/raid1/www/Hosts/bankrupt/TCR_Public/240902.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, September 2, 2024, Vol. 28, No. 245
Headlines
301CRAINCOMMONS LLC: Case Summary & Three Unsecured Creditors
303 HIGHLINE: Eric Huebscher Named Subchapter V Trustee
5310 HOLDINGS: In Chapter 11 Bankruptcy in California
9301 CHEROKEE: Unsecureds to Split $20K in Sale Plan
AHS REALTY: Claims to be Paid from Plan Sponsor Agreement
AINOS INC: Taiwan Carbon Holds 40.23% Equity Stake
ALPINE 4: Nasdaq Issues Delisting Notice for Q2 Report Delay
ALUMINA LIMITED: S&P Alters Outlook to Stable, Affirms 'BB' ICR
AQA ACQUISITION: Moody's Affirms 'B3' CFR, Outlook Stable
ARU PHARMA: Unsecureds to Split $253K in Liquidating Plan
BAUDAX BIO: Seeks to Extend Plan Exclusivity to October 19
BEN'S CREEK: Plan Exclusivity Period Extended to Oct. 11
BERRY CORP: S&P Downgrades ICR to 'CCC+' on Refinancing Risk
BLACK WOLF: Case Summary & 11 Unsecured Creditors
BLUE DUCK: Friedman & Feiger Represents Hoge and Wadley Parties
BUILT BY KCE: Unsecureds to Get Share of Income for 36 Months
CATHOLIC MEDICAL: Moody's Puts Ba1 Rating on Review for Downgrade
CELEBRATION TITLE: Case Summary & 14 Unsecured Creditors
CL CRESSLER: Case Summary & 11 Unsecured Creditors
CMM MINEOLA: Sets Oct. 1 Deadline for Autumn Wind Facility Sale
COTTLE CHRISTI: Angela Shortall Named Subchapter V Trustee
COTTLE LLC: Angela Shortall of 3Cubed Named Subchapter V Trustee
DERMTECH INC: Completes Asset Sale to DERM-JES Holdings
E&J PROPERTIES: Steven Altmann Named Subchapter V Trustee
FIREFLY NEUROSCIENCE: RJL 18 Capital Holds 6.2% Equity Stake
FIREFLY NEUROSCIENCE: Roxy Capital Holds 8.6% Equity Stake
FLORIST ATLANTA: Unsecureds to Split $7K via Quarterly Payments
G&S FAMILY: Angela Shortall of 3Cubed Named Subchapter V Trustee
GRANITE CITY: Voluntary Chapter 11 Case Summary
GREAT LAKES: S&P Upgrades ICR to 'B-', Outlook Stable
HERITAGE CANNABIS: Completes Asset Sale Under CCAA Proceedings
HILLENBRAND INC: Moody's Alters Outlook on 'Ba1' CFR to Negative
HYPERION MATERIALS: Moody's Alters Outlook on 'B2' CFR to Negative
ILS PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
INCA ONE: Court Approves Claims Process for CCAA Proceedings
INCA ONE: Supreme Court Extends Stay Period Until October 7
INDIVA LIMITED: SNDL Wins Bid to Acquire Assets and Brands
INNOVEREN SCIENTIFIC: Issues 1.35M Shares In Lieu Of Salaries, Fees
J C CONTRACTORS: Unsecureds to Get Share of Income for 5 Years
JEMORRIS VENTURES: Unsecureds to Get Share of Income for 60 Months
KRAEMER TEXTILES: Unsecureds to Get 8.8 Cents on Dollar in Plan
LEONA TRANSPORTATION: Plan Exclusivity Period Extended to Nov. 24
LIGHTNING POWER: Moody's Rates New $1.5BB Sr. Secured Notes 'Ba3'
LVPR LLC: Unsecureds to Get $2,500 per Month for 60 Months
MAGENTA BUYER: Moody's Alters Outlook on 'Caa2' CFR to Stable
MERCURITY FINTECH: Hailei Zhang Holds 3.7% of Ordinary Shares
MERCURITY FINTECH: Hanqi Li Owns 8.6% of Ordinary Shares
MERCURITY FINTECH: Hong Mei Zhou Owns 7.6% of Ordinary Shares
MYCOTOPIA: Issues Series A Voting Stock, Raises Authorized Shares
NEXTDECADE CORP: Registers 5M More Shares Under 2017 Incentive Plan
NINO LAND: Case Summary & 10 Unsecured Creditors
NORTHEAST LANDSCAPING: Voluntary Chapter 11 Case Summary
NORTHEASTERN ILLINOIS UNIVERSITY: Moody's Affirms Ba1 Issuer Rating
NORTHERN DYNASTY: Posts C$3.7 Million Net Loss in Fiscal Q2
OLAPLEX: S&P Alters Outlook to Stable, Affirms 'B-' ICR
OPTIO RX: Skin Medicinals Loses Bid for Preliminary Injunction
PACKERS SOFTWARE: Moody's Cuts CFR to Caa2 & Alters Outlook to Neg.
PAPA JOHN'S: S&P Affirms 'BB-' ICR on Steady Profitability
PARKER ESTATES: Property Sale Proceeds to Fund Plan Payments
PBF HOLDING: Moody's Affirms 'Ba2' CFR, Outlook Remains Positive
PERSPECTIVES INC: Creditors to Get Proceeds From Liquidation
PLANT BAE: Updates Restructuring Plan Disclosures
PRIME CAPITAL: Bankrupt Shareholder Wins Dismissal of Receiver Suit
PRIMELAND REAL: Case Summary & 20 Largest Unsecured Creditors
PROOFPOINT INC: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable
PURE BIOSCIENCE: Registers 10M Shares Under 2024 Incentive Plan
QURATE RETAIL: Updates Bylaws With New Advance Notice Provisions
R2 MARKETING: Mark Sharf Named Subchapter V Trustee
RED BAY COFFEE: Case Summary & 20 Largest Unsecured Creditors
RHODIUM ENTERPRISES: Voluntary Chapter 11 Case Summary
SAMSARA LUGGAGE: Posts $260,000 Net Loss in Fiscal Q2
SHAPIRO MANAGEMENT: Unsecureds Will Get 3.42% over 3 Years
SOUTHERN SHAVINGS: Continued Operations to Fund Plan
STEWARD HEALTH: Akerman LLP Represents Multiple Creditors
STEWARD HEALTH: Hearing on Hospital Sales Set for Sept. 4
STEWARD HEALTH: Lifespan and Lawrence General to Acquire Hospitals
STEWARD HEALTH: Rapp & Krock Advises Personal Injury Claimants
STEWARD HEALTH: Reaches Deal With MPT for Hospital Transfers
SVB FINANCIAL: Court Narrows Claims in Lawsuit vs FDIC
TEAM HEALTH: Moody's Ups CFR to Caa3 & Cuts Secured Term Loan to Ca
TECHNIMARK HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Stable
TELLURIAN INC: Files Corrected Amended Certificate of Incorporation
TOKYO SMOKE: Initiates Restructuring, Closes 29 Stores Under CCAA
TREE LANE: Plan Exclusivity Period Extended to Nov. 11
TRULEUM INC: Delays Q2 10-Q Filing Over Financial Info Issues
UNIVERSITY OF THE ARTS: Fitch Cuts IDR to D & Then Withdraws Rating
VACO INTERMEDIATE: Moody's Alters Outlook on 'B3' CFR to Negative
VERITAS FARMS: Needs Additional Time to Review Q2 10-Q Filing
VICTORY CLEAN: Signs $100MM Hydrogen Tech Deal With Proton Power
WALNUT SYCAMORE: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
WEST NOTTINGHAM ACADEMY: Entitled to $146,000 Refund from Bank
WINDTREE THERAPEUTICS: Registers 27.67MM Shares for Possible Resale
WINNEBAGO INDUSTRIES: Moody's Affirms 'Ba3' CFR, Outlook Stable
WYTEC INTL: Signs LOI for $65MM Merger With AIO Systems
XTI AEROSPACE: Faces $950K FINRA Claim From Chardan Capital
ZACHRY HOLDINGS: J D Herberger Represents Dashiell Corp. & Ferguson
ZACHRY HOLDINGS: Okin Adams Represents Multiple Creditors
[*] Joe Zujkowski Joins Latham & Watkins as Restructuring Partner
[^] BOND PRICING: For the Week from August 26 to 30, 2024
*********
301CRAINCOMMONS LLC: Case Summary & Three Unsecured Creditors
-------------------------------------------------------------
Debtor: 301Craincommons, LLC
SE Robert Crain Hwy.
Upper Marlboro, MD 20772
Business Description: 301Craincommons is the fee simple owner of
an undeveloped land located at SE Robert
Crain Hwy., Upper Marlboro, Maryland 20772
having an appraised value of $1.75 million.
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
District of Maryland
Case No.: 24-17244
Debtor's Counsel: William C. Johnson, Jr., Esq.
THE JOHNSON LAW GROUP, LLC
6305 Ivy Lane
Suite 630
Greenbelt, MD 20770
Tel: (301) 477-3450
Fax: (301) 477-4813
Email: William@JohnsonLG.Law
Total Assets: $1,750,000
Total Liabilities: $276,252
The petition was signed by Garcia Omar Staley, Sr. as managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/MEBE4EI/301Craincommons_LLC__mdbke-24-17244__0001.0.pdf?mcid=tGE4TAMA
303 HIGHLINE: Eric Huebscher Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 2 appointed Eric Huebscher of Huebscher
& Co. as Subchapter V trustee for 303 Highline Corp.
Mr. Huebscher 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. Huebscher declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Eric Huebscher
Huebscher & Co.
301 E 87th St. - 20E
New York, NY 10128
Phone: 917-763-3891
Email: ehuebscher@huebscherconsulting.com
About 303 Highline
303 Highline Corp., doing business as Hudson Market, owns a grocery
store in New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11409) on August 15,
2024, with $207,164 in assets and $2,161,207 in liabilities. Hyeon
Jin Kim, president, signed the petition.
Douglas Pick, Esq., at Pick & Zabicki, LLP represents the Debtor as
legal counsel.
5310 HOLDINGS: In Chapter 11 Bankruptcy in California
-----------------------------------------------------
5310 Holdings LLC filed Chapter 11 protection in the Central
District of California. According to court documents, the Debtor
reports between $10 million and $50 million in debt owed to 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 17, 2024 at 10:00 a.m. in Room Telephonically on
telephone conference line: 1-866-902-1354. participant access code:
7380000.
About 5310 Holdings LLC
5310 Holdings LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11325) on August 9,
2024. In the petition filed by Klee Irwin, as president, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
The Honorable Bankruptcy Judge Victoria S. Kaufman handles the
case.
The Debtor is represented by:
Joseph Axelrod, Esq.
GENERAL COUNSEL, IRWIN NATURALS
(not attorney of record)
300 Corporate Pointe Suite 550
Culver City CA 90230
Tel: (310) 306-3636 ext. 3822
Email: joseph@irwinnaturals.com
9301 CHEROKEE: Unsecureds to Split $20K in Sale Plan
----------------------------------------------------
9301 Cherokee Lane, LLC, submitted a First Amended Disclosure
Statement describing Chapter 11 Plan dated August 6, 2024.
The Debtor was formed for the purpose of acquiring, improving, and
selling 9301 Cherokee Lane, Beverly Hills, CA 90210 (the
"Property").
The Debtor's material assets are (1) the Property ($10.8 million);
(2) the Landlocked Parcel; and (3) the Property Tax Abatement.
Because the value of the Landlocked Parcel and the Property Tax
Abatement are so uncertain and so relatively small, they would not
impact the liquidation analysis.
On July 25, 2024, Debtor opened escrow in connection with a
proposed sale of the Property at $10.8 million. Buyer's 3% good
faith deposit is presently being held in escrow. Buyer is
purchasing the Property in an "as-is, where is, with all faults"
condition. A copy of the Purchase & Sale Agreement ("PSA" or
"Stalking Horse Offer") between the Debtor and Howard Altman
("Buyer" or "Stalking Horse") is attached.
The Debtor seeks an order approving the sale of its right, title,
and interest in the Property to Buyer for $10.8 million, subject to
overbid.5 Debtor believes that the proposed sale to Buyer (or to
any over bidder) would generate substantial funds for the Estate.
In accordance with 11 U.S.C 1146, the proposed is occurring
through, under, and in accordance with Debtor's Chapter 11 Plan,
and not outside for the Plan.
Under the Debtor's proposed First Amended Plan, holders of general
unsecured claims, which total $67,536.16, will be paid at least
$20,000 from the proceeds of the sale of 9301 Cherokee Lane,
Beverly Hills, CA 90210 (the "Property") and additional amounts, if
any, from the monetization other estate assets.
Class 4(a) consists of Allowed General Unsecured Claims. Class 4(a)
claims will be paid pro rata based on the amount of a Court
approved carve-out negotiated between Debtor and PMF and any amount
obtained from the sale of the Landlocked Parcel, after payment of
administrative claims. Under no circumstances shall the total
amount paid on account of Class 4 claims from the carve-out be less
than $20,000.
Class 4(b) consists of Convenience Claims. The holder of any
allowed claim may elect to receive, in full satisfaction of such
claim, the lesser of (a) $4,000 or (b) the amount of such allowed
claim. Class 3 claim holders will be paid within 60 days of the
closing of the sale of the Property. All Allowed Unsecured Claims
in the amount of $4,000 or less will be presumed to have elected
Convenience Class treatment.
Class 4(c) consists of Subordinated General Unsecured Class [BMO
Claim No. 2]. BMO's Claim No. 2 will be disallowed as filed and
allowed as a subordinated nonrecourse general unsecured claim in
the amount of $1 million, to be paid as follows: 25% of the net
proceeds of the sale of the Landlocked Parcel and 25% of the net
amount of any Property Tax Abatement. In addition, as consideration
for subordinating its claim and voting in favor of the Plan, Debtor
will provide BMO with a general release, including a waiver of
known and unknown claims (the "BMO Release").
The Plan will be funded from the proceeds of the Sale of the
Property, the proceeds of the sale of the Landlocked Parcel, and
from the Property Tax Abatement.
The Debtor expects it may receive revenue from the sale of the
Landlocked Parcel, for which Debtor paid $275,000 in 2022. The
current value of the Landlocked Parcel is unknown. The market for
the Landlocked Parcel is extremely limited.
A full-text copy of the First Amended Disclosure Statement dated
August 6, 2024 is available at https://urlcurt.com/u?l=kSnMD5 from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Marc A. Lieberman, Esq.
Alan W. Forsley, Esq.
FLP LAW GROUP LLP
1875 Century Park East, Suite 2230
Los Angeles, CA 90067
Telephone: (310) 284-7350
Facsimile: (31 0) 432-5999
E-mail: marc.lieberman@flpllp.com
alan.forsley@flpllp.com
About 9301 Cherokee Lane, LLC
9301 Cherokee is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
9301 Cherokee Lane, LLC, in Beverly Hills CA, filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
23-16232) on September 25, 2023, listing as much as $10 million to
$50 million in both assets and liabilities. Cody Holmes as
authorized signatory, signed the petition.
CORNELIUS & KASENDORF, APC serve as the Debtor's legal counsel.
AHS REALTY: Claims to be Paid from Plan Sponsor Agreement
---------------------------------------------------------
AHS Realty LLC filed with the U.S. Bankruptcy Court for the
District of New Jersey a Disclosure Statement describing Chapter 11
Plan dated August 6, 2024.
AHS is a New Jersey limited liability company, whose sole member is
Robert H. Sickles, a debtor in an affiliated chapter 11 bankruptcy
pending in the USBC for the DNJ (case no.: 24-14781) (the "Sickles
Bankruptcy").
AHS is the current owner of real property and improvements located
at 1 Harrison Avenue, Little Silver, New Jersey (the "Little Silver
Property"). The Little Silver Property consists of approximately 6
acres. While the property is zoned as residential, it has housed a
nondebtor entity, the Sickles Market, for 116years.
The estimated value of the real property held by AHS is
approximately $10,400,000.00.
This is a reorganizing plan. In other words, the Proponent seeks to
accomplish payments under the Plan through a sponsor (the "Plan
Sponsor"). The Effective Date of the proposed Plan is the date of
the closing (the "Closing") on the agreement with Plan Sponsor (the
"Plan Sponsor Agreement" or "PSA").
Since the filing of the bankruptcy petition, AHS has engaged in
numerous discussions regarding the sale of, or investment in, its
assets.
Through counsel, AHS has been engaged in ongoing discussions with
Northfield Bank with regard to the Northfield Loans and
alternatives to liquidate or reorganize assets to satisfy the
outstanding amounts.
Through counsel, AHS has engaged in numerous communications with
counsel for the PACA Plaintiffs and has disputed the assertion of
the attachment of trust claims to certain of my assets.
AHS is exploring alternatives for the maximization of the value of
its property. The Debtor's professionals have received several
serious expressions of interest from developers and have met with
the Borough of Little Silver to discuss development of the
property.
Holders of General Unsecured Claims include Wells Fargo Bank
($57,501.49); Wells Fargo Bank ($38,199.64); Brett and Mickey
Neuhauser ($7,500.00); and Bimbo Bakeries USA ($34,816.00). No
liability. To be expunged.
Equity will retain their interests as modified by the Plan Sponsor
Agreement.
The Plan will be funded through the Plan Sponsor Agreement.
Robert H. Sickles shall remain responsible for the Post
Confirmation Management of AHS Realty, LLC, except as modified by
the Plan Sponsor Agreement.
A full-text copy of the Disclosure Statement dated August 6, 2024
is available at https://urlcurt.com/u?l=DP6PtN from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Daniel M. Stolz, Esq.
Jeffrey R. Rich, Esq.
Donald W. Clarke, Esq.
Jaclynn M. McDonnell, Esq.
GENOVA BURNS LLC
110 Allen Road
Suite 304
Basking Ridge, NJ 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
E-mail: dstolz@genovaburns.com
About AHS Realty
AHS Realty LLC is the owner of real property located at 1 Harrison
Ave., Little Silver, N.J., valued at $10.4 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-14779) on May 9, 2024,
with $10,400,000 in assets and $4,420,780 in liabilities. Robert
Sickles, sole member, signed the petition.
Daniel M. Stolz, Esq. at Genova Burns, LLC represents the Debtor as
legal counsel.
AINOS INC: Taiwan Carbon Holds 40.23% Equity Stake
--------------------------------------------------
Taiwan Carbon Nano Technology Corporation filed a Schedule 13D
Report with the U.S. Securities and Exchange Commission disclosing
ownership of 5,500,000 shares of Ainos, Inc.'s Common Stock,
representing 40.23%, based on the sum of (i) 7,663,022 shares of
Common Stock outstanding as of August 2, 2024 as set forth in the
Quarterly Report on Form 10-Q of the Company filed with the SEC on
August 5, 2024, (ii) 382,384 shares of Common Stock issued to an
institutional investor upon conversion of certain convertible notes
on August 5, 2024, (iii) 5,500,000 shares of Common Stock issued to
TCNT pursuant to the patent license agreement by and between the
Company and TCNT, dated August 15, 2024, and (iv) 126,060
restricted stock units that vested on August 15, 2024 under the
Ainos, Inc. 2023 Stock Incentive Plan.
Previously, on August 6, 2024, the Company entered into the License
Agreement with TCNT. Pursuant to the License Agreement, TCNT has
agreed to assign and grant, and the Company has agreed to accept,
an exclusive, irrevocable, and perpetual license of certain
invention patents and patent applications related to gas sensors
and medical devices, in exchange for 5,500,000 shares of the Common
Stock, at a price per share of 1.05 times the highest closing sale
price of the Common Stock during the 30-trading day period
preceding the effective date of the License Agreement. On August
15, 2024, the Company issued the 5,500,000 shares to TCNT pursuant
to the License Agreement.
A full-text copy of Taiwan Carbon's SEC Report is available at:
https://tinyurl.com/yjmwr36w
About Ainos
Ainos, Inc. -- https://www.ainos.com/ -- formerly known as Amarillo
Biosciences, Inc., is a diversified healthcare company focused on
the development of novel point-of-care testing (the "POCT"),
therapeutics based on very low-dose interferon alpha (the
"VELDONA"), and synthetic RNA-driven preventative medicine. The
Company's product pipeline includes commercial-stage VELDONA Pet
cytoprotein supplements, clinical-stage VELDONA human therapeutics,
and telehealth-friendly POCTs powered by the AI Nose technology
platform.
Ainos reported a net loss of $13.77 million for the year ended Dec.
31, 2023, compared to a net loss of $14.01 million for the year
ended Dec. 31, 2022. As of June 30, 2024, Ainos had $35,539,387 in
total assets, $14,827,111 in total liabilities, and $20,712,276 in
total stockholders' equity.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 8, 2024, citing that the Company has incurred
recurring losses and recurring negative cash flow from operating
activities, and has an accumulated deficit which raises substantial
doubt about its ability to continue as a going concern.
ALPINE 4: Nasdaq Issues Delisting Notice for Q2 Report Delay
------------------------------------------------------------
Alpine 4 Technologies Ltd. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company,
received an Additional Staff Determination - Delinquency letter
from The Nasdaq Stock Market informing the Company that because the
Company is delinquent in filing its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2024, such delinquency would serve
as an additional basis for delisting the Company's securities from
Nasdaq.
The Letter dated August 16, 2024, further stated that it was a
formal notification that the Nasdaq Hearings Panel would consider
this additional delinquency in rendering a determination regarding
the Company's continued listing on Nasdaq. The August 16 Letter
invited the Company to present its views with respect to the
additional deficiency to the Panel in writing.
As previously disclosed, the Company had participated in a Hearing
with the Panel on July 2, 2024, in relation to its delinquent
public reports, namely the Annual Report on Form 10-K for the year
ended December 31, 2023, and the Quarterly Report on Form 10-Q for
the period ended March 31, 2024. At the Hearing, the Company
informed the Panel that the Company likely would be delinquent in
filing the Q2 Quarterly Report, and had provided the Panel with the
Company's plan for completing the filing of the Q2 Quarterly
Report.
Furthermore, on July 25, 2024, the Company received written
notification from the Nasdaq Hearings Panel notifying the Company
of its decision to grant the Company's request to continue its
listing on Nasdaq subject to the Company's meeting certain
conditions outlined in the Extension Letter, which included the
filing of the Q2 Quarterly Report within the time proposed by the
Company to the Panel.
The Company plans to present its views relating to the filing of
the Q2 Quarterly Report to the Panel.
The August 16 Letter has no immediate impact on the listing of the
Company's Common Stock, which will continue to be listed and traded
on The Nasdaq Capital Market under the symbol "ALPP," subject to
the Company's proceeding with the planned hearing before the Panel
and subject to Nasdaq's approval of the Company's request to extend
the stay on delisting proceedings until the date of the hearing.
About Alpine 4
Alpine 4 Holdings, Inc. (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of Drivers, Stabilizers, and
Facilitators. The Company's focus is on how the adaptation of new
technologies, even in brick-and-mortar businesses, can drive
innovation. The Company also believes that its holdings should
benefit synergistically from each other and that the ability to
have collaboration across varying industries can spawn new ideas
and create fertile ground for competitive advantages.
"[T]he Company has negative working capital and has continued to
experience operating losses, which causes doubt as to the ability
of the Company to continue. The Company's ability to raise
additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful
development of the Company's plan of operations, and its ultimate
transition to profitable operations are necessary for the Company
to continue. The uncertainty that exists with these factors raises
substantial doubt about the Company's ability to continue as a
going concern," according to the Company's Quarterly Report for the
three months ended Sept. 30, 2023.
The Company has not yet filed its Annual Report on Form 10-K for
the year ended Dec. 31, 2023, and Quarterly Report for the quarter
ended March 31, 2024.
ALUMINA LIMITED: S&P Alters Outlook to Stable, Affirms 'BB' ICR
---------------------------------------------------------------
S&P Global Ratings revised the rating outlook to stable from
negative and affirmed its 'BB' issuer credit rating on Alumina
Ltd.
The stable outlook reflects the outlook of the parent Alcoa, which
is based on S&P's view that leverage will trend back down to 3x in
2025 as the company completes portfolio actions to support future
profitability and navigates weaker profitability at its alumina
operations in Western Australia over the next couple of years.
Alcoa Corp. (Alcoa) completed its acquisition of Alumina Ltd.
(Alumina) on Aug. 1, 2024.
Alcoa has completed its acquisition of Alumina Limited that was
initially announced in February 2024. At closing of the
transaction, Alcoa assumed the debt outstanding at Alumina, which
includes $385 million of borrowings under its $500 million
syndicated bank facility with tranches maturing in October 2025
($100 million), January 2026 ($150 million), July 2026 ($150
million), and June 2027 ($100 million).
S&P Said, "We now view Alumina as a core operating subsidiary of
Alcoa. We believe Alumina, through the Alcoa World Alumina and
Chemicals (AWAC) assets, will be integral to Alcoa's future
strategy and will benefit from ongoing support from its parent
under any foreseeable circumstances. Therefore, we have equalized
our issuer credit rating on Alumina to that of Alcoa
(BB/Stable/--). Our view of Alcoa's financial risk profile is
largely unchanged as Alcoa previously consolidated on 100% basis
earnings from its 60% ownership in the AWAC joint venture with
Alumina.
The recent acquisition of Alumina streamlines ownership of Alcoa's
most competitive assets and increases cash flow generation for the
overall group. Going forward, Alcoa will retain all cash generated
at its historically most profitable and attractive assets. However,
while we view this as positive for Alcoa, the alumina operations
will face headwinds for the next several years as it navigates
lower bauxite grades under the current mine plan, which the company
expects to continue until at least 2027. As such, Alcoa's alumina
segment (which already encompasses the alumina operations of
Alumina Limited.) profitability will be dependent on supportive
alumina prices, improving raw material and energy price changes and
realizing the $70 million of cost savings from curtailing Kwinana.
With alumina prices for the year to date averaging $422 per ton,
compared to $347/ton a year ago, profitability is showing signs of
improvement. Reported EBITDA for the alumina segment (excluding
restructuring, transformational and corporate costs) on a rolling
12-month basis as of June 30, 2024, has improved to $462 million
compared to $232 million a year ago. S&P said, "That said, we still
see risk of earnings volatility from aluminum and alumina price
swings and elevated mining costs at a time when Alcoa's credit
cushion is diminished, with Debt to EBITDA above 4x as of June 30,
2024. We expect earnings will continue to be highly sensitive to
aluminum and alumina prices. A +/- $10 per metric ton (mt) change
in Alumina Price Index (API) and +/- $100/mt change in LME aluminum
prices translates to approximately $260 million impact to EBITDA."
S&P said, "Our stable outlook on Alumina reflects the outlook of
its parent, Alcoa. We based the outlook on Alcoa on our view that
leverage will trend toward 3x in 2025 as the company completes
portfolio actions to support future profitability and navigates
weaker profitability at its alumina operations in Western Australia
over the next couple of years."
AQA ACQUISITION: Moody's Affirms 'B3' CFR, Outlook Stable
---------------------------------------------------------
Moody's Ratings affirmed AQA Acquisition Holding, Inc's (SmartBear)
B3 Corporate Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's affirmed the B2 rating on the company's
senior secured first lien bank credit facilities. The outlook is
stable.
RATINGS RATIONALE
The B3 CFR reflects SmartBear's very high leverage, small revenue
base, and narrow product focus. Adjusted leverage is in excess of
8x (Moody's adjusted), although pro forma adjusted debt to cash
EBITDA leverage, which includes change in deferred revenue, is just
under 8x as of LTM March 2024. Moody's also expect that
debt-funded, tuck-in acquisitions will continue resulting in
adjusted leverage remaining elevated.
SmartBear benefits from its leading position in a niche but growing
market, largely recurring revenue base (near 100% of total
revenues), adjusted EBITDA margins in the mid-to-high 30% range,
and Moody's expectation of continued organic growth. Moody's expect
that despite elevated interest costs, the company will be able to
generate positive free cash flow and free cash flow to debt will
remain in the low-single digit percentage range reflecting good
profitability and minimal capex requirements. However, continued
transaction and integration fees associated with M&A activities
have the potential to keep financial leverage high and depress cash
flow generation.
The stable outlook reflects Moody's expectation that SmartBear will
continue to grow revenue and EBITDA organically in at least a
mid-single digit percent range over the next 12-18 months. Despite
the increase in funded debt by $124 million in May 2021 to fund the
Bugsnag acquisition and $40 million in 2H 2023 to fund the
Stoplight, Inc acquisition, Moody's expect cash-adjusted leverage
will improve toward the mid 7x range in the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
SmartBear's ratings could be upgraded if the company continues to
grow revenue and EBITDA organically such that scale is meaningfully
increased and cash adjusted leverage is maintained below 6x.
The ratings could be downgraded if cash adjusted leverage is
expected to be above 8x on other than a temporary basis as a result
of deteriorating performance or debt funded distributions or
acquisitions. Ratings could also be downgraded if Moody's expect
declines in cash flow generation will lead to negative adjusted
free cash flow to debt.
SmartBear, headquartered in Somerville, MA is a provider of
software testing automation tools used by software developers
across a broad set of enterprise customers. SmartBear is owned by
funds affiliated with private equity sponsors Francisco Partners
and Vista Equity Partners.
The principal methodology used in these ratings was Software
published in June 2022.
ARU PHARMA: Unsecureds to Split $253K in Liquidating Plan
---------------------------------------------------------
Aru Pharma Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York a Disclosure Statement for Chapter 11
Plan of Liquidation dated August 6, 2024.
The Debtor is a New York corporation having an address of 7 Wingate
Place, Yonkers, New York 10705.
In early 2023, Aru was made aware of an ongoing investigation
conducted by the Centers for Disease Control and Prevention ("CDC")
stemming from a multistate cluster of Pseudomonas aeruginosa
infections which implicated various over-the-counter artificial
tears and eyedrops which caused injury or death to multiple
individuals. Unfortunately, it is alleged that Ezricare Brand
Artificial Tears Lubricant Eye Drops ("Ezricare Eye Drops", one of
the items distributed by the Debtor) was one of the products
implicated by the CDC.
As a result of the investigation, the FDA issued a recall of all of
the implicated products, including the Ezricare Eye Drops. The
Debtor instantly began cooperating with the FDA with regard to the
recall, placing a visable warning on its website directing the
consumer to a page containing all the information available about
the recall, how to obtain further information and how to report and
pursue a claim.
As a result, the Debtor was rendered unable to conduct its business
as either a wholesaler-repacker of drugs or as a distributor.
Additionally, Arumugam Jayakumar died and neither Rajammal
Jayakumar (his widow) nor Lalithapriya Jayakumar (his daughter, an
accomplished surgeon) were in a position to attempt to breathe new
life into the Debtor. Thus, Rajammal Jayakumar, as acting principal
of the Debtor, determined to file the instant chapter 11 petition
to allow the Debtor to liquidate its operations and distribute the
proceeds of said liquidation to its creditors.
Class 1 designated under and by the Plan consists of all Persons or
Entities who hold Allowed General Unsecured Claims against the
Debtor. The Debtor shall pay all of its available cash, after the
payment in full of all Administration Expenses and the holdback of
$5,000.00 for the payment of expenses that will be incurred in
winding up the Debtor's affairs (including, but not limited to
professional fees), to the holders of Claims includable in Class 1,
on a pro-rata basis, without interest, in one lump-sum payment
payable on the Effective Date.
Based on the analysis, the Debtor believes that the total Claims
that will includable in this class aggregate $281,426,003.60. It is
anticipated that on the Effective Date the Debtor will have
available cash in the approximate sum of $387,000.00. After
deducting the Administration Expenses in the approximate sum of
$134,000.00 and the wind-up expenses of $5,000.00, it is
anticipated that there will be $253,000.00 available for
distribution to Class 1 Claimants under the Debtor's Plan, which is
an approximate .00089899% percent distribution to each holder of a
Class 1 Claim. Class 1 claims are Impaired.
Class 2 designated under and by the Plan consists of Allowed Stock
Interests. There shall be no dividends on any Class of corporate
stock declared or distributed pending the full and final payment of
all sums required under Section 5.1 of the Plan. This class is
Unimpaired are therefore not entitled to vote for or against the
Plan and will be deemed to have accepted the Plan.
All monies which shall be used to make the payments to all holders
of Administrative claims, Priority Tax claims and Class1 Claims
shall be derived from the proceeds of the liquidation of the
Debtor's assets. As of the date hereof, all of the Debtor's assets
have been liquidated and the proceeds are currently being
maintained in the Debtor's Debtor-In-Possession bank account (the
"DIP Account").
As of the date hereof, the balance of the Debtor's DIP Account is
$387,616.52. There are no additional sums being added to the DIP
Account so that sum is not expected to increase. Thus, these funds
shall be used to wholly fund the payments required to be made under
the Debtor's Plan.
A full-text copy of the Disclosure Statement dated August 6, 2024
is available at https://urlcurt.com/u?l=3RsG9z from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Michael G. Mc Auliffe, Esq.
THE LAW OFFICE OF MICHAEL G. MC AULIFFE
68 South Service Road
Suite 100
Melville, NY 11747
Tel: 516-927-8413
Fax: 516-927-8414
Email: mgmlaw@optonline.net
About Aru Pharma
Aru Pharma Inc., a manufacturer of drugs and pharmaceuticals in
Yonkers, N.Y., filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22157) on Feb. 27,
2023. In the petition filed by Rajammal Jayakumar, proposed
executrix of the Estate of Arumugan Jayakumar, the Debtor reported
total assets of $109,091 and total liabilities of $1,409,828.
Judge Sean H. Lane oversees the case.
The Debtor tapped Michael G. Mc Auliffe, Esq., at The Law Office of
Michael G. Mc Auliffe as bankruptcy counsel and Neil Flynn, Esq.,
at The Russell Friedman Law Group, LLP as special counsel.
BAUDAX BIO: Seeks to Extend Plan Exclusivity to October 19
----------------------------------------------------------
Baudax Bio, Inc., asked the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to extend its exclusivity periods to file
a plan of reorganization and obtain acceptance thereof to October
19 and December 18, 2024, 2024, respectively.
The Debtor has approximately 200 creditors, including secured,
priority, and unsecured creditors. As of this date, 66 proofs of
claim have been filed, and one creditor has asserted a disputed
administrative claim against the Debtor.
In light of the Debtor's ongoing efforts to monetize its assets,
the time required to analyze the claims of creditors, organize the
Debtor's creditors into appropriate classes, and formulate a plan
of reorganization that contemplates all forms of monetization of
the Debtor’s assets, the Debtor is requesting a second extension
of the exclusivity periods under section 1121(b) of the Bankruptcy
Code.
In the instant case, cause for a second extension of exclusivity
exists because the Debtor requires additional time to analyze the
claims of ordinary and alleged administrative creditors, organize
its creditors into appropriate classes, and craft a plan of
reorganization that can accommodate various and previously
unanticipated forms of monetizing the Debtor's intellectual
property.
The Debtor explains that it would be premature (at best), as well
as a waste of time, effort and resources, including judicial
resources, to require the Debtor to file a plan by August 20, 2024
to maintain its right to exclusivity.
The Debtor believes that the extension of the exclusive periods is
warranted and appropriate under the circumstances and should be
granted. It is submitted that, particularly in light of the
anticipated liquidation plan to be proposed by the Debtor, the
extension requested will not prejudice the legitimate interests of
any creditor and will likely afford parties in interest an
opportunity to pursue to fruition the beneficial objectives of a
consensual reorganization.
Baudax Bio, Inc. is represented by:
David B. Smith, Esq.
Nicholas M. Engel, Esq.
SMITH KANE HOLMAN, LLC
112 Moores Road, Suite 300
Malvern, PA 19355
Telephone: (610) 407-7215
Facsimile: (610) 407-7218
Email: dsmith@skhlaw.com
About Baudax Bio, Inc.
Baudax Bio, Inc. is a biotechnology company focused on developing T
cell receptor therapies utilizing human regulatory T cells, as well
as a portfolio of clinical stage neuromuscular blocking agents and
an associated reversal agent.
