/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240816.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, August 16, 2024, Vol. 28, No. 228 Headlines 2 FISH COMPANY: Hires Wesler & Associates as Financial Consultant 358 ATLANTIC: Voluntary Chapter 11 Case Summary ABIDE BRANDS: Seeks to Hire ThinkCFO as Accountant ALLEN KNECHT DC: Case Summary & 20 Largest Unsecured Creditors ALTERNATIVE LOGISTICS: Taps Victor W. Dahar as Bankruptcy Counsel AMERICORE HOLDINGS: Hearing on Bid Rules Set for Aug. 22 ANTONOPOULOS LLC: Unsecureds to be Paid in Full in Plan AQUA METALS: Terminates McMurtry's Employment Effective Sept. 1 ARCADIA BIOSCIENCES: Posts $1.06 Million Net Loss in Second Quarter ARCHROCK PARTNERS: Moody's Rates New Senior Unsecured Notes 'B2' ASENSUS SURGICAL: Incurs $25.75 Million Net Loss in Second Quarter ATLAS LITHIUM: Incurs $12.4 Million Net Loss in Second Quarter ATS CORP: S&P Rates New C$300MM Senior Unsecured Notes 'BB' BAYOU CITY SMILES: Unsecureds Will Get 6.5% of Claims over 5 Years BENHAM ORTHODONTICS: Behrooz Vida Named Subchapter V Trustee BEX AESTHETIX: Hires Lane Law Firm PLLC as Counsel BLINK HOLDINGS: Aug. 19 Deadline Set for Panel Questionnaires BLUE CROSS: A.M. Best Cuts Financial Strength Rating to B(Fair) BLUE DUCK: Voluntary Chapter 11 Case Summary BOVINE PROPERTIES: Gets OK to Sell Iowa Property to Daisy River BYJU'S ALPHA: Camshaft's Motion to Dismiss Bankruptcy Case Denied CABLE ONE: S&P Alters Outlook to Negative, Affirms 'BB' ICR CAPSTONE COMPANIES: Posts $124K Net Loss in Second Quarter CAREER MATCHING: Seeks to Hire Certilman Balin Adler as Attorney CARVANA CO: S&P Upgrades ICR to 'B-' on Sustainable Improvements CBD RESOURCES: Seek to Hire DelCotto Law Group as Legal Counsel CENTER FOR ALLERGIC: Unsecureds to Get $898 per Month for 60 Months CENTURY COMMUNITIES: Moody's Affirms 'Ba2' CFR, Outlook Stable CHAMPION HEALTHCARE: Glen Watson Named Subchapter V Trustee CHAMPIONS FINANCING: Moody's Alters Outlook on B3 CFR to Negative CHARLES-N-ANGEL'S: Seeks to Hire Adams Accounting as Accountant CLEVELAND-CLIFFS INC: $500MM Notes No Impact on Moody's Ba2 CFR CM WIND: Egan-Jones Retains CCC+ Senior Unsecured Ratings COGENT COMMUNICATONS: Egan-Jones Retains B- Sr. Unsecured Ratings COMMUNITY HEALTH: Egan-Jones Retains CCC+ Senior Unsecured Ratings CONN'S INC: Hires Houlihan Lokey Capital as Investment Banker CONN'S INC: Russell R. Johnson Represents Utilities CONN'S INC: Seeks to Hire Hilco as Real Estate Advisor CONN'S INC: Seeks to Hire Ordinary Course Professionals CONN'S INC: Seeks to Hire Sidley Austin LLP as Attorney CONN'S INC: Sussman & Moore Represents Utilities CONN'S INC: Taps Berkeley Research Group, Appoints M. Renzi as CRO COVE CASTLES: William Homony Named Subchapter V Trustee DEBORAH'S LLC: Gets OK to Hire Craig M. Geno PLLC as Counsel DELEK LOGISTICS: $100MM Add-on Notes No Impact on Moody's 'B1' CFR DIOCESE OF BUFFALO: Taps Aldrich & Cox as Insurance Provider ELK CREEK: Voluntary Chapter 11 Case Summary EMBLEMHEALTH INC: A.M. Best Places C(Weak) FSR Under Review EMX ROYALTY: To Sell Sulitjelma Project to Alpha Future Funds ESG HOLDINGS: Case Summary & Five Unsecured Creditors EXQUISITE QUARTERS: Hires Richard B. Rosenblatt PC as Counsel EYEMART EXPRESS: Moody's Alters Outlook on 'B2' CFR to Negative FINGERMOTION INC: Yang Yeat Choe Holds 13.8% Equity Stake FOX PROPERTY: Case Summary & Four Unsecured Creditors FRIESEL 2008: Voluntary Chapter 11 Case Summary GLOBALSTAR INC: Posts $9.7 Million Net Loss in Fiscal Q2 GRESHAM WORLDWIDE: Voluntary Chapter 11 Case Summary HAL LUFTIG: Unsecureds Will Get 25% of Claims over 5 Years HEALTHCARE AT COLLEGE: Gets OK to Hire Boyer Terry as Counsel HESS EMBROIDERY: Seeks to Hire Miller Law Group as Legal Counsel HILLENBRAND INC: Egan-Jones Retains BB+ Senior Unsecured Ratings HISTORIC BEECHES: Hires Thompson Burton as Bankruptcy Counsel HORIZON KIDZ: Taps McDonald Carano as Special Litigation Counsel IMERI ENTERPRISES: Seeks Approval to Hire TenX as Auctioneer IMERI ENTERPRISES: Unsecureds to Get Share of Income for 36 Months INNOVATE CORP: Effects 1-for-10 Reverse Stock Split JAZI KAT: Seeks to Hire E & B Accounting as Tax Accountant JETBLUE AIRWAYS: Egan-Jones Cuts Senior Unsecured Ratings to CCC+ JGA DEVELOPMENT: Hires Swarna Venkatesan as Real Estate Broker LIVEONE INC: Incurs $1.56 Million Net Loss in First Quarter LL FLOORING: Aug. 19 Deadline Set for Panel Questionnaires LOUISIANA DELTA: Seeks to Hire Derbes Law Firm as Legal Counsel M/I HOMES: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive MASHANTUCKET (WESTERN): Moody's Appends 'LD' Designation to PDR MBIA INC: Kahn Brothers Group Lowers Stake to 1.37% as of July 31 MEGNA PACIFIC: Seeks to Hire Young & Williams as Legal Counsel MIDCONTINENT COMMUNICATION: Moody's Rates New $650MM Notes 'B3' MOBROWNSTONE REALTY: Voluntary Chapter 11 Case Summary MOUNTAIN EXPRESS: Fams Petro Suit Remanded to N.J. Superior Court NATIONAL SECURITY: A.M. Best Cuts FS Rating to B(Fair) NAVIGATOR ACADEMY: S&P Rates 2024 Rev. Bonds 'BB', Outlook Stable NCR VOYIX: Moody's Affirms 'B1' CFR, Outlook Remains Stable OCEAN POWER: Sets Aug. 30 Special Meeting to Vote on Share Increase ONEMAIN FINANCE: S&P Rates New $500MM Senior Unsecured Notes 'BB' ORBIT MARKETING: Taps Butzel Long PC as Special Litigation Counsel OUR WICKED LADY: Case Summary & 20 Largest Unsecured Creditors OVAINNOVATIONS LLC: Hearing to Approve Bid Rules Set for Aug. 23 OVIEDO-CLERMONT ROOFING: Unsecureds to Split $687K over 3 Years PAGE HOUSING: Hires Cunningham Chernicoff as Counsel QUOROM HEALTH: Moody's Appends 'LD' Designation to PDR RESCUE MISSION: Faces Castillero Suit in Cal. Super. RESIDENT RESEARCH: Hires Essex Richards as Bankruptcy Counsel RETO ECO-SOLUTIONS: All Proposals Approved at Annual Meeting SEASONAL LANDSCAPE: Taps Springer Larsen as Bankruptcy Counsel SENSORLOGIC INC: Christy Brandon Named Subchapter V Trustee SHEPHERD-HULDY DEVELOPMENT: Property Sale/Refinance to Fund Plan SHIFT4 PAYMENTS: Moody's Ups CFR to B1 & Alters Outlook to Positive SILVER STAR: Trustee Taps Ordinary Course Professionals SINGING MACHINE: Henry Nisser Steps Down as Director SMARTHOME VENTURES: Appointment of Chapter 11 Trustee Sought STEWARD HEALTH: Norton + Wood Represents Creditors STO-ROX SCHOOL: Moody's Upgrades Issuer & GOULT Ratings to B2 THOUGHTWORKS HOLDING: Moody's Puts B2 CFR on Review for Downgrade TREVENA INC: Effects 1-for-25 Reverse Stock Split TUBULAR SYNERGY: Hires Carl Marks Advisory as Financial Advisor U.S. NEUROSURGICAL: Incurs $435K Net Loss in Second Quarter UNDER ARMOUR: Egan-Jones Retains BB Senior Unsecured Ratings UROGEN PHARMA: All Proposals Passed at Annual Meeting VISTAGEN THERAPEUTICS: Incurs $10.7M Net Loss in First Quarter WHEEL PROS: Moody's Lowers CFR to Ca & Alters Outlook to Negative WILCOX PROPERTIES: Bid for Great American to Produce Docs Denied WYATT RESTAURANT: Seeks to Tap Bush Law Firm as Bankruptcy Counsel ZEVRA THERAPEUTICS: Projects Fiscal Q2 Revenue Decline of $4.6MM [^] BOOK REVIEW: The Titans of Takeover ********* 2 FISH COMPANY: Hires Wesler & Associates as Financial Consultant ----------------------------------------------------------------- 2 Fish Company, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Wesler & Associates CPA, P.C., as financial consultants. The firm's services include: a. reviewing and revising income statements produced by Debtor's contracted bookkeeper; b. reviewing and revising balance sheets properly setting forth assets and liabilities produced by Debtor's contracted bookkeeper; c. assisting with forecasting profitability, revenue and expenses for Debtor's business; d. assisting by reviewing and potentially preparing monthly United States Trustee Reports; e. completing and filing required tax returns in a timely fashion so that Debtor can obtain confirmation of the Plan of Reorganization it expects to file; f. efficiently communicating with the United States Trustee regarding financial reporting and addressing questions the United States Trustee may have, as Debtor has authorized direct communication for purposes of efficiency in ensuring compliance with the United States Trustee's reporting requirements; g. assisting with necessary evidence of plan feasibility for purposes of confirmation; and h. providing financial documentation to support plan confirmation. The firm will be paid at these rates: Cheryl Wesler, CPA $325 per hour Laura Allison, CPA $275 per hour Kristin Lytle, CPA $275 per hour Support staff $175 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Cheryl Wesler, a partner at Wesler & Associates, CPA PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Cheryl Wesler, CPA Wesler & Associates, CPA PC 6523 Stadium Drive Kalamazoo, MI 49009 Tel: (269) 482-1015 Email: Cheryl@weslercpa.com About 2 Fish Company, LLC 2 Fish Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mich. Case No. 24-01637) on June 20, 2024, disclosing under $1 million in both assets and liabilities. The Debtor hires Oppenhuizen Law Firm, PLC as counsel. 358 ATLANTIC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 358 Atlantic Realty LLC 78 Hoyt Street Brooklyn, NY 11201 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43382 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 Email: jsp@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mohamed B. Mohamed as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CMO7NAI/358_Atlantic_Realty_LLC__nyebke-24-43382__0001.0.pdf?mcid=tGE4TAMA ABIDE BRANDS: Seeks to Hire ThinkCFO as Accountant -------------------------------------------------- Abide Brands, Inc. and Paykickstart LLC seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire ThinkCFO, LLC as their accountant. The firm will prepare the Debtors' weekly payroll and provide tax consulting services. The accountant will receive a fixed fee of $1,699 per month for its services. ThinkCFO is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Danny Ramos, CPA ThinkCFO, LLC 5840 Red Bug Lake Road #2071 Winter Springs, FL 32708 Tel: (407) 986-0838 About Abide Brands Abide Brands, Inc., a company in Winter Garden, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03075) on June 19, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Jared Schneider, president and sole shareholder, signed the petition. Judge Lori V. Vaughan presides over the case. Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. ALLEN KNECHT DC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Allen Knecht DC PC d/b/a Namaste Integrated Medicine d/b/a Namaste Chriopractic d/b/a Namaste Integrative Chiropractic Medicine 9320 SW Barbur Blvd, Suite 255 Portland, OR 97219-5440 Business Description: The Debtor offers a wide variety of services including, chiropractic, doctor supervised weight loss, functional medicine, massage therapy, mind body medicine, nutraceuticals, personal injury and concussion rehabilitation, and red light body contouring. Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court District of Oregon Case No.: 24-32254 Judge: Hon. David W Hercher Debtor's Counsel: Theodore J. Piteo, Esq. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. 12909 SW 68th Parkway, Suite 160 Portland, OR 97223 Tel: 503-786-3800 Fax: 503-272-7796 Email: enc@pdxlegal.com Total Assets: $252,598 Total Liabilities: $1,090,398 The petition was signed by Dr. Allen Knecht as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GQ5FIXI/Allen_Knecht_DC_PC__orbke-24-32254__0001.0.pdf?mcid=tGE4TAMA ALTERNATIVE LOGISTICS: Taps Victor W. Dahar as Bankruptcy Counsel ----------------------------------------------------------------- Alternative Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Victor W. Dahar, P.A. as counsel. The firm will render these services: (a) assist with preparation and review of bankruptcy schedules, statements of financial affairs and other documents required for filing the Debtor's case pursuant to the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and this court's local bankruptcy rules; (b) represent the Debtor at the meeting of creditors and at various other hearings in this case; (c) negotiate with the Debtor's secured creditors regarding the use of cash collateral; (d) negotiate with the Debtor's counterparties regarding the assumption or rejection of executory contracts and leases; (e) negotiate with the Debtor's creditors and other parties in interest regarding a plan of reorganization and disclosure statement; (f) negotiate with possible buyers of all or substantially all of the Debtor's real property; (g) prepare objections to motions for relief and post-petition/take-out financing issues; (h) prepare objections to motions and pending issues as they arise; (i) represent for turnover, preference actions, and other avoidance and/or subordination actions; (j) advise the Debtor regarding issues arising in this Chapter 11 proceeding; (k) review and analyze claims against the Debtor and the proper treatment of such claims; (l) negotiate with the creditor's committee, if any, and creditors, as necessary; and (m) perform all other necessary and proper legal services in connection with the Debtor's Chapter 11 case. The firm will charge $300 per hour for its legal services. The firm also received a retainer in the amount of $12,000 including the filing fee from the Debtor. Eleanor Wm. Dahar, Esq. an attorney at Victor W. Dahar, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eleanor Wm. Dahar, Esq. Victor W. Dahar, PA 20 Merrimack Street Manchester, NH 03101 Telephone: (603) 622-6595 Facsimile: (603) 647-8054 Email: vdaharpa@att.net About Alternative Logistics Alternative Logistics, LLC is a veteran-owned third party logistics (3PL) company based in Nashua, N.H. Alternative Logistics provides order processing and fulfillment, warehousing, inventory management and purchasing, shipping, accounts receivable, product handling, and call center services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.H. Case No. 24-10503) on July 19, 2024, with $0 to $50,000 in assets and $1 million to $10 million in liabilities. Leo White, manager, signed the petition. Judge Bruce A. Harwood presides over the case. Eleanor Wm. Dahar, Esq., at Victor W. Dahar Professional +Association represents the Debtor as legal counsel. AMERICORE HOLDINGS: Hearing on Bid Rules Set for Aug. 22 -------------------------------------------------------- Carol Fox, the liquidating trustee for Ellwood Medical Center Operations, LLC will ask the U.S. Bankruptcy Court for the Eastern District of Kentucky at a hearing on Aug. 22 to approve the bid rules governing the sale of the company's assets. The assets up for sale include the Cypress Creek property in Fort Lauderdale, Fla., and personal property owned by Ellwood, an affiliate of Americore Holdings, LLC. The proposed bid rules give interested buyers until Sept. 6, at 5:00 p.m. (Eastern Time) to place their bids on the assets. Each bid must be accompanied by a deposit in the amount of 5% of the cash consideration of the bid. An auction will be conducted on Sept. 10, at 2:00 p.m. (Eastern Time) if the liquidating trustee receives offers by the bid deadline. The proposed deadline for the liquidating trustee to designate a stalking horse bidder is on Sept. 3, at 5:00 p.m. (Eastern Time). A stalking horse bidder sets the price floor for bidding in an auction. In the event a stalking horse bidder is selected as the starting bid, the initial incremental overbid will be at least the amount provided for in the stalking horse bid, plus the incremental overbid of at least $250,000 and break-up fee of up to $200,000. About Americore Holdings Americore Holdings, LLC and its affiliates, including Americore Health LLC, own and operate the Ellwood City Medical Center in Pennsylvania, Southeastern Kentucky Medical Center (formerly Pineville Community Hospital), Izard County Medical Center in Arkansas; and St. Alexius Hospital in St. Louis. Americore Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No.19-61608) on Dec. 31, 2019. At the time of the filing, Americore Holdings reported as much as $50,000 in both assets and liabilities. Judge Gregory R. Schaaf oversees the cases. Bingham Greenebaum Doll, LLP and Rose Grasch Camenisch Mains, PLLC serve as the Debtors' bankruptcy counsel and special counsel, respectively. Saul Ewing Arnstein & Lehr, LLP represents Suzanne Koeing, the patient care ombudsman appointed in the cases. On October 2, 2023, the court confirmed the Debtors' joint Chapter 11 plan of liquidation. The plan became effective as of January 1, 2024. By virtue of the confirmation of the Debtors' confirmed plan, Carol Fox serves as the liquidating trustee of the Ellwood Liquidating Trust. ANTONOPOULOS LLC: Unsecureds to be Paid in Full in Plan ------------------------------------------------------- Antonopoulos, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Disclosure Statement describing Plan of Reorganization dated July 26, 2024. The Debtor is a small business which owns 5 contiguous parcels of real estate in the Wallingford neighborhood of Seattle, Washington. The common addresses of those parcels are 1928 N 45th St; 1920 N 45th St; 1916 N 45th St; 4515 Meridian Ave N; and 1917 N 46th St Seattle, WA 98103. Costas Antonopoulos purchased the first parcel of real estate in 1991. Over the subsequent decades he purchased 3 more parcels, apart from one parcel which was purchased directly by the Debtor in 2008. In 2013, Mr. Antonopoulos quitclaimed his interests in 4 of the parcels to the Debtor. Today, the Debtor owns all 5 contiguous parcels which comprise roughly half a city block in the commercial district located on N 45th Street in Wallingford. The Schedules reflect a Secured Claim in favor of Banner Bank in the amount of $2,346,752.00. As of the date of this Disclosure Statement, Banner Bank has not filed a Proof of Claim. The Schedules reflect non-insider general unsecured claims as of the Petition Date totaling $4,103, and insider general unsecured claims totaling $120,000. The Plan provides for full payment of all Claims. Unsecured Claims will be paid by approximately the seventh month following Confirmation, and the Existing Lender's Claim will be paid shortly after Confirmation from the proceeds of the Rose Wallingford Sale. Because the Plan provides for full payment of all Claims, the Plan provides that all creditors would receive at least as much as they would under a chapter 7 liquidation. All Allowed Claims shall be paid in full from the proceeds of the Rose Wallingford Sale, cash on hand, and/or Property Income. If the Rose Wallingford Sale does not close, the Class 1 Claim will be paid from some combination of Property Income and a refinance of the Existing Loan or a sale or multiples sales of Properties owned by the Debtor. Article VIII.H. of the Plan defines and sets forth the procedures that creditors shall follow in the event of a default under the Plan and the remedies creditors may exercise in the event a default remains uncured following the expiration of any applicable cure period. The Holders of Equity Interests shall retain their interests following Confirmation and will continue to own, manage and operate the Debtor and its property. Class 3 consists of all Unsecured Claims. The Debtor believes that all liquidated, non-contingent, non-insider Class 3 Claims total approximately $124,103, without regard to any defenses, setoffs or counterclaims the Debtor may hold as to any such Claims. Each Holder of a Class 3 Allowed Claim who is not an insider shall be paid in full within 6 months of the Class 1 Claim being paid in full. Interest shall accrue on Class 3 Claims at the Federal Judgment Rate in effect on the first day of each month in which a payment is due. Class 3 is impaired under the Plan. Class 4 consists of Equity Interests. The Holders of Equity Interests shall retain such Equity Interests following the Effective Date, provided that no distributions shall be made on account of the Equity Interests until all Allowed Claims are paid in full in accordance with the Plan. The Plan assumes that the Debtor will sell the 1916 and 1917 Properties to Rose Wallingford LLC and that the proceeds from that sale will be sufficient to pay the Class 1 Claim in full. The provision for paying Class 3 Claims within 6 months of satisfying the Class 1 Claim in full will allow the Reorganized Debtor to build up an operating reserve while still quickly paying all such Claims from cash on hand and/or Property Income from its remaining Properties. If the Rose Wallingford Sale does not close, the Plan provides the Debtor with twenty-four months to pay the Class 1 Claim in full through a refinance, another sale or multiple sales of various Properties, or from other means. The distributions to each of the Classes under the Plan shall be made from cash on hand, Property Income and, ultimately, from the Net Proceeds of a Financial Event. All expenditures and distributions of funds from Property Income – whether to fund ongoing operations or distributions required under the Plan – shall be free and clear of any liens, interests or encumbrances of any Person. A full-text copy of the Disclosure Statement dated July 26, 2024 is available at https://urlcurt.com/u?l=2yjFG6 from PacerMonitor.com at no charge. Counsel to the Debtor: Thomas A. Buford, Esq. Bush Kornfeld LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Telephone: (206) 292-2110 Email: tbuford@bskd.com About Antonopoulos LLC Antonopoulos LLC is a small business which owns five (5) contiguous parcels of real estate in the Wallingford neighborhood of Seattle, Washington. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-11635) on June 28, 2024. In the petition signed by Costas Antonopoulos, president, the Debtor disclosed $6,740,954 in total assets and $2,470,855 in total liabilities. Judge Timothy W. Dore oversees the case. Thomas A. Buford, Esq., at Bush Kornfeld LLP serves as the Debtor's counsel. AQUA METALS: Terminates McMurtry's Employment Effective Sept. 1 --------------------------------------------------------------- Aqua Metals, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 2, 2024, the Company exercised its option under the Amended and Restated Executive Employment Agreement with Dave McMurtry to terminate his employment without cause, effective September 1, 2024. About Aqua Metals Aqua Metals, Inc. (NASDAQ: AQMS) -- https://www.aquametals.com/ -- is reinventing metals recycling with its patented AquaRefining technology. The Company is pioneering a sustainable recycling solution for materials strategic to energy storage and electric vehicle manufacturing supply chains. Aqua Metals is based in Reno, Nevada, and operates the first sustainable lithium battery recycling facility at the Company's Innovation Center in the Tahoe-Reno Industrial Center. As of March 31, 2024, the Company had $31.4 million in total assets, $8.6 million in total liabilities, and total stockholders' equity of $22.9 million. The Company cautioned in its Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern for the next 12 months. The Company stated that due to its lack of revenue from commercial operations, significant losses, and need for additional capital, there is substantial doubt about its ability to continue as a going concern within the next 12 months. The Company intends to seek funds through the sale of equity or debt financing. Funding that includes the sale of its equity may be dilutive. If such financing is not available on satisfactory terms, the Company may be unable to further pursue its business plan and may be unable to continue operations. ARCADIA BIOSCIENCES: Posts $1.06 Million Net Loss in Second Quarter ------------------------------------------------------------------- Arcadia Biosciences, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $1.06 million on $1.31 million of total revenues for the three months ended June 30, 2024, compared to net income of $818,000 on $1.30 million of total revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $1.36 million on $2.29 million of total revenues, compared to a net loss of $8.57 million on $2.38 million of total revenues for the six months ended June 30, 2023. As of June 30, 2024, the Company had $17.37 million in total assets, $5.80 million in total liabilities, and $11.57 million in total stockholders' equity. Arcadia stated, "We believe that our existing cash and cash equivalents, short-term investments and current note receivable will not be sufficient to meet our anticipated cash requirements for at least the next 12-18 months from the issuance date of these financial statements, and thus raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. "We may seek to raise additional funds through debt or equity financings, if necessary. We may also consider entering into additional partner arrangements. Any sale of additional equity would result in dilution to our stockholders. Our incurrence of debt would result in debt service obligations, and the instruments governing our debt could provide for additional operating and financing covenants that would restrict our operations. If we require additional funds and are not able to secure adequate additional funding, we may be forced to reduce our spending, extend payment terms with our suppliers, liquidate assets, or suspend or curtail planned product launches. Any of these actions could materially harm our business, results of operations and financial condition." Management Comments "The second quarter of 2024 was a significant turning point for Arcadia as we transform the business and chart our path to becoming cash flow positive," said T.J. Schaefer, president and CEO. "We monetized our wheat IP through two transactions: selling our resistant starch wheat trait to a wholly owned subsidiary of Corteva Agriscience for $4 million; and selling our GoodWheatTM brand to Above Food for net payments of $4 million over the next three years. In addition, we've secured significant distribution gains for Zola coconut water and launched two new flavors and are positioned to grow faster than the category and gain market share." "Over the last two years, we've exited several underperforming brands, right sized the organization and streamlined our cost structure in order to extend our runway. While we continue to explore strategic alternatives, our focus for the remainder of the year remains on reducing our operating costs and accelerating growth in Zola," Schaefer said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1469443/000095017024096439/rkda-20240630.htm About Arcadia Headquartered in Dallas, TX, 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. 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: Moody's Rates New Senior Unsecured Notes 'B2' ---------------------------------------------------------------- Moody's Ratings assigned a B2 rating to Archrock Partners, L.P.'s (Archrock) proposed offering of senior unsecured notes. Proceeds from the notes will be used to partially finance the pending Total Operations and Production Services, LLC (TOPS) acquisition, with any additional proceeds being used for general corporate purposes including repayment of debt. Archrock's existing ratings, including the B1 corporate family rating and B2 ratings on the existing backed senior unsecured notes are unchanged. The outlook remains positive. "Archrock's issuance of notes will provide long-term financing for a portion the TOPS acquisition," commented James Wilkins, Moody's Ratings Vice-President -- Senior Analyst. "Following this debt issuance, Moody's expect the company will continue to generate healthy positive free cash flow that will be applied towards debt reduction." RATINGS RATIONALE Archrock's B1 CFR and positive outlook reflect Moody's expectation that the company will reduce debt following the TOPS acquisition such that the leveraging effect of this largely debt-funded acquisition will be modest within a year of closing. The proceeds from the proposed debt issuance and revolver borrowings will fund close to 60% of the TOPS acquisition, with the remainder being funded by equity. Archrock's pro forma run-rate annual EBITDA will grow by ~$136 million following the deal closure. The conservative funding of the transaction is in line with the company's financial policy targeting leverage in the range of 3.0x to 3.5x debt/EBITDA. The acquisition of TOPS will enhance Archrock's strong business profile and resilient asset base that benefits from a considerable back-log of fee-based contracts with high credit quality customers. The acquisition will increase Archrock's scale and presence in the Permian Basin, the largest and fastest-growing region for the US oil and gas industry, and will substantially expand its offering of electric drive compression fleet. The TOPS assets will include 580 thousand horse power (HP) of primarily electric drive compression equipment based in the Permian Basin, of which approximately 500 thousand HP is operating (average age of three years) and the balance has been ordered, funded by the seller and is contracted to enter service under contracts with customers. The acquisition will increase Archrock's Permian fleet by about 30% to 2.1 million HP and the company's overall fleet will expand by about 14%. Archrock Partners, L.P.'s senior unsecured notes are rated B2, one notch below the company's B1 CFR. The new notes will also be rated B2, pari passu with the existing debt. The notes are backed by Archrock, Inc., which also guarantees the company's revolving credit facility. The notes have subsidiary guarantees and are junior to the claims under the $750 million asset-based secured revolving credit facility. The positive outlook reflects Moody's expectation that Archrock will seamlessly integrate the acquisition to continue improving its earnings, generate positive free cash flow and realize improving credit metrics supportive of a higher rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Archrock's ratings could be upgraded if the firm continues to focus on debt reduction and de-levers such that it maintains Debt/EBITDA below 4.5x while generating consistent positive free cash flow and adhering to conservative financial policies. If Archrock's leverage rises above 5.5x, then the ratings could be downgraded. The principal methodology used in this rating was Oilfield Services published in January 2023. Houston, Texas-based Archrock Partners, L.P. is a limited partnership and a leading provider of natural gas contract compression services to customers throughout the United States. Archrock, Inc., a publicly traded company, owns all of the limited partner and the general partner interests in Archrock Partners, L.P. ASENSUS SURGICAL: Incurs $25.75 Million Net Loss in Second Quarter ------------------------------------------------------------------ Asensus Surgical, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $25.75 million on $2.21 million of total revenue for the three months ended June 30, 2024, compared to a net loss of $20.66 million on $1.08 million of total revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $48.25 million on $3.33 million of total revenue, compared to a net loss of $42.88 million on $2.06 million of total revenue for the same period during the prior year. As of June 30, 2024, the Company had $38.50 million in total assets, $49.83 million in total liabilities, and a total stockholders' deficit of $11.33 million. Asensus said, "Since inception, we have been unprofitable. As of June 30, 2024, we had an accumulated deficit of $987.6 million and there is substantial doubt about our ability to continue as a going concern. We operate in one business segment. "As of the date of this filing, the Company continues to manage cash prudently and believes it has cash to pursue stockholder approval of the Merger, largely due to the funding under the Note discussed below. If stockholder approval is not obtained, or obtained in a timely manner, the Company expects to seek bankruptcy protection." On June 6, 2024, the Company entered into an Agreement and Plan of Merger with KARL STORZ, Endoscopy-America, Inc., a California corporation ("Parent"), and Karl Storz California Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub") providing for the merger of Merger Sub with and into the Company. Management Comments "We're at a critical juncture for our company. After thoroughly exploring all reasonably available options, we believe the Merger proposal offers the best opportunity to maximize value for our stockholders in our current circumstances," said Anthony Fernando, Asensus Surgical president and CEO. "While we understand the offer price may not meet everyone's expectations, it does provide a definite return in a challenging financial environment. If the Merger is not approved, we expect to seek bankruptcy protection. We encourage all stockholders to carefully review the information we've provided and to participate in this crucial vote. Every vote matters as we determine the best path forward for Asensus Surgical and all of our stakeholders." A full-text copy of the Form 10-Q is available for free at the SEC's website at: https://www.sec.gov/ix?doc=/Archives/edgar/data/876378/000143774924026428/asxc20240630_10q.htm About Asensus Surgical Durham, N.C.-based Asensus Surgical, Inc. -- www.asensus.com -- is revolutionizing surgery with the first intra-operative Augmented Intelligence technology approved for use in operating rooms around the world. Asensus is committed to making surgery more accessible and predictable while delivering consistently superior outcomes. The Company's novel approach to digitizing laparoscopy has led to system placements globally. Led by engineers, medical professionals, and industry luminaries, Asensus is powered by human ingenuity and driven by collaboration. Raleigh, N.C.-based BDO USA PC, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has suffered recurring losses from operations and has not generated positive cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. ATLAS LITHIUM: Incurs $12.4 Million Net Loss in Second Quarter -------------------------------------------------------------- Atlas Lithium Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $12.40 million on $182,789 of revenue for the three months ended June 30, 2024, compared to a net loss of $9.40 million on $0 of revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $25.58 million on $374,108 of revenue, compared to a net loss of $13.86 million on $0 of revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $60.86 million in total assets, $33.90 million in total liabilities, and $26.96 million in total stockholders' equity. Atlas Lithium said, "We have historically incurred net operating losses and have not yet generated material revenues from the sale of products or services. As a result, our primary sources of liquidity have been derived through proceeds from the (i) sales of our equity and the equity of one of our subsidiaries, and (ii) issuance of convertible debt. As of June 30, 2024, we had cash and cash equivalents of $32,267,730 and working capital of $27,303,255, compared to cash and cash equivalents $29,549,927 and a working capital of $24,044,931 as of December 31, 2023. We believe our cash and cash and equivalents will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. However, our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the successful installation of our lithium processing facilities, and the ability to attract talent to manage our different areas of endeavor. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1540684/000149315224030957/form10-q.htm About Atlas Lithium Headquartered in Minas Gerais, Brazil, Atlas Lithium Corporation -- http://www.atlas-lithium.com-- is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, the Company owns exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Its current focus is the development from exploration to active mining of its hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known lithium-bearing pegmatitic district, which has been denominated by the government of Minas Gerais as "Lithium Valley." Atlas Lithium reported a net loss of $42.63 million for the 12 months ended Dec. 31, 2023, compared to a net loss of $5.66 million for the 12 months ended Dec. 31, 2022. As of March 31, 2024, the Company had $37.70 million in total assets, $35.10 million in total liabilities, and $2.60 million in total stockholders' equity. ATS CORP: S&P Rates New C$300MM Senior Unsecured Notes 'BB' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '5' recovery rating to ATS Corp.'s proposed C$300 million senior unsecured notes due 2032. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; rounded estimate: 15%) in the event of a default. S&P said, "We understand the company intends to use the net proceeds from the proposed notes primarily to pay down the outstanding borrowings on its revolving credit facility thereby bolstering its liquidity. We consider the transaction neutral to our rating on ATS, including our expectation for adjusted debt to EBITDA of 2x-3x remains unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P updated its recovery analysis to incorporate the proposed C$300 million senior unsecured notes. -- The '5' recovery rating on the unsecured notes indicates S&P's expectation for negligible (10%-30%; rounded estimate: 15%) recovery in the event of a default. S&P does not rate the company's secured credit facilities. -- S&P's simulated default scenario assumes a default in 2029 stemming from increased competitive pressures and a major economic downturn that forces ATS' customers to delay or cancel their capital expenditure for automation systems. -- S&P assumes these factors pressure the company's ability to meet its financial obligations, prompting the need for a restructuring. -- S&P's recovery analysis assumes a gross reorganization value for the company of about C$974 million, which reflects emergence EBITDA of about C$177 million and a 5.5x multiple. -- S&P assumes that, in a hypothetical bankruptcy scenario, the company's C$750 million revolving credit facility would be 85% drawn. Simulated default assumptions Default year: 2029 EBITDA at emergence: C$177 million EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after administrative costs): C$926 million -- Valuation split (obligors/nonobligors): 80%/20% -- Collateral value available to secured creditors: C$740 million -- Secured first-lien debt: C$971 million -- Total value available to unsecured claims: C$185 million -- Senior unsecured debt and pari passu deficiency claims: C$1,030 million --Recovery expectations: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. BAYOU CITY SMILES: Unsecureds Will Get 6.5% of Claims over 5 Years ------------------------------------------------------------------ Bayou City Smiles, PC filed with the U.S. Bankruptcy Court for the Southern District of Texas an Amended Plan of Reorganization dated July 26, 2024. The Debtor started operations in August 2014. The Debtor operates a dental office with two locations. The Debtor had to file bankruptcy due to delay in construction of second location for over a year while Debtor still had to pay rent. Debtor had to take out several Merchant Cash Advances to remain operational. This and the economic fallout of covid 19 prompted Debtor to seek bankruptcy relief and to restructure financial obligations. The Debtor filed this case on March 14, 2024, to seek protection from aggressive collection efforts by creditors that, if continued, would be to the detriment of other creditors by crippling business operations. Debtor proposes to pay allowed unsecured based on the liquidation analysis and cash available. The Debtor anticipates having enough business and cash available to fund the plan and pay the creditors pursuant to the proposed plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into seven classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While Debtor's Plan proposes to pay claims not to exceed 5 years, nothing prevents Debtor from prepaying its claims. Class 6 consists of Allowed Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years remaining on this date. Debtor shall commence disbursements to the Class 6 claims beginning the second year of the plan through the fifth year after the effective date of confirmation. The Debtor will distribute up to $133,891.22 to the general allowed unsecured creditor pool over the 5-year term of the plan. The Debtor can make monthly, quarterly or yearly payments as to the Class 6 Claimants. The Debtor's General Allowed Unsecured Claimants will receive 6.5% of their allowed claims under this plan. Any creditors listed in the schedules of Bayou City Smiles, PC. as disputed and did not file a claim will not receive distributions under this plan. The allowed unsecured claims total $1,944,310.25. This Class is impaired. Class 7 consists of Equity Interest Holders (Current Owner). The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 7 Claimants are not impaired under the Plan. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Amended Plan dated July 26, 2024 is available at https://urlcurt.com/u?l=ZmmBcl from PacerMonitor.com at no charge. Counsel to the Debtor: Vicky M. Fealy, Esq. Fealy Law Fealy 1235 North Loop W Ste 1005 Houston, TX 77008 Telephone: (713) 526-5220 Facsimile: (713) 526-5227 Email: vfealy@fealylawfirm.com About Bayou City Smiles, LLC Bayou City Smiles, PC operates a dental office with two locations. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31145) on March 14, 2024, with $1 million to $10 million in both assets and liabilities. Judge Jeffrey P. Norman presides over the case. Vicky M. Fealy, Esq., at The Fealy Law Firm, PC represents the Debtor as bankruptcy counsel. BENHAM ORTHODONTICS: Behrooz Vida Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 6 appointed Behrooz Vida, Esq., at the Vida Law Firm, PLLC as Subchapter V trustee for Benham Orthodontics & Associates, P.A. Mr. Vida will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Vida declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Behrooz P. Vida, Esq. The Vida Law Firm, PLLC 3000 Central Drive Bedford, TX 76021 Telephone: (817) 358-9977 Facsimile: (817) 358-9988 Email: behrooz@vidalawfirm.com About Benham Orthodontics & Associates Benham Orthodontics & Associates, P.A. provides orthodontic care to children and adults. It is based in Colleyville, Texas, and conducts business under the name Benham Family Orthodontics. Benham sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-42784) on August 7, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Adam Benham, director, signed the petition. Judge Edward L. Morris presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. BEX AESTHETIX: Hires Lane Law Firm PLLC as Counsel -------------------------------------------------- Bex Aesthetix Boutique, Inc. dba Bex Laser Aesthetix, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Lane Law Firm, PLLC as counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the Chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these case. The firm will be paid at these rates: Robert C. Lane $595 per hour Managing Associates $550 per hour Managing Associate Joshua Gordon $500 per hour Paralegals/legal assistants $190 to $250 per hour The firm will be paid a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, Esq., a partner at Lane Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About Bex Aesthetix Boutique, Inc. dba Bex Laser Aesthetix Bex Aesthetix Boutique, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-42564) on July 25, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Edward L. Morris presides over the case. Robert Lane, Esq., at The Lane Law Firm, PLLC represents the Debtor as bankruptcy counsel. BLINK HOLDINGS: Aug. 19 Deadline Set for Panel Questionnaires ------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Blink Holdings, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/454sx92r and return by email it to Jon Lipshie - Jon.Lipshie@usdoj.gov - and Benjamin A. Hackman - Benjamin.A.Hackman@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Aug. 19, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Blink Holdings Blink Holdings, Inc. are are providers of fitness services in the high value, low price fitness category. Blink Holdings and more than 100 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11686) on Aug. 12, 2024. In the petition filed by President Guy Harkless, Blink Holdings disclosed $100 million to $500 million in assets against $100 million to $500 million in debt. Hon. J. Kate Stickles presides over the cases. Young Conaway Stargatt & Taylor, LLP serves as the Debtors' counsel. Moelis & Company is the Debtors' investment banker and EPIQ Corporate Restructuring LLC is the Debtors' notice and claims agent. BLUE CROSS: A.M. Best Cuts Financial Strength Rating to B(Fair) --------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating (FSR) to B (Fair) from B++ (Good) and the Long-Term Issuer Credit Ratings (Long-Term ICRs) to "bb" (Fair) from "bbb+" (Good) of Blue Cross and Blue Shield of Vermont (BCBSVT) and its subsidiary, The Vermont Health Plan, LLC., collectively known as Blue Cross and Blue Shield of VT Group (BCBSVT Group). Additionally, AM Best has placed the FSR and the Long-Term ICRs under review with negative implications. Both companies are domiciled in Berlin, VT. These Credit Ratings (ratings) reflect BCBSVT Group's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, neutral business profile and marginal enterprise risk management. The downgrading of the ratings is attributed to a significant decline in the level of risk-adjusted capitalization as measured by Best's Capital Adequacy Ratio (BCAR) through year-end 2023, with further substantial deterioration expected through mid-2024. The projected year-end BCAR for 2024 has deteriorated to a weak assessment. The decline for 2024 is being driven by a higher-than-projected net loss driven by continuing higher-than-expected costs and utilization trends throughout the second quarter, as well as several other one-time items. The previous capital and surplus decline in 2023 was primarily due to BCBSVT's higher unrealized capital loss position. AM Best expects that the continuation of underwriting and net losses could impact the remainder of 2024, although the company is seeking sizable rate increases as part of its corrective action plan. Additionally, BCBSVT is currently evaluating potential options for capital support to bolster its risk-adjusted capital for 2024. The placement of the ratings under review with negative implications reflects AM Best's concerns about the uncertainty regarding the extent of the improvement in BCBSVT's risk-adjusted capitalization, materially higher-than-expected net losses projected at year-end 2024 and limited financial flexibility. The ratings will remain under review while AM Best has further discussions with management and monitors the status of the organization's operating performance and balance sheet strength position as it implements corrective measures through the second half of 2024. BLUE DUCK: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Blue Duck Energy, Ltd. 6116 N. Central Expressway Suite 1450 Dallas, TX 75206 Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-20224 Debtor's Counsel: Joshua N. Eppich, Esq. BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Tel: 817-405-6900 Email: Joshua@bondsellis.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by James Kondziela, Manager of the Debtor's General Partner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EIHDM6I/BLUE_DUCK_ENERGY_LTD__txnbke-24-20224__0001.0.pdf?mcid=tGE4TAMA BOVINE PROPERTIES: Gets OK to Sell Iowa Property to Daisy River --------------------------------------------------------------- Bovine Properties, LLC got the green light from the U.S. Bankruptcy Court for the Southern District of Iowa to sell its real property to Daisy River Real Estate, LLC. Daisy River offered $3.9 million for the real property located at 1902 7th Ave., Camanche, Iowa. The property is being sold "free and clear" of liens pursuant to the terms of the sale contract between the companies. Clinton National Bank, which holds a $9.4 million claim against the Camanche property, consented to the sale. Bovine's contract with the buyer also includes the sale of equipment owned by Naeve Family Beef, LLC, a non-debtor, for $2.1 million. At closing, $2.1 million (less the $17,500 of pro rata Peoples Company marketing costs) will be paid to Clinton National Bank, the lienholder on the equipment. About Bovine Properties Bovine Properties is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns the real property located at 1902 7th Ave., Camanche, Iowa, valued at $5 million. Bovine Properties filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Iowa Case No. 24-00316) on April 10, 2024, with $5,000,000 in assets and $19,588,665 in liabilities. On April 25, 2024, the case was transferred to the U.S. Bankruptcy Court for the Southern District of Iowa (Bankr. S.D. Iowa Case No. 24-00556) Judge Lee M. Jackwig oversees the case. AG & Business Legal Strategies serves as the Debtor's bankruptcy counsel. BYJU'S ALPHA: Camshaft's Motion to Dismiss Bankruptcy Case Denied ----------------------------------------------------------------- Chief Judge John T. Dorsey of the United States Bankruptcy Court District of Delaware denied the motion filed by Camshaft Capital Fund, LP, Camshaft Advisors, LLC, and Camshaft Capital Management to dismiss the bankruptcy case of BYJU's Alpha, Inc. BYJU's Alpha, Inc. is a subsidiary of Think & Learn Pvt Ltd, a private limited company under the laws of India. The Debtor is a special purpose vehicle, created to serve as a borrower under a credit agreement for a $1.2 billion term loan facility. GLAS Trust Company LLC acts as the Administrative and Collateral Agent under the Loan. Soon after executing the Credit Agreement, the Debtor and its affiliates defaulted and began transferring money to Camshaft. Between April and July 2022, the Debtor transferred a total of $533 million to Camshaft. In exchange for the Funds, the Debtor received a limited partnership interest in Camshaft. On May 3, 2023, GLAS, at the direction of the lenders it represents, exercised remedies by accelerating the Loan, taking control of the Debtor, and replacing its sole director, Riju Ravindran with Timothy Pohl. Ravindran contested the validity of Pohl's appointment and refused to hand over any books and records of the Debtor to Pohl. On May 3, 2023, Pohl and GLAS filed an action in the Delaware Court of Chancery, seeking a declaration that the Lenders' exercise of remedies and Pohl's appointment were valid. On May 22, 2023, the Delaware Court issued a Status Quo Order, directing Ravindran to immediately provide Pohl with access to the Debtor's accounts and documents and restricting the Debtor's ability to file for bankruptcy at the time. On September 5, 2024, with the Debtor's support, GLAS commenced an action against Camshaft in Florida to avoid the $533 million fraudulent transfer. The Florida Court denied GLAS's emergency motion to compel discovery and ordered that discovery proceed on an ordinary schedule. Camshaft moved to dismiss the action and stay discovery pending resolution of the motion to dismiss, which were set to be heard on February 2, 2024. On November 2, 2023, the Delaware court announced its decision in the Section 225 Action, upholding the Lenders' exercise of remedies and the appointment of Pohl. On November 13, 2023, the Delaware Court entered its Final Order and Judgment and dissolved its Status Quo Order, which had previously restricted Pohl's authority to place the Debtor in bankruptcy. On December 13, 2023, Ravindran appealed the Delaware Court's decision in the Section 225 Action, seeking to challenge Pohl's authority over the Debtor. On February 1, 2024, the Debtor filed for Chapter 11, which stayed the appeal of the Section 225 Action and the Florida Action. On February 2, 2024, the Debtor filed the Adversary Complaint, asserting claims for the avoidance and recovery of the $533 million transferred from the Debtor to Camshaft under both the Bankruptcy Code and Florida law. Shortly thereafter, Camshaft moved to dismiss the bankruptcy pursuant to Section 1112(b) of the Bankruptcy Code. Camshaft argues the balance of the factors weighs in favor of a finding of bad faith in this case, including that the Debtor only has a single asset, has few unsecured creditors, has no ongoing business, no pressure from non-moving creditors, and no cash or income. But Camshaft's primary argument is that this bankruptcy is nothing more than a two-party dispute that should be resolved in state court. Specifically, Camshaft argues that the Debtor's chapter 11 case should be dismissed because it was filed for the sole purpose of obtaining a litigation advantage. In support of its position, Camshaft points to the fact that the Debtor filed its petition the day before a hearing was scheduled in the Florida Action. Camshaft cites In re HBA E., Inc., where the court noted that "the timing of the filing of a Chapter 11 petition is such that there can be no doubt that the primary, if not sole, purpose of filing was a litigation tactic, the petition may be dismissed[.]". Camshaft further notes that the fraudulent transfer claims asserted are the same as those asserted against Camshaft in the Florida Action and that the discovery sought in both actions is substantially the same. The Debtor counters that the bankruptcy case was filed in good faith: 1. The evidence shows that the Debtor was in financial distress. It was left insolvent following the transfer of the Funds and its only viable source of funding was a DIP credit facility. 2. The filing serves a valid bankruptcy purpose because it maximizes the value of the estate by staying ongoing litigation and allowing for the entry of a preliminary injunction that precludes further dissipation of assets. 3. There is a possibility of reorganization, the petition was not filed on the eve of foreclosure, there was no previous bankruptcy petition, no improper prepetition conduct, and nothing suggesting the subjective intent of the debtor was to act in bad faith. Judge Dorsey agrees. He explains, "The evidence before me establishes that the petition serves a valid bankruptcy purpose and was not merely filed to obtain a litigation advantage. The record suggests that the Debtor was in financial distress at the time of filing. Camshaft has put forth no evidence to dispute that conclusion. As the Debtor's sole director, Mr. Pohl, explained, given the Debtor's insolvency and the total lack of cooperation from Debtor's former management, parent company, and Camshaft, filing for bankruptcy was a necessity as it was the only means available to obtain the funding and discovery needed to both get a complete understanding of what happened and access all available remedial options. Without it, the Debtor could not continue its investigation, its participation in existing litigation, or even its administration of the assets that remain. The bankruptcy will also allow for resolution of all issues regarding the Debtor's assets in a single forum, which will maximize efficiency and minimize the depletion of available assets." "The evidence also does not support the conclusion that the primary purpose of the Debtor's chapter 11 petition was to obtain a litigation advantage. As Mr. Pohl testified, discussions regarding a potential bankruptcy began as soon as the restrictions contained in the Status Quo Order prohibiting a bankruptcy filing were lifted. Additionally, while there are some similarities between the bankruptcy and the Florida Action, the two cases are not the same. Importantly, the Debtor is not even a party to the Florida Action. Furthermore, there is little evidence to support the assertion that Florida was likely to be an unfavorable forum for the Debtor, aside from the Florida Court's denial of GLAS's motion to expedite discovery. The Florida Action was in its infancy when the Debtor's bankruptcy petition was filed and an inability to fast-track discovery simply does not evince the subjective bad faith intent that Camshaft suggests," Judge Dorsey concludes "For these reasons, I find that the Debtor has established that this case was filed in good faith. The Motion is therefore denied." A copy of the Court's decision dated August 5, 2024, is available at https://urlcurt.com/u?l=QBaHZ6 About BYJU's Alpha BYJU's Alpha, Inc. designs and develops education software solutions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1, 2024. In the petition signed by Timothy R. Pohl, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $10 billion in liabilities. Judge John T. Dorsey oversees the case. Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart & Sullivan, LLP serve as the Debtor's legal counsel. GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski Stang Ziehl & Jones, and Reed Smith. In June 2024, a group of creditors led by HPS Investment Partners filed involuntary Chapter 11 bankruptcy petitions against Neuron Fuel Inc., Epic Creations Inc., and Tangible Play Inc. -- three firms formerly affiliated with Byju's Alpha. CABLE ONE: S&P Alters Outlook to Negative, Affirms 'BB' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed all the ratings, including the 'BB' issuer credit rating. The negative outlook reflects the potential that leverage could rise above 4x in the next 12 months due to lower earnings, leaving Cable One no capacity in the rating to debt finance an acquisition of the remaining stake of Mega Broadband Investments Intermediate I LLC (Vyve Broadband) that it does not own. The outlook revision primarily reflects intensifying competition from FTTH and FWA that could push leverage above 4x on a sustained basis. S&P said, "We believe Cable One's competitive overlap with AT&T Inc.'s FTTH service and other FTTH and hybrid fiber coaxial cable overbuilders has increased to roughly 50%, from about 33% in 2022. Greater competition from other broadband providers is pressuring both broadband average revenue per user (ARPU) and subscriber growth. In addition, wireless carriers are offering in-home broadband with FWA, which has limited Cable One's ability to take share from digital subscriber line (DSL) providers because many of these consumers are opting to switch to cheaper FWA service instead of converting to cable. Furthermore, we expect net subscriber additions will be limited on losses from the expiration of the Affordable Connectivity Program (ACP), such that residential broadband subscriber growth remains flat." S&P believes Cable One's EBITDA will drop about 7% in 2024. This is due to declines in the company's residential broadband, video, and voice revenues. More specifically, S&P projects: -- A 5% decrease in residential broadband revenue because of a 4.5% decline in ARPU as management reduces prices to effectively compete and limit share losses. -- S&P Global Ratings-adjusted EBITDA margins remaining in the 53%-54% area. -- Modest earnings growth at about 1% in 2025 due to higher broadband revenues from moderate subscriber gains of 5,000-7,000. Further, S&P expects ARPU to stabilize at about $80 in the second half of 2024 and 2025. Cable One's high broadband ARPU and limited product diversity make it more susceptible to competitive pressures. The company's long-standing strategy to emphasize profitability over market share contributed to residential broadband ARPU that is one of the industry's highest. Cable One does not offer mobile wireless, leaving little room to differentiate itself from FTTH and FWA competitors. Therefore, over the longer term, S&P believes its ability to increase earnings will be limited. S&P said, "We believe FTTH poses a competitive threat to small cable operators such as Cable One. We believe FTTH competitors such as AT&T will take market share because they offer very fast data speeds, which could increase churn. Furthermore, Cable One is not as well positioned as larger peers Comcast Corp. and Charter Communications Inc. to effectively defend against FTTH competition given its scale disadvantages and limited financial flexibility to profitably bundle mobile service via a mobile virtual network operator (MVNO) agreement with its in-home broadband product. "FWA will continue to pressure cable subscriber additions over the near term. The technology works well and is offered at lower prices. Therefore, we believe FWA could make it more challenging for Cable One to add customers at the lower end of the market, limiting its ability to take share from DSL. FWA network capacity will eventually become constrained, but it is unclear when. Furthermore, wireless operators are deploying mid-band spectrum nationwide, enabling them to offer faster data speeds. We believe FWA subscribers may skew more rural because these markets have lower mobile data traffic than urban areas." However, the low density of rural markets means that not all homes will be reachable by mid-band spectrum, which could insulate Cable One to some degree, given the rural nature of its footprint. S&P said, "We believe it will be challenging for Cable One to acquire Vyve and maintain leverage below 4x if it funds the transaction with meaningful debt. In the third quarter of 2025, the put option to purchase the remaining stake from private-equity firm GTCR LLC can be exercised. We believe that if the company fully funds the acquisition with debt, leverage would increase by about 0.75x-1x. That said, it is unclear how the transaction would be funded. Cable One could partially fund it with equity, with a smaller increase in leverage. In addition, the transaction likely would not close until late 2025 to early 2026 due to likely customer regulatory approvals and closing conditions. "Absent a debt-financed acquisition of Vyve, our base-case forecast assumes Cable One reduces leverage to the mid-3x area by fiscal year-end 2025. We believe the company will generate $230 million-$250 million of annual discretionary cash flow, which will enable it to reduce net debt and offset weaker earning trends such that leverage improves to about 3.5x in 2025 from 3.8x in 2024. We believe Cable One will also reduce capital expenditure (capex) and share repurchases over the next two years as it looks to increase its financial capacity to fund the Vyve acquisition." The negative outlook on Cable One reflects the potential that leverage could rise above 4x over the next 12 months due to lower earnings, leaving it no capacity in the rating to debt finance an acquisition of the remaining stake of Vyve. S&P could lower its rating on Cable One if: -- The company completes a debt-financed acquisition that pushes leverage above 4x on a sustained basis; or -- A more competitive operating environment continues contraction in EBITDA such that leverage rises above 4x. S&P could revise the outlook to stable if Cable One: -- Increases broadband subscribers and revenue, resulting in solid earnings growth and leverage comfortably below 4x; and -- Demonstrates that it could accommodate the Vyve acquisition and keep leverage below 4x on a sustained basis. ESG factors have no material influence on S&P's credit rating analysis of Cable One. CAPSTONE COMPANIES: Posts $124K Net Loss in Second Quarter ---------------------------------------------------------- Capstone Companies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $124,010 on $137,818 of net revenues for the three months ended June 30, 2024, compared to a net loss of $325,102 on $26,645 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 $386,270 on $143,268 of net revenues, compared to a net loss of $791,777 on $32,197 of net revenues for the six months ended June 30, 2023. As of June 30, 2024, the Company had $1.39 million in total assets, $4.02 million in total liabilities, and a total stockholders' deficit of $2.63 million. For the six months ended June 30, 2024 and 2023, the Company reported a $111,000 or 346% increase in net revenue from $32,000 in 2023 to $143,000 in 2023. The increase in revenue period to period is due to a liquidation sale of the Smart Mirrors for $80,000. The net loss for the six months ended June 30, 2024 and 2023 was $386,000 as compared to $792,000 in 2023. During the six months ended June 30, 2024 and 2023 the Company used in operating activities approximately $109,000 of cash in 2024 and $390,000 in 2023. The decrease in net cash used in operations primarily relates to decrease in right of use operating lease expense for the non-renewal of the office lease, and decreases in inventory, accounts payable balances during 2024 as the company has moved to a remote work environment and decreased overhead costs significantly. Capstone stated, "These liquidity conditions raise substantial doubt about the Company's ability to continue as a going concern. We are seeking alternative sources of liquidity, including but not limited to debt or equity funding through issuance of securities, or other alternative financing measures. However, instability in, or tightening of the capital markets, could adversely affect our ability to access the capital markets on terms acceptable to us. An economic recession or a slow recovery could adversely affect our business and liquidity. The lack of operating income from products and the financial condition of the Company are also hindering efforts to locate working capital funding. The Company is also pursuing a merger or acquisition with a private operating company as a means of improving the financial condition and prospects of the Company, but the Company has not located a potential candidate as of the date of this Form 10-Q. There can be no assurance that the Company will be able to locate and consummate any transaction to improve its liquidity condition. "Certain directors have provided necessary funding including a working capital line to support the Company's cash needs through this period of revenue development, but this funding is limited in amount and frequency. Unless the Company succeeds in raising additional capital or successfully increases cash generated from operations, or finds and consummates an alternative transaction to improve its financial condition, management believes there is substantial doubt about the Company's ability to continue as a going concern and meet its obligations over the next twelve months from the filing date of this Form 10-Q." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/814926/000190359624000493/capc_10q.htm About Capstone Companies Inc. Deerfield Beach, Fla.-based Capstone Companies, Inc. is a public holding company organized under the laws of the State of Florida. The Company is a designer, manufacturer and marketer of consumer products that are designed to simplify daily living through technology. Margate, Fla.-based Assurance Dimensions, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred recurring operating losses, has incurred negative cash flows from operations and has an accumulated deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. CAREER MATCHING: Seeks to Hire Certilman Balin Adler as Attorney ---------------------------------------------------------------- Career Matching Platform, Inc. seeks approval from the U.S. Bankrutpcy Court for the Southern District of New York to hire Certilman Balin Adler & Hyman, LLP as attorneys. The firm will render these services: (a) represent the Debtor in this Chapter 11 case; and (b) perform all legal services to the Debtor which may be necessary. The firm will be paid at these rates: Richard J. McCord $600 per hour James A. Rose $525 per hour Robert D. Nosek $500 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm requested an advance payment in the amount of $24,595. Richard McCord, Esq., a member at Certilman Balin Adler & Hyman, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard J. McCord, Esq. Robert D. Nosek, Esq. Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue East Meadow, NY 11554 Telephone: (516) 296-7000 Email: rmccord@certilmanbalin.com About Career Matching Platform Career Matching Platform is an online career platform helping job seekers find their next career without ads, misleading links or any spam emails or text. Career Matching Platform, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10792) on May 7, 2024, listing $402,899 in assets and $1,926,406 in liabilities. The petition was signed by Boris Rozman as managing member. Judge Martin Glenn presides over the case. Dawn Kirby, Esq. at KIRBY AISNER & CURLEY LLP represents the Debtor as counsel. CARVANA CO: S&P Upgrades ICR to 'B-' on Sustainable Improvements ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based Carvana Co. to 'B-' from 'CCC+'. S&P said, "At the same time, we raised our unsolicited issue-level rating on Carvana's senior secured debt to 'B-' from 'CCC+' with a '4' recovery rating (30%-50%; rounded estimate: 40%). We also raised our issue-level rating on its senior unsecured debt to 'CCC' from 'CCC-' with a '6' recovery rating (0%-10%; rounded estimate: 0%). "The stable outlook reflects our view that Carvana will continue increasing EBITDA, generating positive free cash flow, and maintaining leverage of 6x-7x over the next 12 months. "The upgrade reflects Carvana's fundamental business improvements, which we believe will sustain stronger EBITDA margins and positive free operating cash flow (FOCF). Carvana has substantially improved its per unit economics of retail vehicles sold, increasing retail gross profit per unit (GPU) to $3,539 in the second quarter of 2024 from $2,862 a year earlier. The company also increased units sold to 101,400 in second quarter 2024, up 33% from the same prior-year period. It reduced operating costs, improved its reconditioning process, decreased inventory turn time, and raised ancillary revenues to achieve these stronger unit economics. Carvana also reduced selling, general, and administrative (SG&A) expense per unit by 23% in the second quarter over the same prior-year period through operational efficiency gains, and keeping advertising and overhead spending relatively flat even as unit sales increased. As a result, its S&P adjusted EBITDA margin improved substantially to about 7.6% for the 12 months ended June 30, 2024, from negative margins in the same prior-year period. "We believe the focus on unit economics has fundamentally improved Carvana's business profile and will sustainably strengthen EBITDA margins. We now forecast adjusted EBITDA margins of about 8.5%-9% this year. We believe it can continue improving revenue and EBITDA simultaneously such that it will comfortably generate positive FOCF even if all its debt flipped to mandatory cash interest payments. We forecast adjusted FOCF of about $650 million-$700 million in 2024, though this is elevated due to significant payment-in-kind interest. "However, we still anticipate positive FOCF in 2026 when all interest becomes cash payment. Material improvements in operating performance have also substantially enhanced Carvana's liquidity position to adequate, with ample cash and revolver availability. "We expect Carvana to continue increasing unit sales while remaining disciplined in controlling costs to further expand EBITDA and cash flow. Demand for used vehicles remains steady even as new vehicle prices are high and consumers face inflationary pressures. We believe this underlying dynamic will drive higher unit sales. Through 2024, we forecast revenue growth of about 20%, primarily from increased unit and loan sales due to more loan originations, slightly offset by lower price per unit as used vehicle prices moderate. We expect retail GPUs to moderate as used as unit sales expand as inventories increase and turn times normalize." However, S&P believes Carvana can strengthen SG&A leveraging. Despite significant reduction in SG&A spending, the company is still shy of its longer-term goal of 6%-8% SG&A as a percentage of revenue. Currently, it has sufficient production and fulfillment infrastructure to triple retail volumes, which will drive significant overhead expense leveraging and bring down SG&A as a percentage of revenue. Key risks S&P will observe are Carvana's ability to maintain a strong inventory turn and control SG&A spending as unit sales increase. Historically, when the company expanded too aggressively, SG&A also expanded too quickly. S&P believes it will follow a more disciplined growth approach, expanding into markets rationally to maintain reasonable inventory turn times and keep advertising and headcount costs under control. Additionally, Carvana must maintain high standards in its reconditioning process even as unit growth expands. S&P said, "Further ratings upside depend on Carvana's deleveraging path. We expect leverage to decline to 6x-6.5x at the end of fiscal 2024 from 17.2x at the end of fiscal 2023 through EBITDA expansion and a $250 million note paydown in the second quarter, with an equity raise of $350 million. We expect further EBITDA expansion in 2025 to drive leverage down further. Additionally, the company will benefit from paying cash interest on its 2028 and 2030 notes, preventing its longer-term gross debt balance from increasing. Further upside rating potential will hinge on Carvana's ability to deleverage below 6x and a financial policy of maintaining it. "Carvana will generate significant free cash flow over the next few years and has a $1 billion at-the-market facility to raise additional equity. However, we haven't factored additional debt prepayment into our base case, though gross debt reduction would accelerate deleveraging. "The stable outlook reflects our view that Carvana will continue increasing EBITDA, generating positive FOCF, and maintaining leverage of about 6x-7x over the next 12 months." S&P could lower its ratings if Carvana's capital structure becomes unsustainable, which could happen if: -- Operating performance deteriorates such that leverage becomes unsustainably high; or -- It cannot sustainably generate positive FOCF. S&P could raise its ratings if Carvana maintains leverage below 6x and EBITDA interest coverage above 1.5x on a sustained basis, which could happen if: -- performance continues to improve through sales growth and unit economics improvement such that EBITDA grows; or -- Carvana utilizes FOCF or proceeds from equity raises to reduce its gross debt position; and -- The company commits to maintaining leverage below 6x longer term and the risk of releveraging is low. S&P said, "Environmental and social credit factors have no material influence on our credit rating analysis, as increased demand for electrified vehicles will not have a meaningful impact on its business model as an online retailer of used vehicles. Carvana sells vehicles regardless of the propulsion system, and we expect the potential adoption of electric vehicles (new and used) will not significantly affect demand for used internal combustion engine vehicles in the near term. "Governance factors are a moderately negative consideration for our ratings analysis because we view the controlling ownership by its founders as demonstrating corporate decision-making that prioritizes the interests of controlling owners over other shareholders. This structure, in our view, could also limit the effectiveness of the board of directors." CBD RESOURCES: Seek to Hire DelCotto Law Group as Legal Counsel --------------------------------------------------------------- CBD Resources, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire DelCotto Law Group PLLC as its attorneys. The firm's services include: (a) take all necessary action to protect and preserve the estate of the Debtor; (b) prepare on behalf of the Debtor necessary legal papers in connection with the administration of its estate; (c) negotiate and prepare on behalf of the Debtor a plan of reorganization and all related documents; and (d) perform all other necessary legal services in connection with this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Dean Langdon, Esq. $450 Attorneys $325 - $650 Paralegals $180 - $200 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $21,738 from the Debtor. Dean Langdon, Esq., an attorney at DelCotto Law Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dean A. Langdon, Esq. DelCotto Law Group, PLLC 200 North Upper Street Lexington, KY 40507 Telephone: (859) 231-5800 Facsimile: (859) 281-1179 Email: dlangdon@dlgfirm.com About CBD Resources, Inc. CBD Resources, Inc. is primarily engaged in mining coal. CBD Resources, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 24-70306) on July 26, 2024, listing $318,622 in assets and $4,917,011 in liabilities. The petition was signed by Charlie Collins as designated representative. Judge Gregory R Schaaf presides over the case. Dean A. Langdon, Esq. at DELCOTTO LAW GROUP PLLC represents the Debtor as counsel. CENTER FOR ALLERGIC: Unsecureds to Get $898 per Month for 60 Months ------------------------------------------------------------------- Center for Allergic Diseases, LLC, submitted an Amended Disclosure Statement for Small Business describing Plan of Reorganization dated July 26, 2024. The Debtor requested that Fairview Center condominium II, Inc. turn the electric on for Unit 202. However, the creditor refused. Debtor offered an adequate protection payment, however, the creditor rejected the offer. The creditor refused to request an amount that they would deem satisfactory as an adequate protection payment. Debtor believes that the creditor is fully secured by the real estate and adequate protection payment is not required. The Debtor filed a Motion for Adequate Protection Payments. Pursuant to the hearing for such Motion, the court ordered a deposit in the amount of $1,665.00 and the court prorated the condo dues and CAM for October as of the day of filing and Debtor owed $2,381.70. This should reduce the amount owed by the Fairview Claim. This helped shape the payment plan payments. Also, Fairview was required to turn the electric on in the Premises for Fairview Condo. This should help provide additional funds to pay toward the Chapter 11 Plan by being able to rent this space. The electricity has been turned on in the Fairview Center Condominium II, Inc. for Unit 202. Currently, Debtor has discussed the rental of this unit with Hooper & Associates. Counsel has confirmed that a formal listing agreement has recently been entered to engage this real estate brokerage Hooper & Associates located at 3605 Old Washington Road, PO Box 125, Waldorf, Maryland 20604. Such agent has had three interested potential renters and had one potential renter returning to inspect the premises again July 17, 2024 and has indicated they may send a letter of intent. Debtor's counsel will submit application for employment for Hooper & Associates. There has been hesitance with renters and the realtor knowing that Debtor is in bankruptcy and potential foreclosure of the property if the bankruptcy is dismissed, or the stay lifted by Fairview Condominium. On or about July 2024, Fairwood Office Park Council of Unit Owners, Inc. filed a proof of claim in the amount of $67,756.58. There was a dispute as to the actual amount due for assessment fees, late fees, interest and legal fees. The statement of lien includes prior dates that are not included in the statement of account. In addition, it was unclear as to the allowed interest charged and the statement of account and the statements of lien are conflict. There was a payment in 2022 in the amount of $50,000.00 from a tax sale of the Cherry Lane property mentioned under IIA. Since the filing of an objection, the creditor's counsel did send a breakdown explaining the high interest charged and a breakdown of how it was calculated in the amount of $16,052.24, with the total assessments that were due are in the amount of $47,248.90. Counsel explained that $70,932.58 is the more accurate amount due through the filing of the petition. This amount also includes late fees, costs and attorney fees. Class 1 consists of the Secured claim of: Fairwood Office Park Condo. This Class shall receive a monthly payment $900.00 for first 5 months and then $1,296.15 for 55 months to pay $47,248.90 in dues, 4,725.12 (late fees), 441.32 (costs), $2,465 for legal and $20,907.64 in accrued interest during plan term with Aggregate $75,787.98). Payments will begin on the effective date of the Plan and ends 60 months. Class 3 consists of General Unsecured Claim of Fairview Center Condominium II, Inc. in the amount of $53,875.75 (this is $55,540.75 less the deposit paid in the amount of $1,665.00). This Class shall receive a monthly payment of $897.92 for 60 months. This Class will receive a distribution of 100% of their allowed claims. Payments and distributions under the Plan will be funded from 12150 Annapolis Road, Bowie, MD (Fairwood), the rental income increased in February 2024 from $3,553.50 to $3,660.00. The condominium dues are $1,054.46 per month and the tenant pays the electric and any other utilities. Therefore, the net proceeds are $2,605.54. This is sufficient disposable income to pay the creditors under the Plan. A full-text copy of the Amended Disclosure Statement dated July 26, 2024 is available at https://urlcurt.com/u?l=TKU7kj from PacerMonitor.com at no charge. About Center for Allergic Diseases Center for Allergic Diseases, LLC, operated medical facilities in each of the properties located at 12150 Annapolis Road, Bowie, Maryland and 4255 Altamont Place, Unit 202, White Plains, Maryland. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-17168) on October 4, 2023. Judge Maria Ellena Chavez-Ruark presides over the case. Diana L. Klein, at Klein & Associates, LLC, is the Debtor's legal counsel. CENTURY COMMUNITIES: Moody's Affirms 'Ba2' CFR, Outlook Stable -------------------------------------------------------------- Moody's Ratings affirmed Century Communities, Inc.'s Ba2 corporate family rating, Ba2-PD probability of default rating, and Ba2 ratings on the company's senior unsecured notes. The outlook remains stable. The SGL-2 Speculative Grade Liquidity rating is unchanged. The ratings affirmation reflects Century's market position as the eighth largest rated builder by home closings, broad geographic diversification across the country, solid credit metrics, and Moody's expectation that the company will benefit from the low inventories of affordable homes on the market given its focus on the entry-level product category and affordable price points. " Moody's expect Century to conservatively manage its debt leverage profile and the pursuit of acquisitions as it grows its scale," says Natalia Gluschuk, Moody's Ratings Vice President - Senior Credit Officer. The stable outlook reflects Moody's expectation that over the next 12 to 18 months the company will maintain a good growth trajectory and sustain its solid credit metrics, along with good liquidity. RATINGS RATIONALE Century's Ba2 CFR is supported by the company's: 1) meaningful scale of $4.1 billion in revenue for the last twelve months ended June 30, 2024 and a track record of solid growth organically and through acquisitions; 2) good market position in the first-time and entry-level homebuyer segment, and its favorable price points given customers' preferences for more affordable offering; 3) broad geographic footprint across 45 major metropolitan markets in 18 states; and 4) conservative financial strategies, including a track record of deleveraging, an intent to maintain current leverage profile during growth, and Moody's expectation of a disciplined approach with respect to shareholder returns and acquisitions. At the same time, the company's credit profile reflects: 1) the very high level of speculative home construction (without a purchase order) of around 98% of deliveries, which increases the risk of elevated unsold home inventory during a weak market; 2) shareholder-friendly actions in a form of share repurchases and dividends, although they are expected to be modest; 3) a history of acquisitions, which can present integration challenges and increase debt leverage; and 4) the cyclicality of the homebuilding industry and exposure to significant volatility in results, along with affordability pressures broadly impacting homebuyers' demand with the entry-level buyer being the most sensitive to affordability constraints. The SGL-2 Speculative Grade Liquidity rating reflects Moody's expectation that the company will maintain good liquidity over the next 12 to 15 months. Liquidity is supported by the significant availability under a $800 million revolving credit facility expiring in 2026, a cash balance of $107 million at June 30, 2024, good room under financial maintenance covenants, and 3.2 years of owned land supply. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company meaningfully expands its scale and improves product diversity and maintains conservative financial policies, including with respect to acquisitions and shareholder friendly actions, as well as consistently sustaining debt to book capitalization below 35%. Maintenance of gross margins at strong levels, interest coverage above 6.0x and good liquidity, including strong positive cash flow, would also be important factors for a ratings upgrade. The ratings could be downgraded if end market conditions deteriorate causing a significant decline in revenue and gross margin and an increase in impairments such that debt to book capitalization approaches 45% and interest coverage declines below 5.0x. Additionally, ratings could be downgraded if the company pursues aggressive shareholder friendly activities or large-scale debt funded acquisitions; or if its liquidity profile were to deteriorate. The principal methodology used in these ratings was Homebuilding and Property Development published in October 2022. Century Communities, Inc., founded in 2002 and headquartered in Greenwood Village, Colorado, is a builder of single-family homes, townhomes, and flats in 45 major metropolitan markets in 18 states with a focus on the entry-level product segment for about 93% of home closings. In the last twelve months ended June 30, 2024, Century generated $4.1 billion in revenue and $323 million in net income. CHAMPION HEALTHCARE: Glen Watson Named Subchapter V Trustee ----------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq., at Watson Law Group, PLLC as Subchapter V trustee for Champion Healthcare, LLC. Mr. Watson will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Watson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Glen Watson, Esq., Watson Law Group, PLLC 1114 17th Av. S., Suite 201 P.O. Box 121950 Nashville, TN 37212 Telephone: (615) 823-4680 Email: glen@watsonpllc.com About Champion Healthcare Champion Healthcare, LLC, a company in Lebanon, Tenn., specializes in office-based mental health and addiction clinic dedicated to offering comprehensive treatment services for individuals dealing with mental health disorders and substance abuse challenges. Its facility provides evidence-based therapies and interventions to support clients on their path to recovery and improved mental well-being. Champion Healthcare filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02956) on August 5, 2024, with $189,231 in assets and $1,197,758 in liabilities. Darryl Champion, president, signed the petition. Judge Charles M. Walker presides over the case. Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz represents the Debtor as legal counsel. CHAMPIONS FINANCING: Moody's Alters Outlook on B3 CFR to Negative ----------------------------------------------------------------- Moody's Ratings changed the outlook for Champions Financing, Inc. ("Crash Champions") to negative from stable. At the same time, Moody's affirmed Crash Champions' B3 corporate family rating and B3-PD probability of default rating. Moody's also affirmed the company's B3 senior secured first lien term loan, senior secured first lien notes, and senior secured first lien revolving credit facility ratings. Crash Champions is seeking to raise a fungible $150 million senior secured first lien term loan add-on to repay borrowings under its existing $250 million senior secured first lien revolving credit facility expiring 2028. "While the add-on terms out the revolver borrowings and improves external liquidity going forward, the new debt results in Crash Champions maintaining weaker credit metrics than Moody's initially expected only a few months ago at ratings initiation and Moody's now expect the company to be free cash flow negative in 2024 as opposed to free cash flow positive due to lower than expected earnings, unanticipated working capital outflows and much greater than expected discretionary growth investments, including acquisitions," stated Moody's Ratings Vice President Stefan Kahandaliyanage. Weakened credit metrics and the potential for weakness to persist in 2025 drives the change in the outlook to negative from stable. RATINGS RATIONALE Crash Champions' B3 CFR is supported by its solid market position as the third largest multi-store operator (MSO) with over 643 stores throughout the United States in the highly-fragmented collision repair industry. The rating is also supported by Crash Champions' relationships with leading national insurance carriers, which represent the vast majority of the company's revenues and earnings. In addition, demand fundamentals are strong as vehicle miles traveled grow and repair severity, driven by the complexity of vehicle technology, continues to rise. The B3 CFR also reflects aggressive financial strategies under private equity ownership. Following close of the term loan add-on, Moody's estimate that debt/EBITDA will be very high at about 6.9x by the end of 2024 and EBITA/interest coverage will be very low at about 0.6x while free cash flow will be negative. This is notably weaker than the 2024 debt/EBITDA of 5.6x, 1.0x EBITA/interest coverage and positive free cash flow that Moody's initially expected only a few months ago. The underperformance of leverage and coverage metrics relative to Moody's initial expecations reflects lower forecasted EBITDA due to milder winter weather in H1 2024, higher operating expenses including those related to discretionary employee training and development activities, offset partly by higher collision repair volume, severity and higher insurance company reimbursement rates. Negative free cash flow, which Moody's now expect for 2024, reflects the lower earnings discussed in addition to previously unanticipated working capital outflows and accelerated discretionary growth investments, including accelerated acquisitions. The negative outlook reflects Crash Champions' weaker than expected credit metrics in 2024 and the possibility that weakness in credit metrics could persist in 2025. The negative outlook would likely remain in place until Crash Champions demonstrates actual performance that is at least in line with projections, proving out its willingness and ability to internally fund discretionary growth initiatives and deleverage the business. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Crash Champions demonstrates solid operating performance and demonstrates that its financial policies can support EBITA/interest coverage sustained above 1.5x and debt/EBITDA sustained below 6.0x as well as robust free cash flow generation and good liquidity. Ratings could be downgraded should Crash Champions' liquidity weaken, if EBITA/interest coverage is sustained below 1.0x or if Crash Champions fails to maintain positive free cash flow to debt. Failure to meet operational and financial targets leading to undue reliance on external liquidity to fund discretionary growth initiatives could also lead to a downgrade of the ratings. Champions Financing, Inc. is a leading provider of vehicle body repair services with LTM Q2 2024 pro forma revenue of approximately $2.7 billion. The company operates under the Crash Champions brand name and has over 643 stores throughout the United States. The company is majority-owned and controlled by affiliates of Clearlake Capital Group, a private equity firm. The principal methodology used in these ratings was Retail and Apparel published in November 2023. CHARLES-N-ANGEL'S: Seeks to Hire Adams Accounting as Accountant --------------------------------------------------------------- Charles-N-Angel's, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Adams Accounting & Consulting Services LLC as accountant. The firm will prepare the Debtor's weekly payroll and provide accounting services. The firm will receive a fixed fee of $492 per month for its services. Adams Accounting is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Teresa R. Adams, CPA Adams Accounting & Consulting Services LLC 15659 Granlund St. Winter Garden, FL 34787 Phone: (407) 230-9609 About Charles-N-Angel's LLC Charles-N-Angel's LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00809) 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. Judge Caryl E. Delano oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP represents the Debtor as legal counsel. CLEVELAND-CLIFFS INC: $500MM Notes No Impact on Moody's Ba2 CFR --------------------------------------------------------------- Moody's Ratings said that Cleveland-Cliffs Inc.'s ("Cliffs") proposed $500 million add-on to its 7.0% Senior Guaranteed Notes due 2032 will have no impact on its ratings including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba3 guaranteed senior unsecured notes rating, B1 senior unsecured note rating, its Speculative Grade Liquidity Rating (SGL) of SGL-1 and its stable outlook. Cliffs plans to use the proceeds from the note offering to pay down its ABL credit facility borrowings and to opportunistically pre-fund a portion of its $2.5 billion acquisition of Stelco Inc. (unrated). The company had $370 million of ABL borrowings as of June 2024 so this refinancing will modestly increase the company's outstanding debt in the near term but will have no pro forma impact on its credit metrics after the acquisition is completed. While Cliffs is paying a full price for Stelco Inc., this transaction is credit positive since it will enhance its scale, geographic diversity, margin profile and cash generating potential. The incremental cash flow will enable Cliffs to pay down the debt funding this deal and maintain a credit profile that supports its ratings. Moody's expect Cliffs to produce about $1.3 billion of adjusted EBITDA in 2024 which will result in a leverage ratio (debt/EBITDA) of about 3.0x. Moody's estimate pro forma leverage including synergies at about 3.1x on an LTM basis for the period ended June 2024 and around 3.6x using Moody's 2024 projected EBITDA of about $1.85 billion for the combined company. This acquisition will raise Cliffs' leverage slightly above Moody's ratings downgrade guidance of 3.5x, but this deal will enhance Cliffs' cash generating potential. Moody's estimate free cash flow of more than $500 million based on Moody's 2024 projected pro forma adjusted EBITDA and anticipate the company will use this free cash to pay down debt. This acquisition enhances Cliffs' scale as the largest flat rolled steel producer in North America and provides geographic diversification into Canada. In addition, it adds higher margin integrated steel assets which benefit from about $900 million of upgrades and investments over the past 6 years and from a favorable iron ore supply agreement, and low healthcare and energy costs. CM WIND: Egan-Jones Retains CCC+ Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on August 1, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by CM Wind Down Topco Inc. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Atlanta, Georgia, CM Wind Down Topco Inc. operates as a radio broadcasting company. COGENT COMMUNICATONS: Egan-Jones Retains B- Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on August 6, 2024, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Cogent Communications Holdings, Inc. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Washington, D.C., Cogent Communications Holdings, Inc. operates as a next generation optical Internet service provider focused on delivering ultra-high speed Internet access and transport services. COMMUNITY HEALTH: Egan-Jones Retains CCC+ Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on August 8, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Community Health Systems, Inc. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Franklin, Tennessee, Community Health Systems, Inc. owns, leases, and operates hospitals. CONN'S INC: Hires Houlihan Lokey Capital as Investment Banker ------------------------------------------------------------- Conn's Inc., and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Houlihan Lokey Capital, Inc. as their financial advisor and investment banker. The firm's services include: (a) assisting the Debtors in the development and distribution of selected information, documents and other materials; (b) assisting the Debtors in evaluating indications of interest and proposals regarding any Transaction(s) from current and/or potential lenders, equity investors, acquirers and/or strategic partners; (c) assisting the Debtors with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); (d) attending meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as the Debtors and Houlihan Lokey mutually agree; (e) providing expert advice and testimony regarding financial matters related to any Transaction(s), if necessary; and (f) providing such other financial advisory and investment banking services as may be agreed upon by Houlihan Lokey and the Debtors. The firm will be compensated as follows: (i) Monthly Fees: In addition to the other fees provided for herein, on the Effective Date, and on every monthly anniversary of the Effective Date during the term of this Agreement, the Company shall pay Houlihan Lokey in advance, without notice or invoice, a nonrefundable cash fee of $150,000 ("Monthly Fee"); provided, however, that no additional Monthly Fee shall be paid after the payment of any final transaction fee referred to in paragraph 14(ii)(a) below with respect to a 3(a)(9) Offer. Each Monthly Fee shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement and performing services; and (ii) Transaction Fee(s): In addition to the other fees provided for herein, the Company shall pay Houlihan Lokey the following transaction fee(s): a. Restructuring Transaction Fee. Upon the earlier to occur of: (I) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction, and (II) in the case of an in-court Restructuring Transaction, the effective date of a confirmed plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code, Houlihan Lokey shall earn, and the Company shall promptly pay to Houlihan Lokey, a cash fee ("Restructuring Transaction Fee") of $4,500,000, provided that, in the event the Restructuring Transaction is undertaken as a 3(a)(9) Offer, the Restructuring Transaction Fee, whether or not as a part of a plan, shall be earned and payable immediately upon the first mailing, delivery or other dissemination of offering documents pursuant to the 3(a)(9) Offer. b. Sale Transaction Fee. Upon the closing of a Sale Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Sale Transaction, as a cost of such Sale Transaction, a cash fee ("Sale Transaction Fee") based upon Aggregate Gross Consideration ("AGC"), calculated as follows: -- For AGC up to $500 million: $4,500,000, plus -- For AGC above $500 million: 5.0 percent of such incremental AGC. c. Financing Transaction Fee. Upon the closing of each Financing Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Financing Transaction, as a cost of such Financing Transaction, a cash fee ("Financing Transaction Fee") equal to the sum of: (I) 1.5 percent of the aggregate principal amount of any indebtedness raised or committed that is senior to other indebtedness of the Company, secured by a first priority lien and unsubordinated, with respect to both lien priority and payment, to any other obligations of the Company (including without limitation, any debtor-in-possession financing); (II) 2.5 percent of the aggregate principal amount of any indebtedness raised or committed that is secured by a lien (other than a first lien) or is unsecured and/or is subordinated (including without limitation, any debtor-in-possession financing); and (III) 4.0 percent of the aggregate gross proceeds of all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed in connection with DIP or exit financing; provided that, to the extent any equity or equity-linked Securities are placed with or raised from existing (as of the Effective Date) lenders to, or equity holders of, the Company prior to the commencement of a capital raise process by Houlihan Lokey, the Financing Transaction Fee payable in connection therewith shall be reduced by 50 percent (i.e. 2.0 percent of the aggregate gross proceeds of such equity or equity-linked Securities). Any warrants issued in connection with the raising of debt or equity capital shall, upon the exercise thereof, be considered equity for the purpose of calculating the Financing Transaction Fee, and such portion of the Financing Transaction Fee shall be paid upon such exercise and from the gross proceeds thereof, regardless of any prior termination or expiration of this Agreement. It is understood and agreed that if the proceeds of any such Financing Transaction are to be funded in more than one stage, Houlihan Lokey shall be entitled to its applicable compensation hereunder upon the closing date of each stage. The Financing Transaction Fee(s) shall be payable in respect of any sale of securities whether such sale has been arranged by Houlihan Lokey, by another agent or directly by the Company or any of its affiliates. Any non-cash consideration provided to or received in connection with the Financing Transaction (including but not limited to intellectual or intangible property) shall be valued for purposes of calculating the Financing Transaction Fee as equaling the number of Securities issued in exchange for such consideration multiplied by (in the case of debt securities) the face value of each such Security or (in the case of equity securities) the price per Security paid in the then current round of financing. The fees set forth herein shall be in addition to any other fees that the Company may be required to pay to any investor or other purchaser of Securities to secure its financing commitment. d. ABS Amendment Transaction Fee. Upon the closing of each ABS Amendment Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay immediately, a cash fee ("Amendment Transaction Fee") of $250,000 for each ABS offering (regardless of the number of classes of such offering) subject to a modification, waiver, amendment, or restructuring. (iii) Expenses: In addition to all of the other fees and expenses described in this Agreement, and regardless of whether any Transaction is consummated, the Company shall, upon Houlihan Lokey's request, reimburse Houlihan Lokey for its reasonable out of-pocket expenses incurred from time to time. Houlihan Lokey bills its clients for its reasonable and reasonably documented out-of-pocket expenses including, but not limited to travel related and certain other expenses, without regard to volume-based or similar credits or rebates Houlihan Lokey may receive from, or fixed-fee arrangements made with, travel agents, airlines or other vendors. Houlihan Lokey will seek reimbursement for its reasonable and documented out-of-pocket expenses incurred from time to time. David Salemi, managing Director of Houlihan Lokey, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Salemi Houlihan Lokey Capital, Inc. 225 South Sixth St., Suite 4950 Minneapolis, MN 55402 Tel: (612) 338-2910 Fax: (612) 338-2938 About Conn's Inc. Conn's, Inc. is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. CONN'S INC: Russell R. Johnson Represents Utilities --------------------------------------------------- Russell R. Johnson III of the Law Firm of Russell R. Johnson III, PLC filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Conn's, Inc. and its affiliates, the firm represents utility companies (the "Utilities") that provided prepetition utility goods/services to the Debtors. The names and addresses of the Utilities represented by the Firm are: 1. Appalachian Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company (collectively "American Electric Power") Attn: Jason Reid 1 Riverside Plaza, 13th Floor Columbus, Ohio 43215 2. Salt River Project Anthony Beck, Customer Credit Services PAB21T 2727 E Washington St Phoeniz AZ 85034-1403 3. Entergy Louisiana, LLC Entergy Mississippi, LLC Entergy Texas, Inc. Attn: Jon Majewski Entergy Credit Department Building 1, L-JEF-359, 4809 Jefferson Hwy. Jefferson, Louisiana 70121 4. Virginia Electric and Power Company, d/b/a Dominion Energy Virginia Attn: Sherry Ward 600 East Canal Steet, 16th floor Richmond, Virginia 23219 5. Dominion Energy South Carolina, Inc. Public Service Company of North Carolina Incorporated, d/b/a Dominion Energy North Carolina Attn: Jay Bressler, Esq. 220 Operation Way Cayce, South Carolina 29033 6. Georgia Power Company Attn: Daundra Fletcher 2500 Patrick Henry Parkway McDonough, GA 30253 7. Orlando Utilities Commission Attn: Zoila P. Easterling, Esq. Deputy General Counsel 100 West Anderson Street Orlando, Florida 32801 8. Tampa Electric Company Peoples Gas System, Inc. Attn: Barbara Taulton FRP, CAP, Florida Registered Paralegal Tampa Electric Company 702 N. Franklin Street Tampa, Florida 33602 9. Oklahoma Gas and Electric Company Attn: Jennifer Castillo, Esq. St. Attorney/OGE Legal Department 321 N. Harvey Ave. MC 1208 Oklahoma City, OK 73102 10. Tucson Electric Power Company Attn: Adam D. Melton, Esq. Assistant General Counsel Mail Stop HQE910 88 E. Broadway Blvd. Tucson, Arizona 85701 11. Arizona Public Service Company Attn: Christopher Papesh Building M-M.S 3209 2043 W. Cheryl Drive Phoenix, Arizona 85021-1915 The Law Firm of Russel R. Johnson III, PLC was retained to represent the Utilities in July and August 2024. The law firm can be reached at: Russell R. Johnson III, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, Virginia 23103 Telephone: (804) 749-8861 Email: russell@russelljohnsonlawfirm.com About Conn's Inc. Conn's, Inc., is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC, is the Debtors' notice and claims agent. CONN'S INC: Seeks to Hire Hilco as Real Estate Advisor ------------------------------------------------------ Conn's Inc., and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hilco Real Estate, LLC as their real estate advisors. The firm's services include: a. meeting with the Debtors to ascertain the Debtors' goals, objectives, and financial parameters; b. mutually agreeing with the Debtors with respect to a strategic plan for restructuring, selling, assigning, transferring, shortening the term of, or terminating Debtors' Leases (the "Strategy"); c. on the Debtors' behalf, negotiating the terms lease dispositions (including assignment, sale or transfer), term shortening and termination agreements with third-parties and landlords under the Leases, in accordance with the Strategy; d. providing written reports periodically to the Debtors regarding the status of such negotiations; and e. assisting the Debtors in closing the pertinent Lease restructuring, assignment, sale, transfer, term shortening, and termination agreements. Hilco will be compensated as follows: a. Restructured Lease Savings Fee. For each Lease that becomes a Restructured Lease, Hilco Real Estate shall earn a fee equal to a base fee of $1,250 plus the aggregated Restructured Lease Savings5 multiplied by 3.5 percent. The amounts payable on account of a Restructured Lease shall be paid in a lump sum upon closing of the transaction having the effect of restructuring the Lease, which may include a transaction subject to entry of an order by the Court approving an assignment to any acquiror of applicable Leases (or any portion thereof), including through a purchase of the Debtors' or a portion of the Debtors' assets to such acquiror (whether through a credit bid, plan of reorganization, 363 sale or otherwise), directly or through designation rights (collectively, a "Bankruptcy Sale Process"). b. Term Shortened Lease Fee. For each Lease that becomes a Term Shortened Lease, Hilco Real Estate shall earn a fee equal to one (1) month of gross rent under such Term Shortened Lease. The amounts payable on account of a Term Shortened Lease shall be paid in a lump sum upon closing of the transaction that provides the Debtors with an early termination right or has the effect of terminating or otherwise shortening the term of such Lease, which may include a transaction subject to entry of an order by the Court approving an assignment to any acquiror of applicable Leases (or any portion thereof), including through a purchase of the Debtors' or a portion of the Debtors' assets to such acquiror, whether through a Bankruptcy Sale Process or otherwise. c. Lease Disposition Fee. For each Lease that becomes a Lease Disposition, Hilco Real Estate shall earn a fee