/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240918.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 18, 2024, Vol. 28, No. 261 Headlines 0 JONES ROAD: Hires Law Firm of Thomas F. Jones III as Counsel AIRWAY AIR: Radlo Seeks to Enforce Settlement over Aircraft Sale ALLEN MEDIA: $870MM Bank Debt Trades at 35% Discount ALT5 SIGMA: Financial Strain Raises Going Concern Doubt ALTAGAS LTD: S&P Rates New Junior Subordinated Debentures 'BB' AMC CONTRACTING: Case Summary & 20 Largest Unsecured Creditors AMERICAN DENTAL: Gets OK to Sell Property to Fortem-GDG for $550K AMERICAN TIRE: $1BB Bank Debt Trades at 33% Discount ANASTASIA PARENT: $650MM Bank Debt Trades at 30% Discount ARRAY MIDCO: $95.9MM Bank Debt Trades at 19% Discount ASP LS ACQUISITION: $1.38BB Bank Debt Trades at 33% Discount ASP UNIFRAX: Fitch Lowers LongTerm IDR to 'CCC-' AY PHASE II: DBD to Sell 100% Class B Interest on Sept. 27 AZEK GROUP: Moody's Hikes CFR to 'Ba2', Outlook Stable AZTEC FUND: Hires Getzler Henrich as Financial Advisor BERKSHIRE INVESTMENTS: Committee Hires Smith Gambrell as Counsel BERKSHIRE INVESTMENTS: Court OKs Bid Rules for Asset Sale BERRY PETROLEUM: Moody's Cuts CFR to B3 & Unsecured Notes to Caa1 BIO ESSENCE: Financial Strain Raises Going Concern Doubt BLACK WOLF: Amy Denton Mayer of Stichter Named Subchapter V Trustee BLUE RIBBON: $368MM Bank Debt Trades at 31% Discount BODY DETAILS: Hires Kenneth A. Welt of Trustee Services as CRO BUCA DI BEPPO: To Accept Bids on Assets Until Oct. 2 BUCKINGHAM HEIGHTS: Court Dismisses Chapter 11 Case CARESTREAM DENTAL: $160MM Bank Debt Trades at 84% Discount CEDAR GROVE: Secured Party Sets Sept. 24 Auction CELEBRATION TITLE: L. Todd Budgen Named Subchapter V Trustee CIRCLE C DEVELOPMENT: Seeks to Hire DHS Realty as Realtor CLEAN ENERGY: Extends Maturities of Mast Hill Notes to Dec. 2025 CLINE'S CORNER: Hires CDM Real Estate as Real Estate Agent CMG HOLDINGS: Posts $31,256 Net Income in Fiscal Q2 COMBAT ARMORY: U.S. Trustee Unable to Appoint Committee CONN'S INC: Committee Hires Pachulski Stang as Counsel CONN'S INC: Committee Hires Province LLC as Financial Advisor COVE CASTLES: Hires Hogan McDaniel as Delaware Counsel CRC RESTAURANT: Jerrett McConnell Named Subchapter V Trustee DARKPULSE INC: Reports Net Loss of $2.4 Million in Fiscal Q2 DIGITAL ALLY: Obtains Additional $265K Financing From Kustom DITECH HOLDING: $150,000 Sanders Claim Disallowed EEI GLOBAL: Hires CRS Capstone Partners as Financial Consultant EMPIRE TODAY: $595MM Bank Debt Trades at 32% Discount EPHPHATHA HOUSE: Robert Goe Named Subchapter V Trustee FIRST STATES: Case Summary & 16 Unsecured Creditors FLYWHEEL ADVANCED: Financial Strain Raises Going Concern Doubt FOREVER GETTING: Hires Nevada Bankruptcy Attorneys as Counsel FOUNDATION FITNESS: Gets Court Nod to Sell Assets to SPIA Cycling FROZEN HORIZON: Virginia Burdette Named Subchapter V Trustee GO NORTH GROUP: Chapter 15 Case Summary GO NORTH: Seeks U.S. Recognition of Restructuring in Sweden GREENWAVE TECHNOLOGY: Falls Short of Nasdaq Bid Price Requirement GREENWAVE TECHNOLOGY: Swings to $7.3MM Net Income in Fiscal Q2 GUARDIAN ELDER: Committee Hires Bernstein-Burkley as Counsel GUARDIAN ELDER: Committee Hires Sills Cummis as Co-Counsel HERITAGE COLLEGIATE: Buyer Agrees to Cut Breakup Fee HERITAGE COLLEGIATE: To Hold Auction on Assets Today HGLK INC: Joli Lofstedt Named Subchapter V Trustee HOLZHAUER MOTORS: U.S. Trustee Appoints Creditors' Committee HUBILU VENTURE: Financial Strain Raises Going Concern Doubt ILUMIVU INC: Case Summary & 11 Unsecured Creditors INTERNATIONAL LAND: Posts $93,697 Net Income in Fiscal Q2 IR4C INC: Seeks Court Permission to Use Cash Collateral JAKE'S REAL ESTATE: Case Summary & Two Unsecured Creditors JAMES MARITIME: Posts $2.8 Million Net Loss in Fiscal Q2 JOHAL BROTHERS: Judy Wolf Weiker Named Subchapter V Trustee JP NAIL: Angela Shortall of 3Cubed Named Subchapter V Trustee KENDON INDUSTRIES: Hires Cross & Simon LLC as Counsel LASERSHIP INC: $455MM Bank Debt Trades at 58% Discount LEGACY CLINICAL: Seeks to Hire Gregory K. Stern as Legal Counsel LILIUM N.V.: Welcomes Industry Veteran Philippe Balducchi to Board LL FLOORING: F9 Investments Holds 8.8% Equity Stake LOGIX HOLDING: $250MM Bank Debt Trades at 28% Discount MAGIPORT GROUP: Seeks Court Permission to Use Cash Collateral MAIBACH ENERGY: Seeks to Hire CGA Law Firm as Legal Counsel MATHESON FLIGHT: Affiliate to Sell Aircraft to McLean Aviation MEGHAN INC: Hires Law Offices of Michael Jay Berger as Attorney MEGHAN, INC: Reaches Deal with SBA on Cash Collateral Access MICHAEL'S INC: Case Summary & 20 Largest Unsecured Creditors MLN US HOLDCO: $576MM Bank Debt Trades at 89% Discount MPH ACQUISITION: $1.33BB Bank Debt Trades at 27% Discount NAUTICAL MARINE: Hires Accounting & Business as Accountant NORTHRIVER MIDSTREAM: Moody's Hikes CFR to 'Ba2', Outlook Stable NUVO GROUP: U.S. Trustee Unable to Appoint Committee OAK PARK: Voluntary Chapter 11 Case Summary OCEAN POWER: Completes New WAM-V for Delivery to Latin America OCEAN POWER: Incurs $4.45 Million Net Loss in First Quarter ONDAS HOLDINGS: Secures $8MM Military Order for Iron Drone Raider PAK I LLC: Hires Legal Solutions Group as Bankruptcy Counsel PATHS PROGRAM: Seeks Court Permission to Use Cash Collateral PERATON CORP: Moody's Cuts CFR to 'B3' & Alters Outlook to Negative PERKINS COMPOUNDING: Hires Julianne Frank P.A. as Counsel PHEONIX ENTERPRISES: Hires Bleakley Bavol Denman as Attorney PHOENIX COMMUNITY: Cameron McCord Named Subchapter V Trustee POSEIDON INVESTMENT: S&P Lowers ICR to 'SD' on Debt Repurchase PRETIUM PKG: $350MM Bank Debt Trades at 53% Discount PRIME CAPITAL: Case Summary & 20 Largest Unsecured Creditors PROMETRIC HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable PROVIZOR FEDERAL: Loyal Source's Bid to Withdraw Reference Denied RAYANI HOLDINGS: Case Summary & One Unsecured Creditor RE-TRON TECHNOLOGIES: Case Summary & 19 Unsecured Creditors REBORN COFFEE: Posts $1.3 Million Net Loss in Fiscal Q2 RECEPTION MEZZANINE: Fitch Lowers LongTerm IDR to 'CCC' RED BAY COFFEE: Mark Sharf Named Subchapter V Trustee RED BAY COFFEE: Seeks to Hire Belvedere Legal as Counsel ROYAL CARIBBEAN: S&P Rates New $1BB Senior Unsecured Notes 'BB+' S&S HOLDINGS: Moody's Rates New Sr. Secured Notes Due 2031 'B2' SCILEX HOLDING: Holds 39.9% Ordinary Shares of Denali Capital SEAWIND LLC: Case Summary & Unsecured Creditors SIYATA MOBILE: Achieves Bureau of Indian Standards Certification SL GREEN: S&P Lowers ICR to 'BB' on Sustained Elevated Leverage SOLUNA HOLDINGS: Secures New $25 Million Growth Capital Line SSM INDUSTRIES: Voluntary Chapter 11 Case Summary STANDARD BUILDING: Moody's Alters Outlook on 'Ba3' CFR to Positive STANLEY OIL: Case Summary & Five Unsecured Creditors STG LOGISTICS: $750MM Bank Debt Trades at 53% Discount STRIVE CONCRETE: Hires Herrin Law PLLC as Counsel SYNECHRON HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable TALEN ENERGY: S&P Upgrades ICR to 'BB-' on Improving Leverage TELESAT LLC: $1.91BB Bank Debt Trades at 51% Discount TGP COMMUNICATIONS: Loses Bid to Stay Bankruptcy Case Dismissal TIPPETT STUDIO: Seeks to Hire John Brogan as Accountant TOHI LLC: Case Summary & Five Unsecured Creditors TRONOX FINANCE: Moody's Rates Amended $902MM Sec. Term Loan 'Ba2' TRUGREEN LP: $275MM Bank Debt Trades at 18% Discount UXIN LTD: Signs MOU With Pintu (Beijing) for Proposed Investment VALCOUR PACKAGING: $160MM Bank Debt Trades at 52% Discount WHITTIER SEAFOOD: U.S. Trustee Appoints Creditors' Committee WILLAMETTE FALLS: Lender Sets Auction for Collateral WOODBRIDGE PARTNERS: Hires Jobe Law PLLC as Legal Counsel WORLD HEALTH: Financial Woes Raise Going Concern Doubt ********* 0 JONES ROAD: Hires Law Firm of Thomas F. Jones III as Counsel -------------------------------------------------------------- 0 Jones Road Development LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Law Firm of Thomas F. Jones III as counsel. The firm will provide these services: a. render legal advice with respect to his powers and duties in the continued operation of Debtor's businesses and management; b. take all necessary action to protect and preserve the bankruptcy estate; c. prepare all necessary schedules, statements, motions, answers, orders, reports and other legal papers in connection with the administration of the estate; d. assist in preparing for and filing a disclosure statement and plan of reorganization and, if necessary, amendments thereto, at the earliest possible date; and e. perform any and all other legal services reasonably necessary or otherwise requested by Debtor in connection with its Chapter 11 case and the formation and implementation for a Chapter 11 plan. The firm will be paid at these rates: Thomas F. Jones III $450 per hour paraprofessional $120 per hour The firm was paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas F. Jones III, Esq., manager at Law Firm of Thomas F. Jones III, 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: Thomas F. Jones III, Esq. Law Firm of Thomas F. Jones III 5444 Westheimer, Suite 1000, Houston, TX 77056 E-mail: tfjonesiii@gmail.com About 0 Jones Road Development LLC 0 Jones Road Development LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33631) on August 6, 2024. In the petition filed by Romy Solanji, as managing member, the Debtor reports estimated assets and liabilities between $1`million and $10 million each. The Debtor is represented by Thomas F. Jones, III, Esq. of LAW OFFICE OF THOMAS F. JONES III. AIRWAY AIR: Radlo Seeks to Enforce Settlement over Aircraft Sale ---------------------------------------------------------------- The Radlo Family 2021 Irrevocable Trust asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to enforce a settlement agreement with Airway Air Charter, Inc. and Noble Jet Holdings, LLC. According to the settlement, the Debtors agreed to sell their aircraft within 90 days, but they have failed to provide necessary documentation and access for the Radlo Trust to market and verify the aircraft’s condition. The Radlo Trust says it has been unable to obtain complete logbooks or access to the aircraft's computer systems, which is crucial for verifying maintenance and preparing for sale. The Radlo Trust also claims the Debtors have not complied with their obligations under the settlement to maintain and provide information about the aircraft. The Radlo Trust seeks an order compelling the Debtors to produce the complete logbooks, grant access to maintenance systems, allow aircraft inspection, and award attorney’s fees and costs. The Radlo Trust is requesting urgent court action to address these issues. The Stipulation for Compromise and Settlement among Airway Air Charter, Noble Jet and the Radlo Trust addresses the resolution of disputes arising from Noble's default on a $2.2 million loan secured by an aircraft. The Radlo Trust extended the loan to Noble Jet for the acquisition of a Cessna Citation Excel 560XL-5246. On June 21, 2024, the Radlo Trust commenced litigation against Noble Jet in the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, prompting the Debtors to file for Chapter 11 protection on the same day. The key points of the Stipulation include: Approval Required: The settlement needs Bankruptcy Court approval to take effect. Secured Claim: Radlo Trust’s claim of $1,944,839.37 is secured by the aircraft and will be adjusted based on payments. Payments: AAC will make monthly payments of $27,154 starting August 1, 2024. Sale and Auction: The aircraft must be sold by December 13, 2024, with a minimum sale price of $2,150,000. If unsold, it will be auctioned, with Radlo Trust having the right to credit bid. Maintenance: AAC must keep the aircraft in airworthy condition. Refinancing Option: If the Debtors refinance the aircraft, the claim amount will vary based on the timing of the repayment. The settlement also includes mutual releases of claims and provisions for handling defaults and legal costs. The Radlo Trust is represented in the Debtors' cases by: Morgan B. Edelboim, Esq. EDELBOIM LIEBERMAN PLLC 2875 N.E. 191st Street, PH1 Aventura, FL 33180 Telephone: (305) 768-9909 E-mail: morgan@elrolaw.com About Airway Air Charter Airway Air Charter, Inc. is a private jet company dedicated to excellence, personalized service, and adherence to safety standards. Its private aircraft can land at numerous airports not serviced by commercial airlines. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-16200) on June 21, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jonathan Jackson, president, signed the petition. Judge Robert A. Mark presides over the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. ALLEN MEDIA: $870MM Bank Debt Trades at 35% Discount ---------------------------------------------------- Participations in a syndicated loan under which Allen Media LLC is a borrower were trading in the secondary market around 65.4 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $870 million Term loan facility is scheduled to mature on February 10, 2027. About $840 million of the loan is withdrawn and outstanding. Allen Media LLC operates as a media company. The Company specializes in video production, photography, senior pictures, business portraits, graphic design work, photo editing, and screenplay analysis services. ALT5 SIGMA: Financial Strain Raises Going Concern Doubt ------------------------------------------------------- ALT5 Sigma Corporation disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended June 29, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, it currently faces a challenging competitive environment and is focused on improving its overall profitability, which includes managing expenses. The Company reported a net loss from continuing operations of approximately $1.6 million for the 26 weeks ended June 29, 2024. Additionally, as of June 29, 2024, the Company has total current assets of approximately $30.9 million and total current liabilities of approximately $42.5 million resulting in a net negative working capital of approximately $11.6 million. Cash used in operations from continuing operations was approximately $464,000. Additionally, stockholders' equity, as of June 29, 2024, is approximately $22.9 million. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/dukkvy32 About ALT5 Sigma Corp. Las Vegas, Nev.