Baudax Bio, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
24-10583) on February 22, 2024, listing up to $50,000 in assets and
$10 million to $50 million in liabilities. The petition was signed
by Gerri Henwood as chief executive officer.
Judge Magdeline D Coleman presides over the case.
David B. Smith, Esq. at SMITH KANE HOLMAN, LLC represents the
Debtor as counsel.
BEN'S CREEK: Plan Exclusivity Period Extended to Oct. 11
--------------------------------------------------------
Judge David Bissett of the U.S. Bankruptcy Court for the Southern
District of West Virginia extended Ben's Creek Operations WV, LLC,
and its affiliates' exclusive periods to file a plan of
reorganization and obtain acceptance thereof to October 11 and
December 10, 2024, respectively.
As shared by Troubled Company Reporter, this chapter 11 case
involves three separate Debtor entities. As set forth in the
Omnibus Declaration of Christopher S. Walker in Support of Chapter
11 Petition and Debtors' First Day Motions, the Debtors own and
operate a metallurgical coal mine complex in Mingo County, West
Virginia, where they own approximately 640 fee acres of surface and
mineral property. The Debtors also hold approximately 7,000
additional acres of coal reserves under lease.
Further, the Debtors hold 13 coal mining permits issued by the West
Virginia Department of Environmental Protection. This chapter 11
case is somewhat large and complex, which weighs in favor of
granting Debtors' request to extend the Exclusivity Periods.
The Debtors explain that the companies and their advisors are in
the process of planning for the sale of substantially all of
Debtors' assets. Debtors have had discussions with the creditors'
committee and other parties in interest regarding the conclusion of
this case. However, due to the time and effort required to advance
the case to a sale, Debtors require additional time to formulate a
plan. An extension of the Exclusivity Periods would allow the
Debtors to continue working with all parties to resolve outstanding
matters and formulate a plan.
Counsel to the Debtors:
James W. Lane, Jr., Esq.
Eric M. Johnson, Esq.
L. Elizabeth King, Esq.
Flaherty Sensabaugh Bonasso PLLC
200 Capitol Street
P.O. Box 3843
Charleston, WV 25338
Tel: (304) 345-0200
Email: jlane@flahertylegal.com
About Ben's Creek Operations WV
Ben's Creek Operations WV, LLC and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.W.V. Lead Case No. 24-20079) on
April 14, 2024. At the time of the filing, Ben's Creek reported $1
million to $10 million in assets and $10 million to $50 million in
liabilities.
Judge David L. Bissett oversees the cases.
Flaherty Sensabaugh Bonasso, PLLC, is the Debtors' legal counsel.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Whiteford, Taylor & Preston, LLP and George Law
Group, PLLC as legal counsels, and Mineral Energy Resource
Associates, LLC as mining consultant.
BERRY CORP: S&P Downgrades ICR to 'CCC+' on Refinancing Risk
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'CCC+' from
'B-' on Dallas-based oil and gas exploration and production (E&P)
company Berry Corp. S&P also lowered the issue-level rating on
Berry's unsecured notes due February 2026 to 'B-' from 'B'. The
recovery rating remains '2', reflecting its expectation for
substantial (70%-90%; rounded estimate: 85%) recovery in the event
of a payment default.
The negative outlook reflects S&P's view that Berry is dependent on
favorable conditions to refinance its unsecured notes due February
2026 in a timely manner. However, its leverage remains modest, and
S&P forecasts average funds from operations (FFO) to debt of about
40% and debt to EBITDA of about 2.25x.
Refinancing risk is heightened for Berry's RBL facility due August
2025 and senior unsecured notes due February 2026.
The temporary suspension of the Kern County Environmental Impact
Review (EIR) continues the effective pause on new well drilling in
Kern County, Calif. (81% of production) over the short term (12-18
months), unless operators can demonstrate CEQA compliance in
alternative ways. S&P said, "We view this as negative to Berry's
refinancing efforts, although we expect it will have a more limited
impact on operations through mid-2026. Further, its RBL facility
matures in less than 12 months, which we believe limits the
company's liquidity sources. As of July 2024, the company paid down
the RBL balance to $28 million, and we expect management will use
excess cash flow to materially reduce the outstanding balance by
year end. The unsecured notes mature in about 18 months."
S&P's forecast for production is unchanged.
In the second quarter, Berry averaged 25.3 thousand barrels of oil
equivalent per day (mboe/d) of production (93% of oil that receives
Brent pricing). S&P anticipates the company will largely offset
production declines to mid-2026 through a combination of
sidetrack/workover activity in California, a slight increase in
spending on its Uinta acreage (20% of capital expenditures in 2024
from 10% in 2023), and opportunistic approvals of new well permits
in Kern County through its own CEQA compliant environmental study -
an existing EIR that is specific to a portion of Berry's acreage
and not reliant on the Kern County EIR. Earlier this year, Berry
did receive approvals for 14 new well permits citing this
acreage-specific environmental study and expects to drill these
across 2024 and early 2025. Berry has 86 PUD locations that could
be developed on this acreage at similar levels of profitability,
which S&P estimates requires about four to six months for permit
approvals.
Despite the ongoing Kern County situation, about 80% of Berry's
production is hedged while 90% of natural gas purchases (required
for steam injection) are effectively hedged through swaps (72%) and
Utah production (18%), with the remaining 10% exposed to in-basin
benchmark SoCal Citygate.
S&P said, "We forecast discretionary free cash flow (after
shareholder returns; and including $20 million of contracted
acquisition spending in 2024) of about $50 million and $35 million
in 2024 and 2025, respectively. We expect the shareholder return
framework to remain in place. Berry pays a fixed dividend of $37
million annually and a variable dividend of 20% of free cash flow
after the fixed dividend. We anticipate it will use the remaining
80% primarily for debt reduction over share buybacks.
"The negative outlook reflects our view that Berry is dependent on
favorable business, financial, and operating conditions to
refinance its unsecured notes due February 2026 in a timely manner
which could lead to an unsustainable capital structure, partially
due to the ongoing effective pause on new drilling on a portion of
Berry's California acreage related to the court challenge of Kern
County's EIR. However, its leverage remains modest, and we forecast
average FFO to debt of about 40% and debt to EBITDA of about 2.25x
(inclusive of S&P's standard adjustment to include ARO liabilities
as debt in our adjusted debt metrics). We forecast discretionary
free cash flow (after shareholder returns; and including $20
million of contracted acquisition spending in 2024) of about $50
million and $35 million in 2024 and 2025, respectively.
"We could lower our rating on Berry if the company cannot
successfully refinance its unsecured notes due February 2026 in a
timely manner.
"We could raise the rating if Berry successfully refinances its RBL
and unsecured notes while improving liquidity to adequate."
BLACK WOLF: Case Summary & 11 Unsecured Creditors
-------------------------------------------------
Debtor: Black Wolf Holdings LLC
d/b/a Blackwolf Homes
19561 South Tamiami Trail
Fort Myers, FL 33908
Business Description: The Debtor sells and installs manufactured
and modular homes serving the Southwest
Florida area.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-01313
Judge: Hon. Caryl E Delano
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: jluna@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven Game as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/H5VN6WI/Black_Wolf_Holdings_LLC__flmbke-24-01313__0001.0.pdf?mcid=tGE4TAMA
BLUE DUCK: Friedman & Feiger Represents Hoge and Wadley Parties
---------------------------------------------------------------
The law firm of Friedman & Feiger, LLP ("F&F") filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 case of Blue Duck
Energy, Ltd., the firm represents Stewart Hoge, Hoge & Gameros, LLP
("H&G"), Indian Territory Holdings, LLC ("ITH"), Seth Wadley
("Wadley"), Wadley Family Investments, LLC ("WFI") and Purple Dog
Investments, LLC ("Purple Dog") and Stewart B. Hoge, PC (the "Hoge
and Wadley Parties").
F&F fully advised each of the Hoge and Wadley Parties with respect
to F&F's concurrent representation of them. Each of the Hoge and
Wadley Parties consented to that representation and requested that
F&F represent them in the Bankruptcy Case.
The Hoge and Wadley Parties, in addition to the Debtor, are co
defendants in Cause No. DC-23-06044 (the "State Court Action") that
was pending in the 192nd Judicial District Court of Dallas County,
Texas where the plaintiffs are JetTexas Oil, LLC and Garrett
Johnson, and the third party defendants are Brandi E. Johnson and
Jacob "Jack" Ziegler.
The other co-defendants in the State Court Action are Blue Duck GP,
LLC (the Debtor's general partner) and James Kondziela (the Manager
of Blue Duck GP). On the Petition Date, the Debtor filed its Notice
of Removal under Bankruptcy Rule 9027, Local Bankruptcy Rule 9027-1
and Local Rule 81.1 transferring the State Court Action to this
Court in the Bankruptcy Case and creating an adversary proceeding.
In addition, ITH owns a 50% partnership interest in the Debtor and
Hoge is a Manager of ITH. The State Court Action involves issues
regarding, inter alia, the ownership interest of the other 50% of
the Debtor. JetTexas and Johnson (the 100% owner Manager of
JetTexas) claim that JetTexas owns the other 50% of the Debtor
while the Hoge and Wadley Parties claim that WFI owns the other 50%
of the Debtor. Wadley is the 100% owner and Manager of WFI.
The Entities' names and address are:
1. Stewart Hoge
6116 North Central Expressway, Suite 1400,
Dallas, Texas 75206
2. Hoge & Gameros, LLP
6116 North Central Expressway, Suite 1400,
Dallas, Texas 75206
3. Indian Territory Holdings, LLC
6116 North Central Expressway, Suite 1400,
Dallas, Texas 75206
4. Stewart B. Hoge, PC
6116 North Central Expressway, Suite 1400,
Dallas, Texas 75206
5. Seth Wadley
2930 Adams Road, No. 140, Norman,
Oklahoma 73069
6. Wadley Family Investments, LLC
4340 Covington Way, Norman,
Oklahoma 73072-2315
7. Purple Dog Investments, LLC
100 48th Avenue, N.W., Norman,
Oklahoma 73072
The law firm can be reached at:
FRIEDMAN & FEIGER, L.L.P.
Lawrence J. Friedman, Esq.
Seymour Roberts, Jr., Esq.
Dominion Plaza West
17304 Preston Road, Suite 300
Dallas, Texas 75252
(972) 788-1400 (Telephone)
(972) 788-2667 (Telecopier)
Email: lfriedman@fflawoffice.com
sroberts@fflawoffice.com
About Blue Duck Energy
Blue Duck Energy, Ltd. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-20224) on August
14, 2024, with $10 million to $50 million in assets and
liabilities. James Kondziela, Manager of the Debtor's General
Partner, signed the petition.
Joshua N. Eppich, Esq. at BONDS ELLIS EPPICH SCHAFER JONES LLP
represents the Debtor as legal counsel.
BUILT BY KCE: Unsecureds to Get Share of Income for 36 Months
-------------------------------------------------------------
Built by KCE, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Plan of Reorganization dated August
5, 2024.
The Debtor is a Georgia corporation. The Debtor s current business
purpose is the ownership 2 properties.
The first is a penthouse condo located at 285 Centennial Olympic
Park Drive, PH 1-4, Atlanta, Georgia 30339 in downtown Atlanta (the
"Penthouse"). The second is a land lot south of Atlanta located at
365 Melissa Way, Atlanta, Georgia 30349 (the "Land Lot").
The Penthouse secures a loan owed to Kenneth J. Seitz as Trustee of
PF Profit Sharing Plan (the "Loan"). Debtor made all payments that
came due from on the Loan from inception through maturity. However,
Debtor did not have sufficient cash at maturity to pay off the
balance of the Loan. The lender subsequently initiated a
foreclosure action on the Penthouse, which led to Debtor filing the
instant bankruptcy to protect significant equity in the Penthouse.
The Debtor's only unsecured claims are an estimated Internal
Revenue Service ("IRS") claim of $2,960.00 (see Proof of Claim No.
1) and property taxes owed to the Fulton County Tax Commissioner of
$6,753.64 for taxes owed on the Penthouse. Neither of these claims
are priority claims.
The Plan proponent's financial projections show that the Debtor
will have projected disposable income in the amount of not less
than $18,800 per quarter.
This Plan proposes to pay creditors of Debtor from Debtor's future
projected monthly income. The Plan shall be for a 36-month term.
Debtor shall remit any disposable income to creditors in accordance
with Section 1191(c) and (d) of the Bankruptcy Code and as
described in this Plan until creditors are paid in full.
Class 4 consists of General Nonpriority Unsecured Claims. All
projected net disposable income after paying Class 2 and Class 3
shall be paid to class 4 claimants, in monthly pro rata
installments based on the allowed amounts of those claims, until
paid in full or until the 36th month after the Effective Date,
whichever occurs first. This Class is impaired.
The Debtor will fund the plan payments through its future income,
as more fully described in this Plan of Reorganization. Debtor has
filed financial projections with this Plan showing that the
proposed monthly payments are feasible based on projected income
and expenses.
The Debtor will retain its current owner and officer, Mr. Kevin
Edwards, to effectuate the terms of this Plan.
A full-text copy of the Plan of Reorganization dated August 5, 2024
is available at https://urlcurt.com/u?l=2dNfEP from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael D. Robl, Esq.
Maxwell W. Bowen, Esq.
Robl Law Group LLC
3750 Lavista Road, Suite 250
Tucker, GA 30084
(404) 373-5153 (phone)
(404) 537-1761 (fax)
michael@roblgroup.com (email)
max@roblgroup.com (email)
About Built by KCE
Built by KCE, Inc. is a Georgia corporation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54629) on May 6, 2024,
with $500,001 to $1 million in assets and liabilities.
Michael D. Robl, Esq., at Robl Law Group, LLC, is the Debtor's the
Debtor as legal counsel.
CATHOLIC MEDICAL: Moody's Puts Ba1 Rating on Review for Downgrade
-----------------------------------------------------------------
Moody's Ratings has placed Catholic Medical Center's (NH) Ba1
revenue bond rating under review for downgrade. Previously, the
outlook was negative. Catholic Medical Center (CMC) had
approximately $163 million of debt outstanding at fiscal 2023.
The rating is under review for downgrade as Moody's assess the
closing of the asset purchase agreement with HCA Inc. (HCA)
currently pending regulatory approvals and the risk of additional
liquidity and cashflow losses in the near term.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review reflects the likelihood of a downgrade should the asset
purchase agreement between CMC and HCA not occur as CMC's continued
operating losses are driving cash declines. Recently posted Q3
results report a -3.5% operating cash flow margin and unrestricted
cash to debt of approximately 90%. Management will continue to
focus on revenue cycle management and expense reduction and
forecasts an operating loss of approximately $38 million by the end
of fiscal 2024, a small improvement from the $46 million operating
loss reported in 2023. Cash will continue to decline without
significant operating performance improvement, bringing the system
closer to a covenant breach if cash to debt falls below 60%.
The asset purchase agreement with HCA would provide CMC access to
significantly greater scale, resources and capital investment. If
approved, CMC's outstanding debt would be defeased and rating would
be withdrawn.
RATING OUTLOOK
Moody's review will focus on CMC's operating results and impact on
liquidity, as well as ability to clear covenants over the next
several quarters. Moody's review will also focus on the outcome of
the pending asset purchase agreement with HCA.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- A confirmation of the rating would be considered in the event
that CMC can successfully stem operating losses and stabilize
liquidity, reducing risk of a covenant breach
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Rapid deterioration of cash or further narrowing of the cash to
debt covenant to below 75%
-- Failure to durably improve operating performance
-- Meaningful delays or failure to close asset purchase agreement
with HCA
LEGAL SECURITY
Bonds are payable from a pledge of gross revenues of the obligated
group, consisting of the hospital only, as well as a mortgage on
certain real property including the hospital. Covenants include a
debt service ratio of 1.2 times measured quarterly. Below 1.2 times
will result in a consultant call-in and below 1.0 times is
considered an event of default. Bank covenants include cash to debt
covenant of 0.60:1 measured quarterly. Failure to meet this
covenant will result in an event of default.
PROFILE
Catholic Medical Center is a 330-bed acute care hospital in
Manchester, NH offering tertiary services and specializing in
cardiac care. In addition to CMC, the system includes an employed
physician group and part ownership of an ambulatory surgical
center.
METHODOLOGY
The principal methodology used in these ratings was US
Not-for-profit Healthcare published in February 2024.
CELEBRATION TITLE: Case Summary & 14 Unsecured Creditors
--------------------------------------------------------
Debtor: Celebration Title Group, LLC
950 Celebration Blvd.
Suite D
Kissimmee, FL 34747
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-04600
Judge: Hon. Lori V Vaughan
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amanda C. Douglas as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/MPIQRSQ/Celebration_Title_Group_LLC__flmbke-24-04600__0001.0.pdf?mcid=tGE4TAMA
CL CRESSLER: Case Summary & 11 Unsecured Creditors
--------------------------------------------------
Debtor: CL Cressler, Inc.
d/b/a Care Capital Management, Inc.
d/b/a The Medicine Shoppe
3913 Hartzdale Drive
Suite 1306
Camp Hill, PA 17011
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
Middle District of Pennsylvania
Case No.: 24-02143
Debtor's Counsel: Lawrence V. Young, Esq.
CGA LAW FIRM
135 North George Street
York, PA 17401
Tel: 717-848-4900
Fax: 717-843-9039
E-mail: lyoung@cgalaw.com
Total Assets: $1,559,353
Tota Liabilities: $12,231,972
The petition was signed by Daniel A. Brown as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/NFB73ZY/CL_Cressler_Inc__pambke-24-02143__0001.0.pdf?mcid=tGE4TAMA
CMM MINEOLA: Sets Oct. 1 Deadline for Autumn Wind Facility Sale
---------------------------------------------------------------
Hilco Real Estate Sales announces October 1, 2024, as the
qualifying bid deadline for the Chapter 11 bankruptcy sale of an
operating 98,000+/- SF assisted living facility in Mineola, Texas:
Autumn Wind of Mineola. The sale is subject to the approval by the
United States Bankruptcy Court for the Eastern District of Texas,
Tyler Division, IN RE: CMM-MINEOLA LLC, Case No. 24-60336.
Recently remodeled in 2019, Autumn Wind of Mineola sits on 25.7+/-
total acres with 10+/- acres hosting the main assisted and
independent living structures and 15+/- adjacent acres of
developable land. There are seven structures totaling 98,000+/- SF,
one assisted living facility and six detached independent living
buildings. Licensed for 90 beds, this turnkey facility features 106
rooms with 112 total beds, providing opportunities for increased
resident occupancy. The facility offers a commercial kitchen,
individual room kitchenettes and thermostats, outdoor bedroom
patios, 24-hour security, resident transportation and more. With
the opportunity to enhance services like memory care, skilled
nursing, respite care and resident amenities and optimize the
maximum bed count in existing spaces, this offering presents the
possibility to bolster healthcare services in order to capitalize
on a growing need for senior housing in the area. Additionally, the
15+/- acres of land zoned MF-24 provide for expansion of the
current assisted living and independent living use, including
alternative uses like behavioral health, memory care, drug
rehabilitation or even general multifamily development.
This property is situated 85 miles east of the rapidly-growing
Dallas-Fort Worth-Arlington MSA (The Metroplex), deemed the most
populous metropolitan statistical area in the Southern United
States, totaling 7,637,387 in 2020 by the U.S. Office of Management
and Budget. This region further benefits from the historic and
continued migration of the nation's population from Rust Belt
states to Sun Belt states, driven by factors like affordable
housing, job growth and warmer climates. Dodge Data and NICMap
Vision report that among the fastest growing 30 metros with over
100,000 residents 75+, 27 are in the Sun Belt, prompting a need in
this area as the number of seniors continues to rise. Seniors
Housing Business noted 10,000 Americans will turn 80 every day
starting in 2025. By 2030, all 73 million Baby Boomers will be of
retirement age. These demographic shifts underscore the pressing
need for expanded healthcare services.
Terry Rochford, senior vice president of business development at
Hilco Real Estate Sales, stated, "Autumn Wind of Mineola offers an
exceptional opportunity for investors to step into a market poised
for growth. With its existing infrastructure and the potential for
expansion, this property is well-positioned to serve the increasing
needs of an aging population in East Texas."
Steve Madura, senior vice president at Hilco Real Estate Sales,
added, "The combination of a recently remodeled facility and the
strategic location near a rapidly expanding metropolitan area makes
Autumn Wind of Mineola a compelling investment. This sale provides
the perfect platform to not only meet current demand but to
anticipate and accommodate future growth in senior housing."
Qualifying bids must be received on or before the deadline of
October 1, 2024, at 5:00 p.m. (CT) and must be submitted on the bid
document available for review and download from Hilco Real Estate
Sales' website.
Interested buyers should review the terms of sale for requirements
to participate in the sale process available on Hilco Real Estate
Sales' website. For further information, please contact Michael
Kneifel at (847) 201-2322 or mkneifel@hilcoglobal.com or Jordan
Schack at (847) 504-3297 or jschack@hilcoglobal.com.
For further information on the property, sale process and terms or
to obtain access to due diligence documents, please visit
HilcoRealEstateSales.com or call (855) 755-2300.
About Hilco Real Estate Sales
Successfully positioning the real estate holdings within a
company's portfolio is a material component of establishing and
maintaining a strong financial foundation for long-term success. At
Hilco Real Estate Sales (HRE), a Hilco Global company
(HilcoGlobal.com), it advises and executes strategies to assist
clients seeking to optimize their real estate assets, improve cash
flow, maximize asset value and minimize liabilities and portfolio
risk. It helps clients traverse complex transactions and
transitions, coordinating with internal and external networks and
constituents to navigate ever-challenging market environments.
About CMM Mineola LLC
CMM Mineola LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60336) on June 3,
2024. In the petition filed by Chad Cable, as managing member, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
The Debtor is represented by Michael E. Gazette, Esq.
COTTLE CHRISTI: Angela Shortall Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Angela Shortall of
3Cubed Advisory Services, LLC as Subchapter V trustee for Cottle
Christi L, LLC.
Ms. Shortall will be paid an hourly fee of $525 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Shortall declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Angela L. Shortall
3Cubed Advisory Services, LLC
111 S. Calvert St., Suite 1400
Baltimore, MD 21202
Phone: 410-783-6385
About Cottle Christi L
Cottle Christi L, LLC, operates a restaurant in downtown
Martinsburg, Berkeley County, West Virginia; a sports bar at
Falling Waters, Berkeley County, and a separate restaurant at
Spring Mills.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00295) on June 16,
2023, with $1 million to $10 million in both assets and
liabilities. Christi L. Walls, owner and managing member, signed
the petition.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, is the Debtor's
legal counsel.
COTTLE LLC: Angela Shortall of 3Cubed Named Subchapter V Trustee
----------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Angela Shortall of
3Cubed Advisory Services, LLC as Subchapter V trustee for Cottle,
LLC.
Ms. Shortall will be paid an hourly fee of $525 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Shortall declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Angela L. Shortall
3Cubed Advisory Services, LLC
111 S. Calvert St., Suite 1400
Baltimore, MD 21202
Phone: 410-783-6385
About Cottle LLC
Cottle, LLC operates a deli/convenience store located in Falling
Waters, West Virginia.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00296) on June 16,
2023, with $1 million to $10 million in both assets and
liabilities. Larry D. Cottle, owner and managing member, signed the
petition.
Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's
legal counsel.
DERMTECH INC: Completes Asset Sale to DERM-JES Holdings
-------------------------------------------------------
DermTech, Inc. announced on August 30, 2024, that it has closed its
Asset Purchase Agreement (APA) with DERM-JES Holdings, LLC. As a
result of the APA, DERM-JES Holdings, LLC has acquired
substantially all assets of the Company. The new entity will
operate as DermTech, LLC going forward.
Led by a dedicated team of dermatologists, dermatopathologists and
experienced laboratory and industry professionals, DermTech, LLC's
focus will be a renewed commitment to quality and customer support.
The now-private company will remain in its state-of-the art
laboratory in San Diego, CA, and will continue processing orders
for the DermTech Melanoma Test (DMT).
Following completion of the court-approved auction process,
DermTech selected DERM-JES Holdings, LLC as the winning bidder. At
the Sale Hearing on August 15, 2024, the U.S. Bankruptcy Court for
the District of Delaware approved the Company's entry into the APA
pursuant to Section 363 of the U.S. Bankruptcy Code.
Additional information regarding the Chapter 11 process is
available at https://cases.stretto.com/DermTech/. Stakeholders with
questions may call the Company's claims agent Stretto at (855)
468-2381 or email at TeamDermTech@Stretto.com. At this time, the
Company does not expect its stockholders to receive value in
connection with the sale under the APA or in connection with the
Chapter 11 and any resulting dissolution. DermTech expects to cease
all operations other than those in connection with the Chapter 11
and dissolution.
About Dermtech, Inc.
San Diego, Calif.-based DermTech, Inc. is a molecular diagnostic
company developing and marketing novel non-invasive genomics tests
to aid in the diagnosis and management of melanoma.
DermTech, Inc. and DermTech Operations filed Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 24-11378) on June 18, 2024. At the
time of the filing, both Debtors reported $50 million to $100
million in both assets and liabilities.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Wilson Sonsini Goodrich & Rosati, P.C. as
bankruptcy counsel; AlixPartners, LLC as financial advisor; and TD
Cowen as investment banker. Stretto, Inc. serves as the Debtors'
claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Hogan Lovells US LLP as counsel. Potter Anderson & Corroon LLP as
Delaware counsel. Berkeley Research Group, LLC as financial
advisor.
E&J PROPERTIES: Steven Altmann Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Bankruptcy Administrator for the Northern District of
Alabama appointed Steven D. Altmann, Esq., at Nomberg Law Firm as
Subchapter V Trustee for E&J Properties, LLC.
About E&J Properties
E&J Properties, LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02477) on August 16,
2024, with $1 million to $10 million in assets and liabilities.
Brian E. Sanders, managing member, signed the petition.
Judge Tamara O. Mitchell presides over the case.
Anthony Brian Bush, Esq. at The Bush Law Firm, LLC represents the
Debtor as legal counsel.
FIREFLY NEUROSCIENCE: RJL 18 Capital Holds 6.2% Equity Stake
------------------------------------------------------------
RJL 18 Capital Canada LP disclosed in a Schedule 13G report filed
with the U.S. Securities and Exchange Commission that as of August
12, 2024, it beneficially owned 499,369 shares of Firefly
Neuroscience, Inc.'s common stock, representing 6.2% of the
shares outstanding.
A full-text copy of RJL 18 Capital's SEC Report is available at:
https://tinyurl.com/28kmrk73
About Firefly Neuroscience
Firefly Neuroscience, Inc., formerly known as WaveDancer, Inc., is
in the business of developing and maintaining information
technology systems, modernizing client information systems, and
performing other IT-related professional services to government and
commercial organizations. WaveDancer, based in Fairfax, Va., has
been servicing federal and commercial customers since 1979.
In its most recent Quarterly Report, the Company reported that it
generated an operating loss from continuing operations of $1.06
million during the six months ended June 30, 2024. As of June 30,
2024, the Company had a net working capital deficit of $746,040
including cash and cash equivalents of $244,137. Under existing
operating conditions, the Company estimates that over the 12 months
from the issuance of the financial statements, its operating
activities may use as much as $1 million to $1.5 million of cash,
including the satisfaction of all existing liabilities. The
Company's line of credit balance as of June 30, 2024, was $300,000,
had no additional borrowing capacity, and expired on July 16, 2024.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for at least the next 12 months from
the date of filing of the Quarterly Report.
As of June 30, 2024, Firefly Neuroscience had $3.31 million in
total assets, $1.93 million in total liabilities, and $1.38 million
in total stockholders' equity.
FIREFLY NEUROSCIENCE: Roxy Capital Holds 8.6% Equity Stake
----------------------------------------------------------
Roxy Capital Corp disclosed in a Schedule 13G report filed with the
U.S. Securities and Exchange Commission that as of August 12, 2024,
it beneficially owned 690,072 shares of Firefly Neuroscience,
Inc.'s common stock, representing 8.6% of the shares outstanding.
A full-text copy of Roxy Capital's SEC Report is available at:
https://tinyurl.com/yw6nj6uf
About Firefly Neuroscience
Firefly Neuroscience, Inc., formerly known as WaveDancer, Inc., is
in the business of developing and maintaining information
technology systems, modernizing client information systems, and
performing other IT-related professional services to government and
commercial organizations. WaveDancer, based in Fairfax, Va., has
been servicing federal and commercial customers since 1979.
In its most recent Quarterly Report, the Company reported that it
generated an operating loss from continuing operations of $1.06
million during the six months ended June 30, 2024. As of June 30,
2024, the Company had a net working capital deficit of $746,040
including cash and cash equivalents of $244,137. Under existing
operating conditions, the Company estimates that over the 12 months
from the issuance of the financial statements, its operating
activities may use as much as $1 million to $1.5 million of cash,
including the satisfaction of all existing liabilities. The
Company's line of credit balance as of June 30, 2024, was $300,000,
had no additional borrowing capacity, and expired on July 16, 2024.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for at least the next 12 months from
the date of filing of the Quarterly Report.
As of June 30, 2024, Firefly Neuroscience had $3.31 million in
total assets, $1.93 million in total liabilities, and $1.38 million
in total stockholders' equity.
FLORIST ATLANTA: Unsecureds to Split $7K via Quarterly Payments
---------------------------------------------------------------
Florist Atlanta, Inc., submitted a Second Amended Plan of
Reorganization dated August 5, 2024.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 6 shall consist of General Unsecured Claims. If the Plan is
confirmed under Section 1191(a) of the Bankruptcy Code, the Debtor
shall pay the General Unsecured Creditors their pro rata share of
$7,219.36 to be paid in quarterly installments commencing on the
first day of the full quarter immediately following the Effective
Date and continuing on the 1st day of each quarter through and
including the 12th quarter following the Effective Date. General
Unsecured Creditors will receive 12 disbursements of $601.61.
If the Plan is confirmed under Section 1191(b) of the Bankruptcy
Code, Class 6 shall be treated the same as if the Plan was
confirmed under Section 1191(a) of the Bankruptcy Code. The Claims
of the Class 6 Creditors are Impaired by the Plan, and the holders
of Class 6 Claims are entitled to vote to accept or reject the
Plan.
Class 7 consists of Kenneth McLaughlin as the equity interest
holder of the Debtor and Mr. McLaughlin shall retain his interest
in the Reorganized Debtor.
The source of funds for the payments pursuant to the Plan is the
Debtor's continued business operations.
After the Confirmation Date, Debtor is authorized to sell or
refinance all its assets, specific assets including its real
property, free and clear of liens, claims and encumbrances as set
forth herein (the "Sale Procedures"). In the event the applicable
assets are subject to secured claims, Debtor is authorized to sell
or refinance such property free and clear of liens, claims and
encumbrances on the following terms:
* If selling or refinancing the entire property, Debtor may
sell or refinance such property for any amount (a release amount)
that is at least equal to the outstanding amount of Allowed Secured
Claims securing such property, or such other amount as the holder
of the Allowed Secured Claim and the Debtor agree; and
* If selling or refinancing a portion of the property, such as
a lot or portion of the acreage, Debtor may sell or refinance such
property for any amount (a release amount) that is at least equal
to the outstanding amount of Allowed Secured Claims securing such
property, or such other amount as the holder of the Allowed Secured
Claim and the Debtor agree.
A full-text copy of the Second Amended Plan dated August 5, 2024 is
available at https://urlcurt.com/u?l=IgNTWt from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
William A. Rountree, Esq.
Caitlyn Powers, Esq.
Rountree, Leitman, Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Tel: (404) 584-1238
Email: wgeer@rlkglaw.com
About Florist Atlanta
Florist Atlanta, Inc., is a florist shop owned and operated by
Kenneth McLaughlin.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51980) on Feb. 26,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities. Kenneth McLaughlin, chief executive officer, signed
the petition.
Judge Paul W. Bonapfel oversees the case.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, is
the Debtor's legal counsel.
G&S FAMILY: Angela Shortall of 3Cubed Named Subchapter V Trustee
----------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Angela Shortall of
3Cubed Advisory Services, LLC as Subchapter V trustee for G&S
Family, LLC.
Ms. Shortall will be paid an hourly fee of $525 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Shortall declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Angela L. Shortall
3Cubed Advisory Services, LLC
111 S. Calvert St., Suite 1400
Baltimore, MD 21202
Phone: 410-783-6385
About G&S Family
G&S Family, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00349) on July
26, 2023, with $500,001 to $1 million in assets and $500,001 to $1
million in liabilities. Michelle Steele has been appointed as
Subchapter V trustee.
G&S Family tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee as
legal counsel; and Lorie Meadows as accountant. Larry Cottle, owner
of G&S Family, works for the Debtor as manager.
GRANITE CITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Granite City Mechanical, Inc.
814 Forrest Drive
Mount Airy, NC 27030
Business Description: The Debtor is a mechanical contractor in
Mount Airy, North Carolina.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 24-50323
Judge: Hon. Laura T Beyer
Debtor's Counsel: John C. Woodman, Esq.
ESSEX RICHARDS PA
1701 South Boulevard
Charlotte, NC 28203
Tel: (704) 377-4300
Fax: (704) 372-1357
Email: jwoodman@essexrichads.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sherri Fore as officer.
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/SIUHD7Q/Granite_City_Mechanical_Inc__ncwbke-24-50323__0001.0.pdf?mcid=tGE4TAMA
GREAT LAKES: S&P Upgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Great Lakes
Dredge & Dock Corp. to 'B-' from 'CCC+'. At the same time, S&P
raised its issue-level rating on the company's senior unsecured
notes to 'B-' from 'CCC+'. S&P's recovery rating remains '4'
(30%-50%; rounded estimate: 35%).
S&P said, "The stable outlook reflects our expectation that Great
Lakes will continue to expand revenue and improve profitability
throughout 2024 and into 2025. Additionally, we expect the company
will maintain sufficient liquidity to absorb free cash flow
deficits through the completion of new build programs in 2025.
"Great Lakes improved earnings through the first half of 2024,
exceeding our previous forecast, and we believe it is now well
positioned to sustain an expected free cash flow burn through
2025.It reported revenues of approximately $370 million through the
first two quarters of 2024, up approximately 27% compared to the
first half of 2023. It's driven primarily by an increase in capital
projects and coastal protection work that are typically larger on a
revenue base and have longer duration. Capital projects and coastal
protection revenue accounted for approximately 75% of revenue year
to date, an increase from 61% a year ago. Additionally, while Great
Lakes has burned approximately $230 million of backlog compared to
year-end 2023, nearly 90% of its backlog is made up of capital
projects and coastal protection work, which we believe provides
improved stability and visibility of the company's revenue
prospects. For the full year 2024, we expect revenue growth of
29%-31% in relation to 2023.
"In 2025, we expect revenue growth in the low-single-digit percents
as Great Lakes' backlog returns to a normalized $500 million-$700
million. Incremental benefit will come from new off-shore wind
projects in the back half of 2025 as its first off-shore wind ship,
the Acadia, begins work. The ship has two projects contracted for
through the first half of 2026, and Great Lakes is exploring
several options both domestically and internationally to utilize
its capacity beyond the initial projects. Given the breadth of
available projects and high demand outpacing capacity (specifically
in international markets), we now see the company's ability to
fully utilize the Acadia's capacity in the back half of 2025."
In addition to strong revenue growth, Great Lakes' profitability
has benefited from the increase in capital projects and coastal
protection work, which typically yield higher margins than
maintenance and river and lake work. Coupled with strong project
execution, S&P Global Ratings-adjusted EBTIDA margins expanded to
approximately 22.5% for the first half of 2024, up approximately
800 basis points compared to the first half of 2023 and 600 for the
full year. Given the company's current backlog mix with a high
proportion of capital projects and coastal protection in 2024 and
2025, we expect S&P Global Ratings-adjusted EBITDA margins in the
21%-23% range in 2024 and 2025.