equal to 5 percent of the Gross Lease Sale Proceeds of such Lease. The amounts payable on account of a Lease Disposition shall be paid in a lump sum at the time of the closing of the transaction selling, assigning, or otherwise transferring the Lease, which may include a transaction subject to entry of an order by the Court approving such sale, assignment, or transfer to any acquiror of applicable Leases, including through a purchase of the Debtors' or a portion of the Debtors' assets to such acquiror, whether through a Bankruptcy Sale Process or otherwise. d. Expenses. In addition to any fees payable to Hilco Real Estate, the Debtors will reimburse Hilco Real Estate for its reasonable, documented (through receipts or invoices) out-of-pocket expenses ("Expenses") incurred by Hilco Real Estate in performing the Services, including, without limitation, reasonable expenses of advertising, marketing, coach travel, and transportation, including the cost of out-of-town travel and postage and courier/overnight express fees and other mutually agreed upon expenses incurred in connection with performing the Services. Eric W. Kaup, a partner at Hilco Real Estate, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric W. Kaup Hilco Real Estate, LLC 5 Revere Dr, Suite 206 Northbrook, IL 60062 Tel: (855) 755-2300 Email: ekaup@hilcoglobal.com About Conn's Inc. Conn's, Inc. is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. CONN'S INC: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------- Conn's Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain professionals utilized in the ordinary course of business. These OCPs have provided legal, technical, accounting, consulting, and/or other related services to the Debtors, upon which they rely on to manage their day-to-day operations. The Debtors seek to pay OCPs 100 percent of the fees and expenses incurred. The Debtors do not believe that any of the OCPs have an interest materially adverse to them, their estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCPs' include: Tier 1 a. Ernst and Young LLP -- Tax and Accounting Consulting Services b. Newmark -- Real Estate Services Tier 2 a. Grant Thornton LLP -- Accounting Consulting Services b. KPMG LLP -- Tax and Accounting Consulting Services Tier 3 a. Akerman LLP -- Tax Related Legal Work b. Buchanan Ingersoll and Rooney -- IP Legal Services c. CT Corporation System -- Franchise Legal Services d. CSC -- Legal Services e. Forman Watkins & Krutz LLP -- Consumer Defense Litigation f. McEntee Law -- Legal Services (employment and immigration) g. Munsch Hardt Kopf and Harr PC -- Consumer Defense Litigation h. Newlon & DeCort -- Dealer Related Legal Work i. RSM US LLP -- Tax Consulting Services j. SM Berger and Company Inc. -- Public Relations Services k. Texas Bottom Line Consulting LLC -- Tax Consulting Services l. Timothy D. Johnson Law, PLLC -- Property Tax Legal Services m. Wilson and Franco LLC -- Property Tax Consulting Services About Conn's Inc. Conn's, Inc. is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. CONN'S INC: Seeks to Hire Sidley Austin LLP as Attorney ------------------------------------------------------- Conn's Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Sidley Austin LLP as attorneys. The firm will render these services: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of the Debtors' business; (b) take all necessary action to protect and preserve the Debtors' estates; (c) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other court filings and papers in connection with the administration of the Debtors' estates; (d) advise the Debtors concerning, and prepare responses to, applications, motions, other pleadings, notices, and other papers that may be filed by other parties in these Chapter 11 Cases; (e) attend meetings and negotiate with representatives of creditors and other parties in interest, attend court hearings, and advise the Debtors on the conduct of their Chapter 11 cases; (f) advise, negotiate, and assist with any sale or other disposition of the Debtors' assets; (g) prepare and refine on behalf of the Debtors a Chapter 11 plan, disclosure statement, and/or all related agreements and documents necessary to facilitate an exit from these Chapter 11 Cases, take appropriate action on behalf of the Debtors to obtain confirmation of such plan, and take such further actions as may be required in connection with the implementation of such plan; (h) provide legal advice and perform legal services with respect to matters relating to corporate governance, the interpretation, application or amendment of the Debtors' organizational documents, material contracts, and matters involving the Debtors with their officers, directors and managers; (i) provide legal advice and legal services with respect to litigation, tax, and other general legal issues for the Debtors to the extent requested by the Debtors; and (j) perform all other necessary legal services in connection with the prosecution of these Chapter 11 Cases. The firm will be paid at these rates: Attorneys $760 to $1,800 per hour Paraprofessional $570 to $590 per hour Duston McFaul $1,725 per hour William E. Curtin $1,525 per hour Jackson T. Garvey $1,390 per hour Jeri Leigh Miller $1,370 per hour Maegan Quejada $1,350 per hour Michael Sabino $1,280 per hour Parker G. Embry $1,035 per hour Chelsea M. McManus $895 per hour Sean Nuernberger $895 per hour Daniela Rakowski $760 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Prior to the petition date, the firm received $250,000 from the Debtor as a retainer. Duston K. McFaul, a partner of Sidley, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Sidley Austin disclosed the following: Question: Did Sidley agree to any variations from, or alternatives to, Sidley's standard or customary billing arrangements for this engagement? Answer: Sidley did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. Question: Do any of the Sidley professionals in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. The hourly rates of the Sidley professionals representing the Debtors are consistent with the rates that Sidley charges other chapter 11 clients, regardless of the geographic location of the chapter 11 case. Question: If Sidley represented the Debtors in the 12 months prepetition, disclose Sidley's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Sidley's billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: The billing rates and material financial terms of Sidley's prepetition engagement by the Debtors are set forth in the Application. Such billing rates are subject to periodic increases, as set forth herein and in the Application, but other material financial terms for services provided under the Engagement Letter have not changed postpetition compared to the services provided to the Debtors prepetition. Question: Have the Debtors approved Sidley's prospective budget and staffing plan, and, if so, for what budget period? Answer: Sidley, in conjunction with the Debtors and BRG, developed a DIP Finance budget, which includes estimates for staffing plans, and continues to develop budgets and staffing plans for these chapter 11 cases for the period from the Petition Date to and including Sep. 30, 2024. The firm can be reached at: Duston McFaul, Esq. Jeri Leigh Miller, Esq. Maegan Quejada, Esq. SIDLEY AUSTIN LLP 1000 Louisiana Street, Suite 6000 Houston, TX 77002 Tel: (713) 495-4500 Fax: (713) 495-7799 Email: dmcfaul@sidley.com jeri.miller@sidley.com mquejada@sidley.com About Conn's Inc. Conn's, Inc. is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. CONN'S INC: Sussman & Moore Represents Utilities ------------------------------------------------ Weldon L. Moore, III, of Sussman & Moore, LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Conn's, Inc. and its affiliates, the firm represents utility companies (the "Utilities") that provided prepetition utility goods/services to the Debtors, and continue to provide postpetition utility goods/services to the Debtors. The names and addresses of the Utilities represented by the Firm are: 1. Appalachian Power Company, Public Service Company of Oklahoma and Southwestern Electric Power Company (collectively, "American Electric Power") Attn: Jason Reid 1 Riverside Plaza, 13th Floor Columbus, Ohio 43215 2. Salt River Project Anthony Beck, Customer Credit Services PAB21T 2727 E Washington St Phoenix AZ 85034-1403 3. Entergy Louisiana, LLC Entergy Mississippi, LLC Entergy Texas, Inc. Attn: Jon Majewski Entergy Credit Department Building 1, L-JEF-359, 4809 Jefferson Hwy. Jefferson, Louisiana 70121 4. Virginia Electric and Power Company, d/b/a Dominion Energy Virginia Attn: Sherry Ward 600 East Canal Street, 16th floor Richmond, Virginia 23219 5. Dominion Energy South Carolina, Inc. Public Service Company of North Carolina Incorporated, d/b/a Dominion Energy North Carolina Attn: Jay Bressler, Esq. 220 Operation Way Cayce, South Carolina 29033 6. Georgia Power Company Attn: Daundra Fletcher 2500 Patrick Henry Parkway McDonough, GA 30253 7. Orlando Utilities Commission Attn: Zoila P. Easterling, Esq. Deputy General Counsel 100 West Anderson Street Orlando, Florida 32801 8. Tampa Electric Company Peoples Gas System, Inc. Attn: Barbara Taulton FRP, CAP, Florida Registered Paralegal Tampa Electric Company 702 N. Franklin Street Tampa, Florida 33602 9. Oklahoma Gas and Electric Company Attn: Jennifer Castillo, Esq. Sr. Attorney | OGE Legal Department 321 N. Harvey Ave. MC 1208 Oklahoma City, OK 73102 10. Tucson Electric Power Company Attn: Adam D. Melton, Esq. Assistant General Counsel Mail Stop HQE910 88 E. Broadway Blvd. Tucson, Arizona 85701 11. Arizona Public Service Company Attn: Christopher Papesh Building M – M.S 3209 2043 W. Cheryl Drive Phoenix, Arizona 85021-1915 Sussman & Moore, LLP was retained to represent the foregoing Utilities in July and August 2024. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The law firm can be reached at: Weldon L. Moore III, Esq. Sussman & Moore, LLP 2911 Turtle Creek Blvd., Suite 1100 Dallas, Texas 75219 Telephone: (214) 378-8270 Facsimile: (214) 378-8290 E-mail: wmoore@csmlaw.net About Conn's Inc. Conn's, Inc., is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. CONN'S INC: Taps Berkeley Research Group, Appoints M. Renzi as CRO ------------------------------------------------------------------ Conn's Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Berkeley Research Group, LLC and designate Mark. A. Renzi as chief restructuring officer. Mr. Renzi and his firm will render these services: a. the CRO (Mark A. Renzi) will report directly to the Debtors' Board of Directors; b. in consultation with management of the Debtors and subject to the approval of the Board of Directors of the Debtors, develop and implement a chosen course of action to preserve asset value and maximize recoveries to stakeholders; c. oversee and approve all disbursements throughout the duration of the chapter 11 proceeding; d. assist the Debtors in preparing for and operating in a chapter 11 bankruptcy proceeding, including negotiations with stakeholders, and the formulation of a reorganization strategy and plan of reorganization directed to preserve and maximize value; e. assist as requested by management in connection with the Debtors' development of their business plan, and such other related forecasts as may be required by creditor constituencies in connection with negotiations; f. serve as the Debtors' representative in chapter 11 bankruptcy proceedings; g. provide information deemed by the CRO to be reasonable and relevant to stakeholders and consult with key constituents as necessary; h. to the extent reasonably requested by the Debtors, offer testimony before the Court with respect to the services provided by the CRO and the BRG Personnel, and participate in depositions, including by providing deposition testimony, related thereto; and i. provide such other services as mutually agreed upon by the CRO, BRG, and the Debtors. The current standard hourly rates for the firm's professionals are as follows: Managing Director $1,095 - $1,325 Director $865 - $1,050 Professional Staff $420 - $850 Support Staff $175 - $375 In addition, the firm will seek reimbursement for expenses incurred. In the 90 days prior to the petition date, the firm received cash on account and payments totaling $6,428,628.54. As of the Petition Date, BRG holds $400,000 in cash on account from the Debtors. Mr. Renzi disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark. A. Renzi Berkeley Research Group, LLC 99 High Street, 27th Floor Boston, MA 02110 Telephone: (617) 785-0177 Email: mrenzi@thinkbrg.com About Conn's Inc. Conn's, Inc. is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. COVE CASTLES: William Homony Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed William Homony of Miller Coffey Tate, LLP as Subchapter V trustee for Cove Castles Development Corporation. Mr. Homony will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Homony declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William A. Homony, CIRA Miller Coffey Tate, LLP 1628 John F. Kennedy Boulevard, Suite 950 Philadelphia, PA 19103 Telephone: (215) 561-0950 ext. 26 Fax: (215) 561-0330 Email: bhomony@mctllp.com About Cove Castles Development Cove Castles Development Corporation is primarily engaged in renting and leasing real estate properties. It is based in Waccabuc, N.Y. Cove Castles sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11667) on August 6, 2024, with $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. Michael H. Steinhardt, board member, signed the petition. Judge Thomas M. Horan presides over the case. Garvan F. McDaniel, Esq., at Hogan McDaniel represents the Debtor as legal counsel. DEBORAH'S LLC: Gets OK to Hire Craig M. Geno PLLC as Counsel ------------------------------------------------------------ Deborah's LLC received approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire the Law Offices of Craig M. Geno, PLLC as counsel. The firm will provide these services: a. advise and consult with the Debtor-in-Possession regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor-in-Possession; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of Debtor as they become necessary in this proceeding. The firm will be paid at these rates: Craig M. Geno $500 per hour Associates $275 per hour Paralegals $250 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $16,800. Craig M. Geno, Esq., a partner at Law Offices of Craig M. Geno, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com 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. at the LAW OFFICES OF CRAIG M. GENO, PLLC. DELEK LOGISTICS: $100MM Add-on Notes No Impact on Moody's 'B1' CFR ------------------------------------------------------------------ Moody's Ratings commented that Delek Logistics Partners, LP's (Delek Logistics, B1 stable) proposed offering of a $100 million add-on to its senior unsecured notes due 2029 does not affect its ratings, including the B1 Corporate Family Rating and the B3 ratings on the unsecured notes. The outlook remains stable. The proceeds from the add-on notes will initially be used to repay borrowings under its revolving credit facility (unrated), improving its liquidity, but could ultimately be used to finance various strategic initiatives. The company's leverage will not be impacted by the add-on notes and repayment of secured revolver borrowings. Delek Logistics and its sponsor, Delek US Holdings, Inc. (Delek, Ba3 negative), have been actively pursuing strategic initiatives that could use the funds raised from the addon debt offering. Delek Logistics announced that in the third quarter it acquired the ownership stake in the Wink to Webster pipeline owned by Delek (the cash component of the purchase consideration was $86.6 million) and has agreed to purchase H2O Midstream for $230 million (including a cash component of $160 million) in a transaction expected to close by year-end 2024. Delek Logistics issued $650 million of senior unsecured notes due 2029 in February 2024 and used the net proceeds to fully repay its term loan and senior unsecured notes due 2025. In April 2024, it issued another $200 million of notes due 2029, bringing the total amount of the debt issue to $850 million, and used the net proceeds to reduce revolver borrowings. The proposed offering in August of $100 million of notes due 2029 will bring the total outstanding amount of notes due 2029 to $950 million. Both offerings of additional notes are fungible with the existing notes due 2029 and treated as a single class of debt with identical terms. Delek Logistics' liquidity will be enhanced by the reduction in revolver borrowings and resulting increase in unused revolver borrowing capacity. As of June 30, 2024, Delek Logistics' $1.15 billion committed revolving credit facility due Oct. 13, 2027, had $330.2 million of outstanding borrowings and $819.8 million of available borrowing capacity. The revolver borrowings declined by $450.3 million in the first half 2024 from $780.5 million at year-end 2023 after borrowings were repaid with proceeds from an equity issuance ($132.2 million) and the $200 million add-on notes offering. The increase in liquidity will provide additional financial flexibility, which Moody's expect to potentially be used for investments and/or acquisitions. The company's liquidity will continue to be supported by its revolving credit facility, cash flow from operations and a modest cash balance. The stable outlook reflects Moody's expectation that DKL will generate stable earnings and grow through asset acquisitions and modest organic growth projects without significantly increasing leverage. Delek Logistics Partners, LP, headquartered in Brentwood, Tennessee, is a midstream logistics company with crude oil and product transportation pipelines and crude oil gathering systems, terminals and storage facilities. Its general partner is 100% owned by Delek US Holdings, Inc. (NYSE: DK) and the common units are owned by DK and public unit holders. Its operations largely support the refining operations of its sponsor, DK, which operates four refineries with a combined capacity of 302 mbpd in Texas, Louisiana and Arkansas. DIOCESE OF BUFFALO: Taps Aldrich & Cox as Insurance Provider ------------------------------------------------------------ The Diocese of Buffalo, N.Y. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Aldrich & Cox, a subsidiary of Crain, Langner & Co., as an outsource insurance services provider. The firm will facilitate the implementation of the recommended changes to the Insurance Program. In particular, Aldrich & Cox has agreed to administer the Insurance Program on an outsourced basis, and provide services, including among other things, data collection for the various programs, reporting to senior management, monitoring key risk indicators, adjusting strategies based on changing risk landscapes, negotiating and administering related third-party service agreements, identifying and procuring appropriate commercial insurance coverage to protect against various risks, implementing procedures for filing insurance claims, developing and maintaining comprehensive written risk management policies and procedures, and supplying, training, and assigning staff to execute all services under the agreement. As set forth in the Outsource Agreement, the annual fees for the Insurance Program Administrative Services will be $420,000, payable in 12 equal monthly installments of $35,000. As disclosed in the court filings, Aldrich & Cox does not hold any interest adverse to the Diocese's estate, nor does the firm have any connection with the Diocese. The firm can be reached through: Daniel C. Buser Aldrich & Cox, Inc. 3728 Waitley Drive Richfield, OH 44286 Telephone: (330) 659-3142 Cellular: (330) 283-2936 Email: dbuser@crainlangner.com About The Diocese of Buffalo N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics in eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools, and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Honorable Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP and Lippes Mathias Wexler Friedman LLP are its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page: https://case.stretto.com/dioceseofbuffalo/docket The U.S. Trustee for Region 2 appointed a committee of unsecured creditors on March 12, 2020. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC as bankruptcy counsel, and Burns Bair LLP as special insurance counsel. ELK CREEK: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Elk Creek Escape, LLC 47 Covered Bridge Rd Hillsgrove, PA 18619 Business Description: Elk Creek Escape is a local campground that provides a variety of camping amenities, including rustic style cabins, campsite firepits & more. Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court Middle District of Pennsylvania Case No.: 24-02003 Judge: Hon. Mark J Conway Debtor's Counsel: Lisa M. Doran, Esq. DORAN & DORAN, PC 69 Public Square STE 700 Wilkes Barre PA 18701 Tel: (570) 823-9111 Email: ldoran@dorananddoran.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Connie J. Klick as member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RB5HMZA/Elk_Creek_Escape_LLC__pambke-24-02003__0001.0.pdf?mcid=tGE4TAMA EMBLEMHEALTH INC: A.M. Best Places C(Weak) FSR Under Review ----------------------------------------------------------- AM Best has placed under review with developing implications the Financial Strength Rating (FSR) of C (Weak) and the Long-Term Issuer Credit Ratings (Long-Term ICR) of "ccc" (Weak) of Health Insurance Plan of Greater New York, EmblemHealth Insurance Company and EmblemHealth Plan, Inc., collectively referred to as Emblem. Concurrently, AM Best has placed under review with developing implications the FSR of C (Weak) and the Long-Term ICR of "ccc" (Weak) of ConnectiCare, Inc. (ConnectiCare) (Farmington, CT). All companies are subsidiaries of EmblemHealth, Inc. and are domiciled in New York, NY, unless otherwise specified. The Credit Ratings (ratings) reflect EmblemHealth Group's (EmblemHealth) balance sheet strength, which AM Best assesses as very weak, as well as its marginal operating performance, neutral business profile and marginal enterprise risk management. AM Best has placed the ratings of Emblem under review with developing implications following the announcement on July 23rd that EmblemHealth has agreed to sell ConnectiCare Holding Company, Inc. to Molina Healthcare, Inc. for $350 million. This transaction, when complete is expected to substantially increase absolute and risk-adjusted capitalization at EmblemHealth. The transaction is expected to be completed by the first half of 2025. The expectation is that the Emblem organization, including its primary regulated entity, Health Insurance Plan of Greater New York's surplus will receive a sizable net contribution from this sale. The ratings will remain under review while AM Best meets with management to further discuss the ultimate impact of the transaction on the organization's financial condition. Concurrently, AM Best has placed the ratings of ConnectiCare under review with developing implications due to the pending transaction. The ratings reflect ConnectiCare's balance sheet strength, which AM Best assesses as very weak, as well as its marginal operating performance, neutral business profile and marginal enterprise risk management. The ratings of ConnectiCare will remain under review pending completion of the transaction and until AM Best can complete its assessment of ConnectiCare's post-acquisition rating fundamentals. EMX ROYALTY: To Sell Sulitjelma Project to Alpha Future Funds ------------------------------------------------------------- EMX Royalty Corporation announced the execution of an exploration and option agreement for its Sulitjelma Project in Norway to Alpha Future Funds S.C.S, a private Luxembourg based company. The agreement provides EMX with a cash payment and work commitments during a one-year option period, and upon exercise of the option, EMX will receive additional deferred option payments, advance royalty payments, milestone payments and a 2% NSR royalty. The Sulitjelma project is a past producer of copper-rich polymetallic mineralization from a cluster of volcanogenic massive sulfide style deposits in the greater Sulitjelma district of north-central Norway. Alpha is a well-capitalized investment fund with its own technical team that seeks to revitalize the Sulitjelma district through additional investment and exploration. Alpha is also reviewing other EMX projects throughout the region for additional acquisition opportunities. Commercial Terms Overview. EMX will receive US$50,000 upon execution of the agreement, and Alpha can acquire a 100% interest in the project by satisfying specified work commitments by the end of the first anniversary of the agreement. Upon exercising the option Alpha will: * Make additional cash payments to EMX as deferred option payments. * Spend a cumulative of $4,000,000 on the project by the 5th anniversary of the agreement. * Pay annual advance royalty payments commencing after the deferred option payments are complete. * Grant EMX an uncapped 2% NSR royalty on the project. * Deliver certain milestone payments tied to anniversary dates and the commencement of commercial production. The Sulitjelma polymetallic project in Norway is located in the early Paleozoic VMS belt in north-central Norway, which saw numerous districts and mines in operation from the 1600's through the 1990's. Sulitjelma District, Central Norway: The Sulitjelma VMS district was discovered in 1858 and was mined continuously from 1891-1991. The Sulitjelma mines were some of the last operating base metal mines in Norway and one of its most significant historic mining areas. VMS style mineralization occurs along a trend that extends for over 20 kilometers and is developed along multiple stratigraphic horizons and structurally repeated sections. The district produced over 25 million tonnes averaging 1.84% copper, 0.86% zinc, 10 grams per tonne silver and 0.25 grams per tonne gold1. Significant historical resources were left unmined at the time of closure in the early 1990's. The district has seen very little work since the mines closed. Reinterpretation of airborne geophysical surveys, including a Versatile Time Domain Electromagnetics (VTEM) survey collected in 2014, highlighted multiple conductive anomalies along the main trend of mineralization that have not yet been drill tested, and EMX geologists have found outcropping expressions of VMS style mineralization, also along trend, that have not been developed or drill tested. Over the past few years EMX has compiled and digitized the available historical data to create 3D models of the historical mine workings on the property. EMX also conducted extensive soil sampling campaigns and identified drill targets for the next phase of exploration. These targets include projections of mineralization down dip and along strike of the historic mine workings as well as newly identified electromagnetic anomalies. Additionally, EMX recognized that the VMS horizon appears to be repeated in fold limbs to the west of the original property position, which has since been expanded. About EMX EMX Royalty Corporation -- https://emxroyalty.com/ -- is a precious, and base metals royalty company. EMX's investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company's common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol "EMX". As of March 31, 2024, EMX Royalty had $157.4 million in total assets, $38.9 million in total liabilities, and $118.4 million in total shareholders' equity. Vancouver, Canada-based Davidson & Company LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has a working capital deficiency that raises substantial doubt about its ability to continue as a going concern. ESG HOLDINGS: Case Summary & Five Unsecured Creditors ----------------------------------------------------- Debtor: ESG Holdings Inc. 601 North Carey Street, Suite B Baltimore, MD 21217 Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court District of Maryland Case No.: 24-16875 Debtor's Counsel: Donald L. Bell, Esq. LAW OFFICE OF DONALD L. BELL 6305 Ivy Lane Suite 315 Greenbelt, MD 20770 Tel: (301) 614-0536 Fax: (301) 614-0569 E-mail: donbellaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Ebony Gill as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4AWYBIA/ESG_Holdings_INC__mdbke-24-16875__0001.0.pdf?mcid=tGE4TAMA EXQUISITE QUARTERS: Hires Richard B. Rosenblatt PC as Counsel ------------------------------------------------------------- Exquisite Quarters, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Richard B. Rosenblatt, PC, as counsel. The firm will provide these services: a. giving the Debtor legal advice with respect to her powers and duties as Debtor-in-Possession; b. preparing, as necessary, applications, answers, orders, reports and other legal papers filed by the Debtor; c. preparing a Disclosure Statement and Plan of Reorganization; and d. performing all other legal services for the Debtor which may be necessary herein. The firm will be paid at these rates: Richard B. Rosenblatt $400 per hour Linda M. Dorney $350 per hour Paralegal $200 per hour The firm will be paid a retainer in the amount of $7,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard B. Rosenblatt, a partner at The Law Offices of Richard B. Rosenblatt, PC., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard B. Rosenblatt, Esq. The Law Offices of Richard B. Rosenblatt, PC. 30 Courthouse Square, Suite 302 Rockville, MD 20850 Tel: (301) 838-0098 Email: rrosenblatt@rosenblattlaw.com About Exquisite Quarters, LLC Exquisite Quarters, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 24-11633) on Feb. 28, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Richard B. Rosenblatt, Esq. at LAW OFFICES OF RICHARD B. ROSENBLATT, PC. EYEMART EXPRESS: Moody's Alters Outlook on 'B2' CFR to Negative --------------------------------------------------------------- Moody's Ratings changed Eyemart Express, LLC's (Eyemart) outlook to negative from stable and downgraded the backed senior secured first lien bank credit facilities ratings to B2 from B1. At the same time, Moody's affirmed Eyemart's B2 corporate family rating and B2-PD Probability of Default rating. The outlook change to negative reflects the company's weaker operating performance and credit metrics as the environment for the company's lower-income customer remains difficult. The outlook change also reflects the overhang associated with the company's need to refinance its revolving credit facility which matures in August 2025. The downgrade of the senior secured first lien bank credit facilities ratings to B2 from B1 reflects the deterioration in profitability levels since 2021 and limited support from junior claims which has weighted on its expected instrument recovery. RATINGS RATIONALE Eyemart Express, LLC's B2 CFR is constrained by the company's high leverage at 5.8x and weak EBITA/Interest coverage of 1.1x as of March 31, 2024 and governance considerations, specifically Eyemart's potential for aggressive financial strategies as a private equity controlled company. Looking ahead, Moody's expect metrics to improve with leverage of approximately 4.75x and EBITA/ Interest coverage of about 1.5x over the next 12-18 months on the back of growth in the managed care (insured) business, better product mix, improved marketing execution and store development. Nevertheless, the company's core lower-income customer demand is still exposed to pressures from higher prices and there are risks to the financial improvement. The credit profile is also constrained by Eyemart's small scale and limited geographic footprint and August 2025 revolver maturity. Eyemart's credit profile is supported by its operations in the growing optical retail segment which has generally steady demand characteristics given the relatively non-discretionary nature of periodic testing and periodic eyeglass replacement needs. The credit profile also benefits from Eyemart's adequate liqudity, high operating margins and differentiated offering relative to other optical and big-box retailers, in particular its same-day service. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company increases its scale and demonstrates strong operating performance, including stable revenue and EBITDA growth which result in debt/EBITDA sustained below 4.5 times and EBITA/interest expense sustained above 2.25 times. An upgrade would also require an expectation that financial policies will support credit metrics maintained at these levels and that the company maintains a good liquidity profile. The ratings could be downgraded if operating performance fails to improve or if financial policies become more aggressive, including additional debt financed dividends or an overly aggressive growth strategy. Inability to refinance the revolving credit facility well ahead of maturity could also lead to a downgrade. Quantitatively, the ratings could be downgraded if debt/EBITDA is sustained above 6.0 times or EBITA/interest expense is sustained below 1.5 times. A deterioration in the company's liquidity profile, including negative free cash flow, could also result in a downgrade. Headquartered in Farmers Branch, Texas, Eyemart Express, LLC is an optical retailer with a focus on value eyeglasses. The company operates approximately 246 stores in the US and generated revenue of approximately $370 million for the twelve months ended March 31, 2024. The company was acquired in December 2014 by affiliates of Friedman, Fleischer & Lowe for a total consideration of roughly $800 million. The principal methodology used in these ratings was Retail and Apparel published in November 2023. FINGERMOTION INC: Yang Yeat Choe Holds 13.8% Equity Stake --------------------------------------------------------- Yang Yeat Choe disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that he beneficially owned 7,257,600 shares of FingerMotion's Common Shares, consisting of (i) 7,200,000 Common Shares held by Ever Sino International Limited, an entity controlled by Mr. Yang Yeat Choe who has sole voting and dispositive power of such Common Shares, and (ii) 57,600 Common Shares issuable upon exercise of stock options granted to Mr. Yang Yeat Choe, which have vested and an exercisable within 60 days of the date hereof. The shares owned represents 13.8% of the shares outstanding, based on 52,712,850 Common Shares of the FingerMotion's common stock issued and outstanding as of August 8, 2024, however, the 7,200,000 Common Shares which were acquired on May 16, 2019 represented 28.4% of the 25,370,953 Common Shares outstanding on May 16, 2019. A full-text copy of Mr. Choe's SEC Report is available at: https://tinyurl.com/4kht254v About FingerMotion, Inc. FingerMotion is an evolving technology company with a core competency in mobile payment and recharge platform solutions in China. As of February 29, 2024, the Company had $18,814,814 in total assets, $6,753,915 in total liabilities, and total shareholders' equity of $12,060,899. Hong Kong-based Centurion ZD CPA & Co., the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 29, 2024, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. FOX PROPERTY: Case Summary & Four Unsecured Creditors ----------------------------------------------------- Debtor: Fox Property Holdings LLC 398 W Court St. San Bernardino, CA 92415 Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-14718 Judge: Hon. Mark D Houle Debtor's Counsel: Joyce H. Vega, Esq. JOYCE H. VEGA & ASSOCIATES 904 Silver Spur Rd. #388 Rolling Hills Estates CA 90274 Tel: 310-614-0191 Email: vegaattorneys@yahoo.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $10 million to $50 million The petition was signed by Ji Li as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B34TP7Q/Fox_Property_Holdings_LLC__cacbke-24-14718__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Li Zhuang- Investment $2,000,000 19190 Palm Vista Yorba Linda, CA 92886 Tel: 626-371-3732 2. Jian Ping Ma Investment $1,200,000 Bldg #1, Unit 2, 11 Wei San Rd Jinghui Dist. Zhengzhou City Henan Province, China 3. Ayreianna Armstrong Personal TBD Marc J. Katzman, Esq. Injury 15250 Ventura Blvd. #1010, Sherman Oaks, CA 91403 4. Henry Aguila Breach of TBD 9300 Pellet St. Contract Downey, CA 90241 Tel: 323-868-7256 Email: theeaguila@yahoo.com FRIESEL 2008: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Friesel 2008 Family Trust 114 Clinton Lane Spring Valley NY 10977 Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-22712 Judge: Hon. Sean H Lane Debtor's Counsel: Yecheskel Menashe, Esq. MENASHE & LAPA LLP 400 Rella Blvd, Suite 190 Suffern NY 10901 Tel: 734-928-5130 Email: office@melalaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shimon Neustadt as trustee. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WBU45DQ/Friesel_2008_Family_Trust__nysbke-24-22712__0001.0.pdf?mcid=tGE4TAMA GLOBALSTAR INC: Posts $9.7 Million Net Loss in Fiscal Q2 -------------------------------------------------------- Globalstar, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $9.7 million on $60.4 million of total revenue for the three months ended June 30, 2024, compared to a net income of $9 million on $55.1 million of total revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $22.9 million on $116.9 million of total revenue, compared to a net loss of $3.5 million on $113.7 million of total revenue for the same period in 2023. "Globalstar reported record revenue during the second quarter, driven primarily by growth in wholesale capacity services and other recent business initiatives. The high-margin nature of this revenue contributed to a 20% increase in Adjusted EBITDA and an increase in cash on hand to $64 million as of June 30, 2024," commented Rebecca Clary, Chief Financial Officer. Clary continued, "Based on the continued momentum across our key growth categories, we are raising the low end of our revenue guidance to $235 million from $225 million and projected Adjusted EBITDA margin to 53% from 50%." Dr. Paul E. Jacobs, Chief Executive Officer, said, "This quarter highlighted Globalstar's ability to enable new capabilities by leveraging our core competencies as an MSS operator, as well as the flexibility of our network to reliably and rapidly support and deploy new technologies and services. We are pleased that our wholesale services are growing in both the government and consumer segments. We are continuing to make good progress through the proof of concept that commenced this year for a government services company. We have been installing and validating XCOM RAN in our customer's Micro Fulfillment Centers, demonstrating XCOM RAN's ability to uniquely support their mission critical requirements. Additionally, we are in the midst of a government study of use cases for our XCOMP technology. We remain focused on building on our strong customer relationships to create value leveraging the differentiated assets of our LEO network, Band 53 spectrum, and XCOM RAN technology." As of June 30, 2024, the Company had $926.2 million in total assets, $543.3 million in total liabilities, and $382.98 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2wtrtahv About Globalstar Inc. Headquartered in Covington, Louisiana, Globalstar Inc. provides Mobile Satellite Services including voice and data communications services globally via satellite. The Company offers these services over its network of in-orbit satellites and its active ground stations, which the Company refers to collectively as the Globalstar System. In addition to supporting Internet of Things data transmissions in a variety of applications, the Company provides reliable connectivity in areas not served or underserved by terrestrial wireless and wireline networks and in circumstances where terrestrial networks are not operational due to natural or man-made disasters. As of March 31, 2024, the Company had $917 million in total assets, $540 million in total liabilities, and $377 million in total stockholders' equity. * * * Egan-Jones Ratings Company, on June 4, 2024, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Globalstar, Inc. GRESHAM WORLDWIDE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Gresham Worldwide, Inc. f/k/a Giga-Tronics Incorporated 7272 E. Indian School Road Suite 540 Scottsdale, AZ 85251 Business Description: Gresham designs, manufactures and distributes purpose-built electronics equipment, automated test solutions, power electronics, supply and distribution solutions, as well as radio, microwave and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry and the healthcare market. Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court District of Arizona Case No.: 24-06732 Judge: Hon. Scott H Gan Debtor's Counsel: Patrick A. Clisham, Esq. ENGELMAN BERGER PC 2800 N. Central Avenue, Suite 1200 Phoenix, AZ 85004 Tel: 602-271-9090 Email: pac@eblawyers.com Total Assets as of June 30, 2024: $32,859,000 Total Debts as of June 30, 2024: $39,786,000 The petition was signed by Lutz P. Henckels as CFO. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FPG52RI/Gresham_Worldwide_Inc__azbke-24-06732__0001.0.pdf?mcid=tGE4TAMA HAL LUFTIG: Unsecureds Will Get 25% of Claims over 5 Years ---------------------------------------------------------- Hal Luftig Company, Inc., submitted a Second Amended Small Business Plan of Reorganization dated July 25, 2024. This Second Amended Small Business Plan of Reorganization (the "Plan" as updated and amended) updates and revises certain portions of the First Amended Plan in accordance with the District Court's "Opinion and Order," dated March 19, 2024 rejecting the recommendation of the Bankruptcy Court in the Bankruptcy Court Confirmation Opinion. Under Bankruptcy Code Sections 1191(c) and (d), the Debtor will fund the Plan payments to creditors utilizing its disposable income for a period of 5 years and a settlement payment by Mr. Luftig in the amount of $50,000.00, defined below as the Luftig Settlement Payment. Mr. Luftig will, upon entry of a Confirmation Order by the Bankruptcy Court which becomes a final and non-appealable Order, agree to: (i) subordinate in right of payment of certain allowed claims held by Mr. Luftig; (ii) enter into an employment agreement with the Debtor which provides for Mr. Luftig's non-exclusive employment with the Debtor for a five-year period (the duration of the Plan); (iii) provide the Back-stop Commitment; and (iv) for the life of the Plan, Mr. Luftig will not charge the Debtor rent for the space utilized in his home in New York City. Allowed Administrative Expenses will be paid from the Debtor's business operations. The Plan provides for payment of Allowed Administrative Expenses, Allowed Priority Claims, including Priority Tax Claims, Allowed Secured Claims, and Allowed Other Priority Claims in accordance with the Bankruptcy Code, and provides for the payment of certain amounts to Allowed Unsecured Claims. On July 25, 2024, simultaneously with this Plan, the Debtor filed further updated versions of the Debtor's liquidation analysis and financial projections to account for the interim between filing the First Amended Plan and this Plan. The Debtor's updated financial projections are based largely on the financial projections of certain legacy productions in which the Debtor owns interests. Class 3 consists of the Allowed FCP Claim in the amount of $2,862,776.00, pursuant to the "Stipulation and Order Allowing Unsecured Claim of FCP Entertainment Partners, LLC," approved by the Bankruptcy Court on May 31, 2023. The Allowed Class 3 Claim shall be paid its Pro Rata Share of the Luftig Settlement Payment on the Effective Date (together with the Holders of Allowed Class 4 Claims) and the Debtor's Disposable Income over the life of the Plan. The holder of the FCP Claim is impaired under the Plan and is entitled to vote to accept or reject the Plan. The Debtor estimates that FCP as the holder of the Class 3 Claim will receive distributions equal to approximately 25% of its Allowed Claim. Class 4 consists of the Allowed Claims of non-priority unsecured creditors, other than the FCP Claim. The Class 4 Claims are estimated to total $328,628.92. The holders of Allowed Class 4 Claims will receive their Pro Rata Share of the Disposable Income over the life of the Plan. The Debtor estimates that holders of Class 4 Claims will receive distributions equal to approximately 25% of their Allowed Claims. Class 5 consists of the Insider Claims which will be liquidated and allowed as Allowed General Unsecured Claims. Each of the Class 5 Claims shall be subordinated in right of payment to the Debtor's obligations to make payments and distributions under the Plan to holders of higher priority claims. The Plan will be funded with the Debtor's Disposable Income, the Luftig Settlement Payment, and the Backstop Commitment (only to the extent it is necessary to be drawn upon). In addition, Mr. Luftig has agreed to execute the Employment Agreement, not to require rent payments from the Debtor, and to subordinate all Insider Claims as well as payments due under the Luftig Secured Note and Security Agreement. The Luftig Settlement Payment shall be made within 10 days after entry of the Final Confirmation Order. A full-text copy of the Second Amended Plan dated July 25, 2024 is available at https://urlcurt.com/u?l=5osVtg from PacerMonitor.com at no charge. Attorneys for the Debtor: Sheryl P. Giugliano, Esq. Michael S. Amato, Esq. Ruskin Moscou Faltischek, P.C. 1425 RXR Plaza East Tower, 15th Floor Uniondale, NY 11556 Telephone: 516-663-6600 Email: sgiugliano@rmfpc.com mamato@rmfpc.com About Hal Luftig Company Hal Luftig Company, Inc., a theatrical producer in New York, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11617) on Dec. 1, 2022, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Charles Persing has been appointed as Subchapter V trustee. Judge John P. Mastando III presides over the case. Ruskin Moscou Faltischek, P.C., RK Consultants, LLC and CBIZ, Inc. are the Debtor's legal counsel, financial advisor and tax accountant, respectively. HEALTHCARE AT COLLEGE: Gets OK to Hire Boyer Terry as Counsel ------------------------------------------------------------- Healthcare at College Park LLC received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Boyer Terry LLC as attorneys. The firm will provide these services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) prepare legal papers; (c) continue existing litigation to which the Debtor may be a party and conduct examinations incidental to the administration of the Debtor's estate; (d) take any and all necessary action for the proper preservation and administration of the estate; (e) assist the Debtor with the preparation and filing of a Statement of Financial Affairs and schedules and lists; (f) take whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral; (g) assert, as directed by the Debtor, claims that the Debtor may have against others; (h) assist the Debtor in connection with claims for taxes made by governmental units; and (i) perform other necessary legal services for the Debtor. Boyer Terry agreed to undertake this representation on a flat fee basis of $10,000, including the filing fee of $1,738. Wesley Boyer, Esq., an attorney at Boyer Terry, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Wesley J. Boyer, Esq. Boyer Terry LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Email: Wes@BoyerTerry.com About Healthcare at College Park Healthcare at College Park LLC is a Health Care Business (as defined in 11 U.S.C. Sec. 101(27A)). Healthcare at College Park LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-51011) on July 9, 2024. In the petition filed by Michael E. Winget, Sr., as managing member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by Wesley J. Boyer, Esq. at BOYER TERRY LLC. HESS EMBROIDERY: Seeks to Hire Miller Law Group as Legal Counsel ---------------------------------------------------------------- Hess Embroidery & Uniforms, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Larry W. Miller, Jr. Esq. and Miller Law Group, PLLC as its counsel. The firm will render these services: a. analyze the Debtor's financial situation and render advice to the Debtor in determining whether to file a petition in bankruptcy; b. prepare and file of any petition, schedules, statements of affairs and plan may be required; and c. represent the Debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof. The firm will charge $500 per hour for its services. As disclosed in the court filings, Miller Law Group is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Larry W. Miller, Jr., Esq. Miller Law Group, PLLC 25 Stevens Ave. West Lawn, P.A. 19609 Telephone: (610) 670-9000 Facsimile: (610) 670-9001 Email: Lmiller@millerlawgroup.net About Hess Embroidery & Uniforms Hess Embroidery & Uniforms, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12194) on June 26, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Patricia M. Mayer presides over the case. Larry W. Miller, Jr., Esq., at Miller Law Group, PLLC represents the Debtor as bankruptcy counsel. HILLENBRAND INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 8, 2024, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Hillenbrand, Inc. Headquartered in Batesville, Indiana, Hillenbrand, Inc. provides industrial processing equipment, systems, and solutions. HISTORIC BEECHES: Hires Thompson Burton as Bankruptcy Counsel ------------------------------------------------------------- Historic Beeches LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Thompson Burton PLLC as its counsel. The firm's services include: a. rendering legal advice with respect to the rights, powers and duties of Debtor in the management of its property; b. investigating and, if necessary, instituting legal action on behalf of Debtor to collect and recover assets of the estate of Debtor; c. preparing all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; d. assisting and counseling Debtor in the preparation, presentation and confirmation of its plan of reorganization; e. representing Debtor as may be necessary to protect its interests; f. representing the Debtor in all adversary proceedings that it may initiate or that may be initiated against it; g. representing the Debtor in any post-petition motions that it may file or that may be filed against it; and h. performing all other legal services that may be necessary and appropriate in the general administration of the Debtor's estate. The firm will be paid at these rates: Phillip G. Young, Jr. $525 per hour Justin Campbell $425 per hour Devin Majors $240 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received an initial retainer payment of $5,000. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Phillip G. Young, Jr., Esq. Justin T. Campbell, Esq. Thompson Burton PLLC 6100 Tower Circle, Suite 200 Franklin, TN 37067 Tel: (615) 465-6000 Email: phillip@thompsonburton.com justin@thompsonburton.com About Historic Beeches LLC Historic Beeches LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-02738) on July 23, 2024, listing up to $50,000 in assets and $1,000,001 to $10 million in liabilities. Judge Charles M Walker presides over the case. Justin T. Campbell, Esq. at Thompson Burton PLLC represents the Debtor as counsel. HORIZON KIDZ: Taps McDonald Carano as Special Litigation Counsel ---------------------------------------------------------------- Horizon Kidz, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire McDonald Carano LLP as special litigation counsel. The firm will render these services: a. provide legal advice and assistance to the Debtor in litigation; b. represent the Debtor at hearings held before the Court and communication with the Debtor regarding the issues raised, as well as the decisions of the Court; c. represent the Debtor in all pre-trial and/or pre-trial discovery matters; d. represent Debtor as lead-trial counsel at the trial and/or evidentiary hearings before the Court; and e. represent the Debtor in all post-trial and/or post-evidentiary matters. The firm will be paid at these rates: Ryan J. Works, Partner $650 per hour Jane E. Susskind, Associate $425 per hour John A. Fortin, Associate $375 per hour Brian Grubb, Paralegal $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan J. Works, a partner at McDonald Carano LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan J. Works, Esq. Jane E. Susskind, Esq. John A. Fortin, Esq. McDonald CARANO LLP 2300 West Sahara Avenue, Suite 1200 Las Vegas, NV 89102 Email: rworks@mcdonaldcarano.com jsusskind@mcdonaldcarano.com jfortin@mcdonaldcarano.com About Horizon Kidz Horizon Kidz, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-13890) on Sept. 7, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Hilary L. Barnes oversees the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC represents the Debtor as legal counsel. IMERI ENTERPRISES: Seeks Approval to Hire TenX as Auctioneer ------------------------------------------------------------ Imeri Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ TenX as auctioneer. The firm will represent the Debtor in the sale of the hotel at 28332 Southwest Highway 59, Rosenberg, TX 77471 currently operated as La Quinta Inn & Suites Rosenberg and the adjacent Plot B / 28332 Southwest Fwy 59 Rosenberg, TX 77471. Paul Denton, regional sales director at Ten-X, disclosed in the court filings the his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Denton Ten-X 17600 Laguna Canyon Road Irvine, CA 92618 Phone: (888) 952-6393 Email: brokerdesk@ten-x.com Email: pdenton@ten-x.com About Imeri Enterprises Imeri Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32106) on May 6, 2024, with $1 million to $10 million in both assets and liabilities. Isen Imeri, president, signed the petition. Judge Eduardo V. Rodriguez presides over the case. The Debtor tapped Reese Baker, Esq., at Baker & Associates as counsel and Ahmed Abdalwahab, CPA, as accountant. IMERI ENTERPRISES: Unsecureds to Get Share of Income for 36 Months ------------------------------------------------------------------ Imeri Enterprises Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated July 26, 2024. The Debtor owns a 56-room hotel at 28332 Southwest Highway 59, Rosenberg, TX 77471 ("Hotel") currently operated as La Quinta Inn & Suites Rosenberg. As part of the Hotel services, the Debtor operates a small convenience store for guests. Debtor has operated this Property since October 2018. The Property was posted for foreclosure on May 7, 2024. Debtor filed the bankruptcy to stop the foreclosure and reorganize the Debtor. Additionally, the Debtor owns the adjacent Plot B/28332 Southwest Fwy 59 Rosenberg, TX 77471 ("Lot"). This Plan proposes the sale of the Hotel and the Lot at two separate public auctions. Imeri values its assets at approximately $5,191,183, in the aggregate, which includes the Hotel and the Lot that are subject to liens of approximately $4,842,120.80. This Plan of Reorganization proposes to pay Debtor's creditors from the cash flow generated in the ordinary course of the Debtor’s business after confirmation. Class 8 consists of all other non-priority unsecured claims. The aggregate amount of Class 8 claims is approximately $157,315.80. The Debtor will pay the projected disposable income for 36 months following the Effective Date to creditors in this class with allowed claims in the amount set forth on the projections with this plan. This Class is impaired. The equity security holders will retain the interest in the Debtor. The Debtor will file a motion to sell the Hotel and the Lot in 2 separate auctions. After the filing of this Plan, the Debtor will file a Motion for Approval of Auction Procedures ("Motion"). The sale of the Hotel and Lot by auction shall be part of this Plan. The attorney's fees incurred by Debtor's counsel shall be paid in full from the sale proceeds, provided that the funds are sufficient to pay all valid liens in full. The Debtor will retain the property of the bankruptcy estate. The Debtor will make the payments as set forth in the Projections to either the creditors or to the Subpart V Trustee. The Debtor will conduct the auction sales as permitted by the court. for estimated ad valorem taxes for 2024. A full-text copy of the Plan of Reorganization dated July 26, 2024 is available at https://urlcurt.com/u?l=s5vk7K from PacerMonitor.com at no charge. Attorney for the Debtor: Reese W. Baker, Esq. Nikie Marie López-Pagán, Esq. Baker & Associates 950 Echo Lane Ste. 300 Houston, TX 77024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 About Imeri Enterprises Imeri Enterprises, Inc., owns a 56-room hotel at 28332 Southwest Highway 59, Rosenberg, TX 77471 ("Hotel") currently operated as La Quinta Inn & Suites Rosenberg. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-32106) on May 6, 2024, with $1 million to $10 million in both assets and liabilities. Isen Imeri, president, signed the petition. Judge Eduardo V. Rodriguez presides over the case. The Debtor tapped Reese Baker, Esq., at Baker & Associates, as counsel, and Ahmed Abdalwahab, CPA, as accountant. INNOVATE CORP: Effects 1-for-10 Reverse Stock Split --------------------------------------------------- At the Annual Meeting of Stockholders of INNOVATE Corp. held on June 18, 2024, the stockholders of the Company approved a proposal to authorize the Company's Board of Directors, in its discretion following the Annual Meeting, to amend the Company's Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of the Company's common stock, par value $0.001 per share, at a ratio ranging from any whole number between 1-for-2 and 1-for-10. On July 4, 2024, the Board approved the Reverse Stock Split at a ratio of 1-for-10. On August 8, 2024, the Company filed the certificate of amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Reverse Stock Split became effective in the State of Delaware at 5:00 p.m., Eastern Time, on August 8, 2024. As a result of the Reverse Stock Split, every 10 shares of the Company's Common Stock issued or outstanding were automatically reclassified into one new share of Common Stock without any action on the part of the holders. Proportionate adjustments will be made to the per share exercise prices and the number of shares underlying the Company's outstanding equity awards, to the number of shares issuable under the Company's equity incentive plans, to the conversion rate of the Company's outstanding 7.5% Convertible Senior Notes due 2026, and to the conversion price of the Company's outstanding preferred stock. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock. Trading of the Company's Common Stock on the NYSE commenced on a split-adjusted basis when the market opened on August 9, 2024, under the existing trading symbol "VATE." About Innovate New York-based Innovate Corp. -- http://www.innovatecorp.com-- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns to maximize value for all stakeholders. As of Dec. 31, 2023, its three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences, and Spectrum, plus its Other segment, which includes businesses that do not meet the separately reportable segment thresholds. Innovate incurred a net loss of $38.9 million in 2023, compared to a net loss of $42 million in 2022. As of Dec. 31, 2023, the Company had $1.04 billion in total assets, $1.18 billion in total liabilities, $15.4 million in total temporary equity, and a total stockholders' deficit of $151.7 million. On Feb. 26, 2024, Innovate received a written notice from the New York Stock Exchange that it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE's Listed Company Manual, as the average closing price of the Company's common stock was less than $1.00 per share over a consecutive 30 trading-day period. JAZI KAT: Seeks to Hire E & B Accounting as Tax Accountant ---------------------------------------------------------- Jazi Kat, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Elba Nunez dba E & B Accounting to perform specified accounting services. The professional services to be rendered include preparation and filing of tax returns for the years 2015 through 2023 (nine years). The firm will charge $1,850 for the preparation of each annual return for years 2015 to 2020 and $1,000 per set of tax returns for year 2021 to 2023. E & B Accounting does not hold or represent any interest adverse to the Debtor or the Estate in the matters in which it is to be engaged, according to court filings. The firm can be reached through: Elba Nunez dba E & B Accounting 3843 W Calavar Rd Phoenix, AZ, 85053-5472 Tel: (602) 439-0899 About Jazi Kat, LLC Jazi Kat, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-01626) on March 5, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Bridget O'Brien as managing member. Judge Madeleine C. Wanslee presides over the case. Krystal M. Ahart, Esq. at Kahn & Ahart, PLLC represents the Debtor as counsel. JETBLUE AIRWAYS: Egan-Jones Cuts Senior Unsecured Ratings to CCC+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on August 7, 2024, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by JetBlue Airways Corporation to CCC+ from B-. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Long Island City, New York, JetBlue Airways Corporation provides non-stop passenger flight services. JGA DEVELOPMENT: Hires Swarna Venkatesan as Real Estate Broker -------------------------------------------------------------- JGA Development, LLC seeks approval from the U.S. Bankruptcy Court 0for the District of New Jersey to employ Swarna Venkatesan, a real estate agent in Iselin, NJ. Ms. Venkatesan will be marketing for sale the Debtor's real properties located in New Jersey at 6 percent commission, which may be split with cooperating brokers. Ms. Venkatesan disclosed in the court filings that she is a disinterested person under 11 U.S.C. Sec. 101(14). Ms. Venkatesan can be reached at: Swarna Venkatesan Gautams Realty LLC 1100 Green St Iselin, NJ 08830 Cell phone: (732) 266-9027 About JGA Development JGA Development, LLC, a real estate investment and development company, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-16864) on July 9, 2024. In the petition signed by Gowtham Reddy, authorized signer, the Debtor disclosed up to $50 million in both assets and liabilities. The Debtor tapped the Law Offices of Daniel Reinganum as bankruptcy counsel and Michele Zelina, Esq., as special counsel. LIVEONE INC: Incurs $1.56 Million Net Loss in First Quarter ----------------------------------------------------------- LiveOne, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.56 million on $33.08 million of revenue for the three months ended June 30, 2024, compared to a net loss of $515,000 on $27.77 million of revenue for the three months ended June 30, 2023. As of June 30, 2024, the Company had $64.63 million in total assets, $58.02 million in total liabilities, and $6.61 million in total equity. LiveOne stated, "The Company's principal sources of liquidity have historically been its debt and equity issuances and its cash and cash equivalents (which cash, cash equivalents and restricted cash amounted to $6.3 million as of June 30, 2024). As reflected in its interim unaudited condensed consolidated financial statements included elsewhere herein, the Company has a history of losses, incurred a net loss of $1.6 million for the three months ended June 30, 2024, and provided cash of $1.3 million in operating activities for the three months ended June 30, 2024 and had a working capital deficiency of $22.5 million as of June 30, 2024. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year from the date that these financial statements are filed." Management Comments LiveOne's CEO and Chairman, Robert Ellin, commented, "We are thrilled to announce another quarter of record growth, driven by our Audio Division's ongoing momentum. With a robust pipeline and four newly signed partnerships, we are excited about our future prospects. Our strategic positioning and operational efficiencies have effectively prepared us to leverage emerging opportunities. As we remain focused on our long-term objectives, we are committed to maintaining our creator-first platform approach and catering to our superfans. Additionally, our continued company share repurchases underscore our belief in the intrinsic value of our shares and demonstrate alignment with our dedicated shareholders." A full-text copy of the Form 10-Q is available for free at the SEC's website at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1491419/000143774924026422/lvo20240630c_10q.htm About LiveOne Headquartered in Los Angeles, Calif., LiveOne, Inc. (NASDAQ: LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first, music, entertainment, and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne's wholly-owned subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, CPS, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV, and through STIRR's OTT applications. For more investor information, please visit ir.liveone.com. Los Angeles, Calif.-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated July 1, 2024, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency. These matters raise substantial doubt about the Company's ability to continue as a going concern. LL FLOORING: Aug. 19 Deadline Set for Panel Questionnaires ---------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of LL Flooring Holdings, Inc. et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/3bewfteh and return by email it to Rosa.Sierra-Fox -- Rosa.Sierra-Fox@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 12:00 p.m. (E.T.) on Aug. 19, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About LL Flooring Holdings LL Flooring Holdings, Inc. is a specialty retailer of flooring. The Company carries a wide range of hard-surface floors and carpets in a range of styles and designs, and primarily sells to consumers or flooring focused professionals. LL Flooring and four of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 24-11680) on August 11, 2024. In the petitions signed by Holly Etlin as chief restructuring officer, the Debtors disclosed total assets of $501,117,025 and total debts of $416,298,035 as of July 31, 2024. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as counsel. Houlihan Lokey Capital Inc. serves as the Debtors' investment banker, AlixPartners LLP acts as the Debtors' financial advisor, and Stretto, Inc. acts as the Debtors' claims and noticing agent. LOUISIANA DELTA: Seeks to Hire Derbes Law Firm as Legal Counsel --------------------------------------------------------------- Louisiana Delta Oil Company, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire The Derbes Law Firm, LLC as its counsel. The firm's services include: (a) providing legal advice with respect to its powers and duties as debtor-in-possession in the continued management of its business and property; (b) attending meetings with representatives of its creditors and other parties in interest; (c) taking all necessary action to protect and preserve the Debtor's estate; (d) preparing on behalf of the Debtor motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; (e) negotiating and preparing on the Debtor's behalf a plan of reorganization, and all related agreements and/or documents, and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) appearing before this Court to protect the interests of the Debtor before this Court; (g) performing all other necessary legal services and provide all necessary legal advice to the Debtor in connection with this Chapter 11 case; (h) advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring and recharacterizations; and (i) commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization. The firm will be paid at these rates: Albert J. Derbes, IV, Esq. $495 per hour Mark S. Goldstein, Esq. $495 per hour Eric J. Derbes, Esq. $425 per hour Patrick S. Garrity, Esq. $495 per hour Wilbur J. "Bill" Babin, Jr., Esq. $495 per hour McKenna D. Dorais, Esq. $190 per hour Beau P. Sagona, Esq. $475 per hour Hugh J. Posner, CPA $275 per hour Frederick L. Bunol, Esq. $390 per hour Bryan J. O'Neill, Esq. $290 per hour Jared S. Scheinuk, Esq. $290 per hour Notary $100 per hour Paralegal(s) $80 per hour Legal Assistant $60 per hour The firm received an initial advance deposit in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick Garrity, Esq., a partner at Derbes Law Firm, L.L.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Patrick S. Garrity, Esq. DERBES LAW FIRM, L.L.C. 3027 Ridgelake Drive Metairie, LA 70002 Telephone: (504) 837-1230 Facsimile: (504) 832-0322 About Louisiana Delta Oil Company Louisiana Delta Oil Company, LLC is in the crude petroleum extraction business. The company is based in Charlottesville, Va. Louisiana Delta sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 24-11493) on August 1, 2024, with $1 million to $10 million in assets and liabilities. Ethan A. Miller, president/manager, signed the petition. Judge Meredith S. Grabill presides over the case. Frederick Bunol, Esq., at The Derbes Law Firm, LLC represents the Debtor as bankruptcy counsel. M/I HOMES: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive ----------------------------------------------------------------- Moody's Ratings changed the outlook for M/I Homes, Inc. (M/I Homes) to positive from stable. Moody's also affirmed the company's Ba2 corporate family rating, Ba2-PD probability of default rating, and Ba2 ratings on its senior unsecured notes. The Speculative Grade Liquidity Rating was upgraded to SGL-1 from SGL-2. The positive outlook reflects M/I Homes' conservative financial strategies with respect debt leverage, which was maintained in the low 20% range on a debt to book capitalization basis over the last year and a half, as well as its conservative stance with respect to acquisitions, as it rarely acquires, and share repurchases, which have been modest. The company's financial flexibility is supported by its robust cash position that exceeds homebuilding debt and a very good liquidity. "Moody's expect M/I Homes to generate strong operating results and robust gross margins going forward, supported by its product mix diversity, good market share positions and deep presence in many of its local markets, and to maintain a conservative balance sheet with strong leverage and interest coverage metrics, which at June 30, 2024, stood at about 18x," says Natalia Gluschuk, Moody's Ratings Vice President - Senior Credit Officer. RATINGS RATIONALE M/I Homes's Ba2 CFR is supported by the company's: 1) geographic diversity across 17 markets and 10 states, strong market share position in its key markets, and solid revenue scale of $4.2 billion as of the last twelve months ended June 30, 2024; 2) conservative financial strategies with respect to debt to book capitalization ratio, share repurchases and acquisitions; 3) prudent and balanced land strategy, with optioned land supply typically representing about 50% of total; 4) focus on the first-time product that contributes over half of sales; and 5) pre-sold homes in construction representing 55% to 60%, which reduces market risk. At the same time, the rating is constrained by: 1) the company's owned land supply of 2.7 years, which is subject to impairments during a weak housing market; 2) risk of shareholder-friendly activities in a form of share repurchases, although the company is expected to maintain a disciplined approach; 3) risks related to potential acquisitions, although Moody's don't anticipate those to be sizeable or frequent; 4) broad-based affordability pressures impacting the demand for homes; and 5) cyclicality of the homebuilding sector and exposure to volatility in results. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectations that the company will maintain a very good liquidity over the next 12 to 15 months. Liquidity is supported by a robust cash balance of $837 million at June 30, 2024, which exceeds its debt, and significant availability under its $650 million unsecured revolving credit facility due 2026, which is expected to be largely undrawn. Liquidity is also supported by Moody's expectation of positive free cash flow, meaningful compliance cushion under financial covenants, and 2.7 years of owned land supply. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if the company continues to expand in scale and geographic diversification, while maintaining its debt to book capitalization consistently below 35%, interest coverage above 6.0x and gross margins above 20%, in addition to conservative financial strategies and good liquidity, including strong cash flow. The rating could be downgraded if the company's financial policies grow to be more aggressive, including with respect to shareholder-friendly activities or acquisitions, if end market conditions deteriorate leading to net losses and impairments and causing debt to book capitalization to approach 45% and interest coverage to decline below 5.0x, or if liquidity weakens. The principal methodology used in these ratings was Homebuilding and Property Development published in October 2022. M/I Homes, Inc., formed in 1976 and headquartered in Columbus, Ohio, constructs and sells homes under the M/I Homes brand and has presence in 17 markets in 10 states. In the last twelve months ended June 30, 2024, M/I Homes generated $4.2 billion in revenue and $529 million in net income. MASHANTUCKET (WESTERN): Moody's Appends 'LD' Designation to PDR --------------------------------------------------------------- Moody's Ratings appended an "/LD" designation to Mashantucket (Western) Pequot Tribe, CT's ("Mashantucket") C-PD Probability of Default Rating, changing it to C-PD/LD from C-PD. The /LD designation reflects a limited default resulting from the company entering into an agreement with its bank lender to extend the maturity of its term loan B. Moody's will remove the /LD designation in approximately three business days. Moody's previously assigned a Caa1 rating to Mashantucket's secured term loan B due June 30, 2028. The rating assignment followed the company's recent maturity extension on the term loan to June 30, 2028 from February 14, 2025. Moody's will withdraw the Caa1 rating on the term loan that was due on February 14, 2025. Moody's considered the maturity extension to be a missed payment with respect to the principal. Mashantucket's C Corporate Family Rating and stable rating outlook are not affected. The company's other outstanding debt, totaling about $2.0 billion of junior note principal and accrued interest, is not rated. The Mashantucket Pequot Tribal Nation conducts the gaming and resort operations of Foxwoods Resort Casino through the Mashantucket Pequot Gaming Enterprise, a wholly-owned, unincorporated division of Mashantucket (Western) Pequot Tribe, CT. Revenue for the 12 months ended March 31, 2024 was approximately $650 million. MBIA INC: Kahn Brothers Group Lowers Stake to 1.37% as of July 31 ----------------------------------------------------------------- Kahn Brothers Group, Inc. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of July 31, 2024, it beneficially owned 697,475 shares of MBIA Inc.'s common stock as of the first quarter of 2024, representing 1.37% of the shares outstanding. Kahn Brothers Group Inc. can be reached at: Kahn Brothers Group Inc. 555 Madison Avenue, Suite 1303 New York, NY 10022 A full-text copy of Kahn Brother's Report is available at: https://tinyurl.com/2p9drnkb 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, a net loss attributable to the Company of $445 million in 2021, and a net loss attributable to the Company of $578 million in 2020. 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. * * * 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. MEGNA PACIFIC: Seeks to Hire Young & Williams as Legal Counsel -------------------------------------------------------------- Megna Pacific Dreams at Oxnard Shores, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Young & Williams, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding matters of bankruptcy law and other laws relevant to the case; b. representing the Debtor in proceedings or hearings before the court; c. assisting in the negotiation, documentation and obtaining court approval of transactions affecting property of the Debtor's estate; d. advising the Debtor concerning the requirements of bankruptcy law affecting the administration of the case; and e. assisting the Debtor in the negotiation, preparation and implementation of a Chapter 11 plan. The hourly rates charged by the firm for its services are as follows: Senior Partners $600 Junior Partners $500 Associate $300 - $425 Law Clerks $125 - $225 Paralegals $80 The firm received a retainer in the amount of $7,500. Mark Young, Esq., a partner at Donahoe, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark T. Young, Esq. Young & Williams LLP 25152 Springfield Court, Suite 345 Valencia, CA 91355-1081 Telephone: (661) 259-9000 Facsimile: (661) 554-7088 Email: myoung@dywlaw.com About Megna Megna Pacific Dreams at Oxnard Shores, Inc. owns a single family residence located at 860 Mandalay Beach Road, Oxnard, Calif. Megna filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-10647) on April 22, 2024, with $1 million to $10 million in both assets and liabilities. Judge Martin R. Barash oversees the case. Young & Williams, LLP is the Debtor's legal counsel. MIDCONTINENT COMMUNICATION: Moody's Rates New $650MM Notes 'B3' --------------------------------------------------------------- Moody's Ratings assigned a B3 rating to Midcontinent Communication's ("Midcontinent" or "the company") planned issuance of $650 million in new senior unsecured notes (due 2032). The B1 Corporate Family Rating and B1-PD Probability of Default rating, as well as Ba2 rated senior secured credit facility are unaffected by the transaction. The outlook is stable. The financing will be used to principally pay a $300 million dividend to the company's owners (allocated based on their 50% pro rata share) pursuant to the extension of its partnership agreement, and repay the existing term loans and outstanding notes due 2027 which will be withdrawn at close. Moody's view the transaction as credit negative. While the maturity profile is improved and the company is also increasing the size of the revolving credit facility, Moody's expect debt (as adjusted by Moody's) to increase by over 30% and leverage by approximately 1.0x, PF for the close of the transaction, using the Last Twelve Months (LTM) ended Q1 2024 EBITDA (Moody's adjusted). PF gross leverage could rise to low 4x from 3.2x (on Moody's adjusted basis). Additionally, Moody's estimate incremental debt service costs of approximately $20 million, which approximates free cash flow in 2023 (Moody's adjusted). RATINGS RATIONALE The credit profile of the company reflects governance risk reflected in the CIS-4 Credit Impact Score (CIS) and G-4 governance Issuer Profile Score (IPS) with a tolerance for leverage at or above 4x for significant debt-financed dividends, during difficult macro-economic challenges and competitive dynamics. Concentrated ownership also creates some risk, including key-man. Strong and intensifying competitive dynamics increasingly constrains broadband subscriber growth and is driving sustained and high subscriber losses (and lower penetration rates) in video and voice. Free cash flows are constrained and very limited, primarily by high capital intensity (capex/revenue near mid 30% in 2023) due to significant multi-year investments to upgrade the network infrastructure to improve the quality of broadband service, including delivering faster speeds. Its small scale and limited geographic diversity with a regional footprint in just a couple of states in the Midwest is also a constraint. Supporting the credit profile is a very stable, predictable, and profitable business model (with EBITDA margins near mid-40%), with sustained demand drivers in residential and commercial broadband. The company maintains a strong market position in broadband with over 50% penetration (in homes passed), and is investing heavily in robust high-speed network upgrades to respond to competitive threats which should help defend its subscriber base and market share. The company's credit profile also benefits from its ownership by a much higher-rated, investment grade owner (Comcast Corporation, A3 stable) which holds a 50% equity interest. Moody's expect Midcontinent to maintain good liquidity over the next 12 months. The Company has positive internal sources of liquidity (cash and operating cash flow), a large and mostly undrawn revolving credit facility, and significant covenant headroom. Alternate liquidity is limited a partially secured capital structure. Moody's rate the senior secured credit facility Ba2, two notches above the B1 CFR with the benefit of loss absorption attributable to the unsecured notes which are rated B3, two notches below the CFR, given its subordination to the senior secured capital. The instrument ratings reflect the probability of default of the Company, as reflected in the B1-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt in the capital structure, and the particular instruments' ranking in the capital structure. The stable rating outlook reflects Moody's expectation that revenue will be flat to down marginally, but EBITDA will expand by low to mid-single-digit percent over the next 12-18 months supported by a favorable mix shift to higher-margin broadband, and rising pricing. Moody's expect EBITDA margins to rise marginally but remain in the mid 40% range but, while leverage could fall below 4x to the high 3x range. Free cash flow will be limited by high capital intensity (with capex to revenue falling to the mid 20% range). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Constrained free cash flow limits upward ratings momentum. However, Moody's could consider positive ratings pressure if Debt/EBITDA (Moody's adjusted leverage ratio) is sustained below 3.5x and retained free cash flow to net debt (Moody's adjusted) is sustained above 20%. An upgrade would also be conditional on the expectation for steady revenue and earnings growth and improving liquidity. Moody's could consider a downgrade if Debt/EBITDA (Moody's adjusted leverage ratio) is sustained above 4.5x or retained free cash flow to net debt (Moody's adjusted) is sustained below 15%. A negative rating action could also be considered if liquidity or performance worsened, financial policy turned more aggressive, or there was a material decline in market scale or position. Headquartered in Sioux Falls, South Dakota, Midcontinent Communications provides video, high speed data, and voice services to residential and commercial customers in the states of Kansas, Minnesota, North Dakota, South Dakota, and Wisconsin. Through a partnership arrangement, Comcast Corporation owns a 50% common equity interest in Midcontinent. Revenue for the twelve months ended March 31, 2024 was approximately $723 million. The principal methodology used in this rating was Telecommunications Service Providers published in November 2023. MOBROWNSTONE REALTY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Mobrownstone Realty LLC 78 Hoyt Street Brooklyn, NY 11201 Business Description: Mobrownstone Realty is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43383 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212-286-1884 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mohamed B. Mohamed as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CZZQFXA/Mobrownstone_Realty_LLC__nyebke-24-43383__0001.0.pdf?mcid=tGE4TAMA MOUNTAIN EXPRESS: Fams Petro Suit Remanded to N.J. Superior Court ----------------------------------------------------------------- Judge Georgette Castner of the United States District Court for the District of New Jersey remanded the case captioned as MOUNTAIN PORTFOLIO OWNER NJ, LLC, Plaintiff, v. FAMS PETRO LLC, et al., Defendants, Case No. Civil Action No. 24-07685 (GC) (IBD) (D.N.J.) to the Superior Court of New Jersey. On July 10, 2024, Defendant Fams Petro, LLC, removed this case from the Superior Court of New Jersey, Ocean County. The basis asserted for this Court's subject-matter jurisdiction is federal question jurisdiction pursuant to 28 U.S.C. Sec. 1331. The Verified Complaint appended to the notice of removal alleges that Plaintiff Mountain Portfolio Owner NJ, LLC, leased a commercial property in Tuckerton, New Jersey, to Defendant Fams Petro, LLC, as a Sunoco fuel station. Plaintiff alleges that Defendant failed to pay the required monthly rent and has not complied with a Notice to Quit and Demand for Possession. Plaintiff demands "judgment for possession." On July 17, 2024, the Court issued an Order to Show Cause that noted that it had identified no federal question on the face of the Verified Complaint. Accordingly, the Court directed the parties to show cause in writing why the matter should not be remanded to the Superior Court of New Jersey for lack of subject-matter jurisdiction. On July 26, 2024, the parties responded. Plaintiff argues that removal "is entirely baseless and without merit." Plaintiff contends that the "claims for relief . . . are entirely based in New Jersey state law, specifically under statute N.J.S.A. 2A:18-53, which provide for grounds for tenant removal." Plaintiff further contends that Defendant removed the case to federal court "in a futile attempt to forestall their eviction." Plaintiff asks that the Court award it fees and costs under 28 U.S.C. Sec. 1447(c) for the "baseless" removal. Defendant alleges that Plaintiff entered into a lease agreement with non-party Mountain Express Oil Company for the commercial property at issue. Mountain Express allegedly then sublet the property to Defendant. In March 2023, Mountain Express filed a chapter 11 bankruptcy proceeding that was converted into a still-pending chapter 7 proceeding. In August 2023, the United States Bankruptcy Court for the Southern District of Texas issued an order terminating all non-residential leases held by Mountain Express and retaining exclusive jurisdiction as to issues arising from its order. Defendant argues that because the bankruptcy court retained exclusive jurisdiction, this case may be removed to the district court so it may then be transferred to bankruptcy court for a determination "as to whether or not the sublease by and between [Mountain Express] and Defendant was terminated." The Court points out removal of a suit from state to federal court is proper only if the federal court to which the action is removed would have had original jurisdiction over the matter. To maintain subject-matter jurisdiction over a lawsuit, the Court must either have diversity jurisdiction, 28 U.S.C. Sec. 1332, or federal question jurisdiction, 28 U.S.C. Sec. 1331. A district court has federal question jurisdiction over all civil actions arising under the Constitution, laws, or treaties of the United States. The removing party maintains the burden of proving that the district court has subject-matter jurisdiction. Judge Castner says, "Here, Defendant has offered no valid basis for this Court's subject-matter jurisdiction. It is undisputed that the Verified Complaint, on its face, does not confer federal question jurisdiction. Because jurisdiction is determined based on a plaintiff's well-pleaded complaint, no federal jurisdiction exists." "Notwithstanding the absence of a federal question on the face of the complaint, Defendant argues that the complaint implicates an issue that is subject to the exclusive jurisdiction of the bankruptcy court for the Southern District of Texas. No case law is cited by Defendant to indicate that this is enough to confer federal jurisdiction over the complaint. Indeed, no explanation is offered as to why Defendant could not move before the Superior Court of New Jersey to either dismiss or stay the case in favor of the alleged jurisdiction of the federal bankruptcy court. In any event, Defendant's argument appears, at most, to be either a counterclaim or a defense to Plaintiff's state-law claims, and it is well settled that a counterclaim or defense that implicates a federal issue does not confer federal question jurisdiction." Finally, the Court will remand the matter without an award of costs and fees to Plaintiff. Although the Court "may require payment of just costs and any actual expenses, including attorney fees, incurred as a result of the removal," 28 U.S.C. Sec. 1447(c)," it will not do so in this case. Without prompting from Plaintiff, the Court swiftly identified the subject-matter defect, and it issued its Order to Show Cause. Plaintiff was not compelled to move for remand or to incur substantial costs. While Defendant's argument for federal jurisdiction was not meritorious, the Court cannot conclude on the present record that Defendant "lacked an objectively reasonable basis for seeking removal." A copy of the Court's decision dated July 30, 2024, is available at https://urlcurt.com/u?l=1k4jo3 About Mountain Express Oil Company Mountain Express Oil Company and its affiliates operated in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, MEX and its affiliates at one time served 828 fueling centers and 27 travel centers across 27 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by Michael Healy, as chief restructuring officer, the Debtor disclosed up to $500 million in assets and liabilities. Judge David R. Jones initially presided over the jointly administered cases. They were later reassigned to Judge Eduardo V. Rodriguez. Pachulski Stang Ziehl & Jones LLP represented the Debtor as legal counsel. The Debtors also tapped FTI Consulting, Inc. as financial advisor, Raymond James Financial, Inc. as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing, and solicitation agent and administrative advisor. The cases were converted to Chapter 7 proceedings in August 2023. NATIONAL SECURITY: A.M. Best Cuts FS Rating to B(Fair) ------------------------------------------------------ AM Best has downgraded the Financial Strength Rating (FSR) to B (Fair) from B++ (Good) and the Long-Term Issuer Credit Rating (Long-Term ICR) to "bb" (Fair) from "bbb" (Good) of National Security Fire and Casualty Company (NSFC). AM Best also has downgraded the FSR to B- (Fair) from B+ (Good) and the Long-Term ICR to "bb-" (Fair) from "bbb-" (Good) of NSFC's wholly owned subsidiary, Omega One Insurance Company, Inc. (Omega). In addition, AM Best has downgraded the FSR to B (Fair) from B++ (Good) and the Long-Term ICR to “bb” (Fair) from "bbb" (Good) of NSFC's affiliated life/health insurer, National Security Insurance Company (NSIC). Concurrently, AM Best has maintained the under review with negative implications status for these Credit Ratings (ratings). All companies are domiciled in Elba, AL and are subsidiaries of VR Insurance Holdings, Inc. (VR Holdings). The ratings of NSFC reflect its balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and appropriate enterprise risk management (ERM). The rating downgrades for NSFC reflect its poor operating results in 2023, due to an increase in the frequency and severity of weather events, which in conjunction with the significant operating losses at its sister company, NSIC, resulted in a material loss of GAAP equity, an increase in financial leverage, weak interest coverage measures and an overall decline in the financial flexibility of VR Holdings. This resulted in a negative holding company assessment and subsequent decline in NSFC's overall balance sheet strength assessment to adequate from strong. The ratings of NSIC reflect its balance sheet strength, which AM Best assesses as weak, as well as its adequate operating performance, limited business profile and appropriate ERM. The rating downgrades for NSIC reflects a downward revision in its balance sheet strength assessment to weak from adequate following a material decline in risk-adjusted capitalization and absolute surplus in 2023 and through the first quarter of 2024, as a result of a change in reserving practice for its multi-year guaranteed annuity product line, which it started selling in early 2023. Although NSIC has taken actions to improve its risk-adjusted capitalization, including significantly reducing annuity growth beginning in the second quarter 2024, as well as looking for additional ways of enhancing capital, a significant amount of execution risk remains. The ratings of Omega reflect its balance sheet strength, which AM Best assesses as strong, as well as its marginal operating performance, very limited business profile, appropriate ERM and ratings drag from its immediate parent NSFC, as well as the overall decline in credit fundamentals of the consolidated group. The rating outlooks for all entities are being maintained at under review with negative implications status pending the close of a previously announced transaction under which the group will be acquired by PhenixFin, a publicly traded asset management company. The under review with negative implications status reflects the need for AM Best to fully assess the business strategy, financial and operational impacts on the group as a result of the proposed acquisition, as well as other capital raising initiatives. The ratings will remain under review with negative implications status until the transaction closes and AM Best has reviewed the group's strategy and capitalization plans. NAVIGATOR ACADEMY: S&P Rates 2024 Rev. Bonds 'BB', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' long-term rating to the Capital Projects Finance Authority, Fla.'s series 2024 educational facilities revenue bonds, issued for Navigator Academy of Leadership Inc. (consisting of Navigator Academy of Leadership Davenport and Navigator Academy of Leadership High School). The outlook is stable. "We assessed NAL Davenport's enterprise profile as adequate, characterized by a history of rapidly growing enrollment since its inception in 2019, a very healthy waitlist, solid academic performance, and good charter standing, albeit with a relatively short track record," said S&P Global Ratings credit analyst chase Ashworth. "We assessed the financial profile as vulnerable, despite solid current liquidity and a history of positive financial performance in most years, reflecting significant leverage following the issuance of the series 2024 bonds as well as our expectations that financial performance will moderate relative to audited fiscal 2024 results as the school executes its expansion plans." S&P said, "The stable outlook reflects our expectation that NAL Davenport will continue to have positive financial operations, assisting in the maintenance of solid liquidity levels, all while continuing to meet expanding enrollment projections. The stable outlook also reflects our expectation that the construction project will not experience any construction delays or cost overruns that could materially impact enrollment projections or financial operations." NCR VOYIX: Moody's Affirms 'B1' CFR, Outlook Remains Stable ----------------------------------------------------------- Moody's Ratings affirmed the credit ratings of NCR Voyix Corporation ("NCR Voyix"), including the B1 Corporate Family Rating, the B1-PD Probability of Default Rating, and the B2 senior unsecured ratings. The Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-1. The outlook remains stable. The affirmation follows the company's announcement that it has entered into a definitive agreement to sell its Digital Banking business for $2.45 billion, with an expected closing date of late 2024. The expectation is that the company will use a large portion of the after-tax sales proceeds to pay down debt. Concurrently, NCR Voyix also announced that it has entered into an agreement whereby Ennoconn Corporation will handle the design, manufacturing, fulfillment, delivery and warranty of its hardware products in what is known as an Original Design Manufacturing (ODM) partnership model. This will result in hardware revenue decreasing to a net revenue annual sales commission of about $100 million. The stable outlook reflects expectations of modest pro forma revenue growth and free cash flow approximating $150 million in FY 2025, tempered by near term transaction-related and restructuring costs that will pressure cash flow generation. RATINGS RATIONALE The B1 CFR reflects pro forma FY 2024 leverage of about 3.6x (Moody's adjusted), or about 4.2x, inclusive of $276 million of preferred equity, which can be redeemed by the holders during certain time periods every three years and carries a cash dividend of about 5.5%. Given the more prominent proportion of software revenues pro forma for the transaction, Moody's also consider leverage after expensing capitalized software development costs, a common practice for software rated issuers. Under that calculation, pro forma debt-to-EBITDA for FY 2024 approximates 4.9x, or about 5.8x inclusive of preferred equity. Besides moderately elevated leverage, the rating also reflects modest growth prospects, given the company's main presence on the enterprise point-of-sale (POS) and self-checkout (SCO) markets for retailers and restaurants, with soft prospects for notable site growth. The planned divestiture of the Digital Banking business, which is expected to grow in the high single digit range, further impacts the growth dynamics. The reduced diversification from the planned sale, which had already been decreased a year ago with the spin-off of the ATM business into a new publicly-traded company, NCR Atleos LLC, is also a factor in the credit profile. The expectation of continued restructuring and transformation costs in the near term, which have been a recurring theme in recent years, also informs Moody's credit view. On the other hand, the company maintains strong market positions in POS and SCO software and systems, especially among retail and restaurant customers with 50+ locations. Additionally, the company has made good progress in converting customers to its cloud-based commerce platform, with approximately 18% of retail and restaurant sites currently on the platform vs. closer to 11% a year ago. Platform conversions come with higher Average Revenue Per Unit (ARPU) and more predictable revenue streams. The company's planned adoption of the ODM manufacturing model will result in greater revenue stability, with close to 80% of revenue being recurring software and services post-transaction vs. the current 50%. The remaining non-recurring revenue will be a combination of perpetual software license sales, hardware sales commissions, and non-recurring installation services. Liquidity is very good, as denoted by the SGL-1, and is supported by an estimated pro forma cash balance of approximately $250 million, a $500 million revolving credit facility, expectations of over $150 million of free cash flow per annum, after payment of about $15 million of preferred dividends, and no near term maturities. The company has a book reserve environmental liability of about $150 million, which could reduce cash flows in the next few years, but Moody's expect its current cash sources to be sufficient to cover this contingent liability. The revolving credit facility contains a maximum net leverage covenant of 4.5x. Moody's expect the company to maintain ample headroom under this test. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if financial leverage (calculated inclusive of preferred stock) is sustained below 4x and free cash flow-to-(debt plus preferred stock) is maintained consistently near 10%, while the company increases its annual recurring revenue by converting customers to the SaaS platform and achieves annual revenue growth. A cleaner EBITDA number with fewer cash costs added back is also an upgrade factor. The ratings could be downgraded if financial leverage (calculated inclusive of preferred stock) is maintained above 5x, and/or in the event of consistent organic revenue or margin decline, weakened cash flow generation, or aggressive financial strategy. The B2 rating on the senior unsecured notes reflects the borrower's B1-PD PDR and an average expected family recovery rate of 50% at default, reflective of the mix of secured debt and unsecured notes in the capital structure. With the planned transaction, the company plans to pay off the existing $192.5 million senior secured term loan (unrated). The remaining $500 million senior secured revolving credit facility (also unrated) as well as the priority and foreign accounts payable rank above the senior unsecured notes in the debt waterfall and result in the notes' rating being one notch below the CFR. NCR Voyix is a leading global financial technology company, providing POS and SCO solutions to retail and restaurant merchants. Pro forma for the sale of the Digital Banking business, estimated 2024 revenue is approximately $2.15 billion. The principal methodology used in these ratings was Diversified Technology published in February 2022. OCEAN POWER: Sets Aug. 30 Special Meeting to Vote on Share Increase ------------------------------------------------------------------- Ocean Power Technologies, Inc. reminds stockholders that a Special Meeting of the Stockholders of OPT will be held at 9 a.m. Eastern time on August 30, 2024, in virtual format only at www.cesonlineservices.com/optt24_vm, for the purpose of voting on proposals to: (i) approve an amendment to OPT's Certificate of Incorporation to increase the number of authorized shares of common stock, par value $.001 per share, from 100,000,000 to 200,000,000, and (ii) approve an adjournment of the Special Meeting from time to time, if necessary or appropriate (as determined in good faith by the Board or a committee thereof), to solicit additional proxies if there are not sufficient votes in favor of the charter amendment proposal. OPT desires to authorize additional shares of common stock to ensure that enough shares will be available in the event the Board of Directors determines that it is necessary or appropriate to: (i) raise additional capital through the sale of equity securities to fund capital investments and international expansion to continue to grow our business, consistent with our strategic plan, (ii) acquire another company or its assets, (iii) provide equity incentives to employees and officers, (iv) permit future stock splits in the form of stock dividends; or (v) satisfy other corporate purposes. The availability of additional shares of common stock is particularly important in the event that the Board of Directors needs to undertake any of the foregoing actions on an expedited basis and thus to avoid the time and expense of seeking stockholder approval in connection with the contemplated issuance of common stock. About Ocean Power Technologies Ocean Power Technologies, Inc. -- http://www.OceanPowerTechnologies.com/-- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. The Company's PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also offers WAM-V autonomous surface vessels (ASVs) and marine robotics services. The Company's headquarters is located in Monroe Township, New Jersey, with an additional office in Richmond, California. Ocean Power Technologies reported a net loss of $27.48 million for the fiscal year ended April 30, 2024, compared to a net loss of $26.33 million for the year ended April 30, 2023. As of April 30, 2024, the Company had $28.70 million in total assets, $9.36 million in total liabilities, and $19.34 million in total shareholders' equity. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 25, 2024, citing that the Company has recurring net losses and net cash flow used in operations that raise substantial doubt about its ability to continue as a going concern. ONEMAIN FINANCE: S&P Rates New $500MM Senior Unsecured Notes 'BB' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' rating to OneMain Finance Corp.'s (OMFC) proposed $500 million senior unsecured notes due 2031. OMFC is a direct, wholly owned subsidiary of OneMain Holdings Inc. (OneMain). The notes will be guaranteed on an unsecured basis by OneMain. The company intends to use the net proceeds from this issuance to grow its portfolio of new or existing loans that meet the eligibility criteria of the Social Bond Framework and for general corporate purposes, which may include debt repurchases or debt repayments. Pro forma for this unsecured issuance and additional draw on its conduit facilities ($351 million outstanding as of Aug. 9, 2024) and credit card variable funding note facilities ($50 million outstanding as of Aug. 9, 2024), S&P expects leverage to be 6.2x-6.4x, slightly higher than 6.0x-6.2x at quarter-end June 2024. While the leverage is above S&P's base-case expectation of 5.5x-6.0x, it is mostly because the company closed on its Foursight acquisition which added about $850 million in debt. Growing equity and potential debt paydowns could offset the increase during the third quarter. However, the company has very little cushion to our 6.5x rating downside threshold. For the second quarter ended June 30, 2024, OneMain's unencumbered assets to unsecured debt ratio was about 1.06x. S&P said, "Proforma for this transaction, we expect unencumbered assets to unsecured debt ratio to remain between 1.0x-1.1x. If the company's unsecured debt becomes greater than its unencumbered assets, we would notch down the issue rating by one notch to 'BB-'." For the six months ended June 30, 2024, the company's personal loans net charge-off ratio increased to 8.56% from 7.73% a year ago. In addition, the ratio of 30 days or more delinquent loans was 5.45%. For credit cards, the ratio of 30-plus days delinquent loans was around 10.8%. For 2024, OMF expects net charge-offs to be 7.7%-8.3%, a level exceeding its long-term goal of 6%-7%. S&P thinks rising net charge-offs could be a potential risk, and will continue to monitor for any earnings erosion from deteriorating credit. S&P said, "The stable outlook on OneMain indicates our expectation that in the next 12 months the company will keep its competitive position in nonprime consumer lending and operate with leverage of 4.5x-6.0x, although our base-case assumption is between 5.5x and 6.0x. We expect the company to maintain adequate liquidity, manageable net charge-offs of about 8%, and its existing funding mix. "We could lower our ratings over the next 12 months if debt to adjusted total equity (ATE) rises above 6.5x or if net charge-offs substantially rise above our base-case expectation and erode earnings. We could also lower the ratings if regulatory actions impede OneMain's business, the company takes on large debt-funded initiatives, or if competition increases in the nonprime consumer lending industry such that risk-adjusted yields decline and weaken earnings." An upgrade is unlikely over the next 12 months. ORBIT MARKETING: Taps Butzel Long PC as Special Litigation Counsel ------------------------------------------------------------------ Orbit Marketing, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Butzel Long, PC as its special litigation counsel. The firm will perform specified legal services that are necessary as the Debtor is engaged in significant and complex commercial litigation that requires an experienced litigation attorney who has knowledge of and developed the theories of recovery in the case. The Debtor will pay an hourly fee of $425 for any work done by Daniel J. Hatch or other equity partners in the firm, though some may bill at higher rates. The Debtor further agrees to pay hourly fees of $325 or the customary rate Butzel Long, P.C. charges for the various other attorneys who may staff the file. As disclosed in court filings, the members and associates of Butzel are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel J. Hatch, Esq. Butzel Long, PC 300 Ottawa Avenue, N.W., Suite 620 Grand Rapids, MI 49503 Tel: (616) 752-7224 Email: hatchd@butzel.com About Orbit Marketing Orbit Marketing, LLC is a solar power solutions provider in Southwest Michigan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01123) on April 27, 2024. In the petition signed by Joshua L. Thompson, sole member, the Debtor disclosed $5,117,054 in assets and $9,699,929 in liabilities. Judge Scott W. Dales oversees the case. The Debtor tapped James R. Oppenhuizen, Esq., at Oppenhuizen Law Firm, PLC as legal counsel and David Jewell, CPA, at Yeo & Yeo, PC as financial consultants. OUR WICKED LADY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Our Wicked Lady LLC 153 Morgan Avenue Brooklyn, NY 11237 Business Description: Our Wicked Lady is a venue of rehearsal space, art studios & rooftop bar with live music, films & snacks. Chapter 11 Petition Date: August 14, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43390 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: John Lehr, Esq. JOHN LEHR, P.C. 1979 Marcus Avenue 210 New Hyde Park NY 11042 E-mail: jlehr@johnlehrpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Keith Hamilton as managing member. 