/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240731.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 31, 2024, Vol. 28, No. 212 Headlines 5 SHEFFIELD: Seeks to Hire Christo Vardakis as Accountant 502 GRACE HOLDINGS: Files for Chapter 11 Bankruptcy 8-10 LEEDS: Seeks to Hire Northeast Realty as Real Estate Broker 810 WILTON: Seeks to Hire Havkin & Shrago as Legal Counsel ADDMI INC: Case Summary & Five Unsecured Creditors AEC PARENT: $250MM Bank Debt Trades at 17% Discount AKCAFE OF NEW YORK: Seeks to Hire Jacobs P.C. as Legal Counsel AMENTUM HOLDINGS: S&P Rates New $1.25BB Senior Unsecured Notes 'B' AMERICAN ROCK: $485MM Bank Debt Trades at 16% Discount AMERICANAS: Independent Probe Confirms Accounting Fraud AP CORE: $1.02BB Bank Debt Trades at 16% Discount AP CORE: $780MM Bank Debt Trades at 16% Discount AQUA VERDE: Hires Law Office of Sean P. Patterson as Counsel ARGO HARDWARE: Case Summary & 20 Largest Unsecured Creditors ARTICO COLD: Hires Ravinia Capital as Investment Banker ASSOCIATION MOTOR: Auto Spa Hits Chapter 11 Bankruptcy Protection ATHABASCA OIL: S&P Rates New C$MM Senior Unsecured Notes 'B+' ATHENA MEDICAL: Hires B. Riley Advisory as Financial Advisor ATLAS LITHIUM: Appoints Tiago Moreira de Miranda as New CFO AULT ALLIANCE: Ault & Co Holds 85.72% Class A Shares as of July 23 AUSTIN GRADY: Unsecureds Will Get 46.61% of Claims over 3 Years AYRO INC: Falls Short of Nasdaq Minimum Bid Price Requirement BALLY'S CORP: S&P Places 'B+' Sec. Debt Rating on Watch Negative BEYOND MEAT: Reportedly Starts Talks With Bondholders BH&G HOLDINGS: Seeks to Hire Newmark Real Estate as Broker BISHOP OF SAN DIEGO: Hires Blank Rome LLP as Special Counsel BISHOP OF SAN DIEGO: Hires Brody & Shemwell as Special Counsel BISHOP OF SAN DIEGO: Taps Donlin Recano as Administrative Advisor BLACKBERRY LTD: Registers 15MM Additional Shares Under Amended EIP BLUM HOLDINGS: Appoints GuzmanGray as New Auditor Due to Merger BRIDLE PATH: Hires Bruce R. Baird PLLC as Special Counsel BURGERFI INTL: Moves to Nasdaq Capital Market, Gets 2nd Extension BYJU ALPHA: Court Declines to Pause Sanctions in Chapter 11 CARMELL CORP: Rajiv Shukla Quits as CEO, Replacement Named CARTER BURKS: Amends Plan to Include Northeast Bank Secured Claim CEL-SCI CORP: Closes $10.8 Million Securities Offering CGI 1100 BISCAYNE: Lender Sets August 5 Auction for Property CHEEKTOWAGA CONCRETE: Files for Chapter 11 Bankruptcy CMG MEDIA: $2.15BB Bank Debt Trades at 16% Discount COACH USA: Auction Faces Judicial Roadblock COACH USA: Reaches New Debt, Sale Deal With Creditors COLES OF LA JOLLA: Claims to be Paid From Income & Net Recoveries COMMSCOPE HOLDING: Inks $2.1-Bil. Purchase Deal With Amphenol COMMUNITY HEALTH: Reports Q2 2024 Revenue Growth, Reduced Loss COMPACT BRICK: Seeks to Hire Buddy D. Ford P.A. as Counsel CORNERSTONE BUILDING: S&P Rates New Senior Secured Notes 'B' CRYPTO CO: Secures $59,000 Loan From AJB Capital Investments CSC HOLDINGS: $2.50BB Bank Debt Trades at 15% Discount D&D TRANS: Hires Modestas Law Offices as Bankruptcy Counsel DAWKINS DEVELOPMENT: Hires Kirby Aisner & Curley as Counsel DIOCESE OF ROCHESTER: Judge Expresses Skepticism Over Plan DNC AND TCPA: Seeks Approval to Hire SL Biggs as Accountant DT&T LOGISTICS: Hires Modestas Law Offices as Legal Counsel EARTH SCIENCE: Director Jeff P.H. Cazeau Holds 53,605 Common Shares EIGER BIOPHARMACEUTICALS: Plan to Scrap Equity Securities EMPIRE TODAY: S&P Downgrades ICR to 'CCC', Outlook Negative EMPOWER CENTRAL: Amends Unsecureds & Secured Claims Pay Details ENOVA INTERNATIONAL: S&P Rates New $400MM Sr. Unsecured Notes 'B-' EVERI HOLDINGS: S&P Places 'BB-' ICR on CreditWatch Negative FASTLINE CARGO: Case Summary & 20 Largest Unsecured Creditors FISKER INC: Gets Bankruptcy Court Approval to Sell Remaining EVs FISKER INC: Noteholder Asks to Convert Case to Chapter 7 GALLERIA 2425: Trustee Hires Gordon Arata as Special Counsel GAUCHO GROUP: Bids for Buenos Aires Assets Due Sept. 12 GIRARDI & KEESE: Court Rejects Tom's Bid to Delay Wire Fraud Trial GSE SYSTEMS: CEO Khanna Will Receive $350,000 Base Salary GUARDIAN ELDER: Case Summary & 30 Largest Unsecured Creditors H&H ENTERPRISES: Hires Professional Management as Accountant HAMMER FIBER: Accountant Finds Omissions in Prior Audit Opinions HEALTHCARE AT COLLEGE: Seeks Chapter 11 Bankruptcy Protection HELIUS MEDICAL: Amends 2021 Plan, Adds Shares Under 2022 Plan HYRECAR INC: Gets Initial Okay for $1.9 Mil. Investor Settlement IMERYS TALC: Seeks Approval of Settlement With Cyprus, J&J INTEGRITY CARBON: Hires Embry Merritt Womack as Bankruptcy Counsel INTEGRITY CARBON: Seeks to Hire Raines Feldman as Special Counsel INTELGENX TECHNOLOGIES: Expects to Close Purchase Deal by Sept. 30 INTERCEMENT BRASIL: Files for Chapter 15 Recognition INTERSTATE CONSTRUCTION: Hires Transworld Business as Broker IVANTI SOFTWARE: $1.75BB Bank Debt Trades at 16% Discount JGA DEVELOPMENT: Hits Chapter 11 Bankruptcy Protection JOVI ENTERPRISES: Case Summary & 10 Unsecured Creditors JT ISLAND WAY: Seeks Chapter 11 Bankruptcy Protection JT ISLAND: Seeks to Hire Rappaport Osborne as Bankruptcy Counsel JUMP FINANCIAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR KOGA LLC: Seeks to Hire Phillip K. Wallace PLC as Legal Counsel KUMAS HOLDINGS: Taps Burke Warren MacKay & Serritella as Counsel LA FAMILIA: Hires Miranda & Maldonado PC as Counsel LAVERTU CAPITAL: Unsecureds to Split $32K over 3 Years LAVIE CARE: Committee Hires FTI Consulting as Financial Advisor LIGHTNING POWER: S&P Assigns 'BB-' CCR, Outlook Stable LTC TRANSPORTATION: Case Summary & 11 Unsecured Creditors M2S GROUP: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable MAMMOTH ENERGY: Reaches $188.4 Million Settlement with PREPA MASHINDUSTRIES INC: Hires Broadway Advisors as Financial Advisor MCGRAW-HILL EDUCATION: S&P Rates New Senior Secured Notes 'B' MELLO JOY: Hires Darnall Sikes & Frederick as Accountant MERCON COFFEE: Loses Insiders Liability Releases via Plan MIDSTATE BASEMENT: Case Summary & 20 Largest Unsecured Creditors MIDWEST CHRISTIAN: Christian Horizons Hits Chapter 11 Bankruptcy MIDWEST CHRISTIAN: Gets OK Hire B.C. Ziegler as Financial Advisor MIDWEST CHRISTIAN: Gets OK to Hire Dentons US as Legal Counsel MIDWEST CHRISTIAN: Gets OK to Hire Summers Compton as Local Counsel MIDWEST CHRISTIAN: Taps Kurtzman Carson as Administrative Advisor MIDWEST CHRISTIAN: Taps O'Conner of Healthcare Management as CRO MINIM INC: David Lazar Holds 84.1% Stake, Sells Shares for $5.6MM MK & UK PALM: Voluntary Chapter 11 Case Summary MMA LAW FIRM:Gets Court Okay to Tap Counsel w/ 40% Contingency Fees MMEX RESOURCES: Incurs $2.46 Million Net Loss in FY Ended April 30 MOBILEUM INC: Gets Debt Restructuring Offers from Audax, Lenders MR. COOPER GROUP: S&P Rates New $500MM Senior Unsecured Notes 'B' NETCAPITAL INC: Gets Delisting Notice From Nasdaq, Plans to Appeal NETCAPITAL INC: Swings to $4.99M Net Loss in FY Ended April 30 NEVER SLIP: Taps Carroll Services as Wind Down Administrator NOVABAY PHARMACEUTICALS: Closes $3.87M Underwritten Public Offering OAK MOUNTAIN: Hires Gina McDonald & Associates as Co-Counsel OAK MOUNTAIN: Seeks to Hire Spain & Gillon as Co-Counsel ONE TABLE RESTAURANT: Gets Interim Approval for Chapter 11 Loan ORCHARD PARK: Seeks to Hires Samuel L. Yellen as Counsel PARTNERS REAL ESTATE: Files for Chapter 11 Bankruptcy PDK LLC: Hires Dunham Hildebrand Payne as Legal Counsel PELICAN EDUCATIONAL: S&P Assigns 'BB' Issuer Credit Rating PERMIAN RESOURCES: S&P Rates New $MM Senior Unsecured Notes 'BB' PIGEON FREIGHT: Seeks to Hire Modestas Law as Bankruptcy Counsel PIONEER HEALTH: Creditors Seek to Hand Business Control to Trustee PLOURDE SAND: Seeks to Hire Northern Acres as Realtor PRO CIV CONSTRUCTION: Hires Bonds Ellis Eppich as Counsel PRO MACH: S&P Alters Outlook to Positive, Affirms 'B-' ICR PROGRAM INSITE: Hits Chapter 11 Bankruptcy Protection QUINCY HEALTH: S&P Lowers ICR to 'SD' on Distressed Transactions R & R MARKETING: FlyWithWine Shuts Down Suddenly, Seeks Chapter 7 R.R. DONNELLEY: S&P Rates New $650MM Jr. Lien Secured Notes 'B-' RED LOBSTER: In Talks to Keep Over 100 Leases in Chapter 11 RELIABLE ROADSIDE: Starts Subchapter V Bankruptcy Process REPIDA INC: Hires Modestas Law Offices as Bankruptcy Counsel RIBBON COMMUNICATIONS: Reports Q2 2024 Financial Results RIC (LAVERNIA): Hires Bryan Cave as Bankruptcy Counsel RLB FOOD: Creditors to Get Proceeds From Liquidation ROCKY MOUNTAIN: Appoints Carrie E. Cass as Chief Financial Officer ROCKY MOUNTAIN: Bradley Radoff, Foundation Disclose Stakes RODAN & FIELDS: In Restructuring Deal Negotiations for Fresh Cash ROYAL CARIBBEAN: S&P Rates New $1.5BB Senior Unsecured Notes 'BB+' SAN BENITO: Hazel Hawkins Fights for Bankruptcy Eligibility SAND CASTLE: Seeks to Hire Victor W. Dahar as Bankruptcy Counsel SCILEX HOLDING: Appoints Annu Navani, M.D. as Director SEAWORLD PARKS: S&P Rates New Term Loan B and Revolver 'BB+' SHOWTIME ACQUISITION: S&P Assigns 'B-' ICR, Outlook Positive SIYATA MOBILE: SD7 Now Part of Verizon's Stocked Handset Portfolio SIYATA MOBILE: Secures $1.2MM Follow-on Order From EMS Customer SOLAR BIOTECH: Gets Court Okay for $2.3 Million Final DIP Loan SOLAR BIOTECH: Hires Newpoint Advisors as Financial Advisor SOLAR BIOTECH: Seeks to Hire Porzio Bromberg & Newman as Counsel SOLIGENIX INC: Registers 1.05MM Shares for Possible Resale SOLUNA HOLDINGS: Closes $30MM Funding From Spring Lane Capital SPOT AT ANDERSON: Taps Mr. Anapolsky of Anapolsky Advisors as CRO SPRINGS WINDOW FASHIONS: Creditor Group Hires Perella as Adviser STENSON LANDSCAPE: Unsecureds to Get $5K per Month for 5 Years STEWARD HEALTH CARE: Paid CEO $3.8M 1 Year Before Chapter 11 SUNPOWER CORP: Marc-Antoine Pignon Appointed to Board SUPERIOR READY: Taps Martin Kroesche as Estate Representative SVB FINANCIAL: Chubb Cos. Asks Court to Reject Chapter 11 Plan SVB FINANCIAL: DOJ Says Plan Violates S.C.'s Purdue Ruling SYNAPSE FINANCIAL: Trustee Hires Cravath Swaine as Counsel T-REX SPORTS: Hires Maschmeyer Marinas PC as Counsel TELLURIAN INC: To be Acquired by Woodside for Approximately $900M TRUENORTH PROJECTS: Public Sale Auction Set for August 15 UETEK: Amends Unsecureds & East West Bank Secured Claims Pay UPHEALTH HOLDINGS: Asks Court Okay for Chapter 11 Sale of TTC VTV THERAPEUTICS: FDA Places on Clinical Hold Type 1 Diabetes Study WEEKLEY HOMES: S&P Upgrades ICR to 'BB', Outlook Stable WFO LLC: Taps Martin Kroesche as Estate Representative, Agent WHITE CAP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable XL COMPANIES: Amends GWT Secured Claim Pay Details YELLOW CORP: Fails to Persuade Court to Alter Union Suit Dismissal YELLOW CORP: Says Company Has No Liabilities on Pension Withdrawal YIELD10 BIOSCIENCE: Terminates Convertible Note Issued to MPC ZACHRY INDUSTRIAL: Reaches Deal w/ Contractors for Bankruptcy Exit ZOOZ POWER: To Hold an Investor Update Conference Call on Aug. 1 ********* 5 SHEFFIELD: Seeks to Hire Christo Vardakis as Accountant --------------------------------------------------------- 5 Sheffield LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Christo Vardakis & Associates, LLC. The firm will review any tax claim filed in the Debtor's Chapter 11 case; advise the Debtor regarding any accounting or tax-related aspect of its bankruptcy plan or sale of its assets; and provide other accounting and financial advisory services related to the case. Christo Vardakis will charge $375 per hour for its services and $500 per month for financial reports. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Christo Vardakis can be reached through: Christo Vardakis Christo Vardakis & Associates, LLC 140 Route 17 North Hackensack, NJ 07601 Phone: (201) 489-1040 Email: cvassociates1@gmail.com About 5 Sheffield LLC 5 Sheffield LLC sought protection for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D.N.J. Case No. 24-16186) on June 20, 2024. Judge John K Sherwood presides over the case. Walter D. Nealy, Esq. at Walter D. Nealy, PC represents the Debtor as counsel. 502 GRACE HOLDINGS: Files for Chapter 11 Bankruptcy --------------------------------------------------- 502 Grace Holdings Inc. filed Chapter 11 protection in the Eastern District of New York. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 12, 2024 at 2:00 p.m. in Room Telephonically on telephone conference line: 1 (877) 953-2748,. participant access code: 3415538#. About 502 Grace Holdings 502 Grace Holdings Inc. is engaged in activities related to real estate. 502 Grace Holdings Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-42826) on July 8, 2024. In the petition filed by Marcia Samuel, as president, secretary, and treasurer, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Nancy Hershey Lord handles the case. The Debtor is represented by: Leo Fox, Esq. LAW OFFICE OF LEO FOX, ESQ. 630 Third Avenue - 18th Floor New York, NY 10017 Tel: 212-867-9595 Email: leo@leofoxlaw.com 8-10 LEEDS: Seeks to Hire Northeast Realty as Real Estate Broker ---------------------------------------------------------------- 8-10 Leeds LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Northeast Realty LLC as its real estate broker. The broker will attempt to sell the Debtor's real estate located at 6 Glover Court, 4 Glover Court, 8 Glover Court, 12 Leeds Street, 10 Glover Court, 10 Leeds Street, 8 Leeds Street, Boston, Massachusetts. The broker will receive a commission of 3 percent of the gross sale price. Margaret Adams, broker with Northeast Realty, assured the court that his firm is a "disinterested person" as defined in 11 U.S.C. 101(14). The firm can be reached through: Margaret Adams Northeast Realty LLC 6 Winn Street Woburn, MA 01801 Phone: (781) 999-1670 Email: padams@northeastrealty.biz About 8-10 Leeds LLC 8-10 Leeds LLC in Saugus, MA, filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 24-11126) on June 5, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Kevin Chiles as manager, signed the petition. Judge Janet E. Bostwick oversees the case. VAN DAM LAW LLP serve as the Debtor's legal counsel. 810 WILTON: Seeks to Hire Havkin & Shrago as Legal Counsel ---------------------------------------------------------- 810 Wilton Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Havkin & Shrago, Attorneys At Law as counsel. The firm will provide these services: (a) represent the Debtor at its initial interview; (b) represent the Debtor at the meeting of creditors pursuant to Bankruptcy Code Sec. 341(a) or any continuance thereof; (c) represent the Debtor at all hearings before the bankruptcy court; (d) prepare legal papers; (e) advise the Debtor regarding matters of bankruptcy law; (f) represent the Debtor in contested matters; (g) assist the Debtor in the preparation of a plan of reorganization and the negotiation and implementation of the plan; (h) analyze claims that have been filed in the Debtor's bankruptcy case; (i) negotiate with the Debtor's creditors regarding the amount and payment of their claims; (j) object to claims as may be appropriate; and (k) provide all other necessary legal services. The firm will be paid as follows: Stella Havkin $535 per hour David Jacob $395 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. The retainer is $20,000. Stella Havkin, Esq., a partner at Havkin & Shrago, Attorneys at Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stella Havkin, Esq. Havkin & Shrago, Attorneys at Law 5950 Canoga Avenue, #400 Woodland Hills, CA 91367 Tel: (818) 999-1568 Fax: (818) 293-2414 Email: stella@havkinandshrago.com About 810 Wilton Ventures, LLC 810 Wilton Ventures owns a real property located at 709 North Kenmore Avenue, Los Angeles, California having a comparable sale value of $12 million. 810 Wilton Ventures LLC in Los Angeles, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-15230) on July 1, 2024, listing $12,000,000 in assets and $7,892,627 in liabilities. Jonathan Pae, managing member, signed the petition. STELLA HAVKIN serve as the Debtor's legal counsel. ADDMI INC: Case Summary & Five Unsecured Creditors -------------------------------------------------- Debtor: Addmi, Inc. 4801 Lang Ave NE, Suite 110 Albuquerque, NM 87109 Business Description: Addmi provides a comprehensive Point of Sale solution that includes features like loyalty programs, marketing tools, timecards, and online ordering capabilities. Addmi is dedicated to providing businesses with the best tools to help increase sales while decreasing software costs. Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court District of New Mexico Case No.: 24-10776 Judge: Hon. Robert H Jacobvitz Debtor's Counsel: Christopher M. Gatton, Esq. GATTON & ASSOCIATES, P.C. 10400 Academy N.E. Suite 350 Albuquerque, NM 87111 Tel: (505) 271-1053 Email: Chris@GattonLaw.com Total Assets: $2,057,012 Total Liabilities: $1,171,244 The petition was signed by Any Lim as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/24N7UTQ/Addmi_Inc_a_Delaware_Corporation__nmbke-24-10776__0001.0.pdf?mcid=tGE4TAMA AEC PARENT: $250MM Bank Debt Trades at 17% Discount --------------------------------------------------- Participations in a syndicated loan under which Aec Parent Holdings Inc. is a borrower were trading in the secondary market around 83.4 cents-on-the-dollar during the week ended Friday, July 26, 2024, according to Bloomberg's Evaluated Pricing service data. The $250 million Term loan facility is scheduled to mature on June 13, 2029. About $245 million of the loan is withdrawn and outstanding. Headquartered in Jacksonville, Florida, AEC Parent Holdings, Inc. ("Advancing Eyecare") is a national provider of ophthalmic products and service solutions in the eyecare marketplace, with presence in Canada and Mexico. The company generated pro forma revenues of approximately $247 million for the twelve months ended December 31, 2023. Advancing Eyecare is a portfolio company of private equity firm Cornell Capital. AKCAFE OF NEW YORK: Seeks to Hire Jacobs P.C. as Legal Counsel -------------------------------------------------------------- Akcafe of New York LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Jacobs P.C., as its attorney. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these Chapter 11 cases; c. taking all necessary actions to protect and preserve the Debtors' estates; d. preparing pleadings in connection with these Chapter 11 cases; e. advising the Debtors in connection with any potential sale of assets; f. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; g. advising the Debtors regarding tax matters; h. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and i. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. The firm will be paid at these rates: Partners $1,000 per hour Counsel $865 to $1,200 per hour Associates $575 to $715 per hour Paralegals $210 to $300 per hour The Debtor paid the firm an initial retainer of $10,000 on or about Dec. 12, 2023. Additional retainers of $5,000 each were paid on Jan. 18, 2024, Feb. 16, 2024, and April 29, 2024, respectively The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leo Jacobs, Esq., a partner at Jacobs 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: Leo Jacobs, Esq. Jacobs P.C. 595 Madison Avenue, 39th Floor New York, NY 10022 Tel: (212) 229-0476 Email: leo@jacobspc.com About Akcafe of New York LLC Akcafe of New York owns the hookah lounge at 208 East 34th Street, New York, NY 10016. Akcafe of New York LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10853) on May 17, 2024, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Ali Dogan as managing member. Judge David S. Jones presides over the case. Leo Jacobs, Esq. at JACOBS P.C. represents the Debtor as counsel. AMENTUM HOLDINGS: S&P Rates New $1.25BB Senior Unsecured Notes 'B' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '6' recovery rating to U.S.-based government services provider Amentum Holdings LLC's proposed $1.25 billion senior unsecured notes due 2032. The '6' recovery rating indicates its expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. The notes will rank junior to the company's proposed $3.5 billion term loan B due 2031 and $850 million revolving credit facility (undrawn) due 2029. Amentum will use the proceeds from these notes to refinance its existing capital structure and partially fund a $1 billion dividend to Jacobs Solutions Inc. as part of its all-stock acquisition of Jacobs' Critical Mission Systems and Cyber and Intelligence businesses, which S&P expects will close before the end of 2024. All of its other ratings on Amentum are unchanged because S&P views the transaction as leverage neutral. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B' issue-level rating and '6' recovery rating to the proposed $1.25 billion senior unsecured notes due 2032. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. -- S&P rates the company's proposed $3.5 billion first-lien term loan 'BB-' with a '3' (50%-70%; rounded estimate: 60%) recovery rating. -- S&P's simulated default scenario assumes a default in 2028 due to the loss of significant customer contracts that reduces Amentum's cash flow. -- S&P values the company on a going-concern basis using a 5x multiple of its projected emergence EBITDA. This multiple is in line with the multiples S&P uses for Amentum's peers in the aerospace and defense industry. -- S&P assumes the revolver is 85% drawn at the time of default, which consistent with its assumptions for most other corporate issuers. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $568 million -- EBITDA multiple: 5x -- Jurisdiction: U.S. Simplified waterfall -- enterprise value (after 5% administrative costs): $2.7 billion -- Valuation split (obligors/nonobligors): 75%/25% -- Collateral value available to first-lien debt: $2.4 billion -- First-lien debt claims: $4.2 billion --Recovery expectations 50%-70% (rounded estimate: 60%) -- Total value available to unsecured claims: $236 million -- Total unsecured debt claims: $3.1 billion --Recovery expectations 0%-10% (rounded estimate: 5%) Note: All debt amounts include six months of prepetition interest. AMERICAN ROCK: $485MM Bank Debt Trades at 16% Discount ------------------------------------------------------ Participations in a syndicated loan under which American Rock Salt Co LLC is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Friday, July 26, 2024, according to Bloomberg's Evaluated Pricing service data. The $485 million Term loan facility is scheduled to mature on June 12, 2028. The amount is fully drawn and outstanding. American Rock Salt Company LLC produces highway de-icing rock salt. The company operates a single mine in upstate New York and sells primarily to state and local government agencies in the northeastern United States. The firm is a wholly owned subsidiary of American Rock Salt Holdings, LLC, which is closely held by private investors including some members of management. The company does not publicly disclose its financial statements. Headquartered in Retsof, N.Y., American Rock Salt generated approximately $170 million in revenue for the twelve months ended December 31, 2023. AMERICANAS: Independent Probe Confirms Accounting Fraud ------------------------------------------------------- Luciana Magalhaes and Luana Maria Benedito of Reuters report that Brazilian retailer Americanas SA is sharing with authorities new details of how it hid over $4 billion in debt, saddling investors with huge losses and doubts about what comes next for the 95-year-old brand, whose former executives are under police investigation. The independent committee report on the accounting fraud, presented to the company's board and summarized for investors in a late Tuesday, July 16, 2024, filing, adds to evidence that management cooked the books for years before a January 2023 bankruptcy filing. The scheme involved improper entries in suppliers' accounts such as fictitious advertising budgets and financial operations incorrectly reflected on the company's balance sheet. Americanas said in the filing that those responsible are no longer with the company and the internal report is being shared with federal police, prosecutors and securities regulators. Last month,June 2024, former chief executive Miguel Gutierrez was arrested in Madrid and later released as part of a police investigation. Brazilian authorities are pushing for extradition of Gutierrez, who has dual citizenship. Another former executive targeted by the criminal probe, Anna Saicali, former head of e-commerce, recently returned from Portugal to Brazil and handed her passport over to police. Attorneys representing Gutierrez and Saicali said in separate statements that their clients deny any wrongdoing and are collaborating with the investigation. The scandal at Americanas, backed by three billionaires including Jorge Paulo Lemann, one of Brazil's richest men, sent shockwaves through financial markets and tarred a brand that has long been a fixture of Brazilian retail. The company, based in Rio de Janeiro, is known for selling everything from chocolates to TV sets and women's underwear. But Americanas has struggled for years against fierce competition from more internet-savvy rivals such as Mercado Libre (MELI.O), opens new tab and Magazine Luiza (MGLU3.SA), opens new tab. "I am skeptical about the future of Americanas, about the sustainability of their business model," said consultant André Pimentel, a managing partner at Performa Partners who worked on a restructuring of Americanas in early 2000s. The retailer was founded in 1929 in Niterói, across the bay from Rio's state capital, by a group including Austrian and American entrepreneurs. Lemann and his partners, Marcel Telles and Carlos Alberto Sicupira, later acquired a dominant stake in the company. The three, who have not been cited in the police investigation, currently own around 30% of shares and have agreed to put up additional capital to rescue the distressed company. About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. AP CORE: $1.02BB Bank Debt Trades at 16% Discount ------------------------------------------------- Participations in a syndicated loan under which AP Core Holdings II LLC is a borrower were trading in the secondary market around 84.1 cents-on-the-dollar during the week ended Friday, July 26, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.02 billion Term loan facility is scheduled to mature on September 1, 2027. The amount is fully drawn and outstanding. AP Core Holdings II LLC is a core operating subsidiary of College Parent L.P. (Yahoo). The company intends to allocate the proceeds from the fungible debt between its term loan B-1 and term loan B-2. The exact split of the proceeds will be determined based on market interest. S&P's '2' recovery rating on the debt remains unchanged, indicating its expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default. AP CORE: $780MM Bank Debt Trades at 16% Discount ------------------------------------------------ Participations in a syndicated loan under which AP Core Holdings II LLC is a borrower were trading in the secondary market around 84.4 cents-on-the-dollar during the week ended Friday, July 26, 2024, according to Bloomberg's Evaluated Pricing service data. The $780 million Term loan facility is scheduled to mature on September 1, 2027. About $674.4 million of the loan is withdrawn and outstanding. AP Core Holdings II LLC is a core operating subsidiary of College Parent L.P. (Yahoo). The company intends to allocate the proceeds from the fungible debt between its term loan B-1 and term loan B-2. The exact split of the proceeds will be determined based on market interest. S&P's '2' recovery rating on the debt remains unchanged, indicating its expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default. AQUA VERDE: Hires Law Office of Sean P. Patterson as Counsel ------------------------------------------------------------ Aqua Verde Investment Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Law Office of Sean P. Patterson to handle its Chapter 11 case. The firm will be paid at the rate of $400 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sean P. Patterson, Esq., a partner at Law Office of Sean P. Patterson, 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: Sean P. Patterson, Esq. Law Office of Sean P. Patterson 232 Court St. Reno, NV 89501 Tel: (775) 786-1615 Email: illegalpat@aol.com About Aqua Verde Investment Group, LLC Aqua Verde Investment Group LLC is the owner of a semi-developed land located at 447 Lakeshore Boulevard, Incline Village, NV having an appraised value of $13.5 million. Aqua Verde Investment Group LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-50627) on June 24, 2024. In the petition signed by Gary J. Hill, managing member, the Debtor reports total assets of $13,748,000 and total liabilities of $8,129,500. Honorable Bankruptcy Judge Hilary L. Barnes handles the case. The Debtor is represented by Sean P. Patterson, Esq. ARGO HARDWARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Argo Hardware, Inc. 335 US Hwy 11 Trussville, AL 35173 Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court Northern District of Alabama Case No.: 24-40873 Judge: Hon. James J Robinson Debtor's Counsel: Steven D. Altmann, Esq. ALTMAN LAW FIRM, LLC Nomberg Law Firm 3940 Montclair Rd, Ste 401 Birmingham, AL 35213 Tel: (205) 930-6900 Fax: (205) 855-4262 Email: steve@nomberglaw.com Total Assets: $175,746 Total Liabilities: $1,008,965 The petition was signed by Glen Waldrop 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/XTJQHDQ/Argo_Hardware_Inc__alnbke-24-40873__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XW222CA/Argo_Hardware_Inc__alnbke-24-40873__0001.0.pdf?mcid=tGE4TAMA ARTICO COLD: Hires Ravinia Capital as Investment Banker ------------------------------------------------------- Artico Cold Storage Chicago LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Ravinia Capital as investment banker. The firm will provide these services: (a) develop a list of potential buyers or lenders that may have interest in acquiring the Debtor's assets or providing capital and will then consult with the Debtor to identify a narrower list of those who are likely to be approved prospects; (b) prepare materials that it can send to Approved Prospects, transmit the materials, and then engage in discussions with Approved Prospects to explore interest levels and to provide, if requested, access to a virtual data room; (c) solicit letters of intent or expressions of interest ("LOIs") from Approved Prospects and then work with the Debtor to evaluate the LOIs; (d) work with the Debtor and its counsel to formulate procedures to foster competitive bidding from any party that has submitted an LOI or otherwise expressed interest in pursuing a transaction involving either a capital raise or a sale of assets (a "Transaction"); and (e) work with the Debtor and its counsel to evaluate and, if warranted, identify any Transaction that is in the best interests of the Bankruptcy Estate and, if warranted, to then seek authorization to consummate said Transaction. The firm will be paid an Advisory Fee of $18,000 per month. The firm will be paid a Transaction Fee of 5 percent of the Cumulative Total Consideration. Thomas Goldblatt, a principal at Ravinia Capital, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas Goldblatt Ravinia Capital, LLC 125 S. Wacker Dr., Ste. 300 Chicago, IL, 60606 Tel: (312) 316-4641 Email: tgoldblatt@raviniacapitalllc.com About Artico Cold Storage Chicago LLC Artico Cold Storage Chicago, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-04371) on March 26, 2024, with $1 million to $10 million in both assets and liabilities. Judge Deborah L. Thorne presides over the case. William J. Factor, Esq., represents the Debtor as legal counsel. ASSOCIATION MOTOR: Auto Spa Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------------------- Association Motor Club LLC filed Chapter 11 protection in the Northern District of Georgia. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 7, 2024 at 2:00 p.m. in Room Telephonically on telephone conference line: 888-902-9750. participant access code: 9635734. About Association Motor Club LLC Association Motor Club LLC, doing business as Auto Spa Bistro, is engaged in cleaning, washing, and/or waxing automotive vehicles. Association Motor Club LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-57098) on July 9, 2024. In the petition filed by Lemont Bradley, as owner, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC 2987 Clairmont Road Suite 350 Atlanta GA 30329 Tel: 404-584-1238 E-mail: wrountree@rlkglaw.com ATHABASCA OIL: S&P Rates New C$MM Senior Unsecured Notes 'B+' ------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to Athabasca Oil Corp.'s proposed C$200 million senior unsecured notes due 2029. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded capped estimate: 85%) recovery in the event of a default. S&P said, "We cap our recovery ratings on the unsecured debt of companies with an issuer credit rating in the 'B' category at '2' (85%) because we assume, based on empirical analysis, that the size and ranking of their debt and nondebt claims will change prior to a hypothetical default. "We expect Athabasca will use the proceeds from the proposed notes to fully redeem its existing US$157 million senior secured notes due 2026. We view the transaction as neutral for the company's credit quality. Accordingly, our 'B' issuer credit rating and stable outlook on Athabasca are unchanged." The Trans Mountain Expansion Project (TMX), which came online in May 2024, substantially increased Canada's heavy oil egress capacity and, accordingly, provided some much-needed stability to the Western Canadian Select (WCS) heavy oil differential. A narrower WCS differential, combined with its solid well performance, contributed to a strong second quarter for Athabasca. In tandem with the release of its second-quarter earnings, the company announced that it plans to expand the production of its Leismer asset to its regulatory capacity of 40,000 barrels per day (bbl/d) in 2028. Athabasca achieved record production at Leismer of 28,000 bbl/d in June. Relative to the company's stand-alone thermal production of just under 34,000 bbl/d in the second-quarter of 2024, this expansion would represent an about 35% increase in its daily average production. S&P anticipates the company will fund the modest incremental capital expenditure for this expansion (about C$300 million in total over three years) with internally generated cash flows. S&P said, "Under our current oil and gas price assumptions, we forecast Athabasca will continue to generate positive free operating cash flow through 2026. The company also maintains ample liquidity, including about C$300 million of cash on hand as of June 30, 2024, and an undrawn C$110 million revolving credit facility, which it could use to absorb any unanticipated volatility in hydrocarbon pricing. Incorporating the proposed issuance and the Leismer expansion, we continue to forecast Athabasca will maintain strong leverage metrics, including average funds from operations (FFO) to debt of well over 100% and debt to EBITDA of about 0.8x for 2024-2025." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P has updated its estimated enterprise value for Athabasca to reflect its reported year-end 2023 bitumen reserves and exclude its conventional reserves, which it spun off into stand-alone entity Duvernay Energy Corp. -- S&P has included the company's proposed C$200 million senior unsecured notes in its debt waterfall. Because Athabasca's existing senior secured debt matures in 2026, S&P assumes it will repay this debt tranche (US$157 million) prior to its simulated default in 2027. -- S&P assigned its 'B+' issue-level rating and '2' recovery rating to the proposed senior unsecured notes. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded capped estimate: 85%) recovery. -- S&P has valued Athabasca on a going-concern basis using a reserve multiple approach by applying a range of distressed fixed prices to its thermal bitumen reserves as of Dec. 31, 2023 (proved and probable reserves and contingent resources). -- In S&P's default scenario, S&P applies a price of $4.00 per barrel to the company's proven bitumen reserves, $2.00 per barrel to its probable bitumen reserves, and $0.75 per barrel to its best estimate contingent cretaceous resources. -- The values S&P ascribed to all categories of the company's oil sands reserves and resources are deeply discounted relative to historically observed market prices because they represent our valuation estimates amid a simulated trough in the hydrocarbon price cycle. S&P said, "Our recovery analysis assumes that, in a hypothetical bankruptcy scenario, Athabasca's secured creditors are fully covered, with the remaining value available to its unsecured noteholders. "We cap our recovery ratings on the unsecured debt of companies with an issuer credit rating in the 'B' category at '2' (85%) because we assume, based on empirical analysis, that the size and ranking of their debt and nondebt claims will change prior to a hypothetical default." Simulated default assumptions -- Simulated year of default: 2027 Simplified waterfall -- Net enterprise value (after 5% administrative costs): US$2.5 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Secured first-lien debt and priority claims: US$90 million --Recovery expectations: Not applicable -- Senior unsecured debt and pari passu claims: US$165 million --Recovery expectations: Capped at 70%-90% (rounded estimate: 85%) Note: All debt amounts include six months of prepetition interest. ATHENA MEDICAL: Hires B. Riley Advisory as Financial Advisor ------------------------------------------------------------ Athena Medical Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ GlassRatner Advisory & Capital Group, LLC dba B. Riley Advisory Services as financial advisor. The firm's services include: a. evaluating the Debtor's current operations, business plan and go-forward business strategy; b. analyzing the Debtor's historical financial performance and operating structure; c. reviewing the Debtor's proposed plan of reorganization; d. developing multi-year financial projections, accompanied by comprehensive narrative identifying/explaining significant assumptions incorporated therein, that reflect the Debtor's go-forward business strategy and incorporate the terms and conditions of the proposed plan of reorganization; e. rendering testimony (deposition and in-court) with respect to the reasonableness of the multi-year financial projections prepared and the feasibility of the Debtor's proposed plan of reorganization based on said financial projections; and f. performing such other tasks/duties that fall within the customary responsibilities of a Chapter 11 debtor's financial advisor as may requested by the Debtor's counsel and agreed to by B. Riley. The firm will be paid at these rates: Jeffrey Truitt $675 per hour Senior Managing Directors $600 to 675 per hour Managing Directors $425 to 595 per hour Professionals $275 to 495 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. Jeffrey Truitt, a partner at GlassRatner Advisory & Capital Group, LLC dba B. Riley Advisory Services, 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: Jeffrey R. Truitt B. Riley Advisory Services 555 W. Fifth Street, Suite 3725 Los Angeles, CA 90013 Tel: (213) 910-0734 Email: jtruitt@brileyfin.com About Athena Medical Group, LLC Athena Medical Group, LLC -- https://athenamedgroup.com/ -- provides primary care, transitional care, chronic care management, remote patient monitoring, and telehealth services. The company is based in Phoenix, Ariz. Athena Medical Group filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01635) on March 16, 2023, with total assets of $3,843,022 and total liabilities of $12,707,798. James E. Cross has been appointed as Subchapter V trustee. Judge Brenda K. Martin oversees the case. The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy counsel; and Ball, Santin & McLeran and Simmons & Gottfried, PLLC, as special counsels. ATLAS LITHIUM: Appoints Tiago Moreira de Miranda as New CFO ----------------------------------------------------------- Atlas Lithium Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 17, 2024, Gustavo P. Aguiar resigned as the Chief Financial Officer (serving as the principal financial and accounting officer) and Treasurer of the Company. Mr. Aguiar's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Aguiar's departure was driven by his desire to join his family's real estate business, and he has agreed to make himself available as needed to guarantee a smooth transition. On July 23, 2024, the Company's Board of Directors appointed Tiago Moreira de Miranda, 40, as the Company's new Chief Financial Officer, Principal Accounting Officer, and Treasurer, effective immediately. From February 2024 until July 2024, Mr. Miranda was the Chief Financial Officer of Apollo Resources Corporation, a private company and a subsidiary of Atlas Lithium. In such capacity, Mr. Miranda managed all of Apollo Resources' financial and administrative related processes, including treasury, accounting, tax, and financial planning and budgeting. Previously, from May 2020 to December 2023, Mr. Miranda was the senior financial officer for the Brazilian operations of Horizonte Minerals Plc., a British publicly listed company with two nickel projects in Brazil. During his tenure, he successfully contributed to securing project financing of US$713 million for a ferronickel project and an additional $300 million Brazilian real credit facility with Banco da Amazonia. Between November 2019 to April 2020, Mr. Miranda held the position of Financial Controller for the Brazilian operations at Equinox Gold, a Canadian publicly listed gold producer. From March 2008 to October 2019, Mr. Miranda served as the Controller of Ferrous Resources Ltd., an iron producer partially owned by Icahn Enterprises, a NYSE-listed company. He actively contributed to the development of company projects from exploration through construction and operation and was also heavily involved in Ferrous Resources' US$550 million sale to Vale S/A, the largest Brazilian mining company. From September 2005 to March 2008, Mr. Miranda was an auditor with Deloitte Touche Tohmatsu in Brazil. He has an undergraduate degree in Business Administration and Accounting, and a Master of Business Administration, both from IBMEC in Brazil. Mr. Miranda is fluent in Portuguese and English. In consideration for his services as an officer of the Company, Mr. Miranda will: (i) receive cash compensation of US$ 15,000 per month; (ii) have the opportunity, based on achieving certain specific performance metrics, to earn additional annual compensation of up to US$45,000 and up to US$15,000 as a discretionary bonus based; (iii) receive 40,000 time-based restricted stock units to be granted pursuant to the Company's 2023 Stock Incentive Plan, which shares will vest annually in four equal installments, with vesting period starting the first month after his employment start date. Additionally, if during the first 12 months of his employment, calculated from his employment start date, Mr. Miranda's employment is terminated by the Company for any reason, 25% of his RSUs will vest immediately upon termination. Mr. Miranda will receive separate compensation for supervising the internal accounting and other financial-related functions for Apollo Resources and Jupiter Gold Corporation, another subsidiary of Atlas Lithium. Except as disclosed herein, there are no arrangements or understandings between Mr. Miranda and any other person pursuant to which he was selected as an officer, and Mr. Miranda is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Miranda and any director or officer of the Company. About Atlas Lithium Headquartered in Minas Gerais, Brazil, Atlas Lithium Corporation -- http://www.atlas-lithium.com/-- is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, the Company owns exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Its current focus is the development from exploration to active mining of its hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known lithium-bearing pegmatitic district, which has been denominated by the government of Minas Gerais as "Lithium Valley." Atlas Lithium reported a net loss of $42.63 million for the 12 months ended Dec. 31, 2023, compared to a net loss of $5.66 million for the 12 months ended Dec. 31, 2022. As of March 31, 2024, the Company had $37.70 million in total assets, $35.10 million in total liabilities, and $2.60 million in total stockholders' equity. Atlas Lithium has historically incurred net operating losses and has not yet generated material revenues from the sale of products or services. As a result, the Company's primary sources of liquidity have been derived through proceeds from the (i) sales of its equity and the equity of one of its subsidiaries, and (ii) issuance of convertible debt. As of March 31, 2024, the Company had cash and cash equivalents of $17,729,465 and working capital of $11,280,122, compared to cash and cash equivalents $29,549,927 and a working capital of $24,044,931 as of December 31, 2023. The Company believes its cash on hand will be sufficient to meet its working capital and capital expenditure requirements for a period of at least 12 months. However, the Company's future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of its growth, its ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand its mineral resources, the types of processing facilities it would need to install to obtain commercial-ready products, and the ability to attract talent to manage its different areas of endeavor. To the extent that its current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than it expects, the Company may be forced to scale back its existing operations and growth plans, which could have an adverse impact on its business and financial prospects and could raise substantial doubt about its ability to continue as a going concern. AULT ALLIANCE: Ault & Co Holds 85.72% Class A Shares as of July 23 ------------------------------------------------------------------ Ault & Company, Inc. disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that, as of July 23, 2024, the firm and its affiliated individuals -- Milton C. Ault, III, Chief Executive Officer and Chairman of Ault & Company and Founder and Executive Chairman of Ault Alliance, Inc.; William B. Horne, Chief Financial Officer and Vice Chairman of Ault & Company and Chief Executive Officer of Ault Alliance; Henry C.W. Nisser, President, General Counsel, and a director of both Ault & Company and Ault Alliance; and Kenneth S. Cragun, Chief Financial Officer of Ault Alliance -- beneficially owned shares of Class A common stock of Ault Alliance Inc. A. Ault & Company (a) As of July 23, 2024, Ault & Company may be deemed to beneficially own 214,940,800 Shares, representing 85.72% of the shares outstanding. The ownership consists of (i) 25,229 Shares, (ii) 200,000,000 Shares issuable upon conversion of 44,000 shares of Series C Preferred Stock and (iii) 14,915,571 Shares issuable upon exercise of outstanding warrants. Each share of Series C Preferred Stock has a stated value of $1,000.00 and is convertible into Shares at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.22, or (B) 105% of the volume weighted average price of the Shares during the ten trading days immediately prior to the date of conversion. B. Milton C. Ault, III (a) As of July 23, 2024, Mr. Ault may be deemed to beneficially own 214,943,126 Shares, representing 85.72% of the shares outstanding. The ownership consists of (i) 2,245 Shares, (ii) 81 Shares underlying stock options currently exercisable or exercisable within 60 days, (iii) 25,229 Shares held by Ault & Company, (iv) 200,000,000 Shares issuable upon conversion of 44,000 shares of Series C Preferred Stock held by Ault & Company, and (v) 14,915,571 Shares issuable upon exercise of outstanding warrants held by Ault & Company. Each share of Series C Preferred Stock has a stated value of $1,000.00 and is convertible into Shares at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.22, or (B) 105% of the volume weighted average price of the Shares during the ten trading days immediately prior to the date of conversion. Mr. Ault may be deemed to beneficially own the Shares owned directly by Ault & Company by virtue of his relationship with Ault & Company described in Item 2. C. William B. Horne (a) As of July 23, 2024, Mr. Horne may be deemed to beneficially own 162 Shares, representing Less than 1% of the shares outstanding. The ownership consists of (i) 81 Shares and (ii) 81 Shares underlying stock options currently exercisable or exercisable within 60 days. D. Henry C.W. Nisser (a) As of July 23, 2024, Mr. Nisser may be deemed to beneficially own 163 Shares representing Less than 1% of the shares outstanding. The ownership consists of (i) 82 Shares and (ii) 81 Shares underlying stock options currently exercisable or exercisable within 60 days. E. Kenneth S. Cragun (a) As of July 23, 2024, Mr. Cragun may be deemed to beneficially own 77 Shares, representing Less than 1% of the shares outstanding. The ownership consists of (i) 28 Shares and (ii) 49 Shares underlying stock options currently exercisable or exercisable within 60 days. The aggregate percentage of Shares reported owned by each Reporting Person is based upon 35,846,318 Shares outstanding, which is the total number of Shares outstanding as of July 23, 2024, as reported by Ault Alliance, Inc. to Mr. Lazars. A full-text copy of Mr. Ault's SEC Report is available at: https://tinyurl.com/4j5ybr7a About Ault Alliance Ault Alliance, Inc. -- http://www.Ault.com-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Headquartered in Las Vegas, NV, Ault Alliance -- www.ault.com -- owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, and provides mission-critical products that support a diverse range of industries, including metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $256.29 million for the year ended Dec. 31, 2023, compared to a net loss of $189.83 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $299.78 million in total assets, $233.97 million in total liabilities, $784,000 in redeemable non-controlling interests in equity of subsidiaries, and $65.02 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AUSTIN GRADY: Unsecureds Will Get 46.61% of Claims over 3 Years --------------------------------------------------------------- Austin Grady Builders, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Plan of Reorganization dated July 12, 2024. The Debtor is a Colorado limited liability company that is engaged in business providing roofing services to residential and commercial customers across the Front Range. The Debtor was founded in January 2022 to acquire existing business operations from another owner-operator and then grow the business into a successful enterprise. The Debtor closed on the acquisition of the business on February 17, 2022. Shortly after acquiring the business, it became apparent that the business had significant issues that were not disclosed during the sale process. The company had a number of internal staffing issues that prevented the company from performing efficiently due to lackluster job performance. The financial issues resulting from the sale of the business were further exacerbated by the lack of significant hail storms in Colorado since 2018. As a result of the financial difficulties facing the Debtor, the Debtor found itself without sufficient funding to maintain operations in May 2023. To funds its cash flow shortages, the Debtor entered into two Merchant Cash Advance loans in order to cover its cash shortfalls. While this resulted in alleviating the Debtor's financial problems in the short term, the significant payments that were then owned to the lenders caused additional financial issues shortly thereafter. The Debtor was able to negotiate a resolution with several of its creditors and significantly reduced its overhead expenses by eliminating staff, the former owner also commenced litigation against the Debtor. The threat of the litigation and the cost that would be incurred to defend the litigation led to the Debtor filing its voluntary petition for relief pursuant to Chapter 11, Subchapter V in order to restructure its obligations and continue as a going concern. Class 6 consists of those unsecured creditors of the Debtor who hold Allowed Claims that were either scheduled by the Debtor as undisputed, or subject to timely filed proofs of claim to which the Debtor does not successfully object. Class 6 shall receive a pro-rata distribution equal to 100% of the Debtor's Net Cash Flow calculated on a quarterly basis beginning on the 1-year anniversary of the Effective Date of the Plan and continuing for 3 years thereafter ("Plan Term"). Commencing on the first day of the second calendar quarter following commencement of the Plan Term and continuing each quarter thereafter, the Debtor shall set aside an amount equal to 100% of the prior quarter's Net Cash Flow. The first distribution to Class 6 Creditors shall be made on the fifteenth day of the second calendar quarter following commencement of the Plan Term and shall continue on the fifteenth day of each calendar quarter thereafter. Based on the Debtor's projections, the Debtor estimates Class 6 Creditors will receive approximately 46.61% on account of their claims. Upon request by any party in interest, the Debtor shall provide a quarterly financial statement, including amounts disbursed to creditors in accordance with the Plan. In addition to the amounts set forth, unsecured creditors shall receive 50% of the amounts recovered for claims arising under Chapter 5 after payment of attorney fees, cost of litigation, and cost of recovery. Class 7 includes Interests in the Debtor held by the preconfirmation interest holders. Class 7 is unimpaired by this Plan. On the Effective Date of the Plan, Class 7 shall retain its Interests in the properties which it owned prior to the Confirmation Date, subject to the terms of the Plan. The Debtor's Plan is feasible based upon the Debtor's prepared projections which reflect a conservative prediction of the Debtor's operations during the term of the Plan. As evidenced by the projections, the Debtor anticipates that its income will be positive each year of the Plan, and will generate sufficient revenue to meet its obligations under the Plan. The Debtor has used its best efforts to prepare accurate projections. The Debtor's actual income will fluctuate based on actual sales and changes in the market. The Debtor has based payments to Class 6 Unsecured Creditors on Net Cash Flow, which amount represents the Debtor's revenue on a project, which will ensure the feasibility of the Plan. As the Debtor's revenue fluctuates, the amount set aside for creditors will fluctuate as well, but the Debtor will not be overburdened with fixed debt payments, allowing the Debtor to adequately adapt to changes in market conditions, and to ensure that the Debtor remains cash flow positive throughout the term of the Plan. A full-text copy of the Plan of Reorganization dated July 12, 2024 is available at https://urlcurt.com/u?l=U7vmcD from PacerMonitor.com at no charge. Attorneys for the Debtor: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 Email: klr@kutnerlaw.com About Austin Grady Builders Austin Grady Builders, LLC, is a Colorado limited liability company that is engaged in business providing roofing services to residential and commercial customers across the Front Range. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-11698) on April 8, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C., is the Debtor's legal counsel. AYRO INC: Falls Short of Nasdaq Minimum Bid Price Requirement ------------------------------------------------------------- Ayro, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 24, 2024, that on July 18, 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company's common stock for the 30 consecutive business days between June 3, 2024, to July 17, 2024, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until Jan. 14, 2025, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). In order to regain compliance with Nasdaq's minimum bid price requirement, the Company's common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, the Company may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company's common stock will be subject to delisting. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company's request for continued listing subsequent to any delisting notification. In the event of such a notification, the Company may appeal the Nasdaq staff's determination to delist its securities. The letter has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company's compliance with the other listing requirements of The Nasdaq Capital Market. About AYRO Texas-based AYRO, Inc., formerly known as DropCar, Inc. -- http://www.ayro.com-- designs and manufactures compact, sustainable electric vehicles for closed campus mobility, low speed urban and community transport, local on-demand and last mile delivery and government use. The Company's four-wheeled purpose-built electric vehicles are geared toward commercial customers, including universities, business and medical campuses, last mile delivery services and food service providers. The Company has commenced sales and delivery of its current model, the AYRO Vanish in support of the aforementioned markets. Ayro, Inc. reproted net loss of $34.16 million in 2023, a net loss of $22.94 million in 2022, a net loss of $33.08 million in 2021, a net loss of $10.76 million in 2020, a net loss of $8.66 million in 2019, and a net loss of $18.75 million in 2018. As of March 31, 2024, the Company had $47.87 million in total assets, $26.12 million in total liabilities, $14.74 million in mezzanine equity, and $7.01 million in total stockholders' equity. BALLY'S CORP: S&P Places 'B+' Sec. Debt Rating on Watch Negative ---------------------------------------------------------------- S&P Global Ratings placed its 'B+' issue-level rating on Bally's Corp.'s secured debt on CreditWatch with negative implications. All other ratings on the company, including the 'B-' issuer credit rating and stable outlook, are unchanged. The CreditWatch placement reflects that, to the extent the secured financing commitment is funded, it will be pari passu with Bally's secured credit facility, potentially lowering recovery prospects for secured lenders. The CreditWatch negative placement reflects S&P's view that recovery prospects for secured lenders could be impaired by incremental debt financing to fund the transaction. Bally's Corp. announced that it entered into a definitive merger agreement with Standard General, the company's largest shareholder, and it will combine with The Queen Casino & Entertainment Inc. (QC&E). On July 25, 2024, Bally's announced that it entered into a definitive merger agreement with Standard General, the company's largest shareholder, which will acquire Bally's outstanding shares for $18.25 per share. Bally's shareholders may elect to retain all or a portion of their Bally's stock through a rollover election. Bally's also announced it will combine with QC&E, a regional casino operator that currently owns and operates four casinos across three states and is majority-owned by funds managed by Standard General. Bally's expects the transactions to close in the first half of 2025, subject to regulatory, shareholder, and other approvals. The company has announced that a combined 47% of shareholders will elect to roll their shares. If some or all of the remaining 53% of shareholders do not elect to roll their shares and instead choose to take the cash offer, we believe Standard General will utilize up to $500 million of incremental secured debt financing. This would impair recovery prospects for existing secured lenders. Although S&P's recovery valuation on Bally's will increase due to the pending merger with QC&E, if there is debt at QC&E and it remains in the capital structure as a priority claim at the subsidiary, the residual value available to Bally's secured deficiency claims could be insufficient to offset the potential incremental secured debt to fund the cash consideration for shares. This would likely result in a one-notch downgrade of our issue-level rating on Bally's secured debt. S&P said, "Our 'B-' issuer credit rating and stable outlook are unchanged because we believe the company has sufficient liquidity to fund ongoing development projects. "We are uncertain about details of the pro forma ownership, capital structure, and financial policy of the company. Depending upon how many shareholders sell their shares to Standard General and take cash rather than roll over their ownership positions, the transaction could increase leverage. However, our ratings and outlook on Bally's are unchanged at this time because we believe the combined company will have sufficient liquidity to fund Bally's ongoing development projects and QC&E's development pipeline following recently announced financing commitments with Gaming & Leisure Properties Inc. (GLPI)." If the remaining up to 53% of shareholders do not elect to roll their shares and choose to take the cash offer, the combined company's leverage could increase. This would stem from incremental debt financing the cash purchase of shares and any potential incremental debt and lease obligations at QC&E. However, the QC&E properties and their expansion projects will increase the combined company's EBITDA base and could offset the potential leveraging effect of the incremental debt. The combination with QC&E will also expand the Bally's Casino & Resorts segment to 19 gaming, entertainment, and hospitality facilities across 11 U.S. states and improve geographic diversity. S&P said, "We expect to address the CreditWatch listing once we expect the proposed transaction can achieve regulatory, shareholder, and other approvals prior to anticipated closing by the first half of 2025. Once available, we will evaluate the financing plan for the transactions, the earnings potential and development progress of the QC&E properties, the effect on Bally's credit measures, and the possible impact, if any, on our issuer credit rating on Bally's and outlook. "If the remaining up to 53% of shareholders do not elect to roll their shares and choose to take the cash offer, we will likely lower our 'B+' issue-level rating on the secured debt and '1' recovery rating by one notch." BEYOND MEAT: Reportedly Starts Talks With Bondholders ----------------------------------------------------- The Wall Street Journal reported that the Beyond Meat has engaged with a group of bondholders to start talks about a balance-sheet restructuring. The WSJ report cited people familiar with the matter and said Beyond Meat didn't respond to requests for comment. About Beyond Meat Inc. Beyond Meat, Inc. is a plant-based meat company offering a portfolio of plant-based meats. BH&G HOLDINGS: Seeks to Hire Newmark Real Estate as Broker ---------------------------------------------------------- BH&G Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Newmark Real Estate of Nevada, LLC, a Delaware limited liability company, d/b/a Newmark Knight Frank as real estate broker. Newmark shall provide brokerage services to the Debtor, including marketing, listing, and the sale of the real property, located at 55 East Galleria Drive, Henderson, Nevada, assigned Clark County Assessor's Parcel Number 178-02-513-001. Newmark's compensation contemplates three different scenarios and accounts for commissions separately under each one: a. the compensation due to Newmark upon consummation of an Arms-Length Sale is a 3 percent cash commission on the gross sale price from the Debtor's proceeds through escrow; b. the compensation due to Newmark upon consummation of a Credit-Bid Sale is a flat fee of $50,000; and c. finally, the compensation due to Newmark upon consummation of an Insider Sale is a 1.5 percent commission on the gross sale price from the Debtor's sale proceeds through escrow. Michael Stuart, Executive Managing Director at Newmark , assured the court that his firm does not hold or represent any interests adverse to the Debtor or its estate and is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Stuart Newmark Real Estate of Nevada, LLC 8488 Rozita Lee Avenue, Ste 125 Las Vegas, Nevada 89113 Tel: (702) 733-7500 Email: Michael.Stuart@nmrk.com About BH&G Holdings BH&G Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10687) on February 27, 2024, listing $50,000,001 to $100 million in assets and $10,000,001 to $50 million in liabilities. Judge Hilary L. Barnes presides over the case. The Debtor tapped Matthew L. Johnson at Johnson & Gubler, PC as counsel and Force Ten Partners, LLC as investment banker. BISHOP OF SAN DIEGO: Hires Blank Rome LLP as Special Counsel ------------------------------------------------------------ The Roman Catholic Bishop of San Diego seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Blank Rome LLP as special insurance counsel. The Debtor needs the firm's legal assistance in connection insurance coverage disputes and litigation against insurance carriers and brokers in state and federal courts. The firm will be paid as follows: Partners $665 to $1,450 per hour Counsels $540 to $1,135 per hour Associates $545 to $895 per hour Paralegals $200 to $560 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James Murray, Esq., a partner at Blank Rome 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: James Murray, Esq. Blank Rome LLP 1825 Eye Street NW Washington, DC 20006 Tel: (202) 420-2200 Fax: (202) 420-2201 Email: JMurray@blankrome.com About The Roman Catholic Bishop of San Diego The Roman Catholic Bishop of San Diego sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 24-02202) on June 17, 2024. In the petition signed by Rodrigo Valdivia, vice moderator of the Curia, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher B. Latham oversees the case. The Debtor tapped Gordon Rees Scully Mansukhani, LLP as counsel and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc., as administrative advisor. BISHOP OF SAN DIEGO: Hires Brody & Shemwell as Special Counsel -------------------------------------------------------------- The Roman Catholic Bishop of San Diego seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Brody & Shemwell, APC as special counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 3:23-cv-00405) pending in the United States District Court for the Southern District of California, captioned as The Catholic Mutual Relief Society of America, et al. v. The Roman Catholic Bishop of San Diego. The firm will be paid at these rates: Senior Partner, David W. Brody $600 per hour Partner, Kenneth Shemwell $500 per hour Associate $300 per hour Paraprofessional $200 per hour Prior to the Petition Date, the firm received retainer payments totaling $1,800 and payments with respect to invoices totaling $1,920. As of the Petition Date, the firm continues to hold $1,800 of the retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David W. Brody, Esq., a partner at Brody & Shemwell, APC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David W. Brody, Esq., Brody & Shemwell, APC 1350 Columbia St. Unit 403 San Diego, CA 92101 Tel: (619) 546-9200 About The Roman Catholic Bishop of San Diego The Roman Catholic Bishop of San Diego sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 24-02202) on June 17, 2024. In the petition signed by Rodrigo Valdivia, vice moderator of the Curia, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher B. Latham oversees the case. The Debtor tapped Gordon Rees Scully Mansukhani, LLP as counsel and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc., as administrative advisor. BISHOP OF SAN DIEGO: Taps Donlin Recano as Administrative Advisor ----------------------------------------------------------------- The Roman Catholic Bishop of San Diego seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Donlin, Recano & Company, Inc., as administrative advisor. The firm's services include: -- assisting with any required solicitation, balloting, and tabulation of chapter 11 plan votes; -- preparing appropriate reports, as required in furtherance of chapter 11 plan(s); -- managing and coordinating any distributions pursuant to a confirmed chapter 11 plan; -- ensuring compliance with applicable rules, regulations, administrative orders and procedure as well as applicable federal, state, municipal and other law; -- providing administrative services to any official committee upon the Debtor's consent; -- providing other and related services for administration of the Case as Debtor may require as described in the Engagement Agreement, but not included in the Claims and Noticing Application. The firm received from the Debtor a retainer of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lisa Terry, a senior legal director at Donlin, Recano & Company, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa Terry Donlin, Recano & Company, Inc. 48 Wall Street New York, NY 10016 Tel: (619) 346-1628 About The Roman Catholic Bishop of San Diego The Roman Catholic Bishop of San Diego sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 24-02202) on June 17, 2024. In the petition signed by Rodrigo Valdivia, vice moderator of the Curia, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher B. Latham oversees the case. The Debtor tapped Gordon Rees Scully Mansukhani, LLP as counsel and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc., as administrative advisor. BLACKBERRY LTD: Registers 15MM Additional Shares Under Amended EIP ------------------------------------------------------------------ BlackBerry Limited filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission to register an additional 15,000,000 common shares of the Company issuable under the BlackBerry Limited Equity Incentive Plan, as amended and restated effective June 25, 2024 to increase the number of Common Shares issuable thereunder, to remove the fungible share ratio applicable to the granting of stock options and to make certain housekeeping amendments. A full-text copy of the Registration Statement is available at: https://tinyurl.com/ycxaxu5f About BlackBerry Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. As of Feb. 29 2024, the Company had $1.4 billion in total assets, $619 million in total liabilities, and $776 million in total stockholders' equity. In September 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. BLUM HOLDINGS: Appoints GuzmanGray as New Auditor Due to Merger --------------------------------------------------------------- Blum Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 30, 2024, the audit practice of Matsuura, an independent registered public accounting firm, was combined in a transaction pursuant to which Matsuura merged its operations with GuzmanGray. On July 19, 2024, Matsuura resigned as auditors of Blum Holdings and with the approval of the Audit Committee of the Company's Board of Directors, GuzmanGray was engaged as its independent registered public accounting firm effective July 19, 2024. The Audit Committee also approved the assumption by GuzmanGray of the engagement agreement originally entered into between the Company and Matsuura on April 23, 2024. Blum Holdings said that prior to engaging GuzmanGray, the Company did not consult with GuzmanGray regarding application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by GuzmanGray on the Company's financial statements, and GuzmanGray did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue. During the interim period from April 23, 2024 through July 19, 2024, the date of Matsuura's resignation, there were no disagreements with Matsuura on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Matsuura, would have caused it to make reference to such disagreement in its reports. During the interim period from April 23, 2024 through July 19, 2024, there were no "reportable events" as defined under Item 304(a)(1)(v) of Regulation S-K. About Blum Holdings Headquartered in Santa Ana, California, Blum Holdings, Inc. -- www.blumholdings.com -- is a cannabis company with operations in retail and distribution throughout California, with an emphasis on providing the highest quality of medical and adult use cannabis products. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company operates Blum OC, a premier cannabis dispensary in Orange County, California. The Company also owns dispensaries in California which operate as The Spot in Santa Ana, Blum in Oakland, and Blum in San Leandro. Costa Mesa, California-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BRIDLE PATH: Hires Bruce R. Baird PLLC as Special Counsel --------------------------------------------------------- Bridle Path Partners, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Bruce R. Baird, PLLC as special counsel. The firm will provide legal services to the anticipated lawsuit or adversary proceeding against Wellsville City Corporation. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. 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: Bruce R. Baird, Esq. Bruce R. Baird, PLLC 2150 South 1300 East Suite 500 Salt Lake City, UT 84106 Tel: (801) 328-1400 About Bridle Path Partners, LLC Bridle Path Partners, LLC, a company in Alpine, Utah, offers leather and hide tanning and finishing services. Bridle Path Partners filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 23-23960) on Sept. 8, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Patrick B. Burns of Lync Construction, LLC, managing member of Bridle Path Partners, signed the petition. Judge Kevin R. Anderson oversees the case. The Debtor tapped Andres Diaz, Esq., at Diaz & Larsen as bankruptcy counsel and Scott R. Bridge, Esq., at Kesler Rust as special counsel. BURGERFI INTL: Moves to Nasdaq Capital Market, Gets 2nd Extension ----------------------------------------------------------------- BurgerFi International, Inc disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company was notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC that the Staff had granted the Company's request to transfer the listing of its common stock, par value $0.0001 per share, from The Nasdaq Global Market tier to The Nasdaq Capital Market tier, effective July 25, 2024. The transfer is not expected to impact trading in the Company's Common Stock, which will continue to trade on Nasdaq under the symbol "BFI." On July 23, 2024, the Staff granted the Company's request for a second 180-calendar day period, or until January 20, 2025, to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. As previously announced, on January 23, 2024, the Staff notified the Company that the bid price for the Company's Common Stock had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a)(1), the minimum bid price requirement applicable to The Nasdaq Global Market issuers. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded an initial 180-calendar day grace period, through July 22, 2024, to regain compliance with the minimum bid price requirement. Issuers listed on The Nasdaq Global Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules. To obtain a second 180-day grace period, the Company applied to transfer the listing of its Common Stock to The Nasdaq Capital Market and, based upon the Company's compliance with the requirements set forth under Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company was eligible for the second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market. The Company intends to closely monitor the closing bid price for its Common Stock and consider all available options to timely remedy the bid price deficiency. If at any time during the Second Compliance Period, the closing bid price of the Company's Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The Company can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period. If the Company is not able to demonstrate compliance with the minimum bid price requirement by January 20, 2025, the Staff will provide written notification to the Company that the Company's Common Stock will be delisted. At that time, the Company may appeal the Staff's determination to the Nasdaq Hearings Panel (the "Panel"). The Company's appeal request would stay any delisting action by the Staff at least pending a hearing before the Panel and the expiration of any extension that may be granted by the Panel to the Company following the hearing. The Company has provided written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary. About BurgerFi Headquartered in Fort Lauderdale, Florida, 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. BYJU ALPHA: Court Declines to Pause Sanctions in Chapter 11 ----------------------------------------------------------- Emily Lever of Law360 reports that a Delaware district court Thursday, July 18, 2024, ruled hedge fund Camshaft Capital Fund LP cannot hold off a contempt order from a Delaware bankruptcy court in the Chapter 11 case of Byju's Alpha while it appeals the sanctions, finding that it could avoid sanctions if it complied with a court order. About BYJU's Alpha BYJU's Alpha, Inc. designs and develops education software solutions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1, 2024. In the petition signed by Timothy R. Pohl, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $10 billion in liabilities. Judge John T. Dorsey oversees the case. Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart & Sullivan, LLP serve as the Debtor's legal counsel. GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski Stang Ziehl & Jones, and Reed Smith. CARMELL CORP: Rajiv Shukla Quits as CEO, Replacement Named ---------------------------------------------------------- Carmell Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective as of July 29, 2024, Rajiv S. Shukla resigned from his position as chief executive officer of the Company. Following his resignation, Mr. Shukla will continue to serve as an officer of the Company in the office of Executive Chairman of the Company's Board of Directors. Appointment of New CEO The Board appointed Kendra Bracken-Ferguson as chief executive officer of the Company effective as of July 30, 2024. Ms. Bracken-Ferguson, age 44, is the Founder and CEO of BrainTrust, which encompasses BrainTrust Agency, BrainTrust Founders Studio and BrainTrust Fund 1. She has vast experience in the digital media space and has excelled at developing revenue-generating partnerships in the beauty and wellness industries. Ms. Bracken-Ferguson has served as chief executive officer of BrainTrust Founders Studio since October 2021 and as the chief executive officer of BrainTrust Fund since 2022. She was previously the interim chief executive officer of re.spin by Halle Berry from April 2020 until October 2021. From May 2019 to April 2020, she was the chief business officer of Beautycon Media. Ms. Bracken-Ferguson has helped develop more than 200 influencer-driven brands that have collectively generated more than $100 million in revenue. She currently serves on the growth advisory board of Iced Media, and previously served on the board of directors of Cayton Children's Museum, the board of directors of Influencer Marketing Association and the advisory board of BeautyUnited. Ms. Bracken-Ferguson earned her bachelor's degree from Purdue University and an MBA from Keller School of Management, Devry University. In connection with her appointment as chief executive officer, Ms. Bracken-Ferguson and the Company entered into an executive employment agreement, dated July 23, 2024. Pursuant to the Bracken-Ferguson Employment Agreement, Ms. Bracken-Ferguson will receive an initial annual base salary of $300,000. In addition, Ms. Bracken-Ferguson will be eligible for an annual performance-based cash bonus, with a target amount equal to 50% of her base salary based on the satisfactory achievement of corporate and/or personal objectives established by the Compensation Committee of the Board (prorated for the 2024 calendar year). Pursuant to the Bracken-Ferguson Employment Agreement, Ms. Bracken-Ferguson may receive equity awards as determined by the Compensation Committee of the Board in its discretion and will receive an initial grant of stock options with a grant date fair value of $700,000, under the Carmell Corporation 2023 Long-Term Incentive Plan. Ms. Bracken-Ferguson is further eligible to participate in Company benefits plans generally available to similarly situated Company employees and will be reimbursed for all reasonable business expenses related to the performance of her duties and responsibilities to the Company. If Ms. Bracken-Ferguson is terminated by the Company without "cause" or upon Ms. Bracken-Ferguson's resignation for "good reason", the Company will pay to her (i) a pro rata bonus for the year of termination, (i) 12 months base salary, and (iii) 12 months of COBRA coverage. If such termination occurs within three months preceding or 15 months following a "change in control" (as defined in the Bracken-Ferguson Employment Agreement), (1) the Company will pay to Ms. Bracken-Ferguson (i) a pro rata bonus for the year of termination, (iii) 18 months base salary, (iv) 18 months of COBRA coverage, and (2) all outstanding time-based equity awards will accelerate and vest upon the later of such termination or change in control. If Ms. Bracken-Ferguson is terminated by the Company due to death or "disability", the Company will pay to her a pro rata bonus for the year of termination. The foregoing severance payments and benefits are subject to Ms. Bracken-Ferguson executing and not revoking a general release of claims against the Company and its affiliates. In connection with her appointment as chief executive officer, Ms. Bracken-Ferguson also executed the Company's standard form of indemnity agreement and restrictive covenants agreement for officers. About Carmell Corp Headquartered in Pittsburgh, Pennsylvania, Carmell -- www.carmellcorp.com -- is a bio-aesthetics company that utilizes the Carmell Secretome to support skin and hair health. The Carmell Secretome consists of a potent cocktail of growth factors and proteins extracted from allogeneic human platelets sourced from U.S. Food and Drug Administration-approved tissue banks. Over the past seven years, Carmell has extensively tested the technology underpinning the Carmell Secretome . In addition, the Company has developed a novel microemulsion formulation that enables delivery of lipophilic and hydrophilic ingredients without relying on the Foul Fourteen, which are 14 potentially harmful excipients that are commonly used by other companies to impart texture, stability, and other desirable physicochemical attributes to cosmetic products. Additionally, Carmell's microemulsion formulations do not utilize mineral or vegetable oils across its entire product line and are designed to be non-comedogenic. The Company is also developing a line of men's products and a line of topical haircare products. All of its cosmetic skincare and haircare products are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. The Company's product pipeline also includes innovative regenerative bone and tissue healing products that are under development. Ocean, New Jersey-based Adeptus Partners, LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a net loss from operations, negative cash flows from operations, and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. CARTER BURKS: Amends Plan to Include Northeast Bank Secured Claim ----------------------------------------------------------------- Carter Burks Inc, d/b/a Carter Water, submitted an Amended Subchapter V Plan of Reorganization dated July 12, 2024. The Debtor projects having approximately $60,000 in Cash in the Debtor's DIP accounts on the Effective Date. On the Effective Date, the Debtor will have sufficient Cash to pay the following amounts due on the Effective Date: (i) the payment of $ 17,500 to Franklin Water Treatment d/b/a Puronics to cure the default under the Puronics Dealer Agreement; (iii) the Allowed Priority Tax Claim of the IRS in the amount of $23,778.84; and (iv) the administrative expense claim of the Subchapter V Trustee in the current amount of $1,000. The Subchapter V Trustee may have supplemental or additional amounts due on the Effective Date, but the Debtor projects needing only $51,600 out of the $60,000 in available Cash to pay amounts due on the Effective Date. The total Projected Disposable Income of the Debtor over the life of the Plan is $36,000. The Debtor's projections support the ability to make each of the Payments required by the terms of the Dealer Agreement. Franklin Water Treatment, d/b/a Puronics (Puronics) is the primary supplier of water treatments systems and spare parts and is essential to the Debtor's business under its Puronics Dealer Agreement Puronics has filed a Claim in the amount of $72,758.16 for the amount due under the Puronics Dealer Agreement. A primary component of the Debtor's Plan is to assume the Puronics Dealer Agreement. The Debtor and Puronics have agreed to set the assumption amount at $17,500 (the Assumption Amount) to satisfy Claim No 17, cure the default under the Puronics Dealer Agreement, and permit the assumption of the Puronics Dealer Agreement. The Debtor will pay the Assumption Amount of $17,500 on the Effective Date. The Balance of Claim No. 17 ($55,258.16) will be treated as Class 1 Allowed Unsecured claim in that amount. The Plan provides for the orderly payment of Allowed Claims with the Debtor's projected disposable income over the life of the Plan. The Debtor will pay in full all Allowed Administrative Claims on the Effective Date, unless otherwise agreed to by the holder of any such claim. Creditors will receive more than they would have received in a Chapter 7 liquidation. Like in the prior iteration of the Plan, Holders of General Unsecured Claims in Class 1 shall receive approximately a Pro Rata Share of the net sum of the Projected Disposable Income over a three-year period beginning on the Effective Date, after making payment in full of Allowed Administrative Expense Claims, Fee Claims, the Allowed Priority Tax Claim, and the Assumption Amount in accordance with the terms of this Plan. The Reorganized Debtor shall make equal quarterly payments in the amount of $3000 after making payments due under this Plan to Allowed Administrative Expense Claims, Fee Claims, the Allowed Priority Tax Claim, and the Dealer Agreement Cure Payment for a period of three years beginning on the Effective Date. Payments to General Unsecured Creditors shall be made on a quarterly basis, with the first payment due September 30, 2024. Class 4 consists of the Allowed Secured Claim of Northeast Bank in the amount of $68,514.28, plus post-petition interest and attorneys' fees, which fees shall be capped at $5,000. Northeast Bank's existing loan documents shall remain in full force and effect except as modified by this Class 4 treatment. Northeast Bank shall retain its lien to the same extent, validity, and priority as existed pre-petition and be paid its regular monthly installments due under the loan documents, currently in the amount of $1,615.14, with the first payment due on the first day of the month following entry of a final Confirmation Order. Northeast Bank shall be paid its arrearage, currently in the amount of $10,101.60 as of July 1, 2024, plus attorneys' fees capped at $5,000 for the bankruptcy case, in equal consecutive monthly installments for 36 consecutive months, commencing the first day of the month following the entry of a final Confirmation Order. Upon entry of the Confirmation Order, Northeast Bank shall provide the Debtor with the updated arrearage amount. Any releases of any guarantors under the Plan, to the extent of any, shall not apply to Northeast Bank. Any and all guaranties shall remain in full force and effect, unless discharged in a personal bankruptcy case of the guarantor. The Plan contemplates that the Reorganized Debtor will continue to operate the business of the Debtor. The Reorganized Debtor believes that the continued earnings through the operation of the Debtor will be sufficient to fund the payments required to be made under the Plan. Prior to the Effective Date, and subject to the Bankruptcy Code, Final Orders of the Bankruptcy Court, and other applicable law, the Debtor shall use funds generated during the pendency of the bankruptcy case to pay amounts due in the ordinary course and to fund payments due under the Plan on and after the Effective Date. Except as explicitly required by the Plan, the Reorganized Debtor shall have the sole and absolute discretion to use funds generated after the Effective Date without further notice or approval. A full-text copy of the Amended Subchapter V Plan dated July 12, 2024 is available at https://urlcurt.com/u?l=KbUIYW from PacerMonitor.com at no charge. The Debtor's Counsel: Frank M. Wolff, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd Suite 300 Orlando, FL 32801 Tel: 407-966-2680 E-mail: fwolff@nardellalaw.com About Carter Burks Carter Burks, Inc., doing business as Carter Water, offers water solutions for Central Florida homes and businesses. It also offers home energy savings solutions and clean air solutions. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00823) on Feb. 21, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Virgil Burks, president, signed the petition. Judge Lori V. Vaughan oversees the case. Frank M. Wolff, Esq., at Nardella & Nardella, PLLC, is the Debtor's legal counsel. CEL-SCI CORP: Closes $10.8 Million Securities Offering ------------------------------------------------------ CEL-SCI Corporation announced July 29 the closing of its best-efforts offering of 10,845,000 shares of its common stock (or pre-funded warrants (in lieu thereof). Each share of common stock (or Pre-Funded Warrant) was sold at an offering price of $1.00 per share (inclusive of the Pre-Funded Warrant exercise price), for gross proceeds of $10,845,000, before deducting placement agent fees and other offering expenses. All the shares and Pre-Funded Warrants in the offering were offered by the Company. The Company intends to use the net proceeds from the offering to fund the continued development of Multikine, general corporate purposes, and working capital. ThinkEquity acted as sole placement agent for the offering. The securities were offered and sold pursuant to the Company's currently effective shelf registration statement on Form S-3 (File No. 333-265995), including a base prospectus, filed with the U.S. Securities and Exchange Commission on July 1, 2022 and declared effective on July 15, 2022. The offering was made by means of a prospectus supplement and prospectus which have been filed with the SEC and available on the SEC's website at www.sec.gov. Copies of these documents may be obtained free of charge by visiting the SEC website at www.sec.gov, or alternatively, by contacting ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. About CEL-SCI CEL-SCI Corporation CEL-SCI Corporation is a clinical-stage biotechnology company dedicated to research and development directed at improving the treatment of cancer and other diseases by using the immune system, the body's natural defense system. CEL-SCI is currently focused on the development of the following product candidates and technologies: 1) Multikine, an investigational immunotherapy under development for the potential treatment of certain head and neck cancers; and 2) L.E.A.P.S. (Ligand Epitope Antigen Presentation System) technology, or LEAPS, with several product candidates under development for the potential treatment of rheumatoid arthritis. Potomac, Maryland-based BDO USA, P.C., the Company's auditor since 2005, issued a "going concern" qualification in its report dated Dec. 31, 2023, citing that the Company has suffered recurring losses from operations and has future liquidity needs that raise substantial doubt about its ability to continue as a going concern. CGI 1100 BISCAYNE: Lender Sets August 5 Auction for Property ------------------------------------------------------------ In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, by virtue of certain events of default under the partnership interests pledged and security agreement dated as of Nov. 24, 2021, ("Pledge Agreement") executed and delivered by CGI 1100 Biscayne Management GP LLC and CGI 1100 Biscayne Management Holdco LP ("Pledgor") and in accordance with it right as holder of the security, Madison Realty Capital Debt MA II Holdings MB LLC ("secured party"), by virtue of possession of those certain share certificates held in accordance with Article 8 of the Uniform Commercial Code of the State of New York ("Code"), and by virtue of those certain UCC-1 filing statement made in favor of secured party will offer for sale, at public auction: (i) all of pledgor's right, title, and interest in and to the following: CGI 1100 Biscayne Management LP ("Pledged Entity"), and (ii) certain related rights and property relating thereto. Secured party's understanding is that the principal asset of the pledged entity is the premises located at 1100 Biscayne Blvd., Miami, Florida ("Property"). Mannion Auctions LLC under the direction of Matthew D. Mannion or William Mannion, will conduct a public sale consisting the collateral via online bidding on Aug. 5, 2024, at 3:30 p.m. in satisfaction of an indebtedness in the approximate amount of $7,768,420.61 including principal interest on principal through June 24, 2024, subject to open charges and all additional costs, fee and disbursements permitted by law. The secured party reserves the right to credit bid. The New Sale Date supersedes the UCC sale previously scheduled for May 16, 2024, was rescheduled to May 23, 2024, and thereafter, adjourned to June 24, 2024, and July 17, 2024. Online bidding will be made available via Zoom Meeting: Meeting link: https://bit.ly/1100Biscayne Meeting ID: 844 0421 4057 Passcode: 926256 One Tap Mobile: +16469313860,,84404214057#,,,,*926256# US; +16465588656,,84404214057#,,,,*926256# US (New York) Dial by your location: +1 646 931 3860 US. Interested parties who intended to bid on the collateral must contact Brett Rosenberg at Jones Lang LaSalle Americas Inc., 330 Madison Avenue, New York, New York 10017, (212) 812-5926, Brett.Rosenberg@jll.com, to received the terms and conditions of sale and bidding instructions by Aug. 2, 2024 by 4:00 p.m. Upon execution of a standard confidentiality and non-disclosure agreement, which can be found at the following link https://www.1100BiscayneBlvdUCCSale.com/ Counsel for secured party Madison Realty Capital: Jerold C. Feuerstein, Esq. 360 Lexington Avenue, Suite 1200 New York, New York 10017 Tel: 212-661-2900 CHEEKTOWAGA CONCRETE: Files for Chapter 11 Bankruptcy ----------------------------------------------------- Cheektowaga Concrete LLC filed Chapter 11 protection in the Western District of New York. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 8, 2024 at 10:00 a.m. in Room Telephonically on telephone conference line: 866-527-0448,. participant access code: 9516322#. About Cheektowaga Concrete Cheektowaga Concrete LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.Y. Case No. 24-10727) on July 9, 2024. In the petition filed by Rosanne DiPizio, as general manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: James M Joyce, Esq. JAMES M JOYCE, ESQ. 4733 Transit Rd. Lancaster NY 14043 Tel: 716-656-0600 E-mail: jmjoyce@lawyer.com CMG MEDIA: $2.15BB Bank Debt Trades at 16% Discount --------------------------------------------------- Participations in a syndicated loan under which CMG Media Corp is a borrower were trading in the secondary market around 83.7 cents-on-the-dollar during the week ended Friday, July 26, 2024, according to Bloomberg's Evaluated Pricing service data. The $2.15 billion Term loan facility is scheduled to mature on December 17, 2026. About $2.08 billion of the loan is withdrawn and outstanding. CMG Media Corp, also known as Cox Media Group, provides direct marketing services. Cox Media serves customers in the United States. COACH USA: Auction Faces Judicial Roadblock ------------------------------------------- Steven Church of Bloomberg News reports that an auction of bus company Coach USA hit a roadblock when a federal judge rejected a financing package and related sale proposal for the bankrupt owner of the Megabus brand and commuter lines connecting New York and New Jersey. US Bankruptcy Judge Mary Walrath sided with lower-ranking creditors, who accused the bus company's lenders, led by Wells Fargo, of trying to get repaid by trampling the rights of lower-ranking, unsecured creditors. "I have a serious concern about having any provision that would adversely affect those" rights, Walrath said Tuesday, July 16, 2024, referring to the ability of creditors to challenge Wells Fargo's claim on thousands of buses. Judge Walrath told the company, Wells Fargo and Renco Group -- the company that has made a $130 million opening bid for Coach's main business -- to negotiate with a panel of unsecured creditors. Wells Fargo was looking to refinance $180 million of Coach debt and provide $20 million in fresh cash to fund the bus company's plan to sell all of its businesses at auction. Walrath agreed with creditors who said the $20 million was not enough to justify all of the rights Wells was demanding. Approving that loan would give the bank and other lenders too much power over the auction, said Shari I. Dwoskin, an attorney with the unsecured creditors committee. "It provides the lenders the ability to veto any result that doesn't satisfy them," Dwoskin told the judge. Attorneys for Wells Fargo, Coach and Renco all said they would try to work out a deal with the creditors committee and report back to Walrath. Debt Assumption Renco had agreed to assume $130 million in Coach debt as part of a binding bid that would start an auction next month. But that money would mostly benefit Wells Fargo, Walrath said, siding with the official committee of unsecured creditors. Creditors say that bid would not bring any cash into Coach. Company attorneys told Walrath that they have received at least one other potential offer that, if it turns into a binding bid, would be higher than the Renco deal. The creditors committee had challenged the company's sale plans and the financing package, arguing the proposals were designed to benefit Wells Fargo and other senior lenders owed more than $180 million. Coach USA operates a number of commuter services in the New York City area, including Rockland Coaches, Short Line, Suburban Transit and Community Coach. The company blamed its bankruptcy on a decline in commuter ridership during the pandemic. Coach USA has said that the bankruptcy is intended to sell certain bus lines to an affiliate of Renco Group, as well as its Megabus intellectual property and retail operations. Avalon Transportation has also agreed to buy some Coach assets, the company said. Coach offers bus services in 27 locations in the US and Canada and carries more than 38 million passengers every year, according to its website. Its Megabus service has carried more than 50 million people through more than 280 cities since it was started in 2006. The company employs about 2,700 people. About Coach USA Coach USA, Inc., a company in Paramus, N.J., is a provider of ground passenger transportation and mobility solutions in North America, offering many types of specialized ground transportation solutions to government agencies, airports, colleges and universities, and major corporations. With 25 business segments throughout the United States and Canada employing approximately 2,700 employees and operating approximately 2,070 buses, the Coach USA network of companies carries millions of passengers throughout the United States and Canada each year. In addition to the household name "Coach USA," the company operates under several other brands, including Megabus, Coach Canada, Coach USA Airport Express, Dillon's Bus Company, and Go Van Galder. Coach USA and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11258) on June 11, 2024. At the time of the filing, Coach USA reported $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Alston & Bird, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels; Houlihan Lokey Capital, Inc. as investment banker; and CR3 Partners, LLC as restructuring advisor. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. COACH USA: Reaches New Debt, Sale Deal With Creditors ----------------------------------------------------- Steven Church of Bloomberg News reports that bankrupt bus company Coach USA won court approval to sell its Megabus commuter service, including routes connecting New York and New Jersey, after lower-ranking creditors dropped their opposition. US Bankruptcy Judge Mary Walrath said she would sign orders allowing Coach's main businesses to be sold in an auction next month in which Renco Group will be the lead bidder. The New York investment company will assume $130 million of Coach's debt as part of its binding, initial offer. About Coach USA Coach USA, Inc., a company in Paramus, N.J., is a provider of ground passenger transportation and mobility solutions in North America, offering many types of specialized ground transportation solutions to government agencies, airports, colleges and universities, and major corporations. With 25 business segments throughout the United States and Canada employing approximately 2,700 employees and operating approximately 2,070 buses, the Coach USA network of companies carries millions of passengers throughout the United States and Canada each year. In addition to the household name "Coach USA," the company operates under several other brands, including Megabus, Coach Canada, Coach USA Airport Express, Dillon's Bus Company, and Go Van Galder. Coach USA and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11258) on June 11, 2024. At the time of the filing, Coach USA reported $100 million to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Alston & Bird, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels; Houlihan Lokey Capital, Inc., as investment banker; and CR3 Partners, LLC as restructuring advisor. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. COLES OF LA JOLLA: Claims to be Paid From Income & Net Recoveries ----------------------------------------------------------------- Coles of La Jolla, Inc. d/b/a Coles Fine Flooring, filed with the U.S. Bankruptcy Court for the Southern District of California a First Amended Plan of Reorganization dated July 12, 2024. The business was started in 1947 by Hubert Coles as a carpet, fine furniture and gift store in La Jolla California. The Debtor over the years has expanded to multiple locations specializing in the retail and installation of flooring for both residential and commercial uses. The Debtor is a family business, operated by Hubert Coles' son Steven Coles (the "Principal"). The Debtor operates under the fictitious business name of Coles Fine Flooring. The Debtor operates three locations: San Diego, San Marco and a showroom in Santee. The Debtor as of the Petition Date had 33 employees. After over seven decades in business, the novel corona virus disease 2019 ("COVID") and the accompanying government safety measures impacted retail businesses including the Debtor severely. Given these financial pressures, in 2022, the Debtor was looking to downsize the San Diego branch to a smaller location. The real estate broker (the "Broker") represented to the Debtor that 5325 Metro Street San Diego California 92110 was zoned properly for the Debtor's business. University of San Diego, the landlord ("Landlord") and their broker also represented that the new location was zoned properly for the Debtor's retail needs. On or about January 30, 2023, the Landlord filed a complaint against the Debtor in state court for the Debtor only for breaching of the lease. The case was litigated for a year with no resolution in sight. Further, as a result of increased mortgage interest rates, customers who would be remodeling their new or existing homes decreased with the Debtor continuously losing money. Due to these reasons among others, on February 26, 2024, the Debtor filed this Bankruptcy Case. Pursuant to this Plan of Reorganization, the Debtor will remain in business and generate revenue with which to pay claims. The Debtor estimates that all secured claims will be paid in full, and approximately $2,088,058.93 will be available to satisfy the claims of unsecured creditors whereas unsecured creditors would likely receive nothing if the Debtor is liquidated. The Debtor projects that, over the course of a three-year period, the Debtor will generate $4,272,058.93 in net profit, which will be used to fund the Debtor's plan of reorganization. After payment of the loan to the SBA, the Debtor expects there to be approximately $2,088,058.93 in net income remaining for the benefit of unsecured creditors, including Priority Tax Claims. The Debtor believes that this could result in the payment of all unsecured claims, depending on the amount of the Class 3 claim of USD. Also, the Debtor's projections do not take into account any Net Recovery from the Litigation with the Debtor's real estate broker. Class 4 consists of General Unsecured Claims. The holder of an Allowed Class 4 Claim shall be paid a Pro Rata portion of the Unsecured Creditor Distribution Fund after the later of: (i) 180 days after the Effective Date; (ii) the date that such Claim becomes an Allowed Secured Claim by a Final Order; (iii) a date agreed to by the Claimholder and the Debtor/Reorganized Debtor; or (iv) the date that funds become available to pay Unsecured Creditors from the Unsecured Creditor Distribution Fund. The allowed unsecured claims total $1,171,673.78. Class 5 consists of all shareholder equity interests in the Debtor as set forth in the List of Equity Security Holders included in the Debtor's Schedules. The holder of a Class 5 Interest shall retain his/her/its full equity interest in the Debtor. The Debtor's Plan proposes to pay Allowed Claims from the Debtor's Net Profits and Net Recoveries over a three-year period beginning on the Effective Date of the Plan (except that, in the case of Priority Tax Claims, the Allowed Priority Tax Claims will paid over a three-year period measured from the Petition Date). In addition, the Debtor's Plan proposes to assign or otherwise pay over to the SBA the Debtor's Employee Retention Credit in the amount of approximately $755,840.89. A full-text copy of the First Amended Plan dated July 12, 2024 is available at https://urlcurt.com/u?l=NBAQAZ from PacerMonitor.com at no charge. General Bankruptcy Co-Counsel for the Debtor: Kit J. Gardner, Esq. Law Offices of Kit J. Gardner The Koll Center 501 West Broadway, Suite 800 San Diego, CA 92101 Telephone: (619) 525-9900 Facsimile: (619) 374-2241 Email: kgardner@gardnerlegal.com Stella Havkin, Esq. STELLA HAVKIN 5950 Canoga Avenue, Suite 400 Woodland Hills, CA 91367 Email: shavkinesq@gmail.com About Coles of La Jola Inc Coles of La Jolla, Inc., doing business as Coles Fine Flooring, is a family-owned and operated carpet, fine furniture and gift store specializing in specializing in fine flooring. The company is based in San Diego, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-00613) on Feb. 26, 2024, with $4,941,193 in assets and $3,329,830 in liabilities. Stephen M. Coles, president, signed the petition. Stella Havkin, Esq., represents the Debtor as legal counsel. COMMSCOPE HOLDING: Inks $2.1-Bil. Purchase Deal With Amphenol ------------------------------------------------------------- CommScope Holding Company, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and Amphenol Corporation entered into a Purchase Agreement, pursuant to which Amphenol has agreed to purchase, and the Company has agreed to sell, the Company's Outdoor Wireless Networks (OWN) segment and the Distributed Antenna Systems (DAS) business unit of its Networking, Intelligent Cellular & Security Solutions segment in exchange for approximately $2.1 billion in cash, on a cash-free, debt-free basis, subject to certain adjustments. The closing of the Transaction will take place on the second business day following the satisfaction or waiver of the closing conditions, which is expected to occur within the first half of 2025. Conditions to the Transaction: The consummation of the Transaction is subject to various closing conditions, including, among other things: * with respect to each party's obligation to close: * the absence of any order, judgment or injunction that makes illegal or prohibits, enjoins, restrains or otherwise prevents consummation of the Transaction; * the absence of any law in the United States or other specified jurisdictions that makes illegal, prohibits or otherwise prevents consummation of the Transaction; * the absence of certain litigation or proceedings in the United States or other specified jurisdictions; * the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration or termination of any waiting period or receipt of any clearance, waiver or affirmative approval of governmental and regulatory authorities in certain other specified jurisdictions; * the delivery by the Company and Amphenol of their respective customary closing certificates. * with respect to the Company's obligation to close: * the accuracy of the representations and warranties of Amphenol, subject to specified exceptions and qualifications for materiality or material adverse effect (as described in the Purchase Agreement); * compliance in all material respects with the covenants to be performed by Amphenol contained in the Purchase Agreement; * with respect to Amphenol's obligation to close: * the accuracy of the representations and warranties of the Company, subject to certain specified exceptions and qualifications for materiality or material adverse effect; * compliance in all material respects with the covenants to be performed by the Company contained in the Purchase Agreement; * the completion of the restructuring of the Company to effect the separation of the Business from the Company's other businesses in all material respects; * the absence of any development, change, state of facts, condition, circumstance, occurrence, event or effect that, individually or in the aggregate, have had a "material adverse effect" with respect to the Business; * the delivery of evidence of certain filings being made with respect to certain subsidiaries of the Company electing to be treated as disregarded entities for U.S. federal income tax purposes; and * the delivery of an updated opinion regarding the Company's solvency as of the Closing. The Purchase Agreement contains certain customary termination rights triggered upon the occurrence of certain events, including if the Closing has not occurred within 12 months of July 18, 2024 (though this 12-month "Outside Date" will be extended for an additional three months if the Closing cannot occur solely as a result of the failure to obtain certain regulatory approvals prior to such original Outside Date). The Purchase Agreement also contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. Certain fundamental representations and warranties will survive for 36 months following Closing. All other representations and warranties expire at the Closing and, after the Closing, the sole remedy of Amphenol for a breach by the Company of such representations and warranties (other than fraud) will be the proceeds of the representation and warranty insurance secured and paid for by Amphenol. The covenants include, among others, the following: (i) the Company is obligated to use commercially reasonable efforts to operate the Business in the ordinary course of business consistent with past practice in all material respects between the execution of the Purchase Agreement and Closing, (ii) the Company agrees to use commercially reasonable efforts to preserve intact the Business and maintain existing relations and goodwill with parties including customers, suppliers and employees between the execution of the Purchase Agreement and Closing, (iii) the Company agrees not to engage in certain activities with respect to the Business between the execution of the Purchase Agreement and Closing, except with the written consent of Amphenol (not to be unreasonably withheld, conditioned or delayed), (iv) the Company agrees, under the terms specified in the Purchase Agreement, not to compete with the Business, or hold any ownership interest in any person who engages in a business that competes with the Business (subject to certain exceptions, including with respect to the Company's retained businesses), for a period of five years after the Closing, and (v) the Company agrees not to solicit for hire or hire certain Business employees for a three-year period following the Closing (subject to customary exceptions). Amphenol has also agreed that the entities acquired by Amphenol from the Company in the Transaction and any other entity Amphenol uses to purchase assets in the Transaction will not solicit for hire or hire any Company employee for a 12-month period following the Closing (subject to customary exceptions). The Purchase Agreement also contains customary covenants with regards to continued employment and the terms of such employment of certain employees of the Business. Each of the parties is required to use their respective reasonable best efforts to consummate the Transaction, including effecting certain regulatory filings described in the Purchase Agreement and obtaining all necessary consents and authorizations to consummate the Transaction. Amphenol will control, lead and direct all actions, decisions and strategy for, and make all final determinations with respect to obtaining regulatory clearances pursuant to antitrust laws and foreign direct investment law. The Company has agreed to