/raid1/www/Hosts/bankrupt/TCR_Public/240814.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, August 14, 2024, Vol. 28, No. 226
Headlines
200 ARPEGGIO: John Whaley Named Subchapter V Trustee
AFFORDABLE LOGISTICS: Starts Subchapter V Bankruptcy Process
AMTECH SYSTEMS: Reports $438,000 Net Income in Fiscal Q3
AQUA POOL: Christine Brimm Named Subchapter V Trustee
AQUABOUNTY TECHNOLOGIES: Reports Net Loss of $50.5MM in Fiscal Q2
ARCADIA BIOSCIENCES: Appoints CEO TJ Schaefer as Class I Director
ARCHROCK PARTNERS: S&P Rates New $500MM Sr. Unsecured Notes 'BB-'
ARCOSA INC: S&P Rates New Senior Unsecured Notes Due 2032 'B+'
ASM HOLDINGS: Leon Jones Named Subchapter V Trustee
AVENUE THERAPEUTICS: Posts $2.70 Million Net Loss in Second Quarter
AVON PRODUCTS: AIO US's Case Summary & 20 Top Unsecured Creditors
BARRISTER AND MANN: Michael Brummer Named Subchapter V Trustee
BETTER CHOICE: Closes Offering With Over-Allotment Option Exercised
BIOXCEL THERAPEUTICS: Reports Net Loss of $8.3 Million in Fiscal Q2
BLACK OAK: Case Summary & One Unsecured Creditor
BLACKBERRY LTD: CFO Tim Foote Discloses Stake in Form 3 Filing
BLACKBERRY LTD: SVP Jay Chai Discloses Stake in Form 3 Filing
BLACKPOINT CAPITAL: Commences Subchapter V Bankruptcy Process
BLINK FITNESS: Files for Chapter 11 Bankruptcy to Facilitate Sale
BLUE STAR: Registers 3.7MM Shares for Possible Resale by ClearThink
CAMBER ENERGY: NYSE Suspends Trading of Common Shares
CHALLENGE MULTIFAMILY: Unsecureds to Get $1K per Month in 60 Months
CHARLES-N-ANGEL'S: Unsecureds to Split $20K over 3 Years
COACH USA: A&G to Auction Eight Bus Terminals Across U.S.
CQENS TECHNOLOGIES: Shares Q2 Update, New Advisory Board Members
CUE HEALTH: Assets Up for Auction in Bankruptcy Sale
DEBORAH'S LLC: Files for Subchapter V Bankruptcy
DMD CUSTOM CRITICAL: Seeks Chapter 11 Bankruptcy Protection
EMERGENT BIOSOLUTIONS: Posts $283.1 Million Net Loss in Fiscal Q2
FINANCE OF AMERICA: Reports Second Quarter 2024 Results
GENESIS GLOBAL: Returns Digital Assets to Realbotix Amid Bankruptcy
GRIFFON CORP: S&P Alters Outlook to Positive, Affirms 'B+' ICR
GUARDIAN HEALTHCARE: Richland Healthcare Seeks Voluntary Chapter 11
HDT HOLDCO: S&P Cuts LT ICR to 'SD' Following Credit Agreement
HEYCART INC: Unsecureds' Recovery Lowered to 3.6% over 5 Years
INSYS: Trust Can Clawback $6 Mil. for Ex-CEO Defense Upheld
J.A. WALL TRUCKING: Gets OK to Sell Personal Property by Auction
JETBLUE AIRWAYS: S&P Lowers ICR to 'B-' on Loyalty Financing
JUHN AND STARK: Brenda Brooks Named Subchapter V Trustee
KIDWELL GROUP: Unsecureds to Get Share of Income for 3 Years
L.M. GRAHAM FAMILY: Kicks Off Subchapter V Bankruptcy
LAND & SEA INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
LEXARIA BIOSCIENCE: Wayne W. Boos Holds 5.79% Equity Stake
LINDSEY HEATING: Claims to be Paid From Ongoing Cash Flow
LL FLOORING: Faces Immediate NYSE Delisting After Bankruptcy Filing
MANGALAGIRI TEXTILE: Insolvency Resolution Process Case Summary
MARRIOTT OWNERSHIP: Moody's Cuts CFR to B1 & Unsecured Notes to B2
MBIA INC: Reports $255 Million Net Loss in Fiscal Q2
MIDCONTINENT COMMUNICATIONS: S&P Rates New Unsecured Notes 'B+'
MINIM INC: Jeremy Hitchcock Resigns as Co-CEO, Board Member
MOSS CREEK: S&P Rates New $750MM Senior Unsecured Notes 'B+'
NEUROONE MEDICAL: Inks $3MM Loan Agreement With Growth Opportunity
NEUROONE MEDICAL: Raises $2.65 Million in Private Placement
NEVADA COPPER: Enters Stalking Horse APA With Critical Materials
NUZEE INC: Expands Into Asian Markets With New Management
OUTFRONT MEDIA: Declares Quarterly Cash Dividend Payable Sept. 27
OUTFRONT MEDIA: Reports Second Quarter 2024 Results
PARAMOUNT RESOURCES: S&P Affirms 'BB-' ICR, Outlook Stable
PARKCHESTER ORAL: Unsecureds Will Get 10% of Claims over 5 Years
PARKLAND CORP: S&P Rates New US$500MM Senior Unsecured Notes 'BB'
PERASO INC: Extends Series B Warrants Expiration to Oct. 7
PHUNWARE INC: Incurs $2.63 Million Net Loss in Second Quarter
PLATINUM AIR: Unsecureds Will Get 30% Dividend over 60 Months
PRESTO AUTOMATION: Trading Moved to OTC After Nasdaq Delisting
RACKSPACE TECHNOLOGY: Posts $25 Million Net Income in 2nd Quarter
REMARK HOLDINGS: Trades $16.3M in Notes for Convertible Debentures
ROSSWOOD REALTY: Files for Chapter 11 Bankruptcy
SILVERBILLS INC: Commences Subchapter V Bankruptcy Proceeding
SINCLAIR BROADCAST: Reports $17 Million Net Income in Fiscal Q2
SINTX TECHNOLOGIES: Names Eric Olson as New CEO, President
SPLASH BEVERAGE: Issuance of Shares After Note Conversion Okayed
STEWARD HEALTH: Bankruptcy Court to Review Sale of Six Hospitals
STEWARD HEALTH: No Patient Care Concern at West Texas Facility
STEWARD HEALTH: No Patient Complaints at Central/North Florida
STEWARD HEALTH: No Patient Concerns at Southeast Texas Facility
STEWARD HEALTH: PCO Suzanne Koenig Submits First Report
STITCH ACQUISITION: S&P Upgrades ICR to 'CCC', Outlook Negative
SUNPOWER CORP: Faces Nasdaq Delisting Following Chapter 11 Petition
TERRAFORM LABS: Wind Down Approved, Amended Plan Filed
THERMOGENESIS HOLDINGS: Appoints Simon & Edward as New Auditor
TREES CORP: Reports $1.13 Million Net Loss in Second Quarter
TURNKEY SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
VIASAT INC: S&P Affirms 'B+' ICR Amid Competitive Conditions
W.R. GRACE & CO: Montana Court Stays 2 Cases v. Asbestos Trust
WYNN RESORTS: Posts $146.3 Million Net Income in Fiscal Q2
XTI AEROSPACE: Swaps Common Shares for Preferred Shares
*********
200 ARPEGGIO: John Whaley Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 21 appointed John Whaley, a practicing
accountant in Atlanta, Ga., as Subchapter V trustee for 200
Arpeggio Way, LLC.
Mr. Whaley will be paid an hourly fee of $410 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Whaley declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
John T. Whaley, CPA
P.O. Box 76362
Atlanta, GA 30358
Phone: 404-946-5272
Email: trustee@jtwcpa.net
About 200 Arpeggio Way
200 Arpeggio Way, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-58146) on August
6, 2024, with $500,001 to $1 million in both assets and
liabilities.
Brian S. Limbocker, Esq. at Limbocker Law Firm, LLC represents the
Debtor as legal counsel.
AFFORDABLE LOGISTICS: Starts Subchapter V Bankruptcy Process
------------------------------------------------------------
Affordable Logistics Inc. filed Chapter 11 protection in the
Southern District of New York. According to court documents, the
Debtor reports $2,112,105 in debt owed to 1 and 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
August 28, 2024 at 1:00 p.m. at Office of UST (TELECONFERENCE
ONLY).
About Affordable Logistics Inc.
Affordable Logistics Inc., doing business as Koski Trucking, is a
privately held trucking company.
Affordable Logistics Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-22668) on July 30, 2024. In the petition filed by Keith Koski,
as president, the Debtor reports total assets of $725,332 and total
liabilities of $2,112,105.
The Honorable Bankruptcy Judge Sean H. Lane handles the case.
The Debtor is represented by:
Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
AMTECH SYSTEMS: Reports $438,000 Net Income in Fiscal Q3
--------------------------------------------------------
Amtech Systems, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net income
of $438,000 on $26.7 million of net revenue for the three months
ended June 30, 2024, compared to a net loss of $1 million on $30.7
million of net revenue for the three months ended June 30, 2023.
For the nine months ended June 30, 2024, the Company has incurred a
net loss of $8 million on $77.1 million of net revenue, compared to
a net loss of $567,000 on $85.6 million of net revenue for the same
period in 2023.
"In the third quarter we continued to align our cost structure with
current market conditions and lay the foundation for meaningful
operating leverage as our markets recover. Revenue of $26.7
million exceeded the high-end of our guidance range, and we
achieved adjusted EBITDA of $2.3 million. This is the third
consecutive quarter of positive adjusted EBITDA and operating cash
flow. I am pleased that we are seeing the financial benefits of the
approximately $7 million of annualized operating cost reductions
taken over the past few quarters," commented Mr. Bob Daigle, Chief
Executive Officer of Amtech.
As of June 30, 2024, the Company had $127.1 million in total
assets, $45.3 million in total liabilities, and $81.7 million in
total shareholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/42k3k5fk
About Amtech Systems Inc.
Tempe, Ariz.-based Amtech Systems, Inc. is a global manufacturer of
capital equipment, including thermal processing, wafer polishing
and cleaning, and related consumables used in fabricating
semiconductor devices, such as silicon carbide (SiC) and silicon
power devices, analog and discrete devices, electronic assemblies,
and light-emitting diodes (LEDs). It sells these products to
semiconductor device and module manufacturers worldwide,
particularly in Asia, North America, and Europe.
At September 30, 2023, the Company was not in compliance with the
Debt to EBITDA and Fixed Charge Coverage Ratio financial covenants
under the Company's Loan and Security Agreement with UMB Bank, N.A.
dated as of January 17, 2023. On December 5, 2023, the Company
entered into a Forbearance & Modification Agreement with the Lender
pursuant to which the Lender agreed to forbear from exercising the
rights and remedies available to it as a result of such default.
The Company will be operating under the terms of the Forbearance
Agreement through January 17, 2025.
AQUA POOL: Christine Brimm Named Subchapter V Trustee
-----------------------------------------------------
Gerard Vetter, Acting U.S. Trustee for Region 4, appointed
Christine Brimm, Esq., as Subchapter V trustee for Aqua Pool Care,
Inc.
Ms. Brimm, a practicing attorney in Myrtle Beach, S.C., will be
paid an hourly fee of $350 for her services as Subchapter V trustee
and an hourly fee of $150 for paralegal services. In addition, the
Subchapter V trustee will receive reimbursement for work-related
expenses incurred.
Ms. Brimm declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Christine E. Brimm
P.O. Box 14805
Myrtle Beach, SC 29587
Telephone: 803-256-6582
Email: cbrimm@bartonbrimm.com
About Aqua Pool Care
Aqua Pool Care, Inc. specializes in building custom inground
swimming pools, swimming pool repair, vinyl liner replacement,
swimming pool renovation, including deck and tile work, and weekly
and bi-weekly swimming pool cleaning service. The company is based
in Easley, S.C.
Aqua Pool Care filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. S.C. Case No. 24-02858) on August 5,
2024, with $796,612 in assets and $1,215,376 in liabilities.
Richard K. Bishop, president, signed the petition.
Judge Helen E. Burris presides over the case.
W. Harrison Penn, Esq., at Penn Law Firm, LLC represents the Debtor
as bankruptcy counsel.
AQUABOUNTY TECHNOLOGIES: Reports Net Loss of $50.5MM in Fiscal Q2
-----------------------------------------------------------------
AquaBounty Technologies, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $50.5 million for the three months ended June 30, 2024,
compared to a net loss of $6.5 million for the three months ended
June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $61.7 million, compared to a net loss of $12.99 million for
the same period in 2023. As of June 30, 2024, the Company had $728
thousand in cash and cash equivalents.
Since inception, the Company has incurred cumulative net losses and
negative cash flows from operations and expects that this will
continue for the foreseeable future.
Management Commentary
"Our focus during the second quarter was securing a buyer for the
Indiana farm and continuing to explore a variety of financing
initiatives to maintain liquidity", said Dave Melbourne,
AquaBounty's President and Chief Executive Officer. "With the sale
of the Indiana farm now complete, we will continue to work with our
investment banking partner to extend our cash runway, including the
sale of additional equipment assets from our Ohio farm.
"While our net loss in the second quarter was up significantly,
driven in large part by the non-cash impairment charge taken
against our farm assets, the team continues to identify
opportunities to preserve cash and reduce operating expenses. We
completed a sale of conventional Atlantic salmon eggs from our
Prince Edward Island operations' winter spawn to a large net-pen
salmon farmer at the beginning of the quarter. In addition, we
have secured a large follow-up order from the same customer for
additional conventional eggs from our summer spawn. Our Research
and Development team made further progress in PEI on our breeding,
fish health and nutrition, and gene editing initiatives. This work
supports important advances that will be valuable for the future of
our business, supporting both traditional net-pen and land-based
farming operations", continued Melbourne.
"When I assumed the role as AquaBounty's CEO in June, I made it
clear that I would be fully committed to working with our dedicated
team to secure the future pathway forward for our Company and
stockholders. I remain resolute to this commitment. Our
leadership team, and broader organization, is working tirelessly to
stabilize the business in the short term and drive value creation
in the long-term. I look forward to sharing continued updates in
the future", concluded Melbourne.
As of June 30, 2024, the Company had $127.4 million in total
assets, $24.1 million in total liabilities, and $103.3 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mrxnu4zx
About AquaBounty
AquaBounty Technologies, Inc. -- http://www.aquabounty.com/-- has
been pursuing a growth strategy that includes the construction of
large-scale recirculating aquaculture system farms for producing
its GE Atlantic salmon. AquaBounty raises its fish in carefully
monitored land-based fish farms through a safe, secure, and
sustainable process. The Company's farm in Pioneer, Ohio is under
construction and roughly 30% complete, but construction activities
have been paused.
Baltimore, Maryland-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has incurred
cumulative operating losses and negative cash flows from operations
that raise substantial doubt about its ability to continue as a
going concern.
ARCADIA BIOSCIENCES: Appoints CEO TJ Schaefer as Class I Director
-----------------------------------------------------------------
Arcadia Biosciences, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on August 1, 2024,
the board of directors of the Company appointed Thomas J. Schaefer,
Arcadia's current president and chief executive officer, to serve
as a Class I director of the Company. The appointment fills a
vacancy on the Board resulting from Stanley Jacot's resignation
effective July 2, 2024.
Mr. Schaefer, 48, has served as Arcadia's president and chief
executive officer since July 5, 2022 and as Arcadia's chief
financial officer since January 2023. Mr. Schaefer joined Arcadia
in July 2020 as senior director of finance and served as vice
president of finance and investor relations for the Company until
his appointment as chief financial officer. Prior to that, Mr.
Schaefer was the director of finance at Flavor Producers, a
portfolio company owned by the private equity firm GTCR that
specializes in beverages and snacks, from June 2018 through July
2020. Prior to 2018, he held a number of finance roles with various
companies and worked as an equity research analyst with Edward
Jones early in his career. Mr. Schaefer, a chartered financial
analyst, earned a bachelor of business administration in economics
and finance from McKendree University in Lebanon, Illinois and a
master of business administration from the Marshall School of
Business at the University of Southern California.
About Arcadia
Headquartered in Dallas, Texas, Arcadia Biosciences, Inc. is a
producer and marketer of innovative, plant-based food and beverage
products. The Company has used non-genetically modified ("non-GMO")
advanced breeding techniques to develop these proprietary
innovations, which it is now commercializing through the sales of
seed and grain, food ingredients and products, trait licensing, and
royalty agreements. The acquisition of the assets of Live Zola, LLC
added coconut water to its portfolio of products.
As of March 31, 2024, the Company had $16.05 million in total
assets, $5.56 million in total liabilities, and $10.48 million in
total stockholders' equity.
Tempe, Arizona-based Deloitte & Touche LLP, the Company's auditor
since 2007, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has an accumulated
deficit, recurring net losses and net cash used in operations, and
resources that will not be sufficient to meet its anticipated cash
requirements, which raises substantial doubt about its ability to
continue as a going concern.
ARCHROCK PARTNERS: S&P Rates New $500MM Sr. Unsecured Notes 'BB-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Archrock Partners L.P.'s proposed $500 million
senior unsecured notes due 2032. The '3' recovery rating indicates
its expectation for meaningful recovery in the event of a payment
default. The partnership intends to use the proceeds from this
issuance to fund the cash portion of the consideration for the
Total Operations and Production Services LLC acquisition and to pay
related fees and expenses.
All of S&P's existing ratings on Archrock are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario considers a default in 2028
stemming from prolonged poor demand that reduces revenue because
its customers cannot meet their contractual agreements and do not
renew. This could occur because of extended weak demand for natural
gas exacerbated by excess equipment capacity in the market.
-- S&P's analysis also assumes a standard 60% draw on the
company's $750 million asset-based lending credit facility.
Simulated default assumptions
-- Simulated year of default: 2028
-- EBITDA at emergence: $284 million
-- EBITDA multiple: 7x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.89
billion
-- Secured first-lien debt claims: $460 million
-- Value available to senior unsecured debt claims: $1.43 billion
-- Senior unsecured debt claims: $1.86 billion
--Recovery expectations for senior unsecured debt: 50%-70%
(rounded estimate: 65%); capped at '3' recovery rating*
*Although recovery prospects reflect greater than 70% recovery for
unsecured holders, the recovery rating is capped at '3' for 'BB'
category entities. As such, the recovery expectations are also
capped, rounded to 65%.
All debt amounts include six months of prepetition interest.
ARCOSA INC: S&P Rates New Senior Unsecured Notes Due 2032 'B+'
--------------------------------------------------------------
S&P Global assigned its 'B+' issue-level rating and '6' recovery
rating to Arcosa Inc.'s proposed senior unsecured notes due 2032.
The '6' recovery rating indicates its expectation of negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a payment
default. The proposed notes will rank pari passu with the company's
existing senior unsecured notes. The company intends to use the
proceeds from this issuance to fund its purchase of previously
announced acquisition of Stavola Holding Corp.
ASM HOLDINGS: Leon Jones Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V trustee for ASM Holdings 64, LLC.
Mr. Jones will be paid an hourly fee of $475 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About ASM Holdings 64
ASM Holdings 64, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-58125) on
August 5, 2024, with $500,001 to $1 million in assets and $100,001
to $500,000 in liabilities.
Milton D. Jones, Esq., represents the Debtor as legal counsel.
AVENUE THERAPEUTICS: Posts $2.70 Million Net Loss in Second Quarter
-------------------------------------------------------------------
Avenue Therapeutics, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $2.70 million for the three months ended June 30, 2024, compared
to a net loss of $4.02 million for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $7.05 million, compared to a net loss of $11.62 million for
the six months ended June 30, 2023.
As of June 30, 2024, the Company had $4.99 million in total assets,
$1.16 million in total liabilities, and $3.83 million in total
stockholders' equity.
Going Concern
Avenue Therapeutics said, "The Company is not yet generating
revenue, has incurred substantial operating losses since its
inception and expects to continue to incur significant operating
losses for the foreseeable future as it executes on its product
development plan and may never become profitable. As of June 30,
2024, the Company had an accumulated deficit of $98.0 million. Due
to uncertainties regarding future operations of the Company for an
ongoing Phase 1b/2a trial of AJ201, a potential Phase 3 safety
study for IV tramadol, and the expansion of the Company's
development portfolio within neuroscience with the consummation of
the transaction with Baergic Bio, Inc. ("Baergic"), the Company
will need to secure additional funds through equity or debt
offerings, including through at-the-market ("ATM") offerings or
other potential sources, the timing of which is unknown at this
time. The Company will require additional funds to cover
operational expenses over the next 12 months. The Company cannot
be certain that additional funding will be available to it on
acceptable terms, or at all. These factors individually and
collectively cause substantial doubt about the Company's ability to
continue as a going concern to exist within one year from the date
of this report."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1644963/000143774924025880/atxi20240630_10q.htm
About Avenue Therapeutics
Avenue Therapeutics, Inc. is a specialty pharmaceutical company
focused on the development and commercialization of therapies for
the treatment of neurologic diseases. The Company's current
product candidates include AJ201 for the treatment of spinal and
bulbar muscular atrophy ("SBMA"), intravenous tramadol ("IV
tramadol") for the treatment of post-operative acute pain, and
BAER-101 for the treatment of epilepsy and panic disorders.
KPMG LLP, the Company's auditor since 2022, issued a "going
concern" qualification in its report dated March 18, 2024, citing
that the Company has incurred substantial operating losses since
its inception and expects to continue to incur significant
operating losses for the foreseeable future that raise substantial
doubt about its ability to continue as a going concern.
AVON PRODUCTS: AIO US's Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: AIO US, Inc.
4 International Drive, Suite 110
Rye Brook New York 10573
Business Description: The Debtors, together with their debtor and
non-debtor affiliates, are manufacturers and
marketers of beauty, fashion, and home
products with operations and customers
across the globe.
Chapter 11 Petition Date: August 12, 2024
Court: United States Bankruptcy Court
District of Delaware
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
AIO US, Inc. (Lead Debtor) 24-11836
Avon Products, Inc. 24-11837
Avon Capital Corporation 24-11839
MI Holdings, Inc. 24-11838
Judge: TBA
Debtors' Counsel: Zachary I. Shapiro, Esq.
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
David T. Queroli, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
E-mail: collins@rlf.com
merchant@rlf.com
shapiro@rlf.com
queroli@rlf.com
- and -
Ronit J. Berkovich, Esq.
Matthew P. Goren, Esq.
Alejandro Bascoy, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
E-mail: ronit.berkovich@weil.com
matthew.goren@weil.com
alejandro.bascoy@weil.com
Debtors'
Restructuring
Advisor: ANKURA CONSULTING GROUP, LLC
485 Lexington Avenue 10th Floor
New York, NY 10017
Debtors'
Investment
Banker and
Financial
Advisor: ROTHSCHILD & CO US INC.
1251 Avenue of the Americas
New York, NY 10020
Debtors'
Claims,
Noticing &
Solicitation
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
777 Third Avenue 12th Floor
New York, NY 10017
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions was signed by Philip J. Gund as chief restructuring
officer.
Full-text copies of two of the Debtors' petitions are available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/THGSMYY/AIO_US_Inc__debke-24-11836__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/TNLBTDY/Avon_Products_Inc__debke-24-11837__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Deutsche Bank Trust Unsecured Note $22,653,502
Company Americas
(Indenture Trustee)
60 Wall Street, 24th Floor
New York, New York 10005
2. Pension Benefit Pension $5,863,229
Guaranty Corporation
Attn.: General Counsel
445 12th Street SW
Washington, District of Columbia 20554
Phone: (800) 736‐2444
Email: CustomerService@pbgc.gov
3. HCL America Inc. Trade Payables $3,523,882
2600 Great America Way
Santa Clara, California 95054
Email: raghupathys@hcltech.com
4. KTJB LLC Litigation $3,000,000
c/o Lundin PLLC
Attn.: John Lundin, Esq.
405 Lexington Avenue, 26th Floor
New York, New York 10174
Phone: (212) 541‐2402
Email: jlundin@lundinpllc.com
5. 7 Third Avenue Leasehold Trade Payables $2,488,301
Attn.: Charles McClafferty
c/o Sage Realty Corporation, 5th Floor
New York, New York 10017
Email: cmcclafferty@sagerealtycorp.com
6. SLIP Participant – 1 Legacy Benefits
$1,811,988
ADDRESS ON FILE
7. South Carolina Department Litigation $1,000,000
of Health and Environmental Control
c/o Bureau of Land & Waste Management
Attn.: Carol Crooks
2600 Bull Street
Columbia, South Carolina 29201
Phone: (803) 898‐0810
Email: crookscl@dhec.sc.gov
8. SLIP Participant – 2 Legacy Benefits
$751,648
ADDRESS ON FILE
9. Kelmar Associates LLC Litigation $730,000
Attn.: Marsela Strakosha
500 Edgewater Drive, Suite 525
Wakefield, Massachusetts 01880
Phone: (781) 928‐9145
Email: marsela.strakosha@kelmarassoc.com
10. Occidental Chemical Corporation Litigation $720,000
c/o Archer & Grenier, P.C.
Attn.: John McDermott, Esq.
One Centennial Square
Haddonfield, New Jersey 08033
Phone: (856) 795‐2121
Email: jmcdermott@archerlaw.com
11. Colorado Department of Revenue Tax Audit $500,000
1881 Pierce Street
Denver, Colorado 80214
12. Foley & Mansfield, PLLP Trade Payables $424,335
250 Marquette Avenue South, Suite 1200
Minneapolis, Minnesota 55401
13. Shook, Hardy & Bacon L.L.P. Trade Payables $357,912
2555 Grand Boulevard
Kansas City, Missouri 64108
14. SLIP Participant – 3 Legacy Benefits
$350,000
ADDRESS ON FILE
15. Landman Corsi Balliane & Ford P.C. Trade Payables $329,044
One Gateway Center
Newark, New Jersey 07102
16. DCP Participant – 1 Legacy Benefits
$240,350
ADDRESS ON FILE
17. Hogan Lovell Int. LLP – Germany Trade Payables
$153,373
18. BRP Participant – 1 Legacy Benefits
$112,020
ADDRESS ON FILE
19. BRP Participant – 2 Legacy Benefits
$107,962
ADDRESS ON FILE
20. Bottomline Technologies Trade Payables $106,300
325 Corporate Drive
Portsmouth, New Hampshire 03801
The Debtors noted that the list of Top 20 Unsecured Creditors does
not include Talc Claims.
BARRISTER AND MANN: Michael Brummer Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Michael Brummer of Michael
Brummer & Associates as Subchapter V trustee for Barrister and
Mann, LLC.
Mr. Brummer will be paid an hourly fee of $225 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brummer declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael Brummer
Michael Brummer & Associates
168 Farber Lane
Williamsville, New York 14221
Email: Mikebrummer18@gmail.com
Telephone: (716) 479-7980
About Barrister and Mann
Barrister and Mann, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
24-60635) on August 5, 2024, with $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Michael Leo Boyle, Esq., at Boyle Legal, LLC represents the Debtor
as bankruptcy counsel.
BETTER CHOICE: Closes Offering With Over-Allotment Option Exercised
-------------------------------------------------------------------
Better Choice Company Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on August 2,
2024, pursuant to and in compliance with the terms and conditions
of the Underwriting Agreement and the Offering, ThinkEquity LLC
provided notice that they would exercise the Over-allotment Option
to purchase 100,000 shares of Common Stock at $3.00 per share. The
sale of 100,000 shares of Common Stock in connection with the
exercise of the Over-Allotment Option closed on August 2, 2024. The
Company has received gross proceeds of approximately $5.3 million
for the Offering to date, including in connection with the exercise
of the Over-Allotment Option, prior to deducting underwriting
discounts and commissions and offering expenses payable by the
Company.
As previously reported, on July 29, 2024, the Company entered into
an Underwriting Agreement with ThinkEquity LLC, for an underwritten
public offering of 639,000 shares of the Company's common stock,
par value $0.001 per share at a public offering price of $3.00 per
share and pre-funded warrants to purchase 1,028,000 shares of
Common Stock at a public offering price of $2.99 per Pre-Funded
Warrant, for aggregate gross proceeds of approximately $5 million
prior to deducting underwriting discounts, commissions, and other
offering expenses. In addition, the Company granted the Underwriter
a 45-day option to purchase an additional 100,000 shares of Common
Stock, at the public offering price per share, less the
underwriting discounts and commissions, to cover over-allotments.
The Securities were offered and sold to the public pursuant to the
Company's registration statement on Form S-1 (File No. 333-280714),
filed by the Company with the Securities and Exchange Commission on
July 8, 2024, as amended, which became effective on July 29, 2024.
About Better Choice
Headquartered in Tampa, Florida, Better Choice Company Inc. --
http://www.betterchoicecompany.com/-- is a pet health and wellness
company committed to leading the industry shift toward pet products
and services that help dogs and cats live healthier, happier, and
longer lives. The Company sells its premium and super-premium
products under the Halo brand umbrella, including Halo Holistic,
Halo Elevate, and the former TruDog brand, which has been rebranded
and successfully integrated under the Halo brand umbrella during
the third quarter of 2022.
