accepts Plan to Regain Listing Compliance ------------------------------------------------------------- Better Choice Company, Inc., announced July 12, 2024, that it received a notice on July 9, 2024 from the NYSE American LLC, stating acceptance of the Company's plan to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide. The Company's listing is being continued pursuant to an extension with a targeted completion date of Oct. 24, 2025. In the notice letter, NYSE American also notified the Company that it was not in compliance with Section 1003(a)(i) of the Company Guide as it reported stockholders' equity of $1.1 million as of March 31, 2024 and had losses from continuing operations and/or net losses in three out of its four most recent fiscal years ended Dec. 31, 2023. The Company intends to regain compliance with Section 1003(a)(i) during the Plan Period. The Company will provide quarterly updates to the NYSE American during the Plan Period on its progress with the goals and initiatives outlined in the plan. About Better Choice Headquartered in Tampa, Florida, Better Choice Company Inc. -- http://www.betterchoicecompany.com/-- is a pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier and longer lives. The Company sells its premium and super-premium products under the Halo brand umbrella, including Halo Holistic, Halo Elevate and the former TruDog brand, which has been rebranded and successfully integrated under the Halo brand umbrella during the third quarter of 2022. Tampa, Florida-based BDO USA, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company has continually incurred operating losses, has an accumulated deficit and failed to meet certain financial covenants as of Dec. 31, 2023. These matters create substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements are issued. BION ENVIRONMENTAL: Robert Weerts Holds 400,000 Common Shares ------------------------------------------------------------- Robert D. Weerts, a director of Bion Environmental Technologies, Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing that, as of July 27, 2024, he beneficially owned 400,000 shares of Bion's common stock. A full-text copy of Mr. Weerts's SEC report is available at: https://tinyurl.com/247s7kc7 About Bion Environmental Headquartered in Old Bethpage, New York, Bion Environmental Technologies, Inc.'s patented Ammonia Recovery System produces organic and low-carbon nitrogen fertilizer products and clean water from animal manure waste and other organic waste streams. It supports the Gen3Tech system that will minimize environmental impacts from CAFO/ livestock waste, generate Renewable Natural Gas, improve resource and production efficiencies, and produce the 'cleanest', most eco-friendly finished beef in the marketplace. Bion is focused on developing state-of-the-art indoor cattle feeding operations and providing solutions in the fast-growing clean fuels industry. See Bion's website at https://bionenviro.com. As of March 31, 2024, the Company had $9,570,226 in total assets, $6,177,784 in total liabilities, and $3,392,442 in total equity. The Company incurred a net loss of $2,002,000 and $2,507,000 for the nine months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the Company has a working deficit and a stockholders' equity of approximately $4,290,000 and $3,355,000, respectively. The Company has never generated significant operating revenues (even though it earned a net income of $8,291,000 for the year ended June 30, 2022) and incurred a net loss of approximately ($3,189,000) during the year ended June 30, 2023. The net income for the year ended June 30, 2022 was largely due to a one-time, non-cash event of the dissolution of Bion PA-1, LLC ("PA-1") resulting in a gain of approximately $10,235,000 as well as a one-time gain of $902,000 from the sale of the Company's 'biontech.com' domain pursuant to a purchase agreement during the period. During the year ended June 30, 2023 the Company had debt modifications that resulted in a reduction of debt of $3,516,000 and an increase in equity. The Company's lack of revenue and/or operating profits, together with the low likelihood of generating positive cash flow and/or net income during the next 12-24 months, raise substantial doubt about the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the period ended March 31, 2024. BLUE TREE: Moody's Withdraws 'Ba3' Corporate Family Rating ---------------------------------------------------------- Moody's Ratings has withdrawn all the ratings of Blue Tree Holdings, Inc., including the Ba3 corporate family rating, Ba3-PD probability of default rating, and the B1 rating on its senior secured bank credit facility. The stable outlook was also withdrawn. RATINGS RATIONALE Moody's have withdrawn the ratings because Blue Tree's debt previously rated by Moody's – the senior secured bank credit facility - has been fully repaid. BLUM HOLDINGS: Unit Wins Another Legal Fight vs People's California ------------------------------------------------------------------- Blum Holdings, Inc. announced two more legal victories by its wholly owned subsidiary, Unrivaled Brands, Inc., against People's California, LLC. This time, Unrivaled successfully defended an ex parte application brought by People's, with the Court denying People's request for a multi-million dollar judgment to be entered against Unrivaled. At the same hearing, the Court granted Unrivaled's application for a preliminary injunction barring People's from attempting to foreclose on a building owned by an affiliated entity and invalidating a prior foreclosure attempt by People's, following a previously granted Temporary Restraining Order in favor of Unrivaled. People's is owned, directly or indirectly, by Bernard Steimann, Jay Yadon, and Frank Kavanaugh. These are the latest in a string of legal victories against People's over the almost two years since Sabas Carrillo took over as CEO. The legal victory comes after the sale of Blum Santa Ana, a cannabis retail dispensary, pursuant to the Binding Settlement Term Sheet dated March 6, 2023 that was intended to resolve all ongoing disputes between the parties, including claims of fraud brought by Unrivaled against Kavanaugh, Yadon, and Steimann. Earlier this year, Blum Holdings publicly distanced itself from the People's brand and products after child molestation allegations against People's Managing Member, Bernard Steimann, came to light. People's is represented by Michael Caspino of Forward Counsel LLP and Deron Colby of Janus Capital Law Group in the matter. Colby also serves as Counsel to Medalist Diversified REIT where People's member Frank Kavanaugh serves as President and CEO. Unrivaled was represented by Roger Scott of Buchalter law firm and intends to continue to defend itself against People's in any future actions brought by them. About Blum Holdings Headquartered in Santa Ana, California, Blum Holdings, Inc. -- www.blumholdings.com -- is a cannabis company with operations in retail and distribution throughout California, with an emphasis on providing the highest quality of medical and adult use cannabis products. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company operates Blum OC, a premier cannabis dispensary in Orange County, California. The Company also owns dispensaries in California which operate as The Spot in Santa Ana, Blum in Oakland, and Blum in San Leandro. Costa Mesa, California-based Marcum LLP, the Company's auditor since 2018, 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. BOB'S STORES: Launches Going-Out-of-Business Sale in Chapter 11 --------------------------------------------------------------- Joshua S. Andino of CoStar News reports that after 70 years in business, Bob's Stores is launching a going-out-of-business sale and closing all its U.S. locations as part of its Chapter 11 bankruptcy proceedings. Bob's Stores, a subsidiary of multinational conglomerate GoDigitial Media Group, is shutting 21 locations and liquidating its inventory after not being able to secure the necessary financing to maintain operations. The retailer that sells affordable apparel has stores in Connecticut, Massachusetts, New Hampshire, New York, New Jersey and Rhode Island, mostly in strip malls and power centers. "We regret that our financial position necessitated the liquidation of Bob's Stores," Dave Barton, president of Bob's Stores, said in a statement. The chain joins a growing list of retailers closing locations as inflation continues to bite at consumer's wallets. In March 2024, sewing supply shop Joann's filed for Chapter 11 with plans to keep all its locations open. Discount retailer 99 Cents Only began marketing its leases after an April bankruptcy filing. Other big retailers like CVS, Walgreens and Rite Aid are closing thousands of underperforming locations across the country. Hilco Merchant Resources and Gordon Brothers are managing the Bob's liquidation that's expected to run until July 14, 2024 according to the statement. Some store fixtures, furniture and equipment will also be available for sale. Originally founded in 1954 by Robert Lapidus as Bob's Surplus in Middletown, Connecticut, Bob's Stores was acquired in 2003 by TJX, the parent company behind Marshalls and T.J. Maxx. Five years later, the store was sold to private equity groups before being acquired by GoDigital Media Group in 2022. Representatives for GoDigital Media Group did not immediately return requests to comment. Bob's Stores filed for protection from creditors last month in the U.S. Bankruptcy Court for the District of Delaware. About Mountain Sports Mountain Sports LLC, doing business as Bob's Stores, Eastern Mountain Sports, EMS, and Sport Chalet, is a sporting goods, hobby and musical instrument retailer. Mountain Sports LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11385) on June 18, 2024. In the petition filed by David Barton, authorized representative Bob's EMS Holdings LLC, manager of Debtor's sole member, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Mary F. Walrath oversees the case. The Debtor is represented by: Maria Aprile Sawczuk, Esq. GOLDSTEIN & MCCLINTOCK LLLP 501 Silverside Road Suite 65 Wilmington, DE 19809 Tel: 302-444-6710 Fax: 302-444-6709 Email: marias@goldmclaw.com BOISSON INC: Claims to Be Paid from Available Cash & Equity Capital ------------------------------------------------------------------- Boisson Inc. filed with the U.S. Bankruptcy Court for the Central District of California a Plan of Reorganization under Subchapter V dated July 5, 2024. In 2021, the Debtor was formed as a Delaware corporation and launched in New York, aiming to create a unique, judgment-free space for consumers to explore an extensive array of non-alcoholic wines, beers, and spirits. As the sector's leading specialty omnichannel retailer, the Debtor excels in utilizing data analytics to tailor its offerings and predict emerging trends, ensuring its offerings remain at the storefront of consumer preferences and industry innovation. This Plan is being proposed consistent with the terms (the "Plan Terms") (1) set forth in the Secured Convertible Note And Credit Agreement And Agreement For Funding Of Plan Of Reorganization (the "Loan Agreement") entered into between the Debtor, Delaney Family Limited Liability Limited Partnership or its designee (the "Lender"), and Connect Ventures I, L.P. ("Connect" and together with the Debtor and the Lender, the "Consenting Parties"), as collateral agent for itself and the holders (the "Prepetition Noteholders") of the prepetition secured convertible notes (the "Prepetition Secured Notes") in the aggregate principal amount of $5 million issued by the Debtor pursuant to that certain Secured Convertible Promissory Note and Warrant Purchase Agreement, dated as of August 4, 2023 (the "Prepetition Purchase Agreement"). The Bankruptcy Case was intended to afford the Debtor a breathing spell from its creditors as it concentrated its efforts on implementing the strategy and formulating a means for exiting bankruptcy via a liquidating or reorganization plan. More specifically, as discussed herein and set forth in the Liquidation Analysis, (a) in a hypothetical liquidation, (i) the secured creditors (the Lender and Connect) would not be paid in full, and (ii) there would be no distributions to the Holders of Allowed Administrative Claims, Allowed Other Priority Claims, Allowed Priority Tax Claims, and Allowed General Unsecured Claims, but (b) under the Plan, (i) the Holders of Allowed Secured Claims (the Lender and Connect) will have their obligations satisfied, in full, via consensual conversion of their Allowed Secured Claims into newly issued stock in the Reorganized Debtor, (ii) Allowed Administrative Claims, Allowed Other Priority Claims, and Allowed Priority Tax Claims will be paid in full, and (iii) there will be a material distribution to the Holders of Allowed General Unsecured Claims. Thus, it is projected that creditors would receive less in a hypothetical Chapter 7 liquidation compared to the Plan. Therefore, the Plan meets the requirements of the Best Interest Test. As discussed herein and set forth in the Plan Projections (a) the Plan will be funded from cash on hand and from the Equity Capital to be provided by the Lender pursuant to the Loan Agreement and (b) the Equity Capital will enable the Debtor to (i) pay Allowed Administrative Claims, Allowed Other Priority Claims, and Allowed Priority Tax Claims in full, and to make a material distribution to the Holders of Allowed General Unsecured Claims, and (ii) fund going forward operations. Class 4 consists of General Unsecured Claims. In full and final satisfaction of their Claims, Holders of Allowed General Unsecured Claims shall be paid the lesser of (1) cash in an amount equal to 10% of such Allowed General Unsecured Claim and (2) their pro rata share of $325,000. Allowed General Unsecured Claims shall be paid as soon as practicable after the later of the Effective Date or the date the General Unsecured Claim becomes an Allowed General Unsecured Claim. The allowed unsecured claims total $4,497,292.75. This Class will receive a distribution of 7% of their allowed claims. This Class is impaired. On the Effective Date, any and all existing Equity Interests in the Debtor shall be deemed to be cancelled. No Holder of existing stock or other ownership interests in the Debtor shall receive a distribution under the Plan on account of such existing stock or other ownership interest. The Plan will be funded with the Debtor's cash on hand on the Effective Date and the Equity Capital to be provided by the Lender. A full-text copy of the Plan of Reorganization dated July 5, 2024 is available at https://urlcurt.com/u?l=L2yFUm from PacerMonitor.com at no charge. Attorneys for the Debtor: Ron Bender, Esq. Todd Arnold, Esq. Yihan She, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: rb@levene.COM tma@levene.COM yas@levene.COM About Boisson Inc. Boisson Inc. offers a vast portfolio, boasting over 125 brands of non-alcoholic wines, beers, spirits, aperitifs, and mixers, including brands owned by the Debtor. The Debtor operates 11 storefronts in major cities, including New York, Miami, Los Angeles, and San Francisco, amplified its digital presence through a growing e-commerce platform, and also launched a wholesale distribution channel. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12614) on April 4, 2024, with up to $10 million in both assets and liabilities. Sheetal Aiyer, chief executive officer, signed the petition. Judge Neil W. Bason oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the Debtor's legal counsel. BOSTON WINDOW: Hires Verdolino & Lowey P.C. as Financial Advisor ---------------------------------------------------------------- Boston Window & Door, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Verdolino & Lowey, P.C. as financial advisor. The firm's services include: a. budgeting and related reporting requirements, including assisting the Debtor in preparing 13-week cash flow analyses; b. monitoring and helping manage short term liquidity, with the use of the 13-week cash flow; c. analyzing accounts payable, accounts receivable, inventory and other areas for cash flow optimization; d. making recommendations and carrying out negotiations, if agreed by the Debtor, in accounts payable, accounts receivable, and inventory and other areas, including lease negotiations if applicable; e. helping the Debtor in negotiations with various parties-in-interest, including lenders, equity holders and others to extend/negotiate terms and/or provide funding sources; f. supporting the Debtor in such matters as the company management shall request or require from time to time; g. assisting with payroll processing and reporting; and h. providing other Chapter 11 services customarily provided by a financial advisor, including preparation of required monthly operating reports. 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. Craig R. Albert, a partner at Verdolino & Lowey, 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: Craig R. Albert, CIRA Verdolino & Lowey, P.C. 124 Washington Street Foxborough, MA Tel: (508) 543-1720 About Boston Window & Door, LLC For over 20 years, the Company has been providing innovative and long-lasting window and door solutions to homes around eastern Massachusetts. Boston Window & Door, LLC in Haverhill, MA, filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 24-40644) on June 20, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Adam Hirsch as chief executive officer, signed the petition. MURPHY & KING serve as the Debtor's legal counsel. BOSTON WINDOW: Seeks to Hire Murphy & King as Counsel ----------------------------------------------------- Boston Window & Door, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Murphy & King, Professional Corporation to handle its Chapter 11 case. The firm will be paid upon its normal and usual hourly billing rates, and will seek reimbursement of expenses. The firm received retainer payments in the amount of $75,000. Christopher M. Condon, Esq., a partner at Murphy & King, Professional 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: Christopher M. Condon, Esq. Murphy & King, Professional Corporation 28 State Street Suite 3101 Boston, MA 02109 Tel: (617) 423-0400 Email: ccondon@murphyking.com About Boston Window & Door, LLC For over 20 years, the Company has been providing innovative and long-lasting window and door solutions to homes around eastern Massachusetts. Boston Window & Door, LLC in Haverhill, MA, filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 24-40644) on June 20, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Adam Hirsch as chief executive officer, signed the petition. MURPHY & KING serve as the Debtor's legal counsel. BREWER'S AUTO: Beverly Brister Named Subchapter V Trustee --------------------------------------------------------- The Acting U.S. Trustee for Region 13 appointed Beverly Brister, Esq., a practicing attorney in Benton, Ark., as Subchapter V trustee for Brewer's Auto Care, LLC. Ms. Brister will be paid an hourly fee of $300 for her services as Subchapter V trustee. Should travel be required outside of Saline or Pulaski Counties, the Subchapter V trustee will seek a compensation rate of $100 per hour for actual travel time incurred. Ms. Brister declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Beverly I. Brister, Esq. Attorney at Law 212 W. Sevier Benton, AR 72015 Phone: 501-778-2100 Email: bibristerlaw@gmail.com About Brewer's Auto Care Brewer's Auto Care, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-12286) on July 15, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Phyllis M. Jones presides over the case. Vanessa Cash Adams, Esq., at Ar Law Partners, PLLC represents the Debtor as bankruptcy counsel. BYLEGACY TEAM: Seeks to Hire O. Allan Fridman as Counsel -------------------------------------------------------- Bylegacy Team, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ O. Allan Fridman as counsel. The firm's services include: a. generally administering the Estate on behalf of the Debtor; b. initiating settlement negotiations with various creditors; c. preparing monthly operating reports; d. drafting and receiving approval on its Chapter 11 plan; e. providing other various matters that may arise during the course of this Chapter 11 case. The firm will be paid at the rate of $485 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. O. Allan Fridman, 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: O. Allan Fridman, Esq. 555 Skokie Blvd., Suite 500 Northbrook, IL 60062 Tel: (847) 412-0788 Email: allan@fridlg.com About Bylegacy Team, Inc. Bylegacy Team, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 24-09747) on July 2, 2024. The Debtor hires O. Allan Fridman as counsel. CALAMP CORP: Court Confirms Plan of Reorganization -------------------------------------------------- CalAmp Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 11, 2024, the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of CalAmp Corp. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, which was subsequently amended on July 9, 2024. As previously disclosed, on June 3, 2024, the Company and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware for relief under chapter 11 of title 11 of the United States Code, with a prepackaged chapter 11 plan as contemplated by the Restructuring Support Agreement, dated May 31, 2024. The Chapter 11 Cases are jointly administered under the caption In re: CalAmp Corp., et al., Case Number 24-11136. The Debtors have continued to operate their businesses as "debtors in possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As contemplated in the RSA, on June 3, 2024, the Debtors filed the Joint Prepackaged Chapter 11 Plan of Reorganization of CalAmp Corp. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, which was subsequently amended on July 9, 2024. On the date the Plan is effective, (i) all of the shares of common stock, par value $0.01 per share, of the Company (the "Existing Equity Interests"), together with any shares of restricted stock, restricted stock units, or any other right to receive equity in the Company, in each case, outstanding immediately prior to the Effective Date, will be cancelled, discharged and of no further force and effect and (ii) the Company will become a privately held company. Summary of Material Terms of Bankruptcy Plan: The Plan contemplates that the Debtors will continue their day-to-day operations substantially as currently conducted and that all of their commercial and operational contracts will remain in effect in accordance with their terms preserving the rights of all parties. On the Effective Date, all Secured Notes Claims held by Lynrock Lake Master Fund LP will be cancelled in exchange for 100% of the New Equity Interests of CalAmp. Also on the Effective Date, the Debtors will continue to pay or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced. On the Effective Date, all classes of preferred and common securities issued by the Company will be cancelled and thereafter deregistered, at which time Company will cease to be a publicly traded company. There is no specific number of New Equity Interests reserved for future issuance in respect of claims and interests filed and allowed under the Plan. The New Equity Interests are not expected to be listed on any national securities exchange or registered with the Securities and Exchange Commission. Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in full satisfaction of all claims against and interests in the Debtors, which will be discharged on the Effective Date. Amended Credit Agreement On the Effective Date, the Reorganized Debtors will enter into the First Amendment to Credit Agreement by and among CalAmp as the borrower, the other parties thereto, and Lynrock as lender. The Amended Credit Agreement has a seven year maturity, subject to optional and mandatory repayment provisions. Loans under the New Credit Agreement bear interest at an annual rate equal to the secured overnight financing rate as defined in the Amended Credit Agreement plus 6.75%. Settlement, Releases and Exculpations The Plan incorporates an integrated compromise and settlement of claims with the parties to the RSA to achieve a beneficial and efficient resolution of the Chapter 11 Cases. Unless otherwise specified, the settlement, distributions, and other benefits provided under the Plan, including the releases and exculpation provisions included therein, are in full satisfaction of all claims and causes of action that could be asserted as set forth in the Plan. The Plan provides releases and exculpations for the benefit of the Debtors, certain of the Debtors' claimholders, holders of interests, other parties in interest and various parties related thereto, each in their capacity as such, from various claims and causes of action, as further set forth in the Plan. Post-Emergence Governance and Management On the Effective Date, except as contemplated by the Plan or the documents to be executed in connection with the Plan, each of the Reorganized Debtors will continue to exist after the Effective Date as a separate entity pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the governance documents in effect prior to the Effective Date, except to the extent such New Corporate Governance Documents are amended under the Plan or otherwise. On the Effective Date, the terms of the members of each of the Debtors' boards of directors, boards of managers, sole managers, or other governing bodies will end, and the reorganized board of directors of CalAmp will initially consist of Cynthia Paul. The existing officers of the Debtors on the Effective Date will remain in their current capacities as officers of the Reorganized Debtors. Share Information As of July 11, 2024, CalAmp had 1,722,463 shares of common stock, par value $0.01 per share, issued and outstanding. As disclosed above, on or around the Effective Date, all of such Equity Interests will be cancelled. Assets and Liabilities Information regarding the assets and liabilities of the Debtors as of the most recent practicable date is hereby incorporated by reference to CalAmp's Quarterly Report on Form 10-Q for the period ended November 20, 2023, filed with the Securities and Exchange Commission on January 9, 2024. About CalAmp Corp. CalAmp (Nasdaq: CAMP) provides flexible solutions to help organizations worldwide monitor, track and protect their vital assets. Its unique device-enabled software and cloud platform enables commercial and government organizations worldwide to improve efficiency, safety, visibility and compliance while accommodating the unique ways they do business. With over 10 million active edge devices and 275+ approved or pending patents, CalAmp is the telematics leader organizations turn to for innovation and dependability. On the Web: http://www.calamp.com/ On June 3, 2024, CalAmp Corp. and three affiliated debtors, namely, CalAmp Wireless Network Corporation, LoJack Global LLC, and Synovia Solutions, LLC (Bankr. D. Del. Lead Case No. 24-11136). The Honorable Laurie Selber Silverstein is the case judge. CalAmp reports $281 million in assets and $355 million in liabilities as of the bankruptcy filing. The Debtors have $275 million of funded debt obligations, specifically $45 million in term loans and $230 million in secured notes. Potter Anderson & Corroon is serving as lead counsel. Bradley Arant Boult Cummings serves as special counsel for the Company. Oppenheimer & Co. Inc., is the financial advisor, and Stretto is the claims agent. CARLOS JACKSON: Loses Bid to Halt Bankruptcy Case Dismissal ----------------------------------------------------------- Judge Max O. Cogburn Jr. of the United States District Court for the Western District of North Carolina denied the request of Carlos Andre Jackson for an emergency stay of the dismissal of his pro se Chapter 11 bankruptcy petition. The Court notes that the bankruptcy petition was dismissed due to Mr. Jackson's repeated failure to company with bankruptcy procedures and rules. The Court finds that Mr. Jackson has presented no viable grounds for the Court to enter an emergency stay of the dismissal entered by the bankruptcy court. A copy of the Court's decision dated July 16, 2024, is available at https://urlcurt.com/u?l=VkGkqJ Carlos Andre Jackson filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 24-30187) on March 1, 2024, listing under $1 million in both assets and liabilities. CHEN FOUNDATION: Lenders' Motion to Determine SARE Status Denied ---------------------------------------------------------------- The Honorable John P. Mastando III of the United States Bankruptcy Court for the Southern District of New York denied the motion filed by Shanghai Commercial Bank Ltd., New York Branch, and The Shanghai Commercial & Savings Bank, Ltd. to determine as to whether the Chen Foundation, Inc. is a single asset real estate ("SARE") debtor within the meaning of Section 101(51B) of the Bankruptcy Code. The Debtor is a corporation formed in 1996 under the laws of Nevada. The Debtor's primary asset is real property located at 250 Lafayette Street, New York, New York. The Property is presently subject to a lien in favor of the Lenders. Although the Property is the Debtor's primary asset, the Debtor's petition did not designate this proceeding as a SARE proceeding. The Lenders argue that "[t]he Debtor is subject to the SARE Provisions [of the Bankruptcy Code] . . . [because] the Property generates substantially all of the Debtor's gross income, and the Debtor operates no substantial business other than the management and leasing of the Property." The Debtor insists it "is not a SARE [Debtor] as defined under the Bankruptcy Code, because since its inception and opening of the Property in 1996, the Debtor has always operated a cultural center and art gallery for the display of the artwork of T.F. Chen." Under Chapter 11 of the Bankruptcy Code, a SARE designation allows certain secured creditors relief from the automatic stay unless, within a specific period of time, "(A) the debtor has filed a plan of reorganization that has a reasonable possibility of being confirmed within a reasonable time; or (B) the debtor has commenced monthly payments [to creditors]." A SARE property is defined in Section 101(51B) of the Bankruptcy Code as: ". . . real property constituting a single property or project, other than residential real property with fewer than 4 residential units, which generates substantially all of the gross income of a debtor . . . and on which no substantial business is being conducted by a debtor other than the business of operating the real property and activities incidental thereto. 11 U.S.C Sec. 101(51B)." According to the Court, to qualify as a SARE property, a debtor must engage in only: (i) the "business of operating real property;" and (ii) other activities incidental to that business. "Incidental activities" are those that are "intrinsic to owning and developing the real estate." It is well-established that "incidental activities" include, inter alia, the lease and maintenance of rental property. In contrast, a property is not a SARE property if it provides goods or services unrelated to the mere ownership of real estate, the Court notes. The Court finds the presence of the cultural center and art gallery on the Property push the Debtor outside the purview of 11 U.S.C Sec. 101(51B). The Court points out the Debtor did not purchase the Property as a commercial rental space in 1994. The Property has contained a cultural center and art gallery since 1996, and portions of the Property were not converted into commercial rental spaces until 2000. These activities are clearly not "intrinsic to owning and developing" the Property, the Court concludes. The Court states the sale of art is an enterprise that "a reasonable and prudent business person would expect to generate substantial revenues from." It is undisputed that the Debtor has regularly "held pop up events and conducted special showings of artwork" at the Property since its acquisition. A copy of the Court's decision dated July 17, 2024, is available at https://urlcurt.com/u?l=OhQtJL Proposed Counsel for Chen Foundation, Inc.: Leo Jacobs, Esq. Robert M. Sasloff, Esq. JACOBS P.C. 595 Madison Avenue, 39th Floor New York, NY 10022 Counsel for Shanghai Commercial Bank Ltd., New York Branch, and The Shanghai Commercial & Savings Bank, Ltd.: Peter J. Roberts, Esq. Christina M. Sanfelippo, Esq. COZEN O'CONNOR 123 N Wacker Drive, Ste. 1800 Chicago, IL 60606 E-mail: proberts@cozen.com csanfelippo@cozen.com - and - Frederick E. Schmidt, Jr., Esq. COZEN O'CONNOR 3WTC, 175 Greenwich Street, 55th Floor New York, NY 10007 E-mail: eschmidt@cozen.com About Chen Foundation, Inc. Chen Foundation is primarily engaged in renting and leasing real estate properties. Chen Foundation, Inc. in New York, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-10438) on March 18, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Ted Chen as president, signed the petition. Judge John P. Mastando III oversees the case. JACOBS PC serve as the Debtor's legal counsel. CNBX PHARMACEUTICALS: Incurs $131K Net Loss in Third Quarter ------------------------------------------------------------ CNBX Pharmaceuticals Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $130,632 on $0 of revenues for the three months ended May 31, 2024, compared to a net loss of $154,690 on $310,165 of revenues for the three months ended May 31, 2023. For the nine months ended May 31, 2024, the Company reported a net loss of $634,614 on $130,074 of revenues, compared to a net loss of $3.14 million on $310,165 of revenues for the same period during the prior year. As of May 31, 2024, the Company had $80,027 in total assets, $2.53 million in total current liabilities, and a total stockholders' deficit of $2.45 million. CNBX said, "While the Company has incurred a net loss of $634,614 for the nine months ended May 31, 2024, it has incurred cumulative losses since inception of $24,893,816. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. "The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1343009/000168316824004831/cnbx_i10q053124.htm About CNBX Pharmaceuticals CNBX Pharmaceuticals Inc. is a clinical-stage company specializing in the discovery, development and commercialization of novel cannabinoid-based products and innovative technologies for the treatment of cancer. Tel - Aviv, Israel-based Weinstein International C.P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 30, 2023, 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. COACH USA: Receives $8 Million Stalking-Horse Bid for Its Assets ---------------------------------------------------------------- Ben Zigterman of Law360 reports that an industrial transportation provider submitted a roughly $8 million stalking-horse offer for some of the remaining assets of intercity bus operator Coach USA, as the insolvent company seeks to sell more of its assets while in Chapter 11 in Delaware. About Coach USA, Inc. Coach USA, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11258) on June 11, listing $100,000,001 to $500 million in both assets and liabilities. Sean Matthew Beach, Esq. at Young, Conaway, Stargatt & Taylor, is the Debtor's counsel. The Debtors tapped Kroll Restructuring Administration LLC, as their claims and noticing agent; Houlihan Lokey, as their investment bankers; Bennett Jones LLP, as Canadian restructuring counsel; and Spencer Ware of CR3 Partners, LLC, as their Chief Restructuring Officer. COOPER EQUIPMENT: DBRS Gives BB LongTerm Issuer Rating ------------------------------------------------------ DBRS Limited assigned a Long-Term Issuer Rating of BB with Stable trend to Cooper Equipment Rentals Limited (Cooper or the Company), reflecting an Intrinsic Assessment of BB and a Support Assessment of SA3. Morningstar DBRS also assigned a provisional Long-Term Senior Debt credit rating of BB (low). This one-notch differential reflects Cooper's substantial balance sheet encumbrance, as the vast majority of assets are pledged under the Company's asset based credit facility (the ABL Facility). Cooper intends to issue senior unsecured notes (the Notes) of approximately $200 million, and the proceeds will be used to repay a portion of the ABL Facility and for general corporate purposes, including the payment of a special dividend. The Notes will be effectively subordinated to all secured indebtedness, including the ABL Facility, to the extent of the value of the assets securing such indebtedness. KEY CREDIT RATING CONSIDERATIONS The credit ratings reflect Cooper's franchise as one of the largest equipment rental businesses in Canada, with an estimated top-five market share. The Company's senior management team is experienced with a high degree of industry knowledge. Cooper's earnings generation is relatively resilient, underpinned by a diverse customer base, and revenue growth has been strong, driven by both organic growth and acquisitions. The Company has a sound risk profile including modest credit risk, while Morningstar DBRS considers asset risk and operational risk to be more relevant risk exposures. Morningstar DBRS views the Company's funding and liquidity profile as weak, with significant reliance on the ABL Facility. Although Cooper's tangible common equity ratio is low, Morningstar DBRS views cash flows as providing adequate loss absorption capacity. High cash flow leverage, including a long-term target range of 3.0 times (x) to 3.5x, is also a constraint on the credit ratings. CREDIT RATING DRIVERS Sustained improvement in financial performance along with a material increase in the scale of Cooper's franchise would lead to an upgrade of the Company's credit ratings. In addition, a sustained reduction in cash flow leverage would result in a credit ratings upgrade. The Long-Term Senior Debt credit rating would be equalized with the Long-Term Issuer Rating if asset encumbrance levels were reduced substantially. Morningstar DBRS would downgrade the credit ratings if the Company's earnings deteriorate significantly or if cash flow leverage increases materially. CREDIT RATING RATIONALE Franchise Building Block (BB) Assessment: Good/Moderate Founded in 1972, the Company has a well-established franchise in the Canadian equipment rental industry with a footprint of over 70 branches, primarily located in Canada's largest provinces. Cooper has an estimated top-five market share within a mostly fragmented industry which is led by two large U.S. companies. The Company rents over 53,000 pieces of equipment, including skid-steer loaders, compact track loaders, boom lifts, scissor lifts, telehandlers, forklifts, excavators, wheel loaders, rollers, dozers, articulated dump trucks, air compressors, generators, pumps, compaction, lighting, trench shoring, and a broad range of other general rental equipment and tools. Cooper is majority-owned by SeaFort Capital Inc. (SeaFort), a Halifax-based investment company whose founding investors include two of Canada's wealthiest families. Earnings Building Block (BB) Assessment: Moderate Earnings capacity has been relatively resilient, underpinned by a diverse customer base, and revenue growth has been strong, driven by both organic growth and acquisitions, including three acquisitions in F2023. A net loss of $15.7 million in F2023 was driven by a $30.7 million expense related to the issuance of shares to management. After adjusting for this expense and other one-time items, F2023 net income was $15.2 million, down one third from the prior year, reflecting a significant increase in interest expense from $16.0 million to $40.4 million, primarily related to the variable-rate ABL Facility. Expenses grew across all categories in F2023, but Cooper has achieved positive operating leverage over the past two years as the business has scaled, and its efficiency ratio improved to 72% in F2023, from 74% in F2022 and 78% in F2021. Risk Building Block (BB) Assessment: Moderate Cooper maintains a sound risk profile, reflecting a moderate degree of credit risk, with asset risk and operational risk considered to be more relevant risks. Asset risk is well-managed, as equipment is largely sourced from high-quality vendors and the Company employs a conservative depreciation approach, resulting in a fleet fair market value materially above net book value. While operational risk is moderated by the extensive industry experience of senior management and initiatives including a crisis management plan, various insurance policies, and telematics fleet coverage, Morningstar DBRS notes there is no formal risk management framework in place. Modest credit risk is evidenced by very manageable levels of receivables charged off which were just $0.4 million in F2023, down from $0.8 million in F2022. Funding and Liquidity Building Block (BB) Assessment: Weak/Very Weak Morningstar DBRS views Cooper's funding and liquidity profiles as weak. Funding is narrow in scope with a high reliance on the ABL Facility, supplemented by nominal vendor take-back loans as well as historical funding from related parties (none currently outstanding). Liquidity is also highly reliant on the ABL Facility, with no additional credit facilities available; at December 31, 2023, there was $185 million of undrawn capacity on the $800 million ABL Facility. Net cash inflows from operating activities totaled $70.5 million in F2023. The Company does not hold a cash balance as all cash collections are used to pay down the ABL Facility on a daily basis. Capitalization Building Block (BB) Assessment: Moderate/Weak The tangible common equity ratio was a low 8.7% in F2023, down from 13.5% in F2022, driven by asset growth and higher intangibles and goodwill from acquisitions. Nonetheless, given the lack of substantial credit risk, the Company's cash flows provide an acceptable absorption capacity for unexpected charges. Adjusted cash flow leverage (i.e., debt/EBITDA), which has been relatively steady over the past five years, remains high at 4.0x in F2023, up from 3.7x in F2022 because of a higher ABL Facility balance. Cooper has a long-term target leverage range of 3.0x to 3.5x. Positively, SeaFort has demonstrated its ability and willingness to inject additional capital when required to finance accretive acquisitions. Notes: All figures are in Canadian dollars unless otherwise noted. COTTONWOOD COFFEE: Starts Subchapter V Bankruptcy ------------------------------------------------- Daniel Kliene of The Street reports that another coffee and cafe company, Cottonwood Coffee, has filed for Chapter 11 bankruptcy. "We constantly strive to be experts on our craft. From roasting to brewing and service, we are always looking to improve; never satisfied with good enough. We do not, however, use this pursuit of excellence to be condescending, off-putting or unapproachable. We believe strongly that great coffee should be enjoyed by regular people," the company shared. Those are noble goals, but they have not been enough to keep the company operating in the blank during these challenging economic times. Cottonwood Coffee filed for Chapter 11 bankruptcy on July 2, 2024 in the United States Bankruptcy Court for the District of South Dakota. The company, in the filing, shared that it had $809,000 in total liabilities and between $100,000 and $500,000 in debts. About $322,000 of its liabilities are secured against its assets. The company has not shared a bankruptcy funding plan with the court. Cottonwood Coffee has not commented on its bankruptcy on its website or social media. It did not immediately return TheStreet's request for comment. It stores appear to still be open, and the company continues to take online orders. About Cottonwood Coffee Cottonwood Coffee Inc. is a coffeehouse and coffee roaster. Cottonwood Coffee Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.D. Case No. 24-40219) on July 2, 2024. In the petition filed by Jacob Limmer, as president, 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: Clair R. Gerry, Esq. Gerry Law Firm, Prof. LLC 509 Main Avenue Brookings, SD 57006 CREDIT LENDING: Hires James D. Roberts as Special Counsel --------------------------------------------------------- Credit Lending Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Office of James D. Roberts as special counsel. The firm will provide legal assistance in connection with the adversary proceeding, assist in discovery, file and respond to various motions by the parties, and prepare the Debtor for trial. The firm will be paid at the rate of $650 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James D. Roberts, 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: James D. Roberts, Esq. Law Office of James D. Roberts 3428 Heartland Avenue Simi Valley, CA 93065 Tel: (818) 535-0247 Email: jdresq@aol.com About Credit Lending Services, Inc. Credit Lending Services, Inc. is a provider of auto loans in California specializing in the purchase and servicing of auto loans through its network of automobile dealers, who have non-prime customers purchasing new and used vehicles. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12182) on March 21, 2024, with $9,008,914 in assets and $10,521,125 in liabilities. Chad Spindler, shareholder, signed the petition. Judge Julia W. Brand presides over the case. Tamar Terzian, Esq., at Hanson Bridgett, LLP represents the Debtor as legal counsel. CURO GROUP: Reduces Debt by $1-Bil., Exits Chapter 11 Bankruptcy ---------------------------------------------------------------- CURO Group Holdings Corp. announced on July 19, that it has emerged from Chapter 11 protection as Curo Group Holdings LLC, having taken all required actions and satisfied all remaining conditions to effectiveness of its Joint Prepackaged Plan of Reorganization, which was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division on May 16, 2024. "Today's announcement marks the beginning of a new chapter for Curo," said Doug Clark, Chief Executive Officer at Curo. "We are emerging as a substantially stronger business and are now better positioned to achieve long-term profitable growth. We are incredibly appreciative of the support from all of our stakeholders as we continue to provide our customers with a variety of convenient, easily accessible financial services." The Plan relieves Curo of approximately $1 billion in debt and not less than $75 million of annual interest obligations and will otherwise provide for improved liquidity. The Plan provides for payment in full of the allowed claims of general unsecured creditors, which includes, among others, trade, customer, employee, and landlord claims. As previously announced, Curo's Plan received overwhelming support from existing stakeholders of CURO Group Holdings Corp. constituting (1) 100% of the Prepetition 1L Term Loan Claims and Prepetition 1.5L Notes Claims that voted on the Plan, (2) more than 99.9% of the Prepetition 2L Notes Claims that voted on the Plan, and (3) more than 95% of existing equity interests that voted on the Plan. The Company also obtained recognition of the Plan from the Ontario Superior Court of Justice (Commercial List). Emerging as a private company, the equity of Curo will not be listed on any public stock exchange. Akin Gump Strauss Hauer & Feld LLP served as legal counsel to the Company, Cassels Brock & Blackwell LLP served as Canadian legal counsel to the Company, and Oppenheimer & Co. Inc., served as investment banker to the Company. Wachtell, Lipton, Rosen & Katz and Vinson & Elkins LLP served as legal counsel to the ad hoc group of Curo's secured lenders, and Houlihan Lokey Capital, Inc. served as financial advisor to the Ad Hoc Group. About Curo Group Holdings Corp. Headquartered in Chicago, Ill., CURO Group Holdings Corp. is a tech-enabled, omni-channel consumer finance company serving a full spectrum of non-prime, near-prime and prime consumers in portions of the U.S. and Canada. CURO was founded over 25 years ago to meet the growing needs of consumers looking for alternative access to credit. The Company continuously updates its products and technology platform to offer a variety of convenient, accessible financial and loan services. Curo Group reported a net loss of $185.48 million for the year ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $2.79 billion in total assets, $2.84 billion in total liabilities, and a total stockholders' deficit of $54.13 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90165) on March 25, 2024. In the petition signed by Douglas Clark, chief executive officer, the Debtor disclosed $1,777,476,000 in assets and $2,230,687,000 in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel, King & Spalding LLP as co-counsel, Cassels Brock & Blackwell LLP as Canadian legal counsel, and Epiq Corporate Restructuring, LLC as claims, noticing, and solicitation agent. FTI Consulting Canada Inc. is the Canadian court-appointed information officer. Counsel to Atlas Securitized Products Holdings, L.P. as the First Heritage Administrative Agent and the Heights I Administrative Agent for the securitization lenders: Kevin Bostel, Esq. Justin Kanoff, Esq. WEIL, GOTSHAL & MANGES LLP 767 5th Ave New York, NY 10153 E-mail: Kevin.Bostel@weil.com Justin.Kanoff@weil.com Counsel to the DIP Agent, Prepetition 1L Agent, and Ad Hoc Group of Holders of CURO's First Lien Term Loans, 1.5 Lien Notes and Second Lien Notes: Joshua A. Feltman, Esq. Neil M. Snyder, Esq. WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, NY 10019 E-mail: JAFeltman@wlrk.com NMSnyder@wlrk.com Ernst & Young LLP, serves as consultant to the Ad Hoc Group. Houlihan Lokey Capital, Inc., acts as financial advisor to the Ad Hoc Group. Quinn Emanuel Urquhart & Sullivan, LLP serves as counsel to OCO. Counsel to Midtown Madison Management LLC as Heights II Administrative Agent and Canada II Administrative Agent: Anthony F. Pirraglia, Esq. HOLLAND & KNIGHT, LLP 811 Main Street, Suite 2500 Houston, TX 77002 E-mail: Anthony.Pirraglia@hklaw.com - and - Thomas Walper, Esq. MUNGER, TOLLES & OLSON LLP 350 Grande Ave., 50th Floor Los Angeles, CA 90071 E-mail: Thomas.Walper@mto.com Counsel to the Prepetition 1.5L Notes Trustee: Aaron Gavant, Esq. BARNES & THORNBURG LLP One N. Wacker Drive, Suite 4400 Chicago, IL 60606-2833 E-mail: AGavant@btlaw.com - and - Molly Sigler, Esq. BARNES & THORNBURG LLP 225 S. Sixth Street, Suite 2800 Minneapolis, MN 55402 E-mail: Molly.Sigler@btlaw.com Counsel to the Prepetition 2L Notes Trustee: Harold Kaplan, Esq. FOLEY & LARDNER LLP 321 North Clark Street, Suite 3000 Chicago, IL 60654 E-mail: hkaplan@foley.com Counsel to Waterfall Asset Management, LLC as Canada I Administrative Agent: David S. Berg, Esq. Alexander Woolverton KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 E-mail: Dberg@kramerlevin.com (awoolverton@kramerlevin.com - and - Aubrey E Kauffman, Esq. Elana Hahn, Esq. FASKEN MARTINEAU DUMOULIN LLP 333 Bay Street, Suite 2400 Toronto, ON M5H 2T6 E-mail: akauffman@fasken.com ehan@fasken.com DAYBREAK OIL: Requires More Time to File Form 10-Q Ended May 31 --------------------------------------------------------------- Daybreak Oil and Gas, Inc. disclosed in a Form 12b-25 filed with the U.S. Securities and Exchange Commission that the Company is unable to file, without unreasonable effort and expense, its Form 10-Q for the quarterly period ended May 31, 2024, since additional time is needed to prepare and finalize the financial statements and other disclosures in the Report. About Daybreak Oil and Gas Daybreak Oil and Gas, Inc. -- http://www.daybreakoilandgas.com/-- is an independent crude oil and natural gas company currently engaged in the exploration, development and production of onshore crude oil and natural gas in the United States. The Company is headquartered in Spokane Valley, Washington with an operations office in Friendswood, Texas. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated Jan. 23, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. DD MIND BODY: Hires Schafer and Weiner PLLC as Counsel ------------------------------------------------------ DD Mind Body Health LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Schafer and Weiner, PLLC as counsel. The firm will represent and assist the Debtor and Debtor-in-Possession as its legal counsel in all facets of its Chapter 11 proceeding. The firm will be paid at these rates: Daniel J. Weiner $615 per hour Howard Borin $465 per hour Joseph K. Grekin $465 per hour Leon Mayer $340 per hour Kim Hillary $405 per hour John J. Stockdale, Jr. $450 per hour Jeff Sattler $375 per hour Brandi M. Dobbs $305 per hour Albert Chang $225 per hour Legal Assistant $175 per hour Michael E. Baum (Of Counsel) $615 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kim K. Hillary, Esq., a partner at Schafer and Weiner, 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: Kim K. Hillary, Esq. Schafer and Weiner, PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 Email: khillary@schaferandweiner.com About DD Mind Body Health LLC DD Mind Body Health, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-46480) on July 3, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Judge Lisa S. Gretchko presides over the case. Kim K. Hillary, Esq., represents the Debtor as legal counsel. DIOCESE OF CAMDEN: Gets Speedy Sex Abuse Bankruptcy Plan Review --------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that the Diocese of Camden, New Jersey will get accelerated appellate review of its court-approved bankruptcy plan that creates an $87.5 million trust to pay sex abuse claimants. The US Court of Appeals for the Third Circuit on Monday granted a petition by the diocese and sex abuse claimants to take up its case on direct appeal, bypassing typical review by a federal district court. Insurers appealed the US Bankruptcy Court for the District of New Jersey's approval of the Camden diocese's bankruptcy plan in March. About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DNT PROPERTY: Hires Three Rivers Commercial as Real Estate Broker ----------------------------------------------------------------- DNT Property Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Three Rivers Commercial as Real Estate Broker. The firm will market and sell the Debtor's real properties: -- 1118 Maple Street, Wilkinsburg, Pennsylvania (single-family); -- 1709 Montier Street, Wilkinsburg, Pennsylvania (2-unit); -- 1703 Montier Street, Wilkinsburg, Pennsylvania (single-family); -- 1612-1614 Laketon Street, Wilkinsburg, Pennsylvania (4-unit); -- 3108-3110 Freeland Street and 3109-3111 Freeland Street McKeesport, Pennsylvania (19-unit). The firm will be paid at 6 percent of the gross sales price of the Properties. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Garratt Cheran, a senior advisor at Three Rivers Commercial, 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: Garratt Cheran Three Rivers Commercial Advisors, LLC 6 PPG Place, #550 Pittsburgh, PA 15222 Tel: (412) 536-5035 Email: Garrett.Cheran@svn.com About DNT Property Investments, LLC DNT Property is primarily primarily engaged in renting and leasing real estate properties. DNT Property Investments LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-20530) on March 2, 2024, listing $1,235,000 in assets and $763,861 in liabilities. The petition was signed by Derrick Tillman as managing member. Judge John C. Melaragno presides over the case. Jana S. Pail, Esq. at WHITEFORD, TAYLOR & PRESTON LLP represents the Debtor as counsel. DON'S BAREFOOT: Hires Commercial Advisors as Real Estate Broker --------------------------------------------------------------- Don's Barefoot Beach Marina, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Commercial Advisors as real estate broker. The firm's services include: a. representing the Debtors as their agent in all aspects of identifying and communicating with prospective purchasers of the real property of the Debtor located at 5424 Pistol Mill Road, Pittsburg, Texas, and all related parcels; b. participating in meetings with the Debtors and potential purchasers; c. providing necessary information to prospective purchasers; d. negotiating the terms and conditions of sale with any prospective purchasers of the Property; and e. generally taking any reasonable actions and initiatives necessary to sell the Property. The firm will be a commission of 6 percent of the sale price of the Property. Jeff Johnson, a partner at Commercial Advisors, 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: Jeff Johnson Commercial Advisors 5101 Wheelis Drive, Suite 300 Memphis, TN 38117 Tel: (901) 273-2358 About Don's Barefoot Beach Marina, LLC Don's Barefoot Beach Marina, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-20024) on February 23, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Misty Thornton as managing member. Robert T DeMarco, Esq. at DEMARCO MITCHELL, PLLC represents the Debtor as counsel. DTH 215 VENTURE: Seeks to Hire Harris Law Practice LLC as Attorney ------------------------------------------------------------------ DTH 215 Venture, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Harris Law Practice LLC as attorney. The firm's services includes: a. examination and preparation of records and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; b. preparations of applications and proposed orders to be submitted to the Court; c. identification and prosecution of claims and causes of action assertable by Debtor on behalf of the estate; d. examination of proofs of claim anticipated to be filed and the possible prosecution of objections to certain claims; e. provision of advice to the Debtor and preparation of documents in connection with the contemplated ongoing operation of the Debtor's business; f. provision of assistance to the Debtor in performing other official functions as set forth in Section 521, et seq., of the Bankruptcy Code; and g. preparation of a plan of reorganization, and related documents, and confirmation of said plan, as provided in Section 1121, et seq., of the Bankruptcy Code. The firm will be paid at these rates: Stephen R. Harris, Esq. $635 per hour Norma Guariglia, Esq. $525 per hour Paraprofessional $175 per hour The firm will be paid a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen R. Harris, a partner at Harris Law Practice 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: Stephen R. Harris, Esq. Harris Law Practice LLC 850 E. Patriot Blvd., Suite F Reno, NV 89511 Tel: (775) 786-7600 About DTH 215 Venture, LLC DTH 215 Venture is the owner of certain real property located at 215 S. Water Street, Henderson, Nevada 89015-7226. DTH 215 Venture, LLC in Dexter, MO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 24-12829) on June 5, 2024, listing as much as $50 million to $100 million in both assets and liabilities. Natalie Riley as authorized agent, signed the petition. Judge Natalie M Cox oversees the case. HARRIS LAW PRACTICE LLC serve as the Debtor's legal counsel. EAGLEVIEW TECHNOLOGY: Moody's Lowers CFR to Caa2, Outlook Negative ------------------------------------------------------------------ Moody's Ratings has downgraded EagleView Technology Corporation's (EagleView) Corporate Family Rating to Caa2 from B3, and the Probability of Default Rating to Caa2-PD from B3-PD. Concurrently, Moody's downgraded the ratings on the senior secured first lien revolving credit facility and senior secured first lien term loan to Caa1 from B2, and the rating on the senior secured second lien term loan to Ca from Caa2. The outlook remains negative. The downgrade of the CFR reflects risks related to the sustainability of EagleView's capital structure given high debt service costs, expectation for continued negative free cash flow generation and significant refinancing risks related to the first lien credit facilities due 2025 and second lien term loan due 2026. Despite high-single digit revenue growth and an adjusted EBITDA margin (excluding addbacks for non-recurring expenses) in the low-40% in the last twelve months ended March 2024, free cash flow remained negative due to high interest expense and capital expenditures. As the revolver was almost fully drawn as of December 2023, the company obtained liquidity through a privately placed fungible $30 million add-on to the first lien term loan in Q1 2024. This is in addition to the $19.5 million equipment loan issued in December 2023. Governance considerations, including the company's tolerance for operating with limited liquidity, were a key driver of the rating action. RATINGS RATIONALE The Caa2 CFR reflects EagleView's significant refinancing risk related to the largely fully drawn $85 million revolver due May 2025, $634 million outstanding first lien term loan due August 2025 and $172 million second lien term loan due August 2026. The rating also incorporates persistent negative free cash flow generation and elevated financial leverage. Even under a scenario that the company extends the maturity of its current debt, Moody's believe the company's capital structure is likely to remain untenable in the absence of additional liquidity or a significant decrease in the debt level. EagleView's financial leverage (Moody's adjusted excluding addbacks for non-recurring expenses) increased to 7.3x as of the twelve months ended Q1 2024 and was negatively affected by the company's ongoing conversion of existing government customers to a subscription-based model which affects the timing of revenue recognition. Although, the conversion to a subscription model will temporarily impact earnings, it does not change the fundamental growth trajectory of the government segment or cash flows. Moody's expect leverage to modestly improve to mid to high-6x over the next 12-18 months based on Moody's adjusted EBITDA margin in the low-to-mid 40% range supported by continuing adoption of new products, cross selling opportunities and selective price increases. EagleView's liquidity is weak given the negative free cash flow generation and minimal availability on the revolving credit facility. The cash balance expanded resulting from the $30 million fungible add-on to the first lien term loan. However, the company does not have sufficient internal sources to repay the debt maturing in 2025. Moody's expect free cash flow to remain negative over the next 12-18 months due to the high interest burden and significant capital expenditures. While there are areas to scale back spending, Moody's believe the company will maintain the current level of capital spending to generate growth. The revolver contains a springing maximum first-lien net leverage ratio threshold of 7.75x that applies when the facility is more than 40% drawn. As of March 2024, the company was subject to the springing covenant as the revolver was fully drawn with minimal availability remaining. Moody's expect EagleView to maintain EBITDA covenant headroom of at least 30% over the next 12-18 months. The Caa1 rating assigned to the first lien senior secured credit facilities is one notch above the CFR, reflecting debt cushion from the Ca rated second lien term loan in a default scenario. EagleView's ESG Credit Impact Score is CIS-5 mainly driven by governance risks related to elevated risks of an unsustainable capital structure and its aggressive financial policies, which tolerate elevated leverage and a weak liquidity position. The negative outlook reflects EagleView's refinancing risks related to 2025-2026 debt maturities which raises the possibility of distressed debt exchanges, weak liquidity profile as well as the uncertainty regarding the inflection point for generating sustained positive free cash flows. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if EagleView achieves a long-term solution to its debt refinancing needs that results in a sustainable capital structure, substantially bolsters its liquidity position to obtain financial flexibility and is on a path to generate positive free cash flow. The ratings could be downgraded if EagleView's liquidity position deteriorates further or Moody's assessment of the probability of default were to increase. EagleView Technology Corporation is a leading provider of aerial imagery and 3D aerial measurement services to the government, insurance, construction utilities and solar markets. EagleView is owned by Vista Equity Partners and Clearlake Capital Group, L.P. Revenue totaled approximately $275-$325 million as of last twelve months ended March 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. EBIX INC: Seeks to Extend Plan Exclusivity to October 15 -------------------------------------------------------- Ebix, Inc. and affiliates asked the U.S. Bankruptcy Court for the Northern District of Texas to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 15 and December 11, 2024, respectively. As set forth in the Amended Plan, the Debtors are seeking to consummate a "whole company" restructuring with the Plan Sponsor (the "Reorganization Transactions"), which is expected to be consummated shortly after confirmation of the Amended Plan. In the event the Debtors are unable to consummate the Reorganization Transactions with the Plan Sponsor, the Amended Plan permits the Debtors to pursue and consummate sales of the Debtors' and non-Debtors' remaining assets, with proceeds distributed in accordance with the Amended Plan. Accordingly, the Debtors anticipate bringing these cases to a conclusion in the near term. Throughout these cases, the Debtors have worked tireless to maximize value and drive consensus, as evidenced by the progress made to date and the consensus achieved thus far, and will continue to work to this goal over the coming weeks with the goal of presenting to the Court a fully consensual plan which can become effective shortly thereafter. Ample cause exists to grant the relief requested in these chapter 11 cases. The relevant factors strongly weigh in favor of an extension of the Exclusivity Periods: * The Debtors' Chapter 11 Cases Are Large and Complex. These cases met the requirements for and were designated as complex cases. Order Granting Complex Chapter 11 Bankruptcy Case Treatment. As of the Petition Date, the Debtors had approximately $650 million of funded debt, along with unsecured obligations to various vendors, contractual counterparties, and, as of the Petition Date, approximately 10,000+ employees and independent contractors worldwide. Additionally, the Debtors have thousands of creditors, both domestic and international, along with global business operations stretching across both the Debtor and non-debtor subsidiaries. * The Additional Time Requested Will Provide the Debtors with Sufficient Time to Seek Confirmation and Consummation of the Amended Plan. Exclusivity will terminate before the Debtors' Confirmation Hearing to consider their Amended Plan. The additional time will allow the Debtors the room to drive consensus on, and consummate, the Amended Plan. Accordingly, this factor weighs in favor of granting an extension of the Exclusivity Periods. * The Debtors Have Made Good Faith Progress Towards Exiting Chapter 11. The Debtors have progressed their cases nearly to their end, and are strenuously endeavoring to exit chapter 11 in the near term. The Debtors have spent the time in these cases operating in the ordinary course, running multiple sale processes and negotiating and generating support among their constituents for the Amended Plan. * The Debtors Have Made Significant Progress in Negotiations with Creditors and an Extension of the Exclusivity Period Will Not Prejudice Creditor's Rights. As shown by the record in these chapter 11 cases, the Debtors have focused on garnering broad creditor support for their actions, with a substantial majority of the motions presented on an uncontested basis. That support has continued with the filing of the Amended Disclosure Statement and Amended Plan, which were approved in form and substance by the Prepetition Lenders, and which incorporated comments from the Committee. * An Extension Will Not Pressure Creditors. The Debtors are not seeking an extension of the Exclusivity Periods to pressure or prejudice any of their stakeholders. All parties in interest have had an opportunity to actively participate in substantive discussions with the Debtors throughout these chapter 11 cases. As previously noted, the Debtors are actively pursuing consensual resolution with all stakeholders, and hope to present an uncontested Confirmation Hearing. Allowing the Debtors the time to see the Amended Plan to its conclusion will help drive consensus and maximize estate resources. Counsel for the Debtors: Thomas R. Califano, Esq. Rakhee V. Patel, Esq. SIDLEY AUSTIN LLP Jeri Leigh Miller (24102176) 2021 McKinney Avenue, Suite 2000 Dallas, TX 75201 Tel: (214) 981-3300 Fax: (214) 981-3400 E-mail: tom.califano@sidley.com rpatel@sidley.com jeri.miller@sidley.com -and- Andres Barajas, Esq. Weiru Fang, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 E-mail: andres.barajas@sidley.com weiru.fang@sidley.com About Ebix, Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Ga., and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across six continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel and healthcare industries. Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the filing, Ebix reported between $500 million and $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as financial advisor; and Jefferies, LLC as investment banker. Omni Agent Solutions, Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by McDermott Will & Emery, LLP. EDGEWATER GENERATION: Moody's Rates New Secured Credit Loans 'Ba3' ------------------------------------------------------------------ Moody's Ratings has assigned a Ba3 rating to Edgewater Generation, L.L.C.'s (Edgewater) proposed senior secured credit facilities, consisting of a $975 million term loan B due 2030, a $75 million revolving credit facility due 2029 and a $50 million letter of credit facility due 2029. Moody's have also affirmed the Ba3 rating on Edgewater's existing credit facilities. The rating outlook is stable. Proceeds from the amended term loan B and cash on the balance sheet will be used to repay Edgewater's existing term loan and to pay transaction expenses. Moody's intend to withdraw the Ba3 rating on the existing credit facilities due 2025 (cusip: 28031FAD2) upon the closing of Edgewater's amended credit facilities. RATINGS RATIONALE The rating action incorporates Edgewater's historical and projected financial performance and acknowledges the proposed transaction's modestly credit positive terms given the inclusion of a target debt balance that should encourage faster deleveraging over the debt life and the term's extension to 2030 reducing refinancing risk. The rating action also reflects Moody's view that the portfolio should benefit from positive pricing momentum for both energy and capacity markets in PJM Interconnection, L.L.C. (PJM: Aa2 stable) region where three of Edgewater's four natural gas fired power generation facilities are located. The rating also considers the portfolio's substantial exposure to wholesale commodity power markets, a risk that when coupled with its limited hedging program that can result in volatile cash flow; a modest deleveraging track record and private equity sponsorship. Edgewater's credit assessment is supported by the diversity provided by its four asset portfolio. Two assets, Fairless and Garrison, are located in EMAAC, a premium capacity pricing region in PJM and one asset, Manchester, is located in SENE, a premium pricing region in ISO-New England. Fairless, at 1.3 GW is the largest gas powered generator in its area and the portfolio's anchor asset as the largest energy margin contributor in the portfolio. Fairless benefits from a dispatch advantage because of its location on the Pennsylvania side of the PA/NJ border where it is not subject to emissions expenses related to the Regional Greenhouse Gas Initiative (RGGI) that plants in NJ are required to pay. Additionally, Garrison, West Lorain, and Manchester all have dual fuel capability that provides the flexibility to switch to fuel oil from natural gas feedstock in periods of high gas demand, affording them a higher capacity accreditation under the new PJM capacity pricing mechanism and reducing the risk of nonperformance in high stress periods. Edgewater has produced solid operational performance over the last few years and recent performance indicates higher capacity factors and low forced outage rates across the portfolio. Edgewater should be able to produce strong cash flows in 2024 and 2025 based upon current forward energy prices. Should this occur, substantial debt paydowns should follow owing to the strength of the excess cash flow and target debt balance mechanisms, which incentivizes deleveraging through the greater of a target debt balance schedule of $950 million at the end of FY 2024 and $850 at the end of FY 2025 or a 75% excess cash sweep if net leverage is greater than 3.5x and 50% if net leverage is less than 3.5x. The target debt balance is in place throughout the life of the loan with a target balance of $600 million at maturity, representing 61% of the initial loan amount. Moody's project Edgewater can produce average credit metrics approaching the low-end of the Ba rating category over the next few years, with debt service coverage ratios (DSCR) averaging 1.8x, project cash flow to debt just under 10% and debt to EBITDA around 4.5x. Edgewater's recent credit metrics have been volatile and 2023 financials were weak relative to expected results. For the twelve month period ended March 31, 2024, Moody's calculate that Edgewater produced a 1.2x DSCR with 2% project cash flow to debt and 8x debt to EBITDA. The decline in financial performance is due largely to charges related to during Winter Storm Elliott in December 2022 that were realized in 2023. By comparison, for the full year 2022, the project produced a 3.1x DSCR, 12% project cash flow to debt and 8x debt to EBITDA. In the upcoming capacity auction, PJM has implemented material changes intended to address reliability concerns in a winter-peaking scenario rather than a summer-peaking scenario. Based on Moody's preliminary estimates, capacity prices in the upcoming auction should strengthen from recent historical results. RATING OUTLOOK The stable outlook is based on Moody's expectation for consistent operating performance and credit metrics approaching the Ba rating category, including CFO/Debt just under 10%, DSCRs around 1.8x and debt-to-EBITDA below 6x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS A ratings upgrade could occur if capacity auction results return to zonal premiums or if strong energy margins drive sustainable growth in cash flows and deleveraging, with CFO/Debt comfortably above 15%, leverage below 4x and DSCRs above 2.5x on a sustained basis. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS A ratings downgrade could occur if capacity auction results remain weak or if energy margin compression or weaker than expected operating performance leads to a deterioration in credit metrics including leverage above 6x, mid-single-digit Project CFO/Debt or DSCRs below 1.4x for a sustained period. PROFILE Edgewater Generation, L.L.C. (Edgewater or project) is a bankruptcy remote entity of Lotus Infrastructure Partners (Lotus or the project sponsor) that owns a 2,684 MW portfolio of four operational power plants. All assets are wholly owned by Lotus and are unlevered. The plants include Fairless Energy Center (Fairless: 1,320 MW CCGT) located in Pennsylvania, Garrison Energy Center (Garrison: 309 MW dual fuel CCGT) located in Delaware, West Lorain Power (West Lorain: 545 MW dual fuel CT) located in Ohio, and Manchester Street Station (Manchester: 510 MW dual fuel CCGT) located in Rhode Island. LIST OF AFFECTED RATINGS Issuer: Edgewater Generation, L.L.C. Assignments: Senior Secured Term Loan B, Assigned Ba3 Senior Secured Revolving Credit Facility, Assigned Ba3 Senior Secured Letter of Credit, Assigned Ba3 Affirmations: Senior Secured Bank Credit Facility, Affirmed Ba3 Outlook Actions: Outlook, Remains Stable METHODOLOGY The principal methodology used in these ratings was Power Generation Projects published in June 2023. EMERGENT BIOSOLUTIONS: Grants Equity Award to General Counsel ------------------------------------------------------------- Emergent BioSolutions Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 11, 2024, the Compensation Committee of the Board of Directors of the Company approved a special one-time discretionary equity award to be granted to Jennifer Fox, the Company's executive vice president, external affairs, general counsel and corporate secretary of 15,000 restricted stock units, which will vest on the first anniversary of the date of grant. The Award is subject to Ms. Fox's continued employment with the Company through the applicable vesting date, the terms and conditions of the Company's Amended and Restated Stock Incentive Plan, Global Restricted Stock Unit Award Agreement, and Second Amended and Restated Senior Management Severance Plan. This Award is in recognition of Ms. Fox's substantial contributions in executing recent strategic initiatives. About Emergent Biosolutions Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Senior Secured Credit Facilities and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ENVERIC BIOSCIENCES: Inks $61MM Licensing Agreement With Aries -------------------------------------------------------------- Enveric Biosciences and Aries Science & Technology, a developer of encapsulation technologies, announced a licensing agreement for the clinical development of Enveric's patented radiation dermatitis topical product. Radiation dermatitis is a side effect of radiation treatment that impacts roughly two million cancer patients per year and has a market opportunity estimated at $400 million annually. The formulation licensed to Aries is protected by an allowed US patent application, as well as a pending PCT application. "This product offers the potential to provide much needed relief to cancer patients suffering from the painful side effects of radiation therapy," said Ram Lalgudi, Ph.D., CEO of Aries. "We are excited by the opportunity to advance this promising molecule to clinical trials." Dr. Lalgudi announced: "Aries has nominated Hari Harikumar, Ph.D., as Chairman-elect of an Aries subsidiary being formed to advance this opportunity. Dr. Harikumar is a techno-commercial entrepreneur having experience with multiple companies, including his current role as VP for Performance Additives in CHASM Advanced Materials and earlier roles as CEO of QM Power, and VP, Innovation, Sustainability and Technology for Ingersoll Rand/TRANE, and President & CTO for USHA, a leading consumer brand in India. We look forward to great success under his leadership." Joseph Tucker, Ph.D., CEO of Enveric, stated: "With its proven expertise in encapsulation solutions and strong management team, we believe Aries is the ideal partner to continue the development of this cancer support care product while Enveric sharpens its focus on neuropsychiatric indications." Under the terms of the agreement, executed through Enveric's subsidiary, Akos Biosciences, Inc., Enveric will be eligible to receive aggregate milestone payments of up to $61 million, as well as tiered royalties ranging from 2.5% to 10% on future sales, if all conditions are met. About Aries Science and Technology LLC Aries has research laboratories In Columbus, Ohio and possesses deep technical expertise relevant to the envisioned product forms. Aries is planning to establish an investable subsidiary focused on completing development, commercialization and launch of the topical product and projects a potential product pipeline featuring multiple patented formulations. About Enveric Biosciences Enveric Biosciences (NASDAQ: ENVB) -- www.enveric.com -- is a biotechnology company dedicated to the development of novel neuroplastogenic small-molecule therapeutics for the treatment of depression, anxiety, and addiction disorders. Leveraging its unique discovery and development platform, Psybrary, Enveric has created a robust intellectual property portfolio of new chemical entities for specific mental health indications. Enveric's lead program, EB-003, is a first-in-class approach to the treatment of difficult-to-address mental health disorders designed to promote neuroplasticity without inducing hallucinations in the patient. Enveric is also developing EB-002, formerly EB-373, a next generation synthetic prodrug of the active metabolite, psilocin, being studied as a treatment of psychiatric disorders. Enveric is headquartered in Naples, FL with offices in Cambridge, MA and Calgary, AB Canada. For the year ended December 31, 2023, the Company had a loss from operations of $16.4 million. As of March 31, 2024, the Company had $8.85 million in total assets, $2.37 million in total current liabilities, and $6.48 million in total shareholders' equity. East Hanover, New Jersey-based Marcum LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 25, 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. EUGENIO MARIA: Moody's Rates New Series 2024A Revenue Bonds 'Ba1' ----------------------------------------------------------------- Moody's Ratings has assigned an initial Ba1 rating to Eugenio Maria de Hostos Charter School, NY's (EMHCS) Revenue Bonds (Eugenio Maria de Hostos Charter School Project), Series 2024A and Taxable Revenue Bonds (Eugenio Maria de Hostos Charter School Project), Series 2024B with expected par values of $53.8 million and $1.6 million, respectively. The bonds will be issued by the Monroe County Industrial Development Corporation, NY. The outlook is stable. RATINGS RATIONALE Assignment of the initial Ba1 rating reflects the school's moderately-sized operating scale and satisfactory competitive considerations as a long-term provider of alternative bilingual K-12 education to students in and around the City of Rochester, NY (A1 stable). Governance is a key credit consideration given management's track record of conservative financial planning and performance, resulting in the maintenance of strong operational liquidity. The school's on-going credit challenges include improving academic outcomes, and increasing student and staff retention. Although EMHCS' upcoming capital projects will materially increase its debt levels, improvement to school facilities should improve demand factors. Moody's credit view further incorporates the EMHCS' relatively low charter renewal risk given its sustained history of charter renewals from its authorizer. RATING OUTLOOK The stable outlook reflects Moody's expectations that the school will successfully manage its upcoming capital projects resulting in steady to improved student enrollment while also maintaining healthy financial operations and spendable cash levels. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained strengthening of competitive considerations including enrollment and waitlist growth and improved academic performance -- Maintenance of cash levels exceeding 200 days of annual operations, operating margins of over 20%, with debt service coverage consistently over 1.5x -- Material reduction to the school's debt leverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to meet enrollment targets or significant weakening of academic performance -- Deterioration to the school's annual days cash, or a material narrowing of operating margins or debt service coverage -- Further increases to the school's debt leverage LEGAL SECURITY The Series 2024A and Series 2024B bonds are payable solely from revenues received from EMHCS pursuant to the terms of a loan agreement. Pledged revenues include per-pupil state funding as well as all other revenue sources. The school's facility are also encumbered under the terms of the agreement. Additional bond covenants include an annual 1.1x debt service coverage requirement, a minimum 45 days annual days cash requirement, a two-pronged additional bonds test (ABT), and debt service reserve fund (DSRF) funded from bond proceeds equal to maximum annual debt service (MADS). USE OF PROCEEDS The proceeds of the Series 2024 Bonds will be primarily used to renovate and expand the school's existing campus in the City of Rochester. Financed capital projects include a new school gym and improvements to EMCHS' middle school facility, including HVAC, cafeteria renovations and equipment purchases. Additional projects include the complete transformation of a 9,800 square foot single story church into a three story 9th grade academy, and a new two story high school addition to the south of the church. Proceeds will also refinance approximately $2.1 million in existing long term bank notes and fully fund a DSRF. The project will increase EMHCS' total capacity to 1,300 students is scheduled to be complete by August of 2026 in time for the fiscal 2027 school year. PROFILE Eugenio Maria de Hostos Charter School (EMHCS) is a non-profit charter school located in the City of Rochester, NY. The school was authorized in 2000 by the New York State Board of Regents and operates a pursuant to a charter contract with the State University of New York. EMHCS is governed by a ten-member board of trustees and provides bilingual education to roughly 1,000 students in grades K-12. The school currently operates under a five-year charter contract with its authorizer which has been approved/renewed five times and is currently valid through June 30, 2025. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. FAUXGENET HOLDINGS: Seeks to Hire Tom Bible Law as Attorney ----------------------------------------------------------- Fauxgenet Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Law Office of W. Thomas Bible, Jr. d/b/a Tom Bible Law Law as attorney. The firm will provide these services: a. advise the Debtor as to their rights, duties, and powers as debtors-in-possession. b. investigate and if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor. c. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy case. d. assist and counsel the Debtor in the preparation, presentation and confirmation of their disclosure statement and plan of reorganization. e. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and f. perform such other legal services as may be necessary in connection with this case. The firm will be paid at these rates: Attorneys $375 per hour Paralegals $125 per hour The retainer is $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. W. Thomas Bible, Jr., Esq., a partner at Tom Bible Law, 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: W. Thomas Bible, Jr., Esq. Tom Bible Law 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Tel: (423) 424-3116 Fax: (423) 553-0639 Email: tom@tombiblelaw.com About Fauxgenet Holdings, LLC Fauxgenet Holdings, LLC owns a business property located in Alabama Highway, Ringgold, Ga., having an appraised value of $3.2 million. Fauxgenet Holdings filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-11622) on July 1, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Gordon S. Alward, member, signed the petition. Judge Nicholas W. Whittenburg oversees the case. The Debtor is represented by W. Thomas Bible, Jr., Esq., at Tom Bible Law. FAXON ENTERPRISES: Schedules July 29 Auction for Assets ------------------------------------------------------- Faxon Enterprises, Inc. said it will conduct an auction on July 29, starting at 10:00 a.m. (prevailing Central Time) if it receives qualified bids for its assets. The U.S. Bankruptcy Court for the Southern District of Texas approved earlier this month the bid rules governing the sale of substantially all of the company's assets that were used to operate its steel fabrication business. The bid rules set a deadline of July 24, at 5:00 p.m. (prevailing Central Time) for interested buyers to place their bids on the assets, and a deadline of July 26, 10:00 a.m. (prevailing Central Time) for the company to notify interested buyers of the qualified bids. If it receives qualified bids by the July 24 deadline, Faxon will conduct an auction at the Houston-based law offices of Dykema Gossett, PLLC, or at an alternate location (including by telephone or Zoom videoconference). In the event Faxon designates a stalking horse bidder, the court will hold a hearing on July 26, at 10:30 a.m. (prevailing Central Time) to approve the stalking horse agreement. A court hearing to approve the sale to the winning bidder is scheduled for Aug. 16, at 9:30 a.m. (prevailing Central Time). The sale hearing may be adjourned by the company. "In order to monetize the assets for distribution to creditors, it is critical that [Faxon] is permitted to consummate a sale of the assets," Basil Umari, Esq., the company's attorney, said in court filings. About Faxon Enterprises Faxon Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-80075) on March 24, 2024. In the petition signed by James E. Faxon, owner, the Debtor disclosed up to $10 million in both asset and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Nicholas Zugaro, Esq., at Dykema Gossett, PLLC and McGinnis Lochridge, LLP as legal counsels, and Quinn & Associates, LLC as financial advisor. FORZA PIPELINE: Hires Superior Energy Auctioneers as Auctioneer --------------------------------------------------------------- Forza Pipeline Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Superior Energy Auctioneers, LP as auctioneer. The firm will auction the Debtor's 2014 Vermeer T1055 Trencher. The firm will be paid a commission of 10 percent of the gross sales price of the Trencher. 