-based ALT5 Sigma Corporation, formerly known as JanOne Inc. is a Nasdaq-listed multidisciplinary organization focused on healthcare and fintech. As of June 28, 2024, the Company is part of the Russell Microcap Index. As of June 29, 2024, the Company has $75.4 million in total assets, $48.6 million in total liabilities, and $22.9 million in total stockholders' equity. ALTAGAS LTD: S&P Rates New Junior Subordinated Debentures 'BB' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to AltaGas Ltd.'s proposed fixed-to-fixed rate junior subordinated debentures due Sept. 30, 2054. The company intends to use the net proceeds from these notes for general corporate purposes, including potential repayment of senior debt. S&P said, "We classify these notes as hybrid securities with intermediate equity content (50%). This reflects the offering's permanence, subordination, and deferability features. In line with our criteria, we will reclassify the notes as having minimal equity content after Sept. 30, 2034, because the remaining period until maturity will be less than 20 years. "We rate these securities two notches below our 'BBB-' long-term issuer credit rating on AltaGas to reflect their subordination and management's ability to defer interest payments on the instrument." The long-term nature of the junior subordinated notes, along with the company's limited ability and lack of incentives to redeem the issuance for a long-dated period, meets our standards for permanence. The instruments are subordinated to all of AltaGas' existing and future senior debt obligations, thereby satisfying the condition for subordination. In addition, the interest payments are deferrable, which fulfills the deferability element. AMC CONTRACTING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: AMC Contracting Group Limited 171 North Main St. New London, OH 44851 Business Description: AMC Contracting Group is a full-service general contracting firm based in Ohio. Chapter 11 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 24-31740 Judge: Hon. Mary Ann Whipple Debtor's Counsel: Glenn E. Forbes, Esq. FORBES LAW LLC 166 Main Street Painesville, OH 44077 Tel: 440-739-6211 Email: bankruptcy@geflaw.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Abraham as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GSJCNTI/AMC_Contracting_Group_Limited__ohnbke-24-31740__0001.0.pdf?mcid=tGE4TAMA AMERICAN DENTAL: Gets OK to Sell Property to Fortem-GDG for $550K ----------------------------------------------------------------- American Dental of Fitzgerald, LLC and its affiliates got the green light from the U.S. Bankruptcy Court for the Middle District of Georgia to sell personal property to Fortem-GDG, LLC. Fortem-GDG offered to buy the property for $550,000 and assume certain liabilities of the companies. The property to be sold include equipment, fixtures, accounts receivable, and other personal property at the companies' offices in Eastman, Fitzgerald and LaGrange, Ga. The sale of the property is "free and clear" of liens and claims, according to court filings. The companies will use the proceeds from the sale to reduce the claims of its secured creditor North State Bank, N.A. and other creditors. North State Bank will receive $300,000 at closing; Bankers Healthcare Group, LLC, $40,000; and Borrette Lane Estates, LLC, $22,667.71. Meanwhile, American Dental of Fitzgerald, LLC will pay Fortem-GDG, as a credit against the sale price, the sum of $40,460.27 to satisfy all obligations it owes under the debtor-in-possession financing agreement. The remaining proceeds will be held by the companies and distributed in accordance with their Chapter 11 plans. About American Dental of Fitzgerald American Dental of Fitzgerald, LLC and affiliates provide general dentistry services. The Debtors filed Chapter 11 petitions (Bankr. M.D. Ga. Lead Case No. 24-10482) on May 24, 2024. Michael Knight, manager, signed the petitions. At the time of the filing, American Dental of Fitzgerald disclosed as much as $500,000 in both assets and liabilities. Judge Robert M. Matson oversees the cases. Matthew S. Cathey, Esq., at Stone & Baxter, LLP, represents the Debtors as legal counsel. AMERICAN TIRE: $1BB Bank Debt Trades at 33% Discount ---------------------------------------------------- Participations in a syndicated loan under which American Tire Distributors Inc is a borrower were trading in the secondary market around 67.0 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $1 billion Term loan facility is scheduled to mature on October 23, 2028. The amount is fully drawn and outstanding. American Tire Distributors, Inc. distributes motor vehicle parts. The Company offers custom wheels, tires, and other related products. American Tire Distributor serves customers in the United States. ANASTASIA PARENT: $650MM Bank Debt Trades at 30% Discount --------------------------------------------------------- Participations in a syndicated loan under which Anastasia Parent LLC is a borrower were trading in the secondary market around 69.8 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $650 million Term loan facility is scheduled to mature on August 11, 2025. The amount is fully drawn and outstanding. Anastasia Parent, LLC is the parent company of Anastasia Beverly Hills, Inc., a prestige cosmetics brand that focuses on eyebrow shaping products. ARRAY MIDCO: $95.9MM Bank Debt Trades at 19% Discount ----------------------------------------------------- Participations in a syndicated loan under which Array Midco Corp is a borrower were trading in the secondary market around 80.7 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $95.9 million Payment in kind Term loan facility is scheduled to mature on September 17, 2026. The amount is fully drawn and outstanding. Array Canada Marketing Inc., headquartered in Toronto, Ontario, is a designer, manufacturer and distributor of retail merchandising displays and fixtures for mass market and high-end cosmetics brands and retailers. The company has operations in North America, Europe and Asia. ASP LS ACQUISITION: $1.38BB Bank Debt Trades at 33% Discount ------------------------------------------------------------ Participations in a syndicated loan under which ASP LS Acquisition Corp is a borrower were trading in the secondary market around 67.1 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.38 billion Term loan facility is scheduled to mature on May 8, 2028. The amount is fully drawn and outstanding. ASP LS Acquisition Corp. was formed to effectuate the acquisition of Laser Ship, Inc. by the private equity firm American Securities LLC. ASP UNIFRAX: Fitch Lowers LongTerm IDR to 'CCC-' ------------------------------------------------ Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of ASP Unifrax Holdings, Inc. (also known as Alkegen) to 'CCC-' from 'B-'. Fitch has also downgraded Alkegen's first lien revolver, term loan and senior secured notes to 'CCC'/'RR3' from 'B+'/'RR2' and the senior unsecured notes to 'C'/'RR6' from 'CCC'/'RR6'. The downgrade to 'CCC-' reflects Alkegen's highly levered capital structure, weak coverage metrics and consistent negative free cash flow (FCF) generation. Fitch expects these weak financial metrics to persist into 2025, when the company's USD and euro-denominated term loans become due. Fitch believes there is a risk that Alkegen will pursue a distressed debt exchange (DDE) to address its looming maturities. Key Rating Drivers Looming Maturities: Alkegen's term loans, totaling about $1.2 billion, mature in December 2025. Also, the company's $200 million, 2027 revolving credit facility (RCF), with $107 million outstanding at June 30, has a "springing" maturity to 91 days prior to the term loans if those maturities are not extended. The company's underperformance, weak credit metrics and tight liquidity increase refinancing risk. Fitch may take a negative rating action if Alkegen fails to make substantial progress in extending its term loan maturities within nine months of their December 2025 due date. Fitch would also consider a negative rating action if a completed refinancing transaction meets Fitch's criteria for a DDE. Given Alkegen's tight liquidity position and high leverage, Fitch believes that a DDE is possible. Tightening Liquidity: As of June 30, Alkegen had about $42 million in cash (net of cash held at Luyang) and $82 million in RCF availability (net of letters of credit). Liquidity has tightened over the past year due to persistent negative FCF, leading to steady declines in cash and RCF availability. The RCF is governed by a net first lien leverage ratio triggered when utilization exceeds 35%. Alkegen's headroom under this covenant has tightened materially over the past year. Although Alkegen has taken steps to address its liquidity position, including cuts to capex and operating costs, as well as targeted asset sales, the springing maturity under its RCF and weak FCF and interest coverage weaken the liquidity outlook. Deteriorating Operating Performance: Alkegen's operating performance continued to weaken into 2024 due to increased price competition in filtration and catalysis products and inconsistent demand, leading to declining revenue and EBITDA. While the company benefits from cost containment programs that lead to moderate sequential EBITDA margin improvements in the first half of 2024, Fitch expects that continued market weakness to limit any volume and pricing improvement through the remainder of 2024 and into 2025. High Leverage, Weak Coverage: Alkegen's EBITDA leverage exceeded 13x at YE2023, and Fitch expects it to remain above 10x over the forecast horizon, with FCF remaining negative. The company's financial flexibility is further constrained by weak EBITDA interest coverage, which is expected to remain at 1.0x in 2024 and tight thereafter. Although about half of Alkegen's debt is fixed rate, rising SOFR and higher debt balances from the Lydall and Luyang acquisitions have caused interest expense to climb materially over the past several years. Diversified Platform: Alkegen is well-diversified by end market, customer base, geographic presence and raw material spend. The company operates out of over 60 sites across more than 10 countries and serves over 4,000 customers. Key end markets include industrial applications, chemicals and metals, battery applications, and transportation. Its geographic breadth spans across North America, Europe and the Asia-Pacific region. Derivation Summary Relative to its peers, Alkegen's scale is comparable to SK Mohawk (CCC) while larger than peers Advancion Holdings (B-/Stable), Kymera International (B-/Stable) and Vantage Specialty Chemicals, Inc. (B/Negative). This illustrates Alkegen's broader end-market exposure and more diversified platform. The company's margins are well above those of SK Mohawk's, indicating the more specialized nature of Alkegen's product offerings, and also higher than Kymera's, partly due to Kymera's smaller scale and higher internal integration spending to support growth. Alkegen's margins are largely in line with those of Vantage's as Alkegen's margins have compressed since 2021 due to destocking and greater price competition in its markets, as well as some margin improvement at Vantage. Alkegen's margins are notably below Advancion's, which is an outlier for the sector. Alkegen's capital structure is significantly more levered than its peers, primarily due to the acquisition of Lydall in 2021 and its incremental investment in Luyang in 2022, which collectively added over $1 billion in debt to Alkegen's balance sheet. From an operational perspective, Alkegen benefits from its strong position in thermal protection and specialty filtration and energy management solutions. The company's competitive positioning is stronger than SK Mohawk's position for its intermediates and additives, though not as strong as Advancion's position of being the sole-source supplier for the majority of its revenue. The company's competitive position is weaker than Kymera's, as that company benefits from highly specialized products that are subject to long certification processes. Alkegen is somewhat better positioned than Vantage. While Vantage benefits from its position as a proprietary or specified supplier for much of its business, Alkegen sells products that ultimately have greater technical complexity and investment, and are more mission-critical to their customers' end uses. Key Assumptions - Continued weak end market demand drives revenue down by about 3.5% in 2024. Revenue posts a modest recovery in the mid-single digits in 2025 and thereafter; - EBITDA margins of around 14%-15% over the forecast; - Capex kept at roughly maintenance levels, at around 2% of revenue; - Term loans are refinanced at wider spreads. Recovery Analysis The recovery analysis assumes that Alkegen would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and a full draw under the company's revolving credit facility, which is not borrowing-base constrained. Fitch uses a GC EBITDA estimate that reflects its view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The GC EBITDA reflects an improvement in the underlying economic conditions at the time of default, albeit with the continued competitive pricing environment. Fitch also assumes that the company takes corrective actions during restructuring, including facility consolidation, lease cancellation and other efforts to reduce fixed overhead. Fitch applies an EV multiple of 7x to the GC EBITDA to calculate a post-reorganization enterprise value. The 7.0x multiple is at the upper end within Fitch's chemicals portfolio and is warranted to reflect the company's stable EBITDA margins, value-added product portfolio, and opportunities to benefit from growing end markets including EV batteries. The 7.0x multiple is also within the range of historical bankruptcy case study exit multiples for peer companies, which ranged from 5.2x-7.7x, but above the median of 5.9x. With an assumed full draw on the revolving facility, the EV approach results in a 'CCC'/'RR3' rating for the first lien debt and a 'C'/'RR6' rating for the unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Refinancing upcoming term loan maturities beyond 2026, in a manner that does not trigger a DDE; - Improved operating fundamentals that lead to sustained revenue and EBITDA growth and EBITDA Interest Coverage approaching 1.3x; - Demonstrated progress to consistently generating positive FCF. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade could occur if Fitch believes that a default appears probable or if there is a formal announcement of a default or default-like process. Liquidity and Debt Structure Tightening Liquidity: As of June 30, Alkegen had about $42 million in cash (net of cash held at Luyang) and $82 million in RCF availability (net of letters of credit). Liquidity has tightened over the past year as persistent negative FCF has led to steady declines in cash and RCF availability. The RCF is governed by a net first lien leverage ratio triggered when utilization exceeds 35%. Alkegen's headroom under this covenant has tightened materially over the past year. Although Alkegen has taken steps to address its liquidity position (including cuts to capex and operating costs as well as targeted asset sales), the springing maturity under its RCF and the company's weak FCF and interest coverage weaken the liquidity outlook. Issuer Profile Alkegen manufactures specialty materials that provide thermal management, emission control, filtration and energy solutions for multiple end markets and applications. It is one of two vertically integrated global manufacturers of high temperature refractory and insulating fiber and engineered products. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- ASP Unifrax Holdings, Inc. LT IDR CCC- Downgrade B- senior unsecured LT C Downgrade RR6 CCC senior secured LT CCC Downgrade RR3 B+ AY PHASE II: DBD to Sell 100% Class B Interest on Sept. 27 ---------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, DBD AYB Funding II LLC, as administrative agent for DBD AYB Funding II LLC and AYB Funding 200 LLC ("secured party") will sell 100% of the Class B limited liability membership interests in AY Phase II Development Company LLC, as more particularly described in that certain amended and restated pledged and security agreement, dated June 17, 2015, by and among secured party's predecessor-in-interest and AY Phase III Mezzanine LLC ("collateral") to the highest qualified bidder at public sale. The public sale will take place on Sept. 27, 2024, at 3:30 p.m., both in person and remotely from the offices of Rosenberg & Estis PC, 733 Third Avenue, New York 10017, with access afforded in person and remotely via zoom or other web-based video conferencing and telephonic conferencing program selected by secured party. Secured party's understanding is that the principal assets of the Class B limited liability membership interests in AY Phase II Development Company LLC is the parcel of real property located on the eastern blockfront of Vanderbilt Avenue between Atlantic Avenue and Pacific Street in the Prospect Heights section of Brooklyn, New York, identified as B9 and B10 located in Brooklyn, New York, and more particularly known as the air rights parcels above Block 1121, and the terra firm known as Lots 42 and 47, Block 1121 in Kings County, New York, as such collateral is described in that certain Schedule II to the mezzanine loan agreement dated as of June 17, 2015, by and among secured party's predecessor-in-interest and AY Phase III Mezzanine LLC. The sale will be conducted by Mannion Auctions LLC, by Matthew Mannion. Interested parties who would like additional information regarding the sale must contact the agent for secured party, Nick Scribani of Newmark at (212) 372-2113 or Nick.Scribani@nmrk.com. Attorney for the secured party can be reached at: Rosenberg & Estis PC Attn: Eric S. Orenstein, Esq. 733 Third Avenue New York, New York 10017 Tel: (212) 551-8438 Email: eorenstein@rosenbergestis.com AZEK GROUP: Moody's Hikes CFR to 'Ba2', Outlook Stable ------------------------------------------------------ Moody's Ratings upgraded The AZEK Group, LLC's corporate family rating to Ba2 from Ba3 and its probability of default rating to Ba2-PD from Ba3-PD. Moody's also assigned Ba2 ratings to the company's proposed $440 million first lien senior secured term loan due 2031 and to its $375 million first lien senior secured revolving credit facility due 2029. The B1 rating on AZEK's existing term loan has been reviewed in the rating committee and remains unchanged as Moody's expect to withdraw it upon the repayment of this term loan. The company's Speculative Grade Liquidity Rating was upgraded to SGL-1 from SGL-2. The outlook remains stable. The proceeds from AZEK's $440 million first lien senior secured term loan due 2031, along with $150 million of cash on hand will be used to repay $590 million of the company's existing term loan due 2029. The ratings upgrade reflects the deleveraging nature of this transaction as well as an enhancement to the company's liquidity profile through an expanded revolving credit facility capacity. The upgrade also reflects AZEK's strong balance sheet, conservative financials strategies, robust operating margins (with EBITA margin of 18.7% in the LTM period), and consistently positive cash flow generation. "Moody's expect the company to maintain its strong financial flexibility and low leverage as it pursues organic growth and growth through acquisitions, with its scale expansion to be supported by the ongoing material conversion in the decking products market," says Natalia Gluschuk, Moody's Vice President and Senior Credit Officer. RATINGS RATIONALE AZEK's Ba2 CFR is supported by: 1) the company's leading position in the market for low maintenance building products; 2) its reliance for the majority of revenue on the residential repair and remodeling end market, which is more stable than new construction; 3) the conversion trend from traditional material such as wood to engineered low maintenance product, which supports its growth trajectory; 4) the company's conservative financial strategies, including maintenance of low leverage in line with its stated net debt to EBITDA target of 2.0x to 2.5x; and 5) solid operating margins, which have recently improved and are expected to be sustained and good liquidity, supported by positive free cash flow generation and meaningful availability under its expanded revolving credit facility. Pro forma of the transaction, debt to EBITDA will decline to 1.5x from 1.9x at June 30, 2024 and EBITA to interest coverage will improve to 8.6x from 5.1x. The company's cash balance will remain robust at $193 million. On the other hand, the credit profile reflects: 1) the company's exposure to the cyclicality of its residential new construction and repair and remodeling (R&R) as well as commercial end markets, and currently soft conditions in the R&R sector; 2) the competitive dynamics in the low maintenance building products segment and the discretionary nature of the product; 3) sensitivity of operating margin, cash flow and liquidity to changes in raw material costs; 4) risks related to shareholder friendly actions given the company's share repurchase program; and 5) risks related to the company's acquisition activity, including leveraging and potential integration challenges. The stable outlook reflects Moody's expectation that over the next 12 to 18 months AZEK will maintain its strong operating margins, low debt leverage and a very good liquidity, along with consistently solid free cash flow. The SGL-1 Speculative Grade Liquidity rating reflects Moody's expectations that AZEK will maintain a very good liquidity over the next 12 to 15 months. Liquidity is supported by a track record of robust positive free cash flow, a solid pro forma cash balance of $193 million, meaningful capacity and availability under its new $375 million revolving credit facility, which represents 25% of the company's revenue, expectations of good room under financial covenants, and an extended debt maturity profile. The Ba2 ratings on the term loan and revolving credit facility, at the same level with the company's CFR, reflect the capital structure that is composed of one class of debt. Marketing terms for the new term loan credit facility (final terms may differ materially) include the following: incremental pari passu debt capacity up to the greater of closing date EBITDA ($399 million) and 100% of LTM EBITDA, plus unlimited amounts subject to 4.0x first lien net leverage ratio. There is an inside maturity sublimit up to the greater of closing date EBITDA and 100% of LTM EBITDA. A "blocker" provision restricts the transfer of material intellectual property to unrestricted subsidiaries. The credit agreement is expected to provide some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate the debt and liens. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if AZEK meaningfully expands its size and scale and maintains conservative financial strategies with respect to its balance sheet and growth strategy. Debt to EBITDA sustained below 2.0x and EBITA to interest coverage above 7.0x, including through periods of growth through acquisitions, while end markets conditions are supportive, operating margins remain strong and liquidity robust, could result in an upgrade. The ratings could be downgraded if the company experiences a material decline in revenue and operating margins, including due to a weakening in the end markets, or if its financial strategies grow aggressive with respect to shareholder friendly actions or acquisitions. An increase in leverage toward 3.0x, a reduction in interest coverage below 5.0x, or a deterioration in liquidity could result in a ratings downgrade. The principal methodology used in this rating was Manufacturing published in September 2021. The AZEK Company Inc., headquartered in Chicago, Illinois, is a leading manufacturer of premium, low maintenance building products including decking, railing, trim, porch, moulding, pergolas, outdoor furniture, bathroom and locker systems for residential and commercial markets in the US and Canada. In the last twelve months ended June 30, 2024, the company generated $1.5 billion in revenue. AZTEC FUND: Hires Getzler Henrich as Financial Advisor ------------------------------------------------------ The Aztec Fund Holding, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Getzler Henrich & Associates LLC as financial advisor. The firm will provide these services: a. analyze the Debtors' financial position, business plans and financial projections prepared by management including, but not limited to, commenting on assumptions, and comparing those assumptions to historical and industry trends; b. consult with management on the development of a bankruptcy exit strategy; c. consult with management in connection with the development of financial projections; d. assist management with its communications with tenants, vendors, any statutory committees, and other parties-in-interest; e. assist management with the preparation of the Debtors' rolling 13-week cash receipts and disbursements forecast and assess liquidity and DIP financing needs; f. consult with management regarding their valuation of the Debtors and/or the Debtors' assets on a going-concern and liquidation basis; g. consult with management, in coordination with legal counsel, in the preparation of a disclosure statement, plan of reorganization and the underlying business plans from which those documents are developed; h. assist management, in coordination with legal counsel, with proposals made by other interested parties; i. assist management in responding to information requests submitted by secured lenders, their legal and financial advisors and other consultants; j. assist management in responding to information requests submitted by statutory committees and their legal or financial counsel; k. consult with management regarding the preparation of required financial statements, schedules of financial affairs, monthly operating reports, and any other financial disclosures required by the Bankruptcy Court; l. provide expert and testimony regarding financial matters related to, including, among other things, the feasibility of any proposed plan of reorganization; and m. provide additional services as requested from time to time by the Company and agreed to by GHA in writing. The firm will be paid at these rates: Principal/Managing Director $635 to 795 per hour Director/Specialists $495 to 735 per hour Associate Professionals $185 to 495 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John D. Baumgartner, a partner at Getzler Henrich & Associates 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: John D. Baumgartner, Esq. Getzler Henrich & Associates LLC 700 Milam Street, Suite 1300-3425, Houston, TX 77002 Tel: (346) 338-5870 Email: jbaumgartner@getzlerhenrich.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. BERKSHIRE INVESTMENTS: Committee Hires Smith Gambrell as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Berkshire Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Smith, Gambrell & Russell LLP as counsel. The firm's services include: a. advising the Committee on all legal issues as they arise; b. advising the Committee on all motions and pleadings filed by the Debtor and other parties-in-interest and responding to the same; c. representing and advising the Committee regarding the terms of any sale of assets or plan of reorganization or liquidation and assisting the Committee in negotiations with the Debtor and other parties; d. investigating the Debtor's assets and pre-bankruptcy conduct; e. analyzing the perfection and priority of the liens of the Debtor's secured creditors; f. preparing, on behalf of the Committee, all necessary motions, applications, pleadings, reports, responses, objections and other papers; g. representing and advising the Committee in all proceedings in this case; h. assisting and advising the Committee in its administration; and i. providing such other services as are customarily provided by counsel to a creditors' committee in cases of this kind. The firm will be paid at these rates: New Associates $320 per hour Senior Partners $1,110 per hour Paraprofessional $190 to $465 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Elizabeth L. Janczak, Esq., a partner at Smith, Gambrell & Russell 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: Elizabeth L. Janczak, Esq. Shelly A. DeRousse, Esq. Smith, Gambrell & Russell LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: (312) 360-6000 Fax: (312) 360-6520 Email: sderousse@sgrlaw.com ejanczak@sgrlaw.com About Berkshire Investments, LLC Berkshire Investments, LLC, a company in Cicero, Ill., filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-11552) on August 8, 2024, with $1 million to $10 million in both assets and liabilities. Judge David D. Cleary oversees the case. Steven R. Jakubowski, Esq., at Robbins Dimonte, Ltd. is the Debtor's legal counsel. BERKSHIRE INVESTMENTS: Court OKs Bid Rules for Asset Sale --------------------------------------------------------- Berkshire Investments, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to solicit bids for its assets. Berkshire Investments is selling all, or substantially all, of its assets to X-Metals Acquisition, LLC or to another buyer with a better offer. X-Metals will serve as the stalking horse bidder at a court-supervised auction to be conducted on Oct. 15, at 10:00 a.m. (Central time). The stalking horse bid consists of cash in an amount equal to the sum of the obligations owed to NELI International Incorporated, a senior secured lender; a credit bid of $1,752,339.50 for outstanding debt under a security agreement with Tramec, LLC and Tramec Sloan, LLC; cash in the amount of cure costs for leases to be assumed by X-Metals; and the amount of up to $100,000 cash for the benefit of Berkshire Investments' bankruptcy estate. In the event it is not selected as the winning bidder, X-Metals will receive a break-up fee of $325,000 and expense reimbursement of up to $100,000. The proposed bid rules set a deadline of Sept. 30, at 5:00 p.m. (Central time) to place bids on the assets. Bidders are required to provide an earnest money deposit of $325,000. The bid rules also set a hearing date of Oct. 30 to approve the sale of the assets to the winning bidder. About Berkshire Investments Berkshire Investments, LLC, a company in Cicero, Ill., filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-11552) on August 8, 2024, with $1 million to $10 million in both assets and liabilities. Judge David D. Cleary oversees the case. Steven R. Jakubowski, Esq., at Robbins Dimonte, Ltd. is the Debtor's legal counsel. The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. BERRY PETROLEUM: Moody's Cuts CFR to B3 & Unsecured Notes to Caa1 ----------------------------------------------------------------- Moody's Ratings downgraded Berry Petroleum Company, LLC's corporate family rating to B3 from B2, its probability of default rating to B3-PD from B2-PD, and its senior unsecured notes rating to Caa1 from B3. The SGL-3 Speculative