Better Choice Company had a net loss available to common
stockholders of $22.8 million for the year ended December 31, 2023,
compared to a net loss of $39.3 million in 2022. As of March 31,
2024, Better Choice Company had $15.44 million in total assets,
$14.32 million in total liabilities, and $1.13 million in total
stockholders' equity.
Tampa, Florida-based BDO USA, P.C., the Company's auditor since
2021, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company has continually incurred
operating losses, has an accumulated deficit, and failed to meet
certain financial covenants as of Dec. 31, 2023. These matters
create substantial doubt about the Company's ability to continue as
a going concern for a period of twelve months from the date these
consolidated financial statements are issued.
BIOXCEL THERAPEUTICS: Reports Net Loss of $8.3 Million in Fiscal Q2
-------------------------------------------------------------------
BioXcel Therapeutics, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $8.3 million on $1.1 million of net product revenue for
the three months ended June 30, 2024, compared to a net loss of
$53.5 million on $457,000 of net product revenue for the three
months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $35.1 million on $1.7 million of net product revenue,
compared to a net loss of $106.3 million on $663,000 of net product
revenue for the same period in 2023.
As of June 30, 2024, the Company had $65.4 million in total assets,
$139.7 million in total liabilities, and $74.3 million in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/4rbp86us
About BioXcel Therapeutics, Inc.
Headquartered in New Haven, Conn., BioXcel Therapeutics, Inc. is a
biopharmaceutical company utilizing artificial intelligence to
develop transformative medicines in neuroscience and, through the
Company's wholly owned subsidiary, OnkosXcel Therapeutics LLC,
immuno-oncology. The Company employs various AI platforms to reduce
therapeutic development costs and potentially accelerate
development timelines.
Stamford, Conn.-based Ernst & Young LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 22, 2024, citing that the Company has suffered
recurring losses from operations, has used significant cash in
operations, and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
BLACK OAK: Case Summary & One Unsecured Creditor
------------------------------------------------
Debtor: Black Oak Global, LLC
1048 Irvine Ave #1550
Newport Beach, CA 92660
Chapter 11 Petition Date: August 12, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-12016
Judge: Hon. Scott C Clarkson
Debtor's Counsel: Robert K. Kent, Esq.
LAW OFFICES OF ROBERT K. KENT
578 Washington Blvd., Suite 380
Marina del Rey, CA 90292
Tel: 310-597-1622
Email: rkentlaw@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald L. Meer, manager of Black Oak
Global, LLC.
The Debtor listed Ultralight Residential Solar, LLC, P.O. Box
82387, Austin, TX 78708-2387 as its sole unsecured creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CLQH2DY/Black_Oak_Global_LLC__cacbke-24-12016__0001.0.pdf?mcid=tGE4TAMA
BLACKBERRY LTD: CFO Tim Foote Discloses Stake in Form 3 Filing
--------------------------------------------------------------
Tim Foote, Chief Financial Officer of BlackBerry Limited, filed a
Form 3 Report with the U.S. Securities and Exchange Commission,
disclosing direct beneficial ownership of 4,802 common shares and
performance-based restricted share units totaling 4,814 shares,
along with an aggregate of 84,143 shares restricted share units.
A full-text copy of Mr. Foote's SEC Report is available at:
https://tinyurl.com/3dpbzwhd
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.
BLACKBERRY LTD: SVP Jay Chai Discloses Stake in Form 3 Filing
-------------------------------------------------------------
Jay P. Chai, Senior Vice President and Chief Accounting Officer of
BlackBerry Limited, filed a Form 3 Report with the U.S. Securities
and Exchange Commission, disclosing direct beneficial ownership of
17,847 common shares and performance-based restricted share units
totaling 549 shares, along with an aggregate of 22,805 shares
restricted share units.
A full-text copy of Mr. Chai's SEC Report is available at:
https://tinyurl.com/3dn2yp9e
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.
BLACKPOINT CAPITAL: Commences Subchapter V Bankruptcy Process
-------------------------------------------------------------
Blackpoint Capital LLC filed Chapter 11 protection in the Southern
District of Florida. According to court filing, the Debtor reports
$1,101,890 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
August 30, 2024 at 11:00 a.m. in Room Telephonically.
About Blackpoint Capital LLC
Blackpoint Capital LLC, doing business as Blackpoint Funding LLC,
is a financial institution in Florida.
Blackpoint Capital LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-17836)
on July 31, 2024. In the petition filed by Josie Williams, as
manager, the Debtor reports total assets of $1,154,196 and total
liabilities of $1,101,890.
Honorable Bankruptcy Judge Scott M. Grossman oversees the case.
The Debtor is represented by:
Jason E. Slatkin, Esq.
LORIUM LAW
101 NE 3rd Ave
Suite 1800
Fort Lauderdale, FL 33301
Tel: 954-462-8000
Email: jslatkin@loriumlaw.com
BLINK FITNESS: Files for Chapter 11 Bankruptcy to Facilitate Sale
-----------------------------------------------------------------
Blink Fitness, the affordable fitness brand known for its
commitment to an all-inclusive and inviting environment, Aug. 12,
announced that the Company has made the strategic decision to
execute an efficient and value-maximizing sale process to optimize
its footprint and position the business for long-term success. To
facilitate the sale process, Blink has voluntarily filed for
protection under Chapter 11 of the U.S. Bankruptcy Code in the
District of Delaware.
Throughout its sale process, Blink intends to continue to provide
members with the high-quality fitness experience they have come to
expect. The Company remains committed to its recently announced
strategic initiatives to reinvigorate its most popular gyms,
elevate its member experience and deepen its community connections,
with a continued focus on democratizing fitness for all.
Blink has demonstrated continuous improvement in its financial
performance over the past two years with revenue increasing by
nearly 40%. In 2024, the Company expects to build on this momentum
and deliver the best top and bottom line performance over the last
five years.
"Over the last several months, we have been focused on
strengthening Blink's financial foundation and positioning the
business for long-term success," said Guy Harkless, President and
Chief Executive Officer of Blink Fitness." After evaluating our
options, the Board and management team determined that using the
court-supervised process to optimize the Company's footprint and
effectuate a sale of the business is the best path forward for
Blink and will help ensure Blink remains the destination for all
people seeking an inclusive, community-focused gym. We thank our
entire corporate and gym team for their continued dedication to our
members, as well as our vendors and partners for their ongoing
support. We look forward to emerging from this process as an even
stronger business."
In connection with the court-supervised process, Blink has received
a commitment of $21 million in new debtor-in-possession financing
from its existing lenders. Once approved by the Court, this new
financing, combined with cash generated from the Company's ongoing
operations, will support the business during this process.
Blink Fitness has filed certain customary motions with the Court
seeking approval to continue to support its operations during the
court-supervised process, including paying employee wages and
benefits without interruption. The Company intends to pay vendors
and suppliers in full under normal terms for goods and services
provided on or after the filing date.
Additional information regarding the Company's court-supervised
process is available at Blink's restructuring website,
BlinkFitnessFuture.com.
Court filings and other information related to the proceedings are
available on a separate website administered by the Company's
claims agent, Epiq, at https://dm.epiq11.com/BlinkFitness or at
877-607-9009 (for toll-free U.S. and Canada calls) or
1-971-365-4515.
Advisors
Blink Fitness is represented by Young Conaway Stargatt & Taylor,
LLP as legal advisor, Moelis & Company as financial advisor and
Portage Point Partners as restructuring advisor, with Steven
Shenker serving as Chief Restructuring Officer.
About Blink Fitness
Blink Fitness - a premium and affordable fitness brand known for
its commitment to an all-inclusive environment - is the gym for
"every body" who wants to feel their best and improve their life
through fitness. Blink provides a super-friendly and squeaky-clean
experience with more than 100 locations throughout New York, New
Jersey, Pennsylvania, California, Illinois, Massachusetts, and
Texas. Blink has been ranked on the Inc. 5000 list four times, was
recognized as one of the top health clubs by Club Industry, and has
been acknowledged for its affordability on "best gym" lists by
Men's Health, Sports Illustrated, Time Out New York, Byrdie, and
Forbes Health.
BLUE STAR: Registers 3.7MM Shares for Possible Resale by ClearThink
-------------------------------------------------------------------
Blue Star Foods Corp. filed a preliminary prospectus on Form S-1
with the U.S. Securities and Exchange Commission relating to the
potential offer and resale by the selling stockholder ClearThink
Capital Partners, LLC or their permitted transferees of 3,743,000
shares of the Company's common stock, $0.0001par value per share,
issuable pursuant to that certain purchase agreement (the "ELOC
Purchase Agreement") dated May 16, 2023, by and between ClearThink
and the Company.
The Selling Stockholder, or their respective transferees, pledgees,
donees or other successors-in-interest, may sell the Common Stock
through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately
negotiated prices. The Selling Stockholder may sell any, all or
none of the securities offered by this prospectus, and the Company
does not know when or in what amount the Selling Stockholder may
sell their shares of Common Stock hereunder following the effective
date of this registration statement.
There is currently a limited public trading market for Blue Star's
Common Stock.
Blue Star's Common Stock is listed on the Nasdaq Capital Market
under the symbol "BSFC." The last reported sale price of common
stock on the Nasdaq Capital Market on August 2, 2024, was $1.85 per
share. ClearThink is an "underwriter" within the meaning of Section
2(a)(11) of the Securities Act. The additional Selling Stockholder
is or may be an "underwriter" within the meaning of Section
2(a)(11) of the Securities Act.
Blue Star is registering the shares of Common Stock on behalf of
the Selling Stockholder, to be offered and sold by them from time
to time, and will not receive any proceeds from the sale of the
Common Stock by the Selling Stockholder in the offering described
in this prospectus. Blue Star have agreed to bear all of the
expenses incurred in connection with the registration of the Common
Stock. The Selling Stockholder will pay or assume discounts,
commissions, fees of underwriters, selling brokers or dealer
managers and similar expenses, if any, incurred for the sale of the
Common Stock.
A full-text copy of the preliminary prospectus is available at:
https://tinyurl.com/ssnrbe9r
About Blue Star Foods Corp.
Blue Star Foods Corp., headquartered in Miami, Florida, is an
international seafood company that imports, packages, and sells
refrigerated pasteurized crab meat and other premium seafood
products. The Company's current source of revenue is from importing
blue and red swimming crab meat primarily from Indonesia, the
Philippines, and China, and distributing it in the United States
and Canada under several brand names such as Blue Star, Oceanica,
Pacifika, Crab & Go, First Choice, Good Stuff, and Coastal Pride
Fresh. The Company also distributes steelhead salmon and rainbow
trout fingerlings produced under the brand name Little Cedar Farms
for distribution in Canada. The Company sells primarily to food
service distributors, wholesalers, retail establishments, and
seafood distributors.
Blue Star reported a net loss of $4.47 million for the year ended
Dec. 31, 2023, compared to a net loss of $13.19 million for the
year ended Dec. 31, 2022. As of March 31, 2024, the Company had
$6.86 million in total assets, $4.28 million in total liabilities,
and $2.58 million in total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
CAMBER ENERGY: NYSE Suspends Trading of Common Shares
-----------------------------------------------------
Camber Energy, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on August 7, 2024, the
Company received notice from the NYSE Regulation that it had
suspended trading of the Company's common stock and determined to
commence proceedings to delist the Company's common stock from the
NYSE American as a result of its determination that the Company is
no longer suitable for listing pursuant to Section 1003(f)(v) of
the NYSE American Company Guide due to the low selling price of the
Company's common stock.
The Company has a right to a review of the staff's determination to
delist the Company's common stock by the Listings Qualifications
Panel of the Committee for Review of the Board of Directors of the
NYSE American. The Company intends to request a review of the
staff's determination and appeal this determination, however, there
can be no assurance that the appeal will be successful. The NYSE
will apply to the Securities and Exchange Commission to delist the
Company's common stock pending completion of applicable procedures,
including any appeal by the Company of the staff's determination.
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy-- is a growth-oriented diversified energy
company. Through its majority-owned subsidiaries, the Company
provides custom energy and power solutions to commercial and
industrial clients in North America and has a majority interest in:
(i) an entity with intellectual property rights to a fully
developed, patented, proprietary Medical and Bio-Hazard Waste
Treatment system using Ozone Technology; and (ii) entities with the
intellectual property rights to fully developed, patented, and
patent-pending proprietary Electric Transmission and Distribution
Open Conductor Detection Systems. Additionally, the Company holds a
license to a patented clean energy and carbon-capture system with
exclusivity in Canada and for multiple locations in the United
States. Various of the Company's other subsidiaries own interests
in oil properties in the United States. The Company is also
exploring other renewable energy-related opportunities and/or
technologies, which are currently generating revenue or have a
reasonable prospect of generating revenue within a reasonable
period of time.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated March 25, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a
going concern.
CHALLENGE MULTIFAMILY: Unsecureds to Get $1K per Month in 60 Months
-------------------------------------------------------------------
Challenge Multifamily Construction, Inc. and Javier Garza filed
with the U.S. Bankruptcy Court for the Southern District of Texas a
Joint Disclosure Statement describing Plan of Reorganization dated
July 24, 2024.
Javier Garza is the sole shareholder of Challenge. He began his
journey in "Framework" Construction in 1988, when he was just a
young man.
Challenge is a Texas Corporation that provides commercial framing
operations in Texas, primarily for apartment complexes. Since 2013,
the name of CMC, Inc. grew, as word of mouth regarding its great
quality of work travelled from one general contractor to another.
Challenge went on to subcontract with many general contractors
including Smithers Merchant Builders., Duke Inc., General
Contractors, SCI Construction, Ltd., APT Project, LLC. And NE
Construction LLP, just to name a few.
In 2016 Javier Garza hired Matthew Montalvo to work in office in
the accounts receivable department. In January of 2023, the company
accountant noticed odd checks were being made to Matthew and this
was brought to Garzas' attention. By this time the damage had been
done. Challenge started to investigate how long this has been going
on and discovered that over a 4-year period Matthew forged $1.1
Million dollars' worth of checks to himself.
Once Matthew was fired, Challenge began to feel the after math.
Challenge was left to try to repair all the damage that was caused
which put Challenge in a bind with all the vendors to be paid. All
of 2023 was a complete struggle, having to explain to the general
contractors and vendors why Challenge was so behind in its work.
The Chapter 11 Bankruptcy was filed to obtain time to reorganize
and get the company back into profitability.
Class 4(a) consists of Challenge Non-Priority General Unsecured
Claims. These non-priority general unsecured creditors will be paid
a total of $1,000 per month on a pro rata basis for 60 months, with
the first monthly payment being due and payable on the 15th day of
the first full month following 60 days after the confirmation
hearing. All allowed unsecured claims will be paid in class 4(a).
The remaining balance due these creditors at the end of the 60
months will be discharged.
Class 4(b) consists of Garza Non-Priority General Unsecured Claims.
These non-priority general unsecured creditors will be paid a total
of $1,000 per month on a pro rata basis for 60 months, with the
first monthly payment being due and payable on the 15th day of the
first full month following 60 days after the confirmation hearing.
All allowed unsecured claims will be paid in class 4(b). The
remaining balance due these creditors at the end of the 60 months
will be discharged. The Class 4 Claims are impaired.
Class 5 consists of Equity Interest Owners of Challenge. Javier
Garza is the sole shareholder of Challenge. Mr. Garza has agreed to
waive the Debtor's indebtedness to him and take nothing under the
Plan. This class is impaired.
Pursuant to the provisions of Sections 1141(b) and 1141(c) of the
Bankruptcy Code, all assets of the Debtors that remain will vest in
the respective Reorganized Debtor on the Effective Date free and
clear of all Claims, Liens, encumbrances, charges and other
interests of the holders of Claims and Equity Interests, except as
otherwise provided in the Plan.
Upon the Effective Date of the Plan, the each Reorganized Debtor
will be free to conduct its business, manage its affairs, and enter
into transactions without restriction or limitation imposed under
any provision of the Bankruptcy Code, except to the extent
otherwise provided in the Plan. Except for provisions dealing with
payments to holders of Claims, the Plan does not contain any
limitations with respect to the Debtor's future operation of its
business(es).
A full-text copy of the Joint Disclosure Statement dated July 24,
2024 is available at https://urlcurt.com/u?l=0SmQWX from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Julie M. Koenig, Esq.
COOPER & SCULLY, P.C.
815 Walker St., Suite 1040
Houston, TX 77002
Tel: (713) 236-6800
Fax: (713) 236-6880
Email: julie.koenig@cooperscully.com
About Challenge Multifamily Construction, Inc.
The Debtor specializes in senior care and multifamily wood framing
construction.
Challenge Multifamily Construction, Inc. in Rosenberg TX, filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 24-30391) on February 1, 2024, listing $2,157,101 in assets and
$4,229,865 in liabilities. Javier Garza as president, signed the
petition.
Judge Eduardo V Rodriguez oversees the case.
COOPER & SCULLY, P.C. serve as the Debtor's legal counsel.
CHARLES-N-ANGEL'S: Unsecureds to Split $20K over 3 Years
--------------------------------------------------------
Charles-N-Angel's, LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Subchapter V Plan of Reorganization
dated July 23, 2024.
The Debtor was organized in 2019 by Charles Rankin and Angel
Areizaga for the purpose of owning and operating a single
Jeremiah's Italian Ice, Gelati, and Soft Serve Ice Cream at a
retail storefront located at: 1301-1 Summerlin Road, Fort Myers,
Florida 33919 which is leased from Publix Supermarkets.
Due to slower than anticipated foot-traffic in and around its ice
cream shop, Debtor fell behind on certain obligations owed to
Byline Bank and its landlord. Another Jeremiah's location – not
owned by the Debtor (in Cape Coral) - likewise suffered from slower
than anticipated foot-traffic ultimately closing its doors.
Closure of the Cape Coral Jeremiah's location has had a recent
positive effect on Debtor's business which it anticipates will
persist. A new restaurant is also scheduled to open in Debtor's
shopping center in July which the Debtor believes will lead to more
sales.
The Debtor filed for bankruptcy to assess claims, assume its
storefront lease, and franchise agreement, and ultimately propose a
plan to address its obligations. Debtor submits this Plan to
facilitate its reorganization for the benefit of its estate and
creditors.
Class 3 consists of all Allowed General Unsecured Claims against
the Debtor. The Debtor's projected disposable income is $19,582.11.
In full satisfaction of the Allowed Class 2 General Unsecured
Claims, Holders of Class 2 Claims shall receive a pro rata share of
Distributions totaling $20,000.00 paid pursuant to the following
payment schedule, which payments shall commence on the Effective
Date:
* Quarters 1 through 4 (Plan Year 1): $1,666.67 per quarter.
* Quarters 5 through 8 (Plan Year 2): $1,666.67 per quarter.
* Quarters 9 through 12 (Plan Year 3): $1,666.67 per quarter.
In a liquidation scenario, the value received by holders of Allowed
Class 3 Claims would be $0.00. In addition to the annual
Distributions outlined herein, Class 3 Claimholders shall also
receive a pro rata share of the net proceeds recovered from all
Causes of Action after payment of professional fees and costs
associated with such collection efforts, and after Administrative
Claims and Priority Claims are paid in full. The maximum
Distribution to Class 3 Claimholders shall be equal to the total
amount of all Allowed Class 3 General Unsecured Claims. Class 3 is
Impaired.
Class 4 consists of all equity interests in the Debtor. Class 4
Interest Holders shall retain their respective Interests in the
same proportions such Interests were held as of the Petition Date
(i.e., 50% Interest retained by Mr. Rankin and 50% Interest
retained by Mr. Areizaga). Class 4 is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's post-confirmation
business will mainly involve continued operation of its food
service business, the income from which will be committed to make
the Plan Payments to the extent necessary.
Funds generated from the Debtor's operations through the Effective
Date will be used for Plan Payments; however, the Debtor's cash on
hand as of Confirmation will be available for payment of
Administrative Expenses.
A full-text copy of the Subchapter V Plan dated July 23, 2024 is
available at https://urlcurt.com/u?l=flHiV5 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Daniel A. Velasquez, Esq.
Benjamin R. Taylor, Esq.
LATHAM, LUNA, EDEN & BEAUDINE, LLP
201 S. Orange Ave., Suite 1400
Orlando, Florida 32801
Telephone: 407-481-5800
Facsimile: 407-481-5801
About Charles-N-Angel's LLC
Charles-N-Angel's LLC was organized in 2019 by Charles Rankin and
Angel Areizaga for the purpose of owning and operating a single
Jeremiah's Italian Ice, Gelati, and Soft Serve Ice Cream at a
retail storefront located at: 1301-1 Summerlin Road, Fort Myers,
Florida 33919.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 2:24-bk-00809-FMD) on
June 3, 2024. In the petition signed by Angel Areizaga, managing
member, the Debtor disclosed up to $100,000 in assets and up to
$500,000 in liabilities.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
COACH USA: A&G to Auction Eight Bus Terminals Across U.S.
---------------------------------------------------------
A&G Real Estate Partners, in its capacity as real estate advisor to
passenger transportation and mobility services provider Coach USA,
on Aug. 13 announced the upcoming auction of eight bus terminals
across the United States, as part of the company's expedited
financial restructuring.
The bid deadline is August 28, 2024, subject to court approval of
bid procedures. Paramus, N.J.-base Coach USA this past June
announced that it had commenced voluntary Chapter 11 proceedings in
the U.S. Bankruptcy Court for the District of Delaware, with a goal
of preserving jobs, ensuring continued service and maximizing the
value of its businesses.
The company continues to operate as normal and remains focused on
safely serving customers across North America.
"These eight bus terminals offer ample space for parking, storage
and repair/maintenance, and they also boast strategic locations
near airports, highways and major U.S. markets," said Emilio
Amendola, Co-President of A&G Real Estate Partners and head of the
firm's real estate sales division. "Bus and trucking companies
already are expressing strong interest in these sites."
The terminals are located in:
-- California (Bakersfield)
-- Maryland (Landover)
-- New Jersey (Paulsboro, Elizabeth)
-- Ohio (Columbiana)
-- Pennsylvania (Fairview)
-- Texas (Austin and Houston).
"These assets offer attractive rents, and the Elizabeth location is
adjacent to the Port of Newark, with very significant remaining
term adding to the appeal," said Chief Restructuring Officer
Spencer M. Ware, Partner, CR3 Partners, LLC. "It's a tremendous
opportunity for the U.S. transportation sector."
Houlihan Lokey is the company's investment banker, with Alston &
Bird as well as Young Conaway Stargatt & Taylor, LLP, serving as
debtor's counsel.
For further information on the assets, visit
www.arep.com/real-estate-for-sale or contact Emilio Amendola, (631)
465-9507, emilio@agrep.com, or Doug Greenspan, A&G Senior Managing
Director, (310) 770-7832, doug@agrep.com
About Coach USA Inc.
Coach USA, Inc. and its affiliates filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 24-11258) on June 11, 2024, listing $100 million to
$500 million in both assets and liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Young, Conaway, Stargatt & Taylor as bankruptcy
counsel; Houlihan Lokey, as their investment bankers; Bennett Jones
LLP, as Canadian restructuring counsel; and Spencer Ware of CR3
Partners, LLC as their chief restructuring officer. Kroll
Restructuring Administration LLC is their claims and noticing
agent.
On June 25, 2024, the Office of the United States Trustee appointed
an official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Brown Rudnick LLP as its co-counsel and
Dundon Advisers LLC as financial advisor.
CQENS TECHNOLOGIES: Shares Q2 Update, New Advisory Board Members
----------------------------------------------------------------
CQENS Technologies Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on August 6, 2024,
the Company distributed a letter to its shareholders of record as
of July 31, 2024, providing a review of the company's recent
developments and overview and update on the company's plan of
operations.
Alexander Chong, Chairman and Chief Executive Officer of CQENS
Technologies stated in the letter, "Our recently completed second
quarter, ended June 30, 2024, and these early weeks of our third
quarter were busy and eventful. The most eventful recent events
were in areas critical to our path to commercialization: our
intellectual property, our advisors, and our pending US FDA PMTA
submission."
"First, we continued to see the expansion of the patents in our
Heat not Burn IP portfolio. During the second quarter and up
through the date of this letter, we have seen four patent
allowances in the US, Europe, and Asia. A patent allowance is
issued when the examination of a patent application has been
completed and the examiners have determined that a patent is
granted. With each and every patent our HnB portfolio becomes more
extensive and more robust."
"This extension of the portfolio is critically important given that
our business model involves licensing our patents, pending patents,
trade secrets, and developing technologies to partners throughout
the world. We have publicly stated that, going forward, we believe
that two relevant HnB technologies will emerge and dominate the
world's Modified Risk Tobacco Product category. We believe one will
be Phillip Morris International's iQOS technology and the other,
subject to our company obtaining additional financing and
continuing product development, will be CQENS HnB system. In
describing why this is an appropriate statement, we use a smart
phone analogy. PMI, like Apple and the iPhone operating system,
iOS, has said that it will never license its proprietary HnB IP to
competitors. While we, like Google with its Android technology, are
working to license CQENS' HnB IP to responsible, international
tobacco partners. As of today, we remain actively involved in
discussions with several potential licensees in both the EU and in
Asia."
"Second, I am pleased to announce that we have added two members to
our CQENS Advisory Board, joining the members we announced last
quarter—Mickey Segal and Trixy Castro."
"Dr. Jacob Rastegar joined our Advisory Board in May. Dr. Rastegar
is an accomplished philanthropist and entrepreneur with over two
decades of experience in the health care industry. His compelling
and inspirational personal story begins as a youth in the
oppressive and dangerous environment of Iran in the 1970s, includes
a University of Southern California education, attending medical
school at the prestigious Tel Aviv University and specialty
training in New York. Dr. Rastegar provided compassionate care to
the most disadvantaged women in East Los Angeles for well over a
decade, instituting policies and bringing changes that improved
access to care for many with little or no hope. In addition to his
medical practice, Dr. Rastegar also successfully co-founded and
expanded one of the largest and most successful urgent care
companies in California. Upon his successful exit, he retired in
2023. We are very honored that Jacob has come out of retirement to
provide his time and extraordinary talent to our vision to make
this a healthier world."
"As a member of our Advisory Board, Dr. Rastegar has committed to
recruit, organize and Chair a talented and experienced Medical
Advisory Board. The organization of the Medical Advisory Board was
initiated in early in May, shortly after Dr. Rastegar joined us."
"The second addition to our Advisory Board is J. Scot Sharland.
Most recently Scot served as Chief Executive Officer of the
Automotive Industry Action Group, where he led that organization's
collaborative industry initiatives to drive cost and complexity
from the global supply chain via quality, e-commerce, supplier
management and ESG standardization. Scot's career includes
successful leadership assignments in specialty materials businesses
at General Electric and EMS-CHEMIE. He also helped establish and
served on the board of American Mold Technologies, Inc. a joint
venture between AMP Industries and Gifuseiki Mold & Engineering Co
Ltd (Japan). Additionally, Scot was responsible for North American
start-up operations for Framatome Connectors International (France)
and served as Managing Director for Grote & Hartmann GmbH (Germany)
North America, both electrical electronic component suppliers."
"Given our joint venture with an Asian manufacturer and ongoing
discussions with potential Asian and European licensees, Scot's
international manufacturing experience and expertise should prove
to be of great benefit as we go forward."
"As of the date of this letter, over 20 physicians in a variety of
specialties and practices are assisting CQENS management by serving
as a resource and sounding board both to and from established
medical and pharmaceutical communities. Our goal is to have this
esteemed group assist in raising our profile in medical and
pharmaceutical communities; as well as extend the commercial and
therapeutic potential of our patented and patent pending
technologies and formulations."
"Then, with respect to the necessary work we are doing to secure US
FDA Pre-market Tobacco Authorization, during the quarter we met
with FDA officials and finalized arrangements with international
consultancies related to the preparation, completion, and
submission of the required test and trial data. And, while the PMTA
process is now underway, we did expect that this activity would be
further along at this point. Delays due to the timing of funding
activities have put us behind schedule."
"Finally, I would like to share some sad news with you. One of our
directors and longtime colleagues, Roger Nielsen, passed away at
the age of 77 on June 23, 2024. My personal history and deep
friendship with Roger goes back to when we first met in 1986. In
addition to being a great friend and advisor, Roger was a key
contributor to CQENS. Over the years he served as a member of our
board of directors, as our corporate secretary, and as a vice
president with a broad range of responsibilities that contributed
to our founding and our growth to date. All of us at CQENS will
miss him, and our most sincere regret is that he will not be here
with us to see the full impact that we expect CQENS to have in
making this a healthier world. We will appoint a new member to our
board of directors to fill the vacancy created by Roger's death at
some future date; and the board of directors appointed Bill
Bartkowski, our President and COO, to also serve as our corporate
secretary for the time being."
About CQENS Technologies Inc.
CQENS Technologies Inc. is a technology company that designs and
develops innovative methods to heat plant-based and/or
medicant-infused formulations to produce aerosols for the efficient
and efficacious inhalation of the plant and medicant constituents
contained therein.