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: Superior Energy Auctioneers, LP 11611 W County 128 Odessa, TX 79765 Tel: (432) 296-4465 Fax: (432) 296-4487 About Forza Pipeline Services Forza Pipeline Services, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-70030) on Mar. 20, 2024. In the petition signed by Doug Onstead, vice president, the Debtor disclosed up to $10 million in both estimated assets and liabilities. Judge Shad Robinson oversees the case. Todd J. Johnston, Esq., at McWhorter, Cobb & Johnson, LLP serves as the Debtor's counsel. FOUR WIND: Unsecureds Will Get 2% of Claims over 5 Years -------------------------------------------------------- Four Wind Trucking, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Small Business Plan of Reorganization dated July 5, 2024. The Debtor was started in 2014 as a logistics family business by husband and wife, Bogdan and Paulina Czernecki. The business was started with one truck and one trailer, whereas Bogdan was driving, and Paulina was working as a dispatcher. Over the next 10 years, the business grew into 12 trucks and 12 trailers, employing sub-contractors to deliver the loads on behalf of the Debtor. The Debtor developed a niche in delivering agricultural products purchasing specific equipment to deliver livestock and produce. Due to overall decline in trucking industry, the Debtor experienced a downturn in its business as well and is now forced to seek bankruptcy protection in order to cut down its costs of operations. If the Debtor were to be liquidated, creditors would receive no distribution on their claims. The funds to be paid to creditors under the Plan exceeds the zero distribution they would receive upon liquidation. As a result, creditors will derive the most benefit from allowing the Debtor to restructure and generate income to satisfy the payments under the Plan. The Plan is a 5-year plan. The final Plan payment will be in approximately 2029. The Plan provides that all administrative creditors will be paid in full on the Effective Date of the Plan (which is 30 days after the Order confirming the Plan is a final Order) unless otherwise agreed. Priority tax claims will receive 100% of their allowed claims over the period of the Plan term (5 years). Secured Creditors will be paid 100% of their secured claims under Class 1 of the Plan. Class 2 general unsecured creditors will receive a pro rata share of the Unsecured Creditor Payment over a period of 5 years, which shall equal approximately 2% distribution on their claims. Class 3 Claims of Equity Holders will not receive a distribution unless all other classes of creditors receive payment in full. Class 2 consists of Allowed Unsecured Claims. Holders of allowed unsecured claims shall receive a pro rata share of the Unsecured Creditor Payments on an annual basis for a period of 5 years beginning on the 1st anniversary of the Effective Date of the Plan, and continuing yearly for another 4 years. The Unsecured Creditor Payments shall equal $25,000 in the aggregate and each yearly payment shall be $5,000 for 5 payments. Based upon the unsecured claims (which includes deficiency claims of secured creditors), the estimated distribution to unsecured creditors is 2%. No distribution will be made for unsecured claims which were (i) scheduled as disputed; and (ii) no timely proof of claim was filed. Equity security holders shall retain their interests in the Debtor. In addition, the principal of the Debtor will be entitled to a salary for his work on behalf of the Debtor. The Debtor proposes to pay creditors of the Debtor from future revenues generated by the Debtor’s business. A full-text copy of the Plan of Reorganization dated July 5, 2024 is available at https://urlcurt.com/u?l=r1mYAq from PacerMonitor.com at no charge. Counsel to the Debtor: David Freydin, Esq. Law Offices of David Freydin PC 8707 Skokie Blvd, Suite 312 Skokie, IL 60077 Tel: (847) 972-6157 Fax: (866) 897-7577 Email: david.freydin@freydinlaw.com About Four Wind Trucking Four Wind Trucking, Inc., was started in 2014 as a logistics family business by husband and wife, Bogdan and Paulina Czernecki. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04983) on April 5, 2024, with $579,000 in assets and $1,636,891 in liabilities. Bogdan Czernecki, president, signed the petition. Judge Donald R. Cassling presides over the case. David Freydin, Esq., at the Law Offices of David Freydin, is the Debtor's bankruptcy counsel. GINGER FITNESS: Hires Buddy D. Ford P.A. as Attorney ---------------------------------------------------- Ginger Fitness and Rehabilitation, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A as attorney. The firm's services includes: a. analyzing the financial situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advising the Debtor with regard to the powers and duties of the debtor and as Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. preparing and filing of the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court. d. representing the Debtor at the Section 341 Creditors' meeting; e. giving the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in Possession in the continued operation of its business and management of its property; if appropriate; f. advising the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. preparing, on the behalf of your Applicant, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protecting the interest of the Debtor in all matters pending before the court; i. representing the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. performing all other legal services for Debtor as Debtor-in-Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Buddy D. Ford $450 per hour Senior associate attorneys $400 per hour Junior associate attorneys $350 per hour Senior paralegal $150 per hour Junior paralegal $100 per hour The firm received a retainer in the amount of $16,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, Esq., a partner at Buddy D. Ford, 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: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Email: Buddy@tampaesq.com About Ginger Fitness and Rehabilitation, Inc., Ginger Fitness and Rehabilitation, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03754) on July 3, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Roberta A. Colton presides over the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor as legal counsel. GIRARDI & KEESE: Prosecutors Urge Court to Toss Evidence -------------------------------------------------------- Lauren Berg of Law360 reports that prosecutors urged a California federal judge Friday to reject Tom Girardi's bid to suppress evidence collected without a search warrant from his law firm's bankruptcy trustee, arguing that the trustee had control of the firm's books and records and had the power to voluntarily produce the documents for the disgraced attorney's wire fraud case. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 HARBOR CUSTOM: Gets OK to Sell Real Properties to Winning Bidders ----------------------------------------------------------------- Harbor Custom Development, Inc. won court approval for the sale of multi-family properties owned by its subsidiaries to Glencrest Lacey Executive Board, LLC and three other buyers. Glencrest, Kaufman Real Estate, LLC, Benaroya Holdings, LLC and Sound Equity High Income Debt Fund, LLC were selected as the winning bidders at a court-supervised auction held on June 20. Glencrest, a Delaware limited liability company, offered $41.8 million, beating out three other qualified bidders for the Meadowscape apartment complex in Olympia, Wash. Kaufman, a Washington State limited liability company, made a $28 million offer, beating out two rival bidders for the Belfair View apartments in North Mason County, Wash. Meanwhile, Benaroya made a $5.45 million offer for the Bridge View apartments in Kitsap County, Wash., in the form of a credit bid while Sound Equity made a credit bid of $5 million for the property in Tacoma, Wash., owned by Pacific Ridge. Both buyers were the only qualified bidders for the properties. The multi-family properties will be sold and consummated as contemplated by the Chapter 11 plan jointly filed by Harbor and its subsidiaries, according to the order signed by Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western District of Washington. The joint plan, which the bankruptcy court confirmed on June 28, contemplates that it will be funded, in part, by proceeds from the sale. About Harbor Custom Development Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The company is based in Tacoma, Wash. Harbor Custom Development filed Chapter 11 petition (Bankr. W.D. Wash. Case No. 23-42180) on Dec. 11, 2023, with $223,981,000 in assets and $172,528,500 in liabilities. Shelly Crocker, chief restructuring officer, signed the petition. Judge Mary Jo Heston oversees the case. The Debtor tapped Aditi Paranjpye, Esq., at Cairncross & Hempelmann, P.S. as bankruptcy counsel; FitzGerald Kreditor Bolduc Risbrough, LLP as special counsel; Levene, Neale, Bender, Yoo & Golubchik, LLP and Polsinelli, PC as conflicts counsels; TurningPointe, LLC as financial advisor; Rosenberg Rich Baker Berman, P.A. as auditor; Keen-Summit Capital Partners, LLC as real estate advisor; and VPTax, Inc. as tax accountant. The court confirmed the Debtor's Chapter 11 plan on June 28, 2024. HOLOGIC INC: Moody's Affirms 'Ba1' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings affirmed Hologic, Inc.'s Ba1 Corporate Family Rating, Ba1-PD Probability of Default rating, Baa3 ratings on its senior secured credit facilities and Ba2 ratings on its senior unsecured notes. The speculative grade liquidity rating remains unchanged at SGL-1. The outlook is stable. The affirmation reflects Moody's expectation that the company will maintain robust credit metrics and very good liquidity driven by continued revenue and earnings growth. Top-line growth, excluding COVID-related revenues, will be driven by its strong market positions in its core franchises in digital mammography, cervical cancer screening and molecular diagnostics. RATINGS RATIONALE Hologic's Ba1 CFR reflects its scale, leading market positions within its core franchises and good revenue diversity by product and customer. The credit profile is also supported by the recurring nature of a significant proportion of the company's revenue generated from service contracts and consumables. Further, the company generates excellent free cash flow and has strong interest coverage and moderate financial leverage. Moody's estimate that the company's adjusted debt to EBITDA was approximately 2.1x for the twelve months ended March 31, 2024. The credit profile is constrained by Hologic's exposure to general medical utilization trends and hospital capital equipment spending, particularly in the US. Other constraining factors include pricing pressure from customers, payors' increased focus on value-based healthcare, and competition from much larger medical products companies. Moody's expect that Hologic will actively pursue both smaller and potentially larger scale M&A opportunities which may increase leverage meaningfully. Moody's further anticipate that the company will continue to utilize both secured and unsecured debt on its balance sheet. Moody's expect Hologic's liquidity to be very good over the next 12-18 months. Moody's expect the company to generate free cash flow of roughly $800 million annually, driven by strong revenue and earnings growth. The company has approximately $2.2 billion of cash as of March 31, 2024 and a $2 billion revolver with nothing drawn. The stable rating outlook reflects Moody's view that Hologic will continue to increase its scale by sustaining mid-single-digit organic growth in the long-term and pursue both tuck-in and potentially larger acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The company could be upgraded if the company pursues financial policies consistent with a typical investment grade credit profile including an all unsecured debt capital structure. Additionally, the company could be upgraded if it continues to sustain organic revenue growth and maintain a stable EBITDA margin. Along with the aforementioned factors, the company could be upgraded if debt/EBITDA is sustained below 2.5 times. The ratings could be downgraded if the company were to experience a material decline in revenue and earnings or if financial policies were to become more aggressive such as utilizing debt to fund shareholder returns or make large-scale acquisitions. Lastly, the company could be downgraded if debt/EBITDA is sustained above 3.5 times. Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products with an emphasis on women's health. The company's core business units focus on the areas of diagnostics, breast health, gynecological surgical, and skeletal health. Revenues for the twelve months ending March 31, 2024 were approximately $4.0 billion. The principal methodology used in these ratings was Medical Products and Devices published in October 2023. HORNBLOWER GROUP: Emerges from Chapter 11 Bankruptcy ---------------------------------------------------- The Maritime Executive reports that Hornblower Group emerges from bankruptcy and focusing on sightseeing and ferries. Hornblower Group emerged from its bankruptcy last week approximately five months after filing a "prepackaged deal" designed to restructure the company. As part of the deal that was presented to the bankruptcy court, Hornblower narrowed its focus of operations and received a new majority owner. The slimmed-down Hornblower operates its brand City Cruises which conducts sightseeing cruises in more than 20 U.S., Canada, and UK destinations. They also provide transportation to landmarks such as the Statue of Liberty, Alcatraz Islands, and Niagara Falls. The other portion of the water bourn operation is ferries and transport. The company says it services over 20 million people each year in more than 100 countries, including 50 U.S. cities Filing for bankruptcy in February 2024, Hornblower cited its heavy debt load and the failure of its overnight cruise lines to recover from the pandemic. American Queen Voyages separately filed for bankruptcy and was disbanded. Its paddleboat river cruise vessels were sold to American Cruise Lines which has scrapped several of the ships. The company's two coastal cruise ships were sold to their prior owner who is promising to restart the cruise operations in 2024. A charter for an exploration cruise ship from Sunstone was canceled and this has been re-leased to a new startup cruise line in Spain. "Today marks a new beginning for Hornblower," said Kevin Rabbitt, Hornblower's Chief Executive Officer, in the July 3, 2024 statement announcing the completion of the restructuring. "We have an expert team with a long history of delivering safe, world-class experiences. We have the continued support of our government agency and business partners, and we have new owners who support our strategic priorities." Management emphasizes that they have a focused portfolio and new financial flexibility and liquidity. As a result of the restructuring process, Hornblower reduced its total debt by approximately $720 million or more than 70 percent. Majority ownership of Hornblower is now held by funds managed by Strategic Value Partners, a private investment firm with more than $18 billion under management. Crestview Partners, a private equity firm that acquired Hornblower in 2018, retained a minority position and took sole ownership of the tour company Journey Beyond based in Australia. About Hornblower Group Hornblower Group -- http://www.hornblowercorp.com-- is a global leader in experiences and transportation. Hornblower Group's corporate businesses are comprised of two premier experience divisions: City Experiences, its land- and water-based experiences as well as ferry and transportation services; and Journey Beyond, Australia's leading experiential travel group. Spanning a 100-year history, Hornblower Group's portfolio of international offerings includes water-based experiences (dining and sightseeing cruises), land-based experiences (walking tours, food tours and excursions), overnight experiences (cruises and railways) and ferry and transportation services. Hornblower Marine, a subsidiary of Hornblower Group, provides vessel outhaul and maintenance services at Bridgeport Boatworks in Bridgeport, Connecticut. Additionally, Anchor Operating System, LLC, a subsidiary of Hornblower Group and independent entity, provides reservation, ticketing and website integration services for clients in the transportation, tourism and entertainment industries. Today, Hornblower Group's global portfolio covers 114 countries and territories, 125 U.S. cities and serves more than 30 million guests annually. Headquartered in San Francisco, California, Hornblower Group's additional corporate offices reside in Adelaide, Australia; Boston, Massachusetts; Chicago, Illinois; London, United Kingdom; New York, New York; Dublin, Ireland; and across Ontario, Canada. Hornblower Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90147) on February 21, 2024. In its petition, the Debtor reports estimated assets between $500 million and $1 billion and estimated liabilities between $1 billion and $10 billion. Honorable Bankruptcy Judge Marvin Isgur oversees the case. The Debtor is represented by Bryan Rochelle of Porter Hedges LLP. ICON AIRCRAFT: Equity Owner Asks Court to Toss Ex-CEO Claims ------------------------------------------------------------ Alex Wittenberg of Law360 reports that the majority equity owner of Icon Aircraft has asked a Delaware bankruptcy judge to reject a request by a group of investors including the company's former chief executive to continue prosecuting claims that it breached fiduciary duties, arguing those claims belong to the debtor instead. About ICON Aircraft Inc. ICON Aircraft, Inc., is an aircraft design and manufacturing company focused on the creation of consumer-friendly, safe, and technologically advanced aircrafts that make the adventure of flying more accessible to mainstream consumers. The Company's flagship production aircraft -- the ICON A5 -- is an amphibioussport plane. ICON Aircraft was founded in 2006 in response to the Federal Aviation Administration's ("FAA") establishment of the light-sport aircraft ("LSA") category and the sport pilot license ("SPL") class. ICON Aircraft and three of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Lead Case No. 24-10703, Bank. D. Del.) on April 4, 2024. On the petitions signed by Thomas M. McCabe as chief restructuring officer, the Debtors reported $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Hon. Craig T. Goldblatt presides over the cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP and Sidney Austin LLP as bankruptcy counsel. Stretto, Inc., is the Debtors' claims and noticing agent. IMPERIAL PACIFIC INTL: Creditors Oppose Total Liquidation --------------------------------------------------------- Kimberly B. Esmores of Saipan Tribune reports that Committee of creditors oppose complete liquidation of IPI. The committee of Imperial Pacific International (CNMI) creditors have filed a motion opposing the CNMI government's request to convert IPI's Chapter 11 Bankruptcy to a Chapter 7 Bankruptcy (essentially a complete dissolution of assets) stating a conversion does not benefit creditors. Aram Ordubegian, attorney for the committee of IPI creditors, has filed an opposition to the CNMI government's motion seeking to convert IPI's current Chapter 11 Bankruptcy to a Chapter 7 Bankruptcy. While a Chapter 11 Bankruptcy allows a petitioner to reorganize and restructure, a Chapter 7 Bankruptcy calls for complete liquidation of assets which could lead to a dissolution. "The Commonwealth's motion seeks conversion to Chapter 7. The Office of the United States Trustee recognizes conversion does not benefit creditors and is therefore not appropriate but cites its concern over the debtor's failure to maintain insurance and suggests dismissal of the case as punishment for that failure. Neither conversion nor dismissal is appropriate here," said Ordubegian. The committee instead is requesting that the NMI Bankruptcy Court deny the Commonwealth's motion, and as an alternative, appoint a Chapter 11 trustee if the debtor does not satisfy the sale milestones by the August 14, 2024 hearing date. According to the 16-page motion, Ordubegian argues that conversion virtually assures a fire sale of the debtor’s only asset, leaving creditors empty-handed, and dismissal would punish the creditors and benefit the debtor. "Instead, the motion should be denied, and the debtor should remain in Chapter 11, closely supervised by the committee. As previewed at the final debtor-in possession financing hearing on June 27, 2024, after numerous rounds of negotiation, the debtor has agreed, subject to written confirmation, to undertake a comprehensive court-supervised marketing process. Before any sale can occur, creditors of this estate must have the assurance that the debtor's assets and business have been thoroughly marketed and valued by an investment banker, so as to maximize recovery to general unsecured creditors, rather than being sold to insiders at a low-ball price," said Ordubegian. To ensure IPI honors its commitment, Ordubegian said the committee will have consultation and approval rights at every step of the entire marketing and sale process, including selecting and retaining an investment banker, establishing bidding procedures, reviewing and selecting bids, and closing a sale. "The debtor and the committee have begun the process of interviewing investment bankers with proven track records in selling distressed hotel and casino assets and the wherewithal to reach regional and international hotel investors and developers. Since then, the debtor and the committee have been conferring on the various proposals, comparing the compensation terms, and reviewing marketing plans. Before the hearing on the motion, the debtor, with the committee's approval, will seek to retain an investment banker with the requisite experience and qualifications to run a robust marketing process," he said. Ordubegian notes that the committee's representatives have been led by IPI's counsel to believe that the casino investor is buying into the proposed marketing and sale process, but there have been no written commitments to date from IPI regarding this process. "Given IPI's track record, the committee understands and acknowledges the Commonwealth's concern regarding the diminution of the estate if an exit is not consummated in the near term. Therefore, the committee proposes a more pragmatic alternative to conversion/dismissal that advances this case toward an exit: unless the debtor satisfies the sale milestones by the August 14, 2024 hearing on this motion, the committee will request that a Chapter 11 trustee be appointed under Section 1104(a) of the Bankruptcy Code at the hearing. If the Debtor does not adequately advance towards a sale as prescribed by the sale milestones, an independent fiduciary will stand ready to work with the committee to consummate a sale of the debtor's assets," said Ordubegian. Overall, given the protective measures established by the dommittee, and the availability of debtor-in-possession (DIP) financing to consummate a sale, Ordubegian said the facts and circumstances of this case simply do not warrant conversion or dismissal. "Indeed, conversion would nullify the progress made thus far by the dommittee, including the crucial negotiation and approval of the DIP credit facility and the progress of the sale process, and would increase administrative expenses. The result would be a fire sale conducted by a Chapter 7 trustee without the oversight of the committee. If conversion to Chapter 7 becomes necessary, it should be a Chapter 11 trustee who makes that decision. Similarly, dismissal would be ruinous for creditors and run counter to the purpose of Chapter 11 of maximizing the estate’s value and protecting creditor interests, as it would leave each creditor to its own devices to chase down the debtor outside of the Bankruptcy Court," he said. According to Saipan Tribune archives, last month, the CNMI government, through Office of the Attorney General Chief Solicitor Robert Glass Jr., filed a motion to convert IPI’s Chapter 11 Bankruptcy to a Chapter 7 Bankruptcy. Glass argues that based on public information available, IPI does not have the financial wherewithal to successfully proceed under Chapter 11 of the Bankruptcy Code. "The debtor has no business to reorganize, cannot show that there is a reasonable likelihood of rehabilitation, and has failed to maintain insurance. At the same time, the debtor seeks to encumber the bankruptcy estate with $7,000,000 in post-petition financing ($400,000 of which was allowed by this court's interim order, with the remaining amount to be decided at the final orders for first day motion's hearing on June 21,) putting the creditor body at a distinct disadvantage in the case. Neither the interests of the debtor's creditors nor its estate would be served by having the debtor continue to unnecessarily incur the expenses associated with a Chapter 11 reorganization. Accordingly, there is 'cause' under section 1112(b) of the Bankruptcy Code for the court to convert [IPI's case] to a case under Chapter 7 of the Bankruptcy Code," he said. About Imperial Pacific International (CNMI) Imperial Pacific is engaged in the gaming and resort business. Imperial Pacific International (CNMI), LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. N.M.I. Case No. 24-00002) on April 19, 2024. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The petition was signed by Howyo Chi as manager. Judge Ramona V. Manglona presides over the case. Charles H. McDonald, II, Esq. at Mcdonald Law Office, LLC, is the Debtor's counsel. IN PHAZE ELECTRIC INC: Starts Subchapter V Bankruptcy Process ------------------------------------------------------------- In Phaze Electric Inc. filed Chapter 11 protection in the Middle District of Florida. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 5, 2024 at 10:00 a.m. in Room Telephonically on telephone conference line: 877-801-2055. participant access code: 8940738#. About In Phaze Electric Inc. In Phaze Electric Inc. operates as a commercial electrical and maintenance services. The Company specializes in dry utility planning coordination, design, and construction services. Phazer Electric serves private developers, government agencies, utilities, builders, architects, and engineers in the United States. The Honorable Bankruptcy Judge Lori V. Vaughan handles the case. The Debtor is represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com INSPIRED GIFTS: Seeks to Hire Hammond Law Firm as Counsel --------------------------------------------------------- Inspired Gifts & Graphics, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Hammond Law Firm as counsel to handle its Chapter 11 case. The firm will assist all matters relating to the bankruptcy estate, In re: Inspired Gifts & Graphics, LLC, Debtor. The firm will be paid at these rates: Attorneys $450 per hour Legal assistants and Law clerks $80 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary D. Hammond, Esq., a partner at Hammond Law Firm, 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: Gary D. Hammond Hammond Law Firm 512 Nw 12th Street Oklahoma City, OK 73103 Tel: (405) 216-0007 Fax: (405) 232-6358 Email: Gary@okatty.com Email About Inspired Gifts & Graphics, LLC Inspired Gifts & Graphics, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-11807) on June 28, 2024, listing under $1 million in both assets and liabilities. Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC represents the Debtor as bankruptcy counsel. ISUN INC: Gets Court Approval to Auction the Company in Bankruptcy ------------------------------------------------------------------ Steven Church of Bloomberg News reports that iSun Inc., a publicly traded solar energy company, won court permission to auction itself in bankruptcy with an opening bid from a Texas firm that specializes in energy deals. Competing offers are due by July 22, 2024 under rules that US Bankruptcy Judge Thomas M. Horan said on Monday, July 8, 2024, he would approve once lawyers submit final court documents. Under its opening bid, an affiliate of Siltstone Capital agreed to pay at least $10 million in cash and assume some of iSun's debts; the total value is about $12.6 million, Ryan Bartley, a lawyer for, Siltstone's affiliate, Clean Royalties said. About iSun, Inc. iSun, Inc. (d/b/a iSun) is a provider of solar energy services and infrastructure. The Debtor's services include solar, storage and electric vehicle infrastructure, design, development and professional services, engineering, procurement, installation, O&M and storage. iSun, Inc. and 11 of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11144) on June 3, 2024. In the petition signed by Jeff Peck as president and CEO, iSun, Inc. disclosed $0 to $50,000 in assets and liabilities. Judge Thomas M. Horan oversees the cases. Gellert Seitz Busenkell & Brown LLC represents the Debtors as general reorganization counsel. England & Debtor represents the Debtors as investment banker and advisor. EPIQ Corporate Restructuring LLC serves as the Debtors' claims and noticing agent. JONES COMMODITIES: Hires Olsen Taggart PLLC as Counsel ------------------------------------------------------ Jones Commodities, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to employ Olsen Taggart PLLC as counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties under Chapter 11, subchapter V; b. assist the Debtor in preparing and confirming Chapter 11 Plan; c. prepare on behalf of Debtor all necessary applications, answers, orders, reports, and any other legal papers required by the Court and/or necessary for successful completion of the Chapter 11, subchapter V case; and d. perform all other necessary legal services on behalf of Debtor. The firm will be paid at $275 per hour. The firm will be paid a retainer in the amount of $7,624. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven L. Taggart, Esq., a partner at Olsen Taggart 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: Steve Taggart, Esq. Olsen Taggart PLLC 1449 E. 17th Street, Ste A Idaho Falls, ID 83404 Tel: (208) 552-6442 Email: staggart@olsontaggart.com About Jones Commodities, LLC Jones Commodities, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-40345) on June 21, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Cameron Smith, manager, signed the petition. Steve Taggart, Esq., at Olsen Taggart, PLLC represents the Debtor as legal counsel. JUS DOORS: Daniel Bruton Named Subchapter V Trustee --------------------------------------------------- John Paul Cournoyer, the U.S. Bankruptcy Administrator for the Middle District of North Carolina, appointed Daniel Bruton as Subchapter V trustee for JUS Doors, Inc. Mr. Bruton will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Bruton declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. About JUS Doors JUS Doors, Inc. offers full design, fabrication, installation, service and maintenance of four fold doors, hangar doors, and custom doors across the U.S., Canada, and Mexico. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-10432) on July 12, 2024, with $2,394,917 in assets and $1,822,045 in liabilities. Michael Peters, president, signed the petition. Dirk W. Siegmund, Esq., at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP represents the Debtor as legal counsel. JW'S AT THE MALLARD: Hires Natural State Law PLLC as Counsel ------------------------------------------------------------ JW's At The Mallard, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern and Western District of Arkansas to employ Natural State Law, PLLC as counsel. The firm will provide these services: a. represent the Debtor with regard to the filing of its Chapter 11 petition, schedules, and statements and in the prosecution of its Chapter 11 case with respect to Debtor's powers and duties as a Debtor-in-Possession; and b. perform all legal services for the Debtor which may be necessary in connection with the Debtor's Chapter 11 case. The firm will be paid at the rate of $250 per hour. The firm was paid a retainer in the amount of $4,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William F. Godbold, IV, Esq., a partner at Natural State Law, 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 F. Godbold, IV Natural State Law, PLLC 8201 Ranch Blvd. Ste. B-1, Little Rock, AK 72223 Tel: (501) 916-2878 About JW's At The Mallard, LLC JW's at the Mallard, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-12156) on July 1, 2024, with $50,001 to $100,000 in both assets and liabilities. Judge Phyllis M. Jones presides over the case. William F. Godbold, IV, Esq., at Natural State Law, PLLC represents the Debtor as legal counsel. K9 CONSULTANTS: Hires Blanchard Law P.A. as Attorney ---------------------------------------------------- K9 Consultants SPV, I, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Blanchard Law, P.A. as attorney. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in-Possession in the continued operation of its business and management of its property; if appropriate b. prepare, on the behalf of your applicant, necessary applications, answers, orders, reports, complaints, and other legal papers and appear at hearings therein; and c. perform all other legal services for Debtor as Debtor-in-Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Jake Blanchard $350 per hour Associate Attorney $300 per hour Paralegal $100 per hour The firm will be paid a retainer in the amount of $6,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jake Blanchard, a partner at Blanchard Law, 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 through: Jake C. Blanchard, Esq. Blanchard Law, PA 8221 49th Street N. Pinellas Park, FL 33781 Telephone: (727) 531-7068 Facsimile: (727) 535-2068 Email: jake@jakeblanchardlaw.com About K9 Consultants SPV, I, LLC K9 Consultants is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of real property located 551 NE 200th Avenue, Williston, Florida 32696 valued at $1.8 million. K9 Consultants SPV I, LLC in Williston, FL, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Fla. Case No. 24-10121) on June 7, 2024, listing $1,800,000 in assets and $2,326,000 in liabilities. Michael Sichenzia as special manager, signed the petition. BLANCHARD LAW, P.A. serve as the Debtor's legal counsel. KIDWELL GROUP: Hires Hale Hale & Jacobson as Special Counsel ------------------------------------------------------------ The Kidwell Group LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Hale, Hale & Jacobson, PA, as Special Litigation Counsel. The Debtor needs the firm's legal assistance in connection with the following cases: 1. Air Quality Assessors of Florida a/a/o Alvina Wilkinson v. Citizens Property Insurance Company; 2. Air Quality Assessors of Florida a/a/o Cecil Sierra v. American Integrity Insurance Company of Florida; 3. Air Quality Assessors of Florida a/a/o Christy Hill v. Peoples Trust Insurance Company; 4. Air Quality Assessors of Florida a/a/o Dena Starling v. United Property and Casualty Insurance Company; 5. Air Quality Assessors of Florida a/a/o Dennis Musgraves v. Peoples Trust Insurance Company; 6. Air Quality Assessors of Florida a/a/o Fabio Ruiz v. American Integrity Insurance Company of Florida; 7. Air Quality Assessors of Florida a/a/o Irene Munoz v. American Integrity Insurance Company of Florida; 8. Air Quality Assessors of Florida a/a/o Ivan Pereira v. FedNat; 9. Air Quality Assessors of Florida a/a/o M. Cardona-Garcia v. American Integrity Insurance Company of Florida; 10. Air Quality Assessors of Florida a/a/o Roger Jackson v. Universal Property & Casualty Insurance Company; and 11. Air Quality Assessors of Florida a/a/o Victoria Countess v. United Property and Casualty Insurance Company. The firm will be paid a contingency fee of 40 percent of recovery. The firm is owed $7,335.95 for services rendered through April 25, 2024. Tyler J. Chasez, Esq., a partner at Hale, Hale & Jacobson, PA, 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: Tyler J. Chasez, Esq. Hale, Hale & Jacobson, PA 2876 South Osceola Avenue Orlando, FL 32806 Tel: (407) 425-4640 About The Kidwell Group LLC The Kidwell Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02024) on April 25, 2024. In the petition signed by Richard L. Kidwell, manager, the Debtor disclosed up to $50 million in assets and up to $1 million in liabilities. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. KRONOS WORLDWIDE: LPC Transaction No Impact on Moody's 'B1' CFR --------------------------------------------------------------- Moody's Ratings says Kronos Worldwide, Inc.'s ("Kronos") B1 Corporate Family Rating, B1-PD Probability of Default Rating and the B2 rating on the existing senior secured notes issued by Kronos International Inc. remain unchanged following its announced acquisition of 50% stake in Louisiana Pigment Company LP ("LPC"). Kronos' Speculative Grade Liquidity ("SGL") Rating remains at SGL-2. The ratings outlook on both Kronos Worldwide, Inc. and Kronos International Inc. ("KII") are negative. LPC is a joint venture currently 50% owned by Kronos and 50% by Venator Materials PLC (Caa1 stable). LPC operates a chloride process TiO2 plant located near Lake Charles, Louisiana. Following the acquisition, LPC will be a wholly-owned subsidiary of Kronos. Kronos will make an upfront cash payment of $185 million (subject to working capital adjustments) and a potential earn-out payment of up to $15 million. Concurrently, Kronos amended its asset-based revolving credit facility to $300 million due 2029 from $225 million due 2026, including LPC in the borrowing base. Management also announced to cut dividends to $0.05 per share starting Q3 2024, vs. $0.19 per share in Q2 2024. Moody's expect Kronos' adjusted debt leverage will be close to four times post this acquisition, assuming the acquisition will be largely funded by debt and Kronos is on track to significantly improve its earnings in 2024 from last year's trough. The announced dividends cut will allow the company to use free cash flow to reduce debt in future. Kronos' sales and earnings grew significantly in the first half of 2024, as customer demand improved across all major markets and cost reduction has been realized. The end of destocking, lower energy costs in Europe and market share gains helped improve Kronos' operating performance from last year's low point, although weak economic growths in Europe and China and still-high interest rates in the US keep TiO2 demand below historical norms. The acquisition will strengthen Kronos' business profile in the long term. LPC will expand Kronos' footprint in North America, increase its market share, create business synergies and contribute additional earnings with low business integration risk. Moody's expect management to maintain good liquidity given the cyclical nature of TiO2 business. Kronos had total liquidity of about $365 million, including about $140 million cash on hand and $225 million available ABL revolver, at the end of Jun 2024. The expanded revolver has increased the company's liquidity by $75 million to $440 million. Moody's expect improved earnings will lead to positive free cash flow in 2024. Krono's revolver will be due on the earlier of (1) April 2026 and (2) 90 days prior to the September 2025 maturity of the outstanding EUR75 million notes. Management will also explore additional financing opportunities. The negative outlook reflects the increase in overall debt shortly after earnings improvement, the large swings in its earnings in recent quarters and the maturity of EUR75 million notes in September 2025. A downgrade could be triggered by negative free cash flow in multiple quarters or less than $100 million of available liquidity. An upgrade would require a lower level of debt and more conservative financial policies, considering significant earnings volatility. Adjusted financial leverage below 2.5x and retained cash flow to debt above 20%, assuming mid-cycle TiO2 prices, would support an upgrade. Kronos Worldwide, Inc. ("Kronos"), headquartered in Dallas, TX, is a producer of titanium dioxide ("TiO2") pigments and is the fifth largest producer of TiO2 in the world. As of June 30, 2022, Valhi Inc. (NYSE: VHI) directly held approximately 50% of KRO's outstanding common stock and NL Industries, Inc. (NYSE: NL, 83% owned by VHI), held an additional 31% of KRO's common stock. Approximately 92% of Valhi's stock is held by Contran Corporation. Kronos operates six plants (four in Europe operated under Kronos International Inc. ("KII"), one in the U.S., one in Canada) and reported revenues of $1.7 billion in 2023. LANDMARK COMMERCIAL: Claims to be Paid from Exit Financing ---------------------------------------------------------- Landmark Commercial Centers Development Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a First Amended Disclosure Statement describing Plan of Reorganization dated July 8, 2024. The Debtor is a corporation duly registered before Puerto Rico's Department of State identified as entity number 150866 since March 4, 2005. The Debtor's principal asset is two parcels of land described on Debtor's Schedule A/B on which Debtor currently has established a mining business, specifically for gravel, on a designated permitted area and for which the other parcel is to be destined to the development of a strip mall shopping center. The parcels of land are described as follows: * Parcel of land for future development of approximately 16.0 cuerdas located at Guamá Ward, San German, Puerto Rico registered as Land #19,457; Folio 91; Tomo 611, Property Registry, Section of San Germán. Hereafter, "Property A." * Lot Remanent for the use of a gravel operation of approximately 49.3738 cuerdas located at Guamá Ward, San German, Puerto Rico, Land #783; Folio 104; Tomo 13 – Property Register Section San Germán. Hereafter, "Property B." The Debtor's current principal business is a mining operation focused at the moment on gravel as well as future commercial development. Particularly, on Property B on which the Debtor manages the gravel operation, the Department of Natural and Environmental Resources for the Commonwealth of Puerto Rico ("DRNA" by its abbreviation in the Spanish language) through the Puerto Rico Department of Commercial Development and Commerce, Office of Permits ("OGPe") by its abbreviation in the Spanish language), has granted a formal permit for the extraction of material that is valid until the year 2027. The Debtor filed its voluntary petition in a good faith effort to comply with all obligations, while implementing its reorganization strategies within a cohesive and structured proceeding which may maximize these efforts and entail a benefit for the Debtor, the Estate, creditors, and parties in interest. The Debtor anticipates that the best feasible alternative for funding its Plan of Reorganization is through an exit financing to be provided by the entity Access Group, LLC in juncture with the continued operations of the Debtor's business, the development of the commercial property for the construction of a food court mall at Property A and the operation of the Quarry operation at Property B. Class 4 consists of General unsecured creditors considering those listed by the Debtor, those who filed a proof of claim as unsecured, those secured creditors whose claims are in excess of the scheduled value of the collateral, or those who after Debtor's efforts have agreed to be considered part of their claim as unsecured, are included in this class. The debt under this class has been estimated by Debtor in the amount of $5,463,977. This class is impaired. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees a to less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of each Allowed General Unsecured Claim and of and in exchange for each Allowed General Unsecured Claim, each such Holder shall be paid as follows: * On the effective date of the plan allowed claimants shall receive from the Debtor: -- An initial lump sum payment to be paid on the effective date of the plan for 20% of the allowed principal balance owed on each claim. -- and (4) consecutive yearly payments of 20% of the allowed principal balance owed on each claim to be paid no later with date of payment to be fixed on the effective date. Class 5 consists of Equity Security Interest Holders. Creditors under this class will not receive any payment. The equity security holder will retain His interest on the reorganized entity and shall remain as designated officer in charge of the Reorganized Debtor. This class as proponent will not vote for the Plan. At present, Debtor's operations have generated receivables, but Debtor has not perceived the income from the parties of the executory contracts disclosed in Schedule G. Both CH Heavy Transport Inc. and Jorge L. Sánchez Soler, Eng. are currently extracting material on Debtor's property and have not made payments as both depend on payment for works provided from government agencies who in turn such parties have contracts with. The Debtor is currently assessing the need to take extrajudicial and/or judicial action regarding the lack of payment. In the meantime, Debtor's Plan shall be sustained by funds to be provided by an exit financing being pursued by Debtor's principal through the third party Access Group LLC and the increased operation of the Quarry at Property B. A full-text copy of the First Amended Disclosure Statement dated July 8, 2024 is available at https://urlcurt.com/u?l=kGiAdF from PacerMonitor.com at no charge. Landmark Commercial Centers Development Inc., is represented by: Wigberto Lugo Mender, Esq. LUGO MENDER GROUP, LLC 100 Carr. 165, Suite 501 Guaynabo, PR 00968-8052 Telephone: (787) 707-0404 Facsimile: (787) 707-0412 Email: a_betancourt@lugomender.com About Landmark Commercial Centers Development Landmark Commercial Centers Development Inc. is primarily engaged in renting and leasing real estate properties. Landmark Commercial Centers Development filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-03338) on Oct. 16, 2023. The petition was signed by Jose A. Feliciano-Ruiz as president. At the time of filing, the Debtor disclosed $6,555,072 in assets and $8,609,063 in liabilities. Judge Edward A Godoy presides over the case. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, is the Debtor's counsel. LAVIE CARE: Hires Troutman Pepper Hamilton Sanders LLP as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Lavie Care Centers, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Troutman Pepper Hamilton Sanders LLP as counsel. The firm will provide these services: a. advise the Committee with respect to its rights, duties and powers in these cases; b. assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and the operation of the Debtors' businesses. e. assist the Committee in its analysis of, and negotiations with the Debtors or any other third parties concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtors; f. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in this case; g. represent the Committee at all hearings and other proceedings; h. review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; i. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and j. perform such other services as may be required and which 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 and Counsel $750 to $1,800 per hour Associates $640 to $930 per hour Paraprofessionals $240 to $480 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Troutman Pepper responds to the questions set forth in Section D of the U.S. Trustee Guidelines, as follows: (a) Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Except for certain agreed discounts, Troutman Pepper did not otherwise agree to a variation of its standard or customary billing arrangement for this engagement. (b) Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases. (c) Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post petition, explain the difference and the reasons for the difference. Response: Troutman Pepper did not represent the Committee in the 12 months prepetition. (d) Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Given the very recent involvement of Troutman Pepper in this case, Troutman Pepper and the Committee are still developing an initial budget and staffing plan, which is expected to cover the first four months of the case. Francis J. Lawall, Esq., a partner at Troutman Pepper Hamilton Sanders 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: Francis J. Lawall, Esq. Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Tel: (215) 981-4481 Email: francis.lawall@troutman.com About Lavie Care Centers, LLC LaVie Care Centers, LLC is the parent company of skilled nursing facility operators and providers, with facilities primarily located in Mississippi, North Carolina, Pennsylvania and Virginia. The company operates 43 licensed facilities, with 4,300 beds, providing short-term rehabilitation, comprehensive post-acute care, and long-term care to its residents. On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 24-55507), before Judge Paul Baisier in Atlanta. The Debtors tapped McDermott Will & Emery, LLP as legal counsel; Stout Capital, LLC as investment banker; and Ankura Consulting as financial advisor. M. Benjamin Jones, senior managing director at Ankura, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims agent, and maintains the page http://www.kccllc.com/LaVie The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. LEXARIA BIOSCIENCE: CFO Cabatuan Resigns, Shifts to Strategic Role ------------------------------------------------------------------ Lexaria Bioscience Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective on July 15, 2024, Mr. Nelson Cabatuan resigned from his position as the Company's Chief Financial Officer in order to focus his attention on corporate finance and strategic industry relationships for Lexaria as its Chief Strategic Financial Advisor. Mr. Cabatuan's resignation is not due to any disagreement with the Company or any matter relating to the Company's operations, financial statements, internal controls, auditors, policies or practices. Pursuant to his resignation as CFO, effective on July 15, the 150,000 unvested options that were issued as part of Mr. Cabatuan's 200,000 option issuance as CFO will expire and be returned to the Company's Incentive Equity Compensation Plan for reissuance. In addition, Mr. Cabatuan has agreed to reduce the term of his vested 50,000 options from March 15, 2029 to July 15, 2026. About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients using its patented DehydraTECH drug delivery tecnnology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. Lexaria Bioscience incurred a net loss of $6.71 million for the year ended Aug. 31, 2023, a net loss of $7.38 million for the year ended Aug. 31, 2022, a net loss and comprehensive loss of $4.19 million for the year ended Aug. 31, 2021, a net loss and comprehensive loss of $4.08 million for the year ended Aug. 31, 2020, and a net loss and comprehensive loss of $4.16 million for the year ended Aug. 31, 2019. As of Feb. 29, 2024, the Company had $6.35 million in total assets, $204,203 in total liabilities, and $6.15 million in total stockholders' equity. The Company expects to continue to incur significant operational expenses and net losses in the upcoming 12 months. Its net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of its research and development (R&D) studies and corporate expenditures, additional revenues received from the licensing of its technology, if any, and the receipt of payments under any current or future collaborations it may enter into. The recurring losses and negative net cash flows raise substantial doubt as to the Company's ability to continue as a going concern. LEXARIA BIOSCIENCE: Incurs $1.78 Million Net Loss in Third Quarter ------------------------------------------------------------------ Lexaria Bioscience Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.78 million on $84,000 of revenue for the three months ended May 31, 2024, compared to a net loss of $2.38 million on $77,707 of revenue for the three months ended May 31, 2023. For the nine months ended May 31, 2024, the Company reported a net loss of $3.62 million on $380,278 of revenue, compared to a net loss of $5.46 million on $195,467 of revenue for the nine months ended May 31, 2023. As of May 31, 2024, the Company had $10.02 million in total assets, $271,375 in total liabilities, and $9.75 million in total stockholders' equity. Since inception, the Company has incurred significant operating and net losses. Net losses attributable to shareholders were $3.6 million and $5.5 million for the nine-months ended May 31, 2024, and 2023, respectively. As of May 31, 2024, the Company had an accumulated deficit of $49.4 million. "We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our research and development (R&D) studies and corporate expenditures, additional revenues received from the licensing of our technology, if any, and the receipt of payments under any current or future collaborations we may enter into. The recurring losses and negative net cash flows raise substantial doubt as to the Company's ability to continue as a going concern," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1348362/000164033424001091/lxrp_10q.htm About Lexaria Headquartered in Kelowna BC Canada, Lexaria Bioscience Corp. -- www.lexariabioscience.com -- is a biotechnology company developing the enhancement of the bioavailability of a broad range of fat-soluble active molecules and active pharmaceutical ingredients ("APIs") using its patented DehydraTECHTM drug delivery technology. DehydraTECH combines lipophilic molecules or APIs with specific long-chain fatty acids and carrier compounds that improve the way they enter the bloodstream, increasing their effectiveness and allowing for lower overall dosing while promoting healthier oral ingestion methods. LILIUM N.V.: Falls Short of Nasdaq's Minimum Bid Price Requirement ------------------------------------------------------------------ Lilium N.V. announced that on July 11, 2024 it received a written notice from The Nasdaq Stock Market LLC that the Company is not in compliance with the minimum bid price requirement of US$1.00 per share set forth in Nasdaq Rules for continued listing on Nasdaq. Based on the closing bid price of the Company's Class A Shares for the last 30 consecutive business days from May 24, 2024 to July 9, 2024, the Company no longer meets the minimum bid price requirement set forth in the Listing Rules. The Company has been provided 180 calendar days, or until Jan. 7, 2025, to regain compliance with the Listing Rules. To regain compliance, the Company's Class A Shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. The Notice is not expected to have any impact on the Company's business operations or listing of the Company's Class A Shares, which will continue to be listed and traded on Nasdaq. The Company intends to monitor the closing bid price of its Class A Shares and will, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of its Class A Shares, to regain compliance with the minimum bid price requirement under the Listing Rules. 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. LODGING ENTERPRISES: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------------- The U.S. Trustee for Region 20 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Lodging Enterprises, LLC. The committee members are: 1. American Hotel Income Properties REIT LP Travis Beatty, Chief Financial Officer 810-925 West Georgia St. Vancouver, BC, V6Z 2R3 (604) 633-2878 tbeatty@ahipreit.com 2. Rub a Tub Tub Erik Gonzalez, Owner P.O. Box 220061 El Paso, TX 79913 (915) 820-5395 rubatubrepair@gmail.com 3. Baymont Franchise Systems, Inc. Kelly Krug, Assistant Secretary and VP of Litigation 22 Sylvan Way Parsippany, NJ 07054 (973) 753-6757 kelly.krug@wyndham.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 Lodging Enterprises Founded in 1984, Lodging Enterprises, LLC, a company in Wichita, Kansas, offers a full suite of crew accommodations, specializing in 24-hour food, lodging and hospitality services. A large segment of the company's clientele are composed of railroad, and other transportation-industry workers for whom it is essential that lodging is available. The company owns and operates 44 Wyndham-branded hotels and 27 restaurants located in 23 states across the country. Lodging Enterprises filed Chapter 11 petition (Bankr. D. Kansas Case No. 24-40423) on June 26, 2024, with $100 million to $500 million in both assets and liabilities. The Debtor tapped Seigfreid & Bingham, P.C. and Hunton Andrews Kurth, LLP as legal counsels; Ankura Consulting Group, LLC as financial advisor; and Kroll Restructuring Administration, LLC as noticing and claims administrator. LOUISIANA LOCAL: Moody's Cuts Rating on 2019A Revenue Bonds to B2 ----------------------------------------------------------------- Moody's Ratings has downgraded to B2 from B1 the rating on the Louisiana Local Government Environmental Facilities and Community Development Authority's Student Housing Revenue Bonds (Provident Group - ULM Properties LLC - University of Louisiana at Monroe Project) Series 2019A ("ULM Properties") (the "Bonds"). In addition, the outlook has been revised to stable from negative. RATINGS RATIONALE The downgrade is based on a multiyear trend of less than adequate financial performance that is expected to continue and will result in exposure to further draws on the debt service reserves. Project revenues have been affected by low occupancy (86% in spring 2024), which is expected to continue due to on-going enrollment challenges at the university. As a result, debt service coverage levels, which were at or slightly below 1.00x in recent years, will remain weak. To date, management's inability to materially improve the project's demand or financial operations has continued to weaken the overall credit profile of ULM Properties. RATING OUTLOOK The stable outlook reflects the project's maintenance of adequate liquidity despite the low current occupancy of the project. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Upgrade is unlikely in the near term due to continued weak occupancy levels FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Prolonged sub-par occupancy and rental income levels -- Weak financial performance as measured by sustained debt service coverage levels of below 1.00x and material decline in project liquidity to cover shortfalls. LEGAL SECURITY Project revenues constitute the primary source of revenue securing the bonds. The bond trustee will also have a security interest in various funds, such as the Bond Fund, Debt Service Reserve Fund, and the Repair and Replacement Fund, as provided by the Trust Agreement. USE OF PROCEEDS Not Applicable PROFILE Provident Group - ULM Properties, LLC, is a single member LLC (the "Borrower") of which Provident Resources Group Inc., a non-profit corporation is the sole member. The Borrower was formed for the purpose of developing, constructing, owning and operating student housing. The Borrower will issue the tax-exempt bonds to construct the Project and fund the required reserves under the Trust Indenture. METHODOLOGY The principal methodology used in this rating was Global Housing Projects published in June 2017. LSF12 BADGER: Moody's Cuts CFR & First Lien Loans to 'B3' --------------------------------------------------------- Moody's Ratings downgraded LSF12 Badger Bidco, LLC's ("CentroMotion") corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. Concurrently, Moody's downgraded the ratings on the company's senior secured first lien bank credit facilities to B3 from B2. The outlook is stable. "The ratings downgrade reflects the significant shortfall in CentroMotion's financial performance relative to Moody's expectations. The downgrade also incorporates Moody's expectation that the company's agricultural and transportation markets will continue to experience headwinds over the balance of 2024 and into 2025. This will lead to an across the board weakening of credit metrics," said Eoin Roche, Moody's Ratings Senior Vice President. RATINGS RATIONALE The B3 CFR reflects the company's modest scale, moderately high financial leverage and vulnerability to cyclical end markets. CentroMotion has heavy exposure to sectors such as agriculture, commercial vehicles, mining and industrial markets. Moody's expect most of these markets to face significant headwinds over the next 12 months. This will weigh on sales and earnings and result in a weakening of CentroMotion's credit metrics. Moody's expect debt-to-EBITDA of 4.8x as of March 2024 to weaken meaningfully over the balance of 2024 and into 2025. Moody's recognize the mission-critical nature of the company's products with high switching costs given the qualification and certification requirements for OEM designs. The company benefits from its diverse geographical footprint, serving blue chip customers with more than 80% of revenue from multiyear programs and 75% of revenue being sole-sourced. The company also has good competitive standing in the markets that it serves and has a well-established long-term relationship with its customers. The stable outlook reflects Moody's expectation that CentroMotion's moderate financial leverage and adequate liquidity will allow the company to absorb near-term earnings pressure. Moody's expect CentroMotion to have adequate liquidity over the next 12 months. Cash as of March 2024 was $60 million. The company has no near-term principal obligations and mandatory amortization on term debt is modest at around $5 million per annum. Moody's anticipate limited cash generation over the next 12 months and expect free cash flow to be modestly negative-to-flat during 2024. External liquidity is provided by a $100 million revolving credit facility that expires in 2028. The revolver was undrawn as of March 2024. The facility contains a springing first lien net leverage ratio that comes into effect if usage exceeds 35%. Moody's do not expect the covenant to be triggered over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's see evidence of stabilization in CentroMotion's end markets and debt-to-EBITDA approaching 4.5x. The ratings could also be upgraded if EBITDA/interest is greater than 1.5x or if there is a sustained improvement in the company's quality of earnings. The ratings could be downgraded if debt/EBITDA is sustained above 6.5x or if liquidity weakens such that free cash flow is consistently negative. Headquartered in Waukesha, Wisconsin, CentroMotion designs and manufactures high-engineered motion, actuation and control solutions for commercial vehicles, agriculture, automotive and industrials. Revenue for the twelve months ended March 2024 was $908 million. The principal methodology used in these ratings was Manufacturing published in September 2021. LUCKY NUMBER SEVEN: Hits Chapter 11 Bankruptcy in California ------------------------------------------------------------ Lucky Number Seven Inc. files Chapter 11 protection in the Central District of California. According to court documents, the Debtor reports $920,079 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 9, 2024 at 10:00 a.m. in Room Telephonically on telephone conference line: 1-866-811-2961. participant access code: 9609127. About Lucky Number Seven Inc. Lucky Number Seven Inc. owns two properties in Bernardino, CA having a total comparable sale value of $1.07 million. Lucky Number Seven Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-15263) on July 2, 2024. In the petition filed by Micaiah James Ernest Barber, as chief executive officer, the Debtor reports total assets of $1,241,211 and total liabilities of $920,079. The Debtor is represented by: Anthony O. Egbase, Esq. A.O.E. LAW & ASSOCIATES, APC 800 W. 1st Suite 400 Los Angeles, CA 90012 Tel: (213) 620-7070 Fax: (213) 620-1200 .Email: info@aoelaw.com LUXURY FLUSH: Hires Koegle Law Group APC as Special Counsel ----------------------------------------------------------- Luxury Flush, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Koegle Law Group, APC as special counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 22 STCV 27 446) filed in the Superior Court in the State of California, Los Angeles County. 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 of $15,000. Brian Koegle, a partner at Koegle Law Group, APC, 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 Koegle Koegle Law Group, APC 27240 Turnberry Ln #200 Valencia, CA 91355 Tel: (661) 362-0813 About Luxury Flush Luxury Flush, LLC provides a variety of luxury porta potty restroom rentals, perfect for weddings, corporate events, home remodels, production and film, construction, and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10426) on March 18, 2024. In the petition signed by Natalie Downey, managing member, the Debtor disclosed $5,939,856 in assets and $3,097,630 in liabilities. Judge Martin R Barash oversees the case. Steven R. Fox, Esq., at THE FOX LAW CORPORATION INC., represents the Debtor as legal counsel. MASSAGE TOOLS: Seeks to Hire Husch Blackwell LLP as Counsel ----------------------------------------------------------- Massage Tools LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Husch Blackwell LLP as counsel. The firm will provide these services: a. provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession; b. take all necessary action to protect and preserve the Debtors' estate; c. prepare on behalf of the Debtors all necessary motions, answers, orders, objections, and other legal papers in connection with the administration of their estates herein; d. assist the Debtors in preparing for and filing a joint Subchapter V plan; e. represent the Debtors in connection with the administration of the Debtors' estates; f. perform any and all other legal services for the Debtors in connection with the Chapter 11 case; g. appear before this Court, any appellate courts, and the United States Trustee and protect the interests of the Debtors' estates before those Courts and the United States Trustee; and h. perform such legal services as the Debtors may request with respect to any matter. The firm will be paid at these rates: Partners $400 to $925 per hour Associates $290 to $550 per hour Paralegals $160 to $370 per hour The firm received a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lynn Hamilton Butler, Esq., a partner at Husch Blackwell 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: Lynn Hamilton Butler, Esq. Husch Blackwell LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 479-9758 Fax: (512) 479-1101 Email: lynn.butler@huschblackwell.com About Massage Tools LLC The Debtor specializes in offering professional-grade massage, spa, and medical products to practitioners. Massage Tools LLC in Austin, TX, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 24-10693) on June 20, 2024, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Benjamin Hardee as sole member and manager, signed the petition. Judge Shad Robinson oversees the case. HUSCH BLACKWELL LLP serve as the Debtor's legal counsel. MERCON COFFEE GROUP: Defends Chapter 11 Employee Releases --------------------------------------------------------- Clara Geoghegan of Law360 Bankruptcy Authority reports that bankrupt coffee supplier Mercon Coffee Group defended employee releases in its Chapter 11 liquidation plan, telling a New York bankruptcy court that Section 503(c) of the Bankruptcy Code limits payment of administrative expenses to insiders, not release of claims. About Mercon Coffee Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. It is headquartered in the Netherlands and has offices around the globe. Mercon and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by its chief restructuring officer, Harve Light, Mercon reported $100 million to $500 million in both assets and liabilities. Judge Michael E. Wiles oversees the cases. The Debtors tapped Baker & McKenzie, LLP and Chipman Brown Cicero & Cole, LLP as bankruptcy counsels; Dentons Nicaragua, S.A. and Resor N.V. as special counsels; Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial advisor and investment banker; Harve Light of Riveron Management Services, LLC as chief restructuring officer. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. O'Melveny & Myers, LLP and Ankura Consulting Group, LLC serve as the committee's legal counsel and financial advisor, respectively. MILWAUKEE INSTRUMENTS: Bankruptcy Official Unable to Form Committee ------------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Eastern District of North Carolina disclosed in a filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Milwaukee Instruments, Inc. About Milwaukee Instruments Milwaukee Instruments Inc. -- https://milwaukeeinstruments.com/ -- is a manufacturer of electrochemical instrumentation for water analysis. The company helps hydroponics and greenhouse growers, winemakers, brewers, pool service technicians, educators and others. Its instruments are manufactured in Europe. Milwaukee Instruments filed Chapter 11 petition (Bankr. E.D. N.C. Case No. 24-01757) on May 27, 2024, with total assets of $990,527 and total liabilities of $38,511,176. Carl Silvaggio, president, signed the petition. Judge David M. Warren oversees the case. The Debtor tapped John A. Northen, Esq., at Northen Blue, LLP as bankruptcy counsel; PKF Clear Thinking, LLC as financial advisor; and Williams Overman Pierce, LLP as accountant. MMA LAW: Committee Hires Kane Russell Coleman Logan as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of MMA Law Firm, PLLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kane Russell Coleman Logan PC as counsel. The firm's services include: a. providing the Committee with legal advice concerning its duties, powers and rights in relation to the Debtor and the administration of the Debtor's bankruptcy case; b. assisting the Committee in the investigation of the acts, conduct, assets, and liabilities of the Debtor and any other matters relevant to the case or to the formulation of a plan of reorganization or liquidation; c. assisting the Committee and Debtor in the formulation of a Chapter 11 plan, or if appropriate, to formulate the Committee's own plan of reorganization or liquidation; d. taking such action necessary to preserve and protect the rights of all of the Debtor's unsecured creditors; e. investigating potential causes of action against third parties for the benefit of the Debtor's bankruptcy estate; f. preparing on behalf of the Committee all necessary applications, pleadings, adversary proceedings, answers, reports, orders, responses, and other legal documents; g. investigating and analyzing liens, security interests and similar actions applicable to purported secured creditors; h. participating in Bidding Procedures, Sale Hearings, any proposed Auction and related activities; i. conducting appropriate discovery and investigations into the Debtor's operations, valuation of assets, lending relationships, management, Debtor's affiliates, and causes of action; and j. performing all other legal services which may be necessary and in the best interests of the unsecured creditors of the Debtor's estate. The firm will be paid at these rates: Joseph Coleman (Director) $850 per hour Michael Ridulfo (Director) $625 per hour John Kane (Director) $625 per hour William Hotze (Senior Attorney $525 per hour Kyle Woodard (Associate) $490 per hour JaKayla DaBera (Associate) $415 per hour Directors $405 to $850 per hour Associates $325 to $580 per hour Paralegals $180 to $295 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph Coleman, Esq., a partner at Kane Russell Coleman Logan PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph Coleman, Esq. Kane Russell Coleman Logan PC 3700 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201 Tel: (214) 777-4200 Fax: (214) 777-4299 About MMA Law Firm MMA Law Firm PLLC is a law firm specializing in insurance claim management, negotiation, and litigation. MMA Law Firm PLLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31596) on April 9, 2024. In the petition signed by Zach Moseley, as managing member, the Debtor estimated assets between $100 million and $500 million and estimated liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Johnie Patterson, Esq. at Walker & Patterson, P.C. MONTANA TUNNELS: Court Rejects Conversion Bid, Dismisses Case ------------------------------------------------------------- The Honorable Benjamin P. Hursh of the United States Bankruptcy Court for the District of Montana dismissed Montana Tunnels Mining, Inc.'s Chapter 11 bankruptcy case. The Court pointed out that the Debtor has failed to make payments required under its confirmed plan. These payments were a prerequisite for triggering the plan's effective date. The confirmed plan explicitly provides that if the effective date is not achieved, the case will be dismissed. Instead of case dismissal, creditors and the United States Trustee request that the case be converted to Chapter 7, despite the confirmed plan explicitly stating dismissal is the remedy if the effective date is not achieved. At a Status Conference held on April 26, 2024, the UST informed the Court its preferred alternative was conversion, not dismissal. Recognizing that the UST, the Montana Department of Environmental Quality and LD Construction preferred conversion while the Debtor requested dismissal, the Court set a final hearing date on June 5, 2024, so that the parties could present evidence and witnesses testimony as to their respective positions. Dan Walsh, the DEQ's Mining Bureau Chief, Patrick Imeson, Chief Executive Officer of Debtor, and James Mooney, representative of prospective buyer the Mooney Group, provided testimony. The Court found the testimony of each witness to be credible. The parties further staked out their respective positions. The UST, the DEQ and LD Construction argued that the plain language of Sec. 1112(b) controls and the best interests of creditors weighed in favor of conversion. The Debtor and Black Diamond Acquisition Partners, Black Diamond Holdings LLC, Elkhorn Goldfields, Inc., Goldfields Funding Partners, LLC, Imeson, and Montana Goldfields Inc. -- Insiders -- argued that the clear language of the Debtor's Plan and the best interests of creditors demanded dismissal. The UST et al. contend that conversion is in the best interest of creditors because there is significant equity in the assets that will comprise the Chapter 7 estate following conversion. Liquidation of these assets will provide a better outcome for creditors than dismissal. According to the Court, the UST et al. disregard the Debtor et al.'s reliance on the Plan because it conflicts with Sec. 1112(b), which requires consideration of the best interests of creditors. Rather than consider the Plan's language in a vacuum, the UST et al. urge the Court to disregard the language in the confirmed Plan almost entirely in favor of Sec. 1112(b). Underlying the UST et al's arguments is the fear that, absent conversion, the real property held by the Debtor, including the proposed mining expansion area, will transfer by tax deed to Goldfields. Additionally, they argue that conversion is in the best interest of creditors because the Debtor and insider Imeson are prohibited by the Metal Mine Reclamation Act's "bad actor" provisions from engaging in mining or exploration activities in the state of Montana, either through the Debtor or its affiliates as a result of the DEQ's bond forfeiture. However, the Debtor and the Insiders argue that every iteration of the Debtor's Plan indicated that default would result in dismissal. No parties objected to the inclusion of this provision. Additionally, the they argue that, notwithstanding the language in the Plan mandating dismissal as the exclusive remedy upon default, dismissal is also in the best interests of creditors because conversion's benefits are illusory. They note that the prospective buyer, Mooney Group, has made no assurance it will purchase the Debtor's assets if the case is converted to Chapter 7, have not discussed a purchase price, have not signed a letter of intent, and have not committed any earnest money or other funds to the transaction. Instead, as Imeson testified, the best interest of creditors will be served by dismissal because it will permit the Debtor and Goldfields to pursue their efforts to raise capital which is the key to resolving the Debtor's problems. The Debtor and the Insiders also argue that the Plan is controlling and dictates that the exclusive remedy following plan default is dismissal. The UST et al. urge the Court to confine its analysis to Sec. 1112(b) and conclude conversion is in the best interests of creditors. Both parties' predictions regarding the outcomes likely under either dismissal or conversion relied on optimistic forecasts of future events. Neither persuaded the Court that their forecast was better than the other. According to the Court, a confirmed plan operates as a final judgment. A final order of a federal court may not be collaterally attacked, the Court says. On its face, the position asserted by the UST et al. is difficult to reconcile with the confirmed Plan and Confirmation Order, the Court states. Whether dismissal is the exclusive remedy under the Plan (thus precluding consideration of conversion) hinges on the provisions of the confirmed Plan, the Court notes. Debtor and the Insiders argue that the Plan unambiguously narrows default remedies to dismissal. The UST et al. argue that dismissal is merely the Debtor's "preference." In this case, the Court can find nothing ambiguous in the confirmed Plan. The Debtor's Plan provides: "A default of this Plan shall occur in the event the Effective Date is not timely achieved. In such event, this case shall be dismissed immediately following the failure to timely achieve the Effective Date." The Plan identifies an event -- failure to achieve the Effective Date. The Plan further specifies the consequences that follow this occurrence -- dismissal. The Court notes if a creditor fails to timely object to a plan or appeal a confirmation order, "it cannot later complain about a certain provision contained in a confirmed plan, even if such a provision is inconsistent with the Code." Neither the DEQ, LD Construction, nor the UST objected to the Plan and its explicit inclusion of a singular remedy should the Debtor fail to achieve the Effective Date. To the contrary, although LD Construction and the DEQ objected to the Plan, their objections involved other issues, the Court finds. Ultimately, each of their objections were resolved pursuant to the DEQ and LD Construction Stipulations. Following approval of their respective Stipulations, no further objections were made and the Plan, including paragraph 5.12 -- which included the very language and outcome to which they now object -- was confirmed. The DEQ's position today is irreconcilable with the positions it took prior to confirmation, the Court holds. The DEQ took the position early in the Debtor's case that any delay "may result in deleterious impacts to human health and the environment and DEQ." The DEQ's desire for certainty and finality on an expedited basis in the Debtor's case stemmed from the "broken trail of promises" left by the Debtor prepetition. Conversely, the Debtor's position has always been clear. As every iteration of the Plan and its accompanying Disclosure Statement make clear, failure to achieve the Effective Date would result in the dismissal of the Debtor's case, the Court states. Like any other party, the UST is bound by the Plan, according to the Court. While the UST does not have a pecuniary interest in this case, other bankruptcy courts have found that res judicata prevents the UST from raising issues that should have been raised prior to confirmation, irrespective of whether it had a pecuniary interest in the outcome, the Court holds. Finality bars the UST et al. from now challenging a provision that should have been challenged at or prior to confirmation. When the Plan was confirmed, it became binding on all parties, and the confirmation order is now entitled to res judicata effect, the Court notes. Allowing the UST et al. to now gloss over the plain language of the Plan, characterize it as the Debtor's "preference" and urge conversion finds no support in the record, the Court states. At best, it reflects a misunderstanding of the Plan. At its worst, it is tantamount to an impermissible collateral attack on a final order, according to Court. It is important to note that the record does not establish conversion, if available, would be in all creditors' best interests. The movant bears the burden of establishing by a preponderance of the evidence that cause exists, the Court adds. Having considered the testimony and admitted exhibits, the Court is not persuaded the UST et al. have met this burden. At best, the testimony suggests conversion's benefits are speculative, the Court finds. The assets to be acquired are complicated and tainted with legacy issues that may give the Mooney Group or any other buyer pause, the Court states. Despite their interest, neither the Mooney Group nor any other buyer have agreed to enter into any agreement contingent on conversion, according to the Court. The Court points out dismissal will not leave governmental claimants, who account for all but a fraction of the claims, without a remedy. The Debtor's non-insider creditors total 13. Of the 13, seven are government units. These entities generally have a wide range of power to coerce compliance and payment from debtors both in and outside of bankruptcy, the Court states. Notwithstanding the ability of the various regulatory agencies to protect their interests regardless of whether the case is converted or dismissed, the test is the best interests of all creditors, not simply the largest creditor, the Court says. To that end, Imeson's testimony indicated the Debtor continued to enjoy a working relationship with most unsecured claimants. Imeson further suggested the Debtor and Insiders would be willing to work with creditors post-dismissal and had paused these efforts due to the Debtor's bankruptcy. Imeson's testimony was credible, and the Court anticipates that if this case is dismissed, Imeson will immediately undertake efforts to address claims like the one asserted by LD Construction. If he fails to do so, those creditors may exercise the full range of non-bankruptcy related remedies at their disposal. Finally, prior cases in this district demonstrate conversion is not always a panacea that produces the outcomes creditors expect. The Court is not persuaded that conversion would be in all creditors' best interests. The confirmed Plan is entitled to finality and its terms mandate dismissal of this case, the Court holds. A copy of the Court's decision dated July 17, 2024, is available at https://urlcurt.com/u?l=mLLCLt About Montana Tunnels Mining Montana Tunnels Mining, Inc., a company in Jefferson City, Mont., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Case No. 22-20132) on Dec. 2, 2022. In the petition signed by its chief executive officer, Patrick Imeson, the Debtor disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Benjamin P. Hursh oversees the case. Patten, Peterman, Bekkedahl & Green, PLLC and Crowley Fleck, PLLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. MOUNTAIN SPORTS: Hearing on Sale of Inventory Set for July 23 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware is set to hold its next hearing on the proposed sale of Mountain Sports, LLC's inventory and other assets on July 23. Mountain Sports and its affiliates on June 27 received interim approval from the bankruptcy court to conduct store closing sales and discounted clearance sales of their inventory and other assets, including furniture, fixtures and equipment, in some of their retail stores. The companies' inventory has an estimated value of approximately $37.27 million as of June 18. They are conducting the sales as part of their liquidation efforts commenced prior to their Chapter 11 filing. The sales commenced on June 28 and will conclude no later than Sept. 30. Hilco Merchant Resources, LLC, an asset disposition firm, is assisting the companies with the sales pursuant to the terms of their disposition agreement, which was also approved by the court on an interim basis. The disposition agreement contains sale guidelines, which provide, among other things, that (a) all sales of the assets will be deemed free and clear of all encumbrances; the assets will be sold with the benefit of various marketing techniques and price mark-downs to promote the efficient sale; and unsold FF&E at certain retail stores may be abandoned. Under the agreement, Hilco will get a commission of 1.5% of the gross proceeds from the sales of inventory and 15% of the gross proceeds from the sales of FF&E. About Mountain Sports Mountain Sports, LLC is a sporting goods, hobby and musical instrument retailer in Meriden, Conn. Mountain Sports and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11385) on June 18, 2024. At the time of the filing, Mountain Sports reported $10 million to $50 million in both assets and liabilities. Judge Mary F. Walrath oversees the cases. Maria Aprile Sawczuk, Esq., at Goldstein & McClintock, LLLP is the Debtors' legal counsel. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel and Morris James, LLP as Delaware counsel. MP PPH: Amends Unsecureds & C.P.P.A./Housing Claims Pay ------------------------------------------------------- MP PPH LLC submitted a First Revised Disclosure Statement in connection with the Plan of Liquidation dated July 8, 2024. The Debtor owns a 100 percent fee simple interest in a 674-unit market rate multifamily apartment complex located in the 2300 block of Marion Barry Ave., SE known as "Marbury Plaza" (the "Property"). The Debtor is anticipating a Sale of the Property free and clear of all liens, claims, and encumbrances in accordance with the Bid Procedures Motion filed with the Court on May 24, 2024. Clear Investment Group, LLC has agreed to terms for the purchase and Sale of the Property and has agreed to serve as the Stalking Horse Bidder to facilitate a Sale of the Property through this bankruptcy proceeding. Prior to and continuing through closing of the sale of the Property, the Debtor will continue to rehabilitate the Property and work with the Court appointed Receiver. While, at one point, the Debtor was alleged to have had 148 unabated emergency housing code violations and 687 violations in total, during the course of the bankruptcy case the Debtor has addressed and dramatically reduced the number of unabated housing code violations on the Property. As of July 2, 2024, there are 264 routine violations either remaining to be abated and/or awaiting proof of abatement, with 2 emergency violations either remaining to be abated and/or awaiting proof of abatement. The Debtor is continuing to abate housing code violations on the Property and anticipates all or nearly all of these housing code violations will be abated by the time of closing of the Sale of the Property. The Stalking Horse Bidder has been informed of the existing violations that remained on the Property at the time of the execution of the Sale Agreement. The Sale Agreement included schedules which disclose that "The Property is subject to generally applicable D.C. Housing Law. The Property is subject to rent control law and the corresponding D.C. Municipal Regulations." The Sale Agreement contemplates the purchaser will operate the Property in accordance with D.C. Law and the tenant rent ledgers will reflect any rent credits remaining at the time of closing of the Sale. Through the Debtor's Plan, the Debtor is proposing to liquidate and satisfy its debts through a sale of its Property and the creation of a Liquidating Trust to receive, further liquidate as necessary, and, distribute all Assets of the Debtor to the Allowed Claimants. Regarding sale of the Property, the Debtor has executed a Purchase and Sale Agreement with Clear Investment Group, LLC, which shall serve as an entry level bid for sale of the Property upon which higher and better bids for sale of the Property may be obtained in an auction process whose terms are to be established through a bidding process established though a separate Bidding Procedures Motion filed by the Debtor. The secured debt encumbering the Property is approximately $55 million. The proposed base sale price in the Sale Agreement is $58.8 million and may be increased if higher and better offers are received through the Auction process set forth in the Bidding Procedures Motion. Upon closing of the Sale of the Property, the proceeds of sale will be used to pay Creditors in accordance with the priority scheme established by the Bankruptcy Code. Holders of Claims in Classes 1–3 will be paid in full from the proceeds of Sale or in accordance with such treatment as holders of those Claims otherwise agree. The funds remaining from the proceeds of sale after payment of Creditors in Classes 1–3 will be provided to the Liquidating Trustee and used to pay expenses of the Trust and make payments to Creditors in Class 4 and Class 5. To ensure a Distribution to Class 5 Claim holders, the Protected Parties following the distribution of the proceeds from the Sale of the Property will contribute whatever funds are necessary to ensure the Liquidating Trustee receives a minimum of $500,000.00 to pay Trust expenses and make Distributions to holders of Class 5 Claims. In addition, the amount available for Distribution to all Classes of Claims holders will be supplemented by the pursuit of the Retained Causes of Action by the Liquidating Trustee. Class 4 consists of Holders of General Unsecured Claims, except those Claims classified as C.P.P.A./Housing Claims. Except to the extent that a Holder of an Allowed Class 4 Claim agrees to a different and lesser treatment, each Holder of an Allowed Class 4 Claim shall receive from the Liquidating Trustee as provided for in the Liquidating Trust Agreement, in full and complete settlement and satisfaction of the Debtor's and Liquidating Trust's payment obligations under the Plan towards the Allowed Class 4 Claim, such Holder's pro rata share of the portion of the Liquidating Trust Assets remaining after payment of the Unclassified Claims and Class 1-3 Allowed Claims. Allowed Class 4 Creditors retain the right to share in all of the Net Proceeds of the Liquidating Trust. However, it is anticipated that the most immediate source of payment to Class 4 Creditors will be from any remaining proceeds of the Sale of the Property. Following the Sale of the Property contemplated by this Plan, the Proceeds will be used to pay creditors in Classes 1-3. The remaining proceeds will be paid to holders of Allowed Class 4 and Allowed Class 5 Claims, with the payment to be made pro rata. Holders of Class 4 Claims will not receive a distribution from the Protected Party Contribution, if such contribution is made. Holders of Class 4 Claims are impaired and are entitled to vote to accept or reject the Plan. The Debtor believes that there are approximately 59 Claim holders with approximately $5,373,035.19 in Class 4 Claims. Class 5 consists of all Holders of C.P.P.A./Housing Claims. For the purposes of clarity, the Class 5 Claims consist of the D.C. C.P.P.A./Housing Claim and Holders of Tenant C.P.P.A./Housing Claims to the extent such claims become Allowable. Except to the extent that a Holder of an Allowed Class 5 Claim agrees to a different and lesser treatment, each Holder of an Allowed Class 5 Claim shall receive from the Liquidating Trustee as provided for in the Liquidating Trust Agreement, in full and complete settlement and satisfaction of the Debtor's and Liquidating Trust's payment obligations under the Plan towards the Allowed Class 5 Claim, such Holder's pro rata share of the portion of the Liquidating Trust Assets serving as the Liquidating Trust Assets remaining after payment of the Unclassified Claims and Class 1-3 Allowed Claims. Through the Protected Party Contribution, if such contribution is made, no less than $500,000.00 shall be made available for Distributions towards Allowed Class 5 Claims. Allowed Class 5 Creditors retain the right to share in all of the Net Proceeds of the Liquidating Trust. However, it is anticipated that the most immediate source of payment to Class 5 Creditors will be from any remaining proceeds of the Sale of the Property. Following the Sale of the Property contemplated by this Plan, the Proceeds will be used to pay creditors in Classes 1-3. The remaining proceeds will be paid to holders of Allowed Class 4 and Allowed Class 5 Claims, with the payment to be made pro rata. In addition to this treatment, if the consensual third party release contemplated by the Plan is approved by the Class 5 and included in the Confirmation Order, a Protected Parties Contribution will be made, guaranteeing that a minimum of $500,000.00 will be made available for distribution to Holders of Allowed Class 5 Claims. If no consensual third party release is included in the Plan, no Protected Parties Contribution will be made. Holders of Allowed Class 5 Claims are impaired and are entitled to vote to accept or reject the Plan. The Debtor believes that there are approximately 146 asserted Claims seeking approximately $17,476,351.48 in Class 5. All of these Claims are subject to pending objections and litigation and are contingent, unliquidated, and disputed. Upon the closing of the Sale of the Property, the proceeds of sale will be used to pay Creditors pro rata in accordance with the priority scheme established by the Bankruptcy Code. Classes 1–3 will be paid in full from the proceeds of sale or in accordance with such treatment as Holders of those claims otherwise agree. The funds remaining from the proceeds of sale after payment of Creditors in Classes 1–3 will be provided to the Liquidating Trustee and used to make payments to Creditors in Class 4 and Class 5. A full-text copy of the First Revised Disclosure Statement dated July 8, 2024 is available at https://urlcurt.com/u?l=YVG4Cy from PacerMonitor.com at no charge. MP PPH LLC is represented by: Marc E. Albert, Esq. Tracey M. Ohm, Esq. Joshua W. Cox, Esq. Ruiqiao Wen, Esq. STINSON LLP 1775 Pennsylvania Ave., N.W., Suite 800 Washington, DC 20006 Tel: (202) 785-9100 Fax: (202) 572-9943 Email: marc.albert@stinson.com Email: tracey.ohm@stinson.com Email: joshua.cox@stinson.com Email: ruiqiao.wen@stinson.com About MP PPH LLC MP PPH, LLC is a single asset real estate entity organized under the laws of the state of Delaware. The Debtor filed a Chapter 11 petition (Bankr. D.C. Case No. 23-00246) on Aug. 31, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Michael A. Abreu, vice president of operations, signed the petition. Judge Elizabeth L. Gunn oversees the case. The Debtor tapped Marc E. Albert, Esq., at Stinson LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP and NixonPeabody, LLP as special counsels; and Noble Realty Advisors, LLC, as property manager. MYOMO INC: Secures $4MM Credit Facility With Silicon Valley Bank ---------------------------------------------------------------- Myomo, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Loan and Security Agreement with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company. The Loan Agreement provides for a revolving line of credit whereby the Company may borrow up to $4,000,000, which Revolving Line may be increased to $5,500,000 at the Bank's sole discretion upon the occurrence of certain events. Amounts advanced by the Bank are based on 80% of "eligible accounts", which includes all receivables in the United States, reduced by aged amounts and customers and insurance payers with concentrations in excess of defined limits, among other deductions. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) 8.50% and (ii) the "prime rate" as published in The Wall Street Journal for the relevant period plus one-half percent (0.50%). The Revolving Line is secured on a first priority basis by all of Company's assets other than intellectual property and certain customary exceptions. Any newly formed or acquired subsidiary of the Company or any guarantor under the Loan Agreement, will either join the Loan Agreement as a co-borrower or become a guarantor under the Loan Agreement, as determined by the Bank in its sole discretion. The Company intends to use the Revolving Line for working capital and general business purposes. The Revolving Line terminates, and any outstanding principal amount of all advances made thereunder, and any accrued and unpaid interest thereon, become immediately due and payable on the two-year anniversary of the Effective Date. The Company must also pay Bank (i) a commitment fee of $20,000, (ii) an "Anniversary Fee" of 0.50% of the Revolving Line and (iii) an "Unused Revolving Line Facility Fee" of 0.50% per annum of the average unused portion of the Revolving Line. In addition, upon termination of the Loan Agreement or the Revolving Line prior to the two year anniversary of the Effective Date, the Company must pay a termination fee of 1.00% of the Revolving Line, subject to certain exceptions. The Loan Agreement contains representations, warranties, and negative and affirmative covenants customary for transactions of this type. These include covenants limiting the ability of the Company, and any of their subsidiaries, subject to certain exceptions and baskets, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any merger or consolidation with, or acquire all or substantially all of the equity or property of, another person, (iv) dispose of any of their business or property, (v) make or permit any payment on subordinated debt, or (vi) pay any dividend, make any other distribution, or redeem any equity. The Loan Agreement contains customary events of default and also provides that an event of default includes any default resulting in a right by third parties to accelerate maturity of indebtedness in excess of $100,000. If any event of default occurs and is not cured within applicable grace periods set forth in the Loan Agreement or waived, all loans and other obligations could become due and immediately payable and the facility could be terminated. In addition, the Company may be required to deposit cash with the Bank in an amount equal to 105% of any undrawn letters of credit denominated in U.S. Dollars or 110% of any undrawn letters of credit denominated in a foreign currency. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com/-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. As of March 31, 2024, the Company had $16,520,857 in total assets, $5,621,100 in total liabilities, and $10,899,757 in total stockholders' equity. According to the Company's Quarterly Report on Form 10-Q for the quarterly period March 31, 2024, its historical losses and cash used in operations are indicators of substantial doubt regarding the Company's ability to continue as a going concern. Based upon its current cash, cash and cash equivalents, and short-term investments, as well as the future expected cash flows, the Company believes that its available cash, cash equivalents, and short-term investments will fund its operations for at least the next 12 months from the issuance date of the financial statements. The Company has historically funded its operations through financing activities, including raising equity and debt. The Company believes that based on the final fees published by the Centers for Medicare and Medicaid Services for the Company's products, which became effective on April 1, 2024, if the Company is able to hire at least 50 to 60 additional employees during the first half of 2024 as planned to increase its clinical, reimbursement and manufacturing capacity, and its supply chain is able to meet its volume requirements without disruption, the Company believes it can achieve cash flow breakeven on a quarterly basis by the fourth quarter of 2024. In addition, the Company believes that it has access to capital resources through possible public or private equity offerings, exercises of outstanding warrants, debt financings, or other means. Debt financing may contain other terms that are not favorable to the Company or its stockholders. Based on the Company's latitude as to the timing and amount of certain expenses, its current cash position and operating plans, the Company believes that the substantial doubt is alleviated as of the issuance date its quarterly report for the period ended March 31, 2024. NABORS INDUSTRIES: Registers 215K More Shares Under 2016 Stock Plan ------------------------------------------------------------------- Nabors Industries Ltd filed a Registration Statement on Form S-8 Report filed with the U.S. Securities and Exchange Commission for the purpose of registering an additional 215,000 Common Shares that may be offered and sold pursuant to Amendment No. 3 to the Amended 2016 Stock Plan, which was approved by shareholders on June 4, 2024. Except as otherwise set forth below, the contents of the registration statements on Form S-8 previously filed with the Commission on each of: * July 29, 2016 (File No. 333-212781), * June 6, 2018 (File No. 333-225449), * June 19, 2020 (File No. 333-239325), * June 21, 2021 (File No. 333-257211), and * July 18, 2022 (File No. 333-266201); which registered 160,000, 210,000, 700,000, 175,000, and 175,000 Common Shares for offer and sale under the Amended 2016 Stock Plan, respectively, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8. A full-text copy of the Registration Statement is available at: https://tinyurl.com/ynbdyzux About Nabors Bermuda-based Nabors Industries Ltd. (NYSE: NBR) owns and operates land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Nabors Industries reported a net loss of $11.8 million for the year ended December 31, 2023, a net loss of $307.22 million in 2022, a net loss $543.69 million in 2021, a net loss of $762.85 million in 2020, a net loss of $680.51 million in 2019, a net loss of $612.73 million in 2018, and a net loss of $540.63 million in 2017. As of March 31, 2024, the Company had $4.64 billion in total assets, $3.37 billion in total liabilities, and $522.82 million in total stockholders' equity. * * * In September 2023, Egan-Jones Ratings Company upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Nabors Industries, Inc. to CCC+ from CCC-. In March 2024, S&P Global Ratings revised its outlook to stable from positive and affirmed its 'B-' issuer credit rating on Nabors Industries Ltd. At the same time, S&P affirmed its 'B-' issue-level rating on the company's senior priority guaranteed notes with recovery rating of '3' and 'CCC' issue-level rating on the company's priority guaranteed notes with recovery rating of '6'. The stable outlook reflects S&P's expectation for the company's operating performance, industry fundamentals, near-term debt maturity profile, and credit metrics to remain appropriate for the 'B-' issuer credit rating. The outlook revision reflects S&P's expectation of reduced free cash flow generation and lower than anticipated debt reduction. In July 2024, S&P Global Ratings assigned its 'CCC' issue-level rating and '6' recovery rating to Bermuda-based drilling contractor Nabors Industries Ltd.'s proposed $550 million senior guaranteed notes due 2031. The company's subsidiary, Nabors Industries Inc. will issue the notes. The '6' recovery rating indicates its expectation of negligible (0%-10%; rounded estimate: 0%) recovery of principal by creditors in the event of a payment default. NORTHRIVER MECHANICAL: Hires Marshall A. Entelisano as Attorney --------------------------------------------------------------- Northriver Mechanical Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Marshall A. Entelisano as attorney. The firm will provide these services: a. advise the Debtor-in-Possession as to the rights, powers and duties of a Debtor-in-Possession; b. prepare and file the documents necessary to advance this case including, but not limited to, answers, applications, motions, proposed orders, responses, schedules, plans, objections and other necessary documents; c. attend the intake conference, the meeting of creditor and hearings on behalf of the Debtor-in-Possession; d. negotiate with the various classes of creditors with respect to the plan of reorganization; e. prepare, negotiate and advance a plan of reorganization or liquidation, as applicable; f. prepare and file the plan and status reports, as applicable; g. defend challenges to the automatic stay; and h. perform such other legal services and/or prepare and/or file such other documents as may be necessary for the Debtor-in-Possession to carry out its duties and functions in this case. The firm will be paid at these rates: Marshall A. Entelisano $325 per hour Paralegals $100 per hour The firm will be paid a retainer in the amount of $11,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. 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 3198 Tuscaloosa, AL 35401 Tel: (205) 752-1202 Fax: (205) 752-1203 Email: marshall@marshall-lawfirm.com About Northriver Mechanical Co., Inc Northriver Mechanical Co., Inc. is in the specialized business of fabrication and installation of HVAC piping for commercial and industrial applications and use. The company is based in Northport, Ala. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-70888) on July 3, 2024, with $694,512 in assets and $1,650,575 in liabilities. Joshua A. Guthrie, president, signed the petition. Judge Jennifer H. Henderson presides over the case. Marshall A. Entelisano, Esq., at Marshall A. Entelisano, P.C. represents the Debtor as legal counsel. NOVO INTEGRATED: Delays Filing of Q3 2024 Quarterly Report ---------------------------------------------------------- Novo Integrated Sciences, Inc. filed a Form 12b-25 with the Securities and Exchange Commission regarding the delay in the filing of its Quarterly Report on Form 10-Q for the period ended May 31, 2024. The Company said the filing of the Report will be delayed due to the additional time that is required to obtain and compile certain information required to be included in the Quarterly Report, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Quarterly Report within the five calendar day extension period. About Novo Integrated Novo Integrated Sciences, Inc., headquartered in Bellevue, Washington, owns Canadian and U.S. subsidiaries which provide, or intend to provide, essential and differentiated solutions to the delivery of multidisciplinary primary care and related wellness products through the integration of medical technology, interconnectivity, advanced therapeutics, diagnostic solutions, unique personalized product offerings, and rehabilitative science. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Dec. 14, 2023, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, and has an accumulated deficit as of Aug. 31, 2023. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. "There can be no assurance that funding would be available, or that the terms of such funding would be on favorable terms if available. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. These conditions, along with the matters noted noted above, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued," said Novo in its Quarterly Report for the period ended Feb. 29, 2024. OCCIDENTAL PETROLEUM: S&P Assigns 'BB+' Rating on New $5BB Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to U.S.-based crude oil and natural gas exploration and production company Occidental Petroleum Corp.'s proposed $5 billion senior unsecured notes with varying maturities. The '3' recovery rating indicates its expectation of meaningful (50%-70%, rounded estimate 60%) recovery to creditors in the event of a payment default. S&P's 'BB+' issue-level and '3' recovery ratings on Occidental's existing senior unsecured debt are unchanged, although S&P has reduced its recovery expectation modestly to 60% from 65%. Occidental will use proceeds from the new debt to fund the cash portion of its pending acquisition of CrownRock Resources L.P. In December 2023, Occidental announced it had agreed to acquire privately held Permian basin-focused exploration and production company CrownRock Resources for about $12.5 billion (after working capital and other purchase price adjustments), including $9.4 billion of cash, $1.9 billion of equity, and the assumption of $1.2 billion of CrownRock's debt. If the CrownRock transaction is not completed on or prior to Dec. 10, 2025, Occidental will be required to redeem all of the new notes at 101% of par. S&P expects the transaction to close in August 2024. Yesterday, the company announced the expiration of the Hart-Scott-Rodino waiting period for this transaction. The company also announced that it is engaged in discussions with Colombian integrated oil and gas company EcoPetrol S.A. (to sell EcoPetrol a 30% interest in CrownRock for around $3.6 billion. In 2019, Occidental and EcoPetrol established a joint venture (Occidental 51%/EcoPetrol 49%) to develop and operate properties in the Midland Basin, giving each company the right (under certain conditions) to participate in any acquisitions made by the other in this area of mutual interest. If the parties cannot come to an agreement regarding a 30% stake sale, EcoPetrol would retain the right to purchase a 49% stake in CrownRock per the original joint venture agreement. This option expires in August 2024. Occidental intends to use proceeds from a sale to reduce existing debt, and would be a first step in achieving its $4.5 billion to $6.0 billion asset sale target within 18 months of closing. Separately, Occidental has also announced an exchange offer for CrownRock's $376 million 5.0% notes due 2029 for up to $376 million principal value of new Occidental 5.0% notes due 2029 and cash. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario for Occidental assumes a period of sustained low commodity prices, which is consistent with the conditions of past defaults in this sector. -- S&P base its recovery analysis on Occidental's year-end 2023 PV-10 valuation, pro forma for the announced CrownRock acquisition (and assuming a 30% sale to EcoPetrol), based on our recovery price assumptions of $50/bbl for West Texas Intermediate crude and $2.50/mmBtu for Henry Hub natural gas. -- S&P's analysis assumes the company's $4.15 billion unsecured revolving credit facility would be 85% drawn at default. -- S&P assumes the parent company's unsecured revolver debt and senior unsecured notes are structurally subordinated to approximately $314 million of debt outstanding at Occidental's subsidiaries. -- S&P assumes all debt maturing in 2024 and 2025 is not refinanced. -- S&P excludes Western Gas from our recovery analysis because its debt is nonrecourse to Occidental. Simulated default assumptions -- Simulated year of default: 2029 Simplified waterfall -- Net enterprise value (after 7% bankruptcy administrative costs): $18.5 billion -- Priority claims: $314 million --Recovery expectations: Not applicable -- Total value available to unsecured debt claims: $18.2 billion -- Senior unsecured debt claims: $30.2 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) ONYX SITE: 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 Onyx Site Services, LLC, according to court dockets. About Onyx Site Services Onyx Site Services, LLC a company in Palatka, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01656) on June 11, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Judge Jacob A. Brown handles the case. The Debtor is represented by Robert C. Bruner, Esq., at Bruner Wright, P.A. ORGENESIS INC: Signs Deal to Buy Theracell's Assets for $13 Million ------------------------------------------------------------------- Orgenesis Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 12, 2024, it entered into an Asset Purchase Agreement with Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited for the purchase by the Company of the following assets: * 50% of the outstanding ownership rights and equity interests in Theracell Laboratories IKE not currently owned by the Company so that the Company shall own 100% of the outstanding equity interests of Theracell IKE; and * Certain products which include: (i) the manufacturing processes, algorithms, work instructions, test methods, standard operating procedures and specifications for producing Tumor Infiltrating Lymphocytes ("TILs") that meet current Good Manufacturing Practice (cGMP) requirements that will enable the Company to potentially use this product as a platform for treating a wide variety of solid tumors; (ii) a 3rd generation GMP lentivirus production process, which is part of a therapy manufacturing process that will enable the Company to potentially treat Beta Thalassemia therapies; (iii) an oncolytic virus cell carrier platform which will enable the Company to potentially develop treatments for an array of cancers; (iv) a process for the potential treatment of mesenchymal stem cells for kidney disorders; (v) a process for controlled isolation of regenerative EVs derived from mesenchymal stem cells for the potential treatment of kidney disorders; and (vi) bioxome encapsulated APIs for improved transdermal delivery and bioavailability for the potential treatment of atopic dermatitis/wound healing; including Theracell's rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals relating to Products as further described in the Purchase Agreement. Pursuant to the Purchase Agreement, in consideration for the purchase of the Assets, the Company will pay Theracell an aggregate purchase price of $13,000,000, which is equal to the value of the Assets established by a third-party valuation firm selected by the Company, less a debt adjustment in the amount of $10,324,241.79 which is owed by Theracell to the Company. The aggregate Consideration will be paid by the Company as follows: (i) $400,000 will be paid to Theracell within 60 days after signing of the Purchase Agreement, (ii) $250,000 will be paid to Theracell within one year after signing of the Purchase Agreement, and (iii) the remaining amount (less any Debt) will be paid to Theracell in four equal annual payments beginning on Dec. 30, 2025 and ending on Dec. 30, 2028. The Purchase Agreement contains representations, warranties, and covenants of the parties that are customary for a transaction of this type. A full-text copy of the Purchase Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/1460602/000149315224027083/ex10-1.htm 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 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. OYO FITNESS: Hires Ben Tensing as Chief Operations Officer ---------------------------------------------------------- Oyo Fitness, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Ben Tensing as chief operations officer. The firm will prepare, market, and conduct an auction of the bankruptcy estate's property, in accordance with the guarantee sales agent Agreement, and for such other and further relief as the Court may deem necessary and proper. The firm will be paid at $125 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ben Tensing, 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: Ben Tensing 13651 Hauser St Apt. 108 Overload Park, KS 66221 Tel: (913) 944-1718 Email: bentensing@msn.com About OYO Fitness, Inc. OYO Fitness is an online marketplace that offers sporting goods fitness equipment. OYO Fitness, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. CAse No. 24-20781) on June 21, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Barbara Salvaggio, administrator of the Estate of Paul Francis. Judge Robert D Berger presides over the case. Colin Gotham, Esq. at EVANS & MULLINIX, P.A. represents the Debtor as counsel. OYO FITNESS: Hires VIA Trading Corporation as Liquidator -------------------------------------------------------- Oyo Fitness, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ VIA Trading Corporation as liquidator. The firm will sell the Debtor's inventory located at Smart Warehouse in Lenexa, KS. The firm will be paid 20 percent commission of the sales price. Chase Vance, a partner at VIA Trading 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: Chase Vance VIA Trading Corporation 2520-2540 Industry Way Lynwood CA 90262 Tel: (877) 202-3616 About Oyo Fitness, Inc. OYO Fitness is an online marketplace that offers sporting goods fitness equipment. OYO Fitness, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. CAse No. 24-20781) on June 21, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Barbara Salvaggio, administrator of the Estate of Paul Francis. Judge Robert D Berger presides over the case. Colin Gotham, Esq. at EVANS & MULLINIX, P.A. represents the Debtor as counsel. OYO FITNESS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of OYO Fitness, Inc. About OYO Fitness OYO Fitness, Inc. is an online marketplace that offers sporting goods fitness equipment. The company is based in Leawood, Kansas. OYO Fitness filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 24-20781) on June 21, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Barbara Salvaggio, administrator of the Estate of Paul Francis. Judge Robert D Berger presides over the case. Colin Gotham, Esq., at Evans & Mullinix, P.A. represents the Debtor as legal counsel. PETSMART LLC: Moody's Affirms 'B1' CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings changed the outlook for PetSmart LLC to negative from stable. At the same time, Moody's affirmed PetSmart's B1 corporate family rating and B1-PD probability of default rating. Moody's also affirmed the B1 rating on PetSmart's senior secured term loan B and senior secured first lien notes as well as the B3 rating on PetSmart's senior unsecured notes. "Moody's expect PetSmart's topline growth to slow over the next 12-18 months as consumers continue to shift away from discretionary pet supplies and premium consumables to more value-oriented, low-margin consumables, which will pressure earnings and credit metrics," stated Moody's Ratings Vice President Stefan Kahandaliyanage. "While Moody's expect business fundamentals to be pressured, Moody's expect PetSmart to maintain very good liquidity including positive free cash flow and ample availability on its recently upsized asset based revolver," Kahandaliyanage added. The weakening of credit metrics and the potential for demand to worsen beyond Moody's expectations drives the change in the outlook to negative from stable. RATINGS RATIONALE PetSmart's B1 CFR is supported by the company's very good liquidity, including Moody's expectation for positive free cash flow and no near-term maturities, and the company's position as one of the largest specialty retailers of pet products and services in the US and Canada. While competition is intense, the strength and scale of PetSmart's in-store service offering, which includes grooming, boarding, training and full-service veterinary hospitals creates a competitive advantage versus pure-play online competition and traditional bricks-and-mortar competitors. The B1 CFR is also supported by PetSmart's moderate leverage. However, lease-adjusted debt/EBITDA has increased to 3.9x for the LTM period ending April 28, 2024 from about 3.2x in the prior year period. At the same time, EBIT/interest coverage has fallen to about 2.0x from 3.2x reflecting the challenging consumer environment. Moody's expect revenue and earnings will remain under pressure over the next 12-18 months as consumers continue to focus their purchases on low-margin, value-oriented consumables translating to elevated leverage in the 4.0x-4.5x range, and interest coverage remaining weak and in the 1.5x-2.25x range. Moody's also believe PetSmart will have limited room to cut operating costs such as wages, advertising, and online expenses given competition from e-commerce retailers, but also from mass retailers and grocery stores that have been benefiting from a pick up in their own value offerings, driven by trip consolidation. Governance remains a key rating constraint due to the sponsors' history of taking shareholder friendly actions, including extracting large periodic dividends and monetizing PetSmart's previous investment in Chewy. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS PetSmart's ratings could be upgraded if the company demonstrates sustained growth in revenue, profitability, and market share as well as continued free cash flow generation while demonstrating a transparent and strong commitment to conservative financial policies. Quantitatively, the ratings could be upgraded if EBIT/interest expense is sustained above 3.5x and debt/EBITDA is sustained below 3.5x, while maintaining very good overall liquidity. PetSmart's ratings could be downgraded if its operating performance significantly deteriorates, indicating that the company's industry or competitive profile is being threatened. Ratings could also be downgraded if the company's financial policies were to become more aggressive, particularly if its sponsors pursue transactions that significantly lever the company or if liquidity deteriorates. Quantitatively, a ratings downgrade could occur if debt/EBITDA is sustained above 4.5x or EBIT/interest is sustained below 2.25x. The principal methodology used in these ratings was Retail and Apparel published in November 2023. PetSmart LLC is one of the largest specialty retailer of supplies, food, and services for household pets in the U.S. and Canada. The company currently operates 1,684 stores in the U.S., Canada, and Puerto Rico as of April 28, 2024. LTM revenue as of April 28, 2024 was about $10.2 billion. PetSmart has an omnichannel capability consisting of buy online, pick up in store ("BOPIS"), curbside pickup, ship-to-home, ship-from-store, and marketplace partnerships such as DoorDash, Instacart, Uber Eats, and Shipt. The company is indirectly controlled by a consortium including funds advised by BC Partners Advisors LP, Apollo Global Management, Inc., Caisse de depot et placement du Quebec, affiliates of GIC Special Investments Pte Ltd, affiliates of StepStone Group LP, and Longview Asset Management, LLC. PRESSURE BIOSCIENCES: Shifts to OTC Expert Market Due to 10-Q Delay ------------------------------------------------------------------- Pressure BioSciences, Inc. wishes to inform its shareholders and potential shareholders regarding the sequence of events that have resulted in undesired delays in the Company's ability to complete a timely filing of its Annual Report on Form 10-K for the period ending December 31, 2023, as well as its Quarterly Report on Form 10-Q for the period ending March 31, 2024. Two independent sequential serious weather events have caused major extended disruptions to power, transportation, communications and to the overall ability to work in Houston, Texas, where the Company's independent public accounting firm is located. This disruption directly affected and delayed the Company's ability to complete its Form 10-K filing in a timely manner; it was finally filed on June 7, 2024. On July 1, 2024, OTC Markets Group, Inc. granted the Company an extension to file its Form 10-Q by July 16, 2024. However, subsequent to receipt of the Form 10-Q filing extension, an additional independent weather event even more seriously crippled power, transportation, communications, and work team availability in Houston, and this has further delayed the Company's completion of the processes and filing of the Form 10-Q. As a result of not filing the Form 10-Q by July 16th, the Company will be listed on the OTC Expert Market effective July 17th. The Company expects to complete the independent accounting firm review and the filing of its Form 10-Q within the next two weeks. Immediately after filing Form 10-Q, the Company has been advised that the Company's market listing will be immediately upgraded to the OTC Pink Current Information Market. Immediately thereafter, the Company intends to apply for reinstatement to the OTCQB, which the Company anticipates would be approved timely thereafter. Since it was first publicly listed in 1996, the Company has diligently and continuously completed its quarterly and annual independent accounting firm reviews and audits, and its regular filing of Forms 10-Q and 10-K with the Securities and Exchange Commission. The Company said, "We take this responsibility extremely seriously, and it is our continuous objective to maintain our listing on a stock market platform providing a high level of disclosure, transparency, and investor protection to facilitate confident accessibility to trading and liquidity for our valued investors." About Pressure Biosciences South Easton, Mass.-based, Pressure Biosciences Inc. -- http://www.pressurebiosciences.com/-- develops and sells innovative, broadly enabling, high pressure-based platform technologies and related consumables for the worldwide life sciences, agriculture, food and beverage, and other key industries. Its products/services are based on three patented, high-pressure platforms: (i) Ultra Shear Technology, (ii) BaroFold Technology, and (iii) Pressure Cycling Technology. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 7, 2024, citing that the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. PROCOM SERVICES: Unsecured Creditors to Split $3,100 over 3 Years ----------------------------------------------------------------- PROCOM Services, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated July 2, 2024. The Debtor is a Florida limited liability company created by Articles of Organization filed with the Florida Secretary of State on or around May 27, 2005, with an effective date of June 1, 2005. The Debtor is a locally owned and operated sanitation service for commercial and industrial establishments based in Central Florida, providing a variety of cleaning services, including pest elimination, exhaust system cleaning, vinyl and acoustical ceiling cleaning, pressure washing, grout and carpet cleaning, window and bathroom cleaning. The Debtor's principal place of the administrative business is located at 584 Masalo Place, Lake Mary, FL 32746, which is owned by Eligio Reyes, Jr. (an insider). The Debtor's equipment is located at 749 Fleet Financial Court, Suite 1001 Longwood, FL 32750, which is leased from Fleet Financial Center, Inc. The Debtor's projected Disposable Income over the life of the Plan is $3,015.00. Class 3 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $3,100.00. Payments will be made in equal quarterly payments of $258.33. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 2 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of its projected Disposable Income, $3,015.00. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is one year after the Effective Date and shall continue annually for two additional years. The initial estimated annual payment shall be $1,005.00. Holders of Class 2 claims shall be paid directly by the Debtor. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated July 2, 2024 is available at https://urlcurt.com/u?l=AtTalx from PacerMonitor.com at no charge. Counsel to the Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. Flentke Legal Consulting, PLLC, BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 Email: jeff@bransonlaw.com jacob@flentkelegal.com About PROCOM Services, Inc. Procom Services, Inc. is a locally owned and operated sanitation service for commercial and industrial establishments based in Central Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02414) on May 14, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Lori V. Vaughan presides over the case. Jeffrey Ainsworth, Esq., at Bransonlaw PLLC, is the Debtor's bankruptcy counsel. PROFESSIONAL DIVERSITY: Xin He Buys 1MM Shares, Holds 10.04% Stake ------------------------------------------------------------------ Xin He disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of July 17 2024, he beneficially owned 1,280,938 shares of Professional Diversity Network, Inc.'s common stock, representing 10.04%, based on 12,759,062 Shares of Common Stock, par value $0.01 per share, reported as outstanding as of June 30, 2024, in the Professional Diversity's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the SEC on May 15, 2024. Purpose of Transaction: On June 28, 2024, Professional Diversity entered into a stock purchase agreement with Eighty-eight Investment LLC, a Delaware limited liability company wholly owned and controlled by Mr. He, Professional Diversity's Chief Executive Officer. The Agreement provided for the purchase by Mr. He of 1,000,000 shares of Professional Diversity's common stock at a purchase price of $0.495 per share, resulting in aggregate proceeds to the Company of $495,000. The Purchase Price represented the last consolidated closing bid price on the Nasdaq Capital Market prior to the execution of the Agreement, in accordance with the requirements of Nasdaq Listing Rule 5635(c) and applicable Nasdaq interpretations. The shares of stock were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. In connection with the investment, the Agreement requires Professional Diversity to use its reasonable best efforts to nominate or appoint (or cause to be nominated or appointed) one designee of Mr. He to Professional Diversity's Board of Directors promptly after the identification of such designee, and to include such designee in any proxy statement of Professional Diversity soliciting proxies for the election of directors, for so long as Mr. He beneficially owns at least five percent (5%) of Professional Diversity's common stock, subject to such nominee providing certain information to Professional Diversity and certain other conditions. As of the date of this Current Report on Schedule 13D, Mr. He has not identified a board designee. The terms of the transaction were reviewed and approved by Professional Diversity's Board of Directors, consisting solely of independent directors, in accordance with Professional Diversity's policy on review and approval of transactions with "related persons" within the meaning of Item 404 of Regulation S-K. Mr. He intends to review his investment in Professional Diversity on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, Professional Diversity's financial position and strategic direction, price levels of the Shares, other investment opportunities available to Mr. He, conditions in the securities market and general economic and industry conditions, take such actions with respect to his investment in Professional Diversity as he deems appropriate. These actions may include, without limitation: (i) subject to the terms of the Agreement, acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or Professional Diversity (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of his Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Mr. He currently serves as the Chief Executive Officer of Professional Diversity and, in connection with such role, may consider such activities referred to in subsections (a) through (j) of Item 4 of Schedule 13D. A full-text copy of Mr. He's SEC Report is available at: https://tinyurl.com/5cavfhhc About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. The Company operates subsidiaries in the United States including National Association of professional Women (NAPW) and its brand, International Association of Women (IAW), which is one of the largest, most recognized networking organizations of professional women in the country, spanning more than 200 industries and professions. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to comply with the Equal Employment Opportunity Office of Federal Contract Compliance Program. The Company's mission is to utilize the collective strength of its affiliate companies, members, partners and unique proprietary platform to be the standard in business diversity recruiting, networking and professional development forwomen, minorities, veterans, LGBTQ+ and disabled persons globally. Professional Diversity Network reported a net loss attributable to the company of $4.31 million for the year ended Dec. 31, 2023, compared to a net loss attributable to the company for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $5,676,991 in total assets, $3,831,216, and $1,845,775 in total stockholders' equity. Oak Brook, Illinois-based Sassetti LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PURDUE PHARMA: Creditors Wants to Sue Sacklers After S.C. Ruli -------------------------------------------------------------- Vince Sullivan of Law360 reports that the official committee of unsecured creditors in the Chapter 11 case of drugmaker Purdue Pharma asked a New York bankruptcy judge on Monday, July 8, 2024, for standing to bring actions against members of the Sackler family that own the company after the U. S. Supreme Court torpedoed a precarious settlement among the parties. 