Grade Liquidity Rating remains unchanged and the outlook remains negative. "The downgrade and continued negative outlook reflect increasing liquidity and refinancing risks and the continued regulatory headwinds Berry faces in developing its asset base in California," said Thomas Le Guay, a Moody's Ratings Vice President. "Continued restrictions on certain new well drilling permits in Kern County, where nearly all of Berry's assets are located, raise concerns on the company's ability to maintain production and replace reserves over the medium term." RATINGS RATIONALE The downgrade and negative rating outlook reflect Berry's rising refinancing risks on its revolver maturing in August 2025 and $400 million senior unsecured notes maturing in February 2026. The ongoing environmental impact report (EIR) litigation in Kern County will likely continue to restrict the issuance of certain new well permits for Berry through at least 2025 and raises concerns around the recoverability of the oil reserves on a large share of the company's acreage. Berry's B3 CFR reflects the risks and constraints of the company's exposure to regulatory risk on its core oil exploration and production operations in California's San Joaquin Basin, including the ongoing restrictions on the development of certain new wells in Kern County. The CFR also reflects the company's modest size, limited asset diversification, and relatively high production cost using thermal enhanced recovery. The company's continued focus on returning substantial capital to shareholders through dividends and share repurchases limits its ability to accumulate cash to repay its debt. Berry's CFR is supported by its moderate leverage, free cash flow generation and significant hedging of the company's oil production and costs. Berry's low-decline Californian assets benefit from a high oil content and steady production profile. Moody's expect Berry's ongoing execution of workover and sidetracks opportunities on existing wells and new well opportunities on acreage not reliant on the Kern County EIR to allow the company to limit production volumes declines through 2025 and generate positive free cash flow in the current, still supportive, commodity price environment. Moody's expect Berry to continue to maintain adequate liquidity, as indicated by its SGL-3 rating, based on Moody's expectation that the company will extend its revolving credit facility maturity in the near term. The company's main reserve-base lending (RBL) facility matures in August 2025 and its $400 million senior unsecured notes mature in February 2026. In August 2024, Berry's borrowing base under its RBL facility was redetermined to $125 million from $200 million and the facility became current. Moody's expect Berry to generate modest positive free cash flow in 2024 and 2025, taking into account Moody's medium-term price expectations and the company's substantial commodity hedging. As of June 30, 2024, the company had a $36 million usage on the RBL and also had $3 million usage on its $10 million asset-based lending (ABL) facility at subsidiary C&J that matures in June 2027. The RBL facility has two maintenance covenants -- a maximum leverage ratio of 2.25x and minimum current ratio of 1.0x. Moody's expect Berry to remain within the stated covenant limits through 2025. However, the leverage ratio covenant was lowered in the latest redetermination and compliance cushion could get tight if commodity prices were to decline meaningfully. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Berry's ratings could be downgraded if the company does not timely address its refinancing requirements. The ratings could also be downgraded if production volumes meaningfully decline, liquidity deteriorates more broadly, including an increased risk of covenant violations, if RCF/debt falls below 15% or EBITDA/Interest falls below 3x. A ban on permitting new wells in Kern County, debt funded acquisitions or increased shareholder distributions could also lead to a ratings downgrade. An upgrade would require Berry to be able to substantially resume its operations in Kern County, increase its production, fully replace reserves, and improve its liquidity position. RCF/Debt sustained above 35%, EBITDA/Interest above 5x and a LFCR above 1.25x would be supportive of an upgrade. Berry Petroleum Company, LLC, a wholly-owned subsidiary of Berry Corporation (NASDAQ: BRY) headquartered in Dallas, Texas, is an independent oil and gas exploration and production company with the majority of its operations focused in California's San Joaquin Basin. Berry also has smaller exploration and production operations in the Uinta Basin of Utah and well intervention services in California, with a focus on the State's growing plugging and abandonment needs. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. BIO ESSENCE: Financial Strain Raises Going Concern Doubt -------------------------------------------------------- Bio Essence Corp. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended June 30, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, it incurred net loss of $338,665 and $116,507 from the Company's continuing operations for the six months ended June 30, 2024 and 2023, respectively. The Company incurred net losses of $215,678 and $93,443 from the Company's continuing operations for the three months ended June 30, 2024 and 2023, respectively. The Company also had an accumulated deficit of $9,222,214 from the company's continuing operations as of June 30, 2024. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company disposed non-profitable subsidiaries Bio Essence Herbal Essentials, Inc. and Bio Essence Pharmaceutical Inc., and is actively seeking other business opportunities including expanding OEM business and looking for potential acquisition targets. Management also intends to raise funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/5brt33hd About Bio Essence Corp. Bio Essence Corp. (OTC Pink: BIOE) is a U.S.-based biotechnology company that has been dedicated to serving healthcare practitioners for over 24 years. As of June 30, 2024, the Company had $2,095,700 in total assets, $3,837,734 in total liabilities, and $1,742,034 in total stockholders' deficit. BLACK WOLF: Amy Denton Mayer of Stichter Named Subchapter V Trustee ------------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Amy Denton Mayer of Stichter Riedel Blain & Postler, P.A. as Subchapter V trustee for Black Wolf Holdings LLC. Ms. Mayer will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Amy Denton Mayer Stichter Riedel Blain & Postler P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813)229-0144 Email: amayer@subvtrustee.com About Black Wolf Holdings Black Wolf Holdings, LLC sells and installs manufactured and modular homes serving the Southwest Florida area. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01313) on August 30, 2024, with $1 million to $10 million in both assets and liabilities. Steven Game, managing member, signed the petition. Judge Caryl E. Delano presides over the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. BLUE RIBBON: $368MM Bank Debt Trades at 31% Discount ---------------------------------------------------- Participations in a syndicated loan under which Blue Ribbon LLC is a borrower were trading in the secondary market around 69.3 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $368 million Term loan facility is scheduled to mature on May 8, 2028. About $322.0 million of the loan is withdrawn and outstanding. Blue Ribbon, LLC, parent company of Pabst Brewing Company, is one of the largest privately held independent brewers in the US, with a portfolio of iconic American beer brands. BODY DETAILS: Hires Kenneth A. Welt of Trustee Services as CRO -------------------------------------------------------------- Body Details LLC, f/k/a Body Details LLLP seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kenneth A. Welt of Trustee Services, Inc. as chief restructuring officer. The firm's services include: a. making recommendations to the Board of Directors concerning various alternatives in eliminating costs in order to maximize short-term and long-term cash flow and in executing company approved cost-reduction measures; b. formulating and executing immediate cash conservation strategies to be approved by governing body; c. providing advice on the formulation and, if requested, execution of the overall strategy and alternatives for the potential sale opportunities that may be contemplated in the future; d. assisting with negotiations with lenders, creditors and parties in interest as required in accomplishing the aforementioned goals of the company; and e. assisting in interaction with the creditors, Office of the U.S. Trustee, and U.S. Bankruptcy Court. The firm will be paid at these rates: Kenneth A. Welt $400 per hour Support staff $50 to $150 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kenneth A. Welt, 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: Kenneth A. Welt Trustee Services, Inc. 4581 Weston Road #355 Weston, FL 33331 Tel: (954) 761-5161 Email: Kaw@kawpa.com About Body Details LLC Body Details LLC is a laser treatment provider offering hair removal, tattoo removal and skin rejuvenation services. Body Details LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-17571) on July 26, 2024. In the petition filed by Claudio Sorrentino, as chief executive officer, the Debtor reports total assets of $8,755,768 and total liabilities of $3,916,734. The Debtor is represented by Chad Van Horn, Esq. at Van Horn Law Group, P.A. BUCA DI BEPPO: To Accept Bids on Assets Until Oct. 2 ---------------------------------------------------- BUCA Texas Restaurants, L.P. and its affiliates will be soliciting bids for their assets until Oct. 2, at 4:00 p.m. (prevailing Central Time), according to a filing with the U.S. Bankruptcy Court for the Northern District of Texas. If the companies receive more than one qualified bid, an auction will be conducted on Oct. 7, at 1:00 p.m. (prevailing Central Time) in accordance with the bid rules approved by the bankruptcy court on Aug. 26. Main Street Capital Corporation, the companies' debtor-in-possession lender, will serve as the stalking horse bidder at the auction. The lender agreed to buy the assets through a credit bid of $27 million and assumption of certain liabilities of the companies. At the commencement of the auction, the companies will select the highest and best offer from the qualified bids received, which will be the baseline bid. The initial overbid must exceed the purchase price of the baseline bid by $250,000. The minimum bidding increment is $250,000. The companies will announce the winning bidder at the auction through a notice to be filed with the court by Oct. 8. The hearing to approve the sale to the winning bidder is scheduled for Oct. 18. Objections to the sale are due by Oct. 15. About BUCA Texas Restaurants BUCA Texas Restaurants, L.P. and its affiliates are owners, operators and franchisors of family-style Italian-American restaurants, with approximately 44 owned locations across 14 states and two international franchised locations. The Debtors sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Texas Lead Case No. 24-80058) on August 4, 2024. In the petition filed by its chief restructuring officer William Snyder, BUCA Texas disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Stacey G. Jernigan presides over the cases. The Debtors tapped Gray Reed as bankruptcy counsel; CR3 Partners, LLC as financial advisor; and Stout Capital, LLC as investment banker. Stretto Inc. is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Kelley Drye & Warren, LLP and Oxford Restructuring Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. BUCKINGHAM HEIGHTS: Court Dismisses Chapter 11 Case --------------------------------------------------- Judge Sheri Bluebond of the United States Bankruptcy Court for the Central District of California granted Buckingham Heights Business Park's motion to dismiss its Chapter 11 case and for related relief. On August 14, the Debtor filed the Motion under sections 105(a), 305(a), 349, 365, and 1112(b) of the Bankruptcy Code and Bankruptcy Rule 1017(a). The Court held a hearing September 4 to consider the Debtor's request. The Court has determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted in this Order. The Debtor's chapter 11 case is dismissed effective as of the entry of this Order. The retentions of the Debtor's professionals are terminated, effective immediately, without the need for further action by the Court, the Debtor or such professionals; provided, however, the Debtor's professionals shall file final fee applications within 30 days of entry of this Order. Subject to the Court's award and allowance of the Debtor's professionals' fees and expenses as administrative expense claims, the Debtor shall pay its retained professionals from its cash on hand at the time of such award. A copy of the Court's decision dated September 5, 2024, is available at https://urlcurt.com/u?l=fh0rPi Attorneys for Debtor and Debtor in Possession: Paul S. Malingagio, Esq. Alan M. Feld, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 333 South Hope Street, 43rd Floor Los Angeles, CA 90071 Tel: 213-620-1780 Fax: 213-620-1398 E-mail: pmalingagio@sheppardmullin.com afeld@sheppardmullin.com - and - Michael M. Lauter, Esq. Jeannie Kim, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111-4109 Tel: 415-434-9100 Fax: 415-434-3947 E-mail: mlauter@sheppardmullin.com jekim@sheppardmullin.com About Buckingham Heights Business Park Culver City, Calif.