indemnify Amphenol for losses arising from breaches of the Company's covenants contained in the Purchase Agreement, breaches of certain "fundamental representations," certain liabilities excluded from the Transaction and certain taxes (including pre-Closing taxes in respect of the Business). Amphenol has agreed to indemnify the Company for losses arising from breaches of Amphenol's covenants contained in the Purchase Agreement, certain guarantees and liabilities transferred to Amphenol in connection with the Transaction. Amphenol has also agreed to pay when due certain post-Closing taxes of the Business. Simultaneous with the Closing of the Transaction, the parties will enter into certain ancillary agreements, including an Intellectual Property Matters Agreement and a Transition Services Agreement covering certain customary services for a limited period of time following the Closing. The Intellectual Property Matters Agreement is described in more detail below. In connection with the Transaction, Amphenol will acquire ownership of certain intellectual property rights primarily used or held for primary use in the Business. In addition, the parties have agreed to enter into an Intellectual Property Matters Agreement at Closing. Pursuant to the terms of the Intellectual Property Matters Agreement, the Company will assign to Amphenol those certain intellectual property rights primarily used or held for primary use in the Business. In addition, the Company will license to Amphenol, and Amphenol will license to the Company, certain intellectual property rights on a non-exclusive basis. A full-text copy of the Purchase Agreement, by and between CommScope Holding Company, Inc. and Amphenol Corporation is available at: https://tinyurl.com/2w2eyf3d About CommScope Holding Headquartered in Hickory, North Carolina, CommScope Holding Company, Inc. -- https://www.commscope.com/ -- is a global provider of infrastructure solutions for communication, data center and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. CommScope reported a net loss of $1.45 billion in 2023, a net loss of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and net loss of $573.4 million in 2020. As of March 31, 2024, the Company had $8.7 billion in total assets, $10.8 billion in total liabilities, $3.3 billion in total stockholders' deficit. * * * As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered its issuer credit rating on CommScope to 'CCC' from 'B-' and removed the ratings from CreditWatch with negative implications, where they were placed on Oct. 31, 2023. S&P revised the outlook to negative. The negative outlook reflects S&P's view that CommScope's expected weak financial performance of leverage above the 10x area and low FOCF generation in 2023 and 2024 will increase the risk of a distressed exchange or buyback within the next 12 months to address upcoming maturities. As reported by the TCR on March 15, 2024, Moody's Ratings downgraded CommScope ratings including the corporate family rating to Caa2 from B3. The ratings downgrade primarily reflects the increasing risk of a capital restructuring including a distressed exchange of some or all of the company's debt, with maturities approaching including the company's senior notes in June 2025 and secured debt in March and April of 2026. COMMUNITY HEALTH: Reports Q2 2024 Revenue Growth, Reduced Loss -------------------------------------------------------------- Community Health Systems, Inc. announced its financial and operating results for the three and six months ended June 30, 2024. For the Three Months Ended June 30, 2024, the Company reported: * Net operating revenues for the three months ended June 30, 2024, totaled $3.140 billion, a 0.8 percent increase compared to $3.115 billion for the same period in 2023. On a same-store basis, net operating revenues increased 4.7 percent for the three months ended June 30, 2024, compared to the same period in 2023. Net operating revenues for the three months ended June 30, 2024, reflect a 2.8 percent decrease in admissions and a 2.4 percent decrease in adjusted admissions, compared to the same period in 2023. On a same-store basis, admissions increased 3.0 percent and adjusted admissions increased 3.2 percent for the three months ended June 30, 2024, compared to the same period in 2023. * Net loss attributable to Community Health Systems, Inc. stockholders was $(13) million, or $(0.10) per share (diluted), for the three months ended June 30, 2024, compared to $(38) million, or $(0.29) per share (diluted), for the same period in 2023. Net loss attributable to Community Health Systems, Inc. stockholders was $(0.17) per share (diluted) for the three months ended June 30, 2024, compared to $(0.22) per share (diluted) for the same period in 2023. * Adjusted EBITDA for the three months ended June 30, 2024, was $387 million compared to $373 million for the same period in 2023. The decrease in net loss attributable to Community Health Systems, Inc. stockholders for the three months ended June 30, 2024, compared to the same period in 2023, is attributable, in part, to certain non-operating items, including a gain from early extinguishment of debt, as further discussed below, and period-over-period changes in impairment and (gain) loss on the sale of businesses, as well as a lower provision for income taxes. In addition, higher same-store volumes, increased reimbursement rates, a higher net benefit from supplemental reimbursement programs, reduced expense for contract labor and reductions in supplies expense contributed to a decrease in net loss attributable to Community Health Systems, Inc. stockholders and the increase in Adjusted EBITDA for the three months ended June 30, 2024, compared to the same period in 2023. For the Six Months Ended June 30, 2024, the Company reported: * Net operating revenues for the six months ended June 30, 2024, totaled $6.279 billion, a 0.9 percent increase compared to $6.223 billion for the same period in 2023. On a same-store basis, net operating revenues increased 5.2 percent for the six months ended June 30, 2024, compared to the same period in 2023. Net operating revenues for the six months ended June 30, 2024, reflect a 2.6 percent decrease in admissions and a 3.2 percent decrease in adjusted admissions, compared to the same period in 2023. On a same-store basis, admissions increased 3.4 percent and adjusted admissions increased 2.5 percent for the six months ended June 30, 2024, compared to the same period in 2023. * Net loss attributable to Community Health Systems, Inc. stockholders was $(55) million, or $(0.42) per share (diluted), for the six months ended June 30, 2024, compared to $(89) million, or $(0.68) per share (diluted), for the same period in 2023. Net loss attributable to Community Health Systems, Inc. stockholders was $(0.31) per share (diluted) for the six months ended June 30, 2024, compared to $(0.65) per share (diluted) for the same period in 2023. * Adjusted EBITDA for the six months ended June 30, 2024, was $765 million compared to $707 million for the same period in 2023. The decrease in net loss attributable to Community Health Systems, Inc. stockholders for the six months ended June 30, 2024, compared to the same period in 2023, is attributable, in part, to certain non-operating items, including a gain from early extinguishment of debt, as further discussed below, and period-over-period changes in impairment and (gain) loss on the sale of businesses, as well as a lower provision for income taxes. In addition, higher same-store volumes, increased reimbursement rates, a higher net benefit from supplemental reimbursement programs, reduced expense for contract labor and reductions in supplies expense contributed to a decrease in net loss attributable to Community Health Systems, Inc. stockholders and an increase in Adjusted EBITDA for the six months ended June 30, 2024, compared to the same period in 2023. Financing Activity: During the three months ended June 30, 2024, the Company completed a tack-on offering of $1.225 billion principal amount of its 10.875% Senior Secured Notes due 2032, which were originally issued in December 2023, and used the net proceeds to redeem all $1.116 billion of the remaining 8.000% Senior Secured Notes due 2026, to fund senior note repurchases in the amount of approximately $98 million for the extinguishment of $130 million principal amount of the 6⅞% Senior Notes due 2028, pay related fees and expenses, and for general corporate purposes. Together, these transactions resulted in the recognition of a net pre-tax gain from early extinguishment of debt of approximately $26 million during the three months ended June 30, 2024. In addition, during the three months ended June 30, 2024, the Company amended and restated its revolving asset-based loan facility to, among other things, extend the maturity to June 5, 2029. Commenting on the results, Tim L. Hingtgen, chief executive officer of Community Health Systems, Inc., said, "Our team has delivered another solid quarter that includes same-store, year-over-year improvements in operating results, supported by strong volume growth and expense management. This progress further demonstrates our growth mindset and ability to consistently execute on strategic opportunities to enhance our services, care for our communities, and generate value for all of our stakeholders." About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. Its affiliates provide healthcare services, developing and operating healthcare delivery systems in 40 distinct markets across 15 states. As of March 31, 2024, the Company has $14.4 billion in total assets, $15.3 billion in total liabilities, and $1.21 billion in total stockholders' deficit. * * * As reported by the TCR on Dec. 15, 2023, Moody's Investors Service downgraded CHS/Community Health Systems, Inc.'s Corporate Family Rating to Caa2 from Caa1. Moody's said the downgrade of Community Health's ratings reflects the company's very high level of the financial leverage and the company's inability to generate positive free cash flow despite some industry wide easing of labor pressure in recent quarters. As reported by the TCR on Dec. 20, 2023, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). S&P said, "We believe Community Health's capital structure is currently unsustainable. The company remains highly leveraged with S&P Global Ratings-adjusted debt to EBITDA of 8.4x. In addition, the company has not established a track record of sustained positive free cash flow generation. While we expect improved EBITDA margins and positive cash flow in 2024, leverage will remain high while the company has a significant interest burden and maturities starting in 2026." COMPACT BRICK: Seeks to Hire Buddy D. Ford P.A. as Counsel ---------------------------------------------------------- Compact Brick Pavers, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as counsel. The firm's services include: a. analyzing the financial institution situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advising the Debtor with regard to the powers and duties of the Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. preparing and filing of the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. representing the Debtor at the Section 341 Creditor's meeting; e. giving the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. preparing, on behalf of you applicant, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protecting the interest of the Debtor in all matters pending before the Court; i. representing the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. performing all other legal services for Debtors as Debtor-in-Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Buddy D. Ford $450 per hour Senior Associates $400 per hour Junior Associate Attorneys $350 per hour Senior Paralegal Services $150 per hour Junior Paralegal Services $100 per hour The firm received from the Debtor a retainer in the amount of $3,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, Esq., a partner at Buddy D. Ford, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 About Compact Brick Pavers, Inc. Compact Brick Pavers Inc. is a family owned and operated company offering commercial and residential construction services. Its services include pool remodeling, flooring, brick paver installation, countertop installation & fabrication, exterior & interior painting, commercial renovations, cabinetry and house cleaning/construction cleaning. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04042) on July 17, 2024, with $147,469 in assets and $2,571,452 in liabilities. Taylor Santos, secretary, signed the petition. Judge Catherine Peek Mcewen presides over the case. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as legal counsel. CORNERSTONE BUILDING: S&P Rates New Senior Secured Notes 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to U.S. building materials provider Cornerstone Building Brands Inc.'s proposed senior secured notes due 2029. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. All of its existing ratings on the company are unchanged, including the 'B' issuer credit rating and stable outlook. CRYPTO CO: Secures $59,000 Loan From AJB Capital Investments ------------------------------------------------------------ The Crypto Company disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it borrowed funds pursuant to the terms of a Securities Purchase Agreement entered into with AJB Capital Investments, LLC, and issued a Promissory Note in the principal amount of $59,000 to AJB in a private transaction for a purchase price of $47,200, each executed as of July 22, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $44,700, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes. The maturity date of the AJB Note is January 15, 2025. The AJB Note bears interest at a rate of 12% per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. The Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company's breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. The Company also entered into a Security Agreement with AJB pursuant to which the Company granted to AJB a security interest in all of the Company's assets to secure the Company's obligations under the AJB SPA and AJB Note. The offer and sale of the AJB Note was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. About Crypto Company Malibu, Calif.-based The Crypto Company -- https://www.thecryptocompany.com -- is engaged in the business of providing consulting services and education for blockchain technology and for the building of technological infrastructure and enterprise blockchain technology solutions. During 2023 the Company generated revenues and incurred expenses solely through these consulting operations. In February 2022 the Company acquired bitcoin mining equipment and entered into an arrangement with a third party to host and operate the equipment. However, by the end of 2022 the Company had exited that Bitcoin mining business. Crypto Company reported a net loss of $4.92 million for the year ended Dec. 31, 2023, compared to a net loss of $5.66 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $1.30 million in total assets, $5.52 million in total liabilities, and a total stockholders' deficit of $4.22 million. Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. On May 8, 2024, the Audit Committee of the Board of Directors of the Company approved the dismissal of BF Borgers CPA PC as the Company's independent registered public accounting firm after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with Public Company Accounting Oversight Board (PCAOB) standards in its audits and reviews incorporated in more than 1,500 SEC filings from January 2021 through June 2023; falsely representing to their clients that the firm's work would comply with PCAOB standards; fabricating audit documentation to make it appear that the firm's work did comply with PCAOB standards; and falsely stating in audit reports included in more than 500 public company SEC filings that the firm's audits complied with PCAOB standards. Borgers agreed to pay a $14 million civil penalty and agreed to permanent suspensions from appearing and practicing before the Commission as accountants, effective immediately. On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF Borgers' replacement. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Audit Committee of the Company. CSC HOLDINGS: $2.50BB Bank Debt Trades at 15% Discount ------------------------------------------------------ Participations in a syndicated loan under which CSC Holdings LLC is a borrower were trading in the secondary market around 84.7 cents-on-the-dollar during the week ended Friday, July 26, 2024, according to Bloomberg's Evaluated Pricing service data. The $2.50 billion Term loan facility is scheduled to mature on April 15, 2027. About $2.39 billion of the loan is withdrawn and outstanding. CSC Holdings, LLC, provides broadband communications and video services in the United States. It is a wholly owned subsidiary of Cablevision. D&D TRANS: Hires Modestas Law Offices as Bankruptcy Counsel ----------------------------------------------------------- D&D Trans, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Modestas Law Offices, P.C. as its bankruptcy counsel. The firm's services include: (a) negotiating with creditors; (b) preparing a plan and financial statements; (c) examining and resolving claims filed against the estate; (d) preparing pleadings filed in the case; (e) interacting with the trustee in this case; (f) attending court hearings; and (g) representing the Debtor in matters before the Court. Saulius Modestas, Esq., founder of Modestas Law, will charge $530 per hour for his services. Mr. Modestas assured the court that he does not hold or represent an interest adverse to the Estate, and that he is a disinterested person within the meaning of Sec. 327(a). The firm can be reached through: Saulius Modestas, Esq. Modestas Law Offices, P.C. 401 S. Frontage Rd. Burr Ridge, IL 60527-7115 Telephone: (312) 251-4460 Facsimile: (312) 277-2586 Email: smodestas@modestaslaw.com About D&D Trans Inc. D&D Trans, Inc. is an Illinois-based company operating in the trucking industry. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07279) on May 16, 2024, with $1 million to $10 million in both assets and liabilities. Denis Coledinschi, president, signed the petition. Saulius Modestas, Esq., at Modestas Law Offices, P.C. represents the Debtor as bankruptcy counsel. DAWKINS DEVELOPMENT: Hires Kirby Aisner & Curley as Counsel ----------------------------------------------------------- Dawkins Development Group Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kirby Aisner & Curley LLP, as counsel. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as a Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary legal papers required for Debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business and its assets; g. represent the Debtor in connection with obtaining post-petition financing; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and its estate. The firm will be paid at these rates: Partners $475 to $575 per hour Associates $295 to $325 per hour Paraprofessionals/Law Clerks $150 to $200 per hour The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Julie Cvek Curley, Esq., a partner at Kirby Aisner & Curley 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: Julie Cvek Curley, Esq. Kirby Aisner & Curley LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: jcurley@kacllp.com About Dawkins Development Group Inc. Dawkins Development Group Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22537) on June 14, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Sean H. Lane presides over the case. Julie Cvek Curley Kirby, Esq., at Aisner & Curley LLP represents the Debtor as legal counsel. DIOCESE OF ROCHESTER: Judge Expresses Skepticism Over Plan ---------------------------------------------------------- Clara Geoghegan of Law360 reports that a New York bankruptcy judge said Friday, July 19, 2024, he was skeptical of a creditor noticing procedure meant to head off confirmation issues for the already voted on Chapter 11 plan of the Roman Catholic Diocese of Rochester, New York, noting he thinks affirmative creditor consent to third-party liability releases is needed following the U. S. Supreme Court's landmark Purdue Pharma ruling last month, June 2024. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. DNC AND TCPA: Seeks Approval to Hire SL Biggs as Accountant ----------------------------------------------------------- DNC and TCPA Sanitizer List seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ SL Biggs, a division of SingerLewak LLP, as accountants. The firm will render these services: a. provide the Debtor with financial advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11, Subchapter V; c. file the necessary monthly reports, tax return preparation and as further detailed on page 5 of Mark Dennis's Affidavit which is filed with this application, and any reports which may be required in the continued administration of this Chapter 11; d. perform all other accounting services for the Debtor which may be necessary. The proposed compensation to SL Biggs is $500 per hour for Mark Dennis, the main partner in charge of this matter. The hourly rates for directors and other partners range from $350-$600 per hour and associates range downward to $200 per hour. The accountant has requested a retainer of $10,000. Mark Dennis, a partner at SL Biggs, 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: Mark D. Dennis, CPA SL Biggs 2000 S. Colorado Blvd., Tower 2, Suite 200 Denver, CO 80222 Phone: (303) 226-5471 About DNC and TCPA Sanitizer DNC and TCPA List Sanitizer, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-12624) on May 16, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. John Cimino, Esq., at Cimino Law Office, LLC represents the Debtor as bankruptcy counsel. DT&T LOGISTICS: Hires Modestas Law Offices as Legal Counsel ----------------------------------------------------------- DT&T Logistics, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Modestas Law Offices, P.C. as counsel. The firm's services include: (a) negotiation with creditors; (b) preparation of a plan and financial statements; (c) examination and resolution of claims filed against the estate; (d) preparation of pleadings filed in the case; (e) interaction with the trustee in this case; (f) attendance at court hearings; and (g) representation of the Debtor in matters before the Court. The firm will be paid at the rate of $535 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Saulius Modestas, Esq., a partner at Modestas Law Offices, 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: Saulius Modestas, Esq. Modestas Law Offices, P.C. 401 S. Frontage Road, Ste. C Burr Ridge, IL 60527 Tel: (312) 251-4460 Email: smodestas@modestaslaw.com About DT&T Logistics, Inc. DT&T Logistics Inc. oeprates in the trucking industry. DT&T Logistics Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08667) on June 12, 2024. In the petition signed by Anatoli Neteda, as president, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Deborah L. Thorne handles the case. The Debtor is represented by Saulius Modestas, Esq., at Modestas Law Offices, P.C. EARTH SCIENCE: Director Jeff P.H. Cazeau Holds 53,605 Common Shares ------------------------------------------------------------------- Jeff P.H. Cazeau, a director at Earth Science Tech, Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing that as of May 30, 2024, he beneficially owned 53,605 common shares of the Company's stock. Mr. Cazeau obtained the 53,605 shares of ETST's common stock by purchasing on the open market. A full-text copy of Mr. Cazeau's SEC report is available at: https://tinyurl.com/6pazj4t6 About Earth Science Tech Miami, Fla.-based Earth Science Tech, Inc. was incorporated under the laws of the State of Nevada on April 23, 2010, subsequently changed to the State of Florida on June 27, 2022. As of November 8, 2022, the Company is a holding entity set to acquire companies with its current focus in the health and wellness industry. The Company is presently in compounding pharmaceuticals and telemedicine through its wholly owned subsidiaries RxCompoundStore.com, LLC., Peaks Curative, LLC., and Earth Science Foundation, Inc. As of March 31, 2024, the Company had $3,881,336 in total assets, $1,632,031 in total liabilities, and $2,249,305 in total stockholders' equity. Boca Raton, Fla.-based R. Bolko, CPA P.A, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered negative cash flows and has a significant accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. EIGER BIOPHARMACEUTICALS: Plan to Scrap Equity Securities --------------------------------------------------------- investing.com reports that Eiger BioPharmaceuticals, Inc., a biopharmaceutical company, has announced a significant development in its ongoing Chapter 11 bankruptcy proceedings. According to a recent SEC filing, the company filed a proposed Joint Plan of Liquidation and a Disclosure Statement with the United States Bankruptcy Court for the Northern District of Texas on Monday. Under the proposed Chapter 11 Plan, all equity securities of Eiger BioPharmaceuticals will be canceled and extinguished. Equity holders are set to receive their proportionate share of cash from the Existing Equity Interest Recovery Pool (NASDAQ:POOL), as defined in the Chapter 11 Plan. This move will effectively wipe out the current equity stakes of shareholders. The company's securities, which were suspended from trading on The Nasdaq Stock Market LLC on April 11, 2024, and are currently trading on the OTC Pink Marketplace under the symbol "EIGRQ", are cautioned to be highly speculative. The company warns that trading prices may not reflect the actual recovery, if any, for holders in the Chapter 11 Cases, suggesting that investors could face a significant or total loss of their investment. A hearing to discuss the approval of the Disclosure Statement and the confirmation of the Chapter 11 Plan is scheduled for July 29, 2024. The deadline for objections to the company's classification of claims and equity interests as "unimpaired" under the Chapter 11 Plan is also set for the same day. The contents of the proposed Chapter 11 Plan and Disclosure Statement are subject to change and should not be relied upon by any party until finalized. The company emphasizes that this report is not an invitation to accept or reject the proposed Chapter 11 Plan and Disclosure Statement, and any solicitation will be made under the final approved documents and applicable law. This news is based on information contained in a recent SEC filing by Eiger BioPharmaceuticals. In other recent news, Eiger BioPharmaceuticals, Inc. has finalized the sale of its Avexitide asset to Amylyx Pharmaceuticals, Inc., a transaction valued at $35.1 million, excluding determined cure costs and assumed liabilities. This significant move follows Eiger's voluntary filing for Chapter 11 bankruptcy protection. Amylyx emerged as the successful bidder for the Avexitide asset in a court-supervised auction process, with the sale authorized by the United States Bankruptcy Court for the Northern District of Texas. Amylyx Pharmaceuticals will now assume responsibility for the development and commercialization of the Avexitide asset. This transaction marks a crucial step in Eiger's ongoing bankruptcy proceedings, indicating a pivotal moment as the company aims to satisfy its obligations to creditors. As Eiger navigates through bankruptcy, the company has issued a caution to its security holders about the speculative nature and significant risk associated with trading in Eiger's securities during the Chapter 11 process. InvestingPro Insights In light of Eiger BioPharmaceuticals' recent developments, investors are keenly observing the company's financial health and stock performance. Real-time data from InvestingPro shows a market capitalization of $18.66 million, with a significant revenue growth of 41.06% in Q1 2023 compared to the previous quarter. Despite this growth, the company's operating income margin remains deeply negative at -455.12% for the last twelve months as of Q1 2023. InvestingPro Tips highlight that Eiger BioPharmaceuticals is quickly burning through cash and has short-term obligations that exceed its liquid assets. Additionally, analysts do not anticipate the company will be profitable this year, which aligns with the company's current bankruptcy proceedings and the potential total loss for equity holders. These factors underscore the speculative nature of the company's OTC stock, EIGRQ. 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. EMPIRE TODAY: S&P Downgrades ICR to 'CCC', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on flooring retailer Empire Today LLC to 'CCC' from 'CCC+'. S&P also lowered its issue-level rating on Empire Today's secured credit facilities to 'CCC' from 'CCC+'. Our recovery rating remains '4'. The negative outlook reflects the risk of a liquidity shortfall or a debt transaction that we view as tantamount to default in the coming six months. The downgrade reflects the risk that the company will experience challenges in generating meaningful FOCF in 2024, leading to weakening liquidity. The company reported an FOCF deficit of about $7 million in the first quarter of 2024 due to operating margin pressures partially offset by working capital inflow. Interest expenses, which increased by almost $20 million in 2023 compared with the previous year, also reduce the company's free cash flow. S&P said, "We anticipate the company will increasingly rely on its revolving facility to fund its business operations because we expect an FOCF deficit of about $10 million in 2024. Given the company's high leverage, the springing covenant will limit the availability of the revolving facility to 40% of its $60 million committed amount. While we acknowledge the company could cut a portion of its advertising expenses to preserve liquidity in the short term, we believe it will likely cause further revenue deterioration, which will increase the risk of a liquidity shortfall." S&P said, "S&P Global Ratings-adjusted leverage increased by more than three turns to 11x in the first quarter of 2024 due to a decline in adjusted EBITDA. In addition, we expect S&P Global Ratings-adjusted EBITDA interest coverage will remain below 1x over the next two years. In our view, the company has limited capacity to weather prolonged weakness in the housing market given its highly leveraged capital structure. "We expect revenue will continue to decline as consumers postpone highly discretionary spending. Revenue declined by 8.5% in the first quarter of 2024 as business lead trends continued to deteriorate following a brief improvement in 2023. To partially offset these headwinds, the company has invested in its brand by significantly increasing advertising spending in 2023. Despite that, we forecast revenue will decline by 9% this year because we anticipate housing market weakness, caused by high mortgage rates and low affordability, to persist. Despite some improvement in 2025, we expect revenue will remain weak and, in our view, elevated competitive pressures from less leveraged peers or a reduction in the pace of rate cuts represents significant risks. "We expect pressure on S&P Global Ratings-adjusted EBITDA margin this year largely due to high advertising expenses. S&P Global Ratings-adjusted EBITDA margin declined to 0.5% in the first quarter of 2024, largely led by an increase in overhead expenses, partially offset by gross margin improvement. In addition, advertising expenses, which increased to above 14% of revenue in 2023 compared with 10% in the previous year, remained high as the company attempts to preserve its competitive position and generate business leads. To partially offset operating margin pressures, the company has focused on shifting its supply chain to domestic sourcing and optimizing inventory management. We forecast adjusted EBITDA will decline by over 11% this year due to lower revenue and margins pressures. "The negative rating outlook on Empire Today reflects the risk that the FOCF deficit accelerates, and we see a specific default scenario or a liquidity crisis in the subsequent six months. "We could lower our rating on Empire Today if we envisioned a specific default scenario occurring in the subsequent six months. This includes a covenant breach absent a cure or amendment, a payment default, a distressed exchange, or a capital structure restructuring. "We could take a positive rating action on Empire Today if we believed the company could achieve sustained improvements in operating results, leading to positive free cash flow generation and improving liquidity, which includes paying down the outstanding amount under its revolving facility." Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. EMPOWER CENTRAL: Amends Unsecureds & Secured Claims Pay Details --------------------------------------------------------------- Empower Central Michigan, Inc., submitted a Third Amended Plan of Reorganization under Subchapter V dated July 12, 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $24,697.00. The final Plan payment is expected to be paid on or about August 1, 2029. This Plan proposes to pay Creditors of the Debtor from the Debtor's cash flow from operations and future income. Class I shall consist of the holders of Allowed Unsecured Claims. Each Holder of Class I Claims shall receive a Pro Rata distribution attributable to its Allowed General Unsecured Claim based on quarterly payments each year by the Debtor from the Debtor's Projected Disposable Income for a period of 5 years. The first payment shall be the first day of the month at the beginning of the second calendar quarter after the Effective Date. Such payments shall continue to be made quarterly on the first day of each calendar quarter thereafter for a period of 5 years from the first payment. Each quarterly payment shall total $1,234.87, to be divided Pro Rata. At the end of each calendar year during the term of the Plan, the Debtor will determine if its actual net income1 has exceeded the Projected Disposable Income for that calendar year. If the Debtor's actual net income has exceeded its Projected Disposable Income by $10,000.00 or more during the calendar year at issue, the Debtor will by February 1 of the following calendar year make an additional distribution of 50% of the excess amount, less $10,000.00, to the Holders of Allowed Unsecured Claims, with the distribution to be divided Pro Rata. The total amount of this additional distribution shall be calculated by subtracting $10,000.00 from the net amount earned by the Debtor in excess of its Projected Disposable Income during the calendar year at issue and reducing that amount by 50%. In addition to the payments, if Avoidance Claims are successfully pursued by the Debtor, the Debtor will distribute 50% of the net proceeds obtained from Avoidance Claims, Pro Rata, to the Holders of Allowed Unsecured Claims. All costs and expenses of litigation shall be deducted first from the gross Avoidance Action proceeds in order to arrive at the net amount. Any required distribution of Avoidance Action proceeds shall be made within 60 days of the date upon which the Debtor collects the funds owed in connection with the Avoidance Action from the defendant or after expiration of any applicable appeal period, whichever comes later. If an appeal is filed, the Debtor shall hold any amounts recovered in escrow until the appellate proceedings have concluded. The Debtor believes that it may receive a tax refund in connection with an Employer Retention Tax Credit for a prior tax year (the "ERC Tax Credit"). The return for the ERC Tax Credit was prepared by Lasiter & Lasiter Inc., a tax firm in Indianapolis Indiana in exchange for the Debtor's agreement to pay a contingency fee of approximately $15,000.00. The amount the Debtor may receive after the payment of the fee is approximately $60,000.00. The Debtor is concerned that this tax refund may not be paid, which is why the expected refund was not included in the Debtor's projections. This Class is Impaired. Class II shall consist of any Claim of Autolab Franchising, LLC against the Debtor. The Debtor intends to assume its executory contract with Auto-lab Franchising, LLC, or replace the contract with a similar agreement. Auto-lab Franchising, LLC may be the holder of a cure claim in an amount that is presently unknown to the Debtor. To the extent that Autolab Franchising, LLC asserts or has asserted any claim other than a cure claim which is determined to have priority status either by agreement or by Court order, said claim shall be treated as a Class I general unsecured claim as there are no unencumbered assets which could allow Autolab Franchising, LLC to successfully argue that its claim is secured. Autolab Franchising, LLC may file a Proof of Claim evidencing the amount it claims to be owed by the Debtor within 30 days of the Confirmation Date or on or before a different deadline should one be established by an order of the Court. Class III consists of the Claims of Capital National Bank, which holds a Secured Claim against the Debtor. Capital National Bank shall receive a total of $90,000.00 in in full satisfaction, settlement, release, and discharge of, and in exchange for, any Claims it has against the Debtor. No interest shall accrue on this amount. The amount owed to Capital National shall be paid in equal monthly installment payments beginning on the date which is 30 days after the Effective Date. The payment amount will be $1,500.00, which shall cause the Debtor's obligation to Capital National Bank to be fully satisfied during the term of the Plan. In addition, the Debtor believes that it may receive a tax refund in connection with the ERC Tax Credit. The return for the ERC Tax Credit was prepared by Lasiter & Lasiter Inc., a tax firm in Indianapolis Indiana in exchange for the Debtor's agreement to pay a contingency fee of approximately $15,000.00. The amount the Debtor may receive after the payment of the fee is approximately $60,000.00. The Debtor is concerned that this tax refund may not be paid, which is why the expected refund was not included in the Debtor's projections. Class IV consists of the Claims of Cashable, LLC, Cloudfund, LLC, Ivy Receivables, LLC, Michigan Late Bloomers, Inc., and any other individual or Entity who may claim to be the Holder of a Secured Claim unless the individual or Entity is separately and specifically identified and treated as the holder of a Secured Claim in this Plan. This class consists of the holders of Claims which purport to be secured whose claims are not actually secured. More specifically, the Debtor has defenses against the Claims in this class which include, without limitation 1) a defense based on the fact that a security interest was not properly perfected, 2) the relative priority of claimed security interests, 3) defenses based on the Holder's indication that its Claim is not a Secured Claim, but rather a purchase, and/or 4) a usury defense. As a result of the Debtor's defenses, these claims shall all be treated as Class I General Unsecured Claims. To the extent that the Holder of a Class IV claim has asserted or asserts a Secured Claim or any Claim other than a General Unsecured Claim, all parts of said Claim which are not General Unsecured Claims shall be automatically disallowed on the Confirmation Date without any further action by the Debtor. A full-text copy of the Third Amended Plan dated July 12, 2024 is available at https://urlcurt.com/u?l=m3vA1g from PacerMonitor.com at no charge. Counsel to the Debtor: Zachary R. Tucker, Esq. Winegarden, Haley, Lindholm, Tucker & Himelhoch, P.L.C. 9460 S. Saginaw Rd, Suite A Grand Blanc, MI 48439 Telephone: (810) 579-3600 Email: ztucker@winegarden-law.com About Empower Central Empower Central Michigan, Inc., operates an automotive repair facility in Fenton, Michigan. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31281) on Aug. 4, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. Zachary R. Tucker, Esq., at Winegarden, Haley, Lindholm, Tucker & Himelhoch, PLC, is the Debtor's legal counsel. ENOVA INTERNATIONAL: S&P Rates New $400MM Sr. Unsecured Notes 'B-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating to Enova International, Inc.'s proposed $400 million issuance of senior unsecured notes due 2029. The company plans to use the net proceeds for a concurrent tender offer for any and all of the company's existing $375 million of 8.5% senior notes due 2025 and for consent solicitation and redemption of any remaining 2025 notes. Enova's tender offer for, and the redemption of, any remaining 2025 notes is conditioned on the consummation of the proposed notes. The deadline for holders to validly tender notes and deliver consents and be eligible to receive payment of the total consideration of $1,002 for each $1,000 of the principal amount will be Aug. 9, 2024, unless extended or earlier terminated by the company. The tender offer will expire on Aug. 26, 2024. In conjunction with the tender offer, the company is also soliciting consents for adoption of amendments, which includes reducing the redemption of notes from at least 30 days to at least two business days, along with the elimination of all restrictive covenants and certain events of default. S&P said, "The one-notch difference between the issuer credit rating (B/Stable/--) and the issue rating on the proposed notes reflects our view that unencumbered assets to unsecured debt will remain below 1.0x after deducting assets pledged to nonrecourse secured debt. Additionally, if the company's priority debt as a percentage of total adjusted assets exceeds 30% (20%-25% pro forma for the transaction), and if unencumbered assets to unsecured debt remains below 1x, we could lower the issue rating by a notch, to 'CCC+'. "Pro forma, we expect that debt to adjusted total equity (ATE) will remain relatively unchanged. As of the end of the second quarter, the company's leverage was 3.8x, and it remains below our downside threshold of 4.5x. While the growth of the company's debt has been modest--it rose to $3.2 billion as of June 30, 2024, from $3.0 billion at year-end 2023--the company's equity has declined to $853 million from $942 million. The decrease was due to $215 million in share repurchases during the first half of this year. "Despite the recent uptick in leverage, we expect that Enova will prudently work to reduce its leverage to below 3.5x over the coming quarters. "The stable outlook on the issuer credit rating reflects our expectation that, over the next 12 months, macroeconomic headwinds will lead to leverage (as measured by debt to ATE) of 2.75x-3.5x. Our outlook also considers Enova's transition to longer-duration loans and small business lending, its growing tangible equity, no imminent refinancing risk, and no new regulatory rules or findings. "We could lower the ratings over the next 12 months if Enova's credit performance significantly deteriorates or if the company becomes subject to a material regulatory finding, such that it impedes operating performance. We could also lower the ratings if leverage approaches 4.5x." EVERI HOLDINGS: S&P Places 'BB-' ICR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings placed its 'BB-' issuer credit rating on Everi Holdings Inc. on CreditWatch with negative implications. The issue-level ratings on Everi's existing debt are unchanged because the control provisions in the debt agreements will be triggered, and they will be repaid in the event the transactions close. The negative CreditWatch placement reflects S&P's view that the combined entity's leverage will likely exceed 4x as a result of incremental debt financing to fund the transaction. On July 26, 2024, Everi announced that it entered into a definitive agreement to be acquired by Apollo for $14.25 per share. Simultaneously, Apollo will acquire IGT Gaming for approximately $4.05 billion and merge the business with Everi. In connection with the transaction, Apollo has obtained committed debt and equity financing commitments of $6.3 billion. IGT will receive approximately $4.05 billion of cash. The remaining $2.25 billion will be used to buy out Everi's shareholders, repay Everi's approximately $1 billion debt obligations, and finance transaction fees and expenses. The transaction is expected to close by the end of the third quarter of 2025, subject to regulatory, shareholder, and other approvals. Previously, on Feb. 29, 2024, IGT and Everi announced their entry into definitive agreements in which IGT would separate its Global Gaming and PlayDigital businesses by way of a taxable spinoff to IGT shareholders and simultaneously combine the businesses with Everi to create a newly formed global gaming and financial technology enterprise. Under the terms of the new agreements, Apollo will acquire and combine the entities, and IGT Gaming and Everi will become a privately owned combined enterprise. As per the terms of the merger agreement, Apollo has committed to make an equity investment of up to $2.3 billion and has secured committed debt financing of $4.325 billion, in addition to a committed $750 million revolving credit facility to fund the transaction. S&P said, "Pro forma for the transaction, we estimate the combined company's S&P Global Ratings-adjusted leverage will be between 4.7x and 5.6x for the 12 months ended March 31, 2024, depending on the final amount of debt, including revolver borrowings, used to finance the transaction. We also assume that about one-third of the previously stated $75 million of annual cost synergies (to be achieved by the end of the third year after the transaction closes) will be realized within the first year. This leverage range represents a substantial increase compared with Everi's stand-alone S&P Global Ratings-adjusted leverage of approximately 3.1x for the 12 months ended March 31, 2024, and exceeds our current 4x downgrade threshold on the company. Although we anticipate that we could modestly increase our leverage thresholds because we believe the newly combined entity may be able to support modestly higher leverage than Everi could on a stand-alone basis, our current assumptions for pro forma leverage at the time that this transaction is expected to close in the third quarter of 2025 would likely be higher than our revised debt leverage range. Furthermore, Apollo's financial policy regarding the combined entity remains unknown. "We expect to address the CreditWatch placement once we believe the proposed transaction can achieve regulatory, shareholder, and other approvals before the expected closing by the end of the third quarter of 2025. We will assess Everi's business position, pro forma capital structure, and long-term financial policy as more information becomes available. Under our current debt financing expectations, we would likely lower the issuer credit rating on Everi by one notch. If the deal does not proceed, we will likely affirm our rating on Everi and remove it from CreditWatch." FASTLINE CARGO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Fastline Cargo, LLC d/b/a FLC 1403 Industrial Highway Cinnaminson, NJ 08077 Business Description: The Debtor is a general freight transportation company. Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-17484 Debtor's Counsel: Ellen M. McDowell, Esq. MCDOWELL LAW, PC 46 West Main St. Maple Shade, NJ 08052 Tel: 856-482-5544 Fax: 856-482-5511 E-mail: emcdowell@mcdowelllegal.com Total Assets: $2,722,053 Total Liabilities: $4,566,107 The petition was signed by Amanjot Kaur as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SPKCCDI/FASTLINE_CARGO_LLC_dba_FLC__njbke-24-17484__0001.0.pdf?mcid=tGE4TAMA FISKER INC: Gets Bankruptcy Court Approval to Sell Remaining EVs ---------------------------------------------------------------- Jonathan Randles and Maria Clara Cobo of Bloomberg News report that Fisker Inc. won bankruptcy court permission to sell its remaining fleet of electric SUVs after slashing the price on glitchy vehicles that were sold to some customers for as much as $70,000. Judge Brendan L. Shannon said at a hearing in Delaware Tuesday he'd approve the sale of roughly 3,300 Fisker vehicles for as much as $46.25 million to American Lease LLC, a company that leases cars and SUVs to New York City-based Uber and Lyft drivers. About Fisker Inc. California-based Fisker Inc. is revolutionizing the automotive industry by designing and developing individual mobility in alignment with nature. Passionately driven by a vision of a clean future for all, the company is on a mission to create the world's most sustainable and emotional electric vehicles. Fisker Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del.) on June 17, 2024. In its petition, the Debtor reports between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Fisker is represented by Davis Polk & Wardwell LLP and Morris, Nichols, Arsht & Tunnell LLP as legal advisors and Huron Consulting Group as restructuring advisor. FISKER INC: Noteholder Asks to Convert Case to Chapter 7 -------------------------------------------------------- Emlyn Cameron of Law360 Bankruptcy Authority reports that one of Fisker's noteholders is urging a Delaware bankruptcy judge to swap the electric-vehicle maker's Chapter 11 case with a Chapter 7 liquidation, arguing that the debtor no longer has any operations and the administrative burn of its reorganization is high. About Fisker Inc. California-based Fisker Inc. is revolutionizing the automotive industry by designing and developing individual mobility in alignment with nature. Passionately driven by a vision of a clean future for all, the company is on a mission to create the world's most sustainable and emotional electric vehicles. Fisker Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del.) on June 17, 2024. In its petition, the Debtor reports between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Fisker is represented by Davis Polk & Wardwell LLP and Morris, Nichols, Arsht & Tunnell LLP as legal advisors and Huron Consulting Group as restructuring advisor. GALLERIA 2425: Trustee Hires Gordon Arata as Special Counsel ------------------------------------------------------------ Christopher R. Murray, the Trustee for Galleria 2425 Owner, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Gordon, Arata, Montgomery, Barnett, Mccollam, Duplaintis & Eagan, LLC as special insurance recovery counsel. The Debtor needs the firm's legal assistance in connection with the insurance coverage provided by CNA Paramount/Transportation Insurance Company under Policy No. 7034740662, regarding the flood and fire in the parking garage of the building of the Debtor. The firm will be paid at these rates: Terrence K. Knister $500 per hour Marion W. Weinstock $525 per hour Associate Attorneys $215 to 295 per hour Paralegals $165 per hour Legal Assistants $75 to $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Marion Weinstock, a partner at Gordon, Arata, Montgomery, Barnett, McCollam, Duplantis & Eagan, 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: Marion Weinstock Gordon, Arata, Montgomery, Barnett, McCollam, Duplantis & Eagan, LLC 201 St. Charles Avenue, 40th Floor New Orleans, LA 70170-4000 Tel: (504) 582-1111 About Galleria 2425 Owner, LLC Galleria 2425 Owner LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Galleria 2425 Owner LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60036) on July 5, 2023. In the petition filed by Dward Darjean, as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $50 million and $100 million. The Honorable Bankruptcy Judge Christopher M. Lopez oversees the case. The Debtor is represented by Melissa S Hayward, Esq., at Hayward & Associates PLLC. GAUCHO GROUP: Bids for Buenos Aires Assets Due Sept. 12 ------------------------------------------------------- 3i LP, as collateral agent, will conduct a public sale of the personal property assets of Gaucho Group Holdings Inc. ("Holdings") and Gaucho Group Inc. ("GGI")("Borrower"), including without limitation, borrower's intellectual property and holding's 100% membership interests in GGI, Algodon Global Properties LLC and InvestProperty Group LLC, which, among other things, own, or own the equity in entities that directly or indirectly own, an apparel retail business, a hotel in Buenos Aires, undeveloped land in Mendoza and Cordoba, Argentina, and a winery, vineyard, hotel and neighboring residential lots in Mendoza, Argentina, to be held in person at the offices of Goulston & Storr PC, 730 Third Avenue, 12th Floor, New York, New York 10017, or, in the sole discretion of the collateral agent, remotely by Zoom or similar video platform, on Sept. 16, 2024, at 10:00 a.m. (Eastern Time). The deadline for bids on all or any portion of the assets being sold is Sept. 12, 2024, at 4:00 p.m. (Eastern Time). Further details and bidding procedures are available by request to collateral agent's counsel: Douglas B. Rosner, Esq. Goulston & Storrs PC Tel: (617) 482-1776 Email: drosner@goulstonstorrs.com -- or -- Joel H. levitin, Esq. Goulston & Storrs PC Tel: (212) 701-3770 Email: jlevitin@goulstonstorrs.com GIRARDI & KEESE: Court Rejects Tom's Bid to Delay Wire Fraud Trial ------------------------------------------------------------------ Adrian Cruz of Law360 reports that a California federal judge rejected disgraced lawyer Tom Girardi's motion to have his closely watched wire fraud trial moved to October 2024 from its current August start date, determining that he was unable to provide a genuine reason as to why proceedings should be pushed back two months. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 GSE SYSTEMS: CEO Khanna Will Receive $350,000 Base Salary --------------------------------------------------------- GSE Systems, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 22, 2024, the Company entered into a new employment agreement with Mr. Ravi Khanna. On April 30, 2024, the Board of Directors of the Company announced the appointment of Ravi Khanna as chief executive officer and president of the Company, effective April 30, 2024. In connection with the appointment, the Company and Mr. Khanna entered into a letter agreement pursuant to which (i) the Company agreed to immediately increase Mr. Khanna's salary to $350,000 and (ii) the Company and Mr. Khanna agreed to revisit the terms of Mr. Khanna's current employment agreement. Under the Employment Agreement, Mr. Khanna serves for an initial term beginning on July 22, 2024 and ending on Dec. 31, 2024. The term will then automatically renew for one-year periods until either the Company or Mr. Khanna notifies the other of an intent to terminate the Employment Agreement at least 30 days prior to December 31st of the then-current year. Mr. Khanna's Base Salary is $350,000 and subject to annual review by the Board. Mr. Khanna is eligible for a bonus of up to 100% of his Base Salary subject to the achievement of annual performance goals determined by the Board. For the year-ended Dec. 31, 2024, the Board has agreed to a bonus of up to 120% of his Base Salary if the Company achieves certain levels Adjusted EBITDA. In addition, if the Company undergoes a Change in Control (as defined in the Employment Agreement) on or prior to Dec. 31, 2024, Mr. Khanna is entitled to a payment of $100,000 upon such Change of Control event, but will forfeit any unvested RSUs awarded pursuant to the RSU Agreement. Mr. Khanna is entitled to participate in all employee benefits available to senior executives or employees of the Company. During the term of the Employment Agreement, and for a 12-month period following termination of the Employment Agreement, Mr. Khanna shall not compete with the Company or solicit employees or customers of the Company. If the Company terminates Mr. Khanna's employment for a reason other than Death, Disability or Cause (as defined in the Employment Agreement), or if Mr. Khanna terminates his employment for Good Reason (as defined in the Employment Agreement), then Mr. Khanna will (subject to certain conditions) receive his Base Salary and Benefits (as defined in the Employment Agreement) for a period of 12 months, each running from the date of termination of his employment, payable as and when salaries are generally paid to executive officers of the Company, and Mr. Khanna will also receive, on the date that annual bonuses are paid to similarly situated employees but no later than 120 days following the end of the calendar year in which the termination occurs, a bonus equal to the sum of his bonus if he had been employed for the full year and the pro-rated amount through his date of termination. In connection with the Employment Agreement, the Company and Mr. Khanna also entered into a restricted share unit agreement (the "RSU Agreement"). In accordance with the terms of the RSU Agreement, Mr. Khanna received 100,000 restricted stock units vesting as follows: (i) 5,000 vesting immediately on the grant date; (ii) 25,000 vesting quarterly in four equal installments during the fiscal year ending Dec. 31, 2025; (iii) 25,000 vesting quarterly in four equal installments during the fiscal year ending Dec. 31, 2026; (iv) 25,000 vesting quarterly in four equal installments during the fiscal year ending Dec. 31, 2027; and (v) 20,000 vesting quarterly in four equal installments during the fiscal year ending Dec. 31, 2028. Mr. Khanna joined the Company in August 2016 and most recently served as the senior vice president of Professional Services of the Systems & Simulation business unit of GSE Solutions. Mr. Khanna leverages his foundation in Chemical Engineering and over 25 years of industry experience in growing technology organizations serving Defense, Satellite Telecommunications, and Management Consulting sectors. Prior to joining the Company, Mr. Khanna held leadership positions at Accenture LLP as well as ViaSat, Inc., developing complex military and commercial business lines through expansion and acquisitions, resulting in revenue growth and cost efficiencies through organizational transformation and adoption of technology-driven solutions. Mr. Khanna holds a Bachelor's of Science in Chemical Engineering at the University of Maryland, a Master's of Science in Computer Science from Johns Hopkins University, and a Master's in Business from University of California San Diego. About GSE Systems Headquartered in Columbia, Maryland, GSE Systems -- http://www.gses.com/-- a Nasdaq-listed company trading under the symbol GVP, is a provider of engineering services and technology, expert staffing, and simulation software to clients in the power and process industries. The Company provides customers with simulation, engineering technology, engineering and plant services that help clients reduce risks associated with operating their plants, increase revenue through improved plant and employee performance, and lower costs through improved operational efficiency. In addition, the Company provides professional services that help clients fill key vacancies in the organization on a short-term basis, including but not limited to, the following: procedure writing, planning and scheduling; engineering; senior reactor operator training and certification; technical support and training personnel focused on regulatory compliance and certification in the nuclear power industry. Tysons, VA-based Forvis, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 2, 2024, citing that Company has incurred losses from operations for the year ended Dec. 31, 2023. In addition, the continued decline in revenues has significantly impacted the Company's operating results and raises substantial doubt about the Company's ability to continue as a going concern. "The Company has incurred operating losses and has not demonstrated an ability to generate cash in excess of its operating expenses for a sustained period of time. During the year ended December 31, 2023 and the three months ended March 31, 2024, the Company generated a loss from operations of $6.8 million and $1.5 million, respectively. The 2023 loss from operations included non-cash impairment charges of goodwill from our Workforce Solutions segment totaling $1.4 million. As of March 31, 2024, the Company had domestic unrestricted cash and cash equivalents of $0.4 million which is not sufficient to fund the Company's planned operations through one year after the date the consolidated financial statements are issued. The Company has not achieved its forecast for several periods and there is no assurance that it will achieve its forecast over the twelve months ending May 15, 2025. These factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that our audited consolidated financial statements are issued," GSE Systems said in its Quarterly Report for the period ended March 31, 2024. GUARDIAN ELDER: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Guardian Elder Care at Johnstown, LLC d/b/a Richland Healthcare and Rehabilitation Center 349 Vo-Tech Drive Johnstown, PA 15904 Business Description: The Debtors and their non-debtor affiliates are a private, family-owned organization that has provided inpatient and outpatient services to predominately small and/or rural communities through a network of skilled nursing facilities and personal care homes since 1995. Guardian Healthcare maintains 19 skilled nursing facilities, with one facility in West Virginia and the remaining facilities located in Pennsylvania. Through its facilities, Guardian Healthcare maintains more than 1,700 skilled nursing, personal care, and independent living beds, providing long-term care and rehabilitation services. Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court Western District of Pennsylvania Forty-four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Guardian Elder Care at Johnstown, LLC (Lead Case) 24-70299 GEC Beaver Falls Real Estate, LLC 24-21812 GEC Bethel Park Real Estate, LLC 24-21813 GEC Fairmont Real Estate, LLC 24-70300 GEC Greensburg Real Estate, LLC 24-21815 GEC Highland View, LP 24-10420 GEC Lower Burrell Real Estate, LLC 24-21816 GEC Monongahela Real Estate, LLC 24-21817 GEC Munhall Real Estate, LLC 24-21818 Guardian Elder Care at Altoona, LLC 24-70301 d/b/a Hillview Healthcare and Rehabilitation Center Guardian Elder Care at Beaver Falls, LLC 24-21819 d/b/a Beaver Valley Healthcare and Rehabilitation Center Guardian Elder Care at Bethel Park, LLC 24-21820 d/b/a Meadowcrest Healthcare and Rehabilitation Center Guardian Elder Care at Brockway, LLC 24-10421 d/b/a Highland View Healthcare and Rehabilitation Center Guardian Elder Care at Clarion, LLC 24-10422 d/b/a Clarion Healthcare and Rehabilitation Center Guardian Elder Care at Erie I, LLC 24-10423 d/b/a Western Reserve Healthcare and Rehabilitation Center Guardian Elder Care at Erie II, LLC 24-10424 d/b/a Walnut Creek Healthcare and Rehabilitation Center Guardian Elder Care at Fairmont, LLC 24-70302 d/b/a Fairmont Healthcare and Rehabilitation Center Guardian Elder Care at Greensburg, LLC 24-21821 d/b/a Oak Hill Healthcare and Rehabilitation Center Guardian Elder Care at Hastings, LLC 24-70303 d/b/a Haida Healthcare and Rehabilitation Center Guardian Elder Care at Lewistown, LLC 24-70304 d/b/a William Penn Reserve Healthcare and Rehabilitation Center Guardian Elder Care at Lower Burrell, LLC 24-21822 d/b/a Belair Healthcare and Rehabilitation Center Guardian Elder Care at Meyersdale, LLC 24-70305 d/b/a Meyersdale Healthcare and Rehabilitation Center Guardian Elder Care at Monongahela, LLC 24-21823 d/b/a/ Havencrest Healthcare and Rehabilitation Center Guardian Elder Care at Munhall, LLC 24-21824 d/b/a Eldercrest Healthcare and Rehabilitation Center Guardian Elder Care at Oil City, LLC 24-10425 d/b/a Oil City Healthcare and Rehabilitation Center Guardian Elder Care at Shippenville, LLC 24-10426 d/b/a Shippenville Healthcare and Rehabilitation Center Guardian Elder Care at Titusville, LLC 24-10427 d/b/a Titusville Healthcare and Rehabilitation Center Guardian Elder Care at Uniontown, LLC 24-21825 d/b/a Uniontown Healthcare and Rehabilitation Center Guardian Elder Care at Warren, LLC 24-10428 d/b/a Kinzua Healthcare and Rehabilitation Center Guardian Elder Care at Waynesburg, LLC 24-21826 d/b/a Waynesburg Healthcare and Rehabilitation Center Guardian Healthcare FOR Group, LLC 24-10429 Guardian Healthcare FOR HUD Master Tenant, LLC 24-10430 Guardian Healthcare FOR LLC 1% Holdco, Inc. 24-10431 Guardian Healthcare FOR LLC 99% Holdco, LLC 24-10432 Guardian Healthcare GOL Group, LLC 24-10433 Guardian Healthcare GOL LLC 1% Holdco, Inc. 24-10434 Guardian Healthcare GOL LLC 99% Holdco, LLC 24-10435 Guardian Healthcare Home & Community Services, LLC 24-10436 Guardian Healthcare Home Office I, LLC 24-10437 Guardian Healthcare Home Office II, LLC 24-10438 Guardian Healthcare Home Office IV, LLC 24-10439 Guardian Healthcare Management Services Holdco, LLC 24-10440 Guardian Healthcare Pharmacy, LLC 24-10441 Guardian Healthcare Rehabilitation Services, LLC 24-10442 Judge: Hon. Jeffery A Deller Debtors' Counsel: Jeffrey C. Hampton, Esq. Sabrina Espinal, Esq. SAUL EWING LLP 1500 Market Street, 38th Floor Philadelphia, PA 19102 Tel: (215) 972-7777 Email: jeffrey.hampton@saul.com sabrina.espinal@saul.com - and - Michael J. Joyce, Esq. SAUL EWING LLP One PPG Place, Suite 3010 Pittsburgh, PA 15222 Tel: (412) 209-2539 Email: michael.joyce@saul.com - and - Mark Minuti, Esq. Monique B. DiSabatno, Esq. Paige N. Topper, Esq. 1201 N. Market Street, Suite 2300 Wilmington, DE 19801 Tel: (302) 421-6800 Email: mark.minuti@saul.com monique.disabatino@saul.com paige.topper@saul.com Debtors' Financial Advisor: EISNER ADVISORY GROUP LLC Debtors' Notice, Claims & Balloting Agent and Administrative Advisor: OMNI AGENT SOLUTIONS Guardian Elder Care at Johnstown's Estimated Assets: $1 million to $10 million Guardian Elder Care at Johnstown's Estimated Liabilities: $10 million to $50 million GEC Fairmont's Estimated Assets: $10 million to $50 million GEC Fairmont's Estimated Liabilities: $10 million to $50 million The petitions were signed by Allen Wilen as chief restructuring officer. Full-text copies of four of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J2JTYAA/Guardian_Elder_Care_at_Johnstown__pawbke-24-70299__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/L7JI6PI/GEC_Beaver_Falls_Real_Estate_LLC__pawbke-24-21812__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/IFISF7A/GEC_Bethel_Park_Real_Estate_LLC__pawbke-24-21813__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/OB5ISOY/GEC_Fairmont_Real_Estate_LLC__pawbke-24-70300__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Pennsylvania Dept. of Nursing Facility $26,975,556 Human Services Assessments c/o Thomas J. Car, Assistant Counsel Health & Welfare Bldg 625 Forster St, 3rd Fl W Harrisburg, PA 17120 Tel: 717-783-2800 Email: tcar@pa.gov 2. Highmark Blue Shield Trade Debt $3,304,833 Attn: Danielle Blackburn 120 5th Ave, Paphm Pittsburgh, PA 15222 Tel: 412-544-7000 Email: Danielle.blackburn@highmark.com 3. Cardinal Health Trade Debt $735,752 Attn: Tammie Young 7000 Cardinal Pl Dublin, OH 43017 Tel: 724-316-7277 Fax: 614-652-4037 Email: Tammie.Young@cardinalhealth.com 4. Medline Industries, Inc. Trade Debt $642,694 Attn: Jennifer Wilson 3 Lakes Dr Northfield, IL 60093 Fax: 800-351-1512 Email: wilson@medline.com 5. Noridian Healthcare Trade Debt $459,117 Solutions, LLC Attn: Jesse Score 4510 13th Ave S Fargo, ND 58103 Tel: 855-609-9960 Email: Jesse.Score@noridian.com 6. Smartlinx Solutions LLC Trade Debt $344,506 Attn: Maren Jones 240 Middlesex Tpke, Ste 348 Iselin, NJ 08830 Tel: 732-258-0174 Fax: 800-737-5786 Email: maren.jones@smartlinsx.com 7. Proassurance Specialty Trade Debt $150,000 Insurance Co. Attn: Kevin Shook 100 Brookwood Pl Birmingham, AL 35259 Tel: 205-802-4785 Email: kevinshook@eains.com 8. Sysco Trade Debt $136,570 Attn: Donnisha Mosley 1 Whitney Dr Harmony, PA 16037 Email: mosley.donnisha@sbs.sysco.com 9. Direct Supply, Inc. Trade Debt $119,224 Attn: Kim Mockler P.O. Box 88201 Milwaukee, WI 53288 Fax: 800-250-1961 Email: kmockler@directs.com 10. Value Drug Co. Trade Debt $99,802 Attn: Francis Straub 195 Theater Dr P.O. Box 1027 Duncansville, PA 16635 Tel: 814-944-9316 Fax: 814-944-9553 Email: rhollen@ValueDrugCO.com 11. Citizens Security Trade Debt $70,674 Attn: Kelly Phillipsviars 12910 Shelbyville Rd, Ste 300 Louisville, KY 40243 Tel: 502-244-2420 Fax: 502-254-4063 Email: kelly.phillipsviars@cslico.com 12. GLC On-The-Go Inc. Trade Debt $53,887 Attn: Matthew Shub 55 Weston Rd, Ste 300 Weston, FL 33326 Tel: 877-782-3345 Fax: 877-785-5451 Email: receivables@glcgroup.com; mshub@glcgroup.com 13. Shiftmed, LLC Trade Debt $47,516 Attn: Kelly Tseng 7925 Jones Branch Dr, Ste 1100 Mclean, VA 22102 Email: Billingsupport@shiftmed.com 14. Genie Healthcare Inc. Trade Debt $47,380 Attn: Umme Haney Shaik 50 Millstone Rd, Bldg 100, Ste 100 E Windsor, NJ 08520 Tel: 855-888-7333 Fax: 732-451-9121 Email: billing@geniehealthcare.com 15. Columbia Ancillary Services, Inc. Trade Debt $47,173 Attn: Tom Peacock 1388 State Rte 487 Bloomsburg, PA 17815-8953 Tel: 800-475-4425 Fax: 570-784-1573 Email: tpeacock@cas.jdkmgt.com 16. Focused Staffing Group LLC Trade Debt $41,406 Attn: Kath Millarosa P.O. Box 5721 Kingwood, TX 77325 Tel: 484-243-0283 Email: Katherine@focused-staffing.com 17. Dedicated Nursing Associates, Inc. Trade Debt $35,108 Attn: Brittany Lamonna 6536 William Penn Hwy Rt 22, Ste 201 Delmont, PA 15626-2409 Tel: 855-349-6013 Email: AR@dedicatednurses.com 18. Waystar Inc. Trade Debt $32,198 Attn: Matt Hawkins 1311 Solutions Ctr. Chicago, IL 60677 Tel: 312-858-1219 Email: billinginquiry@waystar.com 19. Fusion Medical Staffing LLC Trade Debt $25,829 Attn: Hillary Saner 18881 W Dodge Rd, Ste 300E Elkhorn, NE 68022 Tel: 877-230-3885 Fax: 402-769-2387 Email: Hillary.Saner@fusionmedstaff.com 20. AA Southeast LLC Trade Debt $23,685 dba Allshifts Attn: Kim Gonzalez P.O. Box 825160 Philadelphia, PA 19182-5160 Tel: 862-339-4075 Email: k.gonzalez@allshifts.com 21. Physician's Mobile X-Ray, Inc. Trade Debt $23,072 Attn: Rae Ewer 6310 Allentown Blvd, Ste 102 Harrisburg, PA 17112 Email: REWER@PMX-RAY.COM 22. Emergycare, Inc. Trade Debt $21,979 Attn: Paul Bhnken 1926 Peach St Erie, PA 16502-2872 Email: pbehnken@emergycare.org 23. National Healthcare Trade Debt $20,748 Attn: Ron Hanslovan 50 Mahoning St, Ste 100 Dubois, PA 15801 Tel: 814-372-2000 Email: nhc@nationalhealthcare.com 24. American Medical Equipment Trade Debt $20,453 Attn: Patty Lust 733 Frederick Rd Catonsville, MD 21228 Email: plust@ame-medical.com 25. Plex Capital, LLC Trade Debt $20,225 Attn: Shanra Chianne Franklin 9225 Indian Creek Pkwy, Ste 1050 Overland Park, KS 66210 Tel: 913-229-4224 Email: accounting@plexcapital.com 26. Marvel Medical Staffing Trade Debt $19,963 Attn: Jason Shea 9394 W Dodge Rd, Ste 300 Omaha, NE 68114 Tel: 323-977-4625 Email: jasonshea@marvelmedstaff.com 27. Sunset Staffing, LLC Trade Debt $18,615 Attn: Hunter Harris 157 Sheffield Dr Sunbury, PA 17801 Fax: 866-271-1462 Email: payroll@sunsetstaffingpros.com 28. Fame Emergency Medical Services Trade Debt $17,458 Attn: Julie Whitsel 701 Valley St Lewistown, PA 17044 Email: jwhitsel@fameems.org 29. Hancock County Workshop Trade Debt $15,716 Attn: Melissa Perkins 1100 Pennsylvania Ave Weirton, WV 26062 Fax: 304-748-3910 Email: mperkins718@comcast.net 30. Prime Time Healthcare LLC Trade Debt $14,047 Attn: Brendan Garvey P.O. Box 3544 Omaha, NE 68103-0544 Tel: 402-933-6700 Fax: 402-933-6710 Email: Bgarvey@primetimehealthcare.com H&H ENTERPRISES: Hires Professional Management as Accountant ------------------------------------------------------------ H&H Enterprises of PC BCH, LLC d/b/a Sandbar seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Professional Management Systems, Inc. as accountant. The firm will provide tax advice and accounting or bookkeeping services to the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Georgia Evans, a partner at Professional Management Systems, 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: Georgia Evans Professional Management Systems, Inc. 4590 Coach Lane Chipley, FL 32428 About H&H Enterprises of PC BCH, LLC d/b/a Sandbar H&H Enterprises of PC BCH LLC DBA Sandbar filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. N.D. Fla. Case No. 24-50032) on March 6, 2024, listing $165,486 in assets and $1,086,708 in liabilities. The petition was signed by Craig K Harris as MGRM. Judge Karen K. Specie oversees the case. Michael Austen Wynn, Esq. at Wynn & Associates PLLC represents the Debtor as counsel. HAMMER FIBER: Accountant Finds Omissions in Prior Audit Opinions ---------------------------------------------------------------- Hammer Fiber Optics Holdings Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 23, 2024, it received notification from Fruci & Associates II, PLLC, the Company's independent accountant, that the original audit opinions issued by Fruci with the July 31, 2023 and July 31, 2022 Form 10-K filings by the Company were not supported with sufficient audit procedures and therefore should no longer be relied upon. Fruci communicated this information with the executive officers and the board of directors of the Company and advised that the omitted audit procedures are in process and a 10-K/A for the respective years noted above will be filed upon completion of those procedures with a new audit opinion. About Hammer Fiber Optics Headquartered in Sarasota, FL, Hammer Fiber Optics Holdings Corp (OTCPK:HMMR) is a company focused on sustainable shareholder value investing in both financial services technology and wireless telecommunications infrastructure. Hammer's financial technologies business is focused on providing digital stored value technology via its HammerPay mobile payments platform to enable digital commerce between consumers and branded merchants across the developing world, ensuring swift, safe and secure encrypted remittances and banking transactions. "The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The Company's continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts," said Hammer Fiber Optics in its Quarterly Report for the period ended Jan. 31, 2024. HEALTHCARE AT COLLEGE: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Healthcare at College Park LLC filed Chapter 11 protection in the Middle District of Georgia. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 15, 2024 at 10:00 a.m. at U.S. Trustee Teleconference 2. About Healthcare at College Park Healthcare at College Park LLC is a Health Care Business (as defined in 11 U.S.C. § 101(27A)). Healthcare at College Park LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-51011) on July 9, 2024. In the petition filed by Michael E. Winget, Sr., as managing member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Wesley J. Boyer, Esq. BOYER TERRY LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9230 E-mail: Wes@BoyerTerry.com HELIUS MEDICAL: Amends 2021 Plan, Adds Shares Under 2022 Plan ------------------------------------------------------------- Helius Medical Technologies, Inc. disclosed in a Form S-8 Report filed with the U.S. Securities and Exchange Commission that the Company approved an amendment to the Helius Medical Technologies, Inc. 2021 Inducement Plan, pursuant to which the Company increased the shares of its common stock, par value $0.001 per share reserved to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual's entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules to 150,000 shares. The 2021 Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, cash awards, and other stock awards. The amendment to the 2021 Inducement Plan was adopted by our board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Registration Statement on Form S-8 is also being filed by the Company, for the purpose of registering an additional 1,826,909 shares of Common Stock issuable pursuant to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan, as amended by the First Amendment to the 2022 Equity Incentive Plan. The Amendment was approved by the Company's stockholders at the Registrant's Annual Meeting of Stockholders on June 27, 2024. Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Company on Form S-8 relating to the 2021 Inducement Plan and the 2022 Equity Incentive Plan, respectively, are effective, and the Company's Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission on July 7, 2021 (File No. 333-257749), May 31, 2022 (File No. 333-265324) and January 19, 2023 (File No. 333-269305) registering shares of Common Stock issuable under the 2021 Inducement Plan and the 2022 Equity Incentive Plan, respectively, are incorporated by reference and made part of this Registration Statement, except as amended hereby. A full-text copy of the Form S-8 Report is available at: https://tinyurl.com/3dp3hb8d About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/ -- is a neurotechnology company focused on neurological wellness. Its purpose is to develop, license or acquire non-implantable technologies targeted at reducing symptoms of neurological disease or trauma. Helius Medical Technologies reported a net loss of $8.85 million for the year ended Dec. 31, 2023, compared to a net loss of $14.07 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $5.76 million in total assets, $3.77 million in total liabilities, and $1.98 million in total stockholders' equity. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital. These factors raise substantial doubt about its ability to continue as a going concern. HYRECAR INC: Gets Initial Okay for $1.9 Mil. Investor Settlement ---------------------------------------------------------------- Martina Barash of Bloomberg Law reports that HyreCar Inc., a now-bankrupt car rental platform for gig workers, may proceed with an agreement to settle investors' securities fraud claims for $1.9 million, a federal court ruled. The amount of the settlement is reasonable in light of the risks of litigation and recovery, Judge Fred W. Slaughter said in an order docketed Monday in the US District Court for the Central District of California. Even though the investors estimated maximum damages of $96 million, they said in their request for approval that HyreCar's resources were "rapidly depleting" because of legal defense costs, according to Slaughter. About Hyrecar Inc. HyreCar Inc. is a nationwide leader operating a carsharing marketplace for ridesharing and food and package delivery nationwide via its proprietary technology platform. HyreCar filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10259) on Feb. 25, 2023, with $10 million to $50 million in both assets and liabilities. Mark Allen, manager, signed the petition. The Debtor tapped Greenberg Glusker Fields Claman & Machtinger LLP and Cole Schotz, PC as legal counsel; and Zukin Partners, LLC as investment banker. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Blank Rome, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. IMERYS TALC: Seeks Approval of Settlement With Cyprus, J&J ---------------------------------------------------------- Imerys Talc America Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve the settlement agreement with Cyprus Mines Corporation, and Johnson and Johnson, which affect the rights of an individual holder of a talc personal injury claim, or such individual holder's claim against any J&J Corporate Party. Any responses or objections to the Debtors' request must be in writing and filed with the clerk of the Bankruptcy Court, 824 North Market Street, 3rd Floor, at 4:00 p.m. (Prevailing Eastern Time). If any objections to the request are received, the request and such objections will be considered at a hearing before the Hon. Laurie Selber Silverstein, Chief United States Bankruptcy Judge for the District of Delaware, the Bankruptcy Court 824 North Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware 19801 on Aug. 15, 2024, at 11:00 a.m. (Prevailing Eastern Time). According to Court Documents, the Imerys Cases and the Cyprus Case were filed to manage liabilities arising from claims alleging personal injuries caused by exposure to talc mined, processed, milled, and/or distributed by one or more of the Debtors or their former subsidiaries. Through confirmation of chapter 11 plans in each of the Imerys Cases and the Cyprus Case, the Debtors intend to establish a single personal injury trust ("Trust") in accordance with sections 105(a) and 524(g) of the Bankruptcy Code that will assume liability for, and use its assets to resolve, the Debtors’ current and future talc-related personal injury liabilities. Three fundamental disputes exist among the Parties: a) First, the Debtors and their affiliates assert rights against certain J&J Corporate Parties for, among other things, contractual indemnification arising under the J&J Agreements. The J&J Corporate Parties dispute the existence and scope of any obligation to indemnify the Debtors under the J&J Agreements and assert rights against the Debtors for, among other things, contractual indemnification arising under certain of the J&J Agreements. b) Second, the J&J Corporate Parties dispute the Debtors' entitlement to proceeds of certain insurance policies with alleged remaining solvent limits of approximately $1.5 billion issued to one or more of the J&J Corporate Parties by third-party insurers that potentially cover talc-related liabilities. c) Third, J&J contends that certain provisions of the Plans and related documents, including the Ivory America/Cyprus Personal Injury Trust Distribution Procedures, could be used to impose liability on J&J through its purported indemnity obligations. The proposed settlement is the result of months of hard fought arms' length and good faith negotiations between the Parties and resolves all of these issues, including i) the existence and scope of the Parties’ respective rights and obligations under the J&J Agreements and applicable law, and claims the Parties may have against each other relating to the J&J Agreements or otherwise related to the supply of talc by the Debtors to any J&J Corporate Party; ii) the Debtors' rights to the proceeds of the J&J Policies, and iii) the reservations and objections of the J&J Corporate Parties with respect to the Plans. If approved, the Settlement is guaranteed to yield settlement proceeds of at least $505 million that will be transferred to the Debtors and/or the Trust for the benefit of current and future talc claimants no later than Dec. 31, 2025, subject to the terms of the Settlement Agreement and the Plans. The Settlement will enable the Debtors, their estates, and the Trust to avoid costly litigation with uncertain results and clears a path towards a less contentious resolution of the Imerys Cases and the Cyprus Case by offering the Debtors and their estates finality with respect to issues that have been hotly contested and heavily litigated at a great cost to the Debtors' estates over a period of years, while also substantially increasing recoveries for talc claimants. Importantly, the Settlement does not prohibit talc claimants from pursuing any of their direct claims against J&J. The Imerys Debtors, the Cyprus Debtor, and the Claimant Fiduciaries are aware of a potential third bankruptcy filing to address J&J's talc liabilities. Accordingly, the Settlement includes a provision that makes each of Johnson & Johnson, and any successor thereto, and LLT, and any successor thereto, jointly and severally liable for the J&J Payment Obligations and makes clear that the commencement of a proceeding under the Bankruptcy Code by a J&J Corporate Party will not operate as a stay of or affect the obligation of any of the others to make the J&J Payment Obligations. For the reasons, approval of the Settlement Agreement is in the best interests of the Debtors, their estates, and their creditors. Importantly, the tort claimants' committee appointed in the Imerys Cases, the tort claimants' committee appointed in the Cyprus Case, the future claimants' representative appointed in the Imerys Cases, and the future claimants’ representative appointed in the Cyprus Case each support the proposed Settlement Agreement and the relief requested in this Motion. Accordingly, every single party with a fiduciary responsibility to the Debtors’ estates and their known and unknown creditors supports the Settlement Agreement. Copies to the request and the settlement agreement are available at Kroll Restructuring Administration LLC's website at https://cases.ra.kroll.com/iandctalc by clicking the link for "J&J Settlement" below the "Quick Links" header at the left margin of the landing page. Additionally, copies of the settlement agreement are also available upon request by contacting Kroll at: iandctalcinfo@ra.kroll.com or (844) 514-9092 (US/Canada, Toll-Free) or (646) 777-2352 (International, Toll). About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. Its talc operations include talc mines, plants and distribution facilities located in Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, Calif., and Roswell, Ga. Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America, LLC as financial advisor, and CohnReznick LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole, LLP. About Cyprus Mines Corporation Cyprus Mines Corporation is a Delaware corporation and a wholly owned subsidiary of Cyprus Amax Minerals Co., which is an indirect subsidiary of Freeport-McMoRan Inc. It currently has relatively limited business operations, which include the ownership of various parcels of real property, certain royalty interests that generate de minimis revenue (e.g., less than $1,500 in each of the past two calendar years), and the ownership of an operating subsidiary that conducts marketing activities. Cyprus Mines is a predecessor in the interest of Imerys Talc America, Inc. In June 1992, Cyprus Mines sold its talc-related assets to RTZ America Inc. (later known as Rio Tinto America, Inc.) through a two-step process. First, Cyprus Mines transferred its talc-related assets and liabilities (subject to minor exceptions) to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus Mines, according to an Agreement of Transfer and Assumption, dated June 5, 1992. Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to RTZ according to a Stock Purchase Agreement, also dated June 5, 1992 (as amended, the "1992 SPA"). The purchase price was approximately $79.5 million. Cyprus Talc Corporation was later renamed Imerys Talc America, Inc. Under the 1992 ATA, the entity now named Imerys expressly and broadly assumed the talc liabilities of Cyprus Mines and its former subsidiaries that were in the talc business. Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10 million and $50 million in assets, and between $1 million and $10 million in liabilities. The Honorable Laurie Selber Silverstein is the case judge. The Debtor tapped Reed Smith LLP as bankruptcy counsel, Kasowitz Benson Torres LLP as special conflicts counsel, and Prime Clerk LLC as claims agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of tort claimants on March 4, 2021. The tort committee is represented by Caplin & Drysdale, Chartered, and Campbell & Levine, LLC. Province, LLC, and Axlor Consulting, LLC serve as the tort committee's financial advisor and consultant, respectively. Roger Frankel serves as the legal representative for future personal injury claimants. The FCR tapped Togut, Segal & Segal, LLP, Burr & Forman, LLP and Frankel Wyron, LLP as bankruptcy counsels; Anderson Kill, PC as special insurance counsel; Archer & Greiner, P.C. as New Jersey counsel; and Province, LLC as financial advisor. The FCR also tapped the services of economic expert, Berkeley Research Group, LLC. On May 11, 2021, the court appointed M. Jacob Renick as the fee examiner in this Chapter 11 case. The examiner tapped Godfrey & Kahn, SC as legal counsel. About Johnson & Johnson Johnson & Johnson -- https://www.jnj.com/ -- is an American multinational, pharmaceutical, and medical technologies corporation headquartered in New Brunswick, New Jersey, and publicly traded on the New York Stock Exchange. INTEGRITY CARBON: Hires Embry Merritt Womack as Bankruptcy Counsel ------------------------------------------------------------------ Integrity Carbon Solutions LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire Embry Merritt Womack, PLLC as lead bankruptcy counsel. The firm will provide these services: (a) advise the Debtors of their powers and duties as debtors-in-possession in the continued operation of their business and properties; (b) advise the Debtors in connection with the sale of assets; (c) provide assistance, advice and representation concerning a potential plan of reorganization, a disclosure statement relating thereto, and the solicitation of consents to and confirmation of such plan; (d) provide assistance, advice and representation concerning any further investigation of the assets, liabilities and financial condition of the Debtors that may be required; (e) represent the Debtors at hearings or matters pertaining to their affairs as debtors-in-possession; (f) prosecute and defend litigation matters and such other matters that might arise during and are related to these Chapter 11 Cases; (g) provide counseling and representation with respect to the assumption or rejection of executory contracts and leases and other bankruptcy-related matters arising from these Chapter 11 Cases; (h) render advice with respect to the myriad of general corporate and litigation issues as they relate to the Chapter 11 Cases, including, but not limited to, real estate, ERISA, securities, corporate finance, tax and commercial matters, health services matters; and (i) perform such other legal services as may be necessary and appropriate for the efficient and economical administration of these Chapter 11 Cases. The rates of Embry's attorneys and paralegals range from $150 to $650. The firm received a retainer in the amount of $15,000. T. Kent Barber, of-counsel of Embry, assured the court that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and holds no interest adverse to the Debtor and its estate as to the matters with respect to which it is to be employed. The firm can be reached through: T. Kent Barber, Esq. EMBRY MERRITT WOMACK NANCE, PLLC 201 East Main Street, Suite 1402 Lexington, KY 40507 Tel: (859) 543-0453 Email: kent.barber@emwnlaw.com About Integrity Carbon Solutions LLC Integrity Carbon Solutions LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 24-70259) on June 26, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Paul Lopez, managing member. Judge Gregory R Schaaf presides over the case. T. Kent Barber, Esq. at Embry Merritt Womack Nance PLLC represents the Debtor as counsel. INTEGRITY CARBON: Seeks to Hire Raines Feldman as Special Counsel ----------------------------------------------------------------- Integrity Carbon Solutions LLC seek approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire Raines Feldman Littrell, LLP as conflicts and special counsel. The firm's services include: a. finalize and close the Real Estate Purchase Agreement dated July 14, 2023, and matters/issues ancillary thereto; b. handle the potential sale of all or substantially all of the Debtors' assets, including the Debtors' rights to and interests in its mining and operational assets, as the Debtors are considering such a transaction as a strategic option in these Chapter 11 Cases, and matters/issues ancillary thereto; c. handle a potential refinancing for purposes of funding a Chapter 11 plan of reorganization, which the Debtors are also considering as a strategic option in these Chapter 11 Cases, and matters/issues ancillary thereto; d. while not anticipated, handle matters that the Debtors may encounter in which Lead Counsel has an actual or potential conflict; e. provide such other tasks and matters as they arise and as specifically requested or assigned by the Debtors which, in their business judgment, would best serve the needs of the Chapter 11 Cases; and f. assist, as needed and as requested, in any hearing in the Chapter 11 Cases related to the foregoing. The firm's current standard hourly rates are: Michael J. Roeschenthaler, Partner $715 Mark S. Melickian $780 Kenneth J. Lund, Partner $825 Daniel R. Schimizzi, Partner $570 George J. Mongell $640 Ronald W. Crouch $770 Mark A. Lindsay $720 Sarah E. Wenrich $515 Prior to the Petition Date, the Debtors made periodic retainer payments in the total sum of $20,000. As disclosed in the court filings, Raines Feldman is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Michael J. Roeschenthaler, Esq. Raines Feldman Littrell, LLP 11 Stanwix Street, Suite 1100 Pittsburgh, PA 15222 Tel: (412) 899-6458 Email: mroeschenthaler@raineslaw.com About Integrity Carbon Solutions LLC Integrity Carbon Solutions LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 24-70259) on June 26, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Paul Lopez, managing member. Judge Gregory R Schaaf presides over the case. T. Kent Barber, Esq. at Embry Merritt Womack Nance PLLC represents the Debtor as counsel. INTELGENX TECHNOLOGIES: Expects to Close Purchase Deal by Sept. 30 ------------------------------------------------------------------ IntelGenx Technologies Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 23, 2024, that the Phase 1 Non-Binding LOI Submission Deadline set for 5:00 p.m. (EDT) on July 15, 2024, in connection with the previously announced sale and investment solicitation process ("SISP"), has lapsed. As Phase 1 of the SISP did not result in alternative superior bids, IntelGenx and atai Life Sciences AG have now initiated the process to complete the purchase and sale transaction. The parties currently expect to obtain final approval from the Quebec Superior Court (Commercial Division) and close the transaction prior to Sept. 30, 2024. About Intelgenx Technologies Headquartered ini Quebec, Canada, Intelgenx Technologies Corp. is a drug delivery company established in 2003 and headquartered in Montreal, Quebec, Canada. Its focus is on the contract development and manufacturing of novel oral thin film products for the pharmaceutical market. More recently, the Company has made the strategic decision to enter the psychedelic market by entering into a strategic partnership with atai Life Sciences. Intelgenx said in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, citing that, "The Company has financed its operations to date primarily through public offerings of its common stock, proceeds from issuance of convertible notes and debentures, bank loans, royalty, up-front and milestone payments, license fees, proceeds from exercise of warrants and options, and research and development revenues. The Company has devoted substantially all of its resources to its drug development efforts, conducting clinical trials to further advance the product pipeline, the expansion of its facilities, protecting its intellectual property and general and administrative functions relating to these operations. The future success of the Company is dependent on its ability to develop its product pipeline and ultimately upon its ability to attain profitable operations. As of March 31, 2024, the Company had approximately $772,000 in cash. The Company does not have sufficient existing cash to support operations for the next year following the issuance of these financial statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Therefore, management plans to explore any available strategic alternatives." INTERCEMENT BRASIL: Files for Chapter 15 Recognition ----------------------------------------------------- Clara Geoghegan of Law360 Bankruptcy Authority reports that InterCement, the third-largest cement and concrete supplier in Brazil, is seeking Chapter 15 recognition from a New York bankruptcy court, saying it filed for mediation procedures in Brazil to stave off creditor litigation while it works to sell assets and address over a billion dollars in debt. About Intercement Brasil Intercement Brasil is a producer of cement and concrete based in Brazil. Overall, the Company has 34 production units, with an active capacity of more than 33 million tons of cement per year, employing more than 6,000 professionals. Intercement Brasil and affiliates sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-11226) on July 15, 2024. The firm's foreign representative: Antonio Reinaldo Rabelo Filho Rua Barao da Torre, 550, Apt. 201, Ipanema Rio de Janeiro, RJ Brazil The Foreign Representative's counsel: John K. Cunningham, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York NY 10020 Tel: (212) 819-8200 Email: jcunningham@whitecase.com INTERSTATE CONSTRUCTION: Hires Transworld Business as Broker ------------------------------------------------------------ Interstate Construction Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Transworld Business Advisors of La Grange as broker. The firm will market and sell the Debtor's business as a going concern. The firm will be paid a commission of (a) 10 percent if the total sales price is $2,000,000 or less; (b) 8 percent if the total sale price between $2,000,000 and $2,999,999; and (c) 6 percent if the total sales price is $3,000,000 or more. 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: Matt Friscia Transworld Business Advisors of La Grange The Think Tank, 16A Bel Air S Pkwy Bel Air, MD 21015 Tel: (410) 803-3746 About Interstate Construction Corp. 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. IVANTI SOFTWARE: $1.75BB Bank Debt Trades at 16% Discount --------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 84.2 cents-on-the-dollar during the week ended Friday, July 26, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.75 billion Term loan facility is scheduled to mature on December 1, 2027. About $1.71 billion of the loan is withdrawn and outstanding. Ivanti is an IT Software Company headquartered in South Jordan, Utah. It produces software for IT Security, IT Service Management, IT Asset Management, Unified Endpoint Management, Identity Management and supply chain management. JGA DEVELOPMENT: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------ JGA Development LLC filed Chapter 11 protection in the District of New Jersey. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. About JGA Development LLC JGA Development LLC is a real estate investment and development company. JGA Development LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-16864) on July 9, 2024. In the petition signed by Gowtham Reddy, authorized signer, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by: Daniel Reinganum, Esq. LAW OFFICES OF DANIEL REINGANUM 615 White Horse Pike Haddon Heights, NJ 08035 E-mail: daniel@reinganumlaw.com JOVI ENTERPRISES: Case Summary & 10 Unsecured Creditors ------------------------------------------------------- Debtor: Jovi Enterprises, Inc. 504 Brook Avenue, Apt. 2B Bronx, NY 10455 Business Description: Jovi Enterprises is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-11306 Judge: Hon. David S Jones Debtor's Counsel: Julio E. Portilla, Esq. JULIO E. PORTILLA 380 Lexington Ave. 4th Floor New York, NY 10168 Tel: (212) 365-0292 Fax: (212) 365-4417 E-mail: jp@julioportillalaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Clara Correa as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C7RP4FY/Jovi_Enterprises_Inc__nysbke-24-11306__0001.0.pdf?mcid=tGE4TAMA JT ISLAND WAY: Seeks Chapter 11 Bankruptcy Protection ----------------------------------------------------- JT Island Way LLC filed Chapter 11 protection in the Southern District of Florida. According to court filing, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 7, 2024 at 9:00 a.m. in Room Telephonically. About JT Island Way LLC JT Island Way LLC is a limited liability company. JT Island Way LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16880) on July 10, 2024. In the petition filed by James F. Lunny, as managing member, the Debtor reports between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge Mindy A. Mora oversees the case. The Debtor is represented by: Jordan L. Rappaport, Esq. RAPPAPORT OSBORNE & RAPPAPORT, PLLC 1300 N Federal Hwy Suite 203 Boca Raton, FL 33432 Tel: 561-368-2200 JT ISLAND: Seeks to Hire Rappaport Osborne as Bankruptcy Counsel ---------------------------------------------------------------- JT Island Way, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Rappaport Osborne & Rappaport, PLLC, as its attorney. The firm will render these services: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Rappaport Osborne will be paid at these hourly rates: Jordan L. Rappaport $550 Les Osborne $550 Paralegals $100 to $350 In addition, Rappaport Osborne will be reimbursed for reasonable out-of-pocket expenses incurred. Rappaport Osborne will be paid a retainer in the amount of $20,000, plus filing fees of $1,738. Jordan L. Rappaport, a partner of Rappaport Osborne, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rappaport Osborne can be reached at: Jordan L. Rappaport, Esq. RAPPAPORT OSBORNE & RAPPAPORT, PLLC 1300 North Federal Highway, Suite 203 Boca Raton, FL 33432 Tel: (561) 368-2200 About JT Island Way, LLC JT Island Way, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16880) on July 10, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by James F. Lunny as managing member. Judge Mindy A Mora presides over the case. Jordan L. Rappaport, Esq. at RAPPAPORT OSBORNE & RAPPAPORT, PLLC represents the Debtor as counsel. JUMP FINANCIAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR --------------------------------------------------------------- On July 29, 2024, S&P Global Ratings said it revised the rating outlook on Jump Financial LLC to stable from negative and affirmed the 'BB-' issuer credit and senior secured debt ratings. S&P said, "We revised the outlook to stable because we believe the implementation of Jump's enhanced VaR framework reduces uncertainty about the trajectory of its RAC ratio. The company has completed the integration of the remaining asset classes into its enhanced VaR, with VaR now encompassing 99% of trading book positions. And with Jump's expansion into slightly longer-duration strategies--which includes holding more positions overnight--the company's risk is now better reflected in its end-of-day reported VaR. Despite these inclusions, we have not seen a material increase in the reported VaR or its volatility." KOGA LLC: Seeks to Hire Phillip K. Wallace PLC as Legal Counsel --------------------------------------------------------------- Koga, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Phillip K. Wallace, PLC to handle its Chapter 11 case. The firm will be paid at these rates: Attorneys $300 per hour Paralegals $80 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Phillip K. Wallace, 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: Phillip K. Wallace, Esq. Phillip K. Wallace, PLC 1795 W. Causeway Approach, Suite 103 Mandeville, LA 70471 Tel: (985) 624-2824 Fax: (985) 624-2823 Email: Philkwall@aol.com About Koga, LLC Koga, LLC a private practice in Covington, Louisiana specializing in neurosurgery. Koga, LLC in Covington, LA, filed its voluntary petition for Chapter 11 protection (Bankr. E.D. La. Case No. 24-11318) on July 12, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Sebastian F. Koga, Registered Agent/Managing Member, signed the petition. Judge Meredith S Grabill oversees the case. PHILLIP K. WALLACE, PLC serve as the Debtor's legal counsel. KUMAS HOLDINGS: Taps Burke Warren MacKay & Serritella as Counsel ---------------------------------------------------------------- Kumas Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Burke, Warren, MacKay & Serritella, P.C. as its attorney. The firm will render these services: a) prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; b) provide the Debtor with legal advice with respect to its rights and duties involving its property as well as its reorganization efforts; c) appear in court and to litigate whenever necessary; and d) perform any and all other legal services that may be required from time to time in the ordinary course of the Debtors’ business during the administration of this bankruptcy case. The firm will bill these hourly rates: Directors $390 to $610 Associates $380 to $380 Paralegals $70 to $260 David Welch, Esq., and Brian Welch, Esq., the firm's attorney who will be representing the Debtor, charge $550 per hour and $405 per hour, respectively. The retainer fee is $32,000. David Welch, Esq., a partner at Burke Warren MacKay & Serritella, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David K. Welch, Esq. Brian P. Welch, Esq. BURKE WARREN MACKAY & SERRITELLA, P.C. 330 N. Wabash Ave., Suite 2100 Chicago, IL 60611 Tel: (312) 840-7000 Fax: (312) 840-7900 Email: dwelch@burkelaw.com About Kumas Holdings, LLC Kumas Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08599) on June 11, 2024. In the petition signed by Ronald R. Cain, managing member, the Debtor disclosed up to $100,000 in assets and $10 million in liabilities. Judge Deborah L. Thorne oversees the case. David K. Welch, Esq., at BURKE, WARREN, MACKAY & SERRITELLA, P.C., represents the Debtor as legal counsel. LA FAMILIA: Hires Miranda & Maldonado PC as Counsel --------------------------------------------------- La Familia Del Paso, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Miranda & Maldonado, PC as counsel. The firm's services include: (a) provide legal advice to the Debtor with respect to its powers and duties in the continued operation and management of its business; (b) attend the Initial Debtor Conference and Sec. 341 Meeting of Creditors; (c) prepare necessary legal papers; (d) review prepetition executory contracts, and unexpired leases entered by the Debtor and to determine which should be assumed or rejected; (e) assist the Debtor in the preparation of a disclosure statement, the negotiation of a plan of reorganization with the creditors in its case, and any amendments thereto, and seek confirmation of the plan of reorganization; and (f) perform all other legal services for the Debtor which may become necessary to effectuate a reorganization of the bankruptcy estate. The firm will be paid at these rates: Carlos A. Miranda, Esq. $375 per hour Carlos G. Maldonado, Esq. $350 per hour Legal Assistant $150 per hour In addition, the firm will be reimbursed for reasonable out-of-pocket expenses incurred. The firm received retainer in the amount of $10,000. Carlos Miranda, Esq., an attorney at Miranda & Maldonado, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carlos A. Miranda, Esq. Carlos G. Maldonado, Esq. Miranda & Maldonado, PC 5915 Silver Springs, Bldg. 7 El Paso, TX 79912 Telephone: (915) 587-5000 Facsimile: (915) 587-5001 Email: cmiranda@eptxlawyers.com cmaldonado@eptxlawyers.com About La Familia Del Paso, Inc. The Debtor is a mental health services provider in El Paso, Texas. La Familia Del Paso, Inc. in El Paso TX, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 24-30847) on July 16, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Lucia R. Dawson as executive director, signed the petition. MIRANDA & MALDONADO, PC serve as the Debtor's legal counsel. LAVERTU CAPITAL: Unsecureds to Split $32K over 3 Years ------------------------------------------------------ Lavertu Capital Holdings LLC d/b/a A1 Stoneworld, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization under Subchapter V dated July 12, 2024. The Debtor is Northeast Florida's premier countertop fabricator, offering a vast selection of natural and engineered stones for customers' construction projects. The Debtor has one of the largest and most diverse selections of granite, marble, quartz, and more in the Jacksonville area. The Debtor's principal place of business is located at 827 Leonard C Taylor Parkway, Green Cove Springs, Florida, 32043, which is leased from Maria Grazia, LLC (which is not an insider). The Debtor's projected Disposable Income over the life of the Plan is $431,860.00. This Plan provides for: 1 class of secured claims; 1 class of unsecured claims; and 1 class of equity security holders. Class 2 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $31,872.00. Payments will be made in equal quarterly payments of $2,656.00. Payments shall commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 2 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of its projected Disposable Income, $31,860.00. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is one year after the Effective Date and shall continue annually for two additional years. The initial annual payment shall be $14,084.00. Holders of Class 2 claims shall be paid directly by the Debtor. Class 3 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired. Holders of a Class 3 interests shall retain their full equity interest in the same amounts, percentages, manner and structure as existed on the Petition Date. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated July 12, 2024 is available at https://urlcurt.com/u?l=Tw55ZL from PacerMonitor.com at no charge. Attorneys for the Debtor: Jeffrey S. Ainsworth, Esq. Cole B. Branson, Esq. BransonLaw, PLLC 1501 E. Concord Street Orlando, Florida 32803 Telephone (407) 894-6834 Fax (407) 894-8559 E-mail: jeff@bransonlaw.com E-mail: cole@bransonlaw.com About Lavertu Capital Holdings Founded in 2006, Lavertu Capital Holdings LLC, doing business as A1 Stoneworld, started as a countertop fabricator in Green Cove Springs, FL. The Company offers a wide range of products including granite, marble, quartz, quartzite, and soapstone from some of the most respected brands. The products the Company offers come from quarries around the world in locations such as Brazil, Spain, Italy, and India. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01043) on April 13, 2024, with $288,699 in assets and $4,272,277 in liabilities. Kenneth Lavertu, Jr., owner and chief executive officer, signed the petition. Judge Jason A. Burgess presides over the case. Jeffrey S. Ainsworth, Esq. at Bransonlaw, PLLC represents the Debtor as bankruptcy counsel. LAVIE CARE: Committee Hires FTI Consulting as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Lavie Care Centers, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ FTI Consulting, Inc. as financial advisor. The firm's services include: -- Assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; -- Assistance in the preparation of analyses required to assess any proposed Debtor-In-Possession ("DIP") financing or use of cash collateral; -- Assistance with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; -- Assistance with the review of the Debtors' proposed employee compensation and benefits programs; -- Assistance with the review of the Debtors' potential disposition or liquidation of both core and non-core assets; -- Assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; -- Assistance with the review of the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; -- Assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; -- Assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; -- Assistance in the review of the claims reconciliation and estimation process; -- Assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; -- Attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; -- Assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; -- Assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; -- Assistance in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and -- Provision of such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Senior Managing Director $1,095 to $1,495 per hour Directors/Senior Directors/ Managing Directors $825 to $1,110 per hour Consultants/Senior Consultants $450 to $790 per hour Administrative/Paraprofessionals $185 to $370 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Clifford Zucker, a senior managing director at FTI Consulting, 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: Clifford A. Zucker FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Tel: (212) 247-1010 Email: cliff.zucker@fticonsulting.com About Lavie Care Centers, LLC LaVie Care Centers, LLC is the parent company of skilled nursing facility operators and providers, with facilities primarily located in Mississippi, North Carolina, Pennsylvania and Virginia. The company operates 43 licensed facilities, with 4,300 beds, providing short-term rehabilitation, comprehensive post-acute care, and long-term care to its residents. On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 24-55507), before Judge Paul Baisier in Atlanta. The Debtors tapped McDermott Will & Emery, LLP as legal counsel; Stout Capital, LLC as investment banker; and Ankura Consulting as financial advisor. M. Benjamin Jones, senior managing director at Ankura, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims agent, and maintains the page http://www.kccllc.com/LaVie The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. LIGHTNING POWER: S&P Assigns 'BB-' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'BB-' corporate credit rating to Lightning Power LLC (Lightning). Lightning is a newly formed independent power producer (IPP) that owns about 10.8 gigawatts (GW) of gas-fired generation. S&P said, "We also assigned our 'BB' issue-level rating to Lightning's $1.5 billion term loan B due 2031 and $1.5 billion of senior secured notes due 2032. The issuances rank pari passu in seniority. It will use the proceeds primarily for retiring existing indebtedness and repricing existing power hedges. In addition, Lightning will also utilize the proceeds from the debt issuances to pay transaction-related fees and expenses, as well as a modest distribution to its sponsor, LS Power. "The stable outlook incorporates our expectation that its S&P Global Ratings-adjusted debt to EBITDA will remain at 3.5x-3.75x through 2026, and the company will generate $400 million-$450 million of annual free operating cash flow (FOCF) during the same time. "Based on the characteristics of the portfolio, we assessed Lightning's business risk profile as fair. While its financial risk profile is stronger based solely on financial measures, it is influenced by our view of the sponsor's financial policy, leading to an assessment of FS-5. Taken together, these assessments result in a rating of 'BB-'. The recovery rating on $3.0 billion of secured debt is '2', resulting in an issue-level rating of 'BB' on its senior secured notes and its term loan B. Its $600 million revolver facility maturing 2029 is not rated." S&P sees tailwinds for merchant power markets. S&P said, "Asset lives of gas-fired power plants will likely be longer than we previously anticipated. A power demand surge is driving the sentiment, which we view as a credit positive for Lightning's fleet. We view power markets as robust and believe they are likely to remain strong over the next three years." The following factors inform S&P's view: -- S&P said, "We expect demand growth in the PJM Interconnection to be 1.5%-2.0%, with some pockets growing over 5% year-over-year through 2030. In addition, the PJM Interconnection also has growing power exports to neighboring markets in Tennessee Valley Authority and the New York Independent Operator System (NYISO). At the same time, decarbonization is reducing PJM system reliability because dispatchable generation is decreasing. As a result, we expect energy margins to be higher through at least 2027." -- With delays in offshore wind commissioning, the recent spurt in NY-Zone J's capacity prices are reflecting scarcity. S&P said, "We expect capacity prices to remain elevated through 2027. While high-voltage direct current (HVDC) transmission additions from the New York State Energy Research and Development Authority's Tier 4 renewable energy credit procurement will add capacity from the Champlain Hudson Power express (1.25 GW; completed mid-2026) and Clean Path New York (1.3 GW, completed 2027)--and offshore wind will be simultaneously commissioned—-the Ravenswood complex will remain a critical generation asset for the city. We see risks to Ravenswood's fossil generation beyond 2028, but its strategic location on a 27 acre waterfront industrial site makes its grid connection valuable." Lightning's assets are advantageously located. The portfolio has advantaged gas access through firm transportation ahead of local distribution companies and fuel security in the form of dual fuel capability at several sites. The Springdale and Doswell combined cycle gas turbines (CCGTs) had relatively high three-year capacity factors that were underpinned by access to gas from Dominion South, among the cheapest PJM gas supply hubs. Similarly, Ironwood's capacity factor is supported by access to discounted Marcellus gas and among the lowest cost gas firm transportation. The Doswell unit is one of four unregulated CCGTs in Virginia and is located in the Dominion Zone that is experiencing datacenter growth. Power prices were at a premium to the west hub in 2021-2024 year-to-date. Lightning's fast start aeroderivative peakers (LM6000) have registered capacity factors often in the 20% area for the past four years. Gas-fired generation is still subject to state mandates. On Sept. 15, 2021, Illinois passed and signed IL Senate Bill 18-–The Climate And Equitable Jobs Act (CEJA)- into law. This legislation sets Illinois on a path to 100% clean energy by 2050. All natural gas-fired units are required to reduce carbon emissions to zero by 2045, unless granted an exemption by PJM and designated as critical for reliability. Under CEJA, Lightning assets located in Illinois are effectively restricted to 2018-2020 operating levels (or the average of the plant's first three years of operation). S&P sees that impact in the capacity factors of University Park, Aurora and Rockford, although cash flow impact is muted because the asset also engages in financial swaps that often obviate the need to operate. Lightning's scale and diversity are weaker than peers'. About 73% of the company's assets by megawatts are based in the PJM Interconnection, 18% in NYISO and the remaining 9% in ISO New England. The significant presence in PJM exposes Lightning to concentration risk and underscores its less diverse geographical footprint on a relative basis. Lightning's assets are also only gas-fired, offering no fuel diversity. Importantly, Lightning's generating capacity is lower than similar IPPs in the sector like Vistra Corp. (38.7 GW) or Calpine Corp. (27 GW). Lightning is smaller in scale than Vistra not only based on its footprint, but also from a lack of diversity in cash flow from renewables and retail, which S&P views as a hedge against energy disruption. However, the company has access to a pipeline of energy transition projects, most notably about 2.2 GW of battery energy storage projects. Because these are still early stage, S&P has not factored those revenues, or the financings, in our projections. S&P said, "We also note loan documents allow asset sales without the requirement of using proceeds to sweep debt up to a threshold level. The individual asset sale excess sweep threshold is the greater of $135 million and 15% of EBITDA. No sweeps are required if the proceeds are under this threshold and only amounts in excess of threshold are required to be swept. There is also an aggregate sales threshold. If the company were to contemplate such asset sales, it would further weaken the scale and diversity of the portfolio. While we expect LS Power to operate Lightning as a strategic player and grow its portfolio, financial sponsors also have total return objectives and often utilize opportunities to monetize assets." There is single site concentration risk for Lightning's Ravenswood complex. Ravenswood represents about 18% of the portfolio by installed capacity. While it operates in the highest priced capacity market, it contributes up to a third of Lightning's total gross margins, resulting in noteworthy cash flow concentration on one asset site. A potential outage at Ravenswood is a meaningful consideration in our business risk assessment. Still, Ravenswood has three steam turbine units and a CCGT, which provide reasonable on-site redundancy. Moreover, after a standard 90-day deductible, the units have business interruption insurance that covers a substantial proportion of the expected gross margin covered over the course of 12 months (both capacity and energy). Lightning will use part of the proceeds from this transaction to reset its energy hedges for 2025 through 2027 to the current market. S&P said, "Once the hedges are remarked, we estimate it will derive over 75% of its gross margins through 2026 from capacity revenues and hedged energy margins. We view these revenue streams as the highest quality cash flows (while capacity prices are still to be set in auctions, we view our assumptions as conservative). As a result, we expect its S&P Global Ratings-adjusted debt to EBITDA will be in the 3.75x area in 2025, declining to about 3.5x by 2027." Lightning's forward hedging provides visibility to energy margins. Lightning manages its hedging under a 3 to 5 year rolling program. The ratable energy hedging results in 70%-80% hedges in the prompt year, 30%-50% a year out, and about 30% the subsequent year. This locks most of the CCGT energy margins while allowing an opportunity to capture some upside. S&P views this as constructive for credit as it provides visibility into forward cash flows across all its assets. S&P said, "However, we consider high power prices as their own solution. We expect the possibility of power price backwardation to commence by 2028 with the entry of newer, zero-cost renewable assets, eventually leading to lower prices. We note the company will have non-amortizing debt maturing in 2031 (and 2032) that we believe poses refinancing risk should energy margins decline meaningfully by that time. The company generates FOCF, which is a key credit factor in our rating assessment. If the backwardation in margins is steeper than expected, Lightning will have three years to use excess cash to pay down debt in order to size its balance sheet to a lower price environment. We therefore see the need for a ratable hedging as not an option, but rather a requirement at the 'BB' category." Lightning has somewhat lower FOCF conversion compared with peers. Vistra and NRG Energy have significant retail power business that has lower capital intensity. As a result, they have cashflow conversion rates of 60%-65%. In contrast, Lightning has a cash flow conversion rate of about 50%. In S&P's view, financial sponsor LS Power 's financial strategy could be aggressive. LS Power could use debt and debt-like instruments to maximize shareholder returns. An FS-5 assessment means that while Lightning's financial risk profile is potentially stronger than aggressive based solely on its financial measures, LS Power could make capital allocation decisions in favor of distributions instead of leverage reduction. That said, the $1.5 billion term loan includes an excess cash flow sweep mechanism that would sweep 25% excess cash toward debt reduction should net leverage be greater than 3.5x and 50% should it exceed 4.25x. This would support deleveraging in the event of a lower energy price environment. At the same time, loan documents also allow the company to raise up to $765 million of incremental facilities (term loan B and revolver facilities) up to a first-lien debt leverage of 4.0x. While we don't expect the company to exercise this option, the fact that the provision exists is viewed negatively from a lender's perspective. S&P notes that several peers have similar provisions in their loan documents. S&P said, "The stable rating outlook on Lightning reflects our expectation that its performance will remain strong in all three markets of operations through 2027 because our forecasts incorporate significant levels of hedged energy margins. Because of forecasted load growth and tightening supply, the company's financial performance could strengthen through the forecast period. "The outlook also incorporates our expectation that its S&P Global Ratings-adjusted debt to EBITDA will remain 3.50x- 3.75x through 2027 and the company will generate $400 million-$450 million of annual FOCF." Because of cash flow concentration, operating outages at critical assets would result in weaker cash flow that could lead us to downgrade Lighting. Given that the fleet is of relatively older vintage, higher-than-estimated maintenance spending could also impair cash flow. However, factors that would lead to a downgrade are primarily financial. These include a significant compression in gross margins as generation supply catches up with demand, or if contrary to the narrative, demand slows. More specifically, S&P would lower its ratings if the company's S&P Global Ratings-adjusted funds from operations (FFO) to debt falls below 14% or its S&P Global Ratings-adjusted debt to EBITDA increases and stays above 4.5x. This could occur if the sponsor employs a more aggressive financial policy and releverages its balance sheet. S&P said, "Given the potential for a backwardation in its cash flow due to commodity pressures, we would require Lightning to sustain FFO to debt of more than 22.5% and S&P Global Ratings-adjusted debt to EBITDA of about 3.5x before raising our rating. We view LS Power as a financial sponsor, implying that it would prefer to receive distributions instead of deleveraging the balance sheet. As a result, an upgrade would require the company to demonstrate not just the ability but the willingness to maintain leverage levels at 3.5x or lower on a sustained basis." LTC TRANSPORTATION: Case Summary & 11 Unsecured Creditors --------------------------------------------------------- Debtor: LTC Transportation, LLC 120 Meadowbrook Lane Saint Marys, OH 45885 Business Description: The Debtor is part of the general freight trucking industry. Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 24-31391 Judge: Hon. Mary Ann Whipple Debtor's Counsel: Eric Neuman, Esq. DILLER AND RICE, LLC 124 East Main Street Van Wert, OH 45891 Tel: 419-238-5025 Fax: 419-238-4705 E-mail: Steven@drlawllc.com; Kim@drlawllc.com; Eric@drlawllc.com Total Assets: $1,173,337 Total Liabilities: $1,381,244 The petition was signed by Tod Chiles as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BM6X6AI/LTC_Transportation_LLC__ohnbke-24-31391__0001.0.pdf?mcid=tGE4TAMA M2S GROUP: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to paper and film provider M2S Group Holdings Inc. At the same time, S&P assigned its 'B' issue-level and '3' recovery rating to M2S Group Intermediate Holdings Inc.'s new $870 million first-lien term loan. S&P said, "The stable rating outlook reflects our expectation of single-digit percentage organic revenue over the next 12 months from solid demand for thermal label growth in the e-commerce and grocery end markets. The outlook also reflects our view that adjusted debt leverage will decline to the 4.5x-5.0x area over the next 12 months from the completion of recent projects and synergy realization, including procurement savings and reduction of selling, general, and administrative (SG&A) expense as a percent of revenue. "Our rating of M2S reflects its smaller size of operations, limited product suite, concentrated end-market exposure, and the competitive labels industry it operates in, slightly offset by its strong market positions in niche areas. M2S specializes in direct thermal coating solutions and has a strong position in direct thermal labels, application tape, carbonless paper sheets, and architectural window film within North America. The target company is a manufacturer of both lined and linerless variable information solutions serving a variety of growing end markets. "The acquisition of the label manufacturer will extend M2S's capabilities across the value chain, including laminating capabilities and direct sales with end customers in the variable information label market. Quick service restaurants have shown increased demand for linerless labels, offering increased workflow efficiency and order accuracy. Linerless labels, which reduce overall waste compared to liner and other solutions, is also well positioned for a shift by customers toward more sustainable label solutions. We expect M2S will generate between $910 million and $930 million of pro forma revenue in 2024 and will be smaller in size than other rated peers within the labels space. The company has a limited geographic footprint with nearly all its facilities located in the U.S. The label industry is highly competitive and we believe there is limited opportunity for the company to organically grow its size and scale of operations compared to other rated peers." In addition, M2S has a large exposure to the e-commerce end market, which has been highly volatile over the past five years. This is somewhat offset by the company's exposure to both the quick service restaurants and grocery end markets, creating stable demand through different economic cycles. S&P said, "We expect the combination of steady topline growth and improvement in EBITDA margins will result in S&P Global Ratings-adjusted leverage improvement over the next 18 months. We believe the company will have about 5% revenue growth in 2024 and 3%-4% revenue growth in 2025. Following a decline in volumes last year from customer destocking, we expect thermal paper volumes will rebound in 2024 going through 2025 from increased demand of variable information labels and shipping labels. The company's operating margins benefit from its asset-lite business model and flexibility to relocate assets that maximize efficiency. In 2023 the company's reported EBITDA margin was slightly above other rated peers in the forest and paper products industry, as well as rated peers in the packaging space. We believe the vertical integration of M2S and the label manufacturer will increase the company's scale, reduce labor and overhead costs, and provide procurement savings. We expect the company will realize these synergies over the next 12 months, resulting in S&P Global Ratings-adjusted EBITDA margins expanding from 2023. Overall, we believe S&P Global Ratings-adjusted leverage will improve to the 4.5x to 5.0x area in 2025. "The stable outlook reflects our expectations that the company's leverage will improve to the 4.5x-5.0x area in 2025 from the moderate organic revenue growth and synergy realization over the next 12 months." S&P could lower its rating on M2S if leverage increased above 6.5x with limited prospects for improvement. This could occur if: -- The company pursues debt-financed acquisitions or shareholder rewards that increase leverage; or -- Performance declines from a drop in demand or margins significantly deteriorate following the acquisition of the target company. Though unlikely over the next 12 months, S&P could raise its rating on M2S if: -- The company's adjusted debt-to-EBITDA ratio improves toward 4x on a sustained basis; and -- S&P believes the sponsor is committed to maintaining financial policies that will support this improved level of leverage. S&P said, "Governance is a negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns. Environmental factors are a neutral consideration in our credit analysis of M2S Group. However, we note that the company's coating products (variable information labels, shipping labels, medical forms, direct thermal labels, lottery tickets, and other products) are chemical-intensive to produce. The company's products are primarily paper based which offer a higher recycling rate compared to plastic products." MAMMOTH ENERGY: Reaches $188.4 Million Settlement with PREPA ------------------------------------------------------------ Jim Silver of Bloomberg News reports that Mammoth Energy is getting $188.4 million in its settlement with the Puerto Rico Electric Power Authority (PREPA). Mammoth plans to use some of the $188.4 million in settlement proceeds to pay off term credit facility, which had balance of $49.3 million as of June 30, 2024. The rest will be cash on balance sheet to invest in the business and for general corporate purposes. As a result of agreement, Mammoth will take a non-cash, pretax charge of $170.7 million in 2Q 2024 to reduce its accounts receivable balance from PREPA to the amount expected to be received in the settlement. About Mammoth Energy Mammoth Energy Services, Inc. operates as an integrated oilfield service company. The Company operates in four segments: Pressure Pumping Services, Infrastructure Services, Natural Sand Proppant Services, and Contract Land and Directional Drilling Services. It was founded in 2014 and is headquartered in Oklahoma City, Oklahoma. MASHINDUSTRIES INC: Hires Broadway Advisors as Financial Advisor ---------------------------------------------------------------- MASHindustries, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Broadway Advisors, LLC as financial advisor. The firm will provide these services: a) assist the Debtor in preparing and maintaining cash flow projections acceptable to the Court; b) assist the Debtor in preparing reports and other compliance documents acceptable to the Court and the U.S. Trustee, including but not limited to Monthly Operating Reports; c) assist the Debtor and in its management with any financial and/or compliance documents typical in a chapter 11 bankruptcy case; d) assist the Debtor with any accounting services it may need, including any controller or CFO services; e) engage in such other financial and administrative activities as needed throughout the bankruptcy case; and f) work collaboratively with the Debtor's senior management team in evaluating and implementing strategic and tactical options through the restructuring process. The firm will be paid at these rates: Alfred M. Masse (Principal) $545 per hour Leticia T. Lujan (Consultant) $395 per hour The firm will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alfred M. Masse, a partner at Broadway 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 through: Alfred M. Masse Broadway Advisors LLC 511 30th St. Newport Beach, CA 92663 Phone: (949) 673-0855 About MASHindustries, Inc. MASHindustries, Inc. is a turnkey custom millwork and commercial casework manufacturer that offers state-of-the-art fabrication and professional installation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11046) on April 24, 2024. In the petition signed by Bernard Brucha, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $10 million in liabilities. Judge Theodor Albert oversees the case. Susan K. Seflin, Esq., at BG LAW LLP, represents the Debtor as legal counsel. MCGRAW-HILL EDUCATION: S&P Rates New Senior Secured Notes 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to McGraw-Hill Education Inc.'s proposed $1.3 billion term loan B due 2031 and $650 million senior secured notes due 2031. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a default. The company plans to use the net proceeds from the proposed debt facilities and cash from the balance sheet to repay its existing term loan B due 2028 and pay down $100 million of the term balance. In addition, McGraw-Hill plans to extend its $150 million cash flow revolving credit facility and $300 million (upsized by $100 million) asset-based lending (ABL) revolving credit facility by five years to 2029. S&P said, "We expect McGraw Hill's S&P Global Ratings-adjusted debt to EBITDA to improve to 6.0x-6.5x in fiscals 2025 and 2026 ending March 31, reflecting a stronger adoption schedule in the K-12 market in fiscal 2025 and stable enrollment in the higher education segment. In addition, the company can likely maintain leverage below our 7x downgrade threshold as we expect it to prioritize debt reduction over shareholder distributions or large debt-financed acquisitions in the near to medium term." Key analytical factors -- S&P's simulated default considers a payment default in 2027 from increased competition from used and rental textbooks; open educational resources in the higher education segment; and a loss of market share due to product and pricing pressure from new online educational competitors. S&P's scenario also contemplates economic pressure from strained state and local budgets in the K-12 segment, perhaps due to no more ARP Act funds and an economic recession. -- McGraw-Hill is the borrower under the cash flow credit agreement. Substantially all of the domestic subsidiaries guarantee the credit facility, and the facility is secured by substantially all of the assets of McGraw-Hill's borrowers and guarantors in addition to a pledge of 65% of the stock of the company's first-tier foreign subsidiaries. -- McGraw-Hill's capital structure comprises the proposed $1.3 billion term loan, proposed $650 million senior secured notes due 2031, a $150 million cash flow revolving credit facility, a $300 million ABL revolving credit facility, $900 million senior secured notes due 2028 (with about $828 million outstanding as of March 31, 2024) and $725 million senior unsecured notes due 2029 ($639 million outstanding as of March 31, 2024). -- S&P believes McGraw-Hill would reorganize following a payment default given its good market position and client relationships. Simulated default assumptions -- Net enterprise value (after 5% administrative costs): About $2.2 billion -- Priority claims: $185 million -- Value available to secured debt: About $1.94 billion -- Secured first-lien debt claims: About $3.0 billion --Recovery expectations: 50%-70% (rounded estimate: 65%) -- Value available to unsecured debt claim: About $38 million -- Unsecured debt claims: About $665 million --Recovery expectations: 0%-10% (rounded estimate: 0%) MELLO JOY: Hires Darnall Sikes & Frederick as Accountant -------------------------------------------------------- Mello Joy Distributing, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Darnall Sikes & Frederick as accountant. The firm will prepare and file any tax documents, including returns, amended returns, as the need may arise with respect to the Debtor's estate, it is necessary and in the best interest of the estate for the Debtor to employ an accountant to assist the Debtor and to render professional services. The firm will be paid at these rates: Adam Curry $300 per hour Kathryn Noel $155 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Curry, a partner at Darnall Sikes & Frederick, 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: Adam Curry Darnall Sikes & Frederick 1231 East Laurel Avenue Eunice, LA 70535 Telephone: (337) 457-4146 Facsimile: (337) 457-5060 Email: dannyf@dsfcpas.com About Mello Joy Distributing, LLC Mello Joy Distributing, LLC operates as a coffee manufacturing and distributing company. The company's services include full-service packaging, delivery, and marketing. Mello Joy's products include creamer and sugar, bottled water, coffee and tea. Mello Joy Distributing sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 24-50338) on April 25, 2024. In the petition filed by Gregory E. Elmore, as general manager, the Debtor reported assets between $1 million and $10 million and liabilities between $500,000 and $1 million. Judge John W. Kolwe oversees the case. The Debtor is represented by H. Kent Aguillard, Esq. MERCON COFFEE: Loses Insiders Liability Releases via Plan --------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Mercon Coffee Corp. failed to get court approval of liability releases for insiders via its bankruptcy plan after a judge determined the releases didn't abide by the wording of the US Bankruptcy Code. The Netherlands-based coffee supplier told Judge Michael E. Wiles of the US Bankruptcy Court for the Southern District of New York that it provided releases protecting leaders against litigation to incentivize them stay with the company. But Mercon itself conceded that its theory in support of the releases didn't meet the requirements of section 503(c) of the bankruptcy code, which governs transfers to insiders, Wiles wrote. About Mercon Coffee Corp. Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. It is headquartered in the Netherlands and has offices around the globe. Mercon and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by its chief restructuring officer, Harve Light, Mercon reported $100 million to $500 million in both assets and liabilities. Judge Michael E. Wiles oversees the cases. The Debtors tapped Baker & McKenzie, LLP and Chipman Brown Cicero & Cole, LLP as bankruptcy counsels; Dentons Nicaragua, S.A. and Resor N.V. as special counsels; Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial advisor and investment banker; Harve Light of Riveron Management Services, LLC as chief restructuring officer. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. O'Melveny & Myers, LLP and Ankura Consulting Group, LLC serve as the committee's legal counsel and financial advisor, respectively. MIDSTATE BASEMENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Midstate Basement Authorities, Inc. d/b/a Midstate Concrete Leveling 106 Horton Road Newfield, NY 14867 Business Description: The Debtor is a general contracting company that offers foundation repair, waterproofing, concrete leveling & lifting, and water control systems. The Debtor serves residential and commercial clients. Chapter 11 Petition Date: July 29, 2024 Court: United States Bankruptcy Court Northern District of New York Case No.: 24-30650 Debtor's Counsel: Peter A. Orville, Esq. ORVILLE & MCDONALD LAW, P.C. 30 Riverside Drive Binghamton, NY 13905 Tel: 607-770-1007 Fax: 607-770-1110 Total Assets: $811,118 Total Liabilities: $2,337,095 The petition was signed by Eric Leach as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LUWUSNQ/Midstate_Basement_Authorities__nynbke-24-30650__0001.0.pdf?mcid=tGE4TAMA MIDWEST CHRISTIAN: Christian Horizons Hits Chapter 11 Bankruptcy ---------------------------------------------------------------- Martin Z. Braun of Bloomberg News reports that an operator of 10 senior-living communities across four Midwestern states filed bankruptcy Tuesday, July 16, 2024, becoming the latest to falter after the Covid-19 pandemic drove up labor and supply costs. Midwest Christian Villages Inc., a St. Louis-based nonprofit that does business under the name Christian Horizons, listed assets of up to $10 million and liabilities of up to $50 million in its Chapter 11 filing. Its facilities in Missouri, Illinois, Indiana and Iowa have about $75 million in outstanding muni debt and roughly $10.6 million in financing from the US Department of Housing and Urban Development. About Midwest Christian Villages Midwest Christian Villages Inc. is a St. Louis-based nonprofit that does business under the name Christian Horizons. Midwest Christian Villages Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Miss. Case No. 24-42473) on July 16, 2024. In its petition, the Debtor listed assets of up to $10 million and liabilities of up to $50 million. The Debtor is represented by Stephen O'Brien, Esq. of Dentons US LLP. MIDWEST CHRISTIAN: Gets OK Hire B.C. Ziegler as Financial Advisor ----------------------------------------------------------------- Midwest Christian Villages, Inc. and its affiliates received approval from U.S. Bankruptcy Court for the Eastern District of Missouri to hire B.C. Ziegler and Company as their exclusive financial advisor. The firm will render these services: a. analyze and evaluate the business, operations and financial position of the Portfolio; b. with the Debtors' assistance, prepare materials suitable for distribution and presentation to a comprehensive group of qualified potential purchasers; c. populate, maintain, and utilize an online virtual data room for dissemination of information to potential purchasers, and update the data room for information requests from potential purchasers and pertinent new information; d. present the Debtors with specific acquisition proposals from qualified buyers, and assist the Debtors in the screening of interested prospective purchasers; e. assist the Debtors in evaluating proposals which are received from potential purchasers; f. assist the Debtors in structuring and negotiating the Sale; g. be available at the Debtors' request to meet with leadership and stakeholders to discuss the proposed Sale and its financial implications. The firm will be paid at these rates: a. Monthly Progress Payments -- Ziegler shall earn a monthly fee of $15,000 per month payable on or by the 5th day of every month. Monthly Progress Payments shall be credited to Transaction Success Fee at closing. Ziegler will invoice for the Debtors on a monthly basis. b. Transaction Success Fee -- In the event of a Sale, Ziegler shall be paid a Transaction Success Fee equal to 2.0 percent of Aggregate Consideration. The Transaction Success Fee shall be due and payable by the Debtors at closing of a Sale to a third party. If the Portfolio sells in multiple transactions with separate purchase and sale agreements, the percentage above will apply to each transaction. There will be no fee due on communities removed from the Portfolio and not sold. c. Minimum Transaction Success Fee -- Ziegler and the Debtors recognize that the exact form of the transaction cannot be definitively determined at this time. Notwithstanding the above, Ziegler and the Debtors agree to a Minimum Transaction Success Fee of $300,000. d. Expenses -- Reimbursement of all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its legal counsel, if any, and any other advisor retained by Ziegler (it being understood that the retention of any advisor will be made only with prior approval of the Debtors). Expenses will be billed at direct cost upon closing of a Sale transaction and are not contingent upon the Sale. Reimbursement for out-of-pocket expenses will not exceed $20,000, plus reasonable attorneys' fees. Ziegler is a "disinterested person" within the meaning of Sec. 101(14) of the Bankruptcy Code, and as required by Sec. 328(c) of the Bankruptcy Code, and does not hold or represent an interest materially adverse to the interests of the Debtors or the Debtors' estates, according to court filings. The firm can be reached through: K. Nicholas Glaisner B.C. Ziegler and Company 735 North Water Street, Suite 1000 Milwaukee, WI 53202 Telephone: (414) 978-6556 Facsimile: (414) 877-5237 Email: nglaisner@ziegler.com About Midwest Christian Villages, Inc. Midwest Christian Villages, Inc. operate a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Kate Bertram, chief operating officer. Judge Kathy Surratt-States presides over the case. David A. Sosne, Esq. at SUMMERS COMPTON WELLS LLC represents the Debtor as counsel. MIDWEST CHRISTIAN: Gets OK to Hire Dentons US as Legal Counsel -------------------------------------------------------------- Midwest Christian Villages, Inc. and its affiliates received approval from U.S. Bankruptcy Court for the Eastern District of Missouri to hire Dentons US LLP as their attorneys. The firm will render these services: a. advise the Debtors with respect to the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Court, and the Office of the United States Trustee, as they pertain to the Debtors; b. advise, consult with, and assist the Debtors with regard to any plan of reorganization or liquidation, if necessary, any asset sale, or any other means of satisfying creditors' claims, including to bring and prosecute a motion under § 363 of the Bankruptcy Code to sell the Debtor's assets; c. respond to due diligence requests from potential buyers and aid in finalizing stalking horse bids for the Debtors' assets; d. represent the Debtors and take all necessary actions with regard to obtaining the use of cash collateral and DIP Financing and administration of the same; e. evaluate, object to, or otherwise resolve claims against the Debtors' estates; f. advise the Debtors with respect to executory contracts and unexpired leases and, where appropriate, to assist the Debtors to assume or reject such executory contracts and unexpired leases; g. represent the Debtors in hearings and all contested matters before this Court; h. assist in and render advice with respect to the preparation of contracts, monthly operating reports, accounts, applications, and orders; and i. advise, consult with, and otherwise represent the Debtors in connection with such other matters as may be necessary for the duration of these chapter 11 cases. The firm will be paid at these hourly rates: Thomas Vandiver, Partner $1,145 Karen Jordan, Partner $800 Caitlin Gray, Managing Associate $505 Martin Moderson, Partner $1,010 Robert Richards, Partner $1,020 Clay Taylor, Partner $965 Geoffrey Miller, Partner $990 Elysa Chew, Managing Associate $835 Samantha Ruben, Managing Associate $835 George Medina, Senior Paralegal $465 Dentons received an initial retainer from the Debtors in the amount of $100,000 on May 8, 2024 and replenishments of the retainer in the amounts of $50,000 on June 17, 2024; $200,000 on July 5, 2024; $100,000 on July 11, 2024; and $140,000 on July 15, 2024. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in Paragraph D.1 of the Fee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. Our rates are being discounted given these Debtors are not for profit entities. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments or discounts offered during the 12 months prepetition. If your billing rates and material financial terms have changed post petition, explain the difference and the reasons for the difference. Response: No changes other than annual adjustment in rates effective January 1, 2024. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Dentons will be providing the Debtors with a prospective budget and staffing plan for the post-petition period. Robert Richards, Esq., a partner at Dentons Bingham Greenebaum 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 through: Robert E. Richards, Esq. Dentons US LLP 233 South Wacker Drive Suite 5900 Chicago, IL 60606-6361 Tel: (312) 876-7396 Email: robert.richards@dentons.com About Midwest Christian Villages, Inc. Midwest Christian Villages, Inc. operate a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Kate Bertram, chief operating officer. Judge Kathy Surratt-States presides over the case. David A. Sosne, Esq. at SUMMERS COMPTON WELLS LLC represents the Debtor as counsel. MIDWEST CHRISTIAN: Gets OK to Hire Summers Compton as Local Counsel ------------------------------------------------------------------- Midwest Christian Villages, Inc. and its affiliates received approval from U.S. Bankruptcy Court for the Eastern District of Missouri to hire Summers Compton Wells LLC as their local bankruptcy counsel. The firm's services include: a) evaluating the Companies’ financial situation; b) evaluating the Companies’ various options to deal with its financial situation, including determining which options are available to it, which options are best suited to their financial situation, and how to proceed with any chosen option; c) if the Companies decide to pursue one or more bankruptcy cases, evaluating any filing and the timing of any such filing; d) assisting in the preparation of the documentation necessary to proceed with the Companies’ chosen option; e) if the Companies decide to pursue the bankruptcy option, assisting in all aspects of the cases; and f) performing all other matters relevant or related to the Chapter 11 representation, as requested by the Companies, lead counsel or required by law or Local Rule. The firm will be paid at these rates: David A. Sosne, Principal $490 Brian J. LaFlamme, Principal $450 Seth A. Albin, Principal $450 Paralegals $200 - $250 Law Clerks $165 - $195 The firm received a retainer in the amount of $30,000. Summers Compton Wells is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14) and presently represents no interest adverse to the Debtors or the bankruptcy estates in any of the matters upon which they are to be engaged, according to court filings. The firm can be reached through: David A. Sosne, Esq. SUMMERS COMPTON WELLS LLC 903 South Lindbergh Blvd., Suite 200 St. Louis, Missouri 63131 Telephone: (314) 991-4999 Email: dsosne@scw.law About Midwest Christian Villages, Inc. Midwest Christian Villages, Inc. operate a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Kate Bertram, chief operating officer. Judge Kathy Surratt-States presides over the case. David A. Sosne, Esq. at SUMMERS COMPTON WELLS LLC represents the Debtor as counsel. MIDWEST CHRISTIAN: Taps Kurtzman Carson as Administrative Advisor ----------------------------------------------------------------- Midwest Christian Villages, Inc. and its affiliates received approval from U.S. Bankruptcy Court for the Eastern District of Missouri to hire Kurtzman Carson Consultants, LLC dba Verita Global claims, ballot, and noticing agent and administrative advisor. The firm will provide these administrative services: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and administrative services. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Prior to the Petition Date, the Debtors provided a retainer in the amount of $35,000. The firm will be paid at its standard hourly rates and will be reimbursed for expenses incurred. Evan Gershbein, executive vice president of Kurtzman, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan Gershbein Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Email: egershbein@kccllc.com About Midwest Christian Villages, Inc. Midwest Christian Villages, Inc. operate a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Kate Bertram, chief operating officer. Judge Kathy Surratt-States presides over the case. David A. Sosne, Esq. at SUMMERS COMPTON WELLS LLC represents the Debtor as counsel. MIDWEST CHRISTIAN: Taps O'Conner of Healthcare Management as CRO ---------------------------------------------------------------- Midwest Christian Villages, Inc. and its affiliates received approval from U.S. Bankruptcy Court for the Eastern District of Missouri to hire Healthcare Management Partners, LLC to provide a chief restructuring officer and certain additional personnel and designate Shawn O'Conner as the CRO and Scott Phillips and Zach Rowe as ROs. The firm will provide these services: a. Optimize Enterprise Value of the Company -- Work closely with the President and the Company's outside advisors to maximize the enterprise value of the Company and facilitate its sale or affiliation at the highest possible market valuation consistent with its duties to its creditors, mission, and values. b. Weekly Cash flow -- Manage and update a regularly updated 13-week cash flow projection and manage liquidity of the Company. c. Revenue Enhancements -- Develop and assist in implementing a plan to maximize volume and rates at each location specific to the market level of care. d. Expense Reductions -- Assist in the identification and implementation of cost reduction and operational improvement opportunities, including discretionary spending monitoring. e. Workforce Development -- Assist in the implementation of a recruitment and retention plan. f. Corporate Staff Management -- Provide leadership and supervisory authority over those positions and departments that are designated as reporting to Healthcare Management Partners, as agreed between the Board, President and Healthcare Management Partners. g. Strategic Planning -- Assist other Company engaged professionals in developing, for the Board's review, possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Company's various business lines. h. Stakeholder Communication -- Assist other Company engaged professionals in developing, for the Board's review, possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Company's various business lines. i. Sales & Marketing Strategy -- Work with the Company to implement a new sales and marketing plan. j. Operational Support -- Provide management with relevant information to make decisions to best position the organization for success, including facility level regulatory and clinical support. k. Financial Reporting -- Review of the Company's financial information that has been, and that will be, provided by the Company to its creditors, including without limitation its short and long-term projected cash flows and operating performance. l. Oversee Financial Close Process -- Assume the responsibility of the financial close process, managing and assisting the Controller of the Company as needed. m. Manage Creditor Relationships -- Communicate and manage expectations with creditors including trade vendors. n. Revenue Cycle Management -- Provide additional oversight over the revenue cycle and system implementations of PCC, if necessary. o. Manage Financial Operations Performance -- Provide additional oversight over the revenue cycle and system implementations of PCC, if necessary. p. Bankruptcy Schedules -- Assist with all required bankruptcy schedules and help identify and negotiate with critical vendors. q. Monthly Operating Reports -- Prepare and file required monthly operating reports with the court as required. r. Cash Flow Budget Reports -- Provide ongoing budget to actual variance analysis for the court. s. Expert Testimony -- Testify in court as required throughout the bankruptcy proceedings. t. Divestiture Accounting -- Assist the company in performing divestiture accounting and properly report the transaction and impact on the remaining estate to all stakeholders. The firm will bill these hourly rates: Senior Managing Director $675 Managing Director $550 Senior Directors $500 Directors $450 Senior Associates $375 Associates $300 Data Analysts $175 Healthcare Management Partners received $260,000 as a retainer in connection with preparing for and conducting the filing of these chapter 11 cases. Shawn O'Conner, managing director with Healthcare Management Partners, assured the court that his firm is a "disinterested person" as that term is defined by section 101(14) of the Bankruptcy Code. The firm can be reached through: Shawn O'Conner Healthcare Management Partners, LLC 1033 Demonbreun Street, Suite 300, Nashville, TN 37203 Tel: (615) 601-2109 About Midwest Christian Villages, Inc. Midwest Christian Villages, Inc. operate a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Kate Bertram, chief operating officer. Judge Kathy Surratt-States presides over the case. David A. Sosne, Esq. at SUMMERS COMPTON WELLS LLC represents the Debtor as counsel. MINIM INC: David Lazar Holds 84.1% Stake, Sells Shares for $5.6MM ----------------------------------------------------------------- David E. Lazar disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of the close of business on July 22, 2024, he beneficially owned 7,072,867 shares of Minim, Inc.'s common stock, representing 84.1% of the shares outstanding. On July 22, 2024, Mr. Lazar entered into a Securities Purchase Agreement with the purchaser named therein, pursuant to which Mr. Lazar agreed to (1) sell to the Purchaser all of his right and interest in (i) 627,187 shares of Common Stock of Minim, Inc., (ii) 2,000,000 shares of Series A Preferred Stock of Minim, Inc. and (iii) warrants to purchase up to an additional 2,800,000 shares of Common Stock of Minim, Inc. and (2) transfer to the Purchaser all of his right, title and interest in the SPA, pursuant to which Mr. Lazar acquired the Securities. The aggregate purchase price paid by the Purchaser under the Purchase Agreement is $5,600,000 (the "Purchase Price"). The Purchase Agreement is subject to the satisfaction of certain closing conditions, including the appointment of certain designees of the Purchaser to the board of directors of Minim, Inc., and contains customary representations, warranties and agreements of Mr. Lazar and the Purchaser, indemnification rights and other obligations of the parties. On July 22, 2024, Mr. Lazar also entered into an Escrow Agreement pursuant to which, among other things, the Purchaser placed into escrow the Purchase Price. Prior to the closing of the Purchase Agreement, Mr. Lazar anticipates receiving 602,187 shares of Common Stock from the Company as compensation for his service as Chief Executive Officer and Chief Financial Officer of Minim, Inc. in lieu of accrued and unpaid salary and fees owed to him. A full-text copy of Mr. Lazar SEC Report is available at: https://tinyurl.com/44wy6h42 About Minim Inc. Minim Inc. was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim held the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand until 2023. The Company's cable and WiFi products, with an intelligent operating system and bundled mobile app, were sold in leading retailers and e-commerce channels in the United States. Its AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them -- leading to higher customer satisfaction and decreased support burden. Minim reported a net loss of $17.63 million for the year ended Dec. 31, 2023, compared to a net loss of $15.55 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $1.50 million in total assets, $1.42 million in total liabilities, and $83,243 in total stockholders' equity. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. On May 3, 2024, the Company dismissed BF Borgers CPA PC as its independent registered public accounting firm after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with Public Company Accounting Oversight Board (PCAOB) standards in its audits and reviews incorporated in more than 1,500 SEC filings from January 2021 through June 2023; falsely representing to their clients that the firm's work would comply with PCAOB standards; fabricating audit documentation to make it appear that the firm's work did comply with PCAOB standards; and falsely stating in audit reports included in more than 500 public company SEC filings that the firm's audits complied with PCAOB standards. Borgers agreed to pay a $14 million civil penalty and agreed to permanent suspensions from appearing and practicing before the Commission as accountants, effective immediately. In light of such dismissal, on May 6, 2024, the Company engaged Beckles & Co. to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, and the upcoming interim periods. The appointment of Beckles as the Company's independent registered public accounting firm was approved by the Company's board of directors. MK & UK PALM: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: MK & UK Palm LLC 1156 58th Street Brooklyn, NY 11219 Business Description: MK & UK is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 26, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43103 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Julie Curley, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9503 Email: jcurley@kacllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Meyer Lebovits as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5WGFZMQ/MK__UK_Palm_LLC__nyebke-24-43103__0001.0.pdf?mcid=tGE4TAMA MMA LAW FIRM:Gets Court Okay to Tap Counsel w/ 40% Contingency Fees ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Houston-based MMA Law Firm PLLC won approval of a hybrid fee arrangement with a 40% contingency feature to hire Walker & Patterson PC as its counsel in bankruptcy. Walker & Patterson may be paid a $60,000 flat fee and 40% of any value it can recover for MMA’s Chapter 11 estate, Judge Eduardo V. Rodriguez of the US Bankruptcy Court for the Southern District of Texas ruled Thursday, July 18, 2024. The 20-page decision marks a victory for MMA over objections raised by groups of creditors and the Justice Department’s bankruptcy monitoring program, the US Trustee, over the fee structure. About MMA Law Firm MMA Law Firm PLLC is a law firm specializing in insurance claim management, negotiation, and litigation. MMA Law Firm PLLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-31596) on April 9, 2024. In the petition signed by Zach Moseley, as managing member, the Debtor estimated assets between $100 million and $500 million and estimated liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Johnie Patterson, Esq. at Walker & Patterson, P.C. MMEX RESOURCES: Incurs $2.46 Million Net Loss in FY Ended April 30 ------------------------------------------------------------------ MMEX Resources Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.46 million on $0 of revenues for the year ended April 30, 2024, compared to a net loss of $1.98 million on $0 of revenues for the year ended April 30, 2023. As of April 30, 2024, the Company had $1.05 million in total assets, $4.86 million in total liabilities, and a total stockholders' deficit of $3.81 million. As of April 30, 2024, the Company had current assets of $3,898, comprised of cash of $898 and prepaid expenses and other current assets of $3,000, and current liabilities of $4,859,061, resulting in a working capital deficit of $4,855,163. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2013, issued a "going concern" qualification in its report dated July 29, 2024, citing that the Company has recurring net losses, working capital deficit, and stockholders' deficit as of April 30, 2024, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001440799/000147793224004414/mmex_10k.htm About MMEX Resources Corporation Since 2016, the focus of MMEX Resources Corporation's business has been to build crude oil distillation units and refining facilities (CDUs) in the Permian Basin in West Texas. The Company revised its business plan in 2021 to move MMEX to clean energy production, leveraging its history, management and business relationships from the traditional energy sector. Since 2021 MMEX has expanded its focus to the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy. The Company has formed three special purpose entities of the Company - one to transition from legacy refining transportation fuels by producing them as ultra clean fuels with carbon capture, a second which plans to produce blue hydrogen from natural gas and utilize the hydrogen to produce electric power and a third which plans to produce green hydrogen converted to green ammonia in the United States and internationally. These three sub-divisions will be operating respectively as Pecos Clean Fuels & Transport, LLC, Trans Permian H2Hub, LLC and Hydrogen Global, LLC. The planned projects are designed to be powered by solar and wind renewable energy. Through April 30, 2024, the Company has had no revenues and has reported continuing losses from operations. MOBILEUM INC: Gets Debt Restructuring Offers from Audax, Lenders ---------------------------------------------------------------- Reshmi Basu and Ellen Schneider of Bloomberg News report that Mobileum has received separate debt restructuring proposals from a group of lenders and former owner Audax Group, according to people familiar with the situation. NOTE: The company's current private equity backer, H.I.G. Capital, and Audax have been engaged in litigation over fraud allegations tied to 2022's $915m sale of the telecommunications-software firm. The Audax-led offer calls for a cash injection in return for control of Mobileum, said the people, who asked not to be identified discussing a private matter. About Mobileum Inc. Mobileum, Inc., designs and develops data analytics solutions. The Company develops solutions for GSM and CDMA domains, as well as mobile financial services platform allowing bill payment, mobile banking, and money transfers. Mobileum serves customers worldwide. MR. COOPER GROUP: S&P Rates New $500MM Senior Unsecured Notes 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating and a '3' recovery rating to Mr. Cooper Group Inc.'s proposed $500 million senior unsecured notes due 2029. The '3' recovery rating indicates our expectation of a meaningful (50%-55%) recovery in the event of a default. The company plans to use the net proceeds to repay outstanding borrowings under its mortgage servicing rights (MSR) facilities, which had a combined outstanding balance of about $2.5 billion, as of March 31, 2024. However, S&P expects Mr. Cooper to draw on its MSR lines to fund its recently announced $1.4 billion acquisition of Flagstar's mortgage operations, consisting of a total unpaid principal balance of $356 billion, of which $279 billion will be subserviced and the remaining $77 billion will be owned MSRs. S&P said, "As of March 31, 2024, Mr. Cooper's debt to EBITDA (on a trailing-12-month basis) was 5.2x, and debt to tangible equity was 1.5x. While we expect the bond issuance to be leverage neutral, we think pro forma for the acquisition debt to EBITDA and debt to tangible equity in 2024 will remain at around 5.0x-5.5x and 1.0x-1.5x, respectively. The additional leverage is manageable given the incremental EBITDA and potential synergies we expect from the acquisition. Pro-forma for the transaction, expected to close in the fourth quarter of 2024, Mr. Cooper's servicing portfolio is expected to total $1.6 trillion. "We maintain our positive outlook on the company, which reflects a one-in-three chance that we could upgrade Mr. Cooper in the next 12 months if it improves S&P Global Ratings-adjusted debt to EBITDA below 5x, and maintains debt to tangible equity at or below 1.5x. Our outlook also indicates that Mr. Cooper will continue growing its servicing operations, improving originations-related revenue, reducing operating costs, and maintaining manageable financial exposure to the recent cybersecurity incident." Issue Ratings--Recovery Analysis Key analytical factors -- S&P's simulated default scenario contemplates a default occurring in 2027, resulting from substantial curtailments of business practices owing to regulatory and compliance deficiencies in servicing practices. Eventually, the company's liquidity and capital resources would become strained to the point where it cannot continue to operate without an equity infusion or bankruptcy filing. -- As a result, the company may find itself having to liquidate its MSRs. S&P thinks the causes of a default would be inherent to the company's operating activities and creditors would place a higher value on the MSRs. -- S&P has therefore valued the company through a discrete asset valuation of its MSRs. Simulated default assumptions -- A sustained period of rapid amortization of MSRs, with limited ability to refinance the repayments. -- Limited new origination activity and limited purchase of MSRs in the secondary market. -- An increase in borrower delinquencies and in the discount rate to value MSRs. Simplified waterfall -- Discrete asset value (after 5% administrative costs): $6.4 billion -- Priority claims: $3.8 billion -- Collateral value available to unsecured creditors: $2.6 billion -- Senior unsecured notes: $4.8 billion -- Recovery expectations: 50%-55%; rounded estimate 3 (50%) All debt amounts include six months of prepetition interest. NETCAPITAL INC: Gets Delisting Notice From Nasdaq, Plans to Appeal ------------------------------------------------------------------ Netcapital Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 23, 2024, the Nasdaq Stock Market, LLC delivered written notice to the Company under which it advised the Company that Nasdaq has determined to delist the Company's securities from The Nasdaq Capital Market. The Company previously received a notification from Nasdaq notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Specifically, Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Therefore, in accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until Feb. 28, 2024, to regain compliance with the Rule. Subsequently, on Feb. 29, 2024, Nasdaq determined the Company was eligible for an additional 180 calendar days, or until Aug. 26, 2024, to regain compliance with the Rule. Since then, Nasdaq has determined that as of July 22, 2024, the Company's securities had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stocks Rule"). The Company may appeal Nasdaq's determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request will stay any further action pending final resolution of the Hearing Panel or any extension provided by the Panel. The Company intends to appeal Nasdaq's determination and will timely submit a plan to a hearing panel to regain compliance to the Nasdaq Listing Qualifications Department. Notwithstanding the Company's intention to request a hearing, there can be no assurance that the Panel will grant the Company any compliance period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. The Company is monitoring the closing bid price of its common stock and will consider options to regain compliance with Nasdaq's minimum bid price requirement, including effectuating a reverse stock split. On July 24, 2024, the Company's stockholders approved the implementation of a reverse stock split of the Company's common stock at a ratio between 1-for-2 and 1-for-100, inclusive, with the ultimate ratio to be determined by the Company's board of directors in its sole discretion. The Company intends to promptly effectuate a reverse split to regain compliance with Nasdaq Listing Rules related to minimum bid price for its common stock. 