As of March 31, 2024, the Company had $2,618,621 in total assets,
$1,900,352 in total liabilities, and $718,269 total stockholders'
equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
April 15, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
CUE HEALTH: Assets Up for Auction in Bankruptcy Sale
----------------------------------------------------
Heritage Global Partners, a subsidiary of Heritage Global Inc. and
a worldwide leader in asset advisory and auction services, has been
appointed by the Chapter 7 Trustee and US Bankruptcy Court to
conduct two major online auctions of assets from Cue Health, a San
Diego based healthcare technology and Covid-19 testing company,
featuring over 2,000 lots of state-of-the-art equipment and
assets.
The first auction will feature cutting-edge research, development,
and laboratory equipment from Cue Health's Carrol Canyon location
in San Diego, CA, ideal for professionals in the biotech,
pharmaceutical, and life sciences industries.
The second auction will encompass machine tools, packaging and
assembly equipment, and facility support assets from Cue Health's
expansive manufacturing plant in Vista, CA, perfect for
manufacturers, packaging companies, and facilities managers looking
to enhance their operations with top-tier equipment.
David Barkoff, Senior Vice President at HGP commented, "We are
thrilled to bring these assets to the marketplace and are confident
these auctions will generate significant interest from buyers
across a variety of industry sectors. The high quality and wide
applications of the available equipment make this a unique
opportunity. These facilities were excellently maintained and
feature name-brand, late-model machinery that rarely appears on the
secondary market. We look forward to a very successful project."
Auction Details
Sale #1 -- Carroll Canyon Laboratory
Online Bidding Opens: August 19, 2024
Online Bidding Closes: August 20, 2024, starting at 8:00am PDT
Registration and Details: View Catalog and Registration
Sale #2 -- Vista Manufacturing Plant
Online Bidding Opens: August 27, 2024
Online Bidding Closes: August 28 and 29, 2024 starting at 8:00am
PDT
Registration and Details: View Catalog and Registration
About Heritage Global Partners, Inc.
HGP is a subsidiary of Heritage Global Inc. (NASDAQ: HGBL). HGP
operates under the Industrial Assets business unit and is a
full-service auction, liquidation and asset advisory firm which
holds a prominent spot in the industrial sectors including
Aerospace, Automotive, Aviation, Biotech, Broadcast &
Postproduction, Chemical, Electronics Manufacturing, Energy, Food &
Beverage, Heavy Construction, Metalworking, Oil & Gas,
Pharmaceutical, Plastics, Printing, Real estate, Semiconductor,
Solar, Textile & Woodworking, and others. HGP conducts 150-200
auction projects per year, globally.
About Heritage Global Inc.
Heritage Global Inc. (NASDAQ: HGBL) values and monetizes industrial
& financial assets by providing acquisition, disposition,
valuation, and lending services for surplus and distressed assets.
This aids in facilitating the circular economy by diverting useful
industrial assets from landfills and operating an ethical supply
chain by overseeing post-sale account activity of financial assets.
Specialties consist of acting as an adviser, in addition to
acquiring or brokering turnkey manufacturing facilities, surplus
industrial machinery and equipment, industrial inventories, real
estate, and charged-off account receivable portfolios through its
two business units: Industrial Assets and Financial Assets.
About Cue Health Inc.
Cue Health Inc. (Nasdaq: HLTH) -- https://cuehealth.com/ -- is a
healthcare technology company that puts consumers in control of
their health information and places diagnostic information at the
center of care.
DEBORAH'S LLC: Files for Subchapter V Bankruptcy
------------------------------------------------
Deborah's LLC filed Chapter 11 protection in the Northern District
of Mississippi. The Debtor reports between $1 million and $10
million in debt owed to 1 and 49 creditors. The petition states
funds will available to unsecured creditors.
About Deborah's LLC
Deborah's LLC is a limited liability company.
Deborah's LLC sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 24-12236) on July
30, 2024. In the petition filed by Deborah Bryant, as managing
member, the Debtor estimated assets between $500,000 and $1 million
and estimated liabilities between $1 million and $10 million.
The Debtor is represented by:
Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: 601-427-0048
DMD CUSTOM CRITICAL: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
On July 26, 2024, DMD Custom Critical Inc. filed Chapter 11
protection in the Northern District of Illinois. According to court
filing, the Debtor reports $1,885,742 in debt owed to 1 and 49
creditors. The petition states funds will not be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
August 22, 2024 at 1:30 p.m. in Room Telephonically on telephone
conference line: (877) 953-9691 . participant access code:
4948769.
About DMD Custom Critical Inc.
DMD Custom Critical Inc. is a trucking company that provides
expedited transportation services to all 48 states.
DMD Custom Critical Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-10873) on July 26,
2024. In the petition filed by Damjan Dikanovic, as president, the
Debtor reports total assets of $874,500 and total liabilities of
$1,885,742.
The Honorable Bankruptcy Judge Donald R. Cassling oversees the
case.
The Debtor is represented by:
David P Leibowitz, Esq.
LEIBOWITZ, HILTZ & ZANZIG, LLC
53 W Jackson Blvd Ste 1301
Chicago, IL 60604-3552
Tel: (312) 662-5750
E-mail: dleibowitz@lakelaw.com
EMERGENT BIOSOLUTIONS: Posts $283.1 Million Net Loss in Fiscal Q2
-----------------------------------------------------------------
Emergent BioSolutions Inc. reported its financial results for the
second quarter ended June 30, 2024.
"In the first half of the year, we made great progress to stabilize
our financial position by strategically divesting assets, resolving
several legacy issues, and securing operational cash flow and
working capital improvements," said Joe Papa, president and CEO at
Emergent. "As a result, we expect to exceed $200 million in debt
reduction by the end of the year. With a sharpened focus on our
core products, operationalizing a leaner, more flexible footprint
with our customers and patients at the center of our efforts, we
are well positioned to enhance Emergent's leadership position in
public health preparedness."
FINANCIAL HIGHLIGHTS:
* Second Quarter 2024 Total Revenues of $254.7 million, above
the prior guidance range
* Second Quarter 2024 Net Loss of $283.1 million and Adjusted
EBITDA of $(10.1) million
SELECT Q2 2024 AND OTHER RECENT BUSINESS UPDATES
* Secured $250 million in U.S. government contract award
modifications for four medical countermeasures
* Announced a $30 million definitive agreement to sell the
Baltimore-Camden manufacturing site, which is expected to close in
the third quarter of 2024, subject to the satisfaction or waiver of
customary closing conditions
* Received $50 million in the third quarter related to the
resolution of the contract dispute with Janssen Pharmaceuticals,
Inc.
* Received $7 million for sale of an unimproved, empty
building in Canton, Massachusetts
* Expected receipt of $10 million development milestone
payment in the third quarter of 2024 from Bavarian Nordic as part
of the sale of the Travel Health Business
* Received $75 million for the sale of RSDL® (Reactive Skin
Decontamination Lotion) product to SERB Pharmaceuticals, subject to
customary adjustments based on inventory value at closing.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/45pb6fku
About Emergent Biosolutions
Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate, and naturally occurring public health threats. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Emergent Biosolutions reported a net loss of $760.5 million for the
year ended Dec. 31, 2023, compared to a net loss of $211.6 million
for the year ended Dec. 31, 2022. As of March 31, 2024, Emergent
BioSolutions had $1.80 billion in total assets, $1.14 billion in
total liabilities, and $663.9 million in total stockholders'
equity.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 8, 2024, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Senior
Secured Credit Facilities. The report stated that substantial doubt
exists about the Company's ability to continue as a going concern.
FINANCE OF AMERICA: Reports Second Quarter 2024 Results
-------------------------------------------------------
Finance of America Companies Inc. reported its financial results
for the quarter ended June 30, 2024.
Second Quarter 2024 Highlights:
* Net loss from continuing operations for the second quarter
of $5 million or $0.20 basic loss per share.
* For the quarter, the Company recognized an adjusted net
loss(1) of $1 million or $0.05 per share.
* The second quarter 2024 marks the fourth consecutive quarter
of improved operating performance on an adjusted net basis.
* Adjusted EBITDA for the quarter of $9 million represents the
first positive quarter since 2022.
* Announced Exchange Offer Support Agreement and that holders
of over 93% of our senior unsecured notes had indicated their
intent to participate in the exchange offer. Currently over 99% of
holders of our senior unsecured notes have indicated their intent
to participate in the exchange offer.
* Announced reverse stock split in June 2024 and completed
reverse stock split in July 2024, bringing FOA back into compliance
with NYSE continued listing standards.
Graham A. Fleming, Chief Executive Officer commented, "I am proud
of what Finance of America accomplished during the second quarter
and excited for these recent developments to deliver improved
fundamentals across the business. We sincerely appreciate all the
hard work of our entire team and I want to share a huge thank you
to everyone that has been a part of our company's transformation
over the last two years."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/2rv74nw4
About Finance of America
Plano, Texas-based Finance of America Companies Inc. is a financial
services holding company. Through its operating subsidiaries, it
operates as a modern retirement solutions platform, providing
customers with access to an innovative range of retirement
offerings centered on the home. In addition, Finance of America
offers capital markets and portfolio management capabilities to
optimize distribution to investors.
For the full year 2023, Finance of America Companies reported a net
loss of $218.16 million, compared to a net loss of $715.53 million
in 2022. As of March 31, 2024, the Company had $27.7 billion in
total assets, $27.4 billion in total liabilities, and $255.7
million in total equity.
As reported by the Troubled Company Reporter on October 20, 2023,
Fitch Ratings downgraded the Long-Term Issuer Default Ratings
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC, to 'CCC+' from 'B-'. Fitch also downgraded Finance of
America Funding LLC's senior unsecured debt rating to 'CCC-'/'RR6'
from 'CCC+'/'RR5'. The Rating Outlook remains Negative. The rating
actions were part of a periodic peer review of non-bank mortgage
companies, comprising six publicly rated firms.
The rating downgrade reflects the operating losses and resulting
erosion of tangible equity Finance of America has experienced over
the past year, leading to continued covenant breaches which may
restrict the company's ability to extend debt maturities and secure
future funding. High interest rates and borrower affordability
challenges have reduced origination volumes. Additionally, widening
credit spreads have resulted in significant negative fair value
adjustments to Finance of America's assets. Tangible equity has
decreased to negative $5 million at 2Q23, down from $288 million in
2Q22 and $480 million at YE21.
The Negative Outlook reflects Fitch's expectation that Finance of
America's profitability will remain weak, making it challenging to
rebuild tangible capital levels over the Outlook horizon.
Additionally, Fitch believes there is execution risk regarding the
integration of American Advisors Group (AAG) and the restructuring
of Finance of America's continuing business segments, which could
impact its long-term franchise and market position.
GENESIS GLOBAL: Returns Digital Assets to Realbotix Amid Bankruptcy
-------------------------------------------------------------------
Realbotix Corp., a leading creator of humanoid robotics and
relationship-based AI, announced that on August 2nd, a portion of
digital assets held at Genesis Global Capital were returned to the
company. Genesis, which custodies a portion of the Company's
digital assets, is completing its restructuring process after
declaring bankruptcy in January 2023. Genesis plans to continue to
make distributions to Realbotix for digital assets held there
throughout 2024.
Realbotix received 189 Ethereum (ETH) from Genesis representing
approximately 55% of its ETH held at Genesis at the time of their
bankruptcy. This distribution reflects the positive progress of
Genesis's restructuring efforts and sets the stage for subsequent
distributions. Realbotix currently holds 3,045 ETH in its custody
and 151 ETH still remain at Genesis.
Realbotix has also been informed that it will receive a
distribution of 30% of the Solana (SOL) held by Genesis during the
initial distribution phase. This would result in Realbotix holding
approximately 5,400 SOL in its custody and 12,601 SOL still held at
Genesis. Realbotix does not have any other assets held at Genesis
other than those listed above.
Unlike similar bankruptcy restructuring plans, Genesis's plan does
not impose a cap on recoveries from the original petition date.
This means that creditors can look forward to further
distributions, offering a more favorable recovery path that may
approach 100% recovery. Outside of the digital assets listed above,
there are no other assets held with Genesis.
"We are pleased with the progress made in recovering our assets
from Genesis's restructuring," said Andrew Kiguel, CEO of
Realbotix. "We are confident that we will receive the majority of
our assets by the end of the year as funds continue to be
distributed."
The restructuring plan indicates that creditors will be entitled to
further recoveries beyond the initial distribution as part of
ongoing claims reconciliation. This approach ensures that Realbotix
and other creditors will continue to benefit as the claims are
settled.
About Realbotix
Transcending the barrier between man and machine, Realbotix creates
customizable, full-bodied, human-like robots with AI integration
that improve the human experience through learning, connection and
play. Manufactured in Nevada, USA, Realbotix has built a reputation
for having the highest quality humanoid robots and the most
realistic silicone skin technology on the market. Our target
addressable markets are massive, most of them in the tens or
hundreds of billions USD.
"Our mission is to create robots and AI that are indistinguishable
from humans in appearance and social interaction. Realbotix
replicates the physical and emotional aspects of being human, in
hardware and software. This versatility makes our robots and their
personalities customizable and programmable to suit a wide variety
of use cases."
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives, and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) offer similar services and are wholly owned by Genesis
Global Holdco, LLC.
On January 19, 2023, Genesis Global Holdco, LLC, GGC, and GAP each
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063). The cases
are pending before the Honorable Sean H. Lane. At the time of
filing, Genesis Holdco reported $100 million to $500 million in
both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and is 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG, and certain subsidiaries of Holdco are not included in
the Chapter 11 filings. The non-debtor subsidiaries include Genesis
UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong
Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody
Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC, and GSB 2022 I LLC.
The debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC,
is the debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP, and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP. The U.S.
Trustee for Region 2 appointed an official committee to represent
unsecured creditors in the debtors' Chapter 11 cases. The committee
tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey
Capital, Inc., as investment banker; Berkeley Research Group, LLC
as financial advisor; and Kroll as information agent.
GRIFFON CORP: S&P Alters Outlook to Positive, Affirms 'B+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on diversified management
and holding company Griffon Corp. to positive from stable and
affirmed its 'B+' issuer credit rating. At the same time, S&P
affirmed its 'BB' issue-level rating on the company's senior
secured debt and its 'B' issue-level rating on its unsecured debt.
The positive outlook reflects the potential that S&P will raise its
rating if Griffon maintains metrics and financial policy decisions,
that it views as commensurate with a higher rating through
different market conditions.
S&P said, "We view the improvement in the company's profitability
over the last 12 months as sustainable, which leads us to expect
its higher-margin profile will support stronger credit measures. We
now believe Griffon can maintain S&P Global Ratings-adjusted
leverage in the 3x-4x range, which compares with our prior
expectation for leverage of more than 4x. Despite weaker demand
conditions for many of its product categories, mainly those in the
consumer and professional products' segment, the company has
improved its margins closer to the 20% area over the last few
quarters. These levels compare favorably relative to our prior
expectations, Griffon's historical margins in the 14%-16% range, as
well as the profitability of its overall industry. We believe the
strategic initiatives management has been implementing over the
last 1-2 years, related to portfolio optimization, global sourcing,
operating efficiencies and overall cost controls, have contributed
to the improvement in its profitability. Further, we believe the
company can sustain these improvements over the next few years,
supported by its leaner business model and improving demand
conditions, which will likely help further improve its earnings and
margins.
"That said, we recognize Griffon's business conditions could remain
somewhat soft for the rest of 2024 due to continued slower consumer
spending and reduced residential construction and repair &
remodeling (R&R) activity. However, we expect the company's demand
conditions will improve in 2025. As such, we expect Griffon's
revenue will be largely flat to up slightly at $2.65 billion-$2.80
billion while it maintains S&P Global Ratings-adjusted EBITDA
margins of about 20.0% in fiscal years 2024 and 2025, which we
forecast will enable it to sustain S&P Global Ratings-adjusted
leverage in the 3x-4x range.
"While the company continues to allocate capital to bolt on
acquisitions and shareholder returns, any potential improvement in
its credit quality will be contingent on management's financial
policy actions and commitment to sustain stronger credit measures.
We believe Griffon's financial policy actions and commitment to
maintain credit measures commensurate with a higher rating across
different business conditions will be the key determinant of its
future credit quality. We expect the company to generate about $300
million-$350 million of operating cash flow (OCF) annually over the
next two years. In the absence of growth investment opportunities,
we expect the company will use the majority of its cash flows to
return capital to its shareholders. We also believe Griffon may use
some of the proceeds from its asset sales for deleveraging or
shareholder returns over the next 12 months. We expect the company
will maintain a prudent financial policy such that it sustains S&P
Global Ratings-adjusted leverage in the 3x-4x range, which is a
level we view as commensurate with a higher rating.
"We base our assessment of Griffon's competitive position on its
well-known brands and leading market positions. The company's
brands include Clopay garage doors, AMES garden tools, ClosetMaid
organization products, and Hunter Fans, which is a leader in
residential ceiling, commercial and industrial fans. Many Griffon's
products are the No. 1 or No. 2 sellers in their respective
categories, which makes them attractive for large retailers, like
Home Depot and Lowe's, as well as other customers. The company
derives most of its sales from R&R activity, which has historically
been more stable than the demand for new construction.
"The positive outlook on Griffon indicates our expectation that it
will maintain S&P Global Ratings-adjusted leverage in the 3x-4x
range and OCF to debt in the 15%-25% range, even amid
less-favorable business conditions."
GUARDIAN HEALTHCARE: Richland Healthcare Seeks Voluntary Chapter 11
-------------------------------------------------------------------
Daniel Kline of The Street reports that Guardian Healthcare, based
out of Brockway announced Monday that Guardian Elder Care at
Johnstown, LLC, doing business as Richland Healthcare and
Rehabilitation Center, along with 19 affiliated entities (Debtors)
voluntarily filed Chapter 11 bankruptcy in the United States
Bankruptcy Court for the Western District of Pennsylvania. The
debtors include Guardian Healthcare's skilled nursing facilities
and related pharmacy and rehab businesses in Pennsylvania and West
Virginia," WTAJ reported.
The filing is for the Pennsylvania-based company operating using a
variation of the Guardian name. It does not include anything
related to Atlanta-based Guardian Pharmacy Services, which
continues its normal operations and has no affiliation with the
company filing Chapter 11 bankruptcy.
Guardian has significant debt
Guardian Pharmacy filed for Chapter 11 bankruptcy protection on
July 29 in the United States Bankruptcy Court of the Western
District of Pennsylvania. In the filing, it reported both assets
and debts of between $1 million and $10 million.
It also reported that it had between 1 and 49 creditors and funds
would be available for unsecured creditors. The filing names dozens
of subsidiaries and related businesses that are covered by the
filing.
Guardian reported owing the Pennsylvania Department of Human
Services nearly $27 million. It also owes Highmark Blue Shield over
$3.3 million, according to the filing.
In addition to pharmacy-related services, Guardian operates
elder-care facilities.
"First and foremost, the decision to pursue an in-court
restructuring was made with our residents' best interests in mind,"
Chief Restructuring Officer Allen Wilen of EisnerAmper LLP, said.
"Today's action provides the relief necessary to enable the Debtors
to continue operating with an ongoing focus on resident care and
safety while the Chapter 11 cases are pending and to ensure the
best outcome for the Debtors, their estates, their creditors, and
all other parties in interest."
About Guardian Healthcare
Guardian Healthcare LLC, doing business as Richland Healthcare and
Rehabilitation Center, provides healthcare services. The Company
offers services including case management, nursing, wound care,
residential healthcare, occupational therapy, speech therapy, and
mental health care. Guardian Healthcare serves patients in the
United States.
Guardian Healthcare LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Penn. Case No. 24-70299) on July 29,
2024. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million.
Debtors' Counsel: Jeffrey C. Hampton, Esq.
Sabrina Espinal, Esq.
SAUL EWING LLP
1500 Market Street, 38th Floor
Philadelphia, PA 19102
Tel: (215) 972-7777
Email: jeffrey.hampton@saul.com
sabrina.espinal@saul.com
- and -
Michael J. Joyce, Esq.
SAUL EWING LLP
One PPG Place, Suite 3010
Pittsburgh, PA 15222
Tel: (412) 209-2539
Email: michael.joyce@saul.com
- and -
Mark Minuti, Esq.
Monique B. DiSabatno, Esq.
Paige N. Topper, Esq.
1201 N. Market Street, Suite 2300
Wilmington, DE 19801
Tel: (302) 421-6800
Email: mark.minuti@saul.com
monique.disabatino@saul.com
paige.topper@saul.com
Debtors'
Financial
Advisor: EISNER ADVISORY GROUP LLC
Debtors'
Notice,
Claims &
Balloting
Agent and
Administrative
Advisor: OMNI AGENT SOLUTIONS
HDT HOLDCO: S&P Cuts LT ICR to 'SD' Following Credit Agreement
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
HDT Holdco Inc. to 'SD' from 'CCC' and the issue ratings on the
$280 million senior secured notes to 'D' (default) from 'CCC'. The
rating on the revolving credit facility (RCF) remains 'CCC'. S&P
expects to revisit the ratings with consideration of the new
capital structure in the coming days.
The company has completed an amendment and extension to its
existing credit agreement, addressing its constrained liquidity
position and negative operating cash flow. Additionally, the
company will receive significant contributions from its sponsor
aimed at providing immediate financial relief and a stronger
liquidity position.
Sponsor-funded facilities, including a $20 million inventory
facility and a $20 million accounts receivable facility, will be
converted from super-senior position into first-lien debt pari
passu with the existing first-lien debt. The amendments made to the
credit agreement governing the existing secured debt include
converting a portion of interest into payment in kind (PIK) and
extending the maturity of the revolving credit facility by 12
months to July 2027 and the term loan by six months to January
2028. In addition, the amendment eliminates the existing springing
leverage covenant, and implements an amortization holiday for the
term loan. These changes will ease the company's debt repayment
schedule and enhance its financial flexibility.
S&P said, "However, we view the transaction as a distressed
exchange due to the term loan's PIK interest nature for the
remaining duration of the loan. The need to restructure reflects
the company's need to address its financial difficulties. As a
result, we lowered the issuer credit rating on HDT to 'SD' and the
term loan issue-level rating to 'D', while the RCF issue-level
rating remains 'CCC'.
"We intend to review our ratings on the company shortly to
incorporate the new capital structure, recent events, and our
forward-looking opinion of its creditworthiness."
HEYCART INC: Unsecureds' Recovery Lowered to 3.6% over 5 Years
--------------------------------------------------------------
Heycart Inc. submitted a Disclosure Statement describing Second
Amended Plan of Reorganization dated July 24, 2024.
The Plan is a plan of reorganization. Generally, the Plan proposes
to restructure debts owed to five classes of creditors who hold
Secured Claims against the Debtor's Estate and proposes to pay
certain of the Allowed Secured Claims through monthly payments over
a five-year period.
Other Secured Claims, which are subject to dispute, will not
receive post-Effective Date payments, but rather will be entitled
to retain any monthly adequate protection payments paid by the
Debtor during the chapter 11 case. The Plan further proposes to pay
Holders of Priority Tax Claims in full and General Unsecured Claims
their pro rata share of $700,000.
Holders of General Unsecured Claims are projected to receive
approximately 3.6% of such Claims. The Plan will be funded by Cash
on hand on the Effective Date and Cash from the Debtor's future
business operations.
The Debtor is attempting to negotiate a consensual Plan. In doing
so, the Debtor is at different stages of discussions with 8fig,
Amazon, Clearco, and the Committee. This Second Amended Disclosure
Statement and accompanying Second Amended Plan already reflect
tentative settlement terms with 8fig and Amazon. The Debtor
continues to be engaged in extensive plan settlement discussions
with the Committee.
Based on the Debtor's knowledge of its assets, operations and
financial forecast, the Debtor does not believe that an outside
investor would be willing to invest more than $50,000 to purchase
the Debtor's New Equity Interests.
Moreover, any potential purchaser of the New Equity Interests will
need to be prepared to, among other things, (i) pay $1.2 to $1.5
million of Cash on the Effective Date to overbid the Existing
Equity Holder's New Value Contribution, and pay U.S. Trustee Fees,
Fee Claims for the Debtor's and Committee's Professionals, and
Administrative Claims, (ii) pay Priority Tax Claims and the Holders
of Claims in Classes 1, 2, 3, 4, 5, 6 and 7 pursuant to the terms
of the Plan, and (iii) replace the Debtor's management team since
Mr. Li and Mr. Chien will resign.
Nevertheless, the Debtor has decided, in consultation with its
advisors, to conduct a marketing process for the New Equity
Interests to determine whether a higher price could be achieved
("Equity Sale Process").
Class 7 consists of General Unsecured Claims. Except to the extent
that the Holder of an Allowed Claim in Class 7 agrees to less
favorable treatment, each Holder of an Allowed Claim in Class 7
shall receive, in full and final satisfaction, settlement, and
release of and in exchange for its Allowed Class 7 Claim its Pro
Rata Share of the General Unsecured Claim Distribution Fund.
Allowed General Unsecured Claims are projected to receive
Distributions valued at about 3.6% of their respective Allowed
Claims, which projection is calculated based on estimated General
Unsecured Claims listed of approximately $19.2 million.
Class 9 consists of Equity Interests. On the Effective Date, all
Existing Equity Interests shall be deemed canceled, extinguished,
and discharged and of no further force or effect, and each Holder
of an Existing Equity Interest in the Debtor shall receive no
Distribution pursuant to the Plan. On the Effective Date, New
Equity Interests shall be issued in the Reorganized Debtor 45% to
Aiden Chien and 55% to Tony Li; provided, however, that if the
Debtor's Equity Sale Process yields a higher and better offer, then
the New Equity Interests will be issued to the successful
purchaser.
Distributions to creditors holding Allowed Secured Claims under the
Plan will be paid from the Debtor's projected net disposable
income.
The Bankruptcy Court has set September 18, 2024, at 10:00 a.m. for
the Confirmation Hearing.
The Bankruptcy Court has set September 4, 2024, as the deadline for
filing and serving objections to confirmation of the Plan. Ballots
for the acceptance or rejection of the Plan must be received on
September 4, 2024.
A full-text copy of the Disclosure Statement dated July 24, 2024 is
available at https://urlcurt.com/u?l=FBBAee from PacerMonitor.com
at no charge.
General Bankruptcy Counsel for the Debtor:
Zev Shechtman, Esq.
Carol Chow, Esq.
SAUL EWING LLP
1888 Century Park East, Suite 1500
Los Angeles, California 90067-6006
Telephone: (310) 255-6100
Facsimile: (310) 255-6200
Paige Topper, Esq.
SAUL EWING LLP
1201 N. Market St., Suite 2300
Wilmington, Delaware 19801
Telephone: (302) 421-6800
Facsimile: (302) 421-6813
Sabrina Espinal, Esq.
SAUL EWING LLP
1500 Market St., 38th Floor
Philadelphia, Pennsylvania 19102
Telephone: (215) 972-7777
Facsimile: (215) 972-7725
About Heycart Inc.
Heycart Inc. is primarily engaged in selling utensils, ceramic
dishes, reusable labels and wine accessories.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10483) on February
28, 2024. In the petition signed by Aiden Chien, chief operating
officer, the Debtor disclosed $1,231,380 in assets and $23,500,047
in liabilities.
Judge Theodor Albert oversees the case.
Saul Ewing, LLP and Danning, Gill Israel & Krasnoff, LLP represent
the Debtor as legal counsel. Armory Consulting Co. is the Debtor's
financial advisor.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
INSYS: Trust Can Clawback $6 Mil. for Ex-CEO Defense Upheld
-----------------------------------------------------------
Yun Park of Law360 Bankruptcy Authority reports that a Delaware
federal judge has ruled a liquidating trust for drugmaker Insys
Therapeutics can claw back $6 million paid out for the criminal
defense of ex-CEO John Kapoor, affirming a bankruptcy court's
ruling last year, 2023.
About Insys Therapeutics
Headquartered in Chandler, Ariz., Insys Therapeutics Inc. --
http://www.insysrx.com/-- is a specialty pharmaceutical company
that develops and commercializes innovative drugs and novel drug
delivery systems of therapeutic molecules that improve patients'
quality of life. Using proprietary spray technology and
capabilities to develop pharmaceutical cannabinoids, Insys is
developing a pipeline of products intended to address unmet medical
needs and the clinical shortcomings of existing commercial
products. Insys is committed to developing medications for
potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome,
opioid addiction and overdose, and other disease areas with a
significant unmet need.
As of March 31, 2019, Insys had $172.6 million in total assets,
$336.3 million in total liabilities, and a total stockholders'
deficit of $163.7 million.
Insys Therapeutics and six affiliated companies filed petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 19-11292) on June 10, 2019.
The Debtors' cases are assigned to Judge Kevin Gross.
The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton
& Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as
investment banker; FTI Consulting, Inc. as financial advisor; and
Epiq Corporate Restructuring, LLC as claims agent.
Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019,
appointed nine creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. Akin Gump Strauss
Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's
attorneys; and Province, Inc., is the financial advisor.