-based Buckingham Heights Business Park (a California Limited Partnership) filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-17060) on Sept. 8, 2021, with up to $50 million in assets and up to $500,000 in liabilities. Judge Sheri Bluebond oversees the case. Sheppard, Mullin, Richter & Hampton, LLP and KB&T Tax & Consulting, Inc. serve as the Debtor's legal counsel and accountant, respectively. The Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement on Oct. 13, 2022. CARESTREAM DENTAL: $160MM Bank Debt Trades at 84% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Carestream Dental Inc is a borrower were trading in the secondary market around 16.3 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $160 million Term loan facility is scheduled to mature on September 1, 2025. The amount is fully drawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CEDAR GROVE: Secured Party Sets Sept. 24 Auction ------------------------------------------------ In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, by virtue of certain events of default under that certain ownership interests pledged and security agreement dated as of July 1, 2022, ("pledge agreement"), executed and delivered by Cedar Grove Owner LLC ("pledgor"), and in accordance with it rights as holder of the security, 36 Cliffside Dr Lender 2 LLC ("secured party"), by virtue of possession of that certain share certificate held in accordance with Article 8 of the Uniform Commercial Code of the State of New York ("code"), and by virtue of that certain UCC-1 filing statement made in favor of secured party, all in accordance with Article 9 of the Code, secured party will offer for sale, at public auction: (i) all of the pledgor's right, title, and interests in and to the following: May 36 Cliffside Drive Urban Renewal LLC ("pledged entity"), and (ii) certain related rights and property. Secured party's understanding is that the principal asset of the pledged entity is the premises located at 36 Cliffside Drive, Cedar Grove, New Jersey 07009 ("property"). Mannion Auctions, under the direction of Matthew D. Mannion or William Mannion, will conduct a public auction sale consisting of the collateral via online bidding on Sept. 24, 2024, at 1:30 p.m., in satisfaction of an indebtedness in the approximate amount of $18,517,027.55, including principal, interests on principal, and reasonable fees and costs, plus default interest through Sept. 24, 2024, subject to open charges and all additional costs, fees and disbursements permitted by law. The secured party reserves the right to credit bid. Online bidding will be made available via Zoom meeting. Meeting link: https://bit.ly/36CliffUCC Meeting ID: 860 6334 4157 Passcode: 715889 One Tap Mobile: +16469313860,,86063344157#,,,,*715889# US Dial by you location: +1 646 931 3860 US Interested parties who intend to bid on the collateral must contact Brett Rosenberg at Jones Lang LaSalle Americas, 330 Madison Avenue, New York, New York 10017, (212) 812-5926, Brett.Rosenberg@jll.com, to receive the terms and conditions of sale and bidding instructions by Sept. 20, 2024, by 4:00 p.m. Attorneys for the Secured Party can be reached at: Jerod C. Feuerstein, Esq. Kriss & Feuerstein LLP 360 Lexington Avenue, Suite 1200 New York, New York 10017 Tel: (212) 661-2900 CELEBRATION TITLE: L. Todd Budgen Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for Celebration Title Group, LLC. Mr. Budgen will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About Celebration Title Group Celebration Title Group, LLC, a company in Kissimmee, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04600) on August 29, 2024, with $1 million to $10 million in both assets and liabilities. Amanda C. Douglas, manager, signed the petition. Judge Lori V. Vaughan presides over the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. CIRCLE C DEVELOPMENT: Seeks to Hire DHS Realty as Realtor --------------------------------------------------------- Circle C Development, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ DHS Realty as realtor. The firm will market and sell the Debtor's real property located at 617 Main Street, Lexington, TX 78947. The firm will be paid a commission of 3 percent of the sale proceeds. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kayla Oppermann DHS Realty 8005 Fallmeadow Circle Plano, TX 75024 Tel: (972) 979-8413 About Circle C Development, LLC Circle C Development, LLC sought protection for relief under Chapter 11 of the Bankrutpcy Code (Banr. W.D. Tex. Case No. 24-10933) on August 6, 2024, listing up to $50,000 in both assets and liabilities. Judge Shad Robinson presides over the case. William R. Davis, Jr., Esq. at Langley & Banack, Inc. represents the Debtor as counsel. CLEAN ENERGY: Extends Maturities of Mast Hill Notes to Dec. 2025 ---------------------------------------------------------------- Clean Energy Technology, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Sept. 10, 2024, the Company and Mast Hill Fund, L.P. entered into (i) an amendment to the promissory note that was issued by the Company to Mast on May 6, 2022, in the original principal amount of $750,000; and (ii) an amendment to the promissory note that was issued by the Company to Mast on Sept. 16, 2022, in the original principal amount of $300,000. Pursuant to the Amendments, the maturity date of both of the original promissory notes shall be extended to Dec. 31, 2025 and the Company shall pay an extension fee of $300,000 in total to Mast at closing. On Sept. 10, 2024, the Company entered into a securities purchase agreement with Mast pursuant to which the Company agreed to issue and sell to Mast a convertible promissory note of the Company in the principal amount of $612,000 for a purchase price of $612,000. The Note provides for an interest rate of eight percent per annum and the maturity date shall be Dec. 31, 2025. Any amount of principal or interest on this Note which is not paid when due shall bear a default interest at the rate of sixteen percent per annum from the due date thereof until the same is paid. On the closing, Mast shall withhold a non-accountable sum of $12,000 from the purchase price to cover Mast's legal fees in connection with the transaction. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following the issue date of the Note into common stock of the Company, par value $0.001 per share, at the conversion price of $2.50 per share, subject to anti-dilution adjustments and a beneficial ownership limitation of 4.99% of Mast and its affiliates. If, at any time prior to the full repayment or full conversion of all amounts owed under the Note, the Company and the Company's majority-owned non-PRC subsidiaries have collectively received cash proceeds of more than $1,000,000 in the aggregate from any source after the Issue Date, including, but not limited to, from payments from customers and the issuance of equity or debt, Mast shall have the right in its sole discretion to require the Company to immediately apply up to 25% of such proceeds after the Minimum Threshold to repay all or any portion of the outstanding amounts then due under this Note; provided, however, that the Repayment Percentage shall increase to 50% once the Company and the Company's majority-owned non-PRC subsidiaries have collectively received cash proceeds of more than $3,000,000 in the aggregate. The Agreement provides customary representations, warranties and covenants of the Company and Mast. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com/-- develops renewable energy products and solutions and establishes partnerships in renewable energy that make environmental and economic sense. The Company's mission is to be a segment leader in the Zero Emission Revolution by offering eco-friendly energy solutions, clean energy fuels, and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. The Company targets sustainable energy solutions that are profitable for it, profitable for its customers, and represent the future of global energy production. Diamond Bar, California-based TAAD, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has an accumulated deficit, a working capital deficit, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. CLINE'S CORNER: Hires CDM Real Estate as Real Estate Agent ---------------------------------------------------------- Cline's Corner LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ CDM Real Estate Services as real estate agent. The firm will market and sell the Debtor's real property subject to the Chapter 11 case. The firm will be paid at the rate of 6 percent commission. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jesse Caston CDM Real Estate Services 3035 99th St. Urbondale, IA 50322 Tel: (515) 901-3403 About Cline's Corner LLC Cline's Corner LLC is a truck repair shop in Missouri. Cline's Corner LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Miss. Case No. 24-20062) on April 25, 2024. In the petition filed by Virgil Cline, as member and manager, the Debtor reported assets and liabilities between $1 million and $10 million. CMG HOLDINGS: Posts $31,256 Net Income in Fiscal Q2 --------------------------------------------------- CMG Holdings Group, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $31,256 on $849,668 of revenues for the three months ended June 30, 2024, compared to a net loss of $48,622 on $319,811 of revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $42,357 on $1,165,088 of revenues, compared to a net loss of $145,840 on $479,425 of revenues for the same period in 2023. As of June 30, 2024, the Company had $1,925,260 in total assets, $1,356,255 in total liabilities, and $569,005 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/a88pkank About CMG Group Headquartered in Chicago, Ill., CMG Holdings Group, Inc. is a marketing communications company focused on the operation of organizations in the alternative advertising, digital media, experiential and interactive marketing, and entertainment industry. The Company was formed by a core group of executives who have held senior level positions with several of the largest companies in the entertainment and marketing management industry. The Company delivers customized marketing solutions to optimize profitability by concentrating our resources in those segments of the marketing communications and entertainment industry. The Company operates in the sectors of experiential marketing, event marketing, commercial rights, and talent management. Lakewood, Colo.-based BF Borgers CPA PC, the Company's former auditor, issued a "going concern" qualification in its report dated April 22, 2024, citing that the Company's negative cash flow from operations raises substantial doubt about its ability to continue as a going concern. On June 12, 2024, the Company selected Michael Gillespie & Associates to replace BF Borgers CPA PC, as its PCAOB certifying accountant, after BF Borgers CPA PC, and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with Public Company Accounting Oversight Board (PCAOB) standards in its audits and reviews incorporated in more than 1,500 SEC filings from January 2021 through June 2023; falsely representing to their clients that the firm's work would comply with PCAOB standards; fabricating audit documentation to make it appear that the firm's work did comply with PCAOB standards; and falsely stating in audit reports included in more than 500 public company SEC filings that the firm's audits complied with PCAOB standards. Borgers agreed to pay a $14 million civil penalty and agreed to permanent suspensions from appearing and practicing before the Commission as accountants, effective immediately. COMBAT ARMORY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 9 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Combat Armory, LLC. About Combat Armory Combat Armory, LLC, a company in Commerce Township, Mich., supplies firearm parts and accessories to law enforcement, military and civilian personnel. Combat Armory filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Mich. Case No. 24-47861) on August 15, 2024, listing $673,339 in assets and $3,919,175 in liabilities. Waleed J. Jammal, member, signed the petition. Judge Thomas J Tucker oversees the case. Schaffer and Weiner, PLLC serves as the Debtor's legal counsel. CONN'S INC: Committee Hires Pachulski Stang as Counsel ------------------------------------------------------ The official committee of unsecured creditors of Conn's, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Pachulski Stang Ziehl & Jones LLP as counsel. The firm will provide these services: a. advise the Committee with respect to its rights, duties, and powers in these Chapter 11 Cases; b. assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 Cases; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' businesses; e. assist the Committee in its investigation of, inter alia, the liens and claims of the Debtors' lenders and the prosecution of any claims or causes of action revealed by such investigation; f. assist the Committee in its analysis of, and negotiations with, the Debtors or any third-party concerning matters related to, among other things, the assumption or rejection of leases of nonresidential real property and executory contracts, asset dispositions, financing or other transactions, and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; g. assist and advise the Committee in communicating with unsecured creditors regarding significant matters in these Chapter 11 Cases; h. represent the Committee at hearings and other proceedings; i. review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; k. prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing; and l. perform such other legal services as may be required or requested or as may otherwise be deemed in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The firm will be paid at these rates: Partners $995 to $2,175 per hour Of Counsel $975 to $1,675 per hour Associates $650 to $1,075 per hour Paraprofessionals $545 to $595 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Firm provides the following responses to the questions set forth in Part D of the Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under United States Code by Attorneys in Larger Chapter 11 Cases (the "Revised UST Guidelines"): Questions Required by Part D1 of Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: 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. If your billing rates and material financial terms have changed post petition, explain the difference and reasons for the difference? Answer: N/A Question: Has your client approved your respective budget and staffing plan, and, if so, for what budget period? Answer: N/A Further Explanation: As Committee counsel, the Firm anticipates that the Committee's professional fees will be initially governed by the Debtor in Possession Financing order and budget approved in these Chapter 11 Cases. The Committee and its professionals reserve all rights to seek approval of Committee professional fees. David G. Byrnes, Esq., a partner at Pachulski Stang Ziehl & Jones 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 through: Bradford J. Sandler, Esq. Pachulski Stang Zichl & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE 19899 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: bsandler@pszjlaw.com About Conn's, Inc. Conn's, Inc., is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC, is the Debtors' notice and claims agent. CONN'S INC: Committee Hires Province LLC as Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors of Conn's Inc. seeks approval from the U.S. Bankruptcy Court for the District of Texas to employ Province, LLC as financial advisor. The firm's services include: a. becoming familiar with and analyzing the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, various professional retentions; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the Committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, DIP budgets, and monthly operating reports; i. advising the Committee on the current state of these chapter 11 cases; j. advising the Committee in negotiations with the Debtors and third parties as necessary; k. if necessary, participating as a witness in hearings before the Court with respect to matters upon which Province has provided advice; and l. providing other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province. The firm will be paid at these rates: Managing Directors and Principals $870 to $1,450 per hour Vice Presidents, Directors, and Senior Directors $690 to $950 per hour Analysts, Associates, and Senior Associates $370 to $700 per hour Other/Para-Professional $270 to $410 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sanjuro Kietlinski, a partner at