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." NETCAPITAL INC: Swings to $4.99M Net Loss in FY Ended April 30 -------------------------------------------------------------- NetCapital Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $4.99 million on $4.95 million of revenues for the year ended April 30, 2024, compared to net income of $2.95 million on $8.49 million of revenues for the year ended April 30, 2023. As of April 30, 2024, the Company had $41.56 million in total assets, $3.62 million in total liabilities, and $37.94 million in total stockholders' equity. As of April 30, 2024, the Company had cash and cash equivalents of $863,182 and negative working capital of $2,074,163 as compared to cash and cash equivalents of $569,441 and negative working capital of $2,622,670 as of April 30, 2023. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated July 29, 2024, citing that the Company has a negative working capital, net operating losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001414767/000149315224029454/form10-k.htm About NetCapital Headquartered in Boston, MA, Netcapital Inc. -- http://www.netcapitalinc.com/-- 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 all investors the opportunity to access investments in private companies. NEVER SLIP: Taps Carroll Services as Wind Down Administrator ------------------------------------------------------------ Never Slip Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Carroll Services LLC to provide James Carroll as the wind-down administrator. The firm will render these services: (a) taking any and all actions that are necessary, advisable or appropriate to wind down the Debtors' affairs, liquidate the Debtors' remaining assets, settle, resolve, and/or pay from such assets, any remaining liabilities of the Debtors; (b) reviewing and evaluating the terms and conditions, and determining the advisability, of any proposed transaction involving the liquidation of the Debtors' assets, the settlement, payment, and discharge of the Debtors' liabilities, and regularly providing updates to the Debtors regarding the Wind-Down Administrator's activities and the status of the Debtors' liquidation; (c) in consultation with the Debtors, taking all such other actions as may be necessary or appropriate in the judgment of the Wind-Down Administrator to carry out the duties of the Wind-Down Administrator as set forth in the Engagement Agreement, including, without limitation, initiating or defending litigation on behalf of the Debtors; and (d) preparing, executing, acknowledging, filing, delivering and recording all such further documents and instruments by or on behalf of the Debtors, and in their names, or otherwise, as in the judgment of the Wind-Down Administrator shall be necessary, appropriate, or advisable to fully carry out the intent of and to accomplish the foregoing. The Debtors have agreed to compensate Carroll Services at a rate of $15,000 per month plus $525 per hour. The Debtors will reimburse any reasonable out-of-pocket expenses of the wind-down administrator, and, if applicable, the additional personnel, incurred in connection with the provision of the Wind-Down Services, such as travel, lodging and telephone charges. James Carroll, a partner at Carroll Services, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: James Carroll Carroll Services LLC 7431 2nd Avenue Sykesville, MD 21784 Tel: (410) 795-3721 About Never Slip Holdings, Inc. Never Slip Holdings, Inc. and affiliates, including affiliates Shoes for Crews, Inc., SHO Holding I Corporation, SHO Holding II Corporation, SFC Canada, Inc., and Sunrise Enterprises, LLC, are the category creator of slip resistant footwear and other safety products for employers, employees, and individual consumers. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10663) on April 1, 2024. In the petition signed by Christopher Simm, chief financial officer, Never Slip Holdings disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped ROPES & GRAY LLP as general bankruptcy counsel, CHIPMAN BROWN CICERO & COLE, LLP as co-bankruptcy counsel, SOLOMON PARTNERS SECURITIES, LLC as investment banker, BERKELEY RESEARCH GROUP, LLC as financial advisor, OMNI AGENT SOLUTIONS, INC. as claims agent, and C STREET ADVISORY GROUP, LLC as strategic communications advisor. NOVABAY PHARMACEUTICALS: Closes $3.87M Underwritten Public Offering ------------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., announced July 29 the closing of its underwritten public offering of common stock, pre-funded warrants, Series F-1 warrants, Series F-2 warrants and Series F-3 warrants for gross proceeds of approximately $3.87 million, prior to deducting underwriting discounts and commissions and offering expenses. The offering proceeds include partial exercise of the underwriter's over-allotment option to purchase additional shares of common stock, Series F-1 warrants, Series F-2 warrants and Series F-3 warrants. The offering consisted of a total of 1,158,566 shares of common stock, pre-funded warrants to purchase up to 2,041,814 shares of common stock, Series F-1 warrants to purchase up to 3,200,380 shares of common stock, Series F-2 warrants to purchase up to 3,200,380 shares of common stock and Series F-3 warrants to purchase up to 3,200,380 shares of common stock. The combined public offering price for each share of common stock and accompanying Series F-1 warrant, Series F-2 warrant and Series F-3 warrant was $1.10. The combined public offering price for each pre-funded warrant and accompanying Series F-1 warrant, Series F-2 warrant and Series F-3 warrant was $1.09. The securities issued at closing included 1,495,398 shares of common stock, pre-funded warrants to purchase up to 2,041,814 shares of common stock, Series F-1 warrants to purchase up to 3,537,212 shares of common stock, Series F-2 warrants to purchase up to 3,537,212 shares of common stock and Series F-3 warrants to purchase up to 3,537,212 shares of common stock, which securities were issued upon the partial exercise of the underwriter's over-allotment option. Ladenburg Thalmann & Co. Inc. acted as the sole bookrunning manager for the offering. Each share of common stock (and each pre-funded warrant in lieu thereof) was sold together with one Series F-1 warrant to purchase one share of common stock, one Series F-2 warrant to purchase one share of common stock and one Series F-3 warrant to purchase one share of common stock. The Series F-1 warrants have an exercise price of $1.10 per share, are exercisable immediately upon issuance, and will expire five years following the date of issuance. The Series F-2 warrants have an exercise price of $1.10 per share, are exercisable immediately upon issuance, and will expire six months following the date of issuance. The Series F-3 warrants have an exercise price of $1.10 per share, are exercisable immediately upon issuance, and will expire one year following the date of issuance. The pre-funded warrants will be immediately exercisable at a nominal exercise price of $0.01 per share and may be exercised at any time until all of the pre-funded warrants are exercised in full. The Series F-1 warrants, the Series F-2 warrants and the Series F-3 warrants each include a one-time reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) 90% of the five-day volume weighted average prices for the five trading days immediately preceding the date that is sixty calendar days after issuance of the Series F-1 warrants, the Series F-2 warrants and the Series F-3 warrants, as applicable. NovaBay currently intends to use the net proceeds of the offering to redeem the outstanding principal amount of its Original Discount Senior Secured Convertible Debentures due Nov. 1, 2024 and for working capital and general corporate purposes. The offering is being conducted pursuant to NovaBay's registration statement on Form S-1 (File No. 333-280423) previously filed with and subsequently declared effective by the Securities and Exchange Commission on July 25, 2024. A final prospectus describing the terms of the offering has been filed with the SEC and is available on the SEC's website located at http://www.sec.gov.Electronic copies of the final prospectus relating to the offering may also be obtained by contacting Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 5th Avenue, 4th Floor, New York, NY 10019 (telephone number 1-800-573-2541) or by emailing prospectus@ladenburg.com. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com/-- develops and sells scientifically created and clinically proven eyecare and skincare products. The Company's leading product, Avenova Antimicrobial Lid and Lash Solution, or Avenova Spray, is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material including microorganisms and debris from the skin around the eye, including the eyelid. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has sustained operating losses for the majority of its corporate history and expects that its 2024 expenses will exceed its 2024 revenues, as the Company continues to invest in its commercialization efforts. Additionally, the Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company has determined that its planned operations raise substantial doubt about its ability to continue as a going concern. OAK MOUNTAIN: Hires Gina McDonald & Associates as Co-Counsel ------------------------------------------------------------ Oak Mountain Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Gina McDonald & Associates, LLC as co-counsel. The firm will render these services: a. provide the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of the Debtor's financial affairs; b. prepare necessary schedules, lists, applications, motions, answers, orders and reorganization papers as may become necessary; c. review all leases and other corporate papers and prepare necessary motions to assume unexpired leases or executory contracts and assist in preparation of corporate authorizations and resolutions regarding Chapter 11 case; and d. preform any and all other legal services for the Debtor as may be necessary to achieve confirmation of Chapter 11 Plan of Reorganization. The firm will be paid in these rates: Frederick M. Garfield $350 per hour Gina McDonald $350 per hour Paralegals $125 per hour Gina McDonald, Esq., a member of Gina McDonald & 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 through: Gina McDonald, Esq. Gina McDonald & Associates, LLC 2057 Valleydale Road, Suite 202 Pelham, AL 35244 Phone: (205) 982-3325 About Oak Mountain Brewing Oak Mountain Brewing Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02131) on July 15, 2024, with as much as $50,000 in both assets and liabilities. Judge Tamara O. Mitchell presides over the case. Gina H. McDonald, Esq., represents the Debtor as legal counsel. OAK MOUNTAIN: Seeks to Hire Spain & Gillon as Co-Counsel -------------------------------------------------------- Oak Mountain Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Spain & Gillon, LLC as co-counsel. The firm will render these services: a. provide the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of the Debtor's financial affairs; b. prepare necessary schedules, lists, applications, motions, answers, orders and reorganization papers as may become necessary; c. review all leases and other corporate papers and prepare necessary motions to assume unexpired leases or executory contracts and assist in preparation of corporate authorizations and resolutions regarding Chapter 11 case; and d. preform any and all other legal services for the Debtor as may be necessary to achieve confirmation of Chapter 11 Plan of Reorganization. The firm will be paid in these rates: Frederick M. Garfield $350 per hour Other Attorneys $350 to $375 per hour Paralegals $115 per hour Frederick Garfield, Esq., a member of Spain & Gillon, 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: Frederick M. Garfield, Esq. Spain & Gillon, LLC 505 20th St N #1200 Birmingham, AL 35203 Phone: (205) 328-4100 About Oak Mountain Brewing Oak Mountain Brewing Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02131) on July 15, 2024, with as much as $50,000 in both assets and liabilities. Judge Tamara O. Mitchell presides over the case. Gina H. McDonald, Esq., represents the Debtor as legal counsel. ONE TABLE RESTAURANT: Gets Interim Approval for Chapter 11 Loan --------------------------------------------------------------- Ben Zigterman of Law360 Bankruptcy Authority reports that One Table Restaurant Brands LLC, the Los Angeles-based casual restaurant chain that operates Tender Greens and Mexican eatery Tocaya, received interim approval Friday, July 20, 2024, to access $1.7 million of a $3 million debtor-in-possession facility from a prepetition lender that also may submit a stalking-horse credit bid for the company. About One Table Restaurant Brands LLC One Table Restaurant Brands LLC is a next generation restaurant platform of best-in-class emerging concepts. One Table Restaurant Brands LLC sought relief under Chapter 11 of the U.S. Bankruptcy Protection (Bankr. D. Del. Case No. 24-11553) on July 18, 2024. In the petition filed by Harald Herrmann, as authorized signatory, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. The Debtor is represented by: Thomas Joseph Francella, Jr., Esq. Raines Feldman Littrell LLP 1201 W. 5th Street Suite T-400 Los Angeles, CA 90017 ORCHARD PARK: Seeks to Hires Samuel L. Yellen as Counsel -------------------------------------------------------- Orchard Park Equity Associates LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Samuel L. Yellen, Attorney at Law, PLLC as counsel. The firm will serve as the Debtor's general bankruptcy counsel and will advise Debtor with respect to their duties under the Bankruptcy Code. The firm will be paid at the rate of $250 per hour. The firm received from the Debtor a retainer of $2,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Samuel L. Yellen, Esq., a partner at Samuel L. Yellen, Attorney at Law, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Samuel L. Yellen, Esq. Samuel L. Yellen, Attorney At Law, PLLC 1 Seneca St. 29th Fl., M-2 Buffalo, NY 14203 Tel: (716) 304-2820 Email: sam@yellenlegal.com About Orchard Park Equity Associates LLC The Debtor owns the Sheffer Farms Townhomes located in Orchard Park, New York. Orchard Park Equity Associates LLC in Orchard Park NY, filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 24-10772) on July 17, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Edward E. Lewis as managing member, signed the petition. Judge Carl L Bucki oversees the case. SAMUEL L. YELLEN, ATTORNEY AT LAW, PLLC serve as the Debtor's legal counsel. PARTNERS REAL ESTATE: Files for Chapter 11 Bankruptcy ----------------------------------------------------- Partners Real Estate Development LLC filed Chapter 11 protection in the Western District of Texas. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 6, 2024 at 9:00 a.m. in Room Telephonically on telephone conference line: (866)711-2282. participant access code: 3544189#-. About Partners Real Estate Development LLC Partners Real Estate Development LLC is part of the residential building construction industry. Partners Real Estate Development LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10797) on July 8, 2024. In the petition filed by John F. Patton, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Clay M. Taylor, Esq. DENTONS US LLC 2000 McKinney Ave, Ste. 1900 Dallas, TX 75201 Tel: 214-647-2496 Email: clay.taylor@dentons.com PDK LLC: Hires Dunham Hildebrand Payne as Legal Counsel ------------------------------------------------------- PDK, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand Payne Waldron, PLLC as its counsel. The firm's services include: a. rendering legal advice with respect to the rights, powers and duties of the Debtors in the management of their property; b. investigating and, if necessary, instituting legal action on behalf of the Debtors to collect and recover assets of the estates of the Debtors; c. preparing all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; d. assisting and counseling the Debtors in the preparation, presentation and confirmation of its disclosure statements and plans of reorganization; e. representing the Debtors as may be necessary to protect their interests; and f. performing all other legal services that may be necessary and appropriate in the general administration of the Debtors' estate. The firm's current standard hourly rates are: Attorneys $500 per hour Paralegals $175 per hour The firm received a retainer in the amount of $25,000. Henry E. ("Ned") Hildebrand, IV, Esq., a partner at Dunham Hildebrand Payne Waldron, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: R. Alex Payne, Esq. Henry E. ("Ned") Hildebrand, IV, Esq. Dunham Hildebrand Payne Waldron, PLLC 9020 Overlook Boulevard, Suite 316 Brentwood, TN 37027 Tel: (615) 933-5851 Email: alex@dhnashville.com ned@dhnashville.com About PDK, LLC PDK, LLC is a locally-owned casual eatery serving a fresh take on Southern favorites with its signature chicken and waffles, shrimp and grits, and PDK burger dishes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tenn. Case No. 24-02652) on July 17, 2024, with $93,040 in assets and $2,283,108 in liabilities. Peter Demos, managing partner, signed the petition. Judge Randal S. Mashburn presides over the case. Henry E. ("Ned") Hildebrand, IV, Esq. at DUNHAM HILDEBRAND PAYNE WALDRON, PLLC represents the Debtor as legal counsel. PELICAN EDUCATIONAL: S&P Assigns 'BB' Issuer Credit Rating ---------------------------------------------------------- S&P Global Ratings assigned its 'BB' issuer credit rating (ICR) to Pelican Educational Foundation Inc. (d/b/a Kenilworth Science and Technology Charter School), La. The outlook is stable. The rating reflects S&P's assessment of the Kenilworth enterprise profile as adequate and its financial profile as vulnerable. "The enterprise profile is characterized by Kenilworth's relatively small yet growing enrollment base; academic performance that is below average compared with state peers', although stronger when compared with demographically similar schools'; and stable and experienced management team," said S&P Global Ratings credit analyst Joyce Jung. "While the school projects at least balanced operating performance going forward, its projected pro forma lease-adjusted maximum annual debt service coverage is slim, primarily due to its significant leverage," Ms. Jung added. "Although financial performance and leverage metrics will likely remain moderate for the rating, we believe the liquidity position will remain in line with the 'BB' rating level expectations." S&P said, "We believe that these combined credit factors lead to an anchor of 'bb' and a long-term rating on the bonds of 'BB'. "The stable outlook reflects our expectation that the school's enrollment and demand will remain stable and continue to support its positive operating margins, days' cash on hand, and lease-adjusted maximum annual debt service (MADS) coverage. "We could lower the rating if the school's anticipated enrollment doesn't materialize, leading to weakened operating margins and further deteriorating its already thin lease-adjusted MADS coverage, or if its liquidity position weakens significantly. "While not expected in the near term given its thin lease-adjusted MADS coverage, we could raise the rating over the longer term should the school improve and sustain its operating margin and lease-adjusted MADS coverage, while maintaining stable enrollment." An ICR reflects an obligor's general creditworthiness, providing a credit opinion on its capacity and willingness to meet financial commitments when they come due. It does not apply to any specific financial obligation because it does not reflect the obligation's nature and provision, standing in bankruptcy or liquidation, statutory preferences, or legality and enforceability. PERMIAN RESOURCES: S&P Rates New $MM Senior Unsecured Notes 'BB' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Midland, Texas-based oil, gas and natural gas liquids (NGLs) exploration and production (E&P) company Permian Resources Corp.'s proposed $750 million senior unsecured notes due 2033. The company's wholly owned subsidiary, Permian Resources Operating LLC, will issue the notes. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery of principal by creditors in the event of a payment default. Permian will use the proceeds to tender for its outstanding $300 million 7.75% senior unsecured notes due 2026. The company intends to use the remaining proceeds to finance its announced acquisition of certain assets from Occidental Petroleum Corp. and to repay a portion of the amounts outstanding under the credit facility. Permian Resources also announced this morning that it has entered into a definitive agreement with Occidental Petroleum Corp. to purchase approximately 29,500 net acres, approximately 9,900 net royalty acres and approximately 15,000 barrels of oil equivalent per day (boe/d) of estimated Q4 2024 production predominantly located directly offset Permian's existing position in Reeves County, Texas for $817.5 million, subject to customary post-closing adjustments. The effective date of the transaction is July 1, 2024, with closing expected to occur by the end of the third quarter of 2024. The transaction also includes greater than 200 gross operated, two-mile locations with high NRIs, which immediately compete for capital, midstream assets, including greater than 100 miles of oil and natural gas pipelines, robust water infrastructure system with approximately 25,000 bbl/d water recycling facility and greater than 10,000 surface acres. The company intends to finance this transaction with proceeds from its announced new debt offering, an announced equity offering, cash, and borrowings on its credit facility. S&P expects this transaction to be neutral for leverage. S&P said, "While we view these transactions as positive for credit quality due to the increase in the company's size and scale and its use of both debt and equity to finance the transaction, our 'BB' issuer credit rating and stable outlook on Permian Resources Corp. are unchanged." PIGEON FREIGHT: Seeks to Hire Modestas Law as Bankruptcy Counsel ---------------------------------------------------------------- Pigeon Freight Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Modestas Law Offices, P.C. as its bankruptcy counsel. The firm's services include: (a) negotiating with creditors; (b) preparing a plan and financial statements; (c) examining and resolving claims filed against the estate; (d) preparing pleadings filed in the case; (e) interacting with the trustee in this case; (f) attending court hearings; and (g) representing the Debtor in matters before the Court. Saulius Modestas, Esq., founder of Modestas Law, will charge $530 per hour for his services. Mr. Modestas assured the court that he does not hold or represent an interest adverse to the Estate, and that he is a disinterested person within the meaning of Sec. 327(a). The firm can be reached through: Saulius Modestas, Esq. Modestas Law Offices, P.C. 401 S. Frontage Rd. Burr Ridge, IL 60527-7115 Telephone: (312) 251-4460 Facsimile: (312) 277-2586 Email: smodestas@modestaslaw.com About Pigeon Freight Services, Inc. Pigeon Freight Services is a Trucking company in Lansing, Illinois. Pigeon Freight Services, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08322) on June 5, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Sergiu Tintiuc as president. Saulius Modestas, Esq. at MODESTAS LAW OFFICES, P.C. represents the Debtor as counsel. PIONEER HEALTH: Creditors Seek to Hand Business Control to Trustee ------------------------------------------------------------------ Emlyn Cameron of Law360 Bankruptcy Authority reports that creditors of orthopedic clinic operator Pioneer Health Systems asked a Delaware bankruptcy judge to turn control of the business over to the Subchapter V Trustee in the Chapter 11 case, saying Pioneer is vying for a reorganization that would deprive unsecured creditors of millions of dollars. About Pioneer Health Systems Pioneer Health Systems, LLC, is the parent company for the following brands: Surgical Hospital of Oklahoma, L.L.C. (SHO), Direct Orthopedic Care (DOC), and Integrated Care Technologies (ICT). Combined, this model allows Pioneer to offer a complete vertical orthopedic healthcare system. The Debtor filed a Chapter 11 petition (Bankr. D. Del. Case No. 24-10279) on Feb. 21, 2024, with $1 million to $10 million in both assets and liabilities. Colin Chenault, chief financial officer, signed the petition. Judge J. Kate Stickles oversees the case. Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware), LLP, is the Debtor's legal counsel. PLOURDE SAND: Seeks to Hire Northern Acres as Realtor ----------------------------------------------------- Plourde Sand & Gravel Co., Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Northern Acres as realtor. The firm will provide these services: a. market, list and sell the Debtor's real estate at 13 Allenstown Road, Allenstown, New Hampshire; b. assist the Debtor in selling the real estate; and c. handle and prepare the necessary documents to effectuate the sale of the Debtor's real estate. The firm will be paid a commission of 4 percent commission, with no co-broker, and 6 percent in the event of a co-broker at the time of sale. James W. Powers, a partner at Northern Acres, 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: James W. Powers Northern Acres P.O. Box 10084 Bedford, NH 03110 Office: (603) 296-2380 Email: jwpowers@northernacres.com About Plourde Sand & Gravel Co., Inc. Plourde Sand & Gravel Co., Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10015) on January 9, 2024. In the petition signed by Daniel O. Plourde, sole shareholder and vice president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. Eleanor Wm. Dahar, Esq., at VICTOR W. DAHAR PROFESSIONAL ASSOCIATION, represents the Debtor as legal counsel. PRO CIV CONSTRUCTION: Hires Bonds Ellis Eppich as Counsel --------------------------------------------------------- Pro CIV Construction, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Bonds Ellis Eppich Schafer Jones LLP as counsel. The firm will provide these services: (a) give bankruptcy-related legal advice to the Debtor and assist it in conducting the Chapter 11 Case; (b) assist the Debtor in preparing legal papers; (c) assist the Debtor in negotiating and formulating sale and/or plan documents; (d) assist the Debtor in preserving and protecting the value of its estate; and (e) perform all other legal services for the Debtor that may be necessary or appropriate in administering this Chapter 11 Case. The firm will be paid at these rates: Eric T. Haitz, Partner $400 per hour Linda Paquette-Gordon, Paralegal $225 per hour In addition, the firm will seek reimbursement for expenses incurred. Eric T. Haitz, Esq., a partner at Bonds Ellis Eppich Schafer Jones 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 through: Eric T. Haitz, Esq. Bonds Ellis Eppich Schafer Jones, LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Telephone: (817) 405-6900 Facsimile: (817) 405-6902 Email: eric.haitz.bondsellis.com About Pro CIV Construction, LLC PRO CIV Construction, LLC, a company in Dallas, Texas, offers demolition services, storm water pollution prevention, mass grading, clearing, soil stabilization, and aggregate installation. PRO NRG Services, LLC, a Dallas-based affiliate, offers oil and gas support services. It provides Mainline Pipelines up to 30", Gathering Systems, Pipeline Integrity up to 48", Pipeline Maintenance up to 48", Pipeline Rehabilitation up to 48", Pre-construction Planning, Hydrostatic Testing, Horizontal Directional Drilling, AC Mitigation, Roustabout, Restoration/Environmental Services, and Road/Pad Construction. The Debtors filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 24-31811) on June 20, 2024. At the time of the filing, PRO CIV reported $1 million to $10 million in both assets and liabilities while PRO NRG reported $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Kyle Lenamond, manager, signed the petitions. Judge Stacey G. Jernigan presides over the cases. Eric T. Haitz, Esq., at Bonds Ellis Eppich Schafer Jones, LLP represents the Debtors as legal counsel. PRO MACH: S&P Alters Outlook to Positive, Affirms 'B-' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on packaging machinery solutions manufacturer and aftermarket products and services provider Pro Mach Group Inc. (Pro Mach) to positive from stable and affirmed its 'B-' issuer credit rating. At the same time, S&P assigned its 'B-' issue-level and '3' recovery rating to the company's proposed $350 million revolving credit facility (RCF) due 2029, $1,850 million first-lien refinancing term loan due 2028, and $360 million incremental first-lien term loan due 2028. The company will use proceeds of the term loans to refinance its outstanding first-lien debt and repay its outstanding $360 million second-lien term loan due 2029. The positive outlook indicates S&P's expectation that it could raise the ratings on Pro Mach if it continues demonstrating solid operating performance and maintains leverage below 7x over the next 12 months, inclusive of future acquisitions. Over the past several years, Pro Mach has significantly grown its scale and scope of operations, solidifying both its long-term brand recognition and market-leading positions within the packaging machinery and solutions industry. For the period ended Dec. 31, 2023, Pro Mach generated revenues of $1.8 billion and S&P Global Ratings-adjusted EBITDA of more than double that of what it generated five years ago. Much of its growth can be attributable to a series of strategic acquisitions it has completed and successfully integrated over this duration. These acquisitions have complemented and expanded existing product lines, including two recent acquisitions that closed in the first half of 2024. In addition, the company's exposure to packaging products within consumer staples markets, especially in food and beverage, has enabled it to generate consistent organic growth in the mid- to high-single digits in the past five years. Pro Mach's large installed base of packaging machines drives its recurring aftermarket sales that contribute to earnings stability through a downturn. However, the markets in which the company competes are highly fragmented and continued growth momentum will be somewhat contingent on its ability to successfully execute and integrate future inorganic business opportunities. Despite the positive trends in the business, leverage remains elevated. For the last 12-month (LTM) period ended March 31, 2024, the company's S&P Global Ratings-adjusted debt to EBITDA was 7.4x, including $62 million of costs associated with the partial equity sale to BDT Capital Partners in the third quarter of 2023. While Pro Mach has demonstrated a modest improvement in its credit metrics over the past two years, the company continues to pursue debt-funded acquisitions that has kept leverage elevated relative to similarly-rated peers. S&P expects the company to generate organic sales growth in the mid-single digit percentage area in 2024 as end-market demand in primary packaging and automated solutions remains strong. Pro Mach also continues to reduce its lead times as supply chain issues ease and its backlog normalizes. In addition, contributions from recently closed acquisitions and a healthy pipeline of expected future acquisitions should enable the company to generate total revenue growth in the high-single to low--double-digits over the coming years. Strong revenue growth, along with modest margin expansion, should enable the company to deleverage by about a turn in 2024, to the mid-6x area. Additionally, with a cash balance of about $240 million and full access to its $200 million RCF as of the first quarter of 2024, S&P expects the company will have ample sources to fund additional acquisitions over the next 12 to 24 months. However, a downturn in certain end-markets, for instance in the pharmaceutical industry, or larger debt-funded acquisitions could derail deleveraging. S&P said, "We expect Pro Mach will continue to generate positive free operating cash flow (FOCF).As of the first quarter of 2024, the company generated S&P Global Ratings-adjusted LTM FOCF of about $107 million, aided by working capital inflows. While we expect a moderate cash outflow from working capital by the end of 2024 as the company builds inventory to support its solid order backlog, we anticipate stronger earnings will enable it to generate FOCF of at least $50 million. In addition, the expected refinancing and repricing of the company’s debt should save about $15 million-$25 million of interest annually, further supporting its cash generation. We anticipate Pro Mach will use a majority of its excess cash to fund acquisitions, partially offsetting its need to raise future incremental debt, and thus maintain a more consistent leverage profile. "The positive outlook on Pro Mach reflects our view that its business has improved due to a greater scale, scope, and product offering, and our expectation the company will continue to generate free cash flow that will help fund future acquisitions. We could raise our ratings on Pro Mach if the company continues demonstrating solid operating performance and maintains leverage below 7x over the next 12 months." S&P could revise the outlook to stable if Pro Mach underperforms our expectations, resulting in negative FOCF and leverage that remains above 7x. This could happen, for instance, if: -- Reduced demand for its products causes its operating performance to weaken significantly from S&P's expectations; or -- It embarks on a large amount of debt-funded acquisitions or issues dividends that keep leverage elevated. S&P could raise its ratings within the next 12 months if the company: -- Continues to meet our expectations for good operating performance, maintaining leverage at or below 7.0x, inclusive of future acquisitions or shareholder distributions; and -- Generates consistently positive FOCF and maintains adequate liquidity. PROGRAM INSITE: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------- Program Insite LLC filed Chapter 11 protection in the District of Maryland. The Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. About Program Insite LLC Program Insite LLC is a customer-focused information technology solutions provider in the Washington DC metro area. Program Insite can help modernize critical IT infrastructure by offering cloud hosting solution, data migration, and web support and administration services. Program Insite LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-15792) on July 10, 2024. In the petition signed by Emnet Menyahil, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Maria Ellena Chavez-Ruark handles the case. The Debtor is represented by: QUINCY HEALTH: S&P Lowers ICR to 'SD' on Distressed Transactions ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based hospital and outpatient services provider Quincy Health LLC to 'SD' (selective default) from 'CCC-'. S&P also lowered its issue-level rating on the company's term loan to 'D' (default) from 'CCC-'. S&P said, "We expect to raise the ratings in coming weeks, once the company satisfies the second installment of its scheduled July interest payment, incorporating the modest improvement in liquidity and covenant headroom resulting from recent amendments and improving payment cycles following the Change Healthcare disruptions. "We view the company's amendments relating to its April interest payments as a default. As with many health care services providers, the first quarter typically represents a low point for Quincy's cash balance and the Change Healthcare cyberattack meaningfully exacerbated the company's liquidity issues. The company's cash position deteriorated by about $18 million in the first quarter, leaving the company with about $8.6 million of available liquidity on March 31, 2024, well under its scheduled interest payment of about $23.5 million due April 10, 2024." In light of these circumstances, Quincy and its lenders amended the credit agreement to allow for a 45 day cure period for the missed April payment. The company was able to offset some of the Change Healthcare-related revenue cycle disruption by taking advantage of advances from the Centers for Medicare and Medicaid Services and was able to satisfy its April interest payment obligations within its amended grace period, but not within 30 days of the scheduled payment date. S&P Global Ratings views interest payments delayed more than 30 days as a default, notwithstanding a stated grace period that extends beyond that. S&P said, "Similarly, we view the company's plans to delay fully satisfying its July interest payments within 30 days of the scheduled date as tantamount to default. With approximately one-third of the balance relating to Change Healthcare still outstanding in July, Quincy arranged for additional relief through an amendment to its credit agreement to permit the July 10 interest payment be paid in two equal installments due on July 10 and Aug. 18. We view this delay in a portion of the interest beyond the 30-day grace period as a default. "We understand that the company has satisfied the first installment on the July 10 interest payment. "We expect to review our issuer credit rating on Quincy in coming weeks, following the company completing the second payment relating to the interest that was due on July 10.While the credit agreement provides near-term covenant relief, including removing certain milestones related to divestitures, we expect the company will continue to face constrained liquidity and tight covenants in coming quarters. Its ABL and term loan mature in April 2025 and we see limited prospects for refinancing given the reduced scale of the business and sizable debt balances. We expect to raise our ratings on the company and the affected debt back to 'CCC-' in coming weeks, once the July 10 interest payment is fully satisfied." R & R MARKETING: FlyWithWine Shuts Down Suddenly, Seeks Chapter 7 ----------------------------------------------------------------- Kerana Todorov of Wine Business reports that a company that sold luggage with removable inserts to transport wine bottles safely has shut down suddenly, a few months after appearing on the television show “Shark Tank.” FlyWithWine CEO Ronald "Ron" Scharman on Friday, July 12, 2024, filed for Chapter 7 bankruptcy and email clients that the company would close its doors the same day. The Chapter 7 bankruptcy filing allows the company to liquidate its assets. The company’s collection of wine luggage and other products was sold at wine shops, wineries, distilleries, breweries and retailers in the United States and overseas. FlyWithWine's filings in U.S. Bankruptcy Court indicate the company's liabilities totaled about $2.4 million and its assets, about $1.6 million. Scharman, who started the company at the end of 2016, said on Tuesday there were financing issues related to the growth of the company. Amazon stopped lending money in December 2023, after 6 years, Scharman said. FlyWithWine was then forced to replace that money with very expensive financing, he said. In addition, FlyWithWine which was an exclusive dealer for brands, lost "a key line of products" when it was taken over by that brand's owner, Scharman said. The products were sold on Amazon. The loss of both revenue and financing proved insurmountable, Scharman said. Scharman said he was not sure what he is going to do next. "We'll see," he said. In December 2023, Scharman and business partner Ryan Neergaard appeared on Shark Tank to seek $500,000 for an 8-percent stake in their company. They were turned down, though Scharman and Neergaard were complemented for their presentation. On the show, Scharman said the company's revenues were $2.3 million but lost $100,000 during the first four months to advertise the business by attending more than a dozen trade shows. Their salaries was $150,000 each, Scharman said. Scharman said he started the company after a trip to Burgundy in 2015. He and his wife wanted to ship wine home. That took 45 days, he recalled. I decided there had to be a solution. One of their investors is the manufacturer and importer of the luggage. She bought out the original inventor of the luggage. Bankruptcy records indicate that ForsterVGV of Palm Beach Gardens, Fla., owns 20 percent of their company. Neergaard owns 23.9 percent and Scharman, 56.1 percent, according to the court filing. On Tuesday, July 9, 2024, FlyWithWine's offices in south Napa remained dark. FlyWithWine's website now asks customers to contact Forster VGV at info@forstervgv.com. FlyWithWine was the exclusive distributor for VinGardeValise, the manufacturer of "wine travel luggage and accessories," said Erin Forster, president of Forster VGV. Forster said she was taking over the accounts. She can take orders and honor warranties. The products, which are imported from China, are stored in Riverside. She declined to elaborate on what she will do next. About R & R Marketing Services R & R Marketing Services LLC, doing business as Fly With Wine, is a company that sold luggage with removable inserts to transport wine bottles safely. R & R Marketing Services LLC sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 4-10368) on July 12, 2024. In its petition, the Debtor reports liabilities totaled about $2.4 million and its assets, about $1.6 million. The Debtor is represented by: Chris D. Kuhner, Esq. Kornfield Nyberg Bendes Kuhner & Little 1970 Broadway #600 Oakland, CA 94612 (510) 763-1000 Email: c.kuhner@kornfieldlaw.com R.R. DONNELLEY: S&P Rates New $650MM Jr. Lien Secured Notes 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '5' recovery rating to R.R. Donnelley & Sons Co. (RRD) proposed $650 million junior-lien secured notes. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 15%) recovery of principal in the event of a payment default. The company's $2.3 billion capital structure is comprised of a $750 million asset based revolving facility, $650 million private term loan B (not rated), and senior secured notes of $1.0 billion. The company will no longer issue its proposed $800 million term loan B. S&P said, "Our 'BB-' issue-level rating on the asset-based revolver and our 'B' issue-level ratings on the $1.0 billion senior secured notes are unchanged for the updated capital structure. The recovery ratings remain '1' and '3', respectively. The '1' and '3' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) and meaningful (50%-70%; rounded estimate: 65%) recovery of principal in the event of a payment default, respectively." The company intends to use the proceeds from this issuance to fund the purchase of Valassis communications and refinance its existing debt. The negative outlook reflects RRD's weaker cash flow metrics due to incremental debt issuance from the Valassis acquisition and the execution risks associated with integrating and realizing synergies, which could keep free operating cash flow (FOCF) to debt below 5% on a sustained basis. The outlook also reflects the secular pressures that continue to strain RRD's major print segments. RED LOBSTER: In Talks to Keep Over 100 Leases in Chapter 11 ----------------------------------------------------------- Hilary Russ of Law360 reports that Red Lobster's well-known Times Square location in New York City is off the chopping block of potential closures, for now, along with 112 other outposts of the casual dining seafood chain, after the troubled company said during a bankruptcy court hearing Thursday, July 18, 2024, it is negotiating new agreements with landlords. About Red Lobster Red Lobster Management, LLC, owns and operates 705 Red Lobster seafood restaurants throughout North America. Red Lobster generates about $2.4 billion of annual revenue. Red Lobster is owned by private equity firm Golden Gate Capital. On the Web: http://www.redlobster.com/ Red Lobster Management and its affiliates sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case NO. 24-02486) on May 19, 2024. As part of these filings, Red Lobster has entered into a stalking horse purchase agreement pursuant to which Red Lobster will sell its business to an entity formed and controlled by its existing term lenders. King & Spalding LLP is lead counsel to the Debtors; Berger Singerman LLP serves as local counsel; and Blake, Cassel & Graydon, LLC represents the Canadian applicants. Alvarez & Marsal North America, LLC is serving as financial advisor and providing corporate leadership as Chief Executive and Chief Restructuring Officers. Jonathan Tibus, a Managing Director at Alvarez & Marsal, serves as the debtors' CEO. Hilco Corporate Finance is serving as M&A advisor to Red Lobster. Keen-Summit is serving as real estate advisor. RELIABLE ROADSIDE: Starts Subchapter V Bankruptcy Process --------------------------------------------------------- Reliable Roadside Services Inc. filed Chapter 11 protection in the District of Maryland. According to court filing, the Debtor reports $1,188,351 in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for August 8, 2024 at 10:00 a.m. in Room Telephonically on telephone conference line: 1-866-626-4103. participant access code: 2560365#. About Reliable Roadside Services Reliable Roadside Services Inc. is a towing service provider in Maryland. Reliable Roadside Services Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-15728) on July 9, 2024. In the petition filed by Jasvir Singh, as president, the Debtor reports total assets of $358,038 and total liabilities of $1,188,351. The Honorable Bankruptcy Judge David E. Rice oversees the case. The Debtor is represented by: Michael P. Coyle, Esq. THE COYLE LAW GROUP 7061 Deepage Drive Columbia, MD 21045 Tel: (443) -54-5-12x15 Email: mcoyle@thecoylelawgroup.com REPIDA INC: Hires Modestas Law Offices as Bankruptcy Counsel ------------------------------------------------------------ Repida, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Modestas Law Offices, P.C. as its bankruptcy counsel. The firm's services include: (a) negotiating with creditors; (b) preparing a plan and financial statements; (c) examining and resolving claims filed against the estate; (d) preparing pleadings filed in the case; (e) interacting with the trustee in this case; (f) attending court hearings; and (g) representing the Debtor in matters before the Court. Saulius Modestas, Esq., founder of Modestas Law, will charge $530 per hour for his services. Mr. Modestas assured the court that he does not hold or represent an interest adverse to the Estate, and that he is a disinterested person within the meaning of Sec. 327(a). The firm can be reached through: Saulius Modestas, Esq. Modestas Law Offices, P.C. 401 S. Frontage Rd. Burr Ridge, IL 60527-7115 Telephone: (312) 251-4460 Facsimile: (312) 277-2586 Email: smodestas@modestaslaw.com About Repida Inc. Repida, Inc. offers trucking services in Brooklyn, N.Y. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07281) on May 16, 2024, with $1 million to $10 million in both assets and liabilities. Ion Repida, president, signed the petition. Saulius Modestas, Esq., at Modestas Law Offices, P.C. represents the Debtor as legal counsel. RIBBON COMMUNICATIONS: Reports Q2 2024 Financial Results -------------------------------------------------------- Ribbon Communications Inc. announced its financial results for the second quarter of 2024. According to the Company, revenue for the second quarter of 2024 was $193 million, compared to $211 for the second quarter of 2023 and $180 million for the first quarter of 2024. First half 2024 GAAP Loss from Operations improved $26 million year over year to ($15 million), and Non-GAAP Adjusted EBITDA improved $13 million, or 65%, to $33 million. GAAP and Non-GAAP Gross Margin for the second quarter improved 260 and 240 basis points year over year, respectively. "Earnings increased significantly in the first half of 2024 with Adjusted EBITDA increasing 65% year over year despite lower sales. The improvement in profitability was driven by higher gross margins and lower operating expenses year over year. Revenue in the second quarter was impacted by a large U.S. Federal deal that was delayed to the third quarter. Sales were also lower as we suspended product shipments into Eastern Europe due to the extended war in Ukraine and increased complexities of operating in the region," stated Bruce McClelland, President and Chief Executive Officer of Ribbon Communications. Mr. McClelland added, "We continue to project a strong second half of 2024 as we ramp the recently announced Verizon Voice Network modernization program and anticipate strong growth in several other areas such as Enterprise, U.S. Rural Broadband, Europe, and India. Recent changes in the competitive landscape also present an opportunity for further share expansion. However, we have adjusted our full year 2024 guidance slightly to reflect a more conservative outlook for the Eastern European region for the rest of the year." "During the second quarter of 2024, we completed the refinancing of our capital structure with a $385 million five-year senior secured credit facility that provides us greater liquidity with less restrictions. Our new strategic banking group relationship with HPS Investment Partners, LLC and WhiteHorse Capital Management, LLC will also give us opportunities to support our future growth needs," said Mick Lopez, Chief Financial Officer of Ribbon Communications. "Additionally, we continue to improve our operations, driving a 240 basis point improvement year over year in gross margins and a $4 million reduction in expenses, resulting in the lowest level of operating expenses since the ECI acquisition in 2020." Business Outlook: For the third quarter of 2024, the Company expects continued sequential growth in both of our businesses with revenue in a range of $205 million to $220 million. Non-GAAP gross margin is projected in a range of 53% to 53.5%. Adjusted EBITDA is projected in a range of $25 million to $30 million. The Company has also adjusted full-year 2024 targets and now expects revenue in a range of $830 million to $850 million, non-GAAP gross margin in a range of 54% to 54.5%, and Adjusted EBITDA in a range of $105 million to $115 million. The Company's outlook is based on current indications for its business, which are subject to change. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at: https://tinyurl.com/4sryx93m About Ribbon Communications Ribbon Communications Inc. is a global provider of communications technology to service providers and enterprises. The Company provides a broad range of software and high-performance hardware products, network solutions, and services that enable the secure delivery of data and voice communications, and high-bandwidth networking and connectivity for residential consumers and for small, medium, and large enterprises and industry verticals such as finance, education, government, utilities, and transportation. Its mission is to create a recognized global technology leader providing cloud-centric solutions that enable the secure exchange of information, with unparalleled scale, performance and elasticity. The Company is headquartered in Plano, Texas, and has a global presence with research and development or sales and support locations in over 30 countries around the world. Ribbon Communications reported a net loss of $66.21 million in 2023, a net loss of $98.08 million in 2022, and a net loss of $177.19 million in 2021. As of March 31, 2024, the Company hds $1.1 billion in total assets, $653.8 million in total liabilities, and $424.7 million in total stockholders' equity. The Company's 2020 Credit Facility requires quarterly payments of $10 million each in the second, third and fourth quarters of 2024, with the remaining balance of $200.4 million due on March 3, 2025. The Company does not have sufficient cash on hand or available liquidity to repay the $200.4 million due on March 3, 2025. In response to these conditions, management's plans include refinancing the 2020 Credit Facility. The Company has entered into a binding commitment letter to refinance the 2020 Credit Facility. The refinance contemplated by the binding commitment letter is expected to close no later than June 30, 2024, according to the Company's Quarterly Report for the period ended March 31, 2024. RIC (LAVERNIA): Hires Bryan Cave as Bankruptcy Counsel ------------------------------------------------------ Ric (Lavernia) LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Bryan Cave Leighton Paisner LLP as bankruptcy counsel. The firm will provide these services: a. advise, assist, and represent the Debtor with respect to its rights, powers, duties, and obligations in the administration of this case, the disposition of assets, the management of the Debtor's estate, and the collection, preservation, and administration of assets; b. advise, assist, and represent the Debtor in connection with all applications, motions, or complaints concerning the Debtor or its assets; c. advise, assist, and represent the Debtor in connection with (i) the negotiation, sale or other disposition of any assets of the estate, including, without limitation, the investigation and analysis of the alternative methods of effecting same; (ii) employment of other professionals to assist with regard thereto; (iii) the drafting of appropriate contracts, instruments of conveyance, and other documents with regard thereto; (v) the preparation, filing, and service as required of appropriate motions, notices, and other pleadings that are necessary; and (vi) the representation in connection with the consummation and closing of any such transaction; d. to the extent creditor support can be had for a confirmable plan, assist the Debtor in all matters relating to plan drafting and prosecution; e. defend, and prosecute on behalf of, the estate in contested matters and adversary proceedings; f. support and assist the Debtor with regard to the proper receipt, disbursement, and accounting for funds and property of the estate; g. provide legal services of any nature as may be required by the Debtor in conducting the affairs of its estate, protecting the estate's assets, or in other necessary or appropriate activity; h. prepare pleadings, applications, motions, reports, and other papers incidental to the administration of this case; and i. assist in any other matter arising as part of the Debtor's statutory duties. The firm will be paid at these rates: Trevor A. Jenkins, Partner $845 per hour Kyle S. Hirsch, Partner $850 per hour Justin D. Hanna, Associate $660 per hour Brigid Ndege, Associate $595 per hour Deborah Field, Paralegal $455 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kyle S. Hirsch, Esq., a partner at Bryan Cave Leighton Paisner 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: Kyle S. Hirsch, Esq. Bryan Cave Leighton Paisner LLP The Dallas Arts Tower 2200 Ross Avenue, Suite 4200W Dallas, TX 75201 Tel: (214) 721-8000 Fax: (214) 721-8100 Email: kyle.hirsch@bclplaw.com About Ric (Lavernia) LLC RIC (Lavernia) LLC filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 24-51195) on June 27, 2024, listing $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Gianfriddo as authorized representative, signed the petition. Judge Michael M Parker oversees the case. BRYAN CAVE LEIGHTON PAISNER LLP serve as the Debtor's legal counsel. RLB FOOD: Creditors to Get Proceeds From Liquidation ---------------------------------------------------- RLB Food Distributors, LP, d/b/a FreshPro Food Distributors, filed with the U.S. Bankruptcy Court for the District of New Jersey a Plan of Liquidation for Small Business dated July 12, 2024. The Debtor operated as a full line high quality distributor of conventional and organic produce, fresh cut fruits and vegetables; deli items, cheese, chilled prepared foods and other related products distributed to the upscale food arena, including food markets, specialty stores and convenience stores. The Debtor has determined that the highest and best return to creditors will be through an orderly liquidation of all of its assets. As of the Effective Date of the Plan, the Debtor will have wound down its business in a way to maximize a return of cash to the Debtor. Such cash proceeds from the liquidation and the wind-down, plus any cash left over from cash on hand as of the Effective Date of the Plan, will be used to pay priority general unsecured creditors pro rata according to their allowed claims after payment in full of: (1) Columbia Bank, the Debtor's secured creditor; (2) allowed PACA Claims; and (3) administrative expenses. Each administrative expense claim will be paid in full on the later of: (i) the effective date of the Plan, (ii) the date on which such administrative expense claim is allowed by the Court, or (iii) such later date as an administrative expense claimant consents to receive payment. All priority general unsecured claims will be eligible for pro rata distribution from available funds after payment of: (1) Columbia; (2) allowed PACA Claims; and (3) administrative claims. At this time, it is not possible to estimate what the distribution to priority general unsecured creditors will be because the Debtor is still accruing administrative expenses and the Debtor is: (i) investigating causes of action that may bring assets into its estate through judgments or settlements, and (ii) the Debtor may object to certain claims. Therefore, the amount available for Distributions to Allowed Priority General Unsecured Claims may increase or decrease prior to a final distribution based on what value the Debtor can realize from the liquidation of its assets and the wind-down of its business. The Debtor does not anticipate being in a position where it would be able to make a distribution to general unsecured creditors. The Debtor listed $32,500.00 of general unsecured priority debt consisting of unpaid bonuses owing to three employees prior to the petition date. The Debtor listed $4,895,206.85 of general unsecured non-priority debts consisting of, among other things, trade and business debt, vendor and service fees. Class 2 consists of General Unsecured Claims. Pro rata payment of Allowed Unsecured Claim as soon as practicable following payment in full of: (1) Columbia; (2) allowed PACA Claims; (3) administrative claims; and (4) allowed priority general unsecured claims. The Debtor does not anticipate there being any funds available for distribution to general unsecured creditors. The Debtor will use its (1) Cash; (2) A/R; (3) Money Market; (4) proceeds of Avoidance Actions; and (5) the proceeds from the already completed liquidation of: (i) FFE and (ii) Inventory to pay Columbia in full, PACA Creditors in full, the costs of administration in full, and allowed priority and general unsecured creditors to the extent possible. A full-text copy of the Liquidating Plan dated July 12, 2024 is available at https://urlcurt.com/u?l=gFFbtP from PacerMonitor.com at no charge. Counsel to the Debtor: Barry J. Roy, Esq. Rabinowitz, Lubetkin & Tully LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Telephone: (973) 597-9100 Facsimile: (973) 597-9119 About RLB Food Distributors LP RLB Food Distributors LP is a supplier of organic produce, fresh-cuts, deli items, cheese, chilled foods and other products related to the perishable food arena. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-12110) on Feb. 28, 2024. In the petition signed by Pat Mele III, executive VP, CFO, the Debtor disclosed $4,738,212 in assets and $5,432,706 in liabilities. Judge John K. Sherwood oversees the case. Donald W. Clarke, Esq., at GENOVA BURNS LLC, is the Debtor's legal counsel. ROCKY MOUNTAIN: Appoints Carrie E. Cass as Chief Financial Officer ------------------------------------------------------------------ Rocky Mountain Chocolate Factory, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 18, 2024, the board of directors of the Company appointed Carrie E. Cass as Chief Financial Officer of the Company, to be effective on August 5, 2024. Carrie E. Cass, age 59, served most recently, from December 2023 until present, as Comptroller of Aztec Well Servicing Co. and its subsidiaries, a large oil and gas company based in Aztec, New Mexico. Prior to joining Aztec Well Servicing Co., Ms. Cass served in various roles for over six years with Ballantine Communications, Inc., a multimedia agency in Durango, Colorado. Most recently, Ms. Cass served as Chief Executive Officer of Ballantine from May 2022 to December 2023 and as a member of the Board of Directors of Ballantine from October 2021 to present. Ms. Cass served as Interim Chief Executive Officer of Ballantine from October 2021 to May 2022 and as Director of Finance & Administration from October 2017 to October 2021. Ms. Cass earned her BS in Business Administration and Accounting from California State University Northridge and is a certified public accountant. In connection with her appointment, Ms. Cass and the Company entered into an offer letter, which provides that Ms. Cass will receive (i) an annual base salary of $200,000, (ii) performance-based annual cash bonuses, (iii) equity awards, as described below and (iv) customary employee benefits. Pursuant to the Offer Letter, Ms. Cass will be employed as an "at-will" employee of the Company and will have no specified term as Chief Financial Officer. Subject to the terms and conditions set forth in the Offer Letter, Ms. Cass will be eligible to receive her initial Annual Bonus for the Company's fiscal year ending February 28, 2025 at an initial target of 50% of Ms. Cass's annual base salary, subject to achievement of Company performance goals established by the Compensation Committee of the Board for the applicable fiscal year and reduced by standard payroll deductions and tax withholdings. Ms. Cass's Annual Bonus will be prorated based on the number of days during the fiscal year for which she serves as Chief Financial Officer. In connection with her appointment, Ms. Cass will be awarded a special equity incentive grant with a grant date fair value of $140,000 in the form of restricted stock units. Performance-based RSUs will represent 60% of the Equity Incentive Grant and time-based RSUs will represent 40% of the Equity Incentive Grant. For time-based RSUs, one-third of the RSUs will vest on the last day of the Company's fiscal year ending February 28, 2025, with the remaining two-thirds vesting quarterly thereafter until fully vested on the last day of the Company's fiscal year ending February 28, 2027. The Performance-based RSUs will vest according to the achievement of certain performance targets established by the Compensation Committee within the performance period, which will commence on August 5, 2024 and end on the last day of the Company's fiscal year ending February 28, 2027. The RSUs will be governed by the terms of the Company's 2007 Equity Incentive Plan (as amended from time to time) and the award agreement evidencing the RSU grant. Ms. Cass will be eligible for additional long-term equity incentive grants annually, as approved by the Compensation Committee of the Board, in its sole discretion. "Carrie's extensive background in manufacturing accounting, financial management and strategic leadership makes her a valuable addition to our executive team," said Jeff Geygan, Interim CEO of RMCF. "Her proven track record in driving financial performance and her experience with cost accounting will be critical as we execute our updated three-year strategic plan." Commenting on her appointment, Ms. Cass stated: "Rocky Mountain Chocolate Factory has exceptional brand equity given its loyal consumer following and strong customer base, and I am thrilled to lead its finance organization. I look forward to working closely with Jeff and the leadership team to execute our plans and return RMCF to sustainable growth and profitability." About Rocky Mountain Chocolate Factory Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an international franchisor, confectionery producer and retail operator. Founded in 1981, the Company produces an extensive line of premium chocolate candies and other confectionery products. As of February 29, 2024, the Company has $20.6 million in total assets, $9.9 million in total liabilities, and $10.6 million in total stockholders' equity. New York, N.Y.-based CohnReznick LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 13, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations in recent years and is dependent on debt financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. ROCKY MOUNTAIN: Bradley Radoff, Foundation Disclose Stakes ---------------------------------------------------------- The Radoff Family Foundation and Bradley L. Radoff disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of June 28, 2024, they beneficially owned shares of Rocky Mountain Chocolate Factory, Inc.'s common stock. As of June 28, 2024, the Radoff Foundation beneficially owns directly 142,678, representing 2.2% of the shares outstanding. Meanwhile, Mr. Radoff beneficially owns directly 462,548 Shares, representing 9.5%. As a director of the Radoff Foundation, Mr. Radoff may be deemed to beneficially own the 142,678 Shares owned by the Radoff Foundation. The aggregate percentage of Shares reported owned by each person is based upon 6,341,595 Shares outstanding as of July 11, 2024, which is the total number of Shares outstanding as reported in the Rocky Mountain's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 15, 2024. A full-text copy of the SEC Report is available at: https://tinyurl.com/43evbcy5 About Rocky Mountain Chocolate Factory Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an international franchisor, confectionery producer and retail operator. Founded in 1981, the Company produces an extensive line of premium chocolate candies and other confectionery products. As of February 29, 2024, the Company has $20.6 million in total assets, $9.9 million in total liabilities, and $10.6 million in total stockholders' equity. New York, N.Y.-based CohnReznick LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 13, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations in recent years and is dependent on debt financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. RODAN & FIELDS: In Restructuring Deal Negotiations for Fresh Cash ----------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that TPG-backed skincare company Rodan & Fields is in talks to hand control of the company to creditors and receive fresh cash, according to people with knowledge of the situation. The company is in discussions to receive a new $75 million second-lien term loan and swap existing debt for new, longer-dated obligations as part of a deal that would also rework the creditor payout pecking order, said the people, who asked not to be identified discussing a private matter. About Rodan & Fields Rodan & Fields, LLC -- https://www.rodanandfields.com/en-us/ -- known as Rodan + Fields or R+F, is an American multi-level marketing company specializing in skincare products. ROYAL CARIBBEAN: S&P Rates New $1.5BB Senior Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to Royal Caribbean Cruises Ltd.'s proposed $1.5 billion senior unsecured notes due 2033. The '4' recovery rating indicates its expectation of average (30%-50%; rounded estimate: 45%) recovery for noteholders in the event of a payment default. The company intends to use the proceeds from these notes, along with borrowings under its revolving credit facilities, to redeem all of the outstanding $1.0 billion 9.25% guaranteed unsecured notes due 2029 and $500 million of its outstanding $1.0 billion 8.25% senior secured notes due 2029 and to pay fees and expenses in connection with the redemptions. S&P said, "The transaction is debt-for-debt and does not affect our 'BB+' issuer credit rating or stable outlook on Royal. We expect the transaction will reduce interest expense and improve cash flow because we assume the interest rate on the new notes will be lower than the interest rate on the notes it is repaying given Royal's improved credit quality since it issued these two series of notes in October 2022." Furthermore, the transaction will improve Royal's maturity profile by extending the maturity of approximately two-thirds of its debt due in 2029 by four years. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P assigned its 'BB+' issue-level rating and '4' recovery rating to Royal's proposed $1.5 billion senior unsecured notes. The '4' recovery rating indicates S&P's expectation of average (30%-50%; rounded estimate: 45%) recovery for noteholders in the event of a payment default. -- S&P's issue-level rating on Royal's senior secured notes is 'BBB-'. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery. S&P caps its issue-level ratings for most speculative-grade issuers at 'BBB-' regardless of its recovery rating. This deemphasizes the weight recovery plays in notching up issue-level ratings for issuers near the investment-grade threshold because recovery is a smaller component of credit risk when default risk is more remote, particularly considering recovery prospects may be less predictable and more variable for these issuers. -- S&P said, "Our issue-level rating on Royal's guaranteed unsecured notes due 2030 and revolving credit facilities is 'BB+'. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery. While our estimated level of recovery for the guaranteed unsecured notes would indicate a recovery rating of '1' (90%-100% recovery), we cap our recovery ratings on the unsecured debt issued by companies we rate in the 'BB' category at '3'. This cap addresses that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt before default." -- S&P's issue-level rating on Royal's existing unsecured and unguaranteed debt is 'BB+'. The recovery rating remains '4', indicating its expectation for average (30%-50%; rounded estimate: 45%) recovery. -- S&P said, "We use a combined enterprise valuation (EV) approach for Royal and a discrete asset valuation (DAV) for its Silversea subsidiary to arrive at our estimate of the value available to cover Royal's debt claims. Our valuation incorporates residual value from Silversea, after satisfying outstanding ship-related debt at Silversea, that will be available to help cover the unsecured and unguaranteed claims at Royal." Certain Royal subsidiaries pledge specific collateral and provide guarantees of various priorities to different parts of the capital structure. S&P said, "In our analysis, the recovery prospects for Royal's debt instruments that benefit from guarantees reflect the value we attribute to the applicable guarantor subsidiaries along with the priority of the guarantees supporting the instrument. The recovery prospects for the debt instruments that lack subsidiary guarantees reflect their pro rata share of the value we attribute to the parent on a stand-alone basis and the residual value, if any, from the guarantor subsidiaries after accounting for any debt they guarantee." The value from these subsidiaries is available to cover specific claims on a first-, second-, or third-priority basis. Specifically: --Royal's secured notes are secured by certain collateral, including 26 of its ships, up to an amount permitted by the company's debt agreements and the 2029 collateral cap. The secured notes also benefit from a guarantee from certain Royal subsidiaries, including Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc. Under our analysis, the pledged collateral covers most of the estimated secured claims at default. S&P believes the remaining secured note claims at default would be covered by unsecured guarantees. --Royal's guaranteed unsecured notes are guaranteed by Royal's RCI Holdings LLC subsidiary, which holds seven vessel-owning special-purpose vehicles. Under S&P's analysis, the guarantees from RCI fully cover the estimated guaranteed unsecured notes at default. --Royal's unsecured revolvers and certain other specified pieces of debt in the capital structure benefit from a first-priority guarantee from the company's RCL Holdings LLC, RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd. subsidiaries and a second-priority guarantee from RCI Holdings. Under S&P's analysis, these guarantees fully cover the estimated revolvers and other specified claims at default. Royal's export credit agreement (ECA) debt, relating to various ship-specific financings, benefit from a first-priority guarantee from Celebrity Cruise Lines Inc. (parent of secured notes guarantors Celebrity Cruise Holdings Inc. and Celebrity Cruises Inc.), a second-priority guarantee from RCL Holdings LLC, RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd., and a third-priority guarantee from RCI Holdings LLC. S&P said, "Under our analysis, these guarantees do not fully cover our estimate of the outstanding ECA debt at default, which includes incremental ECA borrowings based on our assumptions for ship deliveries over the next few years. We assume any deficiency not covered by the guarantees would rank pari passu with all of Royal's unsecured and unguaranteed debt." Royal's unsecured and unguaranteed debt benefit from unpledged value at the parent, residual value from its Silversea subsidiary, and residual value from other subsidiaries after accounting for collateral pledges and guarantees provided to other pieces of debt in the capital structure. Under S&P's analysis, this value covers only a portion of the estimated unsecured, unguaranteed, and pari passu deficiency claims at default. Simulated default assumptions: -- S&P's simulated default scenario considers a default occurring in 2029 due to a significant decline in the company's cash flow stemming a prolonged economic downturn, a significant health or safety event, escalating geopolitical conflicts, or increased competitive pressures that cause a significant reduction in demand for cruising. -- S&P estimates a gross EV at emergence of about $16.3 billion, which reflects its EV of $15.3 billion for Royal and its DAV for Silversea of $1 billion. -- S&P said, "We arrive at our EV for Royal by applying a 7x multiple to our estimate of its EBITDA at emergence. This multiple is at the high end of our range for leisure companies and reflects Royal's good position as the second-largest global cruise operator, which we view as a small but underpenetrated part of the overall travel and vacation industry, and its high-quality brands." -- S&P said, "The value from Silversea reflects our estimate of the residual value after satisfying our estimate of claims issued at Silversea that are outstanding at default. Our calculation of the DAV at Silversea reflects discounts (35%-50% depending on the age of the ship) applied to the appraised value or cost of Silversea's ships. We estimate the claims at default at Silversea largely comprise amounts outstanding under the financing for the Silver Dawn given the recent repayment of a material portion of the Silver Moon debt and the maturity of the remainder prior to our assumed default year." -- S&P said, "We attribute our estimate of the company's gross EV at emergence to various parts of the capital structure based on our understanding of the contribution, by asset value, of the parent and its various subsidiaries that provide security and/or guarantees." -- S&P understands Silversea does not guarantee any debt issued by Royal or its other subsidiaries. Therefore, S&P assigns all the DAV at Silversea to the parent. -- S&P's estimated gross EV at emergence assumes approximately 46% is available to cover the secured notes, about 29% is available to cover the guaranteed unsecured notes, just under 10% is available to cover the guaranteed revolvers and certain other specified pieces of unsecured debt, and about 15% is available to cover all remaining unsecured and unguaranteed debt and pari passu claims that aren't fully covered by the applicable guarantees. -- In S&P's analysis, any claims of guaranteed debt not fully covered by the applicable guarantees rank pari passu with all of Royal's unsecured and unguaranteed debt. -- S&P includes in the unsecured claims new ship debt that it expects it to incur before the default year. -- S&P assumes Royal's revolvers are 85% drawn at default. Simplified waterfall: -- EBITDA: $2.2 billion -- EBITDA multiple: 7x -- Gross enterprise value excluding Silversea: $15.3 billion -- Residual gross DAV at Silversea: $1 billion -- Total gross enterprise value: $16.3 billion -- Net enterprise value after administrative expenses (5%): $15.5 billion -- Total value attributed to entities securing and guaranteeing the secured notes: $7.2 billion -- Estimated secured debt at default: $0.5 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Residual value: $6.6 billion -- Residual value (attributed to Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc.) available for ECA debt that has a first-priority guarantee from Celebrity Cruise Lines Inc.: $2.5 billion -- Residual value (attributed to entities other than Celebrity Cruises) available for unsecured and unguaranteed debt at parent Royal Caribbean Cruises Ltd.: $4.2 billion -- Total value attributed to entities guaranteeing the guaranteed unsecured notes: $4.5 billion -- Estimated guaranteed unsecured notes at default: $0.7 billion --Recovery expectations: Capped at 50%-70% (rounded estimate: 65%) -- Residual value available for second-priority guaranteed debt (revolvers and certain other pieces of debt): $3.8 billion -- Total value attributed to entities providing a first-priority guarantee to Royal's revolvers and certain other specified pieces of guaranteed debt, and value from second-priority guarantees: $5.2 billion -- Estimated revolver and other certain guaranteed balances at default: $3.3 billion --Recovery expectations: Capped at 50%-70% (rounded estimate: 65%) -- Residual value available for second-priority guaranteed debt (ECA debt): $1.9 billion -- Total value available to ECA debt from first- and second- priority guarantees: $4.4 billion -- Estimated ECA debt at default: $8.9 billion -- ECA deficiency claims that are pari passu to Royal's unsecured and unguaranteed debt: $4.4 billion -- Total value attributed to the parent and remaining enterprise value from subsidiaries that provide guarantees and collateral: $6.6 billion -- Estimated unsecured, unguaranteed, and pari passu deficiency claims at default: $13.7 billion --Recovery expectations: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. SAN BENITO: Hazel Hawkins Fights for Bankruptcy Eligibility ----------------------------------------------------------- Alex Wolf of Bloomberg Law reports that a troubled California municipal hospital operator urged a federal judge to allow its reentry into insolvency protection, saying its dire finances weren't properly analyzed by a bankruptcy court that dismissed its case. The San Benito Health Care District, which operates the 25-bed Hazel Hawkins Memorial Hospital and a number of other rural health care facilities across San Benito County, contends that the US Bankruptcy Court for the Northern District of California improperly threw out its case earlier this year by taking an "unduly narrow" view of its eligibility. About Hazel Hawkins Memorial Hospital Hazel Hawkins Memorial Hospital -- http://www.hazelhawkins.com/-- is a full-service, public agency hospital delivering modern medicine and compassionate care to the growing San Benito County community. HHMH offers hundreds of health services across multiple locations, including top-tier specialists, a modern Emergency Department, and a state-of-the-art Women's Center. San Benito Health Care District, which operates Hazel Hawkins Memorial Hospital in Hollister, California, filed a Chapter 9 petition (Bankr. N.D. Cal. Case No. 23-50544) on May 23, 2023. The Debtor's counsel: Michael A. Sweet Fox Rothschild LLP 415-364-5540 msweet@foxrothschild.com SAND CASTLE: Seeks to Hire Victor W. Dahar as Bankruptcy Counsel ---------------------------------------------------------------- Sand Castle Construction and Hardscape LLC seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Victor W. Dahar, P.A. as bankruptcy counsel. The firm will render these services: (a) assist with preparation and review of bankruptcy schedules, statements of financial affairs and other documents required for filing the Debtor's case pursuant to the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and this court's local bankruptcy rules; (b) represent the Debtor at the meeting of creditors and at various other hearings in this case; (c) negotiate with the Debtor's secured creditors regarding the use of cash collateral; (d) negotiate with the Debtor's counterparties regarding the assumption or rejection of executory contracts and leases; (e) negotiate with the Debtor's creditors and other parties in interest regarding a plan of reorganization and disclosure statement; (f) negotiate with possible buyers of all or substantially all of the Debtor's real property; (g) prepare objections to motions for relief and post-petition/take-out financing issues; (h) prepare objections to motions and pending issues as they arise; (i) represent for turnover, preference actions, and other avoidance and/or subordination actions; (j) advise the Debtor regarding issues arising in this Chapter 11 proceeding; (k) review and analyze claims against the Debtor and the proper treatment of such claims; (l) negotiate with the creditor's committee, if any, and creditors, as necessary; and (m) perform all other necessary and proper legal services in connection with the Debtor's Chapter 11 case. The firm will charge $300 per hour for its legal services. The firm also received a retainer in the amount of $12,000 including the filing fee from the Debtor. Eleanor Wm. Dahar, Esq. an attorney at Victor W. Dahar, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eleanor Wm. Dahar, Esq. Victor W. Dahar, PA 20 Merrimack Street Manchester, NH 03101 Telephone: (603) 622-6595 Facsimile: (603) 647-8054 Email: vdaharpa@att.net About Sand Castle Construction and Hardscape LLC Sand Castle Construction and Hardscape LLC specializes in paver driveways, patios, hardscape construction, renovations, add-ons, and remodeling. Sand Castle Construction and Hardscape LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10460) on July 2, 2024. In the petition filed by Ian H. Ramage, as member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Bruce A. Harwood handles the case. The Debtor is represented by Eleanor Wm. Dahar, Esq. at VICTOR W. DAHAR PROFESSIONAL ASSOCIATION. SCILEX HOLDING: Appoints Annu Navani, M.D. as Director ------------------------------------------------------ Scilex Holding Company announced July 23 that it has added to its Board of Directors a highly accomplished leader in interventional and multidisciplinary spine, musculoskeletal and orthopedic care, Annu Navani, M.D. Dr. Navani has served as the chief executive officer of Comprehensive Spine and Sports Center since 2008, a leader in interventional and multidisciplinary spine, musculoskeletal, and orthopedic care. Over the last decade, she has scaled her solo practice into a large multispecialty group with more than twenty service lines operating across multiple state-of-the-art centers in Northern and Southern California. In 2022, Dr. Navani sold the practice to a private equity group and now serves as the chief medical officer of Boomerang Healthcare, which has nearly thirty locations in California. Since 2003, Dr. Navani has also served as an Adjunct Clinical Associate Professor in the Division of Pain at Stanford University School of Medicine. Additionally, she has been the Medical Director at Le Reve Regenerative Wellness, a center for cutting-edge regenerative and wellness solutions, for more than a decade. Dr. Navani completed her Anesthesiology residency at the Medical College of Wisconsin, Milwaukee, and her Fellowship in Pain Medicine at the University of California, Davis. She is board certified in Anesthesiology and Pain Medicine by the American Board of Anesthesiology, Interventional Pain by the American Board of Interventional Pain Physicians, and Regenerative Medicine by the American Board of Regenerative Medicine. Dr. Navani serves on the board of several professional organizations, including the American Society of Interventional Pain Physicians, The Ortho Biologic Institute Networks, and the Latin American Pain Society. She has extensive publications in multidisciplinary pain management and has authored several national guidelines, including those on opioids, interventional spine procedures, and biologics. Dr. Navani is a global authority on healthcare trends, including digital health, technology innovations, and applied biologics. "I am thrilled to join the Scilex Board of Directors, a company known for its innovative work in non-opioid pain management therapies. I look forward to collaborating with my fellow board members and the talented team at Scilex to further advance the development of transformative pain management treatments that have the potential to change lives," said Annu Navani, M.D. "It is with great pleasure that we welcome Dr. Annu Navani to the Scilex Board of Directors during this exciting time of growth at the company. Building on our achievement of multiple transformational milestones, we believe Annu's significant track record in academia and private practice in sports and pain medicine will serve Scilex well as we look to progress our commercial non-opioid and innovative pipeline of investigational products to deliver acute and chronic pain therapies faster and more reliably, and will add additional important Board-level expertise to the guidance and oversight of our pain management therapy programs," said Jaisim Shah, chief executive officer and president of Scilex. In connection with her appointment to the Board, in accordance with the Company's Non-Employee Director Compensation Policy, Dr. Navani will be granted an initial stock option to purchase 250,000 shares of common stock, which will vest monthly over a period of 48 months from the date of grant, subject to her continued service on the Board through each vesting date. About Scilex Holding Headquartered in Palo Alto, Calif., Scilex Holding Company is focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and are dedicated to advancing and improving patient outcomes. Scilex's commercial products include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has negative working capital, has suffered losses from operations, has recurring negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SEAWORLD PARKS: S&P Rates New Term Loan B and Revolver 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating to SeaWorld Parks & Entertainment Inc.’s proposed $1.5 billion term loan B due 2031 and $700 million secured revolver due 2029. The recovery rating is '2', indicating our expectation for substantial (70%-90%; rounded estimate: 75%) recovery for lenders in the event of a default. SeaWorld is a wholly owned subsidiary of United Parks & Resorts Inc. (BB/Stable). S&P said, "The company intends to use the proceeds from the issuance to refinance its existing term loan B due 2028, and therefore we view the proposed transaction as credit neutral. SeaWorld also plans to upsize its revolving credit facility to $700 million from $390 million and extend the maturity by three years to 2029. As a result, we lowered our rounded recovery estimate to 75% from 85% because the revolver upsize reduces the residual value available to and recovery prospects for its secured lenders. "We continue to assume United Parks' S&P Global Ratings-adjusted net debt to EBITDA will be 2.5x-3.0x in 2024, supported by improved attendance from higher group bookings and new park attractions. We expect 1%-2% per capita spending growth in 2024 as a result of continued price increases on season passes and higher international attendance. We believe United Parks can maintain S&P Global Ratings-adjusted debt to EBITDA below our 3.75x downgrade threshold; however, we believe the company could increase its leverage given suitable mergers and acquisition opportunities." Issue Ratings--Recovery Analysis Key analytical factors -- S&P rates SeaWorld's senior secured debt, comprising the upsized $700 million revolving credit facility due 2029 and proposed $1.5 billion first-lien term loan due 2031, 'BB+' with a '2' recovery rating. S&P's recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 75%) recovery for the first-lien lenders in the event of a payment default. -- S&P's 'B+' issue-level rating and '6' recovery rating on SeaWorld's existing $725 million senior unsecured notes due 2029 indicate our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of default. -- S&P's simulated default scenario contemplates a default occurring by 2029 due to protracted economic weakness, a downturn in leisure travel, and continued public pressure on United Parks' operations. In addition, it assumeS relatively strong competitive offerings and new attractions in surrounding regions reduce the company's park attendance. -- S&P applies a 6.5x EBITDA multiple, which is in line with other regional park operators. -- S&P assumes the revolving credit facility is 85% drawn at default after excluding the unused portion of letters of credit. Simulated default assumptions -- Year of default: 2029 -- EBITDA at emergence: $268 million -- EBITDA multiple: 6.5x Simplified waterfall -- Net recovery value for waterfall (after 5% administrative expenses): $1.65 billion -- Obligor/nonobligor valuation split: 100%/0% -- Value available for first-lien claims: $1.65 billion -- Estimated first-lien debt: $2.13 billion --Recovery expectations: 70%-90% (rounded estimate: 75%) -- Residual value available to second-priority claims: $0 -- Estimated second-lien debt: $744 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. SHOWTIME ACQUISITION: S&P Assigns 'B-' ICR, Outlook Positive ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issuer credit rating to Pigeon Forge, Tenn.-based live dinner attraction and family entertainment operator Showtime Acquisition LLC, which will be the borrower of the proposed debt and is the issuer of the entity's audited financial statements. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed revolving credit facility and term loan B. The '3' recovery rating indicates its expectation of meaningful (50-70%) recovery in the event of a default. The positive outlook reflects S&P's expectation that organic growth, EBITDA contribution from the Titanic Museums, and the planned opening of the Panama City Beach development will enable the company to reduce leverage to around 5.5x and generate positive free operating cash flow in 2025. Financial sponsor-owned Showtime will have high leverage and negative free operating cash flow following the refinancing transaction. S&P expects S&P Global Ratings-adjusted debt to EBITDA to be in the low 6.0x area in 2024, improving to around 5.5x by 2025, driven by organic EBITDA growth, the Titanic Museum acquisition, and the Panama City Beach (PCB) new development. S&P Global Ratings' assessment of debt to EBITDA includes the treatment of preferred equity at Showtime's parent company as debt, that is held by a third-party investor. EBITDA interest coverage of 1.5x-2.0x reflects the company's reduced cost of debt following the completion of this transaction. However, private equity sponsor, ZMC (not rated) owns majority of the common equity of Showtime. S&P said, "Therefore, our assessment of Showtime's financial risk reflects the company's financial sponsor ownership, and the risk that ZMC could engage in transformative debt-financed mergers or acquisitions (M&A) or financially aggressive shareholder distributions, which could constrain longer-term deleveraging. We expect Showtime to generate positive free operating cash flow in 2025, which could be deployed for acquisitions and business investments, rather than debt principal paydown." Showtime's dinner concepts have good brand recognition and low break-even rates coupled with high per capita spending which result in high margins. Showtime's strategy is to operate live entertainment shows in regional tourist destinations in the Southeast U.S. The company operates over 3,400 shows annually across its 10 concepts and three geographic locations with an average occupancy of about 75% across all venues. Its core markets attract a largely domestic tourist population demographic, composed mostly of families driving from neighboring states. Core concepts include Dolly Parton's Stampede, Pirates Voyage, and Hatfield & McCoy, each concept featuring a multicourse meal coupled with its live entertainment productions. During 2023, the company commenced construction for the next location of its Pirates Voyage dinner theater which it expects to open in Panama City Beach in Spring 2025. In February 2024, the company acquired the Titanic Museum Attractions, which house the world's largest collection of Titanic artifacts. A sizeable portion of dinner show guests are either repeat patrons to the dinner show or have seen another Showtime concept, which supports our view that the company has good brand recognition within its markets. Showtime enjoys per capita spending of more than $70 at its largest core concepts, which favorably compares to around $60 at regional theme park, Six Flags Entertainment Corp (BB+/Stable). In addition, the company has a highly variable cost structure and largely wholly owned asset base, which results in above average EBITDA margins of around 50% and a 22% breakeven occupancy, well below its 75% average occupancy. Attendance at the company's core concepts has improved following the Covid-19 pandemic, but has not fully recovered to pre-pandemic levels. However, the company has been able to offset attendance levels with increased ticket prices. Showtime benefits from owning its assets as well as minimal spending on maintenance capital expenditures compared to rated theme park and attraction peers. Showtime owns the majority of its venues and intellectual property (IP), which enables its significant operating leverage as a direct result of a comparatively lower fixed cost base. This also provides financial flexibility in a distressed scenario. Capital expenditure requirements are low given that Showtime's long-lived shows require minimal ongoing investments. The company's total capital expenditure is expected to normalize to about $4 million per year following the completion of the Panama City Beach new development. The company's margin profile, low capital expenditures, and favorable working capital dynamics will enable Showtime to generate stable and consistent free operating cash flow in 2025 and 2026 following elevated capital spending for Panama City Beach. Macroeconomic uncertainties and a decline in consumer discretionary spending remain a key downside risk. S&P Global economists revised the U.S. GDP forecast upward to 2.5% for 2024, slowing to 1.7% growth in 2025 due to an expected decline in consumer sentiment. As consumers navigate higher interest rates and higher prices while depleting their accumulated COVID-19 shutdown-era savings, Showtime could see unexpected revenue volatility if its customer base becomes financially constrained. This risk is particularly relevant for the launch of the Panama City Beach development. These risks are somewhat mitigated by Showtime's longstanding track record of operating its portfolio of live entertainment venues across its markets, even through various market downturns. Furthermore, given its higher income consumer target demographic, Showtime was able to raise prices during prior economic downturns to comfortably sustain its unit economics supported by its unique offerings and brand recognition. S&P said, "The positive outlook reflects our expectation that organic growth, EBITDA contribution from the Titanic museums, and the planned opening of the Panama City Beach development in 2025 will enable the company to reduce leverage to around 5.5x and generate positive free operating cash flow. "We could revise the outlook to stable if Showtime's S&P Global Ratings-adjusted debt to EBITDA remains above 6.25x and free operating cash flow to debt remains below 5%. This could occur due to persistently lower attendance levels due to an economic downturn, debt-financed shareholder returns or acquisitions, or because of operational mis-steps with the Titanic acquisition and the launch of the new Panama City Beach development. "We could raise the rating if the company is able to reduce and maintain S&P Global Ratings-adjusted debt to EBITDA comfortably below 6x and generate positive free operating cash flow to debt above 5%, despite any volatility in show attendance. This could occur through revenue and EBITDA growth, including the successful execution of the Titanic Museums and the launch of the new PCB location." SIYATA MOBILE: SD7 Now Part of Verizon's Stocked Handset Portfolio ------------------------------------------------------------------ Siyata Mobile Inc., in collaboration with Verizon, announced July 26 the launch of the Siyata SD7, a purpose-built, mission-critical push-to-talk device designed to help revolutionize communication for first responders and enterprise clients across the United States. Cory Davis, vice president of Verizon Frontline, commented, "We are excited to bring the Siyata SD7 directly to our customers. As the nation's number one network choice in public safety, Verizon Frontline is committed to providing cutting-edge technology that supports the critical work of first responders. This device is a potential game-changer for first responders and enterprise clients, providing a rugged, easy-to-use 'cellular radio' solution that delivers excellent coverage, improved functionality and low start-up and operating costs." Marc Seelenfreund, CEO of Siyata, commented, "We are extremely optimistic about the opportunities for the SD7 handset as a stocked item by Verizon. We are confident that the Verizon sales teams will hit the ground running and help convert traditional radio users over to Verizon's Push to Talk Plus solution, while allowing them to operate on Verizon's superior cellular network." Key features of the Siyata SD7 include: * Mission-Critical Push-to-Talk (MCPTT): The Siyata SD7 is designed for mission-critical communication, providing first responders and enterprise clients with the reliability and functionality they need to stay connected in any situation. * Purpose-Built for First Responders: The Siyata SD7 is purpose-built "cellular radio" for first responders, with a rugged design that can withstand the rigors of the field. It is also equipped with advanced features such as an emergency button and GPS tracking to ensure the safety and security of those in the line of duty. * Seamless Integration with Verizon Frontline: The Siyata SD7 is fully integrated with the Verizon network, providing users with access to an award-winning network. * Low Start-Up and Operating Costs: With superior coverage, improved functionality and low start-up and operating costs, the Siyata SD7 is a cost-effective solution for first responders and enterprise clients. About Siyata Mobile Siyata Mobile Inc. (Nasdaq: SYTA) 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. SIYATA MOBILE: Secures $1.2MM Follow-on Order From EMS Customer --------------------------------------------------------------- Siyata Mobile Inc. announced that it has received a $1.2 million order from an existing customer, a leading international EMS service provider, for additional units of the Company's PoC rugged handsets, Real Time View and related accessories. Marc Seelenfreund, CEO of Siyata, stated, "Building on our July 18, 2024 press release highlighting $4.5 million in new orders, this additional order for $1.2 million further shows the market demand for our Siyata solutions. This order is a great testament to our technology and the performance of our devices and monitoring system. This customer has repeatedly purchased our devices over the past two years to enable better collaboration and improve command and control of critical communications across its operation. Our devices are rugged, reliable and mission critical allowing EMS units and first responders to focus on emergency response and saving lives." 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 today. Siyata Mobile incurred a net loss of $12,931,794 during the year ended December 31, 2023. As of December 31, 2023, the Company had $15,512,405 in total assets, $5,805,065 in total liabilities, and $9,707,340 in total shareholders' equity. 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. SOLAR BIOTECH: Gets Court Okay for $2.3 Million Final DIP Loan -------------------------------------------------------------- Emlyn Cameron of Law360 Bankruptcy Authority reports that a Delaware bankruptcy judge said Friday, July 19, 2024, she would grant Solar Biotech permission to borrow a final $2.3 million debtor-in-possession loan in its Chapter 11 case, under terms worked out through additional negotiations, once the debtor submits a new proposed order with some tweaks. About Solar Biotech and Noblegen Solar Biotech, Inc. and Noblegen Inc. are biotechnology companies with nearly five years of experience in scaling biotech designs and prototypes on a commercial scale. They provide services to customers in the form of various phases, which are as follows: (i) concept development; (ii) develop prototypes; (iii) optimize costs; (iv) use prototype samples for business development and sampling; and (v) commercialization agreements to help transfer developed technology into commercial products. By offering a wide range of services, the Debtors are able to successfully meet the varying needs of its customers across the biotech market. Solar Biotech and Noblegen filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11402) on June 23, 2024, with $10 million to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Porzio, Bromberg & Newman, P.C. as bankruptcy counsel; Newpoint Advisors Corporation as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of The Rosner Law Group, LLC and Brinkman Law Group, PC. SOLAR BIOTECH: Hires Newpoint Advisors as Financial Advisor ----------------------------------------------------------- Solar Biotech, Inc. and Noblegen Inc. seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Newpoint Advisors Corporation as financial advisors. The firm will render these services: a) assist the Debtors with preparation of a 13-week cash forecast and variance reports/updated budgets; b) assist the Debtors with necessary bankruptcy filings, including monthly operating reports; c) assist the Debtors in building and maintaining a virtual data room for a sale process; d) assist the Debtors and its counsel in negotiations with various parties-in-interest; e) assist the Debtors in marketing their assets, evaluating qualified bids, structuring transactions and closing transactions to the highest and best bidder; f) provide chief restructuring officer services with the appointment of Mr. Yager as CRO consistent with the Engagement Agreement and corporate resolutions authorizing the bankruptcy filings and appointment of CRO; and g) assist in formulating a Chapter 11 plan and seek confirmation of such plan. The firm will be paid at these hourly rates: Senior Managing Director $415 Managing Director $395 Director $365 Senior Associate $325 Associate $295 Accounting/Bookkeeper $175-$275 Administration/Field Runner $175 Newpoint received a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ken Yager, a partner at Newpoint Advisors Corporation, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ken Yager Newpoint Advisors Corporation 750 Old Hickory Blvd Building 2, Suite 150 Brentwood, TN 37027 Tel: (800) 306-1250 Fax: (702) 543-3881 About Solar Biotech and Noblegen Solar Biotech, Inc. and Noblegen Inc. are biotechnology companies with nearly five years of experience in scaling biotech designs and prototypes on a commercial scale. They provide services to customers in the form of various phases, which are as follows: (i) concept development; (ii) develop prototypes; (iii) optimize costs; (iv) use prototype samples for business development and sampling; and (v) commercialization agreements to help transfer developed technology into commercial products. By offering a wide range of services, the Debtors are able to successfully meet the varying needs of its customers across the biotech market. Solar Biotech and Noblegen filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11402) on June 23, 2024, with $10 million to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Porzio, Bromberg & Newman, P.C. as bankruptcy counsel; Newpoint Advisors Corporation as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of The Rosner Law Group, LLC and Brinkman Law Group, PC. SOLAR BIOTECH: Seeks to Hire Porzio Bromberg & Newman as Counsel ---------------------------------------------------------------- Solar Biotech, Inc. and Noblegen Inc. seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Porzio, Bromberg & Newman, P.C. as their counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including, but not limited to, objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining authority to obtain postpetition financing, as applicable; g. advising the Debtors in connection with any potential sale of assets or negotiation, formulation and confirmation of a plan of reorganization or liquidation; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and j. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (a) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (b) advising the Debtors with respect to the post-petition use of estate assets; and (c) advising the Debtor on corporate and litigation matters. The firm will be paid at these hourly rates: John S. Mairo, Principal $920 Cheryl A. Santaniello, Principal $770 Christopher P. Mazza, Counsel $655 Dean M. Oswald, Associate $460 Maria P. Dermatis, Paralegal $370 Jessica M. O'Connor, Paralegal $330 Peri N. Balala, Paralegal $315 The firm received a retainer in the amount of $15,000. Porzio is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Cheryl A. Santaniello, Esq. Porzio, Bromberg & Newman, P.C. 300 Delaware Avenue, Suite 1220 Wilmington, Delaware 19801 Telephone: (302) 526-1235 Facsimile: (302) 416-6064 Email: casantaniello@pbnlaw.com About Solar Biotech and Noblegen Solar Biotech, Inc. and Noblegen Inc. are biotechnology companies with nearly five years of experience in scaling biotech designs and prototypes on a commercial scale. They provide services to customers in the form of various phases, which are as follows: (i) concept development; (ii) develop prototypes; (iii) optimize costs; (iv) use prototype samples for business development and sampling; and (v) commercialization agreements to help transfer developed technology into commercial products. By offering a wide range of services, the Debtors are able to successfully meet the varying needs of its customers across the biotech market. Solar Biotech and Noblegen filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11402) on June 23, 2024, with $10 million to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Porzio, Bromberg & Newman, P.C. as bankruptcy counsel; Newpoint Advisors Corporation as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of The Rosner Law Group, LLC and Brinkman Law Group, PC. SOLIGENIX INC: Registers 1.05MM Shares for Possible Resale ---------------------------------------------------------- Soligenix, Inc. filed a Preliminary Prospectus on Form S-1 with the U.S. Securities and Exchange Commission relating to the resale from time to time by certain selling stockholders -- Armistice Capital, LLC., Bigger Capital Fund, LP, District 2 Capital Fund LP, Patrick F. Keogh -- of up to 1,054,688 shares of common stock par value $0.001 per share of Soligenix, Inc., issuable upon exercise of Warrants to Purchase Shares of Common Stock. The July 2024 Warrants were issued pursuant to that certain Warrant Inducement Agreement dated as of July 9, 2024, by and among the Company and the Selling Stockholders. The July 2024 Warrants entitle holders to purchase shares of our Common Stock at an exercise price of $6.00 per share for a period of five years from issuance. Such shares of Common Stock underlying the July 2024 Warrants are collectively referred to herein as the "Resale Shares." The Company said, "We are registering the Resale Shares on behalf of the Selling Stockholders, to be offered and sold from time to time, to satisfy certain registration rights that we have granted to the Selling Stockholders pursuant to the Warrant Inducement Agreement." "The Selling Stockholders may resell or dispose of the Resale Shares to or through underwriters, broker-dealers, agents, or through any other means. The Selling Stockholders will bear the commissions and discounts, if any, attributable to the sale or disposition of the Resale Shares. We will bear all costs, expenses and fees in connection with the registration of the Resale Shares. We will not receive any of the proceeds from the sale of the Resale Shares by the Selling Stockholders." "Our Common Stock is listed on the Nasdaq Capital Market under the symbol "SNGX." On July 19, 2024, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $6.07 per share." A full-text copy of Preliminary Prospectus is available at: https://tinyurl.com/59cxaw6b 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. Soligenix incurred a net loss of $6,140,730 for the year ended December 31, 2023. As of March 31, 2024, the Company had $8.06 million in total assets, $7.29 million in total liabilities, and $768,372 in total shareholders' equity. SOLUNA HOLDINGS: Closes $30MM Funding From Spring Lane Capital -------------------------------------------------------------- Soluna Holdings,Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 22, 2024, the Company closed the financing on the Dorothy 2 project, where Soluna Digital, Inc. and Soluna DVSL II ComputeCo, LLC are collaborating on the development, design, procurement and construction of a 48 MW modular data center, owned by ComputeCo and operated by Soluna US Services, LLC, located in Briscoe County, TX at 9981 Co Rd F, Silverton TX 79257, and such data center may engage in cryptocurrency, batch processing, and other non-crypto related activities. The DVSL II Facility will be adjacent to two other Soluna modular data center projects co-located at the same site. The DVSL II Facility is financed by Soluna2 SLC Fund II Project Holdco LLC, which will make a capital contribution up to US $29,979,940, and the Company (the parent company of ComputeCo), which will make a capital contribution up to US $4,599,968, and as of the Effective Date became co-owners of ComputeCo with the Developer. The Dorothy 2 project also allows for a developer investment where the Developer can invest into ComputeCo up until the total ownership of Developer and its affiliates equals 49% ownership of the Class B Membership Interests. The terms of such developer investment are limited by the Developer investing within 30 days after the Effective Date (to be treated equal to the initial Investor), from day 31 to 180 days after the Effective Date (to be subject to a purchase price formula with a 20% discount rate), or 180 days after the Effective Date (where the Developer needs the initial Investor's approval to invest). On May 16, 2024, the Company closed on a US $1,000,000 financing of equipment and machinery to be purchased for the DVSL II Facility, pursuant to the terms of an Equipment Loan Agreement between SDI SL Borrowing - 1, LLC and Investor. On such date, the Investor lent the Borrower US $720,000 to purchase medium voltage cables and low voltage switchboards. The Borrower's debt under the ELA was later assigned to ComputeCo on the Effective Date. Subsequently, on the Effective Date, the Borrower satisfied and repaid the Borrowing Amount in full by issuing the Investor Class B Membership Interests in the Dorothy 2 project at three times the value of the Borrowing Amount (i.e., US $2,160,000). John Belizaire, CEO of Soluna, stated, "This significant investment from Spring Lane Capital propels our mission to scale our operational assets under management. Project Dorothy, our premier Bitcoin Hosting site, will double in size through this partnership with SLC. We look forward to working with the industry's top Bitcoin miners to deliver sustainable hosting and best in class services." "We are excited about Soluna's continued momentum over the last two years and, in particular, Project Dorothy 2's progress. The expansion comes at a time when solutions for the Texas electricity grid are gravely needed while simultaneously we are at an inflection point with AI and its effect on climate," said Robert Day, Co-founding Partner at Spring Lane Capital. "We believe the success of Soluna's model reflects the first truly positive solution when it comes to AI, computing and climate and we are proud to continue to support their breakthrough developments in the green data center sector." "SLC's innovative financing approach and robust project design supports Soluna's commitment to expanding its footprint in the renewable energy sector and advancing the scale of its Bitcoin Hosting services," John Belizaire continued. The Dorothy Name Soluna continues its tradition of naming its data centers after women scientists who help(ed) catalyze major innovation. Project Dorothy is named after Dorothy Vaughan, an African American mathematician and "human computer" who worked for the National Advisory Committee for Aeronautics and NASA in 1939. Learn more about Project Dorothy here. About Spring Lane Capital Spring Lane Capital is a private equity firm based in Boston, Mass. and Montreal, QC focused on providing hybrid project capital for sustainability solutions in the energy, food, water, waste, and transportation industries. The firm's structured financial model seeks to tap into some of the fastest-growing segments of these markets that more traditional forms of project capital cannot access due to their scale and the limitations of existing investment models – the so-called 'Missing Middle'. Spring Lane's pioneering "Developer U" is a first of its kind effort to build the ecosystem of developers of sustainable infrastructure projects. For more information, please visit www.springlanecapital.com. About Soluna Holdings Headquartered in Albany, New York, Soluna designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can co-locate with wind, solar, or hydroelectric power plants and support compute intensive applications including Bitcoin Mining, Generative AI, and Scientific Computing. This pioneering approach to data centers helps energize a greener grid while delivering cost-effective and sustainable computing solutions. As of March 31, 2024, the Company had $90.6 million in total assets, $41.8 million in total liabilities, and $48.9 million in total stockholders' equity. The Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others, indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year after issuance of the Companys condensed financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. SPOT AT ANDERSON: Taps Mr. Anapolsky of Anapolsky Advisors as CRO ----------------------------------------------------------------- The Spot at Anderson, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Anapolsky Advisors, Inc. to provide Jeffrey Anapolsky as chief restructuring officer. The firm will provide these services: 1) Manage all aspects of completing the construction of the Property, including supervising: a. CIVE, Inc. as general contractor; b. CE Engineers & Development Consultants, as architect; c. PearlX VPP Holdings, LLC, as solar partner. 