/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240730.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 30, 2024, Vol. 28, No. 211 Headlines 1346 SAXON: Case Summary & Two Unsecured Creditors 22ND CENTURY: Falls Short of Nasdaq Bid Price Requirement 2U INC: Initiates Chapter 11, Receives $110-Mil. of New Capital AEL INVESTMENT: Hires Shraiberg Page P.A. as Co-Counsel AGILE THERAPEUTICS: Tang Capital, 2 Others Hold 6.2% Stake AINOS INC: Falls Short of Nasdaq Minimum Bid Price Requirement AINOS INC: Registers 946,432 More Shares Under Stock Incentive Plan AMENTUM HOLDINGS: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable ARCH THERAPEUTICS: Secures $168K in 4th Convertible Notes Closing AURA SYSTEMS: Widens Net Loss to $15.26 Million in First Quarter BEELAND PROPERTIES: Taps Richard A. Richardson as Special Counsel BETHELITE COMMUNITY: Pastor's Suit over NYC Tax Lien Dismissed BEVERLY COMMUNITY: Hires Reed Smith LLP as Special Counsel BIOLASE INC: Swaps 3.2MM Common Shares for Series J Stock, Warrants BLUEWORKS CORP: Hires KJ Accounting Services as Accountant BLUEWORKS CORP: Hires Michael T. Bowers of Middleswart as CRO BLUEWORKS CORP: Hires Platinum Intellectual as Special Counsel BLUEWORKS CORP: Hires Shumaker Loop as Special Counsel BOXLIGHT CORP: All Three Proposals Passed at Annual Meeting BURGERFI INTERNATIONAL: Reaches Settlement Pact With Lion Point BURGESS POINT: Moody's Affirms 'B3' CFR, Outlook Stable CAMARILLO HHCA: No Patient Complaints, 1st PCO Report Says CAPARRA HILLS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable CHIMICHURRI CHICKEN: Seeks to Extend Plan Exclusivity to November 5 CLEARWATER PAPER: Moody's Puts 'Ba2' CFR on Review for Downgrade CONNEXA SPORTS: Incurs $15.64M Net Loss in FY Ended April 30 COSMOS HEALTH: Regains Compliance With Nasdaq Bid Price Rule CPI HOLDCO: Moody's Assigns 'Ba2' CFR, Outlook Remains Stable CROOM PROPERTIES: Seeks to Hire Bonnette Auction Co. as Auctioneer CUBIC CORP: Fitch Affirms 'B' LongTerm IDR, Outlook Negative CYRIOUS METAL: Seeks to Hire DeMarco-Mitchell PLLC as Counsel DELTA 9: Secures Amended and Restated CCAA Protection Order DIOCESE OF SAN DIEGO: Taps Gordon Rees Scully as General Counsel DIOCESE OF SAN DIEGO: Taps Greene & Roberts as Litigation Counsel DRTMG LLC: Unsecureds Will Get 100% of Claims in Subchapter V Plan DURHAM HOMES: Hires Beighley Myrick Udell as Special Counsel EIGER BIOPHARMACEUTICALS: Seeks to Extend Exclusivity to Oct. 28 ELYSIUM AXIS: U.S. Trustee Appoints Tamar Terzian as PCO EVOFEM BIOSCIENCES: Signs Phexxi License Agreement With Pharma 1 FAIRPORT BAPTIST: Asset Sale Closed; PCO Submits 13th Report FIVE RIVERS: Examiner Taps Dominic LoBuglio CPA as Accountant FLUENT INC: Ryan Schulke Reports 21.14% Equity Stake FRANCHISE GROUP: Moody's Cuts CFR to Caa1 & First Lien Loans to B3 FREEDOM 26: Files Amended Plan; Confirmation Hearing August 22 GARDA WORLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable GARDA WORLD: Moody's Rates New $400MM Sr. Unsecured Notes 'Caa2' GLOBAL AVIATION: SBA Wins Bid to Set Off ERTC Overpayment GLOBAL FERTILITY: No Decline in Patient Care, 5th PCO Report Says GLUCOTRACK INC: Secures $350,000 in Convertible Promissory Notes GOEASY LTD: $200MM Notes Add-on No Impact on Moody's 'Ba3' CFR GREENIDGE GENERATION: Unveils Pod X Bitcoin Mining Solution HANDOVER PARTNERS: Hires Bach Law Offices Inc. as Attorney HARDINGE INC: Case Summary & 30 Largest Unsecured Creditors HARDINGE INC: Files Ch. 11 to Sell Assets to Centre Lane Partners HEART TO HEART: Taps DeMarco-Mitchell PLLC as General Counsel HELLO NOSTRAND: Hires Northgate Real Estate as Real Estate Broker HOLLYWOOD LOFTS: Unsecureds to be Paid in Full in Plan HOME MARKETING: Taps DeMarco-Mitchell PLLC as Bankruptcy Counsel HOPEMAN BROTHERS: Recovery for Unsecureds Still to be Determined HOW TO GET: Seeks to Hire Keller Williams as Realtor HUGHES SATELLITE: Creditors Want to Tap Jones Day for Debt Advice INTERNATIONAL HOLDINGS: Case Summary & One Unsecured Creditor INTERSTATE CONSTRUCTION: Hires Gregory K. Stern as Counsel JAG CAPITAL: Seeks to Hire Shimanek Law P.L.L.C. as Counsel JAGUAR HEALTH: Iliad Research, 3 Others Report 9.13% Equity Stake JINGBO TECHNOLOGY: Incurs $1.2 Million Net Loss in First Quarter KBS REAL ESTATE: Remains Neutral on Comrit's Mini-Tender Offer KRAKEN OIL: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable L AND L CARE: PCO Reports No Change in Patient Care Quality LAS PROPERTY: Amends Unsecured Claims Pay Details LCM CORP: Hires Magee Goldstein Lasky & Sayers as Legal Counsel LCM CORP: Hires Woltz & Associates Inc. as Auctioneer LLT MANAGEMENT: Courts, Congress to Block J&J's 3rd Bankruptcy Plan MAGIC MICRO: Monsoon Bid to Confirm Arbitration Award Stayed MATCHBOX BUSINESS: Hires Newmark Concepts as Bookkeeper MAXIMUS SUPPLY: Hire Stretto Inc. as Claims and Noticing Agent MAXIMUS SUPPLY: Seeks to Hire Stretto as Administrative Advisor MAXIMUS SUPPLY: Taps Novo Advisors as Chief Restructuring Officer MELLO JOY: Gets OK to Hire Darnall Sikes & Frederick as Accountant MERCON COFFEE: Court Nixes Proposed Releases to Insiders MERCY HOTEL: Seeks to Extend Plan Exclusivity to November 10 METAL CHECK: Court OKs Appointment of Stephen Moriarty as Examiner MILLERS WHOLESALE: Taps Yeo & Yeo P.C. as Financial Consultant MO BAY BEIGNET: Hires Barry A. Friedman as Bankruptcy Counsel MONARCH BAY: Seeks to Hire ShemanoLaw as Legal Counsel MP PPH: Amends Unsecureds & C.P.P.A./Housing Claims Pay Details MR. KNICKERBOCKER: Hires Penn Law Firm LLC as Bankruptcy Counsel NASHVILLE SANJARA: Creditors to Get Proceeds From Liquidation NETCAPITAL INC: Shareholders Approve Reverse Stock Split Proposal NEVER FORGET: Hires Barton Brimm PA as Bankruptcy Counsel NORTHERN DYNASTY: Completes Second Tranche of Amended Royalty Deal NORTHERN OIL: Fitch Hikes LongTerm IDR to 'B+', Outlook Positive NUZEE INC: Regains Compliance With Nasdaq's Listing Requirement NUZEE INC: Says it Has Regained Compliance With Nasdaq Equity Rule NUZEE INC: Shelei Jiang Holds 17.94% Equity Stake NUZEE INC: Wenwen Yu Holds 9.51% Equity Stake NUZEE INC: Yuejie Liu Holds 9.51% Equity Stake NUZEE INC: Yumei Liu Holds 15.72% Equity Stake OCEAN POWER: Incurs $27.48 Million Net Loss in FY Ended April 30 ONEMETA INC: Signs Software Vendor Program Agreement With Five9 OPEN COURT: Hilco Sets Sept. 18 Bid Deadline for Sports Complex OPTIO RX: Hires Richards Layton & Finger P.A. as Special Counsel OVAINNOVATIONS LLC: Seeks to Tap SSG Advisors as Investment Banker PASKEY INCORPORATED: Case Summary & 20 Top Unsecured Creditors PERFICIENT INC: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable PIONEER POWER: Lowers Net Loss to $1.90 Million in 2023 PRESTO AUTOMATION: Extends Forbearance With Metropolitan Partners PRESTO AUTOMATION: Issues $1.65MM Convertible Note to Remus Capital REGAL PRESS: Contribution & Continued Operations to Fund Plan RINGCENTRAL INC: Fitch Alters Outlook on 'BB' IDR to Positive RIOT PLATFORMS: Acquires Block Mining for $92.5 Million ROCK CRUSHING: Unsecureds Will Get 30% of Claims in Plan ROYSTONE ON QUEEN: Hires Wathen Leid Hall as Special Counsel RSA SECURITY: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable SALTWIRE NETWORK: Postmedia Agrees to Acquire Assets Under CCAA SAS AB: CAVIC Bid for More Administrative Expense Claims Denied SCOTTY'S RV: Seeks to Hire M. Cyrus Mosley CPA as Accountant SCOTTY'S RV: Seeks to Hire Nixon & Alexander Law as Attorney SENIOR CHOICE: PCO Reports Resident Care Complaints SHERMAN/GRAYSON: PCO Reports No Change in Patient Care Quality SHERRY MCGANN: Loses Bid to Kick Out Case Trustee SIERRA BONITA: Unsecureds Will Get 100% of Claims over 5 Years SIYATA MOBILE: Gets New Order for SD7 Handsets, VK7 Vehicle Kits SOLIGENIX INC: Regains Compliance With Nasdaq's Min. Bid Price Rule SOUTH JEFFERSON: Hires Gambrell & Associates as General Counsel SOUTHEAST SUPPLY: S&P Withdraws 'CCC+' Issuer Credit Rating SPELL IT WITH: Hires Bach Law Offices Inc. as Attorney SPOT AT ANDERSON: Hires Frost Brown Todd LLP as Counsel SUPERIOR READY: Hires James Wilkins as Legal Counsel SUTTON TRANSPORT: Unsecureds Will Get 30% of Claims over 60 Months TECHPRECISION CORP: Gets Nasdaq Notice Over Delayed Annual Report TEREX CORP: Moody's Alters Outlook on 'Ba2' CFR to Stable TINA MARSHALL: PCO Reports No Change in Patient Care Quality TRINITY PLACE: All Four Proposals Passed at Annual Meeting TRINSEO PLC: Secures $150MM Credit Facility, Repays Old Debt TRULEUM INC: Provides Update to Shareholders on Operations VENEM LLC: Seeks to Hire Yeo & Yeo P.C. as Financial Consultant VENTURE GLOBAL LNG: Moody's Alters Outlook on 'B1' CFR to Stable VENTURE GLOBAL: Fitch Assigns 'BB' Rating on New Secured Notes VENTURE GLOBAL: Moody's Affirms 'Ba2' Rating on Sr. Secured Notes VIEWBIX INC: Effects 1-for-4 Reverse Stock Split VITRO BIOPHARMA: Enters Into $4.13M Consolidated Note With Target WEEKLEY HOMES: Moody's Raises CFR & Senior Unsecured Notes to Ba2 WEISS MULTI-STRATEGY: Seeks to Extend Plan Exclusivity to Oct. 17 WFO LLC: Seeks to Hire James Wilkins as Bankruptcy Counsel WINDSOR TERRACE: No Patient Care Concern, 5th PCO Report Says XCELERATOR BOATWORKS: Hires Cole Hayes as Attorney YAK TIMBER: Seeks Approval to Hire Ritchie Bros. Auctioneers [^] Large Companies with Insolvent Balance Sheet ********* 1346 SAXON: Case Summary & Two Unsecured Creditors -------------------------------------------------- Debtor: 1346 Saxon, LLC 78 Token St. Staten Island, NY 10312 Business Description: The Debtor is the fee simple owner of a property located at 1346 Saxon Avenue, Bay Shore, NY 11706 valued at $400,000. Chapter 11 Petition Date: July 28, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43122 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Charles Higgs, Esq. THE LAW OFFICE OF CHARLES A. HIGGS 2 Depot Plaza First Floor, Office 4 Bedford Hills NY 10507 Tel: (917) 673-3768 Email: charles@freshstartesq.com Total Assets: $400,000 Total Liabilities: $1,230,000 The petition was signed by Eric Forgione as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EZH5WII/1346_Saxon_LLC__nyebke-24-43122__0001.0.pdf?mcid=tGE4TAMA 22ND CENTURY: Falls Short of Nasdaq Bid Price Requirement --------------------------------------------------------- 22nd Century Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a deficiency letter from the Nasdaq Listing Qualifications Department indicating that for the 30 consecutive business days prior to July 16, 2024, the Company's common stock did not maintain a minimum closing bid price of $1.00 per share for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The notification of noncompliance has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar days following the date of the notification, or prior to January 13, 2025, the closing bid price of the Company's stock is at or above $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance with Rule 5550(a)(2) by January 13, 2025, the Company may be afforded a second 180 calendar day period to regain compliance. 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, except for the minimum bid price requirement. In addition, the Company would be required to provide written notice to Nasdaq of its intent to cure the deficiency during the second compliance period. About 22nd Century Group Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco products company with sales and distribution of its own proprietary new reduced nicotine tobacco products authorized as Modified Risk Tobacco Products by the FDA. Additionally, it provides contract manufacturing services for conventional combustible tobacco products for third-party brands. For the year ended December 31, 2023, the Company reported a net loss of $140.8 million compared to a net loss of $59.8 million in 2022. As of December 31, 2023, the Company had $27.5 million in total assets, $35.9 million in total liabilities, and $8.4 million in total shareholders' deficit. Buffalo, N.Y.-based Freed Maxick, CPAs, PC., the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. Further, the Company has negative working capital and a Shareholders deficit as of December 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern. 2U INC: Initiates Chapter 11, Receives $110-Mil. of New Capital --------------------------------------------------------------- 2U, Inc., a global leader in online education, on July 25, announced that it has initiated a financial transaction to strengthen its balance sheet and position the Company to advance its mission of making high-quality education accessible to learners around the world. The Company has entered into a Restructuring Support Agreement, or RSA, with lenders and noteholders holding approximately 87% of its outstanding debt that will provide approximately $110 million of new capital, reduce its debt by over 50% to approximately $459 million, and extend the maturity date of its revolving and term loans to over two years following closing of the transaction. To implement the transaction, 2U and certain domestic subsidiaries filed voluntary "prepackaged" Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York. 2U expects to secure court approval of financing totaling $64 million to further support the Company's business operations throughout the Chapter 11 process. The Company expects to complete the Chapter 11 process quickly, by the end of September, if not sooner. "Today marks an important milestone for 2U. New capital and a healthier balance sheet will enable us to continue our long-standing mission," said Paul Lalljie, Chief Executive Officer of 2U. "For over 15 years, 2U has led the online learning industry in the delivery of innovative, high-impact education in partnership with an unmatched network of leading universities. The steps we are taking today will enable us to continue investing in our offerings, services, and world-class team to deliver unparalleled online learning to meet the needs of students today. As we move towards the successful completion of this transaction, we are steadfastly focused on what matters most: our partners and learners." 2U has filed a number of customary motions with the court to ensure that its operations continue as usual while it implements this transaction. All programs will proceed as planned with no impact or disruption to learners as a result of this process, and 2U will continue providing all services for partners and students. Additionally, the RSA contemplates that payments to vendors will continue in the ordinary course. Following court approval and the completion of the transaction, 2U expects to emerge from Chapter 11 as a private company backed by its existing lenders and noteholders, including funds managed by Mudrick Capital Management, LP, Greenvale Capital LLP, and Bayside Capital, LLC. "2U is a true pioneer in the delivery of education that changes lives," said Brian Napack, Strategic Advisor to the investment group. "This company's role in the education ecosystem and its innovative approaches to increasing education access are more important than ever, and this financing demonstrates the investors' deep belief in 2U and commitment to its essential mission." Mr. Napack is a longtime executive, director, investor and advisor in the education industry, and is the former CEO of John Wiley (WLY), Chairman of the Association of American Publishers, and Senior Advisor at Providence Equity. Additional information regarding 2U's Chapter 11 process is available at https://dm.epiq11.com/2U. Stakeholders with questions may call the Company's Claims Agent, Epiq, at 877-525-5725 or +1 360-803-4441 if calling from outside the U.S. or Canada, or email at 2UInc@epiqglobal.com. Advisors Latham & Watkins LLP is serving as legal counsel, Moelis & Company is serving as investment banker, AlixPartners LLP is serving as financial advisor, and C Street Advisory Group is serving as strategic communications advisor to the Company. Weil, Gotshal & Manges LLP is serving as legal counsel to the ad hoc group of noteholders of the Company, Schulte Roth & Zabel LLP is serving as counsel to Greenvale Capital, LLP, and Houlihan Lokey is serving as investment banker to the ad hoc group of noteholders and Greenvale. Milbank LLP is serving as legal counsel and FTI Consulting, Inc. is serving as financial advisor to the ad hoc group of first lien term loan lenders. About 2U Inc. Headquartered in Lanham, Maryland, 2U is an online education platform company. The Company's mission is to expand access to high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their educational offerings online at scale. 2U, Inc. reported a net loss of $317.61 million for the year ended Dec. 31, 2023, compared to a net loss of $322.15 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $1.43 billion in total assets, $1.26 billion in total liabilities, and $168.58 million in total stockholders' equity. McLean, Virginia-based KPMG LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 6, 2024, citing that the Company projects that it will not have sufficient cash on hand or available liquidity to meet the obligations of the Second Amended Credit Agreement. As a result, substantial doubt is raised about the Company's ability to continue as a going concern. AEL INVESTMENT: Hires Shraiberg Page P.A. as Co-Counsel ------------------------------------------------------- AEL Investment Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Shraiberg Page P.A. as general bankruptcy co-counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary herein. The firm will be paid at these rates: Bradley S. Shraiberg $650 per hour Attorneys $350 to $650 per hour Legal Assistants $275 per hour The firm will be paid a retainer in the amount of $65,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner at Shraiberg Page 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: Bradley S. Shraiberg, Esq. Shraiberg Page P.A. 2385 N.W. Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 About AEL Investment Group, LLC AEL Investment Group, LLC, a Miami-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16739) on July 3, 2024, with $1 million to $10 million in both assets and liabilities. Enrique E. Larach, Sr., authorized member, signed the petition. Judge Corali Lopez-Castro presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg Page, PA represents the Debtor as legal counsel. AGILE THERAPEUTICS: Tang Capital, 2 Others Hold 6.2% Stake ---------------------------------------------------------- Tang Capital Partners, LP disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of July 10, 2024, the firm and its affiliated entities -- Tang Capital Management, LLC and its manager, Kevin Tang -- beneficially owned 426,153 shares of Agile Therapeutics, Inc.'s Common Stock, representing 6.2%, based on 6,904,498 shares of Common Stock outstanding as of July 8, 2024, as set forth in the Agile Therapeutics' Proxy Statement filed on Schedule 14A that was filed with the Securities and Exchange Commission on July 12, 2024. A full-text copy of Tang Capital Partners' SEC Report is available at: https://tinyurl.com/t84u677z About Agile Therapeutics Agile Therapeutics, Inc., is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. The Company reported a net loss of $14.46 million for the year ended Dec. 31, 2023, compared to a net loss of $25.41 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $12.61 million in total assets, $22.93 million in total liabilities, and a total stockholders' deficit of $10.32 million. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has generated losses since inception, used substantial cash in operations, has a working capital deficiency, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AINOS INC: Falls Short of Nasdaq Minimum Bid Price Requirement -------------------------------------------------------------- Ainos, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 15, 2024, it received a deficiency letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company's common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq deficiency letter has no immediate effect on the listing of the Company's common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol "AIMD" at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until Jan. 13, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before Jan. 13, 2025, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance. If the Company does not regain compliance with the Minimum Bid Price Requirement by Jan. 13, 2025, the Company may be eligible for an additional 180 calendar day period to regain compliance. 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, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities are subject to delisting. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules. About Ainos Ainos, Inc. -- www.ainos.com -- formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics and telehealth-friendly POCTs powered by the AI Nose technology platform. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. AINOS INC: Registers 946,432 More Shares Under Stock Incentive Plan ------------------------------------------------------------------- Ainos, Inc., filed a registration statement on Form S-8 with the U.S. Securities and Exchange Commission pursuant to and in accordance with General Instruction E of Form S-8 to register 946,432 shares of Common Stock which consist of 935,557 shares pursuant to the provisions of the 2023 Plan that provide for a discretionary increase in the number of shares reserved for issuance under such plan and 10,875 shares that were available under the Prior Plans for issuance previously registered pursuant to the Company's Registration Statement on Form S-8 (File No. 333-272639) filed with the Securities and Exchange Commission on June 14, 2023. The Company, on June 14, 2023, filed a registration statement on Form S-8 (File No. 333-272639), to register under the Securities Act shares of the Registrant's common stock, par value $0.01 per share, issuable pursuant to the Ainos, Inc. 2021 Stock Incentive Plan, which was amended and restated effective May 1, 2023. The registration statement was filed because the following shares that were previously reserved for issuance pursuant to the Registrant's 2021 Plan may now be issued pursuant to the Registrant's 2023 Plan: (1) shares that remained available for grant under the 2021 Plan as of the effective date of the 2023 Plan (including shares available under such plan by reason of a predecessor plan) and (2) shares that were subject to awards under the 2021 Plan as of the effective date of the 2023 Plan but which remain unvested upon the cancellation, surrender, exchange or termination of such awards for any reason whatsoever. In addition, the Plan Reserve, as defined in the 2023 Plan, includes an evergreen provision subject to the discretion of the Registrant's Compensation Committee of the Board of Directors as more particularly described in the 2023 Plan. A full-text copy of the Registration Statement is available at: https://tinyurl.com/s688u4rx About Ainos Ainos, Inc. -- www.ainos.com -- formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics and telehealth-friendly POCTs powered by the AI Nose technology platform. Ainos reported a net loss of $13.77 million for the year ended Dec. 31, 2023, compared to a net loss of $14.01 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $31.84 million in total assets, $7.39 million in total liabilities, and $24.45 million in total stockholders' equity. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. AMENTUM HOLDINGS: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has assigned Amentum Holdings, Inc. (Amentum) a first time 'BB+' Long-Term Issuer Default Rating (IDR). Fitch has also assigned long-term ratings to the company's term loan and revolver at 'BBB-'/'RR1'. The Rating Outlook is Stable. Its ratings are pro forma for the full funding of Amentum's merger with Jacobs' Critical Mission Solutions (CMS) and Cyber and Intelligence (C&I) business units. Amentum's ratings are supported by the company's increased size and scale following the merger, which Fitch anticipates will strengthen the company's capabilities across the lifecycle and market position as a leading government technology services provider. The company's credit profile is bolstered by its diversified, cost-plus weighted contract base across large, growth-oriented end markets, multi-year backlog (about 3.5x revenue), competitive renewal rates, positive FCF generation and exposure to various industry tailwinds. The 'BB+' rating is constrained by Amentum's capital structure and financial policy, which Fitch views as consistent with BB+ rating tolerances. Fitch projects pro forma EBITDA leverage to be approximately 4.5x post-merger. Management plans to reduce debt, excluding factoring, to its net EBITDA leverage target of 3.0x by 2026. Fitch views the company's deleveraging plans as achievable given its majority contracted revenue profile, which supports $400 million-$600 million of annual FCF available to be used for debt repayment leading to Fitch-calculated gross EBITDA leverage, including factoring, of 3.5x in FY26. Risks to the credit profile include integration challenges, potential cost overruns on fixed priced contracts, competitive pressures, or any major shifts in budget priorities or spending by the U.S. government and other government customers. Key Rating Drivers Amentum & Jacobs' Business Units Merger: Amentum announced its plans to merge with Jacobs' CMS and C&I businesses to enhance their market position as a leading technology solutions provider. The transaction is expected to close in 2H24. The combined entity is positioned to benefit from a more diversified and stable revenue base, primarily derived from government contracts, and poised for growth in higher-margin areas such as intelligence and cybersecurity. Identified net cost synergies of $50 million-$70 million within 24 months support the merger's potential to drive operational efficiencies and longer-term financial stability. Jacobs Solutions Inc. and its shareholders are expected to own up to 63% of Amentum (with Jacobs' shareholders holding at least 51% and Jacobs itself holding between 7.5% and 8%), while Lindsay Goldberg and American Securities will own the remaining 37%. The board will be comprised of 12 members: the CEO of Amentum, five members proposed by Amentum equity holders and agreed to by Jacobs, and six members proposed by Jacobs and reasonably acceptable to Amentum equity holders. Fitch does not view governance risk as a rating constraint due to the company's public commitment to reducing debt and achieving a net leverage of 3.0x, as well as the expectation that ownership and board representation will transition over the coming years. Enterprise Model, Front-End Investment Provide Growth Potential: The company intends to focus on an enterprise operating model to integrate its capabilities, aiming to unlock potential synergies. Focused investment in the front-end of the government acquisition lifecycle is expected to enhance the company's ability to secure business wins and add value for customers. However, this approach requires investment and is susceptible to uncertain win rates and potential delays, leading to lower margins than peers. The broad applicability of advanced technology solutions allows the opportunity for the company to leverage its technology and expertise across various end markets. Additionally, engagement in the beginning of the lifecycle favorably positions Amentum for involvement in later stages, which can lead to long-term customer relationships. The company's expanded post-merger capabilities also provide an opportunity to further deepen existing customer relationships and enhance its competitiveness on new contracts. Diversified Contracts; Backlog Support Revenue Visibility: Fitch considers Amentum to have a high degree of revenue visibility, which supports the 'BB+' rating. The company's revenue visibility is underpinned by its highly diversified contract base, multi-year backlog and competitive renewal rates. The company exhibits competitive recompete win rates in line with the industry average, bolstering predictability of revenue from existing contracts. Additionally, no single contract contributes more than 3% of EBITDA, which reinforces the strength of the cash flow profile, minimizes the company's dependence on any individual contract and limits downside risk. The company's robust backlog of more than $45 billion increases revenue visibility, with approximately 65% of contracts being cost-reimbursable providing greater near-term stability to the credit profile. Fitch understands growth opportunities may result in contract mix shift increasingly towards fixed-price contracts, but views the incremental margin risk as manageable given management's bidding track record and program review process. Amentum also benefits from its defense-weighted end market exposure of over 45% with Energy/Environmental, Space, Intelligence, and Civilian each contributing about 10%-15% of revenues. Forecasted Debt Repayment, Sub-3.5x Leverage: Fitch recognizes that management's near-term focus will be on integration and operational execution, which aims to maintain high earnings quality. Fitch's rating case forecasts $400 million-$600 million of annual FCF in fiscal years 2025-2026 supporting its expectation that management will prioritize debt repayment to moderate financial risks during this period. Fitch's rating case forecasts EBITDA leverage, including factoring, of approximately 3.5x in FY26. Fitch recognizes management may shift its capital allocation priorities following its achievement of a capital structure that provides flexibility to opportunistically pursue growth-linked organic investments and M&A, as well as shareholder returns. Positive rating momentum would likely necessitate a shift in the capital structure and formulation of a more conservative financial policy. Stable, High-Single Digit Margins Expected: Amentum generates EBITDA margins that are somewhat lower than other government services peers mainly due to the relatively higher level of cost-reimbursable contracts and enterprise investment approach. However, Fitch views the company as having a comparatively higher quality of earnings given the higher proportion of cost-reimbursable contracts, as well as renewal and new business win rates that are in line or better than peers, providing margin stability. Fitch expects Amentum to generate stable EBITDA margins around 7.5%-8% over the forecast horizon, with margin stability dependent upon new business win rates remaining steady or higher over time. Derivation Summary Fitch compares Amentum Holdings, Inc. with other government technology service providers, such as KBR, Inc. (BB+/Stable), Science Application International Corporation (SAIC, not rated [NR]), Leidos (NR), and CACI (NR). Amentum's business profile benefits from a higher degree of diversification across programs, platforms, and scope of work relative to most peers, which tend to focus on IT service offerings or have more product focus. Amentum's revenue visibility is supported by backlog coverage exceeding 3.5x at FYE 2023. This is higher than the 2.5x-3.0x range typically seen for KBR, SAIC, and Leidos, but slightly lower than CACI, which usually maintains backlog coverage around or above 3.5x. Fitch views the business profile of Amentum consistent with its peers and more reflective of an IG characteristics. Fitch forecasts Amentum to progressively improve EBITDA leverage towards the mid-3.0x range within 18 months-24 months following the transaction close. This is slightly higher than the 2.5x-3.5x range in which KBR, SAIC and CACI tend to fluctuate in. Meanwhile, Fitch expects Leidos to maintain leverage in the 2.0x-3.0x range, which is more consistent with 'BBB' rating category tolerances. Fitch notes Amentum's EBITDA margins in the high-single digit range lag behind peers, which are typically around 10%; however, Fitch understands this is largely due to Amentum's higher degree of cost-plus contracts that support above-average earnings quality and cash flow stability. Key Assumptions - The company successfully integrates Amentum and Jacobs' business units; - Low-to-mid single digit revenue growth over the forecast, supported by the company's high renewal rate and Amentum competing in higher growth areas of government spending such as space, intelligence and environmental solutions; - EBITDA margins in the high single-digit range over the forecast, supported by cost synergies following the merger; - Minimal working capital cash requirements and capex under 0.5% of revenue; - Excess cash being deployed to debt paydown over the next two years, in line with management's publicly stated financial policy to reduce net leverage to 3.0x by 2026; - Bolt-on M&A that enhances or expands capabilities as their deleveraging progresses; - SOFR assumed around 4.9% in 2025, declining to 4% through 2027; applicable margin for revolver assumed between 1.75%-2%, term loan assumed at 2.25%-2.5%. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated commitment to a financial policy supporting EBITDA leverage sustained below 3.0x; - Establishment of a balanced capital allocation plan preserving through-the-cycle financial flexibility; - Maintenance of strong backlog and diversification that supports revenue visibility; - A less encumbered capital structure. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Deviation from stated financial policy and failure to execute on stated deleveraging path, leading to EBITDA leverage sustained above 3.5x; - Sustained decline in the backlog trend or below average recompete win rates that leads to heightened cash flow risk; - Significant loss on one of its fixed price contracts or poor execution on existing contracts that significantly impacts the company's profitability, cash flow generation or ability to win future contracts. Liquidity and Debt Structure Adequate Liquidity: Fitch expects the company's liquidity to be sufficient over the rating horizon. Liquidity and financial flexibility are further bolstered by the company's cash generation. The company's pro forma capital structure is expected to be comprised of first lien revolver and term loan, as well as unsecured notes. Issuer Profile Amentum is an advanced technology solutions provider to domestic and international governments across the defense, space, civilian, intelligence and environmental end markets. The company will be the result of the merger of Jacobs' CMS and C&I business units with legacy Amentum. The initial debt issuer will be Amentum Escrow Corporation and, upon closing of the merger, the escrow issuer will merge with and into the obligor, Amentum Holdings, Inc., a new, publicly-traded entity. Date of Relevant Committee July 16, 2024 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Amentum Holdings, Inc. LT IDR BB+ New Rating senior secured LT BBB- New Rating RR1 ARCH THERAPEUTICS: Secures $168K in 4th Convertible Notes Closing ----------------------------------------------------------------- Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 16, 2024, the Company consummated a fourth closing of the Convertible Notes Offering pursuant to the terms and conditions of the SPA with certain institutional and accredited individual investors who have previously purchased secured promissory notes from the Company, providing for the issuance and sale by the Company to the Investors 2024 First Notes convertible into shares of Common Stock. The 2024 First Notes were issued as part of the Convertible Notes Offering previously authorized by the Company's board of directors. In connection with the Fourth Closing of the Convertible Notes Offering, the Company issued and sold to the Investors 2024 First Notes in the aggregate principal amount of $168,000, which includes an aggregate $28,000 original issue discount in respect of the 2024 First Notes. The net proceeds for the sale of the 2024 First Notes was approximately $140,000, after deducting issuance discounts. The Fourth Closing of the sale of the 2024 First Notes under the SPA occurred on July 16, 2024. The Company intends to use the net proceeds from the Convertible Notes Offering primarily for working capital and general corporate purposes and has not allocated specific amounts for any specific purposes. The 2024 First Notes become due and payable on August 15, 2024 and may be prepaid provided that an Event of Default has not occurred. The 2024 First Notes bear interest on the unpaid principal balance at a rate equal to 10% (computed on the basis of the actual number of days elapsed in a 360-day year) per annum accruing from the Fourth Closing Date until the 2024 First Notes become due and payable at maturity or upon their conversion, acceleration or by prepayment, and may become due and payable upon the occurrence of an Event of Default under the 2024 First Notes. Any amount of principal or interest on the 2024 First Notes which is not paid when due shall bear interest at the rate of the lesser of (i) 18% per annum or (ii) the maximum amount allowed by law from the due date thereof until payment in full. The 2024 First Notes are convertible into an aggregate of 336,000 shares of Common Stock at the option of the holder of the 2024 First Notes from the Fourth Closing Date at the Conversion Price through the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount; provided, however, the 2024 First Notes include a provision preventing such conversion if, as a result, the Holder, together with its affiliates and any other persons whose beneficial ownership of Company Common Stock would be aggregated with the Holder's, would be deemed to beneficially own more than 4.99% of the outstanding shares of the Company's Common Stock immediately after giving effect to the Conversion; and provided further, the Holder, upon notice to the Company, may increase or decrease the Note Ownership Limitation; provided that (i) the Note Ownership Limitation may only be increased to a maximum of 9.99% of the outstanding shares of the Company's Common Stock; and (ii) any increase in the Note Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The initial conversion price of the 2024 First Notes shall be equal to $0.50 per share and may be reduced or increased proportionately as a result of any stock dividends, recapitalizations, reorganizations, and similar transactions. If the Company fails to deliver the shares of Common Stock issuable upon a conversion by the Deadline (as defined in the 2024 First Notes), then the Company is obligated to pay such 2024 First Note Holders $5,000 per day in cash for each day beyond the Deadline. The 2024 First Notes contains customary events of default, which includes, among other things, (i) the Company's failure to pay when due any principal or interest payment under the 2024 First Notes; (ii) the insolvency of the Company; (iii) delisting of the Company's Common Stock; (iv) the Company's breach of any material covenant or other material term or condition under the 2024 First Notes; and (v) the Company's breach of any representations or warranties under the 2024 First Notes which cannot be cured within five days. Further, Events of Default under the 2024 First Notes also include (i) the unavailability of Rule 144 on or after six months from the Issue Date (as defined therein); (ii) the Company's failure to deliver the shares of Common Stock to the 2024 First Note Holders upon exercise by such Holder of its conversion rights under the 2024 First Notes; (iii) the Company's loss of the "bid" price for its Common Stock and/or a market and such loss is not cured during the specified cure periods; and (iv) the Company's failure to complete an uplist to a National Exchange by August 15, 2024. Upon an Event of Default, the 2024 First Notes shall become immediately due and payable and the Company shall pay the 2024 First Note Holders an amount equal to 125% multiplied by the sum of the outstanding principal amount of the 2024 First Notes plus any accrued and unpaid interest on the unpaid principal amount of the 2024 First Notes to the date of payment, plus any Default Interest and any other amounts owed to the Holder under the SPA; provided that, upon any subsequent Event of Default not in connection with the first Event of Default, the Holder shall be entitled to an additional 5% to the Default Premium for each subsequent Event of Default. At the election of each 2024 First Note Holder, the Default Amount may be paid in cash or shares of Common Stock equal to the Default Amount divided by the Conversion Price at the time of payment. Upon the closing of the transaction that results in the uplist of the Common Stock to a National Exchange, 100% of the then outstanding principal amount of the 2024 First Notes shall automatically convert into shares of Common Stock, with the conversion price for purposes of such Automatic Conversion being $0.515625 per share. Upon the Automatic Conversion and to the extent that the beneficial ownership of the Holders of 2024 First Notes would increase over the applicable Note Ownership Limitation, the Holder will receive pre-funded warrants in lieu of shares of Common Stock otherwise issuable to the Holder in connection with the Automatic Conversion, which 2024 Note Conversion Pre-Funded Warrants shall have an exercise price of $0.000125 per share, may be exercised on a cashless basis, shall be exercisable immediately upon issuance and shall contain a customary beneficial ownership limitation provision. In addition, upon the Automatic Conversion, the Holder shall receive a warrant to purchase a number of shares of Common Stock equal to the number of shares of Common Stock (or shares of Common Stock underlying 2024 Note Conversion Pre-Funded Warrants, if any) issued upon the Automatic Conversion. The Uplist Conversion Warrant shall have an exercise price per share of $0.50 and shall otherwise be identical to the warrants (other than pre-funded warrants) sold pursuant to the securities purchase agreement dated November 8, 2023, as amended. The Company also agreed in the 2024 First Notes to file no later than 60 days after the closing of an uplist to a National Exchange a registration statement on Form S-4, or other appropriate form, registering the offer by the Company to exchange, on a one-for-one basis, all outstanding Uplist Conversion Warrants and certain other warrants for newly issued warrants identical to the warrants being sold in the offering that results in the uplist to a National Exchange, which warrants are expected to be listed on the Cboe BZX Exchange, Inc. under the symbol "ARTHW." The 2024 First Notes issued on the Fourth Closing will be senior in priority to the 2024 First Notes previously issued on the First Closing, Second Closing, and Third Closing, and the notes previously issued pursuant to the Securities Purchase Agreement, dated as of July 6, 2022, by and among the Company and each of the parties listed on the signature pages thereto. On the Initial Closing Date, the Company entered into a Registration Rights Agreement with the Investors, pursuant to which the Company is obligated, subject to certain conditions, to file with the Securities and Exchange Commission within 60 days after the Initial Closing Date one or more registration statements to register the Conversion Shares for resale under the Securities Act of 1933, as amended. The Company's failure to satisfy certain filing and effectiveness deadlines with respect to a Resale Registration Statement and certain other requirements set forth in the Registration Rights Agreement may subject the Company to payment of monetary penalties. In connection with the issuance of the 2024 First Notes, the Company entered into a Security Agreement with the Collateral Agent on behalf of the Investors on the Initial Closing Date, pursuant to which the Company and each of its subsidiaries provided as collateral to the Investors a security interest in, and a lien on, substantially all of the Debtors. Upon an Event of Default under the 2024 First Note, each Investor may exercise its rights to the collateral pursuant to the terms of the Security Agreement. In connection with the issuance of the 2024 First Notes, the Company also entered into an Intellectual Property Security Agreement with the Collateral Agent (as defined therein) on behalf of the Investors on the Initial Closing Date (the "IP Security Agreement"), pursuant to which the Company and each of its subsidiaries (together with any persons who execute a joinder to the Security Agreement, the "IP Debtors") provided as collateral to the investors a security interest in, and a lien on, substantially all of the IP Debtors. Upon an Event of Default under the 2024 First Notes, each Investor may exercise its rights to the collateral pursuant to the terms of the Security Agreement. The SPA contains certain restrictions on the Company's ability to conduct subsequent sales of its equity securities and certain business activities. In particular, subject to certain customary exemptions, from the Initial Closing Date, until 30 days after the Resale Registration Statement goes effective, the Company shall not file any registration statement with respect to the Company's Common Stock. The issuance and sale of the 2024 First Notes have not been, and will not upon issuance be, registered under the Securities Act, and the 2024 First Notes may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws. The Securities will be issued and sold in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated under Securities Act based on the following facts: each of the Investors has represented that it is an accredited investor as defined in Rule 501 promulgated under the Securities Act; that it is acquiring the Securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities; the Company used no advertising or general solicitation in connection with the issuance and sale of the 2024 First Notes to the Investors; and the Securities will be issued as restricted securities. About Arch Therapeutics Inc. Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing products based on its innovative AC5 self-assembling technology platform. As of December 31, 2023, the Company had $1,821,947 in total assets, $11,397,463 in total current liabilities, and $9,575,516 in total stockholders' deficit. Los Angeles, Calif.-based Weinberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024, citing that during the year ended September 30, 2023, the Company incurred a net loss and utilized cash flows in operations, and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AURA SYSTEMS: Widens Net Loss to $15.26 Million in First Quarter ---------------------------------------------------------------- Aura Systems, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $15.26 million on $47,000 of net revenue for the three months ended May 31, 2024, compared to a net loss of $1.14 million on $10,000 of net revenue for the three months ended May 31, 2023. As of May 31, 2024, the Company had $1.88 million in total assets, $37.51 million in total liabilities, and a total shareholders' deficit of $35.63 million. Aura Systems said, "The Company has not yet generated sufficient revenues to fund operations, has experienced recurring operating losses and relies on debt and equity offerings to generate working capital. "During the three-month period ended May 31, 2024, the Company recognized net loss of [$15,258,000] from operations and used cash in operating activities of [$784,000]. As of May 31, 2024, the Company also has a shareholder deficit of [$35,627,000] and notes payable totaling [$5,315,000] are also past due. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company's independent registered public accounting firm, in its report on the Company's February 29, 2024, financial statements, raised substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/826253/000101376224000546/ea0209741-10q_aurasystem.htm About Aura Systems Aura Systems Inc. is a Delaware corporation founded in 1987. The Company innovated and commercialized the technology for Axial Flux Induction electric motors and generators. The Company's power generation solution based on axial flux induction is known as the AuraGen for commercial and industrial applications and the VIPER for military applications. Los Angeles, California-based Weinberg & Company, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated June 4, 2024, citing that during the year ended Feb. 29, 2024, the Company incurred a net loss of $4.2 million, used cash in operations of $3 million, and at Feb. 29, 2024, had a stockholders' deficit of $21.5 million. In addition, at Feb. 29, 2024, notes payable and related accrued interest with an aggregate balance of $6.7 million have reached maturity and are past due. These matters raise substantial doubt about the Company's ability to continue as a going concern. BEELAND PROPERTIES: Taps Richard A. Richardson as Special Counsel ----------------------------------------------------------------- Beeland Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ the Law Office of Richard A. Richardson, LLC as its special litigation counsel. The counsel will prosecute the Debtor's estate's claims and cause of action in: a. Landry et al. v. Allstate Ins. Co., 3:24-cv-00136-SDD-RLB (Bankr. M.D. La.); and b. 9970 Hwy 165 N LLC v. St. Francisville Bancshare Inc. et al, C-20233443 (4th JDC, Parish of Ouchita, La.). As compensation, the firm will receive 40 percent of any recoveries (or 45 percent in the event of an appeal) plus reimbursement of actual, necessary expenses and other charges incurred. As disclosed in the court filings, the Law Office of Richard A. Richardson does not represent or hold any interest adverse to the Debtor(s) or to the estate with respect to the matter on which my law firm is to be employed. The firm can be reached through: Richard A. Richardson, Esq. Law Office of Richard A. Richardson, LLC 14 Poplar Dr. Covington, LA 70433 - 4328 Phone: (504) 626-6956 About Beeland Properties, LLC Beeland Properties, LLC is a company in Denham Springs, La., engaged in renting and leasing real estate properties. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10461) on June 11, 2024, with $1 million to $10 million in both assets and liabilities. Jeff Landry, manager, signed the petition. Judge Michael A. Crawford presides over the case. Ryan J. Richmond, Esq., at Sternberg, Naccari & White, LLC represents the Debtor as legal counsel. BETHELITE COMMUNITY: Pastor's Suit over NYC Tax Lien Dismissed -------------------------------------------------------------- Judge Lorna G. Schofield of the United States District Court for the Southern District of New York granted the motion filed by the City of New York and other defendants to dismiss the complaint brought by James Manning relating to a tax lien assessed against the property of Bethelite Community Baptist Church. Mr. Manning, proceeding pro se, brings claims under 42 U.S.C. Sec. 1983, alleging that a tax lien was improperly entered against the Debtor, of which he is the pastor, for unpaid water and sewer taxes. Plaintiff's Complaint alleges that the tax lien and the sale of the lien to Bank of New York Mellon and the 1998-2 Trust have denied Plaintiff his right to freedom of speech, religious liberty and due process. Bethelite is a non-profit religious institution that owns property located at 36-38 West 123rd Street, New York, New York. Since 1985, Bethelite has sought an exemption from water and sewer charges on the Property due to its status as a tax-exempt religious corporation. A tax lien was assessed against the Property, and on May 13, 2002, the lien was sold to NYCTL 1999-1 Trust. In 2005, the lien was assigned to the NYCTL 2005-A Trust, and in 2010, it was assigned to the 1998-2 Trust. On March 4, 2004, Bethelite commenced a special proceeding in New York Supreme Court, No. 103377/04, under CPLR Article 78 against defendants that included the DEP and the City of New York, seeking reversal of the DEP's denials of an exemption for the water and sewer charges, annulment of the existing charges and revocation of the tax lien. After Bethelite initially prevailed in the action, the New York Court of Appeals reversed the granting of Bethelite's petition and remitted the case to the New York Supreme Court to allow defendants to submit an answer and for further proceedings on the pleadings. After further litigation, on August 10, 2017, the New York Supreme Court denied Bethelite's application for an exemption from water and sewer charges and dismissed the case. In September 2009, the 2005-A Trust began an action in New York state court, No. 113197/09, to foreclose on the Property. In 2022, Bethelite filed for Chapter 11 bankruptcy, briefly staying the foreclosure sale until the bankruptcy petition was dismissed on February 8, 2023. After being re-noticed, the sale was then stayed again in December 2023 when Bethelite filed for bankruptcy a second time. The automatic bankruptcy stay has since been lifted as to the foreclosure action. The foreclosure sale is now set to occur in the near future. On June 21, 2024, Plaintiff filed an action in this Court, seeking injunctive relief to stop the foreclosure. Injunctive relief was denied, and the suit was dismissed. On March 17, 2023, Plaintiff filed the action seeking damages of "$23 million dollars from [t]he City of New York for violation of my civil rights [and] $23 million dollars separately from the Bank of New York Mellon . . . and the NYCTL 1998-2 Trust (one million for each year) for violation of my civil rights [plus] interest starting from 2002 [when] they purchased the lien . . . ." Defendants filed a joint motion to dismiss this action, arguing that the case is barred by the statute of limitations. The motion was denied without prejudice, and the Court sought briefing on the issue of subject matter jurisdiction. On March 12, 2024, Defendants filed a motion to dismiss for lack of subject matter jurisdiction under Rule 12(b)(1). The Court lacks subject matter jurisdiction because Plaintiff lacks standing. According to the Court, he lacks standing to assert that his First Amendment rights were violated by the tax lien and foreclosure, which were not against him but rather against the church where he is the pastor and against the church's property. Plaintiff's claims all arise from the tax lien entered against non-party Bethelite, the Court finds. The Complaint alleges that Defendants imposed the tax lien in a discriminatory and unjust manner and that the law allowing the sale of the tax lien is likewise discriminatory and unjust. The Complaint, construed liberally, alleges a number of harms resulting from the tax lien, including that: (1) the Property is subject to an unjust foreclosure sale pursuant to the lien; (2) the Property was vandalized, and Bethelite and Plaintiff received hate mail; (3) Bethelite experienced judicial bias resulting in unfavorable decisions in the state court challenges to the tax lien; (4) Plaintiff spent time and resources challenging the lien in state court, impacting his ability to pursue his religious activities; and (5) Plaintiff suffered mental and physical harm from the stress of challenging the lien. The Court holds Plaintiff lacks standing to seek redress for these harms because certain of the harms were suffered by Bethelite, not Plaintiff, and the doctrine of third-party standing does not apply; the harms suffered by Plaintiff are too indirect because they derive from the alleged misconduct toward, and harm to, Bethelite; and certain of the harms are not fairly traceable to Defendants' conduct. Several of the alleged harms do not confer standing on Plaintiff because they are harms to Bethelite and not to Plaintiff, the Court states. The unjust foreclosure of the Property, the vandalism of church property, and the alleged judicial bias in state court litigation about the tax lien on the Property are all alleged harms suffered by Bethelite, the Court adds. They do not satisfy the standing requirement of an injury to Plaintiff, the Court concludes. These harms may confer standing on Bethelite, the owner of the Property, but not on Plaintiff who has not shown that he has a legal interest in the Property. The Court points out that, as a threshold matter, Bethelite is not a party to this action. Plaintiff purported to name Bethelite as a co-plaintiff in his opposition to the motion to dismiss, but he has not sought to amend the Complaint to name Bethelite a party. Bethelite has not sought to intervene or otherwise join this action, and could do so only if it were represented by counsel, the Court notes. Even if Bethelite had appeared, any recovery by Bethelite on its claims would be church assets, subject to attachment by Bethelite's creditors, and would not be damages awarded to Plaintiff. Plaintiff states in opposition to the motion to dismiss that he has "full authority over all [Bethelite] property, property rights, and legal responsibilities of [Bethelite]," but the Complaint and opposition contain no factual allegations to support this legal conclusion, the Court finds. Defendants submitted a 1984 deed to the Property showing Bethelite as the owner of the Property. Plaintiff has not submitted any evidence to the contrary, the Court adds. Plaintiff has not sufficiently alleged or established that he holds any legal right over the Property or Bethelite as an entity, the Court concludes. Even if Plaintiff had legal authority to act as an agent on behalf of Bethelite, the church would need to appear in this action, through counsel, and make claims on its own behalf, according to the Court. Defendants' motion to dismiss is granted without prejudice to seeking further relief in state court, to the extent that relief is available. Leave to amend is denied because the Court's lack of jurisdiction cannot be remedied with an amended pleading. A copy of the Court's decision dated July 19, 2024, is available at https://urlcurt.com/u?l=Ejq0fY About Bethelite Community Baptist Church Bethelite Community Baptist Church, Inc. is a tax-exempt religious organization in New York. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11984) on Dec. 12, 2023, with $5,727,590 in assets and $6,969,195 in liabilities. Pastor James Manning, pastor and manager, signed the petition. Judge Martin Glenn oversees the case. Mark E. Cohen, Esq., at Pryor & Mandelup, L.L.P. represents the Debtor as legal counsel. BEVERLY COMMUNITY: Hires Reed Smith LLP as Special Counsel ---------------------------------------------------------- Howard M. Ehrenberg, the Trustee for Beverly Community Hospital Association dba Beverly Hospital and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Reed Smith LLP as special litigation counsel. The firm will advise the Trustee regarding the investigation of prepetition conduct of third parties, including parties involved with the Debtors, and to analyze and potentially pursue claims against such parties under any insurance policies issued to the Estate's insureds, without limitation to any directors and officers liability insurance. The firm will be paid at these rates: Marsha A. Houston, Partner $965 per hour Benjamon Fligel, Partner $850 per hour Christopher O. Rivas, Partner $800 per hour Evy M. Wild, Counsel $780 per hour Nicholas R. Rodriguez, Counsel $760 per hour Shayna A. Jackson, Associate $650 per hour Paralegal $300 to $360 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Marsha A. Houston, Esq., a partner at Reed Smith 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: Marsha A. Houston Reed Smith LLP 355 South Grand Avenue, Suite 2900 Los Angeles, CA 90071 Tel: (310) 734-5465 Email: mhouston@reedsmith.com About Beverly Community Hospital Association dba Beverly Hospital Beverly Community Hospital Association and affiliates operate general medical and surgical hospitals. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-12359) on April 19, 2023. In the petition signed by its chief executive officer, Alice Cheng, Beverly Community disclosed $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special and conflicts counsel; and Triple P RTS, LLC, a wholly owned subsidiary of Portage Point Partners, LLC, as restructuring advisor. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Beverly Community Hospital Association. The committee is represented by Tania Moyron, Esq. Tamar Terzian is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. BIOLASE INC: Swaps 3.2MM Common Shares for Series J Stock, Warrants ------------------------------------------------------------------- BIOLASE, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company issued an aggregate of 3,190,476 shares of its common stock, par value $0.001 per share, in exchange for (i) 2,546 shares of the Company's Series J Convertible Redeemable Preferred Stock, par value $0.001 per share, and (ii) 8,000 warrants to purchase 4,000 shares of Series J Preferred Stock, pursuant to the terms of that certain Exchange Agreement entered into on July 16, 2024 by the Company and the investor named therein. The Company issued the Series J Preferred Stock and Series J Preferred Warrants to the Investor in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. The shares of Common Stock issued upon exchange of the Series J Preferred Stock and Series J Preferred Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. No proceeds have been or will be received and no commissions have been or will be paid by the Company in connection with the exchange. About Biolase Inc. BIOLASE -- www.biolase.com -- is a medical device company that develops, manufactures, markets and sells laser systems in dentistry and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. As of Dec. 31, 2023, BIOLASE's proprietary laser products incorporate approximately 241 active patents and 21 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $20.63 million for the year ended Dec. 31, 2023, compared to a net loss of $28.63 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $34.35 million in total assets, $34.08 million in total liabilities, $2.20 million in total mezzanine equity, and a total stockholders' deficit of $1.93 million. Irvine, Calif.-based Macias Gini & O'Connell, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended Dec. 