* * *
Insys sold its epinephrine 7mg and 8.5mg unit-dose nasal spray
products and naloxone 8mg unit-dose nasal spray products and
certain equipment and liabilities to Hikma Pharmaceuticals USA Inc.
for $17 million. It sold for $12.2 million to Chilion Group
Holdings US, Inc., its (i) CBD formulations across current
pre-clinical, clinical, third-party grants and investigator
initiated study activities (including any future activities or
indications), (ii) THC programs of Syndros oral dronabinol
solution, and (iii) Buprenorphine products. Insys sold to BTcP
Pharma, LLC for $52 million in royalty payments plus other amounts
all strengths, doses and formulations in the world (except for the
Republic of Korea, et al.). Insys sold to Pharmbio Korea, Inc.,
for $1.2 million in cash specific intellectual property, records
and certain other assets related to strengths, doses and
formulations of the Subsys Product in the Republic of Korea, Japan,
China, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar,
Philippines, Singapore, Thailand, Timor-Leste, and Vietnam.
After selling substantially all of their assets, the Debtors filed
a Chapter 11 Plan and Disclosure Statement. Judge Kevin Gross on
Jan. 16, 2020, confirmed the Debtors' Plan of Liquidation.
J.A. WALL TRUCKING: Gets OK to Sell Personal Property by Auction
----------------------------------------------------------------
J.A. Wall Trucking, LLC got the green light from the U.S.
Bankruptcy Court for the Northern District of Indiana to sell its
tangible personal property.
The property, which includes trucks and trailers, will be sold by
auction to be conducted by Krueckeberg Auction and Realty, LLC.
J.A. Wall Trucking will sell the property "free and clear" of
liens, claims, interests, and encumbrances.
The company will use the proceeds from the sale to, among other
things, pay the claims of its creditors.
After payment of the auctioneer's commissions and expenses, the net
proceeds will be deposited in a debtor-in-possession bank account
to be disbursed pursuant to a confirmed Chapter 11 plan or further
order of the bankruptcy court.
About J.A. Wall Trucking
J.A. Wall Trucking, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ind. Case No.
24-10862) on July 2, 2024, with $50,001 to $100,000 in assets and
liabilities. Douglas Adelsperger, Esq., serves as Subchapter V
trustee.
Judge Robert E. Grant oversees the case.
Scot T. Skekloff, Esq. at Haller & Colvin, PC represents the Debtor
as legal counsel.
JETBLUE AIRWAYS: S&P Lowers ICR to 'B-' on Loyalty Financing
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on JetBlue
Airways Corp. to 'B-' from 'B'. At the same time, S&P assigned a
'B+' issue-level rating to the new loyalty debt, with a '1'
recovery rating (rounded estimate: 95%).
S&P said, "The stable outlook reflects our expectation that the
ample liquidity resulting from the loyalty financing debt should
mitigate JetBlue's ongoing negative free cash flow generation. Over
the longer term, we expect performance to gradually improve with
industrywide capacity moderation, company-specific strategic
initiatives such as pivoting toward more premium offerings, and
network reconfigurations.
"Our downgrade reflects our expectation for a weaker operating
environment coupled with the loyalty financing, leading to
significantly weaker credit metrics. We now expect FFO to debt of
about 0.7% in 2024 and improving slightly to 2% in 2025, while FOCF
remains negative amid weaker operating cash generation and elevated
capital spending needs. The current forecast places JetBlue's
metrics firmly under our previous downside scenario of FFO to debt
in the mid-single-digit percent area on a sustained basis. Since
the latter half of 2023, various operating challenges have hampered
JetBlue's ability to improve its profitability such as excess
industry capacity on key domestic routes constraining pricing,
structurally higher labor costs, infrastructure-related
constraints, and capacity growth limitations from aircrafts on the
ground due to engine issues. We now expect about a 4% decline in
capacity coupled with a 1.5% decline in unit revenues, resulting in
about a 5% decline in revenues. S&P Global Ratings-adjusted EBITDA
margins in the 12 months ended June 30, 2024, declined to 5.1%,
from 10.3% a year ago, and we estimate it to remain below 8%
through 2025, which lags most of its U.S. peers. JetBlue continues
to be pressured by overcapacity domestically as well as in Latin
leisure markets (where it has the most exposure compared with
peers), with limited exposure to long-haul international travel,
where demand has been resilient. Significant aircraft groundings
pose additional challenges to managing capacity (JetBlue now
expects an average of 11 aircraft grounded through 2024 and mid to
high teens in 2025) and continue to exacerbate unit cost inflation.
While we expect JetBlue to receive some compensation from Pratt &
Whitney, we do not expect the credits to substantially alleviate
the financial impact of these groundings.
"Recently announced initiatives should help pave the way back
toward profitability, but we don't expect material credit metrics
improvement over the next several quarters. JetBlue has announced
several revenue and cost initiatives, with a target of $800
million-$900 million EBIT uplift by 2027. Its four-pronged strategy
includes improving on-time performance; reconfiguring and
rightsizing its network; cost reduction including aircraft
deferrals; and most importantly, pivoting toward premium products.
We note that while higher-margin premium revenue growth has
outpaced the broader industry and is likely to continue doing so,
several peers have also taken on similar strategies, leading to
uncertainty around the magnitude and timing of incremental
earnings. While we acknowledge management's clear pivot toward
profitability and expect improvement over our forecast period, we
do not expect these initiatives to translate into significant
improvement over the next 12-18 months.
"While the loyalty transaction will weigh on metrics through
greater debt and interest burden, the additional liquidity should
help support the business and expected cash burn for the next
several years. We expect negative free operating cash flow burn of
about $1.7 billion in 2024 and about $1.2 billion in 2025.
Conversely, liquidity as of June 30, 2024, was $2.2 billion, which
includes cash and equivalents and $600 million revolver. We view
the financing as critical in supporting JetBlue's period of higher
capital spending. We note that management has taken various actions
to mitigate its deteriorating liquidity position (with a target
liquidity of $1.5 billion-$1.6 billion), including the recent
extension of its revolver to 2029 and capital-light approach to
aircrafts (i.e., additional aircraft deferrals and extending lives
of existing aircrafts).
"The stable outlook reflects our expectation that ample liquidity
resulting from the TrueBlue financing will mitigate JetBlue's
ongoing negative free cash flow generation. We project FFO to debt
to remain in the low-single-digit percentage area over the next two
years. Over the longer term, we expect performance will gradually
improve with industrywide capacity moderation, company specific
strategic initiatives such as pivot toward more premium offerings,
and network reconfigurations.
"We could lower JetBlue's ratings within the next 12 months if we
believe the recovery would be more prolonged or weaker than
expected, resulting in an even higher cash flow burn. This could
eventually result in inadequate liquidity or a capital structure
that we would view as unsustainable in the long term.
"We could raise our ratings within the next 12 months if earnings
and cash flow improve such that we expect JetBlue's FFO to debt to
approach 12% on a sustained basis."
JUHN AND STARK: Brenda Brooks Named Subchapter V Trustee
--------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Brenda Brooks of
Moore & Brooks as Subchapter V trustee for Juhn and Stark, PLLC.
Ms. Brooks will be paid an hourly fee of $300 for her services as
Subchapter V trustee and an hourly fee of $95 for paralegal
services. In addition, the Subchapter V trustee will receive
reimbursement for work-related expenses incurred.
Ms. Brooks declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Brenda Brooks
Moore & Brooks
6223 Highland Place Way
Suite 102
Knoxville, TN 37919
Phone: (865) 450-5455 | Fax: (865) 622-8865
Email: bbrooks@moore-brooks.com
About Juhn and Stark
Juhn and Stark, PLLC specializes in pediatric dentistry.
An involuntary Chapter 11 petition was filed against Juhn and Stark
(Bankr. E.D. Tenn. Case No. 24-50714) on July 15, 2024. Mark L.
Esposito, Esq., at Penn, Stuart & Eskridge, P.C. serves as legal
counsel for David Juhn, the petitioning creditor.
Judge Rachel Ralston Mancl oversees the case.
Gentry, Tipton & McLemore is the Debtor's legal counsel.
KIDWELL GROUP: Unsecureds to Get Share of Income for 3 Years
------------------------------------------------------------
The Kidwell Group, LLC, d/b/a Air Quality Assessors of Florida,
filed with the U.S. Bankruptcy Court for the Middle District of
Florida a Subchapter V Plan of Reorganization dated July 23, 2024.
The Debtor provides residential and commercial indoor air quality
testing and forensic engineering inspections to customers all over
Florida. Specifically, the Debtor conducts mold testing, asbestos
and lead testing, allergen testing, water testing, moisture
evaluations, leak detection and forensic engineering.
The Debtor is wholly owned and managed by Mr. Richard L. Kidwell
who is the Debtor's President and 100% owner. The Debtor has
offices in Tampa, Ft. Lauderdale, Panama City Beach, Miami as well
as Orlando. The Debtor's headquarters are located at 941 W Morse
Blvd. Suite 100, Winter Park, Florida 32789 (but physical office is
in Altamonte Springs).
The Debtor is involved in at least 19 cases where the insurance
company has sought summary judgment or has prevailed on summary
judgment for claims that arose after the 2022 Florida Statute
amendment.
Additionally, the Debtor was involved in litigation with Insured
Advocacy Group ("IAG") related to the purchase and sale of the
Debtor's claims and management thereof. These changes in law and
litigation directly impacted the Debtor's cash flow. The Debtor
filed the instant case to preserve the going concern value of its
business operations, to restructure its debt obligations, and
ultimately allow for a successful reorganization for all
stakeholders.
Class 14 consists of all Allowed General Unsecured Claims against
the Debtor. In full satisfaction of the Allowed Class 14 General
Unsecured Claims, Holders of Class 14 Claims shall receive a pro
rata share of Debtor's projected Disposable Income for 3 years
following the Petition Date. The distributions will occur
quarterly, with the first distribution occurring three months after
the Effective Date. The Debtor will disburse the distributions
directly.
In addition to the distributions outlined herein, Class 14
Claimholders shall also receive a pro rata share of the net
proceeds recovered from all Causes of Action after payment of
professional fees and costs associated with such collection
efforts, and after Administrative Claims and Priority Claims are
paid in full. The maximum Distribution to Class 14 Claimholders
shall be equal to the total amount of all Allowed Class 14 General
Unsecured Claims. Class 14 is Impaired.
Class 15 consists of all equity interests in the Debtor. Class 15
Interest Holders shall retain their respective Interests in the
same proportions such Interests were held as of the Petition Date
(i.e., 100.00% Interest retained by Mr. Kidwell). Class 15 is
Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's postconfirmation
business will mainly involve continued operation of its business,
the income from which will be committed to make the Plan Payments
to the extent necessary. Additionally, the Debtor will continue to
aggressively seek the recovery of its Accounts Receivable.
Funds generated from the Debtor's operations through the Effective
Date will be used for Plan Payments; however, the Debtor's cash on
hand as of Confirmation will be available for payment of
Administrative Expenses.
A full-text copy of the Subchapter V Plan dated July 23, 2024 is
available at https://urlcurt.com/u?l=flHiV5 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Justin M. Luna, Esq.
Benjamin R. Taylor, Esq.
LATHAM, LUNA, EDEN & BEAUDINE, LLP
201 S. Orange Ave., Suite 1400
Orlando, Florida 32801
Telephone: 407-481-5800
Facsimile: 407-481-5801
About The Kidwell Group
The Kidwell Group, LLC provides residential and commercial indoor
air quality testing and forensic engineering inspectionsto
customers all over Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02024) on April 25,
2024. In the petition signed by Richard L. Kidwell, manager, the
Debtor disclosed up to $50 million in assets and up to $1 million
in liabilities.
Judge Lori V. Vaughan oversees the case.
The Debtor tapped Justin M. Luna, Esq., at Latham Luna Eden &
Beaudine LLP as bankruptcy counsel and Laurence Moskowitz, Esq., at
Larry Moskowitz, PA as special litigation counsel.
L.M. GRAHAM FAMILY: Kicks Off Subchapter V Bankruptcy
-----------------------------------------------------
L.M. Graham Family Limited Partnership filed Chapter 11 protection
in the Western District of Texas. According to court filing, the
Debtor reports $1,995,102 in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
August 27, 2022 at 11:00 a.m. in Room Telephonically on telephone
conference line: (866)711-2282. participant access code: 3544189#.
About L.M. Graham Family Limited Partnership
L.M. Graham Family Limited Partnership is part of the oil and gas
extraction industry.
L.M. Graham Family Limited Partnership sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.
Tex. Case No. 24-70110) on July 31, 2024. In the petition filed by
Bill Graham, as president of L.M. Graham Energy Corp. and general
partner, the Debtor reports total assets of $37,408 and total
liabilities of $1,995,102.
The Honorable Bankruptcy Judge Shad Robinson handles the case.
The Debtor is represented by:
David R. Langston, Esq.
MULLIN HOARD & BROWN, L.L.P.
P.O. Box 2585
Lubbock, TX 79408
Tel: 806-765-7491
Email: drl@mhba.com
LAND & SEA INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Land & Sea Industries LLC filed for Chapter 11 protection in the
Southern District of Texas. According to court filing, the Debtor
reports $14,246,614 in debt owed to 200 and 999 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 5, 2024 at 10:30 a.m. US Trustee Houston Teleconference.
About Land & Sea Industries
Land & Sea Industries LLC is a global provider of fabricated and
machined products for the drilling and petrochemical industry.
Land & Sea Industries LLC sought relief under Chapter 11 of the U.S
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33450) on July 30,
2024. In the petition filed by Wade Schindewolf, as president, the
Debtor reports total assets of $5,690,336 and total liabilities of
$14,246,614.
The Honorable Bankruptcy Judge Jeffrey P. Norman handles the case.
The Debtor is represented by:
Julie M. Koenig, Esq.
COOPER & SCULLY, P.C.
815 Walker St.
Suite 1040
Houston TX 77002
Tel: (713) 236-6800
Fax: (713) 236-6880
Email: julie.koenig@cooperscully.com
LEXARIA BIOSCIENCE: Wayne W. Boos Holds 5.79% Equity Stake
----------------------------------------------------------
Wayne W. Boos disclosed in a Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of July 31, 2024,
he beneficially owned 915,425 shares of Lexaria Bioscience Corp's
common stock, representing 5.79% of the shares outstanding.
A full-text copy of Mr. Boos' SEC Report is available at:
https://tinyurl.com/8zm4jv4d
About Lexaria
Lexaria Bioscience Corp. -- www.lexariabioscience.com -- is a
biotechnology company focused on enhancing the bioavailability of a
broad range of fat-soluble active molecules and active
pharmaceutical ingredients through its patented DehydraTECH drug
delivery technology. DehydraTECH combines lipophilic molecules or
APIs with specific long-chain fatty acids and carrier compounds to
improve their absorption into the bloodstream, thereby increasing
their effectiveness, allowing for lower overall dosing, and
promoting healthier oral ingestion methods.
Lexaria Bioscience reported a net loss of $6.71 million for the
year ended August 31, 2023, a net loss of $7.38 million for the
year ended August 31, 2022, a net loss and comprehensive loss of
$4.19 million for the year ended August 31, 2021, a net loss and
comprehensive loss of $4.08 million for the year ended August 31,
2020, and a net loss and comprehensive loss of $4.16 million for
the year ended August 31, 2019. As of February 29, 2024, the
Company had $6.35 million in total assets, $204,203 in total
liabilities, and $6.15 million in total stockholders' equity.
The Company expects to continue incurring significant operational
expenses and net losses over the next 12 months. Its net losses may
vary significantly from quarter to quarter and year to year,
depending on the stage and complexity of its research and
development (R&D) studies, corporate expenditures, additional
revenues from licensing its technology, and payments under current
or future collaborations. The recurring losses and negative net
cash flows raise substantial doubt about the Company's ability to
continue as a going concern.
LINDSEY HEATING: Claims to be Paid From Ongoing Cash Flow
---------------------------------------------------------
Lindsey Heating & Air Conditioning, Inc., filed with the U.S.
Bankruptcy Court for the Middle District of Tennessee a Plan of
Reorganization under Subchapter V dated July 23, 2024.
The Debtor is an HVAC company based in Mount Pleasant Tennessee.
The company installs new heating and cooling equipment primarily in
residential applications and currently have an agreement with
Ferguson HVAC to sell their Ruud line of equipment.
Additionally, Lindsey Heating & Air services older units and
currently has a maintenance inspection service for heating and
cooling equipment. The company holds a state contractors license in
CE (certified electrician) and CMC-C (certified mechanical
contractor) which allows the ability to not only service and sell
equipment but to also do remodel and new construction work. Lastly,
the company possesses the necessary equipment and knowledge to do
septic, plumbing, and electrical work for its customers.
This Plan of Reorganization proposes to pay the creditors of the
Debtor from future income of the Debtor.
Non-priority unsecured creditors holding allowed claims, if any,
will receive pro rata distributions from the ongoing cash flow of
the debtor.
Class 3 consists of All Allowed Unsecured Claims. After review of
the claims register, it appears that these creditors have not yet
filed proofs of claims to date. In the event there is an allowed
general unsecured claim filed by the applicable proof of claim bar
dates, then the Debtor shall pay a pro rata distribution for a
period of no more than 36 months from entry of the confirmation
order in equal monthly payments in the amount of $10 per month for
a total amount of $360.00. Said payments shall commence on the
Effective Date following entry of the confirmation order. The
allowed unsecured claims total $398,777.58.
The Debtor will retain all ownership rights in property of the
estate.
The Debtor anticipates the funds to meet the plan payments shall
come from the daily operations of the Debtor's business.
A full-text copy of the Subchapter V Plan dated July 23, 2024 is
available at https://urlcurt.com/u?l=Lu5kyy from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Jay R. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
908 Harpeth Valley Place
Nashville, TN 37221
Telephone: (615) 256-8300
Facsimile: (615) 255-4516
Email: jlefkovitz@lefkovitz.com
About Lindsey Heating & Air Conditioning
Lindsey Heating & Air Conditioning, Inc. is an HVAC company based
in Mount Pleasant Tennessee.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01606) on May 6,
2024, with $50,001 to $100,000 in assets and $100,001 to $500,000
in liabilities.
Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, is the
Debtor's legal counsel.
LL FLOORING: Faces Immediate NYSE Delisting After Bankruptcy Filing
-------------------------------------------------------------------
The New York Stock Exchange announced on August 12, that the staff
of NYSE Regulation has determined to commence proceedings to delist
the common stock of LL Flooring Holdings, Inc. from the NYSE.
Trading in the Company's common stock will be suspended
immediately.
NYSE Regulation reached its decision that the Company is no longer
suitable for listing pursuant to NYSE Listed Company Manual Section
802.01D after the Company's August 11, 2024 press release and
August 12, 2024 Form 8-K disclosures that the Company and certain
of its direct and indirect subsidiaries filed voluntary petitions
for relief under chapter 11 of title 11 of the United States Code
in the United States Bankruptcy Court for the District of Delaware.
In reaching its delisting determination, NYSE Regulation notes the
uncertainty as to the ultimate effect of this process on the value
of the Company's common stock.
The Company has a right to a review of this determination by a
Committee of the Board of Directors of the Exchange. The NYSE will
apply to the Securities and Exchange Commission to delist the
common stock upon completion of all applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision.
About LL Flooring Holdings
Richmond, Va.-based LL Flooring Holdings, Inc. is a multi-channel
specialty retailer of flooring, flooring enhancements, and
accessories, operating as a single operating segment. The company
offers an extensive assortment of hard-surface flooring, including
waterproof hybrid resilient, waterproof vinyl plank, solid and
engineered hardwood, laminate, bamboo, tile, and cork, with a wide
range of flooring enhancements and accessories to complement. In
addition, the company began offering carpet in 2023 and provides
in-home delivery and installation services to its customers.
As of March 31, 2024, the company has $523.1 million in total
assets, $393.6 million in total liabilities, and $129.5 million in
total stockholders' equity.
MANGALAGIRI TEXTILE: Insolvency Resolution Process Case Summary
---------------------------------------------------------------
Debtor: Mangalagiri Textile Mills Private Limited
Registered Address:
China Kakani Village, Mangalagiri Mandal
Guntur, Andhra Pradesh, India 522503
Insolvency Commencement Date: July 25, 2024
Court: National Company Law Tribunal, Amaravati Bench
Estimated date of closure of
insolvency resolution process: January 21, 2025
Insolvency professional: Immaneni Eswara Rao
Interim Resolution
Professional: Immaneni Eswara Rao
#40-26-22, Mohiddin Street
Chandramoulipuram
Opp. BSNL Telephone Exchange
MG Road, Vijayawada
NTR District, Andrah Pradesh 520010
Email: ip.caier@gmail.com
Last date for
submission of claims: August 14, 2024
MARRIOTT OWNERSHIP: Moody's Cuts CFR to B1 & Unsecured Notes to B2
------------------------------------------------------------------
Moody's Ratings downgraded the ratings of Marriott Ownership
Resorts, Inc. (a subsidiary of Marriott Vacations Worldwide
Corporation, herein combined with other subsidiaries as "Marriott
Vacations") including its Corporate Family Rating to B1 from Ba3,
its Probability of Default Rating to B1-PD from Ba3-PD and its
backed senior unsecured notes ratings to B2 from B1. At the same
time, Moody's affirmed the Ba1 ratings for the company's senior
secured first lien term loan B, senior secured first lien revolving
credit facility and senior secured multi-currency revolving credit
facility based on the existing capital structure. The Speculative
Grade Liquidity Rating (SGL) remains unchanged at SGL-2. The
outlook is stable.
The downgrade reflects weakening performance in Marriott Vacations'
timeshare notes receivable portfolio as recognized in a $70 million
provision for the quarter ended June 30, 2024. This is the second
large provision that the company has recognized over the last 12
months and reflects ongoing stress in the portfolio which has
negatively impacted profitability and leverage. Adjusted
debt-to-EBITDA for 12 months ended June 30, 2024 was 7.1x compared
to Moody's expectation that it would be below 6.5x with further
declines expected thereafter. Marriott Vacations has placed
reducing leverage to pre-pandemic levels as a priority. As a
reference point, 2019 adjusted debt to EBITDA was approximately
5.25x, including asset backed securities (ABS) debt, and had been
at lower levels in prior years. While Moody's expect that Marriott
Vacations will maintain its priority to reduce leverage, the
timeframe that this can be achieved has more uncertainty given the
weakened performance in the vacation ownership notes receivable
portfolio.
RATINGS RATIONALE
Weakened performance in the vacation ownership notes receivable
portfolio has negatively impacted Marriott Vacations with a $70
million reserve increase in the second quarter of 2024. This
followed a similar reserve increase of $59 million in the third
quarter of 2023. The resulting impact of these provisions has
increased leverage and has potentially set Marriott Vacations back
in terms of reducing leverage to historical levels. Going forward,
profitability will also decline from the company's decision to
increase reserves in normal course when new vacation ownership
notes are originated. This action is also being taken by Marriott
Vacations in response to weakened performance trends observed in
the portfolio along with economic conditions.
Given current conditions, Marriott Vacations has also had weakness
in some of its key performance indicators including vacation
ownership contract sales and volume per guest. Marriott Vacations
has introduced sales incentives to improve revenue prospects. While
sales incentives can improve revenue, a declining EBITDA margin
could result – and potentially further extend the timeline to
reduce leverage.
Marriott Vacations' B1 CFR benefits from its strong brand presence
in the upscale segment of the timeshare industry, its geographic
diversity, and the portion of its earnings derived from recurring
and fee-based sources such as resort management and exchange,
rentals and consumer finance. The company also benefits from its
position as one of the largest vacation ownership companies in
terms of revenue, number of owners and timeshare exchange network
membership.
The stable outlook reflects Moody's expectation that Marriott
Vacations will be able to maintain performance, albeit with higher
leverage and a lower EBITDA margin as compared to its historical
norms.
ESG considerations have a limited impact on the Marriott Vacations
credit rating with potential for greater negative impact over time.
Moody's view the company's most material ESG risks as being
moderate exposures to financial strategy and risk management and
customer relations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if adjusted debt/EBITDA (inclusive
of securitized debt) is sustained above 6.5x or there is further
weakening in the performance of the vacation ownership notes
receivable portfolio. A downgrade could also occur if
EBITA/interest expense is sustained below 2.0x or liquidity
weakens. Ratings could be upgraded if Marriott Vacations reduces
adjusted debt/EBITDA towards 5.25x, improves performance in the
vacation ownership notes receivable portfolio and EBITA/interest
expense approaches 3.0x.
Marriott Ownership Resorts, Inc., a subsidiary of Marriott
Vacations Worldwide Corporation, is one of the largest vacation
ownership and timeshare exchange companies. The company develops,
markets, sells and/or manages vacation ownership properties under
brands including the Marriott Vacation Club, Westin Vacation Club,
Sheraton Vacation Club, Grand Residences by Marriott, Hyatt
Residence Club and The Ritz-Carlton Residences brand. Marriott
Vacations has a portfolio of approximately 120 properties and has
the second largest timeshare exchange business with access to
approximately 3,200 resorts. Revenue in 2023 was about $4.7
billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
MBIA INC: Reports $255 Million Net Loss in Fiscal Q2
----------------------------------------------------
MBIA Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $255
million on -$37 million of revenue for the three months ended June
30, 2024, compared to a net loss of $75 million on $28 million of
revenue for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $341 million on -$24 million of revenue, compared to a net
loss of $161 million on $30 million of revenue for the same period
in 2023.
As of June 30, 2024, the Company had $2.3 billion in total assets,
$4.3 billion in total liabilities, and $2 billion in total
deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/ym2s38mj
About MBIA
MBIA Inc., together with its consolidated subsidiaries, operates
within the financial guarantee insurance industry. MBIA manages
its business within three operating segments: 1) United States
public finance insurance; 2) corporate; and 3) international and
structured finance insurance. The Company's U.S. public finance
insurance portfolio is managed through National Public Finance
Guarantee Corporation, its corporate segment is managed through
MBIA Inc. and several of its subsidiaries, including its service
company, MBIA Services Corporation, and its international and
structured finance insurance business is primarily managed through
MBIA Insurance Corporation and its subsidiaries.
MBIA reported a net loss of $487 million for the year ended
December 31, 2023, compared to a net loss of $203 million in 2022.
* * *
Egan-Jones Ratings Company on September 28, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by MBIA Inc.
MIDCONTINENT COMMUNICATIONS: S&P Rates New Unsecured Notes 'B+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '6'
recovery rating to Midcontinent Communications' proposed $650
million senior unsecured notes due 2032. The '6' recovery rating
indicates its expectation for negligible (0%-10%; rounded estimate:
0%) recovery in the event of a payment default. This follows the
recent announcement by Midcontinent that it will extend its
partnership with Comcast through Dec. 31, 2030.
S&P said, "We expect the company to use the proceeds from the notes
to fund a $300 million distribution its shareholders as a result of
the partnership extension (Midcontinent Media Inc., and its 50%
partner Comcast) and fully repay its $350 million of 5.375% senior
unsecured notes due 2027. This follows the proposed $650 million
term loan B due in 2031 (upsized from $600 million) and $475
million revolving credit facility due in 2029 (downsized from $500
million) transactions that were announced in July.
"We view the recent announcement to extend its partnership as a
credit positive. Midcontinent will continue to benefit from
programming cost advantages through its partnership with Comcast,
which can negotiate programming contracts at more favorable rates
given its considerable scale. In addition, the extension relieves
some overhang in the rating, given that a dissolution of the
partnership was scheduled to expire at the end of 2026, which could
have pushed leverage to 6.0x or more if Comcast elected to sell its
stake in Midcontinent. The extension is conditioned upon a
distribution in an amount not less than $300 million on or before
March 31, 2025.
"We expect the dividend will push Midcontinent's S&P Global
Ratings-adjusted leverage to about 4.3x, from about 3.3x, but still
below our 5x downgrade trigger for the current rating."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a default
occurring in 2029 due to intense competitive pressures from
wireless companies and cable overbuilders.
-- S&P has valued the company on a going-concern basis using a
6.0x multiple. The 6.0x valuation multiple is in the middle of the
5.0x-7.0x range we typically use for telecom companies.
-- Other default assumptions include the $475 million revolving
credit facility being 85% drawn and that all debt includes six
months of prepetition interest.
Simulated default assumptions
-- Simulated year of default: 2029
-- EBITDA at emergence: $132 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $755
million
-- Valuation split: 100%/0%
-- Collateral value available to secured claims: $755 million
-- Secured debt: $1.05 billion
--Recovery expectations: 70%-90% (rounded estimate: 70%)
-- Collateral value available to unsecured claims: $0
-- Senior unsecured debt: $675 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
MINIM INC: Jeremy Hitchcock Resigns as Co-CEO, Board Member
-----------------------------------------------------------
Minim Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on August 3, 2024, Jeremy
Hitchcock delivered notice of his resignation as co-Chief Executive
Officer and a member of the Board effective immediately. Mr.
Hitchcock said, "As of today, I hereby resign from all of my
positions at Minim including any officer or director roles."
Such resignation was not a result of a disagreement with the
Company or the Board on any matter relating to the Company's
operations, policies or practices or any other matter.
About Minim Inc.
Minim Inc., founded in 1977, began as a networking company and now
focuses on delivering intelligent software to enhance and protect
WiFi connections. Headquartered in Manchester, New Hampshire, Minim
held the exclusive global license to design, manufacture, and sell
consumer networking products under the Motorola brand until 2023.