The company's $290 million in liquidity will sustain expected cash
flow deficits in 2024 and in 2025. S&P said, "We expect capex of
approximately $150 million for the full year 2024 (approximately
$65 million of capex year to date) and approximately $100 million
for the full year 2025. Most of the capex over the next 18 months
is earmarked for two of Great Lakes' new build projects--the
Acadia, its first offshore wind ship, and the Amelia Island, a new
hopper dredge and sister ship to the recently completed Galveston
Island, which went into service this year. As a result, we expect a
free cash flow deficit of $75 million-$95 million in 2024, easing
to $15 million-$30 million in 2025. Beyond 2025, we expect capex to
reduce to the historically normalized $20 million-$40 million,
primarily for maintenance."
S&P said, "Although we expect a free cash flow burn of $70
million-$105 million over the next 18 months (accounting for the
year-to-date reported free cash flow deficit of approximately $20
million), we feel Great Lakes' liquidity position is sufficient to
absorb it throughout the remainder of the new build programs.
Liquidity at the end of the second quarter of 2024 included
approximately $23 million cash on hand and $50 million delayed-draw
term loan (which needs to be exercised by April 2025), and
approximately $228 million available on a $300 million asset-based
lending (ABL) credit facility. The ABL facility, which matures July
2027, was undrawn as of the second quarter, however availability is
reduced by outstanding letters of credit and the company's $50
million minimum liquidity requirement. If the company were to repay
the second lien term loan, the ABL availability would be limited by
a fixed charge covenant that carries a draw limit of 87.5% of full
capacity. We believe the company would not be in compliance with
the fixed charge covenant restrictions through 2025 (given that
capex impairs the fixed charge covenant ratio).
"With total liquidity as of the second quarter of approximately
$290 million, we believe Great Lakes has sufficient cushion to take
on the cash burn expected over the next 18 months. We believe
improved operating performance provides some cushion for
underperformance compared to our base case. Additionally, we expect
the company's S&P Global Ratings-adjusted EBITDA interest coverage
ratio to remain in the high-4x to mid-5x range in 2024 and 2025 and
debt to EBITDA in the mid-3x area, which we believe signals an
ability to meet financial obligations over the next couple of
years.
"The stable outlook reflects our expectation that Great Lakes will
continue to expand revenue and improve profitability throughout the
remainder of 2024 and into 2025. It also reflects our expectation
that the company will maintain sufficient liquidity to absorb free
cash flow deficits through the completion of its new build programs
in 2025.
"We could lower our ratings on Great Lakes if operating performance
deteriorates such that free operating cash flow (FOCF) deficits are
materially deeper than expected and liquidity comes under pressure,
leading us to assess the capital structure as unsustainable."
While unlikely over the next 12 months, S&P could raise its rating
on Great Lakes if:
-- S&P Global Ratings-adjusted FOCF to debt exceeds 5% on a
sustained basis; and
-- S&P Global Ratings-adjusted debt to EBITDA is sustained at
about 4x.
HERITAGE CANNABIS: Completes Asset Sale Under CCAA Proceedings
--------------------------------------------------------------
Heritage Cannabis Holdings Corp. announced on Aug. 29, 2024, that,
in connection with its creditor protection proceedings under the
Companies' Creditors Arrangement Act and its previously announced
sale and investment solicitation process approved as part of the
CCAA proceedings, the Company completed the transaction
contemplated by the amended and restated stalking horse
subscription agreement entered into on June 17, 2024 among, inter
alios, the Company, Heritage Cannabis West Corporation, Heritage
Cannabis East Corporation, as vendors and HAB Cann Holdings Ltd.,
as the purchaser.
As announced in the Company's April 15, 2024 press release, the
Company and its Canadian subsidiaries obtained an initial order
from the Ontario Superior Court of Justice (Commercial List)
granting the Heritage Group protection under the CCAA. The Initial
Order, among other things, appointed KPMG Inc. as the
Court-appointed monitor of the Heritage Group.
On June 26, 2024, the Court granted an order under the CCAA
pursuant to which the Court, among other things, approved the
Amended and Restated Stalking Horse Agreement and the transactions
contemplated thereunder. Among other things, the Approval and
Reverse Vesting Order, authorized and directed Heritage to, (1)
issue the Purchased Shares (as defined in the Amended and Restated
Stalking Horse Agreement) to HAB Cann, and, (2) upon closing of the
Transactions deemed all Equity Interests (as defined in the
Approval and Reverse Vesting Order) of Heritage other than the
Purchased Shares as having been terminated and cancelled without
consideration. The Approval and Reverse Vesting Order is available
on the Monitor's Website.
The common shares of the Company were delisted from the Canadian
Securities Exchange at the close of business on August 26, 2024,
and from the OTC Pink at the close of business on August 28, 2024.
On August 27, 2024, an order was issued by the Ontario Securities
Commission for the partial revocation of the failure-to-file cease
trade order issued by the OSC on April 8, 2024 as a result of the
Company's failure to file certain continuous disclosure documents.
The Company will be filing with the OSC an application for a full
revocation of the FFCTO and an application to cease to be a
reporting issuer in each of Alberta, British Columbia, New
Brunswick, Nova Scotia and Ontario.
Additional information regarding the Heritage Group's CCAA
proceedings and the Transaction can be found on the Monitor's
website (the "Monitor's Website") at https://kpmg.com/ca/heritage.
About Heritage Cannabis
Heritage (CSE: CANN) (OTCQX: HERTF) is a cannabis company offering
innovative products to both the medical and recreational legal
cannabis markets in Canada and the U.S., operating two licensed
manufacturing facilities in Canada. The company has an extensive
portfolio of high-quality cannabis products under the brands
Purefarma, Pura Vida, RAD, Adults Only, Juicy Hoots, Premium 5,
Thrifty, feelgood., the CB4 suite of medical products in Canada and
ArthroCBD in the U.S.
HILLENBRAND INC: Moody's Alters Outlook on 'Ba1' CFR to Negative
----------------------------------------------------------------
Moody's Ratings affirmed Hillenbrand, Inc.'s ratings, including the
Ba1 corporate family rating, Ba1-PD probability of default rating
and the Ba1 senior unsecured debt rating. Moody's also changed the
outlook to negative from stable. The SGL-2 speculative grade
liquidity rating remains unchanged.
The negative outlook reflects Moody's expectation that weak demand
driving lower equipment orders and customer spending delays and
deferrals will continue to weigh on revenue and earnings over the
next year. These factors will contribute to weaker than expected
results despite cost-out actions, higher pricing, aftermarket
revenue growth and accelerated acquisition synergies, and delay
improvement in credit metrics. Accordingly, financial leverage will
remain high with adjusted debt-to-EBITDA to approximate 4.3x at the
end of fiscal 2024 (ending September) versus Moody's previous
expectation of about 3.8x. Moody's expect leverage to remain at
about 4x through fiscal 2025 given the continuing uncertainty as to
the timing and magnitude of an end market recovery.
RATINGS RATIONALE
The ratings reflects Hillenbrand's high leverage following
significant debt funded acquisitions through fiscal 2023 and its
exposure to cyclical end markets facing demand pressures and
deferred customer spending, particularly for large capital
equipment. This has recently led to a decline in the organic
backlog with over 8% in the Advanced Process Solutions segment
(APS) segment and continued softness in the Molding Technology
Solutions (MTS), which will continue to pressure the top line into
2025. The sale of the company's deathcare business (Batesville) in
2023, with its predictable cash flow and high margins, has
increased Hillenbrand's exposure to cyclicality. Acquisitions will
remain key to the company's growth strategy, though Moody's believe
M&A will remain on pause along with share repurchases with the
company's stated plan to prioritize deleveraging, including from
debt reduction. However, achieving management's stated net leverage
target range of 1.7x-2.7x (currently 3.54x) will be delayed.
Moody's anticipate the company will also remain focused on its
restructuring actions at MTS with expected annual run rate savings
of $20 million and on realizing further acquisition synergies.
Hillenbrand's ratings also reflect its attractive niche market
positions for equipment used in plastics production and recycling
and its large installed base of equipment that provides sizeable
recurring aftermarket revenue. The company has increased the scale
and end market diversification of its industrial business primarily
through acquisitions to better position itself for longer term
growth.
The SGL-2 liquidity rating reflects Moody's expectation of good
liquidity, including the maintenance of ample revolver availability
and positive free cash flow over the next 12-18 months. Still,
Moody's note the company is prone to working capital swings driven
by the variable timing of large capital projects and related
customer advances in APS. Accordingly, recent APS order deferrals
will weigh on free cash flow. The majority of Hillenbrand's cash
balance is held outside the US. The $1 billion revolving credit
facility that expires in June 2027 had nearly $500 million
available at June 30, 2024, net of posted letters of credit. The
credit facility is subject to maintenance covenants, including
maximum net leverage of 4.5x with step downs from September 2024,
and Moody's expect the cushion will tighten in the near term absent
a covenant holiday. There are no near term debt maturities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded with weakening liquidity or if the
company is unable to improve margins and leverage, including due to
inability to achieve targeted cost savings from restructuring
actions at MTS or targeted acquisition synergies. Deviation from
the expected plan to reduce debt would also be viewed unfavorably.
Quantitatively, debt-to-EBITDA expected to remain above 4x or free
cash flow to debt sustained below 8% could lead to a ratings
downgrade.
The ratings could be upgraded with significant margin expansion as
well as sustainable and profitable growth of the MTS business.
Additionally, debt-to-EBITDA expected to remain below 3.25x would
support a ratings upgrade. An increase in aftermarket revenue that
sustainably lessens the company's vulnerability to capital
equipment spending cycles would also be viewed favorably.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Hillenbrand, Inc. is a diversified industrial company consisting of
two segments: Advanced Process Solutions or APS (previously the
Process Equipment Group) and Molding Technology Solutions or MTS
(previously Milacron Holdings). APS manufactures process and
material handling equipment and systems used in a variety of
industries spanning durable plastics, recycling and food
processing. MTS manufactures and customizes equipment and supplies
used in plastic technology and processing. Revenue reported for
twelve months ended June 30, 2024 was approximately $3.1 billion.
HYPERION MATERIALS: Moody's Alters Outlook on 'B2' CFR to Negative
------------------------------------------------------------------
Moody's Ratings affirmed Hyperion Materials & Technologies, Inc.'s
corporate family rating at B2 and probability of default rating at
B2-PD. At the same time, Moody's affirmed the B2 ratings on the
senior secured bank credit facilities, including the senior secured
revolving credit facility and senior secured first lien term loan.
The outlook was changed to negative from stable.
The negative outlook reflects the contraction in earnings over the
last four quarters, mainly attributed to destocking and weaker end
market performance. The decline in earnings has resulted in peak
leverage levels of over 8x debt/EBITDA for the last twelve months
ended June 30, 2024.
The ratings affirmation reflects Hyperion's track record of
moderate leverage and recurring revenue base, which provides some
support to demand despite exposure to cyclical end markets.
RATINGS RATIONALE
Hyperion's B2 CFR reflects its specialized product portfolio
manufactured from hard and super hard materials based on carbide
and synthetic diamond technologies. About 90% of Hyperion's revenue
is generated from products with a finite useful life, providing
stability and a recurring base of business. The company serves
diversified end markets across industrials and consumables, with a
global sales presence.
These strengths of Hyperion's credit profile are counterbalanced
with the company's credit weaknesses, including the small revenue
base against larger competitors, some of which are public
companies, and a high concentration of sales in cyclical
industries. The company is also acquisitive and will need to
continue to invest in R&D to maintain its margins and competitive
position.
Moody's expect Hyperion to maintain adequate liquidity over the
next 12 to 18 months, supported by about $38 million of cash on the
balance sheet and full availability on the $75 million revolving
credit facility as of June 30, 2024. Hyperion is expected to
generate sufficient cash flow to cover fixed charges, including
maintenance capital investment, cash interest & taxes, and debt
amortization, but further cash usage may require reliance on the
$40 million trade receivables facility or revolver. Moody's do not
expect Hyperion to trigger or violate the springing covenant on the
revolving credit facility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a downgrade to the ratings if Hyperion fails
to improve credit metrics or if there is a deterioration in
liquidity or the competitive environment. Additionally,
acquisitions that alter the company's business and operating
profile may prompt a downgrade. Specifically, the ratings could be
downgraded if debt/EBITDA remains above 6.0x, EBITA/interest
coverage remains below 2.0x, and free cash flow (FCF)/debt remains
below 2.0%.
Although unlikely at this time, could consider upgrading the
ratings if Hyperion significantly increases scale, maintains strong
margins and improves credit metrics. Additionally, any upgrade
would also require a stable competitive environment and improved
liquidity. Specifically, the ratings could be upgraded if
debt/EBITDA is below 5.0x, EBITA/interest expense is above 3.0x,
and FCF/debt is above 4.0%.
Headquartered in Worthington, Ohio, Hyperion develops, produces and
sells hard and super-hard materials based on carbide and synthetic
diamond technologies. Hyperion has been a portfolio company of KKR
since July 2018. The company generated over $500 million of revenue
for the last twelve months ended June 30, 2024.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
ILS PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ILS Products, LLC
Industrial Lighting Systems
1910 E Tom Green St
Brenham, TX 77833-5129
Business Description: The Debtor manufactures solar lighting
systems, which include light, light pole and
all mounting hardware, for oil & gas,
retail, commercial, and farm & ranch
applications.
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-11040
Judge: Hon. Shad Robinson
Debtor's Counsel: Robert C. lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr. Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Email: notifications@lanelaw.com
Total Assets: $71,543
Total Debts: $1,308,513
The petition was signed by Ayla Jade Lawson as owner.
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/3LXBCGA/ILS_Products_LLC__txwbke-24-11040__0001.0.pdf?mcid=tGE4TAMA
INCA ONE: Court Approves Claims Process for CCAA Proceedings
------------------------------------------------------------
Inca One Gold Corp. announced on August 27, 2024, that, on
application by the Company, the Supreme Court of British Columbia
has approved a Claims Process Order as part of the Company's
ongoing Companies' Creditors Arrangement Act proceedings. The Order
provides for a "Claims Process" pursuant to which the
court-appointed Monitor, FTI Consulting Canada Inc. and the Company
will call for and adjudicate, as necessary, all claims against the
Company.
Known creditors with respect to whom the Company and the Monitor
have sufficient information to make a reasonable assessment of
their claim will be sent a "Claims Notice" setting out the amount
and status of their claim. Creditors who receive a Claims Notice do
not need to take any further action if they do not wish to dispute
the amount or status of their claim as set out in the Claims
Notice.
Creditors who receive a Claims Notice but wish to dispute the
amount and status of their claim must submit a "Proof of Claim
Form" to the Monitor.
All other creditors who wish to assert a claim must submit a "Proof
of Claim Form" to assert a claim against the Company or a
"Director/ Officer Claim Form" to assert a claim against the
Company's directors and officers.
Copies of all Claims Process forms will be available on the
Monitor's website at http://cfcanada.fticonsulting.com/incaone/.
With the exception of "Restructuring Claims," all Proof of Claim
Forms and Director/Officer Claim Forms must be received by the
Monitor by no later than 4:00 p.m. (PST) on the "Claims Bar Date"
of September 16, 2024. All Proof of Claim Forms with respect to
Restructuring Claims must be received by the "Restructuring Claims
Bar Date," which is the later of: (a) the Claims Bar Date; and (b)
4:00 p.m. on the day that is seven calendar days after the date
that an applicable Notice of Disclaimer or Resiliation is sent to a
creditor. Any claims not received by the Claims Bar Date or the
Restructuring Claims Bar Date, as applicable, will be forever
barred and extinguished.
All claims submitted to the Monitor will be subject to the Claims
Process as set out in the Order.
All inquiries regarding Claims Process and Inca One's CCAA
proceedings should be directed to the Monitor (email:
incaone@fticonsulting.com or telephone: +1-877-294-8998).
Information about the Company's CCAA proceedings, including all
court orders, are available on the Monitor's Website.
About Inca One
Inca One Gold Corp. -- https://www.incaone.com/ -- is an
established gold producer operating two permitted, gold mineral
processing facilities in Peru.
INCA ONE: Supreme Court Extends Stay Period Until October 7
-----------------------------------------------------------
Inca Gold Corp. announced that, further to the Company's June 4,
2024, June 14, 2024 and July 25, 2024 press releases and pursuant
to the Companies Creditors Arrangement Act, the Supreme Court of
British Columbia extended the Stay Period under a Second Amended
and Restated Initial Order until October 7, 2024.
Additional information regarding the CCAA proceeding can be found
on the Monitor's website at
http://cfcanada.fticonsulting.com/incaone.
About Inca One
Inca One Gold Corp. -- https://www.incaone.com/ -- is an
established gold producer operating two permitted, gold mineral
processing facilities in Peru.
INDIVA LIMITED: SNDL Wins Bid to Acquire Assets and Brands
----------------------------------------------------------
SNDL Inc. announced on Aug. 29, 2024, that, in the context of
proceedings pursuant to Indiva Limited's filing under the
Companies' Creditors Arrangement Act (Canada) and the sales and
investment solicitation process, the stalking horse bid of SNDL has
been chosen as the successful bid in the acquisition of the Indiva
business and assets, subject to approval by the Ontario Superior
Court of Justice (Commercial List) overseeing the CCAA
proceedings.
SNDL's acquisition includes Indiva's state-of-the-art facility in
London, Ontario and a portfolio of leading owned and licensed
brands including Pearls by Grön, No Future, Wana, and Bhang
Chocolate. The Transaction is expected to enhance SNDL's product
offerings and further solidify SNDL's position in the Canadian
cannabis market.
"We are thrilled by the opportunity to partner with our colleagues
at Indiva to deliver high quality products and brands to
consumers," said Zach George, SNDL's Chief Executive Officer. "This
transaction will materially improve our market share in the edibles
category and is expected to unlock value through improved capacity
utilization, a reduction in aggregate corporate expenses, and the
potential sale of redundant real estate holdings."
Indiva is a leading producer of cannabis edibles in Canada and
produces award-winning products across a wide range of brands, with
a portfolio of 7 brands and 53 listed SKUs, all manufactured in the
Company's 40,000 square foot production facility on Hargrieve Road
in south London, Ontario.
Indiva will seek approval for the Transaction from the Court on or
about September 19, 2024. The Transaction is subject to, among
other things, the Court granting an approval and vesting order and
the Transaction receiving the approval of other regulatory
authorities. The Transaction is anticipated to close during SNDL's
fourth quarter following the receipt of all such approvals.
Advisors
McCarthy Tetrault LLP is acting as legal counsel for SNDL, Bennett
Jones LLP is acting as legal counsel for the Indiva Group, and
Osler Hoskin & Harcourt LLP is acting as legal counsel for the
Monitor.
ABOUT SNDL INC.
SNDL is a public company whose shares are traded on the Nasdaq
under the symbol "SNDL." SNDL is the largest private-sector liquor
and cannabis retailer in Canada with retail banners that include
Ace Liquor, Wine and Beyond, Liquor Depot, Value Buds, Spiritleaf,
and Firesale Cannabis. SNDL is a licensed cannabis producer and one
of the largest vertically integrated cannabis companies in Canada
specializing in low-cost biomass sourcing, premium indoor
cultivation, product innovation, low-cost manufacturing facilities,
and a cannabis brand portfolio that includes Top Leaf, Contraband,
Palmetto, Bon Jak, Versus, Value Buds, and Vacay. SNDL's investment
portfolio seeks to deploy strategic capital through direct and
indirect investments and partnerships throughout the North American
cannabis industry. For more information on SNDL, please go to
https://sndl.com/.
About Indiva Limited
Indiva Limited -- https://www.indiva.com/ -- provides
pharmaceutical products. The Company produces and distributes
medical cannabis products made of psychoactive drug flowers and
oils extracts. Indiva serves customers in Canada.
INNOVEREN SCIENTIFIC: Issues 1.35M Shares In Lieu Of Salaries, Fees
-------------------------------------------------------------------
Innoveren Scientific Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on August 14,
2024, the Company issued to certain executive officers an aggregate
of 627,908 shares of common stock in lieu of accrued salary at a
rate of $0.25 per share for amounts owed and an aggregate of
722,092 shares for payment of directors' fees owed.
About Innoveren Scientific
Innoveren Scientific Inc. (formerly H-CYTE Inc.) --
http://www.InnoverenScientific.com-- is a life science and biotech
incubator company, focused on advancing new technologies in areas
of unmet need across multiple indications, with the ultimate goal
of improving patient lives. The company invests in and fosters
innovative technologies that are supported by a strong scientific
foundation, which have relatively short timelines and low costs to
achieve meaningful value inflection points.
Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated May 10, 2023, citing that the Company has negative working
capital, has an accumulated deficit, has a history of significant
operating losses, and has a history of negative operating cash flow
that raise substantial doubt about its ability to continue as a
going concern.
The Company has not filed its Annual Report on Form 10-K for the
period ended Dec. 31, 2023, and its Quarterly Report on Form 10-Q
for the period ended March 31, 2024.
J C CONTRACTORS: Unsecureds to Get Share of Income for 5 Years
--------------------------------------------------------------
J C Contractors, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Mississippi a Subchapter V Plan of
Reorganization dated August 6, 2024.
The Debtor owns numerous pieces of real property. The majority of
property was HUD rental property.
In addition to the rental property, the Debtor also owns 2 empty
lots and a commercial building which at this time is not income
producing. Originally, the Debtor's main source of income was from
the construction and repair of swimming pools. While operating, the
Debtor was sued by 2 parties, both of whom received judgments
against the Debtor.
The Plan in this case is partially a liquidation of assets,
rehabbing rental properties to generate more income and an infusion
of third party funds. If the pending Sale Motion is approved by the
court, it is believed that the Secured Claim of Renasant Bank will
be paid in full and the Secured Claim of Knight Holdings, LLC will
be paid in full. It is expected that there will be some funds
generated to pay the Secured Claims of Scott and Amanda Bosarge,
and Eddie and Jill Butler.
J C Catchings, Jr., the sole owner of the Debtor, will infuse
additional monies to meet the plan payments.
Class 4 consists of General Unsecured Claims. General Unsecured
Claims will receive the Debtor's projected disposable income over
the life of the plan (five years). Any income remaining after
payment of creditors with a higher priority under the Bankruptcy
Code, then general, unsecured claims will receive that income.
The Debtor's means of execution of the Plan will be from the
liquidation of some assets, from the increased rental income, and
from cash infusions from J C Catchings.
A full-text copy of the Subchapter V Plan dated August 6, 2024 is
available at https://urlcurt.com/u?l=uTmFi8 from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Eileen N. Shaffer, Esq.
Eileen N. Shaffer, Attorney at Law
Post Office Box 1177
Jackson, MS 39215-1177
Tel: (601) 969-3006
Email: eshaffer@eshaffer-law.com
About J C Contractors
J C Contractors, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-00787) on April
2, 2024, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities. Craig Geno, Esq., at the Law Offices of
Craig M. Geno, PLLC serves as Subchapter V trustee.
Judge Jamie A. Wilson presides over the case.
Eileen N. Shaffer, Esq., represents the Debtor as legal counsel.
JEMORRIS VENTURES: Unsecureds to Get Share of Income for 60 Months
------------------------------------------------------------------
Jemorris Ventures, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a Subchapter V Plan dated August 5,
2024.
The Debtor builds and remodels residential properties and
constructs swimming pools and out-door living spaces in and around
Abilene, Texas. Debtor also has a history of owning, leasing and/or
selling residential properties.
The Debtor is owned and managed its sole member, Joel Morris, who
started the business the business was incorporated as a limited
liability corporation under the laws of the State of Texas in
2008.
The Debtor's assets consist primarily of two parcels of real
property. Parcel 1is located at 322 Ranch Road, Buffalo Gap, Texas
that Debtor estimates to have a value of $1,250,000.00. Parcel 2 is
located at 1733 South Ridge Crossing, Abilene, Texas that Debtor
estimates to have a value of $600,000.00. Debtor also scheduled
certain personal property, including but not limited to accounts
receivable, vehicles and tools or machinery used in the operation
of Debtor's business with an estimated value of $466,066.00.
The Debtor's debts consist of secured debt owed to various lenders
and taxing authorities scheduled by Debtor on its Schedules of
Assets and Liabilities in the amount of $1,683,696.60; priority
debt owed to the Internal Revenue Service (scheduled in the amount
of $550,000.00 but the actual amount pursuant to the IRS Proof of
Claim is estimated to be $44,033.81 and unsecured debt scheduled in
the amount of $565,109.74.
The Debtor believes that this Plan represents a path to
confirmation and a successful exit from Chapter 11 for the Debtor
through a reorganization and post-confirmation continuation of the
business. The Plan provides generally for the continued operation
of the Debtor in order to make payments to its creditors as set
forth in this Plan.
Under the Plan, pursuant to Section 1191 of the Bankruptcy Code,
the Debtor shall apply all of its projected disposable income for a
period of 60 months to make payments under the Plan. Debtor also
will sell at least one parcel of real property and pay the claims
of secured creditors that hold valid liens on the property. Debtor
also may refinance the debt on another parcel of real property in
order to pay the claims of secured creditors that hold valid liens
on the property. Pursuant to Section 1191(c)(3) of the Bankruptcy
Code, the Debtor will be able to make all payments under the Plan
or there is a reasonable likelihood that the Debtor will be able to
make all payments under the Plan.
Class 11 consists of General Unsecured Claims. Except to the extent
that a Holder of an Allowed Unsecured Claim and the Debtor or the
Reorganized Debtor, as applicable, agree to less favorable
treatment of its Allowed Unsecured Claim, each Holder of an Allowed
Unsecured Claim shall receive, in full and complete satisfaction,
settlement, discharge, and release of, and in exchange for, its
Allowed Unsecured Claim, its Pro Rata share of the Reorganized
Debtor's projected Disposable Income, after payment of claims that
have a higher priority, for a period of 60 months (i.e., the
Commitment Period).
The Reorganized Debtor shall be the disbursing agent for payments
to Class 11. Distributions of Disposable Income shall be made, for
each year in the Commitment Period in monthly payments beginning
with the date that is the end of the first month after the
Effective Date. For avoidance of doubt and by way of example only,
assuming the effective date is October 1, 2024, then the first
monthly payment shall issue October 31, 2024.
The Debtor anticipates that all distributions made under the Plan
will be funded from sale or refinancing of real property and from
future earnings, which will not be less than 100% of the Debtor's
Disposable Income for the 60 months following Confirmation.
A full-text copy of the Subchapter V Plan dated August 5, 2024 is
available at https://urlcurt.com/u?l=JV3KP6 from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Marilyn D. Garner, Esq.
Law Office of Marilyn D. Garner
2001 E. Lamar Blvd., Suite 200
Arlington, TX 76006
Tel: (817) 505-1499
Fax: (817) 549-7200
About Jemorris Ventures
JEMorris Ventures, LLC, a company in Buffalo Gap, Texas, which
builds and remodels residential properties and constructs swimming
pools and out-door living spaces.
The Debtor filed Chapter 11 petition (Bankr. N.D. Texas Case No.
24-41590) on May 7, 2024, with $1 million to $10 million in both
assets and liabilities. Joel Morris, managing member, signed the
petition.
Judge Edward L. Morris presides over the case.
Marilyn D. Garner, Esq., at the Law Office of Marilyn D. Garner
represents the Debtor as legal counsel.
KRAEMER TEXTILES: Unsecureds to Get 8.8 Cents on Dollar in Plan
---------------------------------------------------------------
Kraemer Textiles, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania a Plan of Reorganization for
Small Business.
The Debtor is a worsted/semi worsted spinner located in Nazareth,
Pa. The Debtor operates in leased space in its original building at
240 South Main Street, Nazareth, Pennsylvania 18064, and has been
in operation since 1907.
The Debtor's primary secured lender is Berkshire Bank, by virtue of
a term loan and line of credit originally dated August 10, 2018, in
the original principal amounts of $1,265,000.00 and $250,000.00,
respectively, which loans have a current outstanding principal
balance in the amount of $940,862.31 plus interest, costs, and
attorneys' fees. The Debtor defaulted on its obligations under the
various loan documents with Berkshire Bank in 2023, as a result of
which Berkshire Bank confessed judgment against the Debtor.
The Debtor's landlord is Kreamer Realty, LLC ("Landlord"). As of
the filing of the bankruptcy, the Debtor the Debtor was in arrears
to the Landlord in the approximate amount of $219,830. Reduced
sales and profitability combined with the obligations to Berkshire
Bank and Landlord caused the Debtor to file a small business
Subchapter V bankruptcy on March 20, 2024.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $75,000. The final Plan
payment is expected to be paid within 30 days of December 31,
2027.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from future operations.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 8.8 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 4 consists of all non-priority unsecured claims. The
outstanding arrearages claim of the Landlord shall be paid over the
term of the Plan in installments as set forth in the Projections.
This Class is impaired.
Class 5 consists of Equity security holders of the Debtor.
Outstanding equity interests in the Debtor have no value. The
current equity interests of the Debtor shall be cancelled and 1,000
Shares shall be issued to David Schmidt, Jr., who is currently
serving as the de facto chief operating office of the Debtor.
The Plan shall be funded through the Disposable Income generated by
Debtor's future operations. The Debtor anticipates that it will
remit its Disposable Income to the Subchapter V Trustee for
disbursement consistent with the Plan. The Plan will commence on
January 1, 2025, and continue for 36 months, through December 31,
2027.
A full-text copy of the Plan of Reorganization dated August 5, 2024
is available at https://urlcurt.com/u?l=bXj31a from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Douglas J. Smillie
Fitzpatrick Lentz & Bubba, P.C.
645 W. Hamilton Street, Suite 800
Allentown, PA 18101
Tel: (610) 797-9000
About Kraemer Textiles
Kraemer Textiles, Inc., is a privately held yarn manufacturing
company. The Company produces and wholesales a variety of custom
spinning yarns made from alpaca, wool, and natural and synthetic
fibers, as well as provides patterns and books on yarns use.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-10931) on March 20,
2024. In the petition signed by David T. Schmidt, president, the
Debtor disclosed $534,419 in assets and $2,330,193 in liabilities.
Judge Patricia M Mayer oversees the case.
Douglas J. Smillie, Esq., at FITZPATRICK LENTZ & BUBBA, P.C.,
represents the Debtor as legal counsel.
LEONA TRANSPORTATION: Plan Exclusivity Period Extended to Nov. 24
-----------------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York extended Leona Transportation Inc.'s
exclusive periods to file its plan of reorganization and disclosure
statement to Nov. 24, 2024.
As shared by Troubled Company Reporter, the Debtor herein, is a
transportation corporation, which suffered severely during the
Covid-19 pandemic. Debts on several loans and credit lines
accumulated, while the Debtor was unable to operate at full
capacity. In order to reorganize its debts and allow for feasible
debt repayment terms, the Debtor sought Chapter 11 bankruptcy
protection.
The Debtor needs an additional time to negotiate the resolution of
the claim filed by U.S. Small Business Administration, to draft the
settlement agreement, thereafter to obtain Court approval of the
mutually reached terms and to file a plan of reorganization,
incorporating settlement terms reached by the parties and offering
treatment to remaining Creditors of the estate. Further, the Debtor
needs additional time to negotiate the cure terms with respect to
the rent arrears with the Landlord.
Leona Transportation Inc., is represented by:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About Leona Transportation
Leona Transportation, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 23-41546) on May 3, 2023, with as much as
$1 million in both assets and liabilities. Judge Elizabeth S. Stong
oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, P.C. as
bankruptcy counsel and Wisdom Professional Services, Inc. as
accountant.
LIGHTNING POWER: Moody's Rates New $1.5BB Sr. Secured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Ratings has assigned a Ba3 long-term rating to Lightning
Power, LLC's $1.5 billion senior secured notes and $600 million
senior secured revolving credit facility. These obligations are
secured by an all-assets pledge of collateral and rank pari passu
with Lightning's $1.75 billion term loan B, which was rated on July
29, 2024. Lightning's SGL-2 liquidity rating is unchanged.
The company has indicated that all financing proceeds were used to
repay existing subsidiary debt of nearly $2.5 billion, including
debt issued by Helix Gen Funding, LLC (Ratings withdrawn) and by
Granite Generation, LLC (B1 negative), to reset energy hedges of
roughly $285 million and for general corporate purposes. Lightning
also plans to make a sponsor distribution of about $440 million, or
about $250 million more than previously expected (i.e., $190
million), due to incremental term loan B borrowings.
Lightning's outlook is stable.
RATINGS RATIONALE
"Lightning's credit profile is supported by growing power demand
and higher capacity prices in PJM, its largest market, the critical
nature of its Ravenswood asset in New York and leverage targets
that should produce cash flow to debt ratios in the mid-to-high
teen's percent range over the next 12-18 months" said Ryan Wobbrock
– Vice President and Senior Credit Officer. "The company's total
debt financing is $250 million more than Moody's had previously
expected; however, 2025/26 PJM capacity prices are also higher than
anticipated, giving Lightning more cash flow over that period. The
net impact of higher debt and cash flow will keep leverage ratios
around the levels Moody's had previously considered" added
Wobbrock
Lightning's asset profile consists of 10.8 gigawatts (GW) of
natural gas-fired power generation assets that derive their revenue
primarily in PJM and New York, but with some exposure to the
Independent System Operator in New England (ISO-NE). The company
has relatively low-cost dispatch, even for certain peaking
facilities which are located near sizeable and liquid gas hubs,
such as Dominion South in Pennsylvania, which will help it to
produce solid performance metrics (e.g., capacity factors) and
financial margins when gas prices are low or high.
The company's financial profile is underpinned by high capacity
payments for its largest plant, the Ravenswood Generating Station
(nearly 2.0 GW) in New York's Zone J, as well as now in PJM for the
2025/26 period. This cash flow is buttressed by a three-year
rolling hedging strategy that relies on first-lien collateral
arrangements, which helps to preserve liquidity given that they do
not require cash collateral posting.
The primary credit challenges for Lightning relate to its merchant
power generation business model, which exposes the company to
market-driven commodity risks, competitive revenue streams and
capacity pricing determined by system operator constructs. In
addition, a growing portion of the company's revenue comes from
energy margins and peaking facilities, which can be subject to
market volatility.
Liquidity
The SGL-2 rating reflects Lightning's good liquidity given average
annual CFO of about $380 million over the past three years. Moody's
expect similar levels of cash flow to be maintained over the next
12-18 months, given estimated interest expense of about $240
million per year, maintenance capital of over $100 million per year
and limited near-term growth investment assumptions.
Lightning's external liquidity consists of a $600 million 5-year
revolving credit facility, due in 2029. Borrowings under the
revolving credit facility are subject to material adverse change
representations – a credit negative – and the facility contains
a minimum fixed-charge coverage ratio covenant of 1.1x. The
company's uncapped lien-based hedging facility provides some
cushion for cash, despite an active and sizeable hedging program.
The company's $1.75 billion term loan B is due in 2031 and the
senior secured notes are due in 2032, which could create
refinancing risk as the company approaches these maturities.
Rating Outlook
Lightning's stable outlook reflects Moody's expectation that the
company will exhibit a consistent operating and financial
performance, supported most notably by its five major combined
cycle plants and an effective hedging program, with CFO pre-WC to
debt ratios in the mid-to-high teen's percent range over the next
2-3 years.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
A sustained financial performance that results in CFO pre-WC to
debt ratios above 18%, along with continued stable and consistent
operations across its fleet, could result in a positive rating
action.
Factors that could lead to a downgrade
A negative ratings action could result from operational challenges,
such as unplanned outages, ineffective hedging policies leading to
more volatile cash flow or CFO pre-WC to debt ratios consistently
below 13%.
Lightning is an independent power producer with around 10.8 GW of
natural gas-fired generation located in three regional power
markets, covering six states in the northeastern US. The company is
owned by LS Power, a private equity firm focused on the
development, investment and operations of infrastructure assets in
the North American power and energy sector.