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern. BLUEWORKS CORP: Hires KJ Accounting Services as Accountant ---------------------------------------------------------- Blueworks Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ KJ Accounting Services, Inc. as accountant. The firm's services include: a. preparing federal and applicable state income tax returns with supporting schedules for the Debtor; b. preparing county property tax returns; c. preparing or assistance monthly and annual compiled financial statements; d. assisting the Debtor's management in preparing analytical reports regarding the Debtor's operations; and e. providing such other consulting and planning services as reasonably requested by the Debtor's management. The firm will be paid a fixed fee of $10,000, which covers all accounting services provided to the Debtor. Luoding Lei, a partner at KJ Accounting Services, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Luoding Lei KJ Accounting Services, Inc. 5900 Balcones Drive, Suite 100 Austin, TX 78731 Tel: (512) 222-4188 About Blueworks Corporation Blueworks Corp. specializes in developing and manufacturing a comprehensive range of swimming pool equipment. Products include Salt Chlorinator, Salt Chlorinator Cell Replacement, Saltwater System Parts, Pool Light, Pool Alarm, Pool Timer, Pool Pump and more. Blueworks Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30494) June 11, 2024. In the petition signed by Michael Bowers, as CRO, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by Matthew L. Tomsic, Esq. at RAYBURN COOPER & DURHAM, P.A. Platinum Intellectual Property, PC as special corporate counsel. Shumaker, Loop & Kendrick, LLP as special counsel. BLUEWORKS CORP: Hires Michael T. Bowers of Middleswart as CRO ------------------------------------------------------------- Blueworks Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Mr. Michael T. Bowers of Middleswart, Bowers & Co., LP as chief restructuring officer. The firm will: a. provide assistance to the Debtor and Debtor's counsel with Court filings as needed; b. directly manage the Debtor's financial matters; c. provide expert testimony before the Bankruptcy Court as required; d. provide post-petition bankruptcy consulting services as required; e. assist in post-petition financial restructuring and plan of reorganization formulation; and f. provide other consulting services as may be required and other customary and typical duties for a CRO. The firm will be paid at $300 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael T. Bowers, a partner at Middleswart, Bowers & Co., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael T. Bowers Middleswart, Bowers & Co., LP 219 A Wilmot Drive Gastonia, NC 28054 About Blueworks Corporation Blueworks Corp. specializes in developing and manufacturing a comprehensive range of swimming pool equipment. Products include Salt Chlorinator, Salt Chlorinator Cell Replacement, Saltwater System Parts, Pool Light, Pool Alarm, Pool Timer, Pool Pump and more. Blueworks Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30494) June 11, 2024. In the petition signed by Michael Bowers, as CRO, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by Matthew L. Tomsic, Esq. at RAYBURN COOPER & DURHAM, P.A. Platinum Intellectual Property, PC as special corporate counsel. Shumaker, Loop & Kendrick, LLP as special counsel. BLUEWORKS CORP: Hires Platinum Intellectual as Special Counsel -------------------------------------------------------------- Blueworks Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Platinum Intellectual Property, PC as special corporate counsel. The firm's services include: a. providing corporate advice to the Debtor regarding the impact of the Chapter 11 Case on the corporate affairs of the Debtor; b. representing the Debtor regarding various corporate governance matters; and c. providing advice and legal services related to intellectual property matters; The firm will be paid at these rates: Partners $350 per hour Associates $325 per hour Paralegals $195 per hour The firm received from the Debtor a retainer in the amount of $126,100. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michelle Dunn, Esq., a partner at Platinum Intellectual Property, 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: Michelle Dunn Platinum Intellectual Property, PC 3031 Tisch Way, Ste. 110 PW San Jose, CA 95128 Tel: (408) 800-5884 About Blueworks Corporation Blueworks Corp. specializes in developing and manufacturing a comprehensive range of swimming pool equipment. Products include Salt Chlorinator, Salt Chlorinator Cell Replacement, Saltwater System Parts, Pool Light, Pool Alarm, Pool Timer, Pool Pump and more. Blueworks Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30494) June 11, 2024. In the petition signed by Michael Bowers, as CRO, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by Matthew L. Tomsic, Esq. at RAYBURN COOPER & DURHAM, P.A. Platinum Intellectual Property, PC as special corporate counsel. Shumaker, Loop & Kendrick, LLP as special counsel. BLUEWORKS CORP: Hires Shumaker Loop as Special Counsel ------------------------------------------------------ Blueworks Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Shumaker, Loop & Kendrick, LLP as special counsel. The firm's services include: a. completing briefing on any post-trial motions and arguing the motions; b. filing any notices of appeal and/or petitions for certiorari; c. prosecuting any appeals; and d. any post-appeal proceedings, to the extent any appeal results in a remand. The firm will be paid at these rates: Partners $420 to $495 per hour Associates $250 to $405 per hour Paralegals $260 to $325 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the Petition Date, the firm was owed approximately $37,360.50 for services rendered prepetition, exclusive of the $205,617 that was paid to the firm's operating account and moved to trust earmarked for payment of the firm's invoices prepetition plus $36,094.12 in trust for post-judgment professional fees. Christina Davidson Trimmer, Esq., a partner at Shumaker, Loop & Kendrick, 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: Christina Davidson Trimmer Shumaker, Loop & Kendrick, LLP 101 South Tryon Street, Suite 2200 Charlotte, NC 28202 Tel: (704) 375-0057 About Blueworks Corporation Blueworks Corp. specializes in developing and manufacturing a comprehensive range of swimming pool equipment. Products include Salt Chlorinator, Salt Chlorinator Cell Replacement, Saltwater System Parts, Pool Light, Pool Alarm, Pool Timer, Pool Pump and more. Blueworks Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30494) June 11, 2024. In the petition signed by Michael Bowers, as CRO, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by Matthew L. Tomsic, Esq. at RAYBURN COOPER & DURHAM, P.A. Platinum Intellectual Property, PC as special corporate counsel. Shumaker, Loop & Kendrick, LLP as special counsel. BOXLIGHT CORP: All Three Proposals Passed at Annual Meeting ----------------------------------------------------------- Boxlight Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held its 2024 annual meeting of stockholders on July 22, 2024, at which the stockholders: (1) elected Michael Pope, James Mark Elliot, Tiffany Kuo, Rudolph F. Crew, Dale Strang, R. Wayne Jackson, and Charles P. Amos to the Company's board of directors to serve for a term of one year, until the next Annual Meeting and until their successor have been duly elected and have qualified; (2) ratified the appointment of FORVIS, LLP as the independent auditors for the fiscal year ending Dec. 31, 2024; (3) approved (on an advisory basis) the Company's executive compensation. About Boxlight Corporation Boxlight Corporation (Nasdaq: BOXL) -- http://www.boxlight.com/-- is a provider of interactive technology solutions under its brands Clevertouch, FrontRow and Mimio. Boxlight aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories, and professional services. Atlanta, Georgia-based Forvis, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. BURGERFI INTERNATIONAL: Reaches Settlement Pact With Lion Point --------------------------------------------------------------- BurgerFi International, Inc., announced July 25 that the Company and Lion Point Capital, LP entered into a settlement agreement pursuant to which, among other things, the Company and Lion Point agreed to resolve all claims between Lion Point and the Company existing as of, or prior to, the date of the Settlement Agreement related to the previously disclosed litigation initiated by Lion Point against the Company. Pursuant to the Settlement Agreement, the Company agreed to, among other things, (i) pay Lion Point $1,350,000 in installments in accordance with the schedule set forth in the Settlement Agreement, and (ii) issue to Lion Point 300,000 shares of Series A Preferred Stock, in each case subject to terms and conditions set forth in the Settlement Agreement. As previously disclosed, on Aug. 26, 2022, a lawsuit captioned Lion Point Capital, LP v. BurgerFi International, Inc., Index No. 653099/2022 was filed by Lion Point in the Supreme Court of the State of New York, County of New York against the Company alleging that the Company failed to timely register Lion Point's shares in violation of the registration rights agreement to which Lion Point and the Company are parties. The Company and Lion Point subsequently engaged in discussions to resolve the claims asserted in the Action. Without any admission as to fault, liability or wrongdoing or as to the validity of the other party's positions, as a result of such efforts and in order to avoid the time, expense, and risks associated with continuing to litigate the Action, on July 23, 2024, the Company and Lion Point entered into the Settlement Agreement. "We are pleased to be putting this litigation matter with Lion Point firmly behind us. Our intention is to continue to explore strategic alternatives that we believe would be in the best interests of the Company and its stakeholders, as previously disclosed," said David Heidecorn, Chairman of the Board. About BurgerFi Headquartered in Fort Lauderdale, FL, BurgerFi International, Inc. is a multi-brand restaurant company that develops, markets and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. Miami, Florida-based KPMG LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 10, 2024, citing that the Company was not in compliance with the minimum liquidity requirement of its credit agreement, which constitutes a breach of the credit agreement and an event of default that raises substantial doubt about its ability to continue as a going concern. BURGESS POINT: Moody's Affirms 'B3' CFR, Outlook Stable ------------------------------------------------------- Moody's Ratings affirmed Burgess Point Purchaser Corporation's (d/b/a BBB Industries) ratings, including its B3 corporate family rating, B3-PD probability of default rating and the B2 rating on its backed senior secured bank credit facilities. The outlook is stable. The affirmation of the rating and the stable outlook reflect Moody's expectation that BBB's strong competitive position will support good revenue growth and solid profitability over the next twelve months. However, despite a favorable operating backdrop, BBB remains burdened by high interest costs that result in weak debt coverage metrics and constrain free cash flow. Therefore, Moody's believe there is limited financial flexibility for BBB to absorb any underperformance or negative developments over the next several quarters. Moody's view the company's acquisition of All Star Auto Lights, Inc. (All Star) favorably given the proposed equity contribution to the transaction by private equity sponsor Clearlake Capital and other existing investors. Along with a $240 million fungible add-on to BBB's existing first lien term loan, $170 million in new equity will be contributed to partially finance the acquisition and repay borrowings under BBB's asset-based lending facility (ABL). As a result, the transaction is slightly deleveraging. However, Moody's still expect pro forma debt/EBITDA to be near 7x by the end of 2024. RATINGS RATIONALE The ratings reflect BBB's high debt leverage, weak interest coverage and history of negative free cash flow. The company's credit metrics have remained weak since its 2022 leveraged buyout by private equity firm Clearlake Capital. Under Clearlake ownership, BBB has maintained an aggressive financial policy of debt funded growth to expand its geographic presence and build out its product and service offerings. The acquisition of All Star represents one of BBB's largest acquisitions and significantly increases the company's presence in providing remanufactured lighting solutions within the automotive collision repair market. BBB's ratings are supported by the company's strong market position in the automotive aftermarket and high profit margins from its remanufacturing process. The company has secured sizeable new business wins and expanded existing customer relationships that should contribute to solid revenue growth. Further, Moody's expect BBB to maintain its competitive advantage as a remanufacturer of existing vehicle parts (i.e., starters, alternators, brake calipers), which helps yield a strong EBITA margin. BBB will maintain adequate liquidity over the next twelve months. The company's liquidity is primarily supported by availability under its $100 million revolving credit facility and $125 million asset-based lending facility (both expiring in 2027). BBB used $60m of Clearlake's July 2024 equity contribution to reduce its ABL balance. As a result, Moody's expect combined availability to be no less than $175 million at any point in time. BBB's cash burn is expected to decline in 2024 but will still be negative by at least $15 million as high interest costs weigh on cash flow. Moody's believe BBB can achieve modestly positive free cash flow in 2025 based on the company's good earnings profile and improving working capital conversion rates. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if BBB demonstrates stability in its earnings and a measured approach toward debt funded acquisitions. More specifically, the ratings could be upgraded if debt/EBITDA is expected to be maintained below 5.5x. In addition, Moody's would also expect BBB to maintain good liquidity and demonstrate consistently positive free cash flow to support an upgrade. The ratings could be downgraded if BBB's liquidity deteriorates, specifically an inability to generate positive free cash flow. The ratings could be downgraded if BBB is unable to reduce debt/EBITDA to below 7x or if EBITA/interest expense remains below 1x. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Headquartered in Daphne, Alabama, Burgess Point Purchaser Corporation (d/b/a BBB Industries) is a supplier of primarily remanufactured non-discretionary replacement parts for automotive, industrial, energy and solar markets in North America and Europe. The company's main products include alternators, starters, brake calipers, power steering components and turbochargers. For the twelve months ended March 31, 2024 the company's net revenue was approximately $1.1 billion. CAMARILLO HHCA: No Patient Complaints, 1st PCO Report Says ---------------------------------------------------------- Tamar Terzian, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California her first report regarding the quality of patient care provided by Camarillo HHCA, Inc. In the report which covers the period May 9 to July 9, the PCO conducted a site visit of the Debtor's headquarters in Reseda and met with the Director, Ms. Chalikyan, as she is responsible for coordination of patient care services and responsible for all activities relevant to the patient care services. The PCO observed and reviewed the Debtor's ability to provide the standard of care. The PCO also conducted patient visits and Debtor made arrangements with the LVN and patients for PCO to visit. Based on patient interviews there are no complaints by the patients for the services performed and LVN had glowing reviews for the care provided. The PCO confirms that each RN and LVNs visit on a monthly basis to check the patient's vital signs, to update medications, and assure to implement the plan of care, wound care, educate family members for safety and care of patient. Currently the census is 47 patients. The Debtor has received no complaints from any patient or with respect to the caregivers. The PCO reviewed patient records and patient care is properly documented with attached consent forms. Each patient's medical records and information is well maintained and accessible for staff. The records are all electronic except for some of the consent forms that are originals and scanned into the Debtor's database. The Debtor utilizes an electronic database program Perfect Noteefied and the records are HIPPA compliant. The ombudsman may be reached at: Tamar Terzian, Esq. Hanson Bridgett, LLP 777 Figueroa Street Suite 4200 Los Angeles, CA 90017 Tel: (323)210-7747 Email: tterzian@hansonbridgett.com About Camarillo HHCA Camarillo HHCA, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10677) on April 24, 2024, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Martin R Barash presides over the case. Michael Jay Berger, Esq., at the Law Office of Michael Jay Berger represents the Debtor as counsel. CAPARRA HILLS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Caparra Hills, LLC's (Caparra) Long-Term (LT) Issuer Default Rating (IDR) at 'B+' and senior secured debt at 'BB'/'RR2'. The Rating Outlook is Stable. The 'B+' IDR reflects Caparra's limited property diversification, small size, significant tenant concentration, and contract maturity risk. The company notes are rated two notches higher than its LT IDR at 'BB' to reflect strong recovery prospects in the event of a default. The Stable Outlook reflects Fitch's expectation that Caparra will continue to renew upcoming contracts and keep vacancy stable to improving. Key Rating Drivers Net Leverage to Improve: Fitch expects leverage will gradually decline over the medium term as the company continues to repay debt, secure revenue from new tenants and improve occupancy rates. Fitch's base scenario estimates that the company's total net debt/EBITDA will be at 6.1x and gross debt/EBITDA at 6.9x for FY2024. This compares positively to FY2023 when total net debt/EBITDA and gross debt/EBITDA were 6.5x and 7.3x, respectively. Caparra had USD45.5 million of total debt as of March 31, 2024, which consisted entirely of secured bonds that require annual payments of approximately USD4.7 million for interest and principal. Fitch's net leverage calculation excludes cash held in Caparra's debt service reserve, which amounts to approximately USD9.4 million and covers roughly 24 months of debt service. Good Renewal Track Record: Fitch's base case expects occupancy to reach around 85% over the medium term. Contract maturity risk exists as 16% of rents are set to expire within 12 months of March 31, 2024. Mitigating this risk is Caparra's solid track record of renewals in Puerto Rico's subdued business and economic environment. Fitch's expects that the company will be able to renew a majority portion of these upcoming maturities and fill vacated space over the next years. T-Mobile Center's classification as a Class-A building in Puerto Rico, highlighted by its solid location in Guaynabo, is viewed as a positive by prospective tenants. High Tenant Concentration: Fitch expects that current overall levels of counterparty concentration risk will continue to gradually improve as the company renews or replaces key tenants. At March 31, 2024, Caparra's total occupancy rate was 83.4%, with its 10 major tenants accounting for 53.4% of the total rent. T-Mobile Center, where Caparra offers net rentable space of 207,454 sf, has an occupancy rate of 83.6%, of which 46.7% is occupied by key tenants that lease over 10,000 sf. Secured Bond Enhances Recovery Prospects: The 'BB' rating on the secured bonds positively incorporates the collateral support included in the transaction structure. Bond payments are secured by a first mortgage on the company's real estate properties and the assignment of leases. The secured bonds are payable solely from payments made to the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA) by Caparra. AFICA serves solely as an issuing conduit for local qualified borrowers for the purpose of issuing bonds pursuant to a trust agreement between AFICA and the trustee. The secured bonds are not guaranteed by AFICA, do not constitute a charge against the general credit of AFICA, and do not constitute an indebtedness of the Commonwealth of Puerto Rico or any of its political subdivisions. Challenging Operating Environment: Caparra's small size and lack of geographic diversification makes it highly exposed to Puerto Rico's challenging economy, with high unemployment rates and significant migration from the island. Despite the company's relatively stable performance in Puerto Rico, these factors have the potential to erode appraisal values and negatively affect lease rates and renewals. Solid property location within Guaynabo mitigates this risk, as Guaynabo and the surrounding radius have the highest Median Household Income in Puerto Rico. Derivation Summary Caparra's ratings reflect its limited property diversification and occupancy, which at 83% for fiscal 2023 is in line with the 'B' rating category, and its riskier operating environment compared with U.S. peers. Caparra is dependent on the fragile economy of Puerto Rico and operates on a relatively small scale with single-asset concentration. Caparra's consistently positive FCF over the last few years and adequate liquidity justify its higher rating compared with General Shopping e Outlets do Brasil S.A. (CC). Caparra's notes have been notched up to 'BB' to reflect strong recovery prospects in the event of a default. Key Assumptions - FY 2025 revenues to increase around 4%, as occupancy expected to improve towards 85% - 86%; - EBITDA margins of around 60% over the medium term; - Capex averaging USD1.3 million annually over the next four years, financed with cash flow from operations (CFO); - Dividends averaging USD 800,000 annually in the next four years. - No upcoming acquisitions, divestitures or additional debt issuances. Recovery Analysis Recovery Rating Assumptions Fitch's recovery analysis assumes Caparra would be considered a going concern in bankruptcy and reorganized rather than liquidated, with a 10% administrative claim. The going concern EBITDA estimate, reflecting Fitch's view of a sustainable post-reorganization EBITDA level, is set 15% below the EBITDA estimated for FY2024 to account for operational performance under distress. The company's secured notes have been assigned a Recovery Rating of 'RR2', two notches above the IDR. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade Fitch does not foresee positive rating actions in the short term due to Caparra's scale, concentration and limited diversification. However, a stronger credit profile could result from lower business risks in terms of contract maturity schedule and concentration risk while continuing to improve cash flow, resulting in lower net leverage of about 5.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A lack of a rapid improvement in vacancy rates or the company's contract maturity schedule, coupled with declining EBITDA, resulting in sustained net leverage above 7.5x. Liquidity and Debt Structure Adequate Liquidity: Caparra's liquidity is supported by its cash position of USD6.1 million as of March 31, 2024. Additionally, the company maintains a debt service reserve fund of approximately USD9.4 million, held by the trustee, which covers 24 months of debt service (interest and principal totaling USD4.7 million). During the same period, Caparra's short-term debt obligation was USD1.4 million. Issuer Profile Caparra Hills, LLC is a limited liability company consisting of the ownership and operation of the commercial properties: T-Mobile Center, Galeria San Patricio, and Caparra Office Center. Caparra is located in the San Patricio sector of Guaynabo, Puerto Rico. ESG Considerations Caparra Hills, LLC has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to its presence in a hurricane-prone region, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Caparra Hills, LLC LT IDR B+ Affirmed B+ senior secured LT BB Affirmed RR2 BB CHIMICHURRI CHICKEN: Seeks to Extend Plan Exclusivity to November 5 ------------------------------------------------------------------- Chimichurri Chicken of Carle Place, Inc., asked the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusivity period to file a chapter 11 plan of reorganization and disclosure statement to November 5, 2024. The Debtor is a kiosher restaurant. Obligations accumulated for sale tax liabilities caused the Debtor to file for bankruptcy protection on July 14, 2023. This is the Debtor's third request for an extension of the exclusivity period and the time period to file a plan of reorganization and disclosure statement and the Debtor needs an additional time to finalize the terms of lease assumption with the landlord and thereafter to obtain Court approval of the mutually reached terms. Further, the Debtor needs an additional time to resolve a tax claim filed by the NYS Department of Taxation and Finance. Furthermore, the third extension of the time period to file a plan and disclosure statement will allow the Debtor to file a Chapter 11 plan and disclosure statement without violating the Bankruptcy Code provisions and to provide treatment to its Creditors. Chimichurri Chicken of Carle Place, Inc. is represented by: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Chimichurri Chicken of Carle Place Chimichurri Chicken of Carle Place, Inc. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42489) on July 14, 2023, with $50,001 to $100,000 in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Alla Kachan, Esq. at the Law Offices of Alla Kachan PC as its bankruptcy counsel and Michael Shtarkman, CPA, at Wisdom Professional Services, Inc. as accountant. CLEARWATER PAPER: Moody's Puts 'Ba2' CFR on Review for Downgrade ---------------------------------------------------------------- Moody's Ratings placed Clearwater Paper Corporation's Ba2 Corporate Family Rating on review for downgrade. Previously the outlook was stable. At the same time, Moody's have also placed the company's Ba2-PD Probability of Default Rating and B1 senior unsecured notes rating on review for downgrade. Clearwater's speculative grade liquidity rating remains unchanged at SGL-2. The review follows the company's announcement[1] on July 22, 2024 that it has signed a definitive agreement with Sofidel America Corporation (unrated) to sell its tissue business for $1.06 billion. The company intends to use the net proceeds of approximately $850 million to meaningfully delever its balance sheet and invest in growth initiatives for its continuing paperboard operations. This transaction is the conclusion of Clearwater's previously announced review of strategic options for the tissue business. The transaction will allow the company to reduce debt, which is credit positive. However, the amount of debt repayment is publicly unknown. Simultaneously, the transaction narrows Clearwater's product line diversity, leaving the company a pure paperboard operator. This narrowed focus negatively affects the company's credit profile. "The review for downgrade was prompted by the uncertain post-transaction leverage and narrow product line diversity as a result of the tissue business sale", said Mikhil Mahore, a Moody's Ratings analyst. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's review will focus on: 1) the final capital structure in place when the transaction closes and post-closing credit metrics which Moody's expect will remain in-line with Clearwater's target leverage (2.5x or less); 2) earnings and cash flow outlook of the remaining paper board business; 3) and the smaller asset base and product concentration risk. Any downgrade, if it were to occur, will likely be restricted to one notch for the CFR because the company intends to use the proceeds to meaningfully delever its balance sheet. The transaction is expected to close in the latter part of 2024 and is subject to customary closing conditions. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. Headquartered in Spokane Washington, Clearwater is a leading North American producer of private label tissue products and bleached paperboard. CONNEXA SPORTS: Incurs $15.64M Net Loss in FY Ended April 30 ------------------------------------------------------------ Connexa Sports Technologies Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $15.64 million on $8.40 million of net sales for the year ended April 30, 2024, compared to a net loss of $71.15 million on $9.92 million of net sales for the year ended April 30, 2023. As of April 30, 2024, the Company had $21.62 million in total assets, $12.02 million in total liabilities, and $9.60 million in total stockholders' equity. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated July 24, 2024, citing that the Company suffered an accumulated deficit of $(167,387,028), net loss of $(15,636,418) and decline in net sales. These matters raise substantial doubt about the Company's ability to continue as a going concern. "The ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or being able to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or private placement of debt and/or common stock," Connexa said. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1674440/000149315224028975/form10-k.htm About Connexa Sports Headquartered in Windsor Mill, Maryland, Connexa Sports -- www.connexasports.com -- is a connected sports company delivering products, technologies, and services across a range of activities in sports. Connexa's mission is to reinvent sports through technological innovation driven by an unwavering focus on today's sports consumer. COSMOS HEALTH: Regains Compliance With Nasdaq Bid Price Rule ------------------------------------------------------------ Cosmos Health Inc., announced that it has regained compliance with the minimum bid price requirement of $1.00 per share, as set forth in the Nasdaq Rules for continued listing on Nasdaq. On July 19, 2024, Cosmos Health received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market, informing the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with the Minimum Bid Price Requirement, the closing bid of the Company's shares of common stock needed to be at least $1.00 per share for a minimum of ten (10) consecutive business days. The Notification Letter confirmed that the Company achieved a closing bid price of $1.00 or greater per common share for ten (10) consecutive business days from July 5, 2024 to July 18, 2024, thereby regaining compliance with the Minimum Bid Price Requirement. Accordingly, Nasdaq has determined that this matter is now closed. Greg Siokas, CEO of Cosmos Health, stated: "We are pleased to have regained organic compliance with the minimum bid price requirement of $1.00 per share without the need for a reverse stock split." About Cosmos Health Inc. Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life, Mediterranation, bio-bebe and C-Sept. Through its subsidiary Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency, it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, enhanced by artificial intelligence drug repurposing technologies, and focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Cosmos Health has also entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, and has offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. For the nine-month period Sept. 30, 2023, the Company had revenue of $37,537,003, net loss of $4,790,597 and net cash used in operations of $16,587,726. Additionally, as of Sept. 30, 2023, the Company had positive working capital of $23,901,453, an accumulated deficit of $71,038,463, and stockholders' equity of $44,195,740. It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of 12 months from the date of the filing. CPI HOLDCO: Moody's Assigns 'Ba2' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Ratings has assigned a Ba2 Corporate Family Rating to CPI Holdco B, LLC (CPI) and affirmed the company's Ba2 senior secured bank credit facility rating. CPI's Ba2 long-term issuer rating was withdrawn for Moody's own business reasons. CPI's outlook remains stable. Through its main operating subsidiary, Creative Planning, CPI provides retail investment advisory, retirement, and other business services to over 60,000 clients through a network of around 700 advisors, nationally. As of June 30, 2024, the company had approximately $300 billion in combined assets under management and administration. RATINGS RATIONALE The Ba2 CFR reflects CPI's growing franchise, modest debt leverage and solid profit margins. While the company has a high propensity for debt-funded acquisitions and its Moody's-adjusted debt/EBITDA was 3.2x at year-end 2023, Moody's expect deleveraging over the next 12-18 months through EBITDA growth. CPI's successful business model has produced consistent profits, averaging approximately 20% in pretax margins for the fiscal year ending December 31, 2023. The ratings are constrained by CPI's low level of business diversification and key person risk. Although the firm has added additional business lines such as institutional retirement services, and services to small and medium sized businesses, these represent a small portion of revenue and EBITDA. Additionally, CPI's main revenue source is sensitive to broad financial markets which, under a sustained market downturn, could significantly reduce fees. The firm is controlled by its President and CEO who owns a majority of the company. This ownership structure results in key-person risk, and the dominance of control and voting rights in the hands of a single individual is a credit challenge. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Sustainable improvement in the quality and diversity of profitability and cash flows from the growth or development of additional business activities other than retail wealth management with similar or lower levels of risk could lead to an upgrade. CPI's ratings could also be upgraded if it continues to improve its scale and competitive position, resulting in a sustained increase in pretax earnings above $500 million and pretax margins above 25%, with low levels of margin volatility. Continued demonstration of prudent financial policies and strategic approach to inorganic growth, resulting in maintaining Moody's-adjusted debt leverage below 2.0x could also lead to an upgrade. CPI's rating could be downgraded if there were a shift in its financial policy that significantly increases debt to fund partner distributions or to help fund a substantial acquisition, driving Moody's-adjusted proforma debt leverage above 3.0x or a retained cash flow to debt ratio below 15% on a sustained basis, especially if not accompanied by a coherent near-term deleveraging strategy. A meaningful decline in profitability and scale, whether through a loss of customers or advisors or inability to navigate adverse operating environments could lead to a downgrade. A significant failure in regulatory compliance or technology infrastructure could also lead to a downgrade. Moody's has decided to withdraw the rating for its own business reasons. The principal methodology used in these ratings was Securities Industry Service Providers published in February 2024. CROOM PROPERTIES: Seeks to Hire Bonnette Auction Co. as Auctioneer ------------------------------------------------------------------ Croom Properties, LLC filed its second application seeking approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Bonnette Auction Company to assist in marketing the assets and disposing of the same. Bonnette will received a 10 percent commission paid by the seller, plus a buyer's premium of 10 percent to be paid by the buyer, which is in keeping with auctions of this nature. A marketing fee of $5,000 will be paid from the gross proceeds of the auction. Barbara Bonnette, a member of Bonnette Auction Company, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Barbara Bonnette Bonnette Auction Company 3804 McKeithen Drive Alexandria, LA 71303 Telephone: (318) 443-6614 Email: info@bonnetteauctions.com About Croom Properties Croom Properties, LLC, a company in Alexandria, La., filed Chapter petition (Bankr. W.D. La. Case No. 23-80564) on Oct. 6, 2023, with $33,500 in assets and $1,062,377 in liabilities. David C. Croom, member, signed the petition. Judge Stephen D. Wheelis oversees the case. Thomas R. Willson, Esq., represents the Debtor as legal counsel. CUBIC CORP: Fitch Affirms 'B' LongTerm IDR, Outlook Negative ------------------------------------------------------------ Fitch Ratings has affirmed Cubic Corporation and Atlas CC Acquisition Corp.'s Long-Term Issuer Default Ratings (IDRs) at 'B'. Fitch has also downgraded the company's first-lien term loan B and revolver, issued at Atlas CC Acquisition Corp., to 'BB-'/'RR2' from 'BB'/'RR1'. The downgrade of the credit facility was predominantly driven by a change in recovery prospects due to the company's recent performance and heightened execution risk. The Rating Outlook is Negative. The Negative Outlook reflects the company's backlog execution risk related to new contract wins and change orders over time, while maintaining and growing backlog. Supply chain stabilization, achieving and retaining high-teen to low-20% EBITDA margins, and sustaining its technological advantage over competitors will also remain important to sustaining the 'B' rating. Fitch believes meeting these objectives will lead to margin expansion and improved credit metrics, while working capital becomes a greater source of cash. Fitch currently forecasts Cubic's EBITDA leverage and EBITDA Interest Coverage will return inside the company's negative sensitivities during FY 2025 and FY 2026 as the company achieves operational milestones, including progressing towards the operations and maintenance (O&M) stage on several large contracts. Fitch expects to resolve the Outlook in the next 12 months. Key Rating Drivers Cubic's ratings are supported by its operating profile which includes strong EBITDA margins, neutral-to-positive and improving FCF, contract diversification, revenue stability, and significant intellectual property (IP), which differentiates it from its competition. The company has a strong backlog, which is expected to expand over the next few years given the potential increase in infrastructure spending on both state and federal levels. Operational Stabilization Leading to Margin Improvement: Fitch believes the company's operational performance is stabilizing following moderate contract delays and supply chain challenges during 2023 and 1H24, and will translate to higher EBITDA margins and FCF during 2025 and 2026. Fitch expects hitting certain contract milestones will alleviate working capital pressures over the next 12 months to 18 months. Cost savings actions implemented between 2023 and 2024 could also create additional margin uplift. Fitch considers Cubic's profitability and cash generation, excluding recent one-time costs, to be strong for a government contractor, consistent with a higher-rated entity, and heavily weighted factors when deriving the 'B' IDR. Elevated Leverage, Improving Towards 7.0x: Fitch expects that Cubic's EBITDA leverage (debt/EBITDA) will remain high for the 'B' rating level and above its negative sensitivity through FY 2024. Fitch forecasts gradual improvement towards 7.0x between 2025 and 2026 as contracts mature and cost savings measures flow through to performance, supporting margin normalization. Fitch conservatively incorporates the company's non-recourse VIE debt in its leverage calculations and sensitivities; absent this inclusion, Fitch would expect leverage to be approximately 1.0x-1.5x lower, and more consistent with other 'B' category peers. Revenue Visibility: Cubic has a moderate amount of revenue visibility, which Fitch believes supports the 'B' rating despite temporarily higher leverage. Many of the contracts on both the transportation and defense side are several years in duration and sole-sourced, with only a very small percentage of revenue that is variable based on transportation traffic volumes. This provides some stability to the company's overall profile, while certain indefinite delivery, indefinite quantity (IDIQ) contracts can lead to additional upside. Innovative, Diversified Portfolio: Cubic has a highly diversified and complex product portfolio, which supports the company's credit profile. The company constantly innovates through R&D investment to provide highly unique offerings backed by IP. In some cases, the company partners with customers to become embedded in the decision loop and better meet customers' objectives. Further, a high percentage of the company's portfolio comprises sole-sourced contracts spanning several years, which creates an inherent barrier to entry for potential competitors. End-Market Tailwinds: Fitch believes there are several factors that could contribute to top-line growth above Fitch's forecasts over the next several years. Cubic Transportation Systems (CTS) provides urban revenue management systems, cashless tolling and advanced traffic management solutions that should benefit from the macro trend of urbanization and the increased use and scope of mass transit. Further digitization of those systems, coupled with the implementation of Internet of Things (IoT) technologies and support from infrastructure spending on both state and federal levels, would benefit Cubic in excess of Fitch's base forecasts. Cubic's defense portfolio should capture increased spending on data-driven training and communication platforms, which Cubic provides. The company has partnered with various government agencies to invest substantially in next-generation technologies, which could provide long-term growth if the projects evolve. Supply Chain Challenges: Cubic experienced material supply chain challenges in 2022 that resulted in delayed project execution and cash outflows related to working capital. Although overall conditions have stabilized since late 2022 and risk of further disruption is limited, Fitch does not believe the environment will improve towards 2019 levels until at least late 2024. The agency forecasts working capital, excluding JVs and VIEs, will be a source of cash over the next 24 months due to improved efficiency and drawdown of contract assets following the initial disruption. However, 2026 and beyond will likely depend on potential new contract award wins and product vs service mix of revenue. Derivation Summary Fitch considers the company's leverage profile to be relatively weaker than 'B' rated peers in the broader Aerospace and Defense sector, though consistent with other private leveraging transactions such as Peraton (B/Stable), which was also purchased in 2021 by Veritas. Cash flow generation and profitability are projected to become more consistent with that of higher-rated companies over the rating horizon if the company can execute on its planned cost saving measures. Cubic's product portfolio is strong and well diversified by contract and customer with a high degree of revenue visibility and long-dated contracts that partially offset the company's weaker leverage. Key Assumptions - Revenue supported by an increased scope of urban revenue management systems, expansion of cashless tolling systems, utilization of more advanced traffic management solutions, increased use of IoT technologies and the greater importance of live virtual constructive training platforms and other emerging technologies; - EBITDA margins in the high teens over the next few years as the company continues to execute on additional run-rate cost reduction; There could be upside beyond Fitch's forecast if the company successfully executes on planned synergies; - Capex spending expected to trend towards 2% over the rating forecast; - Cash outflows related to cost-reduction tapers off beyond 2024; - Preferred shares are not considered debt; - Term loan C is immunized by segregated cash collateral and is excluded from Fitch's leverage calculations; - Non-recourse debt obligations related to JVs and VIEs are included in Fitch's calculations for debt and leverage. Recovery Analysis The recovery analysis assumes that Cubic would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. A 10% administrative claim is assumed in the recovery analysis. Fitch assumes Cubic will receive a going-concern recovery multiple of 7.0x EBITDA under this scenario. Fitch considers this multiple to be toward the upper range of recovery multiples assigned to companies in the Aerospace and Defense sector. Fitch's recovery assumptions are based on Cubic's moderate and improving cash flow and margins, long dated and highly visible contracts, strong intellectual property and technology portfolio. Fitch also considered the company's contract diversification in determining a relatively higher recovery multiple. Fitch revised its going concern EBITDA assumption lower to reflect historical financial performance and in line with a downside scenario in which bankruptcy occurs as a result of materially low contract renewal rates coupled with modest contract losses, stemming from either reputational damage or severely increased competition. Fitch's bankruptcy case incorporates a scenario where the company could fail to replace lost EBITDA via new contract awards upon emergence. Fitch's recovery assumptions consider greater than 90% of enterprise value from subsidiaries guarantees the first lien debt. Fitch's analysis appropriates that value on a priority basis to the first lien holders, then distributing the remaining amount on a pro rata basis to the first and second lien debt holders. Most of the defaulters in the Aerospace and Defense sector observed by Fitch in recent bankruptcy case studies were significantly smaller in scale, had less diversified product lines or customer bases and were operating with highly leveraged capital structures. Fitch assumes a fully drawn first-lien revolver in its recovery analyses since credit revolvers are generally tapped as companies are under distress. The first-lien revolver and term loan B are based on Fitch's recovery analysis under a going concern scenario, and result in corresponding 'BB-' rating and Recovery Rating of 'RR2', indicating superior recovery prospects. Fitch excluded the term loan C from its recovery waterfall analysis. In a bankruptcy scenario it is assumed that the cash collateralization segregated for this facility would be used to repay the debt associated with it. RATING SENSITIVITIES Factors That Could, Individually Or Collectively, Lead To An Outlook Revision to Stable - Demonstrated ability to maintain or grow backlog by winning upcoming new and recompete contracts; - Sustained positive FCF and maintenance of EBITDA leverage below 7.0x and EBITDA Interest Coverage above 1.5x through either EBITDA growth or debt repayment. Factors That Could, Individually Or Collectively, Lead To Positive Rating Action/Upgrade - Execution on cost saving measures lead to elevated margins and sustained leverage (debt/EBITDA) below 5x and EBITDA Interest Coverage above 2.0x. Factors That Could, Individually Or Collectively, Lead To Negative Rating Action/Downgrade - Leverage sustained greater than 7.0x and EBITDA interest coverage sustained below 1.5x; - Material loss of contract(s) affects the company's diversification; - Consistently neutral to negative FCF. Liquidity and Debt Structure Fitch considers the company's liquidity to be solid at greater than $300 million, comprised of cash and revolving credit facility availability. Fitch believes this is adequate to cover the company's modest capital requirements such as capex and working capital fluctuations. Fitch does not expect the company to pay dividends going forward. Fitch considers the cash from issuing the company's $300 million term loan C to be restricted, as it believes it cannot be used beyond collateralizing the term loan and associated letters of credit. Issuer Profile Cubic Corporation is a technology driven, market leading provider of integrated solutions that increase situational awareness for transportation, defense C4ISR and training customers worldwide to decrease urban congestion and improve the militaries' effectiveness and operational readiness. Summary of Financial Adjustments Fitch considers cash related to VIEs and cash segregated as collateral for letters of credit to be restricted. The cash segregated for LoCs includes the $300 million tied to the Term Loan C, which Fitch does not include in its debt calculation. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Atlas CC Acquisition Corp. LT IDR B Affirmed B senior secured LT BB- Downgrade RR2 BB Cubic Corporation LT IDR B Affirmed B CYRIOUS METAL: Seeks to Hire DeMarco-Mitchell PLLC as Counsel ------------------------------------------------------------- Cyrious Metal Works, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire DeMarco-Mitchell, PLLC as its counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The firm will be paid as follows: Robert T. DeMarco, Esq. $400 per hour Michael S. Mitchell, Esq. $300 per hour Barbara Drake, Paralegal $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received the amount of $12,000. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 578-1400 Fax: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Cyrious Metal Works, LLC Cyrious Metal Works, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41471) on June 24, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Brenda T Rhoades presides over the case. Robert DeMarco, III, Esq. at DeMarco-Mitchell, PLLC represents the Debtor as counsel. DELTA 9: Secures Amended and Restated CCAA Protection Order ----------------------------------------------------------- DELTA 9 CANNABIS INC. announced that, further to the initial order for creditor protection obtained and announced by the Company on July 15, 2024, the Company has obtained an amended and restated initial order for creditor protection, an order approving the sale and investment solicitation process, a claims procedure order and a sealing order from the Court of King's Bench of Alberta under the Companies' Creditors Arrangement Act (Canada). Acquisition Transaction As previously announced by the Company on July 15, 2024, the Company entered into a term sheet with 2759054 Ontario Inc. o/a The FIKA Company as plan sponsor to the CCAA proceedings whereby FIKA proposes to acquire the cannabis retail store business and the logistics and distribution business of the Company, while facilitating a sale and investment solicitation process (the "SISP") for the assets of the licensed cannabis production business of the Company, in exchange for equity of FIKA and the satisfaction of certain secured debt of the Company. AR Initial Order The AR Initial Order provides for: (i) an extension of a stay until September 15, 2024 of creditor claims and proceedings in respect of the Company and its subsidiaries, Delta 9 Logistics Inc., Delta 9 Bio-Tech Inc., Delta 9 Lifestyle Cannabis Clinic Inc. and Delta 9 Cannabis Store Inc.; (ii) the approval of an interim financing credit facility provided by FIKA of up to $16 million pursuant to the interim financing term sheet between the Company and FIKA dated July 18, 2024 and the financing charge related thereto; (iii) authorization of a payment of up to $13,000,000 to SDNL Inc. with respect to the mezzanine debt provided by SNDL Inc. to the Company pursuant to the Interim Financing Term Sheet; (iv) an increase in the directors' charge from $300,000 to $900,000; (v) an increase in the administration charge from $350,000 to $750,000; (vi) a key employee retention plan in the amount of $650,000 and a charge to secure the amounts payable thereunder; (vii) the appointment of Mark Townsend as Chief Restructuring Officer and approval of the engagement letter between the Company and 1198184 B.C. Ltd., a corporation controlled by the CRO, dated July 18, 2024; and (viii) the approval of a break fee of $1,500,000 that is payable to FIKA upon the occurrence of certain events that would result in the Acquisition Transaction not proceeding and a charge to secure the amount of the break fee. SISP Order The SISP Order authorizes and directs Alvarez & Marsal Canada Inc., as the court-appointed monitor to, among other things, proceed with implementing a SISP in respect of the LP Business, which is owned and operated by Delta 9 Bio-Tech. The SISP is intended to solicit interest in, and opportunities for, a sale of, or investment in, all or part of the LP Business. This may include one or more of a restructuring, recapitalization or other form of reorganization of the business and affairs of all or part of the Delta 9 Bio-Tech or a sale of all, substantially all, or a portion of its assets and business operations as a going concern or otherwise. In order to participate in the SISP and obtain access to a virtual data room and other information, interested parties must comply with the terms and conditions set forth in the SISP Order and other related documents, which are available on the Monitor's website at: www.alvarezandmarsal.com/Delta9. Parties interested in participating in the SISP should contact David Williams of Alvarez & Marsal Canada Inc. at david.williams@alvarezandmarsal.com. Interested parties who wish to submit a bid must deliver a binding offer to the Monitor in accordance with the SISP by no later than 5:00 p.m. (Calgary time) on October 28, 2024. The Monitor, FIKA, the Company and sales advisor, if any, will assess the Binding Bids received on or before the Bid Deadline and may select certain bidders to proceed to the next phase of the process. Any transaction that may ultimately be consummated by the Company and or its Subsidiaries will be subject to the approval of the Court in the CCAA proceedings. CP Order The CP Order provides for establishes a claim process to identify and determine claims against the Company and its Subsidiaries, including the directors and officers. Scheduled Delisting form the Toronto Stock Exchange The Toronto Stock Exchange has scheduled the delisting of the Company's common shares on the TSX for August 22, 2024 for failure to meet the continued listing requirements of the TSX. Trading in the Common Shares is currently halted on the TSX. MLT Aikins LLP is acting as legal counsel to the Company and its Subsidiaries in connection with the CCAA proceedings and the Acquisition Transaction. Any stakeholders that are interested in information with respect to the CCAA proceedings should visit the Monitor's website at: www.alvarezandmarsal.com/Delta9. About Delta 9 Cannabis Inc. Delta 9 Cannabis Inc. is a vertically integrated cannabis company focused on bringing the highest quality cannabis products to market. The Company sells cannabis products through its wholesale and retail sales channels and sells its cannabis grow pods to other businesses. Delta 9's wholly-owned subsidiary, Delta 9 Bio-Tech Inc., is a licensed producer of medical and recreational cannabis and operates a 95,000 square foot production facility in Winnipeg, Manitoba, Canada. Delta 9 owns and operates a chain of retail stores under the Delta 9 Cannabis Store brand. Delta 9's shares trade on the Toronto Stock Exchange under the symbol "DN" and on the OTC under the symbol "DLTNF". For more information, please visit www.delta9.ca. DIOCESE OF SAN DIEGO: Taps Gordon Rees Scully as General Counsel ---------------------------------------------------------------- The Roman Catholic Bishop of San Diego seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Gordon Rees Scully Mansukhani, LLP as its general bankruptcy counsel. The firm will render these services: a. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and other pleadings and documents in connection with the administration of the Chapter 11 Case; b. advise and represent the Debtor with respect to all hearings, contested matters and other proceedings in the Chapter 11 Case; c. assist the Debtor in all bankruptcy issues which may arise in the operation of its business, including negotiations with creditors, interest groups and any official committee; d. take necessary legal action to protect and preserve the Debtor's estate; e. take necessary legal action in connection with any chapter 11 plan and related disclosure statement and all related documents; and f. perform all other necessary legal services as general bankruptcy counsel in connection with the administration and prosecution of the Chapter 11 Case. The firm will be paid at these hourly rates: Senior Partner $725 Partner $525 to $675 Senior Counsel $450 to $525 Associate $350 to $445 Paraprofessional $265 to $305 Gordon Rees received payments totaling $1,077,587.02 and payments with respect to invoices totaling $1,077,587.02. As of the Petition Date, the firm holds $73,855.45 in trust. The following constitutes Gordon Sees's responses to the specific questions posed in section D.1 of the Appendix B to the UST Guidelines: a. Gordon Sees and its attorneys have not altered their standard billing rates for this engagement, or made any adjustments based upon the geographic location of the case. b. Gordon Sees's representation of Debtor prior to the Petition Date was on the same terms and rates set forth in this application. c. Any increase in applicable rates will be disclosed in accordance with Appendix B. d. Gordon Sees has prepared and discussed a proposed estimated budget and a staffing plan with the Debtor. The Debtor has approved the staffing plan and budgets for the period fro, June 17. 2024 to October 31, 2024. Jeffrey Cawdrey, Esq., senior partner at Gordon Sees, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey D. Cawdrey, Esq. Gordon Rees Scully Mansukhani, LLP 101 W. Broadway, Suite 2000 San Diego, CA 92101 Telephone: (619) 230-7469 Email: jcawdrey@Gordon Sees.com About Bishop of San Diego The Roman Catholic Bishop of San Diego is a California nonprofit religious corporation duly authorized and existing under the laws of the State of California, for the purpose of administering the temporal affairs of the Roman Catholic Diocese of San Diego. The Roman Catholic Bishop of San Diego filed Chapter 11 petition (Bankr. S.D. Calif. Case No. 24-02202) on June 17, 2024, with $100 million to $500 million in both assets and liabilities. Gordon & Rees, LLP is the Debtor's legal counsel. DIOCESE OF SAN DIEGO: Taps Greene & Roberts as Litigation Counsel ----------------------------------------------------------------- The Roman Catholic Bishop of San Diego seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire Greene & Roberts LLP as its special corporate and litigation counsel. The firm will render these services: a. assist Debtor and its primary bankruptcy counsel in the course of Debtor's reorganization on matters falling within Greene & Roberts's expertise or special knowledge; b. assist Debtor with its business, transaction and non-abuse litigation work in the ordinary course of business; c. continue to assist Debtor in the abuse litigation matters identified; d. assist Debtor, its insurance counsel and primary bankruptcy counsel in evaluating and handling the abuse claims; and e. assist Debtor, its primary bankruptcy counsel, and its insurance counsel in the course of the Chapter 11 Case on matters falling within Greene & Roberts's expertise or special knowledge. The firm will be paid at these hourly rates: Partners $350 Associates $300 Paralegals $130 to $135 As of the Petition Date, Greene & Roberts holds a retainer in the amount of $5,000. 