/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240813.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 13, 2024, Vol. 28, No. 225 Headlines 9300 WILSHIRE: Hires Tenzer Consulting as Real Estate Expert ACCELERATE DIAGNOSTICS: Closes $15 Million Note Purchase Agreement ACCELERATE DIAGNOSTICS: Incurs $11.59M Net Loss in 2nd Quarter ACPRODUCTS HOLDINGS: $1.40BB Bank Debt Trades at 23% Discount AEGIS TOXICOLOGY: $300MM Bank Debt Trades at 25% Discount AEMETIS INC: Reports $29.2 Million Net Loss in Fiscal Q2 AGEAGLE AERIAL: Garrett Patrick Wilson Holds 10.89% Stake AINOS INC: Posts $3.2 Million Net Loss in Fiscal Q2 ALLIANCE MESA: Hires Thompson Coburn LLP as Counsel AMERICAN ACRYLIC: Hires Maxson Mago & Macaulay as Special Counsel AMERICAN RESOURCES: Falls Short of Nasdaq Bid Price Requirement ANCHOR GLASS: $671.8MM Bank Debt Trades at 27% Discount API HOLDINGS: $275.2MM Bank Debt Trades at 26% Discount APPLIED DNA: Posts Net Income of $1.85 Million in Third Quarter AQUA METALS: Reduces Workforce Amid Financing Challenges ARCH THERAPEUTICS: Secures $96K in 5th Convertible Notes Closing ASSOCIATION MOTOR: U.S. Trustee Unable to Appoint Committee ATI PHYSICAL: Reports Net Loss of $2.6 Million in Fiscal Q2 ATLAS PURCHASER: $128MM Bank Debt Trades at 68% Discount AULT ALLIANCE: Gets Total $44.3MM in Series C Stock Sale AVENTIV TECHNOLOGIES: $1.03BB Bank Debt Trades at 30% Discount AVENTIV TECHNOLOGIES: $1.04BB Bank Debt Trades at 31% Discount AVINGER INC: Incurs $4.60 Million Net Loss in Second Quarter AVON PRODUCTS: Seeks Ch.11 Protection to Address Talc Liabilities BIEDERMANN MOTECH: Seeks Chapter 11 Bankruptcy Protection BIG LOTS: Amends Loan Agreements to Support Store Closures BIOLASE INC: Incurs $2.80 Million Net Loss in Second Quarter BLACKBERRY LTD: First Trust Reduces Equity Stake to 2.21% BLINK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors CALICO LLC: Hires Barry A. Friedman and Associates as Attorney CALIFORNIA RESOURCES: Add-on Notes No Impact on Moody's 'B1' CFR CARESTREAM DENTAL: $160MM Bank Debt Trades at 80% Discount CATHOLIC MEDICAL: S&P Lowers Revenue Bonds LT Rating to 'BB+' CEMTREX INC: Increases Authorized Shares of Common Stock to 70MM CHAMPIONS FINANCING: S&P Affirms 'B-' ICR, Outlook Stable CIBUS INC: Incurs $28.48 Million Net Loss in Second Quarter CIVITAS RESOURCES: Fitch Hikes LongTerm IDR to BB+, Outlook Stable CLASS ACT: Hires Shahady & Wurtenberger P.A. as Special Counsel COMMUNITY HEALTH: S&P Upgrades ICR to 'CCC+', Outlook Negative CONTAINER STORE: $200MM Bank Debt Trades at 33% Discount CORETEC GROUP: Extends Core Optics Agreement to Aug. 15 COSMOS HEALTH: Reports $18.5 Million Net Loss in FY 2023 CUBA TIMBER: Fundamental Loses Summary Judgment Bid D&D ELECTRICAL: Todd & Levi Represents Multiple Creditors D.A. BEEC-007: Hires NT Law as General Bankruptcy Counsel DACO FIRE: Unsecureds to Get 0 Cents on Dollar in Plan DBL LLC: Seeks to Hire Covelso LLC as Accountant DELCATH SYSTEMS: Reports $13.7 Million Net Loss in Fiscal Q2 DIOCESE OF OAKLAND: Wants to Extend Plan One More Time DIRIGO GLOBAL: Unsecureds to Get Share of Income for 3 Years DISPATCH TERRA: $395MM Bank Debt Trades at 16% Discount DISTINCTIVE CORP: Unsecured Creditors to Get 0% in Plan EMPLOYBRIDGE HOLDING: S&P Lowers ICR to 'CCC+', Outlook Negative EVERI HOLDINGS: Moody's Puts 'B1' CFR on Review for Downgrade EYEPOINT PHARMACEUTICALS: Incurs $30.83 Million Net Loss in Q2 FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 35% Discount FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 56% Discount FORMING MACHINING: $260MM Bank Debt Trades at 21% Discount FOUNDATION FITNESS: Committee Hires Murphy Desmond as Counsel FRANCHISE GROUP INC: $1.00BB Bank Debt Trades at 53% Discount FRANCHISE GROUP: $300MM Bank Debt Trades at 53% Discount GALAXY US: $969MM Bank Debt Trades at 21% Discount GISOTI PLUMBING: Updates Western Equipment Secured Claims GLOBAL CANCER: Trustee Hires Finestone Hayes as Legal Counsel GOLDEN WEST: $290MM Bank Debt Trades at 16% Discount GULTON INC: Unsecureds Will Get 15% of Claims over 5 Years H2O BY DESIGN: Case Summary & 20 Largest Unsecured Creditors HARDINGE INC: U.S. Trustee Appoints Creditors' Committee HELIX ENERGY: Extends ABL Facility Maturity to August 2029 ICON AIRCRAFT: SSG Served as Investment Banker in Asset Sale INDRA HOLDINGS: $50MM Bank Debt Trades at 48% Discount INSIGHT PHOTONIC: Hires Roberts Law LLC as Special Counsel INSPIREMD INC: Posts $7.9 Million Net Loss in Fiscal Q2 INTER PIPELINE: Fitch Affirms 'BB' Rating on Subordinated Debt JELD-WEN HOLDING: Moody's Rates New $350MM Unsecured Notes 'B1' JOONKO DIVERSITY: Unsecureds Will Get 100% in Liquidating Plan JR PARTNERS: Sale Proceeds & Continued Operations to Fund Plan KOPIN CORP: Incurs $5.92 Million Net Loss in Second Quarter LA HACIENDA: Orrick Herrington Revises Rule 2019 Statement LAND & SEA: U.S. Trustee Appoints Creditors' Committee LAVIE CARE: Recovery for Unsecureds Still to Be Determined LECLAIRRYAN PLLC: Gets Court Okay on $1.4M Deal With Ex-Attys LFS TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Negative LL FLOORING: Case Summary & 30 Largest Unsecured Creditors LOGIX HOLDING: $250MM Bank Debt Trades at 24% Discount LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 21% Discount LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 23% Discount LUMEN TECHNOLOGIES: Drives $5 Bil. in New Business, Expands Network MAGENTA BUYER: $3.18BB Bank Debt Trades at 52% Discount MARRIOTT VACATIONS: S&P Alters Outlook to Neg., Affirms 'BB-' ICR MASTER PRECISION: Thomas Richardson Named Successor Trustee MAVERICK GAMING: $217.4MM Bank Debt Trades at 30% Discount MIDWEST CHRISTIAN: U.S. Trustee Appoints Creditors' Committee MPH ACQUISITION: $1.33BB Bank Debt Trades at 25% Discount NCR VOYIX: Fitch Puts 'BB-' LongTerm IDR on Watch Positive NEKTAR THERAPEUTICS: Incurs $52.4M Net Loss in Second Quarter NOBLE FINANCE II: Moody's Rates New Add-on Unsecured Notes 'B1' NORTHWEST BIOTHERAPEUTICS: Incurs $17.9M Net Loss in 2nd Quarter OMNIQ CORP: New AI Parking Solution to Drive Revenue Growth ONCOCYTE CORP: Incurs $4.53 Million Net Loss in Second Quarter ONCOCYTE CORP: Signs $7.50M Sales Agreement With Needham & Company OPTIQUS VISION: Hires Almeida & Davila P.S.C as Counsel ORCHID MERGER: $400MM Bank Debt Trades at 36% Discount OUTSOURCING SOLUTIONS: Hires Michael L. Previto as Attorney PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 48% Discount PATHWAY VET: $1.27BB Bank Debt Trades at 20% Discount PCP GROUP: Appointment of Examiner Sought PERMIAN RESOURCES: Fitch Hikes LongTerm IDR to BB+, Outlook Stable PHYSICIAN PARTNERS: $600MM Bank Debt Trades at 29% Discount PIONEER HEALTH: Gets Court Okay for $450K Loan to Fund Ch.11 Sale POLAR US: $1.48BB Bank Debt Trades at 15% Discount POST HOLDINGS: Moody's Rates Proposed Senior Unsecured Notes 'B2' PRECIPIO INC: David Eklund Holds 5.73% Equity Stake as of July 25 PRETIUM PKG: $1.25BB Bank Debt Trades at 19% Discount PRETIUM PKG: $350MM Bank Debt Trades at 44% Discount PRIME HEALTHCARE: Fitch Affirms 'B' LongTerm IDR, Outlook Stable PROJECT LEOPARD: $1.35BB Bank Debt Trades at 14% Discount QSR STEEL: Hires Marcum LLP as Financial Advisors and Accountant QSR STEEL: Hires Pullman & Comley LLC as Legal Counsel RAPID7 INC: First Trust Reduces Equity Stake to 2.55% RAY'S TRANSPORT: Case Summary & 12 Unsecured Creditors RED CAT: Incurs $24.05 Million Net Loss in FY Ended April 30 REDSTONE HOLDCO: $1.11BB Bank Debt Trades at 17% Discount REDSTONE HOLDCO: $450MM Bank Debt Trades at 22% Discount RISING TIDE: $125MM Bank Debt Trades at 18% Discount RITE AID: $425MM Bank Debt Trades at 81% Discount ROBERTSHAW US: Judge Denies Invesco's Bid to Pause Chapter 11 Sale SC SJ HOLDINGS: San Jose City Asks Court Ok to Pursue Tax Claims SENESTECH INC: Incurs $1.58 Million Net Loss in Second Quarter SHARING SERVICES: Incurs $969K Net Loss in First Quater SINCLAIR TELEVISION: $740MM Bank Debt Trades at 24% Discount SINCLAIR TELEVISION: $750MM Bank Debt Trades at 27% Discount SMITH MICRO: Posts $6.93 Million Net Loss in Fiscal Q2 SOUTH FIELD: S&P Assigns Prelim 'BB-' Rating Sr. Secured TLB/TLC SOUTH HILLS: No Resident Care Concern, 1st PCO Report Says SOUTHROCK CAPITAL: Withdraws Bid to Extend CEO Litigation Stay STEWARD HEALTH: No Decline in Patient Care at Texarkana Facilities STEWARD HEALTH: No Supply Concerns at Arizona Facility STEWARD HEALTH: Stearns Weaver Represents Creditors STG LOGISTICS: $750MM Bank Debt Trades at 28% Discount SWF HOLDINGS I: $1.63BB Bank Debt Trades at 24% Discount TARGET GROUP: Posts $667K Net Income in Second Quarter TELLURIAN INC: Incurs $140 Million Net Loss in Second Quarter TERRASCEND INC: Incurs $6.24 Million Net Loss in Second Quarter TRINSEO PLC: Incurs $67.8 Million Net Loss in Second Quarter UNITED PF: $116MM Bank Debt Trades at 29% Discount VERDE RESOURCES: Names Jeremy Concannon as Chief Growth Officer VTV THERAPEUTICS: Incurs $5.18 Million Net Loss in Second Quarter WALGREENS BOOTS: Moody's Rates New Senior Unsecured Notes 'B1' WHEEL PROS: S&P Cuts ICR to 'CC' On Likely Distressed Restructuring WP NEWCO: $1.01BB Bank Debt Trades at 48% Discount WW INTERNATIONAL: $945MM Bank Debt Trades at 73% Discount [*] 31st Distressed Investing Conference: Early Bird Discount! [^] Large Companies with Insolvent Balance Sheet ********* 9300 WILSHIRE: Hires Tenzer Consulting as Real Estate Expert ------------------------------------------------------------ 9300 Wilshire LLC seeks approval from the U.S. Bankruptcy Court for the District of California to employ Tenzer Consulting Group as real estate expert. The firm will serve as the Debtor's expert generally on real estate matters, and specifically with respect to interest rate issues in connection with the submission and approval of its Chapter 11 Plan of Reorganization and Disclosure Statement. The firm will be paid at these rates: Gary Tenzer $995 Richard Ferrell $750 The firm will be paid a retainer in the amount of $30,000 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary M. Tenzer, a partner at Tenzer Consulting Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gary M. Tenzer Tenzer Consulting Group, LLC 10250 Constellation Boulevard Suite 2700 Los Angeles, CA 90067 Tel: (310) 867-2903 (310) 926-4525 About 9300 Wilshire LLC 9300 Wilshire, LLC, is a Beverly Hills-based company engaged in activities related to real estate. 9300 Wilshire filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10918) on Feb. 21, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Leonid Pustilnikov, 9300 Wilshire's manager, signed the petition. Judge Ernest M. Robles presides over the case. The Debtor tapped Victor A. Sahn, Esq., at Greenspoon Marder, LLP as bankruptcy counsel and Rutan & Tucker, LLP as special counsel. ACCELERATE DIAGNOSTICS: Closes $15 Million Note Purchase Agreement ------------------------------------------------------------------ Accelerate Diagnostics, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a Note Purchase Agreement, dated Aug. 8, 2024, with certain investors. Pursuant to the Note Purchase Agreement, the Investors purchased $15 million in aggregate principal amount of the Company's 16.00% Super-Priority Senior Secured PIK Notes due 2025 from the Company. The sale of the Notes pursuant to the Note Purchase Agreement is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Securities Act. The Notes were issued under an indenture, dated as of Aug. 8, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, and collateral agent. The Indenture provides that the Notes will be secured by a super-priority security interest in the same collateral that secures the Company's outstanding 5.00% senior secured convertible notes due 2026. The Notes will mature on Dec. 31, 2025, and will bear interest at a rate of 16.00% per annum, payable in kind. Interest on the Notes will be payable by the Company quarterly in arrears on the last business day of each March, June, September and December, beginning on Sept. 30, 2024. The Indenture contains customary events of default, including, but not limited to, non-payment of principal or interest, breach of certain covenants in the Indenture, defaults under or failure to pay certain other indebtedness and certain events of bankruptcy, insolvency, and reorganization. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the holders of the Notes representing at least a majority in aggregate principal amount of the outstanding Notes, by notice to the Company and the Trustee, may declare 100% of the principal of, the premium (including the Exit Premium), and all accrued and unpaid interest on, all of the then outstanding Notes to be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of, the premium (including the Exit Premium), and all accrued and unpaid interest on, all of the then outstanding Notes will automatically become immediately due and payable. Upon the occurrence of a change of control, the Company will be required to make an offer to repurchase all or any portion of the outstanding Notes at a price in cash equal to 100% of the aggregate principal amount of the Notes repurchased, plus the premium (including the Exit Premium), and all accrued and unpaid interest to, but excluding, the date or repurchase. Upon the occurrence of any repayment (including in connection with a change of control or an asset sale) or redemption or acceleration upon any event of default, the Company is required to pay the investors a fee equal to a certain percentage of the aggregate principal amount of the Notes then outstanding plus accrued and unpaid interest thereon, which fee shall be equal to 30.00% if any such event occurs on or prior to June 30, 2025 and equal to 42.50% if any such event occurs on July 1, 2025 and thereafter. The Indenture also contains various affirmative, negative and financial covenants that, among other things, may restrict the ability of the Company and its subsidiaries to incur additional indebtedness, create certain liens, merge or consolidate with another entity, pay dividends or repurchase stock, and sell all or substantially all of their assets. The Company entered into an intercreditor agreement with the Collateral Agent and with the collateral agent for the Company's Convertible Notes, pursuant to which the collateral agent for the Convertible Notes subordinated the security interest of the Convertible Notes to the security interest of the Notes. The Company entered into a Security Agreement with the Collateral Agent. Pursuant to the Security Agreement, the Company granted the Collateral Agent a security interest in certain of its assets, including but not limited to certain accounts, equipment, fixtures and intellectual property, in order to secure the payment and performance of all of the Obligations, as defined in the Indenture. In connection with the Security Agreement, the Company and Collateral Agent also entered into a Patent Security Agreement and a Trademark Security Agreement. Pursuant to the IP Security Agreements, the Company granted the Collateral Agent a security interest in the Patent Collateral and Trademark Collateral. About Accelerate Diagnostics Tucson, Ariz.-based Accelerate Diagnostics, Inc. is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Phoenix, Ariz.-based Ernst & Young LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ACCELERATE DIAGNOSTICS: Incurs $11.59M Net Loss in 2nd Quarter -------------------------------------------------------------- Accelerate Diagnostics, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $11.59 million on $2.99 million of net sales for the three months ended June 30, 2024, compared to a net loss of $32.74 million on $2.92 million of net sales for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $25.82 million on $5.91 million of net sales, compared to a net loss of $49.53 million on $5.73 million of net sales for the same period in 2023. As of June 30, 2024, the Company had $22.87 million in total assets, $57.75 million in total liabilities, and a total stockholders' deficit of $34.89 million. Accelerate Diagostics said, "Based on its evaluation pursuant to ASC 205-40, the Company has determined that, as of the filing date of this Form 10-Q, there is substantial doubt about its ability to continue as a going concern, as the Company does not currently have adequate financial resources to fund its forecasted operating costs for at least twelve months from the filing date of this Form 10-Q." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/727207/000162828024036256/axdx-20240630.htm About Accelerate Diagnostics Tucson, Ariz.-based Accelerate Diagnostics, Inc., is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Phoenix, Ariz.-based Ernst & Young LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ACPRODUCTS HOLDINGS: $1.40BB Bank Debt Trades at 23% Discount ------------------------------------------------------------- Participations in a syndicated loan under which ACProducts Holdings Inc is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.40 billion Term loan facility is scheduled to mature on May 17, 2028. The amount is fully drawn and outstanding. ACProducts, Inc., headquartered in The Colony, Texas, is a national manufacturer and distributor of kitchen and bathroom cabinetry. American Industrial Partners, through its affiliates, is the primary owner of ACProducts, having acquired it in 2012. AEGIS TOXICOLOGY: $300MM Bank Debt Trades at 25% Discount --------------------------------------------------------- Participations in a syndicated loan under which Aegis Toxicology Sciences Corp is a borrower were trading in the secondary market around 74.5 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $300 million Term loan facility is scheduled to mature on May 9, 2025. About $282.0 million of the loan is withdrawn and outstanding. Aegis Toxicology Sciences Corporation, headquartered in Nashville, TN, is a specialty toxicology laboratory providing services to the healthcare, sports, workplace and biopharma industries. Aegis Toxicology Sciences Corporation is privately-owned by affiliates of financial sponsor ABRY Partners II, LLC (ABRY). Aegis Toxicology Sciences Corporation generated revenue of approximately $360 million in the last twelve months to March 31, 2023. AEMETIS INC: Reports $29.2 Million Net Loss in Fiscal Q2 -------------------------------------------------------- Aemetis, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $29.2 million on $66.6 million of revenues for the three months ended June 30, 2024, compared to a net loss of $25.3 million on $45.1 million of revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $53.4 million on $139.2 million of revenues, compared to a net loss of $51.7 million on $47.3 million of revenues for the same period in 2023. As of June 30, 2024, the Company had $232.1 million in total assets, $481 million in total liabilities, and $249 million in total shareholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/ynzhhtb2 About Aemetis Headquartered in Cupertino, California, Aemetis -- www.aemetis.com -- is a renewable natural gas, renewable fuel, and biochemicals company focused on the operation, acquisition, development, and commercialization of innovative technologies that replace petroleum-based products and reduce greenhouse gas emissions. Founded in 2006, Aemetis is operating and actively expanding a California biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas. Aemetis owns and operates a 65 million gallon per year ethanol production facility in California's Central Valley near Modesto that supplies about 80 dairies with animal feed. Aemetis also owns and operates a 60 million gallon per year production facility on the East Coast of India producing high-quality distilled biodiesel and refined glycerin for customers in India and Europe. Additionally, Aemetis is developing a sustainable aviation fuel (SAF) and renewable diesel fuel biorefinery in California to utilize renewable hydrogen, hydroelectric power, and renewable oils to produce low carbon intensity renewable jet and diesel fuel. In its Quarterly Report on Form 10-Q for the period ended March 31, 2024, Aemetis said, "As a result of negative capital, negative operating results, and collateralization of substantially all of the Company's assets, the Company has been reliant on its senior secured lender to provide extensions to the maturity dates of its debt and loan facilities, and was required in 2023 to remit excess cash from operations to the senior secured lender. In order to meet our obligations during the next twelve months, we will need to refinance debt with our senior lender for amounts becoming due in the next twelve months or receive the continued cooperation of our senior lender. This dependence on our senior lender raises substantial doubt about the Company's ability to continue as a going concern." Aemetis reported a net loss of $46.42 million for the year ended Dec. 31, 2023, compared to a net loss of $107.76 million for the year ended Dec. 31, 2022. AGEAGLE AERIAL: Garrett Patrick Wilson Holds 10.89% Stake --------------------------------------------------------- Garrett Patrick Wilson disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of April 29, 2024, he beneficially owned 1,300,673 shares of AgEagle Aerial Systems Inc.'s common shares, representing 10.89% of the shares outstanding. A full-text copy of Mr. Wilson's SEC Report is available at: https://tinyurl.com/mvm698hy About AgEagle Headquartered in Wichita, Kansas, AgEagle Aerial Systems Inc., through its wholly owned subsidiaries, is actively engaged in designing and delivering best-in-class drones, sensors, and software that solve important problems for our customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced, autonomous unmanned aerial systems ("UAS") which drive revenue at the intersection of flight hardware, sensors, and software for industries that include agriculture, military/defense, public safety, surveying/mapping, and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, including earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight ("BVLOS") and/or Operations Over People ("OOP") in the United States, Canada, Brazil, and the European Union, and being awarded Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense. Visit www.ageagle.com for more information. During the year ended December 31, 2023, the Company incurred a net loss of approximately $42.4 million. As of March 31, 2024, the Company had $23,221,107 in total assets, $14,168,187 in total liabilities, and $9,052,920 in total stockholders' equity. Orlando, Florida-based WithumSmith+Brown, PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations in excess of its current cash position, and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. AINOS INC: Posts $3.2 Million Net Loss in Fiscal Q2 --------------------------------------------------- Ainos, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3,195,022 with no reported revenues for the three months ended June 30, 2024, compared to a net loss of $2,349,727 on $28,555 of total revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $6,509,832 on $20,729 of total revenues, compared to a net loss of $4,870,202 on $77,719 of total revenues for the same period in 2023. Christopher Lee, Chief Financial Officer of Ainos, commented, "We had some deferred revenues from product sales in the quarter. We have continued to be capital efficient, as demonstrated by our prudent management of operating expenses, excluding depreciation, amortization, and stock-based compensation. Our financial position was further enhanced with the successful raising of US$9 million in a convertible note financing in May 2024 from an existing shareholder. We extend our sincere gratitude for their unwavering support. After prepaying a senior secured convertible note in August 2024, we believe we maintain a financial runway for more than 12 months. Our strategically careful financial management and strong investor backing position us well for creating continuous value creation for all stakeholders." As of June 30, 2024, the Company had $35,539,387 in total assets, $14,827,111 in total liabilities, and $20,712,276 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/22hmv65r About Ainos Ainos, Inc. -- www.ainos.com -- formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics, and telehealth-friendly POCTs powered by the AI Nose technology platform. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ALLIANCE MESA: Hires Thompson Coburn LLP as Counsel --------------------------------------------------- Alliance Mesa Cardio, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Thompson Coburn LLP as counsel. The firm's services include: a. advising the Debtor with respect to its rights and obligations as debtor in possession and regarding other matters of bankruptcy law; b. preparing on behalf of Debtor of necessary petitions, schedules, statement of financial affairs, plans of reorganization, disclosure statements and other pleadings and documents that may be required in these Chapter 11 Case; c. administering the Chapter 11 Case and the exercise of oversight with respect to the Debtor's affairs; d. appearing in Court, participating in litigation as a party-in-interest, and at statutory meetings of creditors to represent the interests of the Debtor; e. negotiating and evaluating any potential financing alternatives; f. negotiating, formulating, drafting and confirming a plan of reorganization or liquidation and matters related thereto; g. investigating, directed by the Debtor, among other things, unencumbered assets, liabilities, and financial condition of the Debtor, prior transactions, and operational issues concerning the Debtor that may be relevant to the Chapter 11 Case; h. communicating with the Debtor's constituents in furtherance of their responsibilities, including, but not limited to, communications required under section 1102 of the Bankruptcy Code; and, i. performing all of the Debtor's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and performing of such other services as are in the interests of those represented by the Debtor. The firm will be paid at these rates: David A. Warfield, Partner $855 per hour Brian W. Hockett, Partner $650 per hour Attorneys $335 to $1,310 per hour Law clerks, Paralegals, and Paraprofessionals $220 to $370 per hour The firm was paid a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David A. Warfield, Esq., a partner at Thompson Coburn 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: David A. Warfield, Esq. Thompson Coburn LLP One U.S. Bank Plaza, Suite 2700 St. Louis, MO 63101 Telephone: (314) 552-6079 Facsimile: (314) 552-7000 Email: dwarfield@thompsoncoburn.com bhockett@thompsoncoburn.com About Alliance Mesa Cardio LLC Alliance Mesa Cardio LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Alliance Mesa Cardio LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08848) on June 15, 2024. In the petition signed by Ben Reinberg, as sole member of Alliance Mesa Cardio Manager, LLC, which is the sole member of the Debtor, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Janet S. Baer oversees the case. The Debtor is represented by: David A. Warfield, Esq. THOMPSON COBURN LLP One US Bank Plaza, Suite 2700 St. Louis MO 63101 Tel: (314) 552-6000 Email: dwarfield@thompsoncoburn.com AMERICAN ACRYLIC: Hires Maxson Mago & Macaulay as Special Counsel ----------------------------------------------------------------- American Acrylic, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Maxson Mago & Macaulay, LLC as special counsel. The Debtor needs the firm's legal assistance in connection with a suit, Case No. 2024M200876, pending in the Circuit Court of Cook County, captioned as Scobie Partnership v. DeGreef Holdings LLC nka American Acrylics, LLC. The firm will be paid at these rates: Mark Shure $500 per hour Susan Stoddard $300 per hour The firm will be paid a retainer in the amount of $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark E. Shure, Esq., a partner at Maxson Mago & Macaulay 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: Mark E. Shure, Esq. Maxson Mago & Macaulay LLP 77 West Wacker Drive, Suite 4500 Chicago, IL 60601 Tel: (312) 803-0378 About American Acrylic, LLC American Acrylics LLC -- https://www.AmericanAcrylics.com -- established in 1973, American Acrylics offers terrific services in producing quality machined parts. We cut acrylic, acrylic mirror, Plexiglass, Lucite both cast & extruded plastics as well as styrene, styrene mirror & polypropylene. American Acrylics LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08049) on May 31, 2024. In the petition filed by Gregory DeGreef, as manager, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by Gregory K Stern, Esq. at Gregory K. Stern, P.C. AMERICAN RESOURCES: Falls Short of Nasdaq Bid Price Requirement --------------------------------------------------------------- American Resources Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a letter from the Nasdaq Stock Market indicating that for 31 consecutive business days prior to July 30, 2024, the Company's stock has not maintained a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). The notification of noncompliance has no immediate effect on the listing or trading of the Company’s stock on the Nasdaq Capital Market. Under the Listing Rules, if during the 180 calendar days following the date of the notification, or prior to January 27, 2025, the closing bid price of the Company's stock is at or above $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with the Minimum Bid Price Requirement and the common stock will continue to be eligible for listing on the Nasdaq Capital Market. If the Company does not achieve compliance with the Minimum Bid Price Requirement by January 27, 2025, the Company may be eligible for an additional 180 day period to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, by providing a written notice of its intention to cure the deficiency during the second compliance period. If the Company meets these requirements, an additional 180 days will be granted. If the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide a notice that the Company’s common stock will be subject to delisting. About American Resources Corp American Resources Corporation operates through subsidiaries that were formed or acquired in 2020, 2019, 2018, 2016, and 2015 for the purpose of acquiring, rehabilitating, and operating various natural resource assets including coal used in the steel-making and industrial markets, critical and rare earth elements used in the electrification economy, and aggregated metal and steel products used in the recycling industries. As of March 31, 2024, the Company had $2,463,516 in total assets and $1,426,009 in total liabilities. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit, and has continued to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. On May 3, 2024, the Audit Committee of the Company's Board of Directors approved the dismissal of BF Borgers 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. On May 10, 2024, the Audit Committee approved the appointment of GBQ Partners LLC as the Company's new independent public accounting firm, effective immediately. ANCHOR GLASS: $671.8MM Bank Debt Trades at 27% Discount ------------------------------------------------------- Participations in a syndicated loan under which Anchor Glass Container Corp is a borrower were trading in the secondary market around 72.7 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $671.8 million Payment in kind Term loan facility is scheduled to mature on December 8, 2025. The amount is fully drawn and outstanding. Anchor Glass Container Corporation manufactures containers. The Company produces glass containers for the food, beverage, beer, liquor, and consumer product industries. API HOLDINGS: $275.2MM Bank Debt Trades at 26% Discount ------------------------------------------------------- Participations in a syndicated loan under which API Holdings III Corp is a borrower were trading in the secondary market around 74 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $275.2 million Payment-in-kind Term loan facility is scheduled to mature on May 10, 2027. The amount is fully drawn and outstanding. API Holdings III Corp., headquartered in Marlborough, Mass., is a holding company whose main operating subsidiary is API Technologies Corp. The company is a tier three or tier four supplier of radio frequency (RF) and performance components and subsystems for the U.S. aerospace and defense industry. API is majority owned by affiliates of AEA Investors. APPLIED DNA: Posts Net Income of $1.85 Million in Third Quarter --------------------------------------------------------------- Applied DNA Sciences, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $1.85 million on $797,519 of total revenues for the three months ended June 30, 2024, compared to a net loss of $3.11 million on $2.92 million of total revenues for the three months ended June 30, 2023. For the nine months ended June 30, 2024, the Company reported a net loss of $3.77 million on $2.62 million of total revenues, compared to a net loss of $6.41 million on $12.59 million of total revenues for the same period in 2023. As of June 30, 2024, the Company had $16.69 million in total assets, $4.46 million in total liabilities, and $12.23 million in total equity. The Company has recurring net losses. The Company incurred a net loss and generated negative operating cash flow of $10,462,332 for the nine-month period ended June 30, 2024. At June 30, 2024, the Company had cash and cash equivalents of $10,442,131. According to Applied DNA, these factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these financial statements. It added that the ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. Management Commentary James A. Hayward, Ph.D., president and CEO of Applied DNA, stated, "FQ3 was characterized by strong execution across all three business segments. With a talented team and a strengthened balance sheet, we believe we are approaching key inflection points in each of our three business segments to drive total revenue growth year-over-year starting in the first half of fiscal 2025." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/744452/000141057824001226/apdn-20240630x10q.htm About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com/ -- is a biotechnology company developing and commercializing technologies to produce and detect deoxyribonucleic acid ("DNA") and ribonucleic acid ("RNA"). Using polymerase chain reaction ("PCR") to enable the production and detection of DNA and RNA, the Company currently operates in three primary business markets: (i) the enzymatic manufacture of synthetic DNA for use in the production of nucleic acid-based therapeutics (including biologics and drugs) and, through our recent acquisition of Spindle, the development and sale of a proprietary RNA polymerase ("RNAP") for use in the production of mRNA therapeutics; (ii) the detection of DNA and RNA in molecular diagnostics and genetic testing services; and (iii) the manufacture and detection of synthetic DNA for industrial supply chain security services. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 7, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AQUA METALS: Reduces Workforce Amid Financing Challenges -------------------------------------------------------- Aqua Metals, Inc. provided an update on its progress and strategic initiatives. According to the Company, development of its first commercial scale black mass recycling facility, the Sierra ARC, has progressed throughout Q2, including completion of a five megawatt upgrade of utility power, installation of switchgear, steel superstructures, equipment platform with two overhead cranes, as well as equipment deliveries, including tanks, evaporation systems, controls systems, and other key equipment. To complete the Sierra ARC, the Company will need additional financing. In May 2024, Aqua Metals announced the signing of a non-binding term sheet with one of the world's largest privately held companies for a secured credit facility of up to $33 million. However, the Company was recently advised by the lender that it was suspending further activity with regard to the secured credit facility due to continued high interest rates and recent declines in the market price for lithium-ion minerals, including an over 25% drop in lithium carbonate pricing, since signing the term sheet. These factors raised concerns on the part of the lender regarding the ability of Aqua Metals to meet the lender's proposed debt service covenants. This follows two months of rigorous due diligence by the lender, which management believes satisfied the lender's inquiries into the Company's technology, processes, supply and offtake chain and overall effectiveness of the ability to recycle black mass. Management intends to maintain communications with the lender in the hopes of resuming negotiations in the event of declining interest rates and/or rising mineral prices. Simultaneously, management continues to actively pursue the required funding through various other engagements with funding counterparties, including debt, project finance, joint venture and strategic investment options. The Company also announced that due to the delay in funding, it has completed a reduction in force of personnel hired largely in expectation of securing the required funding for the completion of the Sierra ARC and commencement of operations. The Company however does not expect the reduction in force to materially impact its current pilot operations or continuing research and development. Although the Sierra ARC continues to be at or under budget to date, attributable to both the benefits of piloting Li AquaRefining™ technology in 2022 and 2023 and the disciplined approach to procurement and build, the timeline is now shifting into 2025 compared to the previously planned late 2024 commissioning. Management believes that the reduction in force, coupled with non-essential asset disposition, deferral of certain expenses and more standard equipment leasing, will provide approximately one year of cash runway with no other sources of cash. Second Quarter Highlights: 1. Advancements at the Sierra ARC The Sierra ARC facility has surpassed numerous milestones, including the completion of floor reinforcement, equipment foundations, electric utility and switchgear upgrades, and mezzanine installation with overhead cranes. We have begun receiving and installing the initial equipment including, tanks, chillers, evaporators, and controls with testing underway. 2. Pilot Facility Operations The pilot facility has been consistently operating 24x5, showcasing the scalability and efficiency of Aqua Metals' AquaRefining™ technology. We believe these operations provide critical process validation data as a part of due diligence conducted by financing counterparties. 3. Successful Capital Raise Aqua Metals completed an $7.3 million net funding round, reflecting continued investor confidence in the company's technology and business plan. As Aqua Metals moves forward into the latter half of 2024, the company is focused on achieving several strategic objectives: * Continued engagement with counterparties to finance the remainder of the Sierra ARC build in a way that does not require overburdened debt service. This includes project finance, strategic financial and/or industry investments. * Continued Equipment Provisioning at the Sierra ARC:. Upon successful completion of the financing efforts, the company is in a position to move quickly to complete the remaining mechanical, electrical, plumbing, process equipment installs within 2 to 3 quarters and commence commissioning and scaling. * Expanding Strategic Partnerships: Aqua Metals continues to explore and solidify partnerships that enhance its supply chain and expand its market presence. Collaborations with announced industry leaders like 6K Energy, Dragonfly Energy, and Yulho Materials as well as further developing unannounced partners are pivotal to the company's strategy. * Continued Pilot Operations: The Company intends to continue operations of its pilot facility at the Innovation Center and produce battery grade materials for existing and prospective industry partners. The Company believes that continued pilot operations will also serve as an ongoing operating showcase of low cost, decarbonized, sodium sulfate free, safe and clean working environment in contrast to smelting and other hydrometallurgical methods. About Aqua Metals Aqua Metals, Inc. (NASDAQ: AQMS) -- https://www.aquametals.com/ -- is reinventing metals recycling with its patented AquaRefining technology. The Company is pioneering a sustainable recycling solution for materials strategic to energy storage and electric vehicle manufacturing supply chains. Aqua Metals is based in Reno, Nevada, and operates the first sustainable lithium battery recycling facility at the Company's Innovation Center in the Tahoe-Reno Industrial Center. As of March 31, 2024, the Company had $31.4 million in total assets, $8.6 million in total liabilities, and total stockholders' equity of $22.9 million. The Company cautioned in its Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern for the next 12 months. The Company stated that due to its lack of revenue from commercial operations, significant losses and need for additional capital, there is substantial doubt about its ability to continue as a going concern within the next 12 months. The Company intends to seek funds through the sale of equity or debt financing. Funding that includes the sale of its equity may be dilutive. If such financing is not available on satisfactory terms, the Company may be unable to further pursue its business plan and may be unable to continue operations. ARCH THERAPEUTICS: Secures $96K in 5th Convertible Notes Closing ---------------------------------------------------------------- Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 29, 2024, the Company consummated a fifth closing of the Convertible Notes Offering pursuant to the terms and conditions of the SPA with certain institutional and accredited individual investors who have previously purchased secured promissory notes from the Company, providing for the issuance and sale by the Company to the Investors 2024 First Notes convertible into shares of Common Stock. The 2024 First Notes were issued as part of the Convertible Notes Offering previously authorized by the Company’s board of directors. In connection with the Fifth Closing of the Convertible Notes Offering, the Company issued and sold to the Investors 2024 First Notes in the aggregate principal amount of $96,000, which includes an aggregate $16,000 original issue discount in respect of the 2024 First Notes. The net proceeds for the sale of the 2024 First Notes was approximately $80,000, after deducting issuance discounts. The Fifth Closing of the sale of the 2024 First Notes under the SPA occurred on July 29, 2024. The Company intends to use the net proceeds from the Convertible Notes Offering primarily for working capital and general corporate purposes and has not allocated specific amounts for any specific purposes. The 2024 First Notes become due and payable on August 15, 2024, and may be prepaid provided that an Event of Default has not occurred. The 2024 First Notes bear interest on the unpaid principal balance at a rate equal to 10% (computed on the basis of the actual number of days elapsed in a 360-day year) per annum accruing from the Fifth Closing Date until the 2024 First Notes become due and payable at maturity or upon their conversion, acceleration or by prepayment, and may become due and payable upon the occurrence of an Event of Default under the 2024 First Notes. Any amount of principal or interest on the 2024 First Notes which is not paid when due shall bear interest at the rate of the lesser of (i) 18% per annum or (ii) the maximum amount allowed by law from the due date thereof until payment in full. The 2024 First Notes are convertible into an aggregate of 192,000 shares of Common Stock at the option of the holder of the 2024 First Notes from the Fifth Closing Date at the Conversion Price through the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in the 2024 First Notes); provided, however, the 2024 First Notes include a provision preventing such conversion if, as a result, the Holder, together with its affiliates and any other persons whose beneficial ownership of Company Common Stock would be aggregated with the Holder’s, would be deemed to beneficially own more than 4.99% of the outstanding shares of the Company’s Common Stock immediately after giving effect to the Conversion; and provided further, the Holder, upon notice to the Company, may increase or decrease the Note Ownership Limitation; provided that (i) the Note Ownership Limitation may only be increased to a maximum of 9.99% of the outstanding shares of the Company’s Common Stock; and (ii) any increase in the Note Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The initial conversion price of the 2024 First Notes shall be equal to $0.50 per share and may be reduced or increased proportionately as a result of any stock dividends, recapitalizations, reorganizations, and similar transactions. If the Company fails to deliver the shares of Common Stock issuable upon a conversion by the Deadline, then the Company is obligated to pay such 2024 First Note Holders $5,000 per day in cash for each day beyond the Deadline. The 2024 First Notes contains customary events of default, which includes, among other things, (i) the Company’s failure to pay when due any principal or interest payment under the 2024 First Notes; (ii) the insolvency of the Company; (iii) delisting of the Company’s Common Stock; (iv) the Company’s breach of any material covenant or other material term or condition under the 2024 First Notes; and (v) the Company’s breach of any representations or warranties under the 2024 First Notes which cannot be cured within five days. Further, Events of Default under the 2024 First Notes also include (i) the unavailability of Rule 144 on or after six months from the Issue Date (as defined therein); (ii) the Company’s failure to deliver the shares of Common Stock to the 2024 First Note Holders upon exercise by such Holder of its conversion rights under the 2024 First Notes; (iii) the Company’s loss of the “bid” price for its Common Stock and/or a market and such loss is not cured during the specified cure periods; and (iv) the Company’s failure to complete an uplist to a National Exchange (as defined therein) by August 15, 2024. Upon an Event of Default, the 2024 First Notes shall become immediately due and payable and the Company shall pay the 2024 First Note Holders an amount equal to 125% multiplied by the sum of the outstanding principal amount of the 2024 First Notes plus any accrued and unpaid interest on the unpaid principal amount of the 2024 First Notes to the date of payment, plus any Default Interest and any other amounts owed to the Holder under the SPA; provided that, upon any subsequent Event of Default not in connection with the first Event of Default, the Holder shall be entitled to an additional 5% to the Default Premium for each subsequent Event of Default. At the election of each 2024 First Note Holder, the Default Amount may be paid in cash or shares of Common Stock equal to the Default Amount divided by the Conversion Price at the time of payment. Upon the closing of the transaction that results in the uplist of the Common Stock to a National Exchange, 100% of the then outstanding principal amount of the 2024 First Notes shall automatically convert into shares of Common Stock, with the conversion price for purposes of such Automatic Conversion being $0.515625 per share. Upon the Automatic Conversion and to the extent that the beneficial ownership of the Holders of 2024 First Notes would increase over the applicable Note Ownership Limitation, the Holder will receive pre-funded warrants in lieu of shares of Common Stock otherwise issuable to the Holder in connection with the Automatic Conversion, which 2024 Note Conversion Pre-Funded Warrants shall have an exercise price of $0.000125 per share, may be exercised on a cashless basis, shall be exercisable immediately upon issuance and shall contain a customary beneficial ownership limitation provision.In addition, upon the Automatic Conversion, the Holder shall receive a warrant to purchase a number of shares of Common Stock equal to the number of shares of Common Stock (or shares of Common Stock underlying 2024 Note Conversion Pre-Funded Warrants, if any) issued upon the Automatic Conversion. The Uplist Conversion Warrant shall have an exercise price per share of $0.50 and shall otherwise be identical to the warrants (other than pre-funded warrants) sold pursuant to the securities purchase agreement dated November 8, 2023, as amended. The Company also agreed in the 2024 First Notes to file no later than 60 days after the closing of an uplist to a National Exchange a registration statement on Form S-4, or other appropriate form, registering the offer by the Company to exchange, on a one-for-one basis, all outstanding Uplist Conversion Warrants and certain other warrants for newly issued warrants identical to the warrants being sold in the offering that results in the uplist to a National Exchange, which warrants are expected to be listed on the Cboe BZX Exchange, Inc. under the symbol “ARTHW.” The 2024 First Notes issued on the Fourth Closing and the Fifth Closing will be senior in priority to the 2024 First Notes previously issued on the First Closing, Second Closing, and Third Closing, and the notes previously issued pursuant to the Securities Purchase Agreement, dated as of July 6, 2022, by and among the Company and each of the parties listed on the signature pages thereto. On the Initial Closing Date, the Company entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company is obligated, subject to certain conditions, to file with the Securities and Exchange Commission within 60 days after the Initial Closing Date one or more registration statements to register the Conversion Shares for resale under the Securities Act of 1933, as amended. The Company’s failure to satisfy certain filing and effectiveness deadlines with respect to a Resale Registration Statement and certain other requirements set forth in the Registration Rights Agreement may subject the Company to payment of monetary penalties. In connection with the issuance of the 2024 First Notes, the Company entered into a Security Agreement with the Collateral Agent (as defined therein) on behalf of the Investors on the Initial Closing Date, pursuant to which the Company and each of its subsidiaries provided as collateral to the Investors a security interest in, and a lien on, substantially all of the Debtors. Upon an Event of Default under the 2024 First Note, each Investor may exercise its rights to the collateral pursuant to the terms of the Security Agreement. In connection with the issuance of the 2024 First Notes, the Company also entered into an Intellectual Property Security Agreement with the Collateral Agent on behalf of the Investors on the Initial Closing Date, pursuant to which the Company and each of its subsidiaries provided as collateral to the investors a security interest in, and a lien on, substantially all of the IP Debtors. Upon an Event of Default under the 2024 First Notes, each Investor may exercise its rights to the collateral pursuant to the terms of the Security Agreement. The preceding descriptions of the SPA, 2024 First Notes, Registration Rights Agreement, Security Agreement and IP Security Agreement are qualified in their entirety by reference to the copies of the Forms of Securities Purchase Agreement, 2024 First Note, Registration Rights Agreement, Security Agreement and IP Security Agreement are attached in the Company's Current Report on Form 8-K, available at: https://tinyurl.com/4x545pff About Arch Therapeutics Inc. Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing products based on its innovative AC5 self-assembling technology platform. As of December 31, 2023, the Company had $1,821,947 in total assets, $11,397,463 in total current liabilities, and $9,575,516 in total stockholders' deficit. Los Angeles, Calif.-based Weinberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024, citing that during the year ended September 30, 2023, the Company incurred a net loss and utilized cash flows in operations, and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ASSOCIATION MOTOR: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Association Motor Club, LLC. About Association Motor Club Association Motor Club, LLC, doing business as Auto Spa Bistro, is an Atlanta-based company engaged in cleaning, washing and waxing automotive vehicles. Association Motor Club sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-57098) on July 9, 2024, with assets of $100,000 to $500,000 and liabilities of $1 million to $10 million. Lemont Bradley, owner, signed the petition. Judge Lisa Ritchey Craig oversees the case. The Debtor is represented by William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC. ATI PHYSICAL: Reports Net Loss of $2.6 Million in Fiscal Q2 ----------------------------------------------------------- ATI Physical Therapy, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.6 million on $188.1 million of net revenues for the three months ended June 30, 2024, compared to a net loss of $21.7 million on $172.3 million of net revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $16.1 million on $369.6 million of net revenues, compared to a net loss of $47 million on $339.3 million of total revenues for the same period in 2023. As of June 30, 2024, the Company had $33 million in cash and cash equivalents and no available capacity under its revolving credit facility. The Company was in compliance with its minimum liquidity covenant under the 2022 Credit Agreement as of June 30, 2024. The Company has continued to generate negative operating cash flows and net losses. For the six months ended June 30, 2024, the Company had cash flows used in operating activities of $27.9 million. These results are, in part, due to its current capital structure, including cash interest costs, and the Company's pace of visit volume and operating performance at the clinic level. The Company has continued to fund cash used in operations primarily from financing activities and expects to need and is in the process of seeking additional liquidity in 2024. This additional funding, if the Company is successful in obtaining it, will be used for working capital requirements, necessary capital expenditures as well as to be available for general corporate purposes, including interest repayments. The Company is at risk of insufficient funding to meet its obligations as they become due as well as potential non-compliance with its minimum liquidity financial covenant under its 2022 Credit Agreement. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern. On June 15, 2023, the Company completed a debt restructuring transaction under its 2022 Credit Agreement including: (i) a delayed draw new money financing in an aggregate principal amount of $25 million, comprised of (A) second lien paid-in-kind convertible notes and (B) shares of Series B Preferred Stock. The Company utilized the delayed draw of $25.0 million during the six months ended June 30, 2024. The Company plans to continue its efforts to improve its operating results and cash flow through increases to clinical staffing levels, improvements in clinician productivity, controlling costs and capital expenditures and increases in patient visit volumes, referrals and rate per visit. There can be no assurance that the Company's plan will be successful in any of these respects. Future liquidity needs are expected to require additional sources of liquidity beyond operating results. Additional liquidity sources considered include but are not limited to: * raising additional debt and/or equity capital, * disposal of assets, and/or * other strategic alternatives to improve its business, results of operations and financial condition. There can be no assurance that the Company will be successful in accessing such alternative options or financing if or when needed. Failure to do so could have a material adverse impact on our business, financial condition, results of operations and cash flows, and may lead to events including bankruptcy, reorganization or insolvency. Management plans have not been fully implemented and, as a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, the Company had $990.5 million in total assets, $880.2 million in total liabilities, $231.8 million in mezzanine equity and $121.5 million in total shareholders' deficit. "We again experienced notable growth in the second quarter, with over 1,500 more patient visits each day compared to the same period last year," said Sharon Vitti, Chief Executive Officer of ATI. "Demand for our services remains strong, and our growing clinical base continues to execute on providing access and quality outcomes for our patients. Because of their hard work, we saw year-over-year growth in the business." Ms. Vitti added, "We also saw higher rates per visit compared to the prior year due to the dedication of our payor and revenue cycle management teams. Equally exciting, we were recently notified by CMS that we have received an exceptional MIPS rating for the 5th consecutive year, a distinction recognizing the high-quality care we deliver every day. The ATI family is proud of this honor." Joe Jordan, Chief Financial Officer of ATI, commented, "Our financial progress is a direct result of our strategic focus on people and operations. For the third quarter, we are guiding revenue to be between $180 million and $190 million and Adjusted EBITDA1 to be between $9 to $14 million." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/7c6vwurc About ATI Physical Therapy Headquartered in Bolingbrook, Ill., ATI Physical Therapy, Inc., together with its subsidiaries, is a nationally recognized healthcare company specializing in outpatient rehabilitation and adjacent healthcare services. The Company provides outpatient physical therapy services under the name ATI Physical Therapy and, as of Dec. 31, 2023, had 896 clinics located in 24 states (as well as 18 clinics under management service agreements). Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Feb. 27, 2024, citing that the Company has experienced recurring losses from operations and negative cash flows from operations and requires operational improvement in order to meet its obligations as they become due over the next 12 months and maintain compliance with debt covenants, which raises substantial doubt about its ability to continue as a going concern. ATLAS PURCHASER: $128MM Bank Debt Trades at 68% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 31.6 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $128 million Term loan facility is scheduled to mature on May 18, 2028. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solution. AULT ALLIANCE: Gets Total $44.3MM in Series C Stock Sale -------------------------------------------------------- Ault Alliance, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 2, 2024, the Company, pursuant to the Securities Purchase Agreement entered into with Ault & Company, Inc., an affiliate of the Company, on November 6, 2023, sold 300 shares of Series C convertible preferred stock, and warrants to purchase 88,692 shares of the Company's common stock to the Purchaser, for a purchase price of $300,000. As of August 2, 2024, the Purchaser has purchased an aggregate of 44,300 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 13,096,823 Warrant Shares, for an aggregate purchase price of $44.3 million. The Agreement provides that the Purchaser may purchase up to $75 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. About Ault Alliance Ault Alliance, Inc. -- 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 owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for emerging artificial intelligence ecosystems and other industries. The Company provides mission-critical products that support a diverse range of industries, including metaverse platforms, 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. AVENTIV TECHNOLOGIES: $1.03BB Bank Debt Trades at 30% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Aventiv Technologies LLC is a borrower were trading in the secondary market around 70.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.03 billion Term loan facility is scheduled to mature on November 1, 2024. The amount is fully drawn and outstanding. Carrollton, Texas-based Aventiv Technologies LLC is a diversified technology company that provides innovative solutions to customers in the corrections and government services sectors. Aventiv is the parent company to Securus Technologies and AllPaid. AVENTIV TECHNOLOGIES: $1.04BB Bank Debt Trades at 31% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Aventiv Technologies LLC is a borrower were trading in the secondary market around 69.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.04 billionTerm loan facility is scheduled to mature on July 31, 2025. The amount is fully drawn and outstanding. Carrollton, Texas-based Aventiv Technologies LLC is a diversified technology company that provides innovative solutions to customers in the corrections and government services sectors. Aventiv is the parent company to Securus Technologies and AllPaid. AVINGER INC: Incurs $4.60 Million Net Loss in Second Quarter ------------------------------------------------------------ Avinger, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss applicable to common stockholders of $4.60 million on $1.85 million of revenues for the three months ended June 30, 2024, compared to a net loss applicable to common stockholders of $5.39 million on $2.04 million of revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss applicable to common stockholders of $8.27 million on $3.71 million of revenues, compared to a net loss applicable to common stockholders of $11.26 million on $3.93 million of revenues for the six months ended June 30, 2023. As of June 30, 2024, the Company had $17.30 million in total assets, $9.54 million in total liabilities, and $7.75 million in total stockholders' equity. Cash and cash equivalents totaled $8.8 million as of June 30, 2024. In May 2024, the Company announced the conversion of $11 million or approximately 80% of its CRG debt at the time into shares of a new series of convertible preferred stock, which reduced the outstanding principal amount of debt to $2.6 million with no principal payments required until 2027. The debt conversion resulted in an $11 million increase in stockholders' equity. In June 2024, the Company announced a public offering valued at up to $24 million in total proceeds, including $6 million up front and up to an additional $18 million of aggregate gross proceeds upon the exercise in full of coronary clinical milestone-linked warrants. Avinger stated, "The Company can provide no assurance that it will be successful in raising funds pursuant to additional equity or debt financings or that such funds will be raised at prices that do not create substantial dilution for its existing stockholders. Given the volatility in the Company's stock price, any financing that the Company may undertake in the next twelve months could cause substantial dilution to its existing stockholders, and there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its various endeavors. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In addition, the macroeconomic environment has in the past resulted in and could continue to result in reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits and reduced business and consumer spending, which could increase the cost of capital and/or limit the availability of capital to the Company." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1506928/000143774924025597/avgr20240630_10q.htm About Avinger Inc. Headquartered in Redwood City, Calif., Avinger, Inc. -- http://www.avinger.com/-- is a commercial-stage medical device company that designs and develops the first image-guided, catheter-based system for the diagnosis and treatment of patients with vascular disease in the peripheral and coronary arteries. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox series of imaging consoles, the Ocelot and Tigereye family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices for the treatment of peripheral artery disease (PAD), estimated to affect more than 200 million people worldwide. Avinger is developing its first product application for the treatment of coronary artery disease (CAD), an image-guided system for CTO-crossing in the coronary arteries, which provides the opportunity to redefine a large and underserved market. San Francisco, Calif.-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AVON PRODUCTS: Seeks Ch.11 Protection to Address Talc Liabilities ----------------------------------------------------------------- Avon Products, Inc., a U.S.-based non-operational holding company of the Avon beauty brand, and certain of its U.S. subsidiaries, including AIO US, Inc., on Aug. 12, 2024, filed voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware to address API's debt and legacy talc liabilities. The Debtors' cases are pending joint administration under In re AIO US, Inc., Case No. 24-11836. Avon's operating businesses outside the U.S. are not part of the Chapter 11 proceedings, and it is business as usual in Avon's international markets. The Avon Company, which is the Avon brand in the U.S., is also not part of the proceedings. The debtors estimate their assets and liabilities in the range of $1 billion to $10 billion. Weil Gotshal serves as lead counsel; Ankura has been hired as restructuring advisor; and Rothschild is providing investment banking and financial advisory services. Brazil-based Natura &Co, which acquired majority control of Avon in 2020, has entered into an agreement to purchase the equity interests in Avon's non-U.S. operations for $125 million in the form of a credit bid, subject to a Court-supervised auction process to flush out any higher and better offers. Natura & Co has also committed up to $43 million of debtor-in-possession financing to provide sufficient liquidity to fund API’s obligations during the sale process. John Dubel serves as the board's chairman. BIEDERMANN MOTECH: Seeks Chapter 11 Bankruptcy Protection --------------------------------------------------------- Rihem Akkouche of USA Herald reports that Biedermann Motech, a maker of implants for spinal and extremity surgery, filed for Chapter 11 protection in Delaware bankruptcy court, listing $34 million in debt. The late Wednesday, July 31, 2024, filing did not include the usual first-day declaration but did feature a Chapter 11 plan and its disclosure statement. As of Thursday, it was unclear if the case was a prepackaged bankruptcy, where creditors are solicited before the filing. In the disclosure statement filed Thursday, Biedermann Motech Inc. President Markku Biedermann revealed the company holds about $34 million in debt and assets worth up to $10 million. The statement did not detail the reasons for the bankruptcy filing. Biedermann Motech Files for Bankruptcy : Proposed Chapter 11 Plan. Under the proposed Chapter 11 plan, unpaid allowed administration claims and fee claims will be paid in cash. General unsecured claims holders would receive a pro-rata distribution of $50,000, according to the disclosure statement. Creditors and Debts Among the company's creditors are Biedermann Technologies GmbH & Co. in Germany, holding about $25 million in unsecured claims, and Lutz Biedermann, the company's chairman, who holds around $10 million, according to the petition. About Biedermann Motech Biedermann Motech is a mid-sized family-owned company, operates in Miami, Florida, and Villingen-Schwenningen, Germany, according to its website. The company, also known as Miami Device Solutions LLC, has provided orthopedic trauma implants for the spine and upper extremities since 1916. Biedermann Motech sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11638) on July 31, 2024. In its petition, the Debtor reports about $34 million in debt and assets worth up to $10 million. The Debtor is represented by John Daniel McLaughlin, Jr. of McLaughlin Law Office LLC. BIG LOTS: Amends Loan Agreements to Support Store Closures ---------------------------------------------------------- Big Lots Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that in connection with its previously disclosed intention to aggressively address underperforming stores, on July 31, 2024, the Company and certain of its direct and indirect wholly-owned subsidiaries entered into: (1) the Second Amendment (the "ABL Amendment") to its $900 million five-year asset-based revolving credit facility; and (2) Amendment No. 1 (the "Term Loan Amendment") to its $200 million "first in, last out" delayed draw term loan facility. The Company incurred customary fees and expenses in connection with its entry into these amendments. The ABL Amendment amends the 2022 Credit Agreement to, among other things: 1) increase the number of permitted store closings from 150 to 315, 2) reduce the aggregate commitments under the 2022 Credit Agreement from $900 million to $800 million, 3) increase the interest rate applicable to borrowings under the 2022 Credit Agreement by 50 bps, and 4) require the Company to deliver certain additional reports to the lenders. The Term Loan Amendment amends the Term Loan Facility to, among other things: 1) increase the number of permitted store closings from 150 to 315, 2) require all additional borrowings under the Term Loan Facility to be made in accordance with the Approved Budget, and 3) require the Company to deliver certain additional reports to the lenders. Big Lots contact info and the contact info of its lawyers: Big Lots, Inc. 4900 E. Dublin-Granville Road Columbus, OH 43081 Attention: Rocky Robins, General Counsel Email: rrobins@biglots.com with a copy to (which shall not constitute notice): Vorys, Sater, Seymour and Pease LLP 52 E. Gay Street Columbus, Ohio 43215 Attention: Nici Workman, Esq. Email: nnworkman@vorys.com Lender's contact info and that of its counsel: 1903P Loan Agent, LLC, as the Administrative Agent 101 Huntington Avenue, Suite 1100 Boston, Massachusetts 02199 Attention: Kyle C. Shonak, Senior Managing Director Email: kshonak@gordonbrothers.com with a copy to (which shall not constitute notice): Otterbourg P.C. 230 Park Avenue New York, New York 10169 Attention: David W. Morse; Chad B. Simon Email: dmorse@otterbourg.com; csimon@otterbourg.com Members of the lending consortium under the Term Loan Facility Agreement, dated July 31, 2024: * 1903 Partners, LLC, c/o Patricia Parent as VP and Treasurer * Tiger Finance LLC, c/o Andrew Cerussi, its managing director * Restore Capital (Big), LLC, c/o Dan Rubin, its managing director * Whitehawk Finance LLC, c/o Robert Louzan as authorized person Lenders under the ABL facility: * PNC BANK, NATIONAL ASSOCIATION, as a Lender and as an Issuing Bank and Swingline Lender * HUNTINGTON NATIONAL BANK, as a Lender * WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender * BANK OF AMERICA, N.A., as a Lender * FIFTH THIRD, NATIONAL ASSOCIATION, as a Lender * MUFG BANK, LTD., as a Lender Contact info of the agent under the ABL facility: (i) if to the Administrative Agent, the Swingline Lender, or PNC Bank, National Association as Issuing Bank, at: For Borrowing Requests, Interest Election Requests: and Notices to Issuing Bank: PNC Bank, National Association PNC Business Credit, Retail Finance 7121 Fairway Drive Suite 300 Palm Beach Gardens, FL Attention: Paul Starman Email: paul.starman@pnc.com For All Other Notices: PNC Bank, National Association PNC Business Credit, Retail Finance 7121 Fairway Drive Suite 300 Palm Beach Gardens, FL Attention: Paul Starman Email: paul.starman@pnc.com with a copy to (which shall not constitute notice): Choate, Hall & Stewart LLP Two International Place, 34th Floor Boston, MA 02110 Attention: John F. Ventola Office No: 617-248-5085 Facsimile: 617-502-5085 Email: jventola@choate.com Copies of the Second Amendment and the Term Loan Amendment are available at https://tinyurl.com/485e6e64 and https://tinyurl.com/5etpy7tt, respectively. About Big Lots Inc. Big Lots sells a wide assortment of brand-name and private label items, such as food, furniture, seasonal items, electronics and accessories, home decor, toys, and gifts. BIOLASE INC: Incurs $2.80 Million Net Loss in Second Quarter ------------------------------------------------------------ Biolase, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.80 million on $11.56 million of net revenue for the three months ended June 30, 2024, compared to a net loss of $4.87 million on $14.29 million of net revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $9.28 million on $21.69 million of net revenue, compared to a net loss of $10.72 million on $24.75 million of net revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $30.64 million in total assets, $32.77 million in total liabilities, $2.20 million in total mezzanine equity, and a total stockholders' deficit of $4.33 million. Biolase said, "The Company incurred losses from operations and used cash in operating activities for the three and six months ended June 30, 2024 and for the years ended December 31, 2023 and 2022. The Company's recurring losses, level of cash used in operations, and potential need for additional capital, along with uncertainties surrounding the Company's ability to raise additional capital, especially in light of the fact that our common stock is no longer traded on the Nasdaq, which makes it harder to attract investors and limits the types of financings that can be conducted, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern." Management Comments "We experienced another strong quarter in consumable revenue, recording our second-highest mark ever and achieving over 600 recurring subscriptions," commented John Beaver, president and chief executive officer of BIOLASE. "This success translates to over $2 million in scheduled shipments over the next twelve months. Our gross margin increased to 40%, up from 33% in the first quarter of 2024, due to cost reduction efforts implemented earlier in the year. Despite ongoing revenue challenges due to higher interest rates, I believe our performance shows that we are well-positioned for greater gains once our market returns to normal and dental practitioners have the purchasing power they have historically been accustomed to in the past. The positive response to the U.S. launch of our Waterlase iPlus Premier laser system last quarter underscores the strong interest in our industry-leading products and our commitment to innovation and customer satisfaction." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/811240/000095017024094086/biol-20240630.htm About Biolase Inc. BIOLASE -- http://www.biolase.com/-- is a medical device company that develops, manufactures, markets and sells laser systems in dentistry and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. As of Dec. 31, 2023, BIOLASE's proprietary laser products incorporate approximately 241 active patents and 21 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Irvine, Calif.-based Macias Gini & O'Connell, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended Dec. 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern. BLACKBERRY LTD: First Trust Reduces Equity Stake to 2.21% --------------------------------------------------------- First Trust Portfolios L.P. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of June 30, 2024, the firm and its affiliated entities -- First Trust Advisors L.P. and The Charger Corporation -- beneficially owned an aggregate amount of 13,035,992 shares of BlackBerry Limited's common stock, representing 2.21% of the shares outstanding, thus ceasing ownership of more than five percent of the class of securities. Such shares are held by the following entities in the respective amounts listed: First Trust Portfolios L.P.: 0 First Trust Advisors L.P.: 13,035,992 The Charger Corporation: 13,035,992 A full-text copy of First Trust's SEC Report is available at https://tinyurl.com/yt6ttc3u 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. BLINK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Blink Holdings, Inc. 45 West 45th Street, 10th Floor New York, NY 10036 One hundred thirty-eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Blink Holdings, Inc. (Lead Case) 24-11686 Blink Holdings, Inc. 24-11686 692 Broadway Fitness Club, Inc. 24-11687 Bergen Town Center Fitness Club, Inc. 24-11688 Blink Lodi, Inc. 24-11689 Blink 101 W 87th Street, Inc. 24-11690 Blink Selden, Inc. 24-11691 Blink 1060 W Alameda, Inc. 24-11692 Blink Long Point, Inc. 24-11693 Blink 1065 6th Avenue, Inc. 24-11694 Blink Macombs Road, Inc. 24-11695 Blink SER Portfolio, Inc. 24-11696 Blink Melville, Inc. 24-11697 Blink South Orange, Inc. 24-11698 Blink Metropolitan Avenue, Inc. 24-11699 Blink Southern Boulevard, Inc. 24-11700 Blink Bedford, Inc. 24-11701 Blink Frankford Avenue, Inc. 24-11702 Blink Miramar Parkway Inc. 24-11703 Blink St. Ann's Avenue, Inc. 24-11704 Blink Fulton Street, Inc. 24-11705 Blink Belleville Inc. 24-11706 Blink Myrtle Avenue, Inc. 24-11707 Blink Steinway Street, Inc. 24-11708 Blink Gage Park LLC 24-11709 Blink Stonebrook, Inc. 24-11710 Blink Nassau Street, Inc. 24-11711 Blink Gates, Inc. 24-11712 Blink 2883 3rd Avenue, Inc. 24-11713 Blink Bissonnet, Inc. 24-11714 Blink Sunset Park, Inc. 24-11715 Blink Georgetown Inc. 24-11716 Blink Newark, Inc. 24-11717 Blink Union, Inc. 24-11718 Blink Braddock Avenue Inc. 24-11719 Blink Hawthorne, Inc. 24-11720 Blink Normandie Avenue, Inc. 24-11721 Blink Utica Avenue, Inc. 24-11722 Blink Hicksville, Inc. 24-11723 Blink Brentwood, Inc. 24-11724 Blink 3779 Nostrand, Inc. 24-11725 Blink North 10th Street Corp. 24-11726 Blink Valley Stream, Inc. 24-11727 Blink Broadway Marketplace, Inc. 24-11728 Blink Highway 249, Inc. 24-11729 Blink North Riverside LLC 24-11730 Blink 56-02 Roosevelt, Inc. 24-11731 Blink Webster Avenue, Inc. 24-11732 Blink Holdings II, Inc. 24-11733 Blink Nostrand Avenue, Inc. 24-11734 Blink West 31st Street, Inc. 24-11735 Blink 600 Third Avenue, Inc. 24-11736 Blink NRH, Inc. 24-11737 Blink Irvington Inc. 24-11738 Blink West 8th Street, Inc. 24-11739 Blink Islandia, Inc. 24-11740 Blink Brookhurst, Inc. 24-11741 Blink Nutley, Inc. 24-11742 Blink 69th Street Inc. 24-11743 Blink Jamaica Avenue, Inc. 24-11744 Blink West Islip, Inc. 24-11745 Blink Clifton, Inc. 24-11746 Blink 78-14 Roosevelt, Inc. 24-11747 Blink Jerome Avenue, Inc. 24-11748 Blink Pacific Boulevard, Inc. 24-11749 Blink Westchase Inc. 24-11750 Blink 108-14 Roosevelt, Inc. 24-11751 Blink Commercial Boulevard, Inc. 24-11752 Blink 79th Holdings Inc. 24-11753 Blink Journal Square, Inc. 24-11754 Blink 1134 Fulton, Inc. 24-11755 Blink Parsippany, Inc. 24-11756 Blink White Plains, Inc. 24-11757 Blink Company Intermediate Holdco Inc. 24-11758 Blink 116th Street, Inc. 24-11759 Blink Keller, Inc. 24-11760 Blink Passaic, Inc. 24-11761 Blink 8201 Broadway, Inc. 24-11762 Blink Whitman, Inc. 24-11763 Blink Compton & Central Avenue, Inc. 24-11764 Blink Kendall Market Place Inc. 24-11765 Blink Paterson, Inc. 24-11766 Blink Williamsbridge, Inc. 24-11767 Blink Concourse Holdings, Inc. 24-11768 Blink Kenwood, Inc. 24-11769 Blink 833 Flatbush, Inc. 24-11770 Blink Knickerbocker, Inc. 24-11771 Blink Perth Amboy, Inc. 24-11772 Blink Willingboro, Inc. 24-11773 Blink Courtesy Plaza Inc. 24-11774 Blink 886 Broadway, Inc. 24-11775 Blink KWT Holdco LLC 24-11776 Blink Plainfield, Inc. 24-11777 Blink Deerwood Inc. 24-11778 Blink Liberty Avenue, Inc. 24-11779 Blink 88th Street, Inc. 24-11780 Blink Richmond Road, Inc. 24-11781 Blink Diversey, Inc. 24-11782 Blink Linden, Inc. 24-11783 Blink 97-01 Northern Blvd., Inc. 24-11784 Blink Ridgeland Ave., Inc. 24-11785 Blink East 54th Street, Inc. 24-11786 Blink 12201 Victory Blvd Inc. 24-11787 Blink Riverdale, Inc. 24-11788 Blink 98th Street, Inc. 24-11789 Blink East Orange, Inc. 24-11790 Blink 125 Park, Inc. 24-11791 Blink East Tremont Avenue, Inc. 24-11792 Blink 9901 S. Alameda, Inc. 24-11793 Blink Eighth Avenue, Inc. 24-11794 Blink Abrams Road Inc. 24-11795 Blink 2192 Texas Parkway, Inc. 24-11796 Blink Farmers Boulevard Inc. 24-11797 Blink 125th Street, Inc. 24-11798 Blink Airline Drive, Inc. 24-11799 Blink 229 E. Foothill Boulevard, Inc. 24-11800 Blink Fitness Franchising, Inc. 24-11801 Blink 130 W.G. Street, Inc. 24-11802 Blink 2374 Grand Concourse, Inc. 24-11803 Blink Amboy Road Inc. 24-11804 Blink Fitness Rialto Inc. 24-11805 Blink 2465 Jerome Inc. 24-11806 Blink 16123 Bellflower Blvd., Inc. 24-11807 Blink Flatlands Avenue, Inc. 24-11808 Blink Ashland Avenue, Inc. 24-11809 Blink 2862 Fulton Street, Inc. 24-11810 Blink Fourth Avenue, Inc. 24-11811 Blink 16th Street, Inc. 24-11812 Blink Ashland Inc. 24-11813 Cross County Fitness Club, Inc. 24-11814 Blink 287 Broadway, Inc. 24-11815 Blink 18th Avenue, Inc. 24-11816 Blink 19500 Plummer, Inc. 24-11817 Blink Atlantic Ave LB Inc. 24-11818 Blink Atlantic Avenue, Inc. 24-11819 Blink Avenue A, Inc. 24-11820 Blink Baldwin, Inc. 24-11821 Blink Beach Street, Inc. 24-11822 Blink Wissinoming, Inc. 24-11823 Business Description: The Debtors are providers of fitness services in the high value, low price fitness category. The Debtors deliver a premium fitness experience, emphasizing inclusivity and positive messaging, using a simplified club infrastructure, which has enabled the Debtors to scale their business model. The Debtors launched their brand in 2011 with only three locations in New York and New Jersey. By 2019, the Debtors had expanded to 92 corporate-owned locations and 10 franchised locations in New York, New Jersey, Massachusetts, Texas, Illinois, and California, and had just launched a proprietary mobile application to enhance member experience. Chapter 11 Petition Date: August 12, 2024 Court: United States Bankruptcy Court District of Delaware One hundred thirty-eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Blink Holdings, Inc. (Lead Case) 24-11686 Blink Holdings, Inc. 24-11686 692 Broadway Fitness Club, Inc. 24-11687 Bergen Town Center Fitness Club, Inc. 24-11688 Blink Lodi, Inc. 24-11689 Blink 101 W 87th Street, Inc. 24-11690 Blink Selden, Inc. 24-11691 Blink 1060 W Alameda, Inc. 24-11692 Blink Long Point, Inc. 24-11693 Blink 1065 6th Avenue, Inc. 24-11694 Blink Macombs Road, Inc. 24-11695 Blink SER Portfolio, Inc. 24-11696 Blink Melville, Inc. 24-11697 Blink South Orange, Inc. 24-11698 Blink Metropolitan Avenue, Inc. 24-11699 Blink Southern Boulevard, Inc. 24-11700 Blink Bedford, Inc. 24-11701 Blink Frankford Avenue, Inc. 24-11702 Blink Miramar Parkway Inc. 24-11703 Blink St. Ann's Avenue, Inc. 24-11704 Blink Fulton Street, Inc. 24-11705 Blink Belleville Inc. 24-11706 Blink Myrtle Avenue, Inc. 24-11707 Blink Steinway Street, Inc. 24-11708 Blink Gage Park LLC 24-11709 Blink Stonebrook, Inc. 24-11710 Blink Nassau Street, Inc. 24-11711 Blink Gates, Inc. 24-11712 Blink 2883 3rd Avenue, Inc. 24-11713 Blink Bissonnet, Inc. 24-11714 Blink Sunset Park, Inc. 24-11715 Blink Georgetown Inc. 24-11716 Blink Newark, Inc. 24-11717 Blink Union, Inc. 24-11718 Blink Braddock Avenue Inc. 24-11719 Blink Hawthorne, Inc. 24-11720 Blink Normandie Avenue, Inc. 24-11721 Blink Utica Avenue, Inc. 24-11722 Blink Hicksville, Inc. 24-11723 Blink Brentwood, Inc. 24-11724 Blink 3779 Nostrand, Inc. 24-11725 Blink North 10th Street Corp. 24-11726 Blink Valley Stream, Inc. 24-11727 Blink Broadway Marketplace, Inc. 24-11728 Blink Highway 249, Inc. 24-11729 Blink North Riverside LLC 24-11730 Blink 56-02 Roosevelt, Inc. 24-11731 Blink Webster Avenue, Inc. 24-11732 Blink Holdings II, Inc. 24-11733 Blink Nostrand Avenue, Inc. 24-11734 Blink West 31st Street, Inc. 24-11735 Blink 600 Third Avenue, Inc. 24-11736 Blink NRH, Inc. 24-11737 Blink Irvington Inc. 24-11738 Blink West 8th Street, Inc. 24-11739 Blink Islandia, Inc. 24-11740 Blink Brookhurst, Inc. 24-11741 Blink Nutley, Inc. 24-11742 Blink 69th Street Inc. 24-11743 Blink Jamaica Avenue, Inc. 24-11744 Blink West Islip, Inc. 24-11745 Blink Clifton, Inc. 24-11746 Blink 78-14 Roosevelt, Inc. 24-11747 Blink Jerome Avenue, Inc. 24-11748 Blink Pacific Boulevard, Inc. 24-11749 Blink Westchase Inc. 24-11750 Blink 108-14 Roosevelt, Inc. 24-11751 Blink Commercial Boulevard, Inc. 24-11752 Blink 79th Holdings Inc. 24-11753 Blink Journal Square, Inc. 24-11754 Blink 1134 Fulton, Inc. 24-11755 Blink Parsippany, Inc. 24-11756 Blink White Plains, Inc. 24-11757 Blink Company Intermediate Holdco Inc. 24-11758 Blink 116th Street, Inc. 24-11759 Blink Keller, Inc. 24-11760 Blink Passaic, Inc. 24-11761 Blink 8201 Broadway, Inc. 24-11762 Blink Whitman, Inc. 24-11763 Blink Compton & Central Avenue, Inc. 24-11764 Blink Kendall Market Place Inc. 24-11765 Blink Paterson, Inc. 24-11766 Blink Williamsbridge, Inc. 24-11767 Blink Concourse Holdings, Inc. 24-11768 Blink Kenwood, Inc. 24-11769 Blink 833 Flatbush, Inc. 24-11770 Blink Knickerbocker, Inc. 24-11771 Blink Perth Amboy, Inc. 24-11772 Blink Willingboro, Inc. 24-11773 Blink Courtesy Plaza Inc. 24-11774 Blink 886 Broadway, Inc. 24-11775 Blink KWT Holdco LLC 24-11776 Blink Plainfield, Inc. 24-11777 Blink Deerwood Inc. 24-11778 Blink Liberty Avenue, Inc. 24-11779 Blink 88th Street, Inc. 24-11780 Blink Richmond Road, Inc. 24-11781 Blink Diversey, Inc. 24-11782 Blink Linden, Inc. 24-11783 Blink 97-01 Northern Blvd., Inc. 24-11784 Blink Ridgeland Ave., Inc. 24-11785 Blink East 54th Street, Inc. 24-11786 Blink 12201 Victory Blvd Inc. 24-11787 Blink Riverdale, Inc. 24-11788 Blink 98th Street, Inc. 24-11789 Blink East Orange, Inc. 24-11790 Blink 125 Park, Inc. 24-11791 Blink East Tremont Avenue, Inc. 24-11792 Blink 9901 S. Alameda, Inc. 24-11793 Blink Eighth Avenue, Inc. 24-11794 Blink Abrams Road Inc. 24-11795 Blink 2192 Texas Parkway, Inc. 24-11796 Blink Farmers Boulevard Inc. 24-11797 Blink 125th Street, Inc. 24-11798 Blink Airline Drive, Inc. 24-11799 Blink 229 E. Foothill Boulevard, Inc. 24-11800 Blink Fitness Franchising, Inc. 24-11801 Blink 130 W.G. Street, Inc. 24-11802 Blink 2374 Grand Concourse, Inc. 24-11803 Blink Amboy Road Inc. 24-11804 Blink Fitness Rialto Inc. 24-11805 Blink 2465 Jerome Inc. 24-11806 Blink 16123 Bellflower Blvd., Inc. 24-11807 Blink Flatlands Avenue, Inc. 24-11808 Blink Ashland Avenue, Inc. 24-11809 Blink 2862 Fulton Street, Inc. 24-11810 Blink Fourth Avenue, Inc. 24-11811 Blink 16th Street, Inc. 24-11812 Blink Ashland Inc. 24-11813 Cross County Fitness Club, Inc. 24-11814 Blink 287 Broadway, Inc. 24-11815 Blink 18th Avenue, Inc. 24-11816 Blink 19500 Plummer, Inc. 24-11817 Blink Atlantic Ave LB Inc. 24-11818 Blink Atlantic Avenue, Inc. 24-11819 Blink Avenue A, Inc. 24-11820 Blink Baldwin, Inc. 24-11821 Blink Beach Street, Inc. 24-11822 Blink Wissinoming, Inc. 24-11823 Judge: Hon. J. Kate Stickles Debtors' Counsel: Sean T. Greecher, Esq. Michael R. Nestor, Esq. Allison S. Mielke, Esq. Timothy R. Powell, Esq. Rebecca L. Lamb, Esq. Benjamin C. Carver, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com sgreecher@ycst.com amielke@ycst.com tpowell@ycst.com rlamb@ycst.com bcarver@ycst.com Debtors' Investment Banker: MOELIS & COMPANY 399 Park Avenue, 4th Floor New York, NY 10022 Debtors' Notice, Claims, Solicitation & Balloting Agent: EPIQ CORPORATE RESTRUCTURING, LLC 777 3rd Avenue, 12th Floor New York, NY 10017 Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Guy Harkless as president. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BG7RPOA/Blink_Holdings_Inc__debke-24-11686__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/G5K3MPY/692_Broadway_Fitness_Club_Inc__debke-24-11687__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/G3IBI6I/Bergen_Town_Center_Fitness_Club__debke-24-11688__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Johnson Health Tech NA, Inc. Trade Obligation $5,763,229 27829 Network Place Chicago, IL 60673-1278 Contact: Phyllis Dannin Phone: 401-749-5151 Email: PHYLLIS.DANNIN@MATRIXFITNESS.COM 2. JTRE 23 WS (DEL) LLC Lease Obligation $3,314,835 c/o JTRE 362 5th Ave, 12th FL New York, NY 10001 Contact: Jack Terzi Phone: 917-519-5225 Email: JACK@JTREHOLDINGS.COM 3. RW 5901 Flatlands LLC Lease Obligation $1,436,249 97-77 Queens Boulevard Suite 620 Rego Park, NY 11374 Contact: Alex Weiss Phone: 914-921-8240 Email: AWEISS@LAUNDRYCAPITAL.COM 4. 96 North 10th Street Lease Obligation $1,194,164 Holdings LLC c/o Transitions Acquisitions LLC 232 Broadway, Suite 400 Brooklyn, NY 11211 Contact: Mordy Getz Phone: 551-277-1997 Email: MORDY@SPARKREMGMT.COM 5. GLE-III, LLC Lease Obligation $445,346 c/o Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 P.O. Box 5020 New Hyde Park, NY 11042 Contact: Todd Buckstein Phone: 949-252-3852 Email: TBUCKSTEIN@KIMCOREALTY.COM 6. Motionsoft, Inc. Trade Obligation $445,263 1451 Rockville Pike, Suite 500 Rockville, MD 20852 Contact: Jeff Vandixhorn Phone: 917-519-5225 Email: JEFF@CLUBAUTOMATION.COM 7. VBGO Penn Plaza LLC Lease Obligation $416,665 292 Madison Avenue, 7th Floor New York, NY 10017 Contact: Brett Theis Phone: 212-551-8494 Email: BTHEIS@ROSENBERGESTIS.COM 8. Chicago, IL 4644-4658 Lease Obligation $354,161 S Drexell LLC c/o Insite Real Estate LLC 1400 16th St, Ste 300 Oak Brook, IL 60523 Contact: Scott Nicholson Phone: 630-617-9101 Email: SNICHOLSON@INSITEREALESTATE.COM 9. AwesomenessTV Holdings, LLC Lease Obligation $350,000 c/o Viacom Realty Corporation 1515 Broadway New York, NY 10036 Contact: Trupti Patel Phone: 212-846-7951 Email: TRUPTI.PATEL@PARAMOUNT.COM 10. A&G Realty Partners, LLC Trade Obligation $315,529 445 Broadhollow Rd, Suite 410 Mellville, NY 11747 Contact: Andy Graiser Phone: 631-465-9506 Email: ANDY@AGREP.COM 11. Good Earth Distribution, LLC Trade Obligation $289,371 440 West Street Fort Lee, NJ 07024 Contact: Meredith Cove Phone: 914-552-6795 Email: MEREDITH.COVE@GOODEARTHPRODUCTS.COM 12. MBB Realty Limited Lease Obligation $257,445 Partnership 33 Rock Hill Road, Suite 350 Bala Cynwyd, PA 19004 Contact: Michael Willner Phone: 610-658-7072 Email: MICHAEL@POMRE.COM 13. Avenue Code, LLC Trade Obligation $252,515 26 O Farrell Street, Ste. 600 San Francisco, CA 94108 Contact: Michele Marques Phone: 415-610-6624 Email: MMARQUES@AVENUECODE.COM 14. Duarte Brothers Woodwork Inc. Trade Obligation $242,750 97-21 78th Street Ozone Park, NY 11416 Contact: Norbey Duarte Phone: 917-916-0758 Email: DUARTEBROTHERS@AOL.COM 15. 125 Park Owner LLC Lease Obligation $201,597 420 Lexington Avenue, Suite 1800 New York, NY 10170 Contact: Brett Herschenfeld Phone: 212-216-1670 Email: BRETT.HERSCHENFELD@SLGREEN.COM 16. Brixmor SPE 6 LLC Judgment $197,329 c/o Downtown L.A. Law Group 601 N. Vermont Ave. Los Angeles, CA 90004 Contact: David Gerstenhaber Phone: 646-344-8888 Email: DAVID.GERSTENHABER@BRIXMOR.COM 17. Enel X North America, Inc. Trade Obligation $159,019 One Marina Park Drive, Suite 400 Boston, MA 02210 Contact: Ralph Campanelli Phone: 774-418-2903 Email: RALPH.CAMPANELLI@ENEL.COM 18. Stella Rising Inc. Trade Obligation $154,214 920 Broadway, 2nd Floor New York, NY 10010 Contact: Anthony Vespucci Phone: 973-512-8506 Email: AVESPUCCI@STELLARISING.COM 19. East 54th Street Partners LLC Lease Obligation $150,084 c/o JTRE 362 5th Ave, 12th FL New York, NY 10001 Contact: Jack Terzi Phone: 917-519-5225 Email: JACK@JTREHOLDINGS.COM 20. Levin Properties, L.P. Judgment $146,000 Phillips & Associates, PLLC 45 Broadway, Suite 430 New York, NY 10006 Contact: John Vessie Phone: 908-226-5277 Email: JVESSIE@LEVINMGT.COM CALICO LLC: Hires Barry A. Friedman and Associates as Attorney -------------------------------------------------------------- Calico, LLC seeks approval from the U.S. Bankruptcy Court for the District of Alabama to employ Barry A Friedman & Associates, PC as attorney. The firm will provide these services: a. take appropriate action with respect to secured and priority creditors; b. take appropriate action with respect to possible voidable preferences and transfers; c. prepare on behalf of the Debtor-in-Possession necessary petitions, answers, orders, reports and other papers and to try before the Court whatever issues are deemed necessary; d. investigate the accounts of the Debtor and the financial transactions related thereto; and e. perform all other legal services for Debtor in Possession which may be deemed necessary. The firm will be paid at the rate of $350 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Barry A. Friedman, Esq., a partner at Barry A. Friedman and Associates, 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: Barry A. Friedman, Esq. Barry A Friedman & Associates, PC Post Office Box 2394 Mobile, AL 36652 Tel: (251) 439-7400 Fax: (251) 432-2665 Email: bky@bafmobile.com About Calico, LLC Calico, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 24-11730) on July 16, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Henry A. Callaway presides over the case. Barry A. Friedman, Esq. at Barry A Friedman & Associates, PC represents the Debtor as legal counsel. CALIFORNIA RESOURCES: Add-on Notes No Impact on Moody's 'B1' CFR ---------------------------------------------------------------- Moody's Ratings commented that California Resources Corporation's (CRC) proposed senior unsecured notes offering due 2029 (add-on notes) does not affect its ratings and stable outlook, including the B1 Corporate Family Rating and the B2 ratings on the senior unsecured notes. The proceeds from the add-on notes will be used to repay some of the company's $545 million outstanding senior unsecured notes due 2026, improving its debt maturity profile while not affecting leverage. CRC issued $600 million of senior unsecured notes due 2029 in June 2024 and used the proceeds to refinance a portion of the debt associated with its Aera Energy LLC (Aera) merger. The add-on notes will be fungible with the existing notes due 2029. RATINGS RATIONALE CRC's B1 CFR reflects the positive impact of the Aera merger on its scale, financial profile and cash flow generation. Aera added to CRC's production, the proportion of oil in CRC's production mix and cash flow at a time when CRC expects the development of its Kern County assets to be constrained by delays into 2025 in the drilling permitting process. The Aera business also adds to CRC's potential low carbon business with additional CO2 sequestration storage capacity as well as carbon capture and sequestration (CCS), direct air capture (DAC) and solar projects. The equity funding of the purchase price and modest debt at Aera left CRC with a strong balance sheet following the merger close in July 2024. However, the regulatory risk CRC is exposed to as an exploration and production company with all of its operations in California continues to be a constraint on its credit rating as the numerous and ongoing changes to the regulation of oil and gas operations and related legal challenges pose significant risk for the company's cash flow. CRC has high operating costs associated with its enhanced oil recovery operations compared to E&P companies in other US basins. Moody's expect production volumes on CRC's legacy assets to decline until it is able to secure permits to drill new wells. The company benefits from its large scale and legacy production with significant infrastructure as the largest operator in California. CRC's well-defined, mature asset base, which has a shallow decline rate of 11% – 13% per year, and the predominately oil reserves (about 85% of pro-forma production is liquids) in multiple California basins are credit positives. CRC's senior unsecured notes are rated B2, one notch below the B1 CFR, given their unsecured claim to the company's assets and the lower priority ranking of the unsecured notes compared to obligations under the company's secured revolving credit facility (unrated). The stable outlook reflects Moody's expectation that CRC will generate positive free cash flow, maintain relatively stable production volumes and seamlessly integrate the Aera merger. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if CRC is able to secure necessary permits and resume drilling activity to sustain production levels and lessen declines in proved reserves. Retained cash flow to debt above 40 percent that can be sustained at mid-cycle prices, positive free cash flow and more visibility to the capital requirements for carbon management projects would also be necessary to support an upgrade. The ratings could be downgraded if retained cash flow to debt falls below 15 percent, production volumes decline or liquidity weakens. California Resources Corporation, headquartered in Long Beach, California, is an exploration and production firm operating exclusively in California. CARESTREAM DENTAL: $160MM Bank Debt Trades at 80% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Carestream Dental Inc is a borrower were trading in the secondary market around 19.9 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $160 million Term loan facility is scheduled to mature on September 1, 2025. The amount is fully drawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CATHOLIC MEDICAL: S&P Lowers Revenue Bonds LT Rating to 'BB+' ------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB+' from 'BBB-' on the New Hampshire Health & Education Facilities Authority's tax-exempt revenue bonds, issued for Catholic Medical Center (CMC). The outlook is stable. "The downgrade reflects multiple years of sizable operating losses which have continued during the fiscal 2024 interim period, as well as a deterioration in balance-sheet-related metrics," said S&P Global Ratings credit analyst Marc Arcas. The rated bonds are secured by a gross revenue pledge and a mortgage on some facilities of the obligated group, which consists of the hospital only and excludes the physician practice. We base our rating on CMC Healthcare System, which includes the hospital, physician practice, and some smaller affiliates. In previous reviews, we had based our rating on GraniteOne, a now dissolved organization that consisted of CMC and two smaller hospitals in the state. GraniteOne's dissolution was effective May, 30 2024. "The stable outlook reflects our view of management's dedicated efforts to find a larger partner that can support the viability of the organization in the long-term, which have resulted in the asset purchase agreement with HCA," added Mr. Arcas. In addition, we believe CMC's credit fundamentals could benefit should the agreement with HCA be consummated as HCA will provide benefits of size and scale, in addition to an ability to make capital investments in the organization. CEMTREX INC: Increases Authorized Shares of Common Stock to 70MM ---------------------------------------------------------------- Cemtrex, Inc. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commission that its Board has approved, and stockholders holding at least a majority of the issued and outstanding shares of its classes of voting stock have approved, by written consent in lieu of a special meeting, an amendment to the Company's Certificate of Incorporation to increase the authorize shares of Common Stock from 50,000,000 shares to 70,000,000 shares. The additional Common Stock authorized by the Increase in Authorized Shares Certificate of Amendment has rights identical to the Company's currently outstanding Common Stock. The Company filed the Increase in Authorized Shares Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on August 2, 2024. A full-text copy of the foregoing summary of the Increase in Authorized Shares Certificate of Amendment is available at: https://tinyurl.com/24cwdawk About Cemtrex Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a multi-industry company. During the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure consisting of (i) Security, (ii) Industrial Services, and (iii) Cemtrex Corporate. As of March 31, 2024, the Company had $47.25 million in total assets, $42.09 million in total liabilities, $4.69 million in total stockholders' equity, and $463,260 in non-controlling interest. Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 28, 2023, citing that the Company has sustained net losses and has significant short-term debt obligations, which raise substantial doubt about its ability to continue as a going concern. CHAMPIONS FINANCING: S&P Affirms 'B-' ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Champions Financing Inc. (operating as Crash Champions). S&P said, "Simultaneously, we revised our senior secured debt recovery rating to '4' (rounded estimate: 45%) from '3' (rounded estimate: 50%), resulting in an issue-level rating of 'B-'. "The stable outlook reflects our expectation that though the company's credit metrics will be pressured in the near term, it will benefit from an expanded national network of service centers over the long term. "Market dynamics resulted in slower-than-anticipated same-store sales, while we expect acquisitions to drive top-line growth. Market dynamics led to slower-than-expected same-store sales in the first half of 2024, primarily due to mild weather and softer collision repair demand. Additionally, used car values moderated, resulting in more total losses and impacting same-store growth. However, we anticipate demand will pick up as miles driven increase during the summer and holiday seasons. "Meanwhile, Crash Champions accelerated its strategic acquisition plan, acquiring 32 stores in the first six months of 2024. We expect the $150 million in additional debt boost liquidity, allowing for further near-term acquisitions. We forecast the increased market share will be the main driver for 2024 top-line growth. As a leading management services organization in a fragmented industry, Crash Champions' relationships with major insurance carriers will enable margin improvement opportunities to take effect immediately post-acquisition. Furthermore, we anticipate the company's focus on expanding calibration capacity will increase related revenues 50% compared with last year. While we expect revenue growth to measure slightly below expectations, it will be driven more by acquisitions than same-store sales. "We expect Crash Champions' credit metrics will be pressured in 2024 but improve in 2025. We anticipate the company's credit metrics will be pressured due to the proposed additional debt and a softer-than-expected first half of 2024, compounded by Crash Champions' accelerated investments in M&A and labor improvements." Mild weather lowered demand over the first half of 2024, challenging smaller independent shops and prompting more small shop owners to exit the market. This trend presents market leaders like Crash Champions with opportunities to acquire shops at attractive prices. The management team has a proven track record of successful integrations, swiftly realizing meaningful margin improvements realized for each acquired shop. During the slow-demand quarters, management proactively advanced training initiatives to enhance management and technician capabilities, accruing critical training hours without sacrificing billable hours. S&P said, "While these investments will pressure its performance in 2024, we view them as beneficial to margins in the long run. We expect the 2024 cohorts to significantly benefit EBITDA margins and cash flow in 2025, improving its credit metrics compared with pressured 2024 metrics. We now expect its S&P Global Ratings-adjusted debt to EBITDA to remain 10x in 2024, improving to 9.0x-9.5x in 2025. We also expect funds from operations (FFO) to debt to measure 3%-8% in 2024, improving to 5%-10% in 2025." S&P said, "We expect Crash Champions' liquidity to remain adequate. Following the proposed transaction, we anticipate Crash Champions' liquidity position will remain sufficient throughout the forecast period. We expect the company to allocate the new debt proceeds toward repaying the $162 million outstanding under the revolving credit facility, funding remaining 2024 acquisitions, and augmenting the company's cash reserves. "Consequently, we forecast Champion's liquidity, comprising approximately $13 million in balance sheet cash and $250 million available under the revolving credit facility, to be adequate for meeting near-term cash requirements. Furthermore, we expect the company to generate substantial free cash flow over the next 12-18 months, providing additional support to its liquidity position. "The stable outlook reflects our view that Crash Champions' improved national footprint will drive revenue growth as demand for collision repair services return. We expect demand to strengthen as miles driven increase during the summer and holiday travel seasons. We anticipate the larger footprint and improved demand will improve its credit metrics over the next 12-24 months." S&P could lower its rating on Crash Champions if its free operating cash flow (FOCF) turns negative for a period such that its liquidity becomes pressured. Such a scenario could occur if: -- EBITDA margins diminish due to higher operating costs or higher-than-expected integration costs; or -- The financial sponsor pursues a more aggressive debt-funded acquisition strategy than expected. S&P could raise its rating on Crash Champions if the company's performance stabilizes such that FOCF to debt approaches 5% and debt to EBITDA measures below 7.0x on a sustained basis. Performance stability could be achieved through continued focus on improving revenue mix, labor retention, and smooth integration of acquired service centers. CIBUS INC: Incurs $28.48 Million Net Loss in Second Quarter ----------------------------------------------------------- Cibus, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss OF $28.48 million on $838,000 of total revenue for the three months ended June 30, 2024, compared to a net loss of $20.51 million on $197,000 of total revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $55.45 million on $1.38 million of total revenue, compared to a net loss of $25.90 million on $239,000 of total revenue for the same period in 2023. As of June 30, 2024, the Company had $553.38 million in total assets, $246.31 million in total liabilities, $36.57 million in redeemable noncontrolling interest, and $270.50 million in total stockholders' equity. Cibus stated, "Management will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that these financial statements are issued. In the fourth quarter of 2023, the Company instituted cost reduction initiatives designed to preserve capital resources for the advancement of its priority objectives. Such initiatives included reductions in capital expenditures, streamlining of independent contractor utilization and cost management, reduced and prioritized spending on business travel, careful management of contract approvals to ensure they align with priority objectives, and prioritization of near-term payment obligations. However, these cost reduction initiatives alone will not be sufficient to forestall a cash deficit. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company's shares of common stock. These factors raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of issuance of these financial statements. Any of these events could significantly impact the Company's business, financial condition, and prospects." Management Commentary "The past six months have been some of the most important in our history, marked by the successful progress of many commercial, trait and platform development milestone achievements, and critical developments in the regulatory environment for gene editing technologies," stated Rory Riggs, co-founder, chairman, and CEO of Cibus. "This quarter, we successfully completed our edit for a third mode of action for our Sclerotinia resistance trait and our initial edit for a multi-crop Nutrient Use Efficiency trait - marking solid progress toward the development of our pipeline of gene edited traits. We have also gained significant momentum this year in Rice, our first grain platform, with an additional collaboration for our herbicide tolerance traits with FEDEARROZ, one of the largest rice seed companies in Latin America. We now have collaboration agreements with four major rice seed companies in North America and Latin America. These agreements position us well to be a leader in licensing a new generation of gene edited herbicide tolerance traits in Rice." Mr. Riggs continued, "Our progress is underpinned by our proprietary gene editing platform, which represents a paradigm shift in breeding complex traits, built on over 25 years of rigorous research and development and backed by our extensive patent portfolio. Unlike traditional GMO breeding, our Trait Machine process can produce specific genetic traits that are indistinguishable from traits of conventional breeding, with greater accuracy in materially less time and cost. Although we are still waiting for final agreement and approval in the EU, the recent progress in 2024 with the UK approval to enable development and marketing of gene edited crops in England, the favorable European Union parliament vote on its position on New Genomic Techniques, and approval in Canada of updated feed guidelines that will regulate Cibus' gene editing technologies similar to conventional breeding, is further confirmation of the global movement to regulate traits from our Trait Machine process similar to traits from conventional breeding." Mr. Riggs concluded, "As you can see from our milestone achievements and year-to-date progress, this year has been about our continued transformation from an R&D-focused company to the first commercial stage gene editing company in agriculture. Our focus is on developing traits with specific genetic attributes to drive productivity. The development of new proprietary traits, the scaling of our Trait Machine process, coupled with increasing global regulatory support, is setting the stage for this new industry of gene edited traits." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1705843/000162828024036185/cbus-20240630.htm About Cibus Headquartered in San Diego, CA, Cibus -- http://www.cibus.com/-- is an agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits (or specific genetic characteristics) in seeds. Its primary business is the development of plant traits that help address specific productivity or yield challenges in farming such as traits addressing plant agronomy, disease, insects, weeds, nutrient-use, or the climate. These traits are referred to as productivity traits and drive greater farming profitability and efficiency. They do this in several ways, including, but not limited to, making plants resistant to diseases or pests or enabling plants to process nutrients more efficiently. Certain of these traits lead to the reduction in the use of chemicals like fungicides, insecticides, or the reduction of fertilizer use, while others make crops more adaptable to their environment or to climate change. The ability to develop productivity traits in seeds that can increase farming productivity and reduce the use of chemicals in farming is the promise of gene editing technologies. In addition, Cibus is developing, through partner-funded projects, certain alternative plant-based oils or bio-based fermentation products to meet the functional needs of the new sustainable ingredients industry to replace current ingredients that are identified to raise environmental challenges, such as ingredients derived from fossil fuels, materials that cause deforestation, or materials that raise other sustainability challenges. San Diego, California-based BDO USA, P.C., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses from operations and negative cash flows from operations. CIVITAS RESOURCES: Fitch Hikes LongTerm IDR to BB+, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has upgraded Civitas Resources, Inc.'s Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BB'. Fitch has also upgraded Civitas' senior unsecured ratings to 'BB+'/'RR4' from 'BB'/'RR4' and has affirmed the senior secured RBL at 'BBB-'/'RR1'. The Rating Outlook is Stable. The upgrade to 'BB+' reflects the successful integration of the recent Permian acquisitions, which has led to increased production scale along with diversification outside of the DJ Basin. The 'BB+' rating is supported by consistently positive FCF, strong liquidity, low leverage, and a supportive hedging strategy. Rating concerns include Colorado regulatory risk, high RBL utilization, and limited track record of operating the business at its current scale with a demonstrated commitment to a conservative financial policy. Key Rating Drivers Scale and Diversification Enhancing Acquisitions: Fitch believes the recently integrated Permian acquisitions are transformational to Civitas' operating profile. The transactions add material scale by increasing production to 343kboe/d at 2Q24 from 173kboe/d at 2Q23. They also add meaningful diversification to Civitas' asset profile by balancing production between the DJ and Permian basins. Fitch views the company's entry into the Permian Basin positively, as it offers a more regulatory-friendly environment compared to the DJ Basin. Historically, regulatory risks in Colorado have been a constraint on Civitas' rating. Debt-Funded M&A; High RBL Utilization: Fitch views the company's recent strategy of largely debt-funded acquisitions as aggressive, given the significant increase in gross debt of over $4 billion. Utilization has also remained high on the RBL with $950 million outstanding as of July 2024. Although gross debt has increased, leverage remains low, with Fitch forecasting mid-cycle EBITDA leverage at below 2.0x. Fitch notes that continued debt funded acquisitions or a shift in financial policy away from debt reduction would be viewed negatively. Strong FCF; Flexible Shareholder Returns: Civitas' strong FCF is supported by its scale and high liquids mix of over 70%. Under Fitch's base case, Civitas is expected to generate substantial post dividend FCF, which can be used for debt reduction, cash supported M&A, development activities, or further shareholder returns. Civitas updated their shareholder return policy in the third quarter of 2024 to add flexibility in the way it returns the variable component to shareholders. They will continue to distribute a quarterly fixed dividend of $0.50/share with the 50% variable component now being allocated through a combination of dividends and share repurchases. Fitch views this updated policy positively as the remaining 50% of free cash flow is expected to be allocated to the balance sheet in line with reaching the company's net leverage target of 0.75x. Colorado Regulatory Risk: Fitch continues to assess regulatory risk in Colorado as high compared to other hydrocarbon-producing states. However, a recent compromise between operators and the Colorado government has introduced a fee on all oil and gas production in the state while pausing additional drilling-related ballot measures, which provides more clarity on operations in the DJ through 2027. The development alleviates regulatory risk in the near term. Fitch views this compromise favorably and expects the production fees to have a minimal impact on Civitas' EBITDA. Civitas has a strong track record of securing drilling permits in the DJ at least six months in advance. The company also received approval by Colorado's Energy and Carbon Management Commission of the 32,000-acre Lowry Ranch Comprehensive Area Plan (CAP) within the Watkins area of the DJ Basin, which should help streamline the permitting process for new oil and gas wells in these locations. Overall, Fitch believes the current permitting process provides a tough but navigable framework that producers are learning to operate within. Supportive Hedging Policy: Civitas' hedging policy aims to cover a substantial portion of its target oil volumes with 30%-40% oil hedged on a rolling basis for the following four quarters until the company reaches its 0.75x leverage target. Fitch views this strategy positively as it reduces near-term pricing risk, supports FCF generation, and aids in reducing RBL borrowings. At 2Q24, Civitas had approximately 38% and 26% of Fitch's forecast oil production for 2024 and 2025 hedged, respectively, and 25% of Fitch's forecast natural gas production for 2024 hedged. Derivation Summary Civitas is the largest producer within Fitch's 'BB' rating category with 1Q24 production of 336kboe/d. This compares to Permian Resources Corporation (BB+/Stable; 320kboe/d), Murphy Oil Corporation (BB+/Positive; 177kboe/d), Matador Resources (BB-/Positive; 150kboe/d), and SM Energy (BB-/Positive Watch; 145kboe/d). Civitas is smaller than its 'BBB' range peers, which include APA Corporation (BBB-/Stable: 389kboe/d), Diamondback Energy (BBB/RWP; 466kboe/d), Ovintiv Inc. (BBB-/Stable; 574kboe/d), and Occidental Petroleum (BBB-/Stable; 1,175kboe/d). Civitas' 1Q24 Fitch-calculated unhedged cash netback of $27.80/barrels of equivalent oil (boe) is comparable to 'BB' range peers Murphy Oil ($27.90/boe), Permian Resources ($28.80/boe), and SM Energy ($28.90/boe); but is lower than 'BBB' peers APA Corporation ($31.10/boe), Occidental Petroleum ($34.10/boe), and Diamondback ($37.10/boe). Civitas had Fitch-calculated leverage of 1.6x at 2Q24 and Fitch expects deleveraging in 2024 with forecasted leverage of 1.3x at year end, which is in the mid-range of its peers. Key Assumptions - WTI (USD/barrels) of $75 in 2024, $65 in 2025, $60 in 2026 and 2027, and $57 thereafter; - Henry Hub (USD/thousand cubic feet) of $2.50 in 2024, $3.00 in 2025 and 2026, and $2.75 thereafter; - Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR forward curve; - Fitch assumes Civitas's DJ production declines by ~5mboe/d in 2024 driven by asset divestments; - No organic production growth through the forecast; - Midstream operations in line with historical results; - Capex in line with management expectations; - Base dividend does not increase through forecast, 50% of post-base dividend FCF is split between share repurchases and variable dividends; - $475 million of deferred cash consideration and $400 million unsecured notes repaid with a combination of cash and RBL borrowings upon maturities; - FCF applied to reduction of the RBL. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Established track record of a conservative financial policy including debt repayment, RBL reduction, and equity-funded M&A; - Continued track record of operating the business at its current scale and production mix; - Maintenance of economic drilling inventory, reserve life, and netbacks; - Midcycle EBITDA leverage sustained at or below 1.5x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Change in financial policy leading to trend of gross debt increases and lower liquidity; - Material loss of operational momentum leading to lower than expected production volumes over a sustained period; - A regulatory change that affects permitting, unit economics, or visibility on future operations; - Midcycle EBITDA Leverage sustained over 2.0x. Liquidity and Debt Structure Strong Liquidity & Manageable Maturities: Civitas had cash on the balance sheet of $92 million and availability of $1.3 billion on the RBL as of 2Q24. The company increased commitments on the RBL by $350 million, bringing the total elected commitments to $2.2 billion. Civitas also generates strong FCF which further enhances liquidity. Civitas has a manageable maturity schedule with $475 million deferred consideration for the Vencer acquisition due by January 2025 and $400 million unsecured notes due in 2026. The remaining unsecured notes do not begin to mature until 2028 and Fitch expects the company to be able to refinance or repay the notes in a timely manner. Issuer Profile Civitas Resources, Inc. is an independent exploration and production company focused on the development and production of crude oil, natural gas and NGLs in the DJ Basin in Colorado and the Permian Basin in Texas and New Mexico. ESG Considerations Civitas Resources, Inc. has an ESG Relevance Score of '4' for exposure to Social Impacts due to the oil and gas sector regulatory environment in Colorado and its exposure to social resistance, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Civitas Resources, Inc. LT IDR BB+ Upgrade BB senior unsecured LT BB+ Upgrade RR4 BB senior secured LT BBB- Affirmed RR1 BBB- CLASS ACT: Hires Shahady & Wurtenberger P.A. as Special Counsel --------------------------------------------------------------- Class Act Restaurant Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Shahady & Wurtenberger, P.A. as special counsel. The Debtor needs the firm's legal assistance in connection with the following cases: (i) 202 DFB LLC v. Class Act Restaurant Group, LLC, CACE-24-003491, pending in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida; (ii) City of Deefield Beach v. Class Act Restaurant Group, LLC, CACE-23020079, pending in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida; (iii) Class Act Restaurant Group, LLC v. City of Deerfield Beach, CACE-23020060, pending in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida; and (iv) Class Act Restaurant Group LLC v. City of Deerfield Beach, Florida, 24-cv-61127-MD, pending in the United States District Court for the Southern District of Florida. The firm will be paid at $700 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Fred A. Schwartz, Esq., a partner at Shahady & Wurtenberger, 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: Fred A. Schwartz, Esq. Shahady & Wurtenberger, P.A 200 East Palmetto Park Road, Suite 103 Boca Raton, FL 33432 Tel: (954) 376-5950 About Class Act Restaurant Group, LLC Class Act Restaurant Group, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16626) on July 1, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Panagiota Lazarou-Amanna, authorized representative of the Debtor. Judge Peter D Russin presides over the case. David A. Ray, Esq. at DAVID A. RAY, P.A. represents the Debtor as counsel. COMMUNITY HEALTH: S&P Upgrades ICR to 'CCC+', Outlook Negative -------------------------------------------------------------- S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). At the same time, S&P also raised its ratings on the senior unsecured notes to 'CCC-' from 'D'. The outlook is negative, reflecting the risk of further distressed exchanges in the intermediate future despite credit metrics potentially improving in 2024. Community Health's operating performance is modestly improving. Growing outpatient volumes and surgery procedures are driving overall growth in patient volumes and revenue per procedure. The company is benefitting from a moderating inflationary environment, reduced use of more expensive contract labor, and improved supply cost management. S&P expects performance and free cash flows to further improve in the second half of 2024 and into 2025, translating into increasing EBITDA margins of roughly 12.4% in 2024 and 12.8% in 2025. S&P continues to view Community Health's capital structure as unsustainable. The company's leverage remains stubbornly high, with S&P Global Ratings-adjusted debt to EBITDA of 8.1x. Our projections of steadily improving EBITDA margins and cash flow generation should result in adjusted leverage further declining. However, leverage will likely remain high, at about 7.5x in 2025. The company also has yet to establish a track record of sustained positive free cash flows. S&P said, "We expect continued portfolio rationalization will aid in deleveraging. Community Health continues to aggressively rationalize its portfolio. The company recently announced it is selling three hospitals in Pennsylvania for roughly $120 million, with the transaction closing in the fourth quarter of 2024. Community Health also recently closed on its $160 million sale of its Cleveland, Tenn.-based Tennova Healthcare. This reduced Community Health's hospital count to 71 facilities, down from 194 in 2015. Management stated it plans $1 billion in both announced and close divestitures in 2024. Although the sale of two North Carolina hospitals to Novant collapsed due to FTC scrutiny, the company expects its other planned divestitures involve buyers that do not already have a strong presence in the target markets. The prospective divestiture proceeds will provide the company the flexibility to continue investing in its existing facilities as well as accelerate its efforts to reduce leverage. "Potential for further distressed exchanges limits our rating and outlook on the company over the near term. We believe there is a heightened risk that Community Health may complete more below-par debt repurchases over the next 12 months that we deem distressed. Although we project operating performance and discretionary cash flow generation will improve, Community Health remains highly leveraged, and management may continue to use cash flows and proceeds from planned divestitures to repurchase debt at a discount. The company has already repurchased debt at a discount twice in the past year. "The negative outlook reflects the potential that Community Health may pursue further debt repurchases at below par that we deem a distressed exchange, leading to a downgrade. The company's adjusted leverage remains high at 8.1x, and it has not sustainably generated free cash flow in the past couple of years. "We could lower the ratings on Community Health if the company conducts further debt repurchases that we deem distressed. "We could revise the outlook to stable if Community Health demonstrates it can sustainably generate positive discretionary cash flow and we believe there is less potential for a distressed exchange." CONTAINER STORE: $200MM Bank Debt Trades at 33% Discount -------------------------------------------------------- Participations in a syndicated loan under which Container Store Inc/The is a borrower were trading in the secondary market around 66.6 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $200 million Term loan facility is scheduled to mature on January 30, 2026. About $112.4 million of the loan is withdrawn and outstanding. The Container Store, Inc., is a retailer of storage and organization products in the US and Europe. The company operates in the US through its 100 specialty retail stores and website, and in Europe through its wholly owned Swedish subsidiary, Elfa International AB (Elfa). CORETEC GROUP: Extends Core Optics Agreement to Aug. 15 ------------------------------------------------------- The Coretec Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 31, 2024, the Company, Core Optics, LLC ("Core Optics"), Core Optics Co., Ltd. ("Operating Subsidiary"), and Core SS LLC (the "Member"), entered into an Amendment No. 2 to the Share Exchange Agreement, to further extend the final date of the Share Exchange Agreement, as amended, to August 15, 2024. All parties continue to progress to complete certain pre-closing and closing conditions, under the Share Exchange Agreement and the First Amendment Agreement. As previously disclosed, on March 1, 2024, the parties entered into a Share Exchange Agreement which the Member holds all outstanding membership interests in Core Optics. As also previously disclosed, on June 27, 2024, the Company, Core Optics, the Operating Subsidiary and the Member entered into an amendment to the Share Exchange Agreement, pursuant to which First Amendment Agreement the parties had agreed to certain amendments to the Share Exchange Agreement, including to extend the final date of the Share Exchange Agreement to July 31, 2024. About The Coretec Group The Coretec Group is an Ann Arbor, Michigan-based company that owns intellectual property and patents related to the production and application of engineered silicon to enable new technologies and to improve the lifespan and performance of a variety of materials in a range of industries. The Company is exploring opportunities to use its silicon discoveries and developments to improve the performance of lithium-ion batteries, solid-state LED lights, and semiconductors, among other technologies. It is also exploring ways to use its intellectual property to develop optical plastics to advance the development of its CSpace 3D imaging chamber. As of March 31, 2024, Coretech had $1.28 million in total assets, $1.69 million in total liabilities, and a total stockholders' deficit of $405,116. Tulsa, Oklahoma-based HoganTaylor LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has insufficient revenue and capital commitments to fund the development of its planned products, pay current operating expenses, and meet debt commitments beyond a year following the issuance of these financial statements. This raises substantial doubt about the Company's ability to continue as a going concern. COSMOS HEALTH: Reports $18.5 Million Net Loss in FY 2023 -------------------------------------------------------- Cosmos Health Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $18,542,654 on revenue of $53,376,874 for the year ended period December 31, 2023, versus a net loss of $13,830,371 on revenue of $50,347,652, for the year ended December 31, 2022. For the year ended period December 31, 2023, the Company had net cash used in operations of $15,635,999. Additionally, as of December 31, 2023, the Company had positive working capital of $12,285,310, an accumulated deficit of $91,644,234, and stockholders' equity of $36,043,028. It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of 12 months. New York, N.Y.-based RBSM LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated August 5, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/4ncd9cmt About Cosmos Health Inc. Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life, Mediterranation, bio-bebe, and C-Sept. Through its subsidiary Cana Laboratories S.A., licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency, it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. Cosmos Health also distributes a broad line of pharmaceuticals and parapharmaceuticals, including branded generics and OTC medications, to retail pharmacies and wholesale distributors through its subsidiaries in Greece and the UK. Furthermore, the Company has established R&D partnerships targeting major health disorders such as obesity, diabetes, and cancer, enhanced by artificial intelligence drug repurposing technologies, and focuses on the R&D of novel patented nutraceuticals, specialized root extracts, proprietary complex generics, and innovative OTC products. Cosmos Health has also entered the telehealth space through the acquisition of ZipDoctor, Inc., based in Texas, USA. With a global distribution platform, the Company is currently expanding throughout Europe, Asia, and North America, and has offices and distribution centers in Thessaloniki and Athens, Greece, and in Harlow, UK. As of December 31, 2023, the Company had $66,014,811 in total assets, $29,971,783 in total liabilities, and $36,043,028 in total stockholders' equity. CUBA TIMBER: Fundamental Loses Summary Judgment Bid --------------------------------------------------- Judge John W. Kolwe of the United States Bankruptcy Court for the Western District of Louisiana denied the motion for summary judgment filed by Fundamental Funding, LLC, seeking judgment in its favor on its complaint against Charles Stephen Goodman. The Complaint alleges Goodman caused false and misleading written borrowing base certificates to be submitted to Fundamental in support of certain loans made to Cuba Timber, Inc., a company wholly owned and controlled by the Debtor. The Debtor also guaranteed the repayment of the loans. Based on these allegations, Fundamental seeks a determination that its claim against the Debtor under the guaranty agreement is nondischargeable under 11 U.S.C. Secs. 523(a)(2)(B) (debt obtained by a materially false statement in writing) and 523(a)(2)(6) (debt obtained by willful or malicious injury). Fundamental has moved for summary judgment on its claim under Sec. 523(a)(2)(B) only, which the Debtor opposes. This saga begins in July 2015, when Fundamental, a commercial lender, considered making a line of credit loan to Cuba Timber, a company owned and operated by the Debtor. On August 4, 2015, the Plaintiff and Cuba Timber entered into three agreements: a Loan and Security Agreement; a Commercial Schedule to Loan and Security Agreement; and an Accommodation Loan Rider to the Loan and Security Agreement. The Debtor executed the Loan Agreement on behalf of the company. The Loan Agreement established a credit limit of $1,750,000, which was comprised of two revolving loans against Cuba Timber's accounts and inventory. The Borrowing Base was critical in determining Cuba Timber's entitlement to loans under Loan Agreement. Thus, with each loan request, and from time to time, Cuba Timber was required to furnish the Plaintiff with a Borrowing Base Certificate that calculated the Eligible Accounts and Eligible Inventory available as collateral for the loans, which the Plaintiff says would allow it to "make determinations as to the appropriate amount to advance to Cuba Timber in accordance with the Commercial Schedule and the Loan Agreement." In connection with the Loan Agreement, the Debtor executed a Surety Agreement, under which he agreed, in the event of a default, to pay all payments due, "including but not limited to principal, additional principal, obligations, interest, legal fees, expenses and costs, and any and all other charges, including any attorneys' fees and costs" incurred by Fundamental in connection with the default. Both the Debtor and Catherine Griffith, Cuba Timber's treasurer and office manager, were authorized to act on Cuba Timber's behalf to "arrange for any borrowings or other financial obligations with [Plaintiff] from time to time." There is some uncertainty in the summary judgment record as to the parties' relationship from the inception of the loan until Cuba Timber filed for bankruptcy in the Northern District of Alabama on February 24, 2017. It is undisputed, however, that major problems developed in the parties' relationship in February 2017. The Plaintiff asserts that Cuba Timber submitted 17 Borrowing Base Certificates between February 1 and 24, 2017, and that all of them were false, though the Plaintiff does not discuss most of them in any detail. The Plaintiff primarily focuses on just two of the Certificates submitted by Cuba Timber: one on February 17, 2017, one week prior to Cuba Timber's bankruptcy filing, and one on February 24, 2017, the day that Cuba Timber filed bankruptcy. The Plaintiff asserts, based on the Debtor's testimony from a March 2, 2017 hearing in Cuba Timber's bankruptcy case, that Cuba Timber ran out of timber on February 17, 2017, so that there actually was no eligible inventory to support an additional loan on that date, and that on the petition date of February 24, 2017, Cuba Timber only had $202,258.39 in accounts receivable, far below the $1,133,819.04 in Eligible Accounts included in the final Certificate submitted by Cuba Timber on that date. The Debtor also testified that Ms. Griffith did not know the true situation and that only he knew about the lack of inventory. Based on these two admittedly false Certificates, the Plaintiff contends that the entire amount of its claim, which includes amounts loaned by the Plaintiff prior to the submission of the false Certificates, and which exceeds $1.5 million, should be excepted from discharge under 11 U.S.C. Sec. 523(a)(2)(B). In opposing the Plaintiff's Motion, the Debtor contends factual disputes exist, primarily concerning whether the Plaintiff's reliance on the Borrowing Base Certificates was reasonable. According to Judge Kolwe, the Court looks to the totality of the circumstances to determine whether a creditor's reliance was reasonable, but the Fifth Circuit has long identified three significant factors that a court may consider in determining the reasonableness of a creditor's reliance: (i) The court can look to whether there had been previous business dealings with the debtor that gave rise to a relationship of trust. (ii) The court can consider any "red flags" that would have alerted an ordinarily prudent lender to the possibility that the representations relied upon were not accurate. (iii) The court can ask if even minimal investigation would have revealed the inaccuracy of the debtor's representations. Judge Kolwe notes the Plaintiff does not point to any provisions in the Loan Agreement that provide for the renewal or refinancing of the entire loan balance with the submission of each Borrowing Base Certificate. Indeed, the Plaintiff does not even attempt to explain how, in the context of the parties' lending relationship, the existing balance on the loan was being extended, renewed, or refinanced when Cuba Timber submitted a request for a loan. Conceptually, it may make sense for the Plaintiff to have essentially extended or renewed the entire existing loan balance as part of the process of deciding to make additional advances to Cuba Timber based on Borrowing Base Certificates. But that is not what the Loan Agreement appears to provide, and that is not what the summary judgment evidence shows, Judge Kolwe finds. Perhaps at the trial of this matter the Plaintiff will be able to bridge the gap in the evidence from showing that it merely used the Borrowing Base Certificates to allow for advances of new proceeds, to showing that in deciding to advance new funds based on a Borrowing Base Certificate it was also agreeing to, or in effect, renew the outstanding balance on the loan at that time. Since this evidence and legal analysis of this assertion are lacking, Judge Kolwe denies the Plaintiff's motion for summary judgment, at least to the extent the Plaintiff seeks judgment on the entire amount of its claim. However, the Court is convinced that at least $84,000 of the Plaintiff's total claim was obtained by false statements that may render at least that amount of the Plaintiff's claim nondischargeable, provided the remaining elements of Sec. 523(a)(2)(B) are satisfied. According to Judge Kolwe, the competing summary judgment evidence submitted by the parties presents a genuine factual dispute on each of the three prongs of the reasonable reliance factor under Sec. 523(a)(2)(B)(iii). Additionally, there is the unresolved issue of whether the entire loan balance was renewed by the Plaintiff based on the false Borrowing Base Certificate dated February 24, 2017. Thus, the Court is unable to determine whether the Plaintiff reasonably relied on the materially false Borrowing Base Certificates under the summary judgment standard. For this reason alone, the Court must deny summary judgment and reserve the determination of the factual dispute for trial. The record before the Court shows the Debtor submitted, or caused to be submitted, at least two false Borrowing Base Certificates to the Plaintiff, and that the Plaintiff made loan advances to Cuba Timber in the amount of $84,000 based on these Certificates. With respect to this amount, the Court finds that the Plaintiff has satisfied all of the requirements of Sec. 523(a)(2)(B), with the exception of Sec. 523(a)(2)(B)(iii) concerning reasonable reliance, with respect to which material disputes of fact exist. Additionally, the Court is not persuaded, based on the summary judgment record, that the Plaintiff renewed the entire existing balance of its loan to Cuba Timber at the time it made advances of new funds based on the false Borrowing Base Certificates. At trial, the parties will be expected to fully address all of the relevant issues identified in this opinion, including the reasonable reliance issue and the amount of the debt potentially subject to a nondischargeability determination. A copy of the Court's decision dated July 30, 2024, is available at https://urlcurt.com/u?l=1MaZgn About Cuba Timber Co., Inc. Cuba Timber Co., Inc., is in the timber business pursuant to which it negotiates contract with landowners to acquire and cut timber so it can be sold to various end users, like paper mills. Cuba Timber Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-70349) on Feb. 24, 2017. The petition was signed by Steve Goodman, president. At the time of the filing, the Debtor disclosed $2.72 million in assets and $6.91 million in liabilities. A. Richard Maples, Jr., Esq., at Maples & Fontenot, LLP, serves as the Debtor's legal counsel. About Charles Stephen Goodman Charles Stephen Goodman filed a Chapter 7 bankruptcy petition (Bankr. W.D La. Case No. 23-50226) in the United States Bankruptcy Court for the District of Louisiana. D&D ELECTRICAL: Todd & Levi Represents Multiple Creditors --------------------------------------------------------- The law firm of Todd & Levi, LLP ("T&L") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of D&D Electrical Construction Company Inc., the firm represents multiple creditors: 1. Redlyn Electric Corp. d/b/a Louis Shiffman Electric 542 Wortman Avenue Brooklyn, New York 11208 2. Colonial Electric Supply Company, Inc. 201 West Church Street Road, King of Prussia, PA 19406 3. Midtown Electric Supply Corp. 48-56 34th Street, Long Island City, New York 11101 4. Benfield Electric Supply Corp. 240 Washington Street Mount Vernon, New York 10553 5. H.H. Benfield Electric Supply Company. Inc. 25 Lafayette Avenue White Plains, New York 10603 Redlyn Electric Corp. d/b/a Louis Shiffman Electric ("Shiffman") has a claim against the Debtor in the amount of approximately $70,000.00 arising from goods sold and delivered to the Debtor for various construction projects. Colonial Electric Supply Company, Inc. ("Colonial") has a claim against the Debtor in the amount of approximately $620,000.00 arising from goods sold and delivered to the Debtor for various construction projects. Midtown Electric Supply Corp. ("Midtown") has a claim against the Debtor in the amount of approximately $120,000.00 arising from goods sold and delivered to the Debtor for various construction projects. Benfield Electric Supply Corp. ("BES") has a claim against the Debtor in the amount of approximately $2,500,000.00 arising from goods sold and delivered to the Debtor for various construction projects. H.H. Benfield Electric Supply Company. Inc ("HHB") has a claim against the Debtor in the amount of approximately $21,000.00 arising from goods sold and delivered to the Debtor for various construction projects. The firm may be reached at: TODD & LEVI, LLP Jill Levi, Esq. 444 Madison Avenue Suite 1202 New York, New York 10022 (212) 308-7400 About D&D Electrical Construction D&D Electrical Construction Company Inc. is a full service electrical contracting firm. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-22694) on Aug. 6, 2024, with $10 million to $50 million in assets and liabilities. Stephen Buckley, president, signed the petition. Judge Sean H. Lane presides over the case. Julie Curley, Esq., at KIRBY AISNER & CURLEY LLP, is the Debtor's legal counsel. D.A. BEEC-007: Hires NT Law as General Bankruptcy Counsel --------------------------------------------------------- D.A. BEEC-007 seeks approval from the U.S. Bankruptcy Court for the Cenntral District of California to employ NT Law as general bankruptcy counsel. The firm will provide these services: a. advise the Debtor regarding matters of bankruptcy law and concerning the requirements of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of this case, and the operation of the Debtor's estate as a debtor in possession; b. represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; c. assist in compliance with the requirements of the Office of the United States trustee; d. provide the Debtor legal advice and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; e. assist the Debtor in the administration of the estate's assets and liabilities; f. prepare necessary applications, answers, motions, orders, reports and other legal documents on behalf of the Debtor; g. assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; h. provide advice, as counsel, concerning the claims of secured and unsecured creditors, prosecution and defense of all actions; and i. prepare, negotiate, prosecute and attain confirmation of a plan of reorganization; The firm will be paid at these rates: Julie N. Nong $400 per hour Paralegal $50 to $150 per hour The firm will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Julie N. Nong, Esq., a partner at NT Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Julie N. Nong NT Law 2600 W. Olive Ave., 5th Fl., #647 Burbank, CA 91011 Tel: (888) 588-0428 Fax: (888) 588-0427 Email: julienong@ntlawgroup.com About D.A. BEEC-007, LLC D.A. BEEC-007, LLC, a Los Angeles-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14433) on June 3, 2024, with $1 million to $10 million in both assets and liabilities. Anne Kihagi, manager, signed the petition. Judge Julia W. Brand presides over the case. Julie N. Nong, Esq., at NT Law represents the Debtor as bankruptcy counsel. DACO FIRE: Unsecureds to Get 0 Cents on Dollar in Plan ------------------------------------------------------ DACO Fire Equipment, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization under Subchapter V dated July 23, 2024. The Debtor was formed as a Domestic For-Profit Corporation on November 17, 1998 by Steve Davis. The Debtor is the exclusive dealer for Rosenbauer fire fighting equipment in Texas and Oklahoma. Garrett and Wesley Dobmeier were previously 36% owners of the company. In July 2020, they purchased 64% of the stock from Steve Davis. Mr. Davis failed to disclose that the company had not filed or paid payroll taxes for an extensive period. The Debtor also failed to file some payroll tax returns when the bookkeeper under previous management continued to prepare but not file the returns. When the Debtor learned of the misrepresentations by Mr. Davis it filed suit against him. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $263,198.33. The final Plan payment is expected to be paid on December 1, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from revenues received from operating its business. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at 0 cents on the dollar based on total unsecured claims of up to $1,279,000 and projected payments to unsecured creditors of $0. However, this is based on estimates which will vary depending on administrative expenses and claims ultimately allowed. Class 10 consists of General Unsecured Creditors. The Class 10 creditors shall receive the Debtor's Projected Disposable Income after payment of creditors in classes 1 to 9. This Class is impaired. The Class 11 equity holders shall retain their interests. The Debtor shall continue to operate its business. The source of funds shall be the Debtor's Projected Disposable Income. A full-text copy of the Subchapter V Plan dated July 23, 2024 is available at https://urlcurt.com/u?l=pk8dAz from PacerMonitor.com at no charge. Attorney for the Debtor: Stephen W. Sather, Esq. Barron & Newburger PC 7320 N. MoPac Expy., Ste. 400 Austin, TX 78731 Telephone: (512) 476-9103 Facsimile: (512) 279-0310 Email: ssather@bn-lawyers.com About DACO Fire Equipment DACO Fire Equipment, Inc. manufactures and repairs fire trucks throughout Texas and Oklahoma. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-50087) on April 24, 2024. In the petition signed by Wesley Dobmeier, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert L. Jones oversees the case. Stephen W. Sather, Esq., at Barron & Newburger, PC is the Debtor's legal counsel. DBL LLC: Seeks to Hire Covelso LLC as Accountant ------------------------------------------------ DBL, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Covelso, LLC as accountant. The firm will provide these services: a. preparation of Monthly Operating Reports; b. preparation of cash collateral budgets; and c. preparation of projections submitted in connection with a plan of reorganization filed by the Debtor The firm will be paid at the rate of $225 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Catherine Covington, a partner at Covelso, 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: Catherine Covington, Esq. Covelso, LLC PO Box 342257 Austin, TX 787-34 Tel: (512) 633-4185 About DBL LLC DBL, LLC, a company in Tempe, Ariz., provides commercial landscaping services for professionally-managed offices, industrial, medical, retail and HOA properties. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04961) on June 20, 2024, with $1 million to $10 million in both assets and liabilities. Aric Budden, member and president, signed the petition. Judge Eddward P Ballinger Jr. presides over the case. Randy Nussbaum, Esq., at Sacks Tierney P.A. represents the Debtor as legal counsel. DELCATH SYSTEMS: Reports $13.7 Million Net Loss in Fiscal Q2 ------------------------------------------------------------ Delcath Systems, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $13.7 million on $7.8 million of total revenues for the three months ended June 30, 2024, compared to a net loss of $7.2 million on $495,000 of total revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $24.9 million on $10.9 million of total revenues, compared to a net loss of $16.2 million on $1.1 million of total revenues for the same period in 2023. As of June 30, 2024, the Company had $33.9 million in total assets, $29.7 million in total liabilities, and $4.2 million in total shareholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yta2mya7 About Delcath Systems Headquartered in New York, N.Y., Delcath Systems, Inc. -- www.delcath.com -- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The company's proprietary products, HEPZATO KIT (Hepzato (melphalan) for Injection/Hepatic Delivery System) and CHEMOSAT Hepatic Delivery System for Melphalan percutaneous hepatic perfusion (PHP) are designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects during a PHP procedure. New York, N.Y.-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 26, 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. DIOCESE OF OAKLAND: Wants to Extend Plan One More Time ------------------------------------------------------ Emily Lever of Law360 Bankruptcy Authority reports that the Roman Catholic Diocese of Oakland asked a California bankruptcy judge to extend the window of its exclusive right to file a Chapter 11 plan, requesting "a modest but much-needed two months" to complete mediation with creditors and insurers. About Roman Catholic Bishop Of Oakland The Roman Catholic Bishop of Oakland, a tax-exempt religious organization, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40523) on May 8, 2023. In the petition signed by Bishop Michael Charles Barber, the Debtor disclosed $100 million to $500 million in both assets and liabilities. Judge William J. Lafferty oversees the case. The Debtor tapped Foley & Lardner LLP as legal counsel and Alvarez & Marsal North America, LLC as restructuring advisor. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Lowenstein Sandler, LLP as bankruptcy counsel; Burns Bair LLP as special insurance counsel; and Berkeley Research Group, LLC as financial advisor. DIRIGO GLOBAL: Unsecureds to Get Share of Income for 3 Years ------------------------------------------------------------ Dirigo Global Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Maine a Plan of Reorganization and Disclosure Statement dated July 23, 2024. The Debtor is a Maine limited liability company. It has two members, Mattson, an individual residing in Freeport, Maine, who owns 51% of the issued and outstanding membership Interests, and Talbot, an individual residing in North Potomac, Maryland, who owns 49% of the issued and outstanding membership Interests. The Debtor owns two parcels of real property: (i) a two-unit residential property located at 9-11 Summer Street, Hallowell, Maine (the "Hallowell Property"), and (ii) a residence that is being built for lease as a short-term rental, located at 31 Viking Way, Bristol, Maine (the "Bristol Property"). The Bristol Property is approximately 95% complete and was being marketed for sale prior to the Petition Date. As to the Hallowell Property, one unit is leased to a residential tenant, and the other is operated by the Debtor as an Airbnb. As a small business debtor proceeding under the Small Business Reorganization Act, the Debtor seeks to reorganize through this Plan by liquidating certain Assets and restructuring certain debt obligations. As part of its reorganization strategy, the Debtor intends to continue marketing the Hallowell Property for sale, and the Debtor has requested approval in the Chapter 11 Case to retain a real estate broker to continue that effort. The Debtor believes that the fair market value of the Hallowell Property is approximately $700,000. Under this Plan, the net proceeds of the sale of the Hallowell Property will be applied to pay down the Allowed Secured Claim of Titan in Class One. Further, the Debtor anticipates completing the construction of the Bristol Property, and then the Debtor plans to lease the Bristol Property for a period of time to service the restructured Titan Allowed Secured Claims and other Allowed Claims in accordance with this Plan, and then ultimately either to refinance the applicable Secured Claims or sell the Bristol Property to pay off those claims, depending on which course of action will generate the most value for parties-in-interest. The Debtor believes that once completed, the fair market value of the Bristol Property will be at least $1,750,000. In addition, since the Petition Date, Mattson has contributed approximately $35,000 to fund the Chapter 11 Case and costs at the Bristol Property and Hallowell Property. As part of the Debtor's ongoing reorganization and funding this Plan, including to complete the Bristol Property, Mattson anticipates advancing to the Debtor additional monies up to $85,000. The monies advanced by Mattson, up to $120,000, shall be treated as exit debt financing under this Plan and shall be secured by a Lien on the Bristol Property junior to all other Liens against the Bristol Property under this Plan (the "Mattson Exit Loan"). Class Eight shall consist of all Allowed Unsecured Claims against the Debtor. The Claims in Class Eight are impaired. In full and final satisfaction of all Allowed Claims in Class Eight, and regardless of whether Class Seven votes to accept or reject the Plan, the Debtor shall make 1 payment Pro Rata to non Insider Holders of Allowed Unsecured Claims in Class Eight, with such payment to be made no later than the 10th business day after the end of the 3rd anniversary of the Effective Date in the amount equal to the Debtor's Projected Net Disposable Income for the 3-year period after the Effective Date. The Interests in Class Nine are unimpaired. The Holder of Interests in Class Nine shall retain their Interests under this Plan after the Effective Date. The Holders of Interests in Class Nine are not entitled to vote on the Plan. The payments under the Plan shall be made primarily from the following sources: (a) Cash on hand; (b) the proceeds generated from the ongoing operation of the Debtor's business; (c) the proceeds of any Causes of Action and Claims which the Debtor and/or the Estate have brought and/or may elect to bring; (d) the proceeds of the sale of the Assets; and (e) the Mattson Exit Loan and any other debt or equity contributions by Mattson in amounts to be determined and as needed to allow the Debtor to meet its payment obligations under this Plan. A full-text copy of the Plan of Reorganization dated July 23, 2024 is available at https://urlcurt.com/u?l=vngnQK from PacerMonitor.com at no charge. Counsel to the Debtor: Adam R. Prescott, Esq. Bernstein, Shur, Sawyer & Nelson, P.A. 100 Middle Street P.O. Box 9729 Portland, ME 04104 Telephone: (207) 228-7145 Facsimile: (207) 774-1127 About Dirigo Global Holdings Dirigo Global Holdings, LLC in Gardiner, ME, filed its voluntary petition for Chapter 11 protection (Bankr. D. Me. Case No. 24-10084) on April 24, 2024, listing $1,791,522 in assets and $2,394,317 in liabilities. Kevin Mattson, manager, signed the petition. Judge Michael A. Fagone oversees the case. Marcus, Clegg, Bals & Rosenthal, PA serves as the Debtor's legal counsel. DISPATCH TERRA: $395MM Bank Debt Trades at 16% Discount ------------------------------------------------------- Participations in a syndicated loan under which Dispatch Terra Acquisition LLC is a borrower were trading in the secondary market around 83.9 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $395 millionTerm loan facility is scheduled to mature on March 27, 2028. The amount is fully drawn and outstanding. The Company's country of domicile is the United States. DISTINCTIVE CORP: Unsecured Creditors to Get 0% in Plan ------------------------------------------------------- Distinctive Corporation filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business. The Debtor started in 2005 with a full-service restaurant to what is now called Ale House and Bistro ("Ale House" or "Gilroy Restaurant") in Gilroy, California, slowly growing to be a profitable restaurant. During the COVID-19 restaurant closures and restrictions, in order to keep essential employees, Debtor kept about 30-35 employees on its payroll for its two existing restaurants at the time. Hoping to create more revenues and inject those revenues into its first two locations, Debtor found a promising third location in Carmel by the Sea and started construction to open a new restaurant. However, with soaring construction material costs resulting from the COVID-19 crisis, the final costs to open Carmel Burger Bar came out to $1 million. Debtor finally opened its third Carmel by the Sea restaurant in August 2022; the first four months of CBB were encouraging with the summer tourist season. However, the Winter 2022/2023 season started with a seasonal tourist slump, and then a historical winter storm ravaging Carmel by the Sea even disrupting electrical service to the restaurant, leaving CBB with little to no revenues from November 2022 to March 2023. After filing this Bankruptcy, Debtor was forced to close the Carmel by the Sea location in June 2024. These unfortunate events created a snowball effect causing the Debtor to fall behind in its ability to make its loan payments. The Debtor's financial projections show that the Debtor will have projected disposable income of $700,000. The final Plan payment is expected to be paid on March 1, 2029, which is anticipated to be 53 months after the effective date. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 cents on the dollar [or] is unable to estimate the distribution to creditors, consistent with the liquidation analysis and projected disposable income. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. This Class will receive a distribution of 0% of their allowed claims. The allowed unsecured claims total $2,304,795. This Class is impaired. Payments will be split between the Secured Claim and the Administrative Claim until these are paid. Then remaining payments go to the Priority Claims, apportioned among the 3 priority creditors on a pro-rata basis. This will result in the following payments: * Class 2: $2,500 per month for 12 months, then $5,000 for 3 months, then $3,500 for 1 month * Administrative: $2,500 per month for 12 months, then $5,000 for 7 months, then $1,000 for 1 month. * Priority: remainder of payments. The plan will be funded by payments from Debtor's income. Debtor projects that its net income will increase during the length of the plan to allow for payments. The first payment will be October 1, 2024 and the final payment March 1, 2029, which is the 60th month after the case was filed on April 24, 2024. A full-text copy of the Plan of Reorganization dated July 23, 2024 is available at https://urlcurt.com/u?l=HQo6yF from PacerMonitor.com at no charge. Counsel to the Debtor: Douglas A Crowder, Esq. Crowder Law Center, PC 303 N. Glenoaks Blvd., Suite 200 Burbank, CA 91502 Telephone: (213) 509-1515 Facsimile: (877) 772-7094 Email: dcrowder@croderlaw.com About Distinctive Corporation Distinctive Corporation started in 2005 with a full-service restaurant to what is now called Ale House and Bistro ("Ale House" or "Gilroy Restaurant") in Gilroy, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50603) on April 24, 2024, with $34,500 in assets and $3,149,772 in liabilities. Jung Albright, president, signed the petition. Judge M. Elaine Hammond presides over the case. Douglas A. Crowder, Esq., at Crowder Law Center, PC, is the Debtor's bankruptcy counsel. EMPLOYBRIDGE HOLDING: S&P Lowers ICR to 'CCC+', Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Atlanta-based staffing provider EmployBridge Holding Co. to 'CCC+' from 'B-'. At the same time, S&P lowered the company's first-lien term loan to 'CCC+' from 'B-'. The '4' recovery rating reflects its expectation of average (30% to 50%) recovery in the event of a payment default. S&P said, "The rating reflects our view that the company's capital structure is currently unsustainable given its high leverage and weak coverage metrics. The company continues to be affected by macroeconomic headwinds as revenue has declined nearly 14% in in the past 12 months due to a decline in volume and hours billed amid weak economic conditions. To enhance liquidity, the company has taken out additional debt in the past 12 months. This includes an additional $35 million first-in first-out FILO facility and a $95 million delayed-draw term loan (which we expect to be used for franchise acquisitions and not general corporate purposes). This new debt, when combined with the increase in debt from the acquisitions of Hire Dynamics and Blue Crew, has left minimal ratings cushion to absorb weaker earnings cycles during economic turndowns. LTM S&P Global Ratings-adjusted EBITDA decreased from about $100 million as of year-end 2023 to approximately $44 million as of March 31, 2024, largely due to negative EBITDA in the first quarter of 2024. Leverage increased to 25.5x, from 10.4x during the same period in 2023. "While we expect leverage to decline in the coming quarters due to the realization of cost initiatives and potential industry recovery, we still expect leverage to remain elevated at above 13x in 2024. Additionally, the significant EBITDA decline along with the elevated interest rate environment caused the interest coverage to fall to 0.4x as of March 31, 2024, from 1.0x the previous year. However, we are forecasting interest coverage to improve to 0.8x at the end of the year as one-time costs roll off. "The negative outlook reflects our belief that current macroeconomic headwinds could continue to impact the company's ability to improve credit metrics and generate positive free operating cash flow. "We could lower the rating if we envision a specific default scenario within the next 12 months, including a severe liquidity shortfall. This would most likely occur if operating performance continued to deteriorate causing limited borrowing availability on the ABL. We could also lower the rating if the company pursues distressed debt transactions." S&P could change the outlook or raise the rating if: -- Revenue begins to stabilize, which would likely signify an improvement in industry conditions. -- S&P expects a return to sustained positive free operating cash flow, which led to an improved liquidity position as demonstrated by the company's cash balance and ABL availability. This could be driven by ongoing cost efficiencies and net working capital management. -- S&P believes interest coverage will remain above 1x on a sustained basis and leverage declines to below 10x. EVERI HOLDINGS: Moody's Puts 'B1' CFR on Review for Downgrade ------------------------------------------------------------- Moody's Ratings changed the direction of its ratings review of Everi Holdings Inc. to review for downgrade from review for upgrade, including its B1 corporate family rating, B1-PD probability of default rating, Ba2 rating on its existing senior secured first lien revolving credit facility due 2026, Ba2 rating on its senior secured first lien term loan B due 2028, and B3 rating on its senior unsecured global notes due 2029. The SGL-2 speculative grade liquidity rating (SGL) remains unchanged. The outlook remains Ratings Under Review (RUR). The review for downgrade was prompted by the July 26, 2024 [1] announcement that International Game Technology PLC ("IGT") and Everi have entered into definitive agreements whereby IGT's Gaming & Digital business ("IGT Gaming") and Everi will be simultaneously acquired by a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo") in an all-cash transaction that values the acquired businesses at approximately $6.3 billion on a combined basis. On February 29, 2024, IGT and Everi announced that they had entered into definitive agreements pursuant to which IGT would separate the IGT Gaming business by way of a taxable spin-off to IGT shareholders and then immediately combine such business with Everi. Everi's ratings were placed on review for upgrade at that time. Under the terms of the new agreements, the Apollo Funds will acquire IGT Gaming and Everi. Following closing, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise. As a result, governance risk considerations are considered material to this rating action. The existing debt of Everi is expected to be refinanced in association with the transaction and then withdrawn. The company expects the transaction to close by the third quarter of 2025 and is subject to regulatory approvals and Everi shareholder approval. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS As a result of the new agreement with Apollo, Moody's now anticipate that leverage levels of the combined entity could be above the 4.5x level, which is above Moody's stated leverage level which could result in a downgrade, resulting in the review for downgrade. While the increase in the combined company's size and scale, and enhancement to its business profile with a diverse portfolio including land-based gaming, sports betting, and fintech solutions are strengths to the proposed transaction, this will be balanced by higher debt and leverage levels and private ownership. Moody's review will focus on the achievement of regulatory and shareholder approvals, the combined businesses' operating performance, financial strategies, capital structure and debt levels, and liquidity following the closing of the transaction. As a standalone company, Everi's ratings could be upgraded with an increase in size and scale, sustained strong positive free cash flow and debt-to-EBITDA continues to be maintained at or below 3.0x. The company's financial policies would also need to support sustained lower leverage. Ratings could be downgraded if liquidity deteriorates or if Moody's anticipate Everi's revenue and earnings to decline or there are reductions in discretionary consumer spending. The ratings could be downgraded if debt-to-EBITA leverage were maintained over 4.5x or free cash flow is not comfortably positive. Everi Holdings Inc. (NYSE: EVRI) is a provider of video and mechanical reel gaming content and technology solutions, integrated gaming payments solutions, compliance and efficiency software, and loyalty and marketing software and solutions. For the latest 12-month period March 31, 2024, Everi reported revenue of about $797 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. EYEPOINT PHARMACEUTICALS: Incurs $30.83 Million Net Loss in Q2 -------------------------------------------------------------- EyePoint Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $30.83 million on $9.48 million of total revenues for the three months ended June 30, 2024, compared to a net loss of $22.92 million on $9.11 million of total revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $60.11 million on $21.16 million of total revenues, compared to a net loss of $44.08 million on $16.79 million of total revenues for the six months ended June 30, 2023. As of June 30, 2024, the Company had $324.25 million in total assets, $95.94 million in total liabilities, and $228.31 million in total stockholders' equity. The Company has had a history of operating losses and an absence of significant recurring cash inflows from revenue, and at June 30, 2024 the Company had a total accumulated deficit of $802.3 million. The Company's operations have been financed primarily from sales of its equity securities, issuance of debt and a combination of license fees, milestone payments, royalty income and other fees received from collaboration partners. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1314102/000095017024093853/eypt-20240630.htm About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, Inc., formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a clinical-stage biopharmaceutical company committed to developing and commercializing innovative therapeutics to help improve the lives of patients with serious retinal diseases. The Company's pipeline leverages its proprietary bioerodible Durasert E technology for sustained intraocular drug delivery. The Company's lead product candidate, DURAVYU (previously known as EYP-1901), is an investigational sustained delivery treatment for VEGF-mediated retinal diseases combining vorolanib, a selective and patent-protected tyrosine kinase inhibitor with bioerodible Durasert E. DURAVYU is presently in Phase 2 clinical trials as a sustained delivery treatment for wet age-related macular degeneration (wet AMD), the leading cause of vision loss among people 50 years of age and older in the United States, and diabetic macular edema (DME). EyePoint expects to randomize patients for inclusion in pivotal Phase 3 clinical trials in wet AMD in 2024. EyePoint reported a net loss of $70.79 million in 2023, a net loss of $102.25 million in 2022, a net loss of $58.42 million in 2021, a net loss of $45.39 million in 2020, a net loss of $56.79 million in 2019, and a net loss of $53.17 million in 2018. FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 35% Discount ------------------------------------------------------------ Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 65.4 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.44 billion Term loan facility is scheduled to mature on December 18, 2028. About $1.40 billion of the loan is withdrawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 56% Discount ----------------------------------------------------------- Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 44.0 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $460 million Term loan facility is scheduled to mature on December 17, 2029. About $414.0 million of the loan is withdrawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FORMING MACHINING: $260MM Bank Debt Trades at 21% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Forming Machining Industries Holdings LLC is a borrower were trading in the secondary market around 79.4 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $260 million Term loan facility is scheduled to mature on October 9, 2025. The amount is fully drawn and outstanding. Forming Machining Industries Holdings, LLC is a supplier of specialized components, primarily for the aerospace industry. The Company specializes in large scale parts and complex subassemblies. Its products include door, nacelle and wing structures. FOUNDATION FITNESS: Committee Hires Murphy Desmond as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Foundation Fitness, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Murphy Desmond S.C. as counsel. The firm's services include: a. advising the Committee on its duties; b. attending meetings and negotiating with debtor representatives and other parties in interest, and advising and consulting on the conduct of the Case; c. taking appropriate action to protect and preserve assets, including conducting an investigation of potential claims and causes of action and litigating such claims and causes of action; d. preparing motions, applications, answers, orders, objections, reports, papers and other pleadings necessary to carry out the Committee's duties; e. appearing before the Bankruptcy Court or other courts to assert or protect the interests of unsecured creditors; and f. performing other legal services for the Committee that may be necessary and proper in connection with this Case. The firm will be paid at these rates: Jeffery Phillips $400 per hour Jane (Ginger) Zimmerman $460 per hour Nicole Pellerin $400 per hour Richard P. Garden, Jr. $500 per hour Michael J. Whaley $450 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffery Phillips, a partner at Murphy Desmond S.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: Jeffery Phillips Murphy Desmond S.C. 33 E. Main Street, Suite 500, Madison, WI 53701 Tel: (608) 257-7181 About Foundation Fitness, LLC Founded in 2009, Foundation Fitness, LLC creates custom commercial gyms and fitness centers. It offers 2D and 3D design layout, equipment sales, installation and support. Foundation Fitness and its affiliate Stages Cycling, LLC filed Chapter 11 petitions (Bankr. D. Neb. Lead Case No. 24-80513) on June 22, 2024. At the time of the filing, Foundation Fitness reported $10 million to $50 million in both assets and liabilities while Stages Cycling reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Thomas L. Saladino oversees the cases. Patrick Patino, Esq., at Patino Law Office, LLC is the Debtors' bankruptcy counsel. FRANCHISE GROUP INC: $1.00BB Bank Debt Trades at 53% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Franchise Group Inc is a borrower were trading in the secondary market around 46.7 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1 billion Term loan facility is scheduled to mature on March 10, 2026. About $764.8 million of the loan is withdrawn and outstanding. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy’s Home Furnishings and Sylvan Learning Systems, Inc. FRANCHISE GROUP: $300MM Bank Debt Trades at 53% Discount -------------------------------------------------------- Participations in a syndicated loan under which Franchise Group Inc is a borrower were trading in the secondary market around 47.5 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $300 million Term loan facility is scheduled to mature on March 10, 2026. About $296.3 million of the loan is withdrawn and outstanding. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy’s Home Furnishings and Sylvan Learning Systems, Inc. GALAXY US: $969MM Bank Debt Trades at 21% Discount -------------------------------------------------- Participations in a syndicated loan under which Galaxy US Opco Inc is a borrower were trading in the secondary market around 79.4 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $969 million Term loan facility is scheduled to mature on April 30, 2029. About $949.6 million of the loan is withdrawn and outstanding. Galaxy US Opco Inc., a wholly owned subsidiary of CD&R Galaxy UK Intermediate 3 Limited, operates as a consulting services company. GISOTI PLUMBING: Updates Western Equipment Secured Claims --------------------------------------------------------- Gisoti Plumbing and Heating, Inc., submitted an Amended Small Business Subchapter V Plan dated July 23, 2024. The Debtor continues to operate its business with its principal place located at 296 Grange Road, Troy, NY 12180. The Debtor's goal in this reorganization is to: (a) maintain necessary equipment and repay the secured creditors associated with its necessary equipment the present value of said equipment, with interest, over the life of the plan of reorganization; (b) surrender unnecessary equipment back to secured creditors with liens against same; and (c) provide a reasonable dividend back to its general unsecured creditors. The Plan shall be funded from ongoing revenues derived by the Debtor's ongoing business operations. The final Plan payment is expected to be paid 60-months from date of Confirmation. The final Plan payment is expected to be paid 60 months from date of confirmation. Class 2 consists of the Secured Claims of Western Equipment Finance. The Debtor reserve its right to sell WEF's collateral or surrender superfluous collateral of WEF to WEF. In a surrender scenario, WEF would be entitled to liquidate said collateral and file a general unsecured deficiency claim within 60-days of surrender, whichever occurs first. For the purposes of Class 1 Treatment, "Surrender" shall be defined as the moment in which WEF retakes possession of the collateral from the Debtor. Should WEF fail to file a deficiency claim within 60-days of surrender, or 30-days of a deficiency sale, whichever occurs first, WEF shall not receive a general unsecured distribution under this Plan and are estopped from seeking further contribution from the Debtor for said deficiency amounts. * At the time of filing, upon information and belief, WEF is owed $21,593.90 on its secured claim associated with Debtor's Aeroseal System. The Debtor shall pay WEF $15,000.00 at 9% interest over 60-months ($311.38/mo). * At the time of filing, upon information and belief, WEF is owed $16,878.58 on its secured claim associated with Debtor's Mini Excavator. The Debtor shall pay WEF $16,878.58 at 9% interest over 60-months ($350.38/mo). Like in the prior iteration of the Plan, General Unsecured Claims in Class 7 shall receive their pro rata share of $150,000.00, with a minimum distribution of 8% of their claim. Estimated Monthly Payment to Class 7 Creditors shall be $2500.00 per month. The Plan will be implemented by the Debtor remitting payment to creditors as provided for herein from the Debtor's cash flow as well as ongoing capital contributions (as necessary) from the Debtor's membership. Additionally, Debtor will receive an additional $60,000.00 in funding from My Ride Supply, LLC, or Mr. Gisoti on behalf of My Ride Supply, LLC, over the life of the plan. A full-text copy of the Amended Plan of Reorganization dated July 23, 2024 is available at https://urlcurt.com/u?l=26Zo2Y from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael Boyle, Esq. Boyle Legal, LLC 64 2nd Street Troy, NY 12180 Telephone: (518) 407-3121 Fax: 518-516-5075 Email: mike@boylebankruptcy.com About Gisoti Plumbing and Heating Gisoti Plumbing and Heating, Inc., is a full-service plumbing and heating, ventilation and air conditioning (HVAC) company in Troy, N.Y. Gisoti Plumbing filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 24-10173) on Feb. 19, 2024, with up to $10 million in both assets and liabilities. Greg Gisoti, president, signed the petition. Michael Boyle, Esq., at Boyle Legal, LLC, is the Debtor's bankruptcy counsel. GLOBAL CANCER: Trustee Hires Finestone Hayes as Legal Counsel ------------------------------------------------------------- Mark M. Sharf, the Trustee for Global Cancer Research Institute, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Finestone Hayes LLP as counsel. The firm will assist and advise the Trustee in all legal matters related to the bankruptcy case, including but not limited to: a. The immediate turnover of estate assets by third parties, including Santa Clara Family Health Plan; b. Ensuring cash collateral use continues to be authorized and in compliance with such authorization; c. The investigation, collection and liquidation of potential assets of the estate, including the investigation of the debtor's relationship with Khloris Biosciences; d. Asserting the estate's rights in the related bankruptcy cases of Elessar Properties, LLC and Lynne Ai Bui; e. Recovery of any transfers which may be avoidable under the provisions of the Bankruptcy Code; f. Representation of the Trustee in any litigation he determines is necessary; g. Objection to claims, if the Trustee requests after his review; h. General advice regarding duties in connection with operating the Debtor and/or supervising the operations of the Debtor; i. Determining the status of all leases and other executory contracts; j. Advising the Trustee with respect to a potential plan of reorganization or other disposition of this bankruptcy case; k. The employment of other professionals as necessary, including an accountant; and l. Attendance at Court hearings as necessary. The firm will be paid at these rates: Stephen D. Finestone, Partner $640 per hour Jennifer C. Hayes, Partner $640 per hour Michael Coffino, Senior Counsel $625 per hour Kim Fineman, Senior Counsel $500 per hour Ryan Witthans, Partner $440 per hour Johnson Lee, Contract Attorney $420 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen D. Finestone, Esq., a partner at Finestone Hayes 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: Stephen D. Finestone, Esq. Finestone Hayes LLP 456 Montgomery Street, Suite 1300 San Francisco, CA 94104 Tel: (415) 421-2624 Fax: (415) 398-2820 Email: sfinestone@fhlawllp.com About Global Cancer Research Institute, Inc. Global Cancer Research Institute, Inc. is the first and only community-based dedicated Phase 1 to 4 Clinical Trial Unit in Hematology and Medical Oncology in Northern California. It offers patients access to cutting-edge, innovative new cancer drugs, some of which are not available elsewhere. Global Cancer Research Institute filed Chapter 11 Petition (Bankr. N.D. Calif. Case No. 23-51174) on Oct. 12, 2023, with $1 million to $10 million in both assets and liabilities. Lynne A. Bui, chief executive officer, signed the petition. Judge M. Elaine Hammond oversees the case. Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, A Professional Corporation represents the Debtor as bankruptcy counsel. GOLDEN WEST: $290MM Bank Debt Trades at 16% Discount ---------------------------------------------------- Participations in a syndicated loan under which Golden West Packaging Group LLC is a borrower were trading in the secondary market around 84.4 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $290 million Term loan facility is scheduled to mature on December 1, 2028. The amount is fully drawn and outstanding. City of Industry, California,- based Golden West Packaging Group LLC is an independent converter of corrugated packaging, serving various end-markets. The company has been formed by private equity firm Lindsay Goldberg in 2017 through the combination of four packaging companies and their captive sheet feeder. GULTON INC: Unsecureds Will Get 15% of Claims over 5 Years ---------------------------------------------------------- Gulton Incorporated filed with the U.S. Bankruptcy Court for the District of New Jersey a First Amended Plan of Reorganization dated July 23, 2024. Gulton is in the business of manufacturing thermal printheads. Gulton was formed in or about 2002. The thermal printheads are sold to and used by various businesses. United Parcel Services (UPS) and United States Postal Services (through an authorized reseller New Directions, Inc.) use Gulton printheads to create the labels that are used on the packages which are delivered on a daily basis at our homes and businesses. AstroNova, Inc., which services the airline industry, also uses Gulton printheads to create documentation in the cockpit. Gulton is currently owned by James Caporossi (18%), Vaishali Patel (20%), Paresh Patel (20%) and Joseph DiGiovanni (42%). Gulton is headquartered at 116 Corporate Boulevard, South Plainfield, New Jersey. It has been located at this address for approximately 20 years. Gulton has no significant secured debt. Gulton has a line of credit through TD Bank, N.A. in the principal amount of $41,000, which upon information and belief is backed by the Small Business Administration. TD Bank holds a blanket lien on substantially all of Gulton's assets to secure this loan. The TD Bank loan is guaranteed by each of Gulton's owners. The Debtor estimates that unsecured claims total approximately $1.5 million. The Debtor's financial issues stem from paying off its prior secured claim to PNC Bank which occurred in or about December 2022 when the current owners purchased their equity. One of the two former owners passed away during COVID. The Debtor's secured claim consists of TD Bank with an indebtedness of approximately $41,000 which is treated in Class 1. The Debtor proposes to pay Class 2 Creditors (General Unsecured Creditors) their pro rata share of $250,000 over five years in quarterly installments. Class 2 consists of General Unsecured Claims. This Class shall receive a quarterly payment of $12,500 starting 3 months after the effective date and end 5 years following commencement of payments (20 quarters). This Class shall be paid a total amount of $250,000. This Class will receive a distribution of 15% of their allowed claims. All Equity Interest Holders shall remain in the same percentages as of the Petition Date. The Plan will be funded by the Debtor's continued monthly income. There shall be no prepayment penalty for any priority, administrative or Class of claims. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the First Amended Plan dated July 23, 2024 is available at https://urlcurt.com/u?l=G3WUUR from PacerMonitor.com at no charge. Counsel to the Debtor: Richard D. Trenk, Esq. Robert S. Roglieri, Esq. Trenk Isabel Siddiqi & Shahdanian PC 290 W. Mt. Pleasant Ave., Suite 2370 Livingston, NJ 07039 Telephone: (973) 533-1000 Email: rtrenk@tisslaw.com rroglieri@tisslaw.com About Gulton Incorporated Gulton Incorporated is in the business of manufacturing thermal printheads. Gulton filed a Chapter 11 petition (Bankr. D.N.J. Case No. 24-14611) on May 6, 2024, with $889,251 in assets and $1,726,116 in liabilities. Joseph J. DiGiovann, president and chief operating officer, signed the petition. Richard D. Trenk, Esq., at Trenk Isabel Siddiqi & Shahdanian, PC, is the Debtor's legal counsel. H2O BY DESIGN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: H2O By Design, LLC Poolscapes of Texas Premier Pools and Spas 5033 Penrose Avenue Fort Worth, TX 76116 Chapter 11 Petition Date: August 12, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-42851 Debtor's Counsel: Robert T DeMarco, Esq. DEMARCO MITCHELL, PLLC 12770 Coit Road, Suite 850 Dallas TX 75251 Tel: (972) 991-5591 Email: robert@demarcomitchell.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by William L. Unger 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/TINYUZI/H2O_By_Design_LLC__txnbke-24-42851__0001.0.pdf?mcid=tGE4TAMA HARDINGE INC: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Hardinge, Inc. and its affiliates. The committee members are: 1. Pension Benefit Guaranty Corporation Attn: John Curton 445 12th Street SW Washington, DC 20024-2101 Phone: 202-286-7432 Email: curton.jon@pdgc.gov 2. Forefront Machining Technologies, Inc. Attn: Paul Nold 731 Abercorn Court Dayton, OH 45458 Phone: 937-672-2443 Email: paul.nold@forefontmachining.com 3. Lincoln Park Boring Co. Attn: Nancy Yesue 28089 Wick Road Romulus, MI 48174 Phone: 734-946-8300 Fax: 734-946-8508 Email: nancy@lincolnparkboring.com 4. NexGen Data Solutions, LLC Attn: Shawn Burns 716 Dekalb Pike, Unit 202 Blue Bell, PA 19422 Phone: 610-322-3965 Email: shawn@nexgendata.com 5. Main Street Apps Attn: Matthew Batchler 8221 Quaker Ridge Court West Chester, OH 45069 Phone: 513-680-7808 Email: mbatchler@mainstapps.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Hardinge Inc. Hardinge Inc. globally designs, manufactures, and distributes computer-controlled metal cutting lathes, grinding and related tooling, and accessories. It markets its products in the United States, Europe, and Asia. The company is based in Elmira, N.Y. Hardinge and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11605) on July 29, 2024. In its petition, Hardinge reported $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP as bankruptcy counsels; Houlihan Lokey Capital, Inc. as financial advisor and investment banker; Adrian Frankum of Ankura Consulting Group, LLC as chief restructuring officer; and C Street Advisory Group, LLC as strategic communications advisor. Kroll Restructuring Administration, LLC is the claims and noticing agent and administrative advisor. HELIX ENERGY: Extends ABL Facility Maturity to August 2029 ---------------------------------------------------------- Helix Energy Solutions Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 2, 2024, the Company, Helix Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater Abandonment Alternatives, Inc., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, Helix Well Ops (U.K.) Limited and Helix Robotics Solutions Limited, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as agent and security trustee for the lenders, entered into Amendment No. 4 to Loan, Security and Guaranty Agreement to the existing Loan, Security and Guaranty Agreement dated as of September 30, 2021, among the Borrowers, the guarantors party thereto, the lenders party thereto and the Agent. The Fourth Amendment amends certain provisions under the ABL Facility to, among other things, extend the maturity date of the ABL Facility from September 30, 2026, to August 2, 2029 subject to earlier senior debt maturities, and increase the letter of credit basket under the ABL Facility from $20 million to $55 million. BORROWERS of the ABL Facility: * Helix Energy Solutions Group, Inc. * HELIX WELL OPS INC. * DEEPWATER ABANDONMENT ALTERNATIVES, INC. * Alliance Offshore, L.L.C. * Helix Alliance Decom, LLC, its sole member * Triton Diving Services, LLC * Whitney Clare Holdings, LLC, its sole member * Alliance ‎Special Ventures Holdings, LLC, its sole member * Helix Alliance Decom, LLC, its sole member * Alliance Energy Services, LLC * Alliance Industry Holdings, LLC, its sole member * Helix Alliance Decom, LLC, its sole member GUARANTORS of the ABL Facility: * HELIX ROBOTICS SOLUTIONS INTERNATIONAL CORP. * HELIX ENERGY SOLUTIONS (U.K.) LIMITED * HELIX SUBSEA CONSTRUCTION, INC. * HELIX Alliance Decom, LLC * ALLIANCE-TRITON GOM HOLDINGS, LLC * Helix Alliance Decom, LLC, its sole member * ALLIANCE ‎MARITIME HOLDINGS, LLC * WHITNEY CLARE HOLDINGS, ‎LLC * ALLIANCE INDUSTRY HOLDINGS, LLC * Alliance-Triton GOM Holdings LLC, its sole member * Helix Alliance Decom, LLC, its sole member * Alliance Special Ventures Holdings, LLC * Whitney Clare Holdings, ‎LLC, its sole member * Alliance-Triton GOM Holdings LLC, its sole member * Helix Alliance Decom, LLC, its sole member * HELIX Q5000 HOLDINGS LLC * HELIX OFFSHORE LTD. AGENT AND LENDERS of the ABL Facility: * BANK OF AMERICA, N.A., as Agent, a U.S. Lender, and an Issuing Bank * BANK OF AMERICA, N.A. (acting through its London Branch), as a U.K. Lender * WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender and an Issuing Bank * WELLS FARGO BANK, NATIONAL ASSOCIATION (London Branch), as a U.K. Lender * ZIONS BANCORPORATION, N.A. dba Amegy Bank, as a U.S. Lender A full-text copy the Fourth Amendment of the Loan, Security and Guaranty Agreement dated as of September 30, 2021 is available at https://tinyurl.com/52rb7sfm About Helix Energy Helix Energy Solutions Group, Inc. is an American oil and gas services company headquartered in Houston, Texas. * * * Egan-Jones Ratings Company on September 21, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group, Inc. ICON AIRCRAFT: SSG Served as Investment Banker in Asset Sale ------------------------------------------------------------ SSG Capital Advisors, LLC, served as the investment banker to ICON Aircraft, Inc. in the sale of substantially all assets to an affiliate of Drkopp Adler GmbH. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in June 2024. ICON is a leading developer and manufacturer of light-sport aircraft. The Company's flagship product is the ICON A5, an amphibious sport plane with foldable wings and versatile takeoff and landing options. The Company was founded in 2006 in response to the Federal Aviation Administration's formation of the LSA category and the sport pilot license class in 2004. With state-of-the-art manufacturing facilities and a first-mover advantage, ICON established itself as a leader in the recreational aviation industry. The Company developed its proof-of-concept aircraft in the mid-2000s and spent the next 15 years establishing its manufacturing processes, onboarding more than 300 employees and refining its award-winning LSA. Despite the Company's ability to build a global brand following and sell over 200 aircraft, the Company faced liquidity constraints driven by rising input costs, supply chain disruptions, certification delays, and disputes with management and shareholders. These issues required the Company to borrow additional capital from investors and led to an unsustainable capital structure. SSG was retained in August 2023 as ICON's exclusive investment banker to conduct a comprehensive marketing process and solicit interest from new investors or a sale of the business. While SSG's marketing process was robust and generated interest fromstrategic and financial investors, no party was willing to move forward with an investment outside of a bankruptcy process. In an effort to preserve ongoing operations, ICON filed for relief under Chapter 11 in April 2024 to pursue a sale of the Company's assets. In preparation for the Company's filing in April 2024, SSG was tasked with securing debtor-in-possession financing to fund the bankruptcy sale process. SSG contacted a variety of potential alternative lenders, including third-party financial institutions experienced in distressed lending and financing, as well as existing unsecured lenders and shareholders. Although several parties considered the opportunity, FeiRen International Co. Ltd. was the only lender to submit a term sheet for a DIP facility, which was ultimately approved by the Bankruptcy Court. Once the DIP financing was secured, SSG commenced a comprehensive, post-petition marketing process and re-solicited interest for a sale of the Company's assets. After extensive diligence coordination and negotiations, an asset purchase agreement submitted by DA was approved as the stalking horse bid. Following an expedited re-marketing of the stalking horse bid and the receipt of one additional qualified overbid, an auction was held. After multiple rounds of bidding at the auction and subsequent bids made the night before the sale hearing, the stalking horse bid was increased by over 20%, and the Debtors ultimately deemed the final bid from DA to be the highest and best offer. The sale to DA was approved by the Bankruptcy Court in June 2024 and closed thereafter receiving Chinese government approval required due to DA's Chinese parent company. SSG's special situations expertise, experience running expedited processes, and ability to navigate complex stakeholder relationships generated a competitive auction environment that maximized stakeholder value and preserved the business as a going concern. Other professionals who worked on the transaction include: * Samuel A. Newman, Vijay S. Sekhon, Charles M. Persons, Banks Bruce, Feifei Bian, Daniel F. Burkhart, Jeri Leigh Miller, BinQuan Zhuang, Ph.D., Nathan Elner, Mary Kathryn Field, Hannah M. Brown, Francesca L. Sadler and Amanda Rahie of Sidley Austin LLP, co-counsel to ICON Aircraft, Inc.; * Michael R. Nestor, Sean M. Beach, Ashley E. Jacobs, S. Alexander Faris, Jared Kochenash and Soumya P. Venkateswaran of Young Conaway Stargatt & Taylor, LLP, co-counsel to ICON Aircraft, Inc.; * Thomas M. McCabe (Chief Restructuring Officer), H. Michael Hogan III, Andrew Hyde, Agnes Han, Becca Yang and Camden East of Armanino LLP, financial advisor to ICON Aircraft, Inc.; * Thomas G. FitzGerald of Drivetrain, LLC, Independent Director to ICON Aircraft, Inc.; * William A. Smelko and Julian Zou of Procopio, Cory, Hargreaves & Savitch LLP, co-counsel to Drkopp Adler GmbH; * Evan T. Miller of Saul Ewing LLP, co-counsel to Drkopp Adler GmbH; and * Zhao (Ruby) Liu of The Rosner Law Group LLC, counsel to FeiRen International Co. Ltd. INDRA HOLDINGS: $50MM Bank Debt Trades at 48% Discount ------------------------------------------------------ Participations in a syndicated loan under which Indra Holdings Corp is a borrower were trading in the secondary market around 52.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $50 millionTerm loan facility is scheduled to mature on December 23, 2024. The amount is fully drawn and outstanding. Indra Holdings Corp was founded in 2014. The company's line of business includes holding or owning securities of companies other than banks. INSIGHT PHOTONIC: Hires Roberts Law LLC as Special Counsel ---------------------------------------------------------- Insight Photonic Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Roberts Law, LLC as special counsel. The firm will provide legal services pertaining to general corporate matters, including Debtors' ongoing business operations, as well as to provide advice on securities matters. The firm will be paid at the rate of $300 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lauren Roberts, Esq., a partner at Roberts Law, 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: Lauren Roberts Roberts Law, LLC 67 N Logan St., D1 Denver, CO 80203 Tel: (303) 736-9868 About Insight Photonic Solutions, Inc. Insight Photonic Solutions, Inc. in Broomfield, CO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 24-13141) on June 6, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. Michael Minneman as chief executive officer, signed the petition. Judge Michael E. Romero oversees the case. ONSAGER | FLETCHER | JOHNSON | PALMER LLC serve as the Debtor's legal counsel. INSPIREMD INC: Posts $7.9 Million Net Loss in Fiscal Q2 ------------------------------------------------------- InspireMD, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $7.9 million on $1.7 million of total revenues for the three months ended June 30, 2024, compared to a net loss of $5.1 million on $1.6 million of total revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $14.9 million on $3.3 million of total revenues, compared to a net loss of $9.3 million on $2.9 million of total revenues for the same period in 2023. As of June 30, 2024, the Company had $55.7 million in total assets, $8.9 million in total liabilities, and $46.8 million in total equity. Marvin Slosman, CEO of InspireMD, commented: "The clear highlight since our last quarterly report was the announcement of best in class one-year outcomes data from our pivotal C-GUARDIANS clinical trial of the CGuard Carotid Stent System, which was designed to support a Premarket Approval (PMA) application to FDA later this year. The data demonstrated a primary endpoint event rate of 1.95% through one year, the lowest such rate for any carotid stent or embolic protection device pivotal clinical trial, thus adding to the significant body of data that we have compiled demonstrating the outstanding performance of CGuard both short- and long-term. With these results in hand, we intend to proceed with a PMA application in the back half of this year while continuing to build out a world-class US commercial infrastructure in anticipation of FDA approval in the first half of 2025. "In parallel, we continued to advance development of our pipeline of carotid intervention and stroke prevention tools, including our SwitchGuard NPS TCAR solution, and we remain on track to initiate our CGUARDIANS II clinical trial in the back half of this year. By uniquely developing solution sets for both CAS and TCAR utilizing our best-in-class CGuard Prime stent implant, we believe we are well positioned for the ongoing paradigm shift toward an endovascular 'stent first' approach. I am very pleased with our continued progress and look forward to a productive back half of the year," Mr. Slosman concluded. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2e94run4 About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- www.inspiremd.com -- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $19.92 million in 2023, a net loss of $18.49 million in 2022, a net loss of $14.92 million in 2021, a net loss of $10.54 million in 2020, and a net loss of $10.04 million in 2019. In its Quarterly Report for the period ended March 31, 2024, InspireMD said, "As of March 31, 2024, we have the ability to fund our planned operations for at least the next 12 months from the issuance date of the financial statement. However, we expect to continue incurring losses and negative cash flows from operations until our products (primarily CGuard EPS) reach commercial profitability. Therefore, in order to fund our operations until such time that we can generate substantial revenues, we may need to raise additional funds. Our plans include continued commercialization of our products and raising capital through the sale of additional equity securities, debt, or capital inflows from strategic partnerships. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations. If we are unsuccessful in commercializing our products or raising capital, we may need to reduce activities, curtail, or cease operations." INTER PIPELINE: Fitch Affirms 'BB' Rating on Subordinated Debt -------------------------------------------------------------- Fitch Ratings has affirmed Inter Pipeline Ltd.'s (IPL) Long-Term Issuer Default Rating (IDR) at 'BBB-', senior unsecured rating at 'BBB-', and subordinated debt rating at 'BB'. The Rating Outlook is Stable. The affirmation takes into account continued challenged performance at IPL's Heartland Petrochemical Complex (Heartland), particularly at the Propane Dehydrogenation Unit (PDH Unit). Fitch expects worse profit performance from Heartland in 2024 compared to its prior forecast. However, Fitch believes IPL is taking the steps necessary to improve Heartland. In accordance with this view, Fitch forecasts that Heartland, along with the rest of the company, will post 2025 EBITDA that translates into leverage that is acceptable for the 'BBB-' rating. Approximately three-fifths of IPL's run-rate EBITDA is from long take-or-pay contracts, which support the rating. Key Rating Drivers Operations at Heartland: Mainly due to a problem at the PDH Unit, Heartland (as an integrated plant) has run below a 60% average utilization factor for the interval from Feb. 1, 2023 to June 30, 2024. This utilization factor is moderately better than the "almost 50%" that Heartland posted in its first five months of operations (Feb. 1 to June 30, 2023). For the balance of 2024 and for the first part of 2025, Fitch expects Inter to achieve a certain run-rate for the integrated plant. As to that certain rate of production, Fitch forecasts that certain run-rate to be below name-plate capacity for the complex, yet is at a production level that furnishes a meaningful EBITDA contribution to IPL. Based on Fitch's view of 2025 at Heartland and the rest of the company (which has been prospering amid recent challenging times at Heartland), Fitch forecasts EBITDA leverage of about 4.9x in 2025. Operation of PDH Units: Fitch's sector coverage history has yielded a data-set from monitoring the early stage of operation of PDH units. "Early stage" encompasses both late construction and the first years of operation. When comparing it to Fitch's monitoring history, IPL's experience is not wholly unique. That said, PDH units are very complicated, and Heartland could encounter another significant problem that is unrelated to the problems which required long outages in both 2023 and 2024. Fitch believes IPL would not have sufficient headroom at the current rating level, absent self-help measures, if some unplanned and lengthy outages occur. Dividend Flexibility: The 'BBB-' rating assumes that IPL can absorb moderately challenging Heartland operating problems by ramping down the dividend. Fitch expects 2024 dividends to be less than in 2023. However, if Heartland unexpectedly performs much better than Fitch forecasts, dividends would exceed the forecast and credit quality would remain intact. High Leverage: Fitch forecasts that the 2024 EBITDA leverage to be around 6.3x (Fitch's definition of leverage is different from management's). Based on this forecast, the company in the 2022-2024 interval will have leverage that is too high for the 'BBB-' rating. However, by 2025, Fitch forecasts IPL leverage to about 4.9x. Fitch views this period (2022-2024) of high leverage in the context that Heartland is a transformative project for IPL as well as its customers and the province of Alberta and, furthermore, is based on sound regional and global fundamentals (low propane prices in Alberta; rising per capita plastics use globally). Commodity Relationships: Approximately 20% of IPL EBITDA (run-rate) is from activities that vary on the relationships between two prices for a commodity or commodities. The spreads can relate to location, upgrading or time. On a positive note, IPL does not take title to a material amount of any commodity simply for performing a service (such a risk profile is common for U.S. gas processing companies). Through recent cycles, Alberta has been a generally favorable location for IPL's spread businesses. In addition, in both 2023 and relative to Fitch's forecast for 2024, the Marketing segment (where most of IPL's spread business profits reside) has performed better than Fitch forecast one year ago. Execution of such a business is important to any company's credit quality, and IPL's management has a good historical track record. Derivation Summary Williams (BBB/Stable) is comparable to IPL due to its large contribution of take-or-pay business, at about 40% (with contract length of about five to six years and with great prospects of renewal at prevailing rates). Williams does not have the sensitivity to commodity prices that IPL has, but it has less take-or-pay. In addition, Williams has some volumetric-risk territories that are not likely to be as resilient Alberta in lengthy commodity price troughs. Fitch projects Williams's 2024 leverage at approximately 3.9x and trending up thereafter. The company is strongly positioned in its rating category. Fitch sees IPL with 2025 leverage meaningfully higher than WMB's leverage. The one-notch rating difference between the two companies is mainly related to leverage. Key Assumptions - Fitch oil and gas price deck; - The obligations of customers pursuant to take-or-pay contract provisions are fulfilled; - In 2024 and the other years of the forecast period, total capex per annum is materially more than in 2023; - Heartland volumes in 2024 and 2025 reflect an improving trend until healthy volumes are achieved in the beginning of 2026; - The amounts (over time) of cash flows from IPL to Brookfield reflect a policy of flexibility, in order to support credit quality; - Interest expense reflects base rates over time per the Fitch Global Economic Outlook. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Increasing the take-or-pay contract attribute of IPL, both as to (i) substantially increasing the percentage of EBITDA under take-or-pay in the forecast period, and (ii) moderately lengthening the average life of such contracts; - EBITDA Leverage expected to be sustained below 4.0x. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Reversals in commercial operations at Heartland, incremental to the forecast Fitch has made for 2024; - FY 2025 EBITDA leverage expected to be above 5.0x; - A meaningful increase in risk related to commodity prices, including in spread businesses such as basis differentials or product differentials; - Increase in dividend pressure on IPL incremental to what Fitch expects. Liquidity and Debt Structure Ample Liquidity: On a consolidated basis, as of June 30, 2024, IPL had $29.3 million of cash and $2.75 billion among two committed credit facilities that expire at or before December 2027. One of the two facilities has as its borrower Inter Pipeline (Corridor) Inc., and the facility is intended to be and in fact is almost fully drawn. Net of draws and letter of credit issuances, the availability under these two committed credit facilities is approximately $1.3 billion. The IPL-level credit facility maintains a covenant that the maximum consolidated net debt to total capitalization not exceed 65%. As of June 30, 2024, IPL maintained a consolidated net debt to total capitalization of 41.6% and was in compliance with all covenants. IPL's next maturity is a $300 million note due in March 2025. IPL's maturity schedule is manageable, and Fitch expects IPL will have sufficient liquidity and access to capital markets to repay or refinance its upcoming issuances. Issuer Profile Inter Pipeline Ltd. is a midstream company operating primarily in the province of Alberta. Summary of Financial Adjustments In evaluating IPL's credit quality, Fitch looks at multiple types of leverage calculations. The leverage calculation featured in this Rating Action Commentary excludes from the numerator the debt balance of Inter Pipeline (Corridor) Inc. (Corridor; not rated) and excludes from the denominator the Corridor EBITDA flow (no Corridor flow is in the denominator). Subordinated notes are treated as having 50% equity credit. Shareholder loans, which are subordinated loans and are due in 2080, are treated as non-debt securities. Cash flows servicing the shareholder loans are deemed to be dividends. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Inter Pipeline Ltd. LT IDR BBB- Affirmed BBB- senior unsecured LT BBB- Affirmed BBB- subordinated LT BB Affirmed BB JELD-WEN HOLDING: Moody's Rates New $350MM Unsecured Notes 'B1' --------------------------------------------------------------- Moody's Ratings assigned a B1 rating on JELD-WEN Holding, Inc.'s proposed $350 million backed senior unsecured notes due 2032. JELD-WEN Holding, Inc. is the parent company of JELD-WEN, Inc. (JELD-WEN). All other ratings of JELD-WEN, including its Ba3 corporate family rating and the stable outlook remain unchanged. The proceeds from JELD-WEN Holding, Inc.'s new senior unsecured notes will be used to retire all of its $200 million senior unsecured notes due 2025 and to pre-repay $150 million of its outstanding $534 million senior secured term loan due 2028. The proposed notes will be guaranteed by JELD-WEN, Inc. and its domestic subsidiaries that guarantee the secured term loan, as well as certain direct and indirect domestic subsidiaries of JELD-WEN Holding, Inc. that guarantee the term loan and the ABL. The transaction is leverage neutral, however, it is expected to result in a modest increase in the company's interest expense burden. JELD-WEN's liquidity is expected to remain good and will be supported by a good cash balance, positive cash flow generation and significant availability under the $500 million ABL revolving credit facility expiring in July 2026. Softness in the repair and remodeling markets continues to weigh on JELD-WEN's results in 2024, with improvement in business conditions expected in 2025 as interest rates gradually trend down. The company's strategic transformation actions related to cost cutting and footprint and facility rationalization are expected to contribute to an improved earnings profile in 2025. RATINGS RATIONALE JELD-WEN's Ba3 CFR is supported by: 1) its strong market position as a leading manufacturer of doors and windows in its North American and European end markets; 2) large revenue base of $4.0 billion with global scale and geographic diversification of sales across about 70 countries; 3) financial policy that is geared toward conservative debt leverage with a net debt to EBITDA target of 2.0 to 2.5x; and 4) long-term strategies directed at productivity enhancements, cost reductions, and product pricing to support profitability improvement. The company's credit profile is constrained by: 1) the cyclicality of the end markets served, and currently soft conditions in the repair and remodeling sector; 2) competition and significant pricing volatility inherent to the building products sector, inflationary input cost pressures, and weaker operating margins compared to peers; 3) long-term risks related to an acquisitive growth strategy, which presents integration challenges, and to shareholder-friendly activities in the form of share repurchases, although neither is expected in the near term; and 4) risks related to the company's litigation proceedings. The stable outlook reflects Moody's expectation that over the next 12 to 18 months the company will improve its operating margin profile through cost reduction strategies and reduce its debt leverage, while maintaining good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if adjusted debt to EBITDA is sustained below 3.5x, adjusted EBITA to interest coverage is above 4.5x, and adjusted EBITA margin improves materially. In addition, the upgrade will take into consideration the company's financial policy, acquisition strategy, industry conditions, and liquidity. The ratings could be downgraded if the company's adjusted debt to EBITDA is sustained above 4.5x, adjusted EBITA to interest is sustained below 3.0x, operating margin declines or if liquidity weakens meaningfully. The principal methodology used in this rating was Manufacturing published in September 2021. JELD-WEN, Inc. is a vertically integrated manufacturer of interior and exterior doors and windows across different price points for the new residential construction, repair and remodeling, and nonresidential building markets in North America and Europe. In the last twelve months ended June 29, 2024, JELD-WEN generated about $4.0 billion in revenue. JOONKO DIVERSITY: Unsecureds Will Get 100% in Liquidating Plan -------------------------------------------------------------- Joonko Diversity Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement with respect to Plan of Liquidation dated July 23, 2024. The Debtor is a privately-held corporation that was incorporated under the laws of the State of Delaware on July 6, 2016. The Debtor has issued and outstanding common stock and several series of preferred stock. Prior to June 2023, the Debtor was engaged in the development of an AI-powered platform to help companies recruit diverse employees, utilizing machine learning to match qualified candidates from underrepresented communities with job opportunities. As of the Petition Date, the Debtor had approximately $4.25 million in cash in its bank accounts and on account at PayEm, Inc. (a vendor payment service). The Debtor does not believe that it has any other assets of value that could be liquidated to fund recoveries to claim and interest holders. The Debtor began to wind down its business in June 2023 after discovering the broad-based fraud that had occurred and realizing that, while the idea behind the Debtor's business, connecting businesses with diverse candidates using an AI-powered platform was a good one, the Debtor never in fact had much of a "real" business, and there unfortunately was nothing to salvage. After discovering Ilit Raz's fraud, the Board reacted quickly by initiating an investigation and taking steps to secure the Debtor's bank accounts and systems, and communicating with shareholders regarding the fraud that had occurred and the need to wind down the business. The Board also engaged advisors to assist the Debtor in cooperating with the investigations initiated by the DOJ and SEC, which remain ongoing. The situation was further complicated by Raz's written requests for advancement, and her ultimate filing of the Advancement Litigation. Under these circumstances, the Board determined that a chapter 11 process was the best option for halting all litigation and ensuring that the victims of Raz's fraud, the Debtor's preferred shareholders, would receive some recovery on account of their investments in the Debtor. Class 3 consists of General Unsecured Claims. On or as soon as reasonably practicable after the later of (i) the Distribution Date or (ii) the date such General Unsecured Claim becomes an Allowed General Unsecured Claim, a Holder of an Allowed General Unsecured Claim will receive, in full satisfaction, settlement, release and discharge of and in exchange for of such Allowed General Unsecured Claim, (a) cash equal to the unpaid portion of such Allowed General Unsecured Claim or (b) such other treatment as to which such Holder and the Debtor or Liquidating Joonko, as applicable, will have agreed upon in writing. This Class will receive a distribution of 100% of their allowed claims. This Class is unimpaired. On the Effective Date, all Other Interests will be eliminated, cancelled and/or extinguished and each Holder thereof will not be entitled to, and will not receive or retain, any property or interest in property on account of such Other Interests. Joonko will continue to exist as Liquidating Joonko after the Effective Date in accordance with the laws of the State of Delaware and pursuant to the certificate of incorporation and by laws in effect prior to the Effective Date, as amended by the Second Amended and Restated Certificate of Incorporation of Joonko Diversity Inc. and the Amended and Restated By-laws of Joonko Diversity Inc., which will be filed in a Plan Supplement. On the Effective Date, Liquidating Joonko will issue one share of common stock (the "New Common Stock") to the Plan Administrator, who will serve as the sole shareholder of Liquidating Joonko. The Plan Administrator will not sell, transfer or otherwise dispose of the New Common Stock absent approval by the Court. The Plan Administrator may vote the New Common Stock on any matter requiring a vote of shareholders of Liquidating Joonko under the Delaware General Corporation Law. The property of the Debtor's Estate will be vested in Liquidating Joonko on and following the Effective Date and will continue to be subject to the jurisdiction of the Court following confirmation of the Plan until such property is distributed to holders of Allowed Claims and Allowed Interests in accordance with the provisions of the Plan and the Confirmation Order. The Court has scheduled a hearing to consider confirmation of the Plan for Sept. 12, 2024 at 10:30 a.m. in the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th Floor, Courtroom No. 4, Wilmington, Delaware 19801 (the "Confirmation Hearing"). A full-text copy of the Disclosure Statement dated July 23, 2024 is available at https://urlcurt.com/u?l=aXUBWN from PacerMonitor.com at no charge. Counsel for the Debtor: David R. Hurst, Esq. McDermott Will & Emery LLP The Brandywine Building 1000 N West Street, Suite 1400 Wilmington, DE 19801 Phone: (302) 485-3930 Email: dhurst@mwe.com About Joonko Diversity Inc. Joonko Diversity Inc. is an AI-powered employee recruitment venture. Joonko Diversity sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11007) on May 14, 2024. In the petition filed by Ilan Band, as chief executive officer, the Debtor estimated assets between $1 million and $10 million and estimated liabilities up to $50,000. McDermott Will & Emery LLP, led by David R. Hurst, is the Debtor's counsel. JR PARTNERS: Sale Proceeds & Continued Operations to Fund Plan -------------------------------------------------------------- JR Partners LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Liquidation dated July 23, 2024. The Debtor is a Georgia limited liability company and as its business, Debtor is a custom residential home builder (the "Business"). Debtor is owned by David Sajdak and JV Partners LLC, who is owned by Julian Rizov. The Debtor had issues with cost overruns on materials to finalize certain builds. This caused Debtor to fall behind on certain mortgage payments and was threatened with foreclosure on certain property located at 310 Timberview Trail, Alpharetta, Georgia 30004. Debtor filed bankruptcy on May 6, 2024, to protect the equity in that property for the benefit of unsecured creditors and to reorganize its financial affairs without the threat of collection. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 8 shall consist of general unsecured claims. The Debtor will pay the Holders of Class 8 General Unsecured Claims a pro rata distribution of Debtor's remaining assets after satisfying all Priority and Secured Claims. The total amount of Class 8 General Unsecured Claims is $537,425.45. * If Debtor is able to complete the Sale of the 310 Timberview Property as described in Class 6, after satisfying the Class 6 Secured Claim, Class 3 Secured Claim, and the Class 7 Secured Claims, Debtor anticipates and projects but does not warrant net proceeds of $120,000.00 if Debtor sell the 310 Timberview Property for $2,600,000.00. * If Debtor is unable to complete the Sale of the 310 Timberview Property as prescribed in Class 6, Debtor will have assets totaling approximately $1,711.66, being the amount in the debtor-in-possession account. In that event, Debtor anticipates and projects no distribution to Class 8 General Unsecured Creditors. Notwithstanding anything else in this document to the contrary, any claim listed shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor, and Debtor's obligations hereunder shall be reduced accordingly. The Claims of the Class 8 Creditors are Impaired by the Plan and the holders of Class 8 General Unsecured Claims are entitled to vote to accept or reject the Plan. Class 9 consists of the Equity Claims. David Sajdak and JV Partners LLC shall retain their interests in the shares in Debtor. The source of funds for the payments pursuant to the Plan is Debtor's sale of the houses listed in this Plan as well as the continued operations of Debtor and future projects. Upon confirmation, Debtor will be charged with administration of the Case. Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan. Debtor will file all post-confirmation reports required by the United States Trustee's office. A full-text copy of the Liquidating Plan dated July 23, 2024 is available at https://urlcurt.com/u?l=Uth4Xv from PacerMonitor.com at no charge. Attorney for the Debtor: Thomas T. McClendon, Esq. Jones & Walden LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Telephone: (404) 564-9300 Email: lpineyro@joneswalden.com mgensburg@joneswalden.com About JR Partners LLC JR Partners LLC is a custom residential home builder. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54612) on May 6, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David Sajdak as authorized representative. Thomas T. McClendon, Esq. at Jones & Walden, LLC represents the Debtor as counsel. KOPIN CORP: Incurs $5.92 Million Net Loss in Second Quarter ----------------------------------------------------------- Kopin Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $5.92 million on $12.34 million of total revenues for the three months ended June 29, 2024, compared to a net loss of $8.18 million on $10.46 million of total revenues for the three months ended July 1, 2023. For the six months ended June 29, 2024, the Company reported a net loss of $38.47 million on $22.37 million of total revenues, compared to a net loss of $10.81 million on $21.22 million of total revenues for the six months ended July 1, 2023. As of June 29, 2024, the Company had $49.05 million in total assets, $49.26 million in total liabilities, and a total stockholders' deficit of $216,341. Kopin said, "The Company has historical and current negative cash flow from operations and limited liquidity resources. The Company's current strategy is to continue to invest in its business and raise additional capital through financing activities that may include public offerings and private placements of its common stock, preferred stock offerings, collaborations and licensing arrangements and issuances of debt and convertible debt instruments. Until such time that additional capital can be raised, the Company plans to strategically manage its uncommitted spend, execute its priorities and implement cost saving measures to reduce research and development and general and administrative expenditures which could include minimizing staff costs. The Company may also sell assets and look at other strategic alternatives. There are inherent uncertainties associated with fundraising activities and activities to manage our uncommitted spending and the successful execution of these activities may not be within the Company's control. There are no assurances that such additional funding will be obtained and that the Company will succeed in its future operations. If the Company is unable to achieve positive cash flows and profitability in the foreseeable future, cannot successfully raise additional capital and implement its strategic plan, or the recommended disgorgement and exemplary damages are not significantly reduced or eliminated in the final order, the Company's liquidity, financial condition and business prospects will be materially and adversely affected. There is substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/771266/000149315224030835/form10-q.htm About Kopin Kopin Corporation -- http://www.kopin.com-- is a developer and provider of high-performance application-specific optical solutions consisting of high-resolution microdisplays and optics, subassemblies, and headsets. The Company's products are used for defense applications (thermal weapon rifle sights, fixed and rotary wing pilot helmets, armored vehicle targeting systems, and training & simulation headsets); industrial and medical headsets; and 3D optical inspection systems. The Company believes that the technologies it is developing may eventually be used in consumer augmented reality ("AR") and virtual reality ("VR") wearable headset systems. Its products are primarily used to overlay digital information on the real-world scene. Kopin incurred a net loss of $19.75 million in 2023, a net loss of $19.33 million in 2022, a net loss of $13.47 million in 2021, a net loss of $4.53 million in 2020, and a net loss of $29.37 million in 2019. LA HACIENDA: Orrick Herrington Revises Rule 2019 Statement ---------------------------------------------------------- The law firm of Orrick, Herrington & Sutcliffe LLP filed an amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of La Hacienda Mobile Estates, LLC, the firm represents Trails End United for Change ("TEUC"). TEUC is an unincorporated association representing 18 of the approximately 25 remaining resident-occupied spaces in the 60 space mobilehome park located at 104 E Sierra Ave, Fresno, California (the "Park"). TEUC was formed in 2021, approximately three years before the filing of the Chapter 11 Case at a time when the Park was named "Trails End Mobilehome Park." TEUC participated as an interested party in the receivership litigation that led to the Debtor's purchase of the Park, opposing Debtor's purchase of the Park. Nearly 8 months prior to the filing of the Chapter 11 Case, it joined a second resident association and individual residents as plaintiffs in filing affirmative litigation against the Debtor and its affiliated entity and insider Harmony Communities, Inc. TEUC and its co-plaintiffs recently obtained a preliminary injunction against the Debtor and Harmony prohibiting them from closing the Park until they complied with California mobilehome statutes and from evicting residents. Moreover, due to TEUC's role over those 3 years of advocating against the Debtor's purchase of the Park in 2022, successfully blocking an impermissible rent increase, and pursuing legal action against the Debtor's attempt to close the Park, some of TEUC's members are very concerned about publicly revealing their identity until absolutely necessary, fearing retaliation by the Debtor or its agents or representatives, a fear vindicated by the fact that the Debtor was pursuing between 10-20 additional evictions until TEUC obtained an injunction preventing it from doing so. TEUC contends that, because it was formed three years prior to the filing of this Chapter 11 Case, it does not necessarily fall within the parameters of Rule 2019, which typically involves groups of creditors that are formed in response to a bankruptcy filing, as opposed to pre-existing legal entities. Orrick does not hold any disclosable economic interests (as that term is defined in Bankruptcy Rule 2019(a)(1)) in relation to the Debtor. The TEUC Tenant Members' address and names are: 1. David Willis 104 E Sierra Ave, Space 41, Fresno, California 93710 2. Sharon Smith 104 E Sierra Ave, Space 32, Fresno, California 93710 3. Patsy Rajskup 104 E Sierra Ave, Space 29A, Fresno, California 93710 4. Teresa Jaimes 104 E Sierra Ave, Space 5, Fresno, California 93710 5. Angelica Silvestre 104 E Sierra Ave, Space 30, Fresno, California 93710 6. Angelica Lepe 104 E Sierra Ave, Space 1, Fresno, California 93710 7. Jose De Jesus 104 E Sierra Ave, Space 49, Fresno, California 93710 8. Jesus Rey Aguilar 104 E Sierra Ave, Space 39, Fresno, California 93710 9. Alejandro Bautista 104 E Sierra Ave, Space 13, Fresno, California 93710 10. Jasmin Ramirez 104 E Sierra Ave, Space 10D, Fresno, California 93710 11. Paul Shahzade 104 E Sierra Ave, Space 31, Fresno, California 93710 12. Leslie Wright 104 E Sierra Ave, Space 15A, Fresno, California 93710 13. Angelina Robles 104 E Sierra Ave, Space 44, Fresno, California 93710 14. Pedro Moreno Cruz 104 E Sierra Ave, Space 17, Fresno, California 93710 Attorneys for Trails End United for Change: ORRICK, HERRINGTON & SUTCLIFFE LLP Marc A. Levinson, Esq. The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 Telephone: (916) 329 4910 Email: malevinson@orrick.com -and- Michael Trentin, Esq. 51 West 52nd Street New York, NY 10019-6142 Telephone: (212) 506 5000 Email: mtrentin@orrick.com About La Hacienda Mobile Estates La Hacienda Mobile Estates, LLC, is primarily engaged in renting and leasing real estate properties. La Hacienda sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Case No. 24-10984) on May 9, 2024, with $1 million to $5 million in both assets and liabilities. The petition was signed by Matt Davies as managing member. The Hon. Karen B. Owens presides over the case. The Debtor tapped Ashby & Geddes, P.A., as bankruptcy counsel. LAND & SEA: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------ The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Land & Sea Industries, LLC. The committee members are: 1. Industrial Piping Specialists, Inc. Paul Mullins, COO P.O. Box 581270 Tulsa, OK 74158 (918) 270-6322 pmullins@ipipes.com Counsel: Steven Soule Hall Estill Attorneys at Law 501 East 2nd Street, Suite 1200 Tulsa, OK 74120 (918) 594-0466 ssoule@hallestill.com 2. Triple-S Steel Supply, LLC and AAP Metals, LLC Lori Doyle, Credit Director 11310 West Little York Houston, TX 77041 (713) 849-7364 lorid@sss-steel.com 3. Cubeco, Inc. Mathew Koenig, VP 1415 Harris Street Houston, TX 77020 (832) 868-4485 MathewKoenig@CubecoInc.com Counsel: Josh Judd Andrews Myers, P.C. 1885 Saint James Place, 15th Floor Houston, TX 77056 (713) 850-8218 jjudd@andrewsmyers.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Land & Sea Industries Land & Sea Industries, LLC is a global provider of fabricated and machined products for the drilling and petrochemical industry. The company is based in Conroe, Texas. Land & Sea Industries filed Chapter 11 petition (Bankr. S.D. Texas Case No. 24-33450) on July 30, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jeffrey P. Norman oversees the case. Julie M. Koenig, Esq., at Cooper & Scully, P.C. is the Debtor's legal counsel. LAVIE CARE: Recovery for Unsecureds Still to Be Determined ---------------------------------------------------------- LaVie Care Centers, LLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization dated July 23, 2024. LaVie is an operator of 43 licensed skilled nursing facilities and independent living facilities across five states that care for more than 3,700 residents on a daily basis, with approximately 3,600 employees. LaVie was formed in 2011 and 2012 through a series of mergers and acquisitions involving a group of Florida-based skilled nursing facility operators under the original LaVie brand, Consulate Health Care, a separate and independent company operating approximately 78 skilled nursing facilities under the Consulate name. In the years following its formation, the Debtors continued to expand and, at the height of its operations, was one of the largest operators of skilled nursing and independent living facilities in the United States. Since then, the Debtors have divested or closed many of their former facilities, including, most recently, the divestiture of 63 facilities in 2023, predominantly in Florida and eight facilities in the first two quarters of 2024. The Debtors are in the process of marketing a sale of either (1) substantially all their assets (i.e., the Sale Transaction) or (2) newly issued equity interests (i.e., the Plan Transaction). The ultimate transaction the Debtors elect to pursue will depend on the outcome of the marketing process. If the Debtors pursue the Plan Transaction, the provisions in Article VI.B will control. If the Debtors pursue the Sale Transaction, then the provision in Article VI.C of the Plan will control. Class 7 consists of General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees in writing to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of (i) the Transaction Consideration and (ii) proceeds of the Plan Administrator Assets following (a) payment in full in Cash of all Allowed Claims that are senior to General Unsecured Claims in priority of payment under the Bankruptcy Code; and (b) the funding of the Professional Fee Reserve and any wind-down reserves as set forth in the Wind-Down Budget. Class 7 is Impaired. The Disclosure Statement still has blanks as to the estimated allowed amount and percentage recovery for holders of unsecured claims. Class 11 consists of Existing Equity Interests. On the Effective Date, subject to the Plan Transaction, the Interests will be cancelled without further notice to, approval of or action by any Person or Entity, and each Holder of an Interest shall not receive any distribution or retain any property on account of such Interest. Plan Transaction Restructuring On the Effective Date, Reorganized Parent shall issue the New Equity Interests to the Plan Sponsor pursuant to the Plan. Contemporaneously therewith, the Plan Sponsor will indefeasibly pay the Plan Sponsor Consideration to the Debtors. The issuance of the New Equity Interests by the Reorganized Debtors shall be authorized without the need for any further corporate or other action by the Debtors or Reorganized Debtors or by Holders of any Claims or Interests. All of the New Equity Interests issued under the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of the New Equity Interests under the Plan shall be governed by the terms and conditions set forth in the Plan, including the New Governance Documents, which terms and conditions shall bind each Entity receiving such distribution of the New Equity Interests. Any Entity's acceptance of New Equity Interests shall be deemed as its agreement to the New Governance Documents, as the same may be amended or modified from time to time following the Effective Date in accordance with their respective terms. The New Equity Interests will not be registered on any exchange as of the Effective Date and shall not meet the eligibility requirements of the Depository Trust Company. Sale Transaction Following the Petition Date and in parallel with the Plan Transaction, the Debtors shall continue their sale and marketing process and solicit bids for the Sale Transaction. At any point, the Debtors, with the consent of the DIP Lenders, the Omega Secured Parties, and the ABL Lenders may terminate pursuit of the Sale Transaction in accordance with the terms of the Bidding Procedures Order and solely effectuate the Plan Transaction. The Debtors shall fund distributions under the Plan pursuant to the Sale Transaction with, as applicable: (a) Cash on hand, including Accounts Receivable; and (b) the Sale Proceeds. A full-text copy of the Disclosure Statement dated July 23, 2024 is available at https://urlcurt.com/u?l=ia5Zxw from Kurtzman Carson Consultants, LLC, claims agent. Counsel for the Debtors: Daniel M. Simon, Esq. McDERMOTT WILL & EMERY LLP 1180 Peachtree Street NE, Suite 3350 Atlanta, Georgia 30309 Tel: (404) 260-8535 Fax: (404) 393-5260 E-mail: dsimon@mwe.com - and - Emily C. Keil, Esq. Jake Jumbeck, Esq. Catherine Lee, Esq. McDERMOTT WILL & EMERY LLP 444 West Lake Street, Suite 4000 Chicago, Illinois 60606 Tel: (312) 372-2000 Fax: (312) 984-7700 E-mail: ekeil@mwe.com jjumbeck@mwe.com clee@mwe.com About Lavie Care Centers 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. LECLAIRRYAN PLLC: Gets Court Okay on $1.4M Deal With Ex-Attys ------------------------------------------------------------- Rick Archer of Law360 Bankruptcy Authority reports that a Virginia bankruptcy judge Tuesday, July 30, 2024, approved a settlement of more than $1.4 million of claims against the estate of the defunct LeClairRyan law firm by two former firm attorneys. About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 20219. Lynn L. Tavenner was named a Chapter 7 trustee,and then Benjamin C. Ackerly, a successor trustee. Benjamin C. Ackerly retained Tyler P. Brown, Hunton Andrews Kurth LLP, as counsel for Chapter 7 trustee. LFS TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Negative ----------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of LFS Topco, LLC (Lendmark) at 'B'. The Rating Outlook remains Negative. Fitch also affirmed the senior unsecured debt rating at 'B', with a Recovery Rating of 'RR4'. Key Rating Drivers Negative Outlook: The maintenance of the Negative Outlook reflects the expectation for weaker credit performance to continue, which pressures earnings and elevates the risk of deterioration in capitalization ratios. Profit margins have come down significantly in recent quarters and modest increases in delinquencies and losses from current levels could quickly erode tangible equity. Modest but Growing Franchise: Lendmark's rating reflects its modest but growing market position in the U.S. personal installment lending industry, adequate risk-adjusted yields and manageable credit performance to date. Business Model, Leverage Constrain Rating: The ratings are constrained by Lendmark's monoline business model, elevated leverage, higher risk appetite and subprime exposure, and its partial private equity ownership which increases the possibility of shareholder-friendly actions and adds long-term strategic uncertainty. Improving Scale and Product Diversification: Lendmark has continued to grow its franchise primarily through de novo branch openings, increasing the number of branches by 25 in 2023, bringing the total to 526 branches across 22 states as of Dec. 31, 2023. The company has also maintained its direct auto purchase offering and indirect sales finance at 19% and 6% of receivables, respectively, consistent with recent years but up meaningfully from 2017. Fitch views the enhanced product diversification and presence of secured auto collateral favorably as they reduce the overall risk profile of the portfolio. Weaker Asset Performance: Asset performance has weakened over the last 18 months as 30+ day delinquencies rose rapidly in the second half of 2022 and exceeded pre-COVID levels, and have since remained elevated, totaling 6.8% at 1Q24. This compares to 4.3% at YE21 and an average of 6.0% from YE17-YE19. Net charge-offs rose to 10.2% in 1Q24 (annualized), compared to 10.0% in 2023 and 7.0% in 2022. While Fitch believes performance at the current level is manageable for Lendmark's rating level, the company's customer base, which is already challenged by high inflation, is likely to be particularly vulnerable to economic stresses such as rising unemployment. Earnings Pressured by Credit Environment: Profitability, as measured by pre-tax return on average assets (ROAA), was just 0.6% for 1Q24 (annualized) and 1.0% in 2023; down from 1.7% in 2022 and 4.1% in 2021. This was driven by increased loss provisioning expense due to higher charge-offs and revised expectations for credit performance. Weaker operating results have in turn hindered capital rebuild following CECL adoption in 1Q23, and total equity was slightly lower at 1Q24 ($452 million) than 1Q23 ($461 million). Given the relatively high fixed costs of the branch-based model, additional increases in provisioning expense or muted origination growth given the challenging credit environment could lead to operating losses in the near term, which would further pressure capital levels. High Leverage: Lendmark's leverage (debt/tangible equity) is considered a primary rating constraint and is viewed as high given the risk profile of the portfolio. Leverage was 17.4x at 1Q24, up from 15.6x at 1Q23. This metric corresponds to Fitch's 'b' category quantitative benchmark range of 7x-20x for balance sheet-heavy finance and leasing companies with a sector risk operating environment score in the 'bbb' category. Fitch notes that additional capital to absorb credit losses is present via the higher loss reserve required by CECL accounting standards. Debt to tangible equity plus reserves equaled 5.7x at 1Q24, up slightly from 5.3x at 1Q23. Still, Lendmark has thus far been unable to rebuild tangible equity since 1Q23 due to weaker credit performance and operating results, while continuing debt-funded growth. Secured Funding Profile: Lendmark's funding profile is largely secured which, despite being nonrecourse, Fitch views less favorably due to the encumbrance of assets and limited financial flexibility during periods of stress. The company's proportion of unsecured debt is 9.5%, driven by its sole senior unsecured issuance in 2021, which is within Fitch's 'b' category quantitative benchmark range of 1% to 10% for balance sheet-heavy finance and leasing companies with a sector risk operating environment score in the 'bbb' category. Fitch would view further increases in funding diversification and unencumbered assets as incrementally positive for the credit profile. Adequate Liquidity: Fitch views Lendmark's cash liquidity of $51 million at 1Q24 as sufficient to support its operations and near-term funding obligations, with the unsecured notes not maturing until October 2026 and all outstanding ABS still in their two- to five-year revolving periods. The company also had approximately $213 million of unencumbered receivables at 1Q24, which could be borrowed against with undrawn warehouse capacity. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained deterioration in credit performance above Lendmark's net charge-off target range of 8%-9%; - Sustained increase in leverage above 20x (unadjusted for CECL); - Sustained decline in ROAA below 1%; - Inability to access term funding for a prolonged period of 12 months-24 months; - The imposition of new and more onerous regulations that negatively impact Lendmark's ability to execute on its business model. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A sustained decline in leverage below 15x (unadjusted for CECL) and/or reduction in delinquencies below 6% could result in the Outlook being revised to Stable. Beyond that, positive rating momentum could develop from the following: - A sustained decline in leverage below 10x; - An increase in the proportion of unsecured funding to at least 20% of total debt; - Continued maintenance of charge-offs within management's target range through credit cycles; - Further diversification of the business model either through product offering or geographical expansion. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The unsecured debt rating is equalized with the Long-Term IDR, reflecting Fitch's expectation of average recovery prospects in a stress scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is expected to move in tandem with the IDR, but a meaningful decline in unencumbered assets could result in the unsecured debt rating being notched down from the IDR. ADJUSTMENTS The Standalone Credit Profile has been assigned in line with the implied SCP. The Business Profile has been assigned below the implied score due to the following adjustment reason(s): Business model (negative), Market position (negative). The Asset Quality has been assigned below the implied score due to the following adjustment reason(s): Risk profile and Business model (negative). The Earnings & Profitability has been assigned below the implied score due to the following adjustment reason(s): Portfolio risk (negative). The Funding, Liquidity & Coverage has been assigned below the implied score due to the following adjustment reason(s): Funding flexibility (negative). ESG Considerations LFS TopCo, LLC has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the importance of fair collection practices and consumer interactions and the regulatory focus on them, which has a negative impact on the credit profile and is relevant to the ratings in conjunctions with other factors. LFS TopCo, LLC has an ESG Relevance Score of '4' for Governance Structure due to due to the presence of private equity ownership, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- LFS TopCo, LLC LT IDR B Affirmed B senior unsecured LT B Affirmed RR4 B LL FLOORING: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Lead Debtor: LL Flooring Holdings, Inc. 4901 Bakers Mill Lane Richmond VA 23230 Business Description: LL Flooring Holdings, Inc. is a specialty retailer of flooring. The Company carries a wide range of hard-surface floors and carpets in a range of styles and designs, and primarily sells to consumers or flooring focused professionals. Chapter 11 Petition Date: August 11, 2024 Court: United States Bankruptcy Court District of Delaware Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- LL Flooring Holdings, Inc. 24-11680 LL Flooring, Inc. 24-11682 Lumber Liquidators Leasing, LLC 24-11683 LL Flooring Services, LLC 24-11684 Lumber Liquidators Foreign Holdings, LLC 24-11685 Judge: TBD Debtors' Counsel: Joseph O. Larkin, Esq. Jason M. Liberi, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Tel: (302) 651-3000 Email: Joseph.Larkin@skadden.com Jason.Liberi@skadden.com - and - Lisa Laukitis, Esq. Shana A. Elberg, Esq. Elizabeth M. Downing, Esq. Angeline J. Hwang, Esq. One Manhattan West New York, New York 10001 Tel: (212) 735-3000 Email: Lisa.Laukitis@skadden.com Shana.Elberg@skadden.com Elizabeth.Downing@skadden.com Angeline.Hwang@skadden.com Debtors' Investment Banker: HOULIHAN LOKEY CAPITAL, INC. Debtors' Financial Advisor: ALIXPARTNERS, LLP Debtors' Claims & Noticing Agent: STRETTO, INC. Total Assets as of July 31, 2024: $501,117,025 Total Debts as of July 31, 2024: $416,298,035 The petitions were signed by Holly Etlin as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V6Z3UZI/LL_Flooring_Holdings_Inc__debke-24-11680__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Singapore Lioncore Intl Merchandise $7,216,295 Industries Pte L 6 Raffles Quay #14-06, Raffles Quay, SG 048580, Singapore Mr. Ding, Phone: +86 158 6113 5888 Email: ding@omivinyl.com 2. Ansen Technology Co., Ltd. Intl Merchandise $7,128,159 Khan Khansong, Si Racha Chonburi, 22 20230, Thailand Alex Tao, Phone: +86 180 1072 9888 Email: alextao@sendabamboo.com 3. Welspun Global Brands Intl Merchandise $2,233,852 Limited No-190 Village- Chandanvelly, Mandal- Shabad Ranga Reddy Telangana, 501503, India Samuel Thomas Phone: +1 423 326 5550 Email: thomass@welspunusa.com 4. Beasley Flooring Products Inc. Domestic $1,738,982 712 Uvalda Hwy Merchandise Hazlehurst, GA 31539 Truss Beasley Phone: +1 912 253 3513 Email: truss.beasley@beasleygroup.com 5. AHF Products Domestic $1,487,234 3840 Hempland Rd Merchandise Mountville, PA 17554 Justin Hypnarowski Phone: +1 717 449 0378 Email: justin.hypnarowski@ahfproducts.com 6. Google Inc Marketing $1,345,103 1600 Amphitheatre Parkway In Mountain View, CA 94043 Wilson Shaner Phone: +1 989 239 2168 Email: wilsonshaner@google.com 7. Timberland Holding Ltd Intl Merchandise $1,160,424 Rm. 1201-1202 Treasure Center, Kwun Tong, Kln 999077, Hong Kong Andy Liu Phone: +86 138 25224003 Email: andy@timberland.hk 8. United Surface Solutions LLC Domestic $1,102,101 1996 Highway 225 S, Merchandise Chatsworth, GA 30705 Eric Erickson Phone: +1 423 309 2520 Email: eerickson@unitedsurfaces.com 9. Zhejiang Yuhua Timber Co Ltd Intl Merchandise $1,083,315 No 38 Hengxing Rd Weitang St, Jiashan City Zhejiang Province Prc, 314100, China Eric Fan Phone: +86 158 0037 9978 Email: yuhuasales@foxmail.com 10. Greenview Floors Domestic $947,177 International Merchandise 201 Princeton Blvd, Adairsville, GA 30103 Angie Liu Phone: +1 770 324 9384 Email: angie.liu@greenviewfloors.com 11. Zhejiang Hailide Flooring Intl Merchandise $918,219 Co. Ltd. No 96 Haishi Road, Jianshan New Zon, Haining City, 130 314415, China Alston Shen Phone: +86 134 5629 9096 Email: sgh@halead.com 12. Mallfloor(M) Sdn Bhd Intl Merchandise $909,214 32400 Ayer Tawar, Lot 10967 Kampung Merbau, Per 10967, Malaysia Michael Liu Phone: +86 139 0153 5998 Email: michaelqiqi@vip.163.com 13. Zhejiang Gimig Technology Intl Merchandise $848,644 Co Ltd 699 Shengli Road, Nanxun Town, Nanx, Huzhou City, Zhejiang Province, 313009, China Cathy Ma Phone: +86 188 5722 0017 Email: mayinger@giant.cn 14. Framerica Domestic $779,508 2 Todd Court, Merchandise Yaphank, NY 11980 Josh Eichner Phone: +1 516 818 7631 Email: josh@framerica.com 15. Bois Bsl Inc Intl Merchandise $752,832 1081 Industrielle C.P. 4, Mont-Joli, QC G5H 3K8, Canada Jean Philippe Jacques Phone: +1 418 957 9444 Email: jean-philippe.jacques@boisbsl.com 16. Mullican Flooring LP Domestic $731,347 655 Woodlyn Rd. Merchandise Johnson City, TN 37604 Pat Oakley Phone: +1 423 794 1103 Email: poakley@mullicanflooring.com 17. American Hardwood Domestic $666,495 Industries LLC Merchandise 567 N Charlotte Avenue Waynesboro, VA 22980 Dan Cumbo Phone: +1 540 946 9150 Email: dcumbo@ahiwood.com 18. Wuxi Boda Bamboo & Wood Intl Merchandise $664,655 Industrial Taihua Industrial District A, Yixing, Jiangsu, 214235, China Maosong Jiang Phone: +86 1330 1532 188 Email: bodawang@yeah.net 19. KDF Co., Ltd Intl Merchandise $648,333 110-3 Sinbong-Gil, Yeongin- Myeon, Asan-Si Chungnam, 336-822, South Korea Young-il Kim Phone: +82 10 9195 2365 Email: terran012@naver.com 20. Bostik Inc. Domestic $640,808 11320 W. Watertown Plank Merchandise Road, Wauwatosa, WI 53226-3413 Robert Williams Phone: +1 203 666 9215 Email: robert.williams@bostik.com 21. Novalis Us Llc Domestic $618,996 200 Munakata Drive SE, Merchandise Dalton, GA 30721 John Wu Phone: +1 416 561 0203 Email: john.wu@novalis-intl.com 22. Pennwood Products, Inc. Domestic $598,743 102 Locust St Merchandise East Berlin, PA 17316 Kraig Coxon Phone: +1 717 873 7927 Email: kcoxon@pennwoodproducts.com 23. Macon Hardwood LLC Domestic $585,383 1900-A Northside Crossing Merchandise Macon, GA 31210 Justin Duke Phone: +1 478 405 2293 Email: justin@maconhardwood.com 24. Huali Group Us LLC Domestic $560,649 3937 Old Federal Rd. North Merchandise Chatsworth, GA 30705 Summer Turner Phone: +1 615 785 8126 Email: summer.turner@hualifloorsusa.com 25. Metrie Inc Domestic $528,331 9051 Gas House Pike, Merchandise Frederick, MD 21701 Mike O'Brien Phone: +1 410 423 2472 Email: mike.obrien@metrie.com 26. Triangulo Pisos E Paneis Intl Merchandise $518,443 Rua Chanceler Oswaldo Ara, Curitiba, PA 816301600, Brazil Murilo Granemann Phone: +1 757 474 5755 Email: murilo@triangulo.com.br 27. WW Flooring Group LLC Domestic $498,504 6417 Deer Rd, Merchandise Syracuse, NY 1320 Chantal Callahan Phone: +1 207 592 6444 Email: ccallahan@kennebeclumber.com 28. Kronospan Usa LLC Domestic $493,747 810 Technology Drive, Merchandise Barnwell, SC 29812 Kyle Brown Phone: +1 803 541 3489 Email: kyle.brown@swisskrono.com 29. Huzhou Kecheng Wood Co Ltd Intl Merchandise $481,235 Luohan Temple, Luohan Village, Huzhou City, 130 313011, China Chrissy Cai Phone: +86 139 1603 9617 Email: chrissycai2@gmail.com 30. Ovative Group LLC Marketing $466,598 729 N Washington Ave Floor 10, Minneapolis, MN 55401 Charlotte Ryan Email: charlotte.ryan@ovative.com Jon Schoessow Email: jon.schoessow@ovative.com LOGIX HOLDING: $250MM Bank Debt Trades at 24% Discount ------------------------------------------------------ Participations in a syndicated loan under which Logix Holding Co LLC is a borrower were trading in the secondary market around 75.8 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $250 millionTerm loan facility is scheduled to mature on December 23, 2024. The amount is fully drawn and outstanding. Logix Holding Company, LLC operates as a holding company. The Company, through its subsidiaries, provides wireline telecom services. Logix Holding serves customers in the United States. LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 21% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 79.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.63 billion Term loan facility is scheduled to mature on April 16, 2029. About $1.62 billion of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 23% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.63 billion Term loan facility is scheduled to mature on April 15, 2030. About $1.62 billion of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LUMEN TECHNOLOGIES: Drives $5 Bil. in New Business, Expands Network ------------------------------------------------------------------- Lumen Technologies announced that it has secured $5 billion in new business driven by major demand for connectivity fueled by AI. Large companies across industry sectors are seeking to secure fiber capacity quickly, as this resource becomes increasingly valuable and potentially limited, due to booming AI needs. In addition, Lumen is in active discussions with customers to secure another $7 billion in sales opportunities to meet the increased customer demand. To address this tremendous demand, which includes the recent Microsoft announcement, Lumen will more than double its intercity network miles over the next five years, while also providing access to a significant amount of installed dark fiber. In addition, Lumen has secured an agreement with Corning to be its preferred partner for its next-generation fiber-dense cable, which will help accommodate the increased data processing that AI requires. "The AI economy is changing business operations, and companies are recognizing they need powerful network infrastructure to manage the unprecedented data flows today and the demand in the future," said Kate Johnson, president and CEO, Lumen Technologies. "Our partners are turning to us because of our AI-ready infrastructure and expansive network. This is just the beginning of a significant opportunity for Lumen, one that will lead to one of the largest expansions of the internet ever." Lumen has created a new Custom Networks division to manage its portfolio of Private Connectivity FabricSM solutions and address additional interest from hyperscalers and other large organizations. The division will provide customized network solutions that include dark fiber, custom fiber routes, and digital services that securely connect companies' data centers to protect data and support AI-intensive workloads. Lumen may also operate and maintain the network as part of its services. About Lumen Technologies Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. -- www.lumen.com -- is a facilities-based technology and communications company that provides a broad array of integrated products and services to its domestic and global business customers and its domestic mass markets customers. The Company's platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access, and reduce costs, which allows its customers to rapidly evolve their IT programs to address dynamic changes. Lumen reported a net loss of $10.30 billion in 2023 following a net loss of $1.55 billion in 2022. * * * As reported by the TCR on April 11, 2024, S&P Global Ratings raised its issuer credit rating on U.S.