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/D2FAVNI/Our_Wicked_Lady_LLC__nyebke-24-43390__0001.0.pdf?mcid=tGE4TAMA OVAINNOVATIONS LLC: Hearing to Approve Bid Rules Set for Aug. 23 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Wisconsin is set to hold its next hearing on the bid rules proposed by OvaInnovations, LLC on Aug. 23. OvaInnovations and its affiliates are selling some of their assets, including the real estate and facility in Adrian, Mich., finished goods inventory, and equipment at the facility owned by the companies. Also included in the sale are the equipment leased by the companies from CSC Leasing and Camber Road. The proposed bid rules set a Sept. 6 deadline for interested buyers to place their bids on the assets. Bidders are required to provide a cash deposit equal to 10% of the purchase price to be paid. An auction will be conducted if the companies receive offers by the bid deadline. Last month, the companies inked an agreement with Veos USA, Inc., under which the latter agreed to serve as the stalking horse bidder. A stalking horse bidder sets the price floor for bidding in an auction. The agreement provides for the sale of the Adrian facility and equipment owned by the companies for $3.406 million, plus $1.00 per pound for the inventory. The sale price for the leased equipment is yet to be determined. In the event Veos USA is not selected as the winning bidder at the auction, the proposed stalking horse bidder will receive a break-up fee of $100,000 and expense reimbursement of up to $100,000, according to the sale agreement. The sale agreement is subject to approval by the bankruptcy court. About OvaInnovations LLC Madison, Wis.-based OvaInnovations, LLC and its affiliates, Anada Inc. and Crimson Holdings, LLC, filed Chapter 11 petitions (Bankr. W.D. Wis. Lead Case No. 24-10663) on April 8, 2024. At the time of the filing, OvaInnovations reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Thomas M. Lynch oversees the cases. The Debtors tapped Kristin J. Sederholm, Esq., at Krekeler Law, SC, as bankruptcy counsel; Frost, PLLC as accountant; and SSG Advisors, LLC as investment banker. The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Richman & Richman, LLC and Miller, Canfield, Paddock and Stone, PLC. OVIEDO-CLERMONT ROOFING: Unsecureds to Split $687K over 3 Years --------------------------------------------------------------- Oviedo-Clermont Roofing Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated July 25, 2024. The Debtor is the result of the purchase of the operations of two renowned family-owned roofing & construction companies, Oviedo Roofing and Clermont Roofing, that prioritize excellence in both construction and roofing services throughout Central Florida. The Debtor was formally formed in May 2022 because of this consolidation and purchase. The Debtor conducts its operations from 802 S Hwy 27, Minneola, Florida 34715 which it leases from an affiliate entity for market rent. The Debtor is owned by Mr. Richard G. Moriarty, III and Mrs. Sonda L. Moriarty who are the Debtor's shareholders, and each are owned equally at 50%. In recent months, cash flow has become a real issue for the Debtor. Increase in competition for services in the Central Florida area, current economic conditions, inflation, the lack of storm related work and changes in the interest rate under the Customer Bank loan facility (variable rate) resulted in the Debtor becoming delinquent on its obligations to Customer Bank and the seller's principal, Patrick Scott. 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 2 consists of all Allowed General Unsecured Claims against the Debtor. As set forth in the Debtor's financial projections, the Debtor's projected disposable income is $687,109.30. 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 $687,109.30 paid pursuant to the following payment schedule, which payments shall commence on the Effective Date: * Quarters 1 through 4 (Plan Year 1): $57,259.11 per quarter. * Quarters 5 through 8 (Plan Year 2): $57,259.11 per quarter. * Quarters 9 through 12 (Plan Year 3): $57,259.11 per quarter. In a liquidation scenario, the value received by holders of Allowed Class 2 Claims would be $0.00. In addition to the annual Distributions outlined herein, Class 2 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 2 Claimholders shall be equal to the total amount of all Allowed Class 2 General Unsecured Claims. Class 2 is Impaired. Class 3 consists of all equity interests in the Debtor. Class 3 Interest Holders shall retain their respective Interests in the same proportions such Interests were held as of the Petition Date. Class 3 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 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 25, 2024 is available at https://urlcurt.com/u?l=N7qTQd from PacerMonitor.com at no charge. Counsel for the Debtor: Robert E. Eggman, Esq. Latham, Luna, Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 Email: jluna@lathamluna.com About Oviedo-Clermont Roofing Oviedo-Clermont Roofing, Inc. is a family-owned construction and roofing company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02058) on April 26, 2024. In the petition signed by Richard G. Moriarty, III, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lori V. Vaughan oversees the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP represents the Debtor as legal counsel. PAGE HOUSING: Hires Cunningham Chernicoff as Counsel ---------------------------------------------------- Page Housing Group, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Cunningham, Chernicoff & Warshawsky, P.C. as Counsel. The firm will provide these services: a. give the Debtor legal advice regarding its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. prepare and file on behalf of the Debtor, as Debtor-in-Possession, the original Petition and Schedules, and all necessary applications, complaints, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor, as Debtor-in-Possession, which may be necessary. The firm will be paid at these rates: Robert E. Chernicoff $450 per hour Partners $400 to $450 per hour Associate Attorneys $225 to $350 per hour Paralegals $100 to $175 per hour The Debtor paid the firm a retainer in the amount of $3,032. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert E. Chernicoff, Esq., a partner at Cunningham, Chernicoff & Warshawsky, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert E. Chernicoff Cunningham, Chernicoff & Warshawsky, P.C. 2320 North Second Street P. O. Box 60457 Harrisburg, PA 17106-0457 Tel: (717) 238-6570 About Page Housing Group, LLC Page Housing Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 24-01803) on July 23, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Mark J. Conway presides over the case. Robert E. Chernicoff, Esq., at Cunningham and Chernicoff PC represents the Debtor as legal counsel. QUOROM HEALTH: Moody's Appends 'LD' Designation to PDR ------------------------------------------------------ Moody's Ratings appended a limited default ("/LD") designation to Quorum Health Corporation's ("Quorum Health") Ca-PD Probability of Default Rating changing it to Ca-PD/LD from Ca-PD. There is no change to the company's Ca Corporate Family Rating, senior secured term loan rating of Ca and the negative outlook. The /LD designation appended to the PDR will be removed in three business days. In March 2024, Quorum has amended its credit agreement with its lenders where the company was allowed extra time to fulfill its April and July 2024 interest payment obligations. Since the amendment, the company has paid its April interest in full within the revised timeframe. Quorum has also paid its first July 2024 interest installment and it intends to pay the remaining August installment within the revised timeframe allowed under the amended credit agreement. Moody's note that the delayed interest payment, in line with the revised terms, does not constitute an event of default under the lenders' definition. However, Moody's view the company's failure to pay full interest within the grace period provided in the original credit agreement as a limited default under Moody's definition. Quorum Health's Ca Corporate Family Rating reflects Moody's view that the company's probability of default is very high over the near term. Moody's expect that Quorum health will continue to burn cash in 2024 and it will have to accelerate the sale of its assets to meet its financial obligations. The rating also reflects Quorum's concentration of profits in a few markets and cash flow volatility created by exposure to state supplemental Medicaid programs. The Ca Corporate Family Rating is supported by the availability of hospital assets that can be sold to generate cash. Quorum Health Corporation is an operator and manager of hospitals and outpatient services in non-urban areas of the US. As of Mach 31, 2024, the company operated 10 hospitals in rural and mid-sized markets in 9 states. Revenue for the 12 months ended on March 31, 2024, was approximately $967 million. The company is majority-owned by GoldenTree Asset Management. RESCUE MISSION: Faces Castillero Suit in Cal. Super. ---------------------------------------------------- A class action has been filed against Rescue Mission Alliance, captioned as ALICIA CASTILLERO, individually and on behalf of all others similarly situated, Plaintiff v. RESCUE MISSION ALLIANCE, Case No. 2024CUOE026784 (Cal. Super., Ventura Cty., July 2, 2024). The case is assigned to Hon. Ben Coats. Rescue Mission Alliance is a Christian Non-Profit organization ministering to the needs of the less fortunate in Southern California through emergency and long-term rehabilitation services. [BN] The Plaintiff is represented by: Seung Lyun Yang 355 S Grand Ave., Ste 1450 Los Angeles, CA 90071-3152 Tel: (213) 985-1150 RESIDENT RESEARCH: Hires Essex Richards as Bankruptcy Counsel ------------------------------------------------------------- Resident Research LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Essex Richards, P.A. as bankruptcy counsel. The firm will provide these services: a. provide legal advice concerning the responsibilities as a Chapter 11 debtor-in-possession and the continued management of the its business; b. negotiate, prepare and pursue confirmation of a Chapter 11 plan and approval of disclosure statement, and all related reorganization agreements and or documents; c. prepare all necessary motions, applications, reports, orders, objections and the like associated with prosecuting the Chapter 11 case; d. prepare and appear in Bankruptcy Court to protect the Debtor's best interest; e. preform and the appear in Bankruptcy Court to protect the Debtor's best interest; and f. prosecute and defend the Debtor in all adversary proceedings related to the base case. The firm will be paid at these rates: John C. Woodman $400 per hour David DiMatteo $300 per hour Paralegal $135 per hour Staff $65 per hour The firm will be paid a retainer in the amount of $16,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John C. Woodman, Esq., a partner at Essex Richards, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John C. Woodman, Esq. ESSEX RICHARDS PA 1701 South Boulevard Charlotte, NC 28203 Tel: (704) 37-7-43x00 Fax: (704) 37-2-13x57 Email: jwoodman@essexrichards.com About Resident Research Resident Research LLC provides organizations large and small resident and employment screening solutions. The primary goal of Debtor is to assist landlords and property managers in identifying and thereby eliminating delinquent tenants as potential renters. Resident Research LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-30533) on June 21, 2024. In the petition signed by David Plank, as member, the Debtor reports total assets of $2,439,105 and total liabilities of $3,751,297. The Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by John C. Woodman, Esq. at ESSEX RICHARDS PA. RETO ECO-SOLUTIONS: All Proposals Approved at Annual Meeting ------------------------------------------------------------ ReTo Eco-Solutions, Inc. held its 2024 Annual General Meeting of Shareholders. The record date for the Meeting was June 20, 2024. As of the record date, the Company had 3,801,608 common shares outstanding and entitled to vote at the Meeting. At the Meeting, the Company's shareholders approved the proposals to: (i) elect Tonglong Liu and Baoqing Sun as Class B directors of the Company, each to serve a term expiring at the annual meeting of shareholders in 2027 or until their successors are duly elected and qualified; (ii) ratify the appointment of YCM CPA, Inc. as the Company's independent registered public accounting firm for the year ending December 31, 2024; (iii) approve the amendment and restatement of the Company's amended Memorandum and Articles of Association to, among other things, (a) redesignate the existing common shares, par value US$0.10 each, as Class A shares, par value US$0.10 each, with the same rights as the existing common shares and (b) create an additional 2,000,000 shares each to be designated as Class B shares, par value US$0.01 each, with each share to entitle the holder thereof to 1,000 votes but with transfer restrictions, pre-emption rights and no right to any dividend or distribution of the surplus assets on liquidation; and (iv) issue 1,000,000 Class B Shares to REIT International Development (Group) Co., Limited at par value. About ReTo Eco-Solutions ReTo Eco-Solutions, Inc., through its operating subsidiaries in China, is engaged in the manufacture and distribution of eco-friendly construction materials (aggregates, bricks, pavers, and tiles), made from mining waste (iron tailings), as well as equipment used for the production of these eco-friendly construction materials. In addition, the Company provides consultation, design, project implementation, and construction of urban ecological protection projects through its operating subsidiaries in China. The Company also provides parts, engineering support, consulting, technical advice and service, and other project-related solutions for its manufacturing equipment and environmental protection projects. Irvine, California-based YCM CPA, Inc., the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company recorded an accumulated deficit as of Dec. 31, 2023, and the Company currently has a net working capital deficit, continued net losses, and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2023, ReTo Eco-Solutions had $25.2 million in total assets, $20.4 million in total liabilities, and $4.9 million in total shareholders' equity. Total net loss amounted to approximately $16.1 million, $15.4 million and $22.1 million for the year ended December 31, 2023, 2022 and 2021, respectively. SEASONAL LANDSCAPE: Taps Springer Larsen as Bankruptcy Counsel -------------------------------------------------------------- Seasonal Landscape Solutions Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Springer Larsen Greene, LLC as counsel. The Debtor requires legal counsel to: (a) consult with the Debtor concerning its powers and duties, the continued operation of its business and management of the financial and legal affairs of its estate; (b) consult with the Debtor and with other professionals concerning the negotiation, preparation and prosecution of a Chapter 11 plan and disclosure statement; (c) confer and negotiate with creditors and other parties in interest concerning the Debtor's financial affairs and property, Chapter 11 plans, claims, liens, and other aspects of the Debtor's Chapter 11 case; (d) appear in court and prepare legal papers; and (e) provide other necessary legal services. The firm will be paid at these rates: Richard G. Larsen $465 per hour Thomas E. Springer $475 per hour The Debtor paid $11,717 to the law firm as a retainer fee. Richard G. Larsen, Esq., a partner at Springer Larsen Greene, LLC, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard G. Larsen, Esq. Springer Larsen Greene, LLC 300 S. County Farm Road, Suite, Suite G Wheaton, IL 60187 Tel: (630) 510-0000 Email: rlarsen@springerbrown.com About Seasonal Landscape Solutions Inc. Seasonal Landscape Solutions Inc. specializes in residential design-build landscaping. Seasonal Landscape Solutions Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08880) on June 17, 2024. In the petition signed by Andy Wiltberger, as president, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Janet S. Baer oversees the case. The Debtor is represented by Richard G Larsen, Esq. at SPRINGERLARSEN, LLC. SENSORLOGIC INC: Christy Brandon Named Subchapter V Trustee ----------------------------------------------------------- The Acting U.S. Trustee for Region 18 appointed Christy Brandon, Esq., a practicing attorney in Bigfork, Mont., as Subchapter V trustee for Sensorlogic, Inc. Ms. Brandon will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Brandon declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christy L. Brandon P.O. Box 1544 Bigfork, MT 59911 Phone: (406) 837-5445 Email: christy@brandonlawfirm.com About Sensorlogic Inc. Sensorlogic, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 24-20112) on August 8, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Benjamin P. Hursh presides over the case. Matthew F. Shimanek, Esq., at Shimanek Law, PLLC represents the Debtor as bankruptcy counsel. SHEPHERD-HULDY DEVELOPMENT: Property Sale/Refinance to Fund Plan ---------------------------------------------------------------- Shepherd-Huldy Development I, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement describing Plan of Reorganization dated July 26, 2024. The Debtor is a Texas limited liability company founded on April 26, 2018. The Debtor's primary asset is an office building located at 2419 S Shepherd Dr. Houston, Texas 77019 (the "Property"). The Debtor filed for bankruptcy protection under Chapter 11 to protect and preserve the Property and its ability to pay creditors by enabling it to reorganize and restructure its financial affairs to fund operations and payments to creditors. To satisfy the Lender's and other creditors' claims, the Debtor may market the Property for sale to a third party or seek refinancing of Lender's claim from other lenders. The Debtor will continue to manage and operate the Property until any potential refinancing or sale is closed. The Plan provides for the marketing and sale and/or refinance of the Property within 12 months of the effective date, at which time the allowable claims of the creditors shall be paid in order of their priority as set forth in the Plan. Class 5 consists of General Unsecured Claims. The Debtor will pay any Allowed General Unsecured Claims after the payment of all Class 1 4 Claims, pro rata, within 12 months of the Effective Date or upon the sale of the Property or the refinance of the debt on the Property, whichever date is earlier in time. The Debtor reserves the right to dispute the claim of any creditor unless expressly stated in this plan. Class 5 Allowed Claims are impaired by the Plan. Class 6 consists of Equity Interest Holders. The Debtor will pay any Allowed Claims to the equity interest holders after the payment of all Class 1-5 Claims, pro rata, within 12 months of the Effective Date or upon the sale of the Property or the refinance of the debt on the Property, whichever date is earlier in time. Class 6 Interests are Impaired by the Plan. The Plan shall be implemented by the Debtor using DIP Financing or cash collateral to market and maintain the Property and use real estate professionals to obtain sales offers for the Property or, alternatively, refinance the Loan on the Property. A full-text copy of the Disclosure Statement dated July 26, 2024 is available at https://urlcurt.com/u?l=VZ4Ido from PacerMonitor.com at no charge. Counsel to the Debtor: Kevin M. Madden, Esq. Law Offices Of Kevin Michael Madden PLLC 16310 State Highway 249, Unit 1304 Houston, Texas 77064 Phone: 281-888-9681 Fax: 832-538-0937 Email: kmm@kmaddenlaw.com About Shepherd-Huldy Development I Shepherd-Huldy Development I, LLC is a Texas limited liability company founded on April 26, 2018, with an office building located at 2419 S Shepherd Dr. Houston, Texas 77019 (the "Property"). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-32146) on May 6, 2024, with $1,000,001 to $10 million in assets and liabilities. Judge Jeffrey P. Norman presides over the case. Kevin M Madden, Esq., at the Law Offices Of Kevin Michael Madden PLLC, is the Debtor's legal counsel. SHIFT4 PAYMENTS: Moody's Ups CFR to B1 & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Ratings upgraded Shift4 Payments, Inc.'s (Shift4) corporate family rating by one notch to B1 from B2. Moody's also upgraded Shift4's probability of default rating by one notch to B1-PD from B2-PD and affirmed Shift4's senior unsecured notes at Ba3. Moody's also assigned a Ba3 rating to Shift4's wholly owned subsidiary Shift4 Payments, LLC's proposed issuance of senior unsecured notes. The Shift4 outlook was revised to positive from stable; the Shift4 Payments, LLC outlook is positive. Shift4 is an integrated payment processing and technology solutions provider. Shift4 intends to use the net proceeds of the proposed notes for general corporate purposes, including prefunding of upcoming debt maturities. Moody's expect the company to use the net proceeds to repay its convertible notes upon maturity in December 2025. The upgrade of the CFR to B1 from B2 reflects Moody's expectations for debt to EBITDA to decline to a low 4x level by year end 2024 and a strong double digit organic revenue growth rate over the next 12 to 18 months. Moody's anticipation for good interest coverage, high free cash flow as a percentage of debt, expanding profitability rates and a very good liquidity profile also provided support for the upgrade. RATINGS RATIONALE With the proposed note offering, pro forma debt to EBITDA (Moody's adjusted) at June 30, 2024 was approximately 5x. However, Moody's expect Shift4's leverage to decline over the next 12 to 18 months and remain at about 4x. Shift4's leverage profile could decline to around 3x, absent further debt raises. However, Moody's expect the company will continue to issue debt in order to invest organically, fund acquisitions, and return capital to shareholders. While Shift4 has not articulated an explicit financial leverage target, the company has steadily reduced debt to EBITDA from about 14x as of 31 December 2021 to about 4x at June 30, 2024 despite sizable outlays related to a fairly capital intensive business model including purchases of equipment to be leased, insourcing third party distribution to direct sales, and making acquisitions. Moody's expect Shift4 to continue to make investments in its business. However, these investments will be supported by the company's materially higher earnings and free cash flow generation. This expectation is supported by free cash flow rising from breakeven in 2021 to more than $350 million in the 12-month period ended June 30, 2024. Increased cash generation has been supported by a more than doubling of revenue and gross revenue less network fees (GRLNF) and an approximately 6 percentage point increase in EBITDA margin (Moody's adjusted). The SGL-1 rating reflects Moody's assessment of Shift4's liquidity profile as very good, supported by Moody's expectations for strong free cash flow generation over the next 12 to 15 months and pro forma available cash balances of approximately $600 million for repayment of the 2025 convertible notes as of June 30, 2024. Liquidity will be further supported by Shift4's concurrently proposed $450 million senior secured revolving credit facility expiring 2029. The senior unsecured notes are rated Ba3, one notch above the B1 CFR. The unsecured notes benefit from subsidiary guarantees that the company's senior unsecured convertible notes do not possess. As a result, the convertible notes provide uplift to the unsecured rating, partially offset by the size of the company's secured revolver. Over time and given Moody's expectation of Shift4's improving credit profile, Moody's expect the mix of debt to be less weighted towards convertible debt, and the unsecured rating to normalize with the CFR. The positive outlook reflects Moody's expectation of an average annual organic revenue growth rate in the low 20% range over the next two to three years, and approximately two percentage points of EBITDA margin expansion. Increased earnings generation will support leverage declining to around 4x within 12-18 months, depending on the size of the company's incremental debt raises ahead of coming maturities and any future acquisitions. Moody's expect Shift4's free cash generation to increase to around $400 to $500 million annually, or around mid- to high-teens as a percentage of debt (or low teens on a Moody's adjusted basis). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Shift4 demonstrates continued strong financial performance that would result in maintaining leverage below 4x, possibly also with articulation of an explicit leverage target. An upgrade would also be predicated on Shift4 maintaining a very good liquidity profile. The ratings could also be upgraded if, in addition to maintaining a more conservative financial policy, Shift4's revenue growth and margin accretion are materially above Moody's current expectations. The ratings could be downgraded if debt to EBITDA is expected to be sustained above 5x on more than a temporary basis. The ratings could also be downgraded if Shift4's revenue growth were to decelerate or if its adjusted EBITDA margin were to contract from current levels. Ratings could also be downgraded if liquidity degrades. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Shift4 (NYSE:FOUR), based in Allentown, PA and controlled by its founder, Jared Isaacman, is an integrated payment processing and technology solutions provider serving over 200,000 customers, primarily in the United States, although the company is expanding internationally. The company provides vertical-specific integrated solutions and proprietary point-of-sale (POS) software to restaurants, hotels, sports & entertainment, and other merchants. Customers are generally small and medium-sized enterprises (SME), but also include large enterprises. Moody's expect 2024 revenue of about $3.5 billion. SILVER STAR: Trustee Taps Ordinary Course Professionals ------------------------------------------------------- David Payne, the trustee appointed in the Chapter 11 case of Silver Star of Nevada, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to retain ordinary course professionals. These OCPs have provided legal, technical, accounting, consulting, and/or other related services to the Debtors, upon which they rely on to manage their day-to-day operations. The Debtors seek to pay OCPs 100 percent of the fees and expenses incurred. The Debtors do not believe that any of the OCPs have an interest materially adverse to them, their estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCPs' include: a. Reiger, Cox and Associates, PLLC -- Tax Accounting b. Pinnacle Energy Services, L.L.C. -- Reservoir Engineering Services c. Liberty Land Resources, LLC -- Land man About Silver Star of Nevada Silver Star of Nevada, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-10315) on Feb. 14, 2023, with $1 million to $10 million in both assets and liabilities. Charles V. Long, Jr., president of Silver Star of Nevada, signed the petition. Judge Sarah A. Hall oversees the case. Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, P.C. and Hall Estill, a professional corporation, serve as the Debtor's bankruptcy counsel and special counsel, respectively. On March 29, 2024, David R. Payne was appointed as trustee in this Chapter 11 case. He tapped D. R. Payne & Associates, Inc. as his accounting support staff and Michael E. Deeba, PLLC as financial advisor. SINGING MACHINE: Henry Nisser Steps Down as Director ---------------------------------------------------- The Singing Machine Company, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 2, 2024, Henry Nisser provided notice of his decision to resign from the Board of Directors of the Company, effective immediately. Mr. Nisser indicated to the Company that he wishes it and its shareholders well, but believes his other professional commitments make his service on the Company's board of directors impracticable. The Company wishes Mr. Nisser all the best in his future endeavors and thanks him for his contributions to the Company while a member of its board of directors. About The Singing Machine Company Headquartered in Fort Lauderdale, Fla., The Singing Machine Company -- http://www.singingmachine.com/-- is primarily engaged in the development, marketing, and sale of consumer karaoke audio equipment, accessories, and musical recordings. The Company primarily specializes in the design and production of karaoke and music-enabled consumer products for adults and children. Its mission is to "create joy through music." As of December 31, 2023, the Company had $27,715,000 in total assets, $20,137,000 in total liabilities, and $7,578,000 in total stockholders' equity. Philadelphia, Pennsylvania-based Marcum LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SMARTHOME VENTURES: Appointment of Chapter 11 Trustee Sought ------------------------------------------------------------ Merkury Innovations LLC and Chapford Credit Opportunities Fund, LP asked the U.S. Bankruptcy Court for the District of Delaware to appoint a Chapter 11 Trustee for SmartHome Ventures, LLC, doing business as Pepper. Pepper is the developer, owner, and manager of a product known as the Pepper IoT Platform (the "Platform"), which is comprised of certain hardware and software components that allow for the communication between various electronic devices and enables end users to access, manage, control and utilize their devices via an application for mobile devices. Merkury hired Pepper to develop a mobile application based on the Pepper UI/UX Framework that allows customers to access the Platform Services. Chapford and Pepper are parties to that certain Loan and Security Agreement, dated as of August 15, 2023, as amended by that certain Amendment to Loan and Security Agreement, dated as of October 10, 2023, and as further amended by that certain Second Amendment to Loan and Security Agreement, dated as of November 14, 2023 (as so amended, the "Chapford Loan Agreement"), between Pepper as borrower, Chapford Specialty Finance, LLC as administrative agent and collateral agent, and Chapford Credit Opportunities Fund, LP as lender. Merkury and Chapford claim that as Pepper descends into a downward spiral of financial and operational distress, its officers and directors are nowhere to be found, having effectively abdicated their responsibilities and fiduciary duties to stakeholders. In particular, Pepper has failed to engage with Chapford, its senior secured lender, which has a blanket lien on all of the company's assets and is owed in excess of $5.3 million. The creditors explain that rather than engaging with its senior secured lender and most significant contract counterparty, the response from Pepper's management has been silence and inaction. The only plausible explanation for this course of conduct is that current management has abandoned any pretense of discharging their fiduciary duties to stakeholders and has effectively abandoned ship. There is no other plausible explanation for this behavior. The only way it can be remedied is for the court to appoint a trustee, according to the creditors. Merkury and Chapford assert that Pepper and its management team are fundamentally untrustworthy. Pepper's management has repeatedly told Merkury that any financial accommodation would be short lived and that they were taking steps to address their liquidity issues, all false. This pattern of behavior is not indicative of the type of trustworthiness that creditors should expect in an open and transparent process such as a bankruptcy case. Merkury and Chapford further assert that it is apparent based on management's past performance and continuing behavior that they are unable to successfully lead this company through the bankruptcy process. In that regard, Chapford will not consent to the use of its cash collateral if present management is permitted to remain in control of this restructuring. In the same regard, it is obvious that two of Pepper's largest creditors, Merkury and Chapford, have no trust in the current management or board to lead Pepper through a restructuring. Finally, it is readily apparent that the appointment of a Chapter 11 trustee is the only way forward in this case and the benefits derived from appointment of a trustee far outweigh any cost associated with the appointment. Attorneys for Merkury Innovations LLC: Ericka F. Johnson, Esq. Bayard P.A. 600 N. King Street, Suite 400 Wilmington, Delaware 19801 Telephone: (302) 429-4275 Email: ejohnson@bayardlaw.com - and - Leslie A. Berkoff, Esq. Moritt Hock & Hamroff, LLP 1407 Broadway, 39th Floor New York, New York 10018 Telephone: (212) 239-2000 Email: lberkoff@moritthock.com Attorneys for Chapford Credit Opportunities Fund LP: Adam G. Landis, Esq. Matthew B. McGuire, Esq. Landis Rath & Cobb, LLP 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 Email: landis@lrclaw.com mcguire@lrclaw.com - and - Kenneth Chin, Esq. Robert T. Schmidt, Esq. 