Lightning is comprised of four intermediate holding companies,
Granite (approximately 4.8 GW of capacity in PJM), Gridiron
(roughly 3.4 GW of capacity, primarily in PJM), Helix (the 2.0 GW
Ravenswood plant in New York City) and Ocean State (600 MW Ocean
State Power plant in Rhode Island), which collectively own 18 power
plants, including five combined-cycle combustion turbines (CCGT).
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in December
2023.
LVPR LLC: Unsecureds to Get $2,500 per Month for 60 Months
----------------------------------------------------------
LVPR, LLC filed with the U.S. Bankruptcy Court for the Eastern
District of Texas a Chapter 11 Plan of Reorganization dated August
5, 2024.
Founded in 2016, the Debtor is a boutique, public relations, social
media marketing, and creative agency specializing in emerging and
established Direct to Consumer ("DTC") brands.
The Debtor is currently owned by Ali Karsch. After confirmation,
Ms. Karsch will remain the owner of the Debtor.
The Debtor's Assets include its: (i) cash; (ii) accounts
receivable; (iii) office furniture; (iv) office equipment; and (v)
lease deposit.
Due to cash flow issues resulting from a drop in revenue in the
year 2023, the Debtor was unable meet its monthly debt obligations.
The net effect was that the Debtor did not have sufficient
liquidity to continue its business outside the protection of the
Bankruptcy Court and was forced to seek relief pursuant to Chapter
11 of the Bankruptcy Code.
Class 4 consists of Allowed Unsecured Claims. In the event the Plan
is a consensual plan pursuant to Sections 1191(a) and 1129(a), the
Debtor shall make 60 consecutive monthly payments commencing 30
days after the Effective Date of $2,500.001 to the Holders of
Allowed Unsecured Claims. The Holders of Allowed Unsecured Claims
(which includes the Rapid Finance Unsecured Claim) shall receive
their pro rata share of the monthly payment.
In the event the Plan is a nonconsensual plan under Section
1191(b), the Debtor shall calculate its Disposable Income each
month and shall distribute the Disposable Income to the Holders of
Unsecured Claims once every three months commencing 30 days after
the Effective Date. The Holders of Allowed Unsecured Claims (which
includes the Rapid Finance Unsecured Claim) shall receive their pro
rata share of the Disposable Income payment. The Class 4 Claimants
are impaired and entitled to vote on the Plan.
Class 5 consists of Equity Holder (Current Owner). The current
owner, Ali Karsch, will receive no payments under the Plan;
however, Ms. Karsch will be allowed to retain her ownership in the
Debtor. The Class 5 Equity Holder is unimpaired.
From and after the Effective Date, the Debtor will continue to
exist as a Reorganized Debtor. By reducing the Debtor's monthly
obligations to creditors to the Reorganized Debtor's Disposable
Income, the Reorganized Debtor will have sufficient cash to
maintain operations and will allow the Reorganized Debtor to
successfully operate following the Effective Date of the Plan.
A full-text copy of the Plan of Reorganization dated August 5, 2024
is available at https://urlcurt.com/u?l=iyrqBp from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Brandon J. Tittle, Esq.
Tittle Law Group, PLLC
5465 Legacy Dr., Suite 650
Plano, TX 75024
Telephone: (972) 731- 2590
Email: btittle@tittlelawgroup.com
About LVPR, LLC
LVPR, LLC is a boutique, public relations, social media marketing,
and creative agency specializing in emerging and established Direct
to Consumer brands.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41092) on May 17,
2024. In the petition signed by Ali Karsch, managing member, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Brandon Title, Esq., at Tittle Law Group, PLLC, represents the
Debtor as legal counsel.
MAGENTA BUYER: Moody's Alters Outlook on 'Caa2' CFR to Stable
-------------------------------------------------------------
Moody's Ratings downgraded Magenta Buyer LLC's (McAfee Enterprise)
("Magenta") probability of default rating to D-PD from Caa2-PD, and
affirmed the company's Caa2 corporate family rating after
completion of the first phase of a debt exchange and restructuring.
The D-PD rating will be a temporary assignment, and the PDR will be
upgraded to Caa2-PD in about three business days. Moody's also
downgraded the remaining senior secured 1st lien term loan to Caa3
from Caa1 and affirmed the remaining 2nd lien term loan at Ca
though Moody's expect there will be minimal if any outstandings of
the remaining term loans. The outlook was changed to stable from
negative.
The new debt is rated B2/B3/Caa3/Ca as outlined below depending on
seniority. The new debt is issued by a newly created subsidiary,
Magenta Security Holdings LLC ("Magenta Security") which will also
hold a substantial portion of the overall company's collateral.
The default assignment reflects the distressed exchange of the vast
majority of the existing 1st and 2nd lien term loans for less than
face value of new debt. The affirmation of the CFR at Caa2 reflects
the company's still very high debt levels and ongoing business
challenges. The downgrade of the remaining 1st lien debt to Caa3
reflects its effective subordination to a significant portion of
the new debt given the transfer of collateral to Magenta Security.
The exchange and shifting of collateral reflect the company's
aggressive financial policies and are drivers of the ratings
actions.
The revision in outlook to stable reflects improved liquidity
profile as result of the restructuring of the balance sheet. The
increased cash and revolver availability provides flexibility to
address operating challenges until the new debt matures in 2028.
RATINGS RATIONALE
Magenta's Caa2 CFR reflects the high leverage, negative cash flow
and challenges stemming from revenue declines since the separation
of McAfee Enterprise as a stand-alone company and the subsequent
acquisition of the FireEye products business (collectively now
doing business under the Trellix brand). While Magenta has made
progress reducing the pace of revenue declines, cutting run rate
operating expenses and cash interest expense, free cash flow
continues to be significantly negative..
Leverage is around 8x on a Moody's adjusted basis for the twelve
months ended June 2024, but under 7x excluding certain
restructuring and integration costs. expect leverage to trend
towards 7x in the next 12-18 months driven by reduction of
restructuring and integration costs and realization of earlier cost
improvement actions but expect cash flow to remain negative. While
the company has strong market positions in endpoint, network, email
and cloud security, Magenta continues to face challenges from
existing and new market entrants. Moody's expect growth to be flat
to moderately down over the next 12 to 18 months due to competitive
pressures and the continuing transition from a license to a
subscription based model.
Magenta benefits from its large scale, diverse enterprise customer
base with long-term relationships, and one of the broadest suites
of security software products. However, declining revenue trends
imply the company is losing market share in segments of the growing
cybersecurity market. Still, Magenta has made significant
investments in recent years in emerging XDR products and other key
areas which has offset some declines from legacy products.
Liquidity is adequate based on a sizable cash balance (estimated
$161 million at close of the exchange and issuance of new debt), an
undrawn $125 million revolving credit facility, offset by Moody's
expectation of significant negative free cash flow over the next
year. The exchanged and new debt matures in 2028. The debt does
not include any financial covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Magenta significantly improves its
cash flow profile, stabilizes revenues, and sustains leverage below
8x (including Moody's adjustments). The ratings could be
downgraded if performance continues to weaken or does not show
signs of improving well before debt maturities.
LIST OF AFFECTED RATINGS
Issuer: Magenta Buyer LLC (McAfee Enterprise)
Downgrades:
Probability of Default, Downgraded to D-PD from Caa2-PD
Senior Secured 1st Lien Bank Credit Facility, Downgraded to Caa3
from Caa1
Affirmations:
Corporate Family Rating, Affirmed Caa2
Senior Secured 2nd Lien Term Loan, Affirmed Ca
Outlook Actions:
Outlook, Changed To Stable From Negative
Issuer: Magenta Security Holdings LLC
Assignments:
Senior Secured First-out Term Loan, Assigned B3
Senior Secured Second-out Term Loan, Assigned Caa3
Senior Secured Third-Out Term Loan, Assigned Ca
Superpriority Senior Secured Revolving Credit Facility, Assigned
B2
Superpriority Senior Secured Term Loan, Assigned B2
Outlook Actions:
Outlook, Assigned Stable
Magenta is a security software company serving both enterprise and
government customers, with about $1.6 billion of revenue for the
twelve months ended June 2024. The company is owned by a consortium
of investors led by private equity firm Symphony Technology Group.
The investor group acquired the McAfee Enterprise business in July
2021. The company subsequently acquired certain FireEye assets in
October 2021.
The principal methodology used in these ratings was Software
published in June 2022.
MERCURITY FINTECH: Hailei Zhang Holds 3.7% of Ordinary Shares
-------------------------------------------------------------
Hailei Zhang filed a Schedule 13G/A Report with the U.S. Securities
and Exchange Commission disclosing beneficial ownership of
2,280,000 ordinary shares as of May 11, 2024, constituting 3.7% of
the 60,819,897 total outstanding ordinary shares of the Company as
of July 31, 2024.
A full-text copy of Hailei Zhang's SEC Report is available at:
https://tinyurl.com/yckphets
About Mercurity
Formerly known as JMU Limited, Mercurity Fintech Holding Inc. is a
digital fintech company with subsidiaries specializing in
distributed computing and digital consultation across North America
and the Asia-Pacific region and is in the process of applying for
FINRA approval to add brokerage services to its business. The
Company's focus is on delivering innovative financial solutions
while adhering to principles of compliance, professionalism, and
operational efficiency. The Company's aim is to contribute to the
evolution of digital finance by providing secure and innovative
financial services to individuals and businesses.
Singapore-based Onestop Assurance PAC, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 22, 2024, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities
and has an accumulated deficit, which raise substantial doubt about
its ability to continue as a going concern.
Mercurity reported a net loss of $9.36 million for the year ended
Dec. 31, 2023, compared to a net loss of $5.63 million for the year
ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $30.39
million in total assets, $12.56 million in total liabilities, and
$17.83 million in total shareholders' equity.
MERCURITY FINTECH: Hanqi Li Owns 8.6% of Ordinary Shares
--------------------------------------------------------
Hanqi Li filed a Schedule 13D/A Report with the U.S. Securities and
Exchange Commission disclosing beneficial ownership of 5,229,579
ordinary shares as of May 1, 2024 (constituting 8.6% of the total
issued and outstanding ordinary shares based on the sum of
60,819,897 ordinary shares of the Company issued and outstanding as
of July 31, 2024).
On November 30, 2022, Hanqi Li entered into a share purchase
agreement with the Company, pursuant to which Hanqi Li acquired
2,941,176,471 ordinary shares (pre-share consolidation) and
warrants to purchase 8,823,529,412 ordinary shares (pre-share
consolidation) of the Company for US$4,000,000 derived from
personal funds. On December 23, 2022, Hanqi Li entered into another
share purchase agreement with the Company, pursuant to which Hanqi
Li acquired 4,545,454,546 ordinary shares (pre-share consolidation)
and warrants to purchase 13,636,363,638 ordinary shares (pre-share
consolidation) of the Company for US$5,000,000 derived from
personal funds. The acquisitions closed in 2022, subsequent to
which the Company completed a share consolidation as announced by
the Company on January 4, 2023 and January 27, 2023.
On March 23, 2023, Xin Rong Gan entered into a share ownership
transfer agreement and a warrant transfer agreement with Hanqi Li,
pursuant to which Xin Rong Gan acquired from Hanqi Li 4,600,000
ordinary shares and warrants to purchase 13,800,000 ordinary shares
of the Company for US$3,450,000 derived from personal funds.
On April 11, 2023, Hailei Zhang entered into a share ownership
transfer agreement and a warrant transfer agreement with Hanqi Li,
pursuant to which Hailei Zhang acquired from Hanqi Li 2,280,000
ordinary shares and warrants to purchase 6,840,000 ordinary shares
of the Company for US$1,938,000 derived from personal funds.
On May 1, 2023, Hong Mei Zhou entered into a share ownership
transfer agreement and a warrant transfer agreement with Hanqi Li,
pursuant to which Hong Mei Zhou acquired from Hanqi Li 4,607,000
ordinary shares and warrants to purchase 13,821,000 ordinary shares
of the Company for US$4,146,300 derived from personal funds.
On November 1, 2023, Anyu International Limited bought 2,000,000
ordinary shares and 6,000,000 warrants from Hanqi Li for
$1,700,000.
On May 1, 2024, Hanqi Li surrendered 15,688, 737 warrants to the
Company pursuant to a warrant surrender agreement, for no
consideration.
A full-text copy of Ms. Hanqi Li's SEC Report is available at:
https://tinyurl.com/mr44thfb
About Mercurity
Formerly known as JMU Limited, Mercurity Fintech Holding Inc. is a
digital fintech company with subsidiaries specializing in
distributed computing and digital consultation across North America
and the Asia-Pacific region and is in the process of applying for
FINRA approval to add brokerage services to its business. The
Company's focus is on delivering innovative financial solutions
while adhering to principles of compliance, professionalism, and
operational efficiency. The Company's aim is to contribute to the
evolution of digital finance by providing secure and innovative
financial services to individuals and businesses.
Singapore-based Onestop Assurance PAC, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 22, 2024, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities
and has an accumulated deficit, which raise substantial doubt about
its ability to continue as a going concern.
Mercurity reported a net loss of $9.36 million for the year ended
Dec. 31, 2023, compared to a net loss of $5.63 million for the year
ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $30.39
million in total assets, $12.56 million in total liabilities, and
$17.83 million in total shareholders' equity.
MERCURITY FINTECH: Hong Mei Zhou Owns 7.6% of Ordinary Shares
-------------------------------------------------------------
Hong Mei Zhou filed a Schedule 13D/A Report with the U.S.
Securities and Exchange Commission disclosing beneficial ownership
of 4,607,000 ordinary shares as of April 30, 2024 (constituting
7.6% of the total issued and outstanding ordinary shares based on
the sum of 60,819,897 ordinary shares of the Company issued and
outstanding as of July 31, 2024).
On May 1, 2023, Hong Mei Zhou entered into a share ownership
transfer agreement and a warrant transfer agreement with Hanqi Li,
a businessperson, pursuant to which Hong Mei Zhou acquired from Ms.
Hanqi Li 4,607,000 ordinary shares and warrants to purchase
13,821,000 ordinary shares of the Company for US$4,146,300 derived
from personal funds.
On April 30, 2024, Hong Mei Zhou surrendered 13,821,000 warrants to
the Company pursuant to a warrant surrender agreement, for no
consideration.
Hong Mei Zhou acquired the Shares for investment purposes and
intends to review and evaluate its investment in the Company on a
continuous basis. Depending upon various factors, including but not
limited to the business, prospects and financial condition of Hong
Mei Zhou and the Company and other developments concerning Hong Mei
Zhou and the Company, market conditions and other factors that Hong
Mei Zhou may deem relevant to its investment decision, and subject
to compliance with applicable laws, rules and regulations, Hong Mei
Zhou may in the future take actions with respect to its investment
in the Company as it deems appropriate with respect to any or all
matters required to be disclosed in this Schedule 13D, including
without limitation changing its intentions or increasing or
decreasing its investment in the Company or engaging in any hedging
or other derivative transactions with respect to the Ordinary
Shares.
A full-text copy of Hong Mei Zhou's SEC Report is available at:
https://tinyurl.com/87hzuhv3
About Mercurity
Formerly known as JMU Limited, Mercurity Fintech Holding Inc. is a
digital fintech company with subsidiaries specializing in
distributed computing and digital consultation across North America
and the Asia-Pacific region and is in the process of applying for
FINRA approval to add brokerage services to its business. The
Company's focus is on delivering innovative financial solutions
while adhering to principles of compliance, professionalism, and
operational efficiency. The Company's aim is to contribute to the
evolution of digital finance by providing secure and innovative
financial services to individuals and businesses.
Singapore-based Onestop Assurance PAC, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 22, 2024, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities
and has an accumulated deficit, which raise substantial doubt about
its ability to continue as a going concern.
Mercurity reported a net loss of $9.36 million for the year ended
Dec. 31, 2023, compared to a net loss of $5.63 million for the year
ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $30.39
million in total assets, $12.56 million in total liabilities, and
$17.83 million in total shareholders' equity.
MYCOTOPIA: Issues Series A Voting Stock, Raises Authorized Shares
-----------------------------------------------------------------
Mycotopia Therapies, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on July 29, 2024,
the Company entered into an Exchange Agreement with Ehave Inc., its
largest shareholder, whereby Ehave exchanged 9,793,754 shares of
Company common stock for 1 share of the newly designated Series A
Super Voting Stock ("Series A Preferred").
The holder of the Series A Preferred is entitled to cast that
number of votes on all matters presented for stockholder vote to
the stockholders of the Corporation that when taking into account
the votes entitled to be cast by the Series A Preferred stockholder
is equal to 75% of the total shares authorized to vote on such
matter(s) and such holder shall vote along with holders of the
Corporation's Common Stock on such matters. The number of votes
that the holder of the Series A Preferred shares shall be entitled
to cast on a matter at any time shall be determined pursuant to the
following formula:
X = 3 x Y where:
-- X is the total number of votes that the holder of the
Series A Preferred share is entitled to cast on any matter
presented to stockholders of the Corporation, and
-- Y is the total number of authorized shares of the
Corporation outstanding and authorized to vote on the matter.
Additionally, the Series A Preferred Stock is convertible into
9,793,754 shares of Company common stock at the option of the
holder.
On June 24, 2024, the Board of Directors of the Company approved
the designation of the Series A Super Voting Stock, the Exchange
Agreement with Ehave, Inc., and an amendment to the Company's
articles of incorporation increasing the number of authorized
shares of common stock to 467,000,000 (Four Hundred Sixty-Seven
Million). The designation of the Series A Preferred and the
amendment increasing the authorized common stock were filed with
the state of Nevada on August 8, 2024.
About Mycotopia Therapies
Miami, Fla.-based Mycotopia Therapies, Inc. promotes the study of
psychedelics for the treatment of mental health issues and supports
the creation of both natural and synthetic molecules for the
development of appropriate treatments.
For the year ended December 31, 2023, the Company incurred a net
loss of $1,181,347, compared to a net loss of $2,611,869 for the
year ended December 31, 2022. As of June 30, 2024, the Company had
$1,888,069 in total assets, $4,812,996 in total liabilities, and
$2,924,927 in total stockholders' deficit.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated April 18, 2024, citing that the Company experienced
negative operating cash flows, negative working capital, and has
incurred operating losses since inception. These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
NEXTDECADE CORP: Registers 5M More Shares Under 2017 Incentive Plan
-------------------------------------------------------------------
NextDecade Corporation filed a Registration Statement on Form S-8
with the U.S. Securities and Exchange Commission for the purpose of
registering an additional 5,000,000 shares of common stock, par
value $0.0001 per share, issuable under the NextDecade Corporation
2017 Omnibus Incentive Plan, as amended, which increase in shares
of Common Stock was approved by the Registrant's stockholders at
its Annual Meeting of Stockholders on June 3, 2024.
A full-text copy of the Registration Statement is available at:
https://tinyurl.com/557a8zw3
About NextDecade Corporation
NextDecade Corporation, a Delaware corporation, is a Houston-based
energy company primarily engaged in construction and development
activities related to the liquefaction of natural gas and sale of
LNG, and the capture and storage of CO2 emissions. The Company is
constructing and developing a natural gas liquefaction and export
facility located in the Rio Grande Valley in Brownsville, Texas,
which currently has three liquefaction trains and related
infrastructure under construction.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 11, 2024, citing that the Company has incurred
operating losses since its inception and management expects
operating losses and negative cash flows to continue for the
foreseeable future. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
NextDecade reported a consolidated net loss of $182.7 million for
the year ended December 31, 2023, compared to a net loss of $84.4
million for the same period in 2022. As of March 31, 2024, the
Company had $4.17 million in total assets, $3.04 million in total
liabilities, and $1.13 million in total equity.
NINO LAND: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: Nino Land & Investment Co., LLC
4000 MacArthur Blvd.
Ste. 600 E. Tower
Newport Beach CA 92660
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-12705
Debtor's Counsel: Kent Maynard, Jr, Esq.
KENT MAYNARD & ASSOCIATES
17 N State Street, Suite 1730
Chicago IL 60602
Tel: 312-423-6586
Email: service@kentmaynard.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kent Maynard, Jr., attorney.
A copy of the Debtor's list of 10 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WCKVLQQ/Nino_Land__Investment_Company__ilnbke-24-12705__0001.1.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WEDFQ4A/Nino_Land__Investment_Company__ilnbke-24-12705__0001.0.pdf?mcid=tGE4TAMA
NORTHEAST LANDSCAPING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Northeast Landscaping & Tree Services, Inc.
NELTS, Inc.
128 Oak Street
Westerly RI 02891
Business Description: Established in 2005, NELTS, Inc. is an
exterior facility maintenance provider.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
District of Rhode Island
Case No.: 24-10611
Judge: Hon. Diane Finkle
Debtor's Counsel: Andre S. Digou, Esq.
CHACE RUTTENBERG & FREEDMAN, LLP
One Park Row, Suite 300
Providence, RI 02903
Tel: 401-453-6400
Email: adigou@crfllp.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Antonio Portonato as president.
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/S363RJI/Northeast_Landscaping__Tree_Services__ribke-24-10611__0001.0.pdf?mcid=tGE4TAMA
NORTHEASTERN ILLINOIS UNIVERSITY: Moody's Affirms Ba1 Issuer Rating
-------------------------------------------------------------------
Moody's Ratings has revised Northeastern Illinois University, IL's
(NEIU) outlook to positive from stable and affirmed the
University's Ba1 issuer rating and Ba2 certificates of
participation (COPs) ratings. The university had approximately $41
million of outstanding debt based on fiscal year end 2023.
The revision of Northeastern Illinois University's outlook to
positive from stable reflects the improving fiscal environment for
the State of Illinois (A3 positive) translating to stability in
state appropriations and capital commitments. Further supporting
the outlook revision is prudent financial management reflected
through stability of core operations and liquidity growth despite a
challenged student market, a governance consideration under Moody's
ESG Framework.
RATINGS RATIONALE
The affirmation of the Ba1 issuer rating reflects expectations for
sustained strong operating support and on behalf payments from the
State of Illinois, which has demonstrated improved credit quality
after years of significant state credit challenges. Along with
management's prudent fiscal strategy and risk management, this
supports expectations of at least balanced operations in fiscal
2024 and beyond. Despite some recent improvement, challenges in
demographics and competition have led to longer term declines in
enrollment and net tuition revenue, the university's second-largest
revenue source. Favorably, disciplined financial management even in
the face of declining enrollment has led to growth of liquidity and
wealth. Expanded strategic partnerships and strategic investments
to grow enrollment and prudently manage expenses support
expectations that EBIDA margins will remain in the high single
digits, with no reduction in liquidity and wealth. Moderate capital
plans with no plans for significant near-term debt, continued
state support for in-flight projects and all fixed rate, regularly
amortizing debt with strong debt service coverage support a
manageable leverage profile.
The affirmation Ba2 on the certificate of participation
incorporates the issuer rating and legally available
non-appropriated funds on hand in the event the state fails to
provide appropriated funds. While both revenue bonds and COPs
share the same security pledge, if the university lacks state
funds, it can use other available funds for debt service, excluding
those already allocated to revenue bonds, giving priority to
revenue bondholders.
RATING OUTLOOK
The positive outlook reflects the improving state environment
translating to improved and longer term stable state
appropriations. Additionally, continued at least steady EBIDA
margins that contribute to modest growth of wealth and liquidity
and paydown of leverage support the expectations of improving
leverage metrics in the coming years.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Maintenance of total cash and investments above $100 million
-- Continued trend of EBIDA margins in the high single digits
-- Stabilization of enrollment resulting in flat to modest
increases in annual FTE
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Material reductions in state support leading to weakening of
EBIDA margins
-- Failure to make progress towards stabilized enrollment and net
student revenue declines below 2023 levels of $53 million
-- Weakening of liquidity and inability to maintain at least 150
monthly days cash on hand
LEGAL SECURITY
The Certificates of Participation (COP) debt is payable from both
state appropriated funds and from budgeted legally available funds
of the university including tuition and fees. Though the COPs are
payable from NEIU's broad budget, the obligation to pay can be
terminated under certain circumstances in the event that the
university does not receive sufficient state appropriations and the
board determines the university does not have other legally
available funds.
The University Facilities System (UFS) bonds are unrated and
secured by the net revenue of the system, plus an additional pledge
of student fees and tuition revenue, as needed. There is a rate
covenant of 2.0x coverage of maximum annual debt service and an
additional bonds test. There is no debt service reserve fund, and
any surplus balances in the UFS may be released and used to support
any lawful purpose. The debt service coverage ratio stood at 46.1x
as of fiscal 2023, which was well above covenant provisions.
PROFILE
NEIU is a regional comprehensive public university with multiple
campuses in the Chicago metropolitan area. It is designated by the
US Department of Education as a Hispanic-Serving Institution. Fall
2023 full-time equivalent student enrollment was 3,609 students and
fiscal 2023 operating revenue was approximately $134.3 million, as
calculated by us.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education published in July 2024.
NORTHERN DYNASTY: Posts C$3.7 Million Net Loss in Fiscal Q2
-----------------------------------------------------------
Northern Dynasty Minerals Ltd. filed on Form 6-K Report with the
U.S. Securities and Exchange Commission its Condensed Consolidated
Interim Financial Statements, reporting a net loss of C$3.7
million, compared to a net loss of $C6.2 million for the same
period in 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of C$9 million, compared to a net loss of C$13.3 million for
the same period in 2023.
As of June 30, 2024, the Company had C$139.95 million in total
assets and C$21.62 million in total liabilities.
A full-text copy of the Company's Report is available at:
https://tinyurl.com/4tvymrs2
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development company
based in Vancouver, Canada. Northern Dynasty's principal asset,
owned through its wholly owned Alaska-based U.S. subsidiary, Pebble
Limited Partnership, is a 100% interest in a contiguous block of
1,840 mineral claims in Southwest Alaska, including the Pebble
deposit, located 200 miles from Anchorage and 125 miles from
Bristol Bay. The Pebble Partnership is the proponent of the Pebble
Project.
Vancouver, Canada-based Deloitte LLP, the Company's auditor since
2009, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company incurred a consolidated net
loss of $21 million during the year ended December 31, 2023, and as
of that date, the Company's consolidated deficit was $697 million.
These conditions, along with other matters, raise substantial doubt
about its ability to continue as a going concern.
OLAPLEX: S&P Alters Outlook to Stable, Affirms 'B-' ICR
-------------------------------------------------------
S&P Global Ratings revised its rating outlook to stable from
negative and affirmed its 'B-' issuer credit rating on U.S.-based
premium hair-care provider Olaplex. The outlook revision reflects
its view that the severe demand deterioration, which began in late
2022, is largely behind the company as the negative media attention
has diminished and key retailers and distributors cycle through
their excess inventory.
S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the senior secured term loan B. The recovery rating on
the term loan B facility remains '3', indicating our expectation of
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a default.
The stable outlook reflects our expectation that Olaplex's revenue
and EBITDA declines will lessen, resulting in S&P Global
Ratings-adjusted leverage in the mid-5x area with EBITDA interest
coverage well above 1.5x over the next 12 months.
S&P said, "The rating affirmation reflects the company's
year-to-date performance and reiteration of 2024 guidance, in line
with our expectations. For the first half of fiscal 2024 (six
months ended June 30, 2024), Olaplex reported a 9% decline in
revenues driven by continued distributor and e-commerce
rationalization efforts in Europe (primarily in the U.K.) and lower
overall customer demand affecting both its professional and
direct-to-consumer (DTC) segments. Positively, specialty retail
sales increased 9.6% during the same period compared to the
previous year due to the weaker prior year net sales comparator
related to customer inventory rebalancing. The company noted that
although sell-through trends at its key accounts on an absolute
dollar basis were down in the second quarter of 2024 compared to
the previous year, they were largely consistent with sell-through
trends in the first quarter depicting sequential stabilization. The
company's guidance for 2024 implies further stabilization and
inflection to growth in revenue in the second half of 2024.
"We believe recent trends suggest stabilization in the U.S. and
forecast revenue declines will continue to lessen in the second
half driven by the company's recent initiatives to improve brand
awareness and further supported by growth in the specialty retail
segment as retail customers cycle through their excess inventories.
However, we expect its efforts around distributor rationalization
and a greater focus on building brand equity will remain a headwind
to international sales for the next several quarters. Nevertheless,
we view this as an essential move in addressing issues related to
diverted products and restoring brand reputation.
"Additionally, we forecast S&P Global Ratings-adjusted EBITDA
margins will settle in the 34%-35% range over the next two years as
the company increases its marketing spending to drive long-term
growth, partially offset by gross margin expansion given lower
warehousing and distribution costs and lapping high inventory
obsolescence charges. Consequently, we expect adjusted leverage of
5.6x and interest coverage of 2.5x at year-end 2024.
"Recent strategic initiatives and overall healthy prospects in the
prestige hair category will lead to modest growth in 2025; however,
execution risks remain. Olaplex's strategic initiatives to drive
growth include a renewed focus on growing the professional channel,
improving its marketing capabilities including a full-funnel
approach to improve brand reputation and awareness, investing in
product development including innovations, and revamping its senior
leadership team including hiring a new chief marketing officer and
a new chief operating officer / chief financial officer. In our
view, its greater focus on re-engaging with the professional
segment (i.e., stylist community) is positive given stylists'
recommendations remain a key deciding factor for customers in the
prestige hair care space, especially younger customers, who we
believe are willing to spend more on beauty products backed by
professionals. Additionally, we think Olaplex's expansion into
subsegments within haircare (bond shaping technology for curly
hair) and adjacent categories (eyelash serum) will widen its target
customer base and provide new avenues for growth.
"Furthermore, we believe that increased marketing and customer and
retailer education efforts are necessary to improve brand image and
compete effectively. However, we note the company's long-term level
of marketing spend and its ability to sustain margin remains
unclear, especially given the intense competitive landscape and its
expansion into new subsegments."
The competitive landscape has intensified. Olaplex remains a
leading player in the prestige haircare space but has ceded
significant market share the past 12 to 18 months to competitors
who use different but effective technologies to treat hair. The
company has lost share to both larger, diversified existing players
in the category like L'Oreal's Redken and Unilever's K-18, and new,
smaller players who have been able to gain share as consumers seek
on-trend, new products.
S&P said, "Nevertheless, we forecast the company's good liquidity
position provides a substantial cushion to execute its strategic
priorities. Our base case assumes revenue and EBITDA will trough in
2024 (declining by about 5% and 18%, respectively, compared to
2023) and return to moderate growth in 2025. Despite profit
declines, we estimate the company will remain a good cash flow
generator (with free operating cash flow [FOCF] upwards of $100
million) and maintain its adequate liquidity position, which
includes cash on hand of $508 million and an undrawn $150 million
revolver as of June 30, 2024.
"The stable outlook reflects our expectation that Olaplex's revenue
and EBITDA declines will lessen, resulting in S&P Global
Ratings-adjusted leverage in the mid-5x area with EBITDA interest
coverage well above 1.5x over the next 12 months.
"We could lower the ratings if, in our view, Olaplex's capital
structure becomes unsustainable, interest coverage falls below
1.5x, or FOCF declines to levels that are significantly below our
expectations."
This could occur if:
-- Operating performance significantly underperforms S&P's
expectations because of weak innovations, a significant increase in
marketing spending needed to strengthen its brand name,
intensifying competition from existing and new entrants in the
prestige hair care space, or higher costs to manufacture new
products; or
-- The company adopts more aggressive financial policies,
including debt-financed dividends or large acquisitions.
S&P said, "While much less likely given current indicative loan
trading prices, we could also lower the rating if we believe the
potential for Olaplex to repurchase a substantial amount of debt
below face value (which we could view as a selective default) has
increased. This is possible considering the company's relatively
high cash balances and potential for further performance
deterioration.
"We could raise our ratings if Olaplex can successfully implement
its strategic initiatives and build a track record of improved
operating performance."
This could occur if the company:
-- Demonstrates its ability to grow organically while maintaining
its existing margin profile;
-- Gradually increases its scale, while diversifying and expanding
the portfolio; and
-- Grows its market share in the prestige hair care space.
S&P could also raise the rating if the company repays a material
amount of debt near face value while preventing further substantial
EBITDA erosion.
OPTIO RX: Skin Medicinals Loses Bid for Preliminary Injunction
--------------------------------------------------------------
Judge Thomas M. Horan of the United States Bankruptcy Court for the
District of Delaware denied Skin Medicinals LLC's motion for
preliminary injunction in the adversary proceeding it filed against
Optio Rx, LLC, Ben David, Arun Suresh Kumar, and Lisa Bassett
Ippolito.
On July 12, 2024, Judge Horan delivered a ruling on the Motion from
the bench. He entered a related order on July 15, 2024.
On August 6, 2024, the United States District Court for the
District of Delaware entered an order vacating the PI Order. The
District Court vacated and remanded the PI Order, and instructed
the Bankruptcy Court to set forth findings of fact and conclusions
of law to support Judge Horan's determination that injunctive
relief was not warranted on the basis of Optio Rx, LLC's alleged
violations of the anti-computer hacking statues, CFAA (18 U.S.C.
Sec. 1030) and CADRA (Fla. Stat. Sec. 668.001 et seq.).
In February 2024, Ben David, who is Optio Rx's Chief Executive
Officer, texted Lisa Bennett Ippolito, a Florida nurse
practitioner, to ask that she obtain credentials to log in to the
prescriber-only portion of Skin Medicinals' website because he
wanted to "get in and see how it works." Ms. Ippolito went ahead
and obtained the credentials and sent them to Mr. David.
Mr. David or others acting on his instructions accessed the Skin
Medicinals website in February and March 2024 and downloaded
certain documents from the website. To show that there has been a
violation of the CFAA, a plaintiff must show that the defendant
"knowingly and with intent to defraud, accesses a protected
computer without authorization, or exceeds authorized access, and
by means of such conduct furthers the intended fraud and obtains
anything of value, unless the object of the fraud and the thing
obtained consists only of the use of the computer and the value of
such use is not more than $5,000 in any 1-year period." 18 U.S.C.
Sec. 1030(a)(4).
Under CADRA, a plaintiff must demonstrate that the defendant
"[o]btain[ed] information from a protected computer without
authorization and, as a result, causes harm or loss."
Judge Horan says, "Each of the CFAA and CADRA require that the
defendant obtained access to a 'protected computer.' Under the
CFAA, a protected computer is one that 'is used in or affecting
interstate or foreign commerce or communication . . .' 18 USC Sec.
1030(e)(2). CADRA defines a protected computer as 'a computer that
is used in connection with the operation of a business and stores
information, programs, or code in connection with the operation of
the business in which the stored information, programs, or code can
be accessed only by employing a technological access barrier.' Fla.
Stat. Sec. 668.002(6). This element is satisfied. The Skin
Medicinals computer hosting the website is one used in connection
with the operation of Skin Medicinals' business. That business is
engaged in interstate commerce. Therefore, under both the CFAA or
CADRA, the definition of a 'protected computer' is satisfied."
Judge Horan finds, however, that Skin Medicinals has not
established a likelihood of success on the merits as to the issue
of "loss" or "harm" under the CFAA and CADRA. At the July 1, 2024
hearing, Skin Medicinals presented no evidence of loss arising out
of Optio Rx's unauthorized access to Skin Medicinals' protected
computers.
According to Juge Horan, "There is no evidence before the Court of
the 'reasonable cost' element of 'loss' under the CFAA and CADRA.
And under CADRA, there is no evidence before the Court of economic
damages, lost profits, consequential damages, or profit earned by
Optio Rx as a result of any unauthorized access. While Skin
Medicinals may yet be able to provide evidence of such loss in
future proceedings, it did not do so in connection with this
preliminary injunction proceeding. Therefore, I find that Skin
Medicinals has failed to satisfy its burden of demonstrating the
existence of an essential element of relief under the CFAA and
CADRA. It did not demonstrate a substantial likelihood of success
on the merits and has not shown irreparable harm. Therefore, based
on the record before me, I find that Skin Medicinals has failed to
satisfy its burden to warrant imposition of a preliminary
injunction under the CFAA and CADRA."