Province, 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: Sanjuro Kietlinski Province, LLC 2360 Corporate Circle, Suite 340, Henderson, Nevada 89074 Tel: (702) 685-5555 Email: skietlinski@provincefirm.com About Conn's, Inc. Conn's, Inc., is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC, is the Debtors' notice and claims agent. COVE CASTLES: Hires Hogan McDaniel as Delaware Counsel ------------------------------------------------------ Cove Castles Development Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hogan Mcdaniel as Delaware Counsel. The firm's services include: a. performing all necessary services as the Debtor's Delaware counsel, including, without limitation, preparing, or assisting in the preparation of, all necessary documents on behalf of the Debtor at the direction of lead counsel; b. advising the Debtor of its powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; c. appearing at hearings before the Bankruptcy Court on behalf of the Debtor, with coordination with Debtor's lead counsel; d. taking all necessary actions to protect and preserve the Debtor's estate during the pendency of this Chapter 11 case, including prosecution of actions by the Debtor, the defense of any action commenced against the Debtor and negotiations concerning all litigation in which the Debtor is involved; e. preparing on behalf of the Debtor, at the direction of lead counsel as debtor-in-possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of this Chapter 11 case; and f. performing such other legal services that are desirable and necessary for the efficient and economic administration of this Chapter 11 case. The firm will be paid at these rates: Garvan F. McDaniel $595 per hour Daniel K. Hogan $695 per hour Daniel C. Kerrick $550 per hour Gabrielle Durstein Paralegal $310 per hour Molly DiBernardino Paralegal $310 per hour Prior to the Petition Date, the firm received a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Garvan F. McDaniel, Esq. a partner at Hogan McDaniel, 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: Garvan F. McDaniel, Esq. Hogan McDaniel 1311 Delaware Avenue, Wilmington, DE 19806 Tel: (302) 656-7596 Email: gmcdaniel@dkhogan.com About Cove Castles Development Corporation Cove Castles Development Corporation is primarily engaged in renting and leasing real estate properties. Cove Castles Development Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11667) on August 6, 2024. In the petition signed by Michael H. Steinhardt, as Board Member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. The Debtor is represented by Garvan F. McDaniel, Esq. of HOGAN MCDANIEL. CRC RESTAURANT: Jerrett McConnell Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for CRC Restaurant Group LLC. Mr. McConnell will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About CRC Restaurant Group CRC Restaurant Group, LLC, a company in Cocoa Beach, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04571) on August 28, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Danny Chopra, manager, signed the petition. Judge Tiffany P. Geyer presides over the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as bankruptcy counsel. DARKPULSE INC: Reports Net Loss of $2.4 Million in Fiscal Q2 ------------------------------------------------------------ DarkPulse, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2,416,706 on $14,318 of revenue for the three months ended June 30, 2024, compared to a net loss of $4,118,096 on $412,769 of revenue for the three months ended June 30, 2023. The Company generated a net loss of $2,953,104 on $25,168 of revenue and a net loss of $18,917,360 on $1,950,602 of revenue during the six months ended June 30, 2024 and 2023, respectively, and net cash used in operating activities of $313,725 and ($2,483,389), respectively. As of June 30, 2024, the Company's current liabilities exceeded its current assets by $19,044,331 and has an accumulated deficit of $70,319,873. As of June 30, 2024, the Company had $953 of cash. Lastly, the Optilan Liquidation no longer raises serious concerns about the viability of the Optilan (UK) Limited entity and related operations of the Optilan subsidiaries. The Company will require additional funding during the next 12 months to finance the growth of its current operations and achieve its strategic objectives. These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial doubt as to the Company's ability to continue as a going concern. The Company is seeking to raise additional capital principally through private placement offerings and is targeting strategic partners in an effort to finalize the development of its products and begin generating revenues. The ability of the Company to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements or expansion of its operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations for the next 12 months. However, management cannot make any assurances that such financing will be secured. As of June 30, 2024, the Company had $2,541,788 in total assets, $21,698,110 in total liabilities, and $19,156,322 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yuws8ske About DarkPulse Houston, Texas-based DarkPulse, Inc. is a technology-security company incorporated in 1989 as Klever Marketing, Inc. Its wholly-owned subsidiary, DarkPulse Technologies Inc., originally started as a technology spinout from the University of New Brunswick, Fredericton, Canada. The Company's security and monitoring systems will initially be delivered in applications for border security, pipelines, the oil and gas industry, and mine safety. Current uses of fiber optic distributed sensor technology have been limited to quasi-static, long-term structural health monitoring due to the time required to obtain the data and its poor precision. The Company's patented BOTDA dark-pulse sensor technology allows for the monitoring of highly dynamic environments due to its greater resolution and accuracy. Lagos, Nigeria-based Boladale Lawal & Co., the Company's auditor since 2024, issued a "going concern" qualification in its report dated July 15, 2024, citing that the Company suffered an accumulated deficit of $67,376,221, a net loss of $21,273,043, and a negative working capital of $18,126,281. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities to execute its plans and continue operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DIGITAL ALLY: Obtains Additional $265K Financing From Kustom ------------------------------------------------------------ Digital Ally, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Sept. 12, 2024, it entered into a second letter agreement, by and between the Company, Kustom Entertainment and Mosh Man, LLC, as purchaser. On March 1, 2024, Digital Ally entered into a Note Purchase Agreement, by and between the Company, Kustom Entertainment, a wholly-owned subsidiary of the Company, as borrowers, and Mosh Man, pursuant to which the Borrowers issued to the Purchaser a Senior Secured Promissory Note with a principal amount of $1,425,000. On July 13, 2024, the Company entered into a Letter Agreement, by and between the Company, Kustom Entertainment and the Purchaser, amending the terms of the Agreement. Pursuant to the Second Letter Agreement: (a) the Purchaser agreed to advance additional $265,000 to be used by Borrowers to pay certain obligations, and the Advance will be included in the principal amount due under the Note, (b) the parties agreed to extend the repayment date of $100,000, by the Borrowers to the Purchaser, from Sept. 12, 2024, to Sept. 26, 2024, which payment shall be considered the Sept. 12, 2024 payment pursuant to the Borrowers' obligation, under the First Letter Agreement, to pay to the Purchaser $100,000 each month on the 12th calendar day of such month, (c) if, at any time, any new UCC-1 statement is filed subsequent to Sept. 11, 2024, by any other creditor against any of the assets of the Borrowers, the filing shall constitute a default under the Note, and (d) Borrowers agreed to pay a $50,000 waiver of default and extension fee which will be included in the principal amount due under the Note. About Digital Ally The business of Digital Ally (NASDAQ: DGLY) (with its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc., Kustom Entertainment, Inc., and its majority-owned subsidiary Nobility Healthcare, LLC), is divided into three reportable operating segments: 1) the Video Solutions Segment, 2) the Revenue Cycle Management Segment and 3) the Entertainment Segment. The Video Solutions Segment is the Company's legacy business that produces digital video imaging, storage products, disinfectant and related safety products for use in law enforcement, security and commercial applications. This segment includes both service and product revenues through its subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Entertainment Segment acts as an intermediary between ticket buyers and sellers within the Company's secondary ticketing platform, ticketsmarter.com, and the Company also acquires tickets from primary sellers to then sell through various platforms. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. DITECH HOLDING: $150,000 Sanders Claim Disallowed ------------------------------------------------- The Honorable James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York entered a Memorandum Decision and Order sustaining the objection of the Consumer Claims Trustee in the bankruptcy case of Ditech Holding Corporation with respect to the proof of claim filed by Willie Sanders. The Court disallows the Claim. On March 28, 2019, Sanders filed Proof of Claim No. 20287, through counsel, as an unsecured claim in the amount of $150,000 against Ditech Holding Corp. (f/k/a Walter Investment Management Corp.). On June 12, 2020, the Consumer Claims Trustee filed her Twenty-Fifth Omnibus Objection seeking to disallow proofs of claim, including the Claim, that do not sufficiently state a legal basis to establish liability on the part of Ditech. The Consumer Claims Trustee and Claimant appeared through counsel at the Sufficiency Hearing on August 29, 2024, and the Court heard arguments from the parties. According to Judge Garrity, the Claim fails to state any plausible claim for relief against Ditech and therefore, the Objection is sustained. A copy of the Court's decision dated August 31, 2024, is available at https://urlcurt.com/u?l=CPurcu Attorneys for the Consumer Claims Trustee: Richard Levin, Esq. JENNER & BLOCK, LLP 1155 Avenue of the Americas New York, NY 10036 E-mail: rlevin@jenner.com Attorneys for Claimant, Willie Sanders: Howard Singleton, Esq. SINGLETON LAW FIRM 109 East Milam Wharton, TX 11728 About Ditech Holding Corporation Fort Washington, Pennsylvania-based Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19 10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC served as claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. served as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. On Sept. 26, 2019, the Bankruptcy Court confirmed Ditech's Chapter 11 bankruptcy plan, which became effective four days later. A Consumer Claims Trustee has been appointed in the case and is represented by Richard Levin, Esq., at Jenner & Block, LLP. EEI GLOBAL: Hires CRS Capstone Partners as Financial Consultant --------------------------------------------------------------- EEI Global, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ CRS Capstone Partners, LLC as financial consultant. The firm will provide these services: a. coordinate and provide administrative support for these Chapter 11, Subchapter V cases and developing a Sub-chapter V plan or other appropriate case resolution; b. in connection with these Chapter 11, Subchapter V cases, prepare (i) a Disclosure Statement and Sub-chapter V Plan, (ii) a liquidation analysis, (iii) statement of financial affairs and schedules of assets and liabilities, (iv) a potential preference analysis, (v) claims analyses and (vi) monthly operating reports and other regular reporting required by the Bankruptcy Court; c. advise the Debtors in discussions with their secured lender; d. prepare budgets, including a 13-week cash flow, in support of the Debtors' use of cash collateral and other reports required by the United States Trustee's guidelines; e. review and analyze offers to purchase the Debtors' assets and operations; and f. perform all necessary financial advice to the Debtors in connection with these Chapter 11, Subchapter V cases. The firm will be paid at these rates: Sheldon Stone $700 per hour Brian Phillips $600 per hour Erik Morandi $500 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. On the Petition Date, the Debtors owed the firm a combined total of $67,000. The Debtor has agreed to waive all fees in excess of $10,000 with respect to each of the Debtors. Sheldon Stone, a managing director at CRS Capstone Partners, 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: Sheldon Stone CRS Capstone Partners, LLC 176 Federal Street, 3rd Floor Boston, MA 02110 Tel: (617) 619-3300 About EEI Global, Inc. EEI Global Inc. provides marketing services. The Company offers graphic and event production, brand strategy, content marketing, site hosting, and digital signage, as well as provides consulting services. EEI Global serves clients in the state of Michigan. EEI Global Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-46093) on June 20, 2024. In the petition signed by Derek M. Gentile, as president and CEO, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Maria L. Oxholm oversees the case. The Debtor is represented by Lynn M. Brimer, Esq. at Strobl PLLC. EMPIRE TODAY: $595MM Bank Debt Trades at 32% Discount ----------------------------------------------------- Participations in a syndicated loan under which Empire Today LLC is a borrower were trading in the secondary market around 68.3 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $595 million Term loan facility is scheduled to mature on April 3, 2028. The amount is fully drawn and outstanding. Headquartered in Northlake, Ill., Empire Today, LLC is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in the largest metropolitan markets in the U.S. EPHPHATHA HOUSE: Robert Goe Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 16 appointed Robert Goe, Esq., a practicing attorney in Irvine, Calif., as Subchapter V trustee for Ephphatha House OfPrayer, Inc. Mr. Goe will be paid an hourly fee of $545 for his services as Subchapter V trustee while his case administrator, Arthur Johnston, will be paid an hourly fee of $195. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Goe declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert P. Goe, Esq. 17701 Cowan Building D, Suite 210 Irvine, CA 92614 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 Email: bktrustee@goeforlaw.com About Ephphatha House OfPrayer Ephphatha House OfPrayer, Inc. is a nonprofit religious corporation organized under the laws of the state of California. It is also known as Living Flame Church and Ephphatha House of Prayer, Inc. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16940) on August 28, 2024, with $2,301,145 in assets and $2,181,599 in liabilities. Tae H. Kim, chief executive officer, signed the petition. Judge Sandra R. Klein oversees the case. Venessa M. Haberbush, Esq., at Haberbush, LLP represents the Debtor as legal counsel. FIRST STATES: Case Summary & 16 Unsecured Creditors --------------------------------------------------- Debtor: First States Realty Corp., LLC 1000 Brickell Ave, Suite 720 Miami, FL 33131 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 24-13283 Judge: Hon. Patricia M Mayer Debtor's Counsel: Ronald S. Gellert, Esq. GELLERT SEITZ BUSENKELL & BROWN, LLC 901 Market Street, Suite 3020 3rd Floor Philadelphia, PA 19107 Tel: (302) 425-5806 Email: rgellert@gsbblaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Sabella as manager. A copy of the Debtor's list of 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TWKKPFI/First_States_Realty_Corp_LLC__paebke-24-13283__0006.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SZJ3QCA/First_States_Realty_Corp_LLC__paebke-24-13283__0001.0.pdf?mcid=tGE4TAMA FLYWHEEL ADVANCED: Financial Strain Raises Going Concern Doubt -------------------------------------------------------------- Flywheel Advanced Technology, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended June 30, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company as of June 30, 2024, it had no cash and an accumulated deficit of $4,017,753 after the carrying amounts of the assets and liabilities of the three reportable segments were classified as held for sale due to the Mega Fortune Disposition. For the three months ended June 30, 2024, and 2023, the Company reported net losses of $37,863 and $235,488, respectively. For the nine months ended June 30, 2024, and 2023, it reported net losses of $194,506 and $1,580,621, respectively. Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company's ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by our related company, Flywheel Financial Strategy (Hong Kong) Company Limited, who has extended interest-free demand loans to the Company. There can be no assurances that our related company will continue to fund the Company, or that the Company can obtain any other sources of financing. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4bmwmju8 About Flywheel Advanced Carson City, Nev.-based Flywheel Advanced Technology, Inc. (formerly known as Pan Global Corp.) develops projects and technologies in environmentally sustainable energy and infrastructure markets. The Company provides a full range of IoT services comprising consulting, development and implementation, analytics, support, and evolution. As of June 30, 2024, the Company had $4,779,000 in total assets, $2,112,384 in total liabilities, and $2,666,616 in total stockholders' equity. FOREVER GETTING: Hires Nevada Bankruptcy Attorneys as Counsel ------------------------------------------------------------- Forever Getting Cash, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Nevada Bankruptcy Attorneys, LLC as counsel. The firm will provide these services: a. prepare, review, revise and file Schedules, Statement of Financial Affairs, amendments, financial disclosures, status reports, files, records and information necessary for this case; b. advise Debtor in the performance of its powers, rights, obligations, duties as Debtor in possession, operation of Debtor's business, management of its property and assets during this case; c. advise Debtor concerning the laws, local rules, practices and procedures and providing substantive and strategic advice on how to accomplish Debtor's goals in connection with the prosecution of this case; d. prepare, review and revise necessary applications, motions, answers, orders, reports and other legal papers to prosecute this case to completion; e. appear and provide legal counsel to Debtor during the meeting of creditors, Debtor interviews, examinations, depositions, hearings, and other legal proceedings; f. assist the Debtor in formulating a feasible plan of reorganization and obtain confirmation thereof; and g assist in all other matters necessary or advisable for the successful administration and completion of this Bankruptcy matter. The firm will be paid at these rates: Senior Attorneys $495 per hour Associate Attorneys $350 per hour Paralegal $185 per hour The firm received an initial retainer in the amount of $1,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew I. Knepper, Esq., a partner at Nevada Bankruptcy Attorneys, 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: Matthew I. Knepper, Esq. Shawn W. Miller, Esq. NEVADA BANKRUPTCY ATTORNEYS LLC 5940 S Rainbow Blvd., Suite 400 Las Vegas, NV 89118 Telephone: (702) 660-4228 Email: mknepper@nvbankruptcyattorneys.com shawn@nvbankruptcyattorneys.com About Forever Getting Cash, LLC Forever Getting Cash, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-13202) on June 26, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Natalie M. Cox presides over the case. Matthew I. Knepper, Esq., at Nevada Bankruptcy Attorneys represents the Debtor as legal counsel. FOUNDATION FITNESS: Gets Court Nod to Sell Assets to SPIA Cycling ----------------------------------------------------------------- Foundation Fitness LLC and its affiliates got the green light from the U.S. Bankruptcy Court for the District of Colorado to sell some of their operating assets to SPIA Cycling, Inc. SPIA, a Delaware corporation, was designated as the winning bidder for the assets following the cancellation of the Sept. 9 auction. The auction was cancelled after the companies did not receive bids other than the stalking horse bid from SPIA by the Sept. 5 deadline. Under the sale agreement, SPIA made a cash offer of $20.1 million for the assets and agreed to assume certain liabilities of the companies. The agreement also calls for the dismissal of a lawsuit in the Federal District Court in the District of Oregon styled as AIPS Technology Co., Ltd. v. Stages Cycling, LLC et al, Docket No. 3:24-cv 00282 (D. Or. Feb 12, 2024). About Foundation Fitness Founded in 2009, Foundation Fitness, LLC creates custom commercial gyms and fitness centers. It offers 2D and 3D design layout, equipment sales, installation and support. Foundation Fitness and its affiliate Stages Cycling, LLC filed Chapter 11 petitions (Bankr. D. Neb. Lead Case No. 24-80513) on June 22, 2024. At the time of the filing, Foundation Fitness reported $10 million to $50 million in both assets and liabilities while Stages Cycling reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Thomas L. Saladino oversees the cases. Patrick Patino, Esq., at Patino Law Office, LLC is the Debtors' bankruptcy counsel. The U.S. Trustee for Region 13 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. FROZEN HORIZON: Virginia Burdette Named Subchapter V Trustee ------------------------------------------------------------ The Acting U.S. Trustee for Region 18 appointed Virginia Andrews Burdette as Subchapter V trustee for Frozen Horizon Alaska, LLC. Ms. Burdette will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Burdette declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Virginia Andrews Burdette P.O. Box 16600 Seattle, WA 98116 Phone: 206.441.0203 Email: vab@andrewsburdette.com About Frozen Horizon Alaska Frozen Horizon Alaska, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Alaska Case No. 24-00155) on August 30, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Jennifer L. Neeleman, Esq., at Neeleman Law Group, P.C. represents the Debtor as bankruptcy counsel. GO NORTH GROUP: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Go North Group AB Norra Allegatan 5 Gothenburg 41301 Sweden Business Description: Go North Group AB is a Swedish e- commerce company in the process of transforming from an acquisition-focused Amazon operator to a product-focused consumer goods company, guided by its new motto Products With Purpose. Foreign Proceeding: Swedish Company Restructuring Act (SFS 2022:964) Chapter 15 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-11598 Judge: Hon. Michael E Wiles Foreign Representative: Magnus Lofving Sodra Hamngatan 37 Gothenburg 41106 Sweden Foreign Representative's Counsel: Jeffrey Chubak, Esq. AMINI LLC 131 West 35th Street, 12th Floor New York, NY 10001 Tel: (212) 490-4700 Email: jchubak@aminillc.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZXXIYPY/Go_North_Group_AB_and_Magnus_Lofving__nysbke-24-11598__0001.0.pdf?mcid=tGE4TAMA GO NORTH: Seeks U.S. Recognition of Restructuring in Sweden ----------------------------------------------------------- Go North Group AB filed for Chapter 15 bankruptcy protection in New York to seek U.S. recognition of its restructuring in Sweden. Based in Gothenburg, Sweden, Go North was founded as an Amazon Aggregator. Go North acquired a portfolio of brands who primarily sold their products on Amazon in the USA. Ryan Looysen was appointed as new CEO in April 2024 and aims to boost revenues by expanding into more sales channels, more markets, and developing new products. In its most recent quarterly report, Go North disclosed that net sales in the first half of 2024 were down to KSEK 267,511, compared with KSEK 296,775. Go North disclosed KSEK 537,245 in assets against KSEK 826,798 in liabilities as of June 30, 2024. Go North on Sept. 12, 2024, applied for company restructuring (Sw. foretagsrekonstruktion) before the Goteborgs District Court in Sweden. On Sept. 16, 2024, the District Court granted Go North’s application for company restructuring. "This is an acknowledgment that the District Court believes there are good conditions in place for the restructuring to succeed," Go North said in a statement. The court appointed Magnus Lofving from the law firm Advokatfirman Lindahl as administrator, in line with the company's proposal. According to Mr. Lofving, the Swedish Company Restructuring Act contemplates a legal process intended to restructure a financially distressed company to allow it to continue its operations while addressing its debts. The goal is to preserve going concern value and prevent cash flow insolvency. The creditors meeting will take place on Sept. 30, 2024, in Gothenburgs District Court. The administrator will contact affected creditors. Go North's operations will remain unaffected by the restructuring proceeding, and the company will continue to serve its customers in the ordinary course throughout this process. About GO North Group Go North Group AB is a Swedish e-commerce company in the process of transforming from an acquisition-focused Amazon operator to a product-focused consumer goods company, guided by its new motto Products With Purpose. Go North applied for company restructuring (Sw. foretagsrekonstruktion) in Sweden on Sept. 12, 2024. On Sept. 16, 2024, on petition of Go North, the the Goteborgs District Court appointed Magnus Lofving, an attorney with the law firm Advokatfirman Lindahl in Gothenburg, Sweden, and the Chairman of its insolvency group, as reconstructor (administrator) of the Debtor under the Swedish Company Restructuring Act. Go North Group AB filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 24-11598) on Sept. 16, 2024, to seek U.S. recognition of the proceedings in Sweden. The Hon. Michael E Wiles is the judge in the U.S. case. AMINI LLC is the U.S. counsel. GREENWAVE TECHNOLOGY: Falls Short of Nasdaq Bid Price Requirement ----------------------------------------------------------------- Greenwave Technology Solutions, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Sept. 13, 2024, it received a letter from The Nasdaq Stock Market LLC indicating that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 12, 2025, to regain compliance. The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if at any time before March 12, 2025, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing or trading of the Company's common stock. The Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with Nasdaq's minimum bid price rule by March 12, 2025. If the Company does not regain compliance with Rule 5550(a)(2) by March 12, 2025, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would 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 requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff's determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company's request for continued listing subsequent to any delisting notification. About Greenwave Headquartered in Chesapeake, VA, Greenwave Technology Solutions, Inc. -- https://www.greenwavetechnologysolutions.com/ -- is an operator of 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The Company's recycling facilities collect, classify, and process raw scrap metal (ferrous and nonferrous). The Company provides metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations. New York, NY-based RBSM LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has net loss, has 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. GREENWAVE TECHNOLOGY: Swings to $7.3MM Net Income in Fiscal Q2 -------------------------------------------------------------- Greenwave Technology Solutions, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $7.3 million on $7.8 million of revenues for the three months ended June 30, 2024, compared to a net loss of $2.3 million on $9.4 million of revenues for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $739,191 on $16.4 million of revenues, compared to a net loss of $6.3 million on $18.5 million of revenues for the same period in 2023. As of June 30, 2024, the Company had cash of $24.3 million and a working capital of $14.1 million. The accumulated deficit as of June 30, 2024 was $473.1 million. As of June 30, 2024, the Company had $74.6 million in total assets, $18.5 million in total liabilities, and $56.1 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3s5pcpuj About Greenwave Headquartered in Chesapeake, Va., Greenwave Technology Solutions, Inc. -- https://www.greenwavetechnologysolutions.com/ -- is an operator of 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The Company's recycling facilities collect, classify, and process raw scrap metal (ferrous and nonferrous). The Company provides metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations. New York, N.Y.