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9527 Email: kchin@kramerlevin.com rschmidt@kramerlevin.com About SmartHome Ventures Merkury Innovations LLC, Chapford Credit Opportunities Fund, LP and Comsource Consulting filed involuntary Chapter 11 petition (Bankr. D. Del. Case No. 24-11640) against SmartHome Ventures, LLC (doing business as Pepper) on August 1, 2024. The petitioning creditors are represented by the law firms of Bayard, P.A., Moritt Hock & Hamroff, LLP, Cross & Simon, LLC, and Kramer Levin Naftalis & Frankel, LLP. Judge Thomas M. Horan presides over the case. STEWARD HEALTH: Norton + Wood Represents Creditors -------------------------------------------------- The law firm of Norton + Wood filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Steward Health Care System LLC and affiliates, the firm represents Creditors in their capacity as Landlord and Independent Contractor. Counsel does not represent or purport to represent any other entities in connection with the Chapter 11 Cases and does not undertake to represent the interests of, and are not a fiduciary for, any creditor, party in interest, or other entity that has not signed retention agreements with Counsel. Norton + Wood nor its attorneys hold any disclosable economic interests (as that term is defined in Bankruptcy Rule 2019(a)(1)) in relation to the Debtors. The Creditors' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Medwell Properties, LLC – Landlord Steve Ledwell – Member * Unliquidated unsecured claims for lease payments and any other charges due per the Lease Agreement, i.e., cam charges, insurance, utilities, maintenance of air conditioners, etc. against Steward Health Care System, LLC (Pre-Suit) 2. Patricia G. Minter, Individually and d/b/a Minter Services Independent Contractor * Unliquidated unsecured claims for lost wages, services, mileage, and expenses for which she has not been compensated against Steward Health Care System, LLC Patricia Minter, d/b/a Minter Services vs. Steward Health Care System, LLC Case No. 24C0053-CCL (County Court at Law, Bowie County, Texas) 3. No Boarders MRI, LLC – Landlord Steve Ledwell – Member * Unliquidated unsecured claims for lease equipment payments and any other charges due per the Equipment Lease Agreement, i.e., insurance, maintenance, etc. against Steward Health Care System, LLC (Pre-Suit) Counsel for Creditors: NORTON + WOOD Jaci Roberts Berry, Esq. Marshall C. Wood, Esq. 315 Main Street Texarkana, Texas 75501-5604 Telephone: (903) 823-1321 Facsimile: (903) 823-1325 About Steward Health Care Steward Health Care System LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 24-90213) on May 6, 2024, in the U.S. Bankruptcy Court for the Southern District of Texas, and the Honorable Christopher M. Lopez oversees the proceeding. Weil, Gotshal & Manges LLP is serving as the Company's legal counsel. AlixPartners, LLP is providing financial advisory services to the Company, and John Castellano of AlixPartners is serving as the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc. are providing investment banking services to the Company. McDermott Will & Emery is special corporate and regulatory counsel for the company. Kroll is the claims agent. STO-ROX SCHOOL: Moody's Upgrades Issuer & GOULT Ratings to B2 ------------------------------------------------------------- Moody's Ratings has upgraded Sto-Rox School District PA's issuer and general obligation unlimited tax (GOULT) ratings to B2 from Caa1. At the end of fiscal 2023, the district had approximately $8.4 million in debt outstanding. The positive outlook has been removed. The upgrade to B2 reflects the district's improved reserve position after three years of operating surpluses. The upgrade reflects the expectation that reserves will remain satisfactory despite ongoing economic and demographic challenges and declining enrollment. It further reflects that leverage will remain relatively manageable due to the absence of near-term borrowing plans. RATINGS RATIONALE The B2 issuer rating reflects the district's solid and improved reserves with an available fund balance ratio of 20% at the end of fiscal 2023 - an increase from -6% at the end of fiscal 2022. The improvement in fund balance was driven largely by extraordinary federal coronavirus aid as well as benefits related to state oversight (Financial Recovery Status) that began in June of 2021. As part of its financial recovery plan, the district has been required to increase its property tax levy increase annually, which has bolstered local revenue. That said, the district has decidedly weak household income and resident property wealth levels that equate to 56% and $29,000, respectively, with an economy that continues to be characterized by elevated poverty and limited economic activity. The district's sharp loss of enrollment also remains a credit pressure. The rating further reflects the district's manageable leverage that equates to 79% of revenue, along with the absence of near-term borrowing plans. The lack of distinction between the district's issuer rating and the B2 rating on the district's GOULT debt is based on the district's general obligation full faith and credit pledge. RATING OUTLOOK Moody's do not assign outlooks to local government credits with this amount of debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Maintenance of structurally balanced financial operations and reserves near 20% of revenue -- Stabilized enrollment (elimination of declining enrollment trend) FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Material reduction of reserves and liquidity -- Any material decline in tax base -- Acceleration of declining enrollment trend -- Growth in leverage to over 225% of revenue due to borrowing or pension liability growth LEGAL SECURITY The district's Series of 2017 bonds are backed its general obligation unlimited tax (GOULT) pledge, as the bonds were issued prior to the 2006 implementation of the Act 1 index. PROFILE Sto-Rox School District is located in Allegheny County (Aa3 stable), about 6 miles northwest of Pittsburgh (A1 stable). The district served 998 students through one primary center, one upper elementary school and one junior/senior high school as of the 2022-2023 school year. METHODOLOGY The principal methodology used in these ratings was US K-12 Public School Districts published in July 2024. THOUGHTWORKS HOLDING: Moody's Puts B2 CFR on Review for Downgrade ----------------------------------------------------------------- Moody's Ratings has placed ThoughtWorks Holding, Inc.'s ("ThoughtWorks") ratings on review for downgrade, including its B2 corporate family rating, B2-PD probability of default rating and ThoughtWorks, Inc.'s B2 instrument ratings on the $300 million senior secured first lien revolving credit facility expiring 2026 and $293 million senior secured first lien term loan due 2028. The speculative grade liquidity rating ("SGL") remains SGL-3. Previously, the outlook was stable. Based in Chicago, IL, ThoughtWorks is an information technology services and consulting company. On August 5, 2024, ThoughtWorks announced that its majority shareholder, Apax Partners ("Apax"), plans to acquire the company for $4.40 per share in an all-cash transaction valued at approximately $1.75 billion, nearly three years after its stock market debut. Apax intends to finance the transaction with fully committed equity financing and has announced that the deal is not subject to any financing condition. The transaction is expected to close in the fourth quarter of 2024 and is subject to regulatory approvals. The company plans to maintain both its $300 million senior secured first lien revolving credit facility expiring 2026 and $293 million senior secured first lien term loan due 2028 following the closing of the transaction. The review for downgrade reflects governance considerations related to the change from public ownership to private ownership and the potential for more aggressive financial strategies. As such, governance risk considerations were a key driver of this rating action. At this time, the proposed transaction is leverage neutral. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review for downgrade reflects Moody's expectation that upon completion of the acquisition, ThoughtWorks' debt will remain outstanding. The review also considers the fact that ThoughtWorks will go from publicly-listed to a privately-owned company with the potential for more aggressive financial strategies. The review will also focus on the completion of the transaction and the final capital structure of the company. Lastly, the review for downgrade will also assess ThoughtWorks' financial performance through the closing. Given the review for downgrade and the increase in concentrated equity ownership and financial governance risk, an upgrade to the ratings is not likely in the near term. Excluding the ratings under review, ThoughtWorks' ratings could be upgraded if the company restores its profitability margins in the high-teens percent range or above, achieves strong revenue growth that leads to increased scale, closer to higher-rated peers, and diversifies its revenue sources while maintaining strong profitability rates. An upgrade would also require Moody's expectation that debt-to-EBITDA will remain below 5.0x, as well as a commitment to maintain more conservative financial policies. ThoughtWorks' ratings could be downgraded if organic revenue growth continues to decline due to client losses or lower demand volumes , signaling a weakening competitive position. The ratings could also be downgraded if debt-to-EBITDA is sustained above 7.0x, profitability rates decline, with EBITDA margins remaining below 5%, or liquidity deteriorates materially. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Chicago, Illinois and controlled by affiliates of private equity sponsor Apax Partners, ThoughtWorks Holding, Inc. (NASDAQ:TWKS) provides information technology services to enterprises worldwide and is focused on agile software development, consulting and related tools and information. The company has approximately 10,800 employees and operates in 19 countries around the world, with approximately 38% of revenue generated in North America, which is its largest region, followed closely by APAC (32% of revenue). TREVENA INC: Effects 1-for-25 Reverse Stock Split ------------------------------------------------- Trevena, Inc. announced that it has filed a Certificate of Amendment to its Certificate of Incorporation to effect a reverse stock split of its common stock at a ratio of 1-for-25. The reverse stock split became effective at 12:01 a.m. ET on Tuesday, August 13, 2024. Trevena's common stock will continue to be traded on the Nasdaq Capital Market under the symbol "TRVN." The reverse stock split is intended to enable Trevena to regain compliance with the $1.00 minimum bid price required for continued listing on the Nasdaq Capital Market. The new CUSIP number for Trevena's common stock following the reverse stock split will be 89532E 307. At the Annual General Meeting of stockholders held on June 13, 2024, Trevena's stockholders approved a reverse stock split of Trevena's common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with such ratio to be determined by the Board of Directors. Additional information regarding the reverse stock split approved by stockholders can be found in Trevena's definitive proxy statement that was filed with the Securities and Exchange Commission on April 29, 2024. The Amendment provides that at the effective time of the reverse stock split, each 25 shares of the Company's issued and outstanding common stock will be automatically combined into one validly issued, fully paid and non-assessable share of common stock, without effecting a change to the par value per share. The reverse stock split will affect all shares of the Company's common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of common stock available for issuance under the Company's equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options and warrants outstanding immediately prior to the effectiveness of the reverse stock split with a corresponding increase in exercise price per share. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing trading price per share of the common stock (as adjusted for the reverse stock split) as reported on The Nasdaq Capital Market on the trading day immediately preceding the effective time of the reverse stock split. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company's transfer agent, Continental Stock Transfer & Trust Company at (800) 509-5586. About Trevena Headquartered in Chesterbrook, Pa., Trevena, Inc. is a biopharmaceutical company focused on developing and commercializing novel medicines for patients affected by central nervous system, or CNS, disorders. As of December 31, 2023, the Company had $40.6 million in total assets, $48.3 million in total liabilities, and $7.7 million in total stockholders' deficit. Philadelphia, Pa.-based Ernst & Young LLP, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. TUBULAR SYNERGY: Hires Carl Marks Advisory as Financial Advisor --------------------------------------------------------------- Tubular Synergy Group, LP and OCTG Connections, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Carl Marks Advisory Group LLC as financial advisor. The firm will render these services: a. perform general due diligence to gain an understanding of the Debtors' business, historical and projected financial performance, operations, customers, vendors, employees, capital structure, and other liabilities/obligations; b. review and analyze the Debtors' cash flow forecasts and liquidity budgets to help manage cash; c. work collaboratively with the Debtors and their senior management in developing potential strategic alternatives available to the Debtors' businesses; d. assist the Debtors in effectuating the preferred restructuring path; e. analyze and assist the Debtors in negotiating the terms of any proposed Restructuring Transaction, Sale Transaction, and/or Financing Transaction; f. assist the Debtors in the development, preparation, and distribution of selected information, documents, and other materials to support Restructuring Transaction, Sale Transaction, and/or Financing Transaction; and g. assist the Debtors, in conjunction with their counsel, with filing preparation, filing papers, petitions, pleadings & subsequent motions, internal and external communications, schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; h. assist the Debtors in assessing their liquidity position and review for accuracy any liquidity forecasting tools used by the Debtors, refining cash flow projections, and, if necessary, contributing to and refining the development of a Debtor-in-Possession budget that delineates liquidity requirements intended to ensure sufficient runway to support a chosen process; i. as appropriate, participate in calls with and present summary findings to the Debtors' constituents, including the Lender and its advisors; j. attend and present testimony at meetings/hearings related to the Transaction(s) referenced in the Engagement Agreement, including the Restructuring Transaction, Sale Transaction, and Financing Transaction, and assist in negotiations on behalf of the Company, including negotiations with the Lender; and k. perform other financial advisory tasks as requested by the Debtors. The firm will receive compensation as follows: a. A non-contingent fixed Monthly Advisory Fee at the rate of $30,000 per monthly period. b. In the event of a Sale Transaction, a Sale Transaction Fee in an amount equal to 2.0 percent of the Transaction Value of the applicable Sale Transactions(s), up to $35.0 million, plus 4.0 percent of the incremental Transaction Value above $35.0 million, subject to the terms, conditions, and limitations in the Engagement Agreement. c. In the event of a Restructuring Transaction, a Restructuring Fee in an amount equal to $600,000, subject to the terms, conditions, and limitations in the Engagement Agreement. d. If the Debtors enter into an agreement for any Financing in conjunction with the Engagement Agreement that is subsequently completed, a Financing Fee upon the closing of each Financing in an amount equal to 2.0 percent of the total aggregate state amount of capital raised, subject to the terms, conditions, and limitations in the Engagement Agreement. e. Expense reimbursement for all of CMA's reasonable out-of-pocket and direct expenses incurred in connection with the Services. Scot Webb, a partner of Carl Marks Advisor, assured the court that his firm does not hold any interest adverse to the Debtors’ Estates; and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. The firm can be reached through: Scott Webb Carl Marks Advisory Group LLC 900 Third Avenue, 33rd Floor New York, NY 10022 Phone: (212) 909-8418 Email: swebb@carlmarks.com About Tubular Synergy Tubular Synergy Group, LP comprise a privately held sales, marketing, and supply chain services distributor of oilfield casing, tubing, and line pipe utilized in the oil and gas industry. Tubular Synergy and its affiliate, OCTG Connections, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas, Lead Case No. 24-80056) on July 9, 2024. In the petition signed by W. Byron Dunn, CEO & founding partner, Tubular Synergy disclosed $50 million to $100 million in assets and liabilities. Foley & Lardner LLP represents the Debtors as Counsel. Stretto, Inc. acts as claims and noticing agent to the Debtors. U.S. NEUROSURGICAL: Incurs $435K Net Loss in Second Quarter ----------------------------------------------------------- U.S. NeuroSurgical Holdings, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $435,000 on $0 of revenue for the three months ended June 30, 2024, compared to a net loss of $511,000 on $0 of revenue for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $747,000 on $0 of revenue, compared to a net loss of $638,000 on $0 of revenue for the six months ended June 30, 2023. As of June 30, 2024, the Company had $3.03 million in total assets, $1.03 million in total liabilities, and $2 million in total stockholders' equity. U.S. NeuroSurgical stated, "In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $747,000 and $638,000 during the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the Company had an accumulated deficit in stockholders' equity of $3,137,000, cash and cash equivalents of $2,195,000 and working capital of $1,265,000. In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital. Together, these factors raised substantial doubt regarding the Company's ability to continue as a going concern at June 30, 2024. However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans...[D]uring the six months ended June 30, 2024, the Company raised gross proceeds of $3.0 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024. Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months. However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1089815/000143774924025847/usnu20240630_10q.htm About U.S. NeuroSurgical Holdings U.S. NeuroSurgical Holdings, Inc., through its wholly-owned subsidiaries, holds interests in radiological treatment facilities and, more recently, has been developing a business to provide Medicare Advantage plans, concentrating initially in Nevada and California. New Delhi, India-based Mercurius & Associates LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 5, 2024, citing that the Company has an accumulated deficit of $2,390,000 and $1,710,000 as of December 31, 2023, and December 31, 2022, respectively and there is a working capital deficit of $80,000 as of December 31, 2023. These conditions raise substantial doubt about the uncertainty in the Company's ability to continue as a going concern. UNDER ARMOUR: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on August 9, 2024, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Under Armour, Inc. EJR also withdrew the rating on commercial paper issued by the Company. Headquartered in Baltimore, Maryland, Under Armour, Inc. develops, markets, and distributes branded athletic performance apparel, footwear, and accessories. UROGEN PHARMA: All Proposals Passed at Annual Meeting ----------------------------------------------------- UroGen Pharma Ltd. held its 2024 Annual Meeting of Shareholders during which its shareholders: 1. Elected Arie Belldegrun, M.D., FACS, Elizabeth Barrett, Cynthia M. Butitta, Fred E. Cohen, M.D., D.Phil., Stuart Holden, M.D., James A. Robinson, Jr., Leana S. Wen, M.D., M.Sc., and Daniel G. Wildman to serve as directors until the Company's next annual meeting of shareholders and until their successors are elected; 2. Approved the 2024 Compensation Policy; 3. Approved the Company's 2017 Equity Incentive Plan to increase the number of ordinary shares authorized for issuance under the plan by 800,000 shares; 4. Approved, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting; 5. Approved the engagement of PricewaterhouseCoopers LLP as the Company's independent auditor until the Company's 2025 annual meeting of shareholders. About UroGen Pharma Ltd. UroGen Pharma Ltd. is a biotech company dedicated to developing and commercializing innovative solutions that treat urothelial and specialty cancers. UroGen has developed RTGel reverse-thermal hydrogel, a proprietary sustained-release, hydrogel-based platform technology that has the potential to improve the therapeutic profiles of existing drugs. UroGen's sustained-release technology is designed to enable longer exposure of the urinary tract tissue to medications, making local therapy a potentially more effective treatment option. Florham Park, New Jersey-based PricewaterhouseCoopers LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has incurred losses and experienced negative operating cash flows since its inception, raising substantial doubt about its ability to continue as a going concern. UroGen Pharma reported net losses of $102.2 million and $109.8 million for the years ended December 31, 2023 and 2022, respectively. As of March 31, 2024, UroGen Pharma had $200.6 million in total assets, $240.7 million in total liabilities, and $40.1 million in total shareholders' equity. VISTAGEN THERAPEUTICS: Incurs $10.7M Net Loss in First Quarter -------------------------------------------------------------- Vistagen Therapeutics, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $10.73 million on $84,000 of total revenues for the three months ended June 30, 2024, compared to a net loss of $6.90 million on $177,000 of total revenues for the three months ended June 30, 2023. As of June 30, 2024, the Company had $113.55 million in total assets, $8.75 million in total liabilities, and $104.80 million in total stockholders' equity. Vistagen stated, "Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. To date, we have financed our operations and technology acquisitions primarily through the issuance and sale of our equity and debt securities for cash proceeds of approximately $338.5 million, as well as from an aggregate of approximately $22.7 million of government research grant awards, strategic collaboration payments, intellectual property licensing payments, and other revenues. Additionally, we have issued equity securities with an approximate value at issuance of $41.3 million in non-cash acquisitions of product licenses, as a portion of the consideration for our acquisition of the Pherin in February 2023, and in settlements of certain liabilities, including liabilities for professional services rendered to us or as compensation for such services." A full-text copy of the Form 10-Q is available for free at the SEC's website at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1411685/000141168524000037/vtgn-20240630.htm About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. The majority of the Company's clinical-stage product candidates belong to a new class of drugs known as pherines, which have the potential to rapidly deliver meaningful efficacy with a differentiated safety profile. Pherines are investigational neuroactive nasal sprays with innovative proposed mechanisms of action that activate chemosensory neurons in the nasal passages to impact fundamental neural circuits in the brain without the need for systemic absorption or binding to receptors in the brain. The Company's clinical-stage neuroscience pipeline also includes an investigational oral prodrug candidate with the potential to inhibit, but not block, NMDA receptor activity. Vistagen reported a net loss and comprehensive loss of $29.36 million for the year ended March 31, 2024, a net loss and comprehensive loss of $59.25 million for the year ended March 31, 2023, a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021, a net loss and comprehensive loss of $20.77 million for the year ended March 31, 2020, and a net loss and comprehensive loss of $24.59 million for the year ended March 31, 2019. WHEEL PROS: Moody's Lowers CFR to Ca & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Ratings downgraded Wheel Pros, Inc.'s (Wheel Pros) corporate family rating to Ca from Caa3 and probability of default rating to Ca-PD/LD from Caa3-PD. Moody's also downgraded the ratings on Wheel Pros' senior secured asset-based revolving credit facility (ABL) to B2 from B1, FILO senior secured term loan to B3 from B2 and senior secured first lien term loan to Ca from Caa3. The rating on the company's senior unsecured notes are affirmed at C. Moody's also downgraded the ratings on WP NewCo, LLC's senior secured first lien term loan to Ca from Caa3 and the senior secured second lien notes to C from Ca. The outlooks were changed to negative from stable. The downgrades reflect Wheel Pro's deferral of interest payments on its first lien term loans (including the FILO term loan) that were due on July 26, 2024. Moody's consider the deferral as missed interest payments following the expiration of the original five business day grace period. The limited default (/LD) designation appended to Wheel Pros' PDR indicates that the missed interest payments constitute a default under Moody's definition, despite the company entering into a forbearance agreement with lenders. The limited default designation will remain until the company resolves the missed interest payments. The negative outlooks reflect Wheel Pros weak liquidity, very high leverage and related interest cost burden that result in an untenable capital structure that will require a debt restructuring with potential losses to existing creditors. As such, governance considerations are material to the rating action. RATINGS RATIONALE The Ca CFR reflects Wheel Pros' high likelihood of default due to the missed interest payments and subsequent forbearance agreement with lenders. Wheel Pro's credit metrics are very weak and its capital structure is unsustainable absent a significant recovery in earnings. Wheel Pros' operating performance has been challenged by depressed demand for its custom automotive wheel products over the past two years. The company has undertaken sizeable cost saving initiatives to adjust to the demand decline, but earnings and cash flow will remain pressured through 2024. Liquidity is weak with a modest cash balance and limited ABL availability. As such, Moody's expect the company will be unable to meet upcoming debt service obligations without additional liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company is able to address the sustainability of its capital structure and improves liquidity. The ratings could be downgraded if recoveries for lenders are expected to be lower than Moody's current estimates. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Wheel Pros, Inc., headquartered in Greenwood Village, Colorado, is a wholesale distributor of custom and proprietary branded wheels, performance tires and related accessories in the aftermarket automotive segment. The company is owned by an affiliated fund controlled by private equity financial sponsor Clearlake Capital Group, L.P. Revenue for the last twelve months ending March 31, 2024 approximated $1.3 billion. WILCOX PROPERTIES: Bid for Great American to Produce Docs Denied ---------------------------------------------------------------- In the case GREAT AMERICAN INSURANCE, COMPANY, Plaintiff, vs. WILCOX PROPERTIES OF COLUMBIA, LLC, et al., Defendants, Case No. AP 24-8007 (Bankr. D Neb.), Judge Brian S. Kruse of the United States Bankruptcy Court for the District of Nebraska denied Wilcox Properties of Columbia, LLC's motion to compel without prejudice. Great American refused to produce certain documents, asserting they were protected by attorney-client privilege. Wilcox filed a motion to compel. Inexplicably, Wilcox did not submit an affidavit stating exactly what it requested from Great American. The stated basis for the motion to compel is the privilege was waived because the opinions of counsel were shared with third parties. The affidavit identified the parties with whom the information was shared -- Great American's own employees. The Court holds that under Missouri law, "[t]he attorney-client privilege protects confidential communications between an attorney and client concerning representation of the client." The Court finds Great American met its burden establishing the privilege applies through its privilege log and its supporting affidavit. Great American retained outside coverage counsel to determine coverage issues, which is a primary dispute in this case. Coverage counsel is also the trial counsel in this case defending the coverage issues. In its motion, Wilcox only contends the attorney client privilege does not apply because the communications were between employees of Great American and did not include an attorney. The argument fails, the Court says. The employees were discussing the opinions of coverage counsel. Representatives of an entity can internally discuss communications and advice of counsel without waiving the privilege, the Court notes. Great American established the parties to the communications were employees with a need to know the discussions. During the hearing, Wilcox first asserted the privileged materials are part of the claim file, which makes Wilcox entitled to it. But not every record of Great American concerning Wilcox is part of the liability claim file, the Court states. According to the Court, Great American can protect legal opinions it obtains from coverage counsel. Importantly, this is not a third-party liability dispute where the insurer had a duty to hire counsel to defend the insured. It is a first-party contract coverage dispute. The interests of the insurer and the insured were never aligned. Under the circumstances, the insurer is allowed to retain outside counsel to analyze and defend the insurance contract and to advise on coverage issues. This includes the freedom to openly discuss legal issues with its counsel. The Court declines to conduct an in-camera review at this stage. The sole basis for the motion to compel is legally insufficient, the Court holds. It is also not factually supported, the Court adds. Counsel for Wilcox offered no evidence other than Great Western's privilege log, the Court notes. The sole basis for the motion is Great Western discussed legal advice internally by e-mail and Wilcox wants to see the emails. A copy of the Court's decision dated August 7, 2024, is available at https://urlcurt.com/u?l=vGzHAG About Wilcox Properties of Columbia, LLC Wilcox Properties of Columbia, LLC, d/b/a Candlelight Lodge Retirement Center, is an assisted living facility in Columbia, Missouri. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 22-80865) on November 21, 2022. The Hon. Thomas L. Saladino oversees the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Amy Wilcox-Burns, chief restructuring officer. The Debtor is represented by Patrick R. Turner, Esq., at Turner Legal Group, LLC. WYATT RESTAURANT: Seeks to Tap Bush Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Wyatt Restaurant Group, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to employ The Bush Law Firm, LLC as legal counsel. The firm's services include: (a) advise the Debtor of its rights, powers and duties; (b) prepare and file the documents necessary to advance this Chapter 11 case; (c) represent the Debtor at the hearings in this matter; (d) prepare and file the status report and plan; and (e) defend challenges to the automatic stay set forth within 11 U.S.C. sec. 362(a); and (f) provide such other legal services and/or prepare and/or file such other documents as may be necessary for the Debtor to carry out its duties and functions in this case. The hourly rates of the firm's counsel and staff are as follows: Anthony B. Bush, Esq., Attorney $350 Paralegal $75 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $7,500 from the Debtor. Mr. Bush disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony B. Bush, Esq. The Bush Law Firm, LLC Parliament Place Professional Center 3198 Parliament Circle 302 Montgomery, AL 36116 Telephone: (334) 263-7733 Facsimile: (334) 832-4390 Email: anthonybbush@yahoo.com About Wyatt Restaurant Group, LLC Wyatt Restaurant Group is a privately held full-service restaurant. Wyatt Restaurant Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-31689) on July 31, 2024, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Stephanie Leigh Wyatt as member. Judge Bess M Parrish Creswell presides over the case. Anthony Brian Bush, Esq. at THE BUSH LAW FIRM, LLC represents the Debtor as counsel. ZEVRA THERAPEUTICS: Projects Fiscal Q2 Revenue Decline of $4.6MM ---------------------------------------------------------------- Zevra Therapeutics, Inc., disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission its preliminary estimated financial results as of and for the three months ended June 30, 2024. The Company's revenue for the three months ended June 30, 2024, is expected to be between $4.2 million and $4.6 million, compared to revenue of $8.5 million for the three months ended June 30, 2023, an expected decrease of between $3.9 million and $4.3 million. Revenue for the three months ended June 30, 2023, included a one-time $5 million milestone payment which was earned based on AZSTARYS® reaching annual net sales of $25.0 million as provided under the Company's Collaboration and License Agreement (the "AZSTARYS License Agreement") with Commave Therapeutics SA. This decrease is partially offset by reimbursements under the AZSTARYS License Agreement and an expected increase in French expanded access programs reimbursements. As of June 30, 2024, the Company's estimated cash and cash equivalents were approximately $49.3 million. A full-text copy of the Report is available at: https://tinyurl.com/2p8yhba8 About Zevra Therapeutics Celebration, Fla.-based Zevra Therapeutics, Inc. is a company focused on developing therapies for rare diseases with limited or no treatment options. The Company aims to create transformational therapies by combining science, data, and patient needs. Utilizing unique, data-driven development and commercialization strategies, Zevra Therapeutics overcomes complex drug development challenges to provide new therapies for the rare disease community. As of December 31, 2023, the Company had $172.3 million in total assets, $110.5 million in total liabilities, and $61.9 million in total stockholders' equity. Orlando, Fla.-based Ernst & Young LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024. The qualification cited sustained recurring losses, negative cash flows from operations, and substantial doubt about the Company's ability to continue as a going concern. [^] BOOK REVIEW: The Titans of Takeover --------------------------------------- Author: Robert Slater Publisher: Beard Books Softcover: 252 pages List Price: $34.95 Order your personal copy at http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html Once upon a time -- and for a very long while -- corporate behemoths decided for themselves when and if they would merge. No doubt such decisions were reached the civilized way, in a proper men's club with plenty of good brandy and better cigars. Like giants, they strode Wall Street, fearing no one save the odd trust-busting politico, mutton-chopped at the turn of the twentieth century, perhaps mustachioed in the 1960s when the word was no longer trust but monopoly. Then came the decade of the 1980s. Enter the corporate raiders, men with cash in hand, shrewd business sense, and not a shred of reverence for the Way Things Have Always Been Done. These businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted Turner -- saw what others missed: that many of the corporate giants were anomalies, possessed of assets well worth possessing yet with stock market performances so unimpressive that they could be had for bargain prices. When the corporate raiders needed expert help, enter the investment bankers (Joseph Perella and Bruce Wasserstein) and the M&A attorneys (Joseph Flom and Martin Lipton). And when the merger went through, enter the arbitragers who took advantage of stock run-ups, people like Ivan "Greed is Good" Boesky. The takeover frenzy of the 1980s looked like a game of Monopoly come to life, where billion-dollar companies seemed to change ownership as quickly as Boardwalk or Park Place on a sweet roll of dice. By mid-decade, every industry had been affected: in 1985, 3,000 transactions took place, worth a record-breaking $200 billion. The players caught the fancy of the media and began showing up in the news until their faces were almost as familiar to the public as the postman's. As a result, Jane and John Q. Citizen's in Wall Street began its climb from near zero to the peak where (for different reasons) it is today. What caused this avalanche of activity? Three words: President Ronald Reagan. Perhaps his most firmly held conviction was that Big Business was Being shackled by the antitrust laws, deprived a fair fight against foreign competitors that has no equivalent of the Clayton Act in their homelands. Reagan took office on Jan. 20, 1981, and it wasn't long after that that his Attorney General, William French Smith, trotted before the D.C. Bar to opine that, "Bigness does not necessarily mean badness. Efficient firms should not be hobbled under the guise of antitrust enforcement." (This new approach may have been a necessary corrective to the over-zealousness of earlier years, exemplified by the Supreme Court's 1966 decision upholding an enforcement action against the merger of two supermarket chains because the Court felt their combined share of 8% (yes, that's "eight percent") of the Los Angeles market was potentially anticompetitive.) Raiders, investment bankers, lawyers, and arbitragers, plus the fun couple Bill Agee and Mary Cunningham --remember them? -- are the personalities Profiled in Robert Slater's book, originally published in 1987, Slater is a wonderful writer, and he's given us a book no less readable for being absolutely stuffed with facts, many of them based on exclusive behind-the-scenes interviews. About The Author Robert Slater (1943-2014) was an American author and journalist. He was known for over two dozen books, including biographies of political and business figures like Golda Meir, Yitzhak Rabin, George Soros, and Donald Trump. Slater graduated with honors from the University of Pennsylvania in 1966, with a degree in political science. He received a master's degree in international relations from the London School of Economics in 1967. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***