/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240905.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 5, 2024, Vol. 28, No. 248 Headlines 12 GARBIS RQ: Case Summary & Four Unsecured Creditors 2004 LAGOON: Voluntary Chapter 11 Case Summary 22ND CENTURY: To Raise $262,200 in Stock Offering 2340 ND CORP: Hires Rachel S. Blumenfeld PLLC as Attorney 313 46TH: Hires Law Office of Rachel S. Blumenfeld as Attorney 530 DONELSON: Hires Mclemore Auction Company as Auctioneer AMERIGAS PARTNERS: Moody's Cuts CFR to 'B1', Outlook Stable APPTECH PAYMENTS: Registers 3.03MM Shares for Resale by Peak One ARCH THERAPEUTICS: Board Member Punit Dhillon Resigns ARCH THERAPEUTICS: Extends Maturities for Various Convertible Notes AZTEC FUND: Seeks to Hire Munsch Hardt as Bankruptcy Counsel BELLA RAGAZZA: Hires Buddy D. Ford P.A as Legal Counsel BIG LOTS: Awards Over $5MM in Retention Bonuses to Top Executives BLINK HOLDINGS: Hires Epiq Corporate as Administrative Advisor BLINK HOLDINGS: Seeks to Hire Young Conaway Stargatt as Counsel BLINK HOLDINGS: Seeks to Tap Moelis & Company as Investment Banker BLOCK COMMUNICATIONS: Moody's Cuts CFR to 'B2', Outlook Negative BRIDGEWATER CASTLE: Hires Kutner Brinen Dickey Riley as Counsel BURGERFI INTL: Delays 10-Q Filing Due to Impairment Review CADUCEUS PHYSICIANS: Taps Marshack Hays Wood as General Counsel CAIDLAKE TRANSPORT: Hires Matthew M. Johnson as Co-Counsel CELEBRATION COTTAGE: BIP Loses Bid to Designate Debtor as SARE CHARA SOFTWARE: Seeks to Hire Wynn & Associates as Legal Counsel CITIUS PHARMACEUTICALS: Oncology Unit Merges With TenX CLR ADMIN: Seeks to Hire Beighley Myrick Udell as Special Counsel CQENS TECHNOLOGIES: Lowers Net Loss to $895,176 in Fiscal Q2 CROWNROCK LP: S&P Withdraws 'BB+' ICR on Occidental Petroleum Deal CYTOSORBENTS CORP: Peter Mariani Named Chief Financial Officer CYTOSORBENTS CORP: Registers 8.15MM Shares for Issuance D&R MACHINERY: Hires Neeleman Law Group as Legal Counsel DEAF STAR: Case Summary & Two Unsecured Creditors DINORA INC: Seeks Approval to Hire Estelle Miller as Accountant DINORA INC: Seeks to Hire Alla Kachan PC as Bankruptcy Counsel DURHAM CHARTER SCHOOL: S&P Assigns 'BB-' ICR, Outlook Stable EASTSIDE DISTILLING: Lowers Quorum Requirement in Bylaw Amendment ED'S COUNTRY: Hires Bush Law Firm LLC as Legal Counsel EL VINEDO: Hires Roberts Markel Weinberg Butler as Special Counsel ELWOOD ENERGY: Moody's Hikes Rating on Senior Secured Notes to Ba3 EMERALD X: S&P Upgrades ICR to 'B+' on Preferred Shares Conversion ENDRA LIFE: Implements 1-for-50 Reverse Stock Split ENLINK MIDSTREAM: Moody's Puts 'Ba1' CFR on Review for Upgrade ENSERVCO CORP: Star Equity, Affiliates Report 19.69% Stake ENTERGY NEW ORLEANS: S&P Alters Outlook to Stable, Affirms 'BB' ICR ESCAMBIA OPERATING: Hires Maynard Nexsen P.C. as Special Counsel ESCAMBIA OPERATING: Trustee Hires Bracewell as Special Counsel EVANGELICAL HOMES: Fitch Lowers IDR to 'B-', Outlook Negative EVOKE PHARMA: Regains Compliance With Nasdaq Listing Requirements FYM LLC: Seeks to Hire Raskin & Berman as Legal Counsel GLENSIDE PIZZA: Case Summary & 14 Unsecured Creditors GOEASY LTD: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable GRESHAM WORLDWIDE: Ault Terminates Merger After Chapter 11 Filing GRESHAM WORLDWIDE: Faces Note Default; Arena Takes Legal Action H K AUTOMOTIVE: Case Summary & Seven Unsecured Creditors HONEY DO FRANCHISING: Hires Touchstone Valuation as Accountant HONEY DO FRANCHISING: Seeks to Hire Franchise CPA as Accountant HOPEMAN BROTHERS: Committee Taps Caplin & Drysdale as Counsel ICM HOLDINGS: Hires Lane Law Firm PLLC as Counsel ICON COLLECTIVE: Hires Shemanolaw as Bankruptcy Counsel ICON PARENT: S&P Assigns 'B-' ICR on Acquisition by KKR INNOVATE CORP: Moody's Alters Outlook on 'Caa1' CFR to Negative JMG VENTURES: Hires Richman & Richman as Bankruptcy Counsel JUHN AND STARK: Seeks to Hire Gray Pilgrim as Accountant JUNE PURCHASER: S&P Assigns 'B' ICR on KKR's Acquisition of Janney KARINA TRANSIT: Seeks to Hire Richard S. Feinsilver as Counsel KENDON INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors LAX INTEGRATED: Fitch Alters Outlook on 'BB+' Rating to Positive LEGACY LA PROPERTIES: Case Summary & Three Unsecured Creditors MANITOWOC CO: S&P Alters Outlook to Positive, Affirms 'B' ICR MARTINS INTERSTATE: Taps Keyes Company as Real Estate Broker MEDALLION MIDLAND: Moody's Puts 'B1' CFR on Review for Upgrade MEGHAN INC: Case Summary & 15 Unsecured Creditors METRO MATTRESS: Case Summary & 20 Largest Unsecured Creditors MGM RESORTS: S&P Rates New $675MM Senior Unsecured Notes 'BB-' MILLENKAMP CATTLE: Hires Heida Law Office as Special Counsel MILLENKAMP CATTLE: Seeks to Tap Kander LLC as Financial Advisor MONTGOMERY TREE: Hires Mark V Commercial as Real Estate Broker MOTORS ACCEPTANCE: Hires Boyer Terry LLC as Attorney MRRC HOLD: Seeks to Hire Stretto Inc. as Administrative Advisor NCL CORP: S&P Assigns 'B' Rating on $315MM Senior Unsecured Notes ONE FAT FROG: Trustee Taps Wit Law PLLC as Special Counsel PAINT INTERMEDIATE: S&P Assigned 'B' ICR, Outlook Stable PHEONIX ENTERPRISES: Case Summary & 12 Unsecured Creditors POWER REIT: To Hold 2024 Annual Meeting on Sept. 26 PREMIER MEDICAL: Seeks to Hire Boyer Terry as Bankruptcy Counsel PRIME HARVEST: Seeks to Hire Sterling Consulting as Consultant PS PROPERTIES: Seeks to Hire Whitaker Chalk as Bankruptcy Counsel QUICK SERVE: Seeks to Hire William S. Gannon as Bankruptcy Counsel RESTAURANT BRANDS: S&P Assigns 'BB+' Rating on New First-Lien Notes RFC HOMES: Case Summary & Nine Unsecured Creditors ROCKPOINT GAS: S&P Assigns 'BB' ICR, Outlook Stable ROCKY MOUNTAIN: Moody's Affirms 'Ba1' Rating on 2019 School Bonds SERINDEEP INTERNATIONAL: Taps James B. Miller, PA as Counsel SEVEN RIVERS: Hires Bond Law Office as Bankruptcy Counsel SIYATA MOBILE: Posts $12.9 Million Net Loss in Fiscal Q2 SOLIGENIX INC: Inks $5.8M At-Market Sales Agreement With A.G.P. SOUTH COAST: Case Summary & 16 Unsecured Creditors STOOL AND DINETTE: Hires Bankruptcy Legal Center as Counsel SYCAMORE GARDENS: Voluntary Chapter 11 Case Summary TRANSDIGM INC: S&P Rates 1st-Lien Term Loan / Secured Notes 'BB-' TRINITAS ADVANTAGED: Affiliates Seek OK to Sell Tulare Ranches ULTRA HOLDINGS: Case Summary & 13 Unsecured Creditors US NUCLEAR: Needs More Time to Complete Q2 2024 Form 10-Q WEALSHIRE REHAB: Seeks to Tap Templin Healthcare as Accountant WILL-ONITAS THE SEQUEL: Seeks to Hire Rodney Shepherd as Counsel WINTA ASSET: Hires Northgate Real Estate as Real Estate Advisor WINWOOD-HOMOSASSA 3: Hires Underwood Murray as Special Counsel X4 PHARMACEUTICALS: Receives Nasdaq's Bid Price Deficiency Notice [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 12 GARBIS RQ: Case Summary & Four Unsecured Creditors ----------------------------------------------------- Debtor: 12 Garbis RQ LLC 295 Front Street, 2nd Floor Brooklyn, NY 11201 Business Description: The Debtor is the fee simple owner of real property located at 12 Garbis Lane, East Hampton, NY 11937 valued at $2.5 million. Chapter 11 Petition Date: September 4, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43640 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Eric H. Horn, Esq. A.Y. STRAUSS LLC 290 West Mount Pleasant Avenue Suite 3260 Livingston, NJ 07039 Tel: 973-287-5006 Email: ehorn@aystrauss.com Total Assets: $2,500,000 Total Liabilities: $4,769,769 The petition was signed by David Goldwasser as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7UGGP3A/12_Garbis_RQ_LLC__nyebke-24-43640__0001.0.pdf?mcid=tGE4TAMA 2004 LAGOON: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: 2004 Lagoon LLC 2004 West Lagoon Rd Pleasanton CA 94566 Business Description: 2004 Lagoon is engaged in activities related to real estate. Chapter 11 Petition Date: September 4, 2024 Court: United States Bankruptcy Court Northern District of California Case No.: 24-41357 Debtor's Counsel: Leeds Disston, Esq. 300 Frank H Ogawa Plz, Ste 205 Oakland CA 94612-2060 Tel: 510-835-8110 Email: casdiss@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vi Tran as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JR5OAVA/2004_LAGOON_LLC__canbke-24-41357__0001.0.pdf?mcid=tGE4TAMA 22ND CENTURY: To Raise $262,200 in Stock Offering ------------------------------------------------- 22nd Century Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 16, 2024, the Company, entered into a subscription agreement with an institutional investor, pursuant to which the Company agreed to issue and sell to the investor 460,000 shares of Common Stock of the Company at a price of $0.57 per share for gross proceeds to the Company of $262,200. The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A, initially filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on August 2, 2024 and qualified on August 13, 2024. The Shares were not placed through the efforts of a placement agent and no fees or commissions are to be paid on the transaction to anyone. The Company has the ability, at its election, to raise additional proceeds of up to approximately $6 million on the same terms and conditions pursuant to the Offering Statement from time to time. Any additional sales made pursuant to the Offering Statement will be disclosed through subsequent prospectus supplements. Notwithstanding that the Company desires to consummate one or more additional sales in the future, at this time the Company has no such additional oral or written agreements to consummate any such sales, and, as such, the Company cannot guarantee that any such sales will occur in the future. About 22nd Century Group Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco products company with sales and distribution of its own proprietary new reduced nicotine tobacco products authorized as Modified Risk Tobacco Products by the FDA. Additionally, it provides contract manufacturing services for conventional combustible tobacco products for third-party brands. Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. Further, the Company has negative working capital and a shareholders' deficit as of December 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, the Company reported a net loss of $140.8 million compared to a net loss of $59.8 million in 2022. As of June 30, 2024, 22nd Century Group had $24.1 million in total assets, $25 million in total liabilities, and $955,000 in total stockholders' deficit. 2340 ND CORP: Hires Rachel S. Blumenfeld PLLC as Attorney --------------------------------------------------------- 2340 ND Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Rachel S. Blumenfeld PLLC to handle its Chapter 11 case. The firm will be paid at these rates: Rachel S. Blumenfeld, Esq. $525 per hour Of counsel $450 per hour Paraprofessional $150 per hour The firm received from the Debtor a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rachel S. Blumenfeld, Esq., a partner at Law Office of Rachel S. Blumenfeld PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Rachel S. Blumenfeld, Esq. The Law Office of Rachel S. Blumenfeld PLLC 26 Court Street, Suite 2220 Brooklyn, NY 11242 Tel: (718) 858-9600 Fax: (718) 858-9601 About 2340 ND Corp. 2340 ND Corp. owns in fee simple title a real property located at 2340 National Drive, Brooklyn, N.Y., valued at $1.6 million. 2340 ND filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40412) on Feb. 7, 2023, with total assets of $1,600,000 and total liabilities of $931,124. Eugene Burshtein, president and owner of 2340 ND, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Robert J. Musso, Esq., at Rosenberg Musso & Weiner, LLP. 313 46TH: Hires Law Office of Rachel S. Blumenfeld as Attorney -------------------------------------------------------------- 313 46th Street, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Law Office of Rachel S. Blumenfeld PLLC as attorney. The firm will provide these services: a. give advice to the Debtor with respect to its powers and duties as Debtors-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with creditors and other parties in interest; c. prepare on behalf of the Debtor all necessary schedules, application, motions, answers, orders, reports, and other legal papers required for the Debtors that seek protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtors and to represent the Debtor in all matters pending before the Court; e. represent the Debtor, if need be, in connection with obtaining post-petition financing; f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and g. perform all other legal services of the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interest of the Debtor, its creditors and its estate. The firm will be paid at these rates: Rachel S. Blumenfeld, Esq. $525 per hour Of counsel $450 per hour Paraprofessional $150 per hour The firm will be paid a retainer in the amount of $1,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Rachel S. Blumenfeld, a partner at Rachel S. Blumenfeld PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Rachel S. Blumenfeld, Esq. Law Office of Rachel S. Blumenfeld PLLC 26 Court Street, Suite 2220 Brooklyn, New York 11242 Tel: (718) 858-9600 About 313 46th Street 313 46th Street, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 24-42806) on July 5, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICE OF RACHEL S. BLUMENFELD PLLC. 530 DONELSON: Hires Mclemore Auction Company as Auctioneer ---------------------------------------------------------- 530 Donelson, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Mclemore Auction Company, LLC as auctioneer. The firm will auction the Debtor's real property located at 530 Donelson Pike, Nashville, TN 37214. The firm will be paid as follows: a. If the Property sells to one of the members of the Debtor, or to an entity in which one of the current members of the Debtor has a membership or partnership interest, the Auctioneer will receive a flat-fee commission of $120,000. b. If the Property sells to any other party, the Auctioneer will receive a commission in the amount of 3 percent of the sales price for the Property. Will McLemore, a president at Mclemore Auction Company, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Will McLemore McLemore Auction Company, LLC 470 Woodycrest Ave, Nashville, TN 37210 Tel: (615) 517-7675 About 530 Donelson, LLC 530 Donelson, LLC in Gallatin, TN, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 24-00879) on March 14, 2024, listing $0 in assets and $10,494,142 in liabilities. Eric Lowman, managing member, signed the petition. Judge Randal S. Mashburn oversees the case. The Debtor tapped Dunham Hildebrand, PLLC as legal counsel and Resurgent Financial Services LLC as restructuring advisor. AMERIGAS PARTNERS: Moody's Cuts CFR to 'B1', Outlook Stable ----------------------------------------------------------- Moody's Ratings downgraded AmeriGas Partners, L.P.'s Corporate Family Rating to B1 from Ba3, Probability of Default Rating to B1-PD from Ba3-PD, and senior unsecured notes ratings to B2 from B1. The Speculative Grade Liquidity (SGL) rating remains SGL-3. The outlook was changed to stable from negative. "The downgrade of AmeriGas' ratings reflects risks from constraints to financial flexibility due to debt maturities and continued operational challenges that will take more time to address," commented Jonathan Teitel, a Moody's Ratings Vice President and Senior Analyst. "AmeriGas' leverage remains high but capital contributions by UGI applied toward meaningful debt repayment provides support to the stable outlook." RATINGS RATIONALE AmeriGas' B1 CFR reflects risks from limited financial flexibility while leverage remains high. Providing support to the rating is that AmeriGas' parent company, UGI Corporation (UGI), has been supportive by contributing capital, including $315 million applied toward AmeriGas' redemption of $475 million of it senior notes due 2025 in June 2024. Customer attrition and warmer weather have driven lower volumes for AmeriGas. Important to improving the balance sheet and operating performance and making the business more resilient to periods of warmer weather and lower EBITDA are improved financial flexibility, further decrease in debt, reduced customer attrition, and increased profit margins. AmeriGas benefits from a leading market share in propane distribution across the US as well as diversification across customers and end markets. As a distributor of propane, for which one use is space heating, AmeriGas is exposed to high volatility in seasonal demand that depends on winter weather conditions. The SGL-3 rating reflects Moody's view that AmeriGas has adequate liquidity, driven by Moody's expectation that AmeriGas will be able to repay the remaining $218 million of senior notes due May 2025 from free cash flow and revolver borrowings. In August 2024, AmeriGas refinanced its $400 million revolver due 2026 with a $200 million ABL revolver due 2029. Replacing the revolver removed pressure from the prior revolver's financial covenants. However, the new revolver has a covenant that begins 91 days prior to the earliest maturity of any senior notes and requires liquidity to be equal to or greater than the outstanding principal amount of any senior notes maturing within 91 days plus 20% of availability under the revolver. Moody's expect that the company will proactively refinance its senior notes and thereby maintain compliance with this covenant. As of June 30, 2024, AmeriGas had $50 million in borrowings outstanding on its previous revolver ($2 million in letters of credit were also outstanding). The ABL revolver due in 2029 has a springing minimum fixed charge coverage ratio of 1.0x based on undrawn availability. As of June 30, 2024, AmeriGas had $7 million of cash on its balance sheet. AmeriGas' senior unsecured notes are rated B2, one notch below the CFR. The notes are not guaranteed by AmeriGas Propane, L.P., the principal operating subsidiary. The notes are structurally subordinated to AmeriGas Propane, L.P.'s senior secured revolver and effectively subordinated to the collateral securing the revolver, including receivables and inventory. UGI does not guarantee AmeriGas' debt nor does AmeriGas guarantee UGI's debt. The stable outlook reflects Moody's expectation that AmeriGas will repay its remaining senior notes due May 2025 from free cash flow and revolver borrowings, and proactively refinance its debt to maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include improved financial flexibility, further debt reduction, debt/EBITDA sustained below 4.5x, and EBITDA/interest above 2.75x. Factors that could lead to a downgrade include weakening liquidity or debt/EBITDA above 5.5x, or EBITDA/interest below 2x. AmeriGas is a marketer and distributor of propane in the US. It is a wholly owned subsidiary of publicly traded UGI, a holding company. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. APPTECH PAYMENTS: Registers 3.03MM Shares for Resale by Peak One ---------------------------------------------------------------- AppTech Payments Corp. filed an amended preliminary prospectus on Form S-1 with the U.S. Securities and Exchange Commission relating to the resale from time to time of up to 3,029,440 shares of common stock, par value $0.001, of the Company by Peak One Opportunity Fund, L.P. and Peak One Investments, LLC. Peak One Investments is the General Partner of Peak One, both of which are Delaware entities. AppTech Payments is registering the resale of: (i) up to 2,179,440 shares of common stock issuable upon the conversion of our 6% convertible debenture, including conversion of $66,000 of accrued interest issued to Peak One, (ii) up to 750,000 shares of common stock issuable upon the exercise of warrants issued to Peak One Investments, (iii) 100,000 shares of restricted common stock issued to Selling Stockholders as commitment shares, including 50,000 shares of common stock issued to Peak One Investments and 50,000 shares of common stock issued to Peak One, each of which were issued in a private placement pursuant to the terms of that certain Securities Purchase Agreement, dated as of July 10, 2024. The prices at which the Selling Stockholders may resell the shares offered hereby will be determined by the prevailing market price for the shares or in negotiated transactions. AppTech Payments is not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholders. It will, however, receive the proceeds of any cash exercise of Warrants by the Selling Stockholders. The Selling Stockholders may sell the shares of common stock described in the prospectus in a number of different ways and at varying prices. The Selling Stockholders are "underwriters" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. AppTech Payments will pay the expenses incurred in registering the securities covered by this prospectus, including legal and accounting fees. To the extent the Selling Stockholders decide to sell their shares of common underlying the Warrants or the Debenture, it will not control or determine the price at which the shares are sold. A full-text copy of the preliminary prospectus is available at: https://tinyurl.com/ycyz7wpu About AppTech Payments Corp. Headquartered in Carlsbad, California, AppTech Payments Corp. -- www.apptechcorp.com -- is a Specialty Payments company with a differentiated digital platform that powers seamless commerce experiences. The FinZeo Platform fundamentally changes the way companies of all sizes manage payments and banking. It drives operational efficiencies and growth while providing the economic convenience that merchants demand. The Company's clients can shop from a robust suite of solutions and choose the services they want to include in their customized, white-labeled portal. San Diego, California-based DBBMcKennon, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has limited revenues and has suffered recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, Apptech reported a net loss of $18.5 million, compared to a net loss of $16.3 million for the year ended December 31, 2022. As of June 30, 2024, AppTech had $6.5 million in total assets, $4.7 million in total liabilities, and $1.7 million in total stockholders' equity. ARCH THERAPEUTICS: Board Member Punit Dhillon Resigns ----------------------------------------------------- Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Punit Dhillon notified the Board of Directors of the Company of his decision to resign as a member of the Board effective August 14, 2024. There are no disagreements of any kind between the Company and Mr. Dhillon related to his resignation as a director or otherwise. About Arch Therapeutics Inc. Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing products based on its innovative AC5 self-assembling technology platform. Los Angeles, Calif.-based Weinberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024, citing that during the year ended September 30, 2023, the Company incurred a net loss and utilized cash flows in operations, and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. For the year ended September 30, 2023, Arch Therapeutics recorded a net loss of $6,982,836. As of June 30, 2024, the Company had $1,397,644 in total assets, $13,958,210 in total current liabilities, and $12,560,566 in total stockholders' deficit. ARCH THERAPEUTICS: Extends Maturities for Various Convertible Notes ------------------------------------------------------------------- Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 15, 2024, the Company entered into an amendment ("Amendment No. 18 to the First 2022 Notes") with the holders of the Company's outstanding Senior Secured Convertible Promissory Notes, as separately amended on February 14, March 10, March 15, April 15, May 15, June 15, July 1, July 7, July 31, August 30, September 30, October 31, and November 15, 2023, as well as January 5, March 15, April 30, and June 30, 2024 (as amended, the "First 2022 Notes"), issued in connection with a private placement financing the Company completed on July 6, 2022. On August 15, 2024, the Company also entered into an amendment ("Amendment No. 18 to the Second 2022 Notes") with the holders of the Company's outstanding Unsecured Convertible Promissory Notes, as separately amended on February 14, March 10, March 15, April 15, May 15, June 15, July 1, July 7, July 31, August 30, September 30, October 31, and November 15, 2023, as well as January 5, March 15, April 30, and June 30, 2024 (as amended, the "Second 2022 Notes"), issued in connection with a private placement financing the Company completed on January 18, 2023. On August 15, 2024, the Company also entered into an amendment ("Amendment No. 13 to the Third 2022 Notes") with the holders of the Company's outstanding Unsecured Convertible Promissory Notes, as separately amended on June 15, July 1, July 7, July 31, August 30, September 30, October 31, and November 15, 2023, as well as January 5, March 15, April 30, and June 30, 2024 (as amended, the "Third 2022 Notes"), issued in connection with a private placement financing the Company completed on May 15, 2023. On August 15, 2024, the Company also entered into an amendment ("Amendment No. 4 to the Fourth 2022 Notes") with the holders of the Company's outstanding Unsecured Convertible Promissory Notes, as separately amended on March 15, April 30, and June 30, 2024 (as amended, the "Fourth 2022 Notes"), issued in connection with a private placement financing the Company completed on March 12, 2024. On August 15, 2024, the Company also entered into an amendment ("Amendment No. 2 to the First 2024 Notes" and, together with Amendment No. 18 to the First 2022 Notes, Amendment No. 18 to the Second 2022 Notes, Amendment No. 13 to the Third 2022 Notes, and Amendment No. 4 to the Fourth 2022 Notes, the "Amendments to the Notes") with the holders of the Company's outstanding Senior Secured Convertible Promissory Notes, as separately amended on June 30, 2024 (as amended, the "First 2024 Notes" and, together with the First 2022 Notes, Second 2022 Notes, Third 2022 Notes, and Fourth 2022 Notes, the "Notes"). Under the Amendments to the Notes, the Notes were amended to extend the date of the completion of an "Uplist" and to extend the respective maturity date of each of the Notes from August 15, 2024 to September 15, 2024. About Arch Therapeutics Inc. Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing products based on its innovative AC5 self-assembling technology platform. Los Angeles, Calif.-based Weinberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024, citing that during the year ended September 30, 2023, the Company incurred a net loss and utilized cash flows in operations, and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. For the year ended September 30, 2023, Arch Therapeutics recorded a net loss of $6,982,836. As of June 30, 2024, the Company had $1,397,644 in total assets, $13,958,210 in total current liabilities, and $12,560,566 in total stockholders' deficit. AZTEC FUND: Seeks to Hire Munsch Hardt as Bankruptcy Counsel ------------------------------------------------------------ The Aztec Fund Holding Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern DIstrict of Texas to hire Munsch Hardt Kopf & Harr, P.C. as counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiations with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' Estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objection to claims filed against the Debtors' Estates; e. preparing pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' Estates; f. representing the Debtors in connection with obtaining authority to use cash collateral and, to the extent applicable, post-petition financing; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' Estates; i. taking any necessary action on behalf of the Debtors to negotiate, prepare, and confirm a chapter 11 plan; and j. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of any liens against the Debtors' property; and (iii) advising the Debtors on corporate, real estate, and litigation matters. Munsch Hardt's hourly rates are as follows: Shareholders $450 to 850 Associates $340 to 605 Paraprofessionals $160 to 320 Munsch Hardt received retainer payments totaling approximately $725,000. The following is provided in response to the request for additional information contained in paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition period. If your billing rates and material difference. Response: Munsch Hardt had separate representations of the Debtors during the 12 months leading up to the Petition Date. Munsch Hardt generally handled transactional, leasing, and insurance coverage related issues for certain Debtors during the 12-month period, as well as the bankruptcy preparation and planning services described in this Application (with the restructuring advice being governed by a separate engagement agreement). Munsch Hardt held separate retainers for each engagement, and Munsch Hardt charged its customary rates for all work. For the non-bankruptcy work, a balance of $8,682 was written off immediately prior to the Petition Date. The billing rates and material financial terms as between Munsch Hardt professionals providing restructuring advise, including the undersigned counsel, and the Debtors are the same post-petition as prior to the Petition Date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Munsch Hardt, in conjunction with the Debtors' management and financial advisor, developed a budget that includes estimates for staffing plans and continues to develop budgets and staffing plans for these Chapter 11 Cases in conjunction with any final order authorizing the use of cash collateral. The Debtors have approved Munsch Hardt's proposed hourly billing rates. As disclosed in the court filings, Munsch Hardt is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and neither represents nor holds an interest materially adverse to the interests of the Debtors or their Estates with respect to the matters on which it is to be employed. The firm can be reached through: John D. Cornwell, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard St., Ste. 4000 Dallas, TX 75201 Tel: (713) 222-4066 Email: jcornwell@munsch.com About The Aztec Fund Holding Inc. The Aztec Fund Holding Inc. invests in office buildings in the United States and thus create real estate portfolios that generate regular cash flows and sustainable value over time. The Aztec Fund Holding Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90436) on August 5, 2024. In the petition filed by Charles Haddad, as president, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The Honorable Bankruptcy Judge Christopher M. Lopez oversees the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C., as counsel; and Getzler Henrich & Associates LLC as financial advisor. Hilco Real Estate Appraisals, LLC is the real estate appraiser. Stretto, Inc., is the claims agent. BELLA RAGAZZA: Hires Buddy D. Ford P.A as Legal Counsel ------------------------------------------------------- Bella Ragazza Salon, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as counsel. The firm will provide these services: a. analyzing the financial situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advising the Debtor with regard to the powers and duties of the debtor and as Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. preparing and filing of the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. representing the Debtor at the Section 341 Creditors' meeting; e. giving the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in Possession in the continued operation of its business and management of its property; if appropriate; f. advising the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. preparing, on the behalf of your Applicant, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protecting the interest of the Debtor in all matters pending before the court; i. representing the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. performing all other legal services for Debtor as Debtor-in-Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Buddy D. Ford $450 per hour Jonathan A. Semach $400 per hour Heather M. Reel $350 per hour Paralegal $150 per hour The firm was paid by the Debtor a retainer in the amount of $9,238. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, Esq., a partner at Buddy D. Ford, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com About Bella Ragazza Salon, LLC Bella Ragazza Salon, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 8:24-bk-04911) on August 21, 2024. The Debtor hires Buddy D. Ford, P.A. as counsel. BIG LOTS: Awards Over $5MM in Retention Bonuses to Top Executives ----------------------------------------------------------------- Big Lots, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors of the Company approved one-time cash retention awards for the executive officers of the Company. The amounts of such Retention Awards for the Chief Executive Officer and the other executive officers are: (1) Bruce K. Thorn, Chief Executive Officer and President -- $3,150,000 (2) Jonathan A. Ramsden, Executive Vice President, Chief Financial and Administrative Officer -- $969,938 (3) Ronald A. Robins, Jr., Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary -- $561,068 (4) Michael A. Schlonsky, Executive Vice President, Chief Human Resources Officer -- $561,068 The Retention Awards, less any necessary deductions, are payable by the Company to each executive officer as soon as practicable following the date of the executive officer's execution of a letter agreement which sets forth the terms and conditions of the respective Retention Award. The Retention Agreements require repayment of the Retention Award by each executive officer if such executive officer's employment is terminated voluntarily by such executive officer, except in the case of a "constructive termination," or by the Company for "cause", in each case, prior to the twelve-month anniversary of the Effective Date. About Big Lots Inc. Big Lots sells a wide assortment of brand-name and private label items, such as food, furniture, seasonal items, electronics and accessories, home decor, toys, and gifts. As of May 4, 2024, the Company had $3.2 billion in total assets, $3.1 billion in total liabilities, and $81.4 million in total shareholders' equity. Big Lots, Inc. cautioned in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the 13 weeks ended May 4, 2024, that due to its net losses and use of cash in operating activities in 2022, 2023 and the first quarter of 2024, as well as its current cash and liquidity projections, there is substantial doubt about its ability to continue as a going concern. The Company is currently in compliance with the covenants under the agreements governing its indebtedness and its current aggregate available borrowings under the 2022 Credit Agreement and Term Loan Facility are $213.9 million, subject to certain borrowing base limitations. Due to ongoing negative macroeconomic factors and their uncertain impacts on the Company's business, results of operations, and cash flows, the Company expects to experience further operating losses and expects to experience difficulty remaining in compliance with such covenants. Management has implemented plans to reduce costs, improve sales, and enhance its financial flexibility and liquidity. However, based on its current cash and liquidity projections, and uncertainties with respect to the mitigating effect of management's plans, the Company has concluded there is a significant likelihood that it will be unable to comply with the Excess Availability Covenant under the 2022 Credit Agreement and the Term Loan Facility within the next 12 months. BLINK HOLDINGS: Hires Epiq Corporate as Administrative Advisor -------------------------------------------------------------- Blink Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as administrative advisor. The firm will render these services: a. assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as prepare any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization, and in connection with such services, process requests for documents from parties in interest; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a Chapter 11 plan; and f. provide such other processing, solicitation, balloting and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, this Court or the Office of the Clerk of the Bankruptcy Court. Before the petition date, the Debtor provided the firm a retainer in the amount of $25,000. The firm will be paid at these hourly rates: Clerical/Administrative Support WAIVED IT/Programming $60 - $80 Case Managers $75 - $175 Project Managers/Consultants/ Directors $175 - $185 Solicitation Consultant $185 Executive Vice President, Solicitation $185 Executives No Charge In addition, Epiq will seek reimbursement for expenses incurred. Kathryn Tran, a consulting director at Epiq Corporate Restructuring, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn Tran Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (714) 394-6998 Email: ktran@epiqglobal.com About Blink Holdings Blink Holdings, Inc. is a provider of fitness services in the high value, low price fitness category. Blink Holdings and more than 100 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11686) on Aug. 12, 2024. At the time of the filing, Blink Holdings disclosed $100 million to $500 million in both assets and debt. Judge J. Kate Stickles presides over the cases. Young Conaway Stargatt & Taylor, LLP serves as the Debtors' counsel. Moelis & Company is the Debtors' investment banker and EPIQ Corporate Restructuring LLC is the Debtors' notice and claims agent. BLINK HOLDINGS: Seeks to Hire Young Conaway Stargatt as Counsel --------------------------------------------------------------- Blink Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP as counsel. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; b. preparing documents in connection with and pursuing confirmation of a plan and approval of a disclosure statement; c. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court and protecting the interests of the Debtors before the Court; and e. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 Cases. The firm will be paid at these rates: Michael R. Nestor, Partner $1,335 per hour Sean T. Greecher, Partner $1,005 per hour Allison S. Mielke, Associate $780 per hour Timothy Powell, Associate $630 per hour Rebecca Lamb, Associate $530 per hour Andrew M. Lee, Associate $475 per hour Benjamin C. Carver, Associate $455 per hour Debbie Laskin, Paralegal $385 per hour Young Conaway received two retainer payments, each in the amount of $150,000, on June 21, 2024 and July 3, 2024, and supplemental retainers in the amount of $100,000 on July 12, 2024 and $50,000 on August 9, 2024. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As set forth in the Packman Declaration, the following is provided in response to the request for additional information contained in paragraph D.1. of the U.S. Trustee Guidelines: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases; c. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of June 10, 2024. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application. d. The Debtors will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Michael Nestor, Esq., a partner at Young Conaway Stargatt & Taylor, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael R. Nestor, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mnestor@ycst.com About Blink Holdings Blink Holdings, Inc. is a provider of fitness services in the high value, low price fitness category. Blink Holdings and more than 100 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11686) on Aug. 12, 2024. At the time of the filing, Blink Holdings disclosed $100 million to $500 million in both assets and debt. Judge J. Kate Stickles presides over the cases. Young Conaway Stargatt & Taylor, LLP serves as the Debtors' counsel. Moelis & Company is the Debtors' investment banker and EPIQ Corporate Restructuring LLC is the Debtors' notice and claims agent. BLINK HOLDINGS: Seeks to Tap Moelis & Company as Investment Banker ------------------------------------------------------------------ Blink Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Moelis & Company LLC as investment banker. The firm will render these services: (a) assist the Debtors in conducting a business and financial analysis of the Debtors; (b) assist the Debtors in identifying and evaluating potential Counterparties for a Sale Transaction; (c) assist the Debtors in identifying and contacting prospective purchasers of a Capital Transaction (each, a "Purchaser"); (d) assist the Debtors in preparing a marketing plan and information materials describing the Debtors (the "Information Presentation"), which Moelis may distribute to potential Counterparties and/or Purchasers on a confidential basis; (e) assist the Debtors in contacting potential Counterparties, arranging meetings with such Counterparties and coordinating the due diligence investigation of the Debtors by such Counterparties, in each case as appropriate and acceptable to the Debtors; (f) assist the Debtors in reviewing and analyzing any potential Restructuring, Sale Transaction or Capital Transaction; (g) assist the Debtors in structuring and negotiating any Restructuring, Sale Transaction or Capital Transaction; (h) advise the Debtors as to the strategy and tactics of negotiations with such prospective Purchasers and participate in such negotiations; (i) advise the Debtors as to the timing, structure and pricing of the Capital Transaction; (j) meet with the Debtors' Board of Directors to discuss the proposed Transaction(s) and their financial implications; (k) provide testimony (and attend any related depositions) related to the aforementioned services, including the results of any marketing process for a potential Transaction; and (l) provide such other financial advisory and investment banking services in connection with a Restructuring, Sale Transaction or Capital Transaction as Moelis and the Debtors may mutually agree upon in writing. The Debtors have agreed to pay Moelis the following nonrefundable cash fees: i. Monthly Fee. A monthly fee of $150,000 (the "Monthly Fee"). The Monthly Fee shall begin accruing on the Effective Date. The Debtors will pay the first Monthly Fee immediately upon the execution of this Agreement, and all subsequent Monthly Fees prior to each monthly anniversary of the Effective Date. Whether or not a Restructuring, Sale Transaction or Capital Transaction occurs, Moelis shall earn and be paid the Monthly Fee every month during the term of this Agreement. After the first two Monthly Fees have been paid to Moelis, 50 percent of the Monthly Fees thereafter shall be offset, to the extent previously paid, against the first Transaction Fee, subject to a maximum offset of $450,000. ii. Restructuring Fee. A transaction fee (the "Restructuring Fee") of $2,750,000, payable promptly at the closing of a Restructuring. iii. Sale Transaction Fee. A transaction fee (the "Sale Transaction Fee"), payable promptly at the initial closing of a Sale Transaction constituting a Comprehensive Sale, equal to: a. $3,250,000 (the "Base Sale Transaction Fee"); plus b. 5.0 percent for the portion of the Transaction Value in excess of $150,000,000 (if any) With respect to any Partial Sale(s) that, taken together, do not constitute a sale of a significant portion of the assets, properties, business, or equity of the Debtors or otherwise, taken together, do not constitute a Comprehensive Sale, the Sale Transaction Fee payable at the closing of such Sale Transaction shall not include the Base Sale Transaction Fee; provided, that upon the closing of any Partial Sale(s) which, taken together with all other Partial Sale(s), would constitute a sale of a significant portion of the assets, properties business, or equity of the Debtors or otherwise, taken together, would constitute a Comprehensive Sale, Moelis shall also be entitled to the Base Sale Transaction Fee in addition to any incremental Sale Transaction Fee(s) earned on such Sale Transaction(s). In the event of a Sale Transaction that is effectuated in whole or in part through a credit bid by existing lenders, the applicable Transaction Fee in connection with such Sale Transaction shall be the Restructuring Fee (not the Sale Transaction Fee). For the avoidance of doubt, only one Transaction Fee will be earned through a Sale Transaction. In the event of a Sale Transaction that is consummated pursuant to Section 363 of the Bankruptcy Code, the applicable Transaction Fee shall be the greater of the Restructuring Fee and the Sale Transaction Fee. iv. DIP Capital Transaction Fee. In the event of a Capital Transaction in which the Debtors (or any entity formed to acquire the business or assets of the Debtors) raises or issues any debtor-in-possession financing, whether as secured or unsecured debt, in connection with a Bankruptcy Case (a "DIP Capital Transaction") from a Purchaser that is not an existing lender (or any affiliate or managed fund thereof) as of the date hereof, a transaction fee (the "DIP Capital Transaction Fee"), calculated separately, with respect to each DIP Capital Transaction, payable promptly at the initial closing of a DIP Capital Transaction Fee, equal to 1.0 percent of the aggregate gross amount of debt obligations and other interests Raised in such DIP Capital Transaction. In the event the Debtors or any of its direct or indirect subsidiaries consummates a DIP Capital Transaction in which the Purchaser is one or more existing lenders (or affiliates or managed funds thereof) as of the date hereof (an "Existing Lender DIP Capital Transaction"), the applicable DIP Capital Transaction Fee will be equal to 0.50 percent of the aggregate gross amount of debt obligations and other interests Raised in such Existing Lender DIP Capital Transaction. A DIP Capital Transaction Fee earned through an Existing Lender DIP Capital Transaction shall be 100 percent offset dollar-for-dollar, to the extent previously paid, against a subsequent Transaction Fee. v. Capital Transaction Fee. In the event of any Capital Transaction that is not a DIP Capital Transaction, a transaction fee (the "Capital Transaction Fee"), calculated separately, with respect to each such Capital Transaction, payable promptly at the initial closing of such Capital Transaction, equal to an amount in line with market rates to be negotiated in good faith by the parties at the appropriate time. Barak Klein, a managing director at Moelis & Company LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Barak Klein Moelis & Company LLC 399 Park Avenue, 5th Floor New York, NY 10022 Tel: (212) 883-3800 Fax: (212) 880-4260 Email: barak.klein@moelis.com About Blink Holdings Blink Holdings, Inc. is a provider of fitness services in the high value, low price fitness category. Blink Holdings and more than 100 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11686) on Aug. 12, 2024. At the time of the filing, Blink Holdings disclosed $100 million to $500 million in both assets and debt. Judge J. Kate Stickles presides over the cases. Young Conaway Stargatt & Taylor, LLP serves as the Debtors' counsel. Moelis & Company is the Debtors' investment banker and EPIQ Corporate Restructuring LLC is the Debtors' notice and claims agent. BLOCK COMMUNICATIONS: Moody's Cuts CFR to 'B2', Outlook Negative ---------------------------------------------------------------- Moody's Ratings downgraded Block Communications, Inc.'s (Block or the Company) Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the senior secured first lien bank credit facilities, including the term loan and revolver, to Ba2 from Ba1 and downgraded the senior unsecured notes to B3 from B2. The outlook is negative. The downgrade of Block's CFR to B2 reflects weak credit metrics and liquidity, resulting from sustained pressure on revenue and profitability amid unfavorable secular trends and rising competition across all business segments, and high capital intensity. Revenue and EBITDA fell 2.4% and 5.1%, respectively, in Q2 LTM versus 2023. Moody's adjusted gross debt to EBITDA has increased to 4.4x at Q2 (June 30, LTM), up from 4.1x at the end of 2023. Moody's expect the ratio to rise to mid 5x over the next 12-18 months due to lower EBITDA and higher debt as the company will likely draw on its revolving credit facility to help fund operations which is producing negative free cash flow as the company continues to invest in network upgrades. Moody's action also considers the significant uncertainty created by three major developments including (1) significant changes in leadership at the board level (the Chair specifically) and in the most senior roles of management including the CEO, (2) a related lawsuit filed by the former Chair and CEO against the company, certain family members, and others for breach of the shareholders agreement and employment contract among other claims, and (3) the creation of a strategic review committee to evaluate any and all transactions to enhance liquidity and or delever the company, among other possible objectives. The impact and resolution of these events could take time, with a wide range of potential outcomes and an uncertain credit impact. The current rating and outlook also consider Moody's estimate of the potential value of the company's assets, in particular those in the cable segment which, if realized in whole or in part, could generate a strong recovery for lenders. However, the ability and timing of an exit is highly uncertain given ongoing litigation and operational challenges at the company which are likely to negatively impact buyer interest and valuations. Delays in executing a strategic solution to resolve the shrinking liquidity and what Moody's view is an untenable capital structure could put further pressure on the ratings. RATINGS RATIONALE Block's B2 Corporate Family Rating (CFR) is constrained by governance risk as reflected in the G-4 Issuer Profile Score and CIS-4 Credit Impact score. Financial strategy and risk management policies tolerates leverage that could rise to mid 5x (Moody's adjusted), and ownership is highly concentrated with the Block family in full control of the business without independent board oversight. Capital intensity is high in the business, with capex to revenue expected to remain in the low to mid 20% range and necessary to grow and defend market share. Largely because of these investments, free cash flow has been and will remain negative requiring dependence on the revolving credit facility to maintain liquidity. Unfavorable secular and competitive dynamics and pressures across all segments including publishing, telecom, broadcast and cable remain persistent and a constraint on revenue growth and higher profitability. Supporting the credit profile is a long operating history and family ownership, with limited shareholder-friendly transactions. The business is also well diversified for its small scale, with its mix of four distinct subscription-based businesses. The cable segment, the largest contribution to revenue and EBITDA, is supported by secular broadband demand, a competitive, high-speed and fiber-rich network, strong market position (measured by penetration) and profitable business model, with strong EBITDA margins in the mid 40% range. Block has weak liquidity, with mandatory payments expected to be more than internal cash sources (including cash and operating cash flow) over the next 12 months. Absent a capital infusion, the availability under the $100 million revolving credit facility is expected to decline with increasing utilization. The company has good operating cushion under its financial leverage maintenance covenant in the revolving credit facility, but this cushion will progressively reduce with declining EBITDA and incremental revolver utilization. Alternate liquidity is limited with a partially secured capital structure. The senior secured first lien credit facilities, including the revolver and term loan, are rated Ba2, three notches above the B2 CFR, reflecting the priority position in the collateral of substantially all assets and upstream guarantees from direct and indirect domestic subsidiaries. In addition, the first lien credit facility represents a small share of total outstanding debt. The unsecured notes are rated B3, one notch below the CFR given its subordination to the senior secured credit facilities. The instrument ratings reflect the probability of default of the company, as reflected in the B2-PD Probability of Default Rating, and an average expected family recovery rate of 50% in a default scenario. The negative outlook reflects Moody's expectation that revenue and EBITDA will decline in the low to mid-single-digit percentages. Moody's expect consolidated EBITDA margins to be in the low to mid-20% range, while capital intensity (capex / revenue) will decline as growth investments moderate. Free cash flows are expected to remain negative but improve with lower capital intensity in 2025. Leverage (Moody's adjusted gross debt-to-EBITDA) could rise to mid 5x. Moody's expectations are based on some key assumptions including cable revenue declining by up to mid-single digit percent, telecom and broadcast (2-year average) revenue declining by low single digit percent, and publishing revenue falling by high single digit to low teens percent. Note: all figures referenced above are Moody's adjusted over the next 12-18 months, unless otherwise noted. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the Company's declining operating trends, an upgrade is unlikely in the near to intermediate term. However, ratings could be upgraded over time if leverage is sustained below 4.25x (Moody's adjusted consolidated debt-to-EBITDA) and retained cash flow to net debt is sustained above 20% (Moody's adjusted). A recapitalization of the company could support a positive rating action, which could also be conditional on larger scale, sustainable growth in revenue earnings and free cash flow, and improved liquidity. Ratings could be downgraded if leverage is sustained above 5.25x (Moody's adjusted debt-to-EBITDA) or retained cash flow to net debt is sustained below 15% (Moody's adjusted). Ratings could also come under pressure if a recapitalization is not executed and liquidity continues to deteriorate, the scale or diversity of the company is reduced, or there is a material unfavorable change in operating performance or market position. Block Communications, Inc., founded in 1900, is a privately held, diversified media company headquartered in Toledo, Ohio. It is wholly-owned and controlled by the Block Family. It operates four segments including cable television, telecommunications, newspaper publishing, and television broadcasting. The Company's cable operations are branded Buckeye Broadband (serving Toledo and Erie County Ohio and parts of Southeast Michigan) and MaxxSouth serving North and Central Mississippi and NorthWest Alabama. Its telecommunications system includes TeleSystem (previously known as Buckeye Telesystem Inc. and Block Line Systems, LLC). Block has two daily metropolitan newspapers, the Pittsburgh Post-Gazette in Pittsburgh, PA and the Blade in Toledo, OH. It also owns and operates four television stations and one wide-coverage Class A station, carrying 14 broadcast network affiliated channels (including NBC, ABC, CBS, and FOX, among others) in Lima, OH, Louisville, KY, and Champaign-Springfield-Decatur, IL. The Company reported revenue of approximately $527 million for the LTM period ended June 30, 2024. The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. BRIDGEWATER CASTLE: Hires Kutner Brinen Dickey Riley as Counsel --------------------------------------------------------------- Bridgewater Castle Rock Alf, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen Dickey Riley, P.C. as counsel. The firm will provide these services: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions which may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until final decree herein continuation of pending proceedings and to enjoin and stay until final decree herein commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. §362; and e. perform all other legal services for the Debtor which may be necessary herein. The firm will be paid at these rates: Jeffrey S. Brinen $515 per hour Jenny Fujii $410 per hour Jonathan M. Dickey $375 per hour Keri L. Riley $375 per hour Paralegal $100 per hour The firm received a retainer in the amount of $15,452.50. Jonathan M. Dickey, Esq., a partner at Kutner Brinen Dickey Riley, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jonathan M. Dickey, Esq. Kutner Brinen Dickey Riley, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: (303) 832-2400 Email: jmd@kutnerlaw.com About Bridgewater Castle Bridgewater Castle is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Bridgewater Castle Rock ALF, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-13319) on June 14, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Steve Jorgenson as CEO. Patrick R. Akers, Esq. at FENNEMORE CRAIG represents the Debtor as counsel. BURGERFI INTL: Delays 10-Q Filing Due to Impairment Review ---------------------------------------------------------- BurgerFi International, Inc. disclosed via Form 12b-25 filed with the U.S. Securities and Exchange Commission that it could not file its Quarterly Report on Form 10-Q for the quarter ended July 1, 2024 by the prescribed time period without unreasonable effort and expense because the Company encountered delays in completing the preparation and review of its financial statements for inclusion in the Form 10-Q due to the Company's ongoing assessment of goodwill and intangible assets for potential impairment. About BurgerFi Headquartered in Fort Lauderdale, Florida, BurgerFi International, Inc. is a multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. Miami, Florida-based KPMG LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 10, 2024, citing that the Company was not in compliance with the minimum liquidity requirement of its credit agreement, which constitutes a breach of the credit agreement and an event of default that raises substantial doubt about its ability to continue as a going concern. Net loss for the year ended January 1, 2024, was $30.7 million, as compared to a net loss of $103.4 million, for the year ended January 2, 2023. As of April 1, 2024, the Company had $252.61 million in total assets, $200.51 million in total liabilities, and $52.09 million in total stockholders' equity. CADUCEUS PHYSICIANS: Taps Marshack Hays Wood as General Counsel --------------------------------------------------------------- Caduceus Physicians Medical Group and Caduceus Medical Services LLC seek approval from the U.S. Bankruptcy Court for the Central District of California to hire Marshack Hays Wood LLP as general counsel. The firm's services include: a. advising Debtors of their rights, powers, and duties as debtors and debtors-in-possession in continuing to operate and manage their business and assets; b. advising Debtors concerning, and assisting in the negotiation and documentation of, agreements, debt restructurings, and related transactions; c. preparing on behalf of Debtors all necessary and appropriate applications, motions, pleadings, proposed orders, notices, and other documents, and reviewing all financial and other reports to be filed in their Chapter 11 cases; d. advising Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in their Chapter 11 cases; e. counseling Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; and f. performing all other legal services for and on behalf of Debtors that may be necessary or appropriate in the administration of their Chapter 11 cases or in the conduct of their bankruptcy cases and Debtors' business, including advising and assisting Debtors with respect to debt restructurings. The firm will be paid at these hourly rates: Partners $540 to $740 Senior Counsel $610 Of Counsel $500 to $650 Associates $360 to $500 Paralegals $290 to $340 In addition, the firm will seek reimbursement for expenses incurred. The firm received a total retainer of $83,476. David Wood, a partner at Marshack Hays, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David A. Wood, Esq. MARSHACK HAYS WOOD LLP 870 Roosevelt Irvine, CA 92620-3663 Tel: (949) 333-7777 Fax: (949) 333-7778 Email: dwood@marshackhays.com About Caduceus Physicians Medical Group Caduceus is a physician owned and managed multi-specialty medical group with locations in Yorba Linda, Anaheim, Orange, Irvine, and Laguna Beach. The Debtor specializes in primary care, pediatrics, & urgent care. Caduceus Physicians Medical Group and Caduceus Medical Services LLC concurrently filed their petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11945 & 24-11946, respectively) on August 1, 2024. The petitions were signed by Howard Grobstein as CRO. At the time of filing, Caduceus Physicians estimated $1 million to $10 million in both assets and liabilities, and Caduceus Medical posted up to $50,000 in both assets and liabilities. Judge Theodor Albert presides over the case. David A. Wood, Esq. at MARSHACK HAYS WOOD LLP represents the Debtors as counsel. CAIDLAKE TRANSPORT: Hires Matthew M. Johnson as Co-Counsel ---------------------------------------------------------- Caidlake Transport, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Matthew M. Johnson as co-counsel. Mr. Johnson's services include filing of monthly operating reports, maintaining necessary and regular contact with the client, assisting in preparation of exhibits to go with a Disclosure Statement and Plan, perform legal research requested/needed by the main counsel, Caldwell and Riffee, PLLC, and to perform other legal services as requested. Mr. Johnson will be paid at the rate of $200 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew M. Johnson, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matthew M. Johnson, Esq. 3818 MacCorkle Ave., SE Charleston, WV 25304 Telephone: (304)-942-8372 Email: Mmjesq24@gmail.com About Caidlake Transport, LLC Caidlake Transport, Inc., a company in Chapmanville, W.Va., filed Chapter 11 petition (Bankr. S.D. W.Va. Case No. 23-20198) on Nov. 14, 2023, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Robbie Cline, president, signed the petition. Judge B. McKay Mignault oversees the case. The Debtor tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee as its legal counsel. CELEBRATION COTTAGE: BIP Loses Bid to Designate Debtor as SARE -------------------------------------------------------------- Judge Joseph N. Callaway of the United States Bankruptcy Court for the Eastern District of North Carolina denied the motion filed by BIP Canton, LLC to designate Celebration Cottage AB, LLC as a single asset real estate entity. On December 4, 2020, the Debtor executed and delivered to BIP a promissory note secured by a recorded deed of trust on real property located at 302 Glenn Street, Atlantic Beach, North Carolina. The Note was made in the original amount of $1,249,967.39 with an original maturity date of December 4, 2021. The Note came due and was not paid but instead modified on March 28, 2022, which extended the maturity date to April 4, 2023, and imposed a variable interest rate of prime plus 3%. In addition, the principal indebtedness was increased to $1,399,967.39 The Debtor filed its voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code on June 14, 2024. It lists ownership of these real estate properties in its schedules: (1) Building and lot at 302 Glenn Street, Atlantic Beach, NC ("Lot 302 Cottage"); (2) Vacant lot at 304 Glenn Street, Atlantic Beach, NC ("Lot 304"); (3) Vacant lot at 307 Glenn Street, Atlantic Beach, NC ("Lot 307"); and (4) Building and lot at 1807 Bridges Street, Morehead City, NC ("1807 Bridges"). The Lot 302 Cottage and Lot 304 are contiguous oceanfront real estate; Lot 307 is across the street. 1807 Bridges is an estimated three miles away on the mainland, with Bogue Sound and a bridge buffering it from the other properties. The schedules reflect no other real property or tangible personal assets. BIP is the sole listed creditor, and it asserts a lien against the Lot 302 Cottage only. When the Debtor failed to pay the balance of the Note as modified, the parties continued to negotiate but eventually an impasse was reached. Before BIP initiated foreclosure proceedings, the Debtor filed its subchapter V Chapter 11 petition. Exclusive of attorneys' fees and legal expenses, BIP asserts that is currently owed at least $1,537,000 on the note as of the Petition Date. The Debtor is currently proceeding as a small business entity as defined in 11 U.S.C. Sec. 1182(1) in order to proceed under subchapter V. BIP argues the Debtor should instead be designated as a single asset real estate entity as defined at 11 U.S.C. Sec. 101(51B). BIP states that, considering the Debtor's prepetition business operations as a whole, the four properties constitute a single economic project, which generated substantially all of the Debtor's gross income and the Debtor did not conduct business other than operating the single project. If all three of these conditions apply to the case at hand, the Debtor is bound by requirements forced on SARE debtors by the Bankruptcy Code and many of the Debtor's perceived advantages as a subchapter V debtor would disappear. In its Response, the Debtor maintains that it is not a SARE debtor because the four parcels of real property do not operate in tandem as one project. In order to constitute a SARE, the following elements must each be met: (1) the asset consists of real property constituting a single property or project, other than residential real property with fewer than 4 residential units, (2) which generates substantially all of the gross income of a debtor who is not a family farmer, and (3) on which no substantial business is being conducted by a debtor other than the business of operating the real property and activities incidental thereto. 11 U.S.C. Sec. 101(51B). The court need not analyze the second and third elements because the Debtor has carried its burden to show it does not meet the first element of a SARE debtor. Judge Callaway says, "At the hearing, counsel for BIP asserted this case was more akin to In re Carolina Pediatric Eye Properties, LLC, No. 15-50036, 2015 WL 1806047 (Bankr. M.D.N.C. Mar. 26, 2015), arguing the Debtor here is only a holding company that simply owns real estate, while the non-debtor pre-petition operating entity (Cottage LLC) operated the actual business as of the Petition Date. However, while this argument has some merit regarding the adjacent properties located on the Atlantic Beach side of Bogue Sound (Lot 302 Cottage and Lots 304 and 307), it wholly ignores the presence of the fourth real estate asset located on the mainland side, 1807 Bridges. The testimony reveals that Cottage LLC did hold events at the Lot 302 Cottage that utilized Lots 304 and 307 for parking, food trucks, and even music acts. No independent businesses operated on the two vacant lots, and it is unclear from the record exactly when either of the vacant lots were actually listed for independent sale. However, it is indisputable that the fourth property, 1807 Bridges, is three miles away, over a bridge, is used as a residence by an owner of the Debtor, and has been rented for short-term lodging. More importantly, and unlike Lots 304 and 307, 1807 Bridges has never been used in conjunction with Lot 302 Cottage events. Further, the Debtor reports while going forward the Lot 302 Cottage may be rented through vacation or short-term rental websites like Airbnb.com, all three Atlantic Beach properties are being listed for sale in this chapter 11 case in an effort to satisfy the BIP claim. Meanwhile, 1807 Bridges, which has not been listed for sale, will continue to be used as a short-term rental in an effort to generate cash-flow. Considered together, the three Atlantic Beach properties and the Morehead City house do not constitute a single or unified business real estate project." As announced at the hearing, for independent reasons, BIP's request for relief from automatic stay -- also contained in the motion -- is held in abeyance for further hearing. That matter is set and noticed for further hearing on September 5, 2024, at 2:00 p.m. in Greenville, North Carolina. The automatic stay will remain in effect in the interim. A copy of the Court's decision dated August 21, 2024, is available at https://urlcurt.com/u?l=ijSNfi About Celebration Cottage AB LLC Celebration Cottage AB LLC owns four properties located in Morehead City, NC, and Atlantic Beach, NC having an aggregate value of $7.02 million. Celebration Cottage AB LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01991) on June 14, 2024. In the petition signed by Anita Horton, as member manager, the Debtor reports total assets of $7,023,000 and total liabilities of $1,527,257. Honorable Bankruptcy Judge Joseph N. Callaway oversees the case. The Debtor is represented by George Mason Oliver, Esq., at THE LAW OFFICES OF OLIVER & CHEEK, PLLC. CHARA SOFTWARE: Seeks to Hire Wynn & Associates as Legal Counsel ---------------------------------------------------------------- Chara Software LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Wynn & Associates, PLLC as counsel. The firm's services include: a. rendering legal advice with respect to the Debtor's powers and duties as debtor in possession, the continued operation of the Debtor's business, and the management of its property; b. preparing on behalf of the Debtor necessary motions, applications, orders, reports, pleadings, and other legal papers; c. appearing before this Court and the United States Trustee to represent and protect the interests of the Debtor; d. assisting with and participating in negotiations with creditors and other parties in interest in formulating a plan of reorganization, drafting such a plan, and taking necessary legal steps to confirm such a plan; e. representing the Debtor in all adversary proceedings, contested matters, and matters involving administration of this case; f. representing the Debtor in negotiations with potential financing sources, and preparing contracts, security instruments, and other documents necessary to obtain financing; and g. performing all other legal services that may be necessary for the proper preservation and administration of this Chapter 11 case. The Debtor has agreed to compensate Wynn and Associates on an hourly basis in accordance with the firm's ordinary and customary rates. The firm received a retainer in the amount of $30,000. Wynn & Associates, PLLC is disinterested as defined in 11 USC Sec. 101(14), according to court filings. The firm can be reached through: Michael A. Wynn, Esq. Wynn & Associates, PLLC 430 W 5th Street, Suite 400 Panama City, FL 32401 Telephone: (850) 303-7800 Email: michael@wynnlaw-fl.com About Chara Software LLC Chara Software LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr, N.D. Fla. Case No. 24-30647) on August 15, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Brian Martino as president/owner. Michael A. Wynn, Esq. at WYNN & ASSOCIATES PLLC represents the Debtor as counsel. CITIUS PHARMACEUTICALS: Oncology Unit Merges With TenX ------------------------------------------------------ Citius Pharmaceuticals, Inc. announced on August 12, 2024, that it has completed the previously announced merger of its oncology subsidiary with TenX Keane Acquisition, a publicly traded special purpose acquisition company. The combined company will operate as Citius Oncology, Inc. and is expected to begin trading on August 13, 2024, on the Nasdaq stock exchange under the ticker symbol CTOR. "This transaction is a significant milestone, providing us greater financial and strategic flexibility to advance our late-stage assets. We believe a publicly traded Citius Oncology offers a unique pure play investment opportunity and is better positioned to unlock the value of LYMPHIR, which was approved by the FDA last week. With this transaction, we look forward to launching LYMPHIR, facilitating future growth initiatives, and exploring additional potential oncology assets. It is our intention to distribute of a portion of our shares of Citius Oncology to Citius Pharma shareholders in the future," stated Leonard Mazur, Chairman and CEO of Citius Pharma and Citius Oncology. "This transaction also enables Citius Pharma to focus on growing and unlocking the value of other assets in its portfolio, including our novel Mino-Lok antibiotic lock solution which recently achieved primary and secondary endpoints in a Phase 3 Trial and is now another step closer to entering a $1.8 billion market," added Mazur. As it has in the past, Citius Oncology will operate under a shared services agreement with Citius Pharma for the services of several key members of the Citius Pharma team, led by Leonard Mazur, Chief Executive Officer, Jaime Bartushak, Chief Financial Officer and Dr. Myron Czuczman, Chief Medical Officer. Myron Holubiak will serve as Executive Vice Chairman of the Citius Oncology Board of Directors. About the Merger Pursuant to the agreement, TenX acquired Citius Pharma's wholly owned subsidiary via a merger, with the newly combined publicly traded company renamed Citius Oncology, Inc. As part of the transaction, all shares of Citius Pharma's wholly owned subsidiary were converted into the right to receive common stock of Citius Oncology. Citius Pharma holds approximately 90% of the newly public company. An additional 12.75 million existing options will be assumed by Citius Oncology. Advisors Maxim Group LLC is acting as exclusive financial advisor to Citius Pharma and Newbridge Securities Corporation is acting as exclusive financial advisor to TenX. Wyrick Robbins Yates & Ponton LLP is acting as legal advisor to Citius Pharma and Citius Oncology. The Crone Law Group P.C. is acting as legal advisor to TenX. About Citius Oncology, Inc. Citius Oncology will serve as a platform to develop and commercialize novel targeted oncology therapies. In August 2024, its primary asset, LYMPHIR, a specially engineered IL-2- diphtheria toxin fusion protein made using recombinant DNA technology, was approved by the FDA for the treatment of adults with relapsed or refractory CTCL who had had at least one prior systemic therapy. Management estimates the initial market for LYMPHIR currently exceeds $400 million, is growing, and is underserved by existing therapies. Robust intellectual property protections that span orphan drug designation, complex technology, trade secrets and pending patents for immuno-oncology use as a combination therapy with checkpoint inhibitors would further support Citius Oncology's competitive positioning. Citius Oncology is a publicly traded subsidiary of Citius Pharmaceuticals. For more information, please visit www.citiusonc.com About Citius Pharmaceuticals Inc. Headquartered in Cranford, N.J., Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com/-- is a late-stage pharmaceutical company dedicated to the development and commercialization of first-in-class critical care products with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products, and stem cell therapy. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated December 29, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Citius Pharmaceuticals disclosed a net loss of $32.54 million for the year ended Sept. 30, 2023, compared to a net loss of $33.64 million for the year ended Sept. 30, 2022. As of June 30, 2024, Citius Pharmaceuticals had $97.1 million in total assets, $10.8 million in total liabilities, and $86.3 million in total stockholders' deficit. CLR ADMIN: Seeks to Hire Beighley Myrick Udell as Special Counsel ----------------------------------------------------------------- CLR Admin Services, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Beighley, Myrick, Udell, Lynne + Zeichman, P.A., as special counsel. Prior to the filing of CLR's bankruptcy case, the firm filed the following pleadings: (i) three subpoenas duces tecum addressed to Alternative Global Three, LLC, Richard Cardinale, and Robert Giardina [DE #69, 70, and 84 in Case No. 24-10601]; (ii) a motion to compel Robert Giardina to comply with subpoena and reply relating to same [DE #125 in Case No. 24-10601]; and (iii) a response in opposition to Robert Giardina's motions for extension of time [DE #144 in Case No. 24-10601] The firm will continue to prosecute all matters relating to the Discovery including the taking of depositions. The firm will charge $300 to $700 for services rendered by attorneys. As disclosed in the court filings, Beighley, Myrick, Udell, Lynne + Zeichman does not represent or hold any interest adverse to the Debtor or the Debtor's bankruptcy estate with respect to Discovery. The firm can be reached through: Thomas G. Zeichman, Esq. Beighley, Myrick, Udell, Lynne + Zeichman, P.A. 490 2385 NW Executive Center Drive, Suite 250 Boca Raton, FL 33431, Phone: (561) 549-9036 Email: tzeichman@bmulaw.com About CLR Admin Services CLR Admin Services, LLC, offers advertising, public relations, and related services, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16135) on June 20, 2024. In the petition signed by Darren Silverman, manager, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Wernick Law PLLC as bankruptcy counsel and McDonald Hopkins, LLC as special counsel. CQENS TECHNOLOGIES: Lowers Net Loss to $895,176 in Fiscal Q2 ------------------------------------------------------------ CQENS Technologies Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $895,176 for the three months ended June 30, 2024, compared to a net loss of $1,095,522 for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $1,890,941, compared to a net loss of $2,281,829 for the same period in 2023. At June 30, the Company had an accumulated deficit of $25,745,726. As of June 30, 2024, the Company had $5,653,939 in total assets, $1,866,068 in total liabilities, and $3,787,871 in total stockholders' equity. Currently, the Company has recurring losses, with limited cash resources, with renewed research and development efforts and with no source of revenue sufficient to cover its operations costs over the next 12 months these may not allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4x3k3c4f About CQENS Technologies Inc. CQENS Technologies Inc. is a technology company that designs and develops innovative methods to heat plant-based and/or medicant-infused formulations to produce aerosols for the efficient and efficacious inhalation of the plant and medicant constituents contained therein. As of March 31, 2024, the Company had $2,618,621 in total assets, $1,900,352 in total liabilities, and $718,269 total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. CROWNROCK LP: S&P Withdraws 'BB+' ICR on Occidental Petroleum Deal ------------------------------------------------------------------ S&P Global Ratings withdrew its 'BB+' issuer credit rating on CrownRock L.P. following the company's acquisition by Occidental Petroleum Corp. (BB+/Stable/--). At the same time, S&P discontinued its 'BB+' issue-level ratings on CrownRock's unsecured notes due 2025 and 2029. CYTOSORBENTS CORP: Peter Mariani Named Chief Financial Officer -------------------------------------------------------------- CytoSorbents Corporation announced the appointment of Peter J. Mariani as Chief Financial Officer, effective August 14, 2024. Mr. Mariani will report to Dr. Phillip Chan, Chief Executive Officer of CytoSorbents. Concurrently, Kathleen P. Bloch, CytoSorbents' former CFO, announced her retirement from the Company effective as of the close of business today, and will continue to serve in an advisory role as a consultant to enable an effective transition. Mr. Mariani brings over 25 years of experience as a valued partner and strategic financial leader across several high growth medical device companies. Prior to joining CytoSorbents, Mr. Mariani served as CFO of Axogen, Inc (NASDAQ: AXGN), a medical technology company focused on peripheral nerve repair, from March 2016 to December 2023, most recently as its Executive Vice President & CFO from March 2021 to December 2023. At Axogen, Mr. Mariani was responsible for all finance and accounting functions, investor relations, information technology and security, and Global Quality. During his tenure, Axogen grew annual revenue from $27 million to nearly $160 million, expanded from one to four nerve repair clinical applications, raised approximately $250 million of capital, executed a comprehensive clinical evidence development and publication strategy, and completed a long-term facility build-out. Dr. Chan stated, "Pete is a seasoned and accomplished medical device CFO whose many successes at high growth publicly-traded companies such as Axogen, Hansen Medical, and Guidant Corporation, speak for themselves. He has consistently demonstrated a disciplined and rigorous approach to financial management, operational excellence, and strategic development both domestically and internationally that aligns perfectly with our next phase of expected rapid growth. Importantly, CytoSorbents today shares many similarities to Axogen when Pete joined as CFO in 2016, including with respect to its size, revenue base, U.S. market opportunity, and high margin business model. He has proven his ability to fund, scale, and manage impressive growth. As we pursue U.S. and Canadian marketing approval for DrugSorb-ATR and drive our OUS business with CytoSorb, we believe Pete will be an outstanding fit where his deep global experience and insight is expected to be vital to our success. We are thrilled to have Pete join CytoSorbents and be a key member of the management team." Prior to Axogen, Mr. Mariani was the Chief Financial Officer of Lensar, Inc., (NASDAQ: LNSR) which at the time was privately-held and a global leader in next generation femtosecond laser technology for refractive cataract surgery. Prior to Lensar, he served as Chief Financial Officer at Hansen Medical, Inc., a publicly traded company that designed and manufactured medical robotics for positioning and control of catheter-based technologies. Mr. Mariani's career also includes 12 years with Guidant Corporation, a global leader in the development and sale of medical devices for the treatment of cardiovascular disease. During his tenure at Guidant, he held senior financial positions of increasing importance, including Vice President of Finance and Administration, Guidant Japan, and Corporate Vice President, Controller and Chief Accounting Officer. He started his career at Ernst and Young, LLP, where he served a diverse client base as a Certified Public Accountant. Mr. Mariani earned a Bachelor of Science in accounting from Indiana University. "I am excited to join CytoSorbents during this pivotal time in the Company's history." stated Mr. Mariani. "The potential future marketing approval of DrugSorb-ATR by the U.S. Food and Drug Administration (FDA) and Health Canada would provide an exciting U.S. and Canadian entry point for the Company's technology in the large and important cardiac surgery market. The anticipated win-win-win value proposition for patients, surgeons, and hospitals, if approved, appears extremely compelling. Meanwhile the opportunity for CytoSorb® in critical care and cardiac surgery worldwide is massive with the anticipated prospects of stronger and sustained growth ahead. I look forward to partnering with this talented and dedicated team to further develop and execute our long-term growth strategy and bring improved outcomes to as many patients as possible with CytoSorbents' life-saving blood purification therapies." Dr. Chan concluded, "As we welcome Pete to CytoSorbents, we remain indebted to Kathy Bloch for her more than 11 years of dedication and leadership at the Company as a trusted colleague and friend, and for all of her contributions that have helped us achieve the success we have today. In particular, after her retirement as our CFO in March 2023, and interim CFO consultancy, Kathy selflessly came back in August 2023 to reprise her role as full-time CFO, and in the intervening 12 months, helped to secure the future of the Company with two key financings and orchestrating our cash conservation strategy. We are glad she will continue as a consultant to help manage a smooth CFO transition. On behalf of the CytoSorbents Board of Directors, its management team, and employees, we wish Kathy an enjoyable, relaxing, and well-deserved retirement." In connection with his appointment as the Company's chief financial officer, Mr. Mariani and the Company entered into an employment agreement with an initial term commencing on the Effective Date and ending on December 31, 2025. The Employment Agreement will automatically renew for additional terms of one year unless the Company or Mr. Mariani provide 60 days' written notice of non-renewal. In accordance with the terms of the Employment Agreement, Mr. Mariani will receive an annual base salary of $425,000 and will be eligible to receive an annual cash bonus equal to up to 45% of Mr. Mariani's base salary, payable contingent upon the achievement of annual management milestones and upon Mr. Mariani's general performance. Additionally, beginning in 2025, Mr. Mariani will also be eligible to receive annual equity awards at the discretion of the Board. Further information on the Employment Agreement, dated August 14, 2024, by and between the Company and Mr. Peter J. Mariani is available on the Company's Current Form 8-K at: https://tinyurl.com/mtncfkas About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure, and patient death. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations, and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Cytosorbents reported a net loss of $28.51 million attributable to common stockholders for the year ended Dec. 31, 2023, compared to a net loss of $32.81 million attributable to common stockholders for the year ended Dec. 31, 2022. As of June 30, 2024, CytoSorbents had $53,426,791 in total assets, $36,690,188 in total liabilities, and $16,736,603 in total stockholders' equity. CYTOSORBENTS CORP: Registers 8.15MM Shares for Issuance ------------------------------------------------------- CytoSorbents Corporation filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering 8,145,000 shares of the Company's common stock, par value $0.001 per share, which may be issued by the Company as more particularly described below: Plan Shares The Board of Directors of the Company approved an amendment to the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan, as amended and restated effective April 12, 2019. The Amendment was subsequently approved by the Company's stockholders at the Company's 2024 Annual Meeting of Stockholders held on June 6, 2024. The Amendment increased the number of shares of Common Stock to be reserved and authorized for issuance under the Plan by 7,500,000 shares to 20,900,000 shares of Common Stock. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements filed by the Company with the Securities and Exchange Commission (File Nos. 333-203244, 333-220630, and 333-233459), with respect to securities offered pursuant to the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan are hereby incorporated by reference to the extent not otherwise amended or superseded by the contents hereof. Inducement Awards On August 14, 2024, the Company entered into that certain Employment Agreement by and between the Company and the Chief Financial Officer of the Company, Peter J. Mariani, pursuant to which the Company issued to Mr. Mariani (i) 295,000 shares of Common Stock of the Company, which may be issued pursuant to certain inducement non-statutory stock option awards made to Mr. Mariani in accordance with the provisions set forth in the Mariani Employment Agreement and the inducement grant exception under NASDAQ Listing Rule 5635(c)(4) and (ii) 350,000 shares of Common Stock of the Company, which may be issued pursuant to the inducement restricted stock unit award made to Mr. Mariani in accordance with the provisions set forth in the Mariani Employment Agreement and the inducement grant exception under NASDAQ Listing Rule 5635(c)(4). A full-text copy of the Registration Statement is available at: https://tinyurl.com/mr27fsns About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure, and patient death. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations, and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Cytosorbents reported a net loss of $28.51 million attributable to common stockholders for the year ended Dec. 31, 2023, compared to a net loss of $32.81 million attributable to common stockholders for the year ended Dec. 31, 2022. As of June 30, 2024, CytoSorbents had $53,426,791 in total assets, $36,690,188 in total liabilities, and $16,736,603 in total stockholders' equity. D&R MACHINERY: Hires Neeleman Law Group as Legal Counsel -------------------------------------------------------- D&R Machinery, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Neeleman Law Group as legal counsel. The firm's services include: a. assisting the Debtor in the investigation of the financial affairs of the estate; b. providing legal advice and assistance to the Debtor with respect to matters relating to this case and creditor distribution; c. preparing all pleadings necessary for proceedings arising under this case; and d. performing all necessary legal services for the estate in relation to this case. The firm will be paid at these rates: Attorney $550 per hour Associates $450 per hour and Paralegal fees $200 per hour The firm received a retainer in the amount of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jennifer L. Neeleman, Esq., a partner at Neeleman Law Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jennifer L. Neeleman Neeleman Law Group 1403 8th Street Marysville, WA 98270 Tel: (425) 212-4800 Fax: (425) 212-4802 About D&R Machinery, LLC D&R Machinery, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash. Case No. 24-11717) on July 11, 2024. The Debtor hires Neeleman Law Group as legal counsel. DEAF STAR: Case Summary & Two Unsecured Creditors ------------------------------------------------- ADebtor: Deaf Star Studios, LLC 741 Lambert Dr. NE Atlanta, GA 30324-4145 Business Description: The Debtor is a recording studio in Atlanta, Georgia. Chapter 11 Petition Date: September 3, 2024 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 24-59255 Debtor's Counsel: Natalyn Archibong, Esq. LAW OFFICES OF NATALYN ARCHIBONG 374 Maynard Terrace SE Suite 206 Atlanta, GA 30316 Tel: (404) 626-9142 Email: nmarchibong@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by T'Challa Pesante as co-managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BTJNBAA/Deaf_Star_Studios_LLC__ganbke-24-59255__0001.0.pdf?mcid=tGE4TAMA DINORA INC: Seeks Approval to Hire Estelle Miller as Accountant --------------------------------------------------------------- Dinora Inc seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Estelle Miller, a certified public accountant practicing at Bellmore, New York. The accountant's services include: (a) gather and verify all pertinent information required to compile and prepare monthly operating reports; and (b) prepare monthly operating report for the Debtor. The accountant will be paid at $300 per report plus reimbursement for expenses incurred. The accountant received a retainer in the amount of $3,000 from the Debtor. Ms. Miller disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Estelle Miller, CPA Bellmore, NY 11710 Telephone: (347) 570-7002 Email: estellemillercpa@gmail.com About Dinora Inc Dinora Inc filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-42882) on July 11, 2024, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord presides over the case. Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents the Debtor as counsel. DINORA INC: Seeks to Hire Alla Kachan PC as Bankruptcy Counsel -------------------------------------------------------------- Dinora Inc seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Alla Kachan, P.C. as counsel. The firm will provide these services: (a) assist the Debtor in administering this Chapter 11 case; (b) make such motions or take such actions as may be appropriate or necessary under the Bankruptcy Code; (c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as it deem appropriate; (d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiate with the Debtor's creditors in formulating a plan of reorganization for this case; (f) draft and prosecute the confirmation of the Debtor's plan of reorganization in this case; and (g) render such additional services as the Debtor may require in this case. The firm will be paid at these hourly rates: Attorneys $475 Clerks $250 Paraprofessional $250 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the Debtor paid the firm a retainer in the amount of $15,000. Alla Kachan, Esq., an attorney at the Law Offices of Alla Kachan, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Facsimile: (347) 342-3156 Email: alla@kachanlaw.com About Dinora Inc Dinora Inc filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-42882) on July 11, 2024, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord presides over the case. Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents the Debtor as counsel. DURHAM CHARTER SCHOOL: S&P Assigns 'BB-' ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issuer credit rating to Durham Charter School, N.C. The outlook is stable. "The rating reflects our view of Durham Charter School's weak debt service coverage, elevated debt burden, construction and relocation risk, and inherent uncertainty associated with charter renewals," said S&P Global Ratings credit analyst John Miceli. The stable outlook reflects S&P's opinion that the school will successfully navigate transition risks associated with its movement to a new facility by maintaining its healthy demand profile and by increasing enrollment. EASTSIDE DISTILLING: Lowers Quorum Requirement in Bylaw Amendment ----------------------------------------------------------------- Eastside Distilling, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 14, 2024, the Company's Board of Directors amended the Company's Bylaws and adopted the Second Amended and Restated Bylaws. The amendment was made to the standard for quorum at a meeting of the shareholders, as set forth in Article II, Section 2.7 of the Bylaws, to reduce the standard from "a majority of the shares of stock entitled to vote" to "one-third of the shares entitled to vote" as follows: Previous Article II, Section 2.7 Section 2.7 Quorum. At each meeting of stockholders the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, unless otherwise required by applicable law. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation's stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation's stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum. Amended Article II, Section 2.7 Section 2.7 Quorum. At each meeting of stockholders the holders of one-third of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, unless otherwise required by applicable law. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation's stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation's stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum. About Eastside Distilling Headquartered in Portland, Oregon, Eastside Distilling, Inc. has been producing craft spirits in Portland, Oregon since 2008. The Company is distinguished by its highly decorated product lineup that includes Azunia Tequilas, Burnside Whiskeys, Hue-Hue Coffee Rum, and Portland Potato Vodkas. All Eastside spirits are crafted from natural ingredients for the highest quality and taste. Eastside's Craft Canning + Printing subsidiary is one of the Northwest's leading independent mobile canning, co-packing, and digital can printing businesses. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Eastside Distilling incurred a net loss of $7.5 million during the year ended December 31, 2023. As of June 30, 2024, Eastside Distilling had $16,589,000 in total assets, $18,523,000 in total liabilities, and $1,934,000 in total stockholders' deficit. ED'S COUNTRY: Hires Bush Law Firm LLC as Legal Counsel ------------------------------------------------------ Ed's Country Cooking & Bar-Bque, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgian to employ The Bush Law Firm LLC as counsel. The firm's services include: a. advising the Debtor-in-Possession as to the rights, powers and duties of a Debtor-in-Possession; b. preparing and filing the documents necessary to advance this case, including, but not limited to, answers, applications, motions, proposed orders, responses, schedules, and other necessary and required legal documents; c. representing the Debtor-in-Possession at the hearings in this matter; d. preparing and filing the status report and plan; e. defending challenges to the automatic stay set forth within 11 U.S.C. § 362(a); and f. providing such other legal services and/or preparing and/or filing such other documents as may be necessary for Debtor-in-Possession to carry out its duties and functions in this case. The firm will be paid at these rates: Associate attorney $175 per hour Paralegal $75 per hour The firm will be paid a retainer in the amount of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony B. Bush, Esq., a partner at The Bush Law Firm, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Anthony B. Bush, Esq. The Bush Law Firm, LLC Parliament Place Professional Center 3198 Parliament Circle 302 Montgomery, AL 36116 Tel: (334) 263-7733 Fax: (334) 832-4390 Email: abush@bushlegalfirm.com About Ed's Country Cooking & Bar-B-que, Inc., Ed's Country Cooking & Bar-Bque, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 24-80995) on Aug. 16, 2024. The Debtor hires The Bush Law Firm LLC as counsel. EL VINEDO: Hires Roberts Markel Weinberg Butler as Special Counsel ------------------------------------------------------------------ El Vinedo Homeowners Association, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Roberts Markel Weinberg Butler Hailey PC as special counsel. The firm will pursue action against a homeowner constructing a home in violation of the declarations and governing documents of the subdivision. The firm will be paid at these hourly rates: Shareholder $450 Senior Counsel $375 to $400 Associate Attorney $300 to $325 Law Clerk $175 Senior Paralegal $195 Paralegal $145 Clinton Brown, attorney with Roberts Marker, assured the court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The firm can be reached through: Clinton F Brown, Esq. Roberts Markel Weinberg Butler Hailey PC 317 Grace Lane, Suite 140 Austin, TX 78746 Tel: (512) 279-7344 Email: cbrown@rmwbh.com About El Vinedo Homeowners Association, Inc. El Vinedo Homeowners Association, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10789) on Sep. 25, 2023. At the time of filing, the Debtor estimated up to $50,000 in assets and $50,001 to $100,000 in liabilities. Stephen W. Sather, Esq. at Barron & Newburger, PC represents the Debtor as counsel. ELWOOD ENERGY: Moody's Hikes Rating on Senior Secured Notes to Ba3 ------------------------------------------------------------------ Moody's Ratings upgraded Elwood Energy LLC's (Elwood) senior secured notes to Ba3 from B1 and revised the outlook to stable from negative. RATINGS RATIONALE The rating upgrade for Elwood reflects Moody's view that its cleared capacity revenues from the PJM Interconnection, L.L.C. (PJM) 2025/26 auction combined with the cash trap mechanism embedded in its debt terms as well as its existing debt service reserves ensure sufficient liquidity to fully repay the debt through its July 5, 2026 maturity. The rating action also acknowledges changes made by PJM regarding capacity payment penalties which limit the potential exposure to Elwood should the project experience a severe weather event in the future. Elwood will receive $73.9 million in revenue for the 2025/26 PJM capacity auction planning year (June 2025 – May 2026), relative to $10.4 million in revenue it will receive for the 2024/25 planning year owing to the outcome of the most recent capacity auction. While near term cash flow plus ready access to internal and external liquidity reserves provide sufficient cushion to meet Elwood obligations over the next ten months, Elwood has also benefitted from capital contributions from the Sponsor Group when needed. In that vein, Moody's understand that the Sponsors provided Elwood with $22.5 million during 2023. The incentive to support the project incrementallly, should it surface over the next ten months, has greatly increased following the outcome of the 2025/2026 capacity auction. Beginning in June 2025, Elwood's internal cash flow generation will substantially surpass its required needs through the final debt maturity in July 2026. Also, Elwood's bond documents include a cash trap provision if its debt service coverage falls below 1.4x on a 48-month look-back and look-forward basis which restricts distributions to the sponsors until the debt's maturity in July 2026, increasing Moody's certainty that the remaining debt will be comfortably repaid on a timely basis. As of March 31, 2024, Elwood had $24 million outstanding on its fully amortizing corporate bond due July 2026, of which $12.7 million is due in January 2025. Elwood's liquidity includes access to a sponsor provided $20 million revolving credit facility and a six month debt service reserve Letter of Credit (LOC) which is recourse to the sponsor. While cash flow during the remainder of 2024 and the first part of 2025 will largely incorporate the results of the 2024/2025 capacity auction, Moody's expect Elwood will be able to to manage its liquidity during this interim period owing to the internal and external resources afforded to the project, including the potential for incremental equity support. Moreover, should an unexpected severe weather event occur during the upcoming winter, changes to the PJM's capacity performance penalty program cap penalties at 1.5x the capacity clearing price for the effective planning year, limiting Elwood's maximum capacity penalty in the extreme case to to $15.6 million for the 2024/2025 planning year. As of March 31, 2024, Elwood had $1.6 million of unrestricted cash and $3.2 million of restricted cash in addition to its undrawn $20 million sponsor-provided working capital facility. RATING OUTLOOK The stable outlook reflects Moody's expectation that Elwood will be able to manage its liquidity constraints through the 2024/25 winter season and that higher revenues will materialize in June 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING A rating upgrade is unlikely given the age and operating constraints on Elwood's assets, but one could occur if Elwood is able to expand its liquidity and produce debt service coverage ratios comfortably in excess of 2x. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- If Elwood is unable to produce power in a scarcity situation for an extended period of time or experiences a major operational disruption -- If state legislation further limits Elwood's operational flexibility PROFILE Elwood Energy LLC owns a 1,508 (winter) / 1,350 (summer) megawatt (MW) facility consisting of nine natural gas-fired, simple cycle units, located in Elwood, Illinois (about 50 miles southwest of Chicago). It competes in the COMED sub-region of PJM and operates as a peaking facility with an average capacity utilization factor around 2-5%. Elwood's bond will fully amortize by its maturity in July 2026. Elwood is owned by a 50%/50% joint venture between Electric Power Development Co., Ltd. (J-POWER) (A3 stable), a large, diversified Japanese power generation company and John Hancock Life Insurance Company (A2, stable), which Moody's evaluate on a consolidated basis with Manulife Financial Corp. US Operations. LIST OF AFFECTED RATINGS Issuer: Elwood Energy LLC Upgrades: Senior Secured, Upgraded to Ba3 from B1 Outlook Actions: Outlook, Changed To Stable From Negative Methodology The principal methodology used in this rating was Power Generation Projects published in June 2023. EMERALD X: S&P Upgrades ICR to 'B+' on Preferred Shares Conversion ------------------------------------------------------------------ S&P Global Ratings raised all its ratings on trade show operator Emerald X Inc. to 'B+' from 'B', including its issuer credit rating and issue-level ratings on the company's senior secured credit facility. S&P also affirmed its '3' recovery rating on the company's $110 million revolving credit facility and $415 million first lien term loan. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. S&P said, "The stable outlook reflects our expectation that Emerald's S&P Global Ratings-adjusted gross leverage will approach 4x in 2024 as a result of continued recovery trade show bookings. We also expect Emerald will maintain its high cash balance and adhere to its public leverage target ratio of maintaining S&P Global Ratings-adjusted gross leverage between 4.0x and 5.0x." On May 2024, trade show operator Emerald X converted its roughly $500 million balance of preferred shares to common equity. The upgrade to 'B+' reflects Emerald's recent preferred shares conversion and stable operating performance. S&P said, "In April 2024, we removed about $500 million of preferred stock from our adjusted debt calculations as the company exercised its right to mandate that all shares of its preferred stock were converted into shares of the company's common stock. As a result of the preferred stock conversion and modest operating performance through the first six months of 2024, our leverage calculation has declined to about 4.5x for the 12 months ended June 30, 2024. In the first half of 2024, Emerald's revenue grew about 5% year over year from improved pricing and incremental contribution from recent acquisitions. "We expect revenue to grow in the 7%-9% range in fiscal years 2024 and 2025 as the trade show markets recovers from improved customer supply chains and the company expands its international sales division. We believe the company has good revenue visibility into early 2025 due to favorable rebooking trends and pre-bookings. We expect EBITDA to grow even higher, in the 12%-14% area, in 2024 as the company benefits from recent investments and operating leverage. As a result, we forecast S&P Global Ratings-adjusted gross leverage to further improve to about 4x in fiscal 2024, well below our 5x upgrade leverage trigger. "We expect Emerald to maintain a conservative financial policy despite its financial sponsor ownership by Onex. "Financial sponsor Onex Corp. owns approximately 90% of Emerald's common equity as of June 2024 and therefore dictates Emerald's strategy and cash flow. We view financial sponsor ownership as a risk due to the company potentially engaging in leveraging transactions that maximize shareholder returns. Nonetheless, the company has reiterated its public financial leverage target of maintaining a net leverage ratio of 2.0x-3.0x on a company-adjusted basis, which translates to roughly 4.0x-5.0x on an S&P Global Ratings-adjusted basis. As such, we believe additional shareholder returns or tuck-in acquisitions that complement the company's existing offerings will be funded with balance sheet cash and free cash flow generation, which along with EBITDA growth would not impact our gross leverage calculations. We do not expect the company to pursue any large transformative acquisitions that increases its net leverage above its 3.0x net leverage ratio target. Furthermore, we do not expect the company will increase its debt levels when refinancing its capital structure before its 2026 maturity wall. "As of June 30, 2024, the company had about $193 million of cash on the balance sheet and we forecast reported free operating cash flow (FOCF) of about $60 million to $70 million in 2024 and $70 million to $90 million in 2025. In August 2024, the company announced it had reinstated its quarterly dividends payments, at an annualized level of about $12 million and a future target ongoing payout ratio of up to 25% of free cash flows. The company also had $23.2 million remaining available under its November 2023 share repurchase program as of June 30, 2024. As such, we forecast reported discretionary cash flow (DCF) of about $25 million to $35 million in 2024 and $45 million to $55 million in 2025. Although not considered in our base-case forecast, we believe the company could make opportunistic acquisitions that increase its presence in various industry verticals, although this could expose the company to execution and integration risks. Overall, we believe Emerald's sustained generation of free cash inflows enable it to continue investing in organic growth initiatives, shareholder returns, and opportunistic acquisitions." The trade show business is sensitive to economic cycles and business travel. Trade show management companies such as Emerald can be significantly impaired during economic cycles because most of its shows take place only once a year, and a postponement or cancellation of shows could have a substantial impact. Although S&P does not believe the U.S. economy is headed toward a recession, S&P Global Ratings economists forecast a cooling labor market and slowing GDP growth over the next 12 months. The company's profitability could be hindered, especially with its largely fixed cost structure, if customers curtail their budgets for nonessential business travel and advertising. Furthermore, Emerald's exhibitor and attendee count significantly depends on business travel, which has been somewhat affected by the prevalence of virtual meetings since the pandemic. Although the company's revenue base of $380 million is back to pre-COVID levels due to sales initiatives and tuck-in acquisitions, the company's S&P Global Ratings-adjusted EBITDA of roughly $94 million for the last twelve months ended June 30, 2024, is still about 22% below 2019 levels. S&P expects the company to continue investing in sales initiatives and technology to increase the number of exhibitors at its expositions, which could keep EBITDA margins below 2019 levels over the next two years. S&P said, "The stable outlook reflects our expectation that Emerald's S&P Global Ratings-adjusted gross leverage will approach 4x in 2024 as a result of continued recovery trade show bookings. We also expect Emerald will maintain its high cash balance and adhere to its public leverage target ratio of maintaining S&P Global Ratings-adjusted gross leverage between 4.0x and 5.0x." S&P could lower its ratings on Emerald if leverage rises above 5x, which could occur if: -- Macroeconomic headwinds and inflationary pressures cause trade show demand declines due to reduced marketing spend and depressed business travel; or -- The company adopts a more aggressive financial policy, pursuing large debt-financed dividends or acquisitions. An upgrade is unlikely within the next 12 months given S&P's forecast assumptions and the company's small EBITDA base. S&P could raise its ratings on Emerald if the company: -- Improves its EBITDA base to pre-COVID levels of around $150 million or higher because of consistent organic revenue growth, accretive acquisitions, and improving EBITDA margins above 30%; and -- Adheres to a more conservative financial policy such that S&P believes it could sustain S&P Global Ratings-adjusted gross leverage under 3.5x with sufficient cushion to weather revenue and EBITDA volatility from an economic downturn and leveraging transactions. ENDRA LIFE: Implements 1-for-50 Reverse Stock Split --------------------------------------------------- ENDRA Life Sciences Inc. announced the implementation of a 1-for-50 reverse stock split of the issued shares of its common stock, which became effective at 12:01 a.m. Eastern time on August 20, 2024. The Company's common stock continues to trade on The Nasdaq Capital Market under the symbol "NDRA." The new CUSIP number for the common stock is 29273B 401. The Reverse Stock Split is intended to increase the bid price of the common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The Company's stockholders authorized the reverse stock split at the Company's annual meeting of stockholders held on August 6, 2024, with the final ratio subsequently determined by the Company's Board of Directors. As a result of the Reverse Stock Split, every 50 shares of the company's pre-split common stock issued and outstanding will be automatically reclassified into one new share of the Company's common stock. This will reduce the number of shares outstanding from approximately 72.4 million shares to approximately 1.4 million shares and the number of authorized shares of the Company's common stock from 1,000,000,000 to 20,000,000. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting from the Reverse Stock Split. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's equity plans, as applicable. The Reverse Stock Split will not affect the par value of the common stock. The combination of, and reduction in, the issued shares of common stock as a result of the Reverse Stock Split will occur automatically at the effective time of the reverse stock split without any additional action on the part of the Company's stockholders. The Company's transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send stockholders of record holding their shares electronically in book-entry form a transaction notice indicating the number of shares of common stock held after the Reverse Stock Split. Stockholders who hold their shares through a broker, bank, or other nominee will have their positions adjusted to reflect the reverse stock split, subject to their broker, bank, or other nominee's particular processes, and are not expected to be required to take any action in connection with the Reverse Stock Split. Additional information regarding the Reverse Stock Split can be found in the Company's definitive proxy statement for the annual meeting of stockholders of the Company held on August 6, 2024, which was filed with the U.S. Securities and Exchange Commission on June 25, 2024, a copy of which is available at www.sec.gov and on the Company's website. About ENDRA Life Headquartered in Ann Arbor, Mich., ENDRA Life Sciences Inc. -- http://www.endrainc.com-- is the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS), a groundbreaking technology that characterizes tissue similar to an MRI, but at 1/40th the cost and at the point of patient care. TAEUS is designed to work in concert with the more than 700,000 ultrasound systems in use globally today. TAEUS is initially focused on the non-invasive assessment of fatty tissue in the liver. Steatotic liver disease (SLD, formerly known as NAFLD-NASH) is a chronic liver disease spectrum that affects over two billion people globally, and for which there are no practical diagnostic tools. Beyond the liver, ENDRA is exploring several other clinical applications of TAEUS, including non-invasive visualization of tissue temperature during energy-based surgical procedures. New York, N.Y.-based RBSM LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of June 30, 2024, ENDRA Life Sciences had $10,442,529 in total assets, $1,448,588 in total liabilities, and $8,993,941 in total stockholders' equity. ENLINK MIDSTREAM: Moody's Puts 'Ba1' CFR on Review for Upgrade -------------------------------------------------------------- Moody's Ratings placed EnLink Midstream, LLC's (ENLC) ratings on review for upgrade, including its Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and Ba1 backed senior unsecured notes rating. ENLC's SGL-2 Speculative Grade Liquidity (SGL) rating remains unchanged. Previously, ENLC's outlook was stable. Moody's also placed ENLC's subsidiary, EnLink Midstream Partners, LP's (ENLK, and collectively with ENLC, EnLink) ratings on review for upgrade, including its Ba1 senior unsecured notes rating and Ba3 series C preferred stock rating. Previously, ENLK's outlook was stable. GIP III Stetson I, L.P.'s (GIP III Stetson I) ratings and stable outlook have been reviewed in the rating committee and remain unchanged, including its B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR) and the B1 backed senior secured term loan rating. The term loan borrowers are GIP III Stetson I and GIP III Stetson II, L.P. (GIP III Stetson II, and collectively with GIP III Stetson I, GIP III Stetson). The borrowers are jointly and severally liable with respect to the term loan. GIP III Stetson is owned by Global Infrastructure Partners (GIP). These rating actions follow the agreement entered into by ONEOK, Inc. (ONEOK, Baa2 stable) to acquire GIP's entire interest in EnLink, consisting of 43% of EnLink's common units and 100% of its managing member interests for total cash consideration of $3.3 billion.[1][2] The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions, including Hart-Scott-Rodino Act clearance. After the closing of the purchase of GIP's interests in EnLink, ONEOK intends to pursue the acquisition of the publicly held common units of EnLink in a tax-free transaction. Moody's expect that GIP III Stetson will be required to use part of the disposition proceeds to fully repay its term loan and its ratings would likely be withdrawn at that time. "The potential ownership by ONEOK is a positive for EnLink given ONEOK's stronger credit profile," said Amol Joshi, Moody's Ratings Vice President and Senior Credit Officer. "Prior to ONEOK's potential acquisition of the publicly held common units of EnLink, the transaction with GIP should result in reduction in EnLink's overall debt burden due to the expected repayment of its current controlling owner's term loan." RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EnLink's ratings were placed on review for upgrade based on their potential ownership by ONEOK which has a much stronger credit profile and financial resources. Prior to ONEOK's potential acquisition of the publicly held common units of EnLink, Moody's expect reduction in EnLink's overall debt burden including its controlling owner's debt due to the expected repayment of the term loan at GIP III Stetson. Moody's review will focus on the execution of the initial transaction purchasing GIP's ownership in EnLink and ONEOK's subsequent pursuit of the acquisition of the remaining third party ownership in EnLink. Assuming that EnLink becomes a wholly owned subsidiary of ONEOK and if EnLink's debt remains outstanding and is guaranteed by ONEOK, then EnLink's ratings would be upgraded to ONEOK's rating level. If EnLink were to be an unguaranteed subsidiary of ONEOK post-acquisition and continue to provide separate audited financial statements going forward, then its ratings would likely be upgraded based on the debt reduction achieved and anticipated parental support. However, the ratings upgrade would likely be limited to Baa3 unless there are further significant changes to EnLink's stand-alone credit profile. If EnLink's debt were to remain outstanding but not be guaranteed and have no separate audited financial statements, then its ratings would likely be withdrawn. ONEOK and GIP have reached a definitive agreement for ONEOK to acquire GIP's entire interest in EnLink, consisting of 43% of EnLink's common units and 100% of its managing member interests for total cash consideration of $3.3 billion. These common units and managing member interest are owned by GIP III Stetson and are pledged as collateral for its term loan. Since ONEOK is not acquiring GIP III Stetson, GIP III Stetson's ratings are unchanged. GIP III Stetson will be required to use part of the disposition proceeds to fully repay its term loan and its ratings would likely be withdrawn at that time. The principal methodology used in these ratings was Midstream Energy published in February 2022. EnLink Midstream, LLC is a publicly traded company engaged in midstream energy services through its subsidiary EnLink Midstream Partners, LP, including the gathering, processing, fractionation, transportation and marketing of natural gas, natural gas liquids and crude oil in several US regions, including in the STACK, Cana and Arkoma Woodford Shales, Barnett Shale, Permian Basin and Louisiana. GIP III Stetson owns controlling interests in the EnLink companies. It is owned by GIP. ENSERVCO CORP: Star Equity, Affiliates Report 19.69% Stake ---------------------------------------------------------- Star Equity Holdings, Inc. disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of August 9, 2024, the firm and its affiliates -- Star Equity Fund, LP, Star Equity Fund GP, LLC, Star Investment Management, LLC, Jeffrey E. Eberwein, manager of Star Equity GP and Star Investment Management, and Star Value Investments, LLC -- beneficially owned shares of Enservco's common stock: A. Star Equity Holdings Star Equity Holdings, as the parent of Star Value, sole member of Star Management, and limited partner of Star Equity Fund may be deemed the beneficial owner of the 9,024,035 Shares beneficially owned by Star Equity Fund. Percentage: 19.69% B. Star Equity Fund As of the close of business on August 9, 2024, Star Equity Fund beneficially owned 9,024,035 Shares. Percentage: 19.69% C. Star Equity GP Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the 9,024,035 Shares owned by Star Equity Fund. Percentage: 19.69% D. Star Investment Management Star Investment Management, as the investment manager of Star Equity Fund, may be deemed the beneficial owner of the 9,024,035 Shares owned by Star Equity Fund. Percentage: 19.69% E. Mr. Eberwein Mr. Eberwein, as the manager of Star Equity GP and Star Equity Management, may be deemed the beneficial owner of the 9,024,035 Shares owned by Star Equity Fund. Percentage: 19.69% F. Star Value Star Value, as the sole member of Star Equity GP may be deemed the beneficial owner of the 9,024,035 Shares owned by Star Equity Fund. Percentage: 19.69% The aggregate percentage of the Shares reported owned by the Reporting Persons is based upon 45,841,886 Shares outstanding as of June 30, 2024, which is the total number of Shares reported as outstanding in the Company's most recent Quarterly Report on Form 10Q, filed with the Securities and Exchange Commission on August 14, 2024. A full-text copy of the Star Equity's SEC Report is available at: https://tinyurl.com/4rh8nprd About Enservco Enservco -- www.enservco.com -- provides a range of oilfield services through its various operating subsidiaries, including hot oiling, acidizing, frac water heating, and related services. The Company has a broad geographic footprint covering major domestic oil and gas basins across the United States. Houston, Texas-based Pannell Kerr Forster of Texas, P.C., the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has a significant working capital deficiency, has recurring 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. For the years ended December 31, 2023 and 2022, Enservco incurred net losses of $8.5 million and $5.6 million, respectively. ENTERGY NEW ORLEANS: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------------- S&P Global Ratings revised Entergy New Orleans LLC's (ENO) outlook to stable from developing. S&P also affirmed all its ratings on ENO including its 'BB' issuer credit rating. The stable outlook on ENO reflects S&P's view the company will implement a resiliency plan that reduces the risks of sustained outages and high damages from severe storms, while financial measures improve such that stand-alone FFO to debt is consistently greater than 12%. S&P believes New Orleans' regulatory construct has steadied. In 2021, the NOCC announced its plan to study the future ownership of ENO, which could of resulted in the sale of the company to a lower rated entity, potentially weakening credit quality. Subsequently, we believe the New Orleans regulatory construct has stabilized. Since 2021, the NOCC has issued several constructive regulatory orders that supports ENO's credit quality. This includes a securitization order, allowing ENO to recover storm restorations costs, an extension of ENO's formula rate plan (FRP), and a settlement agreement with System Energy Resources. These developments steadies S&P's view of the New Orleans regulatory construct and accordingly, it revised ENO's outlook to stable from developing. S&P said, "The pace of climate change raises credit risks for the company. In our view, the utility's service territory has severe storm and hurricane risks. The company's exposure to severe storms including hurricanes, a low-lying service territory along the Gulf Coast, and its relatively limited size and diversity to help absorb the effect of such storms present material credit risks. Furthermore, weather events have been growing in severity. To reflect these rising risks, we revised ENO's FFO to debt downgrade threshold to 12% from 10% and revised its upgrade threshold to 18% from 17%." Investment in resiliency is necessary to reduce risk. While the company has some tools to recover costs following a severe storm, including a limited storm reserve (about $82 million) and securitization, further investments in resiliency is needed to reduce credit risks. In July 2022, ENO filed a preliminary plan for storm hardening and resiliency for an approximate cost of $1.5 billon. The NOCC determined that ENO should narrow its proposal and in April 2023, ENO filed an approximate $560 million resilience plan over five years. The NOCC requested that ENO narrows its proposed plan to three years, and in March 2024, ENO filed a $168 million three-year resilience plan. We expect that the NOCC will approve a continuous and sustained resiliency plan that will gradually reduce the company's risks of sustained outages and high damages from severe weather events. S&P said, "We continue to assess the company's business risk profile as satisfactory. We base our assessment of ENO's business risk profile on its small size, limited regulatory, and business diversity, and susceptibility to physical risks. The company's business risk is affected by the propensity and severity of storm activity within ENO's service territory along the Gulf Coast, as well as the utility's limited ability to protect against severe storms. Because of these risks, we assess the company at the lower half of the range of its business risk profile category, compared to peers." Supporting its business risk profile is the NOCC's generally constructive regulatory framework. ENO operates under an FRP, providing cash flow stability, and ENO also benefits from a storm reserve and securitization laws that we assess as supportive of credit quality. S&P said, "We continue to assess the financial risk profile as significant. Under our current base case, we expect ENO's stand-alone FFO to debt will improve to 16% to 18%. We assess ENO's financial risk profile under our medial volatility financial benchmarks, reflecting the company's regulated utility operations and generally effective management of regulatory risk. These benchmarks are more relaxed compared with those we use for a typical corporate issuer. "We expect that ENO's 2024 stand-alone FFO to debt will weaken to about 10%, reflecting a one-time a tax benefit of $78 million that was recorded as a regulatory liability, which will be refunded to ratepayers over 25 years. We expect ENO's future financial performance will improve, reflecting the middle of the range for its financial risk profile category. A material base case assumption is the extent of the resilience plan approved by the NOCC. Currently, ENO's proposed $168 million three-year capital resiliency spending is representative of ENO's entire annual capital spending budget. "We continue to assess ENO as nonstrategic subsidiary of Entergy. We believe that it is unlikely that ENO would receive extraordinary support from Entergy group--particularly in times of severe stress. This reflects our view of ENO's small contribution to the Entergy consolidated group at about 3% of consolidated EBITDA. It also reflects our view that ENO is highly susceptible to severe storms with considerably higher physical risks that Entergy's other subsidiaries and that ENO is not a growth platform for the Entergy group. "The stable outlook on ENO reflects our view that the company will implement a resiliency plan that reduces the risks of sustained outages and high damages from severe storms, while financial measures improve such that stand-alone FFO to debt is consistently greater than 12%. "We could lower our ratings on ENO over the next 12 months if the company does not implement a resiliency plan that gradually reduces its exposure to severe storms, its ability to consistently manage regulatory risk weakens, or business risk increases. We could also lower the ratings over the next 12 months if ENO's standalone FFO to debt remains consistently below 12%, which could occur if ENO experiences a severe weather event that causes extensive damages or sustained customer outages. "Although less likely, we could raise our ratings on ENO over the next 12 months if the company effectively manages regulatory risk, implements a continuous resiliency plan, and improves FFO to debt to consistently greater than 18%, without any increase to business risk. "Environmental factors are a negative consideration in our credit rating analysis of ENO, namely because its service territory has severe storm and hurricane risks. The company's exposure to severe storms including hurricanes, a low-lying service territory along the Gulf Coast, and relatively limited size and diversity to help absorb the impact of such storms are negative factors in our rating analysis. We expect the service territory to have ongoing exposure to severe storms that can lead to significant liabilities and damage to the infrastructure. Social factors are negative because of reputational damage after severe storms and hurricanes including Hurricane Katrina and Hurricane Ida." ESCAMBIA OPERATING: Hires Maynard Nexsen P.C. as Special Counsel ---------------------------------------------------------------- Drew McManigle, the Trustee for Escambia Operating Company, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Maynard Nexsen P.C. as special litigation counsel. The firm will serve as legal counsel in undertaking to identify, analyze and pursue prospective claims and causes of action the Debtors may hold against Moncla Workover & Drilling Operations, L.L.C. The firm will be paid at $430 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan N. Parrott, Esq., a partner at Maynard Nexsen P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Evan N. Parrott, Esq. Maynard Nexsen P.C. 11 N. Water Street, Suite 24290 Mobile, AL 36602 Tel: (251) 206-7449 Email: eparrott@maynardnexsen.com About Escambia Operating Company Escambia Operating Company, LLC and its affiliates, Escambia Asset Company, LLC and Blue Diamond Energy, Inc., filed Chapter 11 petitions (Bankr. S.D. Miss. Lead Case No.23-50491) on April 2, 2023, with $10 million to $50 million in both assets and liabilities. Judge Jamie A. Wilson oversees the cases. The Debtors tapped Patrick A. Sheehan, Esq., and Steve Wright Mullins, Esq., as bankruptcy attorneys. Drew McManigle, the Chapter 11 trustee appointed in the Debtors' cases, tapped Jones Walker, LLP as bankruptcy counsel; MACCO Restructuring Group, LLC as financial advisor; M P Boots Petroleum Engineering Services, LLC as valuation advisor; and Matthews, Cutrer and Lindsay, PA as accountant. ESCAMBIA OPERATING: Trustee Hires Bracewell as Special Counsel -------------------------------------------------------------- Drew McManigle, the Trustee for Escambia Operating Company, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Bracewell LLP as special litigation counsel. The Debtor needs the firm's legal assistance in connection with the investigation and pursuit of claims, damages, and other compensation from Moncla Workover & Drilling Operations, L.L.C. related to Moncla's workover services on the Debtors' GB Booth 36-14#1, located in Atmore, Alabama, during which Moncla dropped 1,000 feet of pipe approximately 12,500 feet downhole, damaging the Debtors' booth well. The firm will be paid as follows: a. 25 percent of any gross value obtained within the first 90 days following the date of the agreement; or b. 40 percent of any gross value obtained 91 or more days after the date of the agreement. Bryan S. Dumesnil, Esq., a partner at Bracewell LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bryan S. Dumesnil, Esq. Bracewell LLP 711 Louisiana Street, Suite 2300 Houston, TX 77002 Tel: (713) 221-1520 Fax: (800) 404-3970 Email: bryan.dumesnil@bracewell.com About Escambia Operating Company Escambia Operating Company, LLC and its affiliates, Escambia Asset Company, LLC and Blue Diamond Energy, Inc., filed Chapter 11 petitions (Bankr. S.D. Miss. Lead Case No.23-50491) on April 2, 2023, with $10 million to $50 million in both assets and liabilities. Judge Jamie A. Wilson oversees the cases. The Debtors tapped Patrick A. Sheehan, Esq., and Steve Wright Mullins, Esq., as bankruptcy attorneys. Drew McManigle, the Chapter 11 trustee appointed in the Debtors' cases, tapped Jones Walker, LLP as bankruptcy counsel; MACCO Restructuring Group, LLC as financial advisor; M P Boots Petroleum Engineering Services, LLC as valuation advisor; and Matthews, Cutrer and Lindsay, PA as accountant. EVANGELICAL HOMES: Fitch Lowers IDR to 'B-', Outlook Negative ------------------------------------------------------------- Fitch Ratings has downgraded Evangelical Homes of Michigan's (EHM) ratings to 'B-' from 'BB' on approximately $32 million of series 2013 revenue bonds issued by the Michigan Strategic Fund and the Economic Development Corporation of the city of Saline, MI on behalf of the Evangelical Homes of Michigan Obligated Group (EHM OG, dba EHM Senior Solutions). Fitch has also downgraded EHM OG's Issuer Default Rating (IDR) to 'B-' from 'BB'. The Rating Outlook is Negative. The ratings have been removed from Under Criteria Observation. Entity/Debt Rating Prior ----------- ------ ----- Evangelical Homes of Michigan (MI) LT IDR B- Downgrade BB Evangelical Homes of Michigan (MI) /General Revenues/1 LT LT B- Downgrade BB The downgrade to 'B-' in part reflects revisions to the U.S. Public Finance Not-For-Profit Life Plan Community Rating Criteria that provide more clarity on the drivers of revenue defensibility for those life plan communities (LPCs), like Evangelical, that have more skilled nursing facilities (SNFs) than independent living units (ILUs), as well as the enhanced guidance provided by the revised criteria on attributes of LPCs that should be rated in the 'B' category and below. The 'B-' rating and Negative Outlook also reflects a significantly weakened financial profile related to softer operating performance during a very challenging post pandemic operating environment combined with a high debt load with debt service payments that peaked in FY23. The annual debt service coverage ratio of 1.01x, and 53 days cash on hand ratio (based on unaudited FY24 ended 4/30) fall below the required level 1.2x and 75 days, respectively, requiring a consultant engagement under the master trust indenture. Although there was some operating improvement in FY23 and FY24 as occupancy levels have slowly recovered following the pandemic, some labor and expense pressure remains and the improved cash flow does not offset and the higher debt service burden. Fitch expects operations to be less volatile but remain at levels that are consistent with the weak operating risk assessment, with cash flow that will marginally cover expenses including debt service, but with limited ability to replenish the balance sheet, particularly in times of stress. EHM's financial profile remains weak, with liquidity depleting to $4.65 million (down from about $11 million in 2021), relative to adjusted debt of about $33.6 million that includes a pension obligation. Fitch expects leverage metrics to remain weak with very little financial cushion remaining, even when including anticipated FEMA funds of about $3.5 million. SECURITY The bonds are secured by a pledge of unrestricted receivables of the Obligated Group, a mortgage on the revenue-generating property and structures on the three campuses, and two separate debt service reserve funds. KEY RATING DRIVERS Revenue Defensibility - 'bb' Occupancy Levels Rebounding EMH's revised Revenue Defensibility assessment to 'bb' from 'bbb' reflects revisions to the U.S. Public Finance Not-For-Profit Life Plan Community Rating Criteria. Under the revised criteria, the characteristic of revenue sources being split somewhat evenly between Medicare, Medicaid and private pay, and EHM's historical SNF occupancy are more consistent with the 'bb' assessment and contribute to the revision, although SNF occupancy has shown improvement over in the past year. EHM operates in a favorable market area around Saline, MI and the broader Washtenaw County, but had challenges with occupancy that began with the pandemic. Occupancy levels are steadily returning with enhanced marketing efforts with Independent living (IL) occupancy currently at 96%, compared to just 68% in FY23. Assisted living (AL) and memory support occupancy has reached over 95%, and Skilled nursing including rehabilitation is at 88%% occupancy. Management has focused on reducing staffing vacancies with updated wages and bonus structure and vacancies and turnover have reduced. These occupancy trends have continued into FY25. EHM operates the only full-service rental LPC in Washtenaw County, and competition stems primarily from two standalone ILU/AL unit facilities and three SNFs. The competitive landscape has remained generally unchanged over the last several years. Demographic indicators in Washtenaw County, which includes Ann Arbor, are favorable with above average population growth and income levels. The real estate market in the county is strong, although, as a rental community EHM is somewhat insulated from real estate trends. Operating Risk - 'bb' Continued Operating Improvement Needed to Comfortably Cover Debt Service EHM operates a SNF, a rehabilitation center, and a rental contract retirement community. EHM also offers life care contracts through its LifeChoices program for community residents who live in their own homes, providing individual with home-based services as needed. Existing life care contracts approximate just under 3% of net revenues. EMH's operating assessment of 'bb' reflects thin historical operating performance. Operations have been volatile but have shown improvement in FY23 and FY24 (unaudited) with the rebounding occupancy. Operating cost flexibility is weak with an average operating ratio of 103%, and net operating margin (NOM) of 1.8% and NOM-adjusted of 2.1% over the last five years. Operating performance showed meaningful improvement in FY23 and FY24 with average operating ratio of 99%, and NOM of 5.3% and NOM-adjusted of 2.1%, benefitting from key rate increases, enhanced marketing efforts and labor efficiencies. Positive operating trends have continued into the 1Q25. Despite operating improvement, EHM is in breach of the debt service coverage covenant (calculating 1.01x compared to the 1.2x test) and the days cash on hand covenant (with 53 days compared to the 75-day test) for FY24. EMH had covenant breaches in prior years as well, but complied in FY23. Capex have been relatively light averaging under 75% of depreciation over the past five years. The average age of plant was 14 years as of in FY23, Fitch anticipates very moderate capital spending in the near term as EHM works to restore the balance sheet. The SNF has High levels of Medicaid at that are a significant contributor to operating revenues. EHM's skilled nursing revenues typically account for over 55% of total resident service revenues and Medicaid accounts for about 45% of SNF revenues. EHM's capital-related metrics are mixed with maximum annual debt service (MADS) as a percentage of revenue that is manageable at 7.2% in FY24. However, constrained cash flow has weakened EHM's ability to comfortably service debt. Debt-to-net available measured 12.7x in FY24, consistent with the weak assessment. EHM has an underfunded defined benefit (DB) Church pension plan. The funded status is low at under 20% at the absolute value of the underfunded status (about $8.0 million at FYE 2023) in conjunction with the high debt level constrains financial flexibility. Financial Profile - 'b and below' High Debt Load EHM carries a high debt load with about $33 million in debt that includes a pension obligation of about $6 million (capped at 80%). Cash-to-adjusted debt has eroded over recent years and is currently at about 12%, providing very limited financial flexibility. Anticipated employee retention funds of about $3 million should help to restore liquidity and enhance financial flexibility, as well as potentially up to $3 million in FEMA relief funds. However, Fitch expects leverage metrics to remain weak with cash-to-adjusted debt of just under 20% in the near term when including FEMA funds. No new debt is planned. EHMs liquidity profile has presents an asymmetric risk with days cash on hand of 53 days in fiscal 2024 (unaudited and calculated by management). Fitch believes that EHM's financial flexibility can absorb limited operating pressure at the current rating level. EHM's key leverage metrics steadily improve as occupancy rebounds, remaining consistent with the 'b' financial profile assessment through Fitch's stress case scenario that assumes a portfolio stress followed by recovery. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Unrestricted cash and investments deteriorate to where capital-related metrics and cash-to-adjusted debt no longer supports the current rating; - Operations fail to improve to the degree that coverage covenants are met and the balance sheet begins to recover. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained operating improvement with debt service coverage remaining over 1.2x. - Significant improvement in leverage position with cash-to-adjusted debt sustained at 25% or higher. PROFILE EHM operates a SNF, a rehabilitation center (the Redies Center), and a rental contract retirement community (Brecon Village), all in Saline, MI. Additional operations include home care and home support, senior housing, hospice care and memory support services in southeastern Michigan. EHM Senior Solutions (the consolidated system of which EHM OG is the primary member) also includes non-obligated entities, namely LifeChoices, providing at home life care. EHM's total operating revenue measured about $36 million in unaudited fiscal 2023 (April 30 YE). EVOKE PHARMA: Regains Compliance With Nasdaq Listing Requirements ----------------------------------------------------------------- Evoke Pharma, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 15, 2024, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the Company has regained compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) and the minimum bid price matter is now closed. The letter was pursuant to a previous letter received on February 21, 2024, from Nasdaq, indicating, as previously reported, that the Company was not then in compliance with the Minimum Bid Price Requirement because its common stock had failed to maintain a minimum bid price of $1.00 or more for 30 consecutive business days. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com/-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The company developed, commercialized, and markets GIMOTI, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adults. San Diego, California-based BDO USA, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Evoke Pharma reported a net loss of $7.79 million for the year ended Dec. 31, 2023, compared to a net loss of $8.22 million for the year ended Dec. 31, 2022. As of June 30, 2024, the Company had $12,136,215 in total assets, $9,471,257 in total liabilities, and $2,664,958 in total stockholders' equity. FYM LLC: Seeks to Hire Raskin & Berman as Legal Counsel ------------------------------------------------------- FYM, LLC seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to employ Law Firm of Raskin & Berman to serve as legal counsel in its Chapter 11 case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Russell D. Raskin, Esq., a partner at Law firm of Raskin & Berman, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Russell D. Raskin, Esq. Law firm of Raskin & Berman 116 East Manning Street Providence, RI 02906 Tel: (401) 421-1363 About FYM LLC FYM, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 24-10543) on August 8, 2024, with $1 million to $10 million in assets and liabilities. James T. Mullowney, Jr., sole member, signed the petition. Russell D. Raskin, Esq., at Raskin & Berman represents the Debtor as legal counsel. GLENSIDE PIZZA: Case Summary & 14 Unsecured Creditors ----------------------------------------------------- Debtor: Glenside Pizza, Inc. d/b/a Glenside Pizza 274 North Keswick Avenue Glenside, PA 19038 Business Description: The Debtor owns and operates a pizza restaurant. Chapter 11 Petition Date: September 3, 2024 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 24-13096 Debtor's Counsel: Ellen M. McDowell, Esq. MCDOWELL LAW, PC 46 West Main St. Maple Shade, NJ 08052 Tel: 856-482-5544 Fax: 856-482-5511 Email: emcdowell@mcdowelllegal.com Total Assets: $121,500 Total Liabilities: $1,512,137 The petition was signed by Vasilios Zonios as owner/president. 