A copy of the Court's decision dated August 13, 2024, is available
at https://urlcurt.com/u?l=lBJwL2
About Optio Rx, LLC
Optio Rx, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11188) on
June 7, 2024, listing $10 million to $50 million in assets and $100
million to $500 million in liabilities.
William E. Chipman, Jr., at Chipman Brown Cicero & Cole, LLP,
represents the Debtor as counsel.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of OptioRx,
LLC and its affiliates. The committee hires Saul Ewing LLP as
counsel.
PACKERS SOFTWARE: Moody's Cuts CFR to Caa2 & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Ratings downgraded Packers Software Intermediate Holdings,
Inc.'s corporate family rating to Caa2 from Caa1 and probability of
default rating to Caa2-PD from Caa1-PD. Concurrently, Moody's also
downgraded Cardinal Parent, Inc.'s (together with Packers Software
Intermediate Holdings, Inc., "Packers Software" or "Zywave") senior
secured first-lien debt rating, which includes a $70 million
revolver and an approximately $526 million outstanding term loan,
to Caa1 from B3, and $228 million senior secured second-lien term
loan rating to Ca from Caa3. The outlook was changed from stable to
negative. Zywave, headquartered in Milwaukee, WI, provides
cloud-based software platforms to the P&C and benefits insurance
industries in the US.
These ratings actions reflect Zywave's very high debt leverage,
which Moody's anticipate will remain above 11.0x, as well as
Moody's expectation for continued negative free cash flow in 2024
and Zywave's diminishing liquidity profile. In January, 2024, the
company issued an additional $100 million of senior secured notes,
pari passu with their senior secured first-lien debt, and used
proceeds to pay off its revolver balance and create a liquidity
runway. While liquidity has improved temporarily, the issuance has
also increased the interest expense burden that is driving Zywave's
sustained free cash flow deficit. As a result, Moody's see
increased risk of default if the company is unable to improve
margins and reverse its cash burn. Moody's expect cash flow to
remain challenged over the next 12-18 months as a result of a still
substantially high interest expense burden, and for liquidity to
remain weak.
RATINGS RATIONALE
The Caa2 CFR reflects Moody's anticipation for Zywave's credit
profile to remain constrained by steep interest rates in a highly
levered capital structure, with debt/EBITDA above 11.0x as of 30
June 30, 2024, and sustained negative free cash flow generation.
Improvement in free cash flow and financial leverage remains
uncertain in the face of Zywave's elevated interest expense burden,
especially if interest rates do not decline materially at a fast
enough pace. Turnover in senior management roles amid prolonged
operational challenges also pressure the credit profile as they may
delay operating improvement for a company that has a small revenue
scale, as well as narrow geographic diversification.
Moody's anticipate that Zywave will grow revenue in the low
single-digit range but still encounter free cash flow generation
hurdles. The company has undertaken measures to improve cash flow,
such as reductions in employee costs, which is the largest expense
for the company. However, it is uncertain whether Zywave can
support its current interest expense burden without external
liquidity injections and remain a going concern with the current
capital structure. The rating also considers the highly competitive
nature of the market for commercial property and casualty insurance
software, which can limit pricing power. Some of Zywave's
competitors are larger companies with bigger sales forces and
financial resources that they can use to gain market share.
Zywave's credit profile is supported by its high retention rate
among its customers, highly recurring revenue and market
positioning within the stable niche areas of the insurance software
industry. Approximately 95% of the company's revenue is
subscription based. The company's products play a critical role in
the operations of the customers and tend to have contracts with
tenors of several years. The company has an expansive portfolio of
end-to-end solutions in the market and a proprietary database of
insurance-related products and analytics, which its clients can use
to customize quotes and target markets and thus increase their
revenue earning capabilities.
The negative outlook reflects Moody's expectation that Zywave will
continue to report free cash flow deficits over the next 12 months.
Moody's expect slow revenue growth will keep debt/EBITDA leverage
very high, above 11.0x (Moody's-adjusted, net of capitalized
software expenses). Leverage reduction and cash flow improvement
will rely mostly on cost savings and optimization of working
capital. The company's ability to generate long-term positive free
cash flow remains uncertain and will depend on the trajectory of
interest rate benchmarks, as well as Zywave's ability to boost
revenue growth while improving profitability. The outlook could
return to stable if Moody's expects Zywave will be able to improve
its free cash flow generation profile towards breakeven levels.
Moody's view Zywave's liquidity as weak, driven by Moody's
expectation for sustained free cash flow deficits. Access to a $70
million revolver (undrawn as of 30 June 2024) provides limited
support given its upcoming expiration in November 2025. There was
only a modest amount of cash on the balance sheet of around $11
million as of the end of 2Q 2024. Annual amortization of the
first-lien term loan is around $5 million and the company has fixed
rate hedges in place for a significant portion of its debt. The
revolving credit facility contains a maximum first-lien net
leverage ratio set to 8.3x, applicable if 35% or more of the
revolver is drawn at quarter end.
The Caa1 rating on the senior secured first-lien bank credit
facilities reflects the Caa2-PD PDR and the two-class debt
structure, with the first-lien facilities receiving support from
the first-loss absorption provided by the senior secured
second-lien term loan, rated Ca.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook indicates that rating upgrades are unlikely
over the next 12-18 months. Over time Moody's could upgrade the
ratings if Zywave maintains revenue growth while keeping EBITDA
margins stable, significantly reduces leverage (after expensing
software development costs) and achieves some positive free cash
flow. An improved liquidity profile and adherence to a financial
policy that prioritizes leverage reduction would also be needed for
an upgrade.
Zywave's ratings could be downgraded if cash flow deficits
continue, liquidity deteriorates further, the company's operating
performance is weaker than anticipated, refinancing risk rises, or
Moody's perceive heightened risk that the capital structure is
unsustainable.
The principal methodology used in these ratings was Software
published in June 2022.
Zywave, headquartered in Milwaukee, WI and owned by private equity
investor Clearlake Capital, provides cloud-based software platforms
to the P&C and benefits insurance industry with a focus on
insurance agencies, brokers, carriers and human capital management
firms in the US. For the twelve-month period ended June 30, 2024,
the company generated over $200 million in revenue.
PAPA JOHN'S: S&P Affirms 'BB-' ICR on Steady Profitability
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on Papa
John's International Inc. and affirmed its 'BB-' issue-level rating
on the company's senior notes due 2029.
The stable outlook reflects S&P's expectation that Papa John's will
maintain steady operating performance, supporting positive S&P
Global Ratings-adjusted free operating cash flow (FOCF) to debt of
mid-12% and S&P Global Ratings-adjusted leverage of mid-3x over the
next 12 months.
S&P said, "The affirmation reflects our expectation for modest
sales growth and steady profitability metrics over the next 12
months despite a challenging macroeconomic backdrop. During the
second quarter (ended June 30, 2024), total revenue declined 1.3%
year over year while its consolidated comparable same-restaurant
sales contracted 2.7% as transaction volumes continued to decline,
particularly within the delivery channel. Inflationary pressure
over the past few years has hurt discretionary income, particularly
with lower-income consumers that account for a large share of
quick-service restaurant (QSR) spending.
"As such, we anticipate customer discretionary spending levels will
remain relatively weak through the year, particularly as lower- and
middle-income consumers continue to pull back on restaurant visits
and food delivery orders while shifting toward at-home meal
preparations instead. We expect sales growth of roughly 1% this
year, improving modestly toward 2.5% in fiscal 2025, as the company
offsets customer traffic challenges with its menu relevancy, value
messaging, and enhanced convenience through its delivery and
digital channels, which we anticipate will position Papa John's to
navigate the challenging environment successfully over the longer
term.
"Furthermore, we anticipate the Federal Reserve to cut interest
rate in the second half of the year. Combined with the
back-to-school season, this will likely boost customer traffic
trends over the next 12 months.
"We do not expect Papa John's to shift strategy under its new
President and CEO Todd Penegor. Under Penegor's leadership, we
expect the company to continue to execute its development
agreements and expand its franchisee base. We expect Penegor to
enact similar strategies implemented during his time as CEO of
Wendy's, which resulted in more than 12 years of consistently
positive comparable restaurant sales growth for the company during
his tenure. Furthermore, we anticipate customer traffic volumes
will begin to improve in the second half of the year and in fiscal
2025 as the company prioritizes value-driven initiatives and
promotional advertising across its restaurant base.
"We forecast Papa John's S&P Global Ratings-adjusted leverage will
be roughly 3.5x this year before improving to 3.4x in 2025 with
support from increasing EBITDA and modest debt paydown. Papa John's
S&P Global Ratings-adjusted leverage improved slightly year over
year to 3.6x as of June 30, 2024, from 3.9x, driven by increasing
EBITDA and modest debt repayment on the company's revolving credit
facility. We project S&P Global Ratings-adjusted leverage will
remain mid-3x as the company maintains steady adjusted EBITDA
margins of mid- to high-12% and opportunistically utilizes a
portion of FOCF toward debt-reduction initiatives over the next 12
months.
"We expect Papa John's steady cash flow generation will fund
slightly higher capital spending, dividends, and modest share
repurchases over the next 12 months. At the end of the second
quarter of 2024, Papa John's had $24 million of balance sheet cash
with roughly $235 million available under its $600 million
revolving credit facility due in September 2026. Papa John's
generated $14 million of reported FOCF during the second quarter of
2024, a moderate decline relative to its FOCF generation of almost
$37 million during the same quarter the previous year.
"We project the company's FOCF will be roughly $90 million for 2024
after accounting for capital spending of about $85 million, with
the bulk of the expenditure going toward new unit openings, store
refreshes and remodels, and new technology investments,
particularly as it relates to its online delivery services. We
anticipate Papa John's will use its cash flow to maintain its
quarterly dividend payments of roughly $15 million,
opportunistically execute share repurchases, and potentially pay
down modest debt over the next 12 months while conserving the
remainder as balance sheet cash.
"The stable outlook reflects our expectation that Papa John's will
maintain relatively steady operating performance over the next 12
months despite softer customer discretionary spending. We expect
consistent FOCF generation and profitability metrics, leading to
S&P Global Ratings-adjusted leverage or mid-3x over the next 12
months."
S&P could lower its rating on Papa John's over the next 12 months
if credit measures deteriorate, notably if S&P Global
Ratings-adjusted leverage approaches 4.5x. This could occur if:
-- The company shifts to a more aggressive financial policy while
increasing debt to fund an acquisition or shareholder returns; or
-- An unfavorable economic environment, heightened industry
competition, or food-safety issues lead to sharply weaker operating
results.
Although unlikely over the next 12 months due to a challenging
operating environment, S&P could consider an upgrade if Papa
John's:
-- Sustains operating performance gains and improvement in scale,
supported by positive comparable sales, successful new restaurant
development, and solid margin expansion; or
-- Operating results exceed our base case, resulting in adjusted
debt to EBITDA sustained at or below 3x, while clearly committing
to a more conservative financial policy.
ESG factors have had no material influence on S&P's credit rating
analysis of Papa John's.
PARKER ESTATES: Property Sale Proceeds to Fund Plan Payments
------------------------------------------------------------
Parker Estates LLC and its affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania a
Subchapter V Plan of Liquidation dated August 5, 2024.
The Debtors were all founded as residential real estate management
companies, owning and leasing residential properties in the city of
Philadelphia.
The Debtors each own residential real estate and lease same to
individual tenants. The Debtors' primary sources of income are the
monthly rental payments received by the tenants. The Debtors'
primary debt services include monthly mortgage payments and costs
of repair and maintenance of the properties.
The Debtors are all single member limited liability companies owned
100% by Danielle Parker.
Due to the financial struggles of the Debtors' tenants, and the
tenants' delinquent rental payments to the Debtors, the Debtors
have fallen behind on their mortgage payments. As a result, the
mortgage holders each files a foreclosure action against the
Debtors and Sheriff's Sales were scheduled.
Class 24 consists of the General Unsecured Claim of Truist Bank
totaling $1,342.26. The general unsecured claim of Beverly and
Steven Mack, in the amount of $167,592.06 is not included in this
calculation, as it will be satisfied pursuant to the settlement
agreement that will be subject of a 9019 motion, subject to
approval by the bankruptcy court.
Upon completion of payment to Secured Claimants and if additional
funds are available from the sale of 1765 N 29th St. the balance of
funds available from the sale of 1765 N 29th St will be paid to the
General Unsecured Claimant.
Class 25 consists of Equity Interest Holder Danielle Parker. Will
only receive payment if and when all other creditors are paid in
full.
Throughout the duration of the Plan, Chapter 11 Plan payments shall
be disbursed in a "waterfall" approach, with Administrative
Expenses being paid first, priority unsecured creditors being paid
second and then general unsecured creditors being paid third.
Claims in the same category shall be paid pro-rata.
The Debtor expects that the proceeds yielded from the sale of the
real properties will be sufficient to pay all creditors in full.
A full-text copy of the Subchapter V Plan dated August 5, 2024 is
available at https://urlcurt.com/u?l=bf48l6 from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Holly S. Miller, Esq.
Gellert Seitz Busenkell & Brown, LLC
901 Market Street, Suite 3020, 3rd Floor
Philadelphia, PA 19107
Tel: (302) 425-5800
Email: rgellert@gsbblaw.com
About Parker Estates LLC
Parker Estates, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11539) on May
6, 2024, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities.
Judge Ashely M. Chan presides over the case.
Ronald S. Gellert, Esq., at Gellert Seitz Busenkell & Brown, LLC
represents the Debtor as legal counsel.
PBF HOLDING: Moody's Affirms 'Ba2' CFR, Outlook Remains Positive
----------------------------------------------------------------
Moody's Ratings affirmed PBF Holding Company LLC's (PBF) Ba2
Corporate Family Rating, Ba2-PD Probability of Default Rating, and
Ba3 senior unsecured notes' ratings. The outlook remains positive.
"The affirmation of PBF's ratings and the positive outlook reflect
the company's resilience to reduced margins in the refining sector
and maintenance of strong liquidity," commented Jonathan Teitel, a
Moody's Vice President and Senior Analyst.
RATINGS RATIONALE
PBF's Ba2 CFR reflects large scale, conservative financial
policies, and strong liquidity, including a substantial cash
balance. PBF benefits from sizable prior debt reduction and
maintenance of more conservative financial policies over the last
several years that resulted in a stronger balance sheet and
improved resilience to the cyclical refining industry. Given the
cyclical nature of the refining business, PBF's EBITDA and cash
flows are volatile, leading to swings in leverage. Mitigating the
resulting risk is PBF's sizable cash balance relative to its
outstanding debt.
EBITDA is on track to decline meaningfully in 2024, driven by lower
crack spreads and turnaround activities taking longer than planned,
but Moody's expect EBITDA will recover in 2025 and that the company
can improve its turnaround execution. PBF is geographically
diversified within the US and owns six refineries with combined
throughput capacity of approximately 1 million barrels per day. Two
of PBF's refineries operate in California where there is a high
degree of regulatory risks and uncertainties.
PBF's parent company, PBF Energy Inc. (PBF Energy), owns PBF
Logistics LP (PBF Logistics), which primarily owns and operates
midstream infrastructure relating to PBF's refineries and is
unleveraged. PBF Energy has 50-50 joint venture (St. Bernard
Renewables LLC) which owns a renewable diesel plant that is
co-located with one of PBF's refineries and for which PBF is the
operator.
PBF's SGL-1 rating reflects Moody's expectation for PBF to maintain
very good liquidity. As of June 30, 2024, the company had $1.35
billion of cash. PBF has an ABL revolver with $3.5 billion of
lender commitments. As of June 30, 2024, the revolver was undrawn
(about $63 million in letters of credit were outstanding). The
revolver matures in August 2028 but if the senior notes due
February 2028 are outstanding three months prior to their maturity,
the borrowing base will be reduced by the principal amount of these
notes ($802 million as of June 30, 2024). The revolver has a
springing minimum fixed charge coverage ratio covenant (springing
is based on availability under the facility). Moody's do not expect
this covenant to spring through 2025.
PBF's senior unsecured notes due 2028 and 2030 are rated Ba3. This
is one notch below the CFR and reflects effective subordination to
the senior secured revolver with respect to the collateral securing
the facility. PBF's notes are not guaranteed by PBF Energy or PBF
Logistics.
PBF's positive outlook reflects expected improvement in operational
performance, earnings and free cash flow generation, which combined
with the maintenance of low leverage, strong liquidity and a
prudent approach to shareholder returns could support an upgrade of
the CFR to Ba1.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include PBF improving its
operating performance and free cash flow generation, maintaining
conservative financial policies and low leverage through the cycle.
Maintaining a cadence of shareholder returns that sustains a large
cash balance and strong liquidity through the cycle is important to
supporting further credit improvement.
Factors that could lead to a downgrade include a sustained
weakening in operating performance, deterioration of liquidity or
negative free cash flow, or more aggressive financial policies.
PBF, headquartered in Parsippany, NJ, is a subsidiary of PBF
Energy, a publicly traded refining company in the US with
refineries in multiple states.
The principal methodology used in these ratings was Refining and
Marketing published in August 2021.
PERSPECTIVES INC: Creditors to Get Proceeds From Liquidation
------------------------------------------------------------
Perspectives, Inc., filed with the U.S. Bankruptcy Court for the
District of Minnesota an Amended Chapter 11 Plan of Liquidation
dated August 5, 2024.
The Debtor is a Minnesota non-profit corporation formed in 1976,
with a principal place of business in St. Louis Park, Minnesota.
The Debtor was forced to file this case after discovering that its
former CFO failed to comply with payroll tax requirements and
concealed such failures from the Debtor's board, resulting in
significant tax liabilities owed to the Internal Revenue Service
and the Minnesota Department of Revenue. In addition to these tax
liabilities, the Debtor also discovered its overall short-term debt
and balloon mortgage were coming due.
Despite the Debtor's best efforts, the Debtor was unable to raise
money to pay these outstanding liabilities and the Debtor's cash
flow remained insufficient to satisfy the required debt service.
Facing potential garnishments and a lack of operating funds, the
Debtor filed this case on the Petition Date to preserve its assets
for the benefit of all the Debtor's creditors.
This Plan under chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from cash flow generated from the
liquidation of the Debtor's assets.
On the Effective Date, except as otherwise designated in this Plan,
all of the Debtor's assets shall become part of the Liquidating
Fund. The Liquidating Agent shall continue to operate the Debtor's
business while the Liquidating Agent sells the Debtor's real and
personal property. The Plan provides for the payment of all Allowed
administrative and priority claims. The Plan further provides for
the payment of all Allowed secured claims up to the value of the
respective collateral. The Debtor projects sufficient excess sale
proceeds to also pay all Allowed unsecured claims in full.
Class 2 consists of the general unsecured claims. Except to the
extent that a holder of a general unsecured claim: (a) has been
paid by the Debtor prior to the Effective Date; or (b) agrees to a
less favorable classification and treatment, each holder of an
Allowed general unsecured claim shall receive a pro rata
distribution from the Liquidating Fund after the payment of all
Allowed Administrative Expenses, Allowed priority claims, statutory
fees, Allowed Class 1 secured claims, and all costs and expenses of
the Liquidating Fund.
If, after the payment of all Allowed Class 2 claims in full, the
Liquidating Fund holds excess funds, the Liquidating Agent shall
calculate and pay post-petition interest on all Allowed Class 2
claims on a pro rata basis. The post-petition interest shall be
calculated using the postjudgment interest rate under Section 1961
of the Bankruptcy Code, which was 5.01% the week of the Petition
Date. To the extent the Liquidating Fund holds excess funds after
the payment of post petition interest at the post-judgment interest
rate, the Liquidating Agent shall pay the difference between any
contract interest rate and the post-judgment interest rate on all
Allowed Class 2 claims, solely to the extent any such Allowed Class
2 claim includes such contract interest, on a pro rata basis.
On the Effective Date, except as otherwise designated in this Plan,
all of the Debtor's assets shall become part of the Liquidating
Fund, which shall be used for the administrative costs of
administrating the Plan and for payments to holders of Allowed
claims in accordance with the terms of this Plan under the
direction of the Liquidating Agent. The transfer of assets and
rights to the Liquidating Fund shall not be construed to destroy or
limit any such assets or rights or be construed as a waiver of any
right, and such rights may be asserted by the Liquidating Fund as
if the asset or right was still held by the Debtor.
STL Consulting, Inc. shall be appointed the initial Liquidating
Agent. The Liquidating Agent's primary tasks are to receive the
Liquidating Fund, liquidate assets, pursue causes of action,
administer claims, and distribute proceeds for the benefit of the
holders of Allowed claims. The Debtor expressly preserves avoidance
claims. The Liquidating Agent shall file a motion, application, or
other request to close the Chapter 11 Case when the case has been
fully administered.
A full-text copy of the Amended Liquidating Plan dated August 5,
2024 is available at https://urlcurt.com/u?l=le864j from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Steven R. Kinsella, Esq.
FREDRIKSON & BYRON, P.A.
60 South 6th Street, Suite 1500
Minneapolis, MN 55402
Tel: 612-492-7000
Email: skinsella@fredlaw.com
About Perspectives Inc.
Perspectives, Inc. is a human service program that addresses
society's most pressing issues: equity, diversity, inclusion,
homelessness, poverty, addiction, mental illness, food security,
and lack of access to life-changing opportunities for
disenfranchised women and children. It is based in St. Louis Park,
Minn.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 24-40832) on March 28,
2024, with $1 million to $10 million in both assets and
liabilities. Steven Nosek serves as Subchapter V trustee.
Judge Katherine A. Constantine presides over the case.
Steven R. Kinsella, Esq., at Fredrikson & Byron, P.A. represents
the Debtor as legal counsel.
PLANT BAE: Updates Restructuring Plan Disclosures
-------------------------------------------------
Plant Bae, LLC, submitted an Amended Plan of Reorganization for
Small Business dated August 6, 2024.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income that is sufficient to pay
creditors holding allowed secured and priority unsecured claims.
Additionally, the Plan provides for creditors holding non-priority
unsecured claims to be paid in full, which distribution exceeds the
amount that said creditors would receive under a liquidation. The
Debtor will pay the claims within no more than five years of
confirmation of the Plan.
This Plan proposes to pay certain creditors of the Debtor, as
provided for herein, from cash flow from future earnings. The
Debtor intends to keep all assets as disclosed within its
bankruptcy schedules. The Debtor does not intend to liquidate or
dispose of any property; however, if disposition or liquidation of
property becomes necessary for a successful reorganization, the
Debtor will undertake such necessary disposition or liquidation.
As set forth in this Plan, unless stated otherwise, a secured
creditor's claim will be treated as secured to the extent of the
value of the creditor's interest in the estate's interest in the
subject property and as unsecured to the extent that the value of
the creditor's interest is less than the amount of the allowed
claim. A secured creditor will retain its lien on the collateral
under this Plan, to the extent of the secured value of the claim,
unless there is an express provision herein that states otherwise.
A secured creditor will receive payment on its secured claim, as
set forth in this Plan, out of the Debtor's future earnings at the
specified rates of interest. This Plan provides for payment to
creditors holding administrative and priority unsecured claims.
This Plan further provides for payment to creditors holding allowed
non-priority unsecured claims.
Like in the prior iteration of the Plan, the creditors holding
allowed non-priority unsecured claims will be paid a total
distribution of approximately 100% of the amount of each respective
claim without interest, in installment payments, at the amount and
with the frequency set forth in the Plan or until the claims are
satisfied pursuant to the terms of the Plan.
The equity interests in Class 4 are the membership interests held
solely by Quebe Merritt, who retains said interests within this
Plan.
The Debtor will retain its personal property, subject to the
encumbrances and liens thereon, which will allow the Debtor to
operate its business and pay its creditors from the future earnings
derived from such operations.
A full-text copy of the Amended Plan dated August 6, 2024 is
available at https://urlcurt.com/u?l=zaRMKN from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Paul D. Esco, Esq.
PAUL D. ESCO ATTORNEY AT LAW, LLC
2800 Zelda Road; Suite 200-7
Montgomery, AL 36106
Telephone: (334) 832-9100
Facsimile: (334) 832-4527
E-mail: paul.esco@aol.com
About Plant Bae LLC
Plant Bae, LLC operates a restaurant specializing in plant-based
food/items.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 24-30639) on March 22,
2024. In the petition signed by Quebe Merritt, member, the Debtor
disclosed up to $50,000 in assets and up to $100,000 in
liabilities.
Judge Christopher L. Hawkins oversees the case.
Paul D. Esco, Esq., at Paul D. Esco, Attorney at Law, LLC,
represents the Debtor as legal counsel.
PRIME CAPITAL: Bankrupt Shareholder Wins Dismissal of Receiver Suit
-------------------------------------------------------------------
Judge Robert E. Littlefield, Jr. of the United States Bankruptcy
Court for the Northern District of New York granted Kris Daniel
Roglieri's motion to dismiss the adversary proceeding filed by Paul
A. Levine, Esq., as the receiver of Prime Capital Ventures, LLC.
On February 15, 2024, Roglieri commenced his bankruptcy proceeding
under Chapter 11, Subchapter V. He is the sole member and
shareholder of Prime Capital Ventures, LLC. On May 15, 2024, the
case was converted to a Chapter 7 proceeding and Christian H.
Dribusch, Esq., was appointed the Chapter 7 Trustee.
On January 12, 2024, Judge Mae A. D'Agostino of the United States
District Court for the Northern District of New York appointed Paul
A. Levine, Esq., as the temporary receiver of Prime in the case,
Compass-Charlotte 1031, LLC v. Prime Capital Ventures, LLC et al.,
Case No. 24-cv-00055. (Dist. No. 8). On January 24, 2024, the
District Court issued a decision making the Receiver's appointment
permanent.
On April 22, 2024, the Receiver filed this adversary proceeding.
On June 25, 2024, the Defendant filed a Motion to Dismiss Adversary
Proceeding alleging that the Receiver did not have authority to
bring the action.
Roglieri argues the Receiver does not have standing to bring this
adversary proceeding as he was not granted authority by the
District Court "to direct the legal affairs of [Prime]." In further
support of his contention, Roglieri argues the question of the
Receiver's authority has not yet been resolved by Judge D'Agostino
and he should have waited for same.
On July 10, 2024, the Receiver filed opposition to the Motion to
Dismiss. The Receiver argues Roglieri is precluded from raising the
issue of the Receiver's authority because it "has already been
‘actually adjudicated'" by the New York State Supreme Court in
the matter of ER Tennessee, LLC v. Prime Capital Ventures, LLC, et
al., Index No. 650231/2024. The Receiver next argues the matter of
his authority is moot because the Trustee ratified the adversary
case. Even if the Court does not accept the first two arguments,
the Receiver alleges that he did in fact receive a "broad grant of
authority" from the District Court to bring this action.
On July 12, 2024, the Chapter 7 Trustee filed a statement of
ratification of the adversary proceeding. The Court held a hearing
on the Motion on July 17, 2024, and placed the matter on reserve.
On July 23, 2024, the Court entered a Memorandum Decision and Order
dismissing Prime's bankruptcy case as having been improperly filed.
The Court recently reviewed the Receiver's authority in the Prime
Decision and found that he was not authorized to file Prime's
bankruptcy petition. The Court finds the Receiver did not have the
authority to file an adversary proceeding and therefore lacks the
requisite standing.
According to the Court, Prime's operating agreement makes it clear
that the Trustee did not receive ratification authority upon the
transfer of Roglieri's interest in Prime.
Prime's operating agreement in connection with Delaware law leads
the Court to determine the Trustee could not ratify this adversary
proceeding.
The motion is granted and the adversary proceeding is dismissed,
the Court holds.
A copy of the Court's decision dated August 9, 2024, is available
at https://urlcurt.com/u?l=PHgQ6W
Kris Daniel Roglieri filed for Chapter 11 bankruptcy protection
(Bankr. N.D.N.Y. Case No. 24-10157) on February 15, 2024, listing
under $1 million in both assets and liabilities. The Debtor is
represented by Brendan Walsh, Esq. at Pashman Stein Walder Hayden,
PC.
On May 15, 2024, the case was converted to a Chapter 7 proceeding.
Christian H. Dribusch, Esq., was appointed the Chapter 7 Trustee.
PRIMELAND REAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Primeland Real Estate Development, LLC
Sycamore Orlando Resort
6675 Westwood Blvd
Suite 190
Orlando, FL 32821
Business Description: The Debtor is the fee simple owner of an
incomplete condominium project known as
Sycamore Orlando Resort located at 2691
Livingston Rd, Kissimmee, FL 34747 having an
appraised value of $40 million.
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-04612
Judge: Hon. Lori V Vaughan
Debtor's Counsel: Frank M. Wolff, Esq.
NARDELLA & NARDELLA, PLLC
135 W. Central Blvd
Suite 300
Orlando, FL 32801
Tel: 407-966-2680
Fax: 407-966-2681
Email: fwolff@nardellalaw.com
Total Assets: $40,828,477
Total Liabilities: $41,815,331
The petition was signed by Karen M. Costa as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3LO32UQ/Primeland_Real_Estate_Development__flmbke-24-04612__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Adolfo Ramiro Customer Deposit $477,422
Carbajal Trujillo
CalleLosTiamos151
Lima, Peru
2. Akribeia EPG, Ltd Balance of $698,249
491B River Valley Furniture
Rd, #15-01 Contracts
Valley Point
Singapore 248373
3. Alicia Andrade Jr. Customer Deposit $354,381
Las Morenas 390
Lima, 15023
Peru
4. Alvaro Rode Morales Customer Deposit $336,960
Nueva Helvecia
Colonia
70201
Uruguay
5. Angel Valenzuela Paragon Customer Deposit $523,314
c/ Moreras 70
2DA A
Majadahonda
Madrid 28221
Spain
6. Carlos Joui Petersen Customer Deposit $354,617
AV Apoquindo
4001
Piso 3 of 301
Las Condes
Santiago, Chile
7. Cold Form Steel Systems Construction $377,171
16615 Riverstone Way Contractor
Suite 100
Charlotte, NC 28277
8. Francisco Lama Figari Customer Deposit $543,652
Avenida El
Tranque 10650
Casa 3 Lo
Barnechea
Santiago, Chile
9. Jose Guerra Nunez Customer Deposit $466,950
2665 Executive Park Dr
Suite 2
Weston, FL 33326
10. Jose O.L. Cruz Customer Deposit $321,718
Kilometro 2 Via
Circasa
Bodega Verde
Armenia, Quindio
Colombia
11. Lucy Sepulveda Customer Deposit $289,695
Balbontin
2131 Molitor St
Mandeville, LA
70448
12. Luis F. Gonzalez & Customer Deposit $1,433,396
G+G Int'l Ventures
40 E Main Street
#1032
Newark, NJ 19711
13. M. Soliz & M. Castillo Cancelled $302,829
Group Marsal Contracts
KM 14.5 AL
Pacifico Hacienda
Andana 1, Casa
91 Zone 2
Villa Nueva
Guatemala
14. Mauricio Galaz Customer Deposit $314,400
Valladares
Rio De Janeiro
355
Recoleta
Santiago
Chile
15. Nancy Idalia EB5 Loan $574,061
Jaime Fuentes
Colina Verde #3108
Col Colinas Del Valle
Monterrey NL
Mexico
16. Raed Karame Cancelled $463,547
115 Columbus Contract
Cir. Westmoorin
Westmooring
Carenage, Port of Spain
Trinidad & Tobago
17. Razana A. Maimani Customer Deposit $312,400
7724 Ibraheem Allozi
St-Almorgan
Jeddah 23713
Saudi Arabia
18. Sandra Carolina Customer Deposit $302,020
Martinez Garcia
3701 N Country Club Dr
Apt 607
Aventura, FL
33180
19. Spirits Furniture Balance of $929,573
5240 Hammock Furniture
Pointe Ct Contract
Saint Clould, FL
34771
20. Victor Manuel Customer Deposit $530,595
Amaya Madrid
Ruitoque
Condominio
Colina De
Yerbabuena
Piedecuesta
Santander, Colombia
PROOFPOINT INC: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Rating
(IDR) for Proofpoint, Inc. to 'B+' from 'B'. Fitch has also
upgraded Proofpoint's $300 million secured revolving credit
facility (RCF) and $3.4 billion first-lien secured term loan to
'BB-'/'RR3' from 'B+'/'RR3'. The Rating Outlook is Stable.
Fitch expects Proofpoint's Fitch-adjusted EBITDA leverage to
improve to below 5.5x which is below Fitch's previously stated
positive sensitivity threshold. Fitch projects that the gross
leverage decrease will be driven by EBITDA growth due to continuing
revenue growth and implementation of operational optimization.
Proofpoint's ratings are also supported by highly recurring
revenues that are expected to translate into resilient cash flow
generation. The ratings are limited by lack of diversification in
end market products and moderate leverage profile.
Key Rating Drivers
Moderate Leverage Profile with Deleveraging Capacity: Fitch
forecasts gross leverage to decline to below 5.5x in 2025 as the
company benefits from continuing revenue growth and operating
leverage. Despite further deleveraging capacity projected beyond
2024 supported by the company's FCF generation, Fitch expects
limited deleveraging as Proofpoint's private equity ownership would
likely prioritize ROE maximization over debt prepayment. These
could include acquisitions to broaden Proofpoint's market
position.
Leader in Niche Cybersecurity Industry: In the highly fragmented
enterprise cybersecurity industry, Proofpoint has been a leader in
enterprise email security and compliance. Its products protect
against threats across email, web, networks, cloud applications,
data governance and data retention enforcement. The company has
built a strong reputation for providing robust solutions that
protect organizations from advanced email threats such as phishing,
malware, and business email compromise. Email is the number one
threat vector in cybersecurity, serving as the primary entry point
for sophisticated attacks.
Secular Tailwind Supporting Growth: Proofpoint benefits from the
growing cybersecurity industry, which Fitch forecasts would have
CAGR in the low teens in a normal economic environment. The
importance of cybersecurity has risen in recent years with
increasingly complex IT networks and continued digitalization of
information. High profile cybersecurity breaches have also
heightened awareness of the need for more comprehensive
cybersecurity solutions. Fitch believes this will benefit
subsegment leaders such as Proofpoint that will be part of the
overall solution to these issues.
Narrow Product Focus: ProofPoint focuses on the narrow segment
Threat Protection Platform including email security. While this is
growing segment, the narrow focus could expose the company to risks
associated with the evolving cybersecurity industry including
technology disruptions.
Highly Recurring Revenue with High Retention: Over 95% of
Proofpoint's revenue is recurring in nature, with high gross
retention rates. The strong revenue retention implies sticky
products supported by the company's platform of cybersecurity
products, which solidify its market position. The high revenue
retention and recurring revenue enhances the predictability of
Proofpoint's financial performance and maximizes the lifetime value
of customers.
Diversified Customer Base: Proofpoint serves approximately 14,000
customers across diverse industry verticals including financial
services, health care, TMT, industrial, and manufacturing. The
broad exposure effectively reduces customer concentration risks and
revenue volatility through economic cycles, which, in turn, reduces
industry-specific risks.
Operational Improvements and FCF Profile: Since the acquisition by
Thoma Bravo in 2021, Proofpoint has undergone significant
operational optimization to enhance its operational efficiency to
levels comparable to industry peers. Through 2023 and continuing in
2024, the company has successfully executed on a significant
portion of the plan and is tracking inline against expectations.
Fitch expects minimal capex and working capital requirements, and
improvements in operational performance should lead to FCF margin
expansion to the low-teens in 2025 and approaching industry peers.
Derivation Summary
Proofpoint operates in the sub-segment of the fragmented
cybersecurity industry. The broader enterprise security market has
been growing supported by greater awareness around security
breaches and the increasing complexity of IT networks and
applications. While the company had been growing at rates
significantly higher than industry average, its profitability as
measured by EBITDA and FCF margins had been below those of industry
peers. As part of the plan to be acquired by Thoma Bravo in 2021,
the company devised a plan to execute on operational efficiency
improvements to close the profitability gap with industry peers.