The Company's cable and WiFi products feature an intelligent
operating system and a bundled mobile app and were sold through
leading retailers and e-commerce channels in the U.S. Minim's
AI-driven cloud software platform simplifies network management and
security for home and business users, as well as service providers,
enhancing customer satisfaction and reducing support burdens.
For the year ended December 31, 2023, Minim reported a net loss of
$17.63 million, compared to a net loss of $15.55 million for the
year ended December 31, 2022. As of March 31, 2024, the Company had
$1.50 million in total assets, $1.42 million in total liabilities,
and $83,243 in total stockholders' equity.
BF Borgers CPA PC, based in Lakewood, Colorado and the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated April 12, 2024, noting that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.
On May 3, 2024, Minim dismissed BF Borgers CPA PC as its
independent registered public accounting firm. The firm and its
owner, Benjamin F. Borgers, faced charges by the Securities and
Exchange Commission for systemic failures to comply with Public
Company Accounting Oversight Board (PCAOB) standards in over 1,500
SEC filings from January 2021 through June 2023. The charges
included fabricating audit documentation and misrepresenting
compliance with PCAOB standards. Borgers agreed to a $14 million
civil penalty and permanent suspension from practicing before the
Commission.
Following this dismissal, on May 6, 2024, Minim engaged Beckles &
Co. as its new independent registered public accounting firm for
the fiscal year ending December 31, 2024, and the upcoming interim
periods. This appointment was approved by Minim's board of
directors.
MOSS CREEK: S&P Rates New $750MM Senior Unsecured Notes 'B+'
------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '2'
recovery rating to U.S.-based exploration and production company
Moss Creek Resources Holdings Inc.'s proposed $750 million senior
unsecured notes due 2031. The '2' recovery rating indicates our
expectation for substantial (70%-90%; capped at 85%) recovery of
principal by creditors in the event of a payment default.
The company intends to use the net proceeds from this offering,
along with cash on hand, to redeem all of the outstanding $597
million 7.5% senior unsecured notes due 2026 and $401 million of
its outstanding 10.5% senior unsecured notes due 2027 and to pay
fees and expenses in connection with the redemptions. As of June
30, 2024, Moss Creek had around $562 million in cash on hand.
S&P's 'B' issuer credit rating and stable outlook on Moss Creek are
unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Moss Creek's proposed capital structure comprises a
reserve-based lending (RBL) facility with a $1.4 billion borrowing
base and $900 million of elected commitments due 2028 (not rated)
and a $750 million senior unsecured notes due 2031.
-- S&P assigned its 'B+' issue-level rating and '2' recovery
rating to Moss Creek's proposed $750 million senior unsecured
notes. The '2' recovery rating indicates its expectation for
substantial (70%-90%; rounded estimate: 85%) recovery of principal
in the event of a payment default.
-- S&P's simulated default contemplates a default occurring in
2027 due to a sustained period of low commodity prices, which is
consistent with the conditions of past defaults in this sector.
-- S&P bases its valuation of Moss Creek's reserves on a
company-provided PV-10 as of Dec. 31, 2023, using its recovery
price deck assumptions of $50 per barrel (/bbl) for WTI crude oil
and $2.50 per million British thermal unit (/mmBtu) for Henry Hub
natural gas.
-- S&P's analysis assumes the $900 million elected commitment on
the company's RBL facility would be fully drawn at default.
-- In S&P's default scenario, it expects the claims on the
unsecured notes to be effectively subordinated to the claims
relating to the RBL facility.
Simulated default assumptions
-- Simulated year of default: 2027
-- Insolvency jurisdiction (Rank A): The company is headquartered
in the U.S and has majority of its revenue and assets located
domestically.
Simplified waterfall
-- Net enterprise value (after 5% bankruptcy administrative
costs): $2.0 billion
-- Senior secured claims: $934 million
--Recovery expectations: Not applicable
-- Total value available to unsecured claims: $1.07 billion
-- Total unsecured claims: $780 million
--Recovery expectations: 70%-90% (rounded estimate: 85%)
Note: All debt amounts include six months of prepetition interest.
S&P caps its recovery ratings on the unsecured debt of issuers in
the 'B' rating category at '2' to reflect the likelihood that they
will issue additional priority or pari passu debt on the path to
default.
NEUROONE MEDICAL: Inks $3MM Loan Agreement With Growth Opportunity
------------------------------------------------------------------
NeuroOne Medical Technologies Corporation disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
the Company entered into a loan and security agreement with Growth
Opportunity Funding, LLC, as the lender, which provides for a
delayed draw term loan facility in an aggregate principal amount
not to exceed $3.0 million. The Company is permitted to borrow
loans under the Debt Facility from time to time, for general
corporate purposes and subject to certain specified conditions,
until the earliest of: (i) November 30, 2024, (ii) the occurrence
of any Monetization Event (as defined below) or Change of Control
(as defined in the Debt Facility Agreement), or (iii) at the
Lender's option, upon the occurrence and during the continuance of
an event of default under the Debt Facility Agreement.
The Loans mature on February 2, 2026. The outstanding principal
amount of any outstanding Loans will bear interest at a rate of 10%
per annum, payable monthly in arrears and at the maturity date. As
of the closing date of the Debt Facility Agreement, no amounts were
drawn by the Company thereunder.
At closing of the Debt Facility, the Company issued to the Lender a
warrant exercisable for five years for 100,000 shares of Common
Stock at an exercise price of $0.66 per share, subject to
adjustment. At the time of any borrowing of Loans, the Company will
issue to the Lender additional warrants exercisable for five years
for 50,000 shares of Common Stock (for each $500,000 of Loans
borrowed) at the same per share exercise price as the Closing Date
Debt Facility Warrant.
The Company is permitted to voluntarily prepay the outstanding
Loans at any time, without premium or penalty, upon five business
days' prior written notice to the Lender. The Company is required
to prepay outstanding Loans upon the occurrence of (i) any Change
of Control or (ii) certain other events as more fully described in
the Debt Facility Agreement, but in any event including any capital
raise or other transaction pursuant to which the Borrower receives
cumulative cash proceeds in excess of $5.0 million in the aggregate
(each such event in this prong (ii), a "Monetization Event"). The
obligations of the Company under the Debt Facility are secured by a
first-priority security interest in substantially all assets of the
Company, subject to certain exceptions set forth in the Debt
Facility Agreement.
About NeuroOne
Headquartered in Eden Prairie, Minn., NeuroOne Medical Technologies
Corporation is a medical technology company focused on the
development and commercialization of thin film electrode technology
for continuous electroencephalogram ("cEEG") and
stereoelectroencephalography ("sEEG") recording, spinal cord
stimulation, brain stimulation, and ablation solutions for patients
suffering from epilepsy, Parkinson's disease, dystonia, essential
tremors, chronic pain due to failed back surgeries, and other
related neurological disorders. Additionally, the Company is
investigating the potential applications of its technology
associated with artificial intelligence.
Minneapolis, Minn.-based Baker Tilly US, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated Dec. 15, 2023, citing that the Company had recurring losses
from operations and an accumulated deficit, expects to incur losses
for the foreseeable future, and requires additional working
capital. These are the reasons that raise substantial doubt about
the Company's ability to continue as a going concern.
The Company has incurred losses since inception, negative cash
flows from operations, and an accumulated deficit of $68.9 million
as of March 31, 2024. To date, the Company's revenues have not been
sufficient to cover its full operating costs, and as such, it has
been dependent on funding operations through the issuance of debt
and sale of equity securities. The Company has adequate liquidity
to fund its operations through July 2024. The raising of additional
funds is not solely within the control of the Company. These
factors raise substantial doubt about the Company's ability to
continue as a going concern, the Company said in its Quarterly
Report for the period ended March 31, 2024.
NEUROONE MEDICAL: Raises $2.65 Million in Private Placement
-----------------------------------------------------------
NeuroOne Medical Technologies Corporation disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
the Company entered into a Securities Purchase Agreement with
certain accredited investors, pursuant to which the Company, in a
private placement, agreed to issue and sell an aggregate of (i)
2,944,446 shares of the Company's common stock, par value $0.001
per share, and (ii) warrants to purchase an aggregate of 2,208,333
shares of Common Stock at a purchase price of $0.90 per unit,
consisting of one Share and a PIPE Warrant to purchase 0.75 shares
of Common Stock, resulting in total gross proceeds of approximately
$2.65 million before deducting estimated expenses. The Private
Placement closed on August 2, 2024.
In connection with the Private Placement, the Company agreed to
file a registration statement with the U.S. Securities and Exchange
Commission covering the resale of the Shares and the shares of
Common Stock issuable upon exercise of the PIPE Warrants. The
Company has agreed to file such registration statement within 30
days of the closing of the Private Placement.
The PIPE Warrants are exercisable beginning on the date of
issuance, have an exercise price of $1.19 per share, subject to
adjustment, and will expire on the third anniversary of the date of
issuance. Prior to expiration, subject to the terms and conditions
set forth in the PIPE Warrants, the holders of such PIPE Warrants
may exercise the PIPE Warrants for Warrant Shares by providing
notice to the Company and paying the exercise price per share for
each share so exercised. One Purchaser in the Private Placement
included Paul Buckman, a director on the Company's Board of
Directors.
The Company intends to use the net proceeds from the Private
Placement for funding operations, working capital and general
corporate purposes, including to expand commercialization of the
OneRF ablation limited launch, completion of product development
intended for a new ablation indication and completion of the
diligence process with a potential OneRF strategic partner. The
Company has granted the Purchasers indemnification rights with
respect to its representations, warranties and agreements under the
Purchase Agreement
About NeuroOne
Headquartered in Eden Prairie, Minn., NeuroOne Medical Technologies
Corporation is a medical technology company focused on the
development and commercialization of thin film electrode technology
for continuous electroencephalogram ("cEEG") and
stereoelectroencephalography ("sEEG") recording, spinal cord
stimulation, brain stimulation, and ablation solutions for patients
suffering from epilepsy, Parkinson's disease, dystonia, essential
tremors, chronic pain due to failed back surgeries, and other
related neurological disorders. Additionally, the Company is
investigating the potential applications of its technology
associated with artificial intelligence.
Minneapolis, Minn.-based Baker Tilly US, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated Dec. 15, 2023, citing that the Company had recurring losses
from operations and an accumulated deficit, expects to incur losses
for the foreseeable future, and requires additional working
capital. These are the reasons that raise substantial doubt about
the Company's ability to continue as a going concern.
The Company has incurred losses since inception, negative cash
flows from operations, and an accumulated deficit of $68.9 million
as of March 31, 2024. To date, the Company's revenues have not been
sufficient to cover its full operating costs, and as such, it has
been dependent on funding operations through the issuance of debt
and sale of equity securities. The Company has adequate liquidity
to fund its operations through July 2024. The raising of additional
funds is not solely within the control of the Company. These
factors raise substantial doubt about the Company's ability to
continue as a going concern, the Company said in its Quarterly
Report for the period ended March 31, 2024.
NEVADA COPPER: Enters Stalking Horse APA With Critical Materials
----------------------------------------------------------------
Nevada Copper Corp. announced on Aug. 12, that it and its
subsidiaries have entered into an asset purchase agreement with
Southwest Critical Materials LLC, an affiliate of Kinterra Capital
Corp., pursuant to which the Buyer has agreed to purchase
substantially all of the assets of the Company. The purchase price
under the Stalking Horse APA is US$128 million plus the Buyer's
obligation to pay certain cure costs with an adjustment for the
assumption of certain liabilities.
On June 10, 2024, the Company filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
Bankruptcy Court of the District of Nevada. A sales process in
accordance with Section 363 of the U.S. Bankruptcy Code was
initiated by the Company with Moelis & Company LLC who was retained
to assist with the process. The U.S. Bankruptcy Court and the
Superior Court of Justice (Commercial List) of Ontario have
approved bidding procedures for use in connection with the
Company's sale process. In accordance with the Bidding Procedures,
and subject to approval of the Courts, the Buyer will serve as the
stalking horse bidder, establishing a minimum purchase price for
substantially all of the Company's assets.
In order to maximize the proceeds from the sale of the Company's
assets, the Company's sales process remains ongoing in accordance
with the terms of the Bidding Procedures, and other interested
bidders are continuing their participation in the sales process.
Multiple non-binding indications of interest were submitted to the
Company and due diligence by various bidders is actively underway.
The deadline to submit binding offers to purchase substantially all
of the Company's assets is September 6, 2024. Following such
binding offer deadline, an auction may be conducted in respect of
the Company's assets. If the Company receives a higher or otherwise
better bid than the Stalking Horse Bid upon the conclusion of the
sales process, subject to approval by the Courts, such alternative
transaction will proceed, and the Stalking Horse APA will be
terminated. If the Stalking Horse APA is terminated due to the
Company accepting another bid as a result of the auction, or under
certain other limited circumstances (as set forth in greater detail
in the Stalking Horse APA), the Company would be required to pay
the Buyer a customary termination fee pursuant to the terms of the
Stalking Horse APA. In certain other circumstances under which the
Stalking Horse APA could be terminated, the Company would be
required to reimburse the Buyer's transaction expenses up to a
cap.
The consummation of the Stalking Horse Bid is subject to closing
conditions that are customary for transactions of this nature under
Section 363 of the U.S. Bankruptcy Code, including compliance with
the Bidding Procedures and approval of the Courts. There is no
assurance, regardless of whether a better or otherwise higher bid
is received by the Company, that the Stalking Horse Bid or any
other transaction will be completed.
Delisting Review
As previously announced, the Company was under delisting review by
the Toronto Stock Exchange as a result of the Chapter 11
proceedings and its shares currently remain halted from trading on
the TSX. The TSX has now completed its review and ordered that the
Company's shares be delisted effective August 21, 2024.
About Nevada Copper
Nevada Copper, Inc. and affiliates have been in the business of
mining copper and other minerals and operating a processing plant
that refines copper ore into copper concentrate, with the bulk of
the debtors' operations focused on their Pumpkin Hollow project,
which is located outside of Yerington, Nevada. The project, which
contains substantial mineral reserves and resources, including
copper, gold, silver, and iron magnetite, consists of an
underground mine and processing facility, together with an open-pit
project that is in the pre-feasibility stage of development.
The debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Lead Case No. 24-50566) on June 10, 2024.
In the petition signed by Gregory J. Martin, executive vice
president and chief financial officer, Nevada Copper disclosed
$500,000,001 to $1 billion in assets and $100 million to $500
million in liabilities. Judge Hilary L. Barnes oversees the cases.
The debtors tapped Allen Overy Shearman Sterling US, LLP, as
general bankruptcy counsel; McDonald Carano, LLP, as Nevada
bankruptcy counsel; AlixPartners, LLP, as financial and
restructuring advisor; Torys, LLP, as special Canadian and
corporate counsel; Moelis & Company, LLC, as financial advisor and
investment banker; and Epiq Corporate Restructuring, LLC, as notice
and claims agent and administrative advisor.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Nevada
Copper, Inc. and Nevada Copper Corp.
NUZEE INC: Expands Into Asian Markets With New Management
---------------------------------------------------------
NUZEE, INC. announced that it is expanding its sales and
distribution channels in Asia for various types of consumer food
and beverage products, fueled with its online sales platform
utilizing the natural language search function, one type of
artificial intelligence applications.
The Company also announced that it has changed the senior
management and the Board has decided to add a new line of business
-- selling and distributing maca infused food and beverage products
in a number of Asian countries. The recent adjustments of the
executive officers and board members, among others, include:
i）Ms. Jianshuang Wang appointed as the Chairman of the Board
of Directors and the Co-Chief Executive Officer, and
ii) Mr. Randy Weaver promoted to the Co-Chief Executive Officer
in addition to acting as the Company's Chief Financial Officer.
The new Senior Management is experienced in corporate management
and aims to integrate the company's global resources to accelerate
the Company's sales and distribution and overall business
development.
Ms. Jianshuang Wang joined a U.S. listed company (then WeTrade
Group Inc., former ticker symbol "WETG," and now Next Technology
Holding Inc. under current ticker symbol "NXTT") in 2021 and has
been serving as the legal representative of its Chinese subsidiary
and the director of its Hong Kong subsidiary. During her tenure,
she has been responsible for human resources management and
supervising the administrative and operational management.
Mr. Randy Weaver has held various senior management positions, such
as the Chief Financial Officer at Microcomputer Memories, Inc.,
Chief Financial Officer at Bimbo Bakeries USA, President and Chief
Financial Officer at Natural Alternatives International, Chief
Financial Officer of Neptune Wellness Solutions, Inc. and President
of Reinvention Unlimited, Inc. Mr. Weaver received an undergraduate
degree from California State University- Northridge and a graduate
degree from the University of Santa Monica.
Since July 2024, NUZEE has been undergoing its digital marketing,
distribution and sales transformation and has extended its sales
and distribution network to maca infused food and beverages,
committed to reshaping the development of the online marketing,
sales and distribution for consumer products.
Since July, 2024, NUZEE has successfully secured the exclusive
distribution and sales right for all maca products produced by
Jiangsu Kangduoyuan Beverage Co., Ltd., one of the leading maca
production bases in Asia, including maca peptide coffee, macanoli
fruit beverage, maca wine, maca purified powder, and other
full-range products. Through a fully developed digital marketing
plan, NUZEE is confident to achieve global sales growth and enable
the Company to obtain greater enterprise value. However, there is
no guarantee that these efforts will result in the anticipated
sales growth or increased enterprise value.
Maca, is a plant of the deciduous family that originated in South
America. Oval leaves, rootstock shape like small round radish,
edible, maca is a natural food. It is rich in nutrients, high in
unit nutrients, and has the function of nourishing and
strengthening human bodies, and has the reputation of "South
American ginseng." The main growing areas are the Andes in South
America and the Jade Dragon Snow Mountain in Lijiang, Yunnan,
China.
Ms. Jianshuang Wang, Co- Chief Executive Officer of
NUZEE，commented that, "NUZEE plans to transform to a leading
digital marketing, sales and distribution company for consumer
products. We have a professional team to help our business partners
achieve greater value. In the future, we are planning to work with
more business partners to develop business opportunities and create
greater value for our business partners and shareholders."
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single-serve coffee formats, as well as a co-packer of coffee brew
bags, which is also referred to as tea-bag style coffee. In
addition to its single-serve pour-over and coffee brew bag coffee
products, the Company has expanded its product portfolio to offer a
third type of single-serve coffee format, DRIPKIT pour-over
products, as a result of its acquisition of substantially all of
the assets of Dripkit, Inc.
NuZee reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of March 31, 2024, the Company had $3.22
million in total assets, $3.79 million in total liabilities, and a
total stockholders' deficit of $574,897.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
OUTFRONT MEDIA: Declares Quarterly Cash Dividend Payable Sept. 27
-----------------------------------------------------------------
OUTFRONT Media Inc. announced on August 6, 2024, that its board of
directors has declared a quarterly cash dividend on the Company's
common stock of $0.30 per share payable on September 27, 2024, to
shareholders of record at the close of business on September 6,
2024.
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites. As of March
31, 2024, the Company had $5.51 billion in total assets, $4.87
billion in total liabilities, and $647.2 million in total equity.
* * *
Egan-Jones Ratings Company on April 5, 2024, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by OUTFRONT Media Inc.
OUTFRONT MEDIA: Reports Second Quarter 2024 Results
---------------------------------------------------
OUTFRONT Media Inc. reported results for the quarter ended June 30,
2024.
"Our U.S. Media business continued to display solid growth during
the quarter, with revenue up 4% and Adjusted OIBDA up nearly double
that, demonstrating the operating leverage in our business" said
Jeremy Male, Chairman and Chief Executive Officer of OUTFRONT
Media. "Also, we were pleased to complete the sale of our Canadian
business in June, leaving us with an entirely focused domestic U.S.
business."
Second Quarter 2024 Results:
"On June 7, 2024, we sold all of our equity interests in Outdoor
Systems Americas ULC and its subsidiaries, which hold all of the
assets of our outdoor advertising business in Canada"
"In connection with the Transaction, we received C$410.0 million in
cash, which is subject to certain purchase price adjustments. The
following reported results include the historical results of the
Canadian Business through the date of sale."
The Company reported:
* revenues of $477.3 million increased $8.5 million, or 1.8%,
for the second quarter of 2024 as compared to the same prior-year
period. Organic revenues of $461.0 million increased $16.1 million,
or 3.6%.
* billboard revenues of $373.4 million increased $1.8 million,
or 0.5%, compared to the same prior-year period due to an increase
in average revenue per display (yield), and the impact of new and
lost billboards in the period, including insignificant
acquisitions, partially offset by the impact of the Transaction.
Organic billboard revenues, which exclude revenues associated with
the impact of the Transaction and foreign currency exchange rates,
of $360.2 million increased $8.0 million, or 2.3%.
* transit and other revenues of $103.9 million increased $6.7
million, or 6.9%, compared to the same prior-year period, due
primarily to an increase in average revenue per display (yield),
partially offset by the impact of new and lost transit franchise
contracts in the period. Organic transit and other revenues, which
exclude revenues associated with the impact of the Transaction, of
$100.8 million increased $8.1 million, or 8.7%.
*Total operating expenses of $239.8 million decreased $6.1
million, or 2.5%, compared to the same prior-year period, due
primarily to lower billboard property lease costs and the impact of
the Transaction, partially offset by higher posting, maintenance,
and other expenses. Selling, General and Administrative expenses of
$119.1 million increased $10.5 million, or 9.7%, compared to the
same prior-year period, primarily due to higher
compensation-related expenses, including salaries and commissions,
higher professional fees, as a result of a management consulting
project, higher rent related to new offices and a higher provision
for doubtful accounts.
Segment Results:
U.S. Media
* Reported revenues of $460.9 million increased $17.9 million,
or 4.0%, due primarily to higher transit and other revenues, as
well as higher billboard revenues. Billboard revenues increased
2.3% and Transit and other revenues increased 10.9%.
* Operating expenses decreased $1.9 million, or 0.8%,
primarily driven by lower variable property lease expenses and the
net impact of new and lost transit franchise contracts, partially
offset by higher guaranteed minimum annual payments to the New York
Metropolitan Transportation Authority (the "MTA"), higher
compensation-related expenses, higher posting and rotation costs,
and higher maintenance and utilities costs. SG&A expenses increased
by $7.4 million, or 9.0%, primarily driven by higher
compensation-related expenses, a higher provision for doubtful
accounts, higher rent related to new offices and higher insurance
costs, partially offset by lower professional fees.
* Adjusted OIBDA of $140.5 million increased $12.4 million, or
9.7%, compared to the same prior-year period.
Other:
* Reported revenues of $16.4 million decreased $9.4 million,
or 36.4%, primarily driven by the impact of the Transaction and a
decline in third-party digital equipment sales, partially offset by
an increase in average revenue per display (yield). Canada revenues
of $16.3 million decreased $7.6 million, or 31.8%, due primarily to
the Transaction. Organic revenues decreased $1.8 million, or
94.7%.
* Operating expenses decreased $4.2 million, or 31.3%, due
primarily to the impact of the Transaction, as well as lower costs
related to third-party digital equipment sales. SG&A expenses
decreased $0.1 million, or 1.8%, driven primarily by the impact of
the Transaction.
* Adjusted OIBDA of $1.6 million decreased $5.1 million, or
76.1%, compared to the same prior-year period.
Corporate costs, excluding stock-based compensation, increased $3.5
million, or 27.8%, to $16.1 million, due primarily to higher
professional fees, as a result of a management consulting project,
and higher compensation-related expenses.
"As previously disclosed, we recorded impairment charges in 2023
with respect to our U.S. Transit and Other reporting unit,
primarily representing impairment charges related to our MTA asset
group. As a result of negative aggregate cash flows related to our
MTA asset group, we performed quarterly impairment analyses on our
MTA asset group and recorded impairment charges of $8.8 million in
the three months ended June 30, 2024, and $17.9 million in the six
months ended June 30, 2024, representing additional MTA equipment
deployment cost spending during the periods."
Net interest expense in the second quarter of 2024 was $41.1
million, including amortization of deferred financing costs of $1.5
million, as compared to $39.7 million in the same prior-year
period, including amortization of deferred financing costs of $1.8
million. The increase was due primarily to higher interest rates
and a higher average debt balance. The weighted average cost of
debt as of June 30, 2024 was 5.6% and as of June 30, 2023 was
5.4%.
The provision for income taxes was $11.1 million in the second
quarter of 2024 compared to $0.4 million in the same prior-year
period, due primarily to a gain on disposition related to the
Transaction. Cash paid for income taxes in the six months ended
June 30, 2024 was $1.2 million.
Net income attributable to OUTFRONT Media Inc. was $176.8 million
in the second quarter of 2024 compared to a Net loss attributable
to OUTFRONT Media Inc. of $478.9 million in the same prior-year
period. Diluted weighted average shares outstanding were 174.5
million for the second quarter of 2024 compared to 165.0 million
for the same prior-year period. Net income attributable to OUTFRONT
Media Inc. per common share for diluted earnings per weighted
average share was $1.01 in the second quarter of 2024 compared to a
Net loss attributable to OUTFRONT Media Inc. per common share for
diluted earnings per weighted average share of $2.92 in the same
prior-year period.
FFO attributable to OUTFRONT Media Inc. was $83.8 million in the
second quarter of 2024, compared to a deficit of $59.8 million the
same prior-year period, due primarily to lower impairment charges
on non-real estate assets. AFFO attributable to OUTFRONT Media Inc.
increased $6.8 million, or 8.7%, in the second quarter of 2024,
compared to the same prior-year period, due primarily to higher
Adjusted OIBDA and lower cash paid for income taxes.
Net cash flow provided by operating activities increased $13.9
million, or 15.8%, for the six months ended June 30, 2024, compared
to the same prior-year period, due primarily to a smaller use of
cash related to accounts payable and accrued expenses, driven by
lower incentive compensation payments made in 2024, and a decrease
in prepaid MTA equipment deployment costs, partially offset by the
timing of receivables and lower net income in 2024 compared to
2023, due to increased SG&A expenses and higher interest expense.
Total capital expenditures decreased $2.6 million, or 5.8%, to
$42.3 million for the six months ended June 30, 2024, compared to
the same prior-year period.
As of June 30, 2024, our liquidity position included unrestricted
cash of $49.6 million and $493.7 million of availability under our
$500.0 million revolving credit facility, net of $6.3 million of
issued letters of credit against the letter of credit facility
sublimit under the revolving credit facility, and $120.0 of
additional availability under our accounts receivable
securitization facility. During the three months ended June 30,
2024, no shares of our common stock were sold under our
at-the-market equity offering program, of which $232.5 million
remains available. As of June 30, 2024, the maximum number of
shares of our common stock that could be required to be issued on
conversion of the outstanding shares of the Series A Preferred
Stock was approximately 7.8 million shares. Total indebtedness as
of June 30, 2024 was $2.5 billion, excluding $19.2 million of
deferred financing costs, and includes a $400.0 million term loan,
$1.7 billion of senior unsecured notes, $450 million of senior
secured notes, and $30.0 million of borrowings under our accounts
receivable securitization facility.
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites. As of March
31, 2024, the Company had $5.51 billion in total assets, $4.87
billion in total liabilities, and $647.2 million in total equity.
* * *
Egan-Jones Ratings Company on April 5, 2024, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by OUTFRONT Media Inc.
PARAMOUNT RESOURCES: S&P Affirms 'BB-' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed S&P's 'BB-' issuer credit rating on
Calgary-based exploration and production (E&P) company Paramount
Resources Ltd. and revised the business risk profile to weak from
vulnerable.
S&P said, "Our 'BB-' issuer credit rating is supported by
Paramount's lack of debt and resulting strong leverage metrics,
while the rating upside remains constrained by the company's
overall scale relative to higher-rated peers.
"The stable outlook reflects our expectation that moderate
production growth and a debt-free balance sheet (as of June 30,
2024) will enable Paramount to continue to generate strong credit
measures over the next two years. Specifically, we project funds
from operations (FFO) to debt of just over 200% and debt to EBITDA
of about 0.5x for 2024-2025."
Paramount's improved business risk assessment reflects its expanded
operating scale and strong operating performance, partially offset
by meaningful natural gas exposure.
The company's daily average production base has steadily increased
year over year, growing to more than 100,000 barrels of oil
equivalent per day (boe/d) expected for 2024 from just under 70,000
boe/d in 2020. Despite various noncore asset dispositions,
Paramount has also consistently replaced its net proved reserves
base, with our three-year, all-in reserve replacement rate
calculated at 212% (three-year drill bit replacement rate of
237%).
S&P said, "We also expect Paramount will continue to grow its
production roughly 10% per year to reach about 150,000 boe/d in
2028. The company has also maintained a consistently low operating
cost profile, resulting in EBIT break-even of less than US$25/boe
as of June 30, 2024. Accordingly, we view its operational scale,
both from a production and net proved reserves basis, and operating
efficiency as more aligned with peers with business risk
assessments of weak."