-based telecommunications service provider Lumen Technologies Inc. to 'CCC+' from 'SD' (selective default). S&P said the 'CCC+' rating reflects ongoing secular industry pressures in Lumen's business and mass market segments. Lumen has made some progress improving top-line trends by selling new products from its digital platform, including network-as-a-service (Naas) and ExaSwitch. It is also building some momentum in the public sector. Also in April 2024, Moody's Ratings affirmed Lumen Technologies, Inc.'s Caa2 corporate family rating and Caa2-PD probability of default rating. Moody's said the CFR affirmation reflects Lumen's weak operating performance and Moody's continued concerns over the company's longer-term competitive position. MAGENTA BUYER: $3.18BB Bank Debt Trades at 52% Discount ------------------------------------------------------- Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 47.6 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $3.18 billion Term loan facility is scheduled to mature on July 27, 2028. The amount is fully drawn and outstanding. Magenta Buyer, LLC (McAfee) is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MARRIOTT VACATIONS: S&P Alters Outlook to Neg., Affirms 'BB-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB-' issuer credit rating on Marriott Vacations Worldwide Corp. (MVW). S&P said, "We also affirmed our 'BB+' issue-level rating and '1' recovery rating (90%-100%; rounded estimate: 95%) on its existing secured debt, as well as our 'B+' issue-level rating and '5' recovery rating (20%-30%; rounded estimate: 25%) on its unsecured debt. "The negative outlook reflects our forecast for S&P Global Ratings-adjusted debt to EBITDA of 6.0x-6.5x in 2024, driven by elevated loan loss provisioning, inclusive of the reserve taken in the second quarter and higher provisioning in the second half of 2024, decreased VPG, and a prolonged recovery at its Maui resorts. "The outlook revision to negative from stable reflects our expectation that loan loss provisions and a prolonged recovery at MVW's Maui properties will drive leverage above our 5.5x downside threshold, ending fiscal 2024 at 6.0x-6.5x. Elevated delinquencies and defaults within its timeshare loan portfolio led MVW to increase its loan loss reserve by $70 million in the second quarter of 2024, following a $57 million adjustment recorded in the third quarter of 2023. We expect consumers spent some of their excess savings and stimulus money during the COVID-19 pandemic on timeshare products. Now, as a result of multiple years of significant increases in association fees driven by elevated inflation, a weakening consumer spending environment, and increased economic uncertainty, defaults in the portfolio are rising. While we do not assume the company will have to make incremental reserve adjustments in our base case, we expect its provision as a percent of contract sales will remain elevated compared with historical levels through at least the second half of 2024 and potentially through 2025, which will negatively impact net sales growth. "Additionally, a prolonged recovery at the company's Maui properties has hurt its tour flow growth through the first half of 2024, and we expect close rate declines across its sales centers to lead to a larger drop in VPG than our previous forecast--we already expected VPG to decline as the company shifts its focus toward first-time buyers, who typically buy at lower price point. As a result, we expect the company's EBITDA margin to decline to approximately 16%-17% in 2024 and its captive-adjusted EBITDA to decline 5%-10% compared with 2023. "We believe MVW has a plausible path to reduce leverage in 2025.While its S&P Global Ratings-adjusted debt to EBITDA remains high compared with our 5.5x downgrade threshold at a 'BB-' rating, we expect it to come down in 2025. In our updated base case, we assume the company will not need to take another incremental loan loss provision through the end of 2025 but expect its quarterly provisioning will remain elevated as a percent of total contract sales at 12%-13%, compared with the 6%-9% provision it has maintained historically. "Additionally, we assume 2%-5% growth in tour flow and VPG as Maui continues its recovery and leisure travel growth remains slow. We also expect sales promotions to drive modestly higher closing efficiency and VPG growth in 2025. As a result, we forecast its captive-adjusted EBITDA margin will improve to 17.5%-18.5% in 2025, which is in line with 2023 but lower than its prepandemic margin in the low-20% area." Furthermore, on its second quarter earnings call management indicated its intention to repay corporate debt with cash flow in order to drive its measure of leverage back down to its net target of 3x by the end of 2025. S&P assumes the company will repay $100 million-$150 million annually in 2025 and 2026 with free operating cash flow and forecast the company will not make meaningful share repurchases or acquisitions until its leverage is back within its target range. Macroeconomic uncertainties remain a key downside risk. A rise in unemployment has led S&P Global Ratings economists to alter our expectations, now forecasting rate cuts beginning in September with a total of 125 basis points by year end 2025. However, despite a cooling labor market and slowing GDP growth, S&P does not believe the U.S. economy is headed toward a recession. While rate cuts could deliver labor market stability and stave off further declines in GDP growth, S&P does not expect MVW to benefit from a meaningful increase in contract sales given that interest rates on timeshare loans are untethered from the federal funds rate and are maintained at 11%-14%. Furthermore, if inflation begins to increase, MVW may be required to pass on incremental maintenance costs through its homeowners association (HOA) fees charged to timeshare owners, which could lead to higher delinquencies and sustain provisioning above the company's long-term levels. Additionally, the travel and lodging sector has been experiencing a modest pullback. As excess savings come down, consumers are spending less on leisure travel. Most rated publicly traded lodging companies downwardly revised their revenue per available room guidance, citing slower leisure demand. If consumers expect to spend less time vacationing over the next several years due to a weakening economy, the value proposition of a timeshare could be diminished in the near term and building new buyer pipelines will become more difficult. This could lead to a further decline in VPG, vacation ownership sales, and weaker-than-expected revenue and EBITDA for MVW. The negative outlook reflects S&P's forecast for S&P Global Ratings-adjusted debt to EBITDA of 6.0x-6.5x in 2024, driven by elevated loan loss provisioning, inclusive of the reserve taken in the second quarter and higher provisioning in the second half of 2024, decreased VPG, and a prolonged recovery at MVW's Maui resorts. S&P could lower the rating if: -- Travel demand declines and causes MVW to sustain captive-adjusted debt to EBITDA above 5.5x; -- Risk in the captive finance subsidiary rises enough to impair the parent's financial risk, which could occur if the captive sustains debt to equity above 5x or loan losses in the captive's portfolio increase materially. S&P said, "We could raise the rating if we expect MVW's S&P Global Ratings-adjusted leverage will remain under 4.5x, even when incorporating operating volatility over the economic cycle. To raise the rating, we would also want to ensure that its leverage would remain under our threshold while incorporating potential leveraging transactions and increased share repurchases." MASTER PRECISION: Thomas Richardson Named Successor Trustee ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Michigan authorized the appointment of Thomas Richardson as successor trustee in the Chapter 11 case of Master Precision Global, LLC. Mr. Richardson succeeded the late Thomas Bruinsma, the trustee initially appointed in the company's bankruptcy case. Mr. Richardson's appointment was made pursuant to paragraph 20.2 of the company's Chapter 11 plan of liquidation, which the bankruptcy court confirmed on July 1, 2014. In court papers, Mr. Richardson disclosed that he does not have an interest materially adverse to the company's estate, creditors and equity security holders. About Master Precision Global Master Precision Global, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 13-07943) on October 9, 2013, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge John T. Gregg presides over the case. Steven L. Rayman, Esq., at Rayman & Knight represents the Debtor as legal counsel. On July 1, 2014, the court confirmed the Debtor's Chapter 11 plan of liquidation. MAVERICK GAMING: $217.4MM Bank Debt Trades at 30% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Maverick Gaming LLC is a borrower were trading in the secondary market around 70.1 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $217.4 million Term loan facility is scheduled to mature on June 5, 2028. The amount is fully drawn and outstanding. Maverick Gaming LLC provides gaming, hospitality, and entertainment services. The Company offers slot machines, table games, and hotel rooms. Maverick Gaming serves customers in the United States. MIDWEST CHRISTIAN: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 13 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Midwest Christian Villages, Inc. and its affiliates. The committee members are: 1. Donald H. (Resident) Attn: Laura Castagna Kelly & Castagna, LLC 121 N Main ST. FL 3 Bloomington, IL 61701 (309) 820-0600 2. Select Rehabilitation, LLC Attn: Diane Walker and Kristin Roberts Walker Roberts, LLP 1401 Branding Avenue, Suite 310 Downers Grove, IL 60515 (312) 501-6438 3. Michael C. & Jacqueline B. Attn: Jaime Koziol Delaney Levin & Perconti 325 North LaSalle, Suite 300 Chicago, IL 60654 (312) 332-2872 4. Sentinel Technologies, Inc. Attn: Timothy Hill 2550 Warrenville Rd. Downers Grove, IL 60515 (630) 769-4175 5. Penny F. Attn: Jaime Koziol Delaney Levin & Perconti 325 North LaSalle, Suite 300 Chicago, IL 60654 (312) 332-2872 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Midwest Christian Villages Midwest Christian Villages Inc. is a St. Louis-based nonprofit that does business under the name Christian Horizons. It operates a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024. In its petition, Midwest Christian Villages listed assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Kathy Surratt-States oversees the cases. The Debtors tapped Stephen O'Brien, Esq., at Dentons US, LLP and Summers Compton Wells, LLC as bankruptcy counsels; B.C. Ziegler and Company as investment banker; and Plante Moran as auditor and tax consultant. Kurtzman Carson Consultants, LLC, doing business as Verita Global, is the claims and noticing agent. MPH ACQUISITION: $1.33BB Bank Debt Trades at 25% Discount --------------------------------------------------------- Participations in a syndicated loan under which MPH Acquisition Holdings LLC is a borrower were trading in the secondary market around 75.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.33 billion Term loan facility is scheduled to mature on September 1, 2028. About $1.29 billion of the loan is withdrawn and outstanding. MPH Acquisition Holdings LLC, doing business as MultiPlan, provides health care solutions. The Company offers payment integrity, network, and analytics-based solutions. MultiPlan serves customersin the United States. NCR VOYIX: Fitch Puts 'BB-' LongTerm IDR on Watch Positive ---------------------------------------------------------- Fitch Ratings has placed the 'BB-' Long-Term Issuer Default Ratings (IDRs) for NCR Voyix Corporation and certain subsidiary co-borrowers, as well as all issue-level ratings, on Rating Watch Positive. The Positive Watch reflects the potential positive credit implications from deleveraging following the announced divestiture of NCR Voyix's digital banking business and a shift to an outsourced manufacturing model. The current issue-level ratings for NCR Voyix's $500 million senior secured revolving credit facility and senior secured term loan are 'BB+'/'RR2' and its senior unsecured notes are currently rated 'BB-'/'RR4'. The credit facility includes two co-borrower subsidiaries, with full ratings outlined at the end of this release. Additionally, Fitch has downgraded the ratings on the company's convertible preferred stock to 'B+'/'RR5' from 'BB-'/'RR4'. The downgrade corrects an error in which Fitch previously considered the preferred stock as having the same ranking as the senior unsecured debt. The Watch could be resolved in the next year, once the divestiture is completed and the deployment of net proceeds is used to materially reduce debt outstanding and EBITDA gross leverage. Fitch would also look for evidence of solid underlying trends being sustained post these transformative corporate actions. Upon Watch resolution, the first-lien senior secured revolver and term loan recovery rating could be revised if the company terminates its A/R facility. Key Rating Drivers Positive Credit Implications from Corporate Actions: NCR Voyix could deleverage with proceeds from its digital banking business divestiture, with Fitch forecasting EBITDA leverage in the mid-3.0x or lower range over the ratings horizon. The company's lower leverage is offset to some extent by reduced business diversification following the separation. This is particularly notable given that the company meaningfully shrunk its business in October 2023 with the spin-off of its ATM operations. Despite less diversification without digital banking and the sizable and cash generative ATM business (NCR Atleos Corp.), its remaining businesses have solid market presences in retail and restaurants and should experience revenue and earnings growth over time. Voyix will still have material scale with revenue projected in the low-$2.0 billion range and EBITDA in the mid-$400 million range, per Fitch's estimate. Solid but Less Diversified Market Position: Pro forma for the digital banking divestiture, Voyix now includes NCR's former retail and restaurants segments. Fitch believes NCR holds solid positioning in each of these businesses, particularly in retail where it is a market leader in self-checkout hardware and software and has a strong presence in restaurants with its Aloha software. Fitch estimates normalized FCF will be positive and in the low- to mid-single digits as a percentage of revenue over the ratings horizon, although one-time costs related to the divestiture and hardware model transition could impact cash flows in the near term. Modest Growth Expectations: Fitch expects Voyix's revenue could grow in the low- to mid-single digit percentage range over time, although the transactional nature of a large portion of its business will cause reported financials to be higher or lower than this in given periods. Its mix of transactional revenues will decline following the ODM transition in 2024. Secular drivers impacting its growth include increased card usage over cash and greater enterprise reliance on software-centric solutions. EBITDA and margins are likely to grow faster than revenue over time, largely due to cost reductions, the expected shift to an ODM hardware model and operating leverage on revenue growth. Improving Leverage: Fitch expects Voyix will use a majority of proceeds from the digital banking divestiture to reduce its gross debt outstanding, improving leverage despite the lower EBITDA base. Fitch calculates EBITDA leverage is high at low-5.0x as of June 2024 but could decrease to the mid-3.0x or lower range in 2024-2025 pro forma for debt paydown following the digital banking divestiture, or in the high-2.0x range on an EBITDA net leverage basis, which could position the company for a higher IDR. EBITDA leverage was in the 3.0x-4.0x range prior to the 2021 Cardtronics acquisition. Management guided net leverage to be approximately 2.0x following the announced transactions. CF Lower Post Separation: Voyix's FCF profile will be meaningfully lower in the near term post its digital banking divestiture and the 2023 ATM spin-off, or potentially less than $100 million per year in 2024 per Fitch's estimate including one-time expenses. FCF margins could be in the low- to mid-single digit percentage range over time. NCR historically generated solid FCF in the mid- to high-single digit range as a percentage of sales, but the ATM businesses were more profitable. NCR generated positive FCF in all except two years from 2007 to 2021, with 2012-2013 being negatively impacted by approximately $800 million of pension contributions (FCF was positive during these years adjusted for these items). Recurring Revenue: More than 57% of Voyix's revenue in 2023 was recurring, including products and services under contract where revenue is recognized over time. This recurring mix is materially lower than other companies Fitch rates in the payments and technology industries, at least partially owed to hardware sales, and is a consideration for the IDR. However, this will change with recurring becoming a higher mix upon the ODM transition. Management seeks to grow its recurring revenue mix over time, which Fitch believes will come via a combination of internal sales initiatives, growth in payment processing and incremental M&A. Competitive End Markets: Voyix has meaningful presence in its end markets, but competition is intense and fragmented in a number of areas. It has leading market share in retail point of sale (POS), restaurant software and self-checkout systems. This is evidenced by a marquee customer base that includes Starbucks, McDonald's, WholeFoods Market and Walmart, among others. However, it faces a range of competition from fintech providers, technology-focused disruptors and others that could limit growth over time. Derivation Summary Fitch's ratings and Outlook for NCR Voyix are supported by the company's market position across its business, diversification of end markets, history of positive FCF generation and manageable leverage for the rating category. NCR Voyix does not have any direct rating peers within Fitch's coverage that compete across all of its segments given the diverse nature of its end markets, but Fitch assesses the rating relative to other payment and technology companies that provide a range of similar software, hardware and service offerings. Relative to Block, Inc. (BB+/Positive), the company is materially smaller, has a weaker growth profile and higher leverage. While not an industry peer, NCR Atleos Corp. (BB-/Stable) has slightly larger scale, but similar leverage and projected FCF profile. Unlike other companies Fitch rates in the fintech space, Voyix's exposure to payments processing is minimal and the company derives most of its revenue and profitability from software, hardware and services. It operates a meaningfully lower margin business than other Fitch-rated fintech peers due to a higher mix of hardware and services. Relative to other technology hardware and software providers rated by Fitch, the company has smaller scale, lower margins and less FCF generation. Fitch believes the 'BB-' IDR fairly captures the risk profile relative to other companies in Fitch's rated technology and services ratings universe. Key Assumptions - Organic revenue growth in the low- to mid-single digit range in the next few years, with revenue declines expected in 2024 due to weaker end-market demand in retail and restaurants and hardware transition to ODM model; - EBITDA margins increase to 20%+ in the next few years, helped by a shift away from hardware and a higher mix of software and services revenue; - Capex near 6% of revenue; - Fitch estimates the digital banking divestiture is completed at beginning of 2025 (management guided to be completed by YE 2024); - EBITDA leverage declines to near 3.0x, with debt reduced with proceeds from the digital banking divestiture; - Floating rate debt assumes SOFR declines to 4% range over the ratings horizon. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - EBITDA leverage sustained at/below 3.5x; - EBITDA margins sustained at high-teens percentage or above. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Fitch could stabilize the IDRs should the divestiture and related debt reduction not occur as outlined; - EBITDA leverage sustained at/above 4.0x; - FCF margins expected to be sustained near 1.0% or below, or below historical levels; - Competitive and/or structural changes to industry that pressure revenue, EBITDA and/or FCF. Liquidity and Debt Structure Stable Liquidity: Fitch expects Voyix's liquidity to be stable in the near term and should support its operations, growth and M&A strategy in the coming years. Liquidity is supported by: (i) $204 million of cash and equivalents at June 2024, (ii) a $500 million senior secured revolver, (iii) positive FCF generation, with FCF margins that Fitch estimates could be in the low- to mid-single digit percentage range in the next few years, and (iv) up to $300 million of capacity under its A/R securitization facility. The A/R facility is expected to be repaid and terminated in conjunction with the announced corporate actions. FCF could be negatively impacted in 2024-2025 by the digital banking divestiture, ODM transition and incremental corporate costs from spinning off its ATM operations in October 2023. Debt Profile: NCR Voyix's debt structure includes $193 million of senior secured term loans, a $500 million multi-currency, senior secured revolving credit facility (partially drawn at June 2024) and $2.3 billion of senior unsecured notes. The majority of Voyix's debt is fixed rate, including various senior unsecured notes issuances. Fitch calculates gross debt was $3.2 billion at June 2024, including $276 million of series A convertible preferred stock outstanding, which Fitch considers to be debt as per Fitch's "Corporate Hybrids Criteria," and a $300 million trade receivable facility treated as debt of the issuer under Fitch's criteria. Issuer Profile NCR Voyix Corporation (known as NCR Corp. prior to October 2023) operates as a software, services and hardware enterprise solutions provider, with products targeted at the banking, restaurant and hospitality sectors. Its offerings include software, hardware and payment solutions for retail and hospitality customers and digital banking solutions for financial institutions. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- NCR Voyix Corporation LT IDR BB- Rating Watch On BB- senior unsecured LT BB- Rating Watch On RR4 BB- preferred LT B+ Downgrade RR5 BB- senior secured LT BB+ Rating Watch On RR2 BB+ NCR Limited LT IDR BB- Rating Watch On BB- senior secured LT BB+ Rating Watch On RR2 BB+ NCR Nederland B.V. LT IDR BB- Rating Watch On BB- senior secured LT BB+ Rating Watch On RR2 BB+ NEKTAR THERAPEUTICS: Incurs $52.4M Net Loss in Second Quarter ------------------------------------------------------------- Nektar Therapeutics filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $52.36 million on $23.49 million of total revenue for the three months ended June 30, 2024, compared to a net loss of $51.12 million on $20.50 million of total revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $89.17 million on $45.13 million of total revenue, compared to a net loss of $188.14 million on $42.09 million of total revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $343.33 million in total assets, $263.65 million in total liabilities, and $79.69 million in total stockholders' equity. Cash and investments in marketable securities at June 30, 2024 were $290.6 million as compared to $329.4 million at Dec. 31, 2023. Nektar's cash and marketable securities are expected to support strategic development activities and operations into the third quarter of 2026. Nektar stated, "We have no credit facility or any other sources of committed capital. The availability and terms of various financing alternatives, if required in the future, substantially depend on many factors including the success or failure of drug development programs in our pipeline. The availability and terms of financing alternatives and any future significant payments from existing or new collaborations depend on the positive outcome of ongoing or planned clinical studies, whether we or our partners are successful in obtaining regulatory authority approvals in major markets, and if approved, the commercial success of these drugs, as well as general capital market conditions. We may pursue various financing alternatives to fund the expansion of our business as appropriate." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000906709/000095017024094231/nktr-20240630.htm About Nektar Therapeutics Headquartered in headquartered in San Francisco, California, Nektar Therapeutics -- http://www.nektar.com-- Nektar Therapeutics is a clinical stage, research-based drug discovery biopharmaceutical company focused on discovering and developing innovative medicines in the field of immunotherapy. Within this growing field, the Company directs its efforts toward creating new immunomodulatory agents that selectively induce, amplify, attenuate or prevent immune responses in order to achieve desired therapeutic outcomes. The Company applies its deep understanding of immunology and unparalleled expertise in polymer chemistry to create innovative drug candidates and use its drug development expertise to advance these molecules through preclinical and clinical development. The Company's pipeline of clinical-stage and preclinical-stage immunomodulatory agents targets the treatment of autoimmune diseases (e.g. rezpegaldesleukin and NKTR-0165, respectively) and cancer (e.g. NKTR-255). The Company continues to make significant investments in building and advancing its pipeline of drug candidates as the Company believes that this is the best strategy to build long-term shareholder value. Nektar Therapeutics reported a net loss of $276.06 million in 2023, a net loss of $368.20 million in 2022, a net loss of $523.84 million in 2021, a net loss of $444.44 million in 2020, and a net loss of $440.67 million in 2019. NOBLE FINANCE II: Moody's Rates New Add-on Unsecured Notes 'B1' --------------------------------------------------------------- Moody's Ratings assigned a B1 rating to Noble Finance II LLC's proposed new add-on senior unsecured notes due 2030. Noble's Ba3 Corporate Family Rating and stable outlook were unchanged. Noble is a wholly owned subsidiary of Noble Corporation plc (unrated). Net proceeds from the add-on notes will be used to fund the cash portion of the purchase price involving the $2 billion acquisition of Diamond Offshore Drilling, Inc. (Diamond, B2 ratings under review for upgrade), and for general corporate purposes. "This incremental debt was expected in Moody's affirmation of Noble's ratings following its agreement to acquire Diamond in June 2024," said Sajjad Alam, a Moody's Ratings Vice President. RATINGS RATIONALE The proposed add-on notes will rank equally in right of payment with Noble's existing 8% senior unsecured notes, will be issued under the same indenture, and have identical terms and maturity dates. Noble's senior unsecured notes are rated B1, one notch below the Ba3 CFR, given the significant size of the $550 million revolving credit facility, which has a first-lien claim over Noble's assets. Moody's note that this add-on offering is not contingent on the Diamond acquisition getting consummated, and if the acquisition gets terminated, Noble could use the debt proceeds for general corporate purposes, including share repurchases. Noble's Ba3 CFR is supported by its large scale in the offshore drilling industry, increasing but still moderate financial leverage following the pending Diamond acquisition; high-quality rig fleet, strong backlog, and strong operating track record. The Diamond acquisition will further enhance the company's scale, geographic reach, deepwater presence, and customer and cash flow diversification. Despite the sharp increase in debts levels and financial leverage from the contemplated acquisition, Moody's expect the company to remain committed to its stated conservative financial policies, including holding net leverage around 1x, maintaining at least $600 million of total liquidity and managing shareholder distributions and future growth prudently. The credit profile is restrained by the Noble's re-contracting risks and limited revenue visibility beyond 2025, the highly cyclical nature of offshore upstream capital spending, and its indirect exposure to volatile oil and gas prices. Noble also has a significant shareholder distribution program increasing quarterly dividends by 25% recently to $0.50 per share. Additionally, oil and gas prices need to stay above mid-cycle levels for the company to successfully recontract and consistently deliver free cash flow beyond 2025. Noble should have good liquidity through 2025, which is captured in the SGL-2 rating. The debt proceeds will provide Noble the necessary cash to close the Diamond acquisition, which is expected close in the first quarter of 2025. As of June 30, 2024, the company had $163 million in cash and $492 million available under a committed $550 million revolving credit facility. Moody's expect the company to generate significant free cash flow through 2025 after covering its capital expenditures and base dividends. Any excess free cash flow will likely be distributed out to shareholders after holding a comfortable cash balance to address working capital needs. Noble's stable outlook assumes that the Diamond acquisition will close according to management's plans and the company will maintain good liquidity. In the unlikely event the Diamond acquisition does not close and the company ends up with a substantially higher amount of debt, it could have a potentially negative impact on ratings or the outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade could be considered if Noble can successfully integrate Diamond's assets and maintain conservative financial policies, including sustaining gross debt/EBITDA below 1x and generating strong free cash flow after sufficiently reinvesting in the business and funding shareholder distributions. For an upgrade, the company will also have to maintain high fleet utilization and a strong backlog in a supportive industry environment. The CFR could be downgraded if earnings and backlog decline materially, the company generates negative free cash flow or the debt/EBITDA ratio rises above 2x. Any materially leveraging acquisition or shareholder distribution could also trigger a downgrade. Noble Finance II LLC is a wholly-owned indirect subsidiary of Noble Corporation plc, which is based in the UK, publicly traded, and is one of the world's largest providers of offshore contract drilling services to the oil and gas industry. The principal methodology used in this rating was Oilfield Services published in January 2023. NORTHWEST BIOTHERAPEUTICS: Incurs $17.9M Net Loss in 2nd Quarter ---------------------------------------------------------------- Northwest Biotherapeutics, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $17.87 million on $510,000 of total revenues for the three months ended June 30, 2024, compared to a net loss of $14.45 million on $201,000 of total revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $36.18 million on $794,000 of total revenues, compared to a net loss of $25.10 million on $1.08 million of total revenues for the six months ended June 30, 2023. As of June 30, 2024, the Company had $28.23 million in total assets, $85.97 million in total liabilities, $18.75 million in mezzanine equity, and a total stockholders' deficit of $76.50 million. The Company has incurred annual net operating losses since its inception. The Company had a net loss for the six months ended June 30, 2024. The Company used approximately $28.6 million of cash in its operating activities during the six months ended June 30, 2024. Northwest stated, "The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to research and development ("R&D") and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company's existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all. "Because of recurring operating losses and operating cash flow deficits, there is substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of this filing." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1072379/000141057824001278/nwbo-20240630x10q.htm About Northwest Biotherapeutics Northwest Biotherapeutics, Inc., is a biotechnology company focused on developing personalized immune therapies for cancer. The Company has developed a platform technology, DCVax, which uses activated dendritic cells to mobilize a patient's own immune system to attack their cancer. Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 5, 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. OMNIQ CORP: New AI Parking Solution to Drive Revenue Growth ----------------------------------------------------------- OMNIQ Corp. announced the deployment of its advanced AI-based parking control solution, PERCS (TM), integrated with WPS Parking Solutions and Citywide Solutions, Inc., at a prominent medical center in Ohio. This strategic implementation will create ongoing SaaS and revenue share streams of income for omniQ® and underscores The Company's commitment to enhancing operational efficiency and security in critical healthcare environments. The newly deployed AI-Based access control solution provides the medical center with a comprehensive system for managing parking assignments. The system enables the medical center to allocate specific parking areas based on the type of parking pass issued, ensuring that access is restricted to authorized personnel only. Key Features of the AI-Based Parking Control Solution: * Customized Parking Assignments: The system allows the medical center to give specific parking assignments to registered parkers, granting access to designated areas while restricting access to unauthorized zones. * Customer-Facing Portal: Users can register their vehicles, make changes, and receive warnings and notifications through an intuitive online portal, enhancing user experience and convenience. * Cloud-Based Management: The solution is cloud-based, allowing for centralized management and updates across multiple locations nationwide. * Enhanced Security Measures: PERCS includes standard features such as multiple hot lists and allow lists, ensuring robust security and efficient parking management. Shai Lustgarten, CEO of OMNIQ, commented, "Our partnerships have enabled us to add significant functionality to our AI machine vision solution, creating even more value for our customers. This collaboration not only enhances the user experience but also expands the possible use cases for our product." About Omniq omniQ Corporation -- www.omniq.com -- is a provider of state-of-the-art computerized and machine vision image processing technologies, anchored in its proprietary and patented artificial intelligence innovations. The Company's extensive range of services spans advanced data collection systems, real-time surveillance, and monitoring capabilities catered to various sectors, including supply chain management, homeland security, public safety, as well as traffic and parking management. These innovative solutions are strategically designed to secure and optimize the movement of individuals, assets, and information across essential infrastructures such as airports, warehouses, and national borders. The Company serves a broad spectrum of clients, including government agencies and esteemed Fortune 500 corporations across several industries -- manufacturing, retail, healthcare, distribution, transportation, logistics, food and beverage, and the oil, gas, and chemical sectors. Omniq reported a net loss of $29.43 million for the year ended Dec. 31, 2023, compared to a net loss of $13.61 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $38.86 million in total assets, $75.39 million in total liabilities, and a total stockholders' deficit of $36.53 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a deficit in stockholders' equity and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. ONCOCYTE CORP: Incurs $4.53 Million Net Loss in Second Quarter -------------------------------------------------------------- Oncocyte Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.53 million on $104,000 of net revenue for the three months ended June 30, 2024, compared to a net loss of $8.33 million on $463,000 of net revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $13.66 million on $280,000 of net revenue, compared to a net loss of $5.30 million on $760,000 of net revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $74.72 million in total assets, $52.02 million in total liabilities, and $22.70 million in total shareholders' equity. Oncocyte stated, "Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the consolidated financial statements are issued. Management intends to complete additional equity financings while maintaining reduced spending levels. However, due to several factors, including those outside management's control, there can be no assurance that we will be able to complete additional equity financings. If we are unable to complete additional financings, management's plans include further reducing or delaying operating expenses. We have concluded the likelihood that our plan to successfully obtain sufficient funding from one or more of these sources or adequately reduce expenditures, while reasonably possible, is less than probable. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1642380/000149315224030793/form10-q.htm About Oncocyte Corp. Irvine, Calif.-based Oncocyte Corporation is a molecular diagnostics technology company. The Company's tests are designed to help provide clarity and confidence to physicians and their patients. VitaGraft is a clinical blood-based solid organ transplantation monitoring test. GraftAssure is a research use only (RUO) blood-based solid organ transplantation monitoring test. DetermaIO is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies. DetermaCNI is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients. Costa Mesa, CA-based Marcum LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has incurred operating losses and negative cash flows since inception 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. ONCOCYTE CORP: Signs $7.50M Sales Agreement With Needham & Company ------------------------------------------------------------------ Oncocyte Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Aug. 9, 2024, it entered into a sales agreement with Needham & Company, LLC, pursuant to which the Company may offer and sell from time to time up to an aggregate of $7,500,000 of shares of the Company's common stock, no par value per share, through the Sales Agent. The Placement Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-281159), which was filed with the Securities and Exchange Commission on Aug. 1, 2024 and declared effective by the SEC on Aug. 7, 2024, the base prospectus contained within the Registration Statement, and a prospectus supplement dated Aug. 9, 2024. Sales of the Placement Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the Securities Act. The Sales Agent will act as sales agent and will use commercially reasonable efforts to sell, on the Company's behalf, all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, the terms of the Sales Agreement, and applicable law and regulations. The Company may also sell Placement Shares to the Sales Agent as principal in negotiated transactions. The Company has no obligation to sell any Placement Shares, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes. The Sales Agreement will terminate, and offer and sale of the Placement Shares pursuant to the Sales Agreement will cease, upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by the Sales Agent or the Company pursuant to the terms thereof. The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act. Under the terms of the Sales Agreement, the Company will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of Placement Shares sold through it under the Sales Agreement. In addition, the Company has agreed to pay certain expenses incurred by the Sales Agent in connection with the offering. In connection with the foregoing, the Company delivered written notice to BTIG, LLC that it is terminating the At-The-Market Sales Agreement entered into between the Company and BTIG, LLC dated June 11, 2021. In connection with the Prior Sales Agreement, the Company filed a prospectus supplement with the SEC that covered the sale of At The Market placement shares to be sold under the Prior Sales Agreement in an aggregate amount of $50,000,000. Upon termination of the Prior Sales Agreement, the Company will not make any additional offers or sales of placement shares pursuant to the Prior Sales Agreement. Accordingly, the Prior Program has been terminated. About Oncocyte Corp. Irvine, Calif.-based Oncocyte Corporation is a molecular diagnostics technology company. The Company's tests are designed to help provide clarity and confidence to physicians and their patients. VitaGraft is a clinical blood-based solid organ transplantation monitoring test. GraftAssure is a research use only (RUO) blood-based solid organ transplantation monitoring test. DetermaIO is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies. DetermaCNI is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients. Costa Mesa, CA-based Marcum LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has incurred operating losses and negative cash flows since inception 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. OPTIQUS VISION: Hires Almeida & Davila P.S.C as Counsel ------------------------------------------------------- Optiqus Vision Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Almeida & Davila, P.S.C. to handle its Chapter 11 case. The firm will be paid at these rates: Enrique M. Almeida Bernal, Esq. $200 per hour Zelma Dávila Carrasquillo, Esq. $200 per hour Madeleine Llovet, Esq. $200 per hour Associate attorneys $100 per hour Paralegals $100 per hour The firm will be paid a retainer in the amount of $ $8,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Enrique M. Almeida Bernal, Esq., a partner at Almeida & Dávila, P.S.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: Enrique M. Almeida Bernal, Esq. Almeida & Davila, P.S.C. 221 Ponce de Leon Avenue Suite 1001, San Juan, PR 00918 Tel: (787) 722-2500 Fax: (787) 777-1376 About Optiqus Vision Inc. Optiqus Vision Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 24-02986) on July 18, 2024. The Debtor hires Almeida & Davila, P.S.C. as counsel. ORCHID MERGER: $400MM Bank Debt Trades at 36% Discount ------------------------------------------------------ Participations in a syndicated loan under which Orchid Merger Sub II LLC is a borrower were trading in the secondary market around 64 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $400 million Term loan facility is scheduled to mature on July 27, 2027. About $279.6 million of the loan is withdrawn and outstanding. Orchid Merger Sub II LLC provides technology services (IT services). OUTSOURCING SOLUTIONS: Hires Michael L. Previto as Attorney ----------------------------------------------------------- Outsourcing Solutions Tax and Accounting, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Michael L. Previto as attorney. The firm will provide these services: a. advise the Debtor with respect to his powers and duties as a Debtor in Possession in the operation and management of financial reorganization of the estate; b. attend meeting and negotiates with creditors and their representatives, Trustee and others; c. take all actions to protect the Debtor's estate, including litigating on the Debtor's behalf and negotiating where applicable; d. prepare all motions, applications, answers, orders, reports, and papers necessary for the administration of the estate; e. assist and represent the Debtor in obtaining Debtor's financing, if applicable; f. prepare a Chapter 11 plan or plans and disclosure statement and take any action to obtain confirmation of that plan; g. represent the Debtor's interest in any sale of property or assets; h. appear in Court to protect his interests; and i. perform all other legal services and provide such advice as is necessary to assist Debtor in this endeavour. The firm will be paid at 250 per hour. The firm will be paid a retainer in the amount of $6,100. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael L. Previto, 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: Michael L. Previto 150 Motor Parkway, Suite 401 Hauppauge, NY 11788 Tel: (631) 379-0837 About Outsourcing Solutions Tax and Accounting, Inc. Outsourcing Solutions Tax and Accounting, Inc sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-72618) on July 5, 2024, listing under $1 million on both assets and liabilities. Michael L Previto, Esq. represents the Debtor as counsel. PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 48% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Packers Holdings LLC is a borrower were trading in the secondary market around 52.2 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.24 billion Term loan facility is scheduled to mature on March 9, 2028. About $1.20 billion of the loan is withdrawn and outstanding. Packers Holdings, LLC, known as PSSI, founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the U.S. and Canada. PATHWAY VET: $1.27BB Bank Debt Trades at 20% Discount ----------------------------------------------------- Participations in a syndicated loan under which Pathway Vet Alliance LLC is a borrower were trading in the secondary market around 80.5 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.27 billion Term loan facility is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Headquartered in Austin, Texas Pathway Vet Alliance, LLC is a national veterinary hospital consolidator, offering a full range of medical products and services, and operating over 280 general, specialty and emergency practice locations, 88 THRIVE Affordable Vet Care locations, and the Management Services Organization, Veterinary Growth Partners, which supports over 5,500 affiliated and unaffiliated member hospitals, throughout the United Sates. PCP GROUP: Appointment of Examiner Sought ----------------------------------------- Valley National Bank, a secured creditor of PCP Group, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a motion to appoint an examiner in the company's Chapter 11 case to investigate the operations, financial affairs, and disposition of assets. Valley National Bank claims that appointment of an examiner is required in the instant matter upon application by a creditor because PCP Group has over $5 million in fixed, liquidated, and unsecured debts other than debts for goods, services, or taxes, or owing to an insider. The bank explains that because the amount of the company's unsecured claims appears to potentially exceed the $5 million threshold, appointment of an examiner should be required under Section 1104(c)(2) of the Bankruptcy Code. Valley National Bank asserts that an examiner is appropriate in this case given the (a) the lack of transparency as to PCP Group's, operational and financial management; (b) the substantial amount of claims; (c) the limited disclosures and information contained in the company's schedules; (d) the lack of timely compliance with the requirements of the Bankruptcy Code and U.S. Trustee guidelines; and (e) the lack of information concerning the company's affiliate filing. Further, given that the court has expressed concern over such issues and the potential unauthorized use of cash collateral, Valley National Bank submits that appointment of an examiner would address and potentially alleviate those concerns without causing potential interruption in the company's on-going business. Attorney for Valley National Bank: McGlinchey Stafford Edmund S. Whitson, III, Esq. 100 South Ashley Street, Suite 600 Tampa, Florida 33602 Telephone (813) 310-0733 Facsimile (904) 212-1784 About PCP Group PCP Group LLC, a company in Clearwater, Fla., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-42448) on June 10, 2024, with up to $50,000 in assets and up to $50 million in liabilities. John S. Haskell, chairman and chief executive officer, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Brian J. Hufnagel, Esq., at Morrison Tenenbaum, PLLC. PERMIAN RESOURCES: Fitch Hikes LongTerm IDR to BB+, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has upgraded the Long-Term Issuer Default Ratings (IDRs) of Permian Resources Corporation and Permian Resources Operating, LLC (collectively PR) to 'BB+' from 'BB'. Fitch has also upgraded Permian Resources Operating, LLC's senior unsecured notes ratings to 'BB+'/'RR4' from 'BB'/'RR4' and affirmed the company's reserve-based lending credit facility (RBL) at 'BBB-'/'RR1'. The Rating Outlook is Stable. PR's upgrade and 'BB+' ratings reflect its successful integration of Earthstone, including realization of operational synergies and efficiencies. The ratings also reflect management's track record of accretive, credit-friendly M&A funding, the company's large, high-quality Permian footprint, strong forecast FCF, sub-1.5x leverage metrics and ample liquidity. These factors are partially offset by management's relatively short track record of operating the business at its current scale. Key Rating Drivers Rapid, Credit-Accretive Growth: PR's ratings reflect the company's meaningful increases in size and scale via recent credit-accretive mergers. The company has increased its production size more than threefold from 99 Mboepd in 2022 to 339 Mboepd in 2Q24, which support the upgrade and the credit profile. A continued track record of operational excellence at the company's current scale while maintaining conservative financial policies could lead to future positive rating actions. Conservative Capital Structure Strategy: PR's accretive and credit-friendly M&A funding of its recent transactions supports the upgrade and should allow for maintenance of sub-1.5x mid-cycle EBITDA leverage. PR has a strong track record of equity-funded deals, including its Earthstone acquisition (100% equity) and the Centennial/Colgate merger (80% equity). The company's recently acquired Occidental Petroleum Delaware (OXY) basin assets were also funded with around 50% equity. Management's commitment to conservative funding contrasts with some 'BB' category peers who have shifted to mostly debt-funded, leveraging M&A transactions. Earthstone Integration Complete; Strong Synergies: PR's integration of its Earthstone Energy acquisition is complete and synergy capture was completed ahead of schedule, which Fitch views favorably as it has reduced costs and increased profitability. As of May 1, 2024, PR is no longer utilizing any Earthstone drilling rigs or completion crews and increased its previously stated $175 million synergy target to $225 million. In 2Q24, PR reduced drilling and completion costs per foot by around 13% compared to 2023 due to operational efficiencies and decreased controllable cash costs by 8% quarter-over-quarter. The company also realized workover, compressor and midstream optimizations that led to an approximately $1/boe improvement in cash margins. All of these achievements support the ratings upgrade. High-Quality Permian Footprint: Fitch views PR's asset profile favorably given its sizable, low-cost acreage position and reserve base focused primarily in the Delaware Basin. Pro forma the announced OXY acquisition, PR will be producing around 335 Mboepd, holds around 450,000 net acres in the Permian and maintains approximately 15 years of high-quality inventory life. The company also has one of the lowest controllable cash costs positions and per-foot drilling and completion costs among Permian producers following synergy and efficiency realizations from the Earthstone deal. Although the company lacks basin diversification, Fitch believes the company's scale and asset quality are consistent with Fitch's IG E&P thresholds and in-line with certain investment-grade peers. Delaware-Focused Drilling Program; Strong FCF: Fitch believes management's 12-rig, Delaware-focused drilling program should facilitate continued drilling and completion efficiencies and generate strong FCF through the medium term. Management expects to allocate nearly 90% of its capital toward high rate-of-return projects in the Delaware basin while maintaining one rig in the Midland Basin. Fitch estimates 2024 capex of approximately $2.1 billion and forecasts relatively flat production at around 335 Mboepd. This translates to approximately $1.2 billion and over $900 million of pre-dividend FCF in 2024 and 2025 at Fitch's $75/bbl and $65/bbl WTI oil price assumptions, respectively. Balanced Shareholder Returns: Management remains committed to returning at least 50% of its post-base dividend FCF to shareholders via variable dividends and share repurchases. The company's current quarterly base dividend is $0.06/share, and Fitch expects sustainable dividend growth over the medium to long term. Fitch believes the capital allocation program is supported by the company's low-cost asset base, rolling hedge program and strong FCF profile while also providing flexibility to further strengthen the balance sheet over time. Adequate Hedge Profile: Fitch believes PR's rolling hedge program provides adequate downside protection for the company and the fixed dividend. The company is currently hedging approximately 30% of its oil production at approximately $75/bbl WTI in addition to approximately 20% of natural gas production in 2H24. Oil hedging remains relatively flat in 2025 with 43 Mbopd hedged at a weighted-average price of around $73/bbl. Fitch expects management will maintain a rolling oil hedge coverage of approximately 30% for any given next 12-month period with incremental natural gas and basis hedges. Derivation Summary PR's 2Q24 production of 339 Mboepd (45% oil) compares similarly to Civitas Resources, Inc. (BB+/Stable; 343 Mboepd), is larger than Murphy Oil Corporation (BB+/Positive; 177 Mboepd as of 1Q24) but trails IG peers APA Corporation (BBB-/Stable; 473 Mboepd as of 2Q24) and Marathon Oil (BBB-/RWP; 405 Mboepd at 1Q24). The company's unhedged cash netbacks also compare similarly to Civitas given both companies have similar oil mix and low-cost structures. Fitch forecasts 2024 EBITDA leverage of approximately 1.2x, which is consistent with Fitch's E&P peer group and could further improve following debt reduction. PR's capital structure is more conservative than Civitas, and the management team has demonstrated a commitment to credit-friendly M&A. In contrast, Civitas has executed large debt-funded M&A transactions in recent years, which has elevated leverage metrics. Key Assumptions - WTI oil prices of $75/bbl in 2024, $65/bbl in 2025, $60/bbl in 2026 and 2027 and $57/bbl thereafter; - Henry Hub prices of $2.50/mcf in 2024, $3.00/mcf in 2025 and 2026 and $2.75/mcf thereafter; - Average production of approximately 335 mboepd in 2024 with relatively flat growth thereafter; - Capex of $2.1 billion in 2024 with growth-linked spending thereafter; - Measured increases in the fixed dividend; - No material M&A activity. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued track record of operating the business at its current scale and production mix; - Sustained commitment to an investment-grade capital structure while maintaining conservative financial policies; - Maintenance of economic inventory, reserve life and netbacks; - Mid-cycle EBITDA leverage sustained below 2.0x. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to generate FCF and/or excessive RBL borrowings resulting in a deterioration of the liquidity profile; - Deviation from stated conservative financial and capital allocation policy; - Mid-cycle EBITDA leverage sustained above 2.5x. Liquidity and Debt Structure Strong Liquidity: As of June 30, 2024, PR had $48 million of cash on hand and $375 million outstanding on the $2.5 billion RBL facility ($4.0 billion borrowing base). Fitch expects the RBL balance will be reduced to approximately $100 million via proceeds from the company's newly issued 6.25% notes due 2033, further improving the liquidity profile. PR also has a well-spread out maturity profile, which reduces refinance risks. Issuer Profile Permian Resources Corporation (PR) is a pure-play Permian basin operator around 450,000 net acres and is producing 339 Mboepd of oil-weighted production. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Permian Resources Operating, LLC LT IDR BB+ Upgrade BB senior unsecured LT BB+ Upgrade RR4 BB senior secured LT BBB- Affirmed RR1 BBB- Permian Resources Corporation LT IDR BB+ Upgrade BB PHYSICIAN PARTNERS: $600MM Bank Debt Trades at 29% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Physician Partners LLC is a borrower were trading in the secondary market around 70.9 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $600 million Term loan facility is scheduled to mature on December 22, 2028. The amount is fully drawn and outstanding. Physician Partners LLC (dba Better Health Group) is a value-based primary care physician group and managed service organization (MSO) network that services over 250,000 members, with over 1,000 providers and 111 owned centers. Private equity firm, Kinderhook Industries, is an investor in Better Health Midco, LLC with LTM revenue as of June 30, 2023 of approximately $1.1 billion. PIONEER HEALTH: Gets Court Okay for $450K Loan to Fund Ch.11 Sale ----------------------------------------------------------------- Vince Sullivan of Law360 reports that bankrupt clinic operator Pioneer Health Inc. received approval from a Delaware court to borrow $450,000 as it pursues a sale of its assets, but agreed to delay a hearing on a proposed Chapter 11 plan to give the company time to update the filings to reflect its new track. 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. POLAR US: $1.48BB Bank Debt Trades at 15% Discount -------------------------------------------------- Participations in a syndicated loan under which Polar US Borrower LLC is a borrower were trading in the secondary market around 84.9 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.48 billion Term loan facility is scheduled to mature on October 15, 2025. About $1.36 billion of the loan is withdrawn and outstanding. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. POST HOLDINGS: Moody's Rates Proposed Senior Unsecured Notes 'B2' ----------------------------------------------------------------- Moody's Ratings assigned a B2 rating to Post Holdings, Inc.'s proposed senior unsecured notes offering, which includes the expected issuance of $1,200 million senior unsecured notes due 2033. All other ratings are unchanged, consisting of the company's B1 Corporate Family Rating, B1-PD Probability of Default Rating, Ba1 senior secured debt ratings, and B2 senior unsecured debt ratings. The outlook is stable and there is no change to the company's SGL-1 speculative-grade liquidity rating. Proceeds from the offering will be used to repay the $300 million outstanding revolver balance, redeem up to $475 million of the outstanding 5.625% senior unsecured notes due 2028, cover transaction related fees and redemption premiums, and add approximately $400 million of cash to the balance sheet for general corporate purposes. The redemption of the 2028 unsecured notes will be executed through a tender offer. The company has the option to redeem the remaining principal of the 2028 notes at a reduced call price of 100.938% on the December 1, 2024 call date. The proposed financing transaction is credit positive because it will extend Post's maturity profile and further bolster the company's already very good liquidity as the $1.0 billion revolver will be fully undrawn once completed. The transaction also boosts the cash on the balance sheet to approximately $730 million pro forma June 30, 2024, providing liquidity and flexibility to pursue acquisition opportunities. While the transaction is net leverage neutral, gross debt/EBITDA is expected to rise slightly from 5.0x to 5.4x (on a Moody's adjusted basis) for the LTM period ended June 30, 2024. This is because a large portion of the proceeds are going to the balance sheet. As debt increases and as the interest rates on the new notes are likely to be slightly higher than those being redeemed, cash interest costs are anticipated to increase marginally. The transaction does not affect the company's existing ratings because leverage remains within Moody's expectations for the rating and Moody's expect the company to generate strong free cash flow of at least $350 million over the next 12 months. RATINGS RATIONALE Post's B1 CFR reflects the good free cash flow generated from a diversified portfolio of packaged food products and its aggressive financial policy including a growth-through-acquisitions strategy, comfort with high financial leverage, and large share repurchase program. Certain categories tend to be mature with some, such as cereal, experiencing modest long-term declines that create growth challenges for the firm and can lead to acquisition event risk as the company expands the portfolio. The acquisitive strategy and portfolio shifting creates some uncertainty about the asset base and thus the overall business risks. Share repurchases weaken the credit profile but are more discretionary than dividends. Post does not pay a dividend and the company can redirect free cash flow to repay debt and reduce leverage following acquisitions or periods of earnings weakness. The company's credit profile is supported by growing scale and good product diversity, solid brand equities in high margin product categories, strong free cash flow and very good liquidity. The free cash flow provides good reinvestment flexibility and the ability to repay debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The stable outlook reflects Moody's expectation that despite recent improvements, Post will continue to maintain high financial leverage over the next 2-3 years because of its growth by acquisition strategy and large share repurchase program. In the absence of acquisitions, Moody's expect debt/EBITDA leverage to be maintained at a low-to-mid 5x (on a Moody's adjusted basis) range over the next 12-18 months. Moody's project Post will generate more than $350 million of free cash flow over the next 12 months and maintain very good liquidity, and that following leveraged acquisitions, the company would apply free cash flow to debt repayment. A rating upgrade could occur if organic sales growth is good, the operating profit margin remains stable, free cash flow remains strong and the financial policy is consistent with sustaining debt/EBITDA below 5.5x. A rating downgrade could occur if operating performance deteriorates because of factors such as market share losses, pricing pressure or cost increases, debt/EBITDA is sustained above 6.5x, or if free cash flow or liquidity deteriorate. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Consumer Packaged Goods published in June 2022. COMPANY PROFILE Based in St. Louis, Missouri, Post Holdings manufactures, markets, and distributes branded and private label food products in categories including RTE cereal, retail and foodservice egg and potato products, and retail side dishes, sausage, cheese and other dairy and refrigerated products. The company also added a portfolio of branded and private label pet food products following the acquisition of a portion of The J.M. Smucker Company's ("Smucker") pet food business in April 2023. Some of the company's well-known brands include Honey Bunches of Oats, Pebbles, Weetabix, Alpen, Peter Pan, Papetti's, Abbotsford Farms, Egg Beaters, Simply Potatoes, Bob Evans, and Crystal Farms. Pet food brands include Rachael Ray Nutrish, Nature's Recipe, 9Lives, Kibbles 'n Bits and others. The company is publicly-traded under the ticker "POST". Revenue for the 12 months ended June 30, 2024 was $7.9 billion. PRECIPIO INC: David Eklund Holds 5.73% Equity Stake as of July 25 ----------------------------------------------------------------- David A. Eklund disclosed in a Schedule 14G Report that as of July 25, 2024, he beneficially owned, in the aggregate, 84,250 shares of Precipio, Inc.'s Common Stock, representing approximately 5.73% of the outstanding shares. The percentage is based on 1,469,540 shares outstanding as of May 9, 2024 as reported in Precipio's Quarterly Report on Form 10-Q filed on May 14, 2024. Mr. Eklund also disclosed in the SEC Report that: * 59,250 shares of the Common Stock beneficially owned by Mr. Eklund are held indirectly by DAJA Associates, LP. * 9,250 shares of Common Stock are held indirectly by the Jeanine Eklund 2012 Trust; and * 15,750 shares of Common Stock are held indirectly by Mr. Eklund and Jeanine Eklund JTWROS. Mr. Eklund controls all decisions with respect to the voting and disposition of the shares of Common Stock owned by each of Daja, the Trust and the JT Account. A full-text copy of Mr. Eklund's SEC Report is available at: https://tinyurl.com/55kmeyt9 About Precipio Omaha, Neb.-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents, and services. As of December 31, 2023, the Company had $18.1 million in total assets, $3.7 million in total liabilities, and $14.4 million in a total stockholders' equity. New Haven, Conn.-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRETIUM PKG: $1.25BB Bank Debt Trades at 19% Discount ----------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 81.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.25 billion Term loan facility is scheduled to mature on October 2, 2028. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PRETIUM PKG: $350MM Bank Debt Trades at 44% Discount ---------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 56.1 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $350 million Term loan facility is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PRIME HEALTHCARE: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Prime Healthcare Services, Inc.'s (PHSI) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook upon the company's announcement of a proposed debt refinancing and a significant acquisition. The affirmation reflects Fitch's expectation that rent-adjusted leverage will exceed the 4.0x-5.0x downgrade sensitivity range in 2024, but decline to well within it thereafter. Fitch has also affirmed the senior secured asset-based revolver due 2028 at 'BB'/'RR1' and has assigned a 'B'/'RR4' rating to the proposed combined $1.5 billion senior secured notes due 2029 and senior secured term loan due 2029. This reflects the lower recovery prospects of PHSI's expanded senior secured debt balance. Fitch also expects to withdraw the 'B+'/'RR3' rating on the senior secured notes due 2025 upon their expected redemption in August 2024. Key Rating Drivers Recovery from Labor Market Disruption: Fitch expects further labor cost reductions to help PHSI deleverage and restore operating margins to levels consistent with a 'B' IDR by YE 2024. Margins were pressured amid the pandemic-driven industry-wide downturn, when constrained labor supply made it difficult for hospitals to meet demand, despite absorbing outlier-level temporary labor costs. Labor market dynamics normalized in 2023, supporting an EBITDAR rebound. Fitch sees PHSI generating a double-digit EBITDAR margin for 2024 via more efficient use of temporary staffing, improved recruitment and retention of full-time labor, and by refining care models to improve labor productivity. PHSI also expects higher reimbursement from Medicaid supplemental payment programs and lower full-time employee wage supplements as the labor market returns to equilibrium. Cash Flow Can Be Volatile: Fitch expects PHSI to exhibit higher volatility in cash flow through the cycle than its for-profit peers due to its smaller scale, higher mix of ED care and lower operating margins. While demand for ED care is favorably acyclical, Fitch believes its skew toward Medicaid and Medicare, which reimburse ED care at rates below those paid by commercial health insurers, is likely to constrain PHSI's EBITDAR margin. PHSI's planned acquisition of eight low-single-digit margin hospitals from Ascension Illinois should expand its scale, but is likely to dilute operating margins in the near term. High Concentration Risk: PHSI has high concentration risk by geography (over 75% of 2023 revenue was generated in four states and over 40% in California alone), service lines (ED care accounted for over 85% of admissions), and exposure to Medicaid reimbursements, most notably California's Hospital Quality Assurance Fee program. PHSI should generate significant cash flow from the program, with increased funding boosting EBITDAR in 2024, but there is potential for Medicaid cuts if the economy weakens. That said, PHSI's above-average exposure to the Medicaid population could boost near-term earnings, as the 2023-2024 eligibility redetermination process has not translated into significant uninsured patient volume growth. Instead, providers have seen many former Medicaid patients return with superior coverage under subsidized Affordable Care Act insurance plans. Even a small portion of the Medicaid population gaining higher-rate exchange coverage is a positive for provider reimbursement. Conservative Financial Policy: Fitch expects rent-adjusted leverage to decline to nearly 5.5x by YE 2024, after dropping from a peak of 11.0x at YE 2022 to 7.0x at YE 2023, and to below 5.0x by YE 2025, declining within the range of 4.0x-4.5x thereafter (includes the incremental debt issued in the proposed refinancing). Fitch's leverage expectations are average relative to PHSI's for-profit peers. Fitch does not expect debt-funded acquisitions to cause rent-adjusted leverage to be sustained above 5.0x EBITDAR, which could cause the 'B' IDR to come under pressure. Growth via Acquisitions, Operational Improvements: PHSI has historically acquired and improved results at underperforming ED-focused hospitals (granted its 2020 purchase of St. Francis Medical Center in California and its just-announced eight-hospital acquisition mark its only deals since 2016). PHSI's quality-of-care statistics and cost reductions suggest its turnaround-oriented acquisition strategy has been successful, but it also entails execution risk and Fitch has limited visibility on how much case mix has improved due to appropriate billing changes rather than practices alleged in past litigation. Corporate Governance Risk: Privately held PHSI has a complex corporate structure and concentrated ownership, which can influence managerial judgment and board oversight. This can also complicate the evaluation of financial performance and the prudence of related-party transactions. PHSI has a history of litigation, paying $34 million in 2021 and $62 million in 2018 to settle DOJ False Claims Act charges, after resolving nearly a decade of litigation with Kaiser Permanente in 2015. There is also a risk PHSI may act to benefit its private owners upon a default to the detriment of creditor recoveries. Derivation Summary PHSI generates lower revenue and is more geographically concentrated relative to its for-profit peers, which increases potential volatility in EBITDAR and FCF. Its hospitals rely more on Medicaid ED cases and less on elective treatments for commercially insured patients. This provides some durability to revenue, but at a lower margin given Medicaid's lower payment rates and the lower acuity level of ED volumes. This is evident to an extent in PHSI's lower revenue and EBITDAR relative to the acute care operations of Universal Health Services, Inc. (UHS, BB+/Stable), despite a comparable number of hospitals and beds. However, Fitch also expects UHS's hospitals generate more revenue due to higher census and occupancy levels. PHSI has offset some of these risks by operating with EBITDAR leverage in the middle of the range of its publicly-traded health system peers. UHS and Tenet Healthcare Corporation (B+/Positive) have recently maintained EBITDA Leverage of 2.0x-3.0x and 4.5x-5.5x, respectively, while Community Health Systems, Inc. (CCC+) is leveraged in the high single digits. PHSI has higher group transparency and governance risks than its for-profit peers due to concentrated private ownership and extensive relationships with related parties, including Prime Healthcare Foundation (CA) (PHF, BBB+/Stable), to which it has donated eight hospitals and for which it manages 13 in exchange for fees. While there is some operational overlap between PHSI and PHF, Fitch does not consider this a parent and subsidiary relationship, as the companies are independent entities. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Organic revenue growth of 2%-3% in 2024-2027, driven by rising volume. Non-organic growth includes the planned acquisition of about $1.8 billion of revenue from eight Ascension hospitals, which Fitch assumes will close in mid-2025. - EBITDAR margin to improve to 11% in 2024 (2023: 9%), driven by labor cost savings, resolution of idiosyncratic issues in a handful of markets and growth in state-directed payment programs. Fitch then assumes the margin will decline to 9% from the effect of acquiring eight Ascension hospitals, which could initially have a low-single-digit EBITDA margin. - Capex at 2.0% of revenue ($85 million) in 2024, rising to 2.8% of revenue in 2025-2026 and declining to a steady-state level of 2.1% ($135 million) in 2027. This includes all capex Fitch understands PHSI will devote to upgrade the eight Ascension Illinois hospitals. - Positive FCF of over $200 million in 2024, declining, but still north of $100 million, in 2025, to reflect the timing of one-time IT capex upgrades at the acquired hospitals. Fitch then assumes annual FCF of $175 million-$200 million in 2026-2027. These assumptions all include $10 million of annual dividends paid to PHSI's founder. - EBITDAR leverage declining to nearly 5.5x at YE 2024, below 5.0x at YE 2025, then declining within a 4.0x-4.5x range in 2026-2027. Recovery Analysis The 'BB'/'RR1' rating on the asset-based revolver and the 'B'/'RR4' rating on the proposed senior secured bonds and senior secured term loan reflect Fitch's estimated recoveries in a restructuring scenario of 91%-100% for the revolver and 31%-50% for the bonds and term loan. The ratings also reflect Fitch's notching of instrument ratings from the 'B' IDR, all based on a bespoke recovery analysis. This assumes that PHSI would be reorganized in bankruptcy as a going concern, rather than liquidated, to maximize the value distributable to claims. Fitch assumes PHSI would likely default or restructure if EBITDAR were to decline below $300 million. This is likely to entail elevated refinancing risk, with leverage well above acquisition multiples for its hospitals and PHSI burning cash unsustainably. This scenario could involve large cuts to Medicaid or Medicare reimbursements, adverse changes to Medicaid provider fee programs and/or the reduction or elimination of management fees PHSI receives from PHF. Fitch believes any upside in restructuring from corrective measures would likely be immaterial amid limited cost offsets to a unilateral reduction in government reimbursement, especially as PHSI has improved the financial and operating results of its acquired hospitals, including eliminating redundancies. Fitch expects PHSI would lose the fees it earns from PHF's hospitals, as PHF has strong financial incentives and contractual rights that are likely to conflict with those of PHSI's creditors, with EBITDAR likely declining to below $275 million. Fitch also assumes senior secured lenders, should they enforce their first-lien security interest in PHSI's owned hospitals, would benefit only from the EBITDA generated by PHSI's owned hospitals, without the benefit of equity value in the leased hospitals. This is due to the likely rejection or amendment of the leases, leaving minimal (if any) equity value. Following three separate multiple-hospital repurchase transactions since mid-2022, Fitch estimates that owned hospitals now account for 90% of PHSI's EBITDAR; therefore, Fitch discounts going concern EBITDA by 10% for valuation purposes in calculating recoveries to PHSI's creditors. Fitch estimates that the collateral securing the asset-based revolver, senior secured notes, senior secured term loan, related-party unsecured notes and certain other debt could be valued at $942 million. This reflects two inputs: the first derived by applying a 6.25x EBITDA multiple on $162 million of going concern EBITDA, based on Fitch's estimate of the share of PHSI's total going concern EBITDAR that its owned hospitals would generate, less $95 million of rent expense to convert to EBITDA; the other comprising $34 million of additional value based on Fitch's estimate of receivables generated by leased hospitals collateralizing its revolver, in addition to those generated by the owned hospitals and captured above. The sum of these amounts is reduced by 10% to cover assumed administrative claims in a restructuring, netting distributable proceeds of $942 million. Fitch's assumption of a 6.25x enterprise value/EBITDA multiple reflects historical bankruptcy exit multiples for peer companies, with a median value of 6.0x-6.5x, acquisition multiples for hospitals acquired by PHSI and trading multiples of its publicly traded for-profit health system peers. In applying the distributable proceeds, Fitch assumes there is $340 million drawn on PHSI's $425 million revolver (80% of total), $17 million of other priority debt still outstanding, and that outstanding senior secured debt totals $1.5 billion. Should PHSI operate with moderately lower senior secured debt on a permanent basis, recoveries by secured lenders would improve but, all else equal, not likely to levels warranting a higher instrument rating. Fitch does not assume major collateral leakage via dispositions, contributions or restricted payments ahead of a restructuring, but there is a possibility thereof, particularly via restricted payments. The assumed scenario and calculation of certain assumptions, including EBITDAR at time of restructuring, going concern EBITDAR and related valuation multiples, are unchanged from prior reviews. Other assumptions, such as debt balances and the contribution mix between leased and owned assets, have changed, mostly due to the share of EBITDAR attributable to owned hospitals, which Fitch now estimates at 90%. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Improving operating results, with Fitch expecting EBITDAR Leverage to be sustained below 4.0x. - PHSI diversifying service mix away from ED services to better align the mix with industry trends. - Evidence of improved corporate governance to levels that no longer adversely affect the ratings. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Deteriorating operating results, with Fitch expecting EBITDAR Leverage to be sustained above 5.0x. - Fitch expecting FCF to be sustained at negative levels for an extended period. - Evidence of weak corporate governance independently warranting lower ratings under Fitch's criteria. Liquidity and Debt Structure Adequate Liquidity: Fitch estimates pro forma liquidity includes about $600 million in cash and about $400 million in availability under the $425 million revolver at the end of 2024 2Q, pro forma for the proposed refinancing and prior to using an estimated $335 million to fund a planned acquisition in 2025. Fitch expects PHSI to generate cumulative FCF of over $700 million over 2024-2027, with a low north of $100 million in 2025 and $175 million-$225 million in the other years of the forecast. Debt Structure: Fitch estimates pro forma debt includes an undrawn $425 million revolver due 2028, $1.0 billion of senior secured notes due 2029, $500 million of senior secured term loans due 2029, $335 million of unsecured related party debt and $17 million of other priority senior secured debt, all at the end of 2024 2Q pro forma for the refinancing. Issuer Profile Privately-held PHSI operates 30 urban acute care hospitals with over 6,000 beds and above-average concentration in payor mix, case mix (skewing toward Medicaid-funded ED care) and geography. PHSI also manages 13 acute care hospitals owned by PHF, a related-party charity established by PHSI's founder. Summary of Financial Adjustments Fitch assesses PHSI's leverage on a lease-adjusted basis, given their materiality, capitalizing rent with an 8.0x multiple. ESG Considerations PHSI has an ESG Relevance Score of '4' for Exposure to Social Impacts, due to pressure to contain healthcare spending growth, the highly sensitive political environment and social pressure to contain costs or restrict pricing. PHSI has an ESG Relevance Score of '4' for Governance Structure, due to the significant control the Reddy family has via its ownership, role within senior management and ability to influence the composition of PHSI's board of directors, the expertise and oversight of which is unclear due to limited disclosure. PHSI has ESG Relevance Score of '4' for Group Structure, due to the occurrence of related-party transactions where benefits to its private owners have been greater than those to creditors. For example, PHSI's donation of nine hospitals to related not-for-profit, PHF, created tax advantages for its owners, but reduced bondholder collateral value. Fitch views this as a net negative for the credit, despite PHSI receiving material cash flow via fees received from PHF for managing 13 of these facilities. These ESG Relevance Scores are negatives within the credit profile and relevant to the ratings alongside other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Prime Healthcare Services, Inc. LT IDR B Affirmed B senior secured LT B New Rating RR4 senior secured LT BB Affirmed RR1 BB PROJECT LEOPARD: $1.35BB Bank Debt Trades at 14% Discount --------------------------------------------------------- Participations in a syndicated loan under which Project Leopard Holdings Inc is a borrower were trading in the secondary market around 86.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.35 billion Term loan facility is scheduled to mature on July 20, 2029. The amount is fully drawn and outstanding. Project Leopard Holdings, Inc. (NEW) is a leading provider of multi-channel capture and business process management software. The company generated revenue of $554 million in 2021. The company is being acquired by TA Associates and Clearlake Capital from Thoma Bravo for $2.3 billion. QSR STEEL: Hires Marcum LLP as Financial Advisors and Accountant ---------------------------------------------------------------- QSR Steel Corporation, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Marcum LLP as Financial Advisors and accountant. The firm's services include: a. conducting a customary business and financial analysis of the Debtor; b. assisting the Debtor in identifying, reviewing and analyzing potential restructuring transactions; c. assisting the Debtor with developing a strategy to effectuate a potential restructuring; d. assisting the Debtor in structuring and negotiating a restructuring; e. meeting with management and the Debtor's principals and officers to discuss any proposed restructuring and its financial implications; f. preparing for and participating in hearings before the bankruptcy court with respect to the matters upon which Marcum has provided advice and, as appropriate, coordinating with the Debtor and its advisors with respect to testimony in connection therewith; g. if necessary, preparing an analysis of the estimated range of going concern enterprise value of the reorganized debtor ("Valuation Analysis") and provide testimony with respects thereto, in accordance with Marcum's practices; the nature and scope of Marcum's investigation and analysis, as well as the scope, form and substance of any such Valuation Analysis, shall be such as Marcum deems appropriate; and h. performing such other services in connection with a restructuring as Marcum and the Debtor may agree. The firm will be paid at these rates: Partners $475 per hour Directors $360 per hour Senior managers $300 per hour Managers $240 per hour Supervisors $200 per hour Senior and staff $160 per hour The firm will be paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ethan Brysgel, Esq., a partner at Marcum 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: Ethan Brysgel Marcum LLP 185 Asylum Street, 25th Floor Hartford, CT 06103 Tel: (860) 760-0600 About QSR Steel Corporation, LLC QSR Steel Corporation, LLC is a one-stop, full service structural steel company based in Hartford, Conn., offering everything from steel buildings to stairs and railings. The Debtor filed Chapter 11 petition (Bankr. D. Conn. Case No. 24-20562) on June 18, 2024, with $2,838,179 in assets as of March 31, 2024 and $2,124,057 in liabilities as of March 31, 2024. Glenn Salamone, member, signed the petition. Irve J. Goldman, Esq., at Pullman & Comley, LLC represents the Debtor as legal counsel. QSR STEEL: Hires Pullman & Comley LLC as Legal Counsel ------------------------------------------------------ QSR Steel Corporation, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Pullman & Comley, LLC as counsel. The firm's services include: a. advising the Debtor with respect to its rights and obligations as debtor-in-possession and with respect to other areas of bankruptcy law; b. preparing on behalf of the Debtor necessary petitions, schedules, applications, motions and other papers in connection with the administration of the Debtor's estate; c. taking all necessary actions to protect and preserve the estate of the Debtor; d. representing the Debtor at all hearings and proceedings herein; e. developing, negotiating and confirming a Chapter 11 plan for the Debtor and related documents; f. performing general corporate, contract and labor and employment services as may be required by the Debtor; and g. performing other legal services required by the Debtor in connection with this Subchapter V Chapter 11 case. The firm will be paid at these rates: Attorney $300 to $675 per hour Assistants and Paralegals $195 to $325 per hour Attorneys Irve Goldman $600 per hour Kristin B. Mayhew $590 per hour Jonathan A. Kaplan $460 per hour The firm was paid a security retainer in the amount of $46,812. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Irve Goldman, Esq., a partner at Pullman & Comley, 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: Irve Goldman, Esq. Pullman & Comley, LLC 850 Main Street, P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330 2000 Fax: (203) 576 8888 Email: igoldman@pullcom.com kmayhew@pullcom.com jkaplan@pullcom.com About QSR Steel Corporation, LLC QSR Steel Corporation, LLC is a one-stop, full service structural steel company based in Hartford, Conn., offering everything from steel buildings to stairs and railings. The Debtor filed Chapter 11 petition (Bankr. D. Conn. Case No. 24-20562) on June 18, 2024, with $2,838,179 in assets as of March 31, 2024 and $2,124,057 in liabilities as of March 31, 2024. Glenn Salamone, member, signed the petition. Irve J. Goldman, Esq., at Pullman & Comley, LLC represents the Debtor as legal counsel. RAPID7 INC: First Trust Reduces Equity Stake to 2.55% ----------------------------------------------------- First Trust Portfolios L.P. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of June 30, 2024, the firm and its affiliated entities -- First Trust Advisors L.P. and The Charger Corporation -- beneficially owned an aggregate amount of 1,589,984 shares of Rapid7 Inc.'s common stock, representing 2.55% of the shares outstanding, thus ceasing ownership of more than five percent of the class of securities. Such shares are held by the following entities in the respective amounts listed: First Trust Portfolios L.P.: 346,847 First Trust Advisors L.P.: 1,589,984 The Charger Corporation: 1,589,984 A full-text copy of First Trust's SEC Report is available at: https://tinyurl.com/rnpjssem About Rapid7 Rapid7, Inc. (Nasdaq: RPD) provides cybersecurity services. As of March 31, 2024, the Company had $1.5 billion in total assets, and $1.6 billion in total liabilities. * * * Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Rapid7, Inc. RAY'S TRANSPORT: Case Summary & 12 Unsecured Creditors ------------------------------------------------------ Debtor: Ray's Transport, Inc. 22077 Mound Rd Warren, MI 48091 Business Description: The Debtor is part of the general freight trucking industry that provides expedited shipping services. With a fleet of temperature-controlled trailers, the Company transports all products requiring refrigeration. Chapter 11 Petition Date: August 12, 2024 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 24-47747 Debtor's Counsel: Alexander J. Berry-Santoro, Esq. MAXWELL DUNN PLC 2937 E. Grand Blvd. Suite 308 Detroit, MI 48202 Email: aberrysantoro@maxwelldunnlaw.com Total Assets as of Dec. 31, 2023: $4,612,144 Total Liabilities as of Dec. 31, 2023: $2,722,529 The petition was signed by Ray Almoosawi as sole shareholder. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YTUYHTI/RAYS_TRANSPORT_INC__miebke-24-47747__0001.0.pdf?mcid=tGE4TAMA RED CAT: Incurs $24.05 Million Net Loss in FY Ended April 30 ------------------------------------------------------------ Red Cat Holdings, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $24.05 million on $17.84 million of revenues for the year ended April 30, 2024, compared to a net loss of $28.11 million on $4.62 million of revenues for the year ended April 30, 2023. As of April 30, 2024, the Company had $48.54 million in total assets, $3.65 million in total current liabilities, $1.32 million in total long-term liabilities, and $43.56 million in total stockholders' equity. Red Cat stated, "The Company has never been profitable and has incurred net losses related to acquisitions, as well as costs incurred to pursue its long-term growth strategy. During the year ended April 30, 2024, the Company incurred a net loss from continuing operations of $21,526,696 and used cash in operating activities of continuing operations of $17,687,063. As of April 30, 2024, working capital for continuing operations totaled $18,746,419. These financial results and our financial position at April 30, 2024 raise substantial doubt about our ability to continue as a going concern. However, the Company has recently taken actions to strengthen its liquidity. On December 11, 2023, we completed a public offering of 18,400,000 shares of common stock which generated net proceeds of approximately $8,400,000...In addition, the Company's operating plan for the next twelve months has been updated to reflect recent operating improvements. Revenues have accelerated and are expected to continue growing. The Company's manufacturing facility is scaling production and gross profits are projected to increase. If necessary, the Company will seek to obtain additional debt financing for which there can be no guarantee. Subsequent to year end...the Company sold its equity method investment for $4,400,000. Management has concluded that these recent positive developments alleviate any substantial doubt about the Company's ability to continue its operations, and meet its financial obligations, for twelve months from the date these consolidated financial statements are issued." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/748268/000155479524000195/rcat0808form10k.htm About Red Cat Holdings Inc. Red Cat (Nasdaq: RCAT) -- http://www.redcatholdings.com -- is a drone technology company integrating robotic hardware and software for military, government, and commercial operations. Red Cat's solutions are designed to "Dominate the Night" and include the Teal 2, a small unmanned system offering the highest-resolution thermal imaging in its class. Red Cat incurred a net loss of $11.69 million for the year ended April 30, 2022, a net loss of $13.24 million for the year ended April 30, 2021, and a net loss of $1.60 million for the year ended April 30, 2020. REDSTONE HOLDCO: $1.11BB Bank Debt Trades at 17% Discount --------------------------------------------------------- Participations in a syndicated loan under which Redstone Holdco 2 LP is a borrower were trading in the secondary market around 83.2 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion Term loan facility is scheduled to mature on April 27, 2028. The amount is fully drawn and outstanding. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. REDSTONE HOLDCO: $450MM Bank Debt Trades at 22% Discount -------------------------------------------------------- Participations in a syndicated loan under which Redstone Holdco 2 LP is a borrower were trading in the secondary market around 78 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $450 million Term loan facility is scheduled to mature on August 6, 2029. The amount is fully drawn and outstanding. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. RISING TIDE: $125MM Bank Debt Trades at 18% Discount ---------------------------------------------------- Participations in a syndicated loan under which Rising Tide Holdings Inc is a borrower were trading in the secondary market around 82 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $125 million Term loan facility is scheduled to mature on September 12, 2028. The amount is fully drawn and outstanding. Rising Tide (d/b/a West Marine) retails recreational and commercial boating supplies, apparel, and other related merchandise. The company operates as a specialty retailer in the marine aftermarket, serving the repair and replacement outfitting needs of active marine enthusiasts and professional customers. Rising Tide is also involved in the wholesale distribution of products to commercial customers and other retailers through its port supply business line and stores. RITE AID: $425MM Bank Debt Trades at 81% Discount ------------------------------------------------- Participations in a syndicated loan under which Rite Aid Corp is a borrower were trading in the secondary market around 19.1 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $425 millionTerm loan facility is scheduled to mature on August 20, 2026. About $398.1 million of the loan is withdrawn and outstanding. About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy. Its wholly owned subsidiaries include Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid’s pharmacy benefits and Services Company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid Corporation and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October 15, 2023. In the petition signed by Jeffrey S. Stein, their chief executive officer and chief restructuring officer, Rite Aid Corp. disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the jointly consolidated cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C. as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructing Administration as claims and noticing agent. Kramer Levin Naftalis & Frankel LLP, serves as counsel to the Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP serves as co-counsel to the Committee. A Tort Claimants Committee is represented by Akin Gump Strauss Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the children’s fetal opioid exposure. DLA Piper LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as co-counsel to Bank of America, N.A., the administrative agent for the prepetition first lien lenders and the DIP lenders. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP represent the Ad Hoc Group of Secured Noteholders. FTI Consulting and Evercore is serving or served as financial advisors to the bondholders. ROBERTSHAW US: Judge Denies Invesco's Bid to Pause Chapter 11 Sale ------------------------------------------------------------------ Alex Wittenberg of Law360 Bankruptcy Authority reports that a Texas bankruptcy judge on Thursday, August 1, 2024, denied a request by Invesco to temporarily stop appliance-parts maker Robertshaw from selling its business to lenders as part of its Chapter 11 case, finding that the asset manager wasn't likely to succeed on an appeal because there is no "serious" legal dispute. 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. SC SJ HOLDINGS: San Jose City Asks Court Ok to Pursue Tax Claims ---------------------------------------------------------------- Emlyn Cameron of Law360 Bankruptcy Authority reports that the city of San Jose, California, asked a Delaware bankruptcy judge to allow it to pursue tax and utilities claims against the former operator of a high-end hotel, SC SJ Holdings, that confirmed a Chapter 11 plan in 2021, saying the hotel's restructuring plan explicitly allowed those claims. About SC SJ Holdings and FMT SJ San Ramon, California-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity LLC as financial advisor. Stretto is the claims agent and administrative advisor. SENESTECH INC: Incurs $1.58 Million Net Loss in Second Quarter -------------------------------------------------------------- Senestech, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and comprehensive loss of $1.58 million on $459,000 of net revenues for the three months ended June 30, 2024, compared to a net loss and comprehensive loss of $1.99 million on $305,000 of net revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss and comprehensive loss of $3.42 million on $874,000 of net revenues, compared to a net loss and comprehensive loss of $4.03 million on $538,000 of net revenues for the six months ended June 30, 2023. As of June 30, 2024, the Company had $4.04 million in total assets, $923,000 in total liabilities, and $3.11 million in total stockholders' equity. Senestech said, "The reports of our independent registered public accounting firm that accompanies our financial statements for each of the years ended December 31, 2023 and December 31, 2022 contain a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time. Specifically, we have incurred operating losses since our inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. If we encounter continued issues or delays in the commercialization of fertility control products, our expected future losses could have an adverse effect on our financial condition and negatively impact our ability to fund continued operations, obtain additional financing in the future and continue as a going concern. There are no assurances that such financing, if necessary, will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through additional financings, sales of our products, licensing fees, royalty payments or from other sources or transactions, we will exhaust our resources and will be unable to continue operations." Management Discussion "The second quarter results highlight yet another quarter of record top line sales. 62% growth year to date versus the same period in 2023, as well as strong operational improvement of numerous key metrics have reduced our cash burn as we look to achieve our near-term objective of profitability," commented Joel Fruendt, president and CEO of SenesTech. "Importantly, we are ideally positioned to see accelerating growth due to the initiatives we put in place throughout the first half of 2024, including the launch of Evolve for rats with key online retailers; the launch of our new Evolve Mouse solution; the ramp up of recently secured distribution agreements; and new product packing options," Fruendt continued. "Also during the quarter, we have significantly progressed our discussions with some of the nation's largest brick-and-mortar retailers towards the potential adoption of Evolve. Placement by one or two of these retailers could result in our immediate transition to profitability," emphasized Fruendt. "With our Evolve soft bait solution, the game for SenesTech and the rodent control industry has truly changed. We finally have a solution that is demanded by the pest control market due to its improved form factor, economical price point, proven efficacy, and lengthy shelf life. I am extremely pleased with the progress we have made to bring the much-needed fertility control solutions to the rodent control industry and look forward to the future with tremendous optimism," Fruendt concluded. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1680378/000162828024036248/snes-20240630.htm About Senestech Headquartered in Phoenix, AZ, Senestech, Inc. -- http://www.senestech.com/-- has developed and is commercializing products for managing animal pest populations, initially rat populations, through fertility control. The Company currently has two product lines of fertility control products: ContraPest and Evolve. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Feb. 21, 2024, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raise substantial doubt about its ability to continue as a going concern. SHARING SERVICES: Incurs $969K Net Loss in First Quater ------------------------------------------------------- Sharing Servies Global Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $968,566 on $2.22 million of net sales for the three months ended June 30, 2024, compared to a net loss of $2.42 million on $2.88 million of net sales for the three months ended June 30, 2023. As of June 30, 2024, the Company had $6.23 million in total assets, $9.96 million in total liabilities, and a total stockholders' deficit of $3.73 million. Sharing Services stated, "During the three months ended June 30, 2024 and 2023, the Company had a net loss was approximately $1.0 million and $2.4 million, respectively. These factors among other raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. "In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1644488/000149315224031048/form10-q.htm About Sharing Services Headquartered in Plano, Texas, Sharing Services Global Corporation markets and distributes its health and wellness products primarily in the U.S and Canada, and delivers its member-based travel services, primarily in the U.S., using a direct selling business model. The Company markets its health and wellness products through its proprietary website: www.thehappyco.com; and its member-based travel services using www.mytravelventures.com. Currently, the Company is in the process of revamping its subscription-based travel services and plans to relaunch it in November 2024. Jericho, New York-based Grassi & Co., CPAs, P.C., the Company's auditor since 2023, issued a "going concern" qualification in its reprot dated July 1, 2024, citing that the Company (i) has incurred losses and negative cash flows from operations for consecutive years, (ii) has an accumulated deficit and negative equity, which raise substantial doubt about its ability to continue as a going concern. SINCLAIR TELEVISION: $740MM Bank Debt Trades at 24% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 76.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $740 million Term loan facility is scheduled to mature on April 3, 2028. About $718 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SINCLAIR TELEVISION: $750MM Bank Debt Trades at 27% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 73.3 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 million Term loan facility is scheduled to mature on April 23, 2029. About $735 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SMITH MICRO: Posts $6.93 Million Net Loss in Fiscal Q2 ------------------------------------------------------ Smith Micro Software, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.93 million on $5.14 million of revenues for the three months ended June 30, 2024, compared to a net loss of $5.67 million on $10.34 million of revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $37.94 million on $10.94 million of revenues, compared to a net loss of $12.55 million on $21.27 million of revenues for the same period in 2023. As of June 30, 2024, the Company had $52.99 million in total assets, $10.09 million in total liabilities, and $42.9 million in total shareholders' equity. For the three and six months ended June 30, 2024, certain conditions in the Company's evaluation, considered in the aggregate, have raised substantial doubt about the Company's ability to continue as a going concern within one year from the date that the financial statements are issued, which has not been alleviated. The Company has no outstanding debt and is continuing operations and generating revenues in the normal course of business, however the Company is dependent, to an extent, on the timing of subscriber and revenue growth for its products and the related cash generation from that growth and/or the ability to obtain the necessary capital to meet its obligations and fund its working capital requirements to maintain normal business operations. Management believes that the actions presently being taken to implement the Company's business plan to expand subscriber growth, including dynamic marketing campaigns, to acquire new customers and to expand its offerings to existing customers to generate increased revenues, and, if necessary, to raise additional capital will support the Company's operations; as such the financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. The Company believes that it would be able to raise additional funds as necessary, through public or private equity offerings, including via accessing its currently effective shelf registration or by filing one or more additional registration statements, debt financings, or a combination of these funding sources as evidenced by the Company historically being able to complete debt and equity financings. However it may not be able to secure such incremental capital in a timely manner or on favorable terms, if at all. In order to preserve liquidity, the Company may also take one or more of the following additional actions: * Implement additional restructuring and cost reductions, * Secure a revolving line of credit, if available, * Dispose of one or more product lines and/or, * Sell or license intellectual property. While management believes that the Company's plans for growing revenue and the other potential actions available to it would alleviate the conditions that raise substantial doubt, these strategies are not entirely within the Company's control and cannot be assessed as being probable of occurring. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4dwt3hf6 About Smith Micro Software Pittsburgh, Pa.-based Smith Micro Software, Inc. develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. Smith Micro's portfolio includes family safety software solutions to support families in the digital age and a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, retail content display optimization, and performance analytics. Los Angeles, Calif.