Within the broader enterprise security market, peers of Proofpoint
include Gen Digital Inc. (BB+/Negative), DCert Buyer (B/Negative),
Veracode (B/Stable), Imprivata (B/Stable), and RSA Security
(B-/Stable). Proofpoint operates at a smaller scale, with lower
EBITDA margins and higher financial leverage compared to Gen
Digital Inc. However, when compared to other peers, Proofpoint
boasts a higher scale despite having lower EBITDA margins. In terms
of leverage, Proofpoint maintains a lower leverage profile,
aligning it with a strong B category.
Key Assumptions
- Organic revenue growth in the mid-teens to low-teens;
- EBITDA margins in the low 30s;
- Capex intensity of approximately 2.5% per year;
- Aggregate acquisitions totaling $500 million through 2027;
- Interest rates forecasted to be 5.2% in 2024, declining gradually
to 3.8% by 2027.
Recovery Analysis
Recovery Analysis
- The recovery analysis assumes that Proofpoint would be
reorganized as a going-concern (GC) in bankruptcy rather than
liquidated.
- Fitch has assumed a 10% administrative claim with a GC approach.
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level that should be approaching
industry norm while incorporating the risks associated with
necessary operational improvements, upon which Fitch bases the
enterprise valuation (EV).
- An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization EV. The choice of this multiple
considered the following factors:
- The median reorganization enterprise value/EBITDA multiple for
the 71 TMT bankruptcy cases that had sufficient information for an
exit multiple estimate to be calculated was 5.9x. Of these
companies, five were in the software sector: Allen Systems Group,
Inc - 8.4x; Avaya, Inc. - 2023: 7.5x, 2017: 8.1x; Aspect Software
Parent, Inc. - 5.5x, Sungard Availability Services Capital, Inc. -
4.6x, and Riverbed Technology Software - 8.3x;
- The highly recurring nature of Proofpoint's revenue and mission
critical nature of the product support the high-end of the range;
- After applying the 10% administrative claim, adjusted EV of ~$2.5
billion is available for claims by creditors resulting in a
'BB-'/'RR3' Recovery Rating (RR) for the secured first lien debt
and revolving credit facility.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustaining below 4.0x;
- (CFO - capex)/debt ratio sustaining near 10%;
- Organic revenue growth sustaining above the high single digits.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage sustaining above 5.5x;
- (CFO - capex)/debt ratio sustaining below 7.5%;
- Organic revenue growth sustaining near 0%.
Liquidity and Debt Structure
Adequate Liquidity: The company's liquidity is projected to be
adequately supported by approximately $265 million cash on balance
sheet at the end of 2Q24, $300 million undrawn RCF, and projected
FCF generation after 2024 as operational improvement plans are
executed.
Debt Structure: Proofpoint has $3.3 billion of secured first lien
debt due 2028. Fitch expects Proofpoint to generate ample FCF to
make its required debt payment.
Issuer Profile
Proofpoint is a leading cybersecurity and compliance company
serving large and mid-sized organizations with a focus around
protecting employees from IT security threats and compliance risks.
The company's products include security and compliance programs
that are primarily cloud-delivered.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Proofpoint, Inc. LT IDR B+ Upgrade B
senior secured LT BB- Upgrade RR3 B+
PURE BIOSCIENCE: Registers 10M Shares Under 2024 Incentive Plan
---------------------------------------------------------------
PURE Bioscience, Inc. filed a Registration Statement with the U.S.
Securities and Exchange Commission pursuant to General Instruction
E to Form S-8 under the 1933 Act, for the purpose of registering
10,000,000 shares of common stock, par value $0.01 per share under
the 2024 Equity Incentive Plan.
A full-text copy of the Registration Statement is available at:
https://tinyurl.com/4ernp9j7
About PURE Bioscience Inc.
PURE Bioscience, Inc. -- http://www.purebio.com/-- is focused on
developing and commercializing its proprietary antimicrobial
products primarily in the food safety arena. The Company provides
solutions to combat the health and environmental challenges of
pathogen and hygienic control. Its technology platform is based on
patented, stabilized ionic silver, and its initial products contain
silver dihydrogen citrate, better known as SDC. PURE is
headquartered in Rancho Cucamonga, California (San Bernardino
metropolitan area).
Los Angeles, California-based Weinberg and Company, P.A., the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Oct. 30, 2023, citing that the
Company has suffered recurring losses from operations and negative
cash flows from operating activities that raise substantial doubt
about its ability to continue as a going concern.
PURE Bioscience reported a net loss of $3.96 million for the year
ended July 31, 2023, compared to a net loss of $3.49 million for
the year ended July 31, 2022. As of April 30, 2024, PURE Bioscience
had $920,000 in total assets, $3.07 million in total liabilities,
and a total stockholders' deficiency of $2.15 million.
QURATE RETAIL: Updates Bylaws With New Advance Notice Provisions
----------------------------------------------------------------
Qurate Retail, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on August 13, 2024,
the board of directors of the Company approved an amendment and
restatement of the Company's bylaws, which became effective
immediately. In addition to certain other technical, conforming,
modernizing and clarifying changes, the Amended Bylaws include the
following changes to the advance notice provisions in Section 1.5
of the Amended Bylaws:
* modify the window for stockholders to submit proposals or
nominations for the annual meeting to not more than 120 days and
not less than 90 days prior to the anniversary date of the
preceding year's annual meeting, and in the event the annual
meeting is advanced by more than 20 days or delayed by more than 70
days from the anniversary date, notice must be received not earlier
than 120 days prior to the annual meeting or the later of 90 days
prior to the annual meeting or the 10th day following public
announcement;
* modify the window for stockholders to submit proposals or
nominations for special meetings to not more than 120 days and not
less than 90 days prior to the special meeting;
* require a stockholder proposing business or nominating
directors to provide additional information about the stockholder
and any candidate the stockholder proposes to nominate for election
as a director;
* expand the definition of beneficial and record ownership to
encompass the definitions used in Rule 13d-3 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");
* require the nominee and the proposing person represent that
they are not subject to, and will not enter into, any undisclosed
voting agreements with the Company;
* require that any stockholder nominee for director submit a
completed and signed questionnaire with respect to the background,
qualifications, and independence of such nominee; and
* incorporate the universal proxy rule (Rule 14a-19 of the
Exchange Act) into the advance notice provisions applicable to
director nominations.
In addition, the Amended Bylaws also include revisions to
incorporate recent amendments to the Delaware General Corporation
Law, including revisions relating to: (i) adjournment procedures
and preparation and availability of the Company's stockholder list
for meetings of stockholders; (ii) authorization to sign stock
certificates, approval of uncertificated stock, and notice of
uncertificated shares by means of electronic transmissions; and
(iii) notice under Section 5.4 of the Amended Bylaws by electronic
mail.
A full-text copy of the Amended and Restated Bylaws of the Company
is available at:
https://tinyurl.com/bdcjmxj8
About Qurate Retail
Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns
controlling and non-controlling interests in a broad range of video
and online commerce companies. Qurate has six leading retail
brands: QVC, HSN, Ballard Designs, Frontgate, Garnet Hill, and
Grandin Road. Qurate Retail Group is the largest player in video
commerce, which includes video-driven shopping across linear TV,
e-commerce sites, digital streaming, and social platforms. The
retailer reaches more than 200 million homes worldwide via 15
television channels, which are widely available on cable/satellite
TV, free over-the-air TV, and digital livestreaming TV. The
retailer also reaches millions of customers via its QVC+ and HSN+
streaming experiences, websites, mobile apps, social pages, print
catalogs, and in-store destinations. Qurate Retail, Inc. also holds
various minority interests.
Qurate Retail reported a net loss of $94 million for the year ended
Dec. 31, 2023, compared to a net loss of $2.53 billion of total net
revenue for the year ended Dec. 31, 2022. As of June 30, 2024, the
Company had $10.9 billion in total assets, $10.5 billion in total
liabilities, and $421 million in total stockholders' equity.
Qurate Retail disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 10, 2024, it received written
notice from The Nasdaq Stock Market notifying the Company that,
because the closing bid price for the Company's Series A common
stock, par value $0.01 per share, had fallen below $1.00 per share
for 30 consecutive business days, the Company no longer complies
with the minimum bid price requirement for continued listing of
QRTEA on the Nasdaq Global Select Market.
* * *
As reported by TCR on April 22, 2024, S&P Global Ratings revised
its outlook to stable from negative and affirmed all its ratings on
U.S.-based video commerce and online retailer Qurate Retail Inc.,
including its 'CCC+' issuer credit rating. The stable outlook
reflects S&P's expectation that Qurate will maintain sufficient
liquidity over the next 12 months despite its view that its capital
structure remains unsustainable, as further cost reductions offset
sales weakness and support profit recovery.
R2 MARKETING: Mark Sharf Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a
practicing attorney in Los Angeles, as Subchapter V trustee for R2
Marketing and Consulting, LLC.
Mr. Sharf will charge $660 per hour for his services as Subchapter
V trustee and $150 per hour for his trustee administrator's
services. In addition, the Subchapter V trustee will seek
reimbursement for work-related expenses incurred.
Mr. Sharf declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark Sharf, Esq.
6080 Center Drive, 6th Floor
Los Angeles, CA 90045
Telephone: (323) 612-0202
Email: mark@sharflaw.com
About R2 Marketing and Consulting
R2 Marketing and Consulting, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12045)
on August 15, 2024, with $100,001 to $500,000 in both assets and
liabilities.
Judge Scott C. Clarkson presides over the case.
Anerio V. Altman, Esq., at Lake Forest Bankruptcy Ii, Apc
represents the Debtor as legal counsel.
RED BAY COFFEE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Red Bay Coffee Company, Inc.
f/k/a Red Bay Coffee Company LLC
3098 East 10th Street
Oakland, CA 94601
Business Description: The Debtor is a wholesale specialty coffee
roasting company based in Oakland,
California.
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-41317
Judge: Hon. William J Lafferty
Debtor's Counsel: Matthew D. Metzger, Esq.
BELVEDERE LEGAL, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: 415-513-5980
Fax: 415-513-5985
Email: info@belvederelegal.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Keba A. Konte as chief executive
officer.
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/SQJMMDY/Red_Bay_Coffee_Company_Inc__canbke-24-41317__0001.0.pdf?mcid=tGE4TAMA
RHODIUM ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Rhodium Enterprises, Inc.
2617 Bissonnet Street, Suite 234
Houston Texas 77005
Business Description: Rhodium is a founder-led, Texas based,
digital asset technology company utilizing
proprietary tech to self-mine bitcoin.
The Company creates innovative technologies
with the goal of being the most sustainable
and cost-efficient producer of bitcoin in
the industry.
Chapter 11 Petition Date: August 29, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Thirteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Rhodium Enterprises, Inc. 24-90454
Rhodium Technologies LLC 24-90455
Rhodium Renewables LLC 24-90456
Air HPC LLC 24-90457
Rhodium Shared Services LLC 24-90458
Rhodium Ready Ventures LLC 24-90459
Rhodium Industries LLC 24-90460
Rhodium Encore Sub LLC 24-90461
Jordan HPC Sub LLC 24-90462
Rhodium 2.0 Sub LLC 24-90463
Rhodium 10MW Sub LLC 24-90464
Rhodium 30MW Sub LLC 24-90465
Rhodium Renewables Sub LLC 24-90466
Debtors' Counsel: Patricia B. Tomasco, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, LLP
700 Louisiana, Suite 3900
Houston, Texas 77002
Tel: 713-221-7000
Email: pattytomasco@quinnemanuel.com
Debtors'
Restructuring
Advisor: PROVINCE
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Michael Robinson as co-chief
restructuring officer.
The Debtors indicated in the petitions they have no creditors
holding unsecured claims.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/H6WZMYY/Rhodium_Enterprises_Inc__txsbke-24-90454__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/H3RYETA/Rhodium_Technologies_LLC__txsbke-24-90455__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EGXFNGQ/Rhodium_Renewables_LLC__txsbke-24-90456__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EDYWFZQ/Air_HPC_LLC__txsbke-24-90457__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EMIYJ4Y/Rhodium_Shared_Services_LLC__txsbke-24-90458__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ELKDQUA/Rhodium_Ready_Ventures_LLC__txsbke-24-90459__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EVJYUVY/Rhodium_Industries_LLC__txsbke-24-90460__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ETRIDRI/Rhodium_Encore_Sub_LLC__txsbke-24-90461__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/E7XE5NQ/Jordan_HPC_Sub_LLC__txsbke-24-90462__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/E2IPALA/Rhodium_20_Sub_LLC__txsbke-24-90463__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/FG7SU6I/Rhodium_10MW_Sub_LLC__txsbke-24-90464__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/FCVG6SY/Rhodium_30MW_Sub_LLC__txsbke-24-90465__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/23HR6UI/Rhodium_Renewables_Sub_LLC__txsbke-24-90466__0001.0.pdf?mcid=tGE4TAMA
SAMSARA LUGGAGE: Posts $260,000 Net Loss in Fiscal Q2
-----------------------------------------------------
Samsara Luggage, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $260,000 on $929,000 of revenues for the three months ended June
30, 2024, compared to a net income of $49,000 on $101,000 of
revenues for the three months ended June 30, 2023.
For the six months ended, the Company reported a net loss of $1.25
million on $2.03 million of revenues, compared to a net loss of
$189,000 on $349,000 of revenues for the same period in 2023.
As of June 30, 2024, the Company had $13.74 million in total
assets, $5.44 million in total liabilities, and $8.3 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/tp7py2kp
About Samsara Luggage
New York, N.Y.-based Samsara Luggage, Inc. creates luggage
products. The Company offers cabin, travel, laptop, and mobile desk
bags of various types of materials.
Ahmedabad, India-based Pipara & Co LLP, the Company's auditor since
2024, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
SHAPIRO MANAGEMENT: Unsecureds Will Get 3.42% over 3 Years
----------------------------------------------------------
Shapiro Management Group, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of Florida a Plan of Reorganization
dated August 5, 2024.
The Debtor operates two wellness centers located in Coral Gables
and Miami.
The Debtor provides an array of health and cosmetic related
services, including hormone therapy, vitamin supplementation, laser
hair removal, facial treatments and weight loss and nutrition
programs. The Debtor currently employs approximately 15 full-time
employees while operating their businesses in the normal course.
Unfortunately, the business did not generate the anticipated
revenue based on historical figures, leading the Debtor to default
with SouthState and the Debtor obtained a deferment and
subsequently a hardship accommodation on its SBA loan, whereby
reducing its monthly obligation and remaining current on the SBA
loan and the seller financing.
However, the Debtor was in default on the SouthState loan, and the
Principals of the Debtor sold an asset and made an estimated
payment of $95,000.00 from the net proceeds of the sale, towards
the arrears on the SouthState loan. This payment was insufficient
to bring the loan current and SouthState filed a foreclosure action
against the Debtor. At the time of the filing of this case, the
Debtor was substantially current with all of its creditors except
for the SouthState loan.
The Debtor's financial projections show that the Debtor will have
projected disposable income (after payment of all amounts under
this Plan, as well as all operating expenses) of $129,455.56. The
final Plan payment is expected to be paid in the third quarter of
2029.
Creditors will receive payment from the Debtor from the cash flow
of the Debtor's operations for a period of 3 years.
Class 6 consists of all allowed general unsecured and undersecured
claims. The Class 6 General Unsecured Creditors shall share pro
rata in total distribution in the amount of $129,455.56. Unsecured
creditors will be receiving a distribution of approximately 3.42%
of their allowed claim(s), which is an amount in excess of what
claimants would receive in a hypothetical Chapter 7 proceeding, in
which case such claimants would receive 0.00%. This Class is
impaired.
Class 7 consists of the following: Gennadiy Shapiro, Anna Shapiro,
Maya Shapiro, and Kira Shapiro (together "Equity Security
Holders"). Equity Security Holders shall retain their prepetition
interests.
The means necessary for the implementation of this Plan include the
Debtor's cash flow from operations for a period of 3 years. The
Debtor's financial projections show that the Debtor will have
sufficient cash over the life of the Plan to make the required Plan
payments and operate its business. The estimated cash on hand as of
the First Payment Date of this Plan is $5,000.
A full-text copy of the Plan of Reorganization dated August 5, 2024
is available at https://urlcurt.com/u?l=l3qIoO from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Rachamin Cohen, Esq.
COHEN LEGAL SERVICES, PA
12 SE 7th Street, Suite 805
Fort Lauderdale, FL 33301
Tel: (305) 570-2326
E-mail: Rocky@CohenLegalServicesFL.com
About Shapiro Management Group
Shapiro Management operates in the healthcare industry.
Shapiro Management Group, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 24-14473) on May 7, 2024, listing $1 million to $10
million in both assets and liabilities. The petition was signed by
Gennadiy Shapiro as president.
Judge Robert A. Mark presides over the case.
Rachamin "Rocky" Cohen, Esq. at COHEN LEGAL SERVICES, PA, is the
Debtor's counsel.
SOUTHERN SHAVINGS: Continued Operations to Fund Plan
----------------------------------------------------
Southern Shavings Inc., filed with the U.S. Bankruptcy Court for
the Middle District of Georgia a Plan of Reorganization dated
August 5, 2024.
The Debtor began operations in 2017. It purchased land in Hart
County, Georgia, and acquired equipment for the production of wood
shavings. Debtor's principal customers are poultry farms.
In its first two years of operation Debtor exceeded its projections
and had annual sales of $1.9 million. However, when the Covid
Pandemic arrived in March 2020 it severely affected Debtor's
business. As the USDA reported, there was a substantial decrease in
poultry slaughter caused by COIVD-19, which directly led to a
decrease in birds placed behind the farmgate.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 4 consists of Unsecured Claims.
* Confirmation under Section 1191(a). Holders of Allowed Class
4 Claims shall receive aggregate distributions in an amount equal
to 100% of the Allowed Class 5 Claim which shall be paid without
interest on the first business day that is 90 days following the
Effective Date.
* Confirmation under Section 1191(b). If the Plan is confirmed
under section 1191(b) of the Bankruptcy Code, Debtor shall pay all
of its projected disposable income in the 3-year period beginning
on the Effective Date. Debtor does not project that it will have
any disposable income as the funding of the Plan relies on the
receipt of funding from a third party. Debtor anticipates and
projects that such disposable income will be less than the proposed
distributions above should be the Plan be confirmed by consent
under section 1191(a) of the Bankruptcy Code. Thus, Debtor urges
its Creditors to vote in favor of the Plan.
Class 5 consists of all creditors holding Allowed Unsecured Claims
equal to or less than $500.00 and all creditors who hold Allowed
Unsecured Claims that exceed $500.00 and who elect voluntarily to
reduce their Claims to $500.00, waive and release any remaining
Claims against the Estate, and participate in Class 5. In the event
Class 5 votes to reject the Plan, Class 5 will be eliminated and
holders of Claims that would otherwise be included in Class 5 will
be treated as holders of Class 5 Claims.
On the Effective Date or as soon thereafter as is reasonably
practicable, and after the payment of Distributions to the holders
of Allowed Claims in Classes 1 through 3 (and inclusion in the
Reserve of an appropriate amount for Disputed Claims in said
Classes), the Reorganized Debtor shall make a one-time Distribution
to each holder of an Allowed Class 5 Claim in an amount equal to
50% of such holder's Allowed Claim in Class 5 in full and final
satisfaction of such Allowed Claim. To the extent that any Class 5
Claim is allowed after the Effective Date, it will be paid 50% of
the Allowed Claim in Cash within 5 business days after the Claim is
allowed or as soon thereafter as is reasonably practicable. Class 5
is Impaired by the Plan.
Class 6 consists of Equity Interests. Holders of Equity Interests
shall retain their Equity Interests in the Debtor following
Confirmation of the Plan. Class 6 is Unimpaired by the Plan.
Accordingly, Holders of Class 7 Equity Interests are not entitled
to vote to accept or reject the Plan.
The source of funds for the payments pursuant to the Plan is the
operations of the Debtor.
After the Confirmation Date, Debtor is authorized to sell or
refinance its assets, specifically including its real property,
free and clear of liens, claims and encumbrances as set forth
herein (the "Sale Procedures"). In the event the applicable assets
are subject to secured claims, Debtor is authorized to sell or
refinance such property free and clear of liens, claims and
encumbrances on the following terms:
* If selling or refinancing the entire property, Debtor may
sell or refinance such property for any amount (a release amount)
that is at least equal the outstanding amount of Allowed Secured
Claims secured by such property; and
* If selling or refinancing a portion of the property, such as
a lot or portion of Debtor's real property, Debtor may sell or
refinance such property for any amount (a release amount) that is
at least equal to the outstanding amount of Allowed Secured Claims
securing such property multiplied by the ratio of the acreage of
real property being sold divided by the total real property subject
to the Allowed Secured Claim.
A full-text copy of the Plan of Reorganization dated August 5, 2024
is available at https://urlcurt.com/u?l=2h8ckY from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Charles N. Kelley, Jr., Esq.
KELLEY & CLEMENTS LLP
PO Box 2758
Gainesville, GA 30503
Phone: (770) 531-0007
Email: ckelley@kelleyclements.com
About Southern Shavings
Southern Shavings Inc. in Royston GA, filed its voluntary petition
for Chapter 11 protection (Bankr. M.D. Ga. Case No. 24-50663) on
May 7, 2024, listing $1 million to $10 million in assets and $1
million to $10 million in liabilities. Lina Alewine as secretary,
signed the petition.
Judge Austin E. Carter oversees the case.
KELLEY & CLEMENTS LLP serves as the Debtor's legal counsel.
STEWARD HEALTH: Akerman LLP Represents Multiple Creditors
---------------------------------------------------------
The law firm of Akerman 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 Steward Health Care System LLC and
affiliates, the firm represents ProLink Healthcare LLC, UKG, Inc
a/k/a Kronos Incorporated, Principals Property Tax Advisors LLC,
and American Zurich Insurance Company (collectively "Creditors").
Akerman represents only the Creditors, and does not represent or
purport to represent any entity other than the Creditors in
connection with these Chapter 11 Cases.
The Creditors' address and the nature and amount of disclosable
economic interests held in relation to the Debtors are:
1. American Zurich Insurance Company
Defense of personal injury claims asserted against certain
Debtors
* Unliquidated unsecured and contingent claim amounts resulting
from indemnity provisions in
connection with certain leases and insurance policies.
2. Kronos Incorporate, a UKG Company/UKG Kronos Systems LLC
Unpaid obligations owed under certain workforce management
contracts/Breach of contract
* $569,868.83/$3,254,280.00
3. Principals Property Tax Advisors
Property tax adivising services
* $533,962.39 (aggregate claim amount)
4. ProLink Healthcare LLC
Healthcare staffing services
* $33,706,345.67 (aggregate claim amount)
The law firm can be reached at:
AKERMAN LLP
David W. Parham, Esq.
Laura M. Tavera, Esq.
2001 Ross Avenue, Suite 3600
Dallas, TX 75201
Telephone: (214) 720-4300
Facsimile: (214) 981-9339
Email: david.parham@akerman.com
Laura.taveras@akerman.com
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' cases.
STEWARD HEALTH: Hearing on Hospital Sales Set for Sept. 4
---------------------------------------------------------
Bankruptcy Court in Houston announced that it will hold a hearing
to Approve Sale of 5 Hospitals on September 4 at 11 a.m. (EST)
(originally scheduled for Aug. 27th)
The hearing scheduled before Judge Christopher Lopez originally is
to review and approve asset purchase agreements negotiated between
Steward Healthcare, their lender and the Commonwealth, which
include the purchase of Good Samaritan Medical Center in Brockton
by Boston Medical Center, Holy Family Hospitals in Haverhill and
Methuen by Lawrence General Hospital, Morton Hospital in Taunton
and Saint Anne's Hospital in Fall River by Lifespan (located in
Providence RI). The state also announced last week that it was
taking St. Elizabeth's Medical Center by eminent domain, with a
plan to transition the facility to Boston Medical Center.
Link to listen to hearing: https://www.gotomeet.me/JudgeLopez;
Phone is 832-917-1510 ; 590153.
About MNA
Founded in 1903, the Massachusetts Nurses Association is the
largest union of registered nurses in the Commonwealth of
Massachusetts. Its 25,000 members advance the nursing profession by
fostering high standards of nursing practice, promoting the
economic and general welfare of nurses in the workplace, projecting
a positive and realistic view of nursing, and by lobbying the
Legislature and regulatory agencies on health care issues affecting
nurses and the public.
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' cases.
STEWARD HEALTH: Lifespan and Lawrence General to Acquire Hospitals
------------------------------------------------------------------
Steward Health Care, the country's largest physician-led,
minority-owned, integrated health care system, on August 29,
announced that it has entered into definitive agreements to sell
certain Massachusetts-based hospitals. Under the terms of the asset
purchase agreements, Lifespan will purchase Morton Hospital and
Saint Anne's Hospital and Lawrence General Hospital will purchase
Holy Family Hospital - Methuen and Holy Family Hospital -
Haverhill. Additionally, the parties are finalizing an agreement to
sell Steward's Good Samaritan Medical Center and St. Elizabeth's
Medical Center operations to Boston Medical Center. The
transactions, which are subject to customary closing conditions,
including Bankruptcy Court and regulatory approvals, will result in
strong patient and physician outcomes for the Commonwealth of
Massachusetts.
"As Steward continues to progress through the ongoing Chapter 11
proceedings, we are thrilled to have identified such qualified
acquirers for hospitals in the Commonwealth that are critical to
the health of underserved populations," said John Castellano,
Steward's Chief Restructuring Officer. "In Lifespan, Lawrence
General Hospital and Boston Medical Center, we have found partners
with established track records of treating communities in the
northeast United States. Through these transactions, the people of
the Commonwealth will continue to receive critically needed care
while Steward continues to focus on its ongoing Chapter 11
process."
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' cases.
STEWARD HEALTH: Rapp & Krock Advises Personal Injury Claimants
--------------------------------------------------------------
The law firm of Rapp & Krock, PC 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 personal injury claimants.
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.
Upon information and belief formed after due inquiry, neither Rapp
& Krock, PC 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. Kaitlyn Rose Thompson
Joshua Poulsen
Harris Personal Injury Lawyers, Inc.
702 Ash Street, Suite 10
San Diego, CA 92101
(619) 864-7101
josh@harrispersonalinjury.com
* Unliquidated unsecured claims for professional medical
negligence and general liability
against Debtor Steward Health Care System, LLC; Kaitlyn Rose
Thompson, an Individual v. Steward
Health Care System, LLC, a Business Entity Doing Business in the
State of Utah; and Does 1
Through 10 Inclusive; Case No. 230909677 (3rd Judicial District
Court of Salt Lake County,
Utah).
2. Annette Finster
Joshua Poulsen
Harris Personal Injury Lawyers, Inc.
702 Ash Street, Suite 10
San Diego, CA 92101
(619) 864-7101
josh@harrispersonalinjury.com
* Unliquidated unsecured claims for professional medical
negligence and general liability
against Debtor Steward Health Care System, LLC; Annette Finster
v. CommonSpirit Health dba Holy
Cross Hospital-Davis, a Business Entity Doing Business in the
State of Utah; and Does 1 Through
10 Inclusive; Case No. 240700028 (2nd Judicial District Court of
Davis County, Utah).
3. Juanita Roybal, individually and as personal representative of
the Estate of Nathan Roybal
Ron J. Kramer
Jenny Hoppie
Kramer Law Group
8132 South Redwood Road
West Jordan, Utah 84088
(801) 601-1229
ron@ronkramerlaw.com
jenny@ronkramerlaw.com
* Unliquidated unsecured claims for professional medical
negligence and general liability
against Debtors Steward Healthcare System, LLC and Steward
Healthcare Network, Inc. Juanita
Roybal, Jack Albert Roybal, individually and as personal
representatives of the Estate of
Nathan Roybal v. Jordan Valley Medical Center, LP et. al.; Case
No. 220906067 (3rd Judicial
District Court of Salt Lake County, Utah).
4. Jack Albert Roybal, individually and as personal representative
of the Estate of Nathan Roybal
Ron J. Kramer
Jenny Hoppie
Kramer Law Group
8132 South Redwood Road
West Jordan, Utah 84088
(801) 601-1229
ron@ronkramerlaw.com
jenny@ronkramerlaw.com
* Unliquidated unsecured claims for professional medical
negligence and general liability
against Debtors Steward Healthcare System, LLC and Steward
Healthcare Network, Inc. Juanita
Roybal, Jack Albert Roybal, individually and as personal
representatives of the Estate of
Nathan Roybal v. Jordan Valley Medical Center, LP et. al.; Case
No. 220906067 (3rd Judicial
District Court of Salt Lake County, Utah).
The law firm can be reached at:
Kenneth M. Krock, Esq.
Bradley K. Jones, Esq.
RAPP & KROCK, PC
1980 Post Oak Blvd, Suite 1200
Houston, Texas 77056
(713) 759-9977 telephone
(713) 759-9967 facsimile
Email: kkrock@rappandkrock.com
bkjones@rappandkrock.com
About Steward Health Care
Steward Health Care System, LLC, owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' cases.
STEWARD HEALTH: Reaches Deal With MPT for Hospital Transfers
------------------------------------------------------------
Steward Health Care, the country's largest physician-led,
minority-owned, integrated health care system, announced today it
has reached an agreement in principle with its landlord, Medical
Properties Trust, Inc. , supported by the "FILO" secured lenders
under its funded debt and the official committee of unsecured
creditors.
Following Bankruptcy Court approval, the agreement allows for the
transfer of hospitals that are governed by MPT's master lease to
new interim operators and the funding of ongoing operational costs
by MPT. Additionally, Steward and MPT have agreed to the mutual
release of all claims on secured lease obligations between them,
including the release of billions of dollars of claims held by MPT
against Steward. Upon transferring Steward's interests in these
hospitals, MPT will become fully responsible for all related
operational expenses, and Steward will be well positioned to
advance towards effectively and efficiently administering the
balance of their chapter 11 cases and providing recoveries to
creditors. Additionally, the global agreement provides for
Steward's retention of proceeds from the sale of its "Space Coast"
hospitals located in Florida to pay lenders and creditors.
Steward is seeking approval from the court on the settlement
agreement as soon as possible with a possible hearing on September
10, 2024.
This settlement achieves a major milestone in Steward's chapter 11
efforts and, together with the binding agreements reached for the
transition of six Steward hospitals in Massachusetts, supports
continuity of patient care by establishing a path for keeping the
majority of Steward hospitals open, provides stability for its
valued workforce by retaining nearly 30,000 jobs and a potential
recovery for general unsecured creditors, avoiding contentious and
costly litigation.
"This is a crucial and positive development today in our ongoing
effort to transition Steward hospitals to new operators, pay
Steward's debts, and support our patients, employees, and the
communities we have had the privilege of serving for many years,"
said Dr. Ralph de la Torre, Chief Executive Officer of Steward
Health Care. "After exhaustive, round-the-clock efforts by all
parties, we are extremely pleased that this potential agreement
creates a path that we hope will enable all remaining Steward
hospitals to stay open and allows our dedicated staff of providers
and others to devote their full attention to patient care."
The agreement marks a pivotal point in the chapter 11 process and
pending approval from the Bankruptcy Court, Steward, with the
oversight of the Transformation Committee, will engage with key
stakeholders in connection with formulating the terms of a
confirmable chapter 11 plan.
About Steward Health Care
Steward Health Care System, LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' cases.
SVB FINANCIAL: Court Narrows Claims in Lawsuit vs FDIC
------------------------------------------------------
Judge Beth Labson Freeman of the United States Bankruptcy Court for
the Northern District of California granted in part and denied in
part the Federal Deposit Insurance Corporation's motion to dismiss
Silicon Valley Bank Financial Group's complaint.
On March 10, 2023, Silicon Valley Bank failed and was placed into
receivership, with the FDIC appointed as receiver.
On March 12, 2023, Secretary of the Treasury Janet Yellen invoked
the Systemic Risk Exception, which suspended the requirement that
the FDIC resolve the failed bank in the least costly manner.
According to SVB Financial, in invoking the Systemic Risk
Exception, Secretary Yellen and the FDIC made statements assuring
that all depositors and all deposits would be protected.
On March 16, 2023, SVB Financial, the parent company of SVB and a
depositor with over $2.1 billion in deposits when the bank failed,
lost access to over $1.9 billion in its deposit accounts.
SVB Financial brought several legal actions against the FDIC,
seeking payment of or access to its remaining account funds. In
this suit filed Dec. 19, 2023, SVB Financial seeks recovery from
the FDIC in its corporate capacity ("FDIC-C"). SVB Financial brings
eight claims for relief:
(I) declaratory judgment pursuant to 28 U.S.C. Sec. 2201;
(II) turnover of account funds pursuant to 11 U.S.C. Sec. 542;
(III) violation of the automatic stay under 11 U.S.C. Sec.
362(a);
(IV) violation of SVBFG's Fifth Amendment due process rights;
(V) review of "the FDIC-C's policy of exercising discretion to
determine not to pay or provide access to uninsured deposits" under
the Administrative Procedure Act;
(VI) review of the FDIC-C's Sec. 1821 (f) decision under the APA;
(VII) estoppel; and
(VIII) failure to produce records under the Freedom of Information
Act.
On March 5, 2024, SVB Financial filed another lawsuit against the
FDIC, this time in its capacity as receiver for SVB ("FDIC-R1"),
and the FDIC, in its capacity as receiver for SVBB ("FDIC-R2").
On March 21, 2024, the Court granted a motion to relate the case
against the FDIC-R1 and the FDIC-R2 with this case.
Before the Court now is the FDIC-C's motion to dismiss SVB
Financial's Complaint. SVB Financial opposes the motion. The FDIC-C
filed a reply. The Court held a hearing on the motion on July 11,
2024, which continued on July 16, 2024. The Court also requested,
and the parties provided, supplemental briefing on the scope of the
Treasury Secretary's authority under the Systemic Risk Exception
and whether and to what extent the FDIC-C may use the Deposit
Insurance Fund for non-insurance purposes.
The FDIC-C first argues that all of SVB Financial's claims, except
for Count VI for APA review of the FDIC-C's decision under Sec.
1821(f) and Count VIII for violations of FOIA, are preempted by the
comprehensive remedial scheme in Sec. 1821(f). The FDIC-C argues in
the alternative that SVB Financial fails to state a claim for all
non-FOIA claims other than Count VI. Finally, the FDIC-C argues
that the Court lacks jurisdiction over SVB Financial's FOIA claim.
The FDIC-C raises four arguments why SVB Financial fails to state a
plausible turnover claim:
(1) the FDIC-C disputes the obligation and turnover proceedings
cannot involve a disputed obligation;
(2) the FDIC-C does not possess SVB Financial's account funds
and any deposit liability remains with FDIC-R1;
(3) the FDIC-C does not owe an enforceable obligation because
its actions under the Systemic Risk Exception are discretionary;
and
(4) to the extent that FDIC-C owes an enforceable obligation, it
fulfilled its obligation.
The FDIC-C first argues SVB Financial's "Account Funds" are not
actual funds but are deposit liabilities owed by SVB to SVB
Financial. The FDIC-C also argues it does not possess and never
possessed the deposit liabilities and that those deposit
liabilities remain solely with FDIC-R1.
The Court notes that at no point does the Complaint allege that the
deposit liabilities were transferred to the FDIC-C or that the
FDIC-C ever exercised control over them. The Complaint's only
allegations that might suggest that the FDIC-C has possession,
custody, or control of SVB Financial's deposit liabilities are that
"[u]pon information and belief, the actions of the FDIC-R1 were
undertaken with the knowledge of employees of the FDIC-C and could
not have been undertaken without their acquiescence" and that the
FDIC-C permitted the denial of SVB Financial's Account Funds. These
conclusory allegations are not adequate to state a claim because
SVBFG points to no well-pled facts that would support them, and the
Court finds that it cannot reasonably infer that these allegations
are true based on the facts before it.