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. R.R. DONNELLEY: Moody's Confirms B3 CFR & Rates New Term Loan B2 ---------------------------------------------------------------- Moody's Ratings has confirmed R.R. Donnelley & Sons Company's ("RRD") B3 corporate family rating, B3-PD probability of default rating, and Caa1 senior unsecured ratings, with a stable outlook. The existing B1 rating on the backed senior secured bank credit facility and B3 rating on the senior secured notes (junior lien) have been reviewed in the rating committee and remain unchanged and will be withdrawn once repaid. Previously, the rating was on review for downgrade. At the same time, Moody's have assigned a B2 rating to RRD's proposed $800 million backed senior secured Term Loan B and $1,500 million senior secured notes. The proceeds of the new debt will be used to fund the acquisition, and refinance RRD's existing term loan and junior lien secured notes. The transaction will increase RRD's consolidated leverage to 6.5x from 5.9x at year end 2023, including the $1.1 billion Holdco Payment-In-Kind (PIK) notes. The existing B1 senior secured bank credit facility and B3 senior secured notes ratings remain unchanged as Moody's expect a full repayment with transaction proceeds. These actions conclude the review of RRD's ratings that was initiated on March 19, 2024, following RRD's announcement of an agreement to acquire the digital and print marketing business (Valassis) from Vericast Corp. (Vericast, Caa3 Negative) for $1.33 billion. Moody's believe the acquisition of the Valassis business is credit negative as it increases RRD's leverage without materially improving its business profile. A vast majority of the acquired business is the print marketing business, which Moody's believe is in secular decline. However, the addition of the growing DM&T business, which benefits from the growing demand in digital marketing, is strategically positive for RRD. "The confirmation of the ratings reflects the clear financing plan to fund the Valassis acquisition and refinance the majority of its existing debt", said Mikhil Mahore, a Moody's Ratings analyst. RATINGS RATIONALE R.R. Donnelley & Sons Company's CFR is constrained by: (1) aggressive financial policies and shareholder friendly transactions by RRD's private owners, investment funds managed by Chatham Asset Management; (2) high adjusted Debt/EBITDA of 6.5x at Q4 2023, including the $1.1 billion Holdco Payment-In-Kind (PIK) notes and pro forma for the acquisition and new debt issuance; (3) high exposure to the secular decline in commercial printing due to digital substitution pressuring its revenue and profitability; and (4) execution risks as it transforms itself from a commercial printer focused on manuals, publications, brochures, and business cards to innovative businesses such as packaging, labels, direct marketing and digital print. The company's rating benefits from: (1) good position in the commercial printing market, large scale and client diversity; (2) continued cost reduction, which partially mitigates the pressure on EBITDA; and (3) good liquidity, including its ability to generate free cash flow despite ongoing demand pressures. RRD has good liquidity through to mid-2025 pro forma for the notes issuance, with sources totaling about $610 million versus about $8 million mandatory annual debt amortization. Liquidity is supported by about $250 million of cash (pro forma for Valassis acquisition and debt issuance) as of March 2024, projected free cash flow of about $60 million through to June 2025 and Moody's estimate of about $300 million of pro forma availability as of March 2023 under its $750 million ABL facility expiring April 2026 (subject to a borrowing base). RRD's ABL has a springing fixed charge coverage covenant of 1x, where the company has good cushion. RRD has limited ability to generate liquidity from asset sales. Following the debt raise and Valassis acquisition, RRD will have four classes of debt: (1) $750 million ABL facility expiring April 2026; (2) the proposed $800 billion secured term loan B due August 2029 and $1,500 million senior secured notes due August 2029; (3) senior unsecured notes and debentures due 2029 through 2031; and (4) $1 billion Holdco PIK subordinated notes due in October 2031. RRD's ABL facility benefits from a first priority lien on accounts receivable, inventory, and equipment and a second priority lien on principal properties. The term loan and senior secured notes, rated B2, one notch above the CFR, benefits from first priority liens on principal properties and second priority liens on accounts receivable, inventory, and equipment. The Caa1 rating on the unsecured notes and debentures is one notch below the CFR to reflect their junior ranking behind the ABL facility, term loan and junior lien notes but ahead of the Holdco PIK notes. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity subject to pro forma Net First Lien Leverage less than or equal to 3.5x. There is no inside maturity sublimit. The credit agreement is expected to include "J.Crew", "Chewy", "Serta" and "Envision" provisions. Designations of and investments in unrestricted subsidiaries are only permitted up to the builder basket, the general investment basket and the joint ventures investment basket. The credit agreement provides some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt and liens unless such lenders can ratably participate in such priming debt. The stable outlook reflects Moody's expectation that RRD will maintain good liquidity with debt to EBITDA in the high 6x range in the next 12-18 months. The outlook also reflects Moody's expectation that the company will manage its cost structure to offset the secular decline in its commercial printing segment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company is unable to successfully complete the debt financing transaction to fund Valassis, or revenue and EBITDA declines that results in an untenable capital structure or higher refinancing risk. The ratings could also be downgraded if debt to EBITDA moves towards 7x (including PIK notes), (EBITDA-Capex)/Interest remaining below 1x (including PIK interest), or weak liquidity, possibly from persistent negative free cash flow. The ratings could be upgraded if the company generates sustainable positive organic growth in revenue and EBITDA, and maintains debt to EBITDA below 5x. The principal methodology used in these ratings was Media published in June 2021. Headquartered in Chicago, Illinois, R.R. Donnelley & Sons Company is the leader in the North American commercial printing industry. REDLINE INC: Hires Demarco Mitchell PLLC as Counsel --------------------------------------------------- Redline, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Demarco Mitchell, PLLC as legal counsel. The firm will provide these services: a. take all necessary action to protect and preserve the Estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate herein; c. formulate, negotiate, and propose a plan of reorganization; and d. perform all other necessary legal services in connection with these proceedings. The firm will be paid at these rates: Robert T. DeMarco $400 per hour Michael S. Mitchell $300 per hour Barbara Drake, Paralegal $125 per hour The firm was paid a retainer in the amount of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert T. DeMarco, Esq., a partner at Demarco•Mitchell, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert T. DeMarco, Esq. Demarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 991-5591 Email: robert@demarcomitchell.com About Redline, Inc. Redline Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-31660) on June 4, 2024. In the petition signed by Brian Williams, as president, the Debtor estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by Robert T. DeMarco, Esq. at DEMARCO MITCHELL, PLLC. RENALYTIX PLC: Repays $1.06 Million Convertible Bond ---------------------------------------------------- Renalytix plc announced July 15, 2024, the repayment of $1.06 million of the principal amount of the Company's convertible bond and the interest for the period. The repayment was made through the issue of 2,275,000 Ordinary Shares and 4,641,161 American Depositary Shares ("ADSs"). After settlement of the repayment, the principal remaining under the convertible bond will be reduced by $1.06 million to $11.66 million. 11,557,322 new ordinary shares of GBP 0.0025 each in the capital of the Company will be issued to settle including conversion of 4,641,161 ADSs (9,282,322 Ordinary Shares with each ADS representing two Ordinary Shares). An application has been made to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on AIM. It is expected that admission of the 11,557,322 new Ordinary Shares to trading on AIM will become effective on, or around, 8am UK time on 17 July 2024 ("Admission"). The new Ordinary Shares will rank pari passu with the existing Ordinary Shares of the Company. Total voting rights Following Admission, the Company will have 165,925,513 Ordinary Shares in issue with each share carrying the right to one vote. The Company has no Ordinary Shares held in treasury. The total number of voting rights in the Company following Admission will therefore be 165,925,513. Rule 2.9 Disclosure In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Takeover Code"), the Company confirms that following the allotment and issue of the Ordinary Shares mentioned above, the Company has 165,925,513 Ordinary Shares in issue with each Ordinary Share carrying the right to one vote. The Company has no Ordinary Shares held in treasury. The Company also has a sponsored Level III ADR programme. The ADSs are traded on the Nasdaq Global Market and Citibank N.A. acts as the depositary for the programme. Each ADS represents two Ordinary Shares. The total number of voting rights in the Company is therefore 165,925,513. The International Securities Identification Number for the Ordinary Shares is GB00BYWL4Y04. The International Securities Identification Number for the ADSs is US75973T1016. About Renalytix Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ: RNLX) -- www.renalytix.com -- is an artificial intelligence enabled in-vitro diagnostics and laboratory services company that is the global founder and leader in the field of bioprognosis for kidney health. In late 2023, the Company's kidneyintelX.dkd test was recognized as the first and only FDA-authorized prognostic test to enable early-stage CKD (stages 1-3b) risk assessment for progressive decline in kidney function in T2D patients. By understanding how disease will progress, patients and clinicians can take action earlier to improve outcomes and reduce overall health system costs. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations, expects to incur additional losses and require substantial additional capital to fund its operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Renalytix said in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, that, "As a result of its losses and projected cash needs, substantial doubt exists about the Company's ability to continue as a going concern. Substantial additional capital will be necessary to fund the Company's operations, expand its commercial activities and develop other potential diagnostic related products. The Company is seeking additional funding through public or private equity offerings, debt financings, other collaborations, strategic alliances and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company's shareholders. If the Company is unable to obtain funding, the Company may not be able to meet its obligations and could be required to delay, curtail or discontinue research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects." RF CAPITAL: DBRS Confirms Pfd-4(high) Cumulative Shares Rating -------------------------------------------------------------- DBRS Limited confirmed RF Capital Group Inc.'s (RF Capital or the Company) Cumulative Preferred Shares credit rating at Pfd-4 (high) with a Stable trend. The Company's Support Assessment is SA3. KEY CREDIT RATING CONSIDERATIONS The credit rating confirmation reflects RF Capital's solid wealth management franchise, which is underpinned by its good reputation and stability in assets under administration (AUA) and its continued progress in executing its strategic vision. A significant portion of revenues are fee-based, supporting the consistency of underlying earnings. Morningstar DBRS sees operational risk as a key risk for the Company to manage and expects that investments and upgrades to various technology platforms to help service clients should provide a longer-term benefit to RF Capital's operational capabilities as well as its expense base. The credit rating also considers that RF Capital could face challenges in executing its ambitious strategy for future growth. Furthermore, in order to grow the business through advisor and other acquisitions, RF Capital may require an increase in leverage. CREDIT RATING DRIVERS RF Capital's credit rating would be upgraded if there is a significant strengthening of the Company's market positioning and scale combined with a return to consistent overall profitability, while maintaining solid balance sheet fundamentals. Conversely, the Company's credit rating would be downgraded if the Company shows an inability to improve financial performance and significant operational or reputational lapses. In addition, an acquisition that leads to a sustained material increase in leverage would result in a downgrade. CREDIT RATING RATIONALE Franchise Building Block Assessment: Good/Moderate RF Capital's credit rating benefits from its long-standing presence and good reputation in Canada, where it operates in the independent wealth advisory space. At $37 billion in AUA as at March 31, 2024, the Company is one of the larger independent players in an industry dominated by the wealth management divisions of the large Canadian banks and is further aiming to grow in this space both organically and through acquisitions. To that end, the Company has made significant investments in advisor recruitment and support and succession-planning initiatives. RF Capital has also made considerable investments in recent years in its back office and technology platforms, including moving its advisory platform to Fidelity Clearing Canada's unified platform and partnering with Envestnet to support its advisors via digital tools, among other items. While positive for the Company's long-term growth prospects, the investments have resulted in elevated costs in the interim, which in turn has reduced EBITDA growth. Earnings Building Block Assessment: Moderate RF Capital's expenses are currently elevated relative to its scale. Significant investments ahead of the AUA and revenue growth that the company expects to follow have resulted in negative net income for the past two years. Morningstar DBRS expects the level of expenses to decline as the Company completes several of its platform enhancement projects; however, overall operating expenses are likely to remain moderately elevated as the Company continues to invest in growth. Positively, the Company benefits from solid revenue, a high proportion of which is fee-based. The EBITDA margin (adjusted for transformation and other one-time costs) is in line with other Canadian peers. Risk Building Block Assessment: Moderate RF Capital has little on balance sheet risk but faces potential operational risk as it implements various initiatives to grow its business. Operational risk management is critical in a data-intensive and transactional environment, where the consequences of operational breakdown can be severe, both financially and in terms of reputational risks. There are minimal investments on the balance sheet, and assets managed by the financial advisors are largely liquid. Funding and Liquidity Building Block Assessment: Good/Moderate The Company has little on balance sheet risk but faces operational risk as it implements various initiatives to grow its business. RF Capital derives liquidity from its working capital and its credit facilities. The Company has a $200 million revolving credit facility with a syndicate of lenders. As of March 31, 2024, RF Capital had drawn $80.5 million against the facility, unchanged from the balance as at YE2023. It also had $65 million of cash and $88 million of net working capital on hand as at Q1 2024. Capitalization Building Block Assessment: Moderate RF Capital's leverage is moderate. There is limited growth in retained capital because of investments in strategic initiatives and recruiting. Some of the Company's subsidiaries are subject to regulatory capital requirements that ensure sufficient liquidity to meet obligations. According to management, regulatory capital levels, which fluctuate based on margin requirements for outstanding trades and other factors, were in compliance with all regulatory requirements during Q1 2024. Notes: All figures are in Canadian dollars unless otherwise noted. RISKON INTERNATIONAL: Partners With MeetKai for AI Platform ----------------------------------------------------------- RiskOn International, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 12, 2024, the Company entered into (i) a Master Services Agreement, (ii) a Statement of Work #1 to the MSA, (iii) a Development Agreement, (iv) a Statement of Work #1 to the DA, and (v) a letter agreement (the "Side Letter") with MeetKai, Inc. The MSA and MSA SOW supersede, in their entirety, the Master Services Agreement and Statement of Work #1 to the Master Services Agreement entered into between the Company and MeetKai, dated February 21, 2024, which prior agreements, pursuant to their terms, never became effective and were terminated simultaneously with the execution of the Transaction Documents. Pursuant to the MSA and the MSA SOW, MeetKai grants the Company a right to use, sub-license and/or resell MeetKai's generative artificial intelligence platform. The License will be perpetual and the Company will have the (i) right (which shall be exclusive during the first two years of the MSA Term, and non-exclusive thereafter) to use, sub-license and/or resell the Platform on a "white-labeled self-service basis" to the Company's end customer, provided that such end customers are headquartered within the territory of North America and (ii) non-exclusive right to use, sub-license and/or resell the Platform to an End User outside the Territory. Either party will have the right to terminate the License (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice or (B) at any time if the other party materially breaches the MSA SOW and fails to cure such breach within agreed upon cure periods. In addition, the Company will have the right to terminate the License at any time beginning 20 months after the Execution Date, for any or no reason, upon 60 days prior written notice. The licensing fee for the License during the MSA Term will be payable as follows: (i) $666,667 within five days of the Execution Date; (ii) $666,667 on the 15th day of each month, starting in August 2024 through December 2024; and (iii) $333,334 on the 15th day of each month, starting in January 2025 through the end of the MSA Term. In addition, the Company has agreed to pay MeetKai a royalty of 10% of all Net Income after the Company's askROI platform has achieved a cumulative revenue threshold of $4 million. Further, the Company shall reimburse MeetKai 100% of its Operational Costs for maintaining the front-end and back-end of the Platform under the MSA. Pursuant to the DA and the DA SOW, MeetKai will design and develop a website for the Company to be used by the End Users, which will integrate an artificial intelligence knowledge base chat and virtual assistant platform incorporating the use of the Platform. Either party will have the right to terminate the DA SOW (A) after five years from the Execution Date, for any or no reason, upon 60 days prior written notice or (B) at any time if the other party materially breaches the DA SOW and fails to cure such breach within agreed upon cure periods. In addition, the Company will have the right to terminate the DA SIW at any time beginning 20 months after the Execution Date, for any or no reason, upon 60 days prior written notice. The development fee for the Interface during the Term will be payable as follows: (i) $166,667 within five days of the Execution Date; (ii) $166,667 on the 15th day of each month, starting in August 2024 through December 2024; and (iii) $83,333 on the 15th day of each month, starting in January 2025 through the end of the term. Pursuant to the Side Letter, the Company and MeetKai agreed to supplement and modify the Transaction Documents as follows: 1) Until such time as the Company achieves Financial Stability, in no event shall the Company be responsible to paying MeetKai more than an aggregate of $500,000 in any calendar month for all fees, costs and expenses under the Transaction Documents; 2) All Fees and Expenses due under the Transaction Documents that are in excess of the Monthly Minimum shall accrue (without penalty or interest) and not be payable until such time as the Company achieves Financial Stability. Once the Company determines that it has achieved Financial Stability, then the Company shall pay to MeetKai all the Accrued Fees and Expenses in 12, equal monthly payments; 3) So long as the Company is making the Monthly Minimum payment, MeetKai shall not have the right to (i) terminate any of the Transaction Documents for failure to pay any Fees and Expenses or (ii) stop or slow down on providing services under the Transaction Documents. The Company shall have 60 days to cure any breach of the failure to pay any Fees and Expenses; and 4) In the event that the Company is unable to raise $10 million of gross proceeds from raising capital (equity, debt or a combination thereof) within four months from the Execution Date, then the Company and MeetKai shall use good faith efforts to renegotiate the terms, conditions, scope and Fees and Expenses of the Transaction Documents. In the event that the parties, having used good faith efforts to reach agreement on revised terms, conditions, scope and Fees and Expenses of the Transaction Documents, fail to reach such agreement within 45 days of the start of such renegotiation period, then either party shall have the right, upon written notice to the other party, to terminate one or more of the Transaction Documents that were not renegotiated, with immediate effect. About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. RiskOn reported a net loss of $87.36 million for the year ended March 31, 2023, compared to a net loss of $10.55 million for the year ended March 31, 2022. As of Dec. 31, 2023, the Company had $16.96 million in total assets, $30.52 million in total liabilities, and a total shareholders' deficit of $13.56 million. As of December 31, 2023, RiskOn had $101,487 in cash and cash equivalents. The Company believes that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and it needs to raise capital to support its operations, raising substantial doubt about its ability to continue as a going concern. The Company acquired BitNile.com in March 2023, which has generated nominal revenue as of December 31, 2023, according to the Company's Quarterly Report for the period ended Dec. 31, 2023. RISKON INTERNATIONAL: Posts $34.49M Net Loss in FY Ended March 31 ----------------------------------------------------------------- RiskOn International, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $34.49 million on $332,425 of total revenue ($239,839 RiskOn360, Inc. revenue, $64,350 BNC and service revenue, and $28,236 Guycare, Inc. revenue) for the year ended March 31, 2024, compared to a net loss of $87.36 million on $0 of revenue for the year ended March 31, 2023. As of March 31, 2024, the Company had $10.67 million in total assets, $36.01 million in total liabilities, and a total shareholders' deficit of $25.34 million. New York, New York-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated July 15, 2024, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. RiskOn stated, "Our cash requirements are more than our current cash and working capital resources. Accordingly, we will require additional financing to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us to enable us to sustain our plan of operations or to repay our liabilities. "There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. "If we are unable to raise the funds that we require to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001437491/000121465924012432/roi62124010k.htm About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) is a holding company incorporated in the State of Nevada on Nov. 19, 2007. The change in the name and ticker were undertaken to emphasize its commitment to developing a vertically integrated community while creating a seamless and enriched user experience. RiskOn owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. The Company also wholly owns RiskOn360, Inc., formerly Ault Iconic, and GuyCare, Inc. RiskOn360 organizes and holds business training conference and learning seminars on certain dates and in certain cities across the United States; RiskOn360 held one event during the twelve months ended March 31, 2024. GuyCare was formed in September 2023 and provides men's health and wellness services as a core part of creating a sound and successful individual experience; GuyCare opened its first clinic in January 2024. The Company is developing askROI.com, an artificial intelligence-powered software-as-a-service ("SAAS") platform through ROII. askROI will utilize a licensed large language model ("LLM") to provide businesses with intelligent data analysis, actionable insights, and decision support. The platform is designed to integrate with existing company tools and data sources, offering solutions for sales, support, and administrative teams. RITE AID CORP: Closes Additional Stores in Mahoning Valley ---------------------------------------------------------- Grace Christopher of 21WFMJ reports that Rite Aid announces the closure of additional stores, four in the Mahoning Valley. Another round of closings are coming to Rite Aids across the Mahoning Valley. Drug stores in Cortland, Hubbard, East Palestine and Girard will be closing their doors in the next coming weeks. Last year, 2023, the company filed for Chapter 11 bankruptcy and has been shutting down stores around Ohio and Michigan. The latest stores to be closing include ones located at 713 North State Street in Girard, 147 West Liberty Street in Hubbard, 25 West Main Street in East Palestine and 569 High Street in Cortland. Earlier this week, the company announced that they would be closing a store in Youngstown on the corner of Youngstown-Poland Road and Thalia Avenue. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. RITE AID: Asks Court to Put Elixir Buyer in Contempt ---------------------------------------------------- Rick Archer of Law360 reports that bankrupt pharmacy chain Rite Aid has asked a New Jersey bankruptcy judge to find the purchaser of its prescription benefits subsidiary in contempt, saying the buyer is defying his orders by refusing to assume $200 million of the subsidiary's liabilities. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy. Its wholly owned subsidiaries include Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and Services Company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid Corporation and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, their chief executive officer and chief restructuring officer, Rite Aid Corp. disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the jointly consolidated cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructing Administration as claims and noticing agent. Kramer Levin Naftalis & Frankel LLP, serves as counsel to the Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP serves as co-counsel to the Committee. A Tort Claimants Committee is represented by Akin Gump Strauss Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the children's fetal opioid exposure. DLA Piper LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as co-counsel to Bank of America, N.A., the administrative agent for the prepetition first lien lenders and the DIP lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP represent the Ad Hoc Group of Secured Noteholders. FTI Consulting and Evercore are serving or served as financial advisors to the bondholders. ROBERT B. PRITT: Unsecureds Will Get 100 Cents on Dollar in Plan ---------------------------------------------------------------- Robert B. Pritt D.O., P.A. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization under Subchapter V dated July 5, 2024. The Debtor is a Florida Professional Services Corporation, founded in 2002, which has maintained its principal place of business in Naples, Florida for more than 180 days. The Debtor's owner is Dr. Robert B. Pritt. Dr. Pritt has been an Osteopathic Physician licensed in the State of Florida since June 13, 1994 and has no disciplinary history and no claims for professional negligence pending. The Debtor is an outpatient family medical practice providing medical services to its patients. The Debtor is ultimately in financial distress because of a merchant credit advance from Pearl Capital ("MCA") taken out in the name of the business by a prospective buyer Mr. Darren Majors on December 4, 2023 without authority or knowledge of the Debtor. Mr. Majors entered into a purchase agreement with Dr. Pritt to purchase the Family Practice on December 12, 2023. Mr. Majors was hiring Dr. Pritt to stay on as a medical director of the Practice. After bringing staff into the business, Darren Majors then was unable/unwilling to pay the contract amount alleging inter alia, that he was having trouble with his "capital partners" and was unable to finalize the payments. Unbeknownst to Dr. Pritt, Mr. Majors utilized the MCA and deposited the money into the business account to partially capitalize the business to pay payroll and other expenses. In addition to these issues, the Debtor has suffered from the failure to properly provide for taxes which the debtor was on a payment plan with the Internal Revenue Service prior to the MCA's disruption of the Debtor's business. This Plan of Reorganization proposes to pay creditors of the Debtor from revenue to promote the continuation, preservation, or operation of the business of the Debtor. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan provides for full payment of administrative expenses and priority claims. Class 3 consists of nonpriority unsecured creditors. Beginning not later than 90 days after the Effective Date, and continuing every three calendar months thereafter, the Class shall receive a pro rata monthly distribution collectively totaling the Debtor's PDI for the three calendar months immediately preceding such payment, after payment of administrative expense claims and priority tax claims. This Class shall be paid until their allowed claims are paid in full, or 30 days after the Relevant Income Period expires, whichever is earlier. The Debtor's PDI for the Relevant Income period totals $202,896.56. Class 3 is impaired by this Plan, and is entitled to vote on this Plan. Class 4 consists of Equity Security Holders. Robert Pritt and Danell Domke are the sole Equity Security Holders. Equity Security Holders shall retain their interest in the Debtor. Other than the compensation requested in the Debtor's Motion for Authority to Pay Affiliate Officer Salary which will be filed, no compensation shall be made by the Debtor to the Equity Security Holder until the earlier of: (i) the end of the life of this Plan; or (ii) such time as all allowed Class 5 claims are paid in full. Payments required under this Plan will be funded from revenues generated by the Debtor's continued operations. A full-text copy of the Plan of Reorganization dated July 5, 2024 is available at https://urlcurt.com/u?l=0dOqf9 from PacerMonitor.com at no charge. Counsel for the Debtor: Alan F. Hamisch, Esq. The Law Office of Alan F. Hamisch 501 Goodlette Frank Rd, A-210 Naples, FL 34102 Phone: (239) 216-4783 Email: alan@napleslitigation.com About Robert B. Pritt D.O. Robert B. Pritt D.O., P.A., is an outpatient family medical practice providing medical services to its patients. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00464) on April 5, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Caryl E. Delano presides over the case. Alan F. Hamisch, Esq., at Hamisch & Hurvitz, PLLC, is the Debtor's legal counsel. ROBERTSHAW US HOLDING: Invesco Asks for $100Mil. More in Debt Row ----------------------------------------------------------------- Bloomberg News reports that Invesco Ltd. demanded over $100 million more from Robertshaw on Monday, July 15, 2024, as part of its ongoing court battle against the bankrupt appliance parts maker, saying the company should be forced to pay for helping strip the asset manager of its senior position in Robertshaw's reorganization. In a new claim filed as part of Robertshaw's bankruptcy, Invesco repeated many of the allegations it made in a trial that ended last month, June 2024, in a partial victory for the lender. Invesco had previously sought about $248 million. Houston-based US Bankruptcy Judge Christopher Lopez rejected Invesco's attempt to gain control of Robertshaw's restructuring case, but agreed that the company itself violated its credit agreement with Invesco and said that the firm could seek monetary damages over the breach. It's unclear how much money Robertshaw will have to pay after lenders including Bain Capital, Eaton Vance Management, Canyon Capital Advisors and private equity owner One Rock Capital Partners were approved to buy the company's assets by swapping their debt for ownership. Invesco had challenged the December financing that pushed the firm out of its senior position in Robertshaw's restructuring. The move follows the courtroom unraveling last week of a 2022 rescue financing for bankrupt Platinum Equity backed Incora. Another US bankruptcy judge in Texas, Marvin Isgur, said the controversial $250 million financing for the aerospace parts supplier wrongly stripped collateral from other investors. A Robertshaw lawyer indicated during a court hearing Monday that the company intends to object to Invesco’s claim. A bankruptcy judge is scheduled to consider the claim at a hearing in early August, lawyers said. The case is Robertshaw US Holding Corp., number 24-90052, in the US Bankruptcy Court for the Southern District of Texas. 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: Gets Court Okay to Proceed w/ Chapter 11 Plan -------------------------------------------------------------- Emlyn Cameron of Law360 reports that a Texas bankruptcy judge on Monday, July 8, 2024, allowed Romance Writers of America to move forward with its bankruptcy plan in the trade association's streamlined Chapter 11 case, noting that there were no objections to confirming the reorganization. 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. RQMJXL LLC: Drew McManigle Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 7 appointed Drew McManigle as Subchapter V trustee for RQMJXL, LLC. Mr. McManigle will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McManigle declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Drew McManigle 700 Milam, Suite 1300 Houston, TX 77002 Telephone: (410) 350-1839 Email: drew@macco.group About RQMJXL LLC RQMJXL, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-33112) on July 1, 2024, with $1 million to $10 million in both assets and liabilities. Robert Orfino, manager, signed the petition. Judge Eduardo V. Rodriguez presides over the case. H. Gray Burks, IV, Esq., at Burksbaker, PLLC represents the Debtor as legal counsel. SANUWAVE HEALTH: Extends Forbearance to Dec. 31, Updates Note Terms ------------------------------------------------------------------- Sanuwave Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 15, 2024, the Company entered into the Sixth Amendment to Note and Warrant Purchase Agreement, which amends that certain Note and Warrant Purchase and Security Agreement, dated as of August 6, 2020, with the noteholders party thereto and NH Expansion Credit Fund Holdings LP, as agent. The Agent and the Holders agreed to continue to forbear upon exercising remedies in connection with certain existing events of default under the NWPSA until the earlier of (x) the occurrence of an event of default and (y) December 31, 2024. The Sixth Amendment also added, as of June 30, 2024, a consent fee of $670,841 to the principal amount of the notes issued pursuant to the NWPSA, and provides that, with respect to the interest payment date of March 31, 2024, deferred interest shall be $163,519 and default interest shall be $272,532. On and after April 1, 2024, for each fiscal quarter during which any interest is payable in cash, deferred interest and default interest shall be calculated based on the principal amount of the Notes as of the beginning of the quarter and shall include any default interest accrued to date. 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 forwound healing. SANUWAVE Health reported a net loss of $25.81 million for the year ended Dec. 31, 2023, compared to a net loss of $10.29 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $23.32 million in total assets, $70.92 million in total liabilities, and a total stockholders' deficit of $47.59 million. New York, N.Y.-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. SERIOUS DOGS: Hires CBH Attorneys & Counselors PLC as Counsel ------------------------------------------------------------- Serious Dogs, LLC d/b/a Serious Dogs & Brews, seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ CBH Attorneys & Counselors, PLC as counsel. The firm's services include: a. providing information to Debtor with regard to its duties and responsibilities as required y the United State Bankruptcy Code of debtor-in-possession; b. assisting in the preparation of schedules and statement of affairs; c. drafting pleadings that are necessary or advisable to further the Debtor's goal of successfully obtaining confirmation of Chapter 11 Plan; d. researching legal issues that may arise during the course of Debtor's bankruptcy proceedings; e. pursuing and all claims of Debtors against third parties, including, but not limited to, preferences, fraudulent conveyances, and accounts receivable; f. representing Debtor with regard to any actions brought against it by third parties in the bankruptcy proceeding; g. assisting in the negotiations with secured, unsecured, and priority creditors; h. communicating with the United States Trustee's Office and Subchapter V Trustee; i. drafting a Plan of Reorganization with a likelihood of confirmation; and j. obtaining confirmation of a Plan of Reorganization The firm will be paid at these rates: Partners or Senior Attorneys $350 per hour Associate Attorneys $250 per hour Paralegals $175 to $195 per hour The firm received from the Debtor a retainer of $13,238. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven L. Rayman, Esq., a partner at CBH Attorneys & Counselors, PLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven L. Rayman, Esq. CBH Attorneys & Counselors, PLC 141 East Michigan Avenue, Suite 301 Kalamazoo, MI 49007 Tel: (269) 345-5156 About Serious Dogs, LLC d/b/a Serious Dogs & Brews Serious Dogs, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01779) on July 3, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Scott W. Dales presides over the case. Emily Jo Gudwer, Esq., at Cbh Attorneys & Counselors represents the Debtor as legal counsel. SHAPEWAYS INC: Seeks Chapter 7 Bankruptcy, Shuts Down Operations ---------------------------------------------------------------- Daniel Kline of The Street reports that big tech company, Shapeways, has filed for Chapter 7 bankruptcy. The 3D printing company is one of the pioneers in the space, but it will not survive to see the technology move into the mainstream (or help colonize Mars). Shapeways has stopped operating and has shut down all its subsidiaries in preparation for its assets to be auctioned off. "On July 2, 2024, after considering all strategic alternatives, Shapeways Holdings Inc. ceased operations and filed a voluntary petition for relief ... under the provisions of Chapter 7 of Title 11 of the United States Code," according to the filing. The filing will trigger a default on the company's "$669,500 secured promissory note dated June 10, 2024, entered into with 3DP Custom Manufacture LLC as lender, which results in acceleration of the company’s obligations under such instruments," it reported. In addition, the company's executive team and board have resigned. As of the filing date, Shapeways no longer has any employees or directors. The sale of its assets and dispersal of any proceeds will be handled by the bankruptcy court. "As a result of the bankruptcy filing, a Chapter 7 trustee will be appointed by the Bankruptcy Court and will administer the Company’s bankruptcy estate, including liquidating the assets of the Company in accordance with the Bankruptcy Code," the filing says. "Once a Chapter 7 trustee is appointed, an initial hearing for creditors will be scheduled, and the Notice of Bankruptcy Case Filing will be sent to known creditors." The brief Chapter 7 bankruptcy filing did not include a list of creditors or a range of assets and liabilities. About Shapeways Inc. Shapeways Inc., facilitates the design, manufacture, and sale of 3D printed products in the United States, Europe, and internationally. Its website provides services to 3D designers for uploading and printing their models that enables them to turn their digital creations into physical products. The company's website also offers a marketplace, which enables designers to share and sell their products, including a range of personalized custom-made items, such as jewelry, household items, and art products. The company was founded in 2008 and is based in Long Island City, New York. Shapeways Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-bk-11488) on July 2, 2024. The Debtor is represented by Russell C. Silberglied of Richards, Layton & Finger. SIU-FUNG CERAMICS: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Debtor: Siu-Fung Ceramics Holdings Limited Business Description: The company manufactures and sells ceramic products such as tiles, sanitary ware and tableware. Chapter 15 Petition Date: July 19, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-33299 Foreign Proceeding: Companies (Winding Up and Miscellaneous Provisions)(Amendment) Ordinance 2016 and Bankruptcy (Amendment) Ordinance 2005 pursuant to Hong Kong Laws The Debtors in Foreign Proceedings are: Siu-Fung Ceramics Holdings Limited; Siu-Fung Ceramics Concept Company Limited; NHD Systems (Holdings) Limited; NHD Systems (Asia) Limited; Siu Fung Concept Limited; Siegfried Lee Siu-Fung; and Siu Fung Siegfried Lee. Foreign Representatives: Alan CW Tang, Anita CM Hou, and Terry LK Kan Foreign Representatives' Counsel: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. 3040 Post Oak Boulevard Suite 1800-150 Houston, TX 77056-6541 Tel: 713-970-1066 Email: spackman@archerlaw.