Partially offsetting Paramount's increased scale is its meaningful
natural gas exposure at approximately 50% of sales volumes. While
we view its product-mix diversity favorably, the profitability for
gas-focused producers remains consistently weaker than producers
with a crude oil-focused product mix. Accordingly, Paramount's
five-year profitability assessment, which we calculate on a unit
EBIT per thousand cubic feet equivalent (/mcfe) basis, continues to
rank in the bottom quartile of the global peer group. This metric
could improve as Paramount continues to increase its production
scale and focus its drilling on its higher-return, liquids-rich
areas.
While its operating size has increased, Paramount's overall scale
lags higher-rated peers.
Paramount's daily average production, reserves base, and overall
cash flow generation relative to higher-rated peers constrains the
rating upside. S&P said, "For example, we expect Permian Resources
Corp. (BB/Stable/--) to produce 310,000-330,000 boe/d this year,
with 925 million boe of net proved reserves as of year-end 2023
(Paramount reported about 350 million boe of net proved reserves as
of year-end 2023). As a result, we believe the rating upside for
Paramount is limited in the near-to-medium term absent a
transformative business combination that materially increases its
operating scale, ideally with a more liquid-dominant product mix,
without compromising its existing financial risk assessment."
Despite the current weak natural gas price environment, Paramount's
debt-free balance sheet supports the financial metrics and rating.
S&P said, "Given that roughly 50% of Paramount's production is
natural gas, the current weak natural gas pricing compressed our
forecast cash flows for Paramount this year. Most of Paramount's
gas production is exposed to AECO pricing, which has averaged just
US$1.2 per million British thermal units (/mmBtu) so far this year
(relative to about US$2/mmBtu in 2023). Accordingly, we expect free
operating cash flow generation of about C$75 million this year,
about 40% lower than 2023 levels, despite our expectation for 5%-7%
production growth in 2024 versus 2023."
Nevertheless, Paramount has no long-term debt outstanding and an
undrawn C$1 billion credit facility as of June 30, 2024, supporting
its consistently strong leverage metrics. Specifically, we expect
FFO to debt of just over 200% and debt to EBITDA of about 0.5x for
2024-2025. S&P said, "Our adjusted debt calculation comprises only
the company's reported lease liabilities and its discounted and
tax-adjusted asset retirement obligations (about C$450 million as
of year-end 2023). The proceeds from the company's sale of NuVista
Energy Ltd. common shares earlier this year (C$75 million) and
noncore asset dispositions (C$46.5 million completed so far this
year) are not considered in our calculation of discretionary cash
flow. Therefore, we continue to expect the company's C$265 million
annualized base dividend will be fully funded without any material
drawings on the company's credit facility."
S&P said, "The stable outlook reflects our expectation that
relatively favorable oil prices, anticipated production growth, and
a debt-free balance sheet (as of June 30, 2024) will enable
Paramount to continue to generate strong credit measures over the
next two years. Specifically, we project the company to generate
S&P Global Ratings-adjusted FFO to debt averaging just over 200%
over our two-year forecast period (2024-2025). The outlook also
reflects our expectation that management will maintain minimal debt
levels and limit discretionary spending within available cash
flow.
"We could lower the rating if Paramount's FFO to debt declines to
below 60% with limited prospects for improvement. We believe this
could occur if commodity prices fall sharply and management adopts
aggressive financial policies, materially outspending available
cash flow.
"We could raise our rating on Paramount if materially improves its
operating scale to closely align with those of higher-rated peers
and demonstrates improvement in its profitability to the mid-range
of the global peer group by significantly increasing the proportion
of liquids in its product mix. In this scenario, we would also
expect Paramount to sustain FFO to debt comfortably above 60% and
continue to spend within available cash flow."
PARKCHESTER ORAL: Unsecureds Will Get 10% of Claims over 5 Years
----------------------------------------------------------------
Parkchester Oral and Maxillofacial Surgery Associates PC filed with
the U.S. Bankruptcy Court for the Southern District of New York a
Disclosure Statement describing Plan of Reorganization dated July
24, 2024.
In April 2014, the Debtor was formed for the purpose of providing
dental surgical and related dental services to its patients.
The Debtor presently intends to continue to operate with a small
management staff with those employees necessary for daily
operation. The management consists of Dr. Marlon Moore, who is the
Debtor's president and he has 30 years in managing the Debtor's
business and will continue to do so.
Class 6, which is impaired, will consist of all allowed unsecured
claims, including claims arising from the rejection of executory
contracts and unexpired leases. It will also include the unsecured
portion of TD Bank's claim and the SBA Claim. There are additional
claims asserted in the aggregate of $53,818.15, which shall be
satisfied by the payment of 10% of allowed claims in 60 monthly
payments over 5 years commencing on the effective date.
Any payment to be made pursuant to this section may be prepaid in
whole or in part at any time by the reorganized Debtor in its sole
discretion without penalty and the monthly installment will be
proportionately reduced upon the reduction of claims.
Class 7 consists of the holders of common stock of the Debtor. The
stock will be canceled. The reorganized Parkchester will issue 100%
of the stock to Dr. Moore, the existing stockholder who will
provide capital of up to $10,000.00.
Under the Debtor's Plan, the general unsecured creditors are
receiving 10% of allowed claims in 20 quarterly payments for 5
years commencing on the effective date, which is the first Business
Day after the Bankruptcy Court enters the order approving the
Plan.
The general unsecured creditors have the right to reject the Plan,
and if the Debtor attempts a "cram down," under In re Coltex, the
Debtor's shareholders would be required to provide new value to the
Debtor in order to retain their interest. The new value must be
necessary for an effective reorganization, "substantial," monies or
monies worth and reasonably equivalent to the value of the property
to be retained.
A full-text copy of the Disclosure Statement dated July 24, 2024 is
available at https://urlcurt.com/u?l=capuzN from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Marc A. Pergament, Esq.
Weinberg Gross & Pergament, LLP
400 Garden City Plaza, Suite 403
Garden City, NY 11530
Telephone: (516) 877-2424
Facsimile: (516) 877-2460
Email: mpergament@wgplaw.com
About Parkchester Oral and Maxillofacial
Surgery Associates
Parkchester Oral and Maxillofacial Surgery Associates PC is a
dental implants provider in New York.
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 23-11015) on June 28, 2023, with $100,000
to $500,000 in assets and $1 million to $10 million in liabilities.
Marlon K. Moore MD, president, signed the petition.
Michael E. Wiles oversees the case.
Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP, serves
as the Debtor's legal counsel.
PARKLAND CORP: S&P Rates New US$500MM Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings has assigned its 'BB' issue-level rating and '4'
recovery rating to Parkland Corp.'s proposed US$500 million senior
unsecured notes due 2032. The '4' recovery rating indicates its
expectation of modest (30-50%, rounded estimate 45%) recovery in a
simulated default scenario. The 'BB' issue-level rating and '4'
recovery rating on Parkland's existing unsecured notes are
unchanged.
S&P expects the company will use note proceeds to repay a portion
of the revolving credit facility. The new US$500 million notes will
rank equal in right of payment to Parkland's all existing and
future senior indebtedness. S&P views this transaction to be
leverage neutral.
Parkland's debt-to-EBITDA ratio on S&P Global Ratings-adjusted
basis for the last 12 months (LTM) ended June 2024 was 3.9x. As a
result of an unplanned refinery shutdown in Q1-2024 and softer
demand conditions particularly in U.S that could persist through
the second half of the year, S&P has revised our EBITDA forecasts
downward. S&P now expects Parkland to exit 2024 with EBITDA of
about C$1.85 billion-C$1.9 billion
S&P believes there are several credit factors to offset the impact
of the unplanned refinery shutdown and demand headwinds. These
include, a better and higher utilization of the refinery (post the
unplanned shutdown) through the rest of the year and 2025,
monetization of carbon credits and savings from Parkland's supply
optimization initiatives. Furthermore, Parkland aims to realize
cost savings (about run-rate C$100 million by end of 2024) from its
internal initiatives such as standardizing processes streamlining
procurement and re-negotiating supply arrangement.
Finally, Parkland continues to focus on its capabilities in the
convenience segment with addition of new On The Run locations,
which will drive organic growth in the retail segment. Parkland is
focusing on cross-promotional initiatives combining consumer data
from its Journie reward programs (six million Journie customers)
and M&M's loyalty members. Furthermore, Parkland's international
segment continues to positively contribute to overall EBITDA. S&P
believes these factors, despite the softness in consumer demand in
North America will likely lead to EBITDA generation through the
remainder of 2024.
The company is committed to deleveraging through 2025 and bringing
leverage down to 2x-3x by 2025 (equivalent to 3x-4x on an S&P
Global Ratings-adjusted basis). A combination of EBITDA growth and
pause in debt-funded acquisitions will likely lead to improvement
in the company's debt-to-EBITDA ratio on S&P adjusted basis of
about 3.5x- by end of 2024. The company also identified asset sales
of about C$500 million by end of 2025 (including the recently
announced sale of Canadian Propane business), which it will use
toward its capital allocation framework which includes debt
repayment; these asset sales are not incorporated in our forecast.
S&P's rating outlook Parkland remains stable based on its ability
to reduce its debt leverage by sustainably increasing EBITDA (both
fuel and high-margin convenience stores), focusing on
enterprisewide operating efficiency initiatives, and limiting
additional debt-funded acquisitions.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assumes a hypothetical default in 2029 stemming from a
significant decline in fuel volumes and margins, which could result
from a protracted recession that reduces fuel demand and lowers
store traffic.
-- In addition, intensifying competition and lower-than-expected
refinery utilization could pressure cash flows further to the point
that the company is no longer able to operate absent filing for
creditor protection.
-- To value Parkland's Burnaby, B.C., refinery asset, S&P applies
about a US$3,000 multiple to the refinery's 55,000 barrels per day
of crude slate throughput capacity. Its valuation reflects the
favorable market dynamics, access to cost-advantaged sources of
crude through the Trans Mountain Pipeline System, a low-complexity
refinery, and a good product slate because more than 90% of the
refinery output is high-value products.
-- S&P is applying the default assumption of an 85% revolver draw
at the time of default.
-- S&P values the rest of Parkland's assets using an EBITDA
multiple approach--the fuel retail assets are valued at a 5x
multiple on default-year EBITDA of about C$811 million.
Simulated default assumptions
-- Valuation of refinery: About C$215 million
-- Emergence EBITDA of retail assets: C$811 million
-- Multiple: 5x
Simplified waterfall
-- Gross enterprise value (including the valuation for the Burnaby
refinery): about C$4.270 billion
-- Net recovery value for waterfall after administrative expenses
(5%): about C$4.17 billion
-- Estimated priority claims: about C$1.9 million
-- Remaining recovery value: about C$4.05 billion
-- Estimated senior secured claim: about C$1.7 billion
-- Value available for senior secured claim: about C$4.05 billion
--Recovery range: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured claims: about C$5.1 billion
-- Value available for unsecured claims: about C$2.36 billion
--Recovery range: 30%-50% (rounded estimate: 45%)
PERASO INC: Extends Series B Warrants Expiration to Oct. 7
----------------------------------------------------------
Peraso Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on August 6, 2024, the
Company extended the expiration date of its outstanding Series B
warrants (CUSIP number 71360T 135) to 5:00 p.m. (New York City
time) on October 7, 2024, by entering into an amendment to that
certain Warrant Agency Agreement dated as of February 8, 2024 by
and between the Company and the warrant agent, Equiniti Trust
Company, LLC.
The Series B warrants to purchase up to an aggregate of 3,974,520
shares of the Company's common stock, par value $0.001 per share,
were issued on February 8, 2024 as part of an underwritten public
offering. The Series B Warrants have an exercise price of $2.25 per
share and would otherwise have expired at 5:00 p.m. (New York City
time) on August 8, 2024.
The Series B Warrants and shares of common stock issuable upon
exercise of the Series B Warrants are registered on the Company's
registration statement on Form S-1, as amended (File No.
333-276247), previously filed with and declared effective by the
Securities and Exchange Commission.
About Peraso Inc.
Headquartered in San Jose, California, Peraso Inc. --
www.perasoinc.com -- is a fabless semiconductor company focused on
the development and sale of: (i) millimeter wavelength wireless
technology, or mmWave, semiconductor devices and antenna modules
based on its proprietary semiconductor devices and (ii) performance
of non-recurring engineering, or NRE, services and licensing of
intellectual property, or IP. The Company's primary focus is the
development of mmWave, which is generally described as the
frequency band from 24 Gigahertz, or GHz, to 300 GHz. The Company's
mmWave products enable a range of applications including:
multi-gigabit point-to-point, or PtP, wireless links with a range
of up to 25 kilometers and operating in the 60 GHz frequency band;
multi-gigabit point-to-multi-point, or PtMP, links in the 60 GHz
frequency band used to provide fixed wireless access, or FWA,
services; FWA in the 5G operating bands from 24 GHz to 43 GHz to
provide multi-gigabit capability and low latency connections;
military communications; and consumer applications, such as
high-performance wireless video streaming and untethered augmented
reality and virtual reality. The Company also has a line of
memory-denominated integrated circuits, or ICs, for high-speed
cloud networking, communications, security appliances, video,
monitoring and testing, data center, and computing markets that
deliver time-to-market, performance, power, area, and economic
benefits for system original equipment manufacturers, or OEMs.
As of March 31, 2024, Peraso had $11.5 million in total assets,
$4.8 million in total liabilities, and total stockholders' equity
of $6.7 million.
Los Angeles, California-based Weinberg & Company, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 29, 2024, citing that during the year ended Dec.
31, 2023, the Company incurred a net loss and utilized cash in
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PHUNWARE INC: Incurs $2.63 Million Net Loss in Second Quarter
-------------------------------------------------------------
Phunware, Inc., filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $2.63
million on $1.01 million of net revenues for the three months ended
June 30, 2024, compared to a net loss of $6.52 million on $1.30
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 $4.92 million on $1.93 million of net revenues, compared to
a net loss of $10.79 million on $2.64 million of net revenues for
the same period during the prior year.
As of June 30, 2024, the Company had $23.07 million in total
assets, $8.98 million in total liabilities, and $14.09 million in
total stockholders' equity.
As of June 30, 2024, the Company held total cash of $20.4 million,
all of which was held in the United States. The Company has a
history of operating losses and negative operating cash flows. As
the Company continues to focus on growing its revenues, the Company
expects these trends to continue into the foreseeable future.
Management Comments
"We are pleased to report solid results and continued momentum in
our business for the second quarter," said Troy Reisner, Phunware
CFO. "Our team continued to work hard to support our existing
customers, including executing early renewals with three of our
largest customers, which demonstrates the demand for and value of
our product and services."
Phunware CEO Mike Snavely commented, "We continue to build on the
momentum we began last quarter, driven by several major client
renewals in the hospitality and healthcare sectors early in the
second quarter. Our software bookings are up nearly 10x over the
prior six-month period which is a testament to the effectiveness of
our revamped sales team and evolving sales model, which continues
to drive a strong pipeline while reducing the length of our sales
cycle.
"Our go-forward strategy continues to evolve as we evaluate both
the business coming in and the business we are actively pursuing,
and we have begun to prudently activate our marketing spend, all
designed to continue to encourage our current customers to renew
early. We look forward to discussing our continued growth and
demonstrate our increasing strength in the market, reminding
customers and investors alike that we have long been leaders in
this space and that we intend to continue to forge ahead as leaders
in the mobile space," Mr. Snavely concluded.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1665300/000149315224030809/form8-k.htm
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions, and
services necessary to engage, manage, and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $52.78 in 2023, a net loss of
$50.89 million in 2022, a net loss of $53.52 million in 2021, a net
loss of $22.20 million in 2020, a net loss of $12.87 million in
2019, a net loss attributable to common shares of $923,180 for the
year ended Nov. 30, 2018, and a net loss attributable to common
shares of $307,274 for the year ended Dec. 30, 2017.
PLATINUM AIR: Unsecureds Will Get 30% Dividend over 60 Months
-------------------------------------------------------------
Platinum Air Systems, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Subchapter V Plan of
Reorganization dated July 23, 2024.
The Debtor is a general contractor and specializes in the
installation of air conditioning and HVAC systems in Volusia
County, Florida. The Debtor is located at 1260 Hand Avenue, Ormond
Beach, FL 32174.
John Bruce is the principal and sole shareholder of the Debtor. The
Debtor derives all its operating revenue from its operation. The
Debtor's annual gross receipts were as follows: January 1, 2024, to
Petition Date: $400,000; 2023: $1,700,000; 2022: $1,500,000.
The Debtor has thrived post petition with new business unimpeded by
the forced collections by MCA's. The Debtor anticipates
successfully emerging from Chapter 11 without the need for post
petition financing.
This Plan provides for: 1 class of administrative claims; 1 class
of priority claims; 2 classes of secured claims; 1 class of
unsecured claims; and 1 class of equity security holders.
Class 5 consists of the Allowed Unsecured Claims against the
Debtor, which are estimated to total $440,000, which will be paid
pro rata in 60 equal $2500 monthly installments beginning on the
Effective Date. This equates to a 30% dividend to holders of
Allowed Unsecured Claim. These claims shall be paid directly by the
Debtor. The pool of unsecured creditors include claims filed as
secured by the following creditors: Fora Financial Asset
Securitization; Headway Capital, LLC; and Bluevine, Inc. The Debtor
believes these claims to be unsecured.
Consequently, the Debtor anticipates the filing of Objections to
Claim and/or Motions to Determine Secured Status of these claims.
The Plan shall be modified as necessary following resolutions of
the Objections and Motions directed to these creditors.
Class 6 consists of any and all membership interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of interests shall retain their full equity
interest in the same amounts, percentages, manner and structure as
existed on the Petition Date.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Subchapter V Plan dated July 23, 2024 is
available at https://urlcurt.com/u?l=tT3bSL from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Scott W. Spradley, Esq.
Law Offices of Scott W. Spradley, P.A.
301 South Central Avenue
P.O. Box 1
Flagler Beach, FL 32136
Tel: 386/693-4935
Fax: 386/693-4937
Email: scott@flaglerbeachlaw.com
About Platinum Air Systems
Platinum Air Systems, Inc. is a general contractor and specializes
in the installation of air conditioning and HVAC systems in Volusia
County, Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-bk-01918) on April
19, 2024, with $50,001 to $100,000 in assets and $100,001 to
$500,000 in liabilities.
Judge Lori V. Vaughan Judge Lori V. Vaughan
Scott W. Spradley, at the Law Offices Of Scott W. Spradley, P.A.,
is the Debtor's legal counsel.
PRESTO AUTOMATION: Trading Moved to OTC After Nasdaq Delisting
--------------------------------------------------------------
As previously disclosed, on February 6, 2024, Presto Automation
Inc. received a notice from the Listing Qualifications Department
of The Nasdaq Stock Market LLC stating that the Company was not in
compliance with the requirement to maintain a minimum Market Value
of Listed Securities of $50 million, as set forth in Nasdaq Listing
Rule 5450(b)(2)(A), because the MVLS of the Company was below $50
million for the 30 consecutive business days prior to the date of
the Notice. In accordance with Nasdaq Listing Rule 5810(c)(3)(C),
the Company was provided 180 calendar days from the date of the
Notice, or until August 5, 2024, to regain compliance with the MVLS
Requirement.
On August 6, 2024, the Company received a Staff determination
letter from Nasdaq informing the Company that the Company had not
regained compliance with the MVLS Requirement and this matter
serves as an additional basis for delisting the Company's
securities from Nasdaq.
As previously disclosed, the Company had already received a
separate Staff determination letter from Nasdaq informing the
Company that the Company had not regained compliance with the
requirement to maintain a minimum closing bid price of $1.00 per
share, as set forth in Nasdaq Listing Rule 5450(a)(1). The Company
had previously disclosed that it intended to request a hearing
before a Nasdaq Hearings Panel. The Company requested such a
hearing on July 5, 2024, but on August 6, 2024, the Company
informed Nasdaq that it was withdrawing its appeal. As a result of
the Company withdrawing its appeal, on August 6, 2024, the Company
received a letter from Nasdaq informing the Company that its shares
of common stock, par value $0.0001 per share (the "Common Stock"),
and warrants would be suspended at the open of business on August
8, 2024 and that Nasdaq would file a Form 25-NSE with the
Securities and Exchange Commission to remove the Company's
securities from listing and registration on Nasdaq.
The Company expects that the trading of its common stock will
transition to the OTC Bulletin Board or "pink sheets" market
shortly. The transition to over-the-counter markets is not expected
to affect the Company's operations or business and does not change
its reporting requirements under SEC rules. The Company cannot
predict what the impact of the transition will be on the liquidity
in its Common Stock.
The Company is examining whether it will be eligible to terminate
the registration of the Common Stock under the Exchange Act of
1934, as amended. If eligible, such termination would result in the
Company ceasing to file Forms 10-K, 10-Q and 8-K in the near
future. The Common Stock would remain outstanding, but its
liquidity may be materially adversely affected.
About Presto Automation
Presto (Nasdaq: PRST) provides enterprise-grade AI and automation
solutions to the restaurant industry. Presto's solutions are
designed to decrease labor costs, improve staff productivity,
increase revenue, and enhance the guest experience. Presto offers
its AI solution, Presto Voice, to quick service restaurants (QSR)
and its pay-at-table tablet solution, Presto Touch, to casual
dining chains. Some of the most recognized restaurant names in the
United States are among Presto's customers, including Carl's Jr.,
Hardee's, and Checkers for Presto Voice.
The Company cautioned in its Quarterly Report for the period ended
Sept. 30, 2023, that substantial doubt exists about the Company's
ability to continue as a going concern within the next 12 months
from the issuance of its report. The Company continues efforts to
mitigate the conditions or events that raise this substantial
doubt; however, as some components of these plans are outside of
management's control, the Company cannot offer any assurances they
will be effectively implemented. The Company cannot offer any
assurance that any additional financing will be available on
acceptable terms or at all. If the Company is unable to raise
additional capital, it would likely lead to an event of default
under the Credit Agreement and the potential exercise of remedies
by the Agent and Lender, which would materially and adversely
impact its business, results of operations, and financial
condition.
RACKSPACE TECHNOLOGY: Posts $25 Million Net Income in 2nd Quarter
-----------------------------------------------------------------
Rackspace Technology, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $25 million on $684.9 million of revenue for the three months
ended June 30, 2024, compared to a net loss of $27.2 million on
$746.3 million of revenue for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $615.6 million on $1.37 billion of revenue, compared to a
net loss of $639.2 million on $1.51 billion of revenue for the six
months ended June 30, 2023.
As of June 30, 2024, the Company had $3.39 billion in total assets,
$4.15 billion in total liabilities, and a total stockholders'
deficit of $756.2 million.
As of June 30, 2024, the Company had cash and cash equivalents of
$190 million with no balance outstanding on its New Revolving
Credit Facility ($375 million of undrawn commitments).
Amar Maletira, chief executive officer, stated, "Our second quarter
financial results once again exceeded guidance for revenue,
operating profit, and EPS. We are focused on strengthening our
pipeline in both Private and Public Cloud, stabilizing and growing
revenue and profit while continuing to drive cost efficiencies. We
are pleased with the steady progress on all fronts."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1810019/000181001924000132/rxt-20240630.htm
About Rackspace Technology
Headquartered in San Antonio, Texas, Rackspace Technology, Inc. --
http://www.rackspace.com/-- is an end-to-end multicloud technology
services company. The Company designs, builds, and operates its
customers' cloud environments across all major technology
platforms, irrespective of technology stack or deployment model.
The Company partners with its customers at every stage of their
cloud journey, enabling them to modernize applications, build new
products and adopt innovative technologies.
Rackspace reported a net loss of $837.8 million in 2023, a net loss
of $804.8 million in 2022, a net loss of $218.3 million in 2021,
and a net loss of $245.8 million in 2020.
* * *
As reported by the TCR on May 18, 2023, S&P Global Ratings lowered
its issuer credit rating on Rackspace to 'CCC+' from 'B-' and
revised the outlook to negative from stable. S&P said the negative
outlook reflects the rising risk of distressed exchange by the
Company from further EBITDA margin degradation and free cash flows
sustaining negative.
REMARK HOLDINGS: Trades $16.3M in Notes for Convertible Debentures
------------------------------------------------------------------
Remark Holdings, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on August 5, 2024, it
entered into an Exchange Agreement with Mudrick Capital Management,
L.P., on behalf of itself and the holders of certain outstanding
promissory notes issued by the Company in the principal amount of
$16,307,175.50 pursuant to which the Investors and Remark exchanged
the Original Notes for newly-issued, secured convertible debentures
issued by Remark in an aggregate principal amount equal to the sum
of the Original Principal and accrued and unpaid interest on the
Original Principal in the aggregate amount of $3,673,462.12.
The Secured Convertible Debentures mature on May 15, 2025, and bear
interest at a rate of 20.5% per annum, and the interest is payable
in kind by the issuance by Remark to the Investors of shares of
Remark's common stock as described below. The Secured Convertible
Debentures are convertible, at the option of the Investors, at any
time, into such number of shares of Remark common stock equal to
the principal amount of the Secured Convertible Debentures
converted plus all accrued and unpaid interest on such principal
amount at a conversion price equal the closing price of the
Remark's common stock on the trading day immediately preceding the
conversion date, subject to a floor price of $0.10, subject to (i)
equitable adjustments resulting from any stock splits, stock
dividends, recapitalizations or similar events and (ii) the
availability of authorized shares of common stock which can be
reserved for the purpose of such conversion.
In no event will the Investors be entitled to convert any portion
of the Secured Convertible Debentures in excess of that portion
which would result in beneficial ownership by it and its affiliates
of more than 9.99% of the outstanding shares of common stock,
unless such Investors deliver to Remark written notice at least 61
days prior to the effective date of such notice that the provision
be adjusted to 9.99%. The Secured Convertible Debentures provide
that neither the Investors nor any affiliate may sell or otherwise
transfer, directly or indirectly on any trading day any shares of
Remark common stock an amount representing more than 10.0% of the
trading volume of the common stock.
In addition, the Secured Convertible Debentures are redeemable by
Remark at a redemption price equal to 100% of the sum of the
principal amount of the Secured Convertible Debentures to be
redeemed plus accrued interest, if any.
Upon the occurrence of events of default specified in the Secured
Convertible Debentures, including the failure to pay the
outstanding principal amount of the Secured Convertible Debentures
and all accrued and unpaid interest thereon when due, the breach of
the terms of the Exchange Agreement, the Secured Convertible
Debentures or the Security Agreement (as defined below), the breach
of Remark's or the Guarantors (as defined below) representations
and warranties in the Exchanges Agreement, the Secured Convertible
Debentures or the Security Agreement, certain bankruptcy events
with respect to Remark or the Guarantors, the failure to pay
amounts due and payable under any indebtedness of Remark or a
Guarantor in an amount in excess of $100,000 or a final judgment is
entered against Remark or a Guarantor in an aggregate amount in
excess of $100,000, all amounts owed under the Secured Convertible
Debenture, together with default interest at 22.5% per annum, shall
then become due and payable. In addition, the Collateral Agent (as
defined below) shall have the right to exercise remedies set forth
in the Security Agreement.
The Secured Convertible Debentures are guaranteed by certain direct
and indirect subsidiaries of Remark and are secured by all the
assets (wherever located, whether now owned or hereafter acquired)
of Remark and the Guarantors pursuant to a Guaranty and Security
Agreement dated as of August 5, 2024, by and among Remark, as the
Guarantors, the Investors and Argent Institutional Trust Company.
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- is a diversified global technology
business with leading artificial intelligence and data analytics,
as well as a portfolio of digital media properties. The Company's
innovative artificial intelligence ("AI") and data analytics
solutions continue to gain worldwide awareness and recognition
through comparative testing, product demonstrations, media
exposure, and word of mouth. The Company continues to see positive
responses and increased acceptance of its software and applications
in a growing number of industries.
Remark Holdings reported a net loss of $29.15 million for the year
ended Dec. 31, 2023, compared to a net loss of $55.48 million for
the year ended Dec. 31, 2022. As of March 31, 2024, the Company had
$10.14 million in total assets, $52.57 million in total
liabilities, and a total stockholders' deficit of $42.44 million.
Los Angeles, California-based Weinberg & Company, P.A., 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 and negative
cash flows from operating activities and has a negative working
capital and a stockholders' deficit that raise substantial doubt
about its ability to continue as a going concern.
ROSSWOOD REALTY: Files for Chapter 11 Bankruptcy
------------------------------------------------
Rosswood Realty LLC filed Chapter 11 protection in the Central
District of California. According to court filing, the Debtor
reports between $500,000 and $1 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
August 28, 2024 at 10:00 a.m. at UST-LA2, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-816-0394, PARTICIPANT CODE:5282999.
About Rosswood Realty LLC
Rosswood Realty LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16036) on July 30,
2024. In the petition filed by Farhad Saedi, as managing member,
the Debtor estimated assets between $1 million and $10 million and
estimated liabilities between $500,000 and $1 million.
The Honorable Bankruptcy Judge Neil W. Bason oversees the case.
The Debtor is represented by:
Thomas B Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: 213-202-6070
Fax: 213-202-6075
Email: tom@urelawfirm.com
SILVERBILLS INC: Commences Subchapter V Bankruptcy Proceeding
-------------------------------------------------------------
Silverbills Inc. filed Chapter 11 protection in the Southern
District of New York. According to court filing, the Debtor reports
$1,380,812 in debt owed to 1 and 49 creditors. The petition states
that funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
August 28, 2024 at 2:00 p.m. at Office of UST (TELECONFERENCE
ONLY).