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, Greene & Roberts that: a. Greene & Roberts and its attorneys have not altered their standard billing rates for this engagement, or made any adjustments based upon the geographic location of the case. b. Greene & Roberts' representation of Debtor prior to the Petition Date. c. Any increase in applicable rates that may occur during the pendency of the case. d. Greene & Roberts has prepared and discussed a proposed estimated budget and a staffing plan with Debtor. Debtor has approved the staffing plan and budgets for the period from June 17, 2024 to Oct. 31, 2024, understanding that budgets are estimates based upon the current agreed upon case strategy and information known to date. Greene & Roberts does not represent or hold any interest adverse to the Debtor in Possession or the estate with respect to the matters on which it is to be employed, according to court filings. The firm can be reached through: Maria C. Roberts, Esq. Greene & Roberts LLP 402 West Broadway, Suite 1025 San Diego, CA 92101 Telephone: (619) 398-3400 Facsimile: (619) 330-4907 About Bishop of San Diego The Roman Catholic Bishop of San Diego is a California nonprofit religious corporation duly authorized and existing under the laws of the State of California, for the purpose of administering the temporal affairs of the Roman Catholic Diocese of San Diego. The Roman Catholic Bishop of San Diego filed Chapter 11 petition (Bankr. S.D. Calif. Case No. 24-02202) on June 17, 2024, with $100 million to $500 million in both assets and liabilities. Gordon & Rees, LLP is the Debtor's legal counsel. DRTMG LLC: Unsecureds Will Get 100% of Claims in Subchapter V Plan ------------------------------------------------------------------ DRTMG, LLC filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Subchapter V Plan of Reorganization dated July 11, 2024. The Debtor is an Ohio Limited Liability Company headquartered in Westerville, Ohio. Nathanael Thompson is the sole member of Debtor. The Debtor commenced its operations on May 18, 2020. The Debtor presently operates as a real estate purchase, maintenance, and lease/sale of real properties business. Debtor presently owns 5 properties. Debtor has tenants occupying various apartment units of each property. There were multiple factors that led to the filing of this case, almost all of them being outside of the control of DRTMG, LLC. Nathanael Thompson was attempting to leverage assets through the sale of Debtor's assets; however, litigation prevented Mr. Thompson from pursuing those objectives to satisfy some of the secured indebtedness. Debtor seeks to regain control of Debtor's assets (from the Receivership) in order to meet its obligations with its primary creditor, U.S. Bank. This Plan provides for 1 class of secured claims and 1 class of general unsecured claims. The treatment of each class is explained in detail herein. This Plan also provides to the payment of administrative and priority claims with administrative claims to be paid in full on the effective date of this Plan or upon such other terms as may be agreed upon by the holder of the claim and the Debtor, and priority claims to be paid in full. Class UN-G consists of any other unsecured claim against the Debtor that does not fall within any of the other Classes listed herein. Class UN-G includes the claim of any creditor who has filed a certificate of judgment lien against the Debtor. Debtor owns real estate, and any certificate of judgment lien against the Debtor would be partially or wholly unsecured to the extent permitted by the U.S. Bankruptcy Code and any such unsecured portion of said lien will be deemed released upon confirmation of this Plan. The Debtor reserves the right to object to any claims, and intends to negotiate amicable resolution in the event of any disputes, if possible. The Class UN-G Claims shall be Allowed in the amount finally determined by the Court at 100% and shall be paid by Reorganized Debtor on a pro rata basis pursuant to this Plan and the Projections, and after payment of the Priority Claims and resolution of all Disputed Claims (subsequently defined herein). The unsecured pool is approximately $11,600.00 based upon Proofs of Claim filed and the debts listed as non-contingent, liquidated and undisputed on Schedule F of the Petition. The Claims Bar Date was June 21, 2024. Class E consists of any Equity Interest in the Debtor. All Equity Holders will retain their interest in the Debtor. Despite the difficulties faced throughout the past year with civil litigation and receiver control over Debtor's assets, Debtor continues to operate, and after this filing Debtor is leasing units to generate cash flow for the business operations. DRTMG, LLC believes it is in a good position to continue operations under the protections and requirements of Chapter 11. Debtor believes it has proposed a feasible Chapter 11 plan which will allow it to continue critical contracts, pay secured creditors, and pay a dividend to unsecured creditors. The Debtor intends to fund the Plan through cash flow from operations and through the sale of properties in conjunction with Dr. Thomson Merchant Group, LLC. All members will retain his/her interests in the Reorganized Debtor. Nathanael Thompson will continue al1 of his current duties to the Debtor. The Projections include an income and expense forecast for the Debtor, for the period beginning January 2024 through September 2024. A full-text copy of the Subchapter V Plan dated July 11, 2024 is available at https://urlcurt.com/u?l=8emuiw from PacerMonitor.com at no charge. Attorney for the Debtor: Kenneth L. Sheppard, Jr., Esq. Sheppard Law Offices Co., LPA 8351 North High Street, Suite 101 Columbus, OH 43235 Telephone: (614) 523-3106 Facsimile: (614) 882-6750 Email: ken@sheppardlawoffices.com About DRTMG LLC DRTMG LLC is primarily engaged in renting and leasing real estate properties. The Debtor owns four single family dwellings and one multi-family home, all are located in Westerville and Columbus, Ohio having a total current value of $1,789,400. DRTMG LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-51398) on April 12, 2024. In the petition signed by Nathanael Thompson, president/sole member, the Debtor disclosed $1,789,400 in assets and $1,395,374 in liabilities. Judge Mina Nami Khorrami oversees the case. Kenneth L. Sheppard, Jr., Esq., at Sheppard Law Offices Co., LPA, serves as the Debtor's counsel. DURHAM HOMES: Hires Beighley Myrick Udell as Special Counsel ------------------------------------------------------------ Durham Homes USA LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Beighley, Myrick, Udell, Lynne & Zeichman as special litigation counsel. The Debtor needs the firm's legal assistance in connection with the Durham Homes USA bankruptcy case for any adversary proceedings and contested matters as to Alternative Global Six, LLC. The firm will be paid at these rates: Thomas G. Zeichman $550 per hour Associates $300 per hour Partners $700 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas G. Zeichman, Esq., a partner at Beighley, Myrick, Udell, Lynne & Zeichman, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas G. Zeichman, Esq. Beighley, Myrick, Udell, Lynne & Zeichman 2385 NW Executive Center Drive, Boca Raton, FL 33431-8579, Tel: (561) 549-9036 Email: tzeichman@bmulaw.com About Durham Homes USA LLC Durham Homes USA, LLC operates in the residential building construction industry. Durham Homes USA filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-16133) on June 20, 2024. In the petition signed by Johnny Martin Childress, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC serves as the Debtor's legal counsel. EIGER BIOPHARMACEUTICALS: Seeks to Extend Exclusivity to Oct. 28 ---------------------------------------------------------------- Eiger BioPharmaceuticals, Inc., and its 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 28 and December 27, 2024, respectively. The Debtors explain that their Chapter 11 cases are large and complex. As of the Petition Date, the Debtors had approximately $42 million of funded debt, along with unsecured obligations to over a hundred creditors, including various vendors and contractual counterparties. Additionally, the Debtors have a fulsome drug distribution operation spanning the globe. Moreover, the Debtors are a publicly traded company with approximately 1,479,483 shares issued and outstanding as of December 31, 2023, adjusted for stock splits. The Debtors claim that they have progressed their chapter 11 cases far enough to formulate the Plan. The Debtors have spent the time in these cases operating in the ordinary course, running multiple highly successful sale processes, and will continue negotiating support among their constituents for the Plan. The Debtors expect these efforts to culminate in an orderly winddown of these chapter 11 cases in the near term. Since the Petition Date, the Debtors have paid their vendors and counterparties in the ordinary course of business or as otherwise provided by orders of the Court. More importantly, the Debtors maintain their ability to continue to pay their bills throughout these chapter 11 cases. Accordingly, this factor weighs in favor of granting an extension of the Exclusivity Periods. The Debtors assert that they have focused on garnering broad creditor and interest holder support for their actions. The Debtors will continue driving consensus among key stakeholders with the goal of presenting the Plan uncontested at any confirmation hearing. The Debtors further assert that they 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. Allowing the Debtors the exclusive right to solicit a chapter 11 plan will help drive consensus and maximize estate resources. Attorneys for the Debtors: Thomas R. Califano, Esq. William E. Curtin, Esq. Anne G. Wallice, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: tom.califano@sidley.com wcurtin@sidley.com anne.wallice@sidley.com Charles M. Persons, Esq. SIDLEY AUSTIN LLP 2021 McKinney Avenue, Suite 2000 Dallas, Texas 75201 Telephone: (214) 981-3300 Facsimile: (214) 981-3400 Email: cpersons@sidley.com About Eiger BioPharmaceuticals Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for rare metabolic diseases. The company's shares traded on Nasdaq under the symbol "EIGR". Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-80040) on April 1, 2024. In its petition, Eiger listed $38.8 million in assets and $53.1 million in liabilities as of the bankruptcy filing. Judge Stacey G. Jernigan oversees the cases. The Debtors are represented by Sidley Austin LLP as legal counsel, Alvarez & Marsal as financial advisor and SSG Capital Advisors, LLC as restructuring investment banker. Kurtzman Carson Consultants LLC is the claims agent. ELYSIUM AXIS: U.S. Trustee Appoints Tamar Terzian as PCO -------------------------------------------------------- Peter C. Anderson, the U.S. Trustee for Region 16, appointed Tamar Terzian as patient care ombudsman for Elysium Axis LLC. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Central District of California on June 27. Ms. Terzian disclosed in a court filing that she is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The ombudsman may be reached at: Tamar Terzian, Esq. Hanson Bridgett, LLP 777 Figueroa Street Suite 4200 Los Angeles, CA 90017 Tel: (323) 210-7747 Email: tterzian@hansonbridgett.com About Elysium Axis Elysium Axis, LLC owns and operates a health care business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11557) on June 20, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. John-Patrick Fritz serves as Subchapter V trustee. Judge Scott C. Clarkson presides over the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as bankruptcy counsel. EVOFEM BIOSCIENCES: Signs Phexxi License Agreement With Pharma 1 ---------------------------------------------------------------- Evofem Biosciences, Inc., announced July 23, 2024, that the Company and private Emirati health care company Pharma 1 Drug Store LLC have signed a License and Supply Agreement for the Middle East rights to Phexxi (lactic acid, citric acid, potassium bitartrate), Evofem's FDA-approved hormone-free contraceptive. Under the terms of the agreement, Pharma 1 will have the exclusive commercialization rights for Phexxi in the Middle East, including the United Arab Emirates (UAE), Kuwait, Saudi Arabia, Qatar and certain other countries in the region. Pharma 1 will be responsible for obtaining and maintaining any regulatory approvals required to market and sell Phexxi, and will handle all aspects of distribution, sales and marketing, pharmacovigilance and all other commercial functions in these countries. "This agreement for Phexxi reflects our unwavering commitment to improve women's health in the member states of the Gulf Cooperation Council (GCC)," said Abdulwahab Atfah, CEO of Pharma 1 Drug Store. "We expect to file for regulatory approval of Phexxi in the UAE in the very near future and look forward to launching this important product immediately following approval. Market research indicates a growing demand for hormone-free, on demand contraception in UAE and the surrounding region. We expect Phexxi will be extremely well received among OB/GYNs and the women they serve." "The Phexxi licensing agreement for the Middle East is an important milestone as we continue to execute Evofem's strategy to expand and diversify our revenue stream. We are delighted to partner with Pharma 1, which is uniquely positioned to launch the product and provide women in the UAE and surrounding region with access to hormone-free, non-systemic birth control that they control and use on-demand, only when needed," said Evofem CEO Saundra Pelletier. Since its inception in 2019, Pharma 1 has continued to successfully execute its mission of offering practical solutions to fulfill health care needs based on scientific studies and accurate surveys. The company's success reflects its substantial expertise, scientific approach, and agility to adapt to the very dynamic and growing market in the GCC. Phexxi is the first and only locally-acting contraceptive gel approved by the FDA. It is applied zero-to-60 minutes before intercourse using a pre-filled applicator and works, without hormones, by maintaining the normal vaginal microbiome with a pH that is naturally inhospitable to sperm as well as certain viral and bacterial pathogens. A full-text copy of the License Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/1618835/000149315224028818/ex10-1.htm About Evofem Evofem Biosciences, Inc. is a San Diego-based commercial-stage biopharmaceutical company with a strong focus on innovation in women's sexual and reproductive health. The Company's first commercial product, Phexxi, was approved by the FDA on May 22, 2020. Phexxi is the first and only FDA-approved, hormone-free prescription contraceptive vaginal gel. Walnut Creek, Calif.-based BPM, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has suffered recurring losses from operations; negative cash flows from operations since inception; has received a notice of default for its convertible notes, and does not have sufficient capital to repay such obligations (which are now currently due); and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FAIRPORT BAPTIST: Asset Sale Closed; PCO Submits 13th Report ------------------------------------------------------------ Eric Huebscher, the court-appointed patient care ombudsman, filed his 13th report regarding the quality of patient care provided at the nursing home operated by Fairport Baptist Homes and its affiliates. On May 20, the Debtors notified the Office of the New York State Attorney General that the sale of the Debtor's assets closed on May 17. Upon information and belief, the Skilled Nursing Facility licensure transferred on the sale date. However, the Adult Care Facility licensure approval, administered and approved by a different State agency, may take between 6 and 9 months longer. Upon information and belief, on or about the sale date, the purchaser assumed the management of all of the Debtor's operations, including the Adult Care Facility. The roles and responsibilities of the Adult Care Facility, based on information and belief, are contained in a management services agreement. Based on information and belief, the management team deployed by the purchase are the same for both the Skilled Nursing Facility and Adult Care Facility. Upon information and belief, the purchaser's qualifications have been approved by the New York State Department of Health. The PCO has sought discharge from these cases in a motion filed on June 13. The PCO believes that the services of the PCO are no longer necessary. While the transfer of the licensure of the Adult Care Facility may take up to another 9 months, the management of all of the Debtor's operations is being performed by the purchaser. Upon information and belief, the purchaser's qualifications have been vetted and approved by the New York State Department of Health. A copy of the twelfth PCO report is available for free at https://urlcurt.com/u?l=UqnMrw from PacerMonitor.com. About Fairport Baptist Homes Fairport Baptist Homes and its affiliates, Fairport Baptist Homes Adult Care Facility, Inc., FBH Community Ministries and FBH Distinctive Living Communities, Inc., operate skilled nursing care facilities. Fairport Baptist Homes owns a New York-licensed 142-bed residential health care facility at the FBH campus in Fairport, N.Y., and 42 independent living units known as Deland Acres. On May 6, 2022, Fairport Baptist Homes and its affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No. 22-20220). In the petition filed by Fairport President Thomas H. Poelma, Fairport Baptist Homes listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as bankruptcy counsel and Pullano & Farrow, PLLC as special counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 2, 2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the committee's legal counsel and financial advisor, respectively. Eric M. Huebscher, the patient care ombudsman appointed in the Debtors' cases, is represented by Kelly C. Griffith, Esq., at Harris Beach, PLLC. FIVE RIVERS: Examiner Taps Dominic LoBuglio CPA as Accountant ------------------------------------------------------------- Scott M. Sackett, examiner of the estate of Five Rivers Land Company, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Dominic LoBuglio, Certified Public Accountant, as his accountant for and tax advisor. Mr. LoBuglio will prepare the Debtor’s tax returns, provide specific advice and assistance regarding tax issues related to the Examiner’s disposition of the real property owned by the debtor, and provide general accounting and tax advice and assistance as may be needed by the Examiner from time to time. Mr. LoBuglio will charge $400 per hour for his services. Mr. LoBuglio will also seek reimbursement of his out-of-pocket expenses. Mr. LoBuglio assured the court that he does not hold any interest materially adverse to the interests of the Debtor's estate. Mr. LoBuglio can be reached at: Dominic LoBuglio, CPA 25 S. Oak Knoll Ave., No. 405 Pasadena, CA 91101 Telephone: (310) 553-8458 Cellular: (310) 487-4248 Email: dominic@lscpa.net About Five Rivers Land Company Five Rivers Land Company, LLC is engaged in fruit and tree nut farming in Newport Beach, Calif. Five Rivers Land Company filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-11167) on June 6, 2023, with $10 million to $50 million in both assets and liabilities. Judge Theodor Albert oversees the case. The Debtor tapped Garrick A. Hollander, Esq., at Winthrop Golubow Hollander, LLP as bankruptcy counsel and Katten Muchin Rosenman, LLP as special litigation counsel. FLUENT INC: Ryan Schulke Reports 21.14% Equity Stake ---------------------------------------------------- Ryan Schulke disclosed in Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of July 9, 2024, he beneficially owns 3,434,090 shares of common stock of Fluent, Inc., representing 21.14% of Fluent, Inc.'s common stock based on 16,246,167 shares of Fluent, Inc.'s common stock outstanding as of July 9, 2024. The foregoing excludes (a) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. Mr. Schulke may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of Mr. Schulke's nominees for Fluent, Inc.'s board of directors. This does not reflect Mr. Schulke's ownership interest in these shares. If Mr. Schulke were deemed to have a beneficial ownership interest in these shares, Mr. Schulke would own 7,172,588 shares, or 44.15% of Fluent, Inc.'s outstanding common shares. Mr. Schulke is deemed to have sole power to vote or direct the vote of 3,434,090 shares of Fluent, Inc.'s common stock, sole power to dispose or to direct the disposition of 3,100,756 shares of Fluent, Inc.'s common stock, shared power vote or direct the vote of 0 shares of Fluent, Inc.'s common stock and shared power to dispose or to direct the disposition of 333,334 shares of Fluent, Inc.'s common stock. Other than (i) the acquisition by Mr. Schulke of the Pre-Funded Warrants to purchase shares of Fluent, Inc.'s common stock, (ii) 1,743,499 shares of common stock issued upon exercise of the Pre-Funded Warrants and (iii) 3,000 shares of common stock purchased in the open market, Mr. Schulke did not effect any transactions in the common stock of Fluent, Inc. in the past 60 days. A full-text copy of Mr. Schulke's SEC Report is available at: https://tinyurl.com/mujra4ax About Fluent Inc. Headquartered in New York, Fluent Inc. is a provider of digital marketing services. The Company primarily performs customer acquisition services by operating highly scalable digital marketing campaigns, through which it connects its advertiser clients with consumers they are seeking to reach. The Company accesses these consumers through both its owned and operated digital media properties and its auxiliary syndicated performance marketplace products. In 2023 the Company delivered data and performance-based customer acquisition services for over 500 consumer brands, direct marketers, and agencies across a wide range of industries, including Media & Entertainment, Financial Products & Services, Health & Life Sciences, Retail & Consumer, and Staffing & Recruitment. Fluent, Inc. reported a net loss of $63.2 million for the year ended December 31, 2023, compared to a net loss of $123.3 million for the year ended December 31, 2022. As of March 31, 2024, the Company had $103.58 million in total assets, $74.83 million in total liabilities, and $28.75 million in total shareholders' equity. While management believes the proceeds from the Private Placement and the other steps will be adequate to cover a decline in the borrowing base under the SLR Revolver and fund its current operations, there is no guarantee that the Company's plans will be successfully executed or have the expected benefits. Furthermore, if an event of default under the SLR Credit Agreement were to occur and the maturity date accelerated, the Company likely would not have sufficient funds to repay the Term Loan and the SLR Revolver. While management believes the Company will be able to work through its plans to mitigate any event of default with SLR, obtaining a waiver of an event of default or entering into an amendment to mitigate an event of default is not entirely within the Company's control. As there can be no assurance that the Company will be able to effectively implement its plans within one year after the issuance date, based on the factors above, management concluded that there is substantial doubt about the Company's ability to continue as a going concern through such one-year period, according to the Company's Quarterly Report for the period ended March 31, 2024. FRANCHISE GROUP: Moody's Cuts CFR to Caa1 & First Lien Loans to B3 ------------------------------------------------------------------ Moody's Ratings downgraded Franchise Group, Inc.'s corporate family rating to Caa1 from B3, probability of default rating to Caa1-PD from B3-PD, senior secured first lien term loans to B3 from B2, and senior secured second lien term loan to Caa3 from Caa2. The outlook is maintained at negative. The downgrade and negative outlook reflects increased risk that ongoing difficult economic conditions will pressure Franchise Group's already weakened operating performance and credit metrics over the next twelve months as consumer spending, particularly at lower income levels, continues to be challenged by high prices and borrowing costs. In addition, while the December 2023 sale of Badcock home furnishing business to Conn's, Inc. (not rated) eliminated cash flow pressures related to customer receivable financing, Franchise Group's cash flow remained negative due to weak performance, particularly in its American Freight segment, and high interest costs. Although supported by balance sheet cash and excess revolver availability, Franchise Group's liquidity is weak due to increased financial covenant concerns and ongoing negative free cash flow. RATINGS RATIONALE Franchise Group's Caa1 CFR incorporates governance factors including aggressive financial policies, with high financial leverage and weak interest coverage driven by the August 21, 2023 leveraged buyout of the company along with past acquisitive growth, dividends and share repurchases despite having weak free cash flow. For the twelve months ended March 31, 2024, Franchise Group's Moody's adjusted debt/EBITDA exceeded 6x and EBITA/interest remained below 1.0x. Moody's calculations include the $475 million of unrated Holdco debt ("Freedom debt") used to help fund the company's leveraged buyout, along with associated high interest costs. The Caa1 CFR also reflects Franchise Group's limited operating history. Given the company's rapid acquisitive growth since being formed in July 2019, it has yet to prove that its business strategies and financial policies are sustainable over the longer term. The company is now in divestiture mode, having sold its Badcock business in December 2023 and Sylvan Learning business in February 2024. The rating is supported by the company's industry, brand and product diversification resulting from its operating in four separate retail segments; although material sales and earnings concentrations currently exist within the Pet Supplies Plus and Vitamin Shoppe segments due to underperformance of American Freight and smaller scale of Buddy's. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could result in a downgrade include an inability to strengthen credit metrics from current levels, a deterioration in liquidity for any reason, or any increase in the probability of default. Ratings could be upgraded over time if Franchise Group demonstrates steady revenue and profit growth, and improved liquidity through a return to positive free cash flow and improved covenant cushion. An upgrade would also require a balanced financial policy that allows the company to maintain Moody's debt/EBITDA below 6x and EBIT/interest expense above 1.25x. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, American Freight, and Buddy's Home Furnishings. Revenue exceeded $3.3 billion for the twelve month period ended March 2024. Following the completion of its leveraged buyout on August 21, 2023 by a consortium led by management in partnership with B. Riley Financial, Inc. and Irradiant Partners, LP, Franchise Group became a private company and subsidiary of Freedom VCM, Inc. ("Freedom") and Freedom VCM Holdings, LLC. The principal methodology used in these ratings was Retail and Apparel published in November 2023. FREEDOM 26: Files Amended Plan; Confirmation Hearing August 22 -------------------------------------------------------------- Winhall 5, LLC, the principal secured creditor of Freedom 26, LLC, submitted a First Amended Disclosure Statement describing First Amended Chapter 11 Plan of Liquidation for the Debtor dated July 11, 2024. This Plan contemplates the orderly sale of the Santa Monica/Brockton Properties free and clear of any Liens, Claims or encumbrances, free and clear of the interest on the Non-Debtor Owners, and free and clear of any interest or Claim of the Rafalian Debtor, including, without limitation, those alleged in the Santa Monica/Brockton Properties Avoidance Action, pursuant to the Auction and Sale Procedures and the appointment of a Plan Trustee that will, among other things, oversee the Auction process, the distribution of the Sale Proceeds from the Auction and otherwise dispose of and administer the remaining assets of the Debtor's Estate. The Auction will be consummated pursuant to the Auction and Sale Procedures. The Auction and Sale Procedures and the Plan provides for the disposition of substantially all of the Debtor's remaining property of the Estate in accordance with Chapter 11 of the Bankruptcy Code. On March 17, 2024, the Debtor and the Rafalian Debtor jointly filed a Disclosure Statement Describing the Chapter 11 Plan of Reorganization Proposed Jointly by Debtors Behnam Rafalian and Freedom 26, LLC (as amended from time to time, the "Debtors' Joint Disclosure Statement") and Chapter 11 Plan of Reorganization Proposed Jointly be Debtors Behnam Rafalian and Freedom 26, LLC. On May 6, 2024, the Debtor filed its Motion for Order Approving Bid and Sale Procedures for Proposed Sale of Santa Monica Boulevard Properties and Brockton Properties (the "Sale Procedures Motion"). Winhall timely filed an objection to the Sale Procedures Motion, and the Court has not granted the Sale Procedures Motion at this time. On April 10, 2024, the Rafalian Debtor initiated that certain adversary action filed with the Bankruptcy Court in the Rafalian Chapter 11 Case entitled Behnam Rafalian, Plaintiff v. Behrooz Refalian, an individual, Ebrahim Rafalian, an individual, ER & GR LLC, a California limited liability company, Malibu, LLC, a California limited liability company, and Freedom 26, LLC, a California limited liability company, which was initiated by the filing the Complaint for (1) Avoidance of Fraudulent Transfers; (2) Objection to Claim No. 20 Filed by Behrooz Refalian; and (3) Objection to Claim No. 21 Filed by Ebrahim Rafalian (the "Santa Monica/Brockton Properties Avoidance Action") seeking to avoid the transfer of the Santa Monica/Brockton Properties by the Rafalian Debtor to the Debtor and Non-Debtor Owners. Like in the prior iteration of the Plan, holders of Allowed Class 7 Claims shall receive their Pro Rata share of the Other Assets and of the Santa Monica/Brockton Properties Reserve after payment of all Allowed Administrative Expenses, Allowed Professional Fees, Allowed Priority Tax Claims, Allowed Claims in Classes 1, 2, 3, 4, and 5(b)(i) and any amounts owed to the Non-Debtor Owners pursuant to the Santa Monica/Brockton Properties First Stipulation, in full and final satisfaction, settlement, and release of, and in exchange for each Allowed General Unsecured Claim. All amounts necessary for the Plan Trustee to make payments or Distributions under the Plan will be paid from any remaining proceeds of the Exit Financing after the Effective Date and the Sale Proceeds as administered by the Plan Trustee and the Receiver Cash. After the Confirmation Date, the Trustee will hold the Auction of the Property and shall deposit the Sale Proceeds, after payment of any Priority Tax Claims and any Class 1 Claims at the Closing of the Sale, into an account established by the Plan Trustee in compliance with Section 345 of the Bankruptcy Code. The Auction and Sale Procedures, to be approved by the Court, in connection with the Plan, shall govern the Sale of the Property and payment of any Break Up Fee and Expense Reimbursement. The Confirmation Hearing where the Bankruptcy Court will determine whether to confirm the Plan will take place on August 22, 2024, commencing at 10:00 a.m., before the Honorable Deborah J. Saltzman, United States Bankruptcy Judge for the Central District of California, in Courtroom 1639 of the United States Bankruptcy Court, Central District of California, Los Angeles Division, located at 255 East Temple Street, Los Angeles, California. Ballots must be received by August 8, 2024 to be counted as votes. Any objection to Confirmation of the Plan must received on or before August 8, 2024. A full-text copy of the First Amended Disclosure Statement dated July 11, 2024 is available at https://urlcurt.com/u?l=gZpXEG from PacerMonitor.com at no charge. Co-Counsel for Creditor Winhall 5: Roger G. Jones, Esq. Andrew J. Shaver, Esq. BRADLEY ARANT BOULT CUMMINGS LLP ONE 22 ONE, 1221 Broadway, Suite 2400 Nashville, TN 37203 Telephone: (615) 252-2323 Facsimile: (615) 252-6323 Co-Counsel for Creditor Winhall 5: Andrew S. Pauly, Esq. Richard G. Stoll, Esq. SHORELINE, A Law Corporation 1299 Ocean Avenue, Suite 400 Santa Monica, CA 90401-1007 Telephone: (310) 451-8001 Facsimile: (310) 395-5961 Ryan C. Squire, Esq. Jennifer R. Slater, Esq. GARRETT & TULLY, P.C. 225 S. Lake Ave., Suite 200 Pasadena, California 91101-4869 Telephone: (626) 577-9500 Facsimile: (626) 577-0813 About Freedom 26 LLC Freedom 26, LLC in Culver City, C, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16953) on Oct. 23, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Benham Rafalian, manager, signed the petition. Benham Rafalian later filed his own Chapter 11 petition (Bankr. C.D. Cal. Case No. 23-17417) on Nov. 8, 2023. Judge Deborah J. Saltzman oversees the cases. Freedom 26 tapped the Law Offices of Raymond H. Aver as legal counsel. GARDA WORLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Garda World Security Corporation's (GW) Long-Term Issuer Default Rating (IDR) at 'B+' and has revised the Rating Outlook to Stable from Negative. Fitch has assigned the new senior unsecured notes 'B-'/'RR6' ratings. Fitch has also affirmed the senior secured credit facilities and notes at 'BB'/'RR2' and the senior unsecured notes at 'B-'/'RR6'. The Outlook revision reflects GW's improving earnings quality, FCF profile, and credit metrics following a period of growth-linked investment and maturation of its cash management segment. The company's increased size, scale and diversification contribute to its enhanced ability to support strategic growth opportunities. GW's highly-recurring revenue model and flexible cost structure help maintain through-the-cycle financial flexibility. Fitch forecasts post-acquisition credit metrics to be at the weaker end of its rating thresholds with EBITDA leverage of 6.8x and EBITDA interest coverage of 2.0x in FY 2025 but expects subsequent growth-linked improvements. GW's plans utilize the new senior unsecured notes to acquire OnSolve for approximately USD318 million. OnSolve adds a recurring SaaS offering to GW's Crisis 24 division, which Fitch believes will contribute to its stable earnings stream. Key Rating Drivers Recurring Revenue Services: GW's ratings benefit from the stable, recurring nature of its security and cash management services, and like similarly rated peers that benefit from stable cash flows, this offsets concerns regarding credit metrics weaker than typical 'B+' levels. Security services, which make up the largest proportion of revenue, are fairly insulated against customer activity levels and more dependent on locations open. Contract lengths with customers can vary, though are typically on a multi-year basis for government and infrastructure-related customers. The cash management segment benefits from multi-year contracts with revenues tied to services stops and monthly fees instead of monetary value of cash-in-transit. The global balance of cash in circulation continues to rise, despite proliferation of non-cash payments methods, and in periods of economic weakness cash balances tend to grow more quickly. Improving Financial Flexibility: Success in strengthening FCF adds to Garda's financial flexibility, a priority for management, as it aims to build a FCF profile that is more supportive of investment for organic growth and measured M&A activity. Fitch also believes Garda retains cash flow flexibility with significantly reduced working capital investment and lower one-time, often transaction-linked, costs in a possible downturn scenario by moderating growth and M&A activity. Forecast 2.0x Coverage, Positive FCF : EBITDA interest coverage is expected to rise to 2.0x in FY 2025, from 1.6x in FY 2024, and remain in the low-to-mid 2.0x, with SOFR rates trending to around 3.75% over the medium term and a modest benefit from a favorable TL repricing. In FY25, Fitch forecasts over $60 million of FCF, which reduces reported cash from operating activities by capex, cash interest and Fitch's calculation of leases costs. This a notable improvement from 2024, which was negative CAD269 million mainly due to growth-linked working capital investments and one-time costs. Fitch calculated FCF in Q1 was about CAD22 million due to an improvement in working capital investment and organic and M&A driven EBITDA growth. Fitch forecasts around CAD975 million of EBITDA in FY 2025, pro forma for the acquisition, up from CAD790 million in FY 2024. Fitch expects annual working capital investment to normalize to the CAD50 million-CAD100 million range, depending on the pace of growth. Fitch expects working capital to improve as backed-up inventory deliveries occur around mid-FY 2025 and new large contract initiation is completed. Leverage Around Mid-6x: Fitch forecasts EBITDA leverage of 6.8x on a pro forma FY 2025 basis and expects the leverage profile to remain in the mid-6x range. Fitch believes Garda has an active M&A pipeline, which is likely to cause fluctuations in leverage over time. While Garda does not have a target leverage level (opting instead to manage to around 2.0x interest coverage), the larger scale EBITDA achieved over the last few years and expectation of positive FCF provide greater visibility to deleveraging capacity within the business. Revenue and Operating Margin Growth: Organic revenue growth has been consistently positive over the last four years, with the exception of neutral growth in FY 2021, aligning with the pandemic. Adjusted EBITDA margins have also improved, rising to nearly 14% in FY 2024 form 11% in FY 2021. The results reflect a good demand environment for GW's services, including market share gains, new platform build out in the Sesami business, new business wins in cash management, moderating labor cost inflation and elevated overtime, and continued dedication to quality of revenue priorities within its contracts. Good Competitive and Market Position: GW's high customer retention rates, reported to be generally in the mid-90% or higher, indicate a good degree of market strength. GW typically holds a top three position in its geographic markets with particular strength in Canada. The security services market is fragmented and with low barriers to entry, though the ability to manage a large workforce that can service large, multi-location customers has supported GW's market position. Derivation Summary Fitch compares GW with cash management peer The Brink's Company (BCO; BB+/Stable) and other personnel-heavy transportation companies such as First Student BidCo, Inc's (BB-/Negative) and Waste Pro USA Inc. (WP; B+/Stable). Garda and the three peers are expected to benefit from relatively steady demand and earnings profiles due to the highly recurring and contracted nature of respective business models. BCO's rating reflects its stable and consistently positive FCF and expectation that leverage trends to the mid-to-high 3.0x in the medium term. Garda has relatively high EBITDA leverage in the mid-6.0x compared with First Student's EBITDAR leverage in the low-to-mid 5.0x and WP's EBITDA leverage expected to be in the 4.5x-5.0x range over the long term. Key Assumptions - Revenue growth in the low-to-mid teens in FY 2025, driven by new contract wins including the large CATSA business; - Fitch adjusted EBITDA margin fairly steady at nearly 14% (about CAD975 million) in FY 2025 with margin assumed to remain fairly steady going forward; - Extraordinary costs moderate but remain around CAD100 million per year; - Working capital cash investment of about CAD50 million in FY 2025, down from around CAD200 million in FY 2024, before sustaining a moderate level of growth investment; - M&A is assumed over the next few years, though at a mildly lower pace than the OnSolve deal, and Garda continues to primarily utilize debt financing. Recovery Analysis The recovery analysis assumes that GW would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch estimates a GC EBITDA of CAD700 million, reflecting pro form adjustments for acquisitions. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the enterprise valuation. This estimate reflects a potential weakening in cash services market and an increased competitiveness in the security services market. It also reflects corrective measures taken in reorganization to offset the adverse conditions that triggered default such as cost-cutting, contract repricing and industry recovery. Fitch assumes a GC recovery multiple of 6.0x. The multiple reflects GW's valuation when BC Partners invested in fiscal 2020 at about 10x EBITDA, publicly traded peers around 10x and acquisition multiples ranging from under 5.0x to about 10x across the security services and cash management space. The analysis results in a 'RR2' Recovery Rating for the first-lien debt and 'RR6' for the CAD1.9 billion of senior unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A change in financial and capital allocation policy that supports EBITDA leverage sustained below 5.5x; - Improved cash flow generation supports FCF margin sustained above the low-single digits. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch-calculated EBITDA leverage sustained above the mid-6.0x; - Fitch-calculated EBITDA interest coverage sustained below 2.0x; - An inability to generate FCF that heightens liquidity and refinancing risks. Liquidity and Debt Structure Comfortable Liquidity: GW has a comfortable liquidity position, considering the forecasted FCF, current cash position, undrawn revolver in 1Q25 and recent extension of term loan borrowings to 2029. GW's liquidity at fiscal 1Q24, as of April 30, 2024, consisted of CAD207 million of cash and CAD427 million of availability under its revolving credit facility. The term loan amortizes at 1% per year and the USD570 million senior secured notes mature first in February 2027. Preferred Shares Assigned 50% Equity Credit: Fitch has assigned 50% equity credit to GW's CAD300 million of preferred stock. Fitch views the preferred stock as a hybrid instrument as it is issued within the rated entity by GW, subordinated to the senior debt and has a cash-pay cumulative dividend. There are no event of default or cross-default provisions between the preferred stock and GW's debt. Issuer Profile Garda World Security Corporation is a privately held cash logistics and private security firm based in Canada. It has a global scale of operations that is supported by over 120,000 employees. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Garda World Security Corporation LT IDR B+ Affirmed B+ senior unsecured LT B- Affirmed RR6 B- senior unsecured LT B- New Rating RR6 senior secured LT BB Affirmed RR2 BB GARDA WORLD: Moody's Rates New $400MM Sr. Unsecured Notes 'Caa2' ---------------------------------------------------------------- Moody's Ratings has assigned a Caa2 rating to the proposed $400 million senior unsecured notes due 2032 issued by Garda World Security Corporation. The remaining ratings remain unchanged. The outlook is stable. The net proceeds from the proposed $400 million senior unsecured notes will be used to fund the announced acquisition of OnSolve, a leading provider of cloud-based critical event management and emergency notification software, for $318 million with the remaining proceeds held as cash for general corporate purposes and future acquisitions. Moody's estimate the note issuance and acquisition will increase Garda World's pro forma debt/EBITDA (Moody's adjusted EBITDA includes ongoing integration costs and full 12 month EBITDA contribution from recent acquisitions) to around 7.7x from around 7.5x as of the last twelve months to April, 30 2024. RATINGS RATIONALE Garda World's rating is constrained by: (1) its debt-financed acquisition strategy and highly leveraged capital structure with debt/EBITDA expected to remain above 7x through 2025; (2) limited history of generating positive free cash flow; (3) high reliance on labor supply and high staff turnover; and (4) some geopolitical and reputational risks from protective services contracts in the Middle East and Africa. The company's rating benefits from: (1) strong market positions in both security and cash service segments, which provide competitive advantages in winning contracts; (2) recession resistant nature of its businesses with high contract renewal rates and recurring revenue; (3) established track record of integrating tuck-in acquisitions; (4) good customer and geographic diversity; and (5) good liquidity. The senior secured debt is rated B2, one notch above the B3 corporate family rating (CFR) due to the senior debt's first priority position, while the Caa2 rating on the senior unsecured notes is two notches below the CFR due to the notes' junior position in the capital structure. The outlook is stable because Moody's expect Garda World to sustain financial leverage between 6.5x and 7.5x over the next 12 to 18 months as management balances its growing cash flow generation against debt funded acquisitions. Garda World has good liquidity. Sources are around C$650 million compared to mandatory debt repayments of about C$28 million for the four quarters to July 31, 2025. Garda World's liquidity is supported by around C$230 million of pro forma cash and C$427 million (after deducting C$125 million of outstanding letters of credit) under its US$392 million revolving credit facility ($33.9 million expiring in October 2024; $100 million expiring in April 2026 and $258.1 million expiring in January 2028) and Moody's assumption of neutral free cash flow for fiscal 2025. The RCF is subject to a springing covenant for net first lien leverage and Moody's expect sufficient buffer the next four quarters. Garda World has limited ability to generate liquidity from asset sales, and will not have any refinancing risk until 2027 when its $570 million senior secured notes and $604 million senior unsecured notes matured in February and November 2027, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if Garda World maintains good liquidity and sustains adjusted Debt/EBITDA below 6x and EBITA/Interest above 2x. The rating could be downgraded if liquidity worsens, possibly due to consistent negative free cash flow or if adjusted Debt/EBITDA was sustained toward 8x and EBITA/Interest below 1x. The principal methodology used in this rating was Business and Consumer Services published in November 2021. Garda World, headquartered in Montreal, Quebec, is a provider of cash services in North America (end-to-end cash management services), protective services in Canada and US (manned guarding, airport screening operations, executive protection, security systems and remote monitoring) and international protective services in the Middle East and Africa. Garda World is majority owned (51%) by the private equity firm, BC Partners with the remainder owned by Garda World's senior management team. GLOBAL AVIATION: SBA Wins Bid to Set Off ERTC Overpayment --------------------------------------------------------- Judge Mitchell L. Herren of the United States Bankruptcy Court for the District of Kansas granted the motion filed by the Small Business Administration for an order authorizing setoff of Global Aviation Technologies LLC's overpayment of Employee Retention Tax Credits. In this converted chapter 7 case, the SBA holds a $2,099,422 secured claim resulting from an Economic Injury Disaster Loan it made to GAT. The Debtor claims it is entitled to $201,630 in federal refundable ERTCs for years 2019-2021 pursuant to the 2020 CARES Act. GAT purported to make a post-petition assignment of the ERTCs, which it had not previously disclosed in this bankruptcy, to its bankruptcy counsel as payment for fees and expenses incurred while GAT was in chapter 11. GAT asserted the post-petition assignment was an ordinary-course transaction that was permitted under 11 U.S.C. Sec. 363(c)(1) without notice or hearing, or alternatively, under Sec. 363(b)(1) after notice and hearing, and court approval. This attempted assignment occurred only days before conversion of the case to chapter 7. The SBA seeks Court authorization to exercise setoff of any ERTCs due to GAT against the debt GAT owes to the SBA arising from the EIDL. Hinkle Law, GAT's former chapter 11 legal counsel, filed a response and supplemental response opposing the requested setoff. The chapter 7 trustee supports the SBA's setoff request. After conversion of the case, the chapter 7 trustee withdrew GAT's motion for approval of assignment of the ERTCs. Hinkle contends that its interest in the excess ERTCs or refund, by virtue of GAT's post-petition assignment and cash collateral order, is superior to the SBA's rights of setoff. The Court disagrees. Setoff under Sec. 553 in this case requires the presence of mutual prepetition debts and claims between the United States and GAT. According to the Court, three elements must be met: (1) the United States owes a debt to the debtor that arose prepetition; (2) the United States has a claim against the debtor that arose prepetition; and (3) the creditor's and debtor's obligations must be mutual -- both the debt and claim arose prepetition. GAT is indebted to the SBA under the prepetition EIDL. The SBA's secured claim on the date of the petition is in excess of $2.099 million. The Internal Revenue Service owes GAT for any ERTC overpayment for prepetition tax years in the estimated amount of $201,630. As defined by Sec. 101(12) of the Bankruptcy Code, the ERTC overpayment is a "debt" of the IRS as a "liability on a claim." These mutual, prepetition debts satisfy the requirements for setoff under Sec. 553. As the SBA correctly points out, the United States and its agencies are considered one creditor. Thus, it is irrelevant that GAT's debt is due to the SBA while the United States' debt due GAT is that of the IRS. The effect of setoff under these facts is that once the amount of any overpayment is determined, the excess ERTCs are swallowed by the SBA's claim and no refund will be due to GAT, according to the Court. SBA's right of setoff of GAT's claim for overpayment of excess ERTCs, satisfies both Sec. 553 and Sec. 106(c) of the Bankruptcy Code as well as Sec. 6402 of the Internal Revenue Code, the Court finds. Hinkle asserts that it is entitled to the ERTCs as part of the cash collateral order and carve out for payment of administrative expenses contained therein. The Court disagrees. The Court's review of the docket indicates that GAT did not list the prepetition ERTCs, the overpayment, or claimed refund of ERTCs as an asset or cash equivalents in its chapter 11 schedules and statements. Nor did GAT disclose its prepetition claim for a refund of ERTCs against the IRS. The ERTCs, overpayment, and potential refund were not part of authorized cash collateral usage, the Court finds. The Court points out neither GAT's cash collateral motion, nor the interim or final cash collateral orders make any mention of the ERTCs, the overpayment, or their potential refund. Hinkle is left with an allowed administrative expense claim of $127,270.43 for fees and expenses incurred during the chapter 11 case. Upon conversion to chapter 7 that claim is subordinated to administrative expenses incurred in the chapter 7 proceedings after conversion, pursuant to Bankruptcy Code Sec. 726(b). GAT's attempted post-petition assignment of the ERTC refund to Hinkle for fees and expenses is not a transaction in the ordinary course of GAT's business; thus, it requires court approval, the Court holds. According to the Court, the sequence of events in this case demonstrates the attempted assignment was an effort to shore up payment of Hinkle's attorney fees after-the-fact. It was not made in the course of continuing GAT's business operations or reorganizing its business and financial affairs, the Court finds. By the time GAT assigned the ERTCs to Hinkle, GAT had ceased its business operations and ended its efforts to reorganize, the Court states. The same day that GAT agreed to convert its case to chapter 7, GAT moved for authorization to assign the ERTC refund to its bankruptcy counsel. There was no longer any prospect of GAT's reorganization in chapter 11 and after conversion, the chapter 7 trustee withdrew the motion for authorization of the post-petition assignment of the ERTC refund. GAT's assignment of the ERTC refund to Hinkle was outside the ordinary course of business, the Court concludes. A copy of the Court's decision dated July 19, 2024, is available at https://urlcurt.com/u?l=I2u3Hg About Global Aviation Technologies LLC Global Aviation Technologies LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10111) on February 20, 2023. In the petition signed by Candace Cottner, managing member and director of finance, the Debtor disclosed up to $500,000 in assets and up to $50 million in liabilities. Judge Mitchell L. Herren oversaw the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represented the Debtor as legal counsel. At the request of the U.S. Trustee in November 2023, the Debtor's case was converted to Chapter 7. GLOBAL FERTILITY: No Decline in Patient Care, 5th PCO Report Says ----------------------------------------------------------------- David Crapo, the court-appointed patient care ombudsman, filed a fifth report regarding the quality of patient care provided by Global Fertility & Genetics New York, LLC. The report covers the period from May 2 to July 3. The PCO has not received any information indicating that quality of care provided to the Debtor's patients (including patient safety) is not acceptable and is currently declining or is otherwise being materially compromised. In light of the lack of any negative information about the Debtor, its clinical staff and the Trustee, the oversight and supervision provided by the Debtor's clinical staff appears to sufficient to uncover quality of care deficits as they arise. The PCO's receipt on a regular basis of updates to the information the PCO requests from the Debtor and the Trustee will provide a reasonable basis to monitor whether the quality of care (including patient safety) provided by the Debtor is declining or otherwise materially compromised. The PCO has found no evidence of a decline in the quality of patient care and safety at the facility. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=p7xxtk from PacerMonitor.com. The ombudsman may be reached at: David N. Crapo Gibbons P.C. One Gateway Center Newark, New Jersey 07102-5310 Telephone: (973) 596-4523 Facsimile: (973) 639-6244 Email: dcrapo@gibbonslaw.com About Global Fertility & Genetics Global Fertility & Genetics, New York, LLC is a reproductive endocrinology and fertility center in New York. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740 in liabilities. Judge Philip Bentley oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, P.C. is the Debtor's legal counsel. David Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. GLUCOTRACK INC: Secures $350,000 in Convertible Promissory Notes ---------------------------------------------------------------- Glucotrack, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 18, 2024, the Company entered into a series of convertible promissory notes with certain investors, providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $350,000. The Notes bear simple interest at the rate of eight percent per annum and are due and payable in cash on the earlier of: (a) the 12 month anniversary of Note, or (b) the date of closing of a Qualified Financing. Interest will be computed on the basis of a 365-day year. Except with regard to conversion of the Notes, the Company may not prepay the Notes without the written consent of the holder. If not sooner repaid, all outstanding principal and accrued but unpaid interest on the Notes, as of the close of business on the day immediately preceding the date of the closing of the next issuance and sale of capital stock of the Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of at least $500,000 (excluding indebtedness converted in such financing), will automatically be converted into that number of shares of equity securities of the Company sold in the Qualified Financing equal to the number of shares calculated by dividing (X) the Note Balance by (Y) an amount equal to the price per share or other unit of equity securities issued in such Qualified Financing, and otherwise on the same terms as the security issued in the Qualified Financing, provided that the conversion price per share shall not be lower than $1.56. Upon the occurrence of an Event of Default, a holder may, by written notice to the Company, declare the Note to be due immediately and payable with respect to the Note Balance. An "Event of Default" means (i) failure by the Company to pay the Note Balance on the Maturity Date, (ii) voluntary bankruptcy, or (iii) involuntary bankruptcy. Upon the occurrence of an Event of Default specified in clause (iii) above, the Note Balance shall automatically and immediately become due and payable, in all cases without any action on the part of the holder. About GlucoTrack Inc. Rutherford, N.J.-based GlucoTrack, Inc. is focused on the design, development, and commercialization of novel technologies for people with diabetes. The Company was founded with a mission to develop GlucoTrack, a noninvasive glucose monitoring device designed to help people with diabetes and pre-diabetics obtain glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive) spot finger stick devices. As of March 31, 2024, the Company had $2.1 million in total assets, $1.7 million in total liabilities, and $376,000 in total stockholders' equity. Tel-Aviv, Israel-based Fahn Kanne & Co., Grant Thornton Israel, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has incurred net losses and negative cash flows from its operations and comprehensive loss since its inception and as of December 31, 2023, there is an accumulated deficit of $109,853. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. GOEASY LTD: $200MM Notes Add-on No Impact on Moody's 'Ba3' CFR -------------------------------------------------------------- Moody's Ratings said that goeasy Ltd.'s ratings, including its Ba3 long-term corporate family rating and Ba3 senior unsecured debt rating, are unaffected by the add-on of $200 million to the existing senior unsecured notes due in 2029. The company's outlook is stable. RATINGS RATIONALE The Ba3 rating assigned to goeasy's senior unsecured debt is aligned with the Ba3 CFR. The net proceeds of the debt issuance will be used primarily for general corporate purposes and to fund asset growth. The transaction will temporarily reduce secured debt reliance but adds a small and manageable amount of leverage, such that goeasy's existing ratings are unaffected. goeasy's Ba3 CFR continues to be supported by its solid franchise as a leading provider of alternative financial services in Canada's subprime consumer lending market, its strong profitability, and its solid capitalization. The CFR also takes into consideration the credit risks associated with goeasy's high exposure to subprime consumer credit and the possible deterioration in asset quality driven by a challenging economic environment, as well as the inherent regulatory risks pertaining to the company's pricing and business practices. goeasy's outlook is stable based on management's strong performance record and experience in the Canadian consumer finance market; and because the company's risk management practices and improved revenue diversity will help mitigate asset quality headwinds and contribute to broadly stable financial performance over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS goeasy's ratings could be upgraded if the company's risk management practices effectively support improved asset quality through the cycle while also maintaining or improving its existing profitability and capitalization levels. The pending implementation of regulatory rules that would tighten the maximum allowable customer interest rate will require further changes in goeasy's business activities, and the demonstration of successfully navigating these rules would likely be necessary before an upgrade could be considered. An improvement in liquidity and further diversification of funding sources could also be positive for the ratings. goeasy's ratings could be downgraded if there is a material deterioration in the company's capital, profitability or liquidity, or if there are missteps in risk management leading to a material deterioration in asset quality. The senior unsecured rating could be downgraded should goeasy's capital structure evolve in a manner that is unfavorable to senior unsecured creditors, such as an increase in the proportion of secured debt outstanding. GREENIDGE GENERATION: Unveils Pod X Bitcoin Mining Solution ----------------------------------------------------------- Greenidge Generation Holdings Inc. announced July 24 it will be unveiling its Greenidge Pod X for the first time publicly at the Bitcoin Conference. A model of the Greenidge Pod X was on display in Booth 937 of the conference's Exhibit Hall at the Music City Center in Nashville, TN, on July 25-27, 2024. Launched in June 2024, the Greenidge Pod X is a best-in-class crypto mining infrastructure solution that offers miners an innovative design with optimal temperatures that result in superior uptime and better longevity. Greenidge has already deployed the Pod X at its sites in New York, South Carolina, North Dakota and Mississippi, where it recently took its newest bitcoin mining site from acquisition to miner deployment within just three months by building out the site using the Pod X. Greenidge CEO Jordan Kovler commented: "The introduction of the Greenidge Pod X marks a significant milestone that not only further differentiates Greenidge from other bitcoin mining companies but also positions us competitively as one of only a few pod manufacturers in the world bringing an innovative mining infrastructure offering to the industry with this level of scale and efficiency. We look forward to growing this unique offering and believe it will further accelerate our continued growth trajectory." The Greenidge Pod X is defined by a distinct set of competitive advantages that include: * High Capital Efficiency: The Pod X has capacity for 792 miners, which is 35% more than other pod manufacturers. It also offers one of the lowest pod and infrastructure $/kW cost ratios in the industry. * Superior Miner Uptime: The Pod X's innovative design provides optimal temperatures for miners that result in superior uptime and better longevity. It also features an improved filter design to simplify maintenance. * Low Decibel Output: Greenidge's engineered solution features one of the lowest decibel outputs in the market. * Comprehensive Safety Standards: The Pod X adheres strictly to all National Electrical Code, NFPA 70 regulations, ensuring full compliance with Short Circuit and Arc Flash requirements. * EPCM & Operating Services: Greenidge also provides additional EPCM and operating services to support miner deployments using the Pod X. About Greenidge Generation Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites. The Company owns cryptocurrency datacenter operations in the Town of Torrey, New York and owned and operated a facility in Spartanburg, South Carolina. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 9, 2024, citing that the Company has suffered recurring losses from operations and generated negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. HANDOVER PARTNERS: Hires Bach Law Offices Inc. as Attorney ---------------------------------------------------------- Handover Partners LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Bach Law Offices, Inc. as attorney. The firm requires the assistance of counsel to represent the Debtor in matters concerning negotiation with creditors, preparation of a plan and disclosures statement, examining and resolving claims filed against the estate, preparation and prosecution of adversary matters, and otherwise to represent each Debtor in matters before this Court. The firm will be paid at the rate of $425 per hour. The firm will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul M. Bach, a partner at Bach Law Offices, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul M. Bach, Esq. Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60062 Tel: (847) 564-0808 About Handover Partners LLC Handover Partners LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ill. Case No. 24-09384) on June 26, 2024. The Debtor is represented by Bach Law Offices, Inc. HARDINGE INC: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Hardinge Inc. One Hardinge Drive Elmira, NY 14902-1507 Business Description: Hardinge Inc., together with the other Debtors and its non-debtor direct and indirect subsidiaries, is a global leader in the design, manufacture and distribution of precise, advanced metal-cutting machine tool solutions. With locations spanning the globe, including the United States, England, France, Germany, Switzerland, China, and India, the Company is able to service customers worldwide. Through the twelve brands operated under the Company's umbrella, including Kellenberger, Hardinge, Buck Chuck, Forkardt and Ohio Tool Works, the Company engineers and supplies computer controlled metalcutting turning machines, grinding machines, machining centers, collets, chucks, index fixtures, repair parts for machines, and other industrial products. The Company also provides post-sale support services and maintenance training, in-field maintenance, and in-field repair. Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court District of Delaware Seven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Hardinge Inc. (Lead Case) 24-11605 Forkardt Inc. 24-11607 Hardinge Grinding Group Inc. 24-11608 Hardinge Technology Systems, Inc. 24-11606 Hardinge Ventures LLC 24-11602 Kellenberger Swiss Grinding Machines, LLC 24-11604 Ohio Tool Works, LLC 24-11603 Judge: Hon. Judge J Kate Stickles Debtors' General Bankruptcy Counsel: Gregg M. Galardi, Esq. Lindsay C. Barca, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 Email: gregg.galardi@ropesgray.com lindsay.barca@ropesgray.com Debtors' Co-Bankruptcy Counsel: Mark L. Desgrosseilliers, Esq. Robert A. Weber, Esq. Mariska Suparman, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Email: desgross@chipmanbrown.com weber@chipmanbrown.com suparman@chipmanbrown.com Debtors' Investment Banker: HOULIHAN LOKEY CAPITAL, INC. Debtors' CRO Provider: ANKURA CONSULTING GROUP, LLC Debtors' Notice, Claims, Solicitation & Balloting Agent: KROLL RESTRUCTURING ADMINISTRATION, LLC Debtors' Strategic Communications Advisor: C STREET ADVISORY GROUP, LLC Lead Debtor's Estimated Assets: $100 million to $500 million Lead Debtor's Estimated Liabilities: $100 million to $500 million The petitions were signed by Ross Morgan as president. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MBO5B5A/Hardinge_Ventures_LLC__debke-24-11602__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/NMRXCGA/Hardinge_Inc__debke-24-11605__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/SORX36I/Forkardt_Inc__debke-24-11607__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bank of America/Merrill Lynch Pension Undetermined Pension Trustee Eric Brunton, CFP, CIMA Institutional Trust & Custody Services 1400 American Blvd Pennington NJ 08534 Phone: 317-848-2145 Email: eric.brunton@ml.com 2. Klapperich Tool Inc. Trade Payables $649,216 Cindi 857 Schneider Drive South Elgin IL 60177 Phone: 847-608-8471 Email: CINDI@KLAPPERICHTOOLK.COM 3. Global Tax Management Inc. Trade Payables $538,552 President or General Counsel 656 E Swedesford Rd Wayne PA 19087 Phone: 484-395-4000 Email: GTMFINSS@GTMTAAX.COM 4. Bryan Cave Leighton Paisner LLP Trade Payables $532,025 Asya Howard PO Box 503089 St Louis MO 63150-3089 Phone: 404-572-6813 Email: ASYA.HOWARD@BCLPLAW.COM 5. BDO USA LLP Trade Payables $484,300 Tracy Gates PO Box 642743 Pittsburgh PA 15264-2743 Phone: 440-394-6333 Email: TGATES@BDO.COM 6. GMN USA LLC Trade Payables $450,560 Konstantin Posehn 181 Business Park Dr Bristol CT 06010 Phone: 830-409-2550 Email: INFO@GMNUSA.COM 7. Fanuc America Corporation Trade Payables $445,436 Viresh Patel 1800 Lakewood Blvd Hoffman Estates IL 60192 Phone: 888-326-8287 Email: VIRESH.PATEL@FANUCAMERICA.COM 8. Forefront Machining Trade Payables $440,000 Technologies Inc. Paul Nold 731 Abercorn Court Centerville OH 45458 Phone: 937-672-2443 Email: PAUL.NOLD@FOREFRONTMACHINING.COM 9. Motion AI DBA Braas Trade Payables $439,171 Joseph Nasca 7350 Golden Triangle Drive Eden Prairie MN 55344 Phone: 858-719-2904 Email: JOSEPH.NASCA@MOTION.COM 10. Siemens Industry Inc. Trade Payable $415,510 Matt Lorig 390 Kent Ave. Elk Grove Vill IL 60007 Phone: 847-212-32555 Email: MATT.LORIG@SIEMENS.COM 11. Brillio LLC Trade Payables $394,574 Austin Hamilton 399 Thornall Street 1st Floor Edison NJ 08837 Phone: 213-400-4183 Email: AUSTIN.HAMILTON@BRILLIO.COM 12. Lincoln Park Boring Company Trade Payables $378,355 Nancy Yesue 28089 Wick Road Romulus MI 48174 Phone: 734‐946‐8300 Email: NANCY@LINCOLNPARKBORING.COM 13. Advantage Metalwork & Trade Payables $361,453 Finishing LLC John Peters 1000 University Avenue Ste 700 Attn: Accounts Payable Rochester NY 14607 Phone: 585-454-0160 Email: JPETERS@ADVANTAGEMETALWORK.COM 14. NexGen Data Solutions Trade Payables $341,727 Shawn Burns 2097 Deep Meadow Lane Lansdale PA 19446 Phone: 610-322-3965 Email: SHAWN@NEXGENDATAT.COM 15. Oracle America Inc. Trade Payables $315,062 Meg Miller PO Box 203448 Dallas, TX 75320-3448 Phone: 888-803-7414 Email: MEG.MILLAR@ORACLE.COM 16. Main Street Apps Trade Payables $260,135 President or General Counsel 8221 Quaker Ridge Court West Chester OH 45069 Phone: 513-888-7209 Email: ACCOUNTING@MAINSTREETDBAS.COM 17. Teikoku Chuck Co Ltd. Yen Trade Payables $211,590 Kayoko Ishiyama On Behalf of Shigeru Hashiuchi 12-2 Shin-Yokohama 2 Chome Kouhaku-Ku Yokohama Japan Phone: 81-72-923-1825 Email: FOREIGN2@BIRD.OCN.NE.JP 18. Hartwig Trade Payables $204,159 President or General Counsel 500 W White Street-FM 455 Anna TX 75409 Phone: 314-426-5300 Email: AR@HARGWIG.COM 19. Marposs Corporation Trade Payables $199,172 Ken Beresniewicz 3300 Cross Creek Pkwy Auburn Hills MI 48326 Phone: 716-675-1283 Email: KEN.BERESNIEWICZ@US.MARPOSS.COM 20. Dougherty Charles Trade Payables $199,069 Charles Dougherty 408 Tamworth Court Blue Bell PA 19422 Phone: 215-768-2728 Email: DOUGHERTYCHUCK@GMAIL.COM 21. Clausing Service Center Trade Payables $182,738 President or General Counsel 3963 Emerald Drive Kalamazoo MI 49001 Phone: 269-241-9274 Fax: 269-342-7888 22. Wassermann Technologie GMBH Trade Payables $176,056 Tizian Grosch Industreipark Rhon Burgermesiter- Ebert-Strabe 5 Eichenzell Germany Phone: 49-6659-82-852 Email: T.GROESCH@WASSERMANN‐TECHNOLOGIE.DE 23. UE Enclosures Trade Payables $172,200 UE Accounting Team 605 Essex Country Road 18 Leamington ON N8H 3V5 Canada Phone: 866-336-9273 Email: ACCOUNTING@UECAN.COM 24. SAP America Inc. Trade Payables $171,543 SAP Customer Service Team PO Box 734595 Chicago, IL 60673-4595 Phone: 610-661-1000 Email: SAP.AMERICAS.E‐BILLING@SAP.COM 25. Brinkmann Pumps, Inc. Trade Payables $169,859 Dawn Carzoli 47060 Cartier Drive Wixom MI 48393 Phone: 248-926-9400 Email: DCARZOLI@BRINKMANNPUMPS.COM 26. Aurora Machine Trade Payables $166,142 Kelsey Hewitt 200 Tech Park Drive Rochester NY 14623 Phone: 585-204-7056 Email: KHEWITT@AURORAMACHINE.COM 27. Fischer USA Inc. Trade Payables $143,997 Mason Degroot 3715 Blue River Ave Racine WI 53405 Phone: 262-635-1001 Email: MASON.DEGROOT@FISCHERSPINDLE.COM 28. 3M Abrasives Systems Division Trade Payables $143,875 US Customer Issue Resolution 546 Enterprise Drive Royersford PA 19468 Phone: 855-724-4408 Email: 3M.SIBGCUSTOMERCOLLECTIONS.US@MMM.COM 29. Adaptec Solutions LLC Trade Payables $142,133 Lisa Goodberlet 9699 Enterprise Drive Painted Post NY 14870 Phone: 585-484-0996 Email: LISA.GOODBERLET@ADAPTECSOLUTIONS.COM 30. Flannery Machine & Tool Inc. Trade Payables $142,133 Ken Flannery 8420 US 131 Mancelona MI 49659 Phone: 231-587-5076 or 5075 Email: KEN@FLANNERYMACHINE.COM HARDINGE INC: Files Ch. 11 to Sell Assets to Centre Lane Partners ----------------------------------------------------------------- Hardinge Inc. and certain of its U.S. affiliated companies, a global leader and provider of advanced machine tool, manufacturing, and workholding solutions, on July 29, announced that it has entered into an agreement in principle on an asset purchase agreement with an affiliate of Centre Lane Partners to sell substantially all of the Company's business lines' operations and assets. The Company has voluntarily initiated Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware to complete a value-maximizing sale process that is expected to strengthen the financial foundation of Hardinge's business lines. Only Hardinge Inc.'s U.S. companies have filed for Chapter 11 protection. The Company's international entities are not part of the filing. Foreign and domestic operations are expected to continue as normal. Importantly, the Company enters into this process with the strong support of its secured lender, an affiliate of Centre Lane Partners. Hardinge has secured approximately $30 million in debtor-in-possession financing from an affiliate of Centre Lane Partners that, following approval by the Court, is expected to enable operations to continue in the ordinary course during the Company's sale process and chapter 11 cases. "Today's news marks an important step forward that will bolster our businesses' financial foundation," said Greg Knight, Chief Executive Officer of Hardinge. "Following the potential transaction, we expect our businesses to maintain their global leadership in providing the advanced solutions our customers rely on. Throughout this process, we are focused on operating in a business-as-usual manner and remain dedicated to delivering with excellence for our customers worldwide." The Company will be seeking approval of the proposed transaction pursuant to Section 363 of the U.S. Bankruptcy Code and is thus commencing a court-supervised sale process to "market-check" the proposal received from the APA and seek the highest or otherwise best bid for its assets to maximize value for all stakeholders. The Company will seek to complete the sale process in approximately 50 days. "Hardinge has built a renowned reputation as a reliable provider of high-precision machine tools and accessories, and we are confident in the Company's business prospects," said Quinn Morgan at Centre Lane Partners. "We look forward to working with the Company to complete the sale process and put Hardinge on a firm financial footing so that it may turn its focus to serving customers with market leading products well into the future." Additional information is available through the Company's claims agent, Kroll Restructuring Administration LLC, at https://cases.ra.kroll.com/Hardinge. Stakeholders with questions can email HardingeInfo@ra.kroll.com or call 833-307-3792 (U.S./Canada) or +1 646-809-1790 (International). Advisors Ropes & Gray LLP and Chipman Brown Cicero & Cole, LLP are serving as legal advisors, Houlihan Lokey is serving as investment banker, and C Street Advisory Group is serving as strategic communications advisor to the Company. Adrian Frankum of Ankura Consulting Group, LLC has been appointed Chief Restructuring Officer of the Company. Jones Day is serving as legal advisor to Centre Lane Partners. About Hardinge, Inc. Hardinge is a leading international provider of advanced metal-cutting solutions. The Company provides a full spectrum of highly reliable CNC turning, grinding, and honing machines as well as technologically advanced workholding accessories. The diverse products Hardinge offers enables the Company to support a variety of market applications in industries including aerospace, agricultural, automotive, construction, consumer products, defense, energy, medical, technology, transportation and more. Hardinge has developed a strong global presence with manufacturing operations in North America, Europe, and Asia. Hardinge applies its engineering and applications expertise to provide companies with the right machine tool solution and support every time. HEART TO HEART: Taps DeMarco-Mitchell PLLC as General Counsel ------------------------------------------------------------- Heart to Heart Catering, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire DeMarco-Mitchell, PLLC as its general counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The firm will be paid as follows: Robert T. DeMarco, Esq. $400 per hour Michael S. Mitchell, Esq. $300 per hour Barbara Drake, Paralegal $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received the amount of $6,738. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 578-1400 Fax: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Heart to Heart Catering Heart to Heart Catering, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-31830) on June 24, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Robert Thomas DeMarco, Esq., represents the Debtor as legal counsel. HELLO NOSTRAND: Hires Northgate Real Estate as Real Estate Broker ----------------------------------------------------------------- Hello Nostrand LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Northgate Real Estate Group as real estate broker. The firm will market and sell the Debtor's real property located at 21 East 29th Street, and the adjoining vacant lot at 1580 Nostrand Avenue, Brooklyn, NY. The firm will be paid at a 1 percent commission upon the sale of the Property to a third party, including if any assignee of 1580 Nostrand Avenue 2 LLC not affiliated with 1580 Nostrand Avenue 2 LLC is the successful purchaser and/or closes on the purchase of the Property, to be paid by the third party through a buyer's premium equal to 1 percent of the purchase price; (ii) a $100,000 commission to be paid in the event that 1580 Nostrand Avenue 2 LLC, or its affiliated assignee, designee or nominee, is the credit bidder and closes on its credit bid; and (iii) a 1 percent refinancing fee if the Property is refinanced to be paid by the Debtor; or (iv) a minimum $100,000.00 fee. Greg Corbin, a President at Northgate Real Estate Group, 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: Greg Corbin Northgate Real Estate Group 433 Fifth avenue, 4th Floor, New York NY 10016 Tel: (212) 419-8855 About Hello Nostrand Hello Nostrand LLC is the owner of a residential apartment building located at 1580 Nostrand Avenue, Brooklyn, NY. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y Case No. 24-22192) on March 8, 2024, with $50 million to $100 million in assets and liabilities. Lee Buchwald, restructuring officer, signed the petition. Judge Sean H. Lane presides over the case. Kevin Nash, at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, is the Debtor's legal counsel. HOLLYWOOD LOFTS: Unsecureds to be Paid in Full in Plan ------------------------------------------------------ Hollywood Lofts, LLC filed with the U.S. Bankruptcy Court for the Western District of Washington a Disclosure Statement describing Plan of Reorganization dated July 12, 2024. In 1989, the Debtor acquired a 1926 three-story brick building located at 127 Broadway East on Capitol Hill in Seattle, which the Debtor renovated and rented over the succeeding 25 years. Beginning in 2014, the Debtor demolished the 1926 building and developed the Hollywood Lofts Apartments, consisting of 24 residential units and 2 commercial units, with structured underground parking (the "Property"). In September 2016, KeyBank National Association loaned the Debtor $9.8 million (the "Prepetition Loan") to take out construction financing that HomeStreet Bank had earlier provided. After an intermediate transfer to the Federal Home Loan Mortgage Corporation, in 2017, the Prepetition Loan and Prepetition Loan Documents were assigned and transferred to Wells Fargo Bank, NA, as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Multifamily Mortgage Pass Through Certificates, Series 2017-K724 (the "Prepetition Lender"). The Prepetition Loan matured in October 2023. On February 26, 2024, the Prepetition Lender filed a lawsuit against the Debtor in King County Superior Court, Wells Fargo Bank, National Association, as Trustee v. Hollywood Lofts, LLC, Case No. 24-2-04335-7 SEA, seeking, among other relief, appointment of a receiver over the Property (the "Receivership Lawsuit"). The Debtor negotiated a three-week extension of the receiver's appointment but was unable to close a refinance that had been pending. On April 15, 2024, the Debtor commenced this chapter 11 bankruptcy case. The Plan provides for full payment of all creditors from cash on hand, income generated from the Debtor's operations, and the proceeds of a refinance of the existing secured financing or a sale of the Debtor's real property. The Plan provides for full payment of all Claims. Unsecured Claims will be paid by the seventh month following Confirmation, and the DIP Lender agreed to a two-year term for the payment of the Class 1 Claim in connection with the DIP Loan and the Plan Support Agreement. Because the Plan provides for full payment of (i) the DIP Lender pursuant to the unaltered terms of the DIP Loan Documents, and (ii) general unsecured creditors in six monthly payments, the Plan provides that all creditors would receive at least as much as they would under a chapter 7 liquidation, and therefore the Plan satisfies section 1129(a)(7). Class 3 consists of all Unsecured Claims other than Claims in Class 2. Each Class 3 Claim shall be allowed or disallowed, as the case may be, whether prior to or following Confirmation, in such amount as to which the Debtor and the Holder of the Claim may agree or the Court may approve following Notice and Hearing (each, a "Class 3 Allowed Claim"). The Debtor believes that all Class 3 Claims total approximately $22,430, without regard to any defenses, setoffs or counterclaims the Debtor may hold as to any such Claims. Each Holder of a Class 3 Allowed Claim shall be paid in 6 equal monthly payments, commencing in the 2nd full month following the Effective Date. All payments due under this subparagraph shall be made on or before the 25th day of each month in which a payment is due. Interest shall accrue on Class 3 Claims at the Federal Judgment Rate in effect on the first day of each month in which a payment is due. Class 3 is impaired under the Plan. Class 4 consists of Equity Interests. The Holders of Equity Interests shall retain such Equity Interests following the Effective Date, provided that no distributions shall be made on account of the Equity Interests until all Allowed Claims are paid in full in accordance with the Plan. The Reorganized Debtor shall continue to own, maintain, operate and manage the Property in its sole discretion and in the ordinary course of business without further notice or order of the Court. So long as it complies with other provisions of this Plan and the order of Confirmation, the Reorganized Debtor shall have full discretion to take any action in connection with all aspects of the operation and maintenance of the Property. The distributions to each of the Classes under the Plan shall be made from cash on hand, Property Income and, ultimately, from the Net Proceeds of a Financial Event. All expenditures and distributions of funds from Property Income – whether to fund ongoing operations or distributions required under the Plan – shall be free and clear of any liens, interests or encumbrances of any Person. A full-text copy of the Disclosure Statement dated July 12, 2024 is available at https://urlcurt.com/u?l=aPhks0 from PacerMonitor.com at no charge. Counsel to the Debtor: James L. Day, Esq. Bush Kornfeld LLP 601 Union St., Suite 5000 Seattle, Washington 98101 Telephone: (206) 292-2110 Facsimile: (206) 292-2104 Email: jday@bskd.com About Hollywood Lofts Hollywood Lofts LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns real property and improvements thereon located at 127 Broadway East, Seattle, WA 98102, commonly known as the Hollywood Lofts having an appraised value of $14.1 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-10916) on April 15, 2024. In the petition signed by Ron E. Amundson, manager, the Debtor disclosed $14,278,613 in assets and $9,396,079 in liabilities. James L. Day, Esq., at Bush Kornfeld LLP, is the Debtor's legal counsel. HOME MARKETING: Taps DeMarco-Mitchell PLLC as Bankruptcy Counsel ---------------------------------------------------------------- Home Marketing Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire DeMarco-Mitchell, PLLC as its general counsel. The firm will provide these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtor all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The firm will be paid as follows: Robert T. DeMarco, Esq. $400 per hour Michael S. Mitchell, Esq. $300 per hour Barbara Drake, Paralegal $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received the amount of $10,000. Robert DeMarco, Esq., a member at DeMarco Mitchell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 578-1400 Fax: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Home Marketing Services Home Marketing Services, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-31865) on June 27, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Robert Thomas DeMarco, Esq., represents the Debtor as legal counsel. HOPEMAN BROTHERS: Recovery for Unsecureds Still to be Determined ---------------------------------------------------------------- Hopeman Brothers, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Disclosure Statement with respect to Plan of Liquidation dated July 12, 2024. Hopeman's origins date from 1869, when Arendt Willem Hopeman, a native of Holland, established himself as a building contractor in Rochester, New York. In June 1972, Hopeman began research and development of an asbestos-free bulkhead panel and, on April 18, 1975, the Coast Guard approved Hopeman's asbestos-free "Beta 100" panel, for which Hopeman later received a patent. Following the Coast Guard's approval of Beta 100, Hopeman began using this asbestos-free panel. During the 1980s, Hopeman transitioned its business away from ship joining and into manufacturing check-out counters used in commercial retail stores such as Walmart. In 2002, Hopeman spun off its cabinet-making business into Cinnabar Solutions, Inc. In 2003, Hopeman sold substantially all of its remaining shipbuilding-related assets to an unrelated party, US Joiner LLC (the "Asset Sale"), pursuant to an Asset Purchase Agreement, dated as of December 23, 2003. Hopeman's liabilities for any Hopeman Asbestos PI Claims were excluded and not assumed by US Joiner in the Asset Sale and, as such, remained the obligations of Hopeman post-sale closing. The Plan is intended to resolve the presently asserted and unresolved, and likely-to-be asserted, Asbestos PI Claims against the Debtor in an efficient and equitable manner through the establishment of the Liquidation Trust, which will assume liability for all Asbestos PI Claims and use its assets to resolve and make distributions, when appropriate, on account of the Allowed Asbestos PI Claims. The Liquidation Trust will be funded through (i) the payment of $31,500,000 to the Liquidation Trust by the Chubb Insurers pursuant to the terms of the Chubb Insurer Settlement Agreement and subject to the terms of the Plan; (ii) the payment of $18,395,011 to the Liquidation Trust by the Certain Settling Insurers (as defined below) pursuant to the terms of the Certain Insurer Settlement Agreement and subject to the terms of the Plan; (iii) the collection of proceeds or other payments from Asbestos Insurance Entity's in connection with their applicable outstanding Asbestos Insurance Policies owned by the Debtor; (iv) the assignment to the Liquidation Trust of Hopeman's Asbestos Insurance Rights in connection with any Asbestos Insurance Policy executed between Hopeman and any Non-Settling Asbestos Insurance Entity, and (v) Hopeman's Excess Cash. The Plan also provides for an orderly wind-down of Hopeman, which has had no business operations since 2003 and has existed, as of the Petition Date, solely to defend and settle (when appropriate) Asbestos PI Claims. The goal of the Hopeman Brothers, Inc. Asbestos Personal Injury Liquidation Trust (the "Liquidation Trust") is to treat all asbestos claimants fairly, equitably, and substantially similar in accordance with the terms of the Trust Distribution Procedures (the "TDP") and the requirements of the Bankruptcy Code. Under the Plan, to further that goal, the Liquidation Trust will resolve Asbestos PI Claims in accordance with the TDP. The Liquidation Trust Agreement provides that the Liquidation Trust will make payments to holders of timely-filed and Allowed Asbestos PI Claims pursuant to the TDP. Asbestos PI Claims submitted to the Asbestos Claims Liquidation Trust are called "Trust Claims" under the Plan and the TDP. Class 3 consists of General Unsecured Claims with "$TBD" total amount of claims and percentage recovery. Except to the extent that the holder of an Allowed General Unsecured Claim agrees to less favorable treatment, each holder of an Allowed General Unsecured Claim shall receive, in full and complete settlement, release, and discharge of, and in exchange for, such Allowed General Unsecured Claim, Cash in an amount equal to its Pro Rata share of the General Unsecured Recovery Pool. This Class is impaired. Class 4 consists of Asbestos PI Claims. On the Effective Date, the liability for all Asbestos PI Claims shall automatically, and without further act, deed or court order, be transferred and assigned exclusively to and assumed by the Liquidation Trust in accordance with, and to the extent set forth in, Article VIII of the Plan, the applicable Plan Documents and the Confirmation Order. Each Asbestos PI Claim shall be resolved in accordance with the terms, provisions and procedures of the Trust Documents. The Liquidation Trust shall be funded in accordance with the provisions of the Plan. The sole recourse of the holder of an Asbestos PI Claim on account of such Asbestos PI Claim shall be through the Liquidation Trust in accordance with the TDP. Class 5 consists of Interests in Hopeman. All Interests will remain outstanding and will be cancelled when the existence of the Debtor is cancelled in accordance with the Plan. The holders of Interests shall receive no distribution under the Plan. This plan of liquidation contemplates the establishment of the Liquidation Trust, which will assume responsibility for the Asbestos PI Claims. The Liquidation Trust will review, resolve, and pay (if Allowed) Asbestos PI Claims asserted against the Debtor. The Plan also treats Non-Asbestos Claims asserted against and Interests in the Debtor. A full-text copy of the Disclosure Statement dated July 12, 2024 is available at https://urlcurt.com/u?l=dLLixz from Kurtzman Carson Consultants, LLC, claims agent. Proposed Attorneys for the Debtor: HUNTON ANDREWS KURTH LLP Joseph P. Rovira, Esq. Catherine A. Rankin, Esq. 600 Travis Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 220-4200 HUNTON ANDREWS KURTH LLP Tyler P. Brown, Esq. Henry P. (Toby) Long, III, Esq. Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 About Hopeman Brothers During the 1980s, Hopeman Brothers, Inc. transitioned its business away from ship joining and into manufacturing check-out counters used in commercial retail stores such as Walmart. In 2002, Hopeman spun off its cabinet-making business into Cinnabar Solutions, Inc. In 2003, Hopeman sold substantially all of its remaining shipbuilding-related assets to an unrelated party, US Joiner LLC, pursuant to an asset purchase agreement, dated as of December 23, 2003. Since the asset sale in 2003, Hopeman has had no business operations and exists solely to defend and, when appropriate, settle asbestos-related claims. Hopeman Brothers filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 24-32428) on June 30, 2024, with $50 million to $100 million in both assets and liabilities. The Debtor tapped Hunton Andrews Kurth, LLP as bankruptcy counsel; Blank Rome, LLP as special insurance counsel; Courington, Kiefer, Sommers, Marullo & Matherne, LLC as special asbestos counsel; and Stout Risius Ross, LLC as financial advisor. Kurtzman Carson Consultants, LLC is the claims and noticing agent. HOW TO GET: Seeks to Hire Keller Williams as Realtor ---------------------------------------------------- How To Get Flipping Rich, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Keller Williams as realtor. The firm will be market and sell the Debtor's real property located at 687 Roslyn Avenue, Akron, Ohio. The firm will be paid a commission of 5 percent on the first $100,000, of the sale proceeds and 4 percent on the remainder. The commission is subject to being split with any buyer's agent as set forth in the Listing Agreement. Dannie Moore, at Keller Williams 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: Dannie Moore Keller Williams 3070 W Market Street Fairlawn, OH 44333 Tel: (330) 607-8445 Email: danniemoore@kw.com About How To Get Flipping Rich, LLC How to Get Flipping Rich, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50262) on February 27, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Alan M Koschik presides over the case. Steven Heimberger, Esq. at Roderick Linton Belfance, LLP represents the Debtor as counsel. HUGHES SATELLITE: Creditors Want to Tap Jones Day for Debt Advice ----------------------------------------------------------------- Jill R. Shah and Reshmi Basu of Bloomberg News report that some creditors of Hughes Satellite Systems Corp. are in the process of retaining Jones Day for advice on debt, according to people with knowledge of the matter. The group will include secured and unsecured bondholders, said the people, who asked not to be named discussing a private matter. Different creditors have engaged law firm Glenn Agre Bergman & Fuentes to scrutinize a costly lease arrangement that they say funnels cash away from Hughes Satellite to its parent EchoStar and potentially to pursue litigation, Bloomberg previously reported. About Hughes Satellite Englewood, Colorado-based Hughes Satellite Systems Corporation (HSSC) provides satellite broadband services to homes and offices. The Company has shipped more than 5 million systems to customers in more than 100 countries. INTERNATIONAL HOLDINGS: Case Summary & One Unsecured Creditor ------------------------------------------------------------- Debtor: International Holdings, LLC 14238 Corkwood Lane Astatula, FL 34705 Chapter 11 Petition Date: July 27, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-03878 Judge: Hon. Lori V Vaughan Debtor's Counsel: Mark S. Roher, Esq. LAW OFFICE OF MARK S. ROHER, P.A. 1806 N. Flamingo Rd. Ste 300 Pembroke Pines, FL 33028 Tel: 954-353-2200 E-mail: mroher@markroherlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Darrell Kelley as manager. The Debtor listed Ag Reit One, LLC c/o Mark J. Wolfson, Esq. Foley & Lardner LLP, located at 100 North Tampa Street, Ste Tampa, FL 33602 as its sole unsecured creditor. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LKXEEHQ/International_Holdings_LLC__flmbke-24-03878__0001.0.pdf?mcid=tGE4TAMA INTERSTATE CONSTRUCTION: Hires Gregory K. Stern as Counsel ---------------------------------------------------------- Interstate Construction Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory K. Stern as counsel. The firm's services include: a. reviewing assets, liabilities, loan documentation, account statements, executory contracts and other relevant documentation; b. preparing list of creditors, list of twenty largest unsecured creditors, schedules and statement of financial affairs; c. giving the Debtor legal advice with respect to its powers and duties as Debtor in Possession in the operation and management of his financial affairs; d. assisting the Debtor in the preparation of schedules, statement of affairs and other necessary documents; e. preparing applications to employ attorneys, accountants or other professional persons, motions for turnover, motion for use of cash collateral, motions for use, sale or lease of property, motion to assume or reject executory contracts, plan, applications, motions, complaints, answers, orders, reports, objections to claims, legal documents and any other necessary pleading in furtherance of reorganizational goals; f. negotiating with creditors and other parties in interest, attending court hearings, meetings of creditors and meetings with other parties in interest; g. reviewing proofs of claim and solicitation of creditors' acceptances of plan; and, h. performing all other legal services for the Debtor, as Debtor in Possession, which may be necessary or in furtherance of his reorganizational goals. The firm will be paid at these rates: Gregory K. Stern $650 per hour Dennis E. Quaid $550 per hour Monica C. O'Brien $550 per hour Rachel S. Sandler $400 per hour The firm will be paid a retainer in the amount of $22,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory K. Stern, Esq., a partner at Gregory K. Stern, 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 through: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. Gregory K. Stern, P.C. 53 West Jackson Boulevard, Suite 1442 Chicago, IL 60604 Phone: (312) 427-1558 Email: greg@gregstern.com dquaid3@gmail.com monica@gregstern.com rachel@gregstern.com About Interstate Construction Interstate Construction Corp. offers general contractor commercial construction services, project management, and cost estimation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09097) on June 10, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. James J. Sideris, president, signed the petition. Judge Deborah L. Thorne presides over the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C. represents the Debtor as legal counsel. JAG CAPITAL: Seeks to Hire Shimanek Law P.L.L.C. as Counsel ----------------------------------------------------------- Jag Capital Investmestments LLC seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Shimanek Law P.L.L.C. as counsel. The firm will provide general counseling and local representation of the Debtor before the bankruptcy court in connection with this Chapter 11 case. The firm will be paid at $300 per hour. The firm will be paid a retainer in the amount of $1,397. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matt Shimanek, a partner at Shimanek Law P.L.L.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 through: Matt Shimanek, Esq. Shimanek Law PLLC 317 E. Spruce St. Missoula, MT 59802 Tel: (406) 544-8049 Email: matt@shimaneklaw.com About Jag Capital Investmestments LLC JAG Capital Investments, LLC is a commercial and multifamily investment company. It offers multiple investment opportunities within its diverse portfolio including commercial real estate ventures, single family home subdivision projects, apartment complex properties, and development of multi-use sites. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Case No. 24-90120) on June 21, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Gina Bjorkman, managing member, signed the petition. Judge Benjamin P. Hursh presides over the case. Matt Shimanek, Esq., at Shimanek Law, PLLC represents the Debtor as legal counsel. JAGUAR HEALTH: Iliad Research, 3 Others Report 9.13% Equity Stake ----------------------------------------------------------------- Iliad Research and Trading, LP, Iliad Management, LLC, Fife Trading, Inc., and John M. Fife disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of July 18, 2024, they beneficially owned 795,743 shares of Jaguar Health, Inc.'s common stock, representing 9.13% based on the 8.716,266 shares outstanding on July 17, 2024. A full-text copy of the Iliad Research's SEC Report is available at: https://tinyurl.com/25ndea4z About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, plant-based, sustainably derived prescription medicines for people and animals with gastrointestinal ("GI") distress, including chronic, debilitating diarrhea. Jaguar Health's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary plant-based human pharmaceuticals from plants harvested responsibly from rainforest areas. The Company's crofelemer drug product candidate is the subject of the OnTarget study, a pivotal Phase 3 clinical trial for prophylaxis of diarrhea in adult cancer patients receiving targeted therapy. Jaguar Health reported net losses of $41.9 million and $48.4 million for the years ended December 31, 2023 and 2022, respectively. As of March 31, 2024, the Company had $55.39 million in total assets, $41.10 million in total liabilities, $2.48 million in redeemable preferred stock, and $11.82 million in total stockholders' equity. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JINGBO TECHNOLOGY: Incurs $1.2 Million Net Loss in First Quarter ---------------------------------------------------------------- Jingbo Technology, Inc., filed with the Securities and Exchange Commission on July 22, 2024, its Quarterly Report on Form 10-Q disclosing a net loss of $1.20 million on $308,534 of net revenues for the three months ended May 31, 2024, compared to a net loss of $1.82 million on $460,165 of net revenues for the three months ended May 31, 2023. As of May 31, 2024, the Company had $12.63 million in total assets, $32.41 million in total liabilities, and a total deficit of $19.78 million. "These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on long term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1647822/000149315224028593/form10-q.htm About Jingbo Headquartered in Shoujiang Town, Fuyang District, China., Jingbo Technology, Inc., initially was in the business platform of providing application software to a global vendor platform to connect people to businesses and provide a new shopping experience. The Company's wholly owned subsidiary, Intellegence Parking Group Limited, is a multinational technology company, with a smart parking application software and platform business ecosytem as its main business venture. Intellegence operates facilities at Xiaoshan Airport Remote Parking Lot, Tianjin Xinhua International University, Fuyang People's Hospital, Qilu University Hospital, Shanghai Tesco Supermarket, Hubei Huanggang Central Hospital. It also currently has eight urban parking projects. Guangzhou, Guangdong, China-based GGF CPA LTD, the Company's auditor since 2024, issued a "going concern" qualification in its report dated July 3, 2024, citing that the Company had incurred substantial losses during the years and negative working capital, which raises substantial doubt about its ability to continue as a going concern. KBS REAL ESTATE: Remains Neutral on Comrit's Mini-Tender Offer -------------------------------------------------------------- KBS Real Estate Investment Trust III, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 19, 2024, the Company determined to remain neutral and make no recommendation regarding whether the Company's stockholders should accept or reject the mini-tender offer made by Comrit Investments 1, LP for up to 3,846,153 shares of the Company's common stock, which is approximately 2.59% of the Company's outstanding shares. A full-text copy of the Company's response to this mini-tender offer is available at: https://tinyurl.com/2zrkz64w About KBS Real KBS Real Estate Investment Trust III, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust ("REIT") and it intends to continue to operate in such a manner. The Company conducts its business primarily through its Operating Partnership, of which the Company is the sole general partner. The Company has invested in a diverse portfolio of real estate investments. As of Dec. 31, 2023, the Company owned 16 office properties (of which one property was held for non-sale disposition), one mixed-use office/retail property and an investment in the equity securities of a Singapore real estate investment trust (the "SREIT"). On Dec. 29, 2023, the Company entered a deed-in-lieu of foreclosure transaction with the 201 Spear Street mortgage lender. On Jan. 9, 2024, the mortgage lender transferred title to the 201 Spear Street property to a third-party buyer of the mortgage loan. Additionally, on Feb. 21, 2024, the Company sold the McEwen Building to a third-party buyer. Irvine, California-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 18, 2024, citing that the Company has $1.2 billion of loan principal maturing within one year from the date of issuance of the consolidated financial statements, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. KBS reported a net loss of $157.53 million for the year ended Dec. 31, 2023, compared to a net loss of $62.46 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $2.01 billion in total assets, $1.70 billion in total liabilities, and $304.98 million in total stockholders' equity. KRAKEN OIL: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating of 'BB-' to Kraken Oil & Gas Partners LLC. Fitch has also assigned a 'BB+'/'RR1' rating to the company's senior secured reserve-based lending credit facility (RBL) and a 'BB-'/'RR4' rating to the company's proposed senior unsecured notes. The Rating Outlook is Stable. Kraken's ratings reflect its high-quality, high oil mix Williston basin assets which drive peer-leading margins, the credit-friendly financing of its historical acquisitions which have enhanced size and scale, strong forecast pre-distribution FCF, management's three-year hedging program which meaningfully reduces cash flow risks and adequate liquidity profile following the proposed notes issuance. These factors are partially offset by the company's smaller production size versus 'BB' category peers and Fitch's expectation that the company will have to engage in future M&A activity to maintain adequate long-term inventory and reserve life. Key Rating Drivers Credit-Neutral Proposed Issuance: Fitch views Kraken's proposed senior unsecured note issuance as neutral to the credit profile as it improves the liquidity profile, extends the maturity profile to 2029 and has no impact on leverage metrics. The company will have approximately $600 million of outstanding borrowings under the $1.4 billion RBL facility post-issuance which should be reduced with FCF over the forecast period. FCF generation is supported by the company's high-margin, oil-weighted assets and low reinvestment rate. High-Quality Williston Basin Assets: Kraken's assets consist of over 330,000 net acres in the Williston Basin in both Montana and North Dakota. The asset base has high liquids and oil exposure (86% liquids, 71% oil), is 92% operated, 87% held-by-production and is producing approximately 83 Mboed. Management has a proven track record of large-scale pad development with over 400 wells drilled since inception and has identified over 400 undeveloped locations of which approximately 220 have breakevens of $50 WTI or less. This translates to approximately six to eight years of drilling inventory at the current pace, which the company will likely have to engage in M&A activity to maintain. Accretive M&A Activity, Balanced Financing: Since 2016, the Kraken has grown through five significant M&A transactions totaling $1.7 billion. The company's sponsor Kayne Anderson has directly invested approximately $660 million to fund four of the five transactions, allowing Kraken to maintain conservative leverage metrics and adequate liquidity through the cycles. The sponsor has also invested an additional $120 million to provide leasing and drilling capital, bringing the total equity investment in Kraken to approximately $780 million. More than half of the current proved developed producing (PDP) reserve value is supported by legacy wells acquired through M&A transactions. This results in a PDP decline rate of less than 30% and a reinvestment rate below 50%, both of which are better than many of the company's closest peers. Fitch believes M&A will continue to be a part of the company's medium and long-term strategy and expects the funding mix will be in line with historical transactions to maintain low leverage. Two-Rig Drilling Program: Fitch believes Kraken's two-rig drilling program and one frac crew, along with its sub-30% decline rate, will allow the company to maintain relatively flat production between 80 and 85 Mboed and generate strong FCF through the rating horizon. Management intends to continue targeting locations with three-mile lateral potential as they have been proven to increase well productivity, improve unit economics and lower costs. Fitch forecasts total capex of $625 million in 2024, stepping down to $525 million in 2025, resulting in strong FCF through the base case. Strong FCF, Peer-Leading Margins: Fitch forecasts pre-distribution FCF generation of approximately $500 million in 2024 and $400 million in 2025 at the agency's $75/bbl and $65/bbl WTI price assumptions, respectively. The company has also generated positive pre-distribution FCF in each of the last four years. Kraken's high oil mix, low-cost profile and sub-50% reinvestment rate result in peer-leading EBITDA margins, FCF margins and per-barrel profitability which Fitch expects will continue. The company's FCF profile is further supported by management's multi-year hedging program covering a substantial amount of PDP, ensuring cash flow and returns. Three-Year Hedging Program: Fitch views Kraken's three-year hedging program positively as it helps lock in future returns and meaningfully reduces cash flow volatility and downside pricing risks. The company is hedging 78% of its PDP volumes (65% of total volumes) in 2H24, 73% of PDP volumes (43% of total volumes) in 2025 and 53% of PDP volumes (26% of total volumes) in 2026 at weighted average WTI floor prices of $70/bbl, $66/bbl and $64/bbl, respectively. Fitch believes management's consistent, long-dated hedging strategy and willingness to hedge beyond the 50% of PDP requirement within the company's RBL agreement is positive for the credit profile and through-the-cycle leverage metrics. Low Leverage, Balanced Distribution Policy: Fitch-calculated EBITDA leverage is forecast at 0.8x in 2024, following the proposed note issuance, and is forecast to remain at or below 1.0x at Fitch's $57/bbl WTI mid-cycle price assumption. This is consistent with management's target leverage of less than 0.75x at mid-cycle commodity prices. Management has made and expects to continue to make equity distributions to its sponsor with FCF following debt paydown. The company's distribution policy is not fixed and can be reduced to pursue further debt reduction or for accretive M&A opportunities, which Fitch views as adequate. Derivation Summary Kraken is a medium-sized, high-quality Williston basin operator with current production of 83 Mboed (71% oil). On a production basis, the company is similar to diversified peer Vermilion Energy, Inc. (BB-/Stable; 86 Mboed in 1Q24), but smaller than Matador Resources Company (BB-/Positive; 180 Mboed pro forma the Ameredev acquisition), SM Energy Company (BB-/RWP; 195 Mboed pro forma the XCL acquisition) and Crescent Energy Company (B+/RWP; 250 Mboed pro forma the SilverBow acquisition). The company benefits from a high oil mix of approximately 71% which is materially higher than all of the aforementioned peers, with the closest being Matador at 57% in 1Q24. This, combined with the company's lean cost structure, results in one of the strongest unhedged cash netbacks within Fitch's aggregate E&P peer group and supports FCF generation. Fitch projects pro forma leverage of 0.8x in 2024 which is below all of the peers, particularly SM and Matador which have recently announced debt-funded M&A transactions. Key Assumptions - WTI oil prices of $75/bbl in 2024, $65/bbl in 2025, $60/bbl in 2026 and 2027 and $57/bbl thereafter; - Henry Hub prices of $2.50/mcf in 2024, $3.00/mcf in 2025 and 2026 and $2.75/mcf thereafter; - Successful launch of the proposed high-yield issuance with proceeds used to repay RBL borrowings; - Two rig drilling program resulting in flat production of 80-85 Mboed through 2028; - Capex of approximately $625 million in 2024 moderating toward $525 million in 2025 and flat thereafter; - Measured distributions to sponsor throughout the forecast; - Post-distribution FCF used to repay RBL borrowings; - No material M&A activity following the Iron Oil acquisition. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Average daily production sustained above 125 Mboed and/or mid-cycle EBITDA above $1.25 billion while maintaining similar oil mix; - Maintenance of economic drilling inventory and reserve life; - Mid-cycle EBITDA leverage sustained below 2.0x. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Failure to complete the proposed unsecured notes transaction and repay revolver borrowings in a timely manner; - Deviation from stated financial policies including overly debt-funded M&A activity or shareholder distributions; - Material reduction in liquidity including sustained high revolver utilization; - Mid-cycle EBITDA leverage sustained above 2.5x. Liquidity and Debt Structure Adequate Liquidity: Pro forma the proposed notes issuance, Kraken will have approximately $625 million outstanding under its recently upsized $1.4 billion RBL facility ($1.5 billion borrowing base) due in 2028. Fitch forecasts post-distribution FCF will be allocated toward reducing RBL borrowings in the near and medium-term to enhance liquidity. The liquidity profile is further supported by the company's historical and strong forecast FCF, the strong three-year hedge program and flexible distribution policy. Issuer Profile Kraken Oil & Gas Partners LLC is a private equity owned, oil-focused E&P company within the Williston Basin in North Dakota and Montana. Date of Relevant Committee 15 July 2024 ESG Considerations Kraken Oil & Gas Partners LLC has an ESG Relevance Score of '4' for Energy Management that reflects the company's cost competitiveness and financial and operational flexibility due to scale, business mix, and diversification. These factors have a negative impact on the credit profile and are relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Kraken Oil & Gas Partners LLC LT IDR BB- New Rating senior unsecured LT BB- New Rating RR4 senior secured LT BB+ New Rating RR1 L AND L CARE: PCO Reports No Change in Patient Care Quality ----------------------------------------------------------- Tamar Terzian, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of California her first report regarding the quality of patient care provided L and L Home Care, LLC. The company's business is called L and L Home Care (the "Residence"), which provides 24/7 residential care to six developmentally disabled adult individuals, age range 18-59. The Residence is licensed for a maximum of six beds but currently only five beds are used by patients referred through the Regional Center. PCO toured the Residence which consisted of a living area combined dining area, three bedrooms, two baths and a large kitchen. The kitchen has a cabinet and one refrigerator. There is access to the yard through the third bedroom. The PCO observed that all documentation for each patients is properly organized in separate binders with a history of each patient's programs, resources, reports and medication requirements. Each binder included Developmental Disability rights, Individual Program Plan, Contact Emergency Person, and Personal Rights. The binders included information for the patient's day program when applicable, all dental and medical visits. The PCO noted that medication (multi-dose) appropriately dated and stored in a locked storage area, only accessible by staff. The staff maintains a current log each time any medication is dispensed to a patient. Moreover, staff was knowledgeable regarding each patient needs and conditions. Staff goes grocery shopping weekly for the perishable items and provides breakfast, lunch and dinner to all the patients. Staff also administers the medication at the direction of the patient's physicians. The PCO stated that there are no changes to report for this period. The company continues to provide the patients the required standard of care. The facility is clean and was properly maintained for the residents. The PCO finds that all care provided to the patients by Provider is well within the standard of care. A copy of the PCO report is available for free at https://urlcurt.com/u?l=mCDOL4 from PacerMonitor.com. The ombudsman may be reached at: Tamar Terzian, Esq. Hanson Bridgett, LLP 777 Figueroa Street Suite 4200 Los Angeles, CA 90017 Tel: (323) 210-7747 Email: tterzian@hansonbridgett.com About L and L Care Home L and L Care Home, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-40340) on March 11, 2024. In the petition signed by Melissa Lipardo, chief executive officer, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Charles Novack oversees the case. Anthony O. Egbase, Esq., at A.O.E. Law & Associates, APC, represents the Debtor as legal counsel. LAS PROPERTY: Amends Unsecured Claims Pay Details ------------------------------------------------- LAS Property Management, LLC, submitted an Amended Disclosure Statement for Small Business describing Plan of Reorganization dated July 12, 2024. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow after paying operating expenses and post-confirmation taxes of $25,000. The final Plan payment is expected to be paid no later than December 31, 2029. The cash budgets disclose that tenant should be able to fund the proposed Plan payment assuming that its operations are generally consistent with Tenant's past experience and that the increase in the sales and use of electric vehicles, which is expected to be an increasing portion of automobile sales, especially in and after 2025 does not decrease the volume of Tenant's service revenue. The Debtor believes that for the life of the plan its revenue will not be impacted because of traditional gas/diesel vehicles which are the core of its business will continue to be used in significant numbers. Typically, Tenant works on vehicles which are out of their warranty coverage terms so that increasing sales of electric vehicles are unlikely to have any impact for several years after 2025. Class 3 consists of non-priority unsecured creditors. Before the Debtor's petition, Tenant and Debtor informally borrowed funds from Peter J. Soscia which were used for the Debtor's benefit. On December 31, 2022 Tenant owed Mr. Soscia $61,604. Mr. Soscia intends that repayment of this loan will occur only if Debtor is current on plan payments and post-petition real estate taxes, and has paid all attorney's fees in full. The equity security holder shall retain his interests. All the Debtor's payments under this Plan will be paid by its tenant, Paul's Service II, LLC, in consideration of Tenant's future use and occupancy of Debtor's real property. Tenant shall pay all real estate taxes hereafter falling due on Debtor's real property, insure the Debtor's real property against physical damage, fire or loss to the extent of no less than unpaid plan payments, maintain the Debtor's real property, and pay all expenses of operating Debtor's real property. Tenant is under the common control of Debtor's sole shareholder. A full-text copy of the Amended Disclosure Statement dated July 12, 2024 is available at https://urlcurt.com/u?l=zgZl1n from PacerMonitor.com at no charge. Attorney for the Plan Proponent: David D. McKnight, Esq. Lacy Katzen, LLP The Legacy Tower 600 Bausch & Lomb Rochester NY 14604 Phone: 585-454-5650 Fax: 585-269-3077 Email: dmacknight@lacykatzen.com About LAS Property Management LAS Property Management, LLC, has been in the business of owning and informally leasing 717 Emerson Street, Rochester, New York. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 23-20241) on May 18, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Warren oversees the case. The Debtor tapped David D. MacKnight, Esq., at Lacy Katzen, LLP as legal counsel and Behan Accounting as accountant. LCM CORP: Hires Magee Goldstein Lasky & Sayers as Legal Counsel --------------------------------------------------------------- LCM Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to employ Magee Goldstein Lasky & Sayers, P.C. as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as debtor in possession in the continued management of its business and properties; b. advising and consulting on the conduct of the Bankruptcy Case, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of Debtor's creditors and other parties in interest; d. taking all necessary action to protect and preserve the Debtor's estate; e. preparing all pleadings, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; f. representing the Debtor in connection with obtaining post-petition financing, if necessary; g. advising the Debtor in connection with any potential sale of assets; h. appearing before the Court to represent the interests of the Debtor's estate before the Court; i. taking any necessary action on behalf of the Debtor to negotiate, prepare on behalf of the Debtor, and obtain approval of a chapter 11 plan and documents related thereto; and j. perform all other necessary or otherwise beneficial legal services to the Debtor in connection with prosecution of this Bankruptcy Case, including (i) analyzing the Debtor's leases and contracts and the assumptions, rejections, or assignments thereof, (ii) analyzing the validity of liens against the Debtor; and (iii) advising the Debtor on corporate and litigation matters. The firm will be paid at these rates: Attorneys $250 to $425 per hour Paralegal and paraprofessional $115 per hour The firm received from the Debtor a retainer in the amount of $17,528.50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew S. Goldstein, Esq., a partner at Magee Goldstein Lasky & Sayers, 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: Andrew S. Goldstein Magee Goldstein Lasky & Sayers, P.C. PO Box 404 Roanoke, VA 24003-0404 Tel: (540) 343-9800 Fax: (540) 343-9898 Email: agoldstein@mglspc.com About LCM Corporation LCM Corporation offers remediation and other waste management services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 24-70494) on July 11, 2024, with $1 million to $10 million in assets and liabilities. Lawrence C. Musgrove, III, president, signed the petition. The Debtor tapped Andrew S. Goldstein, Esq. at MAGEE GOLDSTEIN LASKY & SAYERS, P.C. as counsel and WOLTZ & ASSOCIATES, INC. as auctioneer. LCM CORP: Hires Woltz & Associates Inc. as Auctioneer ----------------------------------------------------- LCM Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to employ Woltz & Associates, Inc as auctioneer. The firm will provide these services: a. value the Debtor's real estate and personal property in Roanoke and Hampton, Virginia; b. market and conduct auctions of the Debtor's real estate and personal property in Roanoke and Hampton, Virginia; c. facilitate obtaining contracts and closing after the auction sales are conducted; and d. take any other action necessary to perform the foregoing actions. The firm will be paid a commission of 10 percent of the sale price. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James L. Woltz, a partner at Woltz & Associates, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James L. Woltz, Esq. Woltz & Associates, Inc. 23 Franklin Road, SW Roanoke, VA 24011 Tel: (540) 342-3560 Fax: (540) 342-3741 Email: info@woltz.com About LCM Corporation LCM Corporation offers remediation and other waste management services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 24-70494) on July 11, 2024, with $1 million to $10 million in assets and liabilities. Lawrence C. Musgrove, III, president, signed the petition. The Debtor tapped Andrew S. Goldstein, Esq. at MAGEE GOLDSTEIN LASKY & SAYERS, P.C. as counsel and WOLTZ & ASSOCIATES, INC. as auctioneer. LLT MANAGEMENT: Courts, Congress to Block J&J's 3rd Bankruptcy Plan ------------------------------------------------------------------- Lawyers on behalf of tens of thousands of ovarian cancer victims are calling on Johnson & Johnson (NYSE: JNJ) to end its "war of attrition against cancer victims." "The third time will not be the charm for J&J," says Andy Birchfield, head of the Mass Torts Litigation Section at the Beasley Allen Law Firm, who has been instrumental in helping to foil the first two attempts at bankruptcy by the half-trillion-dollar company. "Recent developments in the courts and in Congress should convince J&J to abandon its strategy and act as a responsible corporation by providing truly fair and reasonable compensation in a non-coercive resolution." On Thursday, the U.S. Court of Appeals for the 3(rd) Circuit reinforced an earlier ruling that J&J could not stash its talc liabilities in a shell subsidiary and then plunge it into bankruptcy to stymie thousands of lawsuits alleging that its talc products caused ovarian cancer and mesothelioma. The court found the bankruptcy was filed in bad faith because the subsidiary, LTL Management, LLC, was not in financial distress. Earlier this week, a bipartisan group of congressional lawmakers led by Sen. Josh Hawley (R-MO) and Sen. Sheldon Whitehouse (D-RI) introduced legislation to ban the Texas Two-Step. The Ending Corporate Bankruptcy Abuse Act (ECBA) of 2024 would deter the Texas Two-Step and ensure injury victims have a chance to be heard in court. The ECBA would instruct courts to presume a bankruptcy has been filed in bad faith if it is a Texas Two-Step bankruptcy. "Johnson & Johnson has brought this legislative action upon itself by flouting the law and arrogantly pushing a failed strategy," says Leigh O'Dell, co-lead counsel for consolidated multidistrict litigation. "The courts and Congress are saying that J&J is not entitled to use the powerful tools of bankruptcy to strip away the rights of cancer victims." Friday July 26 is the deadline for talc claimants to approve or reject a third J&J bankruptcy attempt. A settlement plan aimed at ending the litigation must receive 75% of all votes before the company can proceed with another Texas Two-Step maneuver and bankruptcy filing, this time in Texas. Opponents of the plan say that proposed compensation unfairly shortchanges victims and their families, many who have died or suffered for a decade or more. "For J&J to lose this vote would be akin to Vladimir Putin losing a Russian election," says Mr. Birchfield. "J&J controls the ballot. J&J determines who can vote and all the rules for voting. J&J controls the agent that counts the ballots and determines which votes will be counted and which ones will be discarded. And this is all done without court supervision. "However, there is a vast difference between winning the vote through ballot stuffing and succeeding with a bankruptcy plan. This will be J&J's third attempt to use bankruptcy to shirk its responsibility for its asbestos-laden talc-based baby powder. The egregiousness of J&J's scheme to use bankruptcy to evade accountability and cap its liability has prompted bipartisan congressional action with a bill that would curb the abuse of J&J's Texas Two Step." Beasley Allen is one of the country's leading civil litigation firms, holding several national records for verdicts and settlements. About LLT Management LLT Management, LLC, (formerly known as LTL Management LLC), is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP, as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing the Court to dismiss the 2021 Chapter 11 case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the same day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton, New Jersey, ruled that the second bankruptcy case should be dismissed, ending J&J's second attempt to use bankruptcy to resolve thousands of lawsuits alleging that its talc products sometimes contained asbestos and caused mesothelioma and ovarian cancer. MAGIC MICRO: Monsoon Bid to Confirm Arbitration Award Stayed ------------------------------------------------------------ Judge Jessica G.L. Clarke of the United States District Court for the Southern District of New York denied without prejudice Monsoon Blockchain Storage, Inc.'s petition to confirm an arbitration award in its breach of contract dispute with Magic Micro Co., LTD. and the action is stayed. On April 14, 2021, New York-based arbitrator Stephanie Cohen issued an arbitration award in favor of Monsoon with respect to the parties' underlying breach of contract dispute. The underlying dispute concerned an alleged breach of a contractual agreement by Magic Micro to purchase shares of Series A Preferred Stock in Monsoon. The Award found that: (i) there was an operative and enforceable contract between the parties, (ii) Monsoon performed its required contractual obligations, (iii) Magic Micro failed to perform under the contract, and (iv) Magic Micro's performance was not excused. The Arbitrator awarded Monsoon $27,000,000 in damages, plus post-award interest accruing from March 15, 2019 at a compounding rate of 1% per month, $149,193.82 in legal fees and transcription costs, and $143,640.00, representing the portion of the tribunal and Arbitrator's fees incurred by Monsoon. The three-month time limit pursuant to 9 U.S.C. Sec. 12 for a notice of a motion to vacate, modify, or correct the Award expired on August 14, 2021 without any such motion being made. According to Monsoon, Magic Micro has not fulfilled its obligations under the Award. In September 2021, Magic Micro filed an application for commencement of rehabilitation proceedings in the Republic of Korea the under the Debtor Rehabilitation and Bankruptcy Act in the Suwon District Court, 1st Bankruptcy Division. On September 27, 2021, the SRC issued an order directing the debtor to refrain from (1) "settling or providing security for any monetary debt arising before September 27, 2021," (2) "[t]ransferring ownership of all properties belonging to the debtor subject to registration or recording, such as real estate, automobiles, construction machinery, patents, and any other property valued at 10 million [South Korean] won or more, and any other disposition of rights, liens, or leases . . . ," (3) borrowing funds, and (4) hiring employees. On the same date, the SRC also issued a "comprehensive injunction against the debtor" stating that "[a]ll rehabilitation creditors and rehabilitation secured creditors shall not go through procedures for compulsory execution, provisional seizure, provisional disposition or action for the execution of security rights based on their rehabilitation claims or rehabilitation security rights until a decision is made on the application for initiation of rehabilitation procedures in relation to this case." On April 14, 2022, Monsoon filed the Petition to confirm the Award. Pursuant to the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, Monsoon initiated service of process through the Korean Central Authority. On July 8, 2022, Monsoon also sought recognition of the Award in the Netherlands. On August 18, 2022, the SRC issued an order commencing the rehabilitation procedures for Magic Micro. On September 15, 2022, Monsoon filed a declaration of claim in the SRC action seeking a total of $39,348,047.36 covering the principal, interest, legal fees, and other expenses to which Monsoon claims to be entitled in connection with the Arbitration Award. On June 7, 2023, the SRC granted Magic Micro's application to cancel the SPA -- the basis for the Arbitration Award -- between Magic Micro and Monsoon on the basis that cancellation was in the best interest of Magic Micro and its creditors. On July 4, 2023, the Dutch court recognized the Award as an enforceable judgment. On August 24, 2023, Magic Micro appeared in the instant action, opposed the Petition, and sought dismissal or stay of this action. The Court rejects Magic Micro's challenge to the Court's jurisdiction, finding that Respondent was properly served with the Petition. Turning to the merits, the Court finds that principles of international comity -- in particular the ROK's interest in the equitable and orderly administration of the bankruptcy of a publicly traded Korean company -- warrant declining based on comity to adjudicate the Petition at this juncture. Magic Micro asks this Court to dismiss or stay this action based on international comity. The Court finds, in the exercise of its discretion, that a stay of this action pending the SRC Action is appropriate. The Court reaches this conclusion based on the deference due to the foreign bankruptcy proceeding and because general factors that courts should consider when determining whether to defer to a foreign proceeding weigh in favor of a stay. According to the Court, the pendency of the bankruptcy proceedings in the ROK militates in favor of a stay of these proceedings. At this stage, the ROK's interest in the orderly administration of Magic Micro's assets favors extending comity to the Korean bankruptcy proceeding, and, based on the present record, the SRC proceedings appear to be procedurally fair and not in conflict with the laws or public policy of the United States. A copy of the Court's decision dated July 19, 2024, is available at https://urlcurt.com/u?l=oT8tF6 Magic Micro Co., LTD. manufactures lead frame products used for semiconductors and LED display equipment. The Company's product includes pre-mold products for semiconductors. MATCHBOX BUSINESS: Hires Newmark Concepts as Bookkeeper ------------------------------------------------------- Matchbox Business, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Newmark Concepts as bookkeeper. The firm will provide these services: a. General bookkeeping and general administrative services; b. Journal entries; c. Invoice entries; d. Inventory entries; e. Point of sale maintenance; and f. Technical support (fixing printers, etc.). The firm will be paid at the rate of $50 per hour, which is a 50 percent discount from the normal hourly rate of $100 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Tyler D. Broucek, a Principal at Newmark Concepts, 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 D. Broucek Newmark Concepts 2515 Bloomingdale Dr NE 1015 Grand Rapids, MI 49525 About Matchbox Business, LLC Matchbox Business, LLC is a modern diner and deli restaurant in Grand Rapids, Mich. Matchbox Business filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01263) on May 9, 2024, with up to $500,000 in assets and up to $10 million in liabilities. Nathan Orange, member, signed the petition. Judge Scott W. Dales oversees the case. Steven M. Bylenga, Esq., at CBH Attorneys & Counselors, PLLC, represents the Debtor as legal counsel. MAXIMUS SUPPLY: Hire Stretto Inc. as Claims and Noticing Agent -------------------------------------------------------------- Maximus Supply Chain Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Stretto, Inc. as its claims and noticing agent. The Debtor requires a claims and noticing agent to serve notices to creditors, equity security holders and other concerned parties, as well as provide computerized claims-related services. The firm will be paid at these hourly rates: Consultant $70 to $200 Director $210 to $250 Solicitation Associate $230 Director of Securities $250 Brian Karpuk, managing director at Stretto, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian Karpuk Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: brian.karpuk@stretto.com About Maximus Supply Chain Holdings, LLC Maximus develops innovative solutions and products servicing a variety of industries including automotive, commercial vehicle, agricultural equipment, RVs, and power manufacturing industries. Maximus Supply Chain Holdings, LLC in Lafayette, IN, and its affiliates filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 24-40167) on June 25, 2024, listing as much as $0 in both assets and liabilities. Sam Bazzi, president/CEO, signed the petition. BLACKWELL BURKE AND FOWLER PC serve as the Debtor's legal counsel. MAXIMUS SUPPLY: Seeks to Hire Stretto as Administrative Advisor --------------------------------------------------------------- Maximus Supply Chain Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Stretto, Inc. as administrative advisor. The firm will provide these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtor's schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a Chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtor, the Court, or the Office of the Clerk of the Bankruptcy Court. The firm will be paid at these rates: Analyst Waived Consultant $70 to $200 Director/Managing Director $210 to $250 Solicitation Associate $230 Director of Securities $250 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. Brian Karpuk, managing director at Stretto, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian Karpuk Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: brian.karpuk@stretto.com About Maximus Supply Chain Holdings, LLC Maximus develops innovative solutions and products servicing a variety of industries including automotive, commercial vehicle, agricultural equipment, RVs, and power manufacturing industries. Maximus Supply Chain Holdings, LLC in Lafayette, IN, and its affiliates filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 24-40167) on June 25, 2024, listing as much as $0 in both assets and liabilities. Sam Bazzi, president/CEO, signed the petition. BLACKWELL BURKE AND FOWLER PC serve as the Debtor's legal counsel. MAXIMUS SUPPLY: Taps Novo Advisors as Chief Restructuring Officer ----------------------------------------------------------------- Maximus Supply Chain Holdings, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Novo Advisors, LLC to designate Nicholas Mungor as chief restructuring officer. The firm will provide these services: a. provide the services of Mr. Mungor to serve as the CRO and such other personnel as temporary employees of Debtors; b. coordinate with Debtors' advisors and oversee and manage all capital raise and/or other financial restructuring initiatives; c. have exclusive management authority over cash management, subject to reporting to and oversight by the sole member or sole shareholder of each of the Debtors; d. oversee and manage all restructuring and critical performance improvement initiatives included in the budget, including the negotiation of any price increases and other liquidity enhancements from key customers; e. oversee and manage all operations, financial, collateral, and other reporting to Debtors' lenders and their advisors as may be required under Debtors' loan documents and as additionally determined by the CRO, and certify same as may be required under Debtors' loan documents; f. assess and develop near-term strategies to enhance operational performance to support improved liquidity; g. together with other members of the senior management team, develop a turnaround or restructuring plan for the business and the strategic exit plan from bankruptcy; and h. provide any additional services as requested by Debtors, its member or shareholders, or their management. The firm will be paid at the rate of $350 to $900 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. Nicholas Mungor, Esq., a partner at Novo Advisors, 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: Nicholas Mungor Novo Advisors, LLC 401 N. Frankling St, Suite 4 East Chicago, IL 60654 Tel: (201) 220-9433 About Maximus Supply Chain Holdings, LLC Maximus develops innovative solutions and products servicing a variety of industries including automotive, commercial vehicle, agricultural equipment, RVs, and power manufacturing industries. Maximus Supply Chain Holdings, LLC in Lafayette, IN, and its affiliates filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 24-40167) on June 25, 2024, listing as much as $0 in both assets and liabilities. Sam Bazzi, president/CEO, signed the petition. BLACKWELL BURKE AND FOWLER PC serve as the Debtor's legal counsel. MELLO JOY: Gets OK to Hire Darnall Sikes & Frederick as Accountant ------------------------------------------------------------------ Mello Joy Distributing, LLC received approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Adam Curry of Darnall Sikes & Frederick, Certified Public Accountants as its accountant. The firm will prepare and file any tax documents, including returns, amended returns, etc., as the need may arise with respect to the debtor's estate, it is necessary and in the best interest of the estate for applicant to employ an accountant to assist applicant and to render professional services. The firm will be paid at these rates: Adam Curry $300 per hour Kathryn Noel $155 per hour Danny Frederick, the firm's accountant who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Adam Curry, CPA Darnall Sikes & Frederick 1231 East Laurel Avenue Eunice, LA 70535 Telephone: (337) 457-4146 Facsimile: (337) 457-5060 Email: adamc@dsfcpas.com About Mello Joy Distributing, LLC Mello Joy Distributing, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. W.D. La. Case No. 24-50338) on April 25, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Gregory E. Elmore as general manager. Judge John W. Kolwe presides over the case. H. Kent Aguillard, Esq. represents the Debtor as counsel. MERCON COFFEE: Court Nixes Proposed Releases to Insiders -------------------------------------------------------- Judge Michael E. Wiles of the United States Bankruptcy Court for the Southern District of New York overruled the objections posed by the Office of the United States Trustee to the confirmation of Mercon Coffee Corp. and its debtor affiliates' fourth amended plan of reorganization. The confirmation hearing was held on June 28, 2024. The UST contends that: (a) the Plan permits the retention of equity interests even though some senior creditor classes are not being paid in full and have not accepted the Plan; and (b) the Plan proposed to grant releases to certain parties without adequate consideration. Debtor Mercon B.V. is a Dutch private company and is the ultimate parent company of the Debtors. Mercon B.V. has assets in The Netherlands and other European Union countries. In order to protect its assets, and to facilitate the liquidation that is being accomplished in this Court, Mercon B.V. commenced a proceeding in The Netherlands. The Chapter 11 Plan describes how Mercon B.V.'s creditors are to be treated, and provides that the equity interests in Mercon B.V. will be cancelled and will receive no distributions. However, in accordance with Dutch law the formal cancellation of the equity interests will not occur until such time as Mercon B.V. is formally dissolved under Dutch law. The UST argued at the confirmation hearing that the delayed cancellation of equity interests in Mercon B.V. amounts to a "retention" of interests by equity owners that is prohibited under 11 U.S.C. section 1129(b) because creditors are not being paid in full and because not all creditor classes accepted the Plan. Judge Wiles disagrees with the UST's contention that the equity owners of Mercon B.V. will "retain" any property under the Plan. The Plan provides for the cancellation of equity interests. In addition, the Plan provides that the Debtors will be liquidated; that the liquidation will be accomplished by court-appointed trustees; that the equity interest holders will have no continuing control over any part of that process; and that the equity interest holders will not be entitled to any distributions. The equity interest holders will receive nothing that should or could have been distributed instead to creditors. According to Judge Wiles, any "interests" that the equity owners may nominally hold (until the former cancellation occurs) have been stripped of all rights and meaning; they will be "equity interests" in name only but not in substance. Under the circumstances, the minor delay in the cancellation of the equity interests is not a "retention" of equity rights or property that runs afoul of section 1129(b), the Court holds. Section 12.03 of the Plan provides for the release of the Debtors' claims against various parties, subject to certain exclusions. When the releases were first proposed, the UST objected to the proposed Disclosure Statement on the ground that it failed to explain why the releases were being granted and what consideration the Debtors were receiving in return. At a hearing on May 14 the Debtors contended that issues regarding the propriety of the releases should be resolved at the confirmation hearing and that the Debtors did not need to offer further explanations and justifications in the Disclosure Statement. The Debtors made revisions to the Disclosure Statement following the hearing, and before the confirmation hearing the Debtors made many further submissions regarding the proposed releases, including three separate declarations by Harve Light, the Debtors' chief restructuring officer. In his most recent declaration, filed the day before the confirmation hearing, Mr. Light stated that the 19 individuals who would be the beneficiaries of releases fall into three categories: (a) those who did not have managerial control "outside of their local country" and did not have direct responsibility or control of the global company or its finances; (b) individuals who "made significant contributions to the attempted sale and financing activities or went above and beyond in their efforts to maximize the value of assets as we liquidated them;" and (c) individuals as to whom Mr. Light believed "there would be no tangible economic benefit in pursuing them" because they are located outside the United States and the expense of obtaining and enforcing a judgment would not make sense. Some individuals are listed in more than one category. The Debtors had contended (and continued to argue at the hearing) that the releases had been the result of "hard-fought" and "arm's-length" negotiations. Counsel stated that the Debtors had sought the releases, and that they did so in order to "keep the company from going into a Chapter 7 liquidation." The Debtors argue that the releases are being offered after the fact -- months after the relevant agreements to include the releases in the Plan, after the relevant services have been performed and therefore after the insiders' consideration has already been provided. In the Debtors' view, this means that the releases are not being offered as forward-looking "inducements" for the continued future employment of the individuals. The Court points out there is no contention in this case that the proposed releases are in consideration of any post-confirmation work that the releasees might provide. Instead, the parties admittedly made a post-petition commitment to support the proposed releases in order to induce continued employment, the Court states. The fact that the releases were meant to "induce" continued employment did not change just because the court approval of the releases is only being sought in hindsight, the Court finds. In its post-hearing submission, the UST asserts that all 19 of the proposed beneficiaries of the release are "insiders," but that is not what the parties contended at the hearing and it is not what is stated in the supporting declarations (which were admitted into evidence without objection and without any request by the UST to conduct cross-examination). It was clear at the confirmation hearing that only some of the purported releasees were "insiders," and Judge Wiles ruled that he would grant the releases as to the non-insiders. However, the relevant portion of the transcript of the confirmation hearing, in which the Debtors' counsel identified the persons who were "insiders," is garbled, the Court notes. A clarification plainly is needed, the Court concludes. The Debtors and the UST are directed to confer as to the identification of those proposed releasees who were "insiders". A copy of the Court's decision dated July 19, 2024, is available at https://urlcurt.com/u?l=LcWMdw 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 Coffee undertook a global restructuring in 2023 with insolvency and related proceedings before courts in the The Netherlands, the U.S., and other E.U., Latin American and Asian venues. 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 counsel; Dentons Nicaragua, S.A. and Resor N.V. as special counsel; 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. MERCY HOTEL: Seeks to Extend Plan Exclusivity to November 10 ------------------------------------------------------------ Mercy Hotel Group, LLC, asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to Nov. 10, 2024 and Jan. 9, 2025, respectively. Batson-Cook Company filed a Motion for (1) Relief from the Automatic Stay and (2) to Compel Arbitration on July 16, 2024 (the "Arbitration Motion"). Batson Cook asserts an approximately $2,400,000 secured claim against Debtor. The Debtor disputes Batson Cook's value of its claim. The parties have engaged in limited settlement discussions without a resolution. The Debtor explains that facts and circumstances of this Chapter 11 case warrant the requested extension of the Exclusivity Periods. Debtor cannot formulate a plan of reorganization or solicit acceptances of a plan until the amount of the Batson Cook claim is determined. The Batson Cook claim is a significant claim in this case and its resolution plays a pivotal role in the plan provisions. The Debtor seeks an extension to the Exclusivity Periods to preclude the costly disruption and instability that would occur if competing plans were proposed or in having to amend a premature plan. The Debtor asserts that the request for an extension will not unfairly prejudice or pressure its creditors or grant Debtor any unfair bargaining leverage. Debtor needs creditor support to confirm any plan, so Debtor is in no position to impose or pressure its creditors to accept unwelcome plan terms. Debtor seeks an extension of the Exclusivity Periods to advance the case and to determine the extent and amount of Batson Cook's claim. The Debtor further asserts that termination of the current Exclusivity Periods may engender duplicative expense and litigation associated with multiple competing plans. Any litigation with respect to competing plans and resulting administrative expenses will only decrease recoveries to Debtor's creditors and significantly delay, if not undermine entirely, the possibility of prompt confirmation of a plan of reorganization. Mercy Hotel Group, LLC is represented by: Will B. Geer, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wgeer@rlkglaw.com About Mercy Hotel Group Mercy Hotel Group, LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-53760) on April 12, 2024. In the petition signed by Aziz Dhanani, manager and member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Sage M. Sigler oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the Debtor's legal counsel. METAL CHECK: Court OKs Appointment of Stephen Moriarty as Examiner ------------------------------------------------------------------ Judge Janice Loyd of the U.S. Bankruptcy Court for the Western District of Oklahoma approved the appointment by Ilene Lashinsky, the U.S. Trustee for Region 14, of Stephen J. Moriarty to serve as examiner in the Chapter 11 cases of Diana Kay Salazar and her company, Metal Check, Inc. Counsel for the U.S. Trustee has consulted with the following parties in interest regarding the appointment of an examiner: Douglas Gould, counsel for M.R. High, Inc.; John Mee, III, counsel for First United Bank and Trust Co.; Michael Rose, counsel for Metal Check, and Christopher Wood, counsel for Diana K. Salazar. To the best of the U.S. Trustee's knowledge, Mr. Moriarty's connections with the two consolidated debtors, their creditors, any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, and persons employed in the Office of the U.S. Trustee, are limited to the connections set forth in his verified statement. In court papers, Mr. Moriarty disclosed that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Metal Check Metal Check, Inc., a company in Oklahoma City, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-11279) on May 16, 2023, with $841,675 in assets and $2,033,069 in liabilities. Stephen Moriarty, Esq., at Fellers Snider Blankenship Bailey & Tippens, PC has been appointed as Subchapter V trustee. Judge Janice D. Loyd oversees the case. The Debtor tapped Mike Rose, Esq., at Michael J Rose, PC as legal counsel and Mark D. Cain P.C. as accountant. MILLERS WHOLESALE: Taps Yeo & Yeo P.C. as Financial Consultant -------------------------------------------------------------- Millers Wholesale Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Yeo & Yeo, P.C., as financial consultants. The firm's services include: a. reviewing and revising income statements produced by Debtor's bookkeeping staff; b. reviewing and revising balance sheets properly setting forth assets and liabilities produced by Debtor's bookkeeping staff; c. assisting with forecasting profitability, revenue and expenses for Debtor's business; d. preparing monthly United States Trustee Reports; e. completing and filing required tax returns; f. efficiently communicating with the United States Trustee regarding financial reporting and addressing questions the United States Trustee may have; g. assisting with necessary evidence of plan feasibility for purposes of confirmation; and h. providing financial documentation to support plan confirmation. The firm will be paid at these rates: David Jewell $450 per hour Financial Professionals $175 to $350 per hour David Jewell, managing principal at Yeo & Yeo, disclosed in the court filings that his firm is disinterested as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David Jewell, CPA Yeo & Yeo, P.C. 710 E. Milham Kalamazoo, MI 49002 Telephone: (269) 329-7007 Facsimile: (269) 329-0626 Email: Dave.Jewell@yeoandyeo.com About Millers Wholesale Millers Wholesale Inc., a building equipment contractor, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01405) on May 25, 2024. In the petition signed by Joshua L. Thompson, chief executive officer, the Debtor disclosed $748,850 in assets and $1,134,485 in liabilities. Judge Scott W. Dales oversees the case. James R. Oppenhuizen, Esq., at Oppenhuizen Law Firm, PLC serves as the Debtor's counsel. MO BAY BEIGNET: Hires Barry A. Friedman as Bankruptcy Counsel ------------------------------------------------------------- Mo Bay Beignet Company, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Barry A Friedman & Associates, PC as counsel. The firm will provide these services: a. take appropriate action with respect to secure and priority creditors; b. take appropriate action with respect to possible voidable preferences and transfers; c. prepare on behalf of the Debtor-in-Possession necessary petitions, answers, orders, reports and other papers and to try before the court whatever issues are deemed necessary; d. investigate the accounts of the Debtor and the financial transactions related thereto; and e. perform all other legal services for Debtor in Possession which may be deemed necessary. The firm will be paid at the rate of $350 per hour, plus reasonable out-of-pocket expenses. incurred. Barry A. Friedman, Esq., a member of Barry A Friedman & 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: Barry A. Friedman, Esq. Barry A Friedman & Associates, PC Post Office Box 2394 Mobile, AL 36652 Tel: (251) 439-7400 Fax: (251) 432-2665 Email: bky@bafmobile.com About Mo Bay Beignet Company Mo Bay Beignet Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 24-11696) on July 11, 2024, with $0 to $50,000 in assets and $50,001 to $100,000 in liabilities. Judge Henry A. Callaway presides over the case. Barry A. Friedman, Esq. at Barry A Friedman & Associates, PC represents the Debtor as legal counsel. MONARCH BAY: Seeks to Hire ShemanoLaw as Legal Counsel ------------------------------------------------------ Monarch Bay For Sale Residential, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ ShemanoLaw as counsel. The firm will provide these services: a. advise and counsel the Debtor regarding matters of bankruptcy law; b. represent the Debtor regarding its legal rights and responsibilities under the Bankruptcy Code and the FRBP, the LBR, the United States Trustee Notices and Guides, and to assist the Debtor in the administration of its bankruptcy estate; c. advise the Debtor with respect to the negotiation, preparation and confirmation of a plan of reorganization; d. represent the Debtor in proceedings or hearings before the Bankruptcy Court in matters involving bankruptcy law or in litigation in the Bankruptcy Court in matters relating to bankruptcy law; e. assist the Debtor in the preparation of reports, accounts, applications and orders involving matters of bankruptcy law; and f. provide such other services as are typically rendered by counsel for a debtor in possession in a chapter 11 case. The firm will be paid at $695 per hour. As of the Petition Date, the firm had rendered legal services and incurred expenses on behalf of the Debtor in the amount of $12,093.50, which amount was paid prepetition from the retainer, leaving $52,906.50 as a retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David B. Shemano, a partner at ShemanoLaw, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David B. Shemano ShemanoLaw David B. Shemano, Esq, 1801 Century Park East, Suite 2500 Los Angeles, CA 90067 Telephone: (310) 492-5033 Email:dshemano@shemanolaw.com About Monarch Bay For Sale Residential, LLC The Debtor is engaged in activities related to real estate. Monarch Bay For Sale Residential, LLC in Los Angeles CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-14877) on June 20, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Edward J. Miller as president of Manager, signed the petition. Judge Deborah J Saltzman oversees the case. David B. Shemano, Esq., at ShemanoLaw serve as the Debtor's legal counsel. MP PPH: Amends Unsecureds & C.P.P.A./Housing Claims Pay Details --------------------------------------------------------------- MP PPH LLC submitted a Second Revised Disclosure Statement in connection with the Plan of Liquidation dated July 12, 2024. 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. The Receiver submitted a Property Conditions Assessment on April 10, 2024 to the D.C. Superior Court. That report summarized general condition issues related to the building. Among the items noted in the Receiver's Report include concerns related to security, housing code violations, and the need for mold remediation. The Receiver noted it was evident that mold remediation efforts are currently underway with clearance reports demonstrating that mold remediation was completed in 324 units and various common areas over the last two years. Approximately 375 units need additional remediation for mold under the current protocols and will not be remediated before Closing on the Sale. The Receiver's Property Conditions Assessment noted that some exterior doors did not self-lock and some electronic key fob readers malfunctioned. The Debtor is in the process of repairing or replacing exterior door locks and improving security. That process remains ongoing. The Debtor is continuing to abate housing code violations identified by the D.C. Department of Buildings (the "DOB"). 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. However, tenants living on the Property contend that additional repair items or condition issues in units and common areas of the Property may exist that have not formally been cited by the DOB. 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. 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. As shown on the Property Sale Pro Forma, attached as Exhibit A, the Debtor projects that approximately $82,471.11 will be available for pro-rata distribution to Allowed Class 4 and Class 5 Claims from the Sale. Class 5 consists of all Holders of C.P.P.A./Housing Claims. 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 toward 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 Party 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 Party 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 147 asserted Claims seeking approximately $51,407,808.48 in Class 5. All of these Claims are subject to pending objections and litigation and are contingent, unliquidated, and disputed. As shown on the Property Sale Pro Forma, the Debtor projects that approximately $82,471.11 will be available for pro rata distribution to Allowed Class 4 and Class 5 Claims from the Sale. Upon the Sale of the Property, the Debtor will deliver payment to the various claims secured by the Property, tenant cure costs associated with assignment of their leases, and other costs associated with sale of the Property. The remaining proceeds of sale will be transferred to the Liquidating Trust for the payment of unsecured claims and trust expenses. The Plan provides for Retained Causes of Action belonging to the Estate to be transferred to the Liquidating Trust so those litigation claims can be pursued by the Liquidating Trustee for the benefit of all Creditors of the Bankruptcy Estate, who will be paid from any litigation recoveries in accordance with the priority scheme. In addition, in exchange and contingent on consensual third party releases being provided in the the Plan, a Protected Party Contribution would be made from those parties receiving releases with respect to any C.P.P.A./Housing Claims. The Protected Party Contribution would ensure a minimum of $500,000.00 be contributed and made available to pay holders of C.P.P.A./Housing Claims and trust expenses. Further and distinct from the consensual third party release and Protected Party Contribution, the Plan contemplates a Channeling Injunction to consolidate receipt and distribution of all recoveries obtained by any party upon a CPPA/Housing Claim with respect to the Property for fair and equitable distribution to the C.P.P.A./Housing Claim Holders. A full-text copy of the Second Revised Disclosure Statement dated July 12, 2024 is available at https://urlcurt.com/u?l=hUm78h 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.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. MR. KNICKERBOCKER: Hires Penn Law Firm LLC as Bankruptcy Counsel ---------------------------------------------------------------- Mr. Knickerbocker, Inc. seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Penn Law Firm, LLC as bankruptcy counsel. The firm's services include: a. advising Debtor of its rights, powers and duties; b. attending meetings with Debtor and hearings before the Court; c. assisting other professionals retained by Debtor in the investigation of the acts, conduct, assets, liabilities and financial condition of Debtor, and any other matters relevant to the case or to the formulation of a plan of reorganization or liquidation; d. investigating the validity, extent, and priority of secured claims against Debtor's estate, and investigating the acts and conduct of such secured creditors and other parties to determine whether any causes of action may exist; e. advising Debtor with regard to the preparation and filing of all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in these matters; f. advising Debtor with regard to the preparation and filing of responses to applications, motions, pleadings, notices and other papers that may be filed and served in these chapter 11 cases by other parties; and, g. performing other necessary legal services for and on behalf of Debtor that may be necessary or appropriate in the administration of these chapter 11 cases. The firm will be paid at these rates: Attorneys $250 to $400 per hour Paralegals and assistants $100 to $175 per hour W. Harrison Penn $375 per hour The firm will be paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. W. Harrison Penn, Esq., a partner at Penn Law Firm, 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: W. Harrison Penn, Esq. Penn Law Firm, LLC 1517 Laurel Street Columbia, SC 29201 Tel: (803) 771-8836 Email: hpenn@pennlawsc.com About Mr. Knickerbocker, Inc. Mr. Knickerbocker, Inc. is a retailer of apparel and accessories in Clemson, S.C. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. S.C. Case No. 24-02433) on July 5, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John A. Yeomans, vice president, signed the petition. Judge Helen E. Burris presides over the case. W. Harrison Penn, Esq., at Penn Law Firm, LLC represents the Debtor as bankruptcy counsel. NASHVILLE SANJARA: Creditors to Get Proceeds From Liquidation ------------------------------------------------------------- Nashville Sanjara Wellness, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Disclosure Statement describing Original Chapter 11 Plan dated July 11, 2024. The Debtor is a Tennessee business established in Nashville, TN whose main business at this point involves the sale of this single asset of real property. The Debtor managed its own affairs prior to the bankruptcy and will continue to manage its affairs after the bankruptcy. The Debtor is managed by Michael Todd Dean, CEO, who upon information and belief holds a 75% interest in the company. Mr. Dean handles the day to day operation of the business and is paid by the company, through owner draws, for his full time work. The Debtor was having difficulty selling the real property voluntarily through a private party transaction and initially sought a Chapter 7 Trustee to sell said real property rather than potentially lose it by a foreclosure sale at possibly a liquidated value. During the Chapter 7 process, the Debtor sought and was granted a conversion to Chapter 11 to have more control over the sale of the real property. This is a liquidating plan. In other words, the Proponent seeks to accomplish payments under the Plan by liquidating assets of the Debtor. The Effective Date of the proposed Plan is 45 days after confirmation. Class 4 consists of General Unsecured Claims. Net Proceeds, after closing costs, real estate commissions, and payment of liens, from the sale of the real property located at 2015 Stony Point Rd, Franklin TN shall be paid within 90 days of closing to the general unsecured claims in this class up to the amount of the claims. The Debtor is proposing to have 6 months from the Effective Date to sell said real property or shall grant relief from stay. The allowed unsecured claims total $1,220,923.00. The Plan will be funded by the sale of the real estate of the Debtor. A full-text copy of the Disclosure Statement dated July 11, 2024 is available at https://urlcurt.com/u?l=M8EGhs from PacerMonitor.com at no charge. Attorney for the Debtor: Jay R. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Nashville Sanjara Wellness Nashville Sanjara Wellness, LLC is a Tennessee business established in Nashville, TN whose main business at this point involves the sale of this single asset of real property. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-04734) on Dec. 29, 2024. Judge Charles M. Walker oversees the case. Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, is the Debtor's legal counsel. NETCAPITAL INC: Shareholders Approve Reverse Stock Split Proposal ----------------------------------------------------------------- NetCapital Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 24, 2024, the Company held a special meeting of shareholders, at which the shareholders: (i) approved the grant of discretionary authority to the Company's board of directors to file articles of amendment to the Company's articles of incorporation to effect a reverse split of the Company's issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-100, without reducing the authorized number of shares of the Company's common stock, with the exact ratio to be selected by the Board in its discretion and to be effected, if at all, in the sole discretion of the Board at any time following stockholder approval of the amendment to the the Company's Articles of Incorporation and before July 24, 2025 without further approval or authorization of the Company's stockholders; and (ii) authorized the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposal. About Netcapital Inc. Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online from accredited and non-accredited investors. The Company gives virtually all investors the opportunity to access investments in private companies. Netcapital said in its Quarterly Report for the period ended Jan. 31, 2024, "There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. The Company has recently reduced its operating expenses and has turned its focus to its funding portal business, which generates cash revenues and has seen a growth in revenues on a year-to-year basis. The Company plans to continue operating with lower fixed overhead amounts and seeks to raise money from private placements, public offerings and/or bank financing. The Company's management has determined, based on its recent history and the negative cash flow from operations, that it is unlikely that its plan will sufficiently alleviate or mitigate, to a sufficient level, the relevant conditions or events noted above. To the extent that funds generated from any private placements, public offerings and/or bank financing, if available, are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about the Company's ability to continue as a going concern." NEVER FORGET: Hires Barton Brimm PA as Bankruptcy Counsel --------------------------------------------------------- Never Forget Brands, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Barton Brimm, PA to handle its Chapter 11 case. The firm will be paid at these rates: Christine E. Brimm $400 per hour Connie L. Fraser $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christine E. Brimm, Esq., a partner at Barton Brimm, 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: Christine E. Brimm, Esq. Barton Brimm, PA P.O. Box 14805 Myrtle Beach, SC Tel: (803) 256-6582 Fax: (803) 779-0267 About Never Forget Brands, LLC Never Forget Brands, doing business as GameDay Spirits, is a popular vodka distiller that manufactures GameDay Vodka and Spiked canned vodka cocktails. Never Forget Brands sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 24-02470) on July 10, 2024. In its petition, the Debtor listed $14.8 million in total assets and $13.7 million in total liabilities. The Debtor is represented by Christine E Brimm, Esq. at Barton Brimm, PA. NORTHERN DYNASTY: Completes Second Tranche of Amended Royalty Deal ------------------------------------------------------------------ Northern Dynasty Minerals Ltd. reported July 25 it has received the remaining US$10 million royalty payment under the second tranche of the Company's royalty agreement dated July 26, 2022, as amended on Nov. 13, 2023. Under the Amendment, the royalty investor ("Royalty Holder") received the right to fund the second $12 million tranche in six equal installments of $2 million in exchange for the right to receive approximately 0.33% of the payable gold production and 1% of the payable silver production from the Pebble Project per each additional payment installment made (representing 1/6 of the aggregate royalty under the second tranche). Northern Dynasty received the first $2 million upon execution of the Amendment, as reported in the Company's Nov. 13, 2023 news release. As the Royalty Holder has now completed all six installments (for a total of $12 million) of the second tranche on or before July 26, 2024, the balance of the completion of the Royalty Agreement has been extended until July 26, 2025 as agreed to under the Amendment. The remaining three tranches of $12 million each, as described in the Company's July 27, 2022 news release and its recent Q1 2024 MD&A, have not been similarly subdivided, and the aggregate total purchase price of $60 million and maximum royalty rates (10% of payable gold production and 30% of payable silver production) remain unchanged from the original Royalty Agreement. "We are pleased that the investor has completed the second of five $12 million tranches," said Ron Thiessen, President and CEO of Northern Dynasty Minerals. "As a result, the expiration date has been extended for one year, by which time we could receive the additional $36 million investment from the remaining three tranches contemplated in the original royalty agreement. Meanwhile we will continue to advance responsibly and reasonably the Pebble Project, one of the most important minerals and metals deposits in the world, with standards that assure the environment and regional fisheries are safeguarded as detailed in the USACE's Final Environmental Impact Statement and Remand Order." The Company received the first tranche of $12 million in return for the right of the Royalty Holder to receive 2% of the payable gold production and 6% of the payable silver production from the Pebble Project, after accounting for a notional payment by the Royalty Holder of $1,500 per ounce of gold and $10 per ounce of silver, respectively, for the life of the mine (see Northern Dynasty news release July 27, 2022). Completion of the second tranche of $12 million increases the investor's right to an aggregate of 4% of the payable gold production and 12% of the aggregate silver production. If, in the future, spot prices exceed $4,000 per ounce of gold or $50 per ounce of silver, then the Company will share 20% of the excess price for either metal. Additionally, the Company will retain a portion of the metal produced at recovery rates in excess of 60% for gold and 65% for silver, and so is incentivized to continually improve operations over the life of the mine. About Northern Dynasty Minerals Ltd. Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project. Vancouver, Canada-based Deloitte LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company incurred a consolidated net loss of $21 million during the year ended December 31, 2023 and, as of that date, the Company's consolidated deficit was $697 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. NORTHERN OIL: Fitch Hikes LongTerm IDR to 'B+', Outlook Positive ---------------------------------------------------------------- Fitch Ratings has upgraded Northern Oil and Gas, Inc.'s (NOG) Long-Term Issuer Default Rating (IDR) to 'B+' from 'B' with a Positive Rating Outlook. Fitch has also upgraded NOG's reserve-based lending (RBL) credit facility to 'BB+'/ 'RR1' from 'BB'/ 'RR1', and upgraded the senior unsecured notes and convertible notes to 'BB-'/'RR3' from 'B'/'RR4'. NOG's ratings reflect Fitch's expectation of continued credit-friendly M&A activity, which should increase its overall size, scale and diversification toward 'BB-' category thresholds. The Positive Outlook also considers Fitch's expectation for continued positive FCF generation secured by NOG's strong hedging program, which is expected to be applied to reduce gross debt and lead to improved credit metrics and liquidity. The rating also considers Fitch's expectation that the company will increase borrowings under its RBL facility for the XCL acquisition and expand its base dividend, both of which Fitch believes are mitigated by strong FCF generation and management's track record of debt repayment following acquisitions. Key Rating Drivers Accretive, Leveraging but Diversifying Transaction: Fitch views NOG's recently announced XCL joint acquisition with SM Energy (BB-/RWP) favorably. It adds 9,300 net acres, over 10.5 mboepd with over 85% oil and adds a foothold for NOG in the Uinta Basin. NOG believes the assets add significant long-dated Tier-1 inventory at sub-50/barrel break-even. The $510 million acquisition price will be funded with cash on hand and revolver drawings, and increases EBITDA leverage at the end of 2024 to 1.6x from 1.3x at the end of 2023. NOG is committed to paying down debt post the transaction and its forecast shows absolute debt declining modestly over the forecast. Favorable Capital Deployment Flexibility: Fitch believes NOG's flexibility with well participation and capex allows for economic-driven decisions and improves overall returns. The company retains the ability to decline participation in uneconomic or lower-return wells, even within a multi-well, multi-reservoir development in some cases, to help optimize returns. As a non-operator, NOG does not have rig, drilling or midstream contracts and has no personnel at the field level, which limits corporate operational and financial obligations and brings lower per-unit general and administrative costs. NOG has historically maintained approximately six years of proved, developed and producing (PDP) reserve life, which Fitch expects to increase given the recent acquisition. Joint Venture Acquisitions: Fitch views the recent joint venture acquisitions positively given that they provide NOG more involvement with proven operators and a line of sight into future organic development opportunities. The last four acquisitions, the MPDC acquisition, Forge, Novo and recently announced XCL acquisition, are joint ventures with proven operators. The partnership is governed by cooperation and joint development agreement along with areas of mutual interest (AMI) in place to ensure interests are aligned. Favorable Liquidity, Capital Management: NOG's close relationship with its operators and the long lead times from initial new well development evaluation, investment decision and funding provide visibility on future capital needs and, in conjunction with its hedging policy, help reduce overall liquidity risk despite the inability to control well timing and completion. The company is typically given budgets and development plans from its operators a year in advance from the start of a new well, providing considerable time to manage capital flows with existing and future production. Fitch views these characteristics favorably and does not forecast material near-term liquidity needs in the base case following the XCL acquisition. 18-Month Rolling Hedge Program: Fitch views NOG's hedging positively. NOG has historically maintained a strong hedge book and expects to hedge approximately 60% of total production on a rolling 18-month basis going forward. The company has approximately 60% of oil production hedged at an average price of $74.91/bbl for the remainder of 2024 and approximately 65% of gas production hedged at an average price of $3.29/MMBtu. Fitch believes NOG's hedge book provides future cash flow certainty, which supports repayment of debt and supports the base dividend. Positive FCF; Sub-2.0x Leverage: Fitch forecasts positive FCF of approximately $220 million in 2024 and $120 million in 2025, assuming WTI oil prices of $75/bbl and $65/bbl, respectively. EBITDA leverage is forecast to approach 1.6x in 2024 and remain under 2.0x over the forecast. Increasing Base Dividend: Fitch believes NOG is in a position to maintain shareholder returns while maintaining liquidity and credit metrics given the company's increasing size and scale and a positive FCF profile supported by management's rolling hedge program. NOG increased the dividend quarter on quarter from $0.03/share in 2Q21 to $0.40/share in 1Q24. Derivation Summary NOG is a leading non-operator exploration and production (E&P) company focused in the Permian, Williston and Appalachia Basins with 1Q24 production of approximately 119 mboepd following recent acquisitions. As a non-operator mineral and royalty interest owner, Viper Energy Partners, LLC (BB/Stable; 47.0 mboepd in 1Q24) has minimal operating costs and no capex which results in netbacks that are generally the highest of Fitch's E&P peer group. Viper's Long-Term IDR receives a one notch uplift given its significant operational and strategic ties with its higher rated parent Diamondback Energy, Inc. (BBB/Rating Watch Positive) which provides unique visibility into future development plans and reduces volumetric and cash flow uncertainty. NOG's production size is larger than offshore producer Talos Energy Inc. (B/Positive; 80.0 mboepd), but smaller than Crescent Energy Company (B+/Rating Watch Positive; 166.0 mboepd in 1Q24) and SM Energy Company (BB-/RWP; 145.0 mboepd in 1Q24). In terms of cost structure at 1Q24, NOG's Fitch-calculated unhedged cash netback of $30.2 per barrel of oil equivalent (boe) (62% margin) is weaker than Viper's $39.2/boe (81% margin), but stronger than Crescent Energy 's $19.0/boe (46% margin), SM Energy ($28.9/boe; 68% margin) and Talos Energy's $24.3/boe (41% margin). On an EBITDA leverage basis, Fitch expects NOG to maintain a sub-2.0x leverage profile as it allocates FCF toward repayment of the RBL facility and then toward shareholder returns. This is in line with 'B' category peers that typically see leverage oscillate between 2.0x and 3.0x on a mid-cycle basis. Key Assumptions - West Texas Intermediate (WTI) prices of $75.00/bbl in 2024, $65.00/bbl in 2025, $60.00/bbl in 2026 and 2027, and $57.00/bbl thereafter; - Henry Hub prices of $2.50/mcf in 2024, $3.00/mcf in 2025 and 2026, and $2.75/mcf thereafter; - Assumed XCL acquisition closes in 4Q2024 and assumes acquisitions of $25 million annually thereafter; - Assumed low double-digit growth in 2025 following the closing of the XCL acquisition and low-to- mid single digit production growth thereafter; - Capex grows to $950 million in 2025 and decreases to $925 million/year in outer years of the forecast; - Prioritization of forecast FCF toward repayment of the RBL facility along with marginal increase in dividends going forward. Recovery Analysis RECOVERY ASSUMPTIONS: The recovery analysis assumes that NOG would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. GC Approach - Fitch assumed a bankruptcy scenario exit EBITDA of $750 million (an increase from $500 million at last review following a number of acquisitions by NOG). This estimate considers a prolonged commodity price downturn coupled with a combination of prolonged, unexpected production shut-ins, new well/PDP underperformance, higher operating expenses per boe, or working capital delays causing lower than expected production and borrowing base-linked liquidity constraints. - The GC EBITDA assumption reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV), which reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. Fitch believes a weakened pricing environment will slow production and PDP reserve growth, reduce the borrowing base availability and materially erode the liquidity profile. An EV multiple of 3.50x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV: - The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x. - The multiple also reflects NOG's multi-basin, diversified portfolio of non-operated working interests with only a few potential buyers in addition to the company's recent transaction multiples of approximately 3.0x. Liquidation Approach - The liquidation estimate reflects Fitch's view of the value of the company's E&P assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch used NOG's recent transactions and historical third-party, non-operated transaction data for both the Williston and Permian assets on a $/bbl, $/1P, $/2P, $/acre and PDP PV-10 basis to attempt to determine a reasonable sale. The recovery analysis assumes that Northern Oil & Gas, Inc. would be reorganized as a GC in bankruptcy rather than liquidated. - The RBL facility is assumed to be 90% drawn given the likelihood of negative redetermination in a sustained low-price environment. - The allocation of value in the liability waterfall results in recoveries corresponding to 'RR1' for the senior secured RBL and 'RR3' for the senior unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Consistent FCF generation with proceeds used to reduce gross debt that leads to mid-cycle EBITDA leverage sustained below 2.0x; and - Consistent track record of reserve replacement and total production sustained above 150 mboepd. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Inability to generate FCF and reduce outstanding gross debt that leads to mid-cycle EBITDA leverage sustained above 3.0x; - Total production sustained below 100 mboepd and erosion of the reserve base; - Limited financial flexibility and/or an inability to maintain access to capital markets. Liquidity and Debt Structure Adequate Liquidity: Fitch does not see material near-term liquidity needs given the company's operational and liquidity flexibility and believes NOG's forecast FCF generation supports repayment of the RBL facility. NOG has $1.27Bn in liquidity following the recently upsized elected amount under the revolver to $1.5 billion. The current borrowing base is $1.8 billion with the elected commitment upsized to $1.5 billion from $1.25 billion in April 2024. At 1Q24, NOG had $263 million drawn under the RBL facility and cash on hand of $32.5 million. The RBL facility is subject to a semi-annual borrowing base redetermination in addition to financial covenants, including a maximum total net leverage ratio of below 3.50x and a minimum current ratio of at least 1.0x. Clear Maturity Profile: NOG's maturity schedule remains light with no maturities until the RBL facility matures in June 2027. The $705.1 million senior unsecured note comes due in 2028, the $500 million convertible note comes due in 2029 and the $500 million senior unsecured note comes due in 2031. Issuer Profile Northern Oil and Gas, Inc. is a leading non-operator E&P company in the U.S. focused in the Williston, Permian and Appalachia Basins. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Northern Oil and Gas, Inc. LT IDR B+ Upgrade B senior unsecured LT BB- Upgrade RR3 B senior secured LT BB+ Upgrade RR1 BB NUZEE INC: Regains Compliance With Nasdaq's Listing Requirement --------------------------------------------------------------- Nuzee, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 23, 2024, the Company received a letter from NASDAQ stating that based on the Company's Form 8-K, filed with the Commission on July 19, 2024, NASDAQ has determined that the Company has complied with Listing Rule 5550(b)(1). However, in the future, if the Company fails to evidence compliance upon filing its next periodic report, it may be subject to a delisting determination, but any such determination may be appealed to a Hearings Panel. As previously disclosed in its current report on Form 8-K filed with the SEC on Jan. 26, 2024, the Company received a notification letter from NASDAQ on Jan. 23, 2024, indicating that the Company was not in compliance with the NASDAQ Listing Rule 5550(b)(1). The NASDAQ Notification Letter stated that the Company failed to maintain a minimum of $2,500,000 in stockholders' equity for continued listing, as required by the Stockholders' Equity Requirement. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. NUZEE INC: Says it Has Regained Compliance With Nasdaq Equity Rule ------------------------------------------------------------------ Nuzee, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 19, 2024, that the Company believes that it has regained compliance with The Nasdaq Stock Market LLC's stockholders' equity requirement based on the three financing transactions recently undertaken by the Company. Nuzee understands that the NASDAQ will continue to monitor the Company's ongoing compliance with the Stockholders' Equity Requirement and, if the Company does not demonstrate compliance in its next periodic report, it may be subject to delisting. The Company received a notification letter from NASDAQ on Jan. 23, 2024, indicating that the Company was not in compliance with NASDAQ Listing Rule 5550(b)(1). The NASDAQ Notification Letter stated that the Company failed to maintain a minimum of $2,500,000 in stockholders' equity for continued listing, as required by the Stockholders' Equity Requirement. On July 11, 2024, NuZee entered into a securities purchase agreement with certain investors, providing for the sale and issuance of 2,040,814 shares of the Company's common stock, par value $0.00001 per share for an aggregate purchase price of RMB 21,810,000, or approximately $3,000,000. The Transaction closed on July 18, 2024. As disclosed in the Company's Form 8-K filed on May 2, 2024, and June 10, 2024, the Company completed a $320,000 convertible note financing, and a $1,500,000 equity financing. The notes issued under the $320,000 convertible note financing were converted to the Company's common stock on June 12, 2024. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. NUZEE INC: Shelei Jiang Holds 17.94% Equity Stake ------------------------------------------------- Shelei Jiang disclosed in a Schedule 13G/A report filed with the U.S. Securities and Exchange Commission that, as of July 18, 2024, she beneficially owns 794,405 shares of NuZee, Inc.'s common stock through her 100% ownership of DYT Info PTE. Ltd, a Singapore entity. This represents 17.94% of the shares outstanding, based on (i) 2,387,434 shares issued and outstanding as of June 12, 2024, as reported in NuZee's registration statement on Form S-1 filed with the SEC on June 17, 2024, and (ii) 2,040,814 shares to be issued under the securities purchase agreement dated July 11, 2024, as reported in NuZee's current report on Form 8-K filed with the SEC on July 19, 2024. A full-text copy of Shelei Jiang's SEC Report is available at: https://tinyurl.com/4229d2mu About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, compared to a net loss of $11.80 million for the year ended Sept. 30, 2022. As of March 31, 2024, the Company had $3.22 million in total assets, $3.79 million in total liabilities and $574,897 in total stockholders' deficit. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. NUZEE INC: Wenwen Yu Holds 9.51% Equity Stake --------------------------------------------- Wenwen Yu disclosed in a Schedule 13G/A report filed with the U.S. Securities and Exchange Commission that, as of July 18, 2024, she beneficially owns 421,255 shares of NuZee, Inc.'s common stock. This ownership is through her 100% ownership of Metaverse Iintelligence Tech Ltd, a British Virgin Islands entity, representing 9.51% of the shares outstanding. This percentage is based on (i) 2,387,434 shares of common stock issued and outstanding as of June 12, 2024, as reported in NuZee's registration statement on Form S-1 filed with the SEC on June 17, 2024, and (ii) 2,040,814 shares to be issued under the securities purchase agreement dated July 11, 2024, as reported in NuZee's current report on Form 8-K filed with the SEC on July 19, 2024. A full-text copy of Wenwen Yu's SEC Report is available at: https://tinyurl.com/3pjnewev About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, compared to a net loss of $11.80 million for the year ended Sept. 30, 2022. As of March 31, 2024, the Company had $3.22 million in total assets, $3.79 million in total liabilities and $574,897 in total stockholders' deficit. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. NUZEE INC: Yuejie Liu Holds 9.51% Equity Stake ---------------------------------------------- Yuejie Liu disclosed in a Schedule 13G/A report filed with the U.S. Securities and Exchange Commission that, as of July 18, 2024, she beneficially owns 421,255 shares of NuZee, Inc.'s common stock through her 100% ownership of YY Tech Inc, a Cayman Islands entity. This represents 9.51% of the shares outstanding, based on (i) 2,387,434 shares of common stock issued and outstanding as of June 12, 2024, as set forth in Fluent, Inc.'s registration statement on Form S-1 filed with the Securities and Exchange Commission on June 17, 2024; and (ii) 2,040,814 shares to be issued pursuant to the securities purchase agreement entered into on July 11, 2024, as set forth in Fluent, Inc.'s current report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2024. A full-text copy of Yuejie Liu's SEC Report is available at: https://tinyurl.com/4ed2ayy5 About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, compared to a net loss of $11.80 million for the year ended Sept. 30, 2022. As of March 31, 2024, the Company had $3.22 million in total assets, $3.79 million in total liabilities and $574,897 in total stockholders' deficit. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. NUZEE INC: Yumei Liu Holds 15.72% Equity Stake ---------------------------------------------- Yumei Liu disclosed in a Schedule 13G/A report filed with the U.S. Securities and Exchange Commission that, as of July 18, 2024, she beneficially owns an aggregate amount of 709,062 shares of NuZee, Inc.'s common stock. Yumei Liu beneficially owns 166,545 shares of common stock through her indirect 100% ownership of Future science and Technology Co. Ltd., which holds 83,615 shares of common stock and warrants exercisable to purchase 82,930 shares of common stock; Yumei Liu also beneficially owns 542,517 shares of common stock through her direct 100% ownership of Joyer Investment Limited, representing 15.72% of the shares outstanding. This percentage is calculated based on (i) 2,387,434 shares of common stock issued and outstanding as of June 12, 2024, as set forth in NuZee's registration statement on Form S-1 filed with the Securities and Exchange Commission on June 17, 2024; (ii) 2,040,814 shares to be issued pursuant to the securities purchase agreement entered into on July 11, 2024, as set forth in NuZee's current report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2024; and (iii) a warrant exercisable to purchase 82,930 shares of common stock beneficially owned by Mr. Schulke. A full-text copy of Yumei Liu's SEC Report is available at: https://tinyurl.com/59rrjtjn About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats, as well as a co-packer of coffee brew bags, which is also referred to as tea-bag style coffee. In addition to its single serve pour over and coffee brew bag coffee products, the Company has expanded its product portfolio to offer a third type of single serve coffee format, DRIPKIT pour over products, as a result of its acquisition of substantially all of the assets of Dripkit, Inc. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, compared to a net loss of $11.80 million for the year ended Sept. 30, 2022. As of March 31, 2024, the Company had $3.22 million in total assets, $3.79 million in total liabilities and $574,897 in total stockholders' deficit. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. OCEAN POWER: Incurs $27.48 Million Net Loss in FY Ended April 30 ---------------------------------------------------------------- Ocean Power Technologies, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $27.48 million on $5.53 million of revenue for the fiscal year ended April 30, 2024, compared to a net loss of $26.33 million on $2.73 million of revenue for the year ended April 30, 2023. As of April 30, 2024, the Company had $28.70 million in total assets, $9.36 million in total liabilities, and $19.34 million in total shareholders' equity. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 25, 2024, citing that the Company has recurring net losses and net cash flow used in operations that raise substantial doubt about its ability to continue as a going concern. Management Comments Dr. Philipp Stratmann, OPT's president and chief executive officer, commented, "Fiscal 2024 was a landmark year for OPT, resulting in significant increases in pipeline, backlog, revenue, and gross margin. As a result of the foundation and opportunities achieved during fiscal 2024, we remain on track to achieve our previously stated goal of attaining profitability during the second half of calendar 2025. Moving forward, we plan to leverage these opportunities to increase our market presence, expand our geographical focus, and improve operational efficiencies. We are confident that these efforts will drive sustainable growth and create long-term value for our shareholders." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315224029074/form10-k.htm About Ocean Power Technologies Ocean Power Technologies -- http://www.OceanPowerTechnologies.com/ -- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. The Company's PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also provides WAM-V autonomous surface vessels (ASVs) and marine robotics services. The Company's headquarters is located in Monroe Township, New Jersey and has an additional office in Richmond, California. ONEMETA INC: Signs Software Vendor Program Agreement With Five9 --------------------------------------------------------------- OneMeta Inc. announced it has signed an Independent Software Vendor Program Agreement with Five9. Five9 is one of the leaders in the call center solutions provider marketplace as it uses end-to-end digital engagement, analytics, and workforce optimization to increase agent productivity. Five9 represents over 3,000 enterprise, mid-market, and SMB customers worldwide; with over 350,000 concurrent agent seats, and in 2023 handled over 14 billion recorded call minutes. Nick Delis, SVP of International and Strategic Sales of Five9 stated "Partnering with OneMeta unlocks vast new opportunities for international sales by leveraging their state-of-the-art AI technology. This collaboration will enhance our global reach, enabling businesses to overcome language barriers and drive growth with unprecedented clarity and efficiency." Jessica Shea, ISV Partner Sales Manager of Five9 stated "Partnering with OneMeta opens new avenues for our joint customers to expand internationally by harnessing their cutting-edge AI transcription technology. This collaboration empowers businesses to overcome language barriers, enhancing global communication and driving growth with unmatched precision and clarity." Saul Leal, CEO of OneMeta stated "Securing our partnership with Five9, a leading contact center as a service provider, signifies a major milestone for OneMeta's AI technology. This strategic collaboration empowers Five9's clients and agents to achieve faster, more efficient, and clearer communication for both translation and transcription. By enhancing the customer experience and operational effectiveness, we are setting a new standard in the industry. We anticipate the roll out of our service during this 3rd quarter and our presence on the Five9 website as a trusted partner marks the beginning of a transformative era." Mr. Leal continues, "OneMeta is well positioned as we foresee a fundamental shift in the marketplace as more companies recognize and adopt the value of integrating our advanced AI solutions." About OneMeta OneMeta Inc. is a Multilingual Enablement company focused on breaking down the communication challenges of a world with over 7,100 languages. Its proprietary, end-to-end natural language processing architecture was developed using generative artificial intelligence tools and allows the spoken and written word to be synthesized, translated, and transcribed in less than one second. OneMeta's products support near-real-time web-based and mobile phone-based conversations, discussions, meetings, and online chats in over 150 languages. The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2023 which raises substantial doubt about its ability to continue as a going concern. OPEN COURT: Hilco Sets Sept. 18 Bid Deadline for Sports Complex --------------------------------------------------------------- Hilco Real Estate Sales announces September 18, 2024 as the bid deadline for the sale of the sports complex located at 1808 Woodcreek Bend Lane in Katy, Texas. Built in 2019, this 39,360+/- SF sports complex features four large courts that meet NBA and NCAA regulations for basketball and volleyball. In addition, the courts can also host pickleball, capitalizing on the growing interest in the sport. Retractable bleachers line one wall, providing seating for everything from practices to full-fledged tournaments. Amenities include an on-site medic room, fitness and training area, café with seating and vending machine spaces as well as locker rooms with showers. Situated on 5.46+/- acres, the site offers room for expansion, potentially adding outdoor courts for pickleball, tennis or badminton. With 170 parking spaces and room for additional parking, this property is positioned to capitalize on Texas's sports culture. Katy is situated in the western part of Houston and benefits from proximity to the massive metropolitan area. As of 2022, the city had a population of 22,800--up 4.1% from 2021. Additionally, the Katy Independent School District is ranked #17 in the state and #1 in the Houston area, serving 88,000+/- students with 74 schools. Both Igloo and Academy Sports + Outdoors have established corporate headquarters in the area, helping anchor the economy. The Katy Freeway (I-10 West), the Grand Parkway and the Westpark Tollway easily connect the city to the Energy Corridor and the greater Houston area. Houston, Texas is the fourth largest city and fifth largest metropolitan area in the U.S. From 2021 to 2024, its population grew by 4.79%. The city's central location and world-class transportation infrastructure, including two major international airports and a busy port, provide easy access to domestic and international markets. Houston's low taxes, affordable living and highly skilled workforce has created a favorable business climate. Chet Evans, vice president at Hilco Real Estate, states, "This state-of-the-art facility, built in 2019, is not only strategically located near Houston's booming metropolitan area but also offers extensive amenities and expansion potential. We encourage interested parties to seize this chance to own a versatile property in one of the nation's most dynamic regions." The sale is being conducted by Order of the U.S. Bankruptcy Court District of the Southern District of Texas (Houston), Bankruptcy Petition No. 23-32826, In re: Open Court Sports Complex, LLC. Bids must be received on or before the deadline of September 18 at 5 p.m. (CT) and must be submitted on the Purchase and Sale Agreement available for review and download from Hilco Real Estate Sales's website. Interested buyers should review the requirements in order to participate in the bankruptcy sale process available on Hilco Real Estate Sales's website. For further information, please contact Chet Evans at (847) 418-2702 or cevans@hilcoglobal.com and Jiovanny Restrepo at (847) 386-2282 or jrestrepo@hilcoglobal.com. For further information on the property, sale process, and terms or to obtain access to due diligence documents, please visit HilcoRealEstateSales.com or call (855) 755-2300. About Hilco Real Estate Sales Successfully positioning the real estate holdings within a company's portfolio is a material component of establishing and maintaining a strong financial foundation for long-term success. At Hilco Real Estate Sales (HRE), a Hilco Global company (HilcoGlobal.com), we advise and execute strategies to assist clients seeking to optimize their real estate assets, improve cash flow, maximize asset value and minimize liabilities and portfolio risk. Hilco clients traverse complex transactions and transitions, coordinating with internal and external networks and constituents to navigate ever-challenging market environments. The trusted, full-service HRE team has secured billions in value for hundreds of clients over 20+ years. "We are deeply experienced in complex transactions including artful lease renegotiation, multi-faceted sales structures, strategic asset management and capital optimization. We understand the legal, financial, and real estate components of the process, all of which are vital to a successful outcome." HRE can help identify the most viable options and direction for a company and its real estate portfolio, delivering impressive results in every situation. About Open Court Sports Complex, LLC Open Court Sports Complex, LLC is an indoor basketball, volleyball, pickleball, and floor sports facility in Katy, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32826) on July 28, 2023, with $8,281,574 in assets and $6,208,520 in liabilities. Angela Smith-Duncan, manager, signed the petition. Judge Jeffrey P. Norman oversees the case. Kimberly A. Bartley, Esq., at Waldron & Schneider, LLP, is the Debtor's legal counsel. OPTIO RX: Hires Richards Layton & Finger P.A. as Special Counsel ---------------------------------------------------------------- Optio RX, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A. as special counsel. The Debtor needs the firm's legal assistance in connection with the adversary proceeding (Adversary No. 24-50079) where Skin Medicinals LLC commenced an adversary proceeding styled Skin Medicinals LLC v. Optio Rx, LLC, Ben David, Aurn Suresh Kumar, and Lisa Bassett Ippolito. The firm will be paid at these rates: Jeff Moyer, Director $1,095 per hour Chad Shandler, Director $1,050 per hour Kelly Farnan, Director $1,050 per hour Katharine Mowery, Director $995 per hour Sara Metzler, Associate $775 per hour Edmond Kim, Associate $625 per hour Jessica Blau, Associate $525 per hour Paralegals $395 per hour Case Management Assistants $295 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Consistent with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013, Kelly E. Farnan, Esq. submit the following information: (a) The firm did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; (b) None of the firm's professionals included in this engagement have varied their rate based on the geographic location for these Chapter 11 Cases; (c) The firm did not represent the Debtors prior to the Petition Date; and (d) The firm, in conjunction with the Debtors' advisors, is working with our client on developing an estimated budget and staffing plan for the preliminary injunction phase of these proceedings. Kelly E. Farnan, Esq., a partner at Richards, Layton & Finger, 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: Kelly E. Farnan, Esq Richards, Layton & Finger, P.A One Rodney Square, 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 About Optio RX, LLC Optio Rx, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11188) on June 7, 2024, listing $10,000,001 to $50 million in assets and $100,000,001 to $500 million in liabilities. William E. Chipman, Jr. at Chipman Brown Cicero & Cole, LLP represents the Debtor as counsel. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of OptioRx, LLC and its affiliates. The committee hires Saul Ewing LLP as counsel. OVAINNOVATIONS LLC: Seeks to Tap SSG Advisors as Investment Banker ------------------------------------------------------------------ OvaInnovations, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire SSG Advisors LLC as their investment banker. The firm will provide these services: a. prepare an information memorandum describing the Debtors, and its management and financial status for use in discussions with prospective purchasers and assist in the due diligence process for ta potential sale transaction; b. populate and manage a data room of any necessary and appropriate documents related to the sale; c. assist the Debtor in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Debtor; d. coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum and gain access to the data room; e. assist the Debtor in coordination management calls and site visits for interested buyers and work with the management team to develop appropriate presentations for such calls and visits; f. solicit competitive offers from potential buyers; g. advise and assist the Debtor in evaluating the proposal from potential buyers, structuring the sale transaction, and negotiating the sale transaction agreements with potential buyers; h. provide testimony in support of the sale transaction, as necessary; and i. otherwise assist the Debtor, its attorneys and other professionals, as necessary, through closing on a best-efforts basis. The firm will be compensated as follows: a. Upon approval of this application, SSG shall be paid an initial fee of $40,000. b. SSG shall be paid a monthly fee of $20,000. c. Upon the consummation of a sale transaction, SSG shall be untitled to a fee equal to $250,000; plus 10 percent of the total consideration greater than any stalking horse bid. d. In addition, SSG will be entitled to reimbursement for all of its reasonable and documented out-of-pocket expenses. Neil Gupta, CFA, a managing director at SSG Advisors, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Neil Gupta, CFA SSG Capital Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Tel: (610) 940-2663 Email: ngupta@ssgca.com About OvaInnovations, LLC OvaInnovations, LLC and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Lead Case No. 24-10663) on April 8, 2024, listing $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. Judge Thomas M Lynch presides over the cases. Kristin J. Sederholm, Esq. at Krekeler Law, S.C. represents the Debtors as counsel. PASKEY INCORPORATED: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Paskey Incorporated 128 S. 8th St. La Porte TX 77571 Business Description: The Debtor is a general contractor in La Porte, Texas. Chapter 11 Petition Date: July 28, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-90433 Judge: Hon. Alfredo R Perez Debtor's Counsel: Bennett G. Fisher, Esq. LEWIS BRISBOIS BISGAARD & SMITH 24 Greenway Plaza Suite 1400 Houston TX 77046 Tel: (346) 241-4095 Fax: (713) 759-6830 Email: bennett.fisher@lewisbrisbois.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Curtis W. Paskey as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X5VQ7DA/Paskey_Incorporated__txsbke-24-90433__0001.2.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XWP3HWI/Paskey_Incorporated__txsbke-24-90433__0001.0.pdf?mcid=tGE4TAMA PERFICIENT INC: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned Perficient Inc., a first-time Long-Term Issuer Default Rating (IDR) of 'B+'. The Rating Outlook is Stable. Fitch has also assigned 'BB-'/'RR3' issue-level ratings to Perficient's first-lien revolver and term loan. The ratings and Outlook reflect Perficient's post-transaction EBITDA leverage and low interest coverage. Perficient has demonstrated strong operating performance for the past three years, and Fitch believes this track record positions the company well to take advantage of increasing demand for its technical services. Its EBITDA margin profile has been strong for this sector over the past three years. The company has good financial flexibility, given its low capital intensity, adequate liquidity, and no near-term maturities. Key Rating Drivers Moderate to High Leverage: Fitch-calculated EBITDA leverage when the go-private transaction closes will be 5.0x, which corresponds with 'B' category, and Fitch expects leverage to decline due to revenue growth and incremental margin improvement. Fitch's base case shows leverage falling to 4.7x and 4.5x over the next two years, respectively. This assumes no incremental debt issuance and only modest organic growth of about 2%. Slightly high EBITDA leverage is offset by stable cash flows and strong profitability. Strong Cash Flow, Low Interest Coverage: Perficient's FCF margin has been 10% or higher for the past several years, indicating that the company has been converting more than 50% of EBITDA to cash. The stable cash flows reduce credit risk and could support a higher rating. However, interest expense, which has been minimal, will increase, reducing FCF margin into the high single digits. Fitch expects EBITDA interest coverage to be below 4.0x for the next several years, which is slightly low for the 'B' category. Strong Profitability: The company's EBITDA margins have been 21% to 22% over the past three years; this is higher than comparable tech services companies and is evidence of good utilization rates and solid execution by the management team. Fitch expects the company to expand EBITDA margins through cost savings and shifting more work offshore. However, the company's margin profile supports the rating even if this margin expansion does not materialize. Good Financial Flexibility: Perficient has good flexibility in its capital allocation, in part because capex requirements are only about 1% of revenue. Increased interest expense as the result of the transaction erodes this flexibility to some extent, but management will still have the ability to pursue tuck-in acquisitions without issuing debt. The company's strong FCF and undrawn revolver provide it with strong liquidity, and the soonest maturity is seven years in the future. Increasing Demand for Tech Services: Perficient is well positioned to grow as the demand for its technical services grows in the coming years. The company's service offerings include what most customers consider essential, such as system integrations of third-party software (Sitecore, Salesforce, Adobe). Digital transformation projects are also a focus, including improving customer and user experiences, better digital marketing, data analytics, and preparation for AI projects. Fitch expects the overall market for these services to grow significantly in the coming years, and Perficient's established processes and bench of talent should enable it to participate in that growth. Derivation Summary The 'B+' IDR is reflective of Perficient's elevated leverage and smaller scale relative to peers, offset by strong profitability, FCF generation, and liquidity. Perficient has had industry-leading EBITDA margins for the past three years (20% or higher). This margin profile is higher than investment-grade technology service providers such as Accenture plc (A+/Stable), DXC Technology Company (BBB/Stable), and Kyndryl Holdings, Inc. (BBB/Stable). Perficient's service offerings are more similar to Accenture, since DXC Technology and Kyndryl focus more on infrastructure and IT than Perficient. Capital intensity for Perficient and Accenture are similarly low (~1% of revenue), while it is higher for DXC Technology and Kyndryl. These investment-grade firms dwarf Perficient in revenue, EBITDA, and headcount. Perficient competes in a fragmented market for digital transformation projects, system integrations, customer and user experience design work, and digital marketing initiatives. Its established infrastructure and talent pool position it well to grow as Fitch expects demand for these services to be strong. Key Assumptions - Organic revenue growth modest at 2%. This is a conservative assumption, but assumes that the company moves some of its delivery work to lower-priced markets, which would negatively impact revenue; - EBITDA margin maintained at 2023 levels for the next several years; - Capital intensity of about 1% of revenue; - No incremental debt issuance; - Bolt-on acquisitions resume in late 2025. Recovery Analysis For entities rated 'B+' and below, where default is closer and recovery prospects are more meaningful to investors, Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating or published 'RR' (graded from RR1 to RR6) and is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. - The recovery analysis assumes the company would be reorganized as a going-concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. Fitch envisions a hypothetical situation which might include missteps following an acquisition or failure to deliver significant projects that result in the loss of a large client or the revenue associated with the recently acquired firm. This results in dramatic drop in EBITDA at a time with limited liquidity, forcing the company to negotiate with its creditors. - Fitch estimates going-concern (GC) EBITDA of $140 million - Fitch assumes a 6.0x multiple, which is in line with the agency's assessment of historical trading multiples in the data and analytics industry, sector M&A, and historic bankruptcy emergence multiples Fitch has observed in the technology, media and telecom (TMT) sectors. The recovery analysis results in 'BB-'/'RR3' issue and Recovery Ratings for the first-lien credit facilities. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Leverage sustained below 4.5x; - Interest coverage sustained above 4.5x; - (CFO minus Capex)/Debt sustained above 5%. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Leverage sustained above 5.0x; - (CFO minus Capex)/Debt sustained below 2.5%; - Adoption of a more aggressive capital allocation policy, which could be indicated by debt-funded acquisitions or dividends. Liquidity and Debt Structure Liquidity: The transaction is expected to close, leaving at least $50 million of cash on the balance sheet and an undrawn $280 million revolving credit facility. This provides adequate liquidity given the company's strong margin profile and FCF generation potential. Debt Structure: The take-private transaction includes a first-lien, floating-rate term loan of $935 million, maturing in 2029. Issuer Profile Perficient is a global digital consultancy delivering technology projects for a medium to large enterprises. The company has more than 40 global locations and thousands of strategists and technologists, through which it delivers the scope of its capabilities. Date of Relevant Committee 17 July 2024 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Perficient, Inc. LT IDR B+ New Rating senior secured LT BB- New Rating RR3 PIONEER POWER: Lowers Net Loss to $1.90 Million in 2023 ------------------------------------------------------- Pioneer Power Solutions, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $1.90 million on $41.49 million of revenues for the year ended Dec. 31, 2023, compared to a net loss of $5.42 million on $25.88 million of revenues for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $33.02 million in total assets, $18.80 million in total liabilities, and $14.22 million in total stockholders' equity. At Dec. 31, 2023, the Company had $3,582,000 of cash on hand generated primarily from the sale of common stock under the ATM Program, payment of all unpaid principal and interest from the Seller Notes during the year ended Dec. 31, 2022 and cash flows from operating activities. "We expect to meet our cash needs with our working capital and cash flows from operating activities. We expect our cash requirements to be generally for operating activities, capital improvements and product development. We expect that product development and promotional activities related to our new initiatives will continue in the near future and we expect to continue to incur costs related to such activities. We expect that our cash balance is sufficient to fund operations for the next twelve months from the date our consolidated financial statements are issued," Pioneer Power said in the filing. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001449792/000149315224029269/form10-k.htm About Pioneer Power Pioneer Power Solutions, Inc. -- www.pioneerpowersolutions.com -- designs, manufactures, integrates, refurbishes, services, distributes and sells electric power systems, distributed energy resources, power generation equipment and mobile electric vehicle ("EV") charging solutions. The Company's products and services are sold to a broad range of customers in the utility, industrial and commercial markets. Its customers include, but are not limited to, electric, gas and water utilities, data center developers and owners, EV charging infrastructure developers and owners, and distributed energy developers. The Company is headquartered in Fort Lee, New Jersey and operate from three additional locations in the U.S. for manufacturing, service and maintenance, engineering, and sales and administration. Pioneer Power reported a net loss of $2.17 million in 2021, a net loss of $2.98 million in 2020, and a net loss of $1.03 million in 2019. On May 24, 2024, the Company received a delinquency notification letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company's failure to have timely filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and its continued delay in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2023, with the Securities and Exchange Commission. PRESTO AUTOMATION: Extends Forbearance With Metropolitan Partners ----------------------------------------------------------------- Presto Automation Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 19, 2024, the Company and its wholly owned subsidiary, Presto Automation LLC, entered into an amendment to the Cooperation Agreement, dated May 16, 2024, with Metropolitan Partners Group Administration, LLC, the administrative, payment and collateral agent under the Credit Agreement, dated as of September 21, 2022, Metropolitan Levered Partners Fund VII, LP, Metropolitan Partners Fund VII, LP, Metropolitan Offshore Partners Fund VII, LP and CEOF Holdings LP, and certain significant stockholders. Payments of Interest and Reimbursement of Expenses. Pursuant to the Amendment, the Company is required to make a cash payment to the lenders on or before August 9, 2024 of (1) $375,000, which shall be applied in accordance with the Credit Agreement, and (2) $210,000 in respect of reimbursement of fees and expenses incurred by the Lenders. The failure to timely remit these amounts will be an event of default and shall automatically cause the Interest Rate (as defined in the Credit Agreement) under the Credit Agreement to increase to 18% per annum, effective as of May 16, 2024. The Amendment provides that the Lenders will not exercise remedies as a result of certain continuing events of default under the Credit Agreement, subject to the following agreements and conditions: * If the Company raises net cash proceeds equal to or greater than $1,500,000 in a private offering by July 22, 2024, the Agent and the Lenders agree to extend the Forbearance termination date (the "Termination Date") to August 1, 2024; * If the Company raises additional net cash proceeds equal to or greater than of $2,000,000 (for a total of $3,500,000) or more by August 1, 2024, the Termination Date shall be automatically extended to August 15, 2024; * If the Company raises additional net cash proceeds equal to or greater than of $2,000,000 (for a total of $5,500,000) or more by August 15, 2024, the Termination Date shall be automatically extended to August 29, 2024; and * If the Company raises additional net cash proceeds equal to or greater than of $2,000,000 (for a total of $7,500,000) or more by August 29, 2024, the Termination Date shall be automatically extended to September 15, 2024. Assuming continued Forbearance, the Lenders have agreed to engage in good faith discussions to conclude a binding written agreement with a third party submitted by any Loan Party or Significant Stakeholder (as defined in the Cooperation Agreement) to purchase all of the Lenders' rights and obligations under the Loan Documents, provided that such Offer is (A) for a cash purchase price of at least $20 million, (B) accompanied by a binding commitment by the Borrower to issue one or more promissory notes to the Lenders in an aggregate principal amount equal to fifty percent (50%) of the outstanding balance of the Obligations less the proposed cash purchase price, which Convertible Notes shall be convertible into equity of the Company of the same class and on the same terms as are set out in that certain convertible subordinated note issued to Remus Capital Series B II, L.P. on January 30, 2024, and (C) accompanied by evidence, in form and substance satisfactory to Lenders in their sole discretion, reflecting that the Offer will provide us with operating capital of not less than $12 million, not including the cash purchase price. To the extent that the operating capital contribution is less than $18 million, the amount of the convertible note will be increased by a dollar amount equal to the reduction in the operating capital contribution below $18 million The Company said, "We have agreed to maintain a committee of independent directors to work with the Lenders on the development and execution of a strategic plan to address our obligations under the Credit Agreement and the Cooperation Agreement, including directing our professional advisors to work with the Agent in the development and execution of the Alternative Path, including the identification and solicitation of additional financing sources. We have agreed to (i) provide access to properties, systems and access to various types of information as the Lenders Professionals reasonably request order to perform the agreed scope of work under any applicable engagement agreement or otherwise in connection with any Sale Process or Loan Sale and Agent's and Lenders' exercise of remedies; (ii) make reasonably available our directors, officers, employees and advisors; (iii) permit the Lender Professionals to conduct monitoring and evaluations of the Loan Parties' finances, financial condition, business and operations in order to perform the agreed scope of work; (iv) furnish information when reasonably requested and permit the Lender Professionals to inspect and obtain copies, as available, from the Loan Parties' books and records; (v) provide all information necessary or requested to populate a data room or otherwise facilitate due diligence by potential investors and/or purchasers; and (vi) provide timely updates to Agent, the Lenders, and the Lender Professionals on any changes in the business or expected financial performance that could reasonably be expected to have a material effect on the affairs of the Loan Parties." The Loan Parties have agreed to cooperate and not impede the exercise of the Agent's and Lenders' rights and remedies under the Loan Documents, including, among other things, the realization of their collateral and a potential sale process under Article 9 of the Uniform Commercial Code, a sale under section 363 of the Bankruptcy Code, the appointment of a receiver, trustee or other custodian over all or any portion of the Loan Parties' assets, or to sell and assign the Assigned Interest or engage in discussions or negotiations with any other Person with respect to such a sale and assignment of the Assigned Interest, and the retention of professionals, including, but not limited to, investment bankers to assist with any such Sale Process or Loan Sale. In the event of such outcome, it is likely that the holders of shares of our Common Stock will receive no value and the shares will become worthless. "We, together with our past, present and future successors, assigns, managers, members, officers, directors, agents, employees, professionals and other representatives (in their capacities as such and not in any other capacity), and entities affiliated with Remus Capital and Presto CA LLC (an affiliate of Cleveland Avenue, LLC) together with their respective past, present and future successors and assigns released the Agent and the Lenders from any claims related to our forbearance agreement, the Credit Agreement and any Loan Documents." "On March 21, 2024, we issued to Presto CA LLC a secured promissory note in the principal amount of $4 million, pursuant to which Presto CA made two loans totaling an aggregate of $4 million to us. The first loan was made on March 21, 2024 in the amount of $2 million and the second loan was made on March 30, in the amount of $2 million. The Loans were originally to be repaid no later than May 15. Presto CA has agreed to extend the maturity of the Note to align with the termination of Forbearance." About Presto Automation Presto (Nasdaq: PRST) provides enterprise-grade AI and automation solutions to the restaurant industry. Presto's solutions are designed to decrease labor costs, improve staff productivity, increase revenue, and enhance the guest experience. Presto offers its AI solution, Presto Voice, to quick service restaurants (QSR) and its pay-at-table tablet solution, Presto Touch, to casual dining chains. Some of the most recognized restaurant names in the United States are among Presto's customers, including Carl's Jr., Hardee's, and Checkers for Presto Voice. The Company cautioned in its Quarterly Report for the period ended Sept. 30, 2023, that substantial doubt exists about the Company's ability to continue as a going concern within the next 12 months of the issuance of its report. The Company continues efforts to mitigate the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management's control, the Company cannot offer any assurances they will be effectively implemented. The Company cannot offer any assurance that any additional financing will be available on acceptable terms or at all. If the Company is unable to raise additional capital it would likely lead to an event of default under the Credit Agreement and the potential exercise of remedies by the Agent and Lender, which would materially and adversely impact its business, results of operations and financial condition. PRESTO AUTOMATION: Issues $1.65MM Convertible Note to Remus Capital ------------------------------------------------------------------- Presto Automation Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company executed and issued to Remus Capital Series B II, L.P, an entity affiliated with Krishna Gupta, a member of the Company's Board of Directors, a subordinated convertible note in the principal amount of $1,650,000 in consideration for a cash investment of $1,650,000 from Remus Capital. Interest on the July Note accrues monthly by increasing principal at a rate of 7.5% per annum. The interest rate shall increase to 12% in the case of an event of default. The July Note is convertible into 20,625,000 shares of common stock, par value $0.0001 per share, at the option of the holder at a conversion price of $0.08 per share. The conversion rate is subject to adjustment in connection with any stock split, stock dividend or similar action. The July Note shall convert mandatorily into Common Stock at the then prevailing conversion price immediately prior to (a) a Restructuring Transaction, and (b) a Change of Control transaction with a financial investor (in each case, as such terms are defined in the July Note). For these purposes: The total number of shares of Common Stock that can be issued upon conversion of the July Note and any other securities required to be aggregated with the July Note under applicable rules of the Nasdaq Stock Market is limited to 20% of the outstanding shares of the Company at the time of the conversion of the July Note. The Company cannot provide any assurance that its efforts to comply with Nasdaq Listing Rule 5635(d) will be successful since it is possible that this offering may be aggregated with other previous offerings. In addition, the Company's shares are currently subject to delisting from Nasdaq, although the Company has filed an appeal. The July Note is subject to the terms and conditions of the indebtedness outstanding under the Credit Agreement and additional provisions set forth in the July Note, including, without limitation, (i) the July Note is subordinated to the prior payment in cash in full of the Senior Indebtedness, and (ii) no principal or interest may be paid in cash on the July Note prior to the repayment in cash in full of the Senior Indebtedness. The Company entered into a Registration Rights Agreement with the July Note holder dated July 19, 2024. Under the Registration Rights Agreement, the Company is required to file a registration statement with the SEC within 90 days following the date of the Registration Rights Agreement for purposes of registering the resale of the shares of Common Stock issuable upon conversion of the July Note. The Company is also required to use commercially reasonable efforts to cause the SEC to declare the Registration Statement effective as promptly as possible after the filing of the Registration Statement and no later than the earlier of (i) the 150th calendar day following the date of the Registration Rights Agreement and (ii) the 5th trading day after the date the Company is notified by the SEC that the Registration Statement will not be "reviewed" or will not be subject to further review. The Company is also required to use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act of 1933, as amended until the earlier of (i) such time as all of the registrable securities covered by such Resale Registration Statement have been sold by the holders publicly or pursuant to Rule 144 or (ii) the date that all registrable securities covered by such Registration Statement may be sold by non-affiliates of the Company without volume or manner-of-sale restrictions under Rule 144, and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected holders. About Presto Automation Presto (Nasdaq: PRST) provides enterprise-grade AI and automation solutions to the restaurant industry. Presto's solutions are designed to decrease labor costs, improve staff productivity, increase revenue, and enhance the guest experience. Presto offers its AI solution, Presto Voice, to quick service restaurants (QSR) and its pay-at-table tablet solution, Presto Touch, to casual dining chains. Some of the most recognized restaurant names in the United States are among Presto's customers, including Carl's Jr., Hardee's, and Checkers for Presto Voice. The Company cautioned in its Quarterly Report for the period ended Sept. 30, 2023, that substantial doubt exists about the Company's ability to continue as a going concern within the next 12 months of the issuance of its report. The Company continues efforts to mitigate the conditions or events that raise this substantial doubt, however, as some components of these plans are outside of management's control, the Company cannot offer any assurances they will be effectively implemented. The Company cannot offer any assurance that any additional financing will be available on acceptable terms or at all. If the Company is unable to raise additional capital it would likely lead to an event of default under the Credit Agreement and the potential exercise of remedies by the Agent and Lender, which would materially and adversely impact its business, results of operations and financial condition. REGAL PRESS: Contribution & Continued Operations to Fund Plan ------------------------------------------------------------- The Regal Press Inc. filed with the U.S. Bankruptcy Court for the District of Massachusetts a Disclosure Statement with respect to Plan of Reorganization dated July 11, 2024. The Debtor offers commercial printing and brand management services to organizations of all sizes in the United States and internationally. Using its proprietary, trademarked software, ProcureLink, the Debtor offers brand management services to assist its clients to unify, organize and systemize brand assets. The Debtor began encountering financial difficulties as a result of the COVID-19 pandemic, which caused a sharp downturn in the need for commercial printing services. The accumulated losses from the pandemic were exacerbated when a major customer, JPMorgan, decided to move all of its commercial printing in-house because of concerns with sharing confidential client information with third party vendors. Lastly, on July 13, 2019, the Debtor was sued by Focused Impressions, Inc. and Focused Technology, LLC for breach of contract, among other things. The Debtor commenced this case on March 13, 2024 in order to restructure its finances and propose a plan of reorganization. Over the last 12 months, the Debtor's revenues have improved, and it is actively seeking new sources of revenue and/or investment. While the Debtor believes that its financial prospects have improved and are improving, such improvement was not in time to permit it to avoid this chapter 11 case. The Plan will be funded from the Reorganized Debtor's continued operations and by a contribution from William N. Duffy, Jr., the President of the Debtor, consisting of the amount necessary to: (a) pay up to $30,000 of the security deposit in connection with a sublease with Automationsolutions, Inc.; (b) pay the Allowed Professional Fee Claims; and (c) make a capital contribution of up to $120,000, as needed, to the Reorganized Debtor to be used for working capital. The Plan permits the Debtor to restructure its debts, continue operations and proceed with further development of its customer base. Allowed Secured Claims and Allowed Administrative Expense Claims will be paid in full. General Unsecured Claims will receive a Pro Rata share of: (a) the Plan Payment, consisting of $250,000.00, to be paid in 12 quarterly installments, and (b) 50% of the Net Proceeds of any Avoidance Actions recovered by the Reorganized Debtor. Class 10 consists of the General Unsecured Claims against Ice. In full and final satisfaction, settlement, discharge and release of the Allowed General Unsecured Claims, each holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of: (a) the Plan Payment, and (b) 50% of the Net Proceeds of any Avoidance Actions recovered by the Reorganized Debtor. Class 10 is impaired. The allowed unsecured claims total $2,500,000. Class 11 consists of the Equity Interests in the Debtor. In exchange for the Plan Contribution, the holder of the Equity Interests in the Debtor shall retain his Equity Interests. The Plan will be funded by the Plan Contribution and from the Debtor's continued operations. Upon the Effective Date, the Debtor is authorized to take all action permitted by their Organization Documents (as applicable) and by the law, including, without limitation, to use their Cash and other Assets for all purposes provided for in the Plan and in their operations, to borrow funds, to obtain new financing secured by their Assets (provided such financing is not secured by a Lien senior to the Liens retained by certain creditors under the Plan), and to grant liens on their unencumbered Assets. A full-text copy of the Disclosure Statement dated July 11, 2024 is available at https://urlcurt.com/u?l=lEvxcF from PacerMonitor.com at no charge. Counsel to the Debtor: D. Ethan Jeffery, Esq. MURPHY & KING, PROFESSIONAL CORPORATION One Beacon Street 21st Floor Boston, MA 02108 Tel: (617) 226-3410 Fax: (617) 305-0614 Email: ejeffery@murphyking.com About Regal Press Inc. The Regal Press, Inc., offers commercial printing and brand management services to organizations of all sizes in the United States and internationally. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-10485) on March 13, 2024. In the petition signed by William N. Duffey, Jr., president, the Debtor disclosed up to $10 million in assets and up to $20 million in liabilities. Judge Christopher J. Panos oversees the case. D. Ethan Jeffery, Esq., at MURPHY & KING, PROFESSIONAL CORPORATION, is the Debtor's legal counsel. RINGCENTRAL INC: Fitch Alters Outlook on 'BB' IDR to Positive ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for RingCentral, Inc. (RingCentral) at 'BB'. The Rating Outlook has been revised from Stable to Positive. The Positive Outlook reflects Fitch's expectation that continued earnings growth will support EBITDA leverage improvement to below 3.0x by the end of 2025, which is in line with its positive sensitivity for the ratings. Fitch has also affirmed the 'BB'/'RR4' issue-level ratings of RingCentral's senior unsecured notes due 2030. The ratings are supported by RingCentral's strong Unified Communications as a Service (UCaaS) and Contact Center as a Service (CCaaS) solutions. Subscriptions to these solutions result in a large base of recurring revenue, representing around 95% of total revenue. Annualized Exit Monthly Recurring Subscriptions (ARR) have shown ongoing growth, increasing again in 1Q24. Additionally, the company maintains stable unit economics, as demonstrated by its Average Revenue per User (ARPU), which has remained over $30 per year since 2019. The ratings also reflect Fitch's expectations that RingCentral will deleverage over the next several quarters as the company grows EBITDA, resulting in EBITDA leverage improving to 3.1x or better by the end of 2024. The company's exposure to the small to midsize business (SMB) and middle markets have some sensitivity to economic cycles as well as the company's significant near-term maturities of its convertible notes. Key Rating Drivers Deleveraging Expected: EBITDA leverage improved to low 3.0x as of March 2024 as profitability improved over the past year, driven by solid revenue growth and a tighter focus on operating expenses. The company's cost-cutting plan, implemented in 4Q22 and continuing through 2024, should enhance efficiency, leading to adjusted EBITDA margins in the low to mid 20s. Fitch believes leverage could trend well below 3.0x by YE 2026 via meaningful EBITDA growth and the possibility of debt repayment at 2025-2026 maturities. Fitch also reviews the company on FCF-based leverage metrics, including (CFO-capex)/debt, a metric that has been improving in recent years and ranged from negative in 2021 to 18% in 2023 as FCF grew. Fitch projects this leverage metric to stabilize in the mid-to-high teens over the next few years. Improved FCF Profile: Fitch expects with EBITDA improvements, FCF margins could be stabilized in the low-teens over the forecast period despite an increase in interest expense. Fitch forecasts the company will generate at least $350 million of FCF annually in the FY24-FY26 period with the majority used for share repurchases and also some tuck-in acquisitions. The stable FCF generation provides RingCentral with ample financial flexibility for investments to further strengthen its capabilities around an AI-first multi-product strategy. Fitch notes that RingCentral capitalizes internal-use software development costs, which were $54 million in 2023 and are significant given Fitch's 2023 EBITDA calculation of $503 million, therefore, FCF margins are a key metric for the company's credit profile. Significant Recurring Revenue: Approximately 95% of RingCentral's revenue is recurring, providing some visibility into its revenue stream, and its net dollar retention was over 99% at the end of 1Q24. The company's annualized exit monthly recurring subscriptions have been growing and improved from $2.10 billion at the end of 2022 to $2.33 billion at the end of 2023. At the end of 1Q23, they grew 10% yoy to $2.37 billion. ARPU has been steady at over $30 since 2019. SMB Exposure: RingCentral's cloud-based communication solutions have seen significant adoption by SMB customers across its UCaaS and CCaaS business. In general, SMB clientele historically have higher churn and are more sensitive to economic cycles leading to longer sales cycles; however, RingCentral finds that this is somewhat mitigated by the company's mission critical communication and customer engagement platform, which supports the trend towards remote and global workforces. Competitive Environment: Fitch believes there is intense competition in the UCaaS and CCaaS segment of the market due to its fragmentation and limited barriers to entry. The UCaaS and CCaaS market require constant product innovation due to ever-changing business and consumer needs. RingCentral is able to maintain its strong position for SMB and mid-market customers due to its product-led growth through its diverse offerings, which provide significant value to its end-users. Evolving Industry Demand: Since the onset of the pandemic, the concept of hybrid work has been brought to the forefront globally. The incorporation of this remains a major theme across several workspaces. Hybrid work has enabled RingCentral's global user base to utilize its products to communicate across several devices including smartphones, tablets, PC's and desk phones. These forms of flexible communication have enabled employees to be productive in ways that traditional on-premise systems do not support. RingCentral's solutions enable distributed workforces, improving the capability of business operating remote offices across the globe through its cloud-based software solutions. Its location-independent nature enables business communication with a single identity thus supporting multinational workforces globally while reducing the complexities of on-premise solutions and private branch exchanges. Near-Term Maturities: RingCentral has $161 million of convertible notes due in March 2025 and $609 million of convertible notes due in March 2026. RingCentral will be reliant on its access to the capital markets in the near term in order to refinance the looming debt maturities. Fitch believes the company will be able to refinance the two tranches of debt barring any shocks to the capital markets. Derivation Summary RingCentral is a publicly traded company that offers cloud-based communications and collaboration software solutions. Its software offerings utilize AI-powered conversation intelligence to improve business outcomes. RingCentral's IDR of 'BB' reflects the company's size and scale as well as its credit profile. RingCentral's rating is one notch lower than Open Text Corporation (OTEX; BB+/Stable Outlook) and Gen Digital (GEN; BB+/Negative Outlook). Compared with OTEX and GEN, RingCentral has smaller size, lower EBITDA margins, and lower FCF margins. Fitch expects that leverage for both OTEX and GEN will decrease over the next several quarters, potentially reaching around 3.5x by the end of 2025, while Fitch anticipates RingCentral's leverage to fall below 3.0x in the same time frame. Fitch estimates that RingCentral's adjusted EBITDA margins will be around mid-20s%, whereas OTEX may have EBITDA margins in the 30's% and GEN will be around 50s%. GEN is different than RingCentral and OTEX in that it serves consumers. Key Assumptions - Revenue growth in the high-single-digit range; - EBITDA margins maintained in the low to mid 20s over the rating horizon; - Capex maintained in the historical range of 3.5%-4.5% as a percentage of revenues; - Share repurchases continue throughout the rating horizon; - 2026 convertibles are refinanced with debt; - Tuck-in acquisitions of $100 million in total throughout the rating horizon. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch's expectation of EBITDA leverage below 3.0x; - Fitch's expectation of (CFO-capex)/debt in the mid-teens or better; - Consistently low-teen FCF margins or higher. Factors that Could, Individually or Collectively, Lead to Stabilizing the Rating - Fitch's expectation of EBITDA leverage above 3.0x and/or growth slows further to mid-single digit or lower. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch's expectation of EBITDA leverage above 3.75x on a sustained basis; -(CFO-capex)/debt below 7% on a sustained basis; - Evidence of negative organic growth driven by elevated churn and/or erosion of EBITDA and FCF margins; - Significant debt-financed acquisitions or share repurchases that significantly weaken the company's credit profile for a prolonged period of time Liquidity and Debt Structure Liquidity & Debt: RingCentral has fairly strong liquidity, consisting of $203 million of cash & equivalents, $225 million of revolver availability, and access to $75 million of undrawn capacity on its delayed draw term loan as of March 31, 2024. Fitch projects that the company's liquidity also benefits from low-teens FCF generation. RingCentral has remaining maturities in 2025 and 2026 consisting of $161 million and $609 million of convertible notes, respectively. Fitch notes that RingCentral has $200 million of Series A preferred that are treated as 100% debt. The preferred equity series include a provision requiring redemption for cash under a Change of Control. Under Fitch's "Corporate Hybrids Treatment and Notching Criteria", this negates equity credit. Issuer Profile Ring Central, Inc. offers cloud-based business communications and collaboration software solutions. Its software offerings also utilize AI-powered conversation intelligence to improve business outcomes. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- RingCentral, Inc. LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB RIOT PLATFORMS: Acquires Block Mining for $92.5 Million ------------------------------------------------------- Riot Platforms, Inc., announced July 23 that it has acquired Block Mining, Inc., a Kentucky-based vertically integrated Bitcoin miner, for total consideration at closing of $92.5 million. Riot paid the purchase price through $18.5 million of cash from its balance sheet plus $74 million of Riot common stock. Additional consideration, up to a maximum of $32.5 million, can be earned by Block Mining through 2025 through the execution of additional power purchase agreements to add additional power capacity. The acquisition of Block Mining immediately increases Riot's hash rate, expands Riot's footprint geographically, and provides exposure to additional energy markets outside of ERCOT. Block Mining is a vertically integrated Bitcoin miner consisting of two operational sites, both in Kentucky, totaling 60 MW of operational capacity with potential to expand up to 155 MW. Of the existing and operational 60 MW, 23 MW are currently being used for self-mining, 19 MW are vacant and available for immediate miner deployment, and 18 MW are contracted by Bitcoin mining tenants under hosting agreements. Approximately 8 MW of the 18 MW of contracted hosting agreements have change of control provisions and will be available for self-mining by Riot in 60-90 days. Riot intends to further expand Block Mining's two sites, targeting 110 MW for self-mining operations by the end of 2024. Additionally, Block Mining owns a greenfield expansion opportunity also in Kentucky, adjacent to an existing substation, presenting an opportunity to develop 60 MW and with potential to expand to 150 MW. Block Mining is a capital efficient developer and operator of Bitcoin mining facilities with an experienced management team that will add to Riot's ability to execute on its leading vertically integrated strategy. The team will remain in place to operate existing assets in Kentucky and drive expansion by leveraging strong local relationships, access to Riot's balance sheet and its long-term fixed price hash rate agreement with MicroBT. Block Mining's sites are serviced by various power companies including the Tennessee Valley Authority (TVA) and Big Rivers Electric Corporation in the Midcontinent Independent System Operator ("MISO") region. MISO facilitates one of the world's largest energy markets and offers four demand response programs allowing users to employ a sophisticated power strategy. Block Mining can expand its operating capacity up to 110 MW under existing agreements and has identified a pipeline that could bring operations in Kentucky to an aggregate of over 300 MW across three sites, subject to executing requisite PPAs. "The acquisition of Block Mining marks a significant milestone for Riot as we continue to expand our growth pipeline," said Jason Les, CEO of Riot. "This transaction allows us to diversify our operations nationally and accelerate Block Mining's expansion in Kentucky. With a combined 60 MW of existing developed capacity, and a pipeline to rapidly scale to over 300 MW, this acquisition expands our operations and further enhances our path towards our growth target of 100 EH/s. The acquisition of Block Mining also diversifies Riot geographically into new power markets and brings onboard a proven operating team. We are excited to welcome the talented Block Mining team to Riot and look forward to working together to execute on these new expansion opportunities in Kentucky." "In assessing potential acquisition partners, it became evident that Riot Platforms not only shares our vision for an energy-efficient Bitcoin miner, but also a complementary culture that values teamwork, creativity, and a relentless pursuit of excellence," said Michael Stoltzner, CEO and Co-founder of Block Mining. "Together, we are excited to leverage our collective strengths and expertise to build Bitcoin-first data centers that will propel us to the forefront of the industry. "This partnership presents a unique opportunity for Riot to expand geographically in a cost-effective manner, tapping into new energy markets in the great state of Kentucky. By combining our resources and knowledge, we are confident in our ability to scale operations efficiently and sustainably, while delivering value to Riot shareholders. As we embark on this transformative journey, we are filled with excitement and optimism for what Block Mining brings to the Riot family. The Block Mining team, led by Erik Ellingson, Jeremy Witten and I look forward to working closely with the talented team at Riot to push the boundaries of what is possible and to lead the way in shaping the digital landscape of tomorrow," he added. Transaction Details A total purchase consideration of $18.5 million in cash was paid in connection with the closing of the transaction plus Riot common stock equal to $74 million based on the volume weighted average share price (VWAP) of Riot common stock over the 20-trading-day period ending on July 18th, 2024. In addition, the sellers may be entitled to receive additional earn-out payments subject to the satisfaction of certain milestones related to executing the identified pipeline for the 2024 and 2025 calendar years. Advisors and Counsel Stifel acted as exclusive financial advisor to Riot, and Greenberg Traurig, LLP served as legal counsel to Riot. XMS Capital Partners, LLC acted as exclusive financial advisor to Block Mining, and Winston & Strawn LLP served as legal counsel to Block Mining. About Riot Platforms Headquartered in Castle Rock, Colorado, Riot Platforms Inc. -- www.riotplatforms.com -- is a vertically integrated Bitcoin mining company principally engaged in enhancing its capabilities to mine Bitcoin in support of the Bitcoin blockchain. The Company also provides comprehensive and critical infrastructure for institutional-scale Bitcoin mining at its large-scale Bitcoin mining facilities in Rockdale, Texas and Navarro County, Texas. The Company's Rockdale Facility is believed to be the largest single Bitcoin mining facility in North America, as measured by developed capacity, and the Company is currently evaluating further growing its capacity. Additionally, the Company is developing the Corsicana Facility, its second large-scale Bitcoin mining facility, which, upon completion, is expected to have approximately one gigawatt of Bitcoin mining capacity. Riot Platforms reported a net loss of $49.47 million in 2023, a net loss of $509.55 million in 2022, a net loss of $15.44 million in 2021 (as restated), a net loss of $14.11 million in 2020 (as restated), a net loss of $20.30 million in 2019, and a net loss of $60.21 million in 2018. ROCK CRUSHING: Unsecureds Will Get 30% of Claims in Plan -------------------------------------------------------- Rock Crushing Solutions, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a Subchapter V Plan of Reorganization. The Debtor is a California Corporation established in July of 2016 by its sole shareholder and president, Jeremy Soiland. Debtor is in the business of crushing concrete to be recycled. Prior to purchasing the equipment used in the business, Debtor leased equipment similar to the equipment purchased by Debtor in 2023. Debtor was unable to pay the leasing companies that extended credit to the Debtor because the Debtor was not paid for the work it had completed. The Debtor also fell behind in payroll taxes to the IRS, the California Employment Development Department, and the payment of Union benefits. Debtor commenced this bankruptcy to restructure the debt it could not pay. This is an operating Plan. The Debtor will continue to operate its business and will use revenues generated from that operation to fund the Plan. Upon approval of the Plan, the Plan will be binding upon all creditors and equity interest. Class 8 consists of all Allowed General Unsecured claims for unpaid operating expenses that were incurred prior to the commencement of this case. The Debtor shall pay the Class 3.08 claimants $270,000 in $15,000 quarterly disbursements, distributed pro rata, commencing January 1, 2025, and continuing on the first day of each quarter thereafter until the entire $270,000 has been distributed. The Debtor will fund the quarterly payments from a payment of $5,000 per month to a disbursing account to be established at Wells Fargo Bank. Debtor estimates the Class 3.08 claimants will be paid approximately 30% of their Allowed Claims. The following is a schedule of the approximate quarterly payments to each claimant based on the amount scheduled by Debtor and the claims filed. The estimated payments may change depending on the claims that are filed, but the $270,000 that is to be disbursed will not change. Class 8 claimants are impaired under the Plan. Class 9 consists of the contingent and unliquidated claim of the Pension. The Proof of Claim filed by the Class 9 claimant was filed in anticipation of Debtor, at some point in the future, either rejecting Debtor's contract with the claimant or Debtor ceasing operation. In the improbable event Debtor rejects its contract with the claimant, Debtor will seek leave of the court to address the claim through an amended Plan. If Debtor ceases operation, Debtor will shortly thereafter convert the case to chapter 7 at which time claimant may participate in the converted case along with the other creditors. The Plan provides that Debtor will continue to pay from its operating account the secured claims of Commercial Credit Group and CIG Financial without modification of the terms or the balance due. Debtor will also pay from the operating account the secured claims of the California Employment Development Department (the "EDD") and the Internal Revenue Service ("IRS"). The total of all plan payments is approximately $230,000 per year. Debtor projects an income of roughly $290,000 per year, after payment of operating expenses from which to fund the Plan payments. The final $4,770 payment to Commercial Credit Group on one of the four loans will be in October of 2024. The $4,770 will be deposited to an account at Wells Fargo Bank each month to fund the quarterly distributions to the unsecured creditors. The final $2,115 payment to the California Employment Development will also be in October of 2024. The $2,155 will be paid directly to the Priority Claim of Pension Trust. A full-text copy of the Subchapter V Plan dated July 11, 2024 is available at https://urlcurt.com/u?l=w36t8J from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael Fallon, Esq. Michael Fallon, Jr., Esq. 100 E Street, Suite 219 Santa Rosa, CA 95404 Tel: (707) 546-6770 Email: mcfallon@fallonlaw.net Email: fallonmcf@fallonlaw.net About Rock Crushing Rock Crushing Solutions, Inc., offers on-site mobile rock crushing, recycling and screening services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 24-21595) on April 17, 2024, with $810,796 in assets and $1,422,550 in liabilities. Jeremy Soiland, president/CEO, signed the petition. Judge Christopher D. Jaime presides over the case. Michael C. Fallon, Esq. at the LAW OFFICES OF MICHAEL C. FALLON is serving as the Debtor's legal counsel. ROYSTONE ON QUEEN: Hires Wathen Leid Hall as Special Counsel ------------------------------------------------------------ Roystone On Queen Anne LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Wathen, Leid, Hall & Rider, P.C. as special counsel. The Debtor needs the firm's legal assistance in connection with the claims against Citymark Capital, 5 Roy SEA1, LLC, and other potential parties. The firm will be paid at these rates: Rick J Wathen $500 per hour Associate $200 to $300 per hour Paralegal $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rick J Wathen, a partner at Wathen, Leid, Hall & Rider, 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: Rick J Wathen, Esq. Wathen, Leid, Hall & Rider, P.C. 222 Etruria St. Seattle, WA 98109 Tel: (206) 622-0494 About Roystone On Queen Anne LLC Roystone on Queen Anne, LLC owns a newly-constructed residential apartment complex commonly known as the Roystone Apartments located at 5 W Roy Street, Seattle, Wash. The property has an an appraised value of $39,056,543. Roystone on Queen Anne filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 24-11462) on June 12, 2024, listing $39,433,126 in assets and $35,776,259 in liabilities. James H. Wong, manager of Vibrant Cities, LLC, signed the petition. Judge Christopher M Alston oversees the case. Bush Kornfeld, LLP serves as the Debtor's legal counsel. RSA SECURITY: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) at 'B-' for the following entities: Redstone Buyer LLC, Redstone Holdco 2 LP, Redstone Intermediate (FRI) Holdco LLC, Redstone Intermediate (NetWitness) Holdco LLC, Redstone Intermediate (SecurID) Holdco LLC, and Redstone Parent LP. These entities collectively operate as RSA Security, LLC. The Rating Outlook remains Stable. Fitch has also affirmed the first-lien senior secured credit facility at 'B'/'RR3', and second-lien senior secured credit facility at 'CCC'/'RR6'. The ratings and Outlook reflect the adequate liquidity in spite of Fitch's forecasted stagnant operating performance and continuing negative FCF generation as a result of the company's inability to regain revenue growth momentum and high interest expenses. The company's liquidity is supported by its $66.8 million cash on balance sheet at the end of Q1 fiscal 2025 and $175 million undrawn revolving credit facility providing RSA sufficient liquidity beyond the next 24 months. Fitch forecasts interest expenses to decline, consistent with forecasted decline in SOFR rates. Fitch forecasts EBITDA interest coverage to be between 1.1x-1.3x through fiscal 2028. Key Rating Drivers Adequate Financial Flexibility: Fitch estimates RSA to have over $60 million cash on balance sheet exiting fiscal 2025 and full availability of its $175 million revolving credit facility. Fitch expects RSA to manage its operations to achieve near break-even FCF to maintain sufficient liquidity by through fiscal 2028. Weak Credit Metrics: The combination of high debt levels and operational underperformance since the separation from Dell has resulted in financial leverage higher than previously estimated. Fitch estimates gross leverage to remain over 8x through fiscal 2028. These challenges along with high interest expenses are contributing to EBITDA/interest coverage to remain below 1.5x. Stabilized Operations: Fitch expects total revenue to grow modestly through its forecast period as RSA Security narrows its focus on growing the remaining business units after the divestiture of Archer. With the liquidity position, Fitch believes the company has sufficient operational flexibility to address its operational challenges. The company had previously been constrained by the complexity in separating from Dell and lack of financial flexibility as its operations suffered significant contraction as its end-markets unwound from pandemic peak-demand. Secular Growth Markets: Despite the demand volatility experienced through the pandemic, greater adoption of identity and access management (IAM) in support of greater workforce mobility should support continuing growth for the niche cybersecurity segment. However, these markets are fragmented and increasingly competitive as larger competitors could bundle IAM with other enterprise software offerings. Modernizing Brand Perception: RSA Security retained three legacy brands: SecurID, NetWitness and Outseer after the divestiture of Archer. With the added financial flexibility, the company began focusing on modernizing the perception of these brands to regain their competitiveness. SecurID is transforming itself to a modern identity security platform, away from only authentication. RSA Security is reinvesting in NetWitness to improve its capabilities. Outseer is modernizing its brand from a legacy platform. These efforts along with restructured GTM organizations are intended to regain RSA's growth momentum. Significant Competition: Fitch expects RSA to be exposed to intensifying competition across each of its core end markets, including market leaders, which are larger and have greater financial flexibility. SecurID is recognized as a market leader in the identity management market in the increasingly more-competitive market. Outseer has seen its Net Promotor Scores improve, suggesting improving market perception. NetWitness is in the process of realigning its resources to meet market needs. Derivation Summary Fitch's ratings for RSA Security are supported by the company's mature technology platforms and strong brand value that result in a stable customer base. After divesting Archer, RSA Security has regained both financial flexibility and operational flexibility to refocus on modernizing the remaining products: SecurID, NetWitness and Outseer. The broader enterprise-security market has been growing, supported by greater awareness around security breaches and the increasing complexity of IT networks and applications. Within the broader enterprise security market, peers include Gen Digital (fka NortonLifeLock; BB+/Negative), Imprivata (B/Stable), and Ivanti (B/Stable). RSA Security has smaller revenue scale and lower EBITDA margins than NortonLifeLock. Imprivata and Ivanti operate in similar identity and access management niche segment as RSA Security. Key Assumptions - Revenue growth in the low single digits; - EBITDA margins in the mid 30's; - Capex intensity stable near 4.5%; - No acquisitions or dividends through fiscal 2028. Recovery Analysis KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes that RSA Security would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. GC Approach - In the event of distress, Fitch assumes RSA Security would suffer from greater customer churn and margin compression on a lower revenue scale. RSA Security's GC EBITDA is assumed to be $106 million, approximately 35% below fiscal 2025 Fitch adjusted pro forma EBITDA of $164 million. The company experienced significant revenue volatility through the pandemic and Fitch believes revenues have returned to normalized levels. The increasing recurring revenue and high customer retention rates provide significant visibility to future profitability; - The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch based the enterprise valuation; - An enterprise value (EV) multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the following factors: - The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x; - Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x,8.1x, and 5.5x, respectively; - The highly recurring nature of RSA Security's revenue supports EBITDA multiple near the high-end of the range; - Fitch arrives at an EV of $689 million. After applying the 10% administrative claim, adjusted EV of $620 million is available for claims by creditors. This results in a 'RR3' Recovery Rating for RSA Security's first-lien credit facilities and 'RR6' Recovery Rating for the second-lien credit facility. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage sustained below 7.0x; - CFO-capex/debt sustained above 5%; - Sustained revenue growth of mid-single digits, implying stable market position. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Insufficient liquidity position to fund FCF deficit for the next 12 months-24 months; - CFO-capex/debt sustained below 0%; - EBITDA interest coverage sustaining below 1.5x; - Sustained negative revenue growth and profit margin erosion, signaling greater competitive intensity. Liquidity and Debt Structure Constrained Adequate Liquidity: The company had over $60 million of cash on its balance sheet and full availability of its $175 million revolving credit facility at the end of Q1 fiscal 2025. Fitch forecasts the company's cash position to remain near $60 million exiting fiscal 2025. With the backdrop of stagnant operating performance, Fitch believes the company is able to manage its cost structure while stabilizing revenue trajectory for near breakeven FCF to sustain cash position. Debt Structure: RSA Security's term loans have maturity dates of 2028 for the first lien and 2029 for the second lien. The revolver matures in 2026. Issuer Profile RSA Security was a carve-out from Dell Technologies that operates with four distinct products: SecurID and NetWitness in the Cybersecurity category, and Fraud & Risk Intelligence (OutSeer) in Risk Management category. ESG Considerations RedStone Buyer, LLC has an ESG Relevance Score of '4' for Management Strategy due to operational challenges since separation from Dell, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. RedStone Buyer, LLC has an ESG Relevance Score of '4' for Financial Transparency due to history of inability to provide timely updates, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Redstone Intermediate (SecurID) HoldCo LLC LT IDR B- Affirmed B- Redstone Intermediate (FRI) HoldCo LLC LT IDR B- Affirmed B- Redstone Parent LP LT IDR B- Affirmed B- Redstone Intermediate (NetWitness) HoldCo LLC LT IDR B- Affirmed B- RedStone Buyer, LLC LT IDR B- Affirmed B- senior secured LT B Affirmed RR3 B Senior Secured 2nd Lien LT CCC Affirmed RR6 CCC Redstone Holdco 2 LP LT IDR B- Affirmed B- SALTWIRE NETWORK: Postmedia Agrees to Acquire Assets Under CCAA --------------------------------------------------------------- Postmedia Network Inc., a wholly owned subsidiary of Postmedia Network Canada Corp. announced that it has entered into an agreement to acquire certain businesses and assets of Saltwire Network Inc. and The Halifax Herald Limited, Atlantic Canada's largest media company, which is currently under Companies' Creditors Arrangement Act protection. This potential acquisition aligns with Postmedia's commitment to preserving local journalism and supporting the communities it serves. Commitment to Preserving Local Journalism Local journalism is essential for keeping communities informed and connected. Saltwire, with over a dozen media titles, plays a crucial role in this regard. "If the transaction can be completed, Postmedia intends to provide the necessary back office resources and operational infrastructure to ensure there continues to be reliable and high-quality local news provided to the affected communities," said Andrew MacLeod, President and Chief Executive Officer of Postmedia. Readers would continue to enjoy stories reported by local journalists, supported by the voices and opinions that Canadians across the country rely on for information, diverse perspectives, and unique insights into national and international developments. Ensuring Long-Term Viability This acquisition is crucial for the long-term sustainability of this important regional network, which faces an uncertain future without intervention. "Saltwire filed for CCAA protection after years of financial difficulties, underscoring that its current operational model is unsustainable. In order to save critical journalism jobs, we will need the support of the relevant unions to help construct a viable business model," Mr. MacLeod said. The potential acquisition is subject to various conditions, including satisfactory outcomes with unions and other stakeholders, the completion of definitive transaction documentation, and court approval. Given the ongoing financial pressure, it is imperative that key conditions be satisfied by August 5, with an outside close date of August 26. "We urge all stakeholders, including employees and community leaders, to support our efforts. The future of local journalism in the Atlantic provinces depends on everyone's cooperation in a successful restructuring," Mr. MacLeod said. About Postmedia Network Canada Corp. Postmedia Network Canada Corp. (TSX:PNC.A, PNC.B) is the holding company that owns Postmedia Network Inc., a Canadian newsmedia company representing more than 130 brands across multiple print, online, and mobile platforms. Award-winning journalists and innovative product development teams bring engaging content to millions of people every week whenever and wherever they want it. This exceptional content, reach and scope offers advertisers and marketers compelling solutions to effectively reach target audiences Our expertise in home delivery and expanding distribution network powers Postmedia Parcel Services. For more information, visit www.postmedia.com, www.postmediasolutions.com and www.postmediaparcelservices.com. About SaltWire Network SaltWire Network Inc. -- https://www.saltwire.com/ -- is a Canadian newspaper publishing company owned by the Dennis-Lever family of Halifax, Nova Scotia, owners of The Chronicle Herald. SAS AB: CAVIC Bid for More Administrative Expense Claims Denied --------------------------------------------------------------- The Honorable Michael E. Wiles of the United States Bankruptcy Court for the Southern District of New York ruled in favor of SAS AB and its affiliated debtors with regard to the proposed administrative expense claims filed by CAVIC 31 Designated Activity Company and CAVIC 41 Designated Activity Company. The Convention on International Interests in Mobile Equipment and its related Protocol on Matters Specific to Aircraft Equipment provide a mechanism for the international creation and registration of security interests and other interests in aircraft. Alternative A of Article XI of the Protocol contains provisions that, if adopted by a Contracting State, may govern the use of aircraft by borrowers or lessees who are the subject of insolvency proceedings. In cases where it does apply, however, Alternative A states that at the end of a designated waiting period a debtor must return an aircraft to the secured lender or lessor unless the debtor has cured all outstanding defaults (other than defaults represented by the existence of the insolvency proceedings) and agrees to perform its future obligations under the relevant agreements. The Debtors filed their chapter 11 petitions in this Court on July 5, 2022. At that time the Debtors leased two aircraft from the CAVIC entities. In November 2022 the Court approved stipulations between the Debtors, CAVIC and other parties regarding the Debtors' continued use of the aircraft. The Stipulations stated that the parties reserved their respective rights as to whether the aircraft were subject to the provisions of the Cape Town Treaty, the Protocol and/or Alternative A thereunder, without admitting the applicability of the same. They also agreed that: (1) The waiting period under section 365(d)(5) of the Bankruptcy Code, and (to the extent it was applicable) the waiting period under Article XI of Alternative A to the Protocol, was extended through the end of a designated Extension Period; (2) The extension of the waiting period did not constitute an election under Alternative A to cure defaults or to perform all future obligations; and (3) In consideration for the extension of the waiting period, the Debtors would make monthly payments for the use of the aircraft. Those monthly payments were less than the amounts specified in the pre-bankruptcy leases and were based on the Debtors' assessments of market rents for the aircraft. CAVIC reserved its right to argue that Alternative A was applicable; that during the extended waiting period the Debtors were legally obligated, under Alternative A, to pay the full rentals specified in the underlying leases (rather than the reduced amounts set forth in the Stipulations); and that the Debtors would also be obligated to pay post-petition administrative claims for failures to comply with return conditions and/or with maintenance provisions of the leases. The Debtors reserved their rights to oppose any such requests. The Debtors ultimately rejected the pre-petition leases and they did so before the extended waiting periods expired. The Debtors later entered into a new lease for one of the aircraft, and CAVIC re-leased the other aircraft to another party. CAVIC filed proofs of claim relating to the rejection of the leases and the Debtors' postpetition use of the aircraft. CAVIC contends that Alternative A is applicable to the leases and to the aircraft and that it required the Debtors, during the waiting period, to pay the full rental rates specified in the leases. CAVIC also contends that it is entitled to assert administrative expense claims with regard to the Debtors' alleged failures to comply with the return conditions for one aircraft and with maintenance requirements for another aircraft. The Debtors objected to these claims in their thirty-second and thirty-fourth omnibus objections to claims. The parties made numerous submissions in support of and in opposition to the objections (including the filing of expert witness reports) and the Court held a hearing on July 17, 2024. Based on the evidence at the July 17, 2024 hearing, and the wording of Alternative A to the Protocol, the Court ruled in favor of the Debtors with regard to the proposed administrative expense claims that CAVIC had filed. The Court concluded that Article XI of Alternative A to the Protocol does not compel the results that CAVIC seeks for two reasons: 1. The evidence showed that Alternative A is not applicable to the relevant leases and aircraft. By its terms, Article XI of the Protocol (which includes Alternative A) "applies only where a Contracting State that is the primary insolvency jurisdiction has made a declaration pursuant to" certain other provisions of the Convention. The parties agree that for purposes of the Protocol the "primary insolvency jurisdiction" of a debtor is the place where the debtor has its center of main interests. They further agree that in this case the Debtors had their centers of main interest in Sweden. The Court points out the expert witness report and testimony by Dr. Riz Mokal showed that Sweden has adopted Alternative A for purposes of its domestic law, but that Sweden has never made the declaration required by Article XI of the Protocol. In the absence of such a declaration, Alternative A (as adopted domestically by Sweden) has no international effect and is not applicable in this US bankruptcy case, the Court holds. 2. Even if Alternative A were applicable it would not have the effect that CAVIC contends, the Court concludes. According to the Court, Alternative A provides that at the end of the waiting period a debtor must return an aircraft, unless at that time the debtor agrees to cure defaults and to make future payments in accordance with the terms of the applicable lease or security agreement. However, in these cases the waiting period was extended, and the Debtors never made the "election" that would have triggered a post-petition obligation to make the full lease payments, the Court states. Instead, the Debtors rejected the relevant leases before the waiting period expired, the Court adds. There is nothing in Alternative A that specifies the claims that a lessor may assert for the use of aircraft during a waiting period, and nothing that specifies the priority of such a claim (i.e., whether it would be regarded as a postpetition administrative obligation or a prepetition general unsecured claim), the Court finds. The Debtors acknowledge that they failed to make the final payments due under the Stipulations and that CAVIC is entitled to administrative expense claims of $375,000 with respect to MSN 1660 and $435,000 with respect to MSN 9173. CAVIC's requests that it be allowed an additional administrative expense claim for the difference between the stated lease rentals and the amounts specified in the retention stipulations is denied, the Court says. CAVIC also has asked for administrative expense treatment of a contractual "end of lease" maintenance payment of $5.5 million with respect to the aircraft numbered MSN 9173. That request also is denied, the Court says. That obligation by its terms was triggered by the rejection of the lease, not by the use of the aircraft during the waiting period, and so any obligation would be a pre-petition unsecured claim. A copy of the Court's decision dated July 22, 2024, is available at https://urlcurt.com/u?l=pPbNgT Attorneys for the Debtors: David. N. Griffiths, Esq. Gary T. Holtzer, Esq. Kelly DiBlasi, Esq. Lauren Tauro, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153-0119 E-mail: david.griffiths@weil.com gary.holtzer@weil.com kelly.diblasi@weil.com lauren.tauro@weil.com Attorneys for CAVIC 31 Designated Activity Company and CAVIC 41 Designated Activity Company: John G. Kissane, Esq. Celinda J. Metro, Esq. WATSON FARLEY & WILLIAMS LLP 120 West 45th Street, 20th Floor New York, NY 10036 E-mail: jkissane@wfw.com cmetro@wfw.com About Scandinavian Airlines SAS SAB -- https://www.sasgroup.net/ -- Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and Stockholm, is flying to destinations in Europe, USA and Asia. In addition to flight operations, SAS offers ground handling services, technical maintenance, and air cargo services. SAS is a founder member of the Star Alliance, and together with its partner airlines offers a wide network worldwide. SAS AB and its subsidiaries, including Scandinavian Airlines Systems Denmark-Norway-Sweden and Scandinavian Airlines of North America Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5, 2022. In the petition filed by Erno Hilden, authorized representative, SAS AB estimated assets between $10 billion and $50 billion and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP as global legal counsel; Mannheimer Swartling Advokatbyra AB as special counsel; FTI Consulting, Inc., as financial advisor; Ernst & Young AB as tax advisor; and Seabury Securities, LLC, and Skandinaviska Enskilda Banken AB as investment bankers. Seabury is also serving as restructuring advisor. Kroll Restructuring Administration, LLC is the claims 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. The committee is represented by Willkie Farr & Gallagher, LLP. SCOTTY'S RV: Seeks to Hire M. Cyrus Mosley CPA as Accountant ------------------------------------------------------------ Scotty's RV Parts & Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire M. Cyrus Mosley, CPA, PA as its accountant. The accountant's services include: a. preparing records and reports as required by the Bankruptcy Rules, Interim Bankruptcy Rules and the Local Bankruptcy Rules; b. preparing applications, motions, and proposed orders to be submitted to the Court; c. identifying and prosecuting claims and causes of action assertable by the Debtor on behalf of the estate; d. examination of proofs of claim previously filed and to be filed and the possible prosecution of objections to certain of such claims; e. advising the Debtor and preparing documents in connection with the contemplated ongoing operation of the the Debtor's business; f. advising the the Debtor and preparing documents in connection with the liquidation of the assets of the estate including analysis and collection of outstanding receivables; and g. assisting and advising the the Debtor in performing his other official functions as set forth in the Bankruptcy Code. M. Cyrus Mosley, CPA, PA is a "disinterested person" as defined in 11 U.S.C. 101(14), according to court filings. The firm can be reached through: M. Cyrus Mosley, CPA M. Cyrus Mosley, CPA, PA 34 W. Colt Square, Suite 2 Fayetteville, AR 72703 Tel: (479) 443-9811 Fax: (479) 443-3394 About Scotty's RV Parts & Service Scotty's RV Parts & Service, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 24-71152) on Juy 16, 2024, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Bianca M Rucker presides over the case. Stacy Alexander, Esq. at Nixon & Alexander Law Firm represents the Debtor as counsel. SCOTTY'S RV: Seeks to Hire Nixon & Alexander Law as Attorney ------------------------------------------------------------ Scotty's RV Parts & Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Nixon & Alexander Law Firm as its attorneys. The firm will render these services: a. prepare records and reports as required by the Bankruptcy Rules, Interim Bankruptcy Rules and the Local Bankruptcy Rules; b. prepare applications, motions, and proposed orders to be submitted to the Court; c. identify and prosecute claims and causes of action assertable by Applicant on behalf of the estate; d. examine proofs of claim previously filed and to be filed and the possible prosecution of objections to certain of such claims; e. advise the Debtor and prepare documents in connection with the contemplated ongoing operation of its business; f. advise the Debtor and prepare documents in connection with the liquidation of the assets of the estate including analysis and collection of outstanding receivables; g. assist and advice the Debtor in performing his other official functions as set forth in the Bankruptcy Code; and h. examine officers of the Debtor and other parties as to the acts, conduct, and property of the estate. The firm received a retainer in the amount of $5,000. Nixon & Alexander Law Firm is a "disinterested person" as defined in 11 U.S.C. 101(14), according to court filings. The firm can be reached through: David G. Nixon, Esq. Stacy E. Alexander, Esq. THE NIXON & ALEXANDER LAW FIRM 213 W. Monroe Ave., Suite D Lowell, AR 72745 Tel: (479) 582-0020 Fax: (479) 582-0030 About Scotty's RV Parts & Service Scotty's RV Parts & Service, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 24-71152) on Juy 16, 2024, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Bianca M Rucker presides over the case. Stacy Alexander, Esq. at Nixon & Alexander Law Firm represents the Debtor as counsel. SENIOR CHOICE: PCO Reports Resident Care Complaints --------------------------------------------------- Margaret Barajas, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania her second report regarding the quality of patient care provided by Senior Choice, Inc. In her visit of May 16, Dorrie Taylor, Southwest Regional Ombudsman Specialist, reported that the Beacon Ridge facility was very clean, and the first 60-day patient report was posted on the activity board at a level where the residents could reach it and read it. Water and snacks are available, as are appropriate activities. Debi Gressley, Indiana County Long-Term Care Ombudsman Representative, has maintained communication with Leah McAndrews, Nursing Home Administrator, throughout the 60-day period. On May 31, McAndrews reported that the sale of Beacon Ridge was on track with Indian Regional Medical Center, which plans an open house. She reported ownership was to be transitioned on June 1. Ombudsman Brenda Nicholas met with an average of 15 skilled nursing residents and 10 personal-care residents on her seven visits at the Patriot, A Choice Community facility. The PCO stated that skilled-nursing residents have reported poor attitudes among staff regarding residents' wishes to use the elevator. Residents state they cannot get snacks most of the time, and it is necessary to ask for ice for beverages. In addition, SNF residents reported occasional long waits for call bells to be answered and want windows and curtains to be washed. PCH residents reported that their food is cold by the time they receive meals. Residents stated concern over the impending change in ownership. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=P0nDTg from PacerMonitor.com. About Senior Choice Inc. Senior Choice, Inc. operates as a non-profit organization. It provides inpatient nursing and rehabilitative services to patients who requires continuous health care. Senior Choice filed Chapter 11 petition (Bankr. W.D. Pa. Case No. 24-70040) on Feb. 8, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jeffery A Deller presides over the case. The Debtor tapped Duane Morris, LLP as bankruptcy counsel; Nye, Stirling, Hale, Miller & Sweet, LLP as conflicts counsel and co-counsel with Duane Morris; and FTI Consulting, Inc. as financial advisor. SHERMAN/GRAYSON: PCO Reports No Change in Patient Care Quality -------------------------------------------------------------- Daniel McMurray, the court-appointed patient care ombudsman, filed his fourth report regarding the quality of patient care provided by Sherman/Grayson Hospital, LLC. The report covers the period from April 30 to June 28. The Ombudsman conducted a facility visit from June 4, 2024 through June 6, 2024 at Wilson N. Jones Regional Medical Center ("Hospital" or "WNJ") to review the current operational status of the Hospital and its programs. In connection with or in addition to the site visit, the Ombudsman conducted interviews with staff and reviewed various materials to maintain a current understanding of the issues and challenges impacting the operations and potentially the quality of care delivered, including matters and issues presented in the bankruptcy process and/or noted in the public domain. During this reporting period, the Hospital's operations remain open and functional, and the Hospital continues to provide services to patients and the communities which the Hospital has served and continues to serve. The Ombudsman toured the facility, personally confirming the observations. The Ombudsman's tour of the facility during the June site visit confirmed that the Hospital remains clean and well maintained. Based on the discussions with executive leadership, departmental leadership and staff members, observation and facility tours, as well as extensive discussions with WNJ leadership and interface with the staff charged with compliance and with quality and regulatory requirements, notwithstanding the challenges facing the Hospital, in the opinion of the Ombudsman there remains a palpable commitment to providing the highest possible quality of care and services to the patients and community. In addition, the leadership and staff at WNJ have met and strive to continue to meet the prevailing standards set by state and Federal regulators as well as the various accreditation and certification programs, setting the stage for what is considered appropriate and superior care. After careful review, it appears that, notwithstanding the continuing number of significant challenges experienced during this reporting period, the care provided by the Hospital is meeting or exceeding the standards for quality. There has been no deterioration in quality as a result of the bankruptcy or other circumstances. Minor suggestions made by the Ombudsman during the review process were addressed and resolved. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=6gW4ux from PacerMonitor.com. About Sherman/Grayson Hospital Sherman/Grayson Hospital, LLC is the operator of Wilson N. Jones Regional Medical Center, a 207-bed acute care hospital in Sherman, Texas. Sherman/Grayson Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10810) on June 23, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge J. Kate Stickles oversees the case. Leonard M. Shulman, Esq., at Shulman Bastian Friedman & Bui, LLP and Rosner Law Group, LLC serve as the Debtor's bankruptcy counsel and Delaware counsel, respectively. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Potter Anderson & Corroon, LLP and RK Consultants, LLC as legal counsel and financial advisor. Daniel T. McMurray is the patient care ombudsman appointed in the Debtor's Chapter 11 case. SHERRY MCGANN: Loses Bid to Kick Out Case Trustee ------------------------------------------------- Judge Nina Y. Wang of the United States District Court for the District of Colorado entered an order adopting the recommendation and order issued by Magistrate Judge Susan Prose on several motions in the case captioned as SHERRY MCGANN, Plaintiff, v. JEANNE JAGOW, DAVID M. MILLER, individually, and in the official capacity as United States Court Appointed Trustee and Counsel, Defendants, Case No. 24-cv-00727-NYW-SBP (D. Colo.). In her Amended Complaint, Ms. McGann alleges that she "has been held involuntarily in the bankruptcy since March of 2022" because "she has provided proof that she can fund the bankruptcy in its entirety and immediately," but the case has nevertheless proceeded. Ms. Jagow is the Chapter 7 Trustee and Mr. Miller serves as counsel for the Trustee. Ms. McGann asserts these claims against the Trustee and her counsel in the Bankruptcy Case: (1) abuse of process; (2) civil conspiracy; (3) fraud; (4) intentional infliction of emotion distress; (5) invasion of privacy; and (6) negligent misrepresentation. She requests injunctive relief in the form of a Court order permanently removing the Trustee from her bankruptcy case and money damages. On June 11, 2024, Defendants moved to dismiss the case for lack of subject matter jurisdiction and for failure to state a claim. Judge Prose recommends that the Motion to Dismiss be granted and that the case be dismissed without prejudice for lack of subject matter jurisdiction. Judge Prose also denied Plaintiff's Motion for Appointment of Counsel, given her determination that the Court lacks subject matter jurisdiction over the case. Ms. McGann objects to Judge Prose's recommendation to grant the Motion to Dismiss and her denial of the Motion to Appoint Counsel. The Court construes Plaintiff's objections to the Recommendation as having been filed under Rule 72(b) and construes Plaintiff's objections to the denial of appointment of counsel as objections to a non-dispositive order under Rule 72(a). In the Motion to Dismiss, Defendants argue that the Court lacks subject matter jurisdiction over the case pursuant to the Barton doctrine. Defendants argue that the Barton doctrine applies in this case, and because Plaintiff has not sought and obtained permission from the bankruptcy court to bring this action, the case must be dismissed. The Barton doctrine provides that "before suit is brought against a receiver leave of the court by which he was appointed must be obtained." Plaintiff disagrees; in opposing dismissal, she argues that she did obtain permission from the bankruptcy court to bring her claims in this case, relying on a "directive" from the Honorable Elizabeth E. Brown. In so doing, she cites to a bankruptcy court order dated June 1, 2023. Ms. McGann references an order issued by Judge Brown in the Bankruptcy Case and asserts that she "interpreted this order as permission to pursue additional claims against the Trustee in another forum, specifically the District Court." In the alternative, she asserts that the Barton doctrine is inapplicable because "the Trustee's actions extend beyond her official duties and include misconduct and harassment." Ms. McGann also points to In re Harris, 590 F.3d 730 (9th Cir. 2009), which "allows for suits against trustees for actions taken outside their official capacity." However, the Court concludes that nothing in this order granted Plaintiff permission to sue the Trustee in district court. The Court points out Plaintiff's response referenced in Judge Brown's order does not mention any desire or intent to bring tort claims against the Trustee or expressly seek permission to do so. Moreover, Judge Brown's directive that the relief Ms. McGann requested (i.e., that the Trustee be removed from the case) must be sought "by separate motion" cannot reasonably be read to provide permission to bring a separate civil action in district court against the Trustee, the Court states. Accordingly, Plaintiff has not directed the Court to any evidence that she was granted permission from the bankruptcy court to bring these claims. Ms. McGann argues that "the Barton doctrine does not protect trustees acting beyond their authority" and that "[t]he Trustee's actions, including forced turnover and harassment, exceed her statutory duties and are considered ultra vires." This objection appears to invoke two separate theories: first, that the Barton doctrine is inapplicable to this case because her claims do not relate to the Trustee's duties in the administration of the bankruptcy, and second, that the ultra vires exception to the Barton doctrine applies. However, the Court finds Plaintiff does not identify any specific error in Judge Prose's analysis, so as to "put the district court on notice of the basis for the objection." Because Plaintiff does not identify a specific objection to Judge Prose's Recommendation, she has not preserved the objection for de novo review, and the Court sees no clear error in Judge Prose's analysis. Ms. McGann also asserts that it would be inequitable to preclude her from pursuing her claims in this case because the Trustee has "expanded the scope of Spencer Fane LLP's employment as her attorney to include broader actions, beyond the normal administrative duties of a trustee." However, Ms. McGann did not raise this argument before Judge Prose, and she does not explain why the Court should consider this argument in the first instance in her objections, the Court states. Moreover, Plaintiff does not cite any case law establishing an "equitable" exception to the Barton doctrine, and the Court is not persuaded that any inequities would result from applying the Barton doctrine in this case. Plaintiff's objections are overruled and the recommendation is adopted, the Court rules. A copy of the Court's decision dated July 19, 2024, is available at https://urlcurt.com/u?l=5sp7mA Sherry Ann McGann filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 19-18971) on October 17, 2019, listing under $1 million in both assets and liabilities. The Debtor was represented by Elizabeth Domenico, Esq. Ms. McGann currently has a Chapter 7 bankruptcy case pending in Colorado Bankruptcy Court (Bankr. D. Colo. Case No. 20-18118). Jeanne Jagow is the Chapter 7 Trustee and David M. Miller serves as counsel for the Trustee. SIERRA BONITA: Unsecureds Will Get 100% of Claims over 5 Years -------------------------------------------------------------- Sierra Bonita Young, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Plan of Reorganization dated July 11, 2024. The Debtor was created in 2022. It is a 50% owner (as Tenants-in Common) of a commercial building located at 14947 and 14963 Sierra Bonita Lane, Chino, California 91710 (the "Chino Property"). The Debtor is owned by William K. Young and Caylee M. Young, Trustees of the Young Family Trust, Survivor's Trust, dated July 17, 1992 (the "Young Family Trust"). Caylee M. Young is manager of Debtor and co-trustee of the Young Family Trust. The other 50% co-owner of the Chino Property is 14963 Sierra Bonita Lane, LLC ("SBL"), which is managed by Gustavo Theisen. The Chino Property is encumbered by two asserted mortgages both of which are with Preferred Bank ("Preferred Bank" and/or "PB"). The first is for approximately $2.9 million and the other is for approximately $4.5 million. Debtor and SBL receive rental income from 3 commercial tenants who currently occupy space at the Chino Property. The total approximate rental income is $24,000 per month, including CAM and NNN fees. The Chino Property is the only asset owned by Debtor. The asset is well managed and is generating positive cash flow. The rental proceeds from the Chino Property and potential sale of certain real property will be used to fund the Debtor's proposed Plan. In summary, this is a reorganizing plan that provides for payment to holders of allowed claims over time. The timing of Plan payments to particular creditor groups will depend upon their classification under the Plan. Class 2 consists of General Unsecured Claims. In the present case, the Debtor estimates that there are approximately $117,560.00 in general unsecured debts. Holders of General Unsecured Claims (Class 2(a)) will receive their pro-rata share of $1,959.33 per month for a total of $117,560.00 over the five-year period of the Plan. The payments will start on the first day of the first month following the month within which the Effective Date occurs. Based on the proposed payments, the unsecured class will receive approximately 100% of their claims. This Class is not impaired. Class 3 consists of Interest Holders. The Debtor's sole interest holder is Young Family Trust and 100% shareholder. The Young Family Trust will retain its equity interest in the Debtor. The Debtor will fund its Plan from the rent it receives from the Chino Property to pay the allowable claims of its unsecured creditors and as well as its 50% obligation for the outstanding property taxes owed to the San Bernardino Property Tax Collector. A full-text copy of the Disclosure Statement dated July 11, 2024 is available at https://urlcurt.com/u?l=3QDL80 from PacerMonitor.com at no charge. Attorney for the Debtor: Craig G. Margulies, Esq. Jeremy W. Faith, Esq. Samuel Boyamian, Esq. Margulies Faith, LLP 16030 Ventura Blvd., Suite 470 Encino, California 91436 Tel: (818) 705-2777 Fax: (818) 705-3777 Email: Craig@MarguliesFaithLaw.com Jeremy@MarguliesFaithLaw.com Samuel@MarguliesFaithLaw.com About Sierra Bonita Young Sierra Bonita Young, LLC in Rancho Cucamonga, CA, is a 50% owner (as Tenants-in-Common) of a commercial building located at 14947 and 14963 Sierra Bonita Lane, Chino, California 91710 (the "Chino Property"). The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-11501) on March 26, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Caylee M. Young as manager, signed the petition. Judge Wayne E. Johnson oversees the case. MARGULIES FAITH LLP serves as the Debtor's legal counsel. SIYATA MOBILE: Gets New Order for SD7 Handsets, VK7 Vehicle Kits ---------------------------------------------------------------- Siyata Mobile Inc. announced July 25 that it has received an order for its SD7 Push-to-Talk (PTT) Handsets and VK7 Vehicle Kits from the City of Hawaiian Gardens, California. Marc Seelenfreund, CEO of Siyata, commented, "We are pleased to support the City of Hawaiian Gardens with our solution. By installing our PTT solution in city vehicles, the City is able to securely communicate across its operations, regardless of location, using a highly reliable cellular infrastructure. The opportunities within the government vertical are plentiful as municipalities and states seek solutions that will reduce costs and improve the level of service provided to their constituents." The Company said upgrading the City's legacy radio operations to Siyata's PTT cellular solution provides the City with proven, ruggedized hardware and unlimited range for communicating across multiple city departments and importantly, the solution is a more cost-effective alternative to replacing its existing end-of-life two-way radios. Signal boundaries are a limiting factor with two-radios. With Siyata's solution, the City's Public Works, Recreation and Community Service, Public Safety and Community Development departments are no longer constrained by two-way radio signal boundaries. About Siyata Mobile British Columbia, Canada-based Siyata Mobile Inc. is a B2B global developer and vendor of next-generation Push-To-Talk over Cellular handsets and accessories. Its portfolio of rugged PTT handsets and accessories enables first responders and enterprise workers to instantly communicate over a nationwide cellular network of choice, to increase situational awareness and save lives. Police, fire, and ambulance organizations as well as schools, utilities, security companies, hospitals, waste management companies, resorts and many other organizations use Siyata PTT handsets and accessories. Jerusalem, Israel-based Barzily and Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 3, 2024, citing that the Company has suffered recurring losses from operations, high accumulated losses, outstanding bank loan and an outstanding balance in respect of the sale of future receipts, that raise substantial doubt about its ability to continue as a going concern. SOLIGENIX INC: Regains Compliance With Nasdaq's Min. Bid Price Rule ------------------------------------------------------------------- Soligenix, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 24, 2024, the Company received a letter from The Nasdaq Stock Market LLC confirming that the Company had regained compliance with the Minimum Bid Price Rule. Accordingly, the Nasdaq Hearings Panel determined to continue the listing of the Company's common stock and closed the matter. As previously disclosed, on June 23, 2023, Soligenix received a letter from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) because the Company's common stock failed to maintain a minimum closing bid price of $1.00 for 30 consecutive trading days. On Dec. 21, 2023, the Company received written notice from Nasdaq stating that the Company had not complied with the Minimum Bid Price Rule and indicating that the Company's common stock would be suspended from trading on Nasdaq unless the Company requested a hearing before a hearings panel by Dec. 28, 2023. On March 26, 2024, the Company had an oral hearing with a Nasdaq Hearings Panel to appeal the delisting determination, which stayed the trading suspension of the Company's common stock pending a final written decision by the Nasdaq Hearings Panel and expiration of any additional extension period granted by the panel following the hearing. The Company effected a 1-for-16 reverse stock split on June 5, 2024 in order to regain compliance with the Minimum Bid Price Rule. Since the reverse stock split, the closing price for the Company's common stock has been above $1.00 per share. About Soligenix Headquartered in Princeton, N.J., Soligenix, Inc. -- http://www.soligenix.com-- is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. The Company maintains two active business segments: Specialized BioTherapeutics and Public Health Solutions. Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. SOUTH JEFFERSON: Hires Gambrell & Associates as General Counsel --------------------------------------------------------------- South Jefferson Apartments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Gambrell & Associates, PLLC as general counsel. The firm will render these services: a. consult with any Trustee or any committee concerning the administration of the case; b. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of the plan; c. formulate a plan; and d. prepare any pleadings, motions, answers, notices, orders and reports that are required for the proper function of the Debtor. The firm will be paid at these rates: Robert Gambrell $350 per hour Paralegal $105 per hour Gambrell & Associates disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Gambrell, Esq. Gambrell & Associates, PLLC 101 Ricky D. Britt Sr. Blvd. Oxford, MS 38655 Tel: (662) 281-8800 Fax: (662) 202-1004 Email: rg@ms-bankruptcy.com About South Jefferson Apartments South Jefferson Apartments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-01282) on June 2, 2024. In the petition signed by Faisal Alsabahi, managing member, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. Judge Jamie A. Wilson presides over the case. C. Gaines Baker & Associates, LLC represents the Debtor as legal counsel. SOUTHEAST SUPPLY: S&P Withdraws 'CCC+' Issuer Credit Rating ----------------------------------------------------------- S&P Global Ratings withdrew its 'CCC+' issuer credit rating on Southeast Supply Header LLC (SESH) at the issuer's request. This request was made in conjunction with the full and on-time repayment of all of the issuer's debt on June 17, 2024. Given that SESH has not yet determined its plans with respect to the future capital structure of the issuer, there is insufficient information to be able to rate the company at the time of withdrawal. SPELL IT WITH: Hires Bach Law Offices Inc. as Attorney ------------------------------------------------------ Spell It With Color, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Bach Law Offices, Inc. as attorney. The firm requires the assistance of counsel to represent the Debtor in matters concerning negotiation with creditors, preparation of a plan and disclosures statement, examining and resolving claims filed against the estate, preparation and prosecution of adversary matters, and otherwise to represent each Debtor in matters before this Court. The firm will be paid at $425 per hour. The firm will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Penelope N. Bach, Esq., a partner at Bach Law Offices, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Penelope N. Bach Bach Law Offices, Inc P.O. BOX 1285 Northbrook, Il 60062 Tel: (847) 564 0808 About Spell It With Color, Inc. Spell It With Color, Inc., doing business as Allegra Printing and Imaging, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09305) on June 25, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Thomas Wilhelm, president, signed the petition. Judge Deborah L. Thorne presides over the case. Penelope Bach, Esq., at Bach Law Offices represents the Debtor as bankruptcy counsel. SPOT AT ANDERSON: Hires Frost Brown Todd LLP as Counsel ------------------------------------------------------- Spot at Anderson, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Frost Brown Todd LLP as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as a debtor and debtor-in-possession in the continued management of its business; b. attending meetings; and negotiating with representatives of creditors and other parties in interest and advising and consulting on the conduct of this Chapter 11 Case including all of the legal and administrative requirements of chapter 11 bankruptcy; c. taking all necessary action to protect and preserve the Debtor's assets, including the prosecution of actions on behalf of the Debtor's estate, the defense of any actions commenced against the Debtor's estate, negotiations concerning litigation in which the Debtor may be involved, and objections to claims filed against the Debtor's estate; d. preparing motions, applications, answers, orders, reports, papers and other pleadings necessary to administer the Debtor's estate and assist the Debtor with the bankruptcy process; e. assisting the Debtor with any potential sale of its assets pursuant to section 363 of the Bankruptcy Code; f. preparing and negotiating on the Debtor's behalf concerning its plan of reorganization, related agreements and/or documents, and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan(s); g. appearing before this Court, appellate courts, and any other courts and/or tribunals to protect the interests of the Debtor and its estate; and h. performing any and all other necessary legal services in connection with this Chapter 11 Case. The firm will be paid at these rates: Mark. A. Platt, Partner $850 per hour Rebecca L. Matthews, Partner $850 per hour Erin P. Severini, Counsel $550 per hour Joy D. Kleisinger, Associate $425 per hour Shelby Bryant, Paralegal $350 per hour Rachel McCartney, Paralegal $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rebecca L. Matthews, Esq., a partner at Frost Brown Todd 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: Rebecca L. Matthews, Esq. Frost Brown Todd LLP 2101 Cedar Springs Rd. Dallas, TX 75201 Tel: (214) 580.5852 Fax: (214) 545.3472 Email: rmatthews@fbtlaw.com About Spot at Anderson, LLC The Spot at Anderson LLC operates in the residential building construction industry. The Spot at Anderson LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.: 24-90411) on June 17, 2024. In the petition signed by Jeffrey Anapolsky, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Marvin Isgur oversees the case. The Debtor is represented by Rebecca L. Matthews, Esq. at FROST BROWN TODD LLP. SUPERIOR READY: Hires James Wilkins as Legal Counsel ---------------------------------------------------- Superior Ready Mix of Texas, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ James S. Wilkins, PC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its power and duties in the continued operation of its personal management of its property; (b) take necessary action to collect property of the estate and file suits to recover the same; (c) represent the Debtor in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; (d) prepare legal papers; (e) object to disputed claims; and (f) perform all other legal services for the Debtor which may be necessary. Mr. Wilkins will be paid at his hourly rate of $475, to be applied against a retainer of $7,500 for prepetition and post-petition services, costs, and filing fees. Mr. Wilkins disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James S. Wilkins, Esq. James S. Wilkins, PC 1100 NW Loop 410, Suite 700 San Antonio, TX 78205 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 Email: jwilkins@stic.net About Superior Ready Mix of Texas, LLC Superior Ready Mix of Texas, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50825) on May. 6, 2024. In the petition signed by Frank Shumate, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. James S. Wilkins, PC serves as the Debtor's bankruptcy counsel. SUTTON TRANSPORT: Unsecureds Will Get 30% of Claims over 60 Months ------------------------------------------------------------------ Sutton Transport LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement to accompany Chapter 11 Plan dated July 12, 2024. The Debtor operates a trucking business that currently hauls under a single contract with Amerikohl Transport, Inc. The Debtor fell behind on withholding taxes and various unsecured debts and was unable to recover The Chapter 11 case was filed to give the Debtor the ability to "right the ship", become profitable, and propose a feasible plan of reorganization. The Debtor has adjusted operations to the point of becoming profitable. The Debtor plans to continue operations as one restaurant, food truck, and gift basket sales. Class 4 priority unsecured claims will be paid in full at statutory interest over 60 months. Class 4 is not impaired by the Plan. Class 5 consists of General Unsecured Creditors. The General Unsecured Creditors of the Debtor will receive approximately 30% of their Allowed Claims pursuant to the Plan. Class 5 is impaired by the Plan. Amount of each payment (aggregate to all Unsecured Claimants) total $1,528.00. Unsecured creditors shall receive quarterly payments up to 60 months after the first quarterly payment. The allowed unsecured claims total $101,861.29. Class 6 consists of Equity Security Holders. The equity security holders will not change as result of the Plan and Elmer C. Sutton will continue to own 100% of the Debtor. Class 6 is not impaired by the Plan. All Plan payments will be made from the ongoing revenue of the Debtor's business from normal business operations. A full-text copy of the Disclosure Statement dated July 12, 2024 is available at https://urlcurt.com/u?l=A2moKu from PacerMonitor.com at no charge. Counsel to the Debtor: Christopher M. Frye, Esq. STEIDL AND STEINBERG, P.C. 2830 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Tel: (412) 391-8000 Email: chris.frye@steidl-steinberg.com About Sutton Transport LLC Sutton Transport LLC, operates a trucking business that currently hauls under a single contract with Amerikohl Transport, Inc. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 24-20118) on January 16, 2024. The Debtor hires Steidl and Steinberg, P.C. as counsel. TECHPRECISION CORP: Gets Nasdaq Notice Over Delayed Annual Report ----------------------------------------------------------------- TechPrecision Corporation announced it received a standard notice on July 18, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2024 with the Securities and Exchange Commission on or before July 16, 2024, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. The Notice indicated that the Company has 60 calendar days, or until Sept. 16, 2024, to submit a plan to regain compliance and that Nasdaq can grant an exception of up to 180 calendar days from the Form 10-K due date, or until Jan. 13, 2025, to regain compliance. The Notice from Nasdaq has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market. About Techprecision Through its wholly owned subsidiaries, Ranor, Inc. and STADCO, TechPrecision Corporation manufacture large-scale, metal fabricated and machined precision components and equipment. These products are used predominantly in the defense, aerospace, and precision industrial markets. The Company's goal is to be an end-to-end service provider to its customers by furnishing customized solutions for completed products requiring custom fabrication and machining, assembly, inspection, and testing. TechPrecision said in its Quarterly Report for the period ended Dec. 31, 2023, that "In order for us to continue operations beyond the next twelve months from the date of issuance of the financial statements and to be able to discharge our liabilities and commitments in the normal course of business, we must renew our revolver loan by March 20, 2024 and mitigate our recurring operating losses at our Stadco subsidiary. We must efficiently increase utilization of our manufacturing capacity at our Stadco subsidiary and improve the manufacturing process. We plan to closely monitor our expenses and, if required, will reduce operating costs to enhance liquidity. "The uncertainty associated with the recurring operating losses at Stadco, the revolver loan renewal, the need for alternative financing, compliance with debt covenants, and the expected debt covenant violation at subsequent compliance dates raise substantial doubt about our ability to continue as a going concern for at least one-year after the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued." TEREX CORP: Moody's Alters Outlook on 'Ba2' CFR to Stable --------------------------------------------------------- Moody's Ratings affirmed Terex Corporation's corporate family rating at Ba2 and probability of default rating at Ba2-PD following the announcement that the company would acquire the Environmental Solutions Group (ESG) of Dover Corporation (Baa1 stable). Moody's also affirmed the ratings on the company's senior secured bank credit facility at Baa2 and senior unsecured notes at Ba3. The outlook has been changed to stable from positive. The company's speculative grade liquidity ("SGL") rating is unchanged at SGL-1. Terex plans to fund the $2 billion acquisition of ESG with debt which will significantly increase leverage. Moody's estimate that pro forma adjusted debt-to-LTM EBITDA at March 31, 2024 would have been 3.1 times instead of 1.2 times at March 31, 2024 prior to the acquisition. The affirmation of the ratings and stable outlook reflect Moody's view that the company can absorb the impact of the debt financed acquisition without significant disruption. However, the likelihood of a rating upgrade will now depend on Terex's ability to successfully integrate the acquired business and repay a portion of the acquisition debt. Governance was a key driver of the rating action given Terex's willingness to fund a large acquisition with debt. However, ESG will increase Terex's revenue to over $6 billion annually while EBITA margin will improve. ESG will also increase Terex's exposure to the North American waste end markets to 25% of revenue from 15%. Moody's view waste end markets to be less cyclical than infrastructure and construction markets. However, the business has seen volatility resulting from chassis shortages after the pandemic. RATINGS RATIONALE Terex's ratings reflect the company's good scale, healthy customer and geographic diversification and well established brands. Debt-to-EBITDA is low but will increase significantly as a result of the acquisition. Although a decline in demand is not anticipated over the next few years, Terex does have exposure to cyclical end markets where demand for its Materials Processing (MP) and Aerial Work Platforms (AWP) products can shift rapidly. The stable outlook reflects Moody's expectation that Terex will integrate the acquisition of ESG with minimal operational disruption and reduce debt to EBITDA to below 2.75 times by the end of 2025. Moody's expect moderate topline growth and the addition of the higher margin ESG business will enable Terex to generate over $250 million of free cash flow over the next year. The SGL-1 speculative grade liquidity rating reflects Moody's expectation that Terex will have very good liquidity over the next 12 to 18 months. Terex also has full availability on the $600 million revolving credit facility that expires in April 2026. The revolver has springing covenants that are tested when borrowings exceed 30% of the facility amount requiring minimum interest coverage of 2.5 times and maximum senior secured leverage of 2.75 times. Moody's do not expect the covenants will be tested over the next twelve months. However, if the covenants were tested Moody's would expect the company to be in compliance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Terex integrates ESG with minimal operational disruption and EBITA margin is sustained around 14%. The company would also need to demonstrate its commitment to reducing debt while maintaining very good liquidity and conservative financial policies. The ratings could be downgraded if the company experiences integration challenges with ESG or debt-to-EBITDA does not decline to below 3.0 times. Also, if liquidity weakens significantly or if the company implements a more aggressive financial policy with an increased focus on additional acquisitions or shareholder returns the ratings could be downgraded. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Norwalk, CT, Terex Corporation (NYSE: TEX) is a global manufacturer of material processing machinery and aerial work platforms. Terex designs, builds and supports products used in maintenance, manufacturing, energy, recycling, minerals and materials management, and construction applications. Terex engages with customers through all stages of the product life cycle, from initial specification to parts and service support. The company will report in three business segments: Environmental Solutions, Materials Processing and Aerials. TINA MARSHALL: PCO Reports No Change in Patient Care Quality ------------------------------------------------------------ Erika Hart, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a first report regarding the quality of patient care provided by Tina Marshall D.D.S., P.C. The ombudsman completed a physical inspection of the Lake Orion office of Tina Marshall on July 1. Present to meet with the ombudsman were Dr. Tina Marshall and Dr. Marisa Oleski, as well as two staff members. The office is a well-kept building owned by a separate entity in which neither Tina Marshall nor its shareholders have an ownership interest. Ms. Hart observed that the medical offices were neat, orderly, and businesslike. The reception area was clean and creatively decorated. The patient rooms were clean and themed with colorful and creative wall décor. The ombudsman did not tour the other location operated by Tina Marshall but understands that it maintains similar standards at the other facility. The ombudsman was advised that Tina Marshall uses a patient record interface known as Open Dental, which maintains its patient records electronically, and that all amounts due to Open Dental to maintain records are current. The Open Dental program is maintained onsite (not cloud based), as such employees do not have access externally when out of the office. Moreover, Dr. Marshall and Dr. Oleski advised that Tina Marshall has had no interruption in access to supplies necessary for the practice as a result of the bankruptcy filing, despite certain vendors which have either determined not to work with Tina Marshall post-petition or whom have changed their terms to require cash in advance. The ombudsman concluded that Tina Marshall appears to have continued the same quality of care post-petition as pre-petition. A copy of the PCO report is available for free at https://urlcurt.com/u?l=h4Zbyc from PacerMonitor.com. About Tina Marshall D.D.S. Organized in 2003, Tina Marshall D.D.S., P.C. is a full-service dentistry practice with locations in Lake Orion and Clinton Township, Mich., offering general and cosmetic dentistry services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-45906) on June 17, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Dr. Marisa Oleski, D.M.D., shareholder, signed the petition. Judge Maria L. Oxholm presides over the case. Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C. represents the Debtor as legal counsel. TRINITY PLACE: All Four Proposals Passed at Annual Meeting ---------------------------------------------------------- Trinity Place Holdings Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it held its 2024 Annual Meeting of Stockholders on July 24, 2024, at which: (1) holders of the Company's common stock elected Alexander C. Matina as director to serve a two-year term until the Company's 2026 annual meeting of stockholders and until his successor is duly elected and qualified or his earlier resignation or removal; and the holder of the Company's single share of special stock elected Joanne Minieri as director to serve a two-year term until the Company's 2026 annual meeting of stockholders and until her successor is duly elected and qualified or her earlier resignation or removal; (2) holders of the Company's common stock ratified the selection of BDO USA, P.C. as the Company's independent auditors for the year ending Dec. 31, 2024; (3) holders of the Company's common stock approved, on an advisory basis, the compensation of the Company's named executive officers; and (4) holders of the Company's common stock approved an amendment to the Trinity Place Holdings Inc. 2015 Stock Incentive Plan to increase the number of shares of common stock available for awards under such plan by 2,000,000 shares. About Trinity Place Trinity Place Holdings Inc. is a real estate holding, investment, development and asset management company. On Feb. 14, 2024, the Company's real estate assets and related liabilities were contributed to TPHGreenwich Holdings LLC, which is owned 95% by the Company, with an affiliate of the lender under the Company's corporate credit facility owning a 5% interest in, and acting as manager of, such entity. These real estate assets include (i) the property located at 77 Greenwich Street in Lower Manhattan, which is substantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school, (ii) a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York, and (iii) a property occupied by retail tenants in Paramus, New Jersey. Trinity Place reported a net loss attributable to common stockholders of $39.02 million in 2023, a net loss attributable to common stockholders of $20.69 million in 2022, and a net loss attributable to common stockholders of $20.80 million in 2021. As of March 31, 2024, the Company had $6.16 million in total assets, $3.51 million in total liabilities, and $2.66 million in total stockholders' equity. As of Dec. 31, 2023, the Company had $267.51 million in total assets, $277.56 million in total liabilities, and $10.05 million in total stockholders' deficit. On Jan. 4, 2024, the Company was notified by the NYSE American that it had determined that the Company's securities had been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the Guide, the Company's continued listing was predicated on it effecting a reverse stock split of its shares of common stock or otherwise demonstrating sustained price improvement by no later than July 4, 2024. The notice stated that, as a result of the foregoing, the Company had become subject to the procedures and requirements of Section 1009 of the Guide, which could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner. The NYSE American could also take accelerated delisting action if the common stock trades at levels viewed to be abnormally low. On Feb. 21, 2024, the NYSE American notified the Company that it had reviewed the Plan that the Company submitted to the NYSE American and determined to accept the Plan and grant a cure period through May 29, 2025. As a result of the acceptance of the Company's Plan, the Company's listing is being continued pursuant to an extension. The NYSE American will review the Company periodically for compliance with the initiatives outlined in the Plan. If the Company is not in compliance with the continued listing standards by May 29, 2025 or if the Company does not make progress consistent with the Plan during the cure period, the NYSE American staff will initiate delisting proceedings as appropriate. TRINSEO PLC: Secures $150MM Credit Facility, Repays Old Debt ------------------------------------------------------------ Trinseo PLC disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 18, 2024, Trinseo Ireland Global IHB Limited, an indirect wholly owned subsidiary of the Company, entered into a Credit and Security Agreement with Styron Receivables Funding Designated Activity Company, a special purpose finance entity, KKR Credit Advisors (US) LLC as structuring agent, GLAS USA LLC, as Administrative Agent, GLAS Americas LLC, as Collateral Agent, and the Lenders named therein. The KKR Credit Agreement provides for a $150 million non-recourse revolving credit facility collateralized by certain trade receivables generated by certain of the Company's Swiss, German, Dutch and U.S. subsidiaries. Under the KKR Credit Agreement, the Lenders make advances to the Borrower to finance the acquisition of receivables from the Originators. Availability under the Securitization is based on the accounts receivable generated by the Originators from the sale of specialty chemicals products. Borrowings under the Securitization bear interest at an interest rate equal to Adjusted Term SOFR or EURIBOR (each as defined in the KKR Credit Agreement, subject to a floor of 1.0%) depending on the borrowing currency, plus a margin of 4.75%. The Securitization incurs interest on a minimum of $75,000,000 of advances irrespective of actual amounts outstanding. The Borrower is also required to pay a fixed upfront fee to the structuring advisor as well as ongoing agent fees, servicing fees and an unused facility fee. The KKR Credit Agreement contains certain customary representations, warranties and non-financial covenants, and standard events of default, including but not limited to a cross-default to the Company's and its subsidiaries other material indebtedness. Proceeds from the Securitization were used in part to repay outstanding obligations under the HSBC Facility (defined below) and for general corporate purposes. The Borrower's sole purpose is the purchase of the receivables from the Originators and the subsequent grant of a security interest in, such receivables to the Collateral Agent for the benefit of the Lenders. The Borrower is an orphan legal entity and assets of the Borrower are not available to pay creditors of the Company, the Originators, or any affiliate thereof. The maturity date of the Securitization is January 18, 2028, subject to a one-year maturity date extension exercisable at the Borrower's discretion, subject to certain conditions and extension fees. The Company may terminate the KKR Credit Agreement at any time, subject to a 1.0% call premium if terminated prior to January 18, 2027. "We are thrilled to have the support of a leading capital provider like KKR," said Frank Bozich, President and CEO of Trinseo. "While this facility replaces a previous one of the same size, it has no minimum liquidity covenants and extends the maturity by more than two years, to December 2027. This provides us with additional financial flexibility for the next several years as we continue to transform our portfolio." "We are pleased to use our deep experience in global receivables financing to provide Trinseo with capital to support its continued growth and ability to supply critical materials to a variety of essential markets globally," said Giacomo Picco, a Managing Director at KKR. On July 18, 2024, the Investment Manager entered into a Deed of Release and Termination with the Borrower, Regency Assets Designated Activity Company, HSBC Bank plc, TMF Administration Services Limited and The Law Debenture Trust Corporation P.L.C. and other indirect wholly owned subsidiaries of the Company named therein to document the terms of repayment and termination of the Amended & Restated Master Definitions and Framework Deed, originally dated as of August 12, 2010, as amended and restated, as well as certain other ancillary agreements which provided for the securitization of trade receivables generated by the Originators. About Trinseo Trinseo (NYSE: TSE) (www.trinseo.com), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking innovations and best-in-class materials to unlock value for companies and consumers. From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers' unique challenges in a wide range of industries, including building and construction, consumer goods, medical and mobility. As of March 31, 2024, the Company had $3 billion in total assets and $2.6 billion liabilities. * * * In May 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. S&P said, "The downgrade reflects that Trinseo has not yet addressed the upcoming maturity of its $661.7 million TLB, which becomes current in September, and that we anticipate weak 2023 earnings." Meanwhile, Moody's Investors Service downgraded the Corporate Family Rating of Trinseo PLC to B2 from B1, Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Caa1 from B3, the rating on Trinseo Materials Operating S.C.A.'s backed first lien senior secured term loan and backed revolving credit facility to B2 from B1 and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s first lien senior secured term loans to B1 from Ba3. The SGL-3 Speculative Grade Liquidity Rating remains unchanged. The rating outlook for all issuers remains negative. In October 2023, S&P assigned its 'B' issue-level rating and '1' recovery rating to Trinseo NA Finance SPV LLC's $1.077 billion first-lien senior secured term loan. Trinseo NA Finance SPV LLC is a debt-issuing subsidiary of Trinseo PLC. The company intended to use the proceeds to refinance entirety of the outstanding term loan due September 2024 and $385 million of existing $500 million senior notes due September 2025. The term loan and the senior notes were co-issued by subsidiaries Trinseo Materials Operating S.C.A. and Trinseo Materials Finance Inc. All ratings on Trinseo PLC, including the 'CCC+' issuer credit rating, are unchanged. In February 2024, Moody's downgraded the Corporate Family Rating of Trinseo PLC to B2 from B1, Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Caa1 from B3, the rating on Trinseo Materials Operating S.C.A.'s backed first lien senior secured term loan and backed revolving credit facility to B2 from B1 and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s first lien senior secured term loans to B1 from Ba3. The SGL-3 Speculative Grade Liquidity Rating ("SGL") remains unchanged. The rating outlook for all issuers remains negative. The rating downgrade, Moody's explained, reflects Trinseo's weak credit metrics and expected negative free cash flow. Demand for many of the company's products remains weak and exports from China continue to depress commodity prices, especially in Europe. The soft business fundamentals for PS, ABS, PC and MMA are likely to persist in 2024 given the oversupply and weak Chinese demand. TRULEUM INC: Provides Update to Shareholders on Operations ---------------------------------------------------------- Truleum, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 22, 2024, that the Company issued an Operation Update to the shareholders of record on July 16, 2024. Below is the full-text copy of the letter. Dear Shareholder, As an early investor in Truleum, Inc., formerly known as Alpha Energy, Inc., we are excited to reconnect with you and share the significant progress we've made over the past three years. Since you first invested, we've undergone a major rebranding from Alpha Energy, Inc. to Truleum, Inc. Our new brand image reflects our commitment to restoring trust and truth in the oil and gas industry. We invite you to visit our new website at https://truleum.com/ to see our updated logo and learn more about our mission and values. Truleum is on a mission to save our independent oil and gas industry. We are restarting abandoned wells, rebuilding shattered communities, and creating new value, security, and stability for this once-and-future heartland industry of America. We have already acquired a portfolio of proven, producing reserves, implemented programs to restore wells and create value, and started generating revenues from oil and gas production. We are now raising $2.5M to meet our CAPEX requirement to expand the development of reserves and achieve a 2x valuation multiple. IMPORTANT: Over the past 18 months, we have established a solid infrastructure to start producing our own well bores, which will dramatically increase our reserves and cash flows. Our dedicated team, including reserve engineers, landmen, geologists, and environmental experts, have vetted three significant acquisitions. We anticipate these acquisitions will increase our reserves to over half a billion dollars and boost our daily production to nearly 2,000 barrels. Looking ahead, we are gearing up for several exciting initiatives, including potential acquisitions and our strategic transition from the over-the-counter market to the NYSE: American Exchange. To achieve these milestones, we are eager to re-engage with you and keep you informed about our progress. To ensure we have your most up-to-date contact information, please reply to this email or call us at (800) 819-0604 to confirm your current contact information. Your engagement is crucial as we move forward, and we want to ensure you stay informed about all our developments. Please let us know if you would like to receive more detailed updates, including information about our acquisition targets and plans. Thank you for your continued support and belief in our mission. We look forward to connecting with you and sharing more about the exciting future of Truleum. Best regards, Jay Leaver, President About Truleum Truleum, Inc. -- www.truluem.com -- is an energy company focused on the exploration, development, and production of oil and natural gas reserves. The company aims to leverage advanced technologies to optimize extraction processes and maximize resource efficiency. "The Company has minimal cash or other current assets and does not have an established ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations," said Truleum in its Quarterly Report for the period ended March 31, 2024. VENEM LLC: Seeks to Hire Yeo & Yeo P.C. as Financial Consultant --------------------------------------------------------------- Venem LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to hire Yeo & Yeo, P.C., as financial consultants. The firm's services include: a. reviewing and revising income statements produced by Debtor's bookkeeping staff; b. reviewing and revising balance sheets properly setting forth assets and liabilities produced by Debtor's bookkeeping staff; c. assisting with forecasting profitability, revenue and expenses for Debtor's business; d. preparing monthly United States Trustee Reports; e. completing and filing required tax returns; f. efficiently communicating with the United States Trustee regarding financial reporting and addressing questions the United States Trustee may have; g. assisting with necessary evidence of plan feasibility for purposes of confirmation; and h. providing financial documentation to support plan confirmation. The firm will be paid at these rates: David Jewell $450 per hour Financial Professionals $175 to $350 per hour David Jewell, managing principal at Yeo & Yeo, disclosed inthe court filings that his firm is disinterested as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David Jewell, CPA Yeo & Yeo, P.C. 710 E. Milham Kalamazoo, MI 49002 Telephone: (269) 329-7007 Facsimile: (269) 329-0626 Email: Dave.Jewell@yeoandyeo.com About Venem LLC Venem LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01346) on May 21, 2024, listing $100,001 to $500,000 in both assets and liabilities. James R. Oppenhuizen, Esq. at Oppenhuizen Law Firm, PLC represents the Debtor as counsel. VENTURE GLOBAL LNG: Moody's Alters Outlook on 'B1' CFR to Stable ---------------------------------------------------------------- Moody's Ratings affirmed Venture Global LNG, Inc.'s (VGLNG) B1 Corporate Family Rating, B1-PD Probability of Default Rating and B1 rating assigned to its existing $9.5 billion senior secured notes. At the same time, Moody's assigned a B1 rating to VGLNG's $1.5 billion senior secured notes offering. The outlook has been revised to stable from positive. Proceeds from the notes offering are expected to be used to repay an existing $369 million term loan at an indirect wholly-owned subsidiary, pay related fees and for general corporate purposes. RATINGS RATIONALE The B1 rating considers VGLNG's position as a significant global exporter of liquified natural gas (LNG) and the predictability and recurring nature of anticipated long-dated contractual-based cash flow generated by its two LNG export facilities, Venture Global Calcasieu Pass, LLC (VGCP: Ba2, positive) and Venture Global Plaquemines LNG, LLC (VGPL: not rated). Upon completion of construction and commissioning activities currently ongoing, each facility will provide fairly low-risk services under long-term take-or-pay contracts with creditworthy counterparties, a critical rating factor. VGCP is located near Lake Charles Louisiana and has an aggregate nameplate capacity of 10.0 MTPA and permitted liquefaction capacity of 12.4 MTPA. While EPC Facility Substantial Completion was contractually achieved in late 2022, corrective work remains ongoing primarily within VGCP's power island and pretreatment plant and has delayed the declaration of commercial operability for the purpose of its existing Sale Purchase Agreements (SPA's). While undergoing the corrective work, VGCP has continued to produce and sell approximately 12 cargoes of LNG a month with net proceeds available to VGLNG. The current expectation is for the corrective work to be completed and the declaration of commercial operability to occur by year-end. VGLNG's B1 rating is also supported by construction progress achieved at VGPL, which is expected to produce its initial commissioning cargoes associated with Phase 1 (13.3 MTPA of LNG capacity) in the next few months. VGLNG is currently targeting a COD under its long term SPAs for the Plaquemines Project in 2026 for Phase 1 and 2027 for Phase 2, providing a significant amount of time for VGPL to produce commissioning cargoes and generate needed cash flow to meet its substantial parent level interest burden and fund continued corporate wide growth. Once fully operational, around 20 MTPA of output will be sold under long term, take-or-pay contracts with counterparties that have a strong investment grade weighted average credit quality. VGLNG's rating is currently limited by near-term challenges facing the company. These include completing the remaining corrective work at VGCP, managing ongoing construction and starting commissioning activities at VGPL and mending relationship with contractual offtakers who have filed for arbitration relating to their perceived delay in VGCP declaring commercial operability under the SPA's. At the same time, VGLNG has continued to invest in growth opportunities requiring meaningful capital outlays, recently taking possession of LNG vessels and continuing to invest in CP 2, the company's third LNG export facility, in advance of Financial Investment Decision. Outlook The revision of VGLNG's outlook to stable from positive considers the incremental parent level debt offering. Upon completion of the newly proposed debt offering, which is occurring shortly after completion of an aggregate $5.0 billion notes offering in the Fall of 2023, VGLNG will have issued $11.0 billion of parent level debt. This amount exceeds Moody's expectation, limits financial flexibility and reduces the likelihood for a rating upgrade over the near-term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ability of VGPL to achieve the degree of cash flow anticipated by management over the next 18 months combined with reduction of parent level debt levels would give consideration to an upgrade. The introduction of meaningful equity capital would be viewed favorably to VGLNG's credit profile. A rating downgrade over the near-term is unlikely. VGLNG's outlook could be revised to negative, however, should there be material cost overruns at VGPL or material delays around its ability to produce commissioning cargoes. The introduction of incremental parent debt over the next 12-18 months could trigger rating pressure. The principal methodology used in these ratings was Midstream Energy published in February 2022. VENTURE GLOBAL: Fitch Assigns 'BB' Rating on New Secured Notes -------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR2' rating to Venture Global LNG Inc's (VGLNG) proposed senior secured notes issuance. Proceeds from the issuance will be used to prepay the Plaquemines Equity Bridge Facility in full, with the remaining amounts used for general corporate purposes. VGLNG's Long-Term Issuer Default Rating (IDR) is 'B+' with a Stable Rating Outlook. VGLNG's ratings reflect the volatility of its revenue streams due to commodity price exposure associated with early commissioning revenues and with the sale of excess capacity cargos after meeting Sales and Purchase Agreement (SPA) requirements at the LNG projects. VGLNG's obligations are backed by long-term contracts with largely investment-grade counterparties, comprised of 17 customers across two projects. There is significant construction and development risk at the underlying LNG projects and some regulatory risks also remain. Fitch expects VGLNG to manage the large scale, multi-year construction projects in a credit supportive manner. Key Rating Drivers High Commodity Exposure: Fitch believes VGLNG's approach to fund future LNG plants with the early cargo sales and excess capacity revenues exposes the company to significant commodity risk. The mid-scale modular trains produce substantially more LNG cargos during commissioning than a typical stick-built large-scale LNG Train, which are available before the long-term SPAs commence. The equipment and the configuration of the plants can produce excess cargos over and above what is required to service the SPAs. While as yet unproven, Fitch expects 15%-20% excess production is possible from these plants, based on general industry practices. Fitch expects a subsidiary of VGLNG, VG Commodities (VGC) will sell these cargos into the short-term market on a rolling basis. Together, under its base case, Fitch expects these commodity-linked revenue streams will produce over 60% of total cashflows available to VGLNG in 2024-2027 time period. Priority Access to Commodity Cashflows: VGLNG's debt obligations benefit from early cargo revenues generated both during the commissioning period of its projects and now, with the consolidation of VGC, from the excess capacity revenues generated post COD. These cashflows now flow directly to VGLNG, bypassing the project debt waterfall and significantly boosting cash available for debt service, reducing reliance on subordinated project cash flows. Favorable Global LNG Markets: VGLNG started commissioning of its first project, Venture Global Calcasieu Pass, LLC (VGCP) in 2022. It benefitted from the market basis differential between Henry Hub (HH) gas and Title Transfer Facility, the European LNG hub, which were at historic highs. However, global LNG pricing has since returned closer to historic norms and will vary based on global supply and demand. This could impact the FCF available for VGLNG to finance its future LNG construction and meet debt obligations. Ongoing Construction and Commissioning Risk: VGLNG's construction risk will be ongoing over the near term. Further upward rating momentum will be predicated on successfully managing this risk. The first project, a 10 mtpa nameplate mid-scale LNG facility, is already producing cargos, but its commercial operation date (COD) is delayed to December 2024 due to defects in third-party equipment and arbitration proceedings are underway. Construction on Venture Global Plaquemines LNG, LLC (VGPL), a 20 mtpa nameplate mid-scale LNG facility, was 79% complete at the end of May 2024. Total cost is expected to be around $20 billion. At the same time, the VGLNG has started development work on the third project, CP2, ahead of receiving a full Department of Energy clearance, with total expected costs around $26 billion. Contractor Bankruptcy: VGPL utilizes a proven mid-scale liquefaction technology, but has potential scale-up and interface risks through its multi-contractor structure. Bankruptcy of Zachry Group, a key contractor increases completion risk along with the owner-led multi-contractor strategy. These risks are partially mitigated by the construction progression, experienced specialized contractors, performance security, an above average contingency and incentives for early completion. Credit Metrics: Holdco-only FFO Leverage (total holdco debt divided by cash available for debt service after maintenance capex) averages around 3.6x over the forecast period through 2027, with growth capex funded from excess cash flow, among other sources. On a proportionally consolidated basis, leverage (total consolidated debt to proportional EBITDA) averages around 7.0x during 2024-2027 but peaks at around 9.5x in the near term during a period of high capex and declining market global spot prices. The peak leverage highlights the commodity risk and is also sensitive to realization of excess capacity by the projects. Derivation Summary VGLNG is a midstream corporation with two projects under construction. Advanced capital equipment purchases are underway for a third project. The first project, a 10 mtpa facility in Calcasieu Pass, LA, was commissioned in 2022. The majority of the cashflow is from sales of early commissioning LNG cargos in the global spot market. Additionally, its operations are supported by long-term take-or-pay contracts with a diverse mix of predominately investment grade customers, similar to peer Cheniere Energy Inc. (CEI; BBB-/Stable). CEI is a midstream corporation with the largest LNG production and export facilities (60 mtpa) in the U.S. and second largest globally. VGLNG's obligations are backed by long-term SPAs with largely investment-grade counterparties, comprised of 17 customers across the two projects, VGCP and VGPL. Each SPA provides revenue from a fixed-capacity fee paid regardless of LNG volumes lifted and a commodity-based variable fee on LNG volumes delivered, equal to 115% of current HH prices. The contracts are almost all 20 years. VGCP has two short-term contracts of less than five years (15% of capacity). Additional revenues generated from early cargos and excess capacity is will directly support debt service at VGLNG. However, regarding cash flows from SPAs, VGLNG's obligations are structurally subordinate to about $16.5 billion of its operating subsidiaries' project obligations, which were used to fund the construction of the LNG facilities and related lateral pipelines. CEI has a similar structure, with its obligations subordinate to about $16.0 billion of project debt and $4.9 billion of intermediate holding company debt. Both are subject to distribution tests that could impede distributions to the parent companies. While both VGLNG and CEI receive revenues from short term market sales, the early cargo revenues are a larger portion of total cash flow for VGLNG compared to CEI. CEI has greater scale, operating two seasoned projects, Sabine Pass Liquefaction (BBB+/Stable) and Cheniere Corpus Christi Holdings, LLC (BBB+/Stable), with expected DSCRs well in excess of its distribution coverage test, mitigating the concern over distribution lock-ups ultimately to the parent. While VGLNG generates revenues from early cargos and excess capacity, those revenues, in Fitch's opinion, are not as predictable, and subject to commodity price risk. VGLNG's leverage is considerably higher than CEI, on a proportionally consolidated basis, averaging over 7.0x during the forecast. CEI's Fitch forecasted leverage is between 4x-4.5x after 2024. The difference in construction risk, cashflow predictability, scale and leverage account for the difference in the ratings. Key Assumptions - VGCP, nearly complete, reaches COD in December 2024, and the SPA contracts begin only after that. Nameplate capacity of 10 mtpa is fully contracted and generates additional liquefaction fees on the two mtpa excess capacity above nameplate, which is sold as merchant cargos; - Construction at VGPL continues on schedule consistent with management expectations of about $19 billion cost, reaching first commissioning in 2024. The non-recourse project term loan is refinanced in 2027 at a rate of 8%, when COD occurs. Nameplate capacity of 20 mtpa is fully contracted and generates additional liquefaction fees on four mtpa excess capacity above nameplate, which is sold as merchant cargos; - Construction of CP2 is in line with management expectations, at a cost of about $26 billion, and reaches COD at the end of 2027. The first phase of the third project, CP2, is currently close to 64% contracted and assumed to be fully contracted during the operating period; - The Delta project is not funded during the forecast period; - The Fitch price deck for oil and natural gas informs the assumptions for natural gas, crude, LNG and the unhedged volumes. The Fitch operating margin under the rating case for the early commissioning cargos is as follows: 6.00/MMBtu in 2024, $5.00/MMBtu in 2025, $4.00/MMBtu in 2026 and $3.0/MMbtu in 2027; - Base interest rates reflect the Fitch Global Economic Outlook. Recovery Analysis - For the Recovery Rating, Fitch estimates the company's going-concern value was greater than the liquidation value, despite the high equity value retained by VGLNG in VGCP and VGPL. Fitch updated the going concern EBITDA estimate to $3,500 million, from $1,530 million previously, which reflects cashflows from the excess capacity cargos. It is a measure of Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the valuation of the company. Fitch calculated administrative claims to be 10%, which is the standard assumption. Fitch assumes the default occurs in 2025 during a period of depressed LNG spot market pricing lowering excess capacity revenues, VGCP begins to operate under the long-term SPAs as it reorganizes and there are delays at VGPL. As per criteria, the going concern EBITDA reflects some residual portion of the distress that caused the default; - The going-concern multiple used was a 4.0x EBITDA multiple, which reflects the default occurring during construction and the reorganization would be impacted by the complexity and large scale of the construction project; - The recovery reflects the lien status of the senior notes, paid from the any excess capacity revenues and residual equity value, after the redeemable preferred units at Calcasieu Pass Funding; - There have been a limited number of bankruptcies within the midstream sector. Two recent gathering and processing bankruptcies of companies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. In its recent Bankruptcy Case Study Report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries", published in September 2021, the median enterprise valuation exit multiple for the 51 energy cases with sufficient data to estimate was 5.3x, with a wide range of multiples observed. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Reach COD for VGCP and commissioning of VGPL; - Reduction in the reliance on the commodity price exposed cashflows; - Reduction in the refinancing exposure at VGPL resulting in improved distributions to VGLNG. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A material increase in Holdco debt such that the recovery profile is weaker, resulting in a negative rating action for the secured debt; - Significant weakness in global LNG prices, or decline in spreads realized by the company pressuring the company's cash flow generation from early cargoes; - Any construction issues that significantly increases costs, cause delays or results in deteriorating cash flows; - A significant adverse ruling in the arbitration proceedings, currently not anticipated; - Holdco-only FFO leverage above 4.0x on a sustained basis or proportionally consolidated leverage above 7.0x on a sustained basis; - A multi-notch downgrade or financial distress of any significant SPA counterparty. Liquidity and Debt Structure Sound Liquidity: VGLNG and its subsidiaries have sound liquidity. As of March 31, 2024, VGLNG had about $3.7 billion cash. Going forward, Fitch expects the company will maintain about $1.5 billion of unrestricted cash for its liquidity needs at the holdco level. About $1.4 billion of the project cash is restricted to support project level debt service reserve funds and for construction reserves. Each project has a working capital facility to support its needs, primarily natural gas purchases. Distributions can be made to VGLNG from VGCP and VGPL as long as the DSCR is greater than 1.25x in the next 12 months and the previous 12 months, subject, in the case of VGPL, to achieving certain agreed upon construction milestones. VGLNG and its subsidiaries have several maturities in the near term. At the project level, the remaining VGCP term loan is due August 2026. The majority of the term loan has been refinanced with four series of non-recourse, project level bonds. These bonds have bullet maturities in 2028-2033. Fitch assumes the remaining term loan will be refinanced in a similar manner with non-recourse debt. At VGPL, there is a term loan that is due in 2029. Issuer Profile Venture Global LNG, LLC is an energy company that develops, builds and operates LNG for export under long term sales and purchase agreements. It currently operates a 10 mpta natural gas liquefaction and LNG export facility and is developing three additional plants, with 74 mtpa total nameplate production capacity. Summary of Financial Adjustments Fitch applies both a deconsolidated and proportionally consolidated approach in calculating VGLNG's credit metrics. The subsidiaries have non-recourse debt, which is considered in the proportionally consolidated credit metrics. Stonepeak Infrastructure owns two series of preferred instruments, one which, based on current projections, is expected to convert into approximately 23% ownership of VGCP at COD. Fitch considers these preferred instruments as debt under Fitch's criteria. Date of Relevant Committee 16 October 2023 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Venture Global LNG, Inc. senior secured LT BB New Rating RR2 VENTURE GLOBAL: Moody's Affirms 'Ba2' Rating on Sr. Secured Notes ----------------------------------------------------------------- Moody's Ratings affirmed the Ba2 rating assigned to Venture Global Calcasieu Pass, LLC's (VGCP) senior secured obligations, including its senior secured notes. The outlook remains positive. RATING RATIONALE The rating action takes into consideration the continuing progress relating to corrective work being performed at the VGCP site such that VGCP can declare that the liquified natural gas (LNG) export facility is commercially operable for the purposes of its existing Sale Purchase Agreements (SPA's). The corrective work has focused in large part on faulty welding in five heat recovery steam generators (HRSG's) within VGCP's power island. Replacement parts have been provided by the OEM manufacturer, who is also covering the majority of the related repair costs, and corrective work has been completed on two of the HRSG's with work underway on the remaining three. The Ba2 rating acknowledges that VGCP is producing liquified natural gas and currently expects to achieve the Commercial Operation Date (COD) under the SPA's near the end of fourth quarter of 2024 and commence contractual deliveries thereafter. VGCP's credit profile considers the fixed capacity type payments under 20-year, take-or-pay SPA's with six separate creditworthy customers that provide significant and predictable future recurring cash flows that compare favorably to anticipated annual operating and financing costs. The weighted average rating of such foundation SPA customers is Baa1 and the contracted volumes under the 20-year foundation contracts represent 85% of VGCP's nameplate capacity. The rating acknowledges the ongoing arbitration sought by each of VGCP's long-term customers who question VGCP's delay in declaring the project COD. VGCP has asserted in response that COD cannot be achieved until all related facilities have been completed and commissioned, and that customers sole remedy in connection with any delay in or the non-occurrence of COD is termination of the existing SPA. Arbitration proceedings are expected to start in the Fall with an expectation that these disputes will not be resolved until 2025 or later, upon the conclusion of the various proceedings. RATING OUTLOOK The positive outlook reflects Moody's expectation that the corrective work will be completed over the next several months and that VGCP will achieve COD and the effectiveness of the SPA's in the fourth quarter. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Achieving COD, combined with demonstration of an ability to manage the facility and procure natural gas as contractually required, could lead to consideration of a one notch upgrade. Further upward rating pressure, however, is limited until there is more visibility into ongoing arbitration sought by each of VGCP's long-term customer who challenge the facility's delay in declaring COD. Failure to achieve COD in the fourth quarter may lead to a revision of the outlook to stable. Challenges in procuring the associated levels of natural gas or a material negative outcome relating to arbitration could trigger rating pressure. VGCP is primarily engaged in the natural gas liquefaction and export-related businesses, and is constructing and will own and operate an LNG export facility consisting of 18 midscale, modular liquefaction trains, with an expected aggregate nameplate capacity of 10.0 MTPA of LNG and permitted liquefaction capacity of 12.4 MTPA. The principal methodology used in these ratings was Generic Project Finance Methodology published in January 2022. VIEWBIX INC: Effects 1-for-4 Reverse Stock Split ------------------------------------------------ Viewbix Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 15, 2024, the Company filed an Amendment to its Certificate of Incorporation to effect a 1-for-4 reverse stock split of the Company's common stock, par value $0.0001 per share. The Amendment became effective upon filing. On June 9, 2024, the Company's board of directors unanimously approved, and on June 10, 2024, stockholders holding approximately 75.56% of the Company's voting power, approved, by written consent, the Amendment, to implement a reverse stock split of the issued and outstanding shares of the Company's Common Stock, by a ratio of not less than 1-for-3 and not greater than 1-for-6, without a corresponding decrease to the Corporation's authorized shares of Common Stock, with the exact ratio of the Reverse Stock Split to be determined by the Board. On July 10, 2024, the Board determined that the exact ratio of the Reverse Stock Split is 1-for-4. On July 15, 2024, upon the effectiveness of the Reverse Stock Split, every four outstanding shares of the Company's Common Stock were, without any further action by the Company, or any holder thereof, converted into, and automatically became, one share of the Company's Common Stock. As a result of the effectiveness of the Amendment and the Reverse Stock Split, 18,839,686 shares of the Company's Common Stock issued and outstanding immediately prior to the Reverse Stock Split were converted into approximately 4,709,922 shares of the Company's Common Stock. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares of Common Stock resulting from the Reverse Stock Split were rounded up to the nearest whole share. The Reverse Stock Split did not change the par value of the Common Stock or the number of authorized shares of Common Stock, which was 490,000,000 shares of Common Stock immediately prior to the effectiveness of the Reverse Stock Split. As a result of the Reverse Stock Split, the number of shares of the Company's Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of the Company's Common Stock, and the exercise or conversion prices for these securities, have also be ratably adjusted in accordance with their terms. In connection with the Reverse Stock Split, the Company submitted to the Financial Industry Regulatory Authority, Inc. a notification form for processing the Reverse Stock Split on the OTC Markets, Inc, Pink Marketplace, the principal market of the Company's Common Stock. The Company will file a Current Report on Form 8-K upon FINRA's announcement of the effectiveness of the Reverse Stock Split on OTC Pink Marketplace. About Viewbix Headquartered in Ramat Gan, Israel, Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix's operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging. With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measured when a viewer performs a specific action while watching a video and collects and reports the results to the client. The Company, through its subsidiaries Gix Media and Cortex, expanded its digital advertising operations across two additional main sectors: ad search and digital content. Tel Aviv, Israel-based Brightman Almagor Zohar & Co., A Firm in the Deloitte Global Network, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company's non-compliance with its debt covenants as of Dec. 31, 2023 and the decrease in revenues and positive cash flows from operations may result in the Company's inability to repay its debt obligations during the 12-month period following the issuance date of these financial statements. These conditions raise a substantial doubt about the Company's ability to continue as a going concern. VITRO BIOPHARMA: Enters Into $4.13M Consolidated Note With Target ----------------------------------------------------------------- Vitro Biopharma, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 16, 2024, it entered into a letter agreement with Target Capital 16 LLC. Pursuant to the Target Agreement, in consideration of an additional $300,000 paid by Target to the Company, the outstanding notes issued by the Company to Target under the purchase agreement, dated Nov. 16, 2023, consisting of a (i) $2,500,000 original principal amount note dated Nov. 16, 2023 ("First Note") and (ii) $1,250,000 original principal amount note dated Jan. 4, 2024 (the "Second Note,"), each as amended by the letter agreement between the Company and Target, dated June 19, 2024, were consolidated, amended and restated into a new note under the Purchase Agreement. The Consolidated Note has a subscription amount of $3,300,000, an original issue discount of $825,000, and an original principal amount of $4,125,000, and otherwise has the same material terms as the Outstanding Notes. In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. About Vitro Biopharma Headquartered in Denver, Colorado, Vitro Biopharma, Inc. is an innovative biotechnology company targeting autoimmune diseases and inflammatory disorders, with an ancillary focus in the research services and cosmeceutical fields. With respect to its regenerative medicine business, the Company is developing novel cellular therapeutic candidates intended to address significant unmet medical needs. In the United States, the Company is authorized to conduct two clinical trials under two FDA IND applications to assess the safety and efficacy of AlloRx Stem Cell therapy in PTHS and PASC, or Long COVID, and expects to commence those trials in early 2024. The Company generates revenue from its other technologies through a number of other activities, including through the sale of its stem cell products as well as cosmeceuticals through InfiniVive MD, its wholly-owned subsidiary, which helps to alleviate its capital expenses. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated Jan. 29, 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. WEEKLEY HOMES: Moody's Raises CFR & Senior Unsecured Notes to Ba2 ----------------------------------------------------------------- Moody's Ratings upgraded the corporate family rating of Weekley Homes, LLC to Ba2 from Ba3, its probability of default rating to Ba2-PD from Ba3-PD and the rating on the senior unsecured notes to Ba2 from Ba3. The ratings outlook is maintained at stable. "The upgrade recognizes Weekley Homes' improved credit profile and commitment to a conservative financial policy, including low leverage and maintenance of good liquidity," said Griselda Bisono, Vice President – Senior Analyst at Moody's Ratings. The company has reduced leverage primarily through earnings growth over the past three years, with debt to book capitalization having declined to about 33% as of March 31, 2024 from 39% at the end of 2020. Moody's expect leverage to remain in the 32-33% range through the end of 2026. The stable outlook reflects Moody's expectation that Weekley Homes will continue to grow profitability amidst solid new home demand and limited supply of existing inventory. RATINGS RATIONALE The Ba2 CFR reflects the effectiveness of Weekley Homes' asset-light strategy, a model that minimizes impairment risk stemming from prolonged land exposure. Moody's ratings assessment also factors in the company's broad product offering and price point diversification as well as robust credit indicators, such as gross operating margin, low debt levels and high interest coverage. These positive aspects are counterbalanced by the company's substantial focus on the Texas market, which made up about 47% of revenue for the 12 months ended March 31, 2024. Lastly, the rating acknowledges the homebuilding industry's inherent cost pressures, including land, labor, and materials that could potentially erode gross margins. Furthermore, it also considers the industry's cyclicality, which could result in prolonged reductions in revenue. Moody's expect Weekley Homes to maintain good liquidity over the next 12 to 18 months despite expected negative free cash flow in 2024 of about $28 million and modestly positive free cash flow of $20 million in 2025. Moody's forecast takes into account increased land investment to support future growth. Moody's expect the company to comfortably cover its capital needs with cash on balance sheet, which Moody's forecast to be around $95 million in 2024 and $165 million in 2025. Moody's also expects the company's $400 million senior unsecured revolver will remain largely undrawn over this same time horizon. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Weekley Homes meaningfully expands its scale and improves geographic diversity while maintaining conservative financial policies. An upgrade would also reflect a measured approach with respect to acquisitions and shareholder friendly actions, as well as consistently maintaining total debt to capitalization below 35%. Maintenance of gross margins at strong levels, interest coverage consistently above 6.0x and good liquidity, including strong positive cash flow, would also be important factors for a ratings upgrade. The ratings could be downgraded if the company shifts to a more aggressive financial policy with respect to shareholder friendly activities, large scale acquisitions or if debt to book capitalization increases toward 45%. Weakening in EBIT to interest coverage below 5.0x, a significant decline in gross margin, a weakening in liquidity profile or a deterioration in end market conditions that results in net losses and impairments could result in a ratings downgrade. The principal methodology used in these ratings was Homebuilding and Property Development published in October 2022. Established in 1976 and headquartered in Houston, TX, Weekley Homes, LLC is one of the largest private homebuilders in the US, constructing entry level, first move-up, second move-up, and custom homes. Owned entirely by the Weekley family, senior management, a charitable trust and an Employee Stock Ownership Plan (ESOP), the company has a presence in 20 metropolitan areas across 12 states. For the 12 months ended March 31, 2024, the company generated approximately $3.2 billion in revenues and $393 million in net income. WEISS MULTI-STRATEGY: Seeks to Extend Plan Exclusivity to Oct. 17 ----------------------------------------------------------------- Weiss Multi-Strategy Advisers LLC and its affiliates asked the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 17 and December 16, 2024, respectively. The Debtors submit that "cause" exists for the Court to extend the Exclusive Periods requested in this Motion. Specifically, the following factors all weigh in favor of granting the requested extensions: * Less than 3 months have passed since the Initial Debtors Petition Date; * Until the general bar date and governmental bar date have passed, the Debtors will not know what claims have been filed. Extension of the Exclusive Periods will enable the Debtors to analyze the full universe of claims against the estates prior to proposing a chapter 11 plan. * The Debtors are not seeking an extension of their Exclusive Periods to exert pressure on any party. * The Debtors are proceeding diligently toward completion of the Chapter 11 Cases and will propose a plan as soon as practicable. The Debtors believe that the requested extensions will provide sufficient additional time to allow them to file a confirmable Chapter 11 plan. Counsel to the Debtors: KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP Tracy L. Klestadt, Esq. John E. Jureller, Jr., Esq. Lauren C. Kiss, Esq. Stephanie R. Sweeney, Esq. 200 West 41st Street, 17th Floor New York, NY 10036 Telephone: (212) 972-3000 Facsimile: (212) 972-2245 About Weiss Multi-Strategy Advisers Weiss Multi-Strategy Advisers LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10743) on Apr. 29, 2024. In the petition signed by George Weiss, manager, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Martin Glenn oversees the case. The Debtor tapped Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as counsel and Omni Agent Solutions, Inc. as claims and noticing agent. WFO LLC: Seeks to Hire James Wilkins as Bankruptcy Counsel ---------------------------------------------------------- WFO LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ James S. Wilkins, PC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its power and duties in the continued operation of its personal management of its property; (b) take necessary action to collect property of the estate and file suits to recover the same; (c) represent the Debtor in connection with the formulation and implementation of a Plan of Reorganization and all matters incident thereto; (d) prepare legal papers; (e) object to disputed claims; and (f) perform all other legal services for the Debtor which may be necessary. Mr. Wilkins will be paid at his hourly rate of $475, to be applied against a retainer of $7,500 for prepetition and post-petition services, costs, and filing fees. Mr. Wilkins disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James S. Wilkins, Esq. James S. Wilkins, PC 1100 NW Loop 410, Suite 700 San Antonio, TX 78205 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 Email: jwilkins@stic.net About WFO LLC WFO, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50824) on May 6, 2024. In the petition signed by Frank Shumate, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. James S. Wilkins, PC serves as the Debtor's bankruptcy counsel. WINDSOR TERRACE: No Patient Care Concern, 5th PCO Report Says ------------------------------------------------------------- Jacob Nathan Rubin, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California his fifth report regarding the health care facilities operated by Windsor Terrace Healthcare, LLC and its affiliates. This Fifth Report consists of the PCO's in-depth evaluation of the Debtors' healthcare facilities adherence to, and compliance with the applicable medical standard of patient care as defined by the Institute of Medicine ("IOM") (Medicare & Lohr), during the bankruptcy proceedings. The PCO reviewed and discussed previous report findings with administration Stockton facility. At the time of the interview with regional directors, the PCO was notified that a temporary substitute administrator was assigned to the facility. The facility is actively looking for a new director of nursing. Hospital transfers were reviewed and discussed with administrators. No increase in the number or reasons for transfers. No physical plant issues reported. The PCO reviewed and discussed previous report findings with administration in Hayward facility. A family reported a pressure ulcer that was investigated, reported to CDPH and treated. A corrective action plan was accepted. The skin and fall log were reviewed and discussed with administrators. No unusual trends were observed. No physical plant issues were observed and reported. In his report, the PCO noted that hospital transfers decreased this review cycle in Monterey facility. Four surveys were conducted during this review cycle. No deficiencies were issued. The administration reported that the social services department did not adequately document the acute emotional distress of a resident. A previously reported pressure ulcer investigation was closed by CDPH. The PCO reviewed and discussed previous report findings with administration in Pleasant Hill facility. Review of the transfers reveal that 70% of the patients transferred to the ER are admitted as inpatients. A significant number of patients are sub-acute patients with serious comorbidities. The findings are consistent with trends across facilities that care for sub-acute patients. No physical plant issues reported. The COVID-19 and RSV outbreak, reported in the last report was controlled and resolved in Sacramento. The COVID-19 and RSV outbreak, reported in the last report was controlled and resolved. An air conditioning unit was fixed and is working without further outages. A survey was conducted due to allegations of abuse. The outcome of the investigation is pending. Mr. Rubin found that the companies are meeting the standard of care. The PCO will continue to monitor the companies. A copy of the PCO report is available for free at https://urlcurt.com/u?l=jMhnHn from PacerMonitor.com. About Windsor Terrace Healthcare Windsor Terrace Healthcare LLC and its affiliates own and operate 16 skilled nursing facilities throughout the State of California, which provide 24-hour, 7-days-a-week and 365-days-a-year care to patients who reside at those facilities. Windsor Terrace Healthcare et al. also own and operate an assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). They do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare LLC and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-11200) on August 23, 2023. In the petition signed by Avrohom Tress, manager, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC filed for Chapter 11 on September 29, 2023. Judge Victoria S. Kaufman oversees the cases. Ron Bender, Esq., Monica Y. Kim, Esq., and Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo and Golubchik, LLP represent the Debtors as bankruptcy attorneys. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. Jacob Nathan Rubin is the patient care ombudsman appointed in the Debtors' cases. XCELERATOR BOATWORKS: Hires Cole Hayes as Attorney -------------------------------------------------- Xcelerator Boatworks Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Cole Hayes to handle its Chapter 11 case. The firm will be paid at $435 per hour. The firm will be paid a retainer in the amount of $14,238. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Cole Hayes, 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: Cole Hayes, Esq. 601 S. Kings Drive Suite F PMB #411 Charlotte, NC 28204 Telephone: (980) 416-4266 Email: cole@colehayeslaw.com About Xcelerator Boatworks Inc. Xcelerator Boatworks Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 24-50244) on Julyl 2, 2024. The Debtor is represented by Cole Hayes as counsel. YAK TIMBER: Seeks Approval to Hire Ritchie Bros. Auctioneers ------------------------------------------------------------ Yak Timber, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Alaska to employ Ritchie Bros. Auctioneers (America), Inc. as auctioneer. The firm will market and auction the Debtor's machineries and equipment. The firm will be paid at a commission of 11 percent of the gross sale proceeds for any auction lot sales in excess of $3,000, and 25 percent for any auction lot sales of $3,000 or less, with a minimum fee of $195 per auction lot. 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: Ritchie Bros. Auctioneers (America), Inc. 214 Ritchie Lane Chehalis, WA 98532 Tel: (360) 767-3000 About Yak Timber Yak Timber Inc., a timber company in Yakutat, Alaska, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00080) on May 11, 2023. In the petition signed by its chief executive officer, Marvin Adams, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's legal counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($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 64,125.0 (4,746.0) (9,815.0) AMNEAL PHARM INC AMRX US 3,456.4 (16.6) 545.7 ANNOVIS BIO ANVS US 7.8 (3.4) 2.9 APPIAN CORP-A APPN US 595.4 (9.7) 96.0 AQUESTIVE THERAP AQST US 129.5 (36.3) 95.3 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 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-A BDRAF US 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-B BBD/B CN 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-B BDRBF US 12,603.0 (2,144.0) 283.0 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) CHILDREN'S PLACE PLCE US 848.3 (34.9) (63.6) CHURCHILL CAPITA CCIXU US 0.2 (0.0) - CHURCHILL CAPITA CCIX US 0.2 (0.0) - COMMUNITY HEALTH CYH US 14,411.0 (879.0) 1,027.0 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) GOOSEHEAD INSU-A GSHD US 338.2 (19.7) 6.3 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 5,456.8 (734.5) (61.4) 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 14,393.2 (1,583.4) (2,443.7) OMEROS CORP OMER US 437.5 (71.3) 221.9 OTIS WORLDWI OTIS US 9,858.0 (4,882.0) (1,657.0) 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 65,782.0 (7,942.0) (1,388.0) 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 7,739.0 (1,491.0) 233.0 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 6,693.0 (884.0) 675.0 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 1,505.1 (1,816.4) (430.1) 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 ***