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PKUATVA/Siu-Fung_Ceramics_Holdings_Limited__txsbke-24-33299__0001.0.pdf?mcid=tGE4TAMA SM ENERGY: Moody's Rates New Unsecured Notes Due 2029 & 2032 'B1' ----------------------------------------------------------------- Moody's Ratings assigned B1 ratings to SM Energy Company's (SM) proposed $650 million of senior unsecured notes due in 2029 and $650 million of senior unsecured notes due in 2032. SM's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and SGL-1 Speculative Grade Liquidity Rating (SGL) remain unchanged. The rating outlook remains stable. "SM will use proceeds from its senior unsecured notes offering to fund a portion of its pending $2.0 billion acquisition of 80% of the assets of XCL Resources and to refinance its $349 million senior unsecured notes due in 2025." Said Jake Leiby, Moody's Ratings Senior Analyst. RATINGS RATIONALE SM's proposed senior unsecured notes are rated B1, one notch below the Ba3 CFR, reflecting the notes' subordination to the senior secured revolving credit facility's priority claim to the company's assets. The revolving credit facility has a priority claim over SM's assets and is secured by substantially all of SM's proved oil and gas reserves. The proposed senior unsecured notes due in 2029 will include a Special Mandatory Redemption provision if the XCL acquisition does not close prior to July 1, 2025, but the proposed senior unsecured notes due in 2032 will remain outstanding regardless of whether the acquisition closes. SM's Ba3 CFR is supported by its sizable acreage position in the Midland Basin, competitive cost structure, track record of consistent organic production and reserve growth, and Moody's expectation for continued consistent free cash flow generation and improving leverage in 2025 following the acquisition of 80% of the assets of XCL Resources (XCL, unrated and a portfolio company of EnCap Investments L.P. and Rice Investment Group). The rating is also supported by its geographic diversity, which will be further enhanced by the XCL acquisition. SM's credit profile is constrained by its scale relative to higher rated E&P peers and the increase in leverage that will come with the XCL acquisition. Moody's expect the company to emphasize debt reduction over sizable dividend increases and share buybacks in the coming years in order to return leverage to management's 1.0x long-term target. SM's SGL-1 rating indicates Moody's expectations for the company to maintain very good liquidity, supported by its ability to generate free cash flow and its available revolver capacity. Moody's expect SM to have a minimal cash balance and around $1.5 billion of available borrowing capacity under its secured revolving credit facility after closing the XCL acquisition. The revolver currently has a $2.5 billion borrowing base and $1.25 billion of lender commitments, however, lender commitments are expected to increase to in connection with the XCL acquisition. Moody's expect SM's cash flow generation to be sufficient to cover it spending requirements, despite the higher level of annual capital spending that will be required to maintain its larger production base pro forma for the XCL acquisition, and for free cash flow to be applied to debt reduction. Moody's expect SM's share repurchase activity to slow significantly until the company's leverage returns to below its long-term target of 1.0x. SM's revolver includes financial covenants requiring maintenance of total debt to EBITDAX of no greater than 3.5x and a current ratio of no less than 1.0x. Moody's expect the company to maintain ample headroom under its covenants. The stable outlook reflects Moody's expectation that SM will continue to generate free cash flow and prioritizes debt reduction after the closing of the XCL acquisition. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS SM's credit ratings could be upgraded if the company meaningfully reduces debt after the acquisition closes, demonstrates an ability to maintain its increased production scale at competitive returns on investment, and maintains RCF/debt above 50%. Ratings could be downgraded if RCF/Debt falls below 30%. An additional leveraging acquisition or substantial returns to shareholders prior to achieving expected debt reduction could also lead to a downgrade in the ratings. SM Energy Company is a Denver, Colorado based publicly traded E&P company with primary production operations in the Eagle Ford Shale (Webb County) and the Midland Basin (Howard, Upton, Midland and Martin Counties) of Texas. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. SOS HYDRATION: Unsecured Creditors to Get Nothing in Plan --------------------------------------------------------- SOS Hydration, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a Plan of Reorganization for Small Business dated July 5, 2024. The Debtor sells vitamin-enhanced electrolyte powder in both single-use, easily portable "stick" form that can be poured into a bottle, and "tub" form that can be scooped to make multiple servings. The Debtor's hydration product contains only 1/10th the sugar of traditional sports drinks. The Debtor sells its products and branded merchandise via its online website, www.soshydration.com, and its product on the Amazon online marketplace and in various national and regional "brick and mortar" drug and/or grocery store chains. As a startup company, the Debtor engaged in fundraising to establish its operations, market and grow its brand, and with the intent of trying to go public. On January 21, 2022, the Debtor filed its Form S-1 Registration Statement with the U.S. Securities Exchange Commission (the "SEC"), and with the intention of later going public. On April 4, 2022, the Debtor filed a Free-Writing Prospectus with the SEC, which proposed an IPO of $7.5 million in common stock and warrants. Prior to trying to go public, the Debtor entered into a series of financing transactions to provide working capital and sustain operations. In light of the Debtor's inability to attract additional capital to be able to continue operating, and threats of collection from existing lenders, which the Debtor lacked the financial ability to defend or pay, the Debtor engaged insolvency counsel and, in consultation with its counsel, made the difficult decision to file for bankruptcy to seek to restructure its financial affairs. On May 31, 2024, the Debtor filed its voluntary petition for relief under chapter 11 of title 11 of the United States Code, in the U.S. Bankruptcy Court for the District of Nevada in Las Vegas, thereby commencing its reorganization case. The Debtor's financial projections show that it will have projected disposable income of $134,778 over the next 3 years. Assuming the Plan is confirmed and goes effective by September 2024, the final Plan payment is expected to be paid by September 2027. This Plan of Reorganization under chapter 11 of the Code proposes to pay creditors of the Debtor from cash flow from future operations as needed. Non-priority unsecured creditors holding Allowed claims will receive distributions, which the Debtor has valued at $0.00 on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 5 consists of NonPriority General Unsecured Creditors. Each holder of an Allowed general unsecured, non-priority claim in Class 5 shall not receive or retain any property under the Plan. Class 5 is impaired, is not entitled to vote on the Plan, and is deemed to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code. The allowed unsecured claims total $5,200,000. Except to the extent that the Holders of Class 6 Equity Interests agree to less favorable treatment, they shall retain their Equity Interests, subject to the terms and conditions of this Plan. Class 6 is unimpaired and thus is deemed to accept the Plan. This Plan will be funded through cash flow generated from the future business operations of the Debtor. A full-text copy of the Plan of Reorganization dated July 5, 2024 is available at https://urlcurt.com/u?l=g429hK from PacerMonitor.com at no charge. Attorneys for the Debtor: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. Larson & Zirzow, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About SOS Hydration SOS Hydration Inc. is a company based in Maricopa, Ariz., which specializes in providing electrolyte-enhanced products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-12774) on May 31, 2024. In the petition signed by its chief executive officer, James Mayo, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Mike K. Nakagawa oversees the case. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, is the Debtor's legal counsel. STAFFING 360: Incurs $2.56 Million Net Loss in First Quarter ------------------------------------------------------------ Staffing 360 Solutions, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.56 million on $41.44 million of revenue for the three months ended March 30, 2024, compared to a net loss of $2.86 million on $47.62 million of revenue for the three months ended April 1, 2023. As of March 30, 2024, the Company had $62.16 million in total assets, $72.34 million in total liabilities, and a total stockholders' deficit of $10.18 million. "We have an unsecured payment due in the next 12 months associated with a historical acquisition and secured current debt arrangements representing approximately [$19,116,000] which are in excess of cash and cash equivalents on hand, in addition to funding operational growth requirements. Historically, we have funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If we are unable to obtain additional capital, such payments may not be made on time. These factors raise substantial doubt as to our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments or classifications that may result from our possible inability to continue as a going concern," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001499717/000149315224027153/form10-q.htm About Staffing 360 Solutions Headquartered in New York, Staffing 360 Solutions, Inc. -- http://www.staffing360solutions.com/-- is engaged in the execution of a buy-integrate-build strategy through the acquisition of domestic and international staffing organizations in the United States. The Company believes that the staffing industry offers opportunities for accretive acquisitions and as part of its targeted consolidation model, is pursuing acquisition targets in the finance and accounting, administrative, engineering, IT, and light industrial staffing space. STAR HOLDING: Moody's Rates New $350MM Senior Secured Notes 'B2' ---------------------------------------------------------------- Moody's Ratings assigned B2 rating to Star Holding LLC's proposed $350 million backed senior secured notes due 2031. Star Holding's other ratings, including its B2 Corporate Family Rating, a B2-PD Probability of Default Rating, and B2 ratings on its $775 million backed senior secured term loan and $175 million backed senior secured revolving credit facility remain unchanged. The outlook is stable. Star Holding is acquiring US Silica Holdings, Inc. (US Silica) and will use the proceeds of the proposed notes and term loan to repay debt of the target company and partially cover the acquisition costs. Existing ratings on US Silica Company, Inc. (B1 stable) will be withdrawn once the acquisition closes and its rated debt is no longer outstanding. RATINGS RATIONALE Star Holding's proposed senior secured notes are rated B2, at the same level as the CFR and the B2 ratings on its senior secured term loan and senior secured bank credit facility. The notes will be secured by the first priority security interests in substantially all material assets of the company, its Parent (Star Parent Holding I LLC) and its subsidiary guarantors (US Silica Holdings, Inc. and other subsidiaries). The notes will rank pari passu to company's $775 million term loan and $175 million revolver facility. The company's total first-lien debt is not expected to exceed $1,125 million at closing of the acquisition of US Silica. The stable outlook reflects Moody's expectation that the company will continue to generate positive free cash flow in 2024 and 2025, despite a modest contraction in earnings in the O&G segment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade of B2 CFR could be considered if Star Holding sustains leverage (debt/EBITDA) below 3x, maintains positive free cash flow even on the down cycle, reduces exposure to volatile industries. The ratings could be downgraded if debt/EBITDA rises above 5x on a sustained basis, including as a result of the reduction in scale; or if its liquidity position deteriorates or free cash flow becomes negative. Based in Katy, Texas, Star Holding LLC and its subsidiaries operates silica, diatomaceous earth and specialty clay mining and processing facilities. It is one of the largest producers of commercial silica and engineered materials derived from minerals in North America. The company has two operating segments Oil and Gas Proppants (O&G, representing about 61% of total revenues) and Industrial & Specialty Products (ISP, with about 39% of revenues). The principal methodology used in this rating was Building Materials published in September 2021. STENSON LANDSCAPE: Amends Several Secured Claims Pay Details ------------------------------------------------------------ Stenson Landscape & Irrigation, Inc., submitted an Amended Plan of Reorganization dated July 5, 2024. The Plan provides for a reorganization and restructuring of the Debtor's financial obligations. The Plan provides for a distribution to Creditors in accordance with the terms of the Plan from the Debtor over the course of 5 years from the Debtor's continued business operations. Class 1A consists of the Secured Claim of Ad Valorem Tax Authorities. The Allowed Class 1A Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive monthly installments of $300.00 commencing the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1A Claim is paid in full. The Debtor estimates the aggregate of all Allowed Class 1A Claims is $7,705.37 based upon the Court's claim register. Class 1N consists of the Secured Claim of Mitsubishi. Mitsubishi has filed a proof of claim asserting it is owed approximately $156,698.25. The unpaid principal balance of the Allowed Class 1N Claim is hereby allowed as an Allowed Secured Claim in the amount of $118,000.00. Simple interest shall accrue on the unpaid balance owed to the Allowed Class 1N Claim holder at the rate of 9% from and after the Confirmation Date. The Allowed Class 1N Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive monthly installments of $2,450.00 commencing the first day of the first full calendar month following the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1N Claim is paid in full. The maturity date shall be the first day of the 60th month after the first full calendar month following the Effective Date, at which time the remaining balance due and owing, if any, shall be paid in full. Class 1P consists of the Secured Claim of PNC 9790. PNC 9790 has filed a proof of claim asserting it is owed approximately $4,078.14. The unpaid principal balance of the Allowed Class 1P Claim is hereby allowed as an Allowed Secured Claim in the amount of $4,078.14. Simple interest shall accrue on the unpaid balance owed to the Allowed Class 1P Claim holder at the rate of 7% from and after the Confirmation Date. The Allowed Class 1P Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive monthly installments of $170.00 commencing the first day of the first full calendar month following the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1P Claim is paid in full. The maturity date shall be the first day of the 24th month after the first full calendar month following the Effective Date, at which time the remaining balance due and owing, if any, shall be paid in full. Class 1Q consists of the Secured Claim of PNC 9314. PNC 9314 has filed a proof of claim asserting it is owed approximately $71,253.97. The unpaid principal balance of the Allowed Class 1Q Claim is hereby allowed as an Allowed Secured Claim in the amount of $71,253.97. Simple interest shall accrue on the unpaid balance owed to the Allowed Class 1Q Claim holder at the rate of 7% from and after the Confirmation Date. The Allowed Class 1Q Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive monthly installments of $1,411.00 commencing the first day of the first full calendar month following the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1Q Claim is paid in full. The maturity date shall be the first day of the 60th month after the first full calendar month following the Effective Date, at which time the remaining balance due and owing, if any, shall be paid in full. Class 1R consists of the Secured Claim of PNC 0203. PNC 0203 has filed a proof of claim asserting it is owed approximately $83,728.65. The unpaid principal balance of the Allowed Class 1R Claim is hereby allowed as an Allowed Secured Claim in the amount of $83,728.65. Simple interest shall accrue on the unpaid balance owed to the Allowed Class 1R Claim holder at the rate of 3.9% from and after the Confirmation Date. The Allowed Class 1R Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive monthly installments of $1,658.00 commencing the first (1st) day of the first full calendar month following the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1R Claim is paid in full. Like in the prior iteration of the Plan, each holder of an Allowed Unsecured Claim in Class 3 shall be paid by Reorganized Debtor from an unsecured creditor pool, which pool shall be funded at the rate of $6,300 per month. Payments from the unsecured creditor pool shall be paid quarterly, for a period not to exceed 5 years (20 quarterly payments) and the first quarterly payment will be due on the 20th day of the first full calendar month following the last day of the first quarter. The Debtor proposes to implement and consummate this Plan through the means contemplated by Sections 1123 and 1145(a) of the Bankruptcy Code. From and after the Effective Date, in accordance with the terms of this Plan and the Confirmation Order, the Reorganized Debtor shall perform all obligations under all executory contracts and unexpired leases assumed in accordance with Article 6 of this Plan. A full-text copy of the Amended Plan of Reorganization dated July 5, 2024 is available at https://urlcurt.com/u?l=xOb0hB from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Stenson Landscape & Irrigation Stenson Landscape & Irrigation, Inc., is a small landscape business. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40243) on Feb. 1, 2024. In the petition signed by Tracy Terrell Doyle, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Brenda T. Rhoades oversees the case. DeMarco Mitchell, PLLC. serves as the Debtor's counsel. STERLING CREDIT: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Sterling Credit Corp. The committee members are: 1. William L. Kyle, III c/o William McDaniel, Esq. Lansing Roy, P.A. 1710 Shadowood Ln., STE 210 Jacksonville, FL 32207 (904) 391-0030 wmcdaniel@lansingroy.com 2. Celia K. McCarthy c/o William McDaniel, Esq. Lansing Roy, P.A. 1710 Shadowood Ln., STE 210 Jacksonville, FL 32207 (904) 391-0030 wmcdaniel@lansingroy.com 3. Marcia M. Mathes Revocable Trust c/o Frank M. Wolff, Esq. 135 W. Central Blvd., STE 300, Orlando, FL 32801 (407) 583-6527 fwolff@nardellalaw.com 4. Charles K. Cartwright, IV 1383 Elysium Blvd. Mount Dora, FL 32757 (352) 516-4806 kirbycartwrightiv@gmail.com 5. Michael Jennings 3512 Edlingham Ct. Belle Isle, FL 32812 (407) 575-4755 mjajennings@gmail.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 Sterling Credit Corp. Sterling Credit Corp. -- https://sterlingcreditcorporation.com/about -- provides capital and collection services to customers. It is based in Altamonte Springs, Fla. Sterling Credit sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02830) on June 4, 2024, with $10 million to $50 million in both assets and liabilities. William R. Ward, president, signed the petition. Judge Tiffany P Geyer oversees the case. The Debtor is represented by Robert Drake Wilcox, Esq., at Wilcox Law Firm. SUMMIT MIDSTREAM: Moody's Hikes CFR to B2, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings upgraded Summit Midstream Partners, LP's (SMLP) Corporate Family Rating to B2 from B3, Probability of Default Rating to B2-PD from B3-PD and series A preferred stock rating to Caa2 from Caa3, and maintained the stable outlook. SMLP's SGL-3 Speculative Grade Liquidity (SGL) rating remains unchanged. Moody's also assigned a B3 rating to Summit Midstream Holdings, LLC's (Summit Midstream) proposed $500 million senior secured second lien notes due 2029. Summit Midstream's B3 rating on the existing senior secured second lien notes and Caa2 rating on the existing senior unsecured notes have been reviewed in the rating committee and remain unchanged. The rating outlook remains stable. Concurrently with the issuance of the new second lien notes, Summit Midstream is amending its asset-based revolving credit facility (ABL) to a larger $500 million facility. The company plans to use net proceeds from the proposed second lien notes, some ABL borrowings and cash balances to repurchase or redeem all of the existing second lien notes and unsecured notes. Moody's ratings are subject to review of all final documentation and the execution of the transaction as proposed. "The upgrade of SMLP's CFR reflects significant reduction in debt and improved leverage metrics, even as recent asset sales that funded debt reduction have also considerably reduced the company's scale," said Amol Joshi, Moody's Ratings Vice President and Senior Credit Officer. "The proposed transaction should boost the company's liquidity profile while refinancing debt and extending its debt maturities." RATINGS RATIONALE SMLP's B2 CFR is supported by its geographically diverse gathering & processing (G&P) assets and diversified customer base, reducing volatility in earnings. The company has stated that over 85% of its 2023 gross margin was derived from fee-based contracts, while volumetric risk is partially mitigated by acreage dedications and some minimum volume commitments (MVCs). Although SMLP's scale has reduced considerably after recent asset sales, the company's business profile is supported by its equity method investment in Double E natural gas pipeline in the Delaware Basin (Double E pipeline), and should benefit from its further commercialization and from potential capacity expansion. However, SMLP holds its 70% interest in the Double E pipeline through an unrestricted subsidiary, whose earnings are burdened by significant requirements to service unrated debt and preferred stock obligations raised by the company to fund this investment. Moody's expect SMLP to generate meaningful free cash flow after funding fixed charges and capital spending requirements through 2025, and likely use the free cash flow to continue to reduce some debt and improve its leverage metrics. SMLP's capital spending should be modest in the near-term, and it will likely be focused in the DJ Basin and the Williston Basin. Capital spending in its Piceance Basin and Barnett Shale assets should be minimal. Summit Midstream's proposed second lien notes are rated B3, one notch below SMLP's B2 CFR, reflecting the amended ABL facility's priority claim and significant size. The $500 million ABL facility will be subject to a borrowing base and have a first lien claim on substantially all assets and subsidiary capital stock. The proposed secured notes will have a second priority lien on the ABL collateral. If the proportion of revolver debt increases due to factors including as a result of increasing the size of the ABL or significant utilization of the facility, Summit Midstream's second lien notes could get downgraded. The B3 rating on the existing senior secured second lien notes and Caa2 rating on the existing senior unsecured notes remain unchanged as Moody's expect a full repayment of these obligations from the transaction proceeds. SMLP's series A preferred stock is rated Caa2, three notches below SMLP's B2 CFR. Moody's consider the Caa2 rating on the preferred stock to be more appropriate than the rating suggested by Moody's Loss Given Default for Speculative-Grade Companies Methodology. The preferred stock receives 100% equity treatment in Moody's calculation of consolidated debt and leverage. Distributions on the preferred stock are suspended since 2020 with $36.3 million of accrued and unpaid distributions accumulated at March 31, 2024. If distributions are resumed, they will reduce cash flow available for debt reduction. The company has further unrated preferred stock obligations at its unrestricted subsidiary supported by Double E pipeline's cash flow. Moody's notes that SMLP may choose to reorganize from a master limited partnership to a C-corporation upon a vote of its unitholders scheduled for July 18, 2024. Structural changes associated with the reorganization will be considered after such a reorganization is completed. SMLP's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity pro forma for the new second lien notes issuance. At March 31, SMLP had $345 million of cash and no drawings under its existing $400 million ABL facility maturing in 2026. The company was in compliance with its financial covenants under the ABL facility as of March 31, 2024. Summit Midstream is in the process of amending its existing ABL to a $500 million ABL facility maturing in 2029. The amended ABL is expected to have financial covenants including a maximum First Lien Net Leverage Ratio of 2.5x and Minimum Interest Coverage Ratio of 2x. Moody's expect the company to remain in compliance with its financial covenants through 2025. Moody's assessment of liquidity position as adequate relies on the proactive refinancing of upcoming debt maturities. The stable outlook is based on Moody's expectation that the company's leverage metrics will gradually improve through 2025, following successful execution of the proposed transaction and refinancing of its upcoming debt maturities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of SMLP could be considered if the company meaningfully increases scale, simplifies its capital structure and continues to improve its financial profile, with consolidated debt/EBITDA leverage sustained below 4x and liquidity at least adequate. (Moody's calculation of consolidated debt includes debt raised at SMLP's unrestricted subsidiary that holds an investment in the Double E pipeline). A rating downgrade of SMLP could be considered if SMLP's consolidated debt/EBITDA leverage approaches 5x, SMLP's scale reduces materially without adequate debt reduction, or if liquidity deteriorates. The principal methodology used in these ratings was Midstream Energy published in February 2022. Summit Midstream Partners, LP is a publicly-traded master limited partnership primarily engaged in natural gas, crude oil and produced water gathering and/or processing in the Williston Basin, Piceance Basin, DJ Basin, Barnett Shale and Delaware Basin. T-REX SPORTS: Richard Furtek Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Richard Furtek of Furtek & Associates, LLC as Subchapter V trustee for T-Rex Sports, LLC. Mr. Furtek will be paid an hourly fee of $325 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Furtek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Richard E. Furtek Furtek & Associates, LLC Lindenwood Corporate Center 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 Phone: (215) 768-8030 Email: rfurtek@furtekassociates.com About T-Rex Sports T-Rex Sports, LLC, a company in Bethlehem, Pa., retails raw baseball cards, basketball cards, football cards, tennis cards, miscellaneous sports cards, Star Wars cards, Marvel cards, and non-sports cards. The company also offers sealed waxes and graded cards. T-Rex Sports sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12402) on July 12, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Robert Clyde Parsons, chief executive officer, signed the petition. Judge Patricia M. Mayer presides over the case. Frank S. Marinas, Esq., at Maschmeyer Marinas, P.C. represents the Debtor as legal counsel. TAKEOFF TECHNOLOGIES: Committee Hires Ashby & Geddes as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Takeoff Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Ashby & Geddes, P.A as counsel. The firm's services include: a. providing legal advice regarding the rules and practices of this Court applicable to the Committee's powers and duties as an official committee appointed under section 1102 of the Bankruptcy Code; b. providing legal advice regarding any disclosure statement and plan filed in these cases and with respect to the process for approving or disapproving a disclosure statement and confirming or denying confirmation of a plan; c. preparing and reviewing applications, motions, complaints, answers, orders, agreements and other legal papers filed on behalf of the Committee for compliance with the rules and practices of this Court; d. appearing in Court to present necessary motions, applications and pleadings and otherwise protecting the interests of the Committee and unsecured creditors of the Debtors; and e. performing such other legal services for the Committee as the Committee believes may be necessary and proper in these Chapter 11 cases. The firm will be paid at these rates: Ricardo Palacio, Director $785 per hour Gregory Taylor, Director $750 per hour Destiny A. Kosloske, Associate $395 per hour Kristy Jones, Paralegal $335 per hour Anthony Dellose, Paralegal $335 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ricardo Palacio, Esq., a partner at Ashby & Geddes, 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: Ricardo Palacio, Esq. Ashby & Geddes, P.A. 500 Delaware Avenue, 8th Floor Wilmington, DE 19899-1150 Tel: (302) 654-1888 Fax: (302) 654-2067 Email: RPalacio@ashbygeddes.com About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Takeoff Technologies, Inc. and its affiliates. eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kilpatrick Townsend & Stockton, LLP and Ashby & Geddes, P.A. as legal counsels; and Dundon Advisers, LLC as financial advisor. TAKEOFF TECHNOLOGIES: Committee Hires Dundon as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of Takeoff Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dundon Advisers LLC as financial advisor. The firm will provide these services: a. assist in the analysis, review, and monitoring of the restructuring and/or liquidation process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. develop a complete understanding of the Debtors' businesses and their valuations; c. determine whether there are viable alternative paths for the disposition of the Debtors' assets from any currently or in the future proposed by any Debtor; d. monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions that would support unsecured creditor recovery; e. assist the Committee to analyze, classify and address claims against the Debtors and to participate effectively in any effort in these Chapter 11 Cases to estimate (in any formal or informal sense) contingent, unliquidated, and disputed claims; f. assist the Committee to identify, preserve, value, and monetize tax assets of the Debtors, if any; g. advise the Committee in negotiations with the Debtors, certain of the Debtors' lenders, and third parties; h. assist the Committee in reviewing the Debtors' current financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, cash budgets, and monthly operating reports; i. assist the Committee in reviewing the Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; j. review and provide analysis of the present and any subsequent proposed debtor-in-possession financing or use of cash collateral; k. review and provide analysis of any proposed disclosure statement and chapter 11 plan and, if appropriate, assist the Committee in developing an alternative chapter 11 plan; l. attend meetings and assist in discussions with the Committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; m. present at meetings of the Committee, as well as meetings with other key stakeholders and parties; n. assist the Committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; o. assist the Committee in identifying, valuing, and pursuing estate causes of action arising out of historical acts and omissions, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; p. perform such other advisory services for the Committee as may be necessary or proper in these proceedings, subject to the aforementioned scope; and q. provide testimony on behalf of the Committee as and when may be deemed appropriate. The firm will be paid at these rates: Principal $890 per hour Managing Director and Senior Adviser $790 per hour Senior Director $700 per hour Director $650 per hour Associate Director $550 per hour Senior Associate $475 per hour Associate $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Dundon, a partner at Dundon Advisers 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: Matthew Dundon Dundon Advisers, LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Tel: (917) 838-1930 Email: md@dundon.com About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Takeoff Technologies, Inc. and its affiliates. eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kilpatrick Townsend & Stockton, LLP and Ashby & Geddes, P.A. as legal counsels; and Dundon Advisers, LLC as financial advisor. TAKEOFF TECHNOLOGIES: Committee Hires Kilpatrick as Co-Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Takeoff Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kilpatrick Townsend & Stockton LLP as co-counsel. The firm's services include: a. rendering legal advice regarding the Committee's organization, duties, and powers in these cases; b. assisting the Committee in the review, analysis, and negotiation of the Debtors' proposed bidding procedures, debtor-in-possession ("DIP") financing, and any stalking horse agreement; c. evaluating and participating in the Debtors' sale process to ensure such process proceeds in the most efficient manner to maximize recoveries to the unsecured creditors; d. assisting the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors; e. analyzing any chapter 11 plan and related disclosure statement filed by the Debtors; f. attending meetings of the Committee and meetings with the Debtors and the DIP lenders, and their attorneys and other professionals, and participating in negotiations with these parties, as requested by the Committee; g. taking all necessary action to protect and preserve the interests of the Committee, including possible prosecution of actions on its behalf and investigations concerning litigation in which the Debtors or their insiders are involved; h. assisting the Committee with respect to communications with the general unsecured creditor body about significant matters in these cases; i. reviewing and analyzing claims filed against the Debtors' estates; j. representing the Committee in hearings before the Court, appellate courts, and other courts in which matters may be heard, and representing the interests of the Committee before those courts and before the U.S. Trustee; k. assisting the Committee in preparing all necessary motions, applications, responses, reports, and other pleadings in connection with the administration of these cases; and l. providing such other legal assistance as the Committee may deem necessary and appropriate. The firm will be paid at these rates: Partners $1,145 to $1,195 per hour Associates $725 to 795 per hour Paralegals $425 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. The Committee requested, and Kilpatrick Townsend agreed, to discount Messrs. Meyers' and Posner's hourly rates by 15 percent and all other timekeepers' hourly rates by 10 percent during the pendency of these Chapter 11 Cases. Kilpatrick Townsend will not seek payment of the "discounted" amount from Kilpatrick Townsend's normal rates unless and until the Committee approves such request, which is within the Committee's discretion. Kilpatrick Townsend also agreed to not charge for travel time and travel expenses. Question: Do any of the professional 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. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plans, and, if so for what budget period? Response: The Committee and its counsel are currently in the process of formulating a budget that is consistent with the form of budget attached as Exhibit C-1 to the Appendix B Guidelines, recognizing that in the course of large cases like these Chapter 11 Cases, it is highly likely that there may be a number of unforeseen circumstances that will need to be addressed by the Committee and its counsel giving rise to additional fees and expenses. Todd C. Meyers, Esq., a partner at Kilpatrick Townsend & Stockton 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: Todd C. Meyers, Esq. Kilpatrick Townsend & Stockton LLP 1100 Peachtree Street NE, Suite 2800 Atlanta, GA 30309-4528 Tel: (404) 815-6500 Fax: (404) 815-6555 Email: tmeyers@ktslaw.com About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Takeoff Technologies, Inc. and its affiliates. eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kilpatrick Townsend & Stockton, LLP and Ashby & Geddes, P.A. as legal counsels; and Dundon Advisers, LLC as financial advisor. TAKEOFF TECHNOLOGIES: Gets Court Okay on $600,000 DIP Extension --------------------------------------------------------------- Emlyn Cameron of Law360 Bankruptcy Authority reports that a Delaware bankruptcy judge ordered Friday, July 4, 2024, that bankrupt grocery automation company Takeoff Technologies Inc. be given a second round of interim debtor in possession financing, worth almost $600,000, as the company's Chapter 11 case winds its way to a decision on a controversial final funding approval. About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. TEAM SERVICES: Moody's Rates New Secured First Lien Bank Loans 'B2' ------------------------------------------------------------------- Moody's Ratings assigned a B2 rating to TEAM Services Group, LLC's backed senior secured first lien bank credit facilities, including a $160 million first lien revolving credit facility expiring in 2027 and $350 million first lien term loan due in 2027. There are no changes to TEAM's existing ratings, including the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, B2 ratings on the existing backed senior secured first lien bank credit facilities, and Caa2 rating on the existing backed senior secured second lien term loan. The outlook is stable. On June 13, 2024, TEAM announced a transaction that would refinance its existing first and second lien credit facilities to extend maturities, while also raising additional proceeds to fund pending acquisitions. While this transaction structure did not proceed as proposed, TEAM raised funds from an incremental term loan add-on to its existing first lien term loans. Proceeds from this incremental first lien term loan will be used to fund a $238 million acquisition and $64 million of additional pending tuck-in acquisitions, as well as pay related fees and expenses and add cash to the balance sheet. RATINGS RATIONALE TEAM's B3 CFR reflects Moody's expectation that the company will continue to operate with high adjusted debt/EBITDA over the next 12 to 18 months. Pro forma for the incremental term loan and contemplated acquisitions, Moody's estimate that TEAM's adjusted debt/EBITDA is approximately 6.8 times based on the LTM period ending March 31, 2024. Further, the rating is constrained by the company's moderate, but improving scale and geographic concentration with three states – New York, California, and Missouri - representing just under 50% of pro forma revenue. The rating also reflects Moody's expectation that TEAM will operate with aggressive financial policies, demonstrated by its continued pursuit of additional debt-funded tuck-in acquisitions using cash on hand. The B3 CFR is supported by the company's diversification by services and payors. Despite having a large exposure to Medicaid reimbursement, TEAM benefits from insulation given the state-by-state nature of reimbursement changes. The rating is supported by growing demand for home-based long-term care, the preference of the BYOC (bring your own caregiver) model especially during periods with caregiver labor shortages, and long-term contractual relationships. Moody's expect the company to maintain good liquidity over the next 12 months given that it will have access to a new undrawn $160 million revolving credit facility and generate modestly positive free cash flow. Liquidity is also supported by the company's good cash balance as well as significant flexibility within the credit agreement, including the absence of financial maintenance covenants in the term loans. B2 rating of TEAM's senior secured first lien bank credit facility, comprised of a $160 million revolving credit facility and $1.055 billion of term loans, is one notch higher than the B3 CFR. This reflects the first lien bank credit facility's senior position to the $125 million senior secured second lien term loan, which is rated Caa2. The outlook is stable. Moody's expect that TEAM's financial leverage will remain high, with debt/EBITDA in the low 6 times range based on Moody's adjustments over the next 12 to 18 months. In addition, Moody's expect that the company will continue to remain highly acquisitive. ESG CONSIDERATIONS TEAM Services' ESG credit impact score is CIS-4, indicating the rating is lower than it would have been if ESG risk exposures did not exist. This reflects the company's high risk exposure to social risk considerations (S-4) and high risk exposure to governance considerations (G-4). With respect to social considerations, the company is exposed to customer relations, demographic and societal trends, and responsible production risks. The company relies heavily on Medicaid, which exposes it to reimbursement changes stemming from state budgetary pressures. The company offers home care services for seniors and people with disabilities, which represents an advocated group with legislative, political, media, and regulatory focus. Exposure to governance considerations reflects the company's high financial leverage and propensity for debt-funded acquisitions under private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if TEAM's revenue or profitability weakens or the company fails to effectively manage its rapid growth. A downgrade could also occur with negative changes to Medicaid reimbursement rates or if the company's financial policies become more aggressive. The ratings could also be downgraded if liquidity erodes. The ratings could be upgraded if TEAM continues to successfully execute its acquisition growth strategy leading to improved scale, generates a track record of consistent positive free cash flow, and debt/EBITDA is sustained below 6.0 times. TEAM Services Group is a leading provider of employment administration and risk management solutions that facilitate self-directed home care for seniors and people with long-term disabilities. TEAM is owned by a continuation fund managed by private equity firm Alpine Investors. TEAM generated approximately $1 billion in net contract revenues for the last twelve month period ending March 31, 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. TPT GLOBAL: $3M Standby Equity Commitment Agreement Now Effective ----------------------------------------------------------------- TPT Global Tech, Inc. announced July 10, 2024, that its Form S-1 registration statement related to its $3,000,000 Standby Equity Commitment Agreement with MACRAB, LLC is now effective with the Securities and Exchange Commission. Under the terms of this Standby Equity Commitment Agreement and the related Registration Rights Agreement, the Company now has access to weekly financing tranches. More details of the Standby Equity Commitment Agreement can be found in the Company's SEC filings. This financing arrangement, extending for a maximum of 24 months, provides TPT Global Tech with a source of capital to support its growth initiatives and the launch of its innovative VuMe Super App. The VuMe Super App aims to integrate a variety of digital services, including social media, multimedia streaming, and mobile payment options, into a single, seamless user experience. Additionally, the Company anticipates this may reduce some of the Company's debt burden. As part of the Registration Rights Agreement, TPT Global Tech has filed a Form S-1 Registration Statement with the SEC to register the common shares that may be issued in connection with this Standby Equity Commitment Agreement. Stephen Thomas, CEO of TPT Global Tech, commented on the agreement, stating, "We believe this Standby Equity Commitment Agreement is a testament to our partners' confidence in TPT Global Tech's vision and strategic direction. With access to weekly financing tranches, we have the financial flexibility to accelerate the development and launch of our VuMe Super App, a platform we believe will redefine user engagement across multiple digital services. Additionally, this allows us to improve our balance sheet by reducing debt, positioning us for sustainable growth and long-term success." The Standby Equity Commitment Agreement allows TPT Global Tech to manage its cash flow better while pursuing its strategic objectives. This effective financing underscores TPT Global Tech's dedication to innovation and excellence in the telecommunications and technology sectors. About TPT Global Tech TPT Global Tech, Inc. -- www.tptglobaltech.com -- is a technology holding company based in San Diego, California. It was formed as the successor of two U.S. corporations, Ally Pharma US and TPT Global, Inc. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe Live technology platform. As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. They offer software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 10, 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. TURF APPEAL: Hires Montgomery & Montgomery CPA as Accountant ------------------------------------------------------------ Turf Appeal, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Montgomery & Montgomery, CPA as accountant. The firm's services include: a. performing all accounting related tasks, including, but not limited to, preparing all of Debtor's accounting; b. filing Debtor's tax returns; c. preparing Monthly Operating Report and other required financial reporting requirements in this case; and d. providing general accounting and related support needed to assist Debtor in preparing and maintaining all Debtor's books and records. The firm will be paid $2,000 per month. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Darren Montgomery, a partner at Montgomery & Montgomery, CPA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Darren Montgomery, CPA Montgomery & Montgomery, CPA 912 SW 107th Street Oklahoma City, OK 73170 Tel: (405) 691-6565 About Turf Appeal, Inc. Turf Appeal, Inc. is a lawn care company located in Oklahoma City. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10590) on March 12, 2024, with $324,921 in assets and $1,080,537 in liabilities. Matt Doerr, owner and president, signed the petition. Judge Janice D. Loyd presides over the case. Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC represents the Debtor as bankruptcy counsel. UPHEALTH HOLDINGS: Urges Court to Enforce Glocal Arbitral Award --------------------------------------------------------------- Caroline Simson of Law360 Bankruptcy Authority reports that bankrupt medical tech company UpHealth has urged an Illinois court to enforce a $110 million arbitral award against Indian digital healthcare services platform Glocal Healthcare in a bitter feud over an ill-fated merger, saying the court should reject Glocal's argument that the tribunal exceeded its powers. About UpHealth Holdings Inc. UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. UPHEALTH INC: Initiates CEO Transition and Organizational Changes ----------------------------------------------------------------- UpHealth, Inc. announced the July 11, 2024 appointment by the Board of Directors of the Company of Jay Jennings, currently the Company's Chief Financial Officer, to serve as the Company's Acting Chief Executive Officer, replacing Martin Beck, who resigned as Chief Executive Officer effective July 10, 2024. Mr. Beck also resigned from his position as a Class I director of the Company effective July 10, 2024. On July 11, 2024, the Board determined that it would not appoint any successor to fill the vacancy created by Mr. Beck's resignation as a Class I director at this time. In addition, the Board promoted Lisa Fluxman to President of TTC Healthcare, Inc., and re-affirmed the position of Jeremy Livianu as the Chief Legal Officer and Secretary of UpHealth, Inc. "The Board of UpHealth wants to thank Martin Beck for his service as the CEO of the Company during the last year and wish him much luck in his future endeavors. The Board has confidence that the newly assigned leadership team of Jay, Lisa, and Jeremy will work diligently and closely with the Board to steer the Company through the continuous successful restructuring activities and resolutions of all legal challenges that the Company has been confronting for the last few years," said Dr. Avi Katz, Chairman of the Board of UpHealth and all its subsidiaries." About UpHealth UpHealth, Inc. -- https://uphealthinc.com -- is a provider of a full continuum of behavioral health solutions through the utilization of evidence-based treatments and services. Operating through its TTC Healthcare, Inc. subsidiary, UpHealth targets mental health issues and substance use disorders with services provided by psychiatrists, physicians, neurologists, licensed therapists, and clinical social workers. The company's levels of care include detox, residential, partial hospitalization programs, intensive outpatient programs, outpatient, and telehealth. UpHealth's clients include health plans, healthcare providers and community-based organizations. UpHealth reported a net loss of $56.4 million for the year ended Dec. 31, 2023, compared to a net loss of $223 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $269.73 million in total assets, $187.95 million in total liabilities, and $81.79 million in total stockholders' equity. San Jose, California-based BPM LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 4, 2024, citing that the Company's recurring losses from operations, available cash, cash used in operations, and the Chapter 11 bankruptcy proceedings involving certain subsidiaries of the Company raise substantial doubt about the Company's ability to continue as a going concern. VARALUZ LLC: Hires Garman Turner Gordon LLP as Attorney ------------------------------------------------------- Varaluz, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Garman Turner Gordon LLP as attorney. The firm will provide these services: a. prepare on behalf of the Debtor, as debtor-in-possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of Debtor's estate; b. to take all necessary or appropriate actions in connection with a plan or plans of reorganization and all related documents, and such further actions as may be required in connection with the administration of Debtor's estate; c. take all necessary actions to protect and preserve the Debtor's estate, the prosecution of actions on Debtor's behalf, the defense of actions commenced against the Debtor, the negotiation of disputes in which Debtor is involved, and the preparation of objections to claims filed against Debtor's estate; and d. perform all other necessary legal services in connection with the prosecution of Debtor's Chapter 11 Case. The firm will be paid at these rates: Paraprofessionals $100 to $375 per hour Associates $410 to $505 per hour Shareholders $505 to $965 per hour Talitha Gray Kozlowski, Esq. $650 per hour The firm received a pre-petition retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Talitha Gray Kozlowski, Esq., a partner at Garman Turner Gordon 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: Talitha Gray Kozlowski, Esq. Garman Turner Gordon LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Tel: (725) 777-3000 Email: tgray@gtg.legal About Varaluz, LLC Las Vegas-based Varaluz, LLC handcrafts luxury lighting, mirrors and home decor using eco-friendly recycled materials. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-13181) on June 25, 2024, with $2,758,605 in assets and $2,964,555 in liabilities. Ronald F. Henderson, managing member, signed the petition. Talitha Gray Kozlowski, Esq., at Garman Turner Gordon, LLP represents the Debtor as legal counsel. VERSCEND HOLDING: S&P Withdraws 'B' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew its 'B' issuer credit rating on Verscend Holding II Corp. following the entities full repayment of its rated debt. The company now issues rated debt at Cotiviti, Inc., to which S&P assigned the issuer credit rating and issue-level ratings. VIDEO DISPLAY: Needs More Time to Complete May 31 Quarterly Report ------------------------------------------------------------------ Video Display Corporation disclosed in a Form 12b-25 filed with the Securities and Exchange Commission on July 16, 2024, that the Company is unable to file its quarterly Report on Form 10-Q for the period ended May 31, 2024, within the prescribed time period, due to unforeseen delays in the collection and review of information and documents affecting disclosures in the Report on Form 10-Q. Accordingly, the additional time is requested to compile all information necessary to accurately complete the Form 10-Q within the time period permitted by Rule 12b-25 of the Securities and Exchange Act of 1934. The Company expects to file the subject report no later than the fifth calendar date following the prescribed due date for the report. Net sales Consolidated net sales decreased 5.1% for the three months ended May 31, 2024, compared to the three months ended May 31, 2023. The Company's display division decreased 1.3% for the three months ended May 31, 2024, compared to the previous year three months ended May 31, 2023, due to customer delays. The Company's AYON Cyber Security division decreased 90.7% for the three months ended May 31, 2024, or $75,000 compared to the same three months last year. Scheduling delays and equipment issues were the primary causes for the decreased revenue. The division is primarily doing service work and testing for customers. Gross margins Consolidated gross margins increased as a percentage to sales (33.6% from 32.4%) but decreased in actual dollars by $11,000 due to lower sales for the three months ended May 31, 2024 compared to the three months ended May 31, 2023. The VDC Display Systems division gross margin percentage to sales and gross margin dollars were equivalent compared to last year for the quarter ended May 31, 2024. VDC Display Systems sales and gross margins were affected by delay in some orders due to customer request and on parts needed to complete orders. The AYON Cyber Security division had negative gross margins of $1,000 on service business. The gross margin percentage was a negative 11.3% for the period ended May 31, 2024, compared to 13.1% for the same quarter last year. Operating expenses Operating expenses increased by 0.9% or $7,000 for the three months ended May 31, 2024, compared to the three months ended May 31, 2023. The increase was due to the increased costs in selling expenses, primarily employee and contractor commissions. The Company reduced costs in administrative expenses, primarily in outside engineering contract expense. Interest expense There was not any interest expense for the quarter ended May 31, 2024, compared to $2,000 for the quarter ended May 31, 2023. The interest expense was on the lease of TEMPEST equipment which was completed on Dec. 1, 2023. Income taxes Due to the Company's overall and historical net loss position, no income tax expense was reported for the three- month period ending May 31, 2024, and May 31, 2023. Due to continued losses reported by the Company, a full valuation allowance was allocated to the deferred tax asset created by these losses. About Video Display Headquartered in Cocoa, Florida, Video Display Corporation manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, and simulation display solutions. The Company is organized into the following two interrelated divisions that have similar products and markets served and therefore are aggregated into one reportable segment: (i) Simulation and Training Products -- offers a wide range of projection display systems for use in training, simulation, military, medical, industrial applications, video walls and command and control centers including ruggedized displays; and (ii) Cyber Secure Products -- provides advanced TEMPEST technology and (EMSEC) products. This business also provides various contract services including the design and testing solutions for defense and niche commercial uses worldwide. Peachtree Corners, Georgia-based Hancock Askew & Co., LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated July 2, 2024, citing that the Company has historically reported net losses or breakeven results along with low levels of working capital. These conditions raise substantial doubt about the Company's ability to continue as a going concern. VISTAGEN THERAPEUTICS: Hires KPMG LLP to Replace Withum as Auditor ------------------------------------------------------------------ Vistagen Therapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 8, 2024, following the completion of a competitive selection process conducted by the Audit Committee of the Board of Directors of the Company to determine the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025, the Company selected KPMG LLP to serve as the Company's new independent registered public accounting firm, effective as of such date, and notified WithumSmith+Brown, PC of its dismissal as the Company's independent registered public accounting firm effective as of that date. Withum's reports on the Company's consolidated financial statements for each of the Company's fiscal years ended March 31, 2024 and March 31, 2023 did not contain any adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles, except that Withum's audit report for the fiscal year ended March 31, 2023 included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023 and filed with the Securities and Exchange Commission on June 28, 2023, contained an explanatory paragraph disclosing uncertainty regarding the Company's ability to continue as a going concern. Withum's audit report for the Company's fiscal year ended March 31, 2024 and filed with the SEC on June 11, 2024, did not contain such explanatory paragraph. During each of the Company's fiscal years ended March 31, 2024 and March 31, 2023, and the subsequent interim periods through the date of dismissal, there were no "disagreements," as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, between the Company and Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreement in its reports on the Company's consolidated financial statements for such fiscal years. There were no "reportable events", as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions, during either of the Company's fiscal years ended March 31, 2024 and March 31, 2023, and the subsequent interim periods through the date of dismissal. During each of the Company's fiscal years ended March 31, 2024 and March 31, 2023, and the subsequent interim period through July 8, 2024, neither the Company nor anyone acting on its behalf has consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report, nor oral advice, was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com/-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. Vistagen reported a net loss and comprehensive loss of $29.36 million for the year ended March 31, 2024, a net loss and comprehensive loss of $59.25 million for the year ended March 31, 2023, a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021, a net loss and comprehensive loss of $20.77 million for the year ended March 31, 2020, and a net loss and comprehensive loss of $24.59 million for the year ended March 31, 2019. VOYAGER DIGITAL: Court Okays Voyager Investors $6.5 Million Deal ---------------------------------------------------------------- Sydney Price of Law360 Bankruptcy Authority reports that a New York federal judge has granted preliminary approval to a $6.5 million cash settlement between the top brass of the now-bankrupt cryptocurrency firm Voyager Digital Holdings and a class of its users who claimed they "aggressively marketed" unregistered securities. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- ran a cryptocurrency platform. Voyager claimed to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provided crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Moelis & Company as investment banker; Consello Group as strategic financial advisor; Deloitte Tax, LLP as tax services provider; and Deloitte & Touche, LLP, as accounting advisor. Stretto, Inc., is the claims agent. On July 19, 2022, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc., as financial advisor; Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq Corporate Restructuring, LLC, as noticing and information agent. The committee also tapped the services of Harney Westwood & Riegels, LP, in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. On July 6, 2022, the Debtors filed a joint Chapter 11 plan of reorganization. * * * Following an auction process, the Debtors in September 2022 selected the bid submitted by FTX US' West Realm Shires Inc. as the winning bid for the assets. But after a series of events, FTX collapsed in November 2022, before the sale could be completed. After reopening bidding, Voyager Digital selected the offer from U.S. exchange BAM Trading Services Inc. (doing business as "Binance.US") as the highest and best bid for its assets. Binance's bid is valued at $1.022 billion. In April 2023, Binance.US called off its deal to buy assets of bankrupt crypto lender Voyager Digital, citing a "hostile and uncertain regulatory climate." WAGFLO LLC: Hires Steven E. Wallace P.L. as Bankruptcy Counsel -------------------------------------------------------------- Wagflo, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Steven E. Wallace, P.L. as bankruptcy counsel. The firm will provide these services: a. advise the Debtor with respect to their powers and duties as Debtors and Debtors-in-Possession in the continued management and operation of their business and properties; b. attend meetings and negotiate with representative of creditors and other parties-in-interest and advise and consult on the conduct of the case, including all of the legal and administrative requirements in Chapter 11; c. advise the Debtors in connection with any contemplated sales of assets or business, including the negotiation of sales promotion, liquidation, stock purchase, merger or joint venture agreements, formulate and implement bidding procedures, evaluate competing offers, draft appropriate documents with respect to the proposed sales, and counsel the Debtors in connection with the closing of such sales; d. advise the Debtors in connection with post-petition financing and cash collateral arrangements, provide advice to the Debtors in connection with the emergency financing and capital structure, and negotiate and draft documents relating thereto; e. advise the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executors contracts; f. provide advice to the Debtor with legal issues arising in or relating to the Debtor's ordinary course of business including attendance at senior management meetings, meetings with the Debtors' financial and turnaround advisors, and advices on a variety other legal and operational matters; g. take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defenses of any actions commenced against the estates, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estates; h. prepare on behalf of the Debtor all motions, applications, answers, reports and papers necessary to the administration of the estates; i. negotiate and prepare on the Debtors' behalf a plan of reorganization, disclosure statement and all related agreements and/or documents, and take any necessary action on behalf of the Debtors to obtain confirmation of such plan; j. attend meetings with third parties and participate in negotiations with respect to the above matters; k. appear before this Honorable Court, any appellate courts, and the U.S. Trustee, and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and l. perform all other necessary legal services and provide all other legal advice to the Debtor in connection with this Chapter 11 case. The firm will be paid at the rate of $450 per hour. The retainer is $15,000, plus filing fee of $1,717. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven E. Wallace, Esq., a partner at Steven E. Wallace, P.L., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven E. Wallace, Esq. Steven E. Wallace, P.L. 1375 Gateway Boulevard Bynton Beach, FL 33426 Tel: (561) 400-3896 Email: wallacelaw1@me.com ecfwallacelaw@gmail.com About Wagflo, LLC Wagflo LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Wagflo LLC in Loxahatchee, FL, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-16730) on July 3, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Sohail Quraeshi as manager, signed the petition. Judge Mindy A Mora oversees the case. STEVEN E. WALLACE, PL serve as the Debtor's legal counsel. WALGREENS BOOTS: S&P Downgrades ICR to 'BB', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its ratings on Walgreens Boots Alliance Inc. two notches to 'BB' from 'BBB-', putting it in the speculative-grade category. S&P lowered its rating on the company's commercial paper to 'B' from 'A-3'. S&P assigned a '3' recovery rating and lowered the issue-level rating to 'BB' from 'BBB-' for all unsecured notes at both Walgreens Boots Alliance and Walgreen Co., reflecting its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default. S&P does not rate the company's delayed draw term loans or cash flow revolvers. The negative outlook reflects our view that Walgreens is seeing pressure on both its pharmacy and retail segments and both new and existing operating strategies. S&P said, "The downgrade reflects our expectation that Walgreens' S&P Global Ratings-adjusted debt to EBITDA will remain above 5x at fiscal end 2024, instead of approaching 4x as we expected. In October 2023, we believed the company's S&P Global Ratings-adjusted leverage would fall to 4.4x between fiscal 2023 to fiscal 2024. We now expect it will be 5.1x in fiscal 2024 given the company's revised full-year guidance. Although our base case is for leverage to decline from there, it remains unclear after several material earnings misses over the past few years if the company can deleverage below 5x even in 2025 and beyond. As a result we are revising our financial risk profile down one notch to aggressive from significant. "Walgreens continues to encounter margin decline from intensified reimbursement pressures in its U.S. pharmacies, diminished retail volumes, and elevated shrink levels. As such, we project Walgreens' S&P Global Ratings-adjusted EBITDA margin will decline more than 100 basis points for the year to below 5%, a notable decrease from the 6% margin it achieved in fiscal 2023. We believe its ongoing cost saving initiatives will mitigate some of the challenges. "We believe the need to refinance a large amount of debt over the next few years is a key risk. Walgreens has $1.4 billion of maturities in November 2024 (fiscal 2025), mostly consisting of U.S. bonds and a small amount outstanding on a delayed draw term loan. The company is building cash, which we believe will be prudent if it cannot refinance those notes before November. "Importantly, the company has $2.8 billion coming due in fiscal 2026 and $1.8 billion due in fiscal 2027, when including bonds and term loans. We will be monitoring how Walgreens' new management addresses this large debt load closely amid its persistently weak performance and higher interest rates." Another key risk is the series of recent strategic pivots Walgreens enacted over the past year. When Walgreens purchased Summit Health a few years ago, our expectation was it could sell its Boots UK business, using the expected significant proceeds to pay down debt ($8 billion to $10 billion). However, in its recent earnings call, management said it will continue to invest in Boots UK because it instead sees "attractive options to unlock value in the business." Similarly, in 2020 Walgreens announced plans to open 500 to 700 physician-led primary care clinics, known as "Village Medical at Walgreens." These would be in more than 30 U.S. markets over a span of five years with primary care network VillageMD. It acquired a controlling stake in VillageMD in 2021 for more than $5 billion. Now VillageMD has initiated plans to close approximately 160 clinics. Walgreens recognized a $12.4 billion noncash goodwill impairment charge, resulting in an operating loss of $13.1 billion for the first nine months of fiscal 2024. S&P thinks its VillageMD segment continues to be a significant drag on profitability due to the rising cost of labor, pressures from reimbursement, and lower volumes. Lastly, Walgreens acquired a large stake in specialty pharmacy business Shields Health Solutions in 2019. It took majority control in 2021. It acquired the remaining 30% stake for $1.37 billion by 2022. In January 2024, it was reported the company was exploring the sale of Shields. In the latest earnings call in June, he said it's a key component to Walgreens' growth strategy. S&P believes these frequent and large changes to the company's strategic plans diminish management's credibility to execute on a sustainable and cohesive operating model for Walgreens in both the near and long term. Walgreens is facing continued pressure from increasingly price-sensitive and selective U.S. consumers. Additionally, the pharmacy industry is reeling from escalating regulatory and reimbursement pressures. Efforts to drive traffic through targeted promotions and pricing adjustments have weighed heavily on near-term profitability in Walgreens' U.S. retail segment. Modest gains in the U.S. health care segment, driven by VillageMD and Shields, are not enough to offset the broader challenges. The international business, including Boots UK, reported some growth, but it is insufficient to counterbalance the pervasive issues in the U.S. market. The company recently announced that the CEO of Boots UK, Sebastian James, has stepped down. S&P said, "We will continue to watch as Walgreens revaluates its 8,600 U.S. stores. It recently said 25% of stores in its network are not currently contributing to its long-term strategy. The company is considering if it can improve performance or if it will close stores as needed. "We expect regulatory scrutiny of pharmacy benefits managers (PBMs) will continue to weigh on Walgreens' profitability. The Federal Trade Commission (FTC) recently published a report focusing on the role of PBMs and their impact on U.S. access to and affordability of medications. It is set to sue the three biggest PBMs: CVS' Caremark, Cigna's Express Scripts ,and UnitedHealth's Optum Rx. However, the FTC report details how PBMs, through increasing vertical integration and concentration, may be inflating drug costs and affecting independent pharmacies negatively. We think Walgreens is less exposed to this investigation but see some uncertainty to the profitability of the segment from potential changes to the pharmaceutical payment structure. "Our ratings continue to reflect Walgreens' large scale and its efforts to address its credit metric profile. With almost $140 billion in sales in fiscal 2023 and a diverse array of global businesses, Walgreens remains prominent in the drugstore space. However, we think its scale is providing less protection to profitability at least partly due to inconsistent strategic direction. It has paused share repurchases and cut its dividend, capital spending and acquisition activity in the past year to preserve cash. "In June the company said it received $2.1 billion in year-to-date proceeds from Cencora monetization , indicating it has valuable assets it can continue monetizing to pay down debt. We recognize the company has significantly reduced its debt in the past year, bringing the total long-term reported figure down to $7.4 billion as of May 31, 2024, from $10.6 billion in the same period at year-end fiscal 2022." The negative outlook reflects near-term refinancing risk. It also reflects the potential Walgreens' store closure plan and ongoing changes to the company's health care strategy. S&P could lower its rating on Walgreens if: -- Continued execution missteps result in continued weakened business competitive position over the next one to two years; or -- Leverage remains greater than 5x on a sustained basis, with lack of credible visibility into forward earnings. S&P could take a positive rating action on Walgreens if: -- The company significantly improves its operating performance and executes sustainable strategies across it business lines; and -- Leverage declines materially below 5x on a sustained basis. WCCM GROUP: Michael Carmel Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 14 appointed Michael Carmel of Michael W. Carmel, Ltd. as Subchapter V trustee for WCCM Group, LLC. Mr. Carmel will be paid an hourly fee of $550 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Carmel declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael W. Carmel Michael W. Carmel, Ltd. 80 E. Columbus Ave Phoenix, AZ 85012-4965 Phone: 602-264-4965 Fax: 602-277-0144 Email: michael@mcarmellaw.com About WCCM Group WCCM Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-05598) on July 11, 2024. Judge Brenda K. Martin presides over the case. WEWORK INC: Kirkland Bills Over $48 Mil. Attorney Fees in Ch. Case ------------------------------------------------------------------ Thomas Gleason of Bloomberg Law reports that Kirkland & Ellis LLP is billing WeWork Inc. for over $48 million in attorney fees and expenses for representing the co-working space company in its bankruptcy. The Chicago-based Big Law behemoth asked the US Bankruptcy Court for the District of New Jersey to approve a final fee package on Friday. Kirkland represented WeWork in its bankruptcy proceedings from its initial filing in 2023 to the approval of its restructuring plan in June. The firm billed $685 to $2,465 per hour for its attorneys, according to the Friday, July 5, 2024, filing. Paul Hastings LLP, which represented WeWork's official committee of unsecured creditors, also requested the court to approve a final fee package, bringing its total bill to over $14 million. The firm represented the committee from November 2023 to June 2024. Paul Hastings billed an hourly rate for attorneys in the range of $470 to $2,300. Committee legal fees are paid by the bankrupt company in Chapter 11 cases. WeWork folded into bankruptcy in 2023 after an aggressive growth plan burned through cash quickly and the pandemic caused a decline in office space demand. It emerged from bankruptcy in June with a plan to cut debt, drop unprofitable leases and move on from the legacy of its former CEO and founder Adam Neumann. An entity backed by Yardi Systems, a company that developed an office management software with WeWork, owns 60% of the company. Former WeWork lender Softbank Group owns over 16% of the company's equity. Lower-ranking bondholders are set to receive 4 cents on the dollar, and other unsecured creditors are expected to get back 1 cent on the dollar. Neither Kirkland nor Paul Hastings immediately responded to requests for comment. About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis\International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; PJT Partners LP as investment banker; and McManimon, Scotland & Baumann, LLC as local counsel. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. WOLF RIGS: Unsecureds Will Get 51% of Claims over 60 Months ----------------------------------------------------------- Wolf Rigs, Inc. filed with the U.S. Bankruptcy Court for the District of Colorado a Plan of Reorganization for Small Business. Since 2021, the Debtor has been in the business of building off road motor homes. They sell for a minimum of $350,000 with about $60,000 profit. The most expensive item, the model of the Patton, has been valued by the lender at only $34,500 which demonstrates the degree of depreciation is not only the model but all of the equipment as well. Even assuming, the tools etc., would sell for full value, that amount is only $489,800 not counting commissions for the sales, taxes etc. Also, there would be trustee fees, accounting fees, attorney fees for the Trustee. The final Plan payment is expected to be paid on 60 months from the first month after confirming the plan. Secured Creditors holding Claims 2 and 4 will be paid in equal monthly installments pro-rated over 24 months beginning on the effective date. The Debtor may prepay the entire amount at any time without penalty. Secured Creditors holding claims 8 and 9 will be paid in two payments over months 1 and 2 from the effective date. The amount offered to the unsecured creditors is 51% of $1,918,617.54 ($978,494.95) over 60 months. This is clearly much higher than the 25.5% - administrative fees, the unsecured creditors would receive in a Chapter 7 even if the equipment sold at purchase price value. The Plan will be funded by profits from the sale of the off road vehicle commonly referred to as The Patton. The sole owner of the company, Reed Gerdes, will act as the disbursing agent unless prior to confirmation a Chief Restructuring Officer is employed or a Disbursing Agent. A full-text copy of the Plan of Reorganization dated July 5, 2024 is available at https://urlcurt.com/u?l=DjUgNu from PacerMonitor.com at no charge. About Wolf Rigs, Inc. Wolf Rigs, Inc., has been in the business of building off road motor homes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-10507) on February 5, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Kimberley H. Tyson presides over the case. Michael R. Totaro, Esq., at Totaro & Shanahan, LLP, is the Debtor's legal counsel. WORLD WINE: Unsecureds Will Get 0 Cents on Dollar in Plan --------------------------------------------------------- World Wine Group Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization for Small Business dated July 5, 2024. The Debtor is a retail wine store that has operated in New York since 2013. It was previously located at 49 Chrystie Street, New York, NY 10002. The Landlord of the previous location sued for the remaining rental on the lease, and obtained a judgement in New York State Supreme Court on April 15, 2022. The events drove the Debtor to seek relief in this Court. The Debtor signed a lease to 90 Bowery Street, New York, NY10013 on March 3, 2021, and has been operating in the new location at all times to date. The plan proponent's financial projection show that the Debtor will have projected disposable income of $62,193.00 fully perform the terms of the Plan no longer than sixty months after confirmation. Additionally, the Debtor is infusing $2,500.00 cash of personal funds into the Plan payable to the Creditors equally in equal monthly installments over the first 12 months of the Plan. The final Plan payment is expected to be paid on the 5th Anniversary following the effective date. This Plan of Reorganization proposes to pay priority creditors of the Debtor from future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued approximately 0 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Payable pro-rata of projected disposable income over a 60-month in equal installments. This Class is impaired. The funds required for confirmation of the payment of claims required to be paid on the effective date shall be provided by the Debtor and the Reorganized Debtor from the Debtor's operating cash flow commencing on the effective date of the plan, together with a $25,000.00 contribution from personal debtor funds to be paid to all creditors equally in equal monthly installments over the initial twelve months of the plan. A full-text copy of the Plan of Reorganization dated July 5, 2024 is available at https://urlcurt.com/u?l=cx3rNM from PacerMonitor.com at no charge. About World Wine Group Inc. World Wine Group Inc. is a licensed liquor authority in the county of New York, licensed by New York State State Liquor Authority (NYSSLA) that specializes in beer and ale. World Wine Group filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10738) on June 10, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Sam Dawidowicz has been appointed as Subchapter V trustee. Judge Lisa G. Beckerman oversees the case. Warren R. Graham, Esq., at Hooper, Yang & Associates Law Office P.C., is the Debtor's counsel. XL REI: Seeks Approval to Hire Herrin Law PLLC as Counsel --------------------------------------------------------- XL REI LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Herrin Law, PLLC as counsel. The firm's services include: a. providing legal advice with respect to his powers and duties as debtor-in-possession; b. preparing and pursuing confirmation of a plan and approval of a disclosure statement; c. preparing on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; d. appearing in Court and protecting the interest of the Debtor before this Court; and e. performing all other legal services for the Debtor which may be necessary and proper in these proceedings. The firm will be paid at these rates: C. Daniel Herrin $400 per hour Attorneys $400 per hour Other Attorneys $300 per hour Paralegals $125 to $175 per hour The firm will be paid a retainer in the amount of $5,100. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Manolo Raphael Santiago, Esq., a managing attorney at Herrin Law, 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: Manolo Raphael Santiago Herrin Law, PLLC 12001 N Central Expressway, Suite 920 Dallas, TX 75243 Telephone: (469) 607-8551 Facsimile: (214) 722-0271 About XL REI LLC XL REI LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 24-31655) on June 4, 2024, listing under $1 million in both assets and liabilities. Jade Tran, manager, signed the petition. Judge Michelle V. Larson oversees the case. C. Daniel Herrin, Esq., at Herrin Law, PLLC serves as the Debtor's bankruptcy counsel. ZOOZ POWER: Shareholders OK Avi Cohen's Appointment as Interim CEO ------------------------------------------------------------------ ZOOZ Power Ltd. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 15, 2024, it held its adjourned Extraordinary General Meeting of Shareholders. The Company filed the notice of the Meeting, the proxy statement and the proxy card with the SEC on May 29, 2024. The shareholders approved the appointment of Mr. Avi Cohen, the Company's executive chairman of the Board of Directors, as the Company's interim chief executive officer until the earlier of (i) the lapse of a one-year period following the date of the Meeting, and (ii) the appointment of a new chief executive officer. The proposal was approved by the requisite majority vote of the Company's shareholders. About ZOOZ Power Ltd. ZOOZ Power Ltd is a provider of Flywheel-based Power Boosting solutions enabling widespread deployment of ultra-fast charging infrastructure for electric vehicles (EV), while overcoming existing grid limitations. ZOOZ pioneers its unique flywheel-based power boosting technology, enabling efficient utilization and power management of a power-limited grid at an EV charging site. The Company's Flywheel technology allows high-performance, reliable, and cost-effective ultra-fast charging infrastructure. Jerusalem, Israel-based Kesselman & Kesselman, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 30, 2024, citing that the Company has net losses and has generated negative cash flows from operating activities for the years ended Dec. 31, 2023, 2022 and 2021. Such circumstances raise substantial doubt about the Company's ability to continue as a going concern. [*] 6 Spine, Orthopedic Bankruptcies Since 2010 ----------------------------------------------- Claire Wallace of Becker's Orthopedic Review reports that as practices and tech companies alike have had to weather complicated economic and reimbursement environments over the last 15 years, a handful have been unable to persevere, instead filing for bankruptcy. Here are six notable spine and orthopedic bankruptcies from the last 15 years: 1. In February 2024, spinal cord implant designer InVivo Therapeutics filed for Chapter 11 bankruptcy. 2. Spine devicemaker Surgalign filed for bankruptcy in 2023, selling its assets to Xtant Medical Holdings. 3. In 2021, Specialty Orthopedic Group Tennessee in Lebanon filed for voluntary Chapter 11 bankruptcy protection, allowing its businesses to restructure debts to help repay creditors over time. 4. In 2014, Baxano Surgical, whose product lines included the AxiaLIF family of products for single and two-level lumbar fusion, VEO lateral access and interbody fusion system, iO-Flex minimally invasive lumbar decompression system, iO-Tome facetectomy system and Vectre and Avatar posterior fixation systems, filed for Chapter 11 bankruptcy protection. 5. ReGen Biologics, a company focused on manufacturing orthopedic products, filed for voluntary petitions for Chapter 11 bankruptcy protection in 2011. 6. In 2010, Lawrence Rothstein, MD, a Dayton, Ohio-based board-certified anesthesiologist and pain medicine specialist, filed for bankruptcy. [*] Colorado Bankruptcy Filings Increased 26% in June 2024 ---------------------------------------------------------- Christopher Wood of BizWest reports that Colorado bankruptcy filings climb 26% in June 2024. Bankruptcy filings in Colorado increased 26% in June 2024 from the same period a year ago, the slowest rate of increase since March 2024. The state recorded 656 bankruptcy filings during June, compared with 522 during that month in 2023, according to a BizWest analysis of U.S. Bankruptcy Court data. Numbers cited include all new filings, including open, closed and dismissed cases. Colorado recorded 740 bankruptcy filings in May and 785 in April, annual increases of 35% and 51% respectively. Individual bankruptcy filings totaled 639 in June 2024, with 17 business filings, compared with 518 individual and four business filings in June 2023. Year to date, Colorado has recorded 3,698 bankruptcy filings, up 27% from 2,912 through June 2023. June filings dropped in Boulder County but increased in Broomfield, Larimer and Weld counties. * Boulder County recorded 16 bankruptcy filings in June, down 33% from 24 a year ago. Boulder County recorded 22 bankruptcy filings in May 2024. * Broomfield recorded 10 bankruptcy filings in June, up from four in June 2023. Broomfield recorded eight bankruptcy filings in May 2024. * Larimer County filings totaled 28 in June, up 8% from 26 the prior year. Larimer recorded 49 bankruptcy filings in May 2024. * Weld County bankruptcy filings totaled 62 in June, up 17% from 53 a year ago. Weld recorded 71 bankruptcy filings in May 2024. June business filings included: * Signia Ltd., a Greeley-based call center, listing assets of $507,431 and liabilities of $10 million. Case No. 24- 13438-TBM, Chapter 11, U.S. Bankruptcy Court, Denver. Insight Photonic Solutions Inc. and Insight Lidar Inc., based in Broomfield, both listing assets between $1 million and $10 million. Insight Photonic Solutions listed liabilities between $10 million and $50 million. Insight Lidar listed liabilities of between $1 million and $10 million. Insight Photonics Inc., Case No. 24-13141-MER, and Insight Lidar Inc., Case No. 24-13142-TBM, U.S. Bankruptcy Court in Denver. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($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 ANNOVIS BIO ANVS US 7.8 (3.4) 2.9 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 AQUESTIVE THERAP AQST US 129.5 (36.3) 95.3 ARMATA PHARMACEU ARMP US 120.4 (56.5) (68.3) AULT DISRUPTIVE ADRT/U U 1.0 (5.0) (2.4) AUTOZONE INC AZO US 17,108.4 (4,838.2) (1,903.1) AVEANNA HEALTHCA AVAH US 1,643.0 (136.3) (45.9) AVIS BUDGET GROU CAR US 33,528.0 (508.0) (741.0) BATH & BODY WORK BBWI US 5,221.0 (1,676.0) 696.0 BAUSCH HEALTH CO BHC US 26,913.0 (174.0) 991.0 BAUSCH HEALTH CO BHC CN 26,913.0 (174.0) 991.0 BELLRING BRANDS BRBR US 765.0 (247.7) 340.2 BEYOND MEAT INC BYND US 735.0 (561.4) 257.7 BIOCRYST PHARM BCRX US 467.9 (476.9) 327.2 BIOHARVEST SCIEN BHSC CN 17.5 (4.3) (7.8) BIOHARVEST SCIEN CNVCF US 17.5 (4.3) (7.8) BIOTE CORP-A BTMD US 160.1 (44.9) 90.3 BOEING CO/THE BA US 134,484 (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 INC 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 CENTURION ACQUIS ALFUU US 0.5 (0.0) (0.5) CHENIERE ENERGY CQP US 17,497.0 (822.0) (1,845.0) 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) COOPER-STANDARD CPS US 1,844.4 (123.8) 233.5 CORE SCIENTIFIC CORZ US 814.0 (318.5) 5.2 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 1,856.0 (3,891.1) 478.3 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) GOAL ACQUISITION PUCKU US 4.0 (10.4) (12.7) GP-ACT III ACQUI GPATU US 1.3 (0.2) (1.2) GP-ACT III ACQUI GPAT US 1.3 (0.2) (1.2) GRAF GLOBAL CORP GRAF/U U 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) 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 535.1 (57.9) 26.3 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) ODYSSEY MARINE OMEX US 20.6 (91.1) (30.2) OMEROS CORP OMER US 437.5 (71.3) 221.9 OTIS WORLDWI OTIS US 9,791.0 (4,816.0) (180.0) OUTLOOK THERAPEU OTLK US 59.0 (134.2) 3.7 PAPA JOHN'S INTL PZZA US 847.2 (445.5) (56.7) PELOTON INTERA-A PTON US 2,408.5 (590.4) 675.5 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 REDFIN CORP RDFN US 1,071.1 (5.8) 93.8 REVANCE THERAPEU RVNC US 508.1 (98.7) 300.8 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 SABRE CORP SABR US 4,737.8 (1,416.2) 334.1 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 SERVE ROBOTICS I SERV US 4.2 (8.8) (9.8) SIM ACQUISITION SIMAU US 0.1 (0.0) (0.1) SIRIUS XM HOLDIN SIRI US 11,174.0 (2,370.0) (2,010.0) SIX FLAGS ENTERT FUN US 2,264.3 (730.9) (234.1) SLEEP NUMBER COR SNBR US 908.5 (445.9) (725.1) SOLARMAX TECHNOL SMXT US 54.7 (0.6) (9.1) SPECTRAL CAPITAL FCCN US 0.0 (0.4) (0.4) 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) STARDUST POWER I SDST US 20.3 (1.2) (9.9) 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) UNITI GROUP INC UNIT US 4,984.6 (2,477.5) - 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 44.7 (42.2) 21.5 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 ***