-based SingerLewak LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated Feb. 26, 2024, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SOUTH FIELD: S&P Assigns Prelim 'BB-' Rating Sr. Secured TLB/TLC ---------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB-' rating, and '2' recovery rating, to South Field Energy LLC's (SFE) proposed term loan B (TLB) and term loan C (TLC). SFE will use proceeds to repay existing debt at the project and its holding company. SFE's high operating efficiency, high capacity factors, and access to inexpensive natural gas support a minimum debt service coverage ratio (DSCR) of 1.48x and median DSCR of 1.55x. The preliminary '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 75%) recovery in a default scenario. The stable outlook reflects S&P's expectation that SFE will maintain a minimum DSCR of at least 1.48x during the project life (2024-2046). It forecasts TLB debt outstanding of about $380 million at maturity in 2031. SFE is an operating, 1,182 megawatt (MW) natural-gas-fired power plant in Columbiana County, Ohio. The facility achieved commercial operations in October 2021, and is owned by a consortium of investors including Advanced Power AG, BCPG Public Co. Ltd., Idemitsu Kosan Co. Ltd., Development Bank of Japan Inc., PIA/NH-Amundi, Kyushu Electric Power Co., ENEOS Corp., Shikoku Electric Power Co. Inc., and The Chugoku Electric Power Co. Inc. Advanced Power is also the project's asset manager. The facility sells capacity, energy, and ancillary services into the Pennsylvania, New Jersey, Maryland (PJM) market and interconnects with the ATSI electric transmission system, which falls under the regional transmission organization (RTO) region of PJM. Key strengths -- Highly efficient combined cycle gas turbine (CCGT) with a heat rate of 6,200 Btu per kilowatt-hour (/kWh)-6,300 Btu/kWh -- Five-year revenue put that provides an annual gross energy margin floor of $75 million through September 2026 -- Firm gas transportation contract to provide up to 150,000 million Btu per day, sufficient to meet the project's PJM capacity obligations -- The project's interconnection with a segment of the Eastern Gas Transmission and Storage (EGTS) Pipeline System that provides access to low-cost natural gas Key risks -- South Field sells all its power on a merchant basis. The wholesale market is highly competitive. As do all merchant power plants, especially those in non-constrained regions, the assets face market risks, such as power demand, commodity prices, and volatile capacity prices. -- S&P anticipates capacity prices in the RTO region of PJM will exhibit a degree of mean reversion in upcoming auctions, which would increase reliance on the strength of the project's dispatch and energy margins to sustain cash flow generation. -- The project has a limited operational history since achieving commercial operations in October 2021, including some periods with operational issues. The proposed transaction will be used to repay existing debt, with slightly higher leverage versus that of peers, supported by SFE's efficiency. SFE is proposing to issue a $750 million TLB and a $46 million TLC alongside a $66 million revolving credit facility (RCF), using proceeds to repay the existing term loan A and fixed notes (not rated), $231 million of holding company loans (outside of, and above, the project), and fees. The resultant leverage is about $635 per kilowatt (/kW), and although this is slightly higher than that of similar CCGTs, SFE's more efficient nature and demand fundamentals support the preliminary 'BB-' rating on the TLB and TLC. S&P said, "SFE is a very efficient CCGT, which supports robust capacity factors. SFE has a heat rate of about 6,200 Btu/kWh, making it one of the most efficient single-asset CCGTs that we rate. This translates into capacity factors above 80%, which we expect will modestly improve in the near term with initial operational challenges largely in the past. The project also has access to low-cost natural gas priced at EGTS South pool. SFE is a baseload CCGT owing to its high efficiency, sitting low on the supply curve; therefore, we expect it will realize robust capacity factors throughout the term loan tenor, at the same time declining in the long term as the plant ages and renewables and batteries begin to come online." Eastern Gas South prices have historically been lower than in other regional pricing pools, and SFE is supplied with abundant Marcellus basin natural gas via the EGTS pipeline system. Operationally, the plant had robust availability factors of 89.5% and 88% in 2022 and 2023, respectively, and forced outage factors of 2.2% and 0.5% over the same period, with investments made in asset hardening since the plant experienced a forced outage during the winter storm event in December 2022. S&P said, "We expect strong energy margins from solid spark spreads and growing demand in PJM to support debt repayment during the TLB tenor. We forecast average sparks of about $14 per megawatt-hour (/MWh) to $15/MWh, with an increasing share of gross margin from capacity revenues longer term. We expect robust energy margins, combined with strong capacity revenues in the 2025-2026 delivery year, will lead to a term loan balance of about $380 million at maturity. The robust sparks are a result of the highly efficient nature of SFE and growing demand in PJM. SFE also has duct-burning capabilities to boost output during periods of high power prices and capture additional energy margin, albeit at reduced efficiency. While capacity prices for the 2025-2026 delivery year have cleared significantly higher than in previous auctions, we expect a degree of mean reversion for uncleared periods beyond that. "We believe load will increase across PJM primarily due to data centers and electric vehicles, which will benefit SFE. At the same time, we expect capacity factors will diminish as SFE faces increased competition from renewables and batteries in PJM. Consequently, SFE will earn a greater share of revenues from capacity because CCGTs will be needed for grid reliability. We forecast 75% of gross margin from energy margins and 21% from capacity payments through the term loan period. "SFE's hedging program supports near-term cash flow visibility, while also limiting exposure to operational risks. SFE has spark hedges for about 50% of expected generation for 2024, with over 40% in 2025 and 10% for 2026, alongside a revenue put option of about $75 million annually structured to cover fixed costs and debt expenses. SFE's spark hedging strategy targets about 50% for the prompt year, layering on as the year progresses, and we view the current hedged sparks favorably. We believe the hedges limit SFE's exposure to operational risks because the plant is configured as two 1x1x1 CCGTs, meaning if one unit is offline, 50% of capacity is still available and SFE can deliver on the hedged portion; and the revenue put option buffers any potential weak operational performance through September 2026. While SFE could hedge up to 75% of expected generation, management has indicated it targets about 50% for these reasons. Moreover, while the revenue put option provides downside protection, we do not see this option being in the money even in our downside-case scenario, meaning it would only be exercised after an unforeseen event. "The stable outlook reflects our expectation that SFE will maintain a minimum DSCR of at least 1.48x during the project life (2024-2046). Our forecast for TLB debt outstanding at maturity in 2031 is about $380 million." S&P could lower the rating if SFE was unable to maintain DSCRs above 1.35x in each period of our forecast. This could stem from: -- Weaker realized spark spreads or lower PJM capacity prices for delivery year 2026-2027 and beyond; -- Unplanned outages that substantially affect generation; -- Economic factors in which the power plant dispatch is materially lower than our base-case expectations; or -- The project's excess cash flow does not translate into debt paydown, resulting in a TLB balance of more than $420 million at maturity. S&P said, "Although unlikely, we could raise the rating if we expect the project will maintain a minimum base-case DSCR above 1.8x in all years, including the post-refinancing period; and we believe operational and financial risks associated with a single-asset plant will be adequately mitigated. "We would expect such outcomes to materialize only via significant improvement in spark spreads and uncleared capacity prices in PJM's RTO zone and if the project can continue to procure inexpensive fuel, while realizing robust capacity factors, alongside prudent asset management." SOUTH HILLS: No Resident Care Concern, 1st PCO Report Says ---------------------------------------------------------- Margaret Barajas, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania her first report regarding the quality of patient care provided at the assisted care living facilities operated by South Hills Operations, LLC and its affiliates. The PCO spoke to six residents in the Grove at Latrobe facility. She engaged a Spanish-speaking resident who said she has lived at the facility for 15 years. She indicated that she enjoys living there, and her only point of concern was that she had to stay directly on the spot she was standing on and was not to move from that spot. The PCO received no formal complaints from the residents to whom she spoke nor did Westmoreland County ombudsmen in the course of their facility visits. The PCO stated that the Washington County ombudsman reported no change in staffing at the Grove at Washington facility. They met with Director of Nursing Demetria Blue and Nursing Home Administrator Melody Mutnansky. The ombudsman reported staffing which appeared to be adequate. Ombudsmen spoke to an average of 15 residents over this 60-day period on their routine visits. They received no concerns from residents. The local ombudsman spoke to 35 residents over their two routine visits at South Hills Rehabilitation and Wellness Center. Residents gave mixed answers regarding the availability of activities. The ombudsman discussed the lack of a Resident Council meeting with the Director of Nursing. Residents were aware of the bankruptcy proceedings but expressed little concern and reported that if they had questions, the staff had been addressing them. The PCO spoke to 35 residents over their two routine visits at Monroeville Rehabilitation and Wellness Center. Residents gave mixed answers regarding the availability of activities. The ombudsman discussed the lack of a Resident Council meeting with the Director of Nursing. Residents were aware of the bankruptcy proceedings but expressed little concern and reported that if they had questions, the staff had been addressing them. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=Ap2rTD from PacerMonitor.com. The ombudsman may be reached at: Margaret Barajas PA Long-Term Care Ombudsman | Ombudsman Office Pennsylvania Department of Aging 555 Walnut St. 5th Floor Harrisburg, PA 17101 Phone: (717) 783-7096 | Fax: (717) 772-3382 Email: mbarajas@pa.gov About South Hills Operations South Hills Operations, LLC and its affiliates operate 13 skilled nursing facilities in Pennsylvania. While they do not have identical ownership, there is substantial common ownership among the various debtor entities, and they are affiliates of one another. The Debtors filed Chapter 11 petitions (Bankr. W.D. Pa. Lead Case No. 24-21217) on May 17, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Carlota M. Bohm oversees the cases. The Debtors tapped Whiteford Taylor & Presto and Bass, Berry & Sims, PLC as legal counsels; Ankura Consulting, LLC as restructuring advisor; and Blueprint Healthcare Real Estate Advisors, LLC and Cummings and Co. Realtors, LLC as financial advisors. 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 Bernstein-Burkley, P.C. Margaret Barajas is the patient care ombudsman appointed in the Debtors' cases. SOUTHROCK CAPITAL: Withdraws Bid to Extend CEO Litigation Stay -------------------------------------------------------------- Ben Zigterman of Law360 Bankruptcy Authority reports that SouthRock Capital Ltda., a Brazilian private equity company that operates international food brands including Starbucks and TGI Fridays, withdrew Thursday its request to extend an automatic stay to litigation against its CEO, who is not a debtor in the firm's Brazilian bankruptcy. About SouthRock Capital Ltda. SouthRock Capital Ltda. is a Brazilian private equity company that operates international food brands including Starbucks and TGI Fridays. SouthRock Capital Ltda. sought relief under Chapter 15 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90398) on July 12, 2024. The Honorable Bankruptcy Judge Christopher M. Lopez oversees the U.S. case. QUINN EMANUEL URQUHART & SULLIVAN, LLP, led by Patricia B. Tomasco, Joanna D. Caytas, Razmig Izakelian, and Alain Jaquet, is the Debtor's counsel. Fabio David Rohr is the foreign representative of the Debtor. STEWARD HEALTH: No Decline in Patient Care at Texarkana Facilities ------------------------------------------------------------------ Susan Goodman, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Southern District of Texas her first interim report regarding the quality of patient care provided at the Louisiana, Arkansas and Texarkana facilities operated by Steward Health Care System, LLC and affiliates. The PCO did not find patient care decline at Glenwood. She did reach out in advance of the site visit and introduced herself and her role to the State team. The PCO, like the rest of the case professionals, noted the recent filing that disclosed an anticipated ownership transition for the Glenwood team. The PCO will remain engaged in her role until that transition is completed or the court provides other direction. The PCO met with all hospital clinical and non-clinical teams. She observed care delivery, interacted with patients, and engaged with the ED, hospitalist, and rural health physician providers. The 100% top worry for everyone at Hope was the continuation of their hospital. Many staff resided in Hope and described the hospital as central to the community. The PCO did not find patient care decline as contemplated under Section 333(b) of the Bankruptcy Code. Like other case professionals, the PCO noted a court filing that disclosed an anticipated ownership transition for the Hope team. The PCO will remain engaged in her role until that transition is completed or the court provides other direction. During the site visit, the PCO did not observe staffing that was inconsistent with WRMC's staffing matrix. However, clinical unit leadership reported challenges getting appropriate nursing coverage, with some chronic overtime reported. The PCO did not observe unsafe care delivery at WRMC. Talent acquisition and retention challenges remain a top concern, particularly with extensions of key bid, auction, and sale hearing deadlines. The PCO will remain engaged to monitor staffing, supplies, and environment of care items. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=dJ5rCE from PacerMonitor.com. The ombudsman may be reached at: Susan N. Goodman PIVOT HEALTH LAW, LLC P.O. Box 69734 |Oro Valley, AZ 85737 Ph: 520.744.7061 (message) Email: sgoodman@pivothealthaz.com About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' cases. STEWARD HEALTH: No Supply Concerns at Arizona Facility ------------------------------------------------------ Susan Goodman, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Southern District of Texas her first interim report regarding the quality of patient care provided at Steward Health Care System LLC and affiliates' Arizona facility. The PCO interacted with one of the two environmental services technicians who was cleaning during the site visit at Florence. The team member denied having supply concerns. The PCO interacted briefly with the respiratory therapist who was supporting the facility. The team member indicated that staffing one respiratory therapist was typical both pre- and post-petition. Supply and staffing concerns were denied. The PCO spoke with a Florence hospitalist physician coming to round on inpatients. She also spoke with the Vice Chief of Staff. While both clinicians denied immediate patient safety concerns, the Vice Chief of Staff did elucidate various dynamics believed to be correlated to declining hospital census numbers. The Vice Chief of Staff reported protracted, pre-bankruptcy financial strain that resulted in both clinician and nursing resignations. Ms. Goodman stated that staff and clinicians at MVMC reported a protracted period of challenging vendor relationships grounded in non-payment issues well in advance of the bankruptcy filing. At the time of the PCO's visit, continued challenges associated with specialty supplies and implants were described as improved with notable, vendor-specific supply outages yet unresolved. General patient care disposable supply flow was reported as improved post-petition. The pharmacy, radiology, therapies, and dietary services departments reported relative stability during the PCO's site visit while no department has been immune from the financial challenges experienced well in advance of the bankruptcy filing. Housekeeping or environmental services had a notable backlog in trash accumulation due to a roll-off being stuck on the trash compactor. That accumulation was eliminated during the PCO's site visit. The PCO did not observe unsafe patient care in the Phoenix-area locations. She did, however, see departmental strain. The maintenance or plant operations team covers a lot of area with one director responsible for five distinct locations. While SLBH was able to add an additional team member, they also lost the team member who supported plant operations at that location for 18 years. In addition, the services provided to the patient population at SLBH are reportedly somewhat unique in terms of the level of patient acuity cared for at this location, and the provision of services to children as young as five years old. The PCO sees the STBH population as the most vulnerable group cared for in these locations, followed by Florence's incarcerated population. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=ihmYlu from PacerMonitor.com. The ombudsman may be reached at: Susan N. Goodman PIVOT HEALTH LAW, LLC P.O. Box 69734 |Oro Valley, AZ 85737 Ph: 520.744.7061 (message) Email: sgoodman@pivothealthaz.com About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' cases. STEWARD HEALTH: Stearns Weaver Represents Creditors --------------------------------------------------- The law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases Steward Health Care System LLC and affiliates, the firm represents more than one creditor ("Creditors"). Counsel does not represent or purport to represent any other entities in connection with the Chapter 11 Cases and does not undertake to represent the interests of, and are not a fiduciary for, any creditor, party in interest, or other entity that has not signed retention agreements with Counsel. The Creditors' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Silas Washington David Sampedro, Esq. Panter, Panter & Sampedro, P.A. 6950 N. Kendall Drive Miami, FL 33156 Telephone: (305) 662-6178 dsampedro@panterlaw.com * Personal Injury pending under S.D. Florida, Circuit Court, Case No. 2023-027190-CA-01 2. Victoria Washington David Sampedro, Esq. Panter, Panter & Sampedro, P.A. 6950 N. Kendall Drive Miami, FL 33156 Telephone: (305) 662-6178 dsampedro@panterlaw.com * Personal Injury pending under S.D. Florida, Circuit Court, Case No. 2023-027190-CA-01 3. Marta Marin, Personal Representative of the Decedent, Angel Padron David Sampedro, Esq. Panter, Panter & Sampedro, P.A. 6950 N. Kendall Drive Miami, FL 33156 Telephone: (305) 662-6178 dsampedro@panterlaw.com * Personal Injury pending under S.D. Florida, Circuit Court, Case No. 2023-027372-CA-01 4. Gabriela Gonzalez Manuel L. Dobrinsky, Esq. Dolan Dobrinsky Rosenblum Bluestein 2665 S. Bayshore Drive, Suite 603 Miami, FL 33133 Telephone: (305) 371-2692 mdobrinsky@ddrlawyers.com * Personal Injury pending under S.D. Florida, Circuit Court, Case No. 2024-004749-CA-01 5. Bruno Nascimiento Manuel L. Dobrinsky, Esq. Dolan Dobrinsky Rosenblum Bluestein 2665 S. Bayshore Drive, Suite 603 Miami, FL 33133 Telephone: (305) 371-2692 mdobrinsky@ddrlawyers.com * Personal Injury pending under S.D. Florida, Circuit Court, Case No. 2024-004749-CA-01 The law firm can be reached at: Patricia A. Redmond, Esq. Email: predmond@stearnsweaver.com STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Telephone: (305) 789-3553 Facsimile: (305) 789-3395 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. Tex. 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. STG LOGISTICS: $750MM Bank Debt Trades at 28% Discount ------------------------------------------------------ Participations in a syndicated loan under which STG Logistics Inc is a borrower were trading in the secondary market around 72.2 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 millionTerm loan facility is scheduled to mature on March 24, 2028. About $733.1 million of the loan is withdrawn and outstanding. STG Logistics, Inc., also known as St. George Logistics, is a logistics company with a corporate office in North Bergen, New Jersey. SWF HOLDINGS I: $1.63BB Bank Debt Trades at 24% Discount -------------------------------------------------------- Participations in a syndicated loan under which SWF Holdings I Corp is a borrower were trading in the secondary market around 75.9 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.63 billion Term loan facility is scheduled to mature on October 6, 2028. The amount is fully drawn and outstanding. Headquartered in Middleton, Wisconsin, Springs Windows designs and manufactures window coverings. TARGET GROUP: Posts $667K Net Income in Second Quarter ------------------------------------------------------ Target Group Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $666,664 on $2.28 million of revenue for the three months ended June 30, 2024, compared to net income of $963,816 on $758,984 of revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported net income of $473,496 on $4.19 million of revenue, compared to net income of $218,107 on $758,984 of revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $7.94 million in total assets, $14.33 million in total liabilities, and a total stockholders' deficiency of $6.40 million. Going Concern Target Group stated, "In recent years the Company has earned significant revenue. The Company had a working capital deficit of $10,399,522 and an accumulated deficit of $30,633,852 as of June 30, 2024. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. "The unaudited accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern up to at least 12 months from the balance sheet date; however, the above condition raises substantial doubt about the Company's ability to do so. The unaudited condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. "In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations, sale of its equity or issuance of debt. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1586554/000141057824001241/tmb-20240630x10q.htm About Target Group Headquartered in Ontario, Canada, Target Group Inc. is engaged in the cultivation, processing and distribution of curated cannabis products for the medical and adult-use recreational cannabis market in Canada and, where legalized by state legislation, in the United States. The Company is positioning itself with a core emphasis on wholesale and co-packaging services to accommodate all consumer-packaged goods intended for the sophisticated cannabis market and consumer in Canada and internationally. This strategy integrate cannabinoid research, analytical testing, product development and manufacturing. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company has an accumulated deficit, net losses, and a working capital deficit. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. TELLURIAN INC: Incurs $140 Million Net Loss in Second Quarter ------------------------------------------------------------- Tellurian Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $139.79 million on $0 of total revenue for the three months ended June 30, 2024, compared to a net loss of $59.62 million on $0 of total revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $183.80 million on $0 of total revenue, compared to a net loss of $87.11 million on $0 of total revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $939.66 million in total assets, $384.88 million in total liabilities, and $554.77 million in total stockholders' equity. Tellurian said, "As of June 30, 2024, the Company has generated losses and cash outflows from operations. The Company has not yet established an ongoing source of revenues that is sufficient to satisfy our obligations and fund working capital needs as they become due during the twelve months following the issuance of the financial statements. These conditions raise substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/61398/000006139824000031/tell-20240630.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. The Company also owns upstream natural gas assets. As of Dec. 31, 2023, the Company's upstream natural gas assets consist of 30,034 net acres and interests in 161 producing wells located in the Haynesville Shale trend of northern Louisiana. Its Business may be developed in phases. 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. TERRASCEND INC: Incurs $6.24 Million Net Loss in Second Quarter --------------------------------------------------------------- Terrascend Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $6.24 million on $77.52 million of net revenue for the three months ended June 30, 2024, compared to a net loss of $13.48 million on $72.12 million of net revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $21.09 million on $158.16 million of net revenue, compared to a net loss of $36.25 million on $141.52 million of net revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $660.24 million in total assets, $434.10 million in total liabilities, and $226.15 million in total shareholders' equity. TerrAscend stated, "The Company previously concluded that substantial doubt existed as to its ability to continue as a going concern primarily due to the Company's current liabilities exceeding its current assets related to its loans maturing within the current year. On August 1, 2024, the Company entered into a four-year $140,000 senior secured term loan with an initial draw of $114,000 used to retire the majority of its loans coming due within the next year and a delayed draw of $26,000, expected to occur on September 30, 2024 which will be used to retire the Chicago Atlantic Term Loan resulting in positive net working capital for the Company... "Following the retiring and financing of the Company's loans coming due within the next year, along with its ability to identify access to future capital, and continued improvement in cash flow from the Company's consolidated operations, management has determined that substantial doubt no longer exists in the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1778129/000095017024093867/tsndf-20240630.htm About Terrascend Headquartered in Ontario, Canada, Terracend Corp. -- http://www.terrascend.com/-- is a TSX-listed cannabis company with interests across the North American cannabis sector, including vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California through TerrAscend Growth Corp. and retail operations in Canada through TerrAscend Canada Inc. TerrAscend operates The Apothecarium, Gage and other dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns or licenses several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Cookies, Lemonnade, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana, and Valhalla Confections. Toronto, Canada-based MNP LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has incurred a net loss from continuing operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TRINSEO PLC: Incurs $67.8 Million Net Loss in Second Quarter ------------------------------------------------------------ Trinseo PLC filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $67.8 million on $920 million of net sales for the three months ended June 30, 2024, compared to a net loss of $349 million on $962.6 million of net sales for the three months ended June 30, 2023. The second quarter results included a $13.5 million non-cash after-tax charge for an increase in valuation allowance on deferred tax assets in China. Adjusted EBITDA of $67 million, which included an unfavorable impact of $10 million from net timing, was $10 million above prior year with increases across all business segments except Plastics Solutions. For the six months ended June 30, 2024, the Company reported a net loss of $143.3 million on $1.82 billion of net sales, compared to a net loss of $397.9 million on $1.96 billion of net sales for the six months ended June 30, 2023. As of June 30, 2024, the Company had $2.85 billion in total assets, $662.1 million in total current liabilities, $2.60 billion in total noncurrent liabilities, and a total shareholders' deficit of $413.8 million. Commenting on the Company's second quarter performance, Frank Bozich, president and chief executive officer of Trinseo, said, "The market conditions that we saw at the end of the first quarter continued through the second quarter as expected, resulting in our highest Adjusted EBITDA quarter since the first half of 2022 despite the headwind from unfavorable net timing. We continued to see positive momentum in Engineered Materials as moderating input costs, normalization of MMA market dynamics, and steady demand for our downstream PMMA applications led the segment to record its highest sales volumes and Adjusted EBITDA since the second quarter of 2022. We continue to be pleased by the impact of our restructuring initiatives and the resulting improvements we are seeing in our financial results." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1519061/000155837024011273/tse-20240630x10q.htm About Trinseo Headquartered in Wayne, PA, Trinseo (NYSE: TSE)(www.trinseo.com), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking innovations and best-in-class materials to unlock value for companies and consumers. From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers' unique challenges in a wide range of industries, including building and construction, consumer goods, medical and mobility. Trinseo reported a net loss of $701.3 million in 2023 following a net loss of $430.9 million in 2022. * * * As reported by the TCR on May 30, 2023, S&P Global Ratings lowered its issuer credit rating on Trinseo PLC to 'CCC+' from 'B-'. S&P said, "The downgrade reflects that Trinseo has not yet addressed the upcoming maturity of its $661.7 million TLB, which becomes current in September, and that we anticipate weak 2023 earnings. UNITED PF: $116MM Bank Debt Trades at 29% Discount -------------------------------------------------- Participations in a syndicated loan under which United PF Holdings LLC is a borrower were trading in the secondary market around 70.5 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $116 million Term loan facility is scheduled to mature on December 29, 2028. The amount is fully drawn and outstanding. United PF Holdings, LLC operates fitness and recreation centers. VERDE RESOURCES: Names Jeremy Concannon as Chief Growth Officer --------------------------------------------------------------- Verde Resources, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective August 1, 2024, Jeremy P. Concannon will be appointed as Chief Growth Officer of the Company. The Company believes that the education, business and operational experience of Jeremy P. Concannon give him the qualifications and skills necessary to serve as CGO of the Company. Jeremy Concannon began his career in his family's business, progressing from entry-level roles to inside and outside sales. He played a key role in driving substantial growth, leading to the company's acquisition by a major strategic buyer. As Vice President of Sales, Jeremy led a high-performing team, managed the hiring and onboarding of top sales talent, and developed effective sales strategies. His leadership consistently delivered year-over-year growth and profitability, positioning the business as an industry leader. Jeremy is adept at developing and expanding sales teams, building cohesive, motivated groups focused on achieving sales success and company growth objectives. About Verde Resources Verde Resources, Inc. currently is engaged in the production and distribution of renewable commodities, distribution of THC-free cannabinoid (CBD) products, and real property holding. However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainable development with the world faced with challenges of climate change and environmental dehydration. The Company had announced the disposition of the mining business through the sale of the entire issued and paid-up share capital of CSB on March 13, 2023. The disposition of CSB was completed on April 20, 2023. In its Quarterly Report for the three months ended March 31, 2024, Verde Resources said that the ability of the Company to survive is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these, management intends to raise additional funds through public or private placement offerings, and related party loans. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. As of March 31, 2024, Verde Resources had $38.81 million in total assets, $2.69 million in total liabilities, and $36.12 million in stockholders' equity. VTV THERAPEUTICS: Incurs $5.18 Million Net Loss in Second Quarter ----------------------------------------------------------------- vTv Therapeutics Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the company of $5.18 million on $0 of revenue for the three months ended June 30, 2024, compared to a net loss attributable to the company of $5.62 million on $0 of revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss attributable to the company of $10.05 million on $1 million of revenue, compared to a net loss attributable to the company of $10.12 million on $0 of revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $46.46 million in total assets, $26.02 million in total liabilities, and $20.44 million in total stockholders' equity. The Company's cash position as of June 30, 2024, was $45.5 million compared to $9.4 million as of Dec. 31, 2023. The increase is attributed to receipt of the proceeds from the private placement financing on Feb. 27, 2024. As of June 30, 2024, the Company had an accumulated deficit of $291.3 million. Since its inception, the Company has experienced a history of negative cash flows from operating activities. The Company anticipates that it will continue to incur losses and negative cash flow from operations for the foreseeable future as it continues its clinical trials. Further, the Company expects that it will need additional capital to continue to fund its operations. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1641489/000164148924000061/vtvt-20240630.htm About vTv Therapeutics vTv Therapeutics Inc. is a late-stage biopharmaceutical company focused on developing oral, small molecule drug candidates. vTv's clinical pipeline is led by cadisegliatin, a potential adjunctive therapy to insulin for the treatment of type 1 diabetes. vTv and its development partners are investigating additional indications including type 2 diabetes and other chronic 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. WALGREENS BOOTS: Moody's Rates New Senior Unsecured Notes 'B1' -------------------------------------------------------------- Moody's Ratings assigned a B1 rating to Walgreens Boots Alliance, Inc.'s proposed senior unsecured notes, Net proceeds of the senior unsecured notes, along with cash on hand will be used to repay the company's 3.8% $1.156 billion senior unsecured notes due November 2024 and for general corporate purposes. Walgreens' other ratings remain unchanged, including its corporate family rating at Ba3, its probability of default rating at Ba3-PD, and its existing senior unsecured notes at B1. The company's speculative grade liquidity rating (SGL) remains unchanged at SGL-2. The rating outlook is stable. RATINGS RATIONALE Walgreens' Ba3 CFR reflects its large scale and leading market position as the second largest pharmacy chain in the US. The rating also indicates Moody's view of the drugstore industry which benefits from the aging of the US, UK and European populations which will likely increase long term use of prescription drugs. Moody's believe that demand for prescription drug medication is mostly resilient to recessionary pressures. The rating is also supported by Walgreens good liquidity, suspension of its share repurchase program and commitment to repaying debt. However, the industry continues to face ongoing reimbursement rate pressures and an evolving healthcare industry. Given ongoing operational challenges, Walgreens' debt/EBITDA is expected to remain very high at about 5.6x and interest coverage will remain weak below 1.5x at the end of fiscal 2024. Absent the mark to market loss add back on variable prepaid forward contracts, adjusted debt to EBITDA would be 5.5x for the LTM ending May 31, 2024. Walgreens faces significant execution risks as it seeks to turnaround its operating performance particularly in light of its new plan to close up to 25% (or about 2,200) of its underperforming stores within the competitive and highly complex retail drug store sector. The Ba3 rating is predicated on Moody's expectation that this level of weakness in credit metrics is temporary and that both metrics will improve in 2025 to levels more in line with a Ba rating. Walgreens' SGL-2 reflects good liquidity. The company's liquidity is largely supported by its $5.75 billion in fully available revolving credit facilities, which include a $2.25 billion revolver expiring in August 2026 and a $3.5 billion revolver expiring June 2027. Walgreens had $703 million of unrestricted cash at May 31, 2024. In addition, Walgreens has a large pool of unencumbered assets. The stable outlook reflects the company's good liquidity and Moody's belief that Walgreens' operating performance and metrics will strengthen over the next 12 months. The stable outlook also reflects Moody's expectation that Walgreens will address its upcoming debt maturities in a timely manner. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if Walgreens' strategic review results in material improvement in profitability that leads to a sustained improvement in credit metrics and consistently positive free cash flow. An upgrade would also require the company to maintain good liquidity, to address its upcoming maturities in a timely manner, and to demonstrate financial policies that support debt/EBITDA (including the present value of the opioid liability) sustained below 4.75x and EBITA to interest sustained above 2.25x. Ratings could be downgraded if Walgreens' strategic review does not result in steady operational improvement that leads to stronger credit metrics and sustained positive free cash flow. Ratings could also be downgraded should liquidity weaken, should financial policies become more aggressive or should the company fail to address its upcoming debt maturities in a timely manner. Quantitatively ratings could be downgraded if debt/EBITDA (including the present value of the opioid liability) is sustained above 5.5x or EBITA/interest is sustained below 1.75x. Walgreens Boots Alliance, Inc. is a global retail pharmacy operator. Walgreens together with the companies in which it has equity method investments has a presence in more than 8 countries, and has more than 12,500 locations. The company generated about $146 billion in annual revenue and $6.0 billion of EBITDA for the LTM ended May 31, 2024. The principal methodology used in this rating was Retail and Apparel published in November 2023. WHEEL PROS: S&P Cuts ICR to 'CC' On Likely Distressed Restructuring ------------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Wheel Pros Inc. to 'CC' from 'CCC+', with a negative outlook. S&P said, "At the same time we lowered our issue-level ratings on the company's first-in first-out (FILO) term loan to 'CCC' from 'B', newco first-lien term loan to 'CC' from 'CCC+', first-lien term loan to 'C' from 'CCC', newco second-lien notes to 'C' from 'CCC-', and senior unsecured notes to a 'C' from 'CCC-'. All recovery ratings are unchanged. "The negative outlook reflects the expectation that we would lower the ratings further upon a distressed exchange or default scenario. "We now expect a distressed restructuring on its debt obligations to be a virtual certainty given the company's constrained liquidity position and tough operating conditions. We believe the company will engage in debt restructuring to reduce interest expense and provide liquidity relief. We estimate the company ended first quarter 2024 with liquidity sources of about $61 million between cash on hand and revolver availability. We forecast significant cash burn in 2024 due to the company's high interest burden leading to a liquidity shortfall. Therefore, we now believe the company will face a liquidity shortfall without a debt restructuring. "The negative outlook signals that we could lower our ratings on Wheel Pros to 'SD' or 'D' if the company restructures its debt in a manner that we would consider as distressed and tantamount to default." WP NEWCO: $1.01BB Bank Debt Trades at 48% Discount -------------------------------------------------- Participations in a syndicated loan under which WP NewCo LLC is a borrower were trading in the secondary market around 51.9 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.01 billion Term loan facility is scheduled to mature on May 11, 2028. The amount is fully drawn and outstanding. WP Company LLC, doing business as The Washington Post, operates as a publishing company. The Company publishes new articles in the areas of politics, opinions, sports, current affairs, entertainment, and lifestyle. The Washington Post serves customers in the States of District of Columbia, Maryland, and Virginia. WW INTERNATIONAL: $945MM Bank Debt Trades at 73% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 26.9 cents-on-the-dollar during the week ended Friday, Aug. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $945 millionTerm loan facility is scheduled to mature on April 13, 2028. The amount is fully drawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. [*] 31st Distressed Investing Conference: Early Bird Discount! -------------------------------------------------------------- Registration is now open for the 31st Annual Distressed Investing Conference, presented by Beard Group, Inc. Access Early Bird discounted pricing through Sept. 16. This year's event is being sponsored by: * Kirkland & Ellis, LLP, as conference co-chair; * Foley & Lardner LLP, as conference co-chair; * Davis Polk & Wardwell LLP; * Hilco Global; * Locke Lord LLP; * Morrison & Foerster LLP; * Proskauer Rose LLP; * Skadden, Arps, Slate, Meagher & Flom LLP; * Wachtell, Lipton, Rosen & Katz; and * Weil, Gotshal & Manges LLP This year's Patron Sponsors: * C Street Advisory Group * Katten Muchin Rosenman LLP * Kobre & Kim This year's Media Partners: * BankruptcyData; * Debtwire; * Dow Jones * LevFin Insights; * PacerMonitor; and * Reorg This year's Knowledge Partner: * Creditor Rights Coalition Once a year, the top industry experts gather together to discuss the latest topics and trends in the distressed investing industry. This value-packed event features special presentations from keynote speakers, live panel discussions with industry experts and networking with other insolvency professionals. This in-person conference will be held Wed., Dec. 4, 2024 at The Harmonie Club in New York City. Visit https://www.distressedinvestingconference.com for more information. For sponsorship opportunities, please contact: Will Etchison Conference Producer Tel: 305-707-7493 E-mail: will@beardgroup.com [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US 78.5 (2.9) (0.9) ABEONA THERAPEUT ABEO US 74.8 (8.9) 54.8 AGENUS INC AGEN US 292.4 (220.8) (170.7) ALCHEMY INVESTME ALCYU US 122.6 (5.5) (0.5) ALCHEMY INVESTME ALCY US 122.6 (5.5) (0.5) ALNYLAM PHARMACE ALNY US 4,009.6 (3.1) 2,117.6 ALTRIA GROUP INC MO US 34,387.0 (2,966.0) (4,242.0) AMC ENTERTAINMEN AMC US 8,594.7 (1,696.6) (575.7) AMERICAN AIRLINE AAL US 64,125.0 (4,746.0) (9,815.0) AMNEAL PHARM INC AMRX US 3,509.9 (4.1) 371.1 APPIAN CORP-A APPN US 554.6 (45.7) 70.3 AQUESTIVE THERAP AQST US 117.6 (35.5) 90.1 AULT DISRUPTIVE ADRT/U US 1.0 (5.0) (2.4) AUTOZONE INC AZO US 17,108.4 (4,838.2) (1,903.1) AVEANNA HEALTHCA AVAH US 1,643.0 (136.3) (45.9) AVIS BUDGET GROU CAR US 33,882.0 (482.0) (406.0) BATH & BODY WORK BBWI US 5,221.0 (1,676.0) 696.0 BAUSCH HEALTH CO BHC US 26,495.0 (227.0) 842.0 BAUSCH HEALTH CO BHC CN 26,495.0 (227.0) 842.0 BELLRING BRANDS BRBR US 804.1 (243.2) 346.3 BEYOND MEAT INC BYND US 711.2 (590.0) 233.7 BIOCRYST PHARM BCRX US 467.9 (476.9) 327.2 BIOHARVEST SCIEN BHSC CN 17.5 (4.3) (7.8) BIOTE CORP-A BTMD US 160.1 (44.9) 90.3 BOEING CO/THE BA US 142,720.0 (17,982.0) 17,809.0 BOMBARDIER INC-A BBD/A CN 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-A BDRAF US 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-B BBD/B CN 12,603.0 (2,144.0) 283.0 BOMBARDIER INC-B BDRBF US 12,603.0 (2,144.0) 283.0 BOOKING HOLDINGS BKNG US 28,541.0 (4,276.0) 3,087.0 BRIDGEBIO PHARMA BBIO US 794.4 (1,082.1) 481.9 BRIDGEMARQ REAL BRE CN 181.1 (62.3) (86.2) BRIGHTSPHERE INV BSIG US 533.1 (18.8) - BRINKER INTL EAT US 2,495.7 (46.7) (408.2) CALUMET INC CLMT US 2,731.6 (284.1) (12.7) CARDINAL HEALTH CAH US 45,880.0 (3,262.0) (572.0) CARTESIAN THERAP RNAC US 325.2 (116.8) 74.5 CENTURION ACQUIS ALFUU US 0.5 (0.0) (0.5) CENTURION ACQUIS ALF US 0.5 (0.0) (0.5) CHENIERE ENERGY CQP US 17,515.0 (756.0) (658.0) CHOICE HOTELS CHH US 2,518.9 (146.8) (3.9) CHURCHILL CAPITA CCIXU US 0.2 (0.0) - CHURCHILL CAPITA CCIX US 0.2 (0.0) - CINEPLEX INC CGX CN 2,247.5 (14.1) (277.7) CINEPLEX INC CPXGF US 2,247.5 (14.1) (277.7) CLIPPER REALTY I CLPR US 1,274.6 (4.7) - COMMUNITY HEALTH CYH US 14,411.0 (879.0) 1,027.0 COMPOSECURE IN-A CMPO US 213.6 (197.4) 108.4 CONSENSUS CLOUD CCSI US 608.5 (124.4) 3.5 CONTANGO ORE INC CTGO US 66.2 (34.0) (23.7) COOPER-STANDARD CPS US 1,767.0 (160.9) 218.9 CPI CARD GROUP I PMTS US 319.8 (48.5) 106.9 CROSSAMERICA PAR CAPL US 1,164.7 (1.8) (36.6) DELEK LOGISTICS DKL US 1,623.3 (51.3) 26.5 DELL TECHN-C DELL US 80,190.0 (2,723.0) (13,107.0) DENNY'S CORP DENN US 459.9 (53.2) (60.9) DIGITALOCEAN HOL DOCN US 1,536.8 (253.8) 323.6 DINE BRANDS GLOB DIN US 1,693.5 (231.7) (74.6) DOMINO'S PIZZA DPZ US 1,856.0 (3,891.1) 478.3 DOMO INC- CL B DOMO US 204.4 (163.5) (94.0) DROPBOX INC-A DBX US 2,718.5 (371.3) 47.4 EMBECTA CORP EMBC US 1,267.5 (763.7) 410.4 ETSY INC ETSY US 2,448.1 (635.0) 794.5 EXCO RESOURCES EXCE US 1,032.7 (1,026.5) (421.2) FAIR ISAAC CORP FICO US 1,708.8 (829.3) 293.9 FERRELLGAS PAR-B FGPRB US 1,487.7 (262.7) 148.3 FERRELLGAS-LP FGPR US 1,487.7 (262.7) 148.3 FOGHORN THERAPEU FHTX US 255.0 (97.5) 159.5 GCM GROSVENOR-A GCMG US 497.3 (100.9) 84.5 GCT SEMICONDUCTO GCTS US 35.8 (62.4) (39.8) GENVOR INC GNVR US 0.0 (1.1) (1.1) GOAL ACQUISITION PUCKU US 4.0 (10.4) (12.7) GOOSEHEAD INSU-A GSHD US 338.2 (19.7) 6.3 GP-ACT III ACQUI GPATU US 1.3 (0.2) (1.2) GP-ACT III ACQUI GPAT US 1.3 (0.2) (1.2) GRAF GLOBAL CORP GRAF/U US 0.1 (0.2) (0.2) GRINDR INC GRND US 435.0 (41.7) 8.1 GUARDANT HEALTH GH US 1,609.3 (1.6) 1,088.4 H&R BLOCK INC HRB US 3,213.3 (129.8) 21.8 HAWAIIAN HOLDING HA US 4,242.8 (105.5) 155.0 HERBALIFE LTD HLF US 2,602.2 (1,037.2) 237.6 HILTON WORLDWIDE HLT US 15,737.0 (3,078.0) (1,537.0) HP INC HPQ US 37,433.0 (916.0) (6,246.0) ILEARNINGENGINES AILE US 111.8 (47.1) 39.8 IMMUNITYBIO INC IBRX US 400.7 (691.0) 142.0 INHIBRX BI INBX US 28.2 (10.8) (24.2) INSEEGO CORP INSG US 122.1 (105.6) 3.6 INSPIRED ENTERTA INSE US 331.1 (81.2) 50.0 INTUITIVE MACHIN LUNR US 170.8 (43.9) 10.9 IRONWOOD PHARMAC IRWD US 395.6 (321.7) 132.7 JACK IN THE BOX JACK US 2,745.2 (845.8) (249.2) LESLIE'S INC LESL US 1,105.2 (168.2) 171.1 LINDBLAD EXPEDIT LIND US 868.0 (116.5) (71.0) LOWE'S COS INC LOW US 45,365.0 (14,606.0) 3,244.0 MADISON SQUARE G MSGS US 1,388.5 (294.0) (275.9) MADISON SQUARE G MSGE US 1,458.6 (94.6) (295.0) MANNKIND CORP MNKD US 480.9 (230.0) 283.2 MARBLEGATE ACQ-A GATE US 7.1 (15.4) (0.3) MARBLEGATE ACQUI GATEU US 7.1 (15.4) (0.3) MARRIOTT INTL-A MAR US 25,740.0 (2,091.0) (4,783.0) MARTIN MIDSTREAM MMLP US 535.1 (57.9) 26.3 MATCH GROUP INC MTCH US 4,368.9 (130.1) 773.6 MBIA INC MBI US 2,304.0 (1,985.0) - MCDONALDS CORP MCD US 53,513.0 (4,833.0) (829.0) MCKESSON CORP MCK US 71,670.0 (1,381.0) (4,182.0) MEDIAALPHA INC-A MAX US 198.2 (78.0) 11.5 METTLER-TOLEDO MTD US 3,249.2 (152.8) (102.9) MSCI INC MSCI US 5,456.8 (734.5) (61.4) NATHANS FAMOUS NATH US 48.9 (32.9) 23.2 NEW ENG RLTY-LP NEN US 381.2 (69.0) - NOVAGOLD RES NG CN 121.6 (27.5) 110.1 NOVAGOLD RES NG US 121.6 (27.5) 110.1 NOVAVAX INC NVAX US 1,818.6 (431.7) 45.6 NUTANIX INC - A NTNX US 2,774.9 (619.5) 955.7 O'REILLY AUTOMOT ORLY US 14,393.2 (1,583.4) (2,443.7) OMEROS CORP OMER US 437.5 (71.3) 221.9 OTIS WORLDWI OTIS US 9,858.0 (4,882.0) (1,657.0) OUTLOOK THERAPEU OTLK US 59.0 (134.2) 3.7 PAPA JOHN'S INTL PZZA US 838.4 (445.2) (49.5) PHATHOM PHARMACE PHAT US 319.4 (148.5) 296.9 PHILIP MORRIS IN PM US 65,782.0 (7,942.0) (1,388.0) PITNEY BOWES INC PBI US 4,078.4 (427.9) (72.4) PLANET FITNESS-A PLNT US 2,974.0 (319.8) 221.7 PROS HOLDINGS IN PRO US 384.9 (83.0) 36.2 PTC THERAPEUTICS PTCT US 1,789.6 (893.9) 594.2 RAPID7 INC RPD US 1,526.6 (52.9) 95.8 RE/MAX HOLDINGS RMAX US 571.4 (69.2) 45.1 REDFIN CORP RDFN US 1,181.5 (12.8) 171.0 REVANCE THERAPEU RVNC US 494.8 (129.7) 256.5 RH RH US 4,186.5 (289.9) 179.5 RIGEL PHARMACEUT RIGL US 126.5 (31.7) 19.3 RINGCENTRAL IN-A RNG US 1,831.8 (328.8) 66.5 RMG ACQUISITION RMGUF US 7.0 (11.0) (7.5) RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5) RUBRIK INC-A RBRK US 1,166.4 (514.6) 114.9 SBA COMM CORP SBAC US 9,786.2 (5,275.9) (1,999.6) SCOTTS MIRACLE SMG US 3,489.3 (146.2) 684.0 SEAGATE TECHNOLO STX US 7,739.0 (1,491.0) 233.0 SEMTECH CORP SMTC US 1,376.5 (313.1) 314.4 SERVE ROBOTICS I SERV US 4.2 (8.8) (9.8) SIM ACQUISITION SIMAU US 0.1 (0.0) (0.1) SIRIUS XM HOLDIN SIRI US 11,185.0 (2,113.0) (1,458.0) SIX FLAGS ENTERT FUN US 2,347.8 (682.1) (268.5) SLEEP NUMBER COR SNBR US 883.6 (447.0) (723.2) SOLARMAX TECHNOL SMXT US 54.7 (0.6) (9.1) SPECTRAL CAPITAL FCCN US 0.0 (0.4) (0.4) SPIRIT AEROSYS-A SPR US 6,858.6 (1,513.5) 870.9 SQUARESPACE IN-A SQSP US 1,000.9 (242.9) (140.4) STARBUCKS CORP SBUX US 30,111.8 (7,937.4) (841.6) STARDUST POWER I SDST US 20.3 (1.2) (9.9) SYMBOTIC INC SYM US 1,558.4 379.3 323.2 SYNDAX PHARMACEU SNDX US 476.9 (608.5) 403.6 TEMPUS AI INC TEM US 469.3 (339.6) 57.0 TORRID HOLDINGS CURV US 479.7 (198.6) (40.0) TOWNSQUARE MED-A TSQ US 579.6 (64.1) 26.4 TPI COMPOSITES I TPIC US 715.4 (274.3) 0.7 TRANSDIGM GROUP TDG US 21,828.0 (2,510.0) 5,210.0 TRAVEL + LEISURE TNL US 6,693.0 (884.0) 675.0 TRISALUS LIFE SC TLSI US 17.9 (34.9) (1.2) TRIUMPH GROUP TGI US 1,492.8 (119.6) 446.6 TUCOWS INC-A TC CN 780.3 (15.9) 5.7 TUCOWS INC-A TCX US 780.3 (15.9) 5.7 UNISYS CORP UIS US 1,867.8 (160.6) 315.7 UNITED HOMES GRO UHG US 287.2 (4.7) 179.5 UNITED PARKS & R PRKS US 2,756.9 (364.9) (92.7) UNITI GROUP INC UNIT US 5,119.2 (2,492.4) - UROGEN PHARMA LT URGN US 200.6 (40.1) 170.4 VECTOR GROUP LTD VGR US 1,094.0 (713.3) 401.4 VERISIGN INC VRSN US 1,505.1 (1,816.4) (430.1) WAYFAIR INC- A W US 3,436.0 (2,760.0) (385.0) WINGSTOP INC WING US 451.8 (437.5) 78.3 WINMARK CORP WINA US 44.7 (42.2) 21.5 WORKIVA INC WK US 1,242.7 (77.7) 426.2 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 13,289.8 (902.0) 771.5 XPONENTIAL FIT-A XPOF US 475.2 (100.8) (6.1) YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0) YUM! BRANDS INC YUM US 6,395.0 (7,630.0) 499.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***