About Silverbills Inc.
Silverbills Inc. is revolutionizing household bills using secure
proprietary software and personal support. SilverBills manages the
entire bill paying process: receiving, analyzing, storing, and
paying.
Silverbills Inc. sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11323) on
July 30, 2024. In the petition filed by Nathaniel Eberhart, as CEO
and director, the Debtor reports total assets of $3,343 and total
liabilities of $1,380,812.
The Honorable Bankruptcy Judge Philip Bentley handles the case.
The Debtor is represented by:
Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
SINCLAIR BROADCAST: Reports $17 Million Net Income in Fiscal Q2
---------------------------------------------------------------
Sinclair, Inc. reported financial results for the three and six
months ended June 30, 2024.
Highlights:
* Met second quarter Revenue guidance on Distribution and
Advertising
* Exceeded second quarter Adjusted EBITDA guidance
* As of August 1, the Company has booked $146 million in
political advertising for the second half of the year through
Election Day; this compares to $78 million as of August 1, 2020
* Company increases full-year political advertising guidance
to a range of $385 million to $410 million, representing growth of
10% to 17% compared to 2020 excluding the Georgia runoff.
CEO Comment:
"Sinclair delivered solid second-quarter results, meeting our
guidance expectations across major financial metrics, including a
$105 million monetization of an investment in our Ventures
portfolio," commented Chris Ripley, Sinclair's President and Chief
Executive Officer. "Total advertising revenue was up 11%
year-over-year and distribution revenues grew by 4%. With almost
60% of our Big 4 subscribers still to be renewed this year, we are
confident in our ability to grow net retrans in line with our
2-year CAGR estimates. As we enter the second half of the year, we
are buoyed by strong momentum and multiple cash flow drivers.
Political advertising revenue is on track to be our largest ever,
with expected double-digit growth rates over the 2020 presidential
election year. Coupled with growth in distribution revenues, and
continued strength in core advertising trends, we are
well-positioned for a robust finish to the year."
Recent Company Developments:
Content and Distribution:
* Year-to-date, Sinclair's newsrooms have won a total of 176
journalism awards, including 24 RTDNA Regional Edward R. Murrow
Awards for Outstanding Journalism, 4 National Headliner Awards, and
23 regional Emmy awards.
Community:
* In June and July, the Company partnered with Feeding
America® to coordinate Sinclair Cares: Summer Hunger Relief, an
awareness and fundraising campaign to help provide meals to
children and families across the U.S. this summer.
* Also in July, the Company announced that it has awarded
scholarships to 12 university students as a part of its annual
Diversity Scholarship program. Having provided more than $370,000
in tuition assistance since 2013, the annual Sinclair Broadcast
Group Diversity Scholarship aims to invest in the future of the
local media industry and help students from diverse backgrounds,
who reflect Sinclair's audiences nationwide, complete their
education and pursue careers in local media journalism, digital
storytelling, and marketing.
Investment Portfolio:
* During the second quarter, Ventures made investments of
approximately $26 million in minority investments and received
distributions, including exit payments, of approximately $109
million.
NextGen Broadcasting (ATSC 3.0):
* To date, the Company has launched NextGen Broadcast in 45
markets, including the recent launch of Myrtle Beach-Florence, SC.
NextGen Broadcast is now available in over 75% of the TV households
in Sinclair's licensed footprint.
Financial Results:
Three Months Ended June 30, 2024 Consolidated Financial Results:
* Total revenues increased 8% to $829 million versus $768
million in the prior year period. Media revenues increased 8% to
$819 million versus $761 million in the prior year period.
* Total advertising revenues of $343 million increased 11%
versus $309 million in the prior year period. Core advertising
revenues, which exclude political revenues, were $303 million, in
line with the prior year period.
* Distribution revenues of $435 million increased versus $418
million in the prior year period.
* Operating income of $64 million increased versus an
operating loss of $3 million in the prior year period.
* Net income attributable to the Company was $17 million
versus net loss of $89 million in the prior year period.
* Adjusted EBITDA increased 42% to $158 million from $111
million in the prior year period.
* Diluted earnings per common share was $0.27 as compared to
diluted loss per common share of $1.38 in the prior year period.
Six Months Ended June 30, 2024 Consolidated Financial Results:
* Total revenues increased 6% to $1,627 million versus $1,541
million in the prior year period. Media revenues increased 6% to
$1,611 million versus $1,527 million in the prior year period.
* Total advertising revenues of $664 million increased 7%
versus $618 million in the prior year period. Core advertising
revenues, which excludes political revenues, of $600 million were
down 1% versus $609 million in the prior year period.
* Distribution revenues of $871 million increased versus $844
million in the prior year period.
* Operating income of $106 million increased versus operating
income of $18 million in the prior year period.
* Net income attributable to the Company was $40 million
versus net income of $96 million in the prior year period.
* Adjusted EBITDA increased 28% to $297 million from $232
million in the prior year period.
* Diluted earnings per common share was $0.61 as compared to
diluted earnings per common share of $1.43 in the prior year
period.
About Sinclair Broadcast Group
Headquartered in Hunt Valley, Maryland, Sinclair Broadcast Group,
Inc. operates as a television broadcasting company.
As of March 31, 2024, the Company had $6.03 billion in total, $5.77
billion in total liabilities, and $269 million in total equity.
* * *
Egan-Jones Ratings Company, on December 6, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Sinclair Broadcast Group, Inc.
SINTX TECHNOLOGIES: Names Eric Olson as New CEO, President
----------------------------------------------------------
SINTX Technologies, Inc. announced on August 6, 2024, that its
Board of Directors has appointed Eric K. Olson to succeed B. Sonny
Bal, MD as the Company's Chief Executive Officer and President.
Mr. Olson's appointment follows the Company's recent announcement
that Dr. Bal was retiring from his position as Chief Executive
Officer and President effective upon the appointment of a new chief
executive officer and president by the Board of Directors. Dr. Bal
will continue to serve as Chairman of the Board on the Company's
Board of Directors.
For over 30 years, Mr. Olson has been a serial founder and
entrepreneur in a broad range of medical device, diagnostic,
biologic and biomaterial companies. Most recently Mr. Olson was the
Founder, Chief Executive Officer and Board Member of Foresite
Innovations, LLC, a private healthcare innovation and development
holding company. He is accomplished in leading and motivating all
levels of management in a variety of company sizes and industries
both domestically and internationally. Mr. Olson previously served
as CEO, President, and as a member of the Board of Directors for
the Company while it was known as "Amedica Corporation." Mr. Olson
played a key role in the Company's 2014 initial public offering and
becoming listed on the NASDAQ Capital Market. Mr. Olson has served
in senior executive roles of President, Chief Executive Officer and
as a member of the Board Directors.
"On behalf of SINTX's board, I am extremely excited that Eric has
agreed to serve as our next CEO and President," said Dr Bal. "Eric
brings many years of experience and leadership qualities that will
be crucial in guiding the Company in the coming years."
"We remain focused on accelerating development and
commercialization of the Company's technologies and looking for new
opportunities that will enhance shareholder value," stated Mr.
Olson.
The SINTX Board of Directors also designated Gregg Honigblum as
Board Advisor. Mr. Honigblum has over 35 years' experience as a
financial advisor and is a Managing Director for FNEX Securities
(https://fnex.com/people/gregg-honigblum/). From 2003 to 2013, Mr.
Honigblum was responsible for raising the Company's private equity
funding prior to its IPO in 2014. From, 2006 to 2013, Mr. Honigblum
was a member of the Board of Directors of SINTX Technologies
(formerly Amedica Corporation).
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com/ -- is an advanced ceramics company that
develops and commercializes materials, components, and technologies
for biomedical, technical, and antipathogenic applications. The
core strength of SINTX Technologies is the manufacturing, research,
and development of advanced ceramics for external partners.
SINTX reported a net loss of $8.26 million for the year ended Dec.
31, 2023, compared to a net loss of $12.04 million for the year
ended Dec. 31, 2022. As of March 31, 2024, SINTX had $17.56 million
in total assets, $7.63 million in total liabilities, and $9.93
million in total stockholders' equity.
Lehi, Utah-based Tanner LLC, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
27, 2024, citing that the Company has recurring losses from
operations and negative operating cash flows and needs to obtain
additional financing to finance its operations. These issues raise
substantial doubt about the Company's ability to continue as a
going concern.
SPLASH BEVERAGE: Issuance of Shares After Note Conversion Okayed
----------------------------------------------------------------
Splash Beverage Group, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that at the
Special Meeting of Stockholders held on July 31, 2024, 19,122,845
shares of the Company's common stock were represented in person or
by proxy out of the 51,982,531 shares outstanding and entitled to
vote as of June 12, 2024, the record date for the Special Meeting.
The Company's Stockholders approved the issuance of shares of its
common stock, par value $0.001, representing more than 20% of its
Common Stock outstanding upon the conversion of Convertible Notes
and Warrants issued to certain accredited investors on May 1, 2024,
respectively convertible into up to 4,625,000 shares of Common
Stock and exercisable into 4,625,000 shares of Common Stock, which
amount would be in excess of 19.99% of the issued and outstanding
shares of Common Stock, in accordance with section 713 of the NYSE
American LLC Company Guide.
About Splash Beverage Group
Fort Lauderdale, Florida-based Splash Beverage Group, Inc. is a
portfolio company specializing in managing multiple brands across
various growth segments within the consumer beverage industry. The
Company focuses on incubating and acquiring brands with the aim of
accelerating them to higher volumes and increased sales revenue.
As of March 31, 2024, Splash Beverage Group had $8,558,467 in total
assets, $18,061,155 in total liabilities, and $9,502,688 in total
stockholders' deficit.
Rose, Snyder & Jacobs, based in Encino, California and the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated March 29, 2024. The qualification
highlighted that the Company has experienced recurring losses from
operations, an accumulated deficit, and a working capital
deficiency, which raise substantial doubt about its ability to
continue as a going concern.
STEWARD HEALTH: Bankruptcy Court to Review Sale of Six Hospitals
----------------------------------------------------------------
Bankruptcy Court in Houston to hold a hearing on August 16 at 11
a.m. to Approve Sale of Six Hospitals, with the fate of one of
those hospitals, Holy Family Hospital in Haverhill, placed in
doubt.
The hearing scheduled before Judge Christopher Lopez is to review
and approve asset purchase agreements negotiated between Steward
Healthcare, their lender and the Commonwealth, which will make
public the qualified bidders and potential new operators for Good
Samaritan Medical Center in Brockton, Morton Hospital in Taunton,
St. Anne's Hospital in Fall River and St. Elizabeth's Medical
Center in Brighton. Until last week, all indications were there
would also be a qualified bid and agreement with the state for the
purchase and operation of both Holy Family Hospital in Methuen and
Holy Family Hospital in Haverhill (which are covered under a single
license). On Friday, information surfaced that the bidder for those
two facilities altered its bid to exclude Holy Family Haverhill,
which would leave another community without a hospital, one that
serves a population of more than 67,000 residents.
Tuesday, August 13 at 6 p.m. at Florian Hall, 55 Hallet St., Boston
-- Department of Public Health to hold public hearing on the
closure of Carney Hospital, where hundreds of concerned residents,
caregivers and officials are expected to turn out to voice strong
opposition to the closure and to call on the state to save the
facility.
DPH is holding the public hearing as required by the state law
governing the closure of essential services, which also stipulates
that the provider must provide 120 days' notice prior to any
closure. Steward and the state have claimed there are no qualified
bidders to operate the hospital and as of now, the administration
has agreed to allow the closure, thus leaving Dorchester, the
largest neighborhood in Boston with more than 122,000 residents
without local access to acute care services, including an emergency
department and more than 70 desperately needed mental health beds.
The state is allowing this closure at a time when the city's other
emergency departments are already overwhelmed with patients, and
when patients in the midst of an acute mental health crisis can
wait for days and even weeks to access a mental health bed anywhere
in the state. Last week, the Boston City Council passed a
resolution calling on the Governor to declare a public health
emergency as part of an effort to preserve the hospital.
Thursday, August 15 at 6 p.m. at Devens Community Center, 31
Andrews Pkwy, Devens -- Department of Public Health to hold a
public hearing on the closure of Nashoba Valley Medical Center,
where hundreds are also expected to turn out to voice strong
opposition to the closure and to call on the state to save the
facility.
As with the community served by Carney Hospital, residents,
caregivers, first responders and local and state officials are
outraged by the state's acquiescence to the closure of NVMC, which
is located in Ayer and serves more than 15 surrounding communities
in North Central Mass. The NVMC closure will deprive more than
150,000 residents of local access to acute care, including life
saving emergency care and 20 mental health beds. In response to the
closing, the Ayer Board of Selectman last week passed a resolution
similar to that passed by the Boston City Council, calling on the
Governor to declare a public health emergency in an effort to save
the hospital and if need be, to seize the hospital by eminent
domain.
The MNA's Position on These Developments
As the Commonwealth continues to struggle to protect hundreds of
thousands of residents whose health and safety has been placed in
jeopardy by the Steward crisis, the next few days and weeks are
critical, not only for the survival of these hospitals, but for the
impact the potential loss of these facilities will have on the
entire health care system across Eastern Massachusetts. Our success
or failure as a state depends on the WILLINGNESS of all
stakeholders to act, and none more so than our leaders throughout
State Government who are ultimately responsible for protecting and
ensuring the public health for ALL our residents.
We Look with Cautious Optimism for Viable Bids for New Operators
for Some of the Steward Hospitals
As to decisions in court on Tuesday regarding those hospitals that
will have qualified bidders and new operators, we look forward with
great anticipation and cautious optimism that those agreements
provide a framework to preserve these facilities in a manner that
allows them to continue to provide high quality care for years to
come, while respecting the rights and benefits for all employees
and caregivers who have held the line throughout this crisis and
deserve the utmost protection through this process, as well as our
gratitude for all they have done for the communities they serve.
DPH Hearings on Closures Provide Opportunity for the Governor and
Other Leaders to Hear Directly from Those Directly Impacted by
Their Decision to Fail to Act to Protect Care for Their
Communities
Let us be clear, for nurses , health professionals and the entire
health care workforce who have held the line throughout this
process and are at the epicenter of this crisis working on the
frontlines of these hospitals, as well as those providing care in
the facilities surrounding the Steward-impacted hospitals, the loss
of Carney, Nashoba (and now, the potential loss of Holy Family
Haverhill) would deal a devastating blow to our already overwhelmed
hospital system, and as such there is no medical or moral
justification for inaction by any party involved in this process.
As stated above, the DPH's scheduling of these hearings is required
by the state law governing the closure of essential services, which
also stipulates that the provider must provide 120 days' notice
prior to any closure. While we were encouraged to see that the
Governor has stated that her administration supports Steward's
adherence to the state law requiring 120 days' notice before the
closure of Carney and Nashoba, we were concerned that that the DPH
scheduled these hearings on an expedited basis, with less than
seven days ' notice, which seems to signal the administration's
willingness to follow Steward's expedited and dangerous plan to
close these hospitals within 30 days.
Regardless of the true motivation for holding these hearings, they
provide an opportunity for the Governor and other leaders to face
and listen to those who are directly impacted by the state's
decision to allow the closure of these hospitals, and perhaps, in
so doing, they could be moved to take steps to save them and avoid
a public health disaster. We hope they have the courage attend
these hearings.
Menu of Options for State Action to Save All Impacted Hospitals and
Protect Communities
In the event the bankruptcy process fails to protect these
hospitals and the communities they serve, the MNA has and continues
to call on our state's leaders to exhaust every avenue open to us
to protect the public health, including the following options:
-- We, along with a growing number of community members and policy
makers call on the Governor and local Mayors to declare a public
health emergency and exercise state and municipal power under that
declaration to prevent closures while viable bidders for all the
Steward facilities are found and secured. -- We call on Speaker
Mariano and Senate President Spilka to access whatever funds are
needed from the $8 billion rainy day fund to maintain operation of
the Steward facilities and to provide bridge funding to secure
viable bidders for these hospitals and to foster a safe transition
to new ownership. If the loss of these or any hospital impacted by
this crisis doesn't constitute a "rainy day" worthy of accessing
these resources to protect these communities, then we don't know
what does. -- And if all else fails, we believe state and local
leaders should explore the opportunity of seizing these hospitals
by eminent domain as a means of preserving access to life saving
care.
For the residents of the Commonwealth, no community is expendable,
and all deserve our protection. Our state leaders, along with all
stakeholders in this crisis have a pivotal choice to make in the
crucial days that follow: we can sit back and allow a corrupt
corporation and a limited bankruptcy process to dictate our fate
and facilitate an unprecedented public health disaster, or we can
all work together, utilizing all of our resources and the tools at
our disposal to take back control of our health care system for the
good of all. As stated above, the outcome of this process and the
lives of thousands rests on those charged with protecting the
Commonwealth having the moral courage and the willingness to act.
MassNurses.org Facebook.com/MassNurses Twitter.com/MassNurses
Founded in 1903, the Massachusetts Nurses Association is the
largest union of registered nurses in the Commonwealth of
Massachusetts. Its 25,000 members advance the nursing profession by
fostering high standards of nursing practice, promoting the
economic and general welfare of nurses in the workplace, projecting
a positive and realistic view of nursing, and by lobbying the
Legislature and regulatory agencies on health care issues affecting
nurses and the public.
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the company, and John Castellano of AlixPartners is serving as
the company's Chief Restructuring Officer. Lazard Freres & Co. LLC,
Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., are providing investment banking services to
the company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
STEWARD HEALTH: No Patient Care Concern at West Texas 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' West Texas
facility.
The PCO observed that delayed or incomplete preventative
maintenance or inspections such as annual medical gas inspections,
gaps in pest control, and delays in fire protection requirements
for Odessa Regional Medical Center (ORMC), are a common theme for
adverse survey findings at other locations.
Fortunately, no inpatient staffing ratio concerns were noted during
the site visit despite reports of some post-petition staff
departures due to the uncertainty associated with the companies'
bankruptcy. Staff and clinicians reported that other area hospitals
were heavily recruiting ORMC staff and attempting to influence
physicians/clinicians to practice their locations. Staff reported
positively on local leadership and materials management
communication, commitment, and support.
During the site PCO visit at Scenic Mountain Medical Center (SMMC),
community members were encountered who came to the facility to meet
for a meal. They spoke highly of the SMMC's staff and service.
Likewise, limited patient interviews reflected positively on
facility staff. Importantly, the DNV survey team also provided
positive feedback about SMMC's entire team.
Under the standard provided in Section 333(b), the site visits did
not reveal unsafe patient care. ORMC's continued utilization of
divert status is a concern, as PCO has no way to monitor potential
adverse patient impacts associated with any time/treatment delays
that could result from alternate care pathways. Like other Steward
locations, the ORMC and SMMC teams reported a protracted amount of
pre-bankruptcy financial strain.
Moreover, the challenges associated with preventative maintenance,
equipment repair, and subspecialty surgeon availability are
emblematic of dynamics associated with the protracted financial
strain. As such, while the current docket delays relative to bid,
auction, and sale dates may seem minor at the bankruptcy
professional level, the impact hits differently for local staff
morale.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=wo3GMJ 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 Patient Complaints at Central/North Florida
--------------------------------------------------------------
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' Central/North
Florida facilities.
Census at the time of PCO's site visit at Florida Medical Center
(FMC) was high 50's to low 60's. The PCO visited all the inpatient
units, interacting with staff and clinicians, observing care, and
engaging in some patient/visitor interviews. Nurse-to-patient
ratios were consistent to staffing matrices and generally observed
levels. One patient was dressed and ready to leave without proper
discharge approval because the hospitalist physician had not yet
rounded by midafternoon. No other patient complaints were
received.
The PCO did not observe staffing concerns with patient loads
observed to be consistent with what is typically staffed in the ED.
Supply challenges were denied. The PCO introduced herself to the ED
physician who denied immediate concerns.
The PCO did not observe unsafe patient care consistent with all
initial site visits. Without question, FMC was the Florida location
that experienced the most significant amount of pre- and
post-petition bankruptcy attrition. Departments with the greatest
staffing needs were Radiology, Plant Ops, and Lab.
At the time of the PCO's site visit at Sebastian River Medical
Center (SRMC), only one of three reheat boilers was functioning.
One was chronically non-functional and an additional unit was
awaiting repair. Inconsistent building temperatures were noticeable
walking through the building. No patient complaints were received.
The PCO observed hospitalist physicians and advanced practice
practitioners on the inpatient units at Melbourne Regional Medical
Center (MRMC). These clinicians denied staff or direct patient care
supply concerns. The ED physician and staff reported several
patient care concerns that all appeared to be grounded in financial
strain.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=sZFcJX 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 Patient Concerns at Southeast Texas 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' Southeast Texas
facility.
The PCO visited with staff, patients, and observed care on the ICU,
M/S & Tele, and dialysis units at St. Joseph Medical Center (SJMC).
Staffing ratios were all noted as consistent with staffing matrices
and generally accepted nurse to patient ratios for these unit
types. No patient feedback concerns elicited.
Under the standard provided in Section 333(b) of the Bankruptcy
Code, the initial SJMC site visit did not reveal unsafe patient
care. The hospital continues to report staff attrition attributed
to bankruptcy uncertainty and repetitive delays in the auction and
sale process.
The PCO did not find any local patient care delivery concerns
during the site visit at Medical Center of Southeast Texas (MCSET),
inclusive of patient and physician interviews. While not controlled
at the local level, late and insufficient funds post-petition
payments to physicians are adversely affecting procedure
scheduling. Cancelled and delayed procedures were reported by
clinician team members.
Further, the announcement of reduction in force (RIF) activities at
a neighboring Steward facility in Louisiana quickly reached the
MCSET team members, adding to staff fears that they, too, may
ultimately be subject to a RIF or continued service offering
contraction. The PCO will remain engaged to monitor operational
impacts as the case progresses given the direct nexus of staff and
clinician stability to patient safety. The PCO plans to revisit
this location with an unannounced site visit in the upcoming
reporting cycle.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=pvZKxz 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: PCO Suzanne Koenig Submits First Report
-------------------------------------------------------
Suzanne Koenig, 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 Massachusetts, Ohio, Pennsylvania and Miami-Dade Florida
facilities operated by Steward Health Care System LLC and
affiliates.
The Ombudsman did not observe any material issues impacting patient
care requiring the court's immediate attention while the individual
Hospital Reports will provide a detailed analysis of each hospital
and patient care at those hospitals. The Ombudsman did observe
certain areas in which the hospitals could improve the patient care
experience and has discussed these issues with the companies.
The Ombudsman did not observe any issues that made her believe
patients were in immediate danger or otherwise receiving unsafe
care due to staffing issues, although staffing across various
positions at certain hospitals has proved challenging.
Ms. Koenig noted that the companies' staff are generally
demonstrating a strong commitment to quality care. The Debtors'
staffing levels appear to be sufficient based on the reporting
provided to the Ombudsman throughout the reporting period. Based on
the Ombudsman's observations during each of the visits, the supply
rooms appeared to be stocked with enough supplies to provide safe
patient care.
The Ombudsman cited that patient census at many of the hospitals
has declined and appears to be partly related to negative press
concerning the companies' hospitals and these bankruptcy cases. The
Ombudsman observed staff committed to providing excellent care to
the patients and urges all parties in interest and the communities
to continue supporting these hospitals, many of which are critical
to their localities.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=afLIcH from PacerMonitor.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.
Suzanne Koenig is the court-appointed patient care ombudsman for
the Debtors' hospitals and facilities in Massachusetts, Ohio,
Pennsylvania and Miami-Dade Florida.
STITCH ACQUISITION: S&P Upgrades ICR to 'CCC', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Stitch Acquisition Corp. (d/b/a SVP Worldwide) to 'CCC' from 'SD'
(selective default) and its issue-level rating on its term loan B
to 'CCC' from 'D'. The recovery rating remains '4', reflecting its
expectation for average recovery (30%-50%; rounded estimate: 35%)
in the event of a payment default.
S&P said, "The negative outlook reflects our view that the capital
structure is unsustainable, and there remains an elevated risk for
another default over the next 12 months absent an unforeseen
positive development.
"The 'CCC' issuer credit rating reflects our expectation that SVP
will likely default over the next 12 months. The April 2024
amendment to its term loan agreement deferred mandatory 2024
principal payments until maturity in July 2028 and provided the
option to pay interest in kind at a higher interest rate in 2024.
However, the company will resume paying principal and interest (via
a mix of cash and PIK) beginning in 2025. Moreover, we expect a
material increase in SVP's debt quantum driven by PIK interest over
the next 12 to 18 months."
The net cash proceeds from a new $20 million subordinated debt
issuance in April 2024 improved cash levels to about $45 million,
providing some time to evaluate its options and restructure the
business.
However, the company's debt is unsustainable at current earnings
levels and absent a material recovery in operating conditions, S&P
forecasts the company will resume reporting material free operating
cash flow (FOCF) deficits when cash interest payments resume in
2025.
The negative outlook reflects the potential for a lower rating over
the next 12 months if the risk of a default or distressed exchange
appears inevitable such that we envision a specific default
scenario occurring in the subsequent six months.
S&P will lower its ratings on SVP if it pursues another debt
exchange or restructuring it views as distressed.
S&P could raise its ratings on SVP if it views a distressed
exchange or further restructuring as less likely. This would likely
entail a significant improvement in business prospects such that
S&P believed the company could maintain sufficient liquidity for
more than 12 months.
SUNPOWER CORP: Faces Nasdaq Delisting Following Chapter 11 Petition
-------------------------------------------------------------------
SunPower Corp. announced on Aug. 12 that the Company received a
notice from the Nasdaq Stock Market LLC that it has determined to
delist the Company's common stock on Nasdaq. The delisting is a
result of the Company's failure to demonstrate compliance with
Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of
the Company and certain of its direct and indirect subsidiaries
filing voluntary petitions for relief under Chapter 11 of Title 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware and Nasdaq Listing
Rule 5250(c)(1) for failure to file periodic financial reports.
Trading in the Company's common stock on Nasdaq will be suspended
on August 16, 2024. As a result, the Company's common stock is
expected to commence trading on the Pink Open Market operated by
the OTC Markets Group, Inc.
About SunPower
Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) --
https://www.sunpower.com/ -- is a residential solar, storage, and
energy services provider in North America. SunPower offers solar +
storage solutions that give customers control over electricity
consumption and resiliency during power outages while providing
cost savings to homeowners.
SunPower Corporation and nine of its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Lead
Case No. 24-11649) on August 5, 2024. In the petition signed by
Matthew Henry as chief transformation officer, the Debtors
disclosed total assets of $1,219,276,283 and total debts of
$1,119,141,312 as of December 31, 2023.
The Debtors tapped Richards, Layton & Finger, P.A. and Kirkland &
Ellis LP as bankruptcy counsel. Alvarez & Marsal North America, LLC
serves as financial advisor to the Debtors. Moelis & Company LLC
acts as investment banker to the Debtors, and Epiq Systems Inc acts
as notice and claims agent.
TERRAFORM LABS: Wind Down Approved, Amended Plan Filed
------------------------------------------------------
Terraform Labs Pte. Ltd. ("TFL") and Terraform Labs Limited ("TLL")
submitted a Disclosure Statement for Amended Plan of Liquidation
dated July 24, 2024.
The Plan is a result of the SEC Settlement, as well as the Debtors'
and their advisors' collaborative work with the SEC and the
Creditors' Committee and its advisors to negotiate the terms of a
chapter 11 plan of liquidation and wind down of the Debtors'
estates.
On July 9, 2024, the Debtors filed the Motion of Debtor for Entry
of Order Approving Implementation Steps in Compliance with TFL
Consent and Final Judgment in SEC Enforcement Action (the "Wind
Down Motion") requesting authority for TFL to take certain of the
steps to implement the SEC Settlement, including but not limited
to: (i) converting TFL's Bitcoin ("BTC") to fiat currency; (ii)
marketing TFL's non-digital assets, such as Proximity and the
Venture Investments; (iii) destroying and/or burning tokens native
to the Terra Blockchain; (iv) continuing operation of certain of
TFL's applications and protocols to allow third parties to
withdraw, unwind, and/or unstake their positions and redeem assets
on the Terra Blockchain; and (v) directing the transfer of assets
upon receipt from Mr. Kwon and/or LFG into designated segregated
bank accounts or custodial accounts.
On July 17, 2024, the Bankruptcy Court entered an order approving
the Wind Down Motion.
The Plan contemplates the limited substantive consolidation of the
estates of TFL and TLL solely for purposes relating to the Plan,
including voting, Confirmation, claim allowance, and Distribution.
Substantive consolidation is an equitable remedy available to
bankruptcy courts where the assets and liabilities of two or more
debtors are combined to create a single estate, solely for purposes
of a chapter 11 plan. This means Allowed Claims against either TFL
or TLL will receive distributions from the assets of the
consolidated estate.