2) Obtain a Certificate of Occupancy for the Property; 3) Engage and supervise Oak Leaf Property Managers or another leasing company for the Property; 4) Review and pay invoices from the Debtor's vendors; 5) Control the Debtor's bank account(s); 6) Deliver periodic reports to the Debtor's lenders BRMK Lending SPE I, LLC; PCGEZG, LLC; and NPSSS, LLC; 7) Address issues in the arbitration with Hwami Builders including working with outside counsel; 8) Negotiate with BRMK Lending SPE I (a/k/a Ready Capital) for a further extension; 9) Facilitate efforts to sell the Property (a "Transaction"), including, if appropriate, commencing bankruptcy or other insolvency proceedings (a "Reorganization"); 10) Assist the Debtor's counsel with finalizing legal documentation for all aspects of the Engagement, such as exhibits or other business aspects; and 11) Provide other services consistent with Mr. Anapolsky's role as CRO to which AA agrees in writing. The firm will be paid $15,000 per month. The firm received from the Debtor a retainer of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Anapolsky, a partner at Anapolsky Advisors, 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: Jeffrey Anapolsky Anapolsky Advisors, Inc. 5107 Aspen St. Bellaire, TX 77401 Tel: (713) 635-9695 Email: jeff@anapolsky.com About The 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. SPRINGS WINDOW FASHIONS: Creditor Group Hires Perella as Adviser ---------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that a creditor group to Clearlake Capital Group-backed Springs Window Fashions tapped Perella Weinberg Partners as an adviser as the company's debt falls further into distress, according to people familiar with the matter. The group executed a cooperation agreement that would bind those creditors to maintain a united front ahead of potential balance sheet negotiations, said the people, who asked not to be identified discussing a private matter. The group represents around 40% of term loan debt and roughly 70% of unsecured notes, said the people, adding that those figures may shift. About Springs Window Fashions Springs Window Fashions, LLC -- https://www.springswindowfashions.com/ -- manufactures and distributes home furnishing products. The Company produces products such as blinds, shades, panels, and drapery hardware. STENSON LANDSCAPE: Unsecureds to Get $5K per Month for 5 Years -------------------------------------------------------------- Stenson Landscape & Irrigation, Inc., submitted a Second Amended Plan of Reorganization dated July 12, 2024. The Plan provides for a reorganization and restructuring of the Debtor's financial obligations. The Plan provides for a distribution to Creditors in accordance with the terms of the Plan from the Debtor over the course of five years from the Debtor's continued business operations. This Plan also provides for the payment of administrative and priority claims. Class 1I consists of the Secured Claim of Blue Bridge 5023. Blue Bridge 5023 has filed a proof of claim asserting it is owed approximately $39,868.08. The Allowed Class 1G Claim shall be modified as set forth herein and paid by Reorganized Debtor. The unpaid principal balance of the Allowed Class 1I Claim is hereby allowed as an Allowed Secured Claim in the amount of $39,868.08. Simple interest shall accrue on the unpaid balance owed to the Allowed Class 1I Claim holder at the rate of 5.75% from and after the Confirmation Date. The Allowed Class 1I Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive monthly installments of $768.00 commencing the first day of the first full calendar month following the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1I Claim is paid in full. Class 1T consists of the Secured Claim of Blue Bridge 4469. Blue Bridge 4469 has filed a proof of claim asserting it is owed approximately $59,503.77. The Allowed Class 1G Claim shall be modified as set forth herein and paid by Reorganized Debtor. The unpaid principal balance of the Allowed Class 1T Claim is hereby allowed as an Allowed Secured Claim in the amount of $59,503.77. Simple interest shall accrue on the unpaid balance owed to the Allowed Class 1T Claim holder at the rate of 5.4% from and after the Confirmation Date. The Allowed Class 1T Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive monthly installments of $1,145.00 commencing the first day of the first full calendar month following the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1T Claim is paid in full. Class 3 consists of Non-priority Unsecured Claims. Each holder of an Allowed Unsecured Claim in Class 3 shall be paid by Reorganized Debtor from an unsecured creditor pool, which pool shall be funded at the rate of $5,000 per month. Payments from the unsecured creditor pool shall be paid quarterly, for a period not to exceed 5 years (20 quarterly payments) and the first quarterly payment will be due on the 20th day of the first full calendar month following the last day of the first quarter. The Debtor estimates the aggregate of all Allowed Class 3 Claims is less than $378,000 based upon Debtor’s review of the Court's claim register, Debtor's bankruptcy schedules, and anticipated Claim objections. Class 4 consists of the holders of Allowed Interests in the Debtor. The holder of an Allowed Class 4 Interest shall retain their interests in the Reorganized Debtor. The Debtor proposes to implement and consummate this Plan through the means contemplated by Sections 1123 and 1145(a) of the Bankruptcy Code. From and after the Effective Date, in accordance with the terms of this Plan and the Confirmation Order, the Reorganized Debtor shall perform all obligations under all executory contracts and unexpired leases assumed in accordance with Article 6 of this Plan. A full-text copy of the Second Amended Plan dated July 12, 2024 is available at https://urlcurt.com/u?l=hiJglj from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Stenson Landscape & Irrigation Stenson Landscape & Irrigation, Inc., is a small landscape business. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40243) on Feb. 1, 2024. In the petition signed by Tracy Terrell Doyle, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Brenda T. Rhoades oversees the case. DeMarco Mitchell, PLLC, serves as the Debtor's counsel. STEWARD HEALTH CARE: Paid CEO $3.8M 1 Year Before Chapter 11 ------------------------------------------------------------ Madeline Ashley of Becker's Hospital Review reports that Steward Health Care CEO Ralph de la Torre, MD, made a gross salary of $3,766,461 from May 8, 2023, to April 11, 2024, according to July 12, 2024 bankruptcy court documents obtained by Becker's. Dallas-based Steward, which filed for Chapter 11 bankruptcy May 6, revealed the compensation of some of the private, for-profit health system's top executives between mid-to-late 2023 and 2024 in the documents. Of note, Dr. de la Torre received two "vendor reimbursement" payments totaling $600,000. The details behind the reimbursements were not revealed in the documents. His total compensation for the 12-month period was more than $5.2 million. Prior to the health system filing for bankruptcy, Dr. de la Torre saw a gross salary of $4,175,863, The Boston Globe reported July 10. Fourteen Steward executives received at least $1 million in overall compensation, including multiple bonus payments, in the 12-month period before the health system filed for bankruptcy. Brian Dunn, president of Steward's West Region, made a gross salary of $163,461 but received a $3.5 million bonus. Michael Callum, MD, director and executive vice president of physician services, made a gross salary of $1,437,461, the documents revealed. While other for-profit health system CEOs saw an increase in salary over the last year, Dr. de la Torre saw a decrease. Nashville, Tenn.-based HCA Healthcare CEO Sam Hazen saw a compensation rise to $21.3 million in 2023. Dallas-based Tenet Healthcare CEO Saum Sutaria, MD, made $18.5 million. King of Prussia, Pa.-based Universal Health Services President and CEO Marc Miller made $14.4 million, and Franklin, Tenn.-based Community Health Systems CEO Tim Hingtgen came in at $8.3 million for 2023. The reveal of Steward executive pay comes as the health system is looking to auction off its 31 hospitals and physician group, Stewardship Health. Most recently, the health system pushed back the sale dates for its Arizona hospitals, with a new bid deadline of July 29 and an auction deadline of Aug. 2. It also moved to push the bid deadline of Stewardship Health to July 22 and an auction deadline of July 25, according to July 15 court documents filed by Steward and obtained by Becker's. About Steward Health Care Steward Health Care System LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the U.S. Bankruptcy Court for the Southern District of Texas, and the Honorable Christopher M. Lopez oversees the proceeding. Weil, Gotshal & Manges LLP is serving as the Company's legal counsel. AlixPartners, LLP is providing financial advisory services to the Company, and John Castellano of AlixPartners is serving as the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc. are providing investment banking services to the Company. McDermott Will & Emery is special corporate and regulatory counsel for the company. Kroll is the claims agent. SUNPOWER CORP: Marc-Antoine Pignon Appointed to Board ----------------------------------------------------- SunPower Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 17, 2024, Vincent Stoquart resigned as a member of the board of directors of the Company, and on July 23, 2024, the Board appointed Marc-Antoine Pignon to serve as a member of the Board. Mr. Stoquart had served as a designee of Sol Holding, LLC, a Delaware limited liability company, pursuant to the Amended and Restated Affiliation Agreement, dated February 14, 2024, by and between the Company and Sol Holding, and Mr. Pignon is replacing Mr. Stoquart as a designee of Sol Holding on the Board. Mr. Stoquart's resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Mr. Pignon serves as the Managing Director of TotalEnergies Renewables USA. He joined TotalEnergies in 2006 as an economist for upstream operations in Congo and the Middle East. Between 2008 and 2016, he was appointed Business Development Economist at Total E&P Norge, EPC Manager at Total E&P Nigeria, and Head of Development & Long-Term Planning at Total E&P Australia. In 2016, he became Head of Total Solar in France before being named Vice President of Development at SunPower. In 2021, he was named as the Managing Director of US Renewables for TotalEnergies. Mr. Pignon is a Science and Executive Engineering graduate from Mines ParisTech. Mr. Pignon serves as a Class II director. The Company and Mr. Pignon expect to enter into the Company's standard form of indemnification agreement for directors and officers, in substantially the form filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 2016, filed with the SEC on February 19, 2016. About SunPower Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) -- https://www.sunpower.com/ -- is a residential solar, storage and energy services provider in North America. SunPower offers solar + storage solutions that give customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. As of October 1, 2023, the Company has $1.45 billion in total assets, from $1.76 billion in total assets on January 1, 2023, and total liabilities of $1.02 billion from $1.21 billion. SunPower Corporation cautioned in its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended October 1, 2023, that substantial doubt exists about its ability to continue as a going concern. According to the Company, for the three and nine months ended October 1, 2023, it had recurring operating losses and, as of October 1, it breached a financial covenant and a reporting covenant of its Credit Agreement, dated as of September 12, 2022. The breaches created events of default thereunder, which enables the requisite lenders under the Credit Agreement to demand immediate payment or exercise other remedies. These events raise substantial doubt about the Company's ability to continue as a going concern. SUPERIOR READY: Taps Martin Kroesche as Estate Representative ------------------------------------------------------------- Superior Ready Mix of Texas, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Martin Kroesche, a financial consultant, as estate representative and designated agent. The Debtor requires Mr. Kroesche to appear and be heard on behalf of the Debtor, to make decisions on behalf of the Debtor, to open Debtor's DIP account, to manage funds, to negotiate with creditors and to oversee the reorganization process. The firm will be paid at the rate of $200 per hour. As disclosed in a court filing Mr. Kroesche is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 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. SVB FINANCIAL: Chubb Cos. Asks Court to Reject Chapter 11 Plan -------------------------------------------------------------- Emlyn Cameron of Law360 reports that the Chubb Companies have asked a New York bankruptcy judge to tell SVB Financial Group it must change its Chapter 11 plan or have it rejected, saying the scheme doesn't clearly provide that SVB must meet certain obligations in order to keep receiving insurance benefits. About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co. LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. SVB FINANCIAL: DOJ Says Plan Violates S.C.'s Purdue Ruling ---------------------------------------------------------- Thomas Gleason of Bloomberg Law reports that SVB Financial Group's reorganization plan exceeds the scope of bankruptcy law and violates the US Supreme Court’s recent ruling that forbids nonconsensual, third-party litigation releases, the government said. The bankrupt former parent of Silicon Valley Bank proposed an amended plan last week, which added a group of holders of senior notes and preferred stock to its list of parties protected against litigation related to the bankruptcy. The group includes a unit of investment management giant Citadel LP. The inclusion of those parties, without the consent of creditors, violates the high court's June 2024 ruling rejecting such releases for Purdue Pharma's Sackler family. About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co. LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. SYNAPSE FINANCIAL: Trustee Hires Cravath Swaine as Counsel ---------------------------------------------------------- Jelena McWilliams, the Trustee for Synapse Financial Technologies, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Cravath, Swaine & Moore LLP as counsel. The firm's services include: a. advising the Trustee of her rights, powers and duties as Chapter 11 trustee in this Case; b. advising and consulting on the conduct of this Case, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors, commercial counterparties, regulatory bodies and other parties in interest; d. investigating the conduct and operations of the Debtor prior to appointment of the Trustee; e. preparing on behalf of the Trustee all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed in this Case; f. advising the Trustee concerning and preparing responses to, applications, motions, other pleadings, notices and other papers that may be filed by other parties in this Case; g. advising the Trustee with respect to, and assisting in the negotiation and documentation of, agreements and extensions, vendor contracts, asset purchase agreements, financing agreements and related transactions, labor relations and tax matters; h. advising and assisting the Trustee regarding the initiation of actions to collect and recover property for the benefit of the Debtor's estate; i. advising and assisting the Trustee in connection with any potential property dispositions; j. advising the Trustee concerning executory contract and unexpired lease assumptions, assignments and rejections; k. taking any necessary action on behalf of the Trustee to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; l. assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estates; m. assisting the Trustee with compliance with applicable laws and governmental regulations; n. commencing and conducting litigation necessary and appropriate to assert rights held by the Trustee, protect assets of the Debtor's estate or otherwise further the goal of completing a successful reorganization; and o. providing all necessary legal services for the Trustee in connection with the prosecution of this Case, including advising on corporate, litigation and regulatory matters. The firm will be paid at these rates: Partners $1,279 to $1,874 per hour Of Counsel $1,254 to $1,874 per hour Associates $680 to $1,547 per hour Paralegals $344 to $429 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jelena McWilliams, Esq., a partner at Cravath, Swaine & Moore 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: Jelena McWilliams, Esq. Cravath, Swaine & Moore LLP 1601 K Street NW Washington, D.C. 2006-1682 Tel: (202) 869-7700 About Synapse Financial Technologies, Inc. Headquartered in San Francisco, California, Synapse Financial Technologies, Inc. -- https://synapsefi.com/ -- is a banking-as-a-service platform for embedded finance solutions worldwide. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10646) on April 22, 2024. In the petition signed by Sankaet Pathak, chief executive officer, the Debtor disclosed up to $50 million in assets and liabilities. Judge Martin R. Barash oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P., is the Debtor's legal counsel. T-REX SPORTS: Hires Maschmeyer Marinas PC as Counsel ---------------------------------------------------- T-Rex Sports, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Maschmeyer Marinas PC as its bankruptcy counsel. The firm will render these services: a. advise the Debtors of their rights, powers, and duties as debtors-in-possession in continuing to operate and manage their assets; b. advise the Debtors concerning and assisting in the negotiation and documentation of the use of cash collateral and/or debtor-in-possession financing, debt restructuring and related transactions; c. review the nature and validity of agreements relating to the Debtors' businesses and advise the Debtors in connection therewith; d. review the nature and validity of liens, if any, asserted against the Debtors and advise as to the enforceability of such liens; e. advise the Debtors concerning the actions they might take to collect and recover property for the benefit of their estates; f. prepare on the Debtors' behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules and other documents, and review all financial and other reports to be filed in the Debtors' Chapter 11 cases; g. advise the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices and other papers which may be filed in the Debtors' Chapter 11 cases; h. counsel the Debtors in connection with formulation, negotiation and promulgation of a plan of reorganization and related documents; and i. perform all other legal services for and on behalf of the Debtors, which may be necessary or appropriate in the administration of their Chapter 11 cases. The firm will be paid at the rate of $550 per hour. The firm received a retainer of $25,000, which includes filing fees. Paul B. Maschmeyer, Esq., shareholder of Maschmeyer Marinas P.C., attests that his firm is disinterested person within the meaning of Sec. 101(14) of the Bankruptcy Code. The counsel can be reached through: Paul B. Maschmeyer, Esq. Maschmeyer Marinas P.C. 350 South Main Street, Suite 105 Doylestown, PA 18901 Tel: (610) 296-3325 Email: Pmaschmeyer357@gmail.com About T-Rex Sports, LLC T-Rex Sports, LLC, a company in Bethlehem, Pa., retails raw baseball cards, basketball cards, football cards, tennis cards, miscellaneous sports cards, Star Wars cards, Marvel cards, and non-sports cards. The company also offers sealed waxes and graded cards. T-Rex Sports sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12402) on July 12, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Robert Clyde Parsons, chief executive officer, signed the petition. Judge Patricia M. Mayer presides over the case. Frank S. Marinas, Esq., at Maschmeyer Marinas, P.C. represents the Debtor as legal counsel. TELLURIAN INC: To be Acquired by Woodside for Approximately $900M ----------------------------------------------------------------- Tellurian Inc. announced July 21, 2024, that it has entered into a definitive agreement with subsidiaries of Woodside Energy Group Ltd pursuant to which Woodside will acquire all the outstanding shares of Tellurian for $1.00 per share in an all-cash transaction. "This transaction provides substantial and certain value for our shareholders. Following our strategic repositioning in December, our new leadership has strengthened Tellurian's position and advanced Driftwood LNG. Woodside's offer reflects this progress, providing a significant premium to our share price," said Martin Houston, Executive Chairman, Tellurian Board of Directors. "After careful consideration of Tellurian's opportunities and challenges, the Board and senior management weighed an immediate and significant cash return against the risks and costs associated with the timeline to FID and determined that this offer is in our shareholders' best interest. Woodside is a highly credible operator, with better access to financial resources and a greater ability to manage offtake risk, and I am confident it is the right developer to take Driftwood forward." The acquisition price represents a 75% premium to Tellurian's closing price on July 19, 2024, and a 48% premium to Tellurian's 30-day volume weighted average price, which reflect Driftwood LNG's premier site, fully permitted status, advanced stage of pre-FID development and strong relationships with Bechtel, Baker Hughes, and Chart. The implied total enterprise value of the transaction, including net debt, is approximately $1.2 billion. The transaction, which was unanimously approved by both boards of directors, is expected to close in Q4 2024, subject to customary closing conditions, including approval from Tellurian shareholders and the receipt of regulatory approvals. In conjunction with the announcement, Tellurian has issued a letter to shareholders, which can be accessed at https://ir.tellurianinc.com/financials-filings-and-presentations/presentations. Lazard is serving as financial advisor and Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel to Tellurian. Bridge Loan Agreement In connection with entry into a binding agreement to acquire Tellurian, the parties entered into a bridge loan agreement pursuant to which Woodside will provide a loan to Tellurian of up to $230 million. Loan proceeds will be used for the development of the Company's Driftwood Project and for general and administrative expenses. The loan is secured by a first priority lien over the borrower's assets subject to customary exclusions. The maturity date for the loan is Dec. 15, 2024 or the date of transaction completion. Amounts borrowed under the Loan Agreement will bear interest at a rate of 12% per annum, payable on the last business day of each month in cash or in kind, at the Company's option. A full-text copy of the Merger Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/61398/000110465924081495/tm2419811d3_ex2-1.htm About Tellurian Tellurian Inc., a Delaware corporation, is a Houston-based company that is developing and plans to own and operate a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility and related pipelines. Tellurian is actively developing Driftwood LNG, an approximately 27.6 mtpa LNG export facility and associated pipeline network. Tellurian is publicly traded on the NYSE American under the symbol "TELL". Houston, Texas-based Deloitte & Touche LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 23, 2024, citing that the Company has incurred recurring losses from operations and has yet to establish an ongoing source of revenues that is sufficient to cover its future operating costs and obligations as they become due for the twelve months following the date these consolidated financial statements are issued, which raises substantial doubt about its ability to continue as a going concern. TRUENORTH PROJECTS: Public Sale Auction Set for August 15 --------------------------------------------------------- Mayaguana Island Developers Limited, a company formed under the laws of The Bahamas ("secured party"), will commence a public auction on Aug. 15, 2024, at 4:00 p.m. CDT, of certain assets of TrueNorth Projects LLC ("Debtor"), to the highest bidder via remote communication. The assets for sale are a 20% membership interest in True North Services LLC together with all proceeds and substitutions, all cash, securities and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing. Each bidder will be required to provide a refundable deposit of $25,000 and the winning bidder will be required to pay half of the bid amount less the deposit by 5:00 p.m. CDT on the first business day after the auction and the remainder of the bid amount within 10 days after the auction or such later date as the winning bidder and the secured party may agree. All payments will be made in cash or by cashier or certified check payable to the order of the secured party. For further information regarding the sale contact: Nelson Mullins Riley & Scarborough LLP Attn: Matthew Iverson One Financial Center, Suite 3500 Boston, MA 0211 Email: TrueNorthSale@nelsonmullins.com UETEK: Amends Unsecureds & East West Bank Secured Claims Pay ------------------------------------------------------------ UETEK submitted a Fourth Amended Subchapter V Plan of Reorganization dated July 12, 2024. This Fourth Amended Plan of Reorganization proposes to restructure the debts of UETEK. The Debtor sells produce bags, gloves, meat film rolls, trash liners and other reusable bags to supermarkets throughout California. The Debtor has been in business since 2010. The debt owed to East West Bank is secured by a first priority lien against all of the Debtor's assets. The $80,000 in vendor debt in the table was generally current as of the petition date. All of the MCA debt is disputed. Adversary proceedings have been filed against four of the MCA enders seeking the disallowance of their claims, and where applicable the recovery of the usurious interest payments and preferential payments. In three of these adversary actions, the defendants have defaulted. In the fourth adversary, an answer was filed, and this litigation is ongoing. The "Other Unsecured" claims refers to a $25,000 corporate credit card claim asserted by U.S. Bank, N.A., and a $150,000 lease rejection claim filed by the Debtor's former landlord, which is under review. The principal post-petition business problem facing the Debtor was the need to stabilize its operations. This stabilization process required three months to complete. Inventory levels have been restored, overdue receivables have been collected, and product shipments are being made in the ordinary course. Revenues in the first quarter of 2024 were approximately $703,000, and net income was $23,000. Class 1 consists of the Secured Claim of East West Bank, N.A. East West Bank ("EWB") shall have an Allowed Claim for all amounts owed under the terms of the Business Loan Agreement dated May 11, 2022 and all related documents (the "EWB Loan Documents") described in greater detail in EWB's proof of claim filed on November 24, 2023 as claim number 8 (the "Allowed EWB Claim"). The Allowed EWB Claim shall continue to be secured by its existing lien on the assets described in the EWB Loan Documents and the Stipulation Authorizing Use of Cash Collateral filed on October 4, 2023. The security interest shall continue to be perfected without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. Commencing on the Effective Date through the date of any default, the Allowed EWB Claim shall accrue interest at the nondefault rate of interest provided under the terms of the EWB Loan Documents. Through the day prior to the Effective Date and upon any default, EWB's claim shall accrue interest at the applicable rate provided for under the terms of the EWB Loan Documents, including any applicable default interest. The Allowed EWB Claim shall be paid in full in accordance with the following payment schedule: A) $20,000 per month from September of 2024 through December of 2027; B) $25,000 per month from January of 2028 through December of 2029; and C) a payment in the amount of the balance remaining due on the Allowed EWB Claim shall be made on January 15, 2030. All monthly payments are due on the 15th day of the month. All other provisions in any and all of the EWB Loan Documents shall remain in full force and effect and be unimpaired by the Plan. Class 4 consists of all creditors holdings Allowed Unsecured Claims. The allowed unsecured claims total $175,000. The holders of Allowed Claims in Class 4 shall receive a pro rata distribution of the Disposable Earnings UETEK projects it will generate during the seventeen quarters following the Effective Date. This payment will be made on the 20th day of the month following each quarter. Although the Disposable Earnings figures above are projected, the Debtor is obligated to pay this sum to the Class 4 creditors even if the projected figures are not achieved in the quarter indicated. The prospective payments provided for in the Plan will be funded through the Disposable Earnings generated from the Debtor's business operations. The Plan details the Disposable Earnings the Debtor which projects it will generate during the period of the Plan. In calculating the Disposable Earnings payable to unsecured creditors, the Debtor's projection applies ninety percent of the Disposable Earnings to the payment of unpaid Allowed Administrative Claims before the payment allocable to the holders of Unsecured Claims. This leaves a minimum of ten percent available to fund the distributions to the holders of Allowed Unsecured Claims until the Allowed Administrative Claims are paid in full. If more Disposable Earnings are available to pay the Allowed Administrative Claims than projected, the Debtor shall pay this sum to the holders of such claims until they are paid in full. However, the payment provided in the Plan to the holders of Unsecured Claims will not increase in such event, until the Allowed Administrative Claims are paid in full. A full-text copy of the Fourth Amended Plan dated July 12, 2024 is available at https://urlcurt.com/u?l=FNxg51 from PacerMonitor.com at no charge. Counsel to the Debtor: Sean A. O'Keefe, Esq. OKEEFE & ASSOCIATES LAW CORPORATION, P.C. 30 Newport Center Dr Newport Beach, CA 92660 Phone: (949) 334-4135 About Uetek Uetek is a wholesaler of grocery and related products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14201) on September 14, 2023. In the petition signed by Hsiang Woodby, chief executive officer, secretary, chief financial officer, the Debtor disclosed $779,202 in assets and $1,976,556 in liabilities. Judge Wayne Johnson oversees the case. Sean A. O'Keefe, Esq., at O'Keefe & Associates Law Corporation, PC, represents the Debtor as legal counsel. UPHEALTH HOLDINGS: Asks Court Okay for Chapter 11 Sale of TTC ------------------------------------------------------------- Emlyn Cameron of Law360 Bankruptcy Authority reports that UpHealth Holdings Inc. has asked a Delaware bankruptcy judge to approve proposed bidding procedures governing the sale of the debtor's equity in non-debtor subsidiary TTC Healthcare, a behavioral health company that offers drug detoxification treatments and other services, saying the sale will redound to the value of the estate. About UpHealth Holdings Inc. UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. VTV THERAPEUTICS: FDA Places on Clinical Hold Type 1 Diabetes Study ------------------------------------------------------------------- vTv Therapeutics Inc. announced July 26 that the United States Food and Drug Administration (FDA) has placed a clinical hold on the cadisegliatin clinical program which includes the ongoing CATT1 Phase 3 trial in type 1 diabetes. Cadisegliatin is an oral, liver selective, glucokinase activator that has been well-tolerated in over 500 subjects to date with up to six months of treatment. The clinical hold was based on the discovery of a chromatographic signal in a recent human absorption, distribution, metabolism, and excretion (ADME) study of cadisegliatin that could not be resolved by standard mass spectroscopy. The Agency requires a single in vitro study to characterize this signal before the cadisegliatin program can resume. No patient had been dosed in CATT1 at the time of the clinical hold, and past clinical studies did not reveal any clinically concerning safety issues. "Patient safety is our top priority, and we appreciate the thoroughness of the FDA to better understand this signal. We are working diligently with the Agency to resolve the clinical hold and resume enrollment as quickly as possible," said Paul Sekhri, Chairman, president and chief executive officer of vTv Therapeutics. "Cadisegliatin demonstrated compelling efficacy and a favorable safety profile in over 500 subjects dosed to date, and we are highly encouraged at the potential of cadisegliatin to improve glycemic control and be a much-needed oral therapy for type 1 diabetes." About vTv Therapeutics vTv Therapeutics Inc. is a clinical stage biopharmaceutical company focused on developing oral, small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by cadisegliatin (TTP399), a potential adjunctive therapy to insulin for the treatment of type 1 diabetes. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease, renal disease, primary mitochondrial myopathy, and glioblastoma and other cancers and cancer treatment-related conditions. vTv Therapeutics reported a net loss attributable to the Company of $20.25 million in 2023, a net loss attributable to the Company of $19.16 million in 2022, and a net loss attributable to the Company of $12.99 million in 2021, and a net loss attributable to the Company of $8.50 million in 2020. As of March 31, 2024, the Company had $54.18 million in total assets, $28.20 million in total liabilities, and $25.99 million in total stockholders' equity. WEEKLEY HOMES: S&P Upgrades ICR to 'BB', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'BB' from 'BB-' and revised the outlook to stable from positive on Houston-based Weekley Homes LLC. At the same time, S&P raised its issue-level rating on the company's unsecured notes to 'BB' from 'BB-'. The '3' recovery rating is unchanged. S&P's stable outlook on Weekley Homes reflects its view that 2024 net debt to EBITDA will remain comfortably below 2x during the next 12-24 months. Weekley Homes will maintain an S&P Global Ratings-adjusted debt-to-EBITDA ratio of 1.3x-1.5x over the next 12-24 months. S&P said, "We expect revenues to rise nearly 11%-13% in 2024 and 5%-6% in 2025 due to more closings than previously anticipated for 2024 and improved building cycle times. Furthermore, we anticipate EBITDA margins will decline toward 12%-13% through the end of fiscal 2025 from 13.5% in 2023, resulting in EBITDA interest coverage of 7x-8x." These metrics reflect the company's ability to maintain sector average profitability, continued use of closing incentives, and prudent financial management related to owner dividends. S&P said, "We now forecast debt of approximately $575 million for the near future. We believe the company will generate EBITDA of roughly $440 million-$450 million in 2024 and 2025, improving through growth in closings, relatively flat average selling prices, and moderately depressed margins through 2025 compared to 2022 and 2023." Weekley Homes retains the ability to operate with leverage commensurate with a 'BB' rating. S&P said, "We expect Weekley Homes to close approximately 6,000 homes in fiscal 2024. Its homebuilding cycle times have greatly improved year over year. Closing homes more efficiently primarily stems from stabilization in building material supply chains, demand in key markets such as Florida and Texas, consistent labor, and continued use of incentives on sales. As selling and advertising spending to entice sales remain elevated compared to peers, S&P Global Ratings anticipates closings to increase 10% in 2024 and 3% in 2025. We anticipate Weekley Homes will continue to prioritize home closings and reinvestment into the business amid this resilient market, limiting owner dividends that could be detrimental to net leverage. "We expect low housing supply, resilient demand, and low unemployment will support demand for finished homes over the next 12-24 months. The U.S. housing market remains significantly undersupplied. In fact, homebuilders have gained a significant share of home sales, reaching about 30% in the last year compared to just about 10% historically. While we expect homebuilders' share of home sales to normalize as mortgage rate declines spur a gradual recovery in resales, overall demand for housing should also increase. Despite expectations for an interest rate cut in late 2024, S&P Global economists expect rates to remain higher for longer. We forecast the 30-year mortgage rate at 6.4% in the fourth quarter of 2024, declining to an average of 5.6% in 2025. This will likely increase Weekley Homes' revenues by about 5%-6% in 2025. "We expect gross margins, which can be lumpy and vary from quarter to quarter, to gradually decline to a historical average. However, as a result of current metrics, we believe Weekley Homes can maintain net debt to EBITDA commensurate with a 'BB' rating. "Our stable outlook on Weekley Homes reflects our expectation for 2024 net debt to EBITDA to remain comfortably below 2x in the next 12-24 months." S&P could lower the rating over the next 12 months if EBITDA were lower than expected, sustaining debt to EBITDA above 2x or increasing debt to capital above 35%. This could occur if: -- Debt-financed land spending or shareholder returns increased adjusted debt toward $900 million compared with our forecast of approximately $575 million; or -- A sharp regression in demand kept EBITDA to less than $230 million, a drop of about 40% from our forecast for 2024 adjusted EBITDA of about $445 million. S&P views an upgrade as highly unlikely over the next 12 months due to Weekley Homes' small revenue base compared with other 'BB+' rated homebuilder peers. However, S&P could raise the rating if the company: -- Exceeded its growth expectations, such that its revenue base and closing volume were more in line with 'BB+' rated peers on an extended basis; and -- Kept debt to EBITDA below 2x. WFO LLC: Taps Martin Kroesche as Estate Representative, Agent ------------------------------------------------------------- WFO, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Martin Kroesche, a financial consultant, as estate representative and designated agent. The Debtor requires Mr. Kroesche to be the designated representative authorized to appear and be heard on behalf of the Debtor, to make decisions on behalf of the Debtor, to open Debtor's DIP account, to manage funds, to negotiate with creditors and to oversee the reorganization process. The firm will be paid at the rate of $200 per hour. As disclosed in a court filing Mr. Kroesche is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. 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. WHITE CAP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on U.S.-based specialty concrete accessories and construction products and services distributor White Cap Supply Holdings LLC, including the 'B' issuer credit rating, reflecting its view that the incremental debt burden will result in elevated leverage but not above its 7x EBITDA downgrade threshold. S&P also revised its recovery ratings on the company's secured notes to '4' from '3'. The stable outlook reflects S&P's view that White Cap's S&P Global Ratings-adjusted debt to EBITDA will remain 5x-6x over the next 12 months. Assuming no large debt-financed acquisitions or dividends in this period. The proposed equity buyout indicates a commitment from financial sponsors and characteristically aggressive use of debt-funded acquisitions and equity distributions. S&P said, "As a financial sponsor owned company, we expect the company may exhibit a more aggressive financial policy, specifically the use of debt to fund acquisitions and dividends. White Cap's proposed term loan add-on will be the second in three months totaling $1.35 billion with minimal accretive impact on EBITDA. As such, we expect the company's S&P Global-adjusted leverage to increase above 6x for the next 12 months. With relatively stable, but uncertain, construction demand expected in 2024 and 2025 coupled with deflation in some of the company's key inputs we believe leverage may improve slowly back toward 6x by the end of fiscal 2025. White Cap's leverage cushion in the rating has narrowed as a result of the transaction. If it continues to pursue debt-funded dividends or acquisitions that increase leverage above 7x, we could consider a lower rating." S&P said, "Our forecast anticipates White Cap will likely maintain solid earnings over the next 12 months given a combination of acquired sales and relatively stable demand in its end markets. Following consecutive years of substantial decline in residential construction, our projection for improvement in both residential and nonresidential construction together with White Cap's good operating performance will likely support higher organic volume. Still, the commercial and residential construction markets are highly cyclical. We believe the company's earnings and leverage can be volatile through the business cycle. "White Cap's free cash flow generation will likely be sufficient to fund tuck-in acquisitions and maintain adequate liquidity. Its strong margins and modest working capital and capital expenditure (capex) requirements will likely support annual cash flow generation of roughly $200 million-$220 million over the next two years. We expect White Cap to remain acquisitive and anticipate it will opportunistically consolidate small distributors as its owners look to monetize. However, we believe White Cap's free cash flow generation and light operating structure will provide it with enough liquidity to fund moderate acquisition activity. "The stable outlook reflects our view that its S&P Global Ratings-adjusted debt to EBITDA will remain in the 5x-6x EBITDA range over the next 12 months. Our forecast assumes no large debt-financed acquisitions or dividends in this period. "We could lower our ratings if White Cap's S&P Global Ratings-adjusted debt to EBITDA rises above 7x on a sustained basis or FOCF to debt falls below 5%." This could occur if: -- Inflation continues at a high rate and the company can no longer pass rising costs along to customers; -- A recession sharply reduces demand; or -- Its financial policy is more aggressive than anticipated and includes large, debt-funded dividends to its financial sponsors. S&P could raise its rating if demand for White Cap's products is stronger than forecasted and the private-equity owners commit to more conservative financial policies, such that: -- Leverage drops and is sustained below 5x EBITDA; and -- Discretionary cash flow remains positive and available for debt repayment. XL COMPANIES: Amends GWT Secured Claim Pay Details -------------------------------------------------- XL Companies, Corp., submitted a Plan of Reorganization, as Modified. To effectively reorganize, the Debtor has already begun and expects to continue surrendering the excess equipment back to the lenders that provided the financing for the equipment. Their unsecured deficiency claims, if any, will be treated in the Plan. The Debtor expects to eventually reduce its operating fleet down to three tractors and no trailers. The Debtor believes that it can operate profitably at these lower levels. Class 5 contains the Claim of GWT which, in its initial POC 3, GWT asserts is a "True Lease" that is secured by a 2024 Extreme Flatbed Trailer. In its amended POC 3, GWT asserts that it has an unsecured final balance owing on its "true lease" in the amount of $7,719.33. Accordingly, this amount shall be treated and paid in accordance with the treatment of Unsecured Claims in Class 9. Like in the prior iteration of the Plan, Unsecured Creditors in Class 9 shall receive a prorata portion of variable quarterly payments for a period of 3 years, which the Debtor has calculated to be approximately $62,000.00. No interest will be paid on these claims. Such payments under the Plan shall commence no later than 90 days after the effective date. These payments will be in full satisfaction of the respective claims of the creditors in Class 9. Class 10 consists of Interest Holders. Jenkins will remain the sole owner of the Reorganized Debtor until such time as the Reorganized Debtor completes the payments of creditors in accordance with the Plan. Jenkins may not receive distributions, however, on account of his ownership interest, until the Claims in Class 9 have been paid as provided in the Plan. The Reorganized Debtor shall continue to operate the business and control the assets of the Debtor according to the Plan. Payment on account of Allowed Claims in Class 9 (Nonpriority Unsecured Claims) shall be made by the Reorganized Debtor from future revenue, cash on hand, additional financing or any other source available to the Reorganized Debtor. A full-text copy of the Modified Plan of Reorganization dated July 12, 2024 is available at https://urlcurt.com/u?l=AbrwzV from PacerMonitor.com at no charge. Attorneys for the Debtor: Andres Diaz, Esq. Timothy J. Larsen, Esq. Diaz & Larsen 757 East South Temple, Suite 201 Salt Lake City, UT 84101 Tel: (801) 596-1661 Fax: (801) 359-6803 Email: courtmail@adexpresslaw.com About XL Companies XL Companies Corp. is a Utah corporation organized to provide transportation and trucking services for its customers. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 24-20931) on March 6, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Peggy Hunt presides over the case. Timothy J. Larsen, Esq., and Andres' Diaz, Esq., at Diaz & Larsen, represent the Debtor as bankruptcy attorneys. YELLOW CORP: Fails to Persuade Court to Alter Union Suit Dismissal ------------------------------------------------------------------ Bernie Pazanowski of Bloomberg News reports that Yellow Corp. fails to convince court to alter dismissal of union suit. Yellow Corp. isn't entitled to relief from a judgment dismissing its breach of contract suit against the International Brotherhood of Teamsters and several other local unions, because it didn't exhaust its administrative remedies under the applicable collective bargaining agreement, a federal court said. Yellow and its affiliates, which are in the midst of bankruptcy proceedings, said that the unions' failure to resolve employee seniority issues was impeding its restructuring, but the court dismissed the suit in March. Yellow filed its motion for relief from the judgment under Federal Rules of Civil Procedure 59(e) and 60(b). About Robertshaw US Holding Corp. Robertshaw US Holding Corp., along with its affiliates, is a global leader in designing and manufacturing innovative control systems and components for the appliance and HVAC industries. Robertshaw US Holding and its affiliates filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90052) on February 15, 2024, with $500 million to $1 billion in assets and liabilities. John Hewitt, chief executive officer, signed the petitions. The Debtors tapped Hunton Andrews Kurth LLP & Latham & Watkins, LLP as bankruptcy counsel; Guggenheim Securities, LLC as investment banker and financial advisor; and KPMG, LLP as accountant, tax advisor and auditor. Kroll Restructuring Administration, LLC is the claims, noticing, solicitation and balloting agent. YELLOW CORP: Says Company Has No Liabilities on Pension Withdrawal ------------------------------------------------------------------ Yun Park of Law360 reports that bankrupt trucking firm Yellow Corp. hit back at a motion for summary judgment sought by multiple pension funds including Central States Pension Fund, telling a Delaware bankruptcy court that it has no withdrawal liability for backing out of a multistate pension fund for truckers. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. YIELD10 BIOSCIENCE: Terminates Convertible Note Issued to MPC ------------------------------------------------------------- Yield10 Bioscience, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 23, 2024, the Company and MPC Investment LLC mutually agreed to terminate a senior unsecured convertible note issued by the Company to MPC on April 28, 2023 in the original principal amount of $1,000,000, pursuant to a Securities Purchase Agreement. The Convertible Note accrued interest at a rate of 8.0% per annum and had been subject to conversion into shares of the Company's common stock at a conversion price of $73.68 per share. If not converted to the Company's common stock, the Convertible Note would have matured on Aug. 24, 2024. As of the termination date, the Company's current obligation under the terms of the Convertible Note for principal and unpaid interest totaled $1,100,572. The Company and MPC agreed to a one-time payment of $500,000 in full satisfaction of the Convertible Note principal and unpaid interest. The Company subsequently issued the $500,000 payment to MPC and the Convertible Note and SPA have been fully discharged. About Yield10 Yield10 Bioscience, Inc. -- http://www.yield10bio.com/-- is an agricultural bioscience company focused on the large-scale production of low carbon sustainable products from processing Camelina seed using the oilseed Camelina sativa as a platform crop. The Company is pursuing Camelina seed oil products for two market opportunities and value chains. Each product has its own set of scale requirements, value proposition and challenges. The first product, is seed oil produced by Camelina which has been genetically engineered to enable production of high levels of the omega-3 fatty acids eicosapentanoic acid (EPA) and docosahexanoic acid (DHA). The second product is Camelina seed oil for use as a low-carbon intensity feedstock oil for biofuels, including biodiesel, renewable diesel and sustainable aviation fuel. West Palm Beach, Florida-based Berkowitz Pollack Brant Advisors+CPAs, the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ZACHRY INDUSTRIAL: Reaches Deal w/ Contractors for Bankruptcy Exit ------------------------------------------------------------------ Alex Wolf of Bloomberg Law reports that Golden Pass LNG lead contractor Zachry Industrial Inc. reached a settlement that will facilitate its exit from bankruptcy and allow other contractors to complete the $10 billion gas export facility. The San Antonio-based construction firm told the US Bankruptcy Court for the Southern District of Texas that its deal with project owners—QatarEnergy LNG and Exxon Mobil Corp.—and fellow joint venture contractors breaks a multiyear impasse and "puts people back to work." The settlement, filed July 19, 2024 contemplates a handover of Zachry's unfinished LNG project work to JV partners McDermott International Inc. unit CB&I LLC and Chiyoda International Corp. About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. Zachry Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZOOZ POWER: To Hold an Investor Update Conference Call on Aug. 1 ---------------------------------------------------------------- ZOOZ Power Ltd. announced that the company will hold an update zoom conference on Thursday, Aug. 1, 2024 at 8:30 am ET (15:30 Israel time). Avi Cohen, ZOOZ Chairman and Interim CEO will participate, and the slides used in the meeting will be filled with the TASE and Nasdaq. Participants are requested to sign using the below link. A link to connect to the conference will be sent to the signed participant. Investors Conference Call sign-up link: https://us06web.zoom.us/webinar/register/WN_hmhs5nCJSPatZ6JCdXjAIA About ZOOZ Power Ltd. ZOOZ Power Ltd is a provider of Flywheel-based Power Boosting solutions enabling widespread deployment of ultra-fast charging infrastructure for electric vehicles (EV), while overcoming existing grid limitations. The Company's Flywheel technology allows high-performance, reliable, and cost-effective ultra-fast charging infrastructure. Jerusalem, Israel-based Kesselman & Kesselman, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 30, 2024, citing that the Company has net losses and has generated negative cash flows from operating activities for the years ended Dec. 31, 2023, 2022 and 2021. Such circumstances raise substantial doubt about the Company's ability to continue as a going concern. ********* 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. 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