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/5GVNJGI/GLENSIDE_PIZZA_INC_dba_GLENSIDE__paebke-24-13096__0001.0.pdf?mcid=tGE4TAMA GOEASY LTD: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Ratings has affirmed goeasy Ltd.'s Ba3 corporate family rating and Ba3 senior unsecured debt ratings. goeasy's outlook remains stable. RATINGS RATIONALE The ratings affirmation reflects Moody's unchanged view of goeasy's creditworthiness, which is supported by the firm's solid franchise as a leading provider of alternative financial services in Canada's subprime consumer lending market and its strong profitability and capitalization. The ratings also reflect the credit risks associated with a possible deterioration in asset quality driven by a weakening economic environment, and the inherent regulatory risks pertaining to goeasy's pricing and business practices. goeasy's profitability remained solid in 2023 and through the first half of 2024, as evidenced by Moody's-adjusted ratio of net income to average managed assets of 6.7% and 5.7% (annualized) in these periods, respectively. goeasy improved its revenue diversity in recent years with expansion into consumer auto financing, secured lending and lease-to-own financing. The firm's revenue diversity efforts also included the 2021 acquisition and successful integration of LendCare, a point of sale consumer finance company. The firm's sound risk culture underpins its track record of consistent loss rates that have driven stable profitability and well-managed asset risk. However, the firm's key credit challenge, which is inherent in its business profile, is its high exposure to subprime consumer credit, making it vulnerable to a turn in the economic cycle and regulatory risk. Its asset quality performance has remained relatively stable, with annualized net charge-offs of 9.2% of average gross loans for the first half of 2024, modestly higher than the 8.9% reported for 2023 but in line with the 8.9% to 9.7% range since 2020 and consistent with management's target of 8%-10%. Moody's expect modest credit deterioration in the current economic environment and this is reflected in the increase in recent delinquency trends. Problem loans as a percentage of gross receivables climbed to 4.6% at 30 June 2024 from 2.2% at December 31, 2023. Management does not expect a significant uptick in loss rates despite the higher delinquencies due to tighter collection practices and a higher mix of secured loans (44% at 30 June 2024 versus 36% at 30 June 2022). Management expects these factors to offset the pressures associated with economic conditions such that migration to charge-offs could remain stable. Nevertheless, Moody's view credit risk as heightened in the current environment. goeasy has strong capitalization, which protects creditors against unexpected losses, with Moody's-adjusted tangible common equity to tangible managed assets of 20.5% at June 30, 2024. goeasy's Ba3 senior unsecured rating, which is at the same level as its CFR, is driven by the volume of senior unsecured debt in its capital structure and the availability of unencumbered assets to support senior unsecured creditors. The affirmation of the senior unsecured rating is based on Moody's expectation that goeasy will successfully continue its routine refinancing of maturing senior notes at least a year in advance with $320 million of senior unsecured debt maturing on May 1, 2026. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS goeasy's ratings could be upgraded if its risk management practices continue to effectively support strong asset quality through the cycle, while the firm also maintains or improves its existing profitability and capitalization levels. The pending implementation of regulatory rules that would tighten the maximum allowable customer interest rate will require further changes in goeasy's business activities, and the demonstration of the successful navigation these rules would likely be necessary before Moody's would consider a ratings upgrade. An upgrade of the CFR could lead to an upgrade of the senior unsecured rating, but this would also be dependent upon the evolution of goeasy's capital structure. goeasy's ratings could be downgraded should there be a material deterioration in asset quality that results in net charge-offs being sustained above 10%. A significant reduction in capital, profitability or liquidity could also result in a ratings downgrade. The ratings could also be downgraded should goeasy not refinance its maturing debt at least a year in advance of the maturity date. The senior unsecured rating could be downgraded should goeasy's capital structure evolve in a manner that is unfavorable to senior unsecured creditors, such as a reduction in unencumbered assets available to support unsecured creditors. The principal methodology used in these ratings was Finance Companies published in July 2024. GRESHAM WORLDWIDE: Ault Terminates Merger After Chapter 11 Filing ----------------------------------------------------------------- Gresham Worldwide, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received notice from Ault Disruptive Technologies Corporation, a Delaware corporation of the termination of the Agreement and Plan of Merger entered into on June 23, 2024, by and among the Acquiror, the Company and ADRT Merger Sub, Inc., a Delaware corporation. The notice stated that the Company's filing of petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code for the District of Arizona constitutes a Terminating Company Breach. Subject to Section 11.02 of the Merger Agreement, the Acquiror terminated the Merger Agreement pursuant to Section 11.01(b)(i) of the Merger Agreement, effective immediately. About Gresham Worldwide Gresham Worldwide, Inc. designs, manufactures, and distributes purpose-built electronics equipment, automated test solutions, power electronics, supply and distribution solutions, as well as radio, microwave, and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry and the healthcare market. Gresham Worldwide sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-06732) on Aug. 14, 2024. In the petition filed by Lutz P. Henckels, chief financial officer, the Debtor disclosed $32,859,000 in assets and $39,786,000 in liabilities as of June 30, 2024. Judge Scott H. Gan oversees the case. Patrick A. Clisham, Esq., at Engelman Berger, PC serves as the Debtor's counsel. GRESHAM WORLDWIDE: Faces Note Default; Arena Takes Legal Action --------------------------------------------------------------- Gresham Worldwide, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 12, 2024, the Company received a Notice of Event of Default; Event of Default Redemption Notice in reference to those Senior Secured Convertible Notes in the principal amounts of $2,000,000 each dated October 11, 2023 issued by the Company to Walleye Opportunities Master Fund Ltd and Arena Investors, LP. The Company was previously notified by Arena pursuant to those certain letters dated April 26, 2024 and June 6, 2024, each entitled "Notice of Events of Default; Reservation of Rights", that the Subject Defaults and the Additional Defaults have occurred and are continuing under the Transaction Documents. The Notice alleged such Specified Defaults have occurred and are continuing constituting Events of Default under the Senior Notes. The Notice claimed all indebtedness outstanding in respect to each Senior Note is currently due and payable and the Investors demand its immediate payment and redemption in full at the Event of Default Redemption Price. Arena, as the collateral agent and administrative agent with respect to the Senior Notes, and the other Transaction Documents continues to reserve all rights, remedies and powers and nothing herein shall or be deemed to waive, limit, modify, prejudice, or otherwise adversely affect any such rights, remedies or powers under the Transaction Documents, by statute, at law or in equity. Arena has sued the Company in the New York County Supreme Court, State of New York arising from the Specified Defaults under its Senior Note. The Company is defending the litigation and alleges that the Arena Senior Note is usurious and unenforceable. The action taken in Item 103 above was as a result of a non-judicial foreclosure sale Arena as collateral agent had scheduled for August 15, 2024, which sale has been stayed as a result of the filing of the petition. Additionally, on August 12, 2024, the Company received a notification from Arena for releasing and implementing the Resignation Letter in accordance with Section 4(d) of the Senior Note. The Resignation Letter provided for the resignation of Jonathan Read as the Company's Chief Executive Officer and as a director upon certain Events of Default, effective upon release and implementation. On August 13, 2024, the Company's Board of Directors reappointed Jonathan Read as the Company's Chief Executive Officer, effective immediately, and as a director following the meeting of the Board of Directors held that day. Mr. Read was not appointed pursuant to any arrangement or understanding with any person, and Mr. Read does not have any family relationships with any directors or executive officers of the Company. About Gresham Worldwide Gresham Worldwide, Inc. designs, manufactures, and distributes purpose-built electronics equipment, automated test solutions, power electronics, supply and distribution solutions, as well as radio, microwave, and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry and the healthcare market. Gresham Worldwide sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-06732) on Aug. 14, 2024. In the petition filed by Lutz P. Henckels, chief financial officer, the Debtor disclosed $32,859,000 in assets and $39,786,000 in liabilities as of June 30, 2024. Judge Scott H. Gan oversees the case. Patrick A. Clisham, Esq., at Engelman Berger, PC serves as the Debtor's counsel. H K AUTOMOTIVE: Case Summary & Seven Unsecured Creditors -------------------------------------------------------- Debtor: H K Automotive, Inc. 5526 1340 South Suite 437 Herriman, UT 84096 Business Description: The Debtor sells automotive parts, accessories, and tires. Chapter 11 Petition Date: September 4, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-11926 Judge: Hon. Laurie Selber Silverstein Debtor's Local Counsel: Ericka F. Johnson, Esq. BAYARD P.A. 600 N. King St. Suite 400 Wilmington, DE 19801 Tel: (302) 429-4275 Fax: (302) 658-6395 Email: ejohnson@bayardlaw.com Debtor's Bankruptcy Counsel: TILL LAW GROUP Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Houshang Neyssani as president and sole shareholder. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ITIDTQY/H_K_Automotive_Inc__debke-24-11926__0001.0.pdf?mcid=tGE4TAMA HONEY DO FRANCHISING: Hires Touchstone Valuation as Accountant -------------------------------------------------------------- Honey Do Franchising Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Touchstone Valuation, PLC as accountant. The firm will review and analyze current metrics utilized by the Debtor, provide a report of recommendations regarding key performance indicators that the Debtor will use to train and educate franchise operators/owners and enable them to increase productivity and revenues. The firm estimates fees will be approximately $3,700 which will be billed at $300 per hour together with out-of-pocket expenses. The firm requests a retainer of $7,500. Travis McMurray, owner of Touchstone Valuation, assured the court that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Travis McMurray, CPA The Touchstone Valuation PLC 3101 Browns Mill Road Ste 6 PMB 210 Johnson City, TN 37604 About Honey Do Franchising Group Honey Do Franchising Group, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-50596) on June 14, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Thomas Brad Fluke, chief executive officer, signed the petition. Judge Rachel Ralston Mancl presides over the case. Brenda G. Brooks, Esq., at Moore & Brooks represents the Debtor as legal counsel. HONEY DO FRANCHISING: Seeks to Hire Franchise CPA as Accountant --------------------------------------------------------------- Honey Do Franchising Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire The Franchise CPA as accountant. The firm will provide accounting services to the bankruptcy estate; specifically, the preparation of the 2023 federal income tax return and ongoing tax consulting services. The firm will charge $800 for preparation of the 2023 tax return and $150 per hour for consulting on financial and tax matters. The Franchise CPA does not hold or represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Barry Knepper, CPA The Franchise CPA 736 Verona Dr Melville, New York 11747 Phone: (646) 327-7013 Email: info@thefranchisecpa.com About Honey Do Franchising Group Honey Do Franchising Group, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-50596) on June 14, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Thomas Brad Fluke, chief executive officer, signed the petition. Judge Rachel Ralston Mancl presides over the case. Brenda G. Brooks, Esq., at Moore & Brooks represents the Debtor as legal counsel. HOPEMAN BROTHERS: Committee Taps Caplin & Drysdale as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Hopeman Brothers, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Caplin & Drysdale, Chartered, as its counsel. The firm's services include: (a) preparing on behalf of the Committee all necessary motions, applications, pleadings, memoranda, proposed orders, reports, and other legal documents; (b) assisting and advising the Committee with respect to its powers and duties as a creditors' committee under the Bankruptcy Code and with respect to the proposed liquidation of the Debtor; (c) attending meetings and negotiating with representatives of the Debtor, any of its insurance carriers, the future claimants' representative (if one is appointed), and other parties in interest in the Chapter 11 Case; (d) representing the Committee before this Court and any appellate courts, and communicating with the Committee regarding the matters heard and issues raised, as well as the decisions and directives of this Court and any appellate courts; (e) representing the Committee in actions to protect, preserve, and/or maximize the value of the Debtor's estate, including the prosecution of actions on behalf of the estate and negotiations concerning all litigation in which the Committee may be involved; (f) assisting and advising the Committee in its examination and analysis of the Debtor's conduct and financial affairs; (g) representing the Committee in connection with any negotiation or preparation of a chapter 11 plan and all related documents; (h) assisting the Committee in the filing with the Court, and the solicitation of acceptances or rejections, of any chapter 11 plan of which the Committee is a proponent; (i) reviewing and analyzing all applications, motions, orders, operating reports, schedules, and statements of financial affairs filed and to be filed with this Court by the Debtor or any interested party in this case; advising the Committee as to the necessity and propriety of the foregoing and their impact on the rights of creditors represented by the Committee and on the Chapter 11 Case generally; and after consultation with and approval of the Committee or its designee(s), consenting to appropriate orders on its behalf or otherwise objecting thereto; (j) coordinating the receipt and dissemination of information prepared by and received from the Debtor's accountants or other professionals retained by the Debtor, as well as such information as may be received from professionals engaged by the Committee or other parties, as applicable; (k) assisting and advising the Committee with regard to communications to creditors represented by the Committee regarding the Committee's efforts, progress, and recommendations with respect to matters arising in the Chapter 11 Case as well as any proposed chapter 11 plan; and (l) performing all other necessary legal services and providing all other necessary legal advice to the Committee in connection with the Chapter 11 Case. The firm will be paid at these hourly rates: Members and Senior Counsel $675 - $1,750 Of Counsel $650 - $1,410 Associates $395 - $735 Paralegals $385 - $540 In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Caplin & Drysdale disclosed that: a. Caplin & Drysdale did not agree to any variations from, or alternatives to, its standard billing arrangements for this engagement. b. None of the professionals from Caplin & Drysdale included in this engagement will vary their rate based on the geographic location of the Debtor's Chapter 11 Case. c. Caplin & Drysdale did not represent the Committee at any time in the 12 months prepetition. Kevin Maclay, a member of Caplin & Drysdale, disclosed in the court filings that his firm neither holds nor represents an interest adverse to the Committee and is a "disinterested person" under Secs. 101(14) and 328(c) of the Bankruptcy Code. The firm can be reached through: Kevin C. Maclay, Esq. Todd E. Phillips, Esq. Jeffrey A. Liesemer, Esq. Nathaniel R. Miller, Esq. CAPLIN & DRYSDALE, CHARTERED 1200 New Hampshire Avenue, NW, 8th Floor Washington, DC 20036 Telephone: (202) 862-5000 About Hopeman Brothers During the 1980s, Hopeman Brothers, Inc. transitioned its business away from ship joining and into manufacturing check-out counters used in commercial retail stores such as Walmart. In 2002, Hopeman spun off its cabinet-making business into Cinnabar Solutions, Inc. In 2003, Hopeman sold substantially all of its remaining shipbuilding-related assets to an unrelated party, US Joiner LLC, pursuant to an asset purchase agreement, dated as of December 23, 2003. Since the asset sale in 2003, Hopeman has had no business operations and exists solely to defend and, when appropriate, settle asbestos-related claims. Hopeman Brothers filed Chapter 11 petition (Bankr. E.D. Va. Case No. 24-32428) on June 30, 2024, with $50 million to $100 million in both assets and liabilities. The Debtor tapped Hunton Andrews Kurth, LLP as bankruptcy counsel; Blank Rome, LLP as special insurance counsel; Courington, Kiefer, Sommers, Marullo & Matherne, LLC as special asbestos counsel; and Stout Risius Ross, LLC as financial advisor. Kurtzman Carson Consultants, LLC is the claims and noticing agent. ICM HOLDINGS: Hires Lane Law Firm PLLC as Counsel ------------------------------------------------- ICM Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Lane Law Firm PLLC as counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these cases. The firm will be paid at these rates: Robert C. Lane $595 per hour Joshua Gordon $550 per hour Associate attorneys $500 per hour Paraprofessionals $250 per hour The firm received a retainer in the amount of $40,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, a partner at Lane Law Firm PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. Lane Law Firm PLLC 6200 Savoy, Suite 1150 Houston, Texas 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 About ICM Holdings, LLC ICM Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 24-33828) on August 21, 2024. The Debtor hires Lane Law Firm PLLC as counsel. ICON COLLECTIVE: Hires Shemanolaw as Bankruptcy Counsel ------------------------------------------------------- Icon Collective, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Shemanolaw as bankruptcy counsel. The firm will provide these services: a. advise and counsel the Debtor regarding matters of bankruptcy law; b. represent the Debtor regarding its legal rights and responsibilities under the Bankruptcy Code and the FRBP, the LBR, the United States Trustee Notices and Guides, and to assist the Debtor in the administration of its bankruptcy estate; c. advise the Debtor with respect to the negotiation, preparation and confirmation of a plan of reorganization; d. represent the Debtor in proceedings or hearings before the Bankruptcy Court in matters involving bankruptcy law or in litigation in the Bankruptcy Court in matters relating to bankruptcy law; e. assist the Debtor in the preparation of reports, accounts, applications and orders involving matters of bankruptcy law; and f. provide such other services as are typically rendered by counsel for a debtor in possession in a chapter 11 case. The firm will be paid at the rate of $695 per hour The firm received retainer in the amount of $45,000. In addition, the firm will seek reimbursement for its out-of-pocket expenses. David B. Shemano, Esq., a partner at Shemanolaw as Bankruptcy Counsel, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David B. Shemano, Esq. 1801 Century Park East, Suite 2500 Los Angeles, CA 90067 Tel: (310) 492-5033 Email: dshemano@shemanolaw.com About Icon Collective Icon Collective LLC is a music production school in Los Angeles, California. Icon Collective sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16266) on August 6, 2024. In the petition filed by David Alexander Valencia, as manager, the Debtor reports total assets as of August 2, 2024 amounting to $9,378,313 and total liabilities as of August 2, 2024 of $11,461,435 The Honorable Bankruptcy Judge Deborah J. Saltzman oversees the case. ICON PARENT: S&P Assigns 'B-' ICR on Acquisition by KKR ------------------------------------------------------- S&P Global Ratings assigned a 'B-' issuer credit rating to the new entity, Icon Parent I Inc. (d/b/a Instructure). S&P assigned a 'B-' issue-level and '3' recovery ratings to Icon Parent I Inc.'s $225 million revolving credit facility and $1.7 billion first-lien term loan. S&P also assigned a 'CCC' issue-level rating and '6' recovery rating to its $365 million second-lien term loan. Instructure Holdings Inc. announced it has entered into a definitive agreement to be acquired by global investment firm KKR & Co. Inc. The transaction will be funded by a new $1.7 billion first-lien term loan, $365 million second-lien term loan, and sponsor equity. S&P said, "The stable outlook reflects our view that Instructure will maintain its leadership position in the North American learning management system (LMS) market. It also reflects the company's high level of recurring revenue as well as its expectation that the company will continue to grow its business in mid- to high-single-digit percent area, generate positive free operating (FOCF), and maintain adequate liquidity. "Our rating on Instructure reflects its leadership position in the North American LMS market, Canvas's brand recognition, a growing education software market, and good revenue visibility through its highly recurring revenue model. These factors are offset by company's modest scale, geographic concentration, narrow end-market focus within the education software market, and high leverage. "We expect Instructure to maintain its leading market position, but note that market shares could change over time.Instructure is well known for its main product Canvas, which is an open source cloud-native LMS. The company is a market leader in both higher education and K-12 LMS markets in North America with approximately 47% and 33% market share, respectively. Over the past decade, the company has doubled its market share in the higher education and K-12 LMS markets by consistently growing faster than its direct peers, mainly by capturing market share from Blackboard and Moodle. This has resulted in a substantial gap between Instructure and the second-largest players, Brightspace in higher education and Schoology in K-12, with market share gaps of around 30% and 12%, respectively. "We believe Instructure will continue to capture market share from legacy and point solution providers. However, we expect further market share gains will be slower than the historical pace given its already-strong presence in higher education, which is fully penetrated and K-12 markets, where schools may prefer free platform providers such as Google classroom over paid LMS. "We believe Canvas enjoys a good brand recognition in the LMS market. The company's large installed base and good brand value also contribute to its advantage in winning new customers, as customer decisions are often influenced by word-of-mouth and the choices of other reputable institutions in the LMS market, which is reflected in its win rate of over 69% (as per the company) for new RFP bids since 2021. "However, unlike other software markets such as enterprise resource planning (ERP), where switching vendors can be costly or cumbersome, we view switching costs in the LMS market as relatively low. Therefore, risk of customers switching to other vendors is high in the LMS market if Instructure does not perform as per customer's expectations or if its competitors develop a better platform or solution." Despite its strong market position, Instructure's scale is relatively modest, with revenue of over $600 million in 2023 (pro forma for the Parchment acquisition). The company operates mainly in the LMS business and generates around 80% of its revenue from North America. This narrow focus on a single end-market segment and geographic concentration makes its financial performance potentially susceptible to fluctuations in demand. Furthermore, the LMS market is highly competitive, with new entrants and existing players constantly innovating and improving their offerings. To maintain its position as the market leader, Instructure will need to continue investing in research and development to improve its platform, enhance its user experience, and stay ahead of the competition. S&P said, "We expect mid- to high-single-digit revenue growth over the short to medium term. The company experienced exceptional demand as a result of changes in educational delivery during the COVID-19 pandemic, resulting in 21% revenue CAGR between 2020 and 2023. We expect revenue growth to range from the mid- to high-single-digit area over the short to medium term. We expect the company's growth in the U.S. higher education market will primarily come from existing install bases through cross-selling and upselling, as well as replacing legacy systems, as the U.S. higher education market is largely penetrated. The company is also focused on expanding in the international higher education space, which is less penetrated and would support the company's growth in install base. We expect the company's growth in the K-12 space will mainly come from the North American market by cross-selling/upselling within its install base and acquiring new customers, with many school districts lacking paid LMS solutions." The company has about 94% recurring revenues, with a gross retention rate of 93% and net retention of 103% as of December 31, 2023. Even though the company's contract length varies between 1 to 5 years based on product and end market, it benefits from longer-term contracts in the NORAM LMS higher education market with an average contract term of about 4 years. However, NORAM LMS K-12 contracts are relatively shorter at 2 years on average. Instructure's contracts are non-cancelable with built in annual price escalator. The non-cancelable nature of these contracts and high proportion of recurring revenue provide good revenue predictability and visibility. This is further supported by its remaining performance obligations (RPO) of about $935 million, as of second quarter of fiscal 2024, of which about 76% is expected to be recognized over the next 24 months. S&P said, "We expect leverage to remain high and the company will maintain adequate liquidity. The company currently maintains a healthy S&P Global Ratings-adjusted EBITDA margin profile in the mid-30% range but we expect this to decline to the mid-20% range in fiscal 2025 due primarily to cash payments for unvested restricted stock units and performance stock units (RSU/PSU), which we treat as an operating expense. The expected value of these unvested RSU/PSU is approximately $115 million as of December 31, 2024, and the company plans to make these payments over a four-year period, with a front-loaded structure. As the RSU payments decrease each year, we anticipate an improvement in the EBITDA margin. Meanwhile, the anticipated RSU payment of around $53 million in fiscal 2025 will pressure the company's S&P Global Ratings-adjusted FOCF, which is projected to be around $10 million. We also project that S&P Global Ratings-adjusted leverage will be about 9x in fiscal 2024 and increase to the high-10x area by fiscal 2025, primarily driven by RSU/PSU payments, without which leverage would likely remain at around 8.5x in fiscal 2025. "The company's acquisition strategy includes both tuck-ins and larger acquisitions. While we anticipate continued tuck-in acquisitions, we do not expect a large acquisition in the near term as we expect the company will focus on integrating Parchment, acquired in February 2024. The company maintains sufficient liquidity, with a pro forma cash balance of $113 million as of June 30, 2024, and an undrawn revolver of $225 million at closing. We expect the company to maintain similar level of liquidity under the new ownership despite the upcoming RSU/PSU payments. "The stable outlook reflects our view that Instructure will maintain its leadership position in the North American LMS market. It also reflects the company's high level of recurring revenue as well as our expectation that the company will continue to grow its business in mid- to high-single-digit percent area, generate positive FOCF, and maintain adequate liquidity. "Although unlikely given our expectation for revenue growth and positive free cash flow generation, we could lower our rating on Instructure if it faces increased competition or declining market share that causes its free cash flow after debt service to be negative with no prospects for improvement, leading us to view its capital structure as unsustainable. "We would consider upgrading Instructure if it generates sustained revenue growth and maintains its market share in the North American LMS market while improving its leverage below the 7.5x area and increases its free cash flow-to-debt ratio to about 5% on a sustained basis." INNOVATE CORP: Moody's Alters Outlook on 'Caa1' CFR to Negative --------------------------------------------------------------- Moody's Ratings affirmed INNOVATE Corp.'s Corporate Family Rating at Caa1 and 8.5% Senior Secured Notes' rating at Caa2, downgraded its Probability of Default Rating to Caa2-PD from Caa1-PD, and revised the ratings outlook to negative from stable. The Speculative Grade Liquidity ("SGL") Rating remains at SGL-4. Governance considerations under the Moody's ESG framework, including financial strategy and risk management, were a key driver of the rating action. RATINGS RATIONALE The negative outlook and the downgrade of the PDR were primarily driven by the company's debt maturity profile, reflecting Moody's concerns about the company's ability to address the multiple tranches of maturing debt within the next 12 months. Given the elevated leverage and weak liquidity profile, INNOVATE is likely to amend the conditions and extend the maturity of its $20 million holding company revolver due in May 2025, its $135 million Infrastructure subsidiary (DBM Global) revolver due in August 2025, and its $70 million Broadcasting subsidiary (Spectrum) notes due in August 2025. Such actions could be considered as distressed exchanges by us as limited or no other options exist for INNOVATE to avoid a default on the maturing debt considering the company's liquidity and leverage position. Additionally, the rating reflects the expectation that DBM Global will be the only positive cash flow generating business under the INNOVATE umbrella in the foreseeable future and the holding company has limited ability to direct existing cash to address maturing debt at its Life Science and Broadcasting segments due to liquidity maintenance requirements pursuant to its $330 million 8.5% Senior Secured Notes indenture. Moody's view favorably the successful completion of the rights offering in April 2024 and the redemption of intercompany preferred stock by INNOVATE's infrastructure business, which unlocked $41.8 million in proceeds remitted to the parent holding company. Moody's also understand that MediBeacon has continued working with the FDA to seek full approval on its kidney function monitoring device. Gaining FDA's approval would unlock the full commercialization capability and likely catalyze the monetization of MediBeacon, an event Moody's view as credit enhancing. INNOVATE's rating is also supported by the collateral value of its other operating subsidiary assets. INNOVATE's SGL-4 rating reflects the company's weak liquidity. As of June 30, 2024, INNOVATE had $43.6 million of cash at the holding company level and no additional availability under the $20 million corporate revolver. The successful rights offering in April 2024 and the remittance of $41.8 million from the redemption of its intercompany obligations with its Infrastructure subsidiary should provide sufficient liquidity to service the holding company's various cash obligations (e.g., corporate overhead, interest expense) for at least the next two quarters. Beyond then, the holding company will rely on its operating subsidiaries' capacity to upstream proceeds, potential asset sales, and equity issuances for additional liquidity. The exact timing and amount of these potential liquidity sources are uncertain. The negative outlook reflects (1) an elevated risk for distressed exchanges due to looming maturities for its corporate holding company revolver and various subsidiary debts; (2) uncertainty on timing and outcome regarding the potential sale of its life sciences asset to delever and catalyze a refinancing of the company's capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of the company's ratings could be considered if the company strengthens its liquidity profile, including addressing near-term debt maturities, lowers its leverage ratio below 6.5x (Debt/Dividends), and improves cash flow generation at its operating subsidiaries such that the operating companies are able to more consistently upstream dividends or payments to cover the holding company's cash obligations. A downgrade could occur if INNOVATE's leverage ratio (Debt/Dividends) is sustained above 10.0x or if it makes additional debt financed acquisitions of companies with limited cash generating capabilities. Further reduction in liquidity or a distressed exchange could also result in a downgrade. Headquartered in New York, New York, INNOVATE Corp. is a holding company whose principal focus is on acquiring or entering into combinations with businesses in diverse segments. The company's principal holdings include controlling interests in DBM Global Inc., a North American engineering, modeling, steel fabrication and erection company and through its GrayWolf subsidiary provides maintenance, repair, installation, outage and turnaround services. In addition to DBM Global (Infrastructure), the company owns or has investments in other businesses, including in life sciences (Pansend, R2, MediBeacon) and over-the-air broadcast television (Spectrum). INNOVATE generated $1.4 billion in revenues during the trailing 12 months ended June 30, 2024. The principal methodology used in these ratings was Construction published in September 2021. JMG VENTURES: Hires Richman & Richman as Bankruptcy Counsel ----------------------------------------------------------- JMG Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Richman & Richman LLC as general bankruptcy counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties as debtor in possession and the continued management and operation of its businesses and properties; (b) assisting the Debtor with the continuation of DIP operations and monthly reporting requirements; (c) advising the Debtor and taking all necessary action to protect and preserve the Debtor's estates; (d) preparing amendments to bankruptcy schedules, statements of financial affairs, and all related documents as necessary; (e) assisting with the preparation of a plan of reorganization and the related negotiations and hearings; (f) working with the Sub V Trustee, as necessary, to successfully reorganize the Debtor's estate; (g) preparing pleadings in connection with the chapter 11 case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; (h) analyzing executory contracts and unexpired leases, and the potential assumptions, assignments, or rejections of such contracts and leases; (i) advising the Debtors in connection with any potential sales of assets; (j) appearing at and being involved in various proceedings before this Court or other courts to assert or protect the interests of the Debtors and their estates; (k) analyzing claims and prosecuting any meritorious claim objections; and (l) performing other legal services for the Debtor that may be necessary and proper in connection with this Case. The firm will charge these rates: Claire Ann Richman, Member $575 per hour Eliza M. Reyes, Senior Associate $450 per hour James E. Soo, Associate $275 per hour David T. Fowle, Paralegal $195 per hour Law Clerks $195 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor an advance retainer of $9,800. As disclosed in court filings, Richman & Richman is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eliza M. Reyes, Esq. RICHMAN & RICHMAN LLC 122 W. Washington Avenue, Suite 850 Madison, WI 53703-2732 Tel: (608) 630-8990 Fax: (608) 630-8991 Email: ereyes@randr.law About JMG Ventures, LLC JMG Ventures, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 24-11650) on August 19, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million. The petition was signed by Manmeet Soin as sole and managing member. Judge Craig T Goldblatt presides over the case. Eliza M. Reyes, Esq. at RICHMAN & RICHMAN LLC represents the Debtor as counsel. JUHN AND STARK: Seeks to Hire Gray Pilgrim as Accountant -------------------------------------------------------- Juhn and Stark, PLLC seeks approval from the U.S. Bankrutpcy Court for the Eastern District of Tennessee to hire Gray Pilgrim & Associates to provide accounting services. The firm's customary rates range firm $400 for tax and consulting services and $180 for accounting services. The firm will seek reimbursement for necessary out-of-pocket expenses. Jerry Hose, a partner with Gray Pilgrim, assured the court that his firm does not hold any interest adverse to the estate and is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Jerry Hose Gray Pilgrim & Associates 422 Epic Drive Chambersbrug, PA 17201 Phone: (717) 263-8713 Email: office@gpallc.net About Juhn and Stark Juhn and Stark, PLLC specializes in pediatric dentistry. An involuntary Chapter 11 petition was filed against Juhn and Stark (Bankr. E.D. Tenn. Case No. 24-50714) on July 15, 2024. Mark L. Esposito, Esq., at Penn, Stuart & Eskridge, P.C. serves as legal counsel for David Juhn, the petitioning creditor. Judge Rachel Ralston Mancl oversees the case. Gentry, Tipton & McLemore is the Debtor's legal counsel. JUNE PURCHASER: S&P Assigns 'B' ICR on KKR's Acquisition of Janney ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to June Purchaser LLC. The outlook is stable. At the same time, S&P assigned its 'B' senior secured debt rating to the planned first-lien term loan and revolving credit facility. On July 23, 2024, KKR & Co. Inc. announced its acquisition of U.S.