Further, no distribution under the Plan will be made on account of
Intercompany Claims between TFL and TLL. The limited substantive
consolidation of the Debtors under the Plan shall not affect (i)
the legal and organizational structure of the Debtors, including
for corporate, tax or any other purpose, (ii) any Causes of Action
or defenses thereto, and (iii) payments from any insurance policies
or the proceeds thereto.
Wind Down Trust
On the Effective Date, the Debtors' assets and liabilities will be
transferred to and vest in the Wind Down Trust which will be a STAR
Trust under the laws of the Cayman Islands (the "Wind Down Trust").
The Wind Down Trust will assume sole and exclusive responsibility
and liability for all claims against the Debtors, as well as the
Debtors' operating expenses, and such claims shall be liquidated,
resolved, or paid by the Wind Down Trust. In addition, the Wind
Down Trust will hold a supermajority equity interest in TFL, such
that it may assert shareholder control and commence the winding up
of TFL and TLL upon completion of the wind down. Under the Plan,
creditors do not receive a beneficial interest in the Wind Down
Trust. Rather, the Wind Down Trust is purely an objects trust,
without beneficiaries, for the purpose of effectuating the wind
down and distributions to creditors.
The Wind Down Trust will be governed by the "Wind Down Trust
Agreement," which will delineate the terms and conditions for the
creation and operation of the Wind Down Trust and governing the
three governing figures: (i) the "Wind Down Trustee," (ii) the
"Plan Administrator," and (iii) the "Advisory Board." The Wind Down
Trust Agreement will be included in the Plan Supplement.
Like in the prior iteration of the Plan, Holders of Allowed General
Unsecured Claims will receive their Pro Rata share of the GUC Pool
up to the full allowed amount of such Claim.
On the Effective Date, the Debtors will establish the following
pools of funds for wind-down costs and distributions to claimants:
* Wind Down Reserve: Funded with Cash sufficient to fund (i)
the wind down process until the Wind Down Completion Date, taking
into account funds that are not yet in the Debtors' estates, but
are likely to be available after the Effective Date, as provided in
the Wind Down Budget,10 and (ii) the D&O Indemnification
Obligations. The Wind Down Budget will be included in the Plan
Supplement.
* Senior Claim Pool: Funded on the Effective Date with Cash
estimated to be necessary to pay holders of secured and/or priority
claims (i.e., Administrative Expense, Priority Tax, Priority
NonTax, and Other Secured Claims) ("Senior Claims") a 100%
recovery, plus any amounts estimated to be necessary to pay holders
of Disputed Senior Claims.
* Fee Escrow Account: Funded with Cash for the payment of
professional fees and costs ("Fee Claims"), based on estimates
provided in advance of the Effective Date.
* GUC Pool (for the payment of Allowed General Unsecured
Claims): Funded (i) on the Effective Date, with Effective Date
Available Cash (i.e., available cash that is not otherwise reserved
for another fund/pool) and (ii) after the Effective Date, with (a)
Post-Effective Date Cash, (b) Surplus Reserved Cash, and (c)
Surplus Senior Claim Pool Cash, in each case in accordance with the
Waterfall.
* Crypto Loss Claims Pool: (for the payment of Crypto Loss
Claims): Funded initially with (i) the funds in the SEC Settlement
Fund and (ii) thereafter, with any remaining Cash in the GUC Pool
upon the time at which all Allowed General Unsecured Claims are
indefeasibly paid in full in Cash and there are no Disputed General
Unsecured Claims (the "General Unsecured Claim Payment
Completion").
* SEC Settlement Fund: Funded with amounts transferred to the
Debtors by Mr. Kwon and LFG under the SEC Settlement, which shall
be converted to Cash after the Effective Date and reserved for
distribution solely to holders of Crypto Loss Claims pursuant to
the SEC Settlement.
A full-text copy of the Disclosure Statement dated July 24, 2024 is
available at https://urlcurt.com/u?l=wrZSmn from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Email: shapiro@rlf.com
Ronit Berkovich, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Email: ronit.berkovich@weil.com
About Terraform Labs
Terraform Labs Limited's parent is Terraform Labs Pte. Ltd., a
software development company. Its Parent's primary business purpose
is to develop and support (i) software used to create and run the
current Terra blockchain network, which was started in May 2022,
and (ii) an entire suite of tools, protocols, and applications that
operate on the Terra Blockchain, making transactions on the network
easier, faster, and more user friendly.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11481) on July 1,
2024, with $100 million to $500 million in assets and $0 to $50,000
in liabilities. Chris Amani, Head of Company Operations of
Terraform Labs Pte. Ltd., Director of Terraform Labs Limited,
signed the petition.
The Debtor tapped RICHARDS, LAYTON & FINGER, P.A. as local counsel;
WEIL, GOTSHAL & MANGES LLP as attorney; DENTONS US LLP as special
litigation counsel; WONGPARTNERSHIP LLP as special foreign counsel;
and ALVAREZ & MARSAL NORTH AMERICA, LLC as financial advisor.
THERMOGENESIS HOLDINGS: Appoints Simon & Edward as New Auditor
--------------------------------------------------------------
ThermoGenesis Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
determined that Marcum LLP would no longer serve as the Company's
independent registered public accounting firm and would be
dismissed effective as of August 1, 2024. The decision to change
independent registered public accounting firms was approved by the
Board of Directors and the Audit Committee.
The audited financial statements as of and for the years ended
December 31, 2023 and 2022 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except for the
financial statements as of and for each of the years ended December
31, 2023 and 2022 contained an explanatory paragraph indicating
substantial doubt of the Company continuing as a going concern.
During the Company's fiscal years ended in December 31, 2023 and
2022, and the subsequent period through the date of this Current
Report on Form 8-K, there were no "disagreements" (as defined in
Item 304(a)(1)(iv) of Regulation S-K) between Marcum and the
Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to Marcum's satisfaction,
would have caused Marcum to make reference to the subject matter of
the disagreement in connection with its report on the Company's
financial statements.
For the year ended December 31, 2022, there were no "reportable
events" (as such term is defined in Item 304(a)(1)(v) of Regulation
S-K).
For the year ended December 31, 2023 and the interim period ended
March 31, 2024, there were the following "reportable events" (as
such term is defined in Item 304(a)(1)(v) of Regulation S-K). As
disclosed in Part II Item 9A of the Company's Form 10-K for the
year ended December 31, 2023 and in Part I Item 4 of the Company's
Form 10-Q for the quarter ended March 31, 2024, the Company's
management identified the following material weaknesses:
* the Company's internal controls over financial reporting
were not effective due to the existence of the material weakness
with respect the segregation of duties due to limited staffing in
the Company's accounting department, which also results in an
ineffective review process of the financial information.
* Privileged access and user access review controls over
financial applications were not effectively designed or implemented
to ensure appropriate access, authorization and segregation of
duties. In addition, service providers for financial reporting were
not properly monitored.
Other than as disclosed, there were no reportable events for the
year ended December 31, 2023 and the interim through the date of
this Current Report. The Board authorized Marcum to respond fully
and without limitation to the requests of Simon & Edward, including
with respect to the subject matter of each reportable event.
In accordance with Item 304(a)(3) of regulation S-K, the Company
provided Marcum a copy of the disclosures in Form 8-K on August 1,
2024 and requested that Marcum furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not
Marcum agrees with the Company's statements in Item 4.01(a).
On July 31, 2024, upon approval from the Audit Committee, the
Company engaged Simon & Edward, LLP as its new independent
registered public accounting firm to audit and review the Company's
financial statements.
During the fiscal years ended December 31, 2023 and 2022, and the
subsequent interim period through the date of Simon & Edward's
engagement, neither the Company, nor any party on behalf of the
Company, consulted with Simon & Edward with respect to either (i)
the application of accounting principles to a specified
transaction, either completed or proposed, or the type of the audit
opinion that might be rendered with respect to the Company's
consolidated financial statements, and no written report or oral
advice was provided to the Company by Simon & Edward that was an
important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue, or
(ii) any matter that was subject to any disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
About ThermoGenesis
ThermoGenesis Holdings, Inc. develops and commercializes a range of
automated technologies for cell-banking, cell-processing, and
cell-based therapeutics. Since the 1990s, ThermoGenesis Holdings
has been a pioneer in, and a leading provider of, automated systems
that isolate, purify, and cryogenically store units of
hematopoietic stem and progenitor cells for the cord blood banking
industry. The Company was founded in 1986 and is incorporated in
the State of Delaware and headquartered in Rancho Cordova, Calif.
As of March 31, 2024, the Company had $10.09 million in total
assets, $11.17 million in total liabilities, and a total deficit of
$1.09 million.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated April
15, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses, and needs to raise
additional capital to grow its business, fund operating expenses,
and make interest payments. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
TREES CORP: Reports $1.13 Million Net Loss in Second Quarter
------------------------------------------------------------
Trees Corporation filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss attributable
to common stockholders of $1.13 million on $3.69 million of total
revenue for the three months ended June 30, 2024, compared to a net
loss attributable to common stockholders of $2.04 million on $5.10
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 attributable to common stockholders of $2.54 million on $7.37
million of total revenue, compared to a net loss attributable to
common stockholders of $3.94 million on $10.21 million of total
revenue for the same period during the prior year.
As of June 30, 2024, the Company had $22.05 million in total
assets, $24.17 million in total liabilities, and a total
stockholders' deficit of $2.11 million.
Trees stated, "The Company has incurred recurring losses and
negative cash flows from operations since inception and have
primarily funded its operations with proceeds from the issuance of
debt and equity . The Company incurred a net loss of $2,524,394 and
lost $580,632 in cash from operations during the six months ended
June 30, 2024, respectively, and had an accumulated deficit of
$103,026,434 as of June 30, 2024. We had cash and cash equivalents
of $383,029 as of June 30, 2024. The Company expects our operating
losses to continue into the foreseeable future as we continue to
execute our acquisition and growth strategy. As a result, the
Company has concluded that there is substantial doubt about its
ability to continue as a going concern. The Company's unaudited
condensed consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
"The Company's ability to continue as a going concern is dependent
upon its ability to raise additional capital to fund operations,
support our planned investing activities, and repay its debt
obligations as they become due. If the Company is unable to obtain
additional funding, the Company would be forced to delay, reduce,
or eliminate some or all of our acquisition efforts, which could
adversely affect its growth plans."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1477009/000121390024067167/ea0210208-10q_trees.htm
About Trees Corp
TREES Corporation is a cannabis retailer and cultivator in the
States of Colorado and Oregon. The Company presently operates six
cannabis dispensaries. The Company's principal business model is
to acquire, integrate and optimize cannabis companies in the retail
and cultivation segments utilizing the combined experience of
entrepreneurs and synergistic operations of its vertically
integrated network.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 10, 2024, citing that the Company has suffered
recurring losses from operations and has a negative working capital
that raise substantial doubt about its ability to continue as a
going concern.
TURNKEY SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Turnkey Solutions Group, Inc.
f/k/a Caban Industrial Group, LLC
Caban Safety Compliances
Turnkey Industrial Group, LLC
212 E X Street
Deer Park, TX 77536
Business Description: The Debtor is a provider of diverse services
including civil engineering, mechanical
solutions, structural erection, and coating.
Chapter 11 Petition Date: August 12, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-33716
Judge: Hon. Eduardo V Rodriguez
Debtor's Counsel: Vicky M. Fealy, Esq.
THE FEALY LAW FIRM, PC
1235 North Loop West Suite 1120
Houston TX 77008
Tel: (713) 526-5220
Email: vfealy@fealylawfirm.com
Total Assets: $2,955,819
Total Liabilities: $5,413,935
The petition was signed by David Dominguez as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XCVORRY/Turnkey_Solutions_Group_Inc_fka__txsbke-24-33716__0001.0.pdf?mcid=tGE4TAMA
VIASAT INC: S&P Affirms 'B+' ICR Amid Competitive Conditions
------------------------------------------------------------
S&P Global Ratings affirmed all ratings, including its 'B+' issuer
credit rating on Viasat Inc.
The negative outlook reflects uncertainty around the trajectory of
long-term cash flow due to execution risk associated with
successfully bringing F2 and F3 satellites online within the next
12-18 months coupled with the increasingly competitive landscape,
which could pressure profitability.
S&P said, "We expect mid-single-digit earnings growth for the next
several years enabled by Viasat-3. We believe there is a credible
path toward sustained earnings buoyed by a backlog of in-flight
connectivity (IFC) awards, solid track record of performance, and a
growing addressable market. The substantial capacity coming online
from Viasat-3 will support growing global mobility demand while it
could also stabilize its North American in-home broadband segment.
"We expect that aviation services (about 20% total revenue) will
experience continued strong growth averaging around 10% per year.
The company has 1,460 commercial aircraft in backlog--in addition
to about 3,750 aircraft in service-- providing good estimates for
growth for the next several years. Furthermore, the majority of
international airlines do not yet have an IFC provider, creating a
large opportunity for new awards. Viasat recently announced 350
incremental aircraft orders in contractual process of being added
to the backlog from six new airline customers, demonstrating its
ability to compete effectively for new contracts.
"Although Viasat will prioritize capacity toward higher-margin IFC
contracts, we believe there will be excess capacity available to
stabilize North American in-home broadband revenue (estimated at
about 10%) once F2 is operational in late 2025. We believe there
are near-term opportunities for modest growth in subscribers as
Viasat has been capacity-constrained recently.
"We believe government products (about 20%) and services (20%) will
average mid-single-digit growth over time as Viasat is well
positioned in high-priority areas of the U.S. Department of Defense
budget. For example, the "Command, Control, Communications,
Computers Intelligence, Surveillance and Reconnaissance" (C4ISR)
systems will likely receive solid funding longer-term and are less
susceptible to budget cuts than other areas of defense spending, in
our view. Furthermore, the company has good program diversity, with
no major concentration in any single platform. We expect healthy
demand to meet evolving needs of government agencies, gather
real-time data, monitor remote areas, enable more efficient
operations and faster strategic decision-making.
"We expect maritime (10%) growth to be more sluggish as the company
faces intense competition from Iridium for L-band services.
Increased capacity and targeted throughput should allow the company
to capitalize on demand for broadband although low Earth orbit
(LEO) satellite competition could limit revenue growth.
"Lower capital spending will likely drive meaningful FOCF in 2026
and beyond. We forecast an inflection to positive FOCF of about
$100 million in calendar 2025. From there, we project a gradual
ramp-up underpinned by earnings growth and capital spending that
continues to decline in 2026 and 2027. This should enable FOCF to
debt to approach 10% by fiscal 2028 (ended March 31).
"Viasat has de-prioritized the data hungry in-home broadband
market, which is facing the highest level of competition. As a
result, it will not be investing in additional expensive
high-bandwidth satellites such as Viasat-3. Furthermore, merger
synergies will allow for more efficient spending over time.
Therefore, we expect satellite procurement spending to be decreased
significantly beginning in fiscal 2026. However, there are still
less expensive contracted satellites being built (e.g., GX, HEO,
and I8). The new satellites, including Viasat-3, require
significant ground segment build-out that will persist for several
years and be the largest component of capital spending in
2026-2028.
"The competitive landscape has intensified. We believe the
operating environment will be more challenging due to a substantial
amount of new capacity coming online from deep-pocketed LEO
providers while geostationary Earth orbit (GEO) competition will
likely be more formidable following industry consolidation,
particularly in mobility markets. This creates some uncertainty
surrounding our long-term forecast."
There are several factors that are contributing to a more
competitive long-term operating environment, which could lead to
pricing pressure or an inability to win new contracts, including:
Starlink:
Starlink has been successful in penetrating the residential
broadband market and it continues to add depth to its
constellation, which will continue to result in elevated
competition in this segment. However, it has also begun to gain
traction in other business lines as well, including in-flight
connectivity, maritime, and government.
Amazon:
Amazon Kuiper plans to roll out commercial service in 2025 with a
mesh network of more than 3,000 satellites when fully deployed by
2029. Amazon could take a similar approach as Starlink once
launched, with affordability a key principle of the constellation.
S&P believes this could reduce Viasat's long-term growth prospects
in mobility and place increasing pressure on its in-home broadband
segment in the coming years.
Industry consolidation and partnerships:
Viasat's GEO peers are consolidating, which will likely create a
more competitive backdrop in certain markets. More specifically,
SES S.A. plans to acquire Intelsat (expected to close in second
half of 2025), which S&P believes could create a more formidable
competitor and potentially result in more price-based competition
in mobility and government markets with greater scale, operating
efficiencies, and ability to invest.
Separately, Eutelsat purchased OneWeb, which provides it with a
multi-orbit constellation and the only owner of GEO and LEO
satellites, which are naturally synergistic. LEO provides fully
global coverage and it supports a low-latency experience. On the
other hand, GEO satellites are very high-throughput, high-capacity,
boast spot beam coverage and are increasingly software-defined to
maximize flexibility with the ability to pinpoint capacity where
they need it, including at busy hub airports. Eutelsat S.A. OneWeb
offers a business to business (B2B) approach and has partnered with
Intelsat to offer a multi-orbit IFC solution, which S&P believes
will strengthen Intelsat's competitive positioning. Other
competitors, such as Panasonic and Hughes, will also utilize
Eutelsat OneWeb's IFC solutions positioning them well for IFC
customers that desire a hybrid service.
Delay in Viasat-3:
Uncertainty with respect to the timing and availability of capacity
coming online from this very high-throughput constellation may
alter the nature of negotiations with potential customers at a time
when the market is becoming increasingly competitive.
Viasat will pursue partnerships for multi-orbit solutions. The
company has no plans to deploy its own LEO constellation to meet
customer requirements for lower latency. Given the amount of
capacity coming online, S&P views this as prudent capital
allocation. However, it also recognizes that customers increasingly
desire a hybrid approach that balances the benefits of both GEO and
LEO. The lack of ownership may place Viasat in a somewhat weaker
position as partnerships will come with lower profit margins and
less control over network design. Viasat has already partnered with
OneWeb to offer multi-orbit service in maritime markets (about 10%
of total revenue). However, it does not yet have a partner for IFC
and other enterprise markets although management is exploring
options.
S&P said, "Still, we recognize that latency is important for a
relatively small number of uses. It is not currently important for
airline passengers because most airline do not allow video calls.
Therefore, we expect that striking a LEO partnership can help
market a more comprehensive airline solution but we would expect
the majority of traffic would be routed over Viasat's owned GEO
satellites, limiting potential margin dilution in this segment."
Execution risk remains. Viasat is reliant on a small number of
satellites to add a massive amount of additional capacity to drive
growth. This risk is amplified by a recent track record of
satellite problems. Corrective actions need to be successfully
implemented by the supplier on the F-2 satellite, which uses the
same antenna as the F-1 that failed. The F-3 uses a different
component part but the complexity of satellite design, manufacture,
launch, and deployment subjects it to risk. S&P believes Viasat's
collection on two major claims for events in 2023 could make it
significantly more expensive to obtain insurance for future
satellite launches, including Viasat-3 F-3, which is not yet
insured (F-2 is insured). Additionally, if insurance does prove to
be cost prohibitive, the company may choose to only partially
insure future launches, exposing financial results to the
possibility of further volatility.
The negative outlook reflects execution risk associated with
achieving projected EBITDA growth given recent satellite anomalies
and an increasingly competitive operating environment.
S&P could lower the rating if FOCF-to-debt is not on a path to rise
above 5% over the next two years. This could be the result of
another satellite anomaly, reduced profitability due to increasing
competition, or further delays in satellite launches.
S&P could revise the outlook to stable if the company successfully
places F2 and F3 satellite into service, supporting a pathway to
FOCF-to-debt comfortably above 5%.
W.R. GRACE & CO: Montana Court Stays 2 Cases v. Asbestos Trust
--------------------------------------------------------------
Judge Dana L. Christensen of the United States District Court for
the District of Montana granted the request of the WRG Asbestos PI
Trust to stay the cases filed by Linda R. Collinson and Rory L.
Tennison, seeking compensation for Level IV-B Severe Disabling
Pleural Disease pending resolution of a case in Delaware.
The PI Trust is a statutory trust organized under the laws of the
state of Delaware to facilitate the implementation of the First
Amended Joint Plan of Reorganization filed in the Chapter 11
bankruptcy proceeding for W.R. Grace & Co. and its affiliates.
The PI Trust denied both claims and, after exhausting all
administrative remedies, Plaintiffs brought the actions.
The PI Trust moved to dismiss these claims under Federal Rules of
Civil Procedure 12(b)(1) and 12(b)(6). The PI Trust argued that,
pursuant to the terms of the WRG Asbestos PI Trust Distribution
Procedures to which all parties to this action are bound,
Plaintiffs could not prove their claims without demonstrating
blunting of the costophrenic angle, which Plaintiffs admit they
cannot do. The PI Trust also argued that, to the extent Plaintiffs'
claims raise a question of interpretation involving the TDP, the
Delaware Bankruptcy Court retained exclusive jurisdiction. The
Court rejected these arguments and found that the plain language of
the TDP allowed these actions to move forward. However, the Court
also acknowledged that if the PI Trust wishes to challenge the
language of the TDP, the PI Trust may elect to do so in the
Delaware Bankruptcy Court in a separate proceeding.
The PI Trust informs the Court that it has filed an action in the
Delaware Bankruptcy Court regarding interpretation of the TDP's
terms on Level IV-B Severe Disabling Disease and blunting of the
costophrenic angle. Accordingly, the PI Trust requests that the
Court stay these matters pending resolution of the Delaware Action.
The PI Trust argues that the "Delaware Action presents issues that
significantly impact the proceedings before this Court, as well as
hundreds, if not thousands, of other asbestos-related personal
injury claims against the [PI] Trust."
In assessing the propriety of a proposed stay, the Court must
consider:
[1] the possible damage which may result from the granting of
the stay,
[2] the hardship or inequity which a party may suffer in being
required to go forward, and
[3] the orderly course of justice measured in terms of the
simplifying of complicating of issues, proof, and questions of law
which could be expected to result from a stay.
The Court finds the requested stay is warranted.
According to the Court, the first two factors are neutral. The
Court explains the delay in the recovery of monetary damages,
alone, is not a sufficient hardship to warrant the denial of a
stay. Plaintiffs seek only to recover monetary damages from the PI
Trust and there is no other damage that may result from the
imposition of the stay. Moreover, the fact that a ruling from the
Delaware Bankruptcy Court could be unfavorable to either party "is
not the kind of prejudice which should move a court to deny a
requested postponement."
The Court says the third factor weighs heavily in favor of granting
the requested stay. Although the Court found that the plain
language of the TDP permits these actions to move forward in this
Court, the Delaware Bankruptcy Court's decision would be a binding
interpretation of the terms of the TDP. Thus, the outcome of the
Delaware Action is integral to, and potentially dispositive of,
these matters, as well as any other matters raising similar issues
that may be forthcoming, the Court concludes.
A copy of the Court's decision dated August 2, 2024, is available
at https://urlcurt.com/u?l=Ruoi1i
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally. Grace employs approximately 6,500
people in over 40 countries and had 2012 net sales of $3.2
billion.
The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
The Debtors were represented by lawyers at Kirkland & Ellis LLP, in
Chicago; The Law Offices of Roger Higgins, in Chicago, and lawyers
at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware.
The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP served as the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represented
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.
Roger Frankel served as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace. Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaced
David Austern, who was appointed to that role in 2004. Mr. Frankel
served as legal counsel for Mr. Austern who passed away in May
2013. The FCR was represented by Orrick Herrington & Sutcliffe LLP
as counsel; Phillips Goldman & Spence, P.A., as Delaware
co-counsel; and Lincoln Partners Advisors LLC as financial
adviser.
Caplin & Drysdale, Chartered, and Campbell & Levine, LLC,
represented the Official Committee of Asbestos Personal Injury
Claimants. The Asbestos Committee of Property Damage Claimants
tapped Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it.
Kramer Levin Naftalis & Frankel, LLP, represented the Official
Committee of Equity Security Holders.
W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative. The Chapter 11 plan is built
around an April 2008 settlement for all present and future asbestos
personal injury claims, and a subsequent settlement for asbestos
property damage claims.
District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order
affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan.
31, 2011.
W.R. Grace defeated four appeals from approval of the Plan. A
fifth appeal was by secured bank lenders claiming the right to $185
million of interest at the contractual default rate. Pursuant to a
settlement announced in December 2013, lenders are to receive $129
million in settlement of the claim for additional interest.
W.R. Grace & Co. and its debtor affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that they have
satisfied or waived conditions to the occurrence of the effective
date of the First Amended Joint Plan of Reorganization co-proposed
by the Official Committee of Asbestos Personal Injury Claimants,
the Asbestos PI Future Claimants' Representative, and the Official
Committee of Equity Security Holders. The effective date of the
Plan occurred on Feb. 3, 2014.
WYNN RESORTS: Posts $146.3 Million Net Income in Fiscal Q2
----------------------------------------------------------
Wynn Resorts Limited filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net income
of $146.3 million on $1.7 billion of total operating revenue for
the three months ended June 30, 2024, compared to a net income of
$127.8 million on $1.6 billion of total operating revenue for the
three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
income of $322.8 million on $3.6 billion of total operating
revenue, compared to a net income of $129 million on $3.02 billion
of total operating revenue for the same period in 2023.
"Our second quarter results, including a new second quarter record
for Adjusted Property EBITDAR, reflect continued strength
throughout our business. I am incredibly proud of our teams in Las
Vegas, Macau and Boston," said Craig Billings, CEO of Wynn Resorts,
Limited. "Importantly, we continue to invest in growing the
business, with construction on Wynn Al Marjan Island in the UAE
progressing at a rapid pace. During the quarter, we also finalized
a transaction to acquire our pro-rata share of the land on Al
Marjan Island Three, including a sizable land bank for potential
future development opportunities for Wynn Resorts or for selected
third parties complementary to Wynn Al Marjan."
As of June 30, 2024, the Company had $13.3 billion in total assets,
$14.2 billion in total liabilities, and $902 million in total
deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/y273vxyh
About Wynn Resorts Ltd.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts. As of Dec. 31, 2023, Wynn
Resorts has $14 billion in total assets, $15.1 billion in total
liabilities, and $1.1 billion in total stockholders' deficit.
* * *
Egan-Jones Ratings Company, on January 31, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited.
XTI AEROSPACE: Swaps Common Shares for Preferred Shares
-------------------------------------------------------
XTI Aerospace, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company issued an
aggregate of 1,667,444 shares of common stock to a holder of shares
of the Company's Series 9 Preferred Stock, at an effective price
per share between $0.3256 and $0.375, in exchange for the return
and cancellation of an aggregate of 550 shares of Series 9
Preferred Stock with an aggregate stated value of $577,500,
pursuant to the terms and conditions of exchange agreements dated
July 8, 2024 and July 23, 2024. The Preferred Exchange Shares were
issued in reliance on the exemption from registration provided by
Section 3(a)(9) of the Securities Act, on the basis that (a) the
Preferred Exchange Shares were issued in exchange for other
outstanding securities of the Company; (b) there was no additional
consideration delivered by the holder in connection with the
exchange; and (c) there were no commissions or other remuneration
paid by the Company in connection with the exchange.
On July 31, 2024, the Company entered into an advisory agreement
with a third party advisor, pursuant to which the Company issued
1,000,000 shares of restricted common stock to the advisor in
consideration for financial advisory and business development
services agreed to be rendered to the Company pursuant to the
agreement. The Advisor Shares were issued pursuant to an exemption
from registration provided by Section 4(a)(2) and/or Rule 506 of
Regulation D of the Securities Act because such issuances did not
involve a public offering, the recipient took the securities for
investment and not resale, the Company took appropriate measures to
restrict transfer, and the recipients are sophisticated investors.
The securities are subject to transfer restrictions, and the
book-entry records evidencing the securities contain an appropriate
legend stating that such securities have not been registered under
the Securities Act and may not be offered or sold absent
registration or pursuant to an exemption therefrom. The securities
were not registered under the Securities Act and such securities
may not be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and any
applicable state securities laws.
As of August 6, 2024, the Company has 34,242,861 shares of Common
Stock outstanding.
About XTI Aerospace
XTI Aerospace (XTIAerospace.com) is the parent company of XTI
Aircraft Company (XTIAircraft.com), headquartered near Denver,
Colorado. XTI Aerospace is developing the TriFan 600, a vertical
lift crossover airplane (VLCA) that combines the vertical takeoff
and landing (VTOL) capabilities of a helicopter with the speed and
range of a fixed-wing business aircraft. The TriFan 600 is designed
to reach speeds of 345 mph and a range of 700 miles.
Additionally, the Company operates the Inpixon (Inpixon.com)
business unit, a leader in real-time location systems (RTLS)
technology. Inpixon's location intelligence solutions are used
globally in factories and industrial facilities to optimize
operations, enhance productivity, and improve safety.
XTI Aerospace reported a net loss of $47.10 million for the year
ended Dec. 31, 2023, compared to a net loss of $66.30 million for
the year ended Dec. 31, 2022. As of March 31, 2024, XTI Aerospace
had $30.78 million in total assets, $17.12 million in total
liabilities, and $13.67 million in total stockholders' equity.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 2024.
The qualification noted a significant working capital deficiency,
substantial losses, and the need for additional funding to meet
obligations and sustain operations, raising substantial doubt about
the Company's ability to continue as a going concern.
*********
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