In addition, these allegations conflict with SVB Financial's
allegations that the FDIC-R1 directed SVBB to place a hold on SVB
Financial's accounts and to assign those accounts to the FDIC-R1.
In light of SVB Financial's failure to adequately allege that the
FDIC-C has possession, custody, or control of the deposit
liabilities, the Court dismisses Count II for failure to state a
claim.
The parties' arguments with respect to whether the FDIC-C satisfied
its obligations ultimately turn on whether SVB Financial has
adequately alleged that the FDIC-C, as opposed to the FDIC-R1, was
responsible for SVB Financial's injury. The Court finds SVB
Financial has not adequately alleged that the FDIC-C was
responsible for its loss of access to its account funds and
dismisses Count II on this basis.
The FDIC-C's motion to dismiss SVB Financial's turnover claim is
granted. At the continued hearing on the motion to dismiss, SVB
Financial identified further facts that it could allege to show
that FDIC-C is an entity that owes a debt that is property of the
estate. In light of this representation, the Court finds that
amendment is not futile, and Count II is dismissed with leave to
amend.
The FDIC-C argues that the refusal to pay SVB Financial's deposit
liabilities does not constitute a violation of the automatic stay
and that the FDIC-C never assumed the deposit liabilities. SVB
Financial argues it has alleged that the FDIC-C violated the
automatic stay provision because the FDIC-C cut off SVB Financial's
access to the account funds and removed them from SVBB and claimed
that SVB Financial was subject to the claims process under Sec.
1821(f) to recover its funds.
According to the Court, the fact that SVB Financial's claim is for
deposit liabilities rather than actual funds does not mean that SVB
Financial's deposit liabilities are not property of the estate.
However, SVB Financial's automatic stay claim is not plausible for
two reasons:
1. SVB Financial fails to adequately allege that the FDIC-C,
as opposed to the FDIC-R1, retains possession of the deposit
liabilities.
2. Even if SVB Financial could adequately allege that the
FDIC-C had possession of the deposit liabilities, SVB Financial
fails to adequately allege that any of the FDIC-C's actions
violated the automatic stay provision. To the extent SVB Financial
argues that the FDIC-C violated the automatic stay by cutting off
access to its funds at SVBB, this action occurred before SVB
Financial filed for bankruptcy and thus before the automatic stay
came into effect. Moreover, SVB Financial has failed to allege any
facts that would show that the act of cutting off SVB Financial's
access to funds at SVBB was an administrative action against the
debtor that "continu[ed]" such that it would violate the automatic
stay provision at Sec. 362(a)(1). As such, SVB Financial's claim
for violation of the automatic stay relies on the FDIC-C's alleged
retention of the deposit liabilities and thus is an act to
"exercise control over property of the estate."
Accordingly, the FDIC-C's motion to dismiss SVB Financial's
automatic stay claim is granted. Because SVB Financial's automatic
stay claim relies on the FDIC-C's retention of property, the Court
finds that amendment to the complaint would be futile. Accordingly,
Count III is dismissed with leave to amend.
The FDIC-C's motion to dismiss SVB Financial's due process claim is
granted because SVB Financial fails to allege that the FDIC-C was
the government entity that deprived SVB Financial of its property
interest. The Court finds that amendment may not be futile, and
Count IV is dismissed with leave to amend.
The FDIC-C's motion to dismiss SVB Financial's standalone APA claim
is granted. The Court says there is a possibility, albeit a remote
one, that SVB Financial could amend to save its claim. Any
amendment must identify a final agency action separate from the
denial of the Sec. 1821(f) claim. Count V is dismissed with leave
to amend.
The FDIC-C's motion to dismiss SVB Financial's promissory estoppel
claim is denied.
The FDIC-C's motion to dismiss SVB Financial's claim for
declaratory judgment is granted to the extent it seeks dismissal of
the request for prejudgment interest and denied in all other
respects. SVB Financial's request for prejudgment interest is
dismissed without leave to amend.
The FDIC-C moved to dismiss SVB Financial's FOIA claim, arguing
that the Court lacked jurisdiction because the FOIA request at
issue was made by Robert Sacks and did not indicate that it was
made on behalf of SVB Financial. SVB Financial voluntarily withdrew
its FOIA claim. Accordingly, the Court grants the FDIC-C's motion
to dismiss the FOIA claim (Count VIII) without leave to amend.
A copy of the Court's decision dated August 8, 2024, is available
at https://urlcurt.com/u?l=Wu5vun
About SVB Financial Group
SVB Financial Group (Pink Sheets: SIVBQ) is a financial services
company focusing on the innovation economy, offering financial
products and services to clients across the United States and in
key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.
LLC as investment banker; and Berkeley Research Group, LLC as
financial advisor.
TEAM HEALTH: Moody's Ups CFR to Caa3 & Cuts Secured Term Loan to Ca
-------------------------------------------------------------------
Moody's Ratings upgraded Team Health Holdings, Inc.'s Corporate
Family Rating to Caa3 from Ca and Probability of Default Rating to
Caa3-PD/LD (/LD appended) from Ca-PD. Moody's also downgraded the
instrument rating of the senior secured term loan B to Ca from
Caa3. The outlook is stable.
The upgrade of Team Health's CFR and PDR reflects reduced
refinancing risk as a result of successful refinancing in July 2024
of senior unsecured notes due 2025, equity injection by private
equity sponsor, and gradual improvement in the company's liquidity
and operating performance in recent quarters.
The downgrade of the senior secured term loan B rating from Caa3 to
Ca reflects the limited and inferior quality of collateral support
compared to that for other tranches of debt (i.e. unrated
revolver/1st lien notes/2nd lien notes). Moody's note that in the
event of bankruptcy, the senior secured term loan B will rank pari
passu with the unrated revolver, first lien notes and ahead of the
second lien notes. However, the collateral pool that will support
the payback of senior secured term loan B lenders will exclude the
company's accounts receivables and the assets of HCFS restricted
subsidiary (unrated). Moody's believe that accounts receivables and
the assets of HCFS restricted subsidiary represent majority of the
company's current enterprise value in the event of liquidation.
Moody's also note that the company equitized approximately $70
million in sponsor PIK loan as a part of the refinancing
transaction. Moody's consider this transaction to be a distressed
exchange and a limited default. Consequently, Moody's have appended
a limited default ("/LD") designation to the Caa3-PD PDR. The /LD
designation appended to the PDR will be removed in three business
days.
RATINGS RATIONALE
Team Health's Caa3 CFR reflects very high financial leverage,
increased pressure on earnings and free cash flow due to rising
debt service costs, and a challenging operating environment. Team
Health has experienced a less-than-full recovery of business
volumes post-COVID; however, it has made some progress in recent
quarters. The company continues to be in dispute with some
commercial insurers. Moody's expect that Team Health will operate
with financial leverage in the 8x-9x range in the next 12-18
months.
Team Health's liquidity is adequate. Moody's expect that the
company will generate modestly positive free cash flow in the next
12 months. Moody's anticipate that the company had approximately
$91 million in cash following the July 2024 refinancing. The
company needs to pay approximately 1% of its outstanding term loan
every year, which is $16 million annually. Team Health also needs
to allocate resources to reduce the balance on the senior secured
term loan B below $500 million (currently around $1.4 billion) to
prevent maturities of the revolver, first lien notes and second
lien notes from springing forward. If the company is unable to
reduce the balance on its senior secured term loan B below $500
million 91 days ahead of its March 2, 2027 term loan B maturity
date, the maturities of the revolver (unrated), first lien notes
(unrated) and second lien notes (unrated) will spring forward to
early-December 2026.
The stable outlook reflects Moody's view that the default
probability continues to remain high and is appropriately captured
in the updated ratings.
Team Health Holdings, Inc.'s CIS-5 score indicates that the
company's credit profile is weaker than it would have been if ESG
exposures did not exist, and the negative impact is more pronounced
than for issuers scored CIS-4. Team Health Holdings, Inc.'s G-5
governance score reflects its aggressive financial strategy. The
company faces substantial refinancing risk in late-2026 as a result
of spring-forward provisions in some of its debt maturities. The
company also has a concentrated decision-making structure under
private equity ownership. Team Health Holdings, Inc.'s S-4 score
represents the company's is exposed to a scarcity of qualified
human capital as it relies heavily on specialized labor, which
often requires extensive licensing. The company could face
liabilities related to patient care if it becomes a target of
medical malpractice litigations and/or if it ends up violating
industry regulations. The company is also exposed to changes in
reimbursement rates by its payors, which include government payors,
as well as a push towards reducing overall healthcare costs.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company's liquidity
deteriorates or if its free cash flow remains negative. Ratings
could also be downgraded if the company's probability of default
increases for any reason.
The ratings could be upgraded if Team Health improves its operating
performance and liquidity and reduces its probability of default.
Team Health Holdings, Inc., headquartered in Knoxville, TN, is a
provider of physician staffing and administrative services to
hospitals and other healthcare providers in the US The company is
affiliated with more than 14,000 healthcare professionals who
provide emergency medicine, hospital medicine, anesthesia, urgent
care, pediatric staffing and management services. The company also
provides a full range of healthcare management services to military
treatment facilities. Team Health Holdings, Inc. is owned by
private equity investor Blackstone Inc. and its revenue for the 12
months ended on June 30, 2024 was approximately $5.6 billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TECHNIMARK HOLDINGS: Moody's Affirms 'B3' CFR, Outlook Stable
-------------------------------------------------------------
Moody's Ratings affirmed Technimark Holdings LLC's corporate family
rating at B3 and probability of default rating at B3-PD. At the
same time, Moody's also affirmed the B2 ratings on the senior
secured first lien bank credit facilities, including the revolving
credit facility and term loan. The outlook is maintained at
stable.
The affirmation of Technimark's ratings reflects Moody's
expectation that the company will reduce leverage through earnings
growth, supported by recently launched and new awarded programs.
Moody's expectation of ongoing growth capital investment into the
business to support organic growth is also incorporated into the
ratings affirmation.
RATINGS RATIONALE
Technimark's B3 CFR reflects its high leverage, customer
concentration, and limited free cash flow. Leverage has remained
high since the LBO by Oak Hill Capital in 2021, recently
exacerbated by de-stocking in healthcare end markets. Technimark's
customer base is concentrated, and this concentration is mostly
comprised of a blue-chip customer base, which signals that its
customers have better bargaining power in negotiations. The credit
profile is further constrained by the company's limited free cash
flow generation as growth of the business is somewhat dependent on
ongoing capital investment.
Offsetting these challenges are Technimark's large proportion of
revenues exposed to more stable end markets such as
consumer-packaged goods and healthcare. Moody's expect resilience
in consumer packaged goods and growth in healthcare end markets
despite decelerating macroeconomic conditions, which should support
topline growth for Technimark. The rating is further supported by
the company's long-term relationships with its customers, which
allows it to win new business within the existing customer base.
Moody's expect Technimark to maintain adequate liquidity over the
next 12 to 18 months supported by about $32 million of cash on the
balance sheet and full availability on the $75 million revolving
credit facility as of June 29, 2024. Technimark generates
sufficient cash flow to cover fixed charges including maintenance
capital investment, cash interest, cash taxes, and debt
amortization, but growth capital investment may result in quarters
with negative cash flow generation. Moody's do not expect
Technimark to trigger or violate the springing covenant on the
revolving credit facility.
The stable outlook reflects the expectation of solid end market
dynamics and new awards, which support earnings and free cash flow
generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider an upgrade to the ratings with debt/EBITDA
below 6.0x, free cash flow (FCF)/debt of over 3.0%, and
EBITDA/interest expense over 3.0x. Improving liquidity would also
support an upgrade.
Moody's could consider a downgrade to the ratings if Technimark
fails to improve credit metrics or engages in material, debt-funded
acquisitions or dividend distributions. Specifically, the ratings
could be downgraded with debt/EBITDA above 7.0x, negative FCF/debt,
or EBITDA/interest below 2.0x.
Headquartered in Asheboro, North Carolina, Technimark Holdings LLC
is a manufacturer of injection-molded components for the consumer
packaging, healthcare and select consumer durable and non-durable
end markets. Technimark has been a portfolio holding of Oak Hill
Capital Partners since June 2021. The company generated over $800
million of revenue for the last twelve months ended June 29, 2024.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
TELLURIAN INC: Files Corrected Amended Certificate of Incorporation
-------------------------------------------------------------------
Tellurian Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on August 15, 2024, the
Company filed a corrected amended and restated certificate of
incorporation of the Company with the Delaware Secretary of State
in order to attach a copy of the Certificate of Designations of
Series C Convertible Preferred Stock of the Company.
Prior to the correction, the Certificate of Designations was
incorporated by reference in the Company's Certificate of
Incorporation but was not attached.
A full-text copy of the Corrected A&R Certificate of Incorporation
is available at:
https://tinyurl.com/4d79kmd9
About Tellurian
Tellurian Inc., a Delaware corporation, is a Houston-based company
that is developing and plans to own and operate a portfolio of LNG
marketing and infrastructure assets that includes an LNG terminal
facility and related pipelines. The Company also owns upstream
natural gas assets. As of Dec. 31, 2023, the Company's upstream
natural gas assets consist of 30,034 net acres and interests in 161
producing wells located in the Haynesville Shale trend of northern
Louisiana. Its business may be developed in phases.
Houston, Texas-based Deloitte & Touche LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated Feb. 23, 2024, citing that the Company has incurred recurring
losses from operations and has yet to establish an ongoing source
of revenues that is sufficient to cover its future operating costs
and obligations as they become due for the twelve months following
the date these consolidated financial statements are issued, which
raises substantial doubt about its ability to continue as a going
concern.
Tellurian reported a net loss of $166.18 million for the year ended
Dec. 31, 2023, compared to a net loss of $49.81 million for the
year ended Dec. 31, 2022. As of June 30, 2024, Tellurian had
$939.66 million in total assets, $384.88 million in total
liabilities, and $554.77 million in total stockholders' equity.
TOKYO SMOKE: Initiates Restructuring, Closes 29 Stores Under CCAA
-----------------------------------------------------------------
Tokyo Smoke, an award-winning cannabis retailer, announced on Aug.
28, 2024, that it has commenced a restructuring of its business and
has obtained an Initial Order under the Companies' Creditors
Arrangement Act from the Ontario Superior Court of Justice.
The Company has secured financing to continue operating in the
normal course while it restructures its business, which includes
adjusting its total retail footprint through the closing of 29
locations, with continued operation of approximately 167 locations
across Ontario, Manitoba, Saskatchewan and Newfoundland and
Labrador. This encompasses the Company's various retail programs
and its medical cannabis business. Retail locations unaffected by
the restructuring will continue to operate in the normal course
with no disruption or change to the Company's online business or to
The High Roller Club loyalty program.
Following a thorough review of all available options and
alternatives, Tokyo Smoke commenced the restructuring to align its
operations with current market and regulatory conditions, which
have significantly changed since the initial licensing regimes in
the provinces where Tokyo Smoke operates were introduced. The
Company will pursue an exit from CCAA protection as a stronger
business, better positioned to continue providing premium products
to its customers over the long-term, while continuing to provide
jobs to its more than 500 dedicated employees across Canada.
Reconstruct LLP is acting as legal advisors to Tokyo Smoke and
Alvarez & Marsal Canada Inc. is acting as the CCAA Monitor.
Additional information regarding the CCAA proceedings will be made
available on the Monitor's website at
alvarezandmarsal.com/TokyoSmoke.
About Tokyo Smoke
Tokyo Smoke is an award-winning cannabis retailer committed to
bringing Canadians the highest quality, regulated products online
and across 61 convenient retail locations. Tokyo Smoke educates and
empowers customers to make well-informed decisions about safe,
high-quality cannabis products -- curating unique offerings and
product assortments that reflect Canadians' interests,
neighbourhood by neighbourhood. The group operates approximately
167 locations in total across Ontario, Manitoba, Saskatchewan and
Newfoundland and Labrador through its various retail programs.
TREE LANE: Plan Exclusivity Period Extended to Nov. 11
------------------------------------------------------
Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California extended Tree Lane LLC's exclusive periods
to file a plan of reorganization and obtain acceptance thereof to
November 11, 2024 and January 10, 2025, respectively.
As shared by Troubled Company Reporter, the Debtor's primary asset
is a residential real property development project located at 2451
Summitridge Drive, Beverly Hills, California 90210 consisting of 2
fee parcels and 2 easement parcels of land totaling approximately
4.02 acres ("Property").
The Debtor filed this Chapter 11 on April 25, 2024, and the Debtor
has been working diligently to move it forward. This is the
Debtor's first request for an extension of the exclusivity period.
Since the Petition, the Debtor has worked diligently toward
reorganization and to reach a settlement with its largest creditor,
Skylark.
The Debtor claims that it is not seeking an extension to pressure
creditors to accede to its reorganization proposals. Rather, the
additional time requested is necessary to ensure that the Debtor is
able to present a comprehensive and feasible plan of
reorganization. The Debtor is moving forward as quickly as possible
to put forth its plan of reorganization and has demonstrated a
willingness to work with creditors and interested parties to reach
a consensual plan of reorganization.
Tree Lane LLC is represented by:
Robyn B. Sokol, Esq.
Sandford L. Frey, Esq.
Leech Tishman Fuscaldo & Lampl, Inc.
1100 Glendon Avenue, 15th Floor
Los Angeles, CA 90024
Tel: (626) 796-4000
About Tree Lane LLC
Tree Lane LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 24-13201) on April 25, 2024. The Debtor tapped Leech
Tishman Fuscaldo & Lampl, Inc. as counsel. Traverse, LLC as chief
restructuring officer.
TRULEUM INC: Delays Q2 10-Q Filing Over Financial Info Issues
-------------------------------------------------------------
Truleum, Inc. disclosed via Form 12b-25 filed with the U.S.
Securities and Exchange Commission that it is unable to file its
quarterly report on Form 10-Q for the period ended June 30, 2024
within the prescribed time period due to its difficulty in
completing and obtaining required financial and other information
without unreasonable effort and expense.
About Truleum
Truleum, Inc. -- www.truleum.com -- is an energy company focused on
the exploration, development, and production of oil and natural gas
reserves. The company aims to leverage advanced technologies to
optimize extraction processes and maximize resource efficiency.
The Company has minimal cash or other current assets and does not
have an established ongoing source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations, according to the
Company's Quarterly Report for the period ended March 31, 2024.
As of March 31, 2024, Truleum had $1,950,635 in total assets,
$4,974,422 in total liabilities, and $3,023,787 in total
stockholders' deficit.
UNIVERSITY OF THE ARTS: Fitch Cuts IDR to D & Then Withdraws Rating
-------------------------------------------------------------------
Fitch Ratings has downgraded approximately $46 million outstanding
par (FYE 2023) of Philadelphia Authority for Industrial
Development, PA series 2017 bonds issued on behalf of University of
the Arts (UArts) to 'D' from 'C'/Rating Watch Negative. The Rating
Watch Negative has been removed.
Fitch has also downgraded UArts' Long-Term Issuer Default Rating
(IDR) to 'D' from 'C'/Rating Watch Negative. The Rating Watch
Negative has been removed.
Following the downgrades, Fitch has withdrawn UArts' IDR and bond
rating.
Entity/Debt Rating Prior
----------- ------ -----
The University of
the Arts (PA) LT IDR D Downgrade C
LT IDR WD Withdrawn D
The University of
the Arts (PA)
/General Revenues/1 LT LT D Downgrade C
The University of
the Arts (PA)
/General Revenues/1 LT LT WD Withdrawn D
The ratings have been withdrawn following the downgrades as UARts
has defaulted. Accordingly, Fitch will no longer provide ratings or
analytical coverage for UArts.
SECURITY
The series 2017 bonds are secured by a pledge of UArts'
unrestricted revenues and a cash-funded debt service reserve sized
to half of maximum annual debt service. The series 2017 bonds are
also secured by mortgages on three university properties in
Philadelphia, PA appraised in 2017 at $36 million.
Unrestricted university revenues and the series 2017 mortgages are
pledged on a parity basis to a bank that provided a $6 million line
of credit to UArts. $2 million had been drawn on the line of credit
as of June 30, 2023.
KEY RATING DRIVERS
The downgrades of UArts' IDR and bond rating to 'D' is a result of
UArts' failure to pay obligations under the Loan Agreement
following the June 21, 2024 notice of events of default,
acceleration, and payment demand made by bondholder trustee to the
university.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
This is no longer applicable as the ratings have been withdrawn.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
This is no longer applicable as the ratings have been withdrawn.
CREDIT PROFILE
The University of the Arts (UArts) was a private, co-educational
university established in 1876 that offered undergraduate and
graduate programs in design, art, film, dance, theater and music.
The university occupied several buildings within a five-block
radius centered in the historic arts district of downtown
Philadelphia, PA. UArts' student body of 1,165 was over 90%
undergraduate as of fall 2023, when UArts maintained approximately
600-beds of university-owned housing.
On May 29, 2024, UArts notified their accreditor, Middle States
Commission on Higher Education (MSCHE) of their intention to
imminently close. On May 31, 2024, MSCHE revoked UArts'
institution-wide accreditation effective June 1, 2024. UArts' board
confirmed on June 2, 2024 of the university's closure as of June 7,
2024. UArts' President since August 2023 resigned effective June 4,
2024.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
VACO INTERMEDIATE: Moody's Alters Outlook on 'B3' CFR to Negative
-----------------------------------------------------------------
Moody's Ratings changed the outlook for Vaco Intermediate Holdings
LLC ("Vaco") and Vaco Holdings, LLC to negative from stable. At the
same time, Moody's affirmed the Vaco Intermediate Holdings LLC's B3
corporate family rating and B3-PD probability of default rating.
Moody's also affirmed the B3 rating on the company's backed senior
secured bank credit facility held at Vaco Holdings, LLC. Vaco is a
US-based provider of staffing consulting solutions.
The revision of the outlook to negative reflects Moody's
expectation that the company's credit metrics will remain weak, at
least through 2025, as demand for hiring and consulting services in
the finance, accounting, and IT sectors remain soft. Moody's expect
that the company's debt to EBITDA leverage will be sustained above
Moody's previously indicated downgrade trigger of 7.5x through
2025. Revenue and earnings growth is not expected until after 2024
at the earliest, which could pressure ratings should declines in
revenue and earnings persist into 2025. Nonetheless, liquidity
remains adequate, supported by $46.9 million of cash on hand at
June 30, 2024 and access to a $40 million revolving credit
facility, which provides time for the company to improve operating
performance over the next 12 to 18 months.
RATINGS RATIONALE
Vaco's B3 CFR reflects the company's very high debt to EBITDA of 9x
driven by declining revenue and EBITDA for the twelve months ended
June 30, 2024. Total EBITDA has declined by 11.8% since 2023 from
broad revenue declines across the company's three segments
comprised of consulting, strategic staffing, and permanent
placement services. Additionally, total debt increased after the
company issued $40 million of incremental debt during the second
quarter of 2024 to add cash to the balance sheet for general
corporate purposes. Moody's expect debt to EBITDA will modestly
improve in 2025 to the mid-8x range. Moody's consider the company's
recurring cash dividend as a form of compensation for managing
partners and senior leaders and thus an expense. Profitability is
low for the rating, but similar to other staffing and consulting
companies. Moody's expect it will remain near current levels with
EBITDA margins between 8% and 9%. Profitability would likely
improve during periods of stronger permanent placement revenue
growth relative to other services.
The company operates in the cyclical and highly competitive
staffing and consulting industry that has faced broad based
declines in demand since 2023. Additionally, increasing automation
and changes in employment models that present new opportunities and
challenges that heightens execution risk. Downturns in the industry
are somewhat mitigated from short-term favorable working capital
dynamics as companies generate cash from receivables when revenue
falls, but the benefit is temporary and sustained declines in
revenue will pressure liquidity. While unlikely in the near term
given the negative outlook, Moody's expect an aggressive financial
policy under concentrated ownership that could include the use of
debt to fund acquisitions or shareholder returns.
The ratings are supported by Vaco's position as an established
player in the staffing and consulting industry that Moody's expect
will benefit from long-term secular trends towards outsourcing
across end markets. The company has modest revenue and earnings
diversity with a strategic staffing, permanent placement, and
consulting segments that provide white collar professionals with
skillsets within the IT, finance and accounting, and operations and
HR space across broad end markets. The company benefits from low
capital expenditures requirements and a flexible cost structure
that is tied to billable hours. Vaco's margin profile is supported
by a consulting segment that benefits from cross selling and
utilization of skilled professionals from its staffing segment. The
company has modest customer concentration, and salespeople
generally operate at a local level with clients to enhance
relationships and support client retention.
An adequate liquidity profile is supported by $46.9 million of cash
on hand as of June 30, 2024 and an undrawn $40 million senior
secured revolving credit facility expiring 2027. Moody's expect
free cash flow around negative $7 million in 2024, improving toward
break even in 2025 from lower benchmark interest rates and modest
earnings growth. The company's senior secured term loan has $7.65
million of annual mandatory debt repayment and Moody's expect that
company will use cash from the balance sheet to fund the payments
with total cash declining to the low $30 million range by the end
of 2025. The first lien revolver includes a first lien net leverage
springing covenant set at 6.9x when the drawn amount exceeds 35% of
availability. If tested, it would have been 4.72x at June 30, 2024.
Moody's expect the company will remain well in compliance.
The negative outlook reflects Moody's expectation for revenue and
earnings declines over the next 12 months with debt to EBITDA
sustained around 8x, EBITA margins remaining at current levels over
the next 12 months. Moody's also expect break even free cash flow
and EBITA to interest expense around 1.0x in 2025. The outlook
could be changed to stable from negative if the company's
demonstrates revenue and earnings growth, and Moody's expect
leverage will return to below 7.5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded through sustained revenue and
earnings growth along with conservative financial policies
supportive of debt to EBITDA remaining below 6x and expectations of
free cash flow-to-debt sustained above 3%.
The ratings could be downgraded should revenue decline more than
Moody's anticipate, if Moody's expect debt leverage will be
sustained above 7.5x, or should liquidity deteriorate further
including sustained negative free cash flow.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Vaco Intermediate Holdings LLC, controlled by Olympus Partners
since 2017 and based in Brentwood, Tennessee, encompasses a unique
family of brands that provides end-to-end enterprise solutions.
Vaco, the talent solutions brand and largest of the portfolio
companies, specializes in executive, temporary, full-time and
project and consulting professionals specializing in IT and
digital, finance and accounting, and HR and operations. The company
operates out of over 50 offices across the United States and has an
expanding global footprint with onshore, nearshore and offshore
capabilities. The company reported revenue of $1.07 billion for the
twelve months ended June 30, 2024.
VERITAS FARMS: Needs Additional Time to Review Q2 10-Q Filing
-------------------------------------------------------------
Veritas Farms, Inc. disclosed via Form 12b-25 filed with the U.S.
Securities and Exchange Commission that it has determined that it
is unable to file its Quarterly Report on Form 10-Q for the period
ended June 30, 2024 within the prescribed time period.
The Company is unable to file its Q2 2024 Quarterly Report within
the prescribed time period without unreasonable effort or expense
as the Registrant needs additional time to provide information to
its independent registered public accounting firm necessary to
complete the review of the financial statements for the period
ended June 30, 2024. Despite working diligently to timely file its
Q2 2024 Quarterly Report, the Company will be unable to complete
all work necessary to timely file its Q2 2024 Quarterly Report.
About Veritas
Fort Lauderdale, Florida-based Veritas Farms, Inc. --
https://www.TheVeritasFarms.com/ -- is a vertically-integrated
agribusiness focused on growing, producing, marketing, and
distributing whole plant, full spectrum hemp oils and extracts
containing naturally occurring phytocannabinoids. Veritas Farms
owns and operates a 140-acre farm in Pueblo, Colorado, capable of
producing over 200,000 proprietary full spectrum hemp plants which
can potentially yield a minimum annual harvest of 250,000 to
300,000 pounds of outdoor-grown industrial hemp.
Hackensack, NJ-based Prager Metis CPAs LLC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 17, 2023, citing that the Company has sustained
substantial losses from operations since its inception. As of and
for the year ended Dec. 31, 2022, the Company had an accumulated
deficit of $39,474,622, and a net loss of $5,543,908. These
factors, among others, raise substantial doubt about the ability of
the Company to continue as a going concern within a year from the
date the financial statements are issued. Continuation as a going
concern is dependent on the ability to raise additional capital and
financing, though there is no assurance of success.
The Company has not filed its Annual Report on Form 10-K for the
period ended Dec. 31, 2023, and its Quarterly Report on Form 10-Q
for the period ended March 31, 2024.
VICTORY CLEAN: Signs $100MM Hydrogen Tech Deal With Proton Power
----------------------------------------------------------------
Victory Clean Energy Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company and
Proton Power, Inc. signed agreements on August 20, 2024, and agreed
to consider the terms effective as of the 7th day of April 2024.
The agreements identified as a Hydrogen Technology Purchase
Agreement and Intellectual Property License Agreement for Hydrogen
Production Technology provide that the Company will acquire
royalty-free, exclusive, and assignable right and license, for the
Perpetual Term, to produce, distribute, sell, and offer for sale
hydrogen, hydrogen rich syngas, and byproducts of the process for
producing the hydrogen (including biochar) from biomass using
Proton's Hydrogen Production Technology.
The production of diesel compatible fuels from biomass and the
production of graphene from biomass are not included in the
agreements.
The Company also aquired the right to receive 50% of Seller's
graphene revenues, if the Company introduces a customer to Proton
and uses Company supplied biochar to process the customer's
graphene order. If Proton uses the Company's biochar to process the
graphene order of a customer not introduced, Proton will pay the
Company 50% of the gross revenue paid by the customer.
The Company must pay to Proton a cash purchase price of
$100,000,000 within five years from the effective date of the
agreement.
Weekly payments equal to $86,000.00 must be made commencing on the
effective date until $25,000,000.00 of the purchase price has been
paid. The Company may reduce the weekly payments to no less than
$50,000.00 until November 15, 2024. The difference shall be paid no
later than December 15, 2024. Any remaining portion of the cash
purchase price must be made on or before the end of the five-year
payment term.
During the 5-year payment term an interim license is provided with
the same rights as the perpetual license that vests when the full
purchase price is paid.
About Victory Clean
Austin, Texas-based Victory Clean Energy, Inc. is a Green Hydrogen
energy company dedicated to developing and implementing clean,
sustainable low-cost energy solutions with applications across
various industries, including transportation, power generation, and
industrial processes.
For the years ended December 31, 2023, and 2022, the Company
reported net losses of $538,703 and 321,484, respectively. As of
December 31, 2023, the Company has $1,638,085 in total assets,
$5,725,408 in total liabilities, and $4,087,323 in total
stockholders' deficit.
Tampa, Fla.-based Accell Audit & Compliance, P.A., the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated May 15, 2024, citing that the Company has incurred net
losses and negative cash flow from operations since inception.
These factors and the need for additional financing in order for
the Company to meet its business plans raise substantial doubt
about the Company's ability to continue as a going concern.
WALNUT SYCAMORE: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S. poultry producer
Walnut Sycamore Holdings LLC (doing business as Wayne Sanderson
Farms or WSF) to positive from negative and affirmed all ratings on
the company, including the 'BB-' issuer credit rating.
The positive outlook reflects the potential for a higher rating if
the company can sustain its improved operating performance beyond
fiscal 2025 and demonstrate it can maintain a debt-to-EBITDA ratio
near or below 2.5x during typical industry conditions and below
3.5x during industry downcycles.
The positive outlook reflects the much better, and
sooner-than-expected, operating turnaround after an unprecedented
industry down cycle. WSF began to face challenging operating
conditions starting in the second half of fiscal 2023, when EBITDA
turned negative because of weak commodity prices, excess supplies,
and high feed costs. These difficult operating conditions continued
in the first half of fiscal 2024 (ended March 31), which resulted
in S&P Global Ratings-adjusted leverage peaking in the double
digits. The operating environment has improved significantly over
the past few quarters due to easing grain costs and improving
commodity chicken prices, which have been supported by healthy
demand and tightening industry supply. Profit growth has
accelerated as conditions have sequentially improved--the
company’s S&P Global Ratings-adjusted margins exceeded 24% in the
first quarter of fiscal 2025, up from 11.5% in the fourth quarter
of fiscal 2024, and much higher than our prior expectations. As a
result, S&P Global Ratings-adjusted leverage improved to about 2x
for the trailing 12 month period ended June 29, 2024. S&P said,
"Though we expect margins to moderate from currently unsustainably
high levels, we expect they will remain robust, exceeding 15% for
fiscal 2025, supported by lower feed costs, stronger commodity
chicken pricing, and productivity initiatives. As a result, we
forecast leverage will decline to less than 2x in fiscal 2025. We
expect EBITDA margins will return closer to 10% in fiscal 2026, as
chicken prices eventually moderate, resulting in leverage sustained
in the mid-2x area over the long term."
Current industry conditions for U.S. meat processors will likely
benefit poultry producers like WSF. The outlook for poultry
producers is currently favorable and companies like WSF will likely
benefit from increased chicken consumption and higher pricing. This
is supported by an ongoing consumer shift away from higher priced
beef as cattle supplies remain at historical lows and cattle costs
rise. Furthermore, restaurants and retailers are leveraging chicken
promotions more to drive foot traffic in response to the rising
beef costs. S&P said, "We expect promotional activity at
restaurants and retailers will continue to keep demand for chicken
healthy and support higher prices. Separately, we expect industry
supply constraints will also support higher prices over the next
several quarters. We expect industry inventory levels will be
tighter, with industry production being flat to modestly down,
because of egg hatch and livability challenges. Egg hatch rates at
around 78% are about 3%-5% below historical averages and broiler
mortality rates are also above historical norms. We believe the
weaker hatch and mortality rates are at least partly attributable
to breeder genetics, which can take multiple years to address.
Consequently, we expect industry supply will remain tight over the
next year. While these challenges could limit WSF’s ability to
drive stronger volume growth, we expect it will benefit more from
higher prices in the near term."
Industry volatility remains a key risk, but the company should be
able to prudently manage cash flows and dividends to restore
leverage to its target following industry downturns. S&P said, "The
company continues to target a low-2x leverage ratio, which could
support a more favorable financial risk profile. However, we factor
ratio volatility when assessing our projected ratios based on the
industry's history of significant EBITDA and cash flow volatility.
During the recent market downcycle, annual EBITDA declined by well
over 50%, including quarterly EBITDA that was temporarily negative.
We believe the magnitude of volatility was higher than historical
levels because of extraordinary conditions from COVID-related
supply chain constraints that boosted margins for all protein
processors, followed by a period of excess protein supplies that
contributed to a downcycle for all three major proteins at the same
time. While we do not expect future cycles will be as severe, we
view WSF as more exposed to industry volatility than most of its
peers because it is still exclusively focused on poultry in the
U.S. and indexed toward fresh and whole bird offerings, which tend
to experience wider price fluctuations than prepared chicken
offerings. We believe earnings deterioration in future downcycles
could cause WSF's debt to EBITDA to weaken above 3x temporarily.
Therefore, we consider the company's debt leverage profile to be
higher risk than otherwise suggested by our base-case projections.
We assume the company will continue to distribute about 40% of its
prior year's free operating cash flow (FOCF), after considering tax
distributions.
"The positive outlook reflects our expectations that the company
will operate with debt to EBITDA near or below its 2x target if it
sustains its recently improved operating performance beyond fiscal
2025."
S&P could revise the outlook to stable if debt to EBITDA exceeds 3x
on a sustained basis. This could occur if:
-- EBITDA margin falls closer to or below 5% possibly from higher
feed costs and a depressed chicken price cycle due to excess
industry production; or
-- The company changes its financial policy, such that it no
longer targets a low-2x debt-to-EBITDA ratio and instead pursues
large debt financed shareholder returns or mergers and
acquisitions.
S&P could raise the ratings if:
-- The company maintains its existing low-2x debt-to-EBITDA
leverage target; and
-- It continues to demonstrate its ability and willingness to
sustain debt to EBITDA near or below 2.5x in currently favorable
conditions; and
-- S&P believes leverage would not be at risk of returning above
3.5x during a weaker industry downturn.