-based broker Janney Montgomery Scott LLC from Penn Mutual Life Insurance Co. Janney will be a subsidiary of June Purchaser LLC. The latter will fund the acquisition by raising roughly $1.2 billion in debt; it will also fund the acquisition with an equity contribution from KKR. S&P's ratings on June Purchaser reflect the company's lack of tangible equity and relatively high leverage following the acquisition, albeit with limited market and credit risk from its self-clearing and some on-balance-sheet securities inventory. Because of high goodwill and intangibles, the company will have no tangible equity to absorb any potential credit or market losses (for example, from Janney's self-clearing activity, margin lending, and securities inventory). However, June Purchaser doesn't have to meet any consolidated capital requirements, and S&P expects it to remain well above the regulatory minimum ratios at its regulated broker-dealer subsidiary following the acquisition. Debt leverage is relatively high, with anticipated pro forma debt to S&P Global Ratings-adjusted EBITDA leverage of approximately 4.6x. The ratings also reflect the firm's good cash flow generation. The company's solid and relatively low-risk earnings should provide good debt service capacity and "just in time" capital to absorb potential losses. Because S&P expects any decline in interest rates to be gradual, it expects that Janney's earnings on client cash balances will decline only modestly, while remaining above historical levels. In addition, after the acquisition by KKR, all of June Purchaser's outstanding debt will have a floating interest rate, which limits the impact of declining rates on earnings. Janney's long history, advisor production, and advisor retention are strengths, but it has a much smaller market position than most of its rated peers.Janney, which traces its roots to 1832, is based in Philadelphia, and it has been a subsidiary of Penn Mutual Life Insurance Co. since 1982. Janney's main business is providing brokerage and investment services to retail clients, and there's a relatively small investment banking division, as well. Janney's average financial advisor (FA) production of about $900,000 and its retention rate of 98%-99% compare favorably with the corresponding figures at most of its rated retail peers. S&P thinks Janney likely benefits from its employee-FA model relative to the independent brokers- model, which is easier to replicate. S&P also views positively Janney's high level of recurring revenue generated from advisory fees (about 60% of Janney's net revenue) as well as revenue from clients' cash balances (about 14% of net revenue in 2023). That said, these streams of recurring revenue have some sensitivity to macroeconomic effects because the level of asset-based fees may be influenced by the market valuation of assets in client accounts, and interest rates affect returns on client sweep. With total client assets of approximately $150 billion and 900 FAs, Janney is one of the smaller retail brokers that we rate. Janney's illiquid assets are largely limited to fixed assets and goodwill, with stable funding benefiting from the lack of upcoming maturities on its new debt.The debt that we expect will be added to fund the acquisition by KKR should benefit stable funding sources; namely, the new first-lien term loan that will mature in seven years and the new $150 million secured revolver that S&P expects to be undrawn. S&P views the company's liquidity as satisfactory given its limited liquidity needs beyond margin lending and debt servicing. The company benefits from strong cash flow from the advisory business and a lack of upcoming debt maturities. It also benefits from $100 million of unsecured committed lines of credit (currently undrawn), which S&P expects to be reduced to about $75 million, following the acquisition. KKR's ownership could also affect the financial policy of Janney in the medium term. S&P's understanding is that KKR plans to mainly focus on advisor recruitment and continued operations in the short run. What's less clear is how KKR will manage growth and leverage over the longer term. That said, a company with employed FAs is less prone to acquisitions, given the more complicated integration process relative to independent brokerage firm peers. Pro forma covenant leverage is currently 3.3x, which gives June Purchaser ample cushion, and we expect the transaction to close in the fourth quarter of 2024. S&P said, "We rate the new pari passu senior secured revolver and senior secured term loans in line with the issuer credit rating because there's no priority debt. We don't anticipate any financial covenants on the proposed seven-year, $1.2 billion term loan or the additional, initially undrawn, seven-year $200 million delayed-draw term loan." The new secured $150 million revolving credit facility has a 6.0x springing first-lien net leverage ratio commencing with the second full fiscal quarter after close, applicable only when more than the greater of $60 million or 40% of the facility is drawn. S&P expects the facility to be undrawn at close. The issuer credit rating is two notches lower than the 'bb-' group credit profile to reflect the structural subordination of the nonoperating holding company to the operating subsidiaries, as well as the potential for regulatory interference in the dividends out of the regulated broker-dealer. S&P said, "The stable outlook on the June Purchaser rating reflects our expectation that Janney will continue to generate solid cash flow, debt service coverage, and revenue growth. This, coupled with prudent execution of its acquisition by KKR, should gradually reduce leverage over time. We also expect Janney to maintain stable funding sources and sound liquidity buffers, cushioned by the sufficient availability of the revolving credit facilities." Over the next 12 months, S&P could lower the rating if it expects: -- A marked deterioration in performance or market conditions, particularly if there's an increase in June Purchaser's leverage that materially exceeds the increase we're already expecting just as a result of the acquisition; or -- A material deterioration of liquidity. S&P could raise the rating in the next 12 months if KKR successfully executes the acquisition without weakening Janney's performance and if: -- S&P expects materially lower leverage on a sustained basis or -- Janney reduces its on-balance-sheet risk (for example, by materially downsizing its securities inventory). KARINA TRANSIT: Seeks to Hire Richard S. Feinsilver as Counsel -------------------------------------------------------------- Karina Transit LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Richard Feinsilver, Esq., an attorney practicing in Carle Place, New York, as its legal counsel. Mr. Feinsilver will render these services: (a) prepare and file the Chapter 11 petition, schedules, and statements; (b) negotiate with creditors as required; (c) attend all Section 341 (a) meetings with creditors and the United States Trustee; (d) prepare the Chapter 11 plan and all amendments to same as required; (e) attend all hearings; (f) review monthly financial statement-status conferences with clients; and (g) post confirmation conferences with the United States Trustee and Creditors, if required. The hourly rates of Mr. Feinsilver and his legal assistant are $450 and $75, respectively. The firm received a retainer of $6,000. Mr. Feinsilver disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Richard S. Feinsilver, Esq. One Old Country Road, Suite 347 Carle Place, NY 11514 Tel: (516) 873-6330 Fax: (516) 873-6183 Email: feinlawny@yahoo.com About Karina Transit Karina Transit, LLC offers taxi and limousine services in Brooklyn, N.Y. Karina Transit filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40999) on March 4, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Lawrence Pross, managing member, signed the petition. Judge Elizabeth S. Stong presides over the case. Richard S. Feinsilver, Esq., represents the Debtor as legal counsel. KENDON INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Kendon Industries, LLC 2990 E Miraloma Ave. Anaheim CA 92806 Business Description: Established in 1991, Kendon Industries is the originator of a full line of Stand-Up Motorcycle Trailers, Utility Trailers and Motorcycle Lifts. Since that first motorcycle trailer, Kendon has expanded its product line to include a full range of trailers and lifts for the powersports market. Kendon motorcycle trailers and lifts are stocked nationwide in multiple Powersports dealerships as well as distributed internationally in Canada, Mexico, Europe, China and Australia. Chapter 11 Petition Date: September 4, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-11923 Judge: Hon. Laurie Selber Silverstein Debtor's Counsel: Kevin S. Mann, Esq. CROSS & SIMON, LLC 1105 N. Market Street, Suite 901 Wilmington, DE 19801 Tel: 302-777-4200 Email: kmann@crosslaw.com Total Assets as of July 31, 2024: $3,100,789 Total Liabilities as of July 31, 2024: $3,817,530 The petition was signed by Randy Cecola as director. 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/GHYTIOQ/Kendon_Industries_LLC__debke-24-11923__0001.0.pdf?mcid=tGE4TAMA LAX INTEGRATED: Fitch Alters Outlook on 'BB+' Rating to Positive ---------------------------------------------------------------- Fitch Ratings has affirmed the rating on California Municipal Finance Authority's (CMFA) approximately $1.2 billion senior lien revenue bonds (LINXS Automated People Mover [APM] Project) series 2018A and 2018B issued on behalf of LAX Integrated Express Solutions, LLC (LINXS) at 'BB+'. The Rating Outlook has been revised to Positive from Negative. RATING RATIONALE The Rating Outlook revision to Positive from Negative reflects the approval of a passenger service availability (PSA) extension in the August 2024 global settlement, thus alleviating prior concerns about breaching the lenders' long stop date. LINXS and Los Angeles World Airports (LAWA; rated AA/AA-; senior/sub) management have demonstrated a strengthened commitment to working toward timely project completion and approval of relief claims. Fitch will continue to monitor the execution of the global settlement terms and overall completion progress. The 'BB+' rating reflects a history of longstanding completion delays and protracted negotiations between the project and its concession grantor, LAWA. Although LINXS and LAWA have demonstrated the ability to successfully negotiate time extension and cost relief claims, the project has repeatedly faced significant uncertainty. Once operational, the project's credit profile will be reflective of a strong revenue-paying grantor and well-defined operating standards. Although the Fitch rating case average debt service coverage ratio (DSCR) of 1.15x and realistic outside cost (ROC) to breakeven multiple of 7.8x are consistent with an investment grade rating, the rating is currently constrained by the project's completion risk profile. KEY RATING DRIVERS Completion Risk - Weaker Extended Construction Delays: The project has experienced extended construction delays, prolonged dispute resolution and difficulties in the parties' working relationship. Significant construction progress has been made, but the project is required to undergo a rigorous testing and commissioning process and is not expected to be completed until December 2025. The design-build (DB) contractor members are experienced with a strong history of successfully working together. However, the project's large-scale, long original construction duration, interface risks and systems integration related to the rolling stock introduce construction complexities. The contractor-liquidated damages are adequate to cover unavoidable costs if there are future extended delays, and the liquid security provided by the DB contractor after the recent step-up covers 365 days of delay liquidated damages. Cost Risk - Midrange Contracted Operations, Cost Resiliency: Once completed, the full scope of O&M and renewal works (lifecycle costs) of the APM project will be passed down to the O&M joint venture (O&M contractor), which is comprised of affiliates of the equity sponsors and backed by creditworthy parent guarantees. In addition, APM obligations are fulfilled by a highly experienced provider, Alstom, providing continuity through complete vertical integration and aligning interests. Lifecycle costs are moderate and well defined. There is no major maintenance reserve account, but a five-year future handback reserve provides additional support. Scope Risk - Midrange; Cost Predictability - Stronger; Cost Volatility & Structural Protections - Midrange Revenue Risk - Stronger Payments from Strong Counterparty: Project payments stem from construction milestone payments, additional D&C payments and availability payments from LAWA. Payment mechanics are consistent with other availability payment (AP) transactions in the U.S. Once operational, APs are split between operating and capital, the first of which will be paid by LAWA as an operating expense while capital APs (obligation rated A) will be funded from the discretionary purposes account at the bottom of LAWA's waterfall. Capital payments (70% of total APs) escalate annually at 3%, and operating payments escalate based on a weighted index average. LAWA's payment commitment is not a constraint to a 'BBB' category rating, and the deduction mechanism is clearly defined with ample cure periods for non-performance. Debt Structure - 1 - Midrange Standard Features, Flat Coverage: The debt structure is fixed-rate and fully amortizing, and benefits from a forward- and backward-looking 1.10x equity lockup trigger. These stronger features are offset by a relatively flat DSCR profile and a six-month debt service reserve fund (DSRF), which is funded at PSA date. Short-term debt will be repaid with the final milestone payment and long-term debt will have a final maturity coterminous with the end of the DBFOM agreement. Additional parity debt is permitted as long as it does not result in a rating downgrade and projected DSCR remains at least 1.15x. Financial Profile Fitch has adopted the sponsor's case as the Fitch base case due to Fitch's comfort level with the project's O&M and lifecycle (LC) cost assumptions as a result of analysis and dialogue with the technical advisor. The model is sculpted to a relatively flat 1.15x DSCR profile. The Fitch rating case incorporates a weighted average ROC of 3.2%, as identified by the LTA. This results in an average DSCR of 1.15x, with minimum coverage of 1.14x, a level that is at the lower end for a 'BBB' category rating. The minimum all-cost breakeven of approximately 25% results in a 7.8x multiple of the ROC, which is indicative of the project's robust ability to withstand stress. PEER GROUP The most comparable Fitch-rated availability-based projects are Purple Line Transit Partners (PLTP; BBB/Negative) and Denver Transit Partners (DTP; A-/Stable). Both projects include the construction of rail projects in major metropolitan areas. PLTP's higher rating reflects a more robust cost resiliency (13.1x ROC multiple) together with a stronger DSCR profile (1.3x). DTP's higher rating reflects its operational status whereas LINXS and PLTP are still subject to completion risk. DTP's ROC multiple of 7.9x is in line with LINXS's multiple of 7.8x; however, DTP's all-cost breakeven is higher at 33% versus LINXS's at 25% and DTP's rating is supported by a much higher average DSCR of 2.1x compared with LINXS's average DSCR of 1.15x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration of the working relationship between the two parties leading to heightened uncertainties regarding project completion; - Material delays in completion of the project without approved relief leading to inadequate sources of funds to cover the debt service during the delay period. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued indications of progress toward successful and timely completion that provide substantial assurance on achievability of current project schedule. SECURITY The bonds are secured by a senior lien on project revenue and all property interests of the borrower. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- LAX Integrated Express Solutions (TX) LAX Integrated Express Solutions (TX) /Availability Pay Revenues - First Lien/1 LT LT BB+ Affirmed BB+ LEGACY LA PROPERTIES: Case Summary & Three Unsecured Creditors -------------------------------------------------------------- Debtor: Legacy LA Properties LLC 14625 Carmenita Road, Suite 202 Norwalk, CA 90650 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: September 4, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-17164 Judge: Hon. Sheri Bluebond Debtor's Counsel: Nancy Korompis, Esq. KOROMPIS LAW OFFICES PO Box 60011 Pasadena, CA 91116 Tel: 626-938-9200 Email: Nancy@Korompislaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jose A. Molina as managing member. A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ODRRZ3I/Legacy_LA_Properties_LLC__cacbke-24-17164__0005.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SDX4WEI/Legacy_LA_Properties_LLC__cacbke-24-17164__0001.0.pdf?mcid=tGE4TAMA MANITOWOC CO: S&P Alters Outlook to Positive, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'B' issuer credit rating on U.S.-based crane manufacturer The Manitowoc Co. Inc. S&P said, "In addition, we assigned our 'B' issue-level rating to the company's proposed $300 million senior secured second-lien notes due 2031. The recovery rating on these notes is '3', indicating our expectation of meaningful (50%-70%; rounded estimate 50%) recovery in the event of a payment default. "The positive outlook reflects the possibility that we could raise our rating on Manitowoc over the next 12 months if the company continues to demonstrate reduced earnings and leverage volatility." The Manitowoc Co. Inc. has increased its less-cyclical non-new machine sales over the past several years, which should moderately improve the company's resiliency through a business cycle. Although the company's order book has declined in the second quarter of 2024 as customers defer capital investments, S&P Global Ratings believes the company has sufficient cushion to weather this near-term softness. Growth of more-stable and higher-margin non-new machine sales could partially offset the high cyclicality of the crane manufacturing business. While most of the company's revenue is composed of new machine sales, Manitowoc has expanded its non-new machine sales, which include parts and services, used machine sales, rentals, and other revenue. For the twelve months ended June 30, 2024, the revenue base of this business line has grown to $603 million (about 28% of total revenue) from $449 million for the year ended December 31, 2021. Non-new machine sales are generally more resilient and generate higher margins than new crane sales, and growth in this business line should reduce the variability of the company's revenue and S&P Global Ratings-adjusted EBITDA margins over time. S&P said, "Still, our view of the company's business continues to reflect its participation in the highly competitive and cyclical crane manufacturing industry and its relatively low EBITDA margins. The company maintains top-three market positions for several crane types and enjoys some barriers to entry given its customer relationships and product quality, but it continues to face intense competition, including from non-U.S. based crane manufacturers. "We view recent order trends as indicative of a temporary slowdown in demand. Orders declined year-over-year by 22% in the second quarter of 2024 and 9% year to date as customers in North America and Europe display caution amid the high interest rate environment, geopolitical uncertainty, and upcoming election in the U.S. We believe order trends, and subsequently revenue, will improve after anticipated interest rate cuts in the U.S. and as the European tower crane business gradually recovers from trough levels. Therefore, we forecast revenue to decline modestly in 2024 before recovering slightly in 2025." Manitowoc's operating and financial performance will remain volatile over the business cycle but the impact of a downturn could be less sharp. S&P said, "We expect that exposure to cyclical construction and industrial end markets and a high fixed-cost structure will continue to drive earnings and credit metric volatility over the business cycle. However, as more of Manitowoc's EBITDA is derived from non-new machine sales, we believe the impact of a cyclical downturn could be less pronounced." S&P said, "The company has sufficient cushion to weather an adverse operating environment. The company ended the last-12-months June 30, 2024 period with S&P Global Ratings-adjusted debt to EBITDA of 4.3x, and we expect leverage will improve to the mid-to-high 3x area in 2024 as the company reduces its inventory and generates good free cash flow in the second half of the year. Manitowoc's balance sheet includes a liability of $41.4 million as of June 30, 2024, related to its discussions with the U.S. Environmental Protection Agency (EPA) and U.S. Department Of Justice (DOJ) regarding the company's participation in the Transition Program for Equipment Manufacturers. We treat the liability (tax-effected) as debt-like. Our forecast does not assume incremental liabilities, as the timing and outcome of the discussions is uncertain. "The positive outlook reflects the possibility that we could raise our rating on Manitowoc over the next 12 months if the company continues to demonstrate reduced earnings and leverage volatility." S&P could raise its rating on Manitowoc over the next 12 months if: -- The company continued to demonstrate a reduction in earnings volatility, such that we expected it would sustain S&P Global Ratings-adjusted leverage below 5x, on average, across the cycle and incorporating potential acquisitions or other cash outflows; or -- The company strengthened its business through further diversification into less cyclical end markets and products. This could be evidenced by continued growth in non-new machine sales. S&P could revise its outlook on Manitowoc over the next 12 months to stable if: -- The company's operating performance were meaningfully worse than we expected, causing S&P Global Ratings-adjusted leverage to rise above 5x; -- Free operating cash flow generation were consistently negative, eroding the company's cash position or pressuring liquidity; or -- The company pursued debt-funded acquisitions or shareholder rewards that materially weakened credit metrics on a sustained basis. In addition, ratings could be pressured if Manitowoc did not successfully complete the proposed refinancing of its second-lien notes due 2026, given the time to maturity is nearing. MARTINS INTERSTATE: Taps Keyes Company as Real Estate Broker ------------------------------------------------------------ Martins Interstate Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Peter Beaulieu, sales associate at The Keyes Company as a real estate broker. The firm will handle the sale of the Debtor's property located at 500 Pullman Rd, Edgewater, FL 32132. Mr. Beaulieu assured the court that he does not hold or represent an interest adverse to the estate. The firm can be reached through: Peter Beaulieu The Keyes Company 3314 S. Atlantic Ave New Smyrna Beach, FL 32169 Phone: (386) 566-3486 Email: PeteSellsNSB@gmail.com About Martins Interstate Properties, LLC Martins Interstate Properties owns two properties in Edgewater, FL and Matthews, SC having a total current value of $1.30 million. Martins Interstate Properties, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02516) on May 20, 2024, listing $1,296,406 in assets and $910,980 in liabilities. The petition was signed by Roberto Martins, Sr. as manager. Judge Tiffany P. Geyer presides over the case. Bryan K. Mickler, Esq. at the LAW OFFICES OF MICKLER & MICKLER, LLP represents the Debtor as counsel. MEDALLION MIDLAND: Moody's Puts 'B1' CFR on Review for Upgrade -------------------------------------------------------------- Moody's Ratings placed Medallion Midland Acquisition, L.P.'s (Medallion) ratings on review for upgrade, including its B1 Corporate Family Rating, B1-PD Probability of Default Rating and B1 senior secured 1st lien term loan rating. Previously, the outlook was stable. These rating actions follow the agreement entered into by ONEOK, Inc. (ONEOK, Baa2 stable) and Global Infrastructure Partners (GIP, unrated) to acquire Medallion for $2.6 billion. The acquisition consideration will be paid in cash and Medalion will be acquired cash-free and debt-free. The transaction is expected to close in the fourth quarter of 2024, subject to regulatory clearance and other customary closing conditions. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Medallion's ratings were placed on review for upgrade based on their potential ownership by ONEOK which has a much stronger credit profile and financial resources. Moody's expect that Medallion's term loan will be fully repaid in connection with the closing of the acquisition, and therefore Moody's will likely withdraw all of Medallion's ratings upon extinguishment of its debt. Medallion Midland Acquisition, L.P. is a privately owned crude oil gathering and intra-basin pipeline transportation system in the Midland Basin. The company's system is comprised of over 1,300 miles of pipe with about 1.3 million bbl/d of crude oil throughput capacity as well as roughly 1.5 million bbl of storage. Medallion is currently owned by Global Infrastructure Partners. The principal methodology used in these ratings was Midstream Energy published in February 2022. MEGHAN INC: Case Summary & 15 Unsecured Creditors ------------------------------------------------- Debtor: Meghan, Inc. d/b/a Meghan Fabulous 142 Sheldon Street El Segundo, CA 90245 Case No.: 24-17161 Business Description: Meghan, Inc. is a seller of women's clothing, accessories and jewelry. Chapter 11 Petition Date: September 3, 2024 Court: United States Bankruptcy Court Central District of California Judge: Hon. Sandra R Klein Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Total Assets: $360,355 Total Liabilities: $2,970,726 The petition was signed by Steven J. Dunlap, Jr., as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FJ4KMEI/Meghan_Inc__cacbke-24-17161__0001.0.pdf?mcid=tGE4TAMA METRO MATTRESS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Metro Mattress Corp. DBA Metro Mattress 3545 John Glenn Boulevard Syracuse, NY 13209 Business Description: Metro Mattress is specialty retailer of mattresses serving New York, Connecticut, New Hampshire, Massachusetts, and Rhode Island customers. Chapter 11 Petition Date: September 4, 2024 Court: United States Bankruptcy Court Northern District of New York Case No.: 24-30773 Judge: Hon. Wendy A Kinsella Debtor's Counsel: Jeffrey A. Dove, Esq. BARCLAY DAMON LLP Barclay Damon Tower 125 East Jefferson Street Syracuse, NY 13202 Tel: 315-413-7112 Email: jdove@barclaydamon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Dino Cifelli as chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B4QZ7DA/Metro_Mattress_Corp__nynbke-24-30773__0001.5.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BDEFDCY/Metro_Mattress_Corp__nynbke-24-30773__0001.0.pdf?mcid=tGE4TAMA MGM RESORTS: S&P Rates New $675MM Senior Unsecured Notes 'BB-' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Las Vegas-based casino operator MGM Resorts International's proposed $675 million senior unsecured notes due 2029. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 80%) recovery for noteholders in the event of a default. The company plans to use the net proceeds from this offering to repay its outstanding 5.75% senior notes due 2025. The proposed debt-for-debt refinancing is leverage neutral. S&P said, "Therefore, the transaction does not affect our 'B+' issuer credit rating or stable outlook on MGM. We are now assuming a modestly higher level of EBITDA at emergence and enterprise valuation than in our previous analysis. Our revised EBITDA at emergence reflects a reassessment in our valuation to incorporate net acquired EBITDA in MGM's portfolio following two large acquisitions in the past few years. These include the operations of The Cosmopolitan Las Vegas and CityCenter--which includes Aria Resort & Casino--and Vdara Hotel and Spa. In addition, we believe the company's new partnership with Marriott will increase room rates and the earnings potential of its properties. The valuation change modestly increases recovery prospects for unsecured lenders, but not enough to change our '2' recovery rating." Issue Ratings – Recovery Analysis Key analytical factors -- S&P said, "We assigned our 'BB-' issue-level rating and '2' recovery rating to the company's proposed $675 million senior unsecured notes due 2029. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 80%) recovery for noteholders in the event of a default. This is in line with our issue-level and recovery rating on MGM's existing unsecured debt." -- S&P's analysis is based on the company's wholly owned domestic operations. -- S&P said, "Our simulated default scenario contemplates a payment default occurring by 2028 (in line with our average four-year default assumption for 'B+'-rated issuers) because of a significant decline in cash flow due to prolonged economic weakness and increased competitive pressures, particularly in Las Vegas (where MGM Resorts' domestic operations are concentrated). In addition, we believe large fixed-rent payments reduce MGM's operating flexibility, potentially leading to greater cash flow volatility and if liquidity is fully utilized, a payment default would likely occur." -- S&P applies a 6.5x multiple to its estimate of emergence EBITDA to value MGM. This multiple is in line with its leisure industry average and the multiples S&P uses for diversified gaming operating companies that do not own the majority of their real estate. -- S&P said, "In our simulated default scenario, we do not expect MGM will reject its master leases and anticipate it will continue to pay rent to its lessors because of the importance of the leased assets to its operations. Our emergence EBITDA is therefore after rent payments." -- S&P assumes MGM Resorts' $2.285 billion revolving credit facility is 85% drawn at the time of default. -- S&P assumes any debt maturing between now and the year of default is extended to at least the year of default on similar terms. Simulated default assumptions -- Year of default: 2028 -- EBITDA at emergence: About $777 million -- EBITDA multiple: 6.5x Simplified waterfall -- Gross recovery value: $5.0 billion -- Net recovery value after administrative expenses (5%): $4.8 billion -- Obligor/nonobligor valuation split: 100%/0% -- MGM secured revolver (not rated) claims: $2 billion -- Value available to unsecured claims: $2.7 billion -- Estimated senior unsecured claims: $3.3 billion --Recovery expectations: 70%-90% (rounded estimate: 80%) Note: All debt amounts include six months of prepetition interest. MILLENKAMP CATTLE: Hires Heida Law Office as Special Counsel ------------------------------------------------------------ Millenkamp Cattle, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Idaho to employ Heida Law Office as special counsel. The firm will represent the Debtors in collecting outstanding balances. The firm will seek reimbursement of all expenses related to the engagement. As disclosed in the court filings, Heida Law is a "disinterested person" within the meaning of 11 USC 101(14). The firm can be reached through: David A. Heida, Esq. Heida Law Office, PLLC PO Box 216 Kimberly, ID 83341 Tel: (208) 320-2569 Email: david@heidalawoffice.com About Millenkamp Cattle Millenkamp Cattle Inc., is part of a family-owned agriculture business that can produce more than 1 million pounds of milk per day. Millenkamp Cattle Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Lead Case No. 24-40158) on April 2, 2024. In the petitions filed by William J. Millenkamp, manager, Millenkamp Cattle estimated assets between $10 million and $50 million and estimated liabilities between $500 million and $1 billion. Judge Noah G. Hillen oversees the cases. The Debtors tapped Matthew T. Christensen, Esq., at Johnson May, PLLC as bankruptcy counsel and Givens Pursley as special counsel. MILLENKAMP CATTLE: Seeks to Tap Kander LLC as Financial Advisor --------------------------------------------------------------- Millenkamp Cattle, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Idaho to employ Kander LLC to provide financial advisory services. The firm will render these services: a. reviewing, analyzing, and reporting on all aspects of the Debtor's business activities and operations, including budgeting, cash management and financial management; b. reviewing and monitoring ongoing operating activity, including capital projects, milk and cattle shipments, invoicing farming activities, herd, crop and feed inventory management, purchases and expenses; c. preparing information, reporting templates and analyses for the Debtor and its lenders; d. reviewing information and discussions with the Debtor on a monthly basis related to its ongoing performance and capital requirements; e. assisting the Debtor with any bankruptcy filing, including but not limited to: (i) developing forecasts and other information needed to obtain court approval for the use of cash collateral. (ii) assisting in conducting bankruptcy-related claims management and reconciliation processes. (iii) participating in formulating, developing, negotiating and implementing a reorganization or liquidation plan. (iv) assisting in communications and negotiating with parties involved in the bankruptcy proceedings. (v) testifying in and preparing for hearings requested by the court or the Debtor; and f. providing such other services. The firm will be paid at these hourly rates: Robert Marcus $595 per hour Ken Nofziger $595 per hour Kati Churchill $495 per hour Natalia Sirju $200 per hour The firm received a retainer in the amount of $160,000. As disclosed in court filings, Kander is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ken Nofziger Kander LLC 2538 Carrolwood Road Naperville, IL 60540 Phone: (217) 649-5849 Email: ken@kanderllc.com About Millenkamp Cattle Millenkamp Cattle Inc., is part of a family-owned agriculture business that can produce more than 1 million pounds of milk per day. Millenkamp Cattle Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Lead Case No. 24-40158) on April 2, 2024. In the petitions filed by William J. Millenkamp, manager, Millenkamp Cattle estimated assets between $10 million and $50 million and estimated liabilities between $500 million and $1 billion. Judge Noah G. Hillen oversees the cases. The Debtors tapped Matthew T. Christensen, Esq., at Johnson May, PLLC as bankruptcy counsel and Givens Pursley as special counsel. MONTGOMERY TREE: Hires Mark V Commercial as Real Estate Broker -------------------------------------------------------------- Montgomery Tree Farms Of Texas Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Mark V Commercial, Inc. as its real estate broker. The Debtor owns and operates a tree farm on 122 acres of land in Collin County located at SWQ West Bethany and Alma Driver in Allen, Texas. Mark V has examined the property and agreed to advertise the property at the broker's expense, to show the property to interested parties, to represent the Debtor and the bankruptcy estate as seller in connection with the sale of the property, and to advise the Debtor with respect to obtaining the highest and best offers available in the present market for the property. Mark V will receive a 6 percent commission on the first $2 million and 3 percent thereafter on the balance of the purchase price of the property. As disclosed in the court filings, Mark V and its members and employees are disinterested persons within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached through: Mike McCartan Mark V Commercial, Inc. 1320 Village Creek Drive, Suite 200 Plano, TX 75093 Telephone: (214) 384-7556 Email: Mike@markvcommercial.com About Montgomery Tree Farms Of Texas Ltd. Montgomery Tree Farms of Texas Ltd. operates in the agriculture industry. Montgomery Tree Farms of Texas sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41560) on July 1, 2024. In the petition filed by Philip Williams, managing member of General Partner of Montgomery Tree Farms, the Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor is represented by John Paul Stanford, Esq. at QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C. MOTORS ACCEPTANCE: Hires Boyer Terry LLC as Attorney ---------------------------------------------------- Motors Acceptance Corporation seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Boyer Terry LLC as attorney. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. prepare on behalf of Debtor, as Debtor-in-Possession, necessary applications, motions, answers, reports, and other legal papers; c. continue existing litigation to which Debtor-in-Possession may be a party, and to conduct examinations incidental to the administration of Debtor's estate; d. take any and all necessary action for the proper preservation and administration of the estate; e. assist Debtor-in-Possession with the preparation and filing of a Statement of Financial Affairs and schedules and lists as are appropriate; f. take whatever action is necessary with reference to the use by Debtor of its property pledged as collateral, including cash collateral, to preserve the same for the benefit of Debtor and secured creditors in accordance with the requirements of the Bankruptcy Code; g. assert, as directed by Debtor, claims that Debtor may have against others; h. assist Debtor in connection with claims for taxes made by governmental units; and i. perform other legal services for Debtor, as Debtor-in-Possession, which may be necessary. The firm will be paid at these rates: Attorney $350 and $370 per hour Research Assistants and Paralegals $100 per hour The firm received from the Debtor a retainer of $5,364. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Wesley J. Boyer, Esq., a partner at Boyer Terry LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Wesley J. Boyer, Esq. Boyer Terry LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9230 Email: Wes@BoyerTerry.com About Motors Acceptance Corporation Motors Acceptance Corporation in Columbus, GA, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Ga. Case No. 24-40483) on August 15, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Shannon Arnette as vice president, signed the petition. BOYER TERRY LLC serve as the Debtor's legal counsel. MRRC HOLD: Seeks to Hire Stretto Inc. as Administrative Advisor --------------------------------------------------------------- MRRC Hold Co. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stretto, Inc. as administrative advisor. The firm will render these services: (a) assist with the preparation of the Debtors’ schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; and (b) provide such other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Bankruptcy Court or the Office of the Clerk of the Bankruptcy Court. Prior to the petition date, the Debtors provided Stretto an advance in the amount of $25,000. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About MRRC Hold MRRC Hold Co. (d/b/a Rubio's) is a Mexican restaurant chain specializing in fish tacos. Rubio's has locations across California, Arizona and Nevada. MRRC Hold Co. and two of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11164) on June 5, 2024. In the petition signed by Nicholas D. Rubin as chief restructuring officer, MRRC Hold disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Whiteford, Taylor & Preston LLC as Delaware bankruptcy counsel and Raines Feldman Littrell LLP as general bankruptcy counsel. Force Ten Partners LLC represents the Debtors as CRO provider. Hilco Corporate Finance LLC acts as investment banker to the Debtors, while Hilco Real Estate LLC acts as real estate consultant and advisor. Bankruptcy Management Solutions, Inc., doing business as Stretto, serves as claims and noticing agent to the Debtor. NCL CORP: S&P Assigns 'B' Rating on $315MM Senior Unsecured Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '5' recovery rating to NCL Corp. Ltd.'s proposed $315 million senior unsecured notes due 2030. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 15%) recovery for noteholders in the event of a default. The company plans to use the net proceeds from this offering to redeem a portion of its outstanding $565 million 3.625% senior unsecured notes due 2024. S&P said, "The proposed debt-for-debt refinancing is leverage neutral. Therefore, the transaction does not affect our 'B+' issuer credit rating or stable outlook on NCL. The recent conversion of NCL's exchangeable notes due 2024 to equity and the expected repayment of the remaining $250 million of 3.625% senior unsecured notes due 2024 that are not being refinanced reduce unsecured debt outstanding in our default scenario. It also modestly improves recovery prospects for unsecured lenders, but not enough to revise our '5' recovery rating. NCL's advanced bookings for its sailings remain at record levels. As of June 30, 2024, NCL's advanced ticket sales were $3.9 billion, an 11% increase compared with the second quarter of 2023. The primary drivers are increased capacity, increased presale packages, and continued strength in pricing. Additionally, the company's pre-booked onboard revenue increased 15% in the quarter compared with the second quarter of 2023. S&P believes this level of revenue visibility, higher capacity in its fleet, and its expectation that occupancy will remain at historical levels will drive significant EBITDA and cash flow generation such that NCL will reduce leverage to the low-6x area in 2024 and below 6x in 2025. However, demand for future cruise bookings could decline due to a slowing macroeconomic environment or an escalation in geopolitical conflicts, thereby reducing discretionary spending on travel. Escalating geopolitical conflicts could affect consumer willingness to travel to eastern Europe and the Middle East, especially on itineraries that rely on customers flying to overseas destinations, which could cause customers to cancel current bookings. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B' issue-level rating and '5' recovery rating to the company's proposed $315 million senior unsecured notes due 2030. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 15%) recovery for noteholders in the event of a default. -- S&P's issue-level rating on NCL's $1.2 billion revolving credit facility due 2026, secured notes due 2029, and secured notes due 2028 remains 'BB'. The '1' recovery rating indicates its expectation of very high (90%-100%; rounded estimate: 95%) recovery for noteholders in the event of a payment default. -- S&P's issue-level rating on NCL's 2027 secured notes remains 'BB-'. The '2' recovery rating indicates its expectation of substantial (70%-90%; rounded estimate: 85%) recovery for noteholders in the event of a payment default. -- S&P's issue-level rating on the company's existing unsecured notes remains 'B'. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 15%) recovery for noteholders in the event of a payment default. Simulated default assumptions -- S&P's simulated default scenario contemplates a payment default by 2028 due to a significant decline in the company's cash flow stemming from a prolonged economic downturn, a significant health or safety event, escalating geopolitical conflicts and/or increased competitive pressures that cause a significant reduction in demand for cruising. -- S&P assumes any debt maturing between now and its assumed year of default is extended to the year of default. -- S&P uses a discrete asset valuation (DAV) approach for NCL because its debt structure provides certain creditors with priority claims against specific assets and it expects lenders would pursue the specific collateral pledged to them. -- S&P said, "To calculate our DAV, we apply discounts to the appraised values of NCL's existing ships and to the costs of planned ships. We apply 40%-50% discounts to appraisals depending on the customer segment and age of the ship. In addition, where no appraisals are available, we apply 15%-50% discounts to the cost of the ships depending on when they were placed in service or are scheduled for delivery and whether they operate in the contemporary or premium class." -- S&P includes in its analysis all ships, and associated financing, to be delivered through 2027, the year prior to its assumed year of default. -- S&P's recovery analysis also takes into account additional tranches of loans entered into by NCL and various export credit agencies and lenders. -- S&P assumes administrative claims total 7% of gross DAV because it expects the complexity of NCL's capital structure, including multiple classes of debt at the parent and ship financings at various subsidiaries, which benefit from different collateral pools, as well as multijurisdictional considerations to result in higher administrative costs. -- S&P assumes NCL's $1.2 billion revolver is 85% drawn at the time of default. Simplified waterfall -- Gross asset value: $14.3 billion -- Net asset value (after 7% administrative costs): $13.3 billion -- Value ascribed to the credit agreement and secured notes due 2028 and 2029/ship loans/senior secured notes due 2027: 20%/74%/6% -- Net value available to the revolving credit facility, existing $600 million secured notes due 2028 and $790 million secured notes due 2029 (including residual value from unpledged ships after satisfying ship-level debt): $3.4 billion -- Estimated claims under the revolving credit facility, $600 million secured notes due 2028 and $790 million secured notes due 2029 at default: $2.5 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Remaining value available to unsecured and pari passu claims: $0.9 billion -- Net value available to the $1 billion senior secured notes due 2027 (including collateral value pledged to the senior secured notes and a portion of the remaining value after satisfying claims under the credit agreement): $0.9 billion -- Senior secured notes due 2027: $1.0 billion --Recovery expectations: 70%-90% (rounded estimate: 85%) -- Net value available to senior unsecured claims: $0.9 billion -- Unsecured claims, including senior notes and convertible notes: $5.2 billion --Recovery expectations: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. ONE FAT FROG: Trustee Taps Wit Law PLLC as Special Counsel ---------------------------------------------------------- L. Todd Budgen, Subchapter V trustee for One Fat Frog, Incorporated, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Wit Law, PLLC as his special counsel. The firm's services include: (a) investigation and prosecution of chapter 5 and state law avoidance claims; (b) consolidation of the Debtor's estate with other debtor or nondebtor entities; and (c) investigation and prosecution of any and all other claims the Trustee determines require investigation and prosecution. The firm has agreed to be compensated on a hybrid contingency fee basis as follows: a. hourly billing up to a cap1 of $75,000; b. a contingency fee of 40% on any funds recovered or value realized by the estate. Andrew J. Wit, Esq., a partner at Wit Law, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Andrew J. Wit, Esq. Wit Law, PLLC 2102 West Cass Street, 2nd Floor Tampa, FL 33606 Tel: (813) 522-6069 Email: awit@witlaw.com About One Fat Frog One Fat Frog, Incorporated is a food truck and trailer manufacturer based in Orlando, Fla. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02620) on May 2, 2024, with $1 million to $10 million in both assets and liabilities. Connie Baugher, president, signed the petition. Judge Lori V. Vaughan presides over the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the Debtor as legal counsel. PAINT INTERMEDIATE: S&P Assigned 'B' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating and stable outlook to Paint Intermediate III LLC (dba Wesco Group), a distributor of automotive paint, coatings, and equipment. Simultaneously, S&P assigned a 'B' issue-level rating to the first-lien term loan, with a '3' recovery rating, indicative of meaningful (50%-70%, rounded estimate: 50%) recovery in the event of a default. The stable outlook reflects S&P views that Wesco will maintain above-average EBITDA margins, supporting debt to EBITDA near 5x and modest free cash flow. S&P's rating on Wesco reflects its limited scale and diversity as a distributor of paint, body, and equipment (PBE) supplies sold into collision repair end markets, above average margin profile, and highly leveraged capital structure. The company derives nearly two-thirds of its revenues from paint and coatings sold to smaller independent collision repair shops in North America. The company's intentional focus on smaller independent shops enables Wesco to sell its recurring consumable paint products and provide value-additive services such as inventory management, shop design, and training certifications to enhance shop efficiency. Despite revenues being concentrated in a single product category, Wesco maintains a sizeable product portfolio consisting of more than 30,000 SKUs sourced from its diverse paint manufacturer network. The company generated above average S&P Global Ratings adjusted EBITDA margins for distribution services. This level of margin is supported by its focus on smaller independent collision repair shops, value-additive services, and negotiating leverage against its supply base given Wesco's share in the paint distribution space. We expect EBITDA margins will be better in 2024 than prior year as the company benefits from greater operating leverage and not incurring transaction related expenses it paid as part of Wesco's sale to its new financial sponsor in late 2023. Though S&P considers its scale to be relatively small, Wesco has grown significantly over the past several years as it completed several large mergers and acquisitions (M&A) including Color Compass (2018), Kemperle (2021), and English Color (2023), along with a mix of smaller tuck-ins. These acquisitions have expanded Wesco's geographic footprint to more than 220 branch locations from around 40 in 2018. While the company now holds a leading share within the paint distribution space, it remains a smaller player within the broader $45 billion collision repair industry. Wesco could face more intense competition in the coming years from better capitalized peers or slower new openings of independent shops. The collision repair industry's largest supplier of replacement auto parts and supplies, LKQ Corp., has similarly expanded through M&A, including its 2023 acquisition of Uni-Select Inc. This acquisition expanded LKQ's paint distribution capabilities with the addition of the FinishMaster brand (known as LKQ Refinish). If LKQ or similarly sized peers embarked on a more competitive strategy, this could have knock on effects to Wesco's base business. Additionally, smaller independent shops could face greater competition over the medium to long term if not well invested in equipment and human capital to service technologically advanced vehicles. Even though paint is powertrain agnostic, the complexity of vehicles is requiring more testing, software capabilities, and specialized equipment that smaller shops may not be able to afford. S&P believes this could limit Wesco's addressable market over a longer horizon if smaller shops lose share to larger collision repair operators. The company's focus on the fragmented independent collision repair segment could face medium-term disruptions from multiple-shop operator (MSO) consolidation and disintermediation risk. The rise of MSOs over the past decade has led to the top three groups representing about a quarter of industry revenues, despite only operating about 10% of the estimated 30,000 stores in North America. S&P expects the disproportionate share of industry revenues held by MSOs will continue to grow as these groups consolidate smaller independent shops and scaled regional players. This could have ramifications for Wesco if it leads to customer attrition, pricing pressures, or MSOs attempt to negotiate pricing directly with paint makers. Further, if the company formalized a strategy to win share with MSO groups, this could lead to margin degradation as these customers would likely negotiate greater savings and have less demand for Wesco's value additive services. Pro forma debt leverage supports the 'B' rating but potential aggressive acquisitions under its financial sponsor will limit cash flow improvements. S&P said, "While leverage is lower than similarly rated peers, around 5x pro forma for the new capital structure, we expect Wesco will complete ongoing M&A to further consolidate the PBE market. One of Wesco's acquisitions required outsized working capital investment, namely, to replenish inventory, which led to a free cash flow deficit in the prior two years. In our base-case scenario, we anticipate smaller M&A compared with some of the add-ons integrated during the past few years, which should require less working capital and support positive free cash flow generation throughout our forecast horizon. However, if Wesco pursues a more aggressive consolidation plan and finances acquisitions with debt, it could require similar outsized working capital investment that could weigh on cash flows and cause leverage to rise above our expectations. We forecast free operating cash flow (FOCF) to debt will remain below 5% in our base case because of ongoing working capital needs and tax distributions paid to members." S&P said, "The stable outlook reflects our view that Wesco will maintain above-average EBITDA margins, supportive of debt to EBITDA near 5x and modest free cash flow generation in our base-case forecast. "We could lower our rating on Wesco if leverage rises higher than 6.5x or FOCF to debt falls under 3% for a prolonged period. This could occur if EBITDA contracts due to challenges integrating acquisitions, it suffers customer losses, or faces operational difficulties in its distribution network. Further, we could lower the ratings on the company if it pursues an aggressive debt funded acquisition strategy. "We could raise the rating if Wesco's debt to EBITDA improves below 5x on a sustained basis and FOCF to debt improves to well above 5% on a consistent basis. In addition, we would expect its financial sponsor to commit to a financial policy that allows the company to maintain credit metrics at these levels." PHEONIX ENTERPRISES: Case Summary & 12 Unsecured Creditors ---------------------------------------------------------- Debtor: Pheonix Enterprises Inc. d/b/a Flirt Aesthetics 4004 South MacDill Avenue Unit 2 Tampa, FL 33611 Business Description: Serving Tampa Bay since 2013, Flirt Aesthetics specializes in painless laser hair removal, body contouring with EmSculpt NEO, weight loss solutions, microblading, skin care, hydrafacials & hydrabody treatments, keravive scalp & hair treatments, brow laminations, lash lifts, and waxing. Chapter 11 Petition Date: September 4, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-05249 Judge: Hon. Roberta A Colton Debtor's Counsel: Samantha L Dammer, Esq. BLEAKLEY BAVOL DENMAN & GRACE 15316 N. Florida Avenue Tampa, FL 33613 Tel: (813) 221-3759 Email: sdammer@bbdglaw.com Total Assets: $13,378 Total Liabilities: $1,561,783 The petition was signed by Terri Campagna as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K3I4FVI/Pheonix_Enterprises_Inc__flmbke-24-05249__0001.0.pdf?mcid=tGE4TAMA POWER REIT: To Hold 2024 Annual Meeting on Sept. 26 --------------------------------------------------- Power REIT disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that its Board of Trustees has set September 26, 2024 as the date of the 2024 annual meeting of shareholders, and the close of business on August 26, 2024, as the record date for determining shareholders entitled to receive notice of, and to vote at, the 2024 annual meeting of shareholders. In addition to the announcement, Power REIT will separately send notice and proxy materials to shareholders of record. About Power REIT Old Bethpage, N.Y.-based Power REIT is a Maryland-domiciled, internally-managed real estate investment trust that owns a portfolio of real estate assets related to transportation, energy infrastructure, and Controlled Environment Agriculture in the United States. As of March 31, 2024, the Company has $68.9 million in total assets, $40 million in total liabilities, and $19.4 million in total equity. The Company cautioned in a Form 10-Q Report for the the quarterly period ended March 31, 2024, that there is substantial doubt as to its ability to continue as a going concern as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue and increased property expenses related to the greenhouse portfolio. The Greenhouse Loan is in default and the subject of litigation. Power REIT continues to try to work with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT, which means that in the event it cannot resolve issues with the lender, and they foreclose on the properties, Power REIT should be able to continue as a going concern, albeit with a smaller portfolio of assets. In addition, it is possible the Greenhouse Loan will lead to distressed sales, including possibly through foreclosures, which would have a negative impact on its prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the forbearance agreement is September 30, 2024. "There can be no assurance that our efforts to sell, re-lease, or recapitalize the assets secured by the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement," the Trust said. PREMIER MEDICAL: Seeks to Hire Boyer Terry as Bankruptcy Counsel ---------------------------------------------------------------- Premier Medical Transportation LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Boyer Terry LLC as counsel. The firm will render these services: a. provide legal advice with respect to the powers and obligations of the Debtor-in-Possession in the continued operation of his business and management of the Debtor; b. prepare on behalf of Debtor, as Debtor-in-Possession, necessary applications, motions, answers, reports, and other legal papers; c. continue existing litigation, if any, to which Debtor-in-Possession may be a party and to conduct examinations incidental to the administration of his estate; d. take any and all necessary actions for the proper preservation and administration of the Debtor's estate; e. assert, as directed by Debtor, all claims Debtor has against others; f. negotiate and work with creditors in this case to analyze the Debtor's assets and liabilities and determine the extent, validity, and priority of all claims and interests in this case; g. assist the Debtor in preparation of his Disclosure Statement and Plan of Reorganization; h. perform all other legal services for Debtor as Debtor-in-Possession may deem necessary. The firm will be paid at these rates: Attorneys $350 to $370 per hour Research Assistants and Paralegals $100 per hour The Debtor paid the firm a prepetition advance deposit of $5,000. Christopher W. Terry, Esq., a partner at Boyer Terry, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher W. Terry, Esq. Boyer Terry LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9230 Email: chris@boyerterry.com About Premier Medical Transportation Premier Medical Transportation LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-51212) on August 16, 2024, listing $100,001 to $500,000 in both assets and liabilities. Christopher W. Terry, Esq. at Boyer Terry LLC represents the Debtor as counsel. PRIME HARVEST: Seeks to Hire Sterling Consulting as Consultant -------------------------------------------------------------- Prime Harvest, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Sterling Consulting and Management, LLC and Maurice Simon as consultant. Sterling agreed to assist Debtor with obtaining Debtor in Possession and/or exit financing. Sterling is entitled to a fee of 2.5 percent of any Credit Facility Maximum obtained and approved by the Bankruptcy Court. In addition, Sterling will also be engaged on an hourly basis at a fee of $500 per hour to consult with Legacy Bank. Mr. Simon, managing member of Sterling, disclosed in the court filings that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Maurice Simon Sterling Consulting and Management, LLC 1901 North Akard Street Dallas, TX Tel: (214) 240-8022 Fax: (214) 594-9949 About Prime Harvest Prime Harvest, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10841) on Apr. 1, 2024. In the petition signed by Calvin Burgess, president, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, PC serves as the Debtor's legal counsel. PS PROPERTIES: Seeks to Hire Whitaker Chalk as Bankruptcy Counsel ----------------------------------------------------------------- PS Properties, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Whitaker Chalk Swindle & Schwartz PLLC as bankruptcy counsel. Whitaker Chalk will give legal advice to the Debtors with respect to the Bankruptcy Cases, the Debtors' powers and duties as Debtors-in-Possession and will perform all necessary legal services for the Debtors that may be necessary to assist them in their reorganization. The firm will be paid at these hourly rates: Robert A. Simon (Member) $500 Associates $275 to $350 Bonnie Peck (paralegal) $125 Robert A. Simon, partner of Whitaker Chalk Swindle & Schwartz, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Whitaker Chalk can be reached at: Robert A. Simon, Esq. WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC 301 Commerce Street, Suite 3500 Fort Worth, TX 76102 Tel: (817) 878-0543 Fax: (817) 878-0501 E-mail: rsimon@whitakerchalk.com About PS Properties, LLC PPS Properties, LLC, filed for Chapter 11 protection on August 5, 2024 (Bankr. W.D. Tex. Case No. 24-60443). At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and $500,001 to $1 million in liabilities. Judge Michael M Parker presides over the case. Robert A. Simon, Esq. at Whitaker Chalk Swindle & Schwartz represents the Debtor as counsel. QUICK SERVE: Seeks to Hire William S. Gannon as Bankruptcy Counsel ------------------------------------------------------------------ Quick Serve LLC seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ William S. Gannon PLLC as general bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties as debtor-in-possession and the continued management and operation of its businesses and properties; b. attending meetings and negotiating with representatives of creditors and other parties in interest, responding to creditor inquiries, and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; c. negotiating and preparing on behalf of the Debtor a plan or plans of reorganization, and all related documents, and prosecuting the plan or plans through the confirmation process; d. representing the Debtor in connection with any adversary proceedings or automatic stay litigation that may be commenced in the proceedings and any other action necessary to protect and preserve the Debtor’s estates; e. advising the Debtor in connection with any sale of assets; f. representing and advising the Debtor regarding post-confirmation operations and consummation of a plan or plans of reorganization; g. appearing before the Family Court as amicus curiae to represent the interests of Debtor and the estate in the Lee Divorce Matter to the extent necessary or deemed to be helpful to the Family Court; h. appearing before this Court, any appellate courts, and the U.S. Trustee and protecting the interests of the Debtor before such courts and the U.S. Trustee; i. preparing necessary motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; and j. performing all other legal services for and providing all other legal advice to the Debtor that may be necessary and proper in these proceedings, including, without limitation, services or legal advice relating to applicable state and federal laws and securities, labor, commercial, and real estate laws. The hourly rates of the firm's counsel and staff are as follows: William S. Gannon, Esq., Attorney $525 Mari Voisine, Paralegal $120 Jeanne Arquette-Koehler, Administrative Assistant $120 In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Mr. Gannon disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William S. Gannon, Esq. William S. Gannon, PLLC 740 Chestnut Street Manchester, NH 03104 Telephone: (603) 621-0833 Facsimile: (603) 621-0830 Email: bgannon@gannonlawfirm.com About Quick Serve LLC Quick Serve LLC -- https://www.thebeachplum.net/reviews -- doing business as The Beach Plum, is a seasonal store located in The Old Firehouse on the historic village green of Fishers Island, New York. Quick Serve LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.H. Case No. 24-10518) on July 30, 2024. In the petition filed by Robert Lee, as member and manager, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by William S. Gannon, Esq. at William S. Gannon PLLC. RESTAURANT BRANDS: S&P Assigns 'BB+' Rating on New First-Lien Notes ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to the proposed first-lien notes issued by Restaurant Brands International Inc.'s (RBI) indirect subsidiaries 1011778 B.C. Unlimited Liability Co. and New Red Finance Inc. The '2' recovery rating indicates its expectation of substantial (70%-90%; rounded estimate: 70%) recovery of principal in the event of a payment default. S&P expects the company will use proceeds to redeem the $500 million first-lien notes due 2025. The like-for-like transaction is positive for liquidity and essentially neutral to the long-term credit profile. S&P said, "All of our existing ratings on RBI, including our 'BB' issuer credit rating and positive outlook, are unchanged. The company's leverage is around 5x as of the quarter ended June 30, 2024. The positive outlook reflects the potential for an upgrade if RBI continues to grow EBITDA while keeping debt relatively flat such that we expect adjusted debt to EBITDA to be sustained below 4.5x. We expect the challenging consumer environment to continue in the back half of 2024 and into 2025 but think RBI can continue to significantly expand its franchised restaurant base, especially internationally. At the same time, we think Tim Hortons sales are resilient even in a softer economy due to brand loyalty and perceived value, mitigating flattish same store sales at Burger King, Popeyes, and Firehouse." ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P simulates a default to assess the recovery prospects on RBI's first-lien credit facility and first-lien notes, based on our estimated emergence valuation. -- The recovery rating on the second-lien notes reflects their junior ranking in the capital structure and S&P's expectation of negligible recovery prospects once priority claims are satisfied. -- S&P's default scenario incorporates a steep decline in revenue and EBITDA that results from economic weakness and contraction in consumer discretionary spending. -- This scenario also envisions a loss of market share because of an intensifying competitive environment in the QSR and broader restaurant industry. -- The 6x multiple is greater than the restaurant peer average multiple because of RBI's significant franchised base and solid brand recognition. Simulated default assumptions -- Simulated year of default: 2029 -- EBITDA at emergence: $1.37 billion -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $7.8 billion -- Secured first-lien debt claims: $11.0 billion* --Recovery expectations: 70%-90% (rounded estimate: 70%) -- Secured second-lien debt claims: $3.7 billion* --Recovery expectations: 0%-10% (rounded estimate: 0%) *All debt amounts include six months of prepetition interest. RFC HOMES: Case Summary & Nine Unsecured Creditors -------------------------------------------------- Debtor: RFC Homes, LLC 171 Clark Road Dequincy, LA 70633 Business Description: RFC Homes is a residential building construction company. Chapter 11 Petition Date: September 3, 2024 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 24-20406 Judge: Hon. John W Kolwe Debtor's Counsel: Wade N. Kelly, Esq. WADE N KELLY, LLC Packard LaPray 2201 Oak Park Boulevard Lake Charles, LA 70601 Tel: 337-431-7170 Email: staff@packardlaw.com Total Assets: $1,705,000 Total Liabilities: $2,090,597 The petition was signed by Rhett A. Fontenot as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7TXEWQA/RFC_Homes_LLC__lawbke-24-20406__0001.0.pdf?mcid=tGE4TAMA ROCKPOINT GAS: S&P Assigns 'BB' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings assigned a 'BB' issuer credit rating to Rockpoint Gas Storage Partners L.P., a Canadian based natural gas storage company. At the same time, S&P assigned a 'BB' issue-level rating to the first-lien TLB, reflecting its expectation of meaningful recovery (50%-70%, rounded estimate: 60%) of principal in the event of default. The stable outlook reflects S&P's expectation of S&P Global Ratings-adjusted debt to EBITDA of 3.7x-4.0x in fiscal years 2025 and 2026. Rockpoint benefits from a contracted cash profile with limited direct commodity price exposure. About 83% of its expected fiscal 2025 (ending March 2025) capacity is contracted, with 36% underpinned by long-term firm storage contracts and a weighted average remaining term of three years. This is partially offset by 47% of its capacity contracted by short-term storage contracts with tenors of under one year, which are at risk of renewal if the natural gas storage demand environment in its markets weaken. Some capacity (12%) is utilized by optimization volumes, which are directly tied to seasonal commodity price differentials in natural gas. Any remaining capacity (less than 5%) is considered unutilized. The assets have a diverse customer base with over 60% of customers investment-grade counterparties, with no single counterparty accounting for a significant portion of revenue. S&P said, "In our view, Rockpoint's business has limited diversity. Although the company has facilities in Alberta and California, we believe gas storage fundamentals are correlated, so there is limited benefit from geographical diversity. Our view of scale reflects anticipated S&P Global Ratings-adjusted EBITDA of $330 million-$350 million in 2025 and 2026, growing to approximately $380 million in 2027. "We anticipate the company's profitability will be above average for its industry through 2027; however, volatility in profitability has historically been very high. As we expect a higher percentage of contracts to be re-contracted with longer tenures over the next three years, we believe volatility will lessen. "The stable outlook reflects our expectations that leverage will remain 3.7x-4.0x in fiscal-years 2025 and 2026 and that short-term contracted volumes will continue to renew at existing levels." S&P could consider a negative rating action if it expects leverage to sustain above 4.0x. This could occur if: -- Market conditions deteriorate such that rates and volumes decline; -- The borrower is unable to extend existing contracts: or -- The borrower adopts a more aggressive financial policy. S&P could consider a positive rating action if the borrowers: -- Improve existing contract structures such that long-term tenured contracts encompass a majority of expected cash flow; and -- S&P expects leverage to sustain below 3.5x. S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Rockpoint, which reflects the above-average transition risk inherent in the midstream industry. The partnership owns and operates natural gas storage facilities, which expose it to the potential for declining demand due to the ongoing energy transition. The company also faces high re-contracting risk that exposes it to a potential decline in its demand and usage over the short to medium term, further exacerbating its climate change transition risk exposure." ROCKY MOUNTAIN: Moody's Affirms 'Ba1' Rating on 2019 School Bonds ----------------------------------------------------------------- Moody's Ratings has affirmed the Ba1 rating and stable outlook on Rocky Mountain Classical Academy, CO's Charter School Revenue Refunding Bonds (Rocky Mountain Classical Academy Project), Series 2019. The school had approximately $39.9 million of debt outstanding as of the Fiscal 2023 audit. RATINGS RATIONALE The Ba1 rating is supported by the school's healthy financial margins and growing revenues that have kept liquidity relatively healthy over the past several years. Negatively, the school's leverage is high following the issuance of additional debt in 2022. Additionally, the school's enrollment declined slightly in 2024 and the admissions waitlist is relatively short compared to total enrollment, likely driven by the competitiveness of the local market and academic results that are only roughly in line with both the state and the local school district. RATING OUTLOOK The stable outlook reflects the likelihood that the school's waitlist will remain modest and enrollment will continue to see minor negative fluctuations as charter schools in the area continue to compete for students. Healthy budgetary performance and recent increases to school funding will keep the academy's financial position stable. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Substantial increase in the student waitlist, particularly if the waitlist were to approach 50% of enrollment -- Increase in financial reserves that boosts days cash on hand beyond 200 days FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Further declines in enrollment, particularly if this begins to impact financial margins or debt service coverage -- Draws on financial reserves that bring days cash on hand below 100 LEGAL SECURITY The bonds are paid by the RMCA Building Corporation, which receives rental payments from Rocky Mountain Classical Academy pursuant to a lease agreement. The base rents under the lease agreement are paid directly to the corporation by the state under a statute that creates an intercept of the school's state funding. The bonds further benefit from a pledge of real estate over a deed of trust. PROFILE Rocky Mountain Classical Academy is a charter school located in Colorado Springs. The school opened in 2007 and presently serves 1,228 students in PreK-8 and a further 476 students enrolled in a K-12 homeschool program offered by the school. METHODOLOGY The principal methodology used in this rating was US Charter Schools published in April 2024. SERINDEEP INTERNATIONAL: Taps James B. Miller, PA as Counsel ------------------------------------------------------------ Serindeep International Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire James B. Miller, P.A. as its bankruptcy counsel. The firm will render these services: a. advise the Debtor with respect to its powers and duties as debtor-in possession and the continued management of its affairs; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor and the estate in all matters pending before the Court; and e. represent the Debtor in negotiations with its creditors in the preparation of a plan. The firm will charge $600 per hour for the services of its attorney, James Miller, Esq., and $165 per hour for paralegal services. Mr. Miller disclosed in court filings that his firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: James B. Miller, Esq. James B. Miller, P.A. 19 West Flagler St. #416 Miami, FL 33130 Tel: (305) 374-0200 Email: bkcmiami@gmail.com About Serindeep International Serindeep International Inc., a Miami-based company, filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 24-17241) on July 19, 2024, with $1 million to $10 million in both assets and liabilities. Sivakumar Sinnarajah, president, signed the petition. Judge Robert A. Mark oversees the case. The Debtor is represented by James B. Miller, Esq., at James B. Miller, P.A. SEVEN RIVERS: Hires Bond Law Office as Bankruptcy Counsel --------------------------------------------------------- Seven Rivers Leasing Corporation Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ Bond Law Office as bankruptcy counsel. The firm's services include: a. advising the Debtor of its rights, powers and duties as Debtor-in Possession, including those with respect to the continued operation and management of its business and property; b. advising the Debtor concerning and assisting in the negotiation and documentation of financing agreemaents, cash collateral orders and related transactions; c. investigating into the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of said liens; d. investigating into, advising the Debtor concerning and taking such actions as may be necessary to collect and, in accordance with applicable law, recover property for the benefit of the Debtor's estate; e. preparing on behalf of the Debtor such applications, motions, pleadings, orders, notices, schedules and other documents as may be necessary and appropriate, and reviewing financial and other reports to be filed herein; f. advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed and served herein; g. counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan or plans of reorganization and related documents; and h. performing such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. The firm will be paid at these rates: Stanley V Bond $350 per hour Associate counsel $250 per hour Legal assistants $100 per hour The firm received from the Debtor the amount of $3,986. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stanley V Bond, Esq., a partner at Bond Law Office, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stanley V Bond, Esq. PO Box 1893 Fayetteville, AR 72702-1893 Tel: (479) 444-0255 Fax: (479) 235-2827 Email: attybond@me.com About Seven Rivers Leasing Corporation Inc., Seven Rivers Leasing Corporation is primarily engaged in renting and leasing real estate properties. Seven Rivers Leasing Corporation, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 24-70617) on April 16, 2024, listing $2,964,760 in assets and $999,863 in liabilities. The petition was signed by Brenda Sloan as secretary/treasurer. Judge Bianca M. Rucker presides over the case. Donald A. Brady, Jr., Esq. at BRADY LAW FIRM represents the Debtor as counsel. SIYATA MOBILE: Posts $12.9 Million Net Loss in Fiscal Q2 -------------------------------------------------------- Siyata Mobile Inc. announced its financial results for the three months ended June 30, 2024. Marc Seelenfreund, CEO of Siyata, said, "Second quarter revenue growth was tempered in large part due to the timing of the delivery of customer orders. However, we have a backlog of more than $7 million of confirmed orders, which gives us strong visibility into the second half of 2024. As such, we expect the third quarter will be a break-out quarter with high double digit year-over-year growth as the delivery of orders accelerates. We have achieved 'stocked' status for our SD7 handsets with four of the largest North American cellular carriers and continue to tap into new vertical markets reinforcing a growth trajectory that extends into 2025 and beyond." Key financial highlights for the three months ended June 30, 2024: * Revenues were $1.9 million compared to $2.7 million for the three months ended June 30, 2023. * Gross profit of $196,814, or 10.4% of revenue, compared to $804,000, or 29.7% of revenue, in the same period last year, primarily due to a one-time heavily discounted transaction to an international reseller which we believe will positively impact revenue in second half of 2024. * Net loss was $12.9 million as compared to a net loss of $2.3 million in the same period in the prior year, primarily due to a non cash recognition of the differences between fair value of capital raises compared to cash received resulting in a $6.7 million additional loss, as well as a $1.0 million loss due to transaction costs incurred for the financings and $2.0 million of marketing costs on investor awareness of our Company. * Adjusted EBITDA was ($3.8 million), versus ($2.0 million) in the prior year. Liquidity and Capital Resources As of June 30, 2024, the Company had a cash balance of $2.7 million compared to $0.9 million as of December 31, 2023. During the second quarter, the company closed two public offerings of common shares and/or pre-funded warrants to purchase common shares for gross proceeds of approximately $10 million in aggregate. About Siyata Mobile British Columbia, Canada-based Siyata Mobile Inc. is a B2B global developer and vendor of next-generation Push-To-Talk over Cellular handsets and accessories. Its portfolio of rugged PTT handsets and accessories enables first responders and enterprise workers to instantly communicate over a nationwide cellular network of choice, to increase situational awareness and save lives. Police, fire, and ambulance organizations, as well as schools, utilities, security companies, hospitals, waste management companies, resorts, and many other organizations use Siyata PTT handsets and accessories. Jerusalem, Israel-based Barzily and Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 3, 2024, citing that the Company has suffered recurring losses from operations, high accumulated losses, an outstanding bank loan, and an outstanding balance in respect of the sale of future receipts, that raise substantial doubt about its ability to continue as a going concern. SOLIGENIX INC: Inks $5.8M At-Market Sales Agreement With A.G.P. --------------------------------------------------------------- Soligenix, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and A.G.P./Alliance Global Partners entered into an At Market Issuance Sales Agreement, pursuant to which the Company may sell from time to time, at its option, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $5.8 million, through AGP, as sales agent. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, AGP may sell the shares by any method permitted by law deemed to be an "at-the-market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market, the trading market for the Company's common stock, or any other existing trading market in the United States for the common stock, sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. The Company cannot provide any assurances that it will issue any shares pursuant to the Sales Agreement. The Sales Agreement may be terminated by the Company upon notice to AGP or by AGP upon notice to the Company, or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earliest of (a) December 15, 2026, (b) the sale of all of the shares of common stock subject to the Sales Agreement, (c) the termination of the Sales Agreement by AGP or the Company, as permitted therein, and (d) the mutual agreement of the parties. The Company will pay AGP a fixed commission rate equal to up to 3.0% of the gross proceeds from the sale of shares sold under the Sales Agreement. The Company will also reimburse AGP for certain specified expenses in connection with entering into the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may suspend solicitation and offers under the Sales Agreement. The shares will be issued pursuant to the Company's shelf registration statement on Form S-3, as amended (File No. 333-274265), originally filed with the U.S. Securities and Exchange Commission (the "SEC") on August 30, 2023, and that was declared effective on December 15, 2023, the base prospectus filed as part of such registration statement, and the prospectus supplement dated August 16, 2024, filed by the Company with the SEC. The Sales Agreement contains customary representations, warranties and covenants by the Company. The Company has agreed in the Sales Agreement to provide indemnification and contribution to AGP against certain liabilities, including liabilities under the Securities Act. From time to time, in the ordinary course of business, AGP has provided, and in the future may provide, various financial advisory and investment banking services to the Company, for which they have received or will receive customary fees and reimbursement of expenses. About Soligenix Headquartered in Princeton, N.J., Soligenix, Inc. -- http://www.soligenix.com-- is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. The Company maintains two active business segments: Specialized BioTherapeutics and Public Health Solutions. Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. SOUTH COAST: Case Summary & 16 Unsecured Creditors -------------------------------------------------- Debtor: South Coast Equipment LLC 21313 SW 147th Avenue Miami, FL 33187 Business Description: SCE specializes in land clearing, demolition, earth work, and utility construction services. Chapter 11 Petition Date: September 3, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-19043 Judge: Hon. Laurel M Isicoff Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 500 NE 4th Street, Suite 200 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com Total Assets: $618,928 Total Liabilities: $1,219,748 The petition was signed by David Presmanes as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IT326JQ/South_Coast_Equipment_LLC__flsbke-24-19043__0001.0.pdf?mcid=tGE4TAMA STOOL AND DINETTE: Hires Bankruptcy Legal Center as Counsel ----------------------------------------------------------- Stool And Dinette Factory, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Bankruptcy Legal Center as counsel. The firm will provide these services: a. provide Debtor general legal advice with respect to its powers and duties as Debtor-In-Possession and the continued operation of its business and management of its property; b. prepare, on behalf of Debtor-In-Possession, necessary applications, answers, orders, reports, and other legal papers including, without limitation, emergency orders for the operation of the business, including applications and orders for use of cash collateral; and c. perform all other legal services for Debtor as Debtor-In-Possession which may be necessary. The firm will be paid at these rates: James F. Kahn $495 per hour Krystal M. Ahart $395 per hour Paralegal Assistant $195 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. James F. Kahn, Esq., a partner at Bankruptcy Legal Center, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James F. Kahn, Esq. Bankruptcy Legal Center 301 E. Bethany Home Rd., Suite C-195 Phoenix, AZ 85012-1266 Telephone: (602) 266-1717 Facsimile: (602) 266-2484 Email: James.Kahn@azbk.biz About Stool and Dinette Factory, Inc. Stool and Dinette Factory, Inc. in Scottsdale, AZ, filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-12170) on July 16, 2013, listing $100,001 to $500,000 in assets and $1,000,001 to $10,000,000 in liabilities. Kenneth L. Felder, president, signed the petition. Judge Eddward P. Ballinger, Jr. oversees the case. JAMES F. KAHN, P.C. serve as the Debtor's legal counsel. SYCAMORE GARDENS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Sycamore Gardens, LLC 4802 Sycamore Ave Pasadena, TX 77503-3853 Business Description: Sycamore Gardens is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 3, 2024 Court: United States Bankruptcy Court Southern District of Texas Case No.: 24-34116 Debtor's Counsel: Reese Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln Ste 300 Houston TX 77024-2824 Email: courtdocs@bakerassociates.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mitchell Steiman as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CUVG47A/Sycamore_Gardens_LLC__txsbke-24-34116__0001.0.pdf?mcid=tGE4TAMA TRANSDIGM INC: S&P Rates 1st-Lien Term Loan / Secured Notes 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue level rating and '3' recovery rating to TransDigm Inc.’s (BB-/Stable/--) proposed $1,500 million first-lien term loan due 2032 and $1,500 million senior secured notes due 2033. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate 50%) recovery in the event of a hypothetical default situation. TransDigm intends to utilize the proceeds from the proposed transaction to fund up to $4,500 million special dividend, aligning with its historically aggressive financial policy. S&P said, "We factored the proposed transaction into our forecasts and although it will result in a material increase in leverage, we expect credit metrics to remain within our anticipated ranges and consistent with the current rating." The company's commitment to returning value to shareholders through this special dividend is in line with its established financial strategy. TransDigm is a global designer, producer, and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service with a focus on aftermarket content (75% of EBITDA). The company has over 40 product lines, including actuators, ignition systems, gear pumps, valves, lighting, audio, batteries, latching and locking devices, lavatory hardware, and starter generators. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- The company's capital structure now consists of a $910 million revolver, a $450 million accounts-receivable (A/R) securitization facility, approximately $19.7 billion of secured debt, and $4.6 billion of subordinated notes, inclusive of the proposed transactions. Other default assumptions include SOFR at 3.5%, the revolver is 85% drawn at default, and the A/R facility is 100% drawn and a priority claim. Simulated default assumptions -- Year of default 2028 -- EBITDA at emergence: $1.78 billion -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $10.28 billion -- Obligor/nonobligor split: 85%/15% -- Priority claims (A/R facility): $458 million -- Value available to first-lien claim: $9.28 billion -- First-lien claims: $19.05 billion --Recovery expectations: 50%-70%; rounded estimate: 50% -- Value available for subordinated claims: $539 million -- Estimated subordinated claims: $9.7 billion. --Recovery expectations: 0%-10%; rounded estimate: 0% TRINITAS ADVANTAGED: Affiliates Seek OK to Sell Tulare Ranches -------------------------------------------------------------- Porterville, LLC and Toor Ranch, LLC will ask the U.S. Bankruptcy Court for the Northern District of California at a hearing on Sept. 10 to approve the sale of their real properties in Tulare County, Calif. Porterville is selling approximately 407.21 acres of farmland to the trustees of the Vanderham Family Revocable Trust while the other company is selling approximately 58.31 acres of farmland to Road 88, LLC, a California limited liability company. The Vanderham trustees offered $7 million in cash for the Porterville ranch. In addition to the purchase price, the trustees will credit Porterville $920,000 for cultural costs it incurred prior to closing with respect to the 2024 and 2025 crops, or approximately $2,300 per planted acre. Meanwhile, Road 88 made a cash offer of $932,960. In addition to the purchase price, the buyer will credit Toor $130,500 for cultural costs incurred by the company prior to closing with respect to the 2024 and 2025 crops, or approximately $2,250 per planted acre. Both sale transactions must close within 14 days after entry of the bankruptcy court's order approving the transactions but no later than 40 days from the effective date of the sale agreements. The companies previously offered for sale all of their almond orchards and related assets to comply with their obligations to meet milestones established under the post-petition financing agreement with their secured lender, Rabo Agrifinance, LLC. Both the Porterville and Toor properties failed to sell. About Trinitas Advantaged Agriculture Partners IV LP Trinitas Advantaged Agriculture Partners IV, LP (TAAP IV) is an investment vehicle that was organized in 2015 to acquire, develop, cultivate, and operate primarily almond ranches in the Central Valley of California. TAAP IV owns and, through Trinitas Farming LLC, operates 17 almond ranches, each of which is held by a separate subsidiary, covering 7,856 planted acres in Solano, Contra Costa, San Joaquin, Fresno, and Tulare Counties. Trinitas and its affiliates filed voluntary Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 24-50211) on Feb. 19, 2024. At the time of the filing, Trinitas reported $100 million to $500 million in both assets and liabilities. Judge Dennis Montali oversees the cases. The Debtors tapped Keller Benvenutti Kim, LLP as legal counsel; Arch & Beam Global, LLC as financial advisor; and Moss Adams, LLP as tax advisor. Donlin, Recano & Company, Inc. is the claims and noticing agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Raines Feldman Littrell, LLP and Husch Blackwell, LLP as legal counsels, and Dundon Advisers, LLC as financial advisor. ULTRA HOLDINGS: Case Summary & 13 Unsecured Creditors ----------------------------------------------------- Debtor: Ultra Holdings, LLC 31819 Kanis Road Paron, AR 72122 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: September 3, 2024 Court: United States Bankruptcy Court Eastern District of Arkansas Case No.: 24-12871 Judge: Hon. Richard D Taylor Debtor's Counsel: James E. Smith, Esq. BARBER LAW FIRM, PLLC 425 West Capitol Avenue, Suite 3400 Little Rock, AR 72201 Tel: (501) 687-1444 Email: mhodge@barberlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Chapin as member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EZZVHBI/Ultra_Holdings_LLC__arebke-24-12871__0001.0.pdf?mcid=tGE4TAMA US NUCLEAR: Needs More Time to Complete Q2 2024 Form 10-Q --------------------------------------------------------- US Nuclear Corp. disclosed via Form 12b-25 filed with the U.S. Securities and Exchange Commission that it is unable to file, without unreasonable effort or expense, its Form 10-Q for the period ended June 30, 2024. Additional time is needed for the Company to compile and analyze supporting documentation in order to complete the Form 10-Q and in order to permit the Company's independent registered public accounting firm to complete its review of the consolidated financial statements included in the Form 10-Q. The Company intends to file the Form 10-Q as soon as possible. About US Nuclear US Nuclear Corp. is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world. As of December 31, 2023, the Company had $2,856,876 in total assets, $4,839,495 in total liabilities, and $1,982,619 in total stockholders' deficit. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 7, 2024, citing that the Company has an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. WEALSHIRE REHAB: Seeks to Tap Templin Healthcare as Accountant -------------------------------------------------------------- Wealshire Rehab, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Templin Healthcare Accounting Services, LLP as its accountant. The firm will render these services: a. prepare monthly statements, including with respect to monthly operating reports; b. assist with and adjust the general ledger; and c. perform all other tasks as agreed between the Debtor and Templin. Templin's billing rate for the 2024 calendar year is $150 per hour. As disclosed in the court filings, Templin does not hold or represent any interest adverse to the Debtor's estate, and is a "disinterested person," as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Larry Templin, CPA Templin Healthcare Accounting Services, LLP PO Box 326 Plainfield, IL 60544 Phone: (630) 361-2868 About Wealshire Rehab Wealshire Rehab, LLC, doing business as The Wealshire Center of Excellence, owns and operates skilled nursing care and rehab center in Lincolnshire, Ill. It offers post-surgical support, hip replacement rehabilitation, injury rehabilitation, recovery from acute medical event, stroke and cardiac rehabilitation wound care, pain management, dementia programming, and chronic outpatient management. It also provides respite services for those needing short-term nursing care. Wealshire Rehab filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09110) on June 20, 2024, with $1 million to $10 million in both assets and liabilities. Arnold Goldberg, sole member, signed the petition. Judge Donald R. Cassling presides over the case. Harold D. Israel, Esq., at Levenfeld Pearlstein, LLC represents the Debtor as legal counsel. WILL-ONITAS THE SEQUEL: Seeks to Hire Rodney Shepherd as Counsel ---------------------------------------------------------------- Will-Onitas The Sequel, dba The Sequel, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Rodney Shepherd, Esq., a practicing attorney in Pittsburgh, to handle its Chapter 11 case. Mr. Shepherd received a retainer from the Debtor in the amount of $3,000 and will charge at the hourly rate of $300 should the retainer become exhausted. In addition, the attorney will receive reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, Mr. Shepherd is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Shepherd can be reached at: Rodney D. Shepherd, Esq. 2403 Sidney Street, Suite 208 Pittsburgh, PA 15203 Tel: (412) 471-9670 Email: rodsheph@cs.com About Will-Onitas The Sequel dba The Sequel, LLC Will-Onitas The Sequel dba The Sequel, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-22001) on August 15, 2024, listing up to $50,000 in both assets and liabilities. Rodney D. Shepherd, Esq. at River Park Commons represents the Debtor as counsel. WINTA ASSET: Hires Northgate Real Estate as Real Estate Advisor --------------------------------------------------------------- Winta Asset Management LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mew York to employ Northgate Real Estate Group as real estate advisor. The firm will market and sell the Debtor's real property located at 70 Broad Street, New York, New York 10004. The firm will be paid a commission of 3.25 percent of the gross purchase price, Greg Corbin, a president at Northgate Real Estate Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The broker can be reached through: Greg Corbin Northgate Real Estate Group 1633 Broadway, 46th Floor New York, NY 10019 Phone: (212) 369-4000 Email: Greg@northgatereg.com About Winta Asset Management LLC Winta Asset is the owner of a mixed-use office and residential building located at 70 Broad Street, New York, New York valued at $16 million. Winta Asset Management LLC in New York, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-10848) on May 17, 2024, listing $16,000,000 in assets and $24,168,362 in liabilities. Ephraim Diamond as chief restructuring officer, signed the petition. Judge Michael E Wiles oversees the case. DAVIDOFF HUTCHER & CITRON LLP serve as the Debtor's legal counsel. WINWOOD-HOMOSASSA 3: Hires Underwood Murray as Special Counsel -------------------------------------------------------------- Winwood-Homosassa 3, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Underwood Murray, P.A., as special real estate counsel. The firm will represent the Debtor in the sale process of its real property located at 3959 South Suncoast Blvd., Homosassa, FL 34448. Daniel E. Etlinger, Esq., an attorney with Underwood Murray, will be responsible for the representation. His hourly rate will be $425 and the hourly rates on our other professionals range from $600 to $140. Mr. Etlinger disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel E. Etlinger. Esq. Underwood Murray, P.A. 100 North Tampa St., Suite 2325 Tampa, FL 33602 Office: (813) 540-8407 Cell: (585) 733-9792 Email: detlinger@underwoodmurray.com About Winwood-Homosassa 3, LLC Winwood-Homosassa 3 is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Winwood-Homosassa 3, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-71954) on May 22, 2024, listing $1,000,560 in assets and $2,500,000 in liabilities. The petition was signed by Enzo Bonura as managing member. Judge Louis A. Scarcella presides over the case. H Bruce Bronson, Esq. at BRONSON LAW OFFICES PC represents the Debtor as counsel. X4 PHARMACEUTICALS: Receives Nasdaq's Bid Price Deficiency Notice ----------------------------------------------------------------- X4 Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a deficiency letter from The Nasdaq Stock Market LLC notifying the Company that, for the 32 consecutive business days prior to August 13, 2024, the closing bid price of the Company's shares of common stock, $0.001 par value per share, has not been maintained at the minimum required closing bid price of at least $1.00 per share, as required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq Letter does not result in the immediate delisting of the Company's Common Stock, and the Company's Common Stock will continue to trade uninterrupted on the Nasdaq Capital Market under the symbol "XFOR." In accordance with the listing rules of Nasdaq, the Company has been given 180 calendar days, or until February 10, 2025, to regain compliance with the minimum bid price requirement. If at any time before the Compliance Date, the closing bid price of the Company's Common Stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written notification to the Company that it complies with the minimum bid price requirement. If the Company is unable to regain compliance before the Compliance Date, the Company may be eligible for an additional 180 calendar days to satisfy the Bid Price Rule. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market with the exception of the Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during such additional compliance period, by effecting a reverse stock split, if necessary. If it appears to Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, and the Company does not regain compliance by the Compliance Date, Nasdaq will provide written notification to the Company that its Common Stock is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the panel, such appeal would be successful. The Company intends to actively monitor the closing bid price of its Common Stock and, as appropriate, will consider available options to regain compliance with the Bid Price Rule, including potentially seeking to effect a reverse stock split. There can be no assurance that the Company will be able to regain compliance with the Bid Price Rule or will otherwise be in compliance with other Nasdaq listing criteria and that the Company will be able to maintain its listing with Nasdaq. About X4 Pharmaceuticals Boston, Mass.-based X4 Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing, and commercializing novel therapeutics for the treatment of rare diseases and those with limited treatment options, particularly conditions resulting from immune system dysfunction. As of March 31, 2024, the Company had $112.1 million in total assets, $111.1 million in total liabilities, and $1.04 million in total stockholders' equity. The Company cautioned in its Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company said, "Since our inception, we have incurred significant operating losses and negative cash flows from our operations. As of March 31, 2024, our cash and cash equivalents were $60.5 million, our restricted cash balance was $0.8 million, and our investment in marketable securities was $20.4 million. We have a covenant under our Hercules Loan Agreement that currently requires that we maintain a minimum level of cash of $20 million through January 31, 2025, subject to subsequent reductions. Based on our current cash flow projections, which exclude any benefit from the potential sale of our PRV, no additional borrowings that may become available on Hercules Loan Agreement, and with no additional external funding, we believe that we will not be able to maintain the minimum cash required to satisfy this covenant beginning in the first quarter of 2025. In such event, the lenders could require the repayment of all outstanding debt." [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Frozen Horizon Alaska, LLC Bankr. D. Ala. Case No. 24-00155 Chapter 11 Petition filed August 30, 2024 See https://www.pacermonitor.com/view/F4DLV4Y/Frozen_Horizon_Alaska_LLC__akbke-24-00155__0001.0.pdf?mcid=tGE4TAMA represented by: Jennifer L. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. E-mail: courtmail@expresslaw.com In re SI SE Puede Enterprises, LLC Bankr. D. Ariz. 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Case No. 24-12165 Chapter 11 Petition filed August 30, 2024 See https://www.pacermonitor.com/view/OGEJSGQ/Custom_Cold_LLC__wawbke-24-12165__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Brianna Michelle Agogho Bankr. D.D.C. Case No. 24-00301 Chapter 11 Petition filed August 30, 2024 represented by: Claude Alde, Esq. In re Francis John Sobczak Bankr. S.D. Fla. Case No. 24-18931 Chapter 11 Petition filed August 30, 2024 represented by: Chad Van Horn, Esq. In re Vephkhvia Saakashvili Bankr. D.N.J. Case No. 24-18658 Chapter 11 Petition filed August 30, 2024 represented by: Alla Kachan, Esq. In re Felix Vega Torres and Yadira Cruz Cuevas Bankr. D.P.R. Case No. 24-03683 Chapter 11 Petition filed August 30, 2024 represented by: Nilda Gonzalez Cordero, Esq. In re Curtis Dale Bumgarner Bankr. D.S.C. Case No. 24-03185 Chapter 11 Petition filed August 30, 2024 represented by: Robert Cooper, Esq. THE COOPER LAW FIRM In re Gonasagaree Govender Bankr. N.D. Tex. Case No. 24-43110 Chapter 11 Petition filed August 30, 2024 represented by: M. Watson, Esq. In re Majestic Christian Center Bankr. S.D. Tex. Case No. 24-34062 Chapter 11 Petition filed August 30, 2024 See https://www.pacermonitor.com/view/XNVWWYQ/Majestic_Christian_Center__txsbke-24-34062__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Kimi Nguyen Bankr. W.D. Wash. Case No. 24-12191 Chapter 11 Petition filed August 30, 2024 In re Ben Cameron Smith Bankr. W.D. Wash. Case No. 24-12181 Chapter 11 Petition filed August 30, 2024 In re 1728 Detroit Court Partners, LLC Bankr. N.D. Ga. Case No. 24-59220 Chapter 11 Petition filed September 1, 2024 See https://www.pacermonitor.com/view/E4JDDLQ/1728_Detroit_Court_Partners_LLC__ganbke-24-59220__0001.0.pdf?mcid=tGE4TAMA represented by: Natalyn Archibong, Esq. LAW OFFICES OF NATALYN ARCHIBONG E-mail: nmarchibong@gmail.com In re Fleak Real Estate Holding Group, LLC Bankr. N.D. Ga. Case No. 24-57999 Chapter 11 Petition filed Sept. 2, 2024 See https://www.pacermonitor.com/view/A32DRXI/Fleak_Real_Estate_Holding_Group__ganbke-24-57999__0027.0.pdf?mcid=tGE4TAMA represented by: Sims W. Gordon, Jr., Esq. THE GORDON LAW FIRM, PC Email: law@gordonlawpc.com In re Wagyu Restaurant Inc. Bankr. N.D. Ill. Case No. 24-12981 Chapter 11 Petition filed September 2, 2024 See https://www.pacermonitor.com/view/MO5WV4I/Wagyu_Restaurant_Inc__ilnbke-24-12981__0001.0.pdf?mcid=tGE4TAMA represented by: Joel Schechter, Esq. LAW OFFICES OF JOEL A. SCHECHTER E-mail: joelschechter1953@gmail.com In re RTA Dennis Catherine Premier Furniture Maryland LLC Bankr. D. Md. Case No. 24-17365 Chapter 11 Petition filed September 2, 2024 See https://www.pacermonitor.com/view/UQPGJXY/RTA_Dennis_Catherine_Premier_Furniture__mdbke-24-17365__0001.0.pdf?mcid=tGE4TAMA represented by: Geri Lyons Chase, Esq. LAW OFFICE OF GERI LYONS CHASE E-mail: gchase@glchaselaw.com In re Daniel James Dempster and Nichole Elaine Dempster Bankr. E.D. Mo. Case No. 24-43185 Chapter 11 Petition filed September 2, 2024 represented by: Spencer Desai, Esq. In re Ludmila Agivaive Bankr. D.N.J. Case No. 24-18700 Chapter 11 Petition filed September 2, 2024 represented by: Timothy Neumann, Esq. BROEGE, NEUMANN FISCHER & SHAVER LLC In re Hardrock GCS, LLC Bankr. E.D. Tex. Case No. 24-60543 Chapter 11 Petition filed September 2, 2024 See https://www.pacermonitor.com/view/FACJPSA/Hardrock_GCS_LLC__txebke-24-60543__0001.0.pdf?mcid=tGE4TAMA represented by: Robert T. DeMarco, Esq. DEMARCO MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re Michael D Cargill Bankr. W.D. Tex. Case No. 24-11073 Chapter 11 Petition filed September 2, 2024 represented by: Kell Mercer, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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