WEST NOTTINGHAM ACADEMY: Entitled to $146,000 Refund from Bank
--------------------------------------------------------------
Judge Michelle M. Harner of the United States Bankruptcy Court for
the District of Maryland granted the request of West Nottingham
Academy in Cecil County for refund of excess adequate protection
payments.
The Debtor asserts that certain funds paid to First National Bank
as adequate protection during the pendency of this subchapter V
case should be refunded to the Debtor. FNB filed an objection to
the Motion.
The primary issue presented by the Motion is whether the Court can
and should direct FNB to return the sum of $146,585.17 to the
Debtor. The Debtor made the Adequate Protection Payments to FNB
under a series of Court orders addressing the Debtor's postpetition
use of cash collateral.
At the time of the entry of the Cash Collateral Orders, the parties
were in the process of ascertaining the value of FNB's collateral.
The value of a secured creditor's collateral as of the bankruptcy
petition date is a key factor in any adequate protection analysis
under sections 361 and 363 of the Bankruptcy Code. Given the
Debtor's immediate need to use cash collateral, and not wanting to
prejudice any party's rights pending a valuation of the collateral,
the Court, by the Cash Collateral Orders, authorized the Debtor to
use cash collateral under section 363, provided that those funds
were used to make monthly adequate protection payments to FNB.
The parties ultimately reached a resolution on the valuation of
FNB's collateral, which the Court approved by orders entered on
October 10, 2023. The resulting value of $10,300,000 supported the
Court's determination that the claims of both FNB and the United
States of America, acting through the United States Department of
Agriculture, were fully secured.
Shortly after the resolution, the Debtor filed its proposed plan of
reorganization and its first amended version of that plan. All of
the major parties in the case supported the Plan, and the Court
confirmed the Plan on a consensual basis under section 1191(a) on
January 30, 2024. The Effective Date of the Plan occurred on March
1, 2024.
The Debtor's prepetition obligations to FNB consist of a promissory
note in the original principal amount of $5,000,000 and a line of
credit in the original principal amount of $1,000,000. The Term
Loan appears to be secured by a first priority Deed of Trust,
Assignment and Security Agreement dated January 4, 2011, and
recorded among the land records of Cecil County, Maryland, at Liber
2960, Folio 119.
The Line of Credit appears to be secured by a second priority lien
on the Real Property. On January 23, 2022, FNB also filed a UCC-1
Financing Statement with the Maryland State Department of
Assessments and Taxation, asserting a first-priority lien on and
against, substantially all personal property of the Debtor.
In addition, FNB's prepetition collateral included a deposit
account that was funded by the Debtor and that held approximately
$162,000 as of the petition date. The funds distributed from the
Reserve Account under the Cash Collateral Orders are the focus of
the Motion. Both the Debtor and FNB agree that the Adequate
Protection Payments were made from the Reserve Account and in
accordance with the Cash Collateral Orders. They also agree that
approximately $14,000 remains in the Reserve Account. They do not
agree, however, on the treatment of the Adequate Protection
Payments given the confirmation of the Plan and the related
valuation of FNB's collateral.
The Cash Collateral Orders and the Plan clearly reserved the
parties' respective rights concerning valuation and the Adequate
Protection Payments; this reservation of rights specifically
included the Debtor's ability to request a refund of the Adequate
Protection Payments.
The facts before the Court show that the Debtor had authority to
use the funds in the Reserve Account to satisfy contingent adequate
protection obligations to FNB. The Debtor's use of those funds
under the Cash Collateral Orders was governed by sections 361 and
363 and subject to the Court's valuation determination. After the
Court's July 7, 2023 ruling on adequate protection, no party
objected or requested relief.
FNB argues that, despite the parties' consent to the use of the
reserve funds outside the terms of the prepetition loan documents,
the funds remain subject to the restrictions set forth in those
documents. FNB thus asserts that the reserve funds may be used only
to pay the loans and only with the concurrence of FNB and USDA.
FNB's position treats the Reserve Account like an escrow agreement,
which may in certain circumstances remove the escrowed funds from
the estate.
Based on the record created by the parties, the Court finds that
the loan agreement at most required the Debtor to establish a
deposit account for purposes of granting a security interest
therein to FNB, which in turn provided further collateral for the
Debtor's obligations to FNB. On the petition date, the funds in the
Reserve Account became property of the Debtor's bankruptcy estate
and cash collateral under sections 541 and 363 of the Code,
respectively.
The Debtor was entitled under the Code to use the Reserve Account
during its bankruptcy case, subject to the provision of adequate
protection to the creditors asserting an interest in those funds.
As an initial matter, the Court directed those funds to be used
solely to pay the senior lien holder, FNB. That directed use was
warranted under the circumstances, pending the valuation of the
Property. With the valuation of the Property now complete, the
Debtor is asking for a refund of that cash collateral.
The Court finds merit to the Debtor's position for at least two
reasons. First, FNB is significantly oversecured, and the amounts
withdrawn from the Reserve Account were protected by a large equity
cushion in the Property. Second, as the Debtor argues, the parties
had ample opportunity to contest the use of the Reserve Account
both in the context of the Cash Collateral Orders and the
Confirmation Order, and did not. The Debtor's use of the Reserve
Account to make the Adequate Protection Payments is akin to a
debtor using a creditor's cash collateral for operational purposes
during the pendency of the case and is permitted by both the
Bankruptcy Code and the Court's prior orders.
Considering all the relevant facts, the Courts finds that the
amount of FNB's equity cushion in the Property is sufficient
adequate protection under sections 361 and 363. As such, no
Adequate Protection Payments were required by the Code during the
preconfirmation period in this case. In addition, the Court notes
that FNB is now further protected by the Confirmation Order and the
terms of the Plan, which it negotiated and supported.
Judge Harner says, "The Debtor was authorized to use cash
collateral, subject to the requirements of the Code and the Court's
orders. The Debtor did exactly that in this matter, and the
parties' rights with respect to the Debtor's use of cash collateral
are governed by prior orders in this case. All affected parties had
notice and an opportunity to object to, or appeal, the Court's Cash
Collateral Orders and the Confirmation Order. Those orders are now
final and binding upon the parties. Under the terms of the Cash
Collateral Orders, the Plan, and the Confirmation Order, the Debtor
was entitled to seek a determination of the value of the Property
and a refund of any excess Adequate Protection Payments. The Debtor
has established its right to a refund of $146,585.17 from FNB,
which funds must be used to pay the Debtor's obligations set out in
the Plan."
A copy of the Court's decision dated August 9, 2024, is available
at https://urlcurt.com/u?l=MpmqX9
About The West Nottingham Academy in Cecil County
The West Nottingham Academy in Cecil County is a college
preparatory boarding and day school for grades 9-12 and
postgraduates. West Nottingham Academy offers a wide variety of
athletic programs, competitive and non-competitive clubs, visual,
and performing arts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-13830) on May 31, 2023.
In the petition signed by Jim Shone, trustee, the Debtor disclosed
$2,212,793 in assets and $7,238,821 in liabilities.
Judge Michelle M. Harner oversees the case.
Matthew Abbott, Esq., at Wolff and Orenstein LLC, is the Debtor's
legal counsel.
WINDTREE THERAPEUTICS: Registers 27.67MM Shares for Possible Resale
-------------------------------------------------------------------
Windtree Therapeutics, Inc. filed a prospectus on Form S-3 with the
U.S. Securities and Exchange Commission relating to the offer and
resale by the selling stockholders -- Keystone Capital Partners,
LLC; Cavalry Investment Fund LP; Mercer Street Global Opportunity
Fund, LLC; Armistice Capital, LLC; Sabby Volatility Warrant Master
Fund, Ltd.; Paul Mann; Seven Knots, LLC; Five Narrow Lane LP;
Bigger Capital Fund, LP; District 2 Capital Fund LP; Robert Welner;
Mastiff Group, LLC; First Fire Global Opportunities Fund LLC;
Cavalry Fund I, LP; Kingsbrook Opportunities Master Fund LP; WVP
Emerging Manager Onshore Fund LLC; Boothbay Absolute Return
Strategies, LP; Jim Fallon; Boothbay Diversified Alpha Master Fund
LP; Craig Fraser; Steven Simonson; Ladenburg Thalmann & Co. Inc.;
Kingswood Capital Partners, LLC; and Lewis Silberman -- of up to an
aggregate of 27,668,106 shares of the Company's common stock, par
value $0.001 per share, or the common stock, issuable upon (i) the
conversion of shares, referred to as the Preferred Shares, of its
Series C convertible preferred stock, par value $0.001 per share,
or the Series C Preferred Stock, and (ii) the exercise of certain
warrants, or the Warrants.
The Preferred Shares and Warrants were acquired by the applicable
selling stockholders under the Securities Purchase Agreement dated
July 18, 2024, or the Tranche I Purchase Agreement, by and among us
and the investors party thereto, or the Tranche I Investors, and
under the Securities Purchase Agreement dated July 26, 2024, or the
Tranche II Purchase Agreement, and together with the Tranche I
Purchase Agreement, the Purchase Agreements, by and among the
Company and the investor party thereto, or the Tranche II Investor,
and together with the Tranche I Investors, the Investors.
The sale of the Preferred Shares and Warrants was not registered
under the Securities Act of 1933, as amended, or the Securities
Act, in reliance upon the exemption from the registration
requirements in Section 4(a)(2) of the Securities Act and
Regulation D promulgated thereunder.
Windtree Therapeutics is registering the resale of the shares of
common stock covered by this prospectus as required by (i) the
Registration Rights Agreement, dated July 22, 2024, by and among
the Company and the Tranche I Investors, or the Tranche I
Registration Rights Agreement, and (ii) the Registration Rights
Agreement, dated July 29, 2024, by and among us and the Tranche II
Investors, or the Tranche II Registration Rights Agreement, and,
together with the Tranche I Registration Rights Agreement, the
Registration Rights Agreements, as applicable. The selling
stockholders will receive all of the proceeds from any sales of the
shares of common stock offered hereby. The Company will not receive
any of the proceeds from the sale by the selling stockholders of
the shares of common stock, although it will receive the exercise
price of any Warrants not exercised by the selling stockholders on
a cashless exercise basis.
Sales of the shares of common stock by the selling stockholders may
occur in one or more transactions at fixed prices, at market prices
prevailing at the time of sale, at prices related to prevailing
market prices, at negotiated prices and/or at varying prices
determined at the time of sale. The selling stockholders may sell
the shares of common stock directly or to or through underwriters,
broker-dealers or agents, who may receive compensation in the form
of discounts, concessions or commissions from the selling
stockholders, the purchasers of the shares, or both.
The selling stockholders may sell any, all or none of the
securities offered by this prospectus and it does not know when or
in what amount the selling stockholders may sell their shares of
common stock hereunder following the effective date of the
registration statement of which this prospectus forms a part. The
registration of the shares on behalf of the selling stockholders,
however, does not necessarily mean that any of the selling
stockholders will offer or sell their shares of common stock under
this registration statement or at any time in the near future. The
Company cannot predict when, or in what amounts, the selling
stockholders may sell any of the shares of common stock.
Windtree Therapeutics is paying the cost of registering the shares
of common stock covered by this prospectus as well as various
related expenses. The selling stockholders are responsible for all
selling commissions, transfer taxes and other costs related to the
offer and sale of their shares of common stock.
The Company's common stock is traded on the Nasdaq Capital Market,
or Nasdaq, under the symbol "WINT". The last reported sale price of
its common stock on Nasdaq on August 20, 2024 was $11.22 per
share.
A full-text copy of the prospectus is available at:
https://tinyurl.com/bd8vu28k
About Windtree Therapeutics
Headquartered in Warrington, Pennsylvania, Windtree Therapeutics,
Inc. -- https://windtreetx.com/ -- is a biotechnology company
focused on advancing early and late-stage innovative therapies for
critical conditions and diseases. Windtree's portfolio of product
candidates includes istaroxime, a Phase 2 candidate with SERCA2a
activating properties for acute heart failure and associated
cardiogenic shock, preclinical SERCA2a activators for heart
failure, and preclinical precision aPKCi inhibitors that are being
developed for potential in rare and broad oncology applications.
Windtree also has a licensing business model with partnership
out-licenses currently in place.
Philadelphia, Pennsylvania-based EisnerAmper LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the Company has suffered
recurring losses from operations and expects to incur losses for
the foreseeable future, which raises substantial doubt about its
ability to continue as a going concern.
As of March 31, 2024, Windtree Therapeutics had $30.10 million in
total assets, $14.68 million in total liabilities, and $15.42
million in total stockholders' equity.
WINNEBAGO INDUSTRIES: Moody's Affirms 'Ba3' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Ratings affirmed Winnebago Industries, Inc.'s Ba3 corporate
family rating and Ba3-PD probability of default rating.
Concurrently, Moody's affirmed the Ba3 rating on the company's
senior secured notes. The company's speculative grade liquidity
rating ("SGL") is unchanged at SGL-1. The outlook is stable.
"The ratings affirmation reflects Winnebago's well-positioned
credit metrics and the company's moderate financial leverage.
Moody's believe Winnebago's strong credit metrics will allow the
company to absorb the on-going demand headwinds and resultant
earnings pressures in the recreational vehicle (RV) industry," said
Eoin Roche, Moody's Ratings Senior Vice President.
RATINGS RATIONALE
The Ba3 CFR reflects the highly cyclical nature of the RV and
motorboat industries coupled with a competitive operating
environment with limited barriers to entry. This is balanced
against Winnebago's strong brand name and well-established market
position. Moody's recognize Winnebago's strong track record of
execution, and Moody's expect the company to maintain robust
liquidity. Winnebago had debt-to-EBITDA of around 3.1 times as of
May 2024. Leverage has increased by approximately two full turns
over the last two years in the face of an industry-wide slowdown
and a pullback in consumer demand for RVs.
Over the last two years, a combination of a weak retail demand,
elevated RV dealer inventories, a surplus of prior year models on
dealer lots, and higher interest rates have weighed on RV wholesale
shipments. Moody's expect the RV industry to continue to face a
difficult operating environment over the balance of 2024 and into
the first half of 2025. That said, Moody's believe the downturn in
the RV industry is likely near a cyclical trough. Moody's expect
reduced dealer inventories, declining interest rates, and a slow
but gradual resumption of retail demand, to support sales and
earnings growth over the second half of 2025 and beyond.
The stable outlook reflects Moody's expectations that Winnebago's
strong credit metrics will allow the company to absorb on-going
earnings pressure.
The SGL-1 speculative grade liquidity rating denotes Moody's
expectation of strong liquidity. Cash as of May 2024 was $318
million. Moody's expect FCF-to-debt to be comfortably in excess of
10% in fiscal 2024 and expect FCF-to-debt of at least in the mid
single-digits during fiscal 2025. External liquidity is provided by
a $350 million asset backed revolver that expires in 2027. The ABL
contains a minimum fixed charge coverage ratio of 1.0x that is
effective if availability is less than the greater of 10% of the
revolving commitment or $35 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Winnebago maintains strong liquidity,
robust credit metrics and a conservative financial policy.
Expectations of a more favorable and stable operating environment
along with sustained RV demand at the retail level could also
result in upward rating pressure. Given Winnebago's vulnerability
to highly cyclical end-markets, Moody's expect the company to
maintain credit metrics that are stronger than levels typically
associated with similarly rated companies.
Ratings could be downgraded if free cash generation weakens
materially or it the company becomes reliant on its revolver.
Ratings could also be pressured if Moody's expect a further
weakening of retail demand that will lead to a sustained
deterioration of earnings.
Winnebago Industries, Inc., headquartered in Eden Prairie,
Minnesota, is a leading manufacturer of RVs used primarily in
leisure travel and outdoor recreational activities. Winnebago
manufactures a variety of motor homes, travel trailers and fifth
wheel trailers, as well as recreational powerboats. Revenue for the
twelve months ended May 2024 was about $3.0 billion.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
WYTEC INTL: Signs LOI for $65MM Merger With AIO Systems
-------------------------------------------------------
Wytec International, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on August 20,
2024, the Company issued a shareholder letter, announcing a letter
of intent with AIO Systems, a company headquartered in Haifa,
Israel.
In the letter, Wytec International, Inc. Chairman and CEO William
H. Gray emphasized, "For multiple weeks now, Wytec has been working
on a merger opportunity with a Company known as AIO Systems,
headquartered in Haifa, Israel. AIO has averaged over $20M a year
in top line revenues with net income of over $3M in the past three
consecutive years and estimated to exceed $5M in 2024. AIO
maintains and manages over 6500 cellular towers throughout the
world securing long term contracts with American Tower and Crown
Castle as well as multiple carriers. Due to their location in
Israel, they have had difficulty expanding their footprint in the
United States and believe that Wytec is their ideal expansion
partner. Robert Sanchez (Wytec's CTO) has now completed extensive
due diligence with AIO's properties, contracts, and assets.
"According to my review, AIO makes an ideal partner for Wytec in
supporting our gunshot detection and public safety agenda". We are
excited to inform our shareholders that a Letter of Intent (LOI)
has been jointly signed allowing us to move forward with a
Definitive Agreement designed to support Wytec's Nasdaq uplisting
objective."
"Obviously, this is a major "game changer" for Wytec as the merger
with AIO will rapidly expand Wytec's current business model
involving 5G services, remote learning, AI gunshot detection and
now (with AIO) electric grid management solutions throughout major
cities in the U.S. as well as the international market. The
acquisition price has been tentatively agreed at $65M, consisting
of Wytec stock and cash with the majority of the cash portion
coming from Wytec's GEM $100M SSF current contract. GEM has
approved this merger."
"As a result of this recent activity, Wytec is preparing a
worldwide IR/PR campaign to expand and support its $10.00 per share
initiative with at least 85K+ in trading volume. Over the next few
days, our attorneys, accountants and auditors will be consolidating
AIO and Wytec's audited financial statements in preparation of the
Nasdaq application. Once completed, it will be submitted to the
same Nasdaq people who approved us in the past. That said, Wytec
needs to rapidly expand its IR/PR marketing program and its cash
portion of the merger."
"We are at a juncture in Wytec's history that we have never been in
before and finally have the opportunity to return previous
shareholder investments. To ensure that we achieve this, we are
requesting our accredited shareholders to fund at least one unit
($25K) of the 9.5% Note Program and help us successfully close this
merger transaction. You will be receiving a call this week to
quickly make this happen and allow us to uplist to Nasdaq ASAP.
Thanks again for your patience and support."
About Wytec International
San Antonio, Texas-based Wytec International, Inc., a Nevada
corporation, is a designer and developer of patented small cell
technology, called the "LPN-16," and wide area networks designed to
support 5G network deployments across the United States.
For the year ended December 31, 2023, the Company reported a net
loss of $3,311,013, compared to a net loss of $2,081,655 for the
same period in 2022. As of December 31, 2023, the Company had
$1,221,268 in total assets, $2,097,393 in total liabilities, and
$876,125 in total stockholders' deficit.
Ridgeland, Miss.-based Horne LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March 8,
2024, citing that the Company has suffered recurring losses from
operations and its total liabilities exceed its total assets. This
raises substantial doubt about the Company's ability to continue as
a going concern.
XTI AEROSPACE: Faces $950K FINRA Claim From Chardan Capital
-----------------------------------------------------------
XTI Aerospace, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Chardan Capital
Markets LLC had filed a statement of claim with the Financial
Industry Regulatory Authority against the Company and XTI Aircraft
Company, the Company's wholly-owned subsidiary.
As disclosed in its Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2024, in June 2024, the Company received a
letter from counsel for Chardan seeking additional compensation
under that certain engagement letter, dated as of June 7, 2022, by
and between Chardan and XTI Aircraft, as amended, including a cash
payment of $200,000, and threatening to file an arbitration with
FINRA. The Company responded to the letter, disputing that it owes
any compensation to Chardan.
The statement of claim asserts causes of action for breach of
contract and unjust enrichment. Chardan is seeking approximately
$950,000 in cash payments that it claims it is owed under the
Engagement Letter plus an unspecified amount of additional fees
pursuant to certain alleged tail period and right of first refusal
provisions in the Engagement Letter. The Company and XTI Aircraft
believe that Chardan's claims are meritless and intend to
vigorously defend the action.
About XTI Aerospace
XTI Aerospace, Inc. -- https://xtiaerospace.com/ -- is the parent
company of XTI Aircraft Company -- https://xtiaerospace.com/ --
headquartered near Denver, Colorado. XTI Aerospace is developing
the TriFan 600, a vertical lift crossover airplane (VLCA) that
combines the vertical takeoff and landing (VTOL) capabilities of a
helicopter with the speed and range of a fixed-wing business
aircraft. The TriFan 600 is designed to reach speeds of 345 mph and
a range of 700 miles.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 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.
XTI Aerospace reported a net loss of $47.10 million for the year
ended Dec. 31, 2023, compared to a net loss of $66.30 million for
the year ended Dec. 31, 2022. As of June 30, 2024, the Company had
$34.04 million in total assets, $23.47 million in total
liabilities, and $10.57 million in total stockholders' equity.
ZACHRY HOLDINGS: J D Herberger Represents Dashiell Corp. & Ferguson
-------------------------------------------------------------------
The law firm of J D Herberger & Associates, PC filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 cases of Zachry
Holdings, Inc., and affiliates, the firm represents the following
creditors:
1. Dashiell Corporation
12301 Kurtland Drive, Suite 400
Houston, Texas 77034
2. Ferguson Enterprises, LLC
751 Lakefront Commons
Newport News, Virgina 23606
Each of these entities holds a claim against the Debtor for
materials, goods, labor, services, and/or related supplies
furnished to the Debtor.
J D Herberger & Associates, PC does not own a claim or interest in
the Debtor and/or the Debtor's estate. None of the claims of the
creditors have been assigned subsequent to the commencement of this
case, and none have been solicited for purchase by J D Herberger &
Associates, PC.
J D Herberger & Associates, PC does not believe that its concurrent
representation of the creditors creates a conflict between, or is
adverse to, the interests of any of these parties. Each creditor
has consented to the multiple representation by J D Herberger &
Associates, PC.
The law firm can be reached at:
J D HERBERGER & ASSOCIATES, PC
Sean M. Rooney, Esq.
Jacob D. Herberger, Esq.
11767 Katy Freeway, Suite 920
Houston, Texas 77079
Telephone: (281) 920-4700
Facsimile: (281) 920-4711
Email: sean@herbergerlaw.com
Email: jacob@herbergerlaw.com
About Zachry Holdings
Zachry Holdings, Inc., is the engineering, construction,
maintenance, turnaround and fabrication services offshoot of the
storied family-owned business that began as H.B. Zachry Company one
hundred years ago. The other offshoot, Zachry Construction, has
operated separately from Zachry Industrial since the two businesses
branched off from their common roots in 2008. The Zachry Group
provides engineering and construction services to clients in the
energy, chemicals, power, manufacturing, and industrial sectors
across North America.
None of the entities affiliated with Zachry Construction are
Debtors in the chapter 11 cases.
Zachry Holdings and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in
assets and liabilities.
James R. Old, general counsel, signed the petitions.
Judge Marvin Isgur presides over the case.
The Debtors tapped White & Case LLP as general bankruptcy counsel;
Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation
counsel; and Kurtzman Carson Consultants as notice & claims agent.
ZACHRY HOLDINGS: Okin Adams Represents Multiple Creditors
---------------------------------------------------------
The law firm of Okin Adams Bartlett Curry 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 Zachry
Holdings, Inc., and affiliates, the firm represents the following
parties in interest:
1. Acuren Inspection, Inc.;
2. Columbia Office Properties, LLC;
3. Clean-Co. Systems; and
4. Avis Lamotte, on behalf of herself and those similarly
situated.
Okin Adams Bartlett Curry LLP does not own a claim or interest in
the Debtors or the Debtors' estates. None of the claims have been
assigned subsequent to the commencement of this case, and none have
been solicited for purchase by Okin Adams Bartlett Curry LLP.
Okin Adams Bartlett Curry LLP does not believe that its
representation of the interests of the entities will create a
conflict between, or be adverse to, the interests of any of these
parties. Okin Adams Bartlett Curry LLP is not representing a
committee.
The Entities' nature and amount of disclosable economic interests
held in relation to the Debtors are:
1. Acuren Inspection, Inc.
14434 Medical
Complex Dr., Ste. 100
Tomball, TX 77377
* Unsecured Creditor (Vendor)
2. Columbia Office Properties, LLC
c/o Michel Brancheu
Higgins & Brancheau LLC
200 West Adams St, Ste. 2220
Chicago, IL 60606
* Contract Counterparty (Landlord)
3. Clean-Co. Systems
16302 Avenue C
Channelview, TX 77530
* Unsecured Creditor (Vendor)
4. Avis Lamotte, on behalf of herself and those similarly situated
c/o J. Gerard Stranch, IV
Stranch, Jennings & Garvey, PLLC
223 Rosa Parks Ave, Ste 200
Nashville, TN 37203
* WARN Act plaintiffs
The law firm can be reached at:
OKIN ADAMS BARTLETT CURRY LLP
Matthew S. Okin, Esq.
David L. Curry, Jr., Esq.
Kelley Killorin Edwards, Esq.
1113 Vine St., Suite 240
Houston, Texas 77002
Tel: 713.228.4100
Fax: 346.247.7158
Email: mokin@okinadams.com
Email: dcurry@okinadams.com
Email: kedwards@okinadams.com
About Zachry Holdings
Zachry Holdings, Inc., is the engineering, construction,
maintenance, turnaround and fabrication services offshoot of the
storied family-owned business that began as H.B. Zachry Company one
hundred years ago. The other offshoot, Zachry Construction, has
operated separately from Zachry Industrial since the two businesses
branched off from their common roots in 2008. The Zachry Group
provides engineering and construction services to clients in the
energy, chemicals, power, manufacturing, and industrial sectors
across North America.
None of the entities affiliated with Zachry Construction are
Debtors in the chapter 11 cases.
Zachry Holdings and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in
assets and liabilities.
James R. Old, general counsel, signed the petitions.
Judge Marvin Isgur presides over the case.
The Debtors tapped White & Case LLP as general bankruptcy counsel;
Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation
counsel; and Kurtzman Carson Consultants as notice & claims agent.
[*] Joe Zujkowski Joins Latham & Watkins as Restructuring Partner
-----------------------------------------------------------------
Latham & Watkins LLP is pleased to announce that Joe Zujkowski has
joined the firm's New York office as a partner in the Restructuring
& Special Situations Practice. Zujkowski represents debtors, ad hoc
creditor groups, and individual creditors in in-court and
out-of-court restructurings and in executing complicated financing
transactions.
"Joe is a talented practitioner with a stellar reputation in the
distressed world, and we are delighted to welcome him," said Marc
Jaffe, Office Managing Partner of Latham & Watkins' New York
office. "Clients in New York and globally will be well-served by
his experience advising on complex restructurings for major
companies and creditors across the capital structure."
Zujkowski brings comprehensive experience representing private
equity firms, hedge funds, private credit providers, and global
asset managers, as well as market-leading companies across
industries, including retail, energy, transportation, gaming,
healthcare, and real estate. He advises clients in structuring
transactions to avoid bankruptcy-related risks and also advises on
municipal and international financings and restructurings.
"Joe's significant experience delivering positive outcomes for
major companies and creditors and ad hoc creditor groups, further
propels our position as the go-to firm for both debtor and creditor
representations globally," said George Davis, Global Chair of
Latham's Restructuring & Special Situations Practice. "Joe's depth
of practice in the ever growing private credit market, in
particular, is highly synergistic with Latham's long history and
market-leading position in the space."
Zujkowski said: "I'm thrilled to join Latham's powerhouse
restructuring team, which has been at the vanguard of innovation at
finding solutions from both sides of the ledger. Latham's global
platform and collaborative culture make it the ideal firm to help
clients achieve their objectives. I look forward to contributing to
our clients' and the firm's ongoing success."
Zujkowski joins from Gibson, Dunn & Crutcher LLP. He received his
JD from Boston University School of Law and BA from Boston
College.
About Latham & Watkins (lw.com)
Latham & Watkins delivers innovative solutions to complex legal and
business challenges around the world. From a global platform, our
lawyers advise clients on market-shaping transactions, high-stakes
litigation and trials, and sophisticated regulatory matters. Latham
is one of the world's largest providers of pro bono services,
steadfastly supports initiatives designed to advance diversity
within the firm and the legal profession, and is committed to
exploring and promoting environmental sustainability.
[^] BOND PRICING: For the Week from August 26 to 30, 2024
---------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.250 42.000 5/1/2025
99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026
99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026
99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 40.089 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 39.748 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 40.700 2/15/2028
Amyris Inc AMRS 1.500 0.459 11/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
At Home Group Inc HOME 4.875 31.351 7/15/2028
At Home Group Inc HOME 7.125 28.796 7/15/2029
At Home Group Inc HOME 7.125 28.796 7/15/2029
At Home Group Inc HOME 4.875 31.575 7/15/2028
Audacy Capital Corp CBSR 6.500 4.500 5/1/2027
Audacy Capital Corp CBSR 6.750 4.125 3/31/2029
Audacy Capital Corp CBSR 6.750 3.924 3/31/2029
Azul Investments LLP AZUBBZ 5.875 90.889 10/26/2024
Azul Investments LLP AZUBBZ 5.875 91.423 10/26/2024
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 5.500 99.409 4/2/2025
Bank of America Corp BAC 7.000 95.963 9/20/2032
Beasley Mezzanine
Holdings LLC BBGI 8.625 58.145 2/1/2026
Beasley Mezzanine
Holdings LLC BBGI 8.625 58.145 2/1/2026
Biora Therapeutics Inc BIOR 7.250 56.657 12/1/2025
Castle US Holding Corp CISN 9.500 46.903 2/15/2028
Castle US Holding Corp CISN 9.500 46.903 2/15/2028
CorEnergy Infrastructure
Trust Inc CORR 5.875 70.250 8/15/2025
Cornerstone
Chemical Co LLC CRNRCH 10.250 50.750 9/1/2027
Curo Group Holdings Corp CURO 7.500 5.750 8/1/2028
Curo Group Holdings Corp CURO 7.500 23.303 8/1/2028
Curo Group Holdings Corp CURO 7.500 5.750 8/1/2028
Cutera Inc CUTR 2.250 15.750 6/1/2028
Cutera Inc CUTR 4.000 18.625 6/1/2029
Cutera Inc CUTR 2.250 34.909 3/15/2026
Danimer Scientific Inc DNMR 3.250 9.794 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.425 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.950 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.376 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.075 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.376 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 1.831 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.284 8/15/2026
Energy Conversion
Devices Inc ENER 3.000 0.762 6/15/2013
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 43.500 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 43.750 1/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 35.000 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 31.519 7/15/2026
Federal Home Loan Banks FHLB 0.500 98.629 9/26/2024
Federal Home Loan Banks FHLB 0.550 98.498 9/27/2024
Federal Home Loan Banks FHLB 0.550 98.485 9/23/2024
Federal Home Loan Banks FHLB 1.000 98.611 9/27/2024
Federal Home Loan
Mortgage Corp FHLMC 3.000 86.306 11/26/2024
First Republic Bank/CA FRCB 4.625 2.500 2/13/2047
First Republic Bank/CA FRCB 4.375 2.500 8/1/2046
GNC Holdings Inc GNC 1.500 0.660 8/15/2020
Goldman Sachs Group GS 5.950 100.000 8/31/2028
Goldman Sachs Group GS 6.100 100.000 8/31/2028
Goldman Sachs Group GS 7.000 94.189 9/20/2032
Goldman Sachs Group GS 6.000 99.608 8/31/2026
Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 7.676 6/1/2026
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 7.676 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 18.933 8/15/2029
Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026
Hughes Satellite
Systems Corp SATS 6.625 53.941 8/1/2026
Hughes Satellite
Systems Corp SATS 6.625 53.371 8/1/2026
Hughes Satellite
Systems Corp SATS 6.625 53.371 8/1/2026
Invacare Corp IVC 4.250 1.002 3/15/2026
JPMorgan Chase Financial JPM 5.700 100.000 8/31/2027
Karyopharm Therapeutics KPTI 3.000 63.607 10/15/2025
Ligado Networks LLC NEWLSQ 15.500 12.000 11/1/2023
Ligado Networks LLC NEWLSQ 15.500 15.750 11/1/2023
Ligado Networks LLC NEWLSQ 17.500 2.000 5/1/2024
Lightning eMotors Inc ZEVY 7.500 1.000 5/15/2024
MBIA Insurance Corp MBI 16.823 5.000 1/15/2033
MBIA Insurance Corp MBI 16.823 5.100 1/15/2033
Macy's Retail Holdings LLC M 6.700 86.267 7/15/2034
Macy's Retail Holdings LLC M 6.900 94.207 1/15/2032
Mashantucket Western
Pequot Tribe MASHTU 7.350 52.000 7/1/2026
Midland States Bancorp Inc MSBI 5.000 97.000 9/30/2029
Millennium Escrow Corp CFIELD 6.625 59.232 8/1/2026
Millennium Escrow Corp CFIELD 6.625 59.302 8/1/2026
Morgan Stanley MS 1.800 79.630 8/27/2036
NanoString Technologies NSTG 2.625 74.475 3/1/2025
Office Properties
Income Trust OPI 4.500 84.375 2/1/2025
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 27.500 5/15/2026
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 27.693 5/15/2026
Porch Group Inc PRCH 0.750 41.500 9/15/2026
Rackspace Technology
Global Inc RAX 5.375 29.043 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 29.250 2/15/2028
Rackspace Technology
Global Inc RAX 5.375 29.017 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 29.250 2/15/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 8.000 44.000 11/15/2026
Rite Aid Corp RAD 7.700 4.563 2/15/2027
Rite Aid Corp RAD 7.500 41.500 7/1/2025
Rite Aid Corp RAD 8.000 18.011 11/15/2026
Rite Aid Corp RAD 7.500 17.033 7/1/2025
Rite Aid Corp RAD 6.875 3.093 12/15/2028
Rite Aid Corp RAD 6.875 3.093 12/15/2028
RumbleON Inc RMBL 6.750 74.397 1/1/2025
SVB Financial Group SIVB 3.500 59.500 1/29/2025
Sandy Spring Bancorp Inc SASR 4.250 86.000 11/15/2029
Sealed Air Corp SEE 5.125 99.638 12/1/2024
Sealed Air Corp SEE 5.125 99.929 12/1/2024
Shutterfly LLC SFLY 8.500 47.500 10/1/2026
Shutterfly LLC SFLY 8.500 47.500 10/1/2026
Spanish Broadcasting
System Inc SBSAA 9.750 60.250 3/1/2026
Spanish Broadcasting
System Inc SBSAA 9.750 59.500 3/1/2026
Spirit Airlines Inc SAVE 1.000 31.625 5/15/2026
Spirit Airlines Inc SAVE 4.750 66.037 5/15/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.000 5/15/2027
Veritex Holdings Inc VBTX 4.750 89.447 11/15/2029
Veritone Inc VERI 1.750 33.000 11/15/2026
Virgin Galactic Holdings SPCE 2.500 31.250 2/1/2027
Voyager Aviation Holdings VAHLLC 8.500 15.505 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.505 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 15.505 5/9/2026
Vroom Inc VRM 0.750 53.875 7/1/2026
WW International Inc WW 4.500 24.859 4/15/2029
WW International Inc WW 4.500 24.719 4/15/2029
Wesco Aircraft Holdings WAIR 9.000 38.622 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 1.798 11/15/2027
Wesco Aircraft Holdings WAIR 9.000 38.622 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 1.798 11/15/2027
Wheel Pros Inc WHLPRO 6.500 1.000 5/15/2029
Wheel Pros Inc WHLPRO 6.500 1.000 5/15/2029
iHeartCommunications Inc IHRT 8.375 45.892 5/1/2027
*********
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
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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*********
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Troubled Company Reporter is a daily newsletter co-published
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Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
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Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
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