-based RBSM LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has net loss, has 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. Greenwave reported a net loss of $26.94 million for the year ended Dec. 31, 2023, compared to a net loss of $35.04 million for the year ended Dec. 31, 2022. GUARDIAN ELDER: Committee Hires Bernstein-Burkley as Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Guardian Elder Care at Johnstown, LLC d/b/a Richland Healthcare and Rehabilitation Center seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Bernstein-Burkley, P.C. as counsel. The firm will provide these services: a. provide legal advice regarding the Committee's rights, powers, and duties in these cases; b. prepare all necessary applications, answers, responses, objections, orders, reports, and other legal papers; c. represent the Committee in any and all matters arising in these cases, including any dispute or issue with the Debtors or other third parties; d. appear at hearings and other proceedings to represent the interests of the Committee; e. assist the Committee in its investigation and analysis of the Debtors, their capital structure, and issues arising in or related to these cases, including but not limited to the review and analysis of all pleadings, claims, and bankruptcy plans that might be filed in these cases, and any negotiations or litigation that may arise out of or in connection with such matters, the Debtors' operations, the Debtors' financial affairs, and any proposed disposition of the Debtors' assets; f. represent the Committee in all aspects of any sale and bankruptcy plan confirmation proceedings; and g. perform any and all other legal services for the Committee that may be necessary or desirable in these cases. The firm will be paid at these rates: Attorneys $275 to $625 Paralegal, Legal Assistants $125 to $195 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kirk B. Burkley, a partner at Bernstein-Burkley, 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: Kirk B. Burkley, Esq. David W. Ross, Esq. Bernstein-Burkley, P.C. 601 Grant Street, 9th Floor Pittsburg, PA 15219 Tel: (412) 456-8100 Fax: (412) 456-8135 Email: kburkley@bernsteinlaw.com dross@bernsteinlaw.com About Guardian Elder Care at Johnstown Guardian Elder Care at Johnstown, LLC, its affiliates, and their non-debtor affiliates are a private, family-owned organization that has provided inpatient and outpatient services to predominately small and/or rural communities through a network of skilled nursing facilities and personal care homes since 1995. Guardian Healthcare maintains 19 skilled nursing facilities, with one facility in West Virginia and the remaining facilities located in Pennsylvania. Through its facilities, Guardian Healthcare maintains more than 1,700 skilled nursing, personal care, and independent living beds, providing long-term care and rehabilitation services. Guardian Elder Care at Johnstown and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions signed by Allen Wilen, chief restructuring officer, Guardian Elder Care at Johnstown disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Jeffery A. Deller oversees the cases. The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory Group LLC as financial advisor, and Omni Agent Solutions, Inc. as claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. GUARDIAN ELDER: Committee Hires Sills Cummis as Co-Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Guardian Elder Care At Johnstown, LLC d/b/a Richland Healthcare and Rehabilitation Center seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Sills Cummis & Gross P.C. as co-counsel. The firm will provide these services: a. provide legal advice regarding the Committee's rights, powers, and duties in these cases; b. prepare all necessary applications, answers, responses, objections, orders, reports, and other legal papers; c. represent the Committee in any and all matters arising in these cases, including any dispute or issue with the Debtors or other third parties; d. appear at hearings and other proceedings to represent the interests of the Committee; e. assist the Committee in its investigation and analysis of the Debtors, their capital structure, and issues arising in or related to these cases; f. represent the Committee in all aspects of any sale and bankruptcy plan confirmation proceedings; and g. perform any and all other legal services for the Committee that may be necessary or desirable in these cases. The firm will be paid at these rates: Andrew H. Sherman, Member $1,150 per hour Boris I. Mankovetskiy, Member $985 per hour S. Jason Teele, Member $985 per hour Michael Savetsky, Of Counsel $895 per hour Gregory Kopacz, Of Counsel $850 per hour Oleh Matviyishyn, Associate $525 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm's responses to the requests for additional information set forth in section (D)(1) of the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the "U.S. Trustee Guidelines") are as follows: Questions: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: Yes. Sills agreed that, for each month in these cases, Sills' fees (not including expenses) will be limited to the lesser of (i) the amount of Sills' fees at its professionals' standard rates and (ii) the amount of Sills' fees at a blended hourly rate of $675. Questions: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: 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. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: The Committee has approved the terms of retention set forth in the Application and this Declaration, including the proposed rates and primary responsible personnel. If requested by the Committee, Sills will submit a budget and staffing plan consistent with the form identified as Exhibit C to the U.S. Trustee Guidelines for approval to the Committee in the normal course of its representation. Andrew H. Sherman, Esq., a partner at Sills Cummis & Gross 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: Andrew H. Sherman, Esq. Boris I. Mankovetskiy, Esq. SILLS CUMMIS & GROSS, P.C. One Riverfront Plaza Newark, NJ 07102 Tel: (973) 643-7000 Fax: (973) 643-6500 E-mail: asherman@sillscummis.com bmankovetskiy@sillscummis.com About Guardian Elder Care at Johnstown Guardian Elder Care at Johnstown, LLC, its affiliates, and their non-debtor affiliates are a private, family-owned organization that has provided inpatient and outpatient services to predominately small and/or rural communities through a network of skilled nursing facilities and personal care homes since 1995. Guardian Healthcare maintains 19 skilled nursing facilities, with one facility in West Virginia and the remaining facilities located in Pennsylvania. Through its facilities, Guardian Healthcare maintains more than 1,700 skilled nursing, personal care, and independent living beds, providing long-term care and rehabilitation services. Guardian Elder Care at Johnstown and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions signed by Allen Wilen, chief restructuring officer, Guardian Elder Care at Johnstown disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Jeffery A. Deller oversees the cases. The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory Group LLC as financial advisor, and Omni Agent Solutions, Inc. as claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. HERITAGE COLLEGIATE: Buyer Agrees to Cut Breakup Fee ---------------------------------------------------- Heritage Collegiate Apparel, Inc. on August 27, 2024, filed a Motion for Entry of an Order: (I) Approving Lids Holdings, Inc., or its Designated Subsidiary as Stalking Horse Bidder, (II) Authorizing the Debtor's Entry into an Asset Purchase Agreement, (III) Authorizing the Sale of the Debtor's Assets Free and Clear of All Encumbrances, (IV) Approving Certain Bid Procedures, Bid Protections and Deadlines, (V) Scheduling a Sale Hearing, and (VI) Granting Related Relief. The United States Bankruptcy Court for the Eastern District of Michigan held an expedited hearing on the Motion on September 4, 2024. During the hearing, the Debtor's counsel stated that the Debtor and Lids Holdings had agreed to these modifications of the relief sought in the Motion: (1) a reduction in the stalking horse bidder's break-up fee, to $150,000.00 (down from the originally proposed fee of $225,000.00); (2) a delay of one week in the various deadlines in the Debtor's proposed bid procedures; (3) additional requirement that in making all decisions permitted under the proposed bid procedures, the Debtor must first consult with the Unsecured Creditors' Committee; and (4) a delay until September 5, 2024, in filing an asset purchase agreement between the Debtor and the stalking horse. The Debtor seeks the Court's approval of the Motion, with these changes. Accordingly, Judge Thomas J. Tucker grants the relief sought by the Revised Motion, but only with and subject to the following changes. The contemplated sale of the Debtor's assets may not include or purport to include a sale of, or assumption and assignment of, any of the following: -- any right to use the M-Den name or the M-Den URL; -- any license agreement with the University of Michigan; -- any trademarks, intellectual property, goodwill, copyright, design patents, or any other property interests ever owned by the University of Michigan and used by the Debtor under any licensing agreement by and between the Debtor and the University of Michigan, including the M-Den name; -- any claims or causes of action relating to any of the foregoing; and -- any avoidance actions of any kind against anyone, including any preference or fraudulent transfer actions. The Court finds that there is good cause for such relief, with the changes the Court is requiring, and that such relief is in the best interests of the bankruptcy estate, the Debtor, and the creditors of the estate, that it reflects the sound business judgment of the Debtor, and that it is fair to all interested parties and reasonable under the circumstances. The revised deadline for the Debtor to file an asset purchase agreement with the stalking horse bidder was September 6, 2024. The auction is scheduled for September 18, 2024. A copy of the Court's decision dated September 5, 2024, is available at https://urlcurt.com/u?l=xjwZ73 About Heritage Collegiate Apparel Heritage Collegiate Apparel, Inc. serves as the official retailer of the University of Michigan Athletic Department. For more than 20 years, the Debtor has provided a selection of clothing, merchandise and gifts to the University of Michigan. Heritage Collegiate Apparel filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No, 24-47922) on August 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Scott Hirth as president. Judge Thomas J Tucker presides over the case. Kim K. Hillary, Esq., at Schafer and Weiner, PLLC represents the Debtor as legal counsel. The Official Committee of Unsecured Creditors has tapped Wolfson Bolton Kochis PLLC as counsel and Capstone Partners as financial advisor. HERITAGE COLLEGIATE: To Hold Auction on Assets Today ---------------------------------------------------- Heritage Collegiate Apparel, Inc. is set to hold an auction today for substantially all of its assets. The assets up for sale include inventory, intellectual property, claims or causes of action related to the right to use the "M Den" name, and property, plant and equipment. The company is selling its assets to Lids Holdings, Inc., a Delaware corporation or to another buyer who will be selected as the winning bidder at the auction. As of Sept. 16, Heritage received offers from four qualified bidders including Lids Holdings. The other bidders that may participate at the auction are Cheetah Capital, Inc., Rally House Stores, Inc., and Legends Global Merchandise, LLC. The U.S. Bankruptcy Court for the Eastern District of Michigan on Sept. 6 approved the designation of Lids Holdings as the stalking horse bidder. A stalking horse bidder sets the price floor for bidding in an auction. Lids Holdings offered a sale price, which is 62% of the cost value of Heritage's inventory on hand at the time of closing. It also offered to assume certain liabilities of the company. As part of the sale, the stalking horse bidder will assume leases for the company's warehouse; retail stores along State Street and Main Street in Ann Arbor; and a retail store located at the corner of Stadium and Main Streets where the company sells merchandise on games days and other special events. In the event it is not selected as the winning bidder at the auction, Lids Holdings will receive a break-up fee of $150,000. An in-person hearing to approve the sale to the winning bidder is scheduled for Sept. 20, at 10:00 a.m. Objections to the sale are due by Sept. 19. About Heritage Collegiate Apparel Heritage Collegiate Apparel, Inc. serves as the official retailer of the University of Michigan Athletic Department. For more than 20 years, Heritage Collegiate Apparel has provided a selection of clothing, merchandise and gifts to the University of Michigan. Heritage Collegiate Apparel filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-47922) on August 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Scott Hirth as president. Judge Thomas J. Tucker presides over the case. Kim K. Hillary, Esq., at Schafer and Weiner, PLLC represents the Debtor as legal counsel. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by the law firm of Wolfson Bolton Kochis, PLLC. HGLK INC: Joli Lofstedt Named Subchapter V Trustee -------------------------------------------------- The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as Subchapter V trustee for HGLK Inc. Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Lofstedt declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joli A. Lofstedt, Esq. P.O. Box 270561 Louisville, CO 80027 Phone: (303) 476-6915 Fax: (303) 604-2964 Email: joli@jaltrustee.com About HGLK Inc. HGLK Inc., doing business as Woodys Lawn Sprinkler and Landscape, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-15053) on Aug. 28, 2024. At the time of the filing, HGLK reported $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Kimberley H. Tyson oversees the case. The Debtor tapped Allen Vellone Wolf Helfrich & Factor as legal counsel. HOLZHAUER MOTORS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee to represent unsecured creditors in the Chapter 11 case of Holzhauer Motors, Ltd. The committee members are: 1. Rikard & Neal CPA's PLLC 210 Manor Street Marion, AR 72364 Contact Person: David Rikard, Member Phone: 901-488-9467 Email: David@Rikardneal.com 2. Billion Automotive Group P.O. Box 91440 Sioux Falls, SD 57109 Contact Person: Rita Marsh, Corporate Accounting Manager Phone: 605-679-3685 Email: Rita.Marsh@billionauto.com 3. Suburban GM Parks 12475 Plaza Dr Eden Prairie, MN 55344 Contact Person: Mike Kraft Wholesale Parts Operations Manager Phone: 952-947-5406 Email: MKraft@Suburbanchev.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Holzhauer Motors Holzhauer Motors, Ltd is a dealer of new and pre-owned automobiles in Cherokee, Ia. Holzhauer Motors filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 24-00813) on August 23, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Dan Winchell as chief executive officer. Judge Thad J. Collins oversees the case. Jeffrey Douglas Goetz, Esq., at Dickinson, Bradshaw, Fowler & Hagen, P.C., and Alex Moglia of Moglia Advisors serve as the Debtor's bankruptcy attorney and chief restructuring officer, respectively. HUBILU VENTURE: Financial Strain Raises Going Concern Doubt ----------------------------------------------------------- Hubilu Venture Corporation disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended June 30, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, as of June 30, 2024, its balance of cash on hand was $135,798, and the Company had negative working capital of $3,138,271 and an accumulated deficit of $2,183,640. Net loss for the three months ended June 30, 2024 was $57,522, compared to net income of $1,639 for the three months ended June 30, 2023. Net loss for the six months ended June 30, 2024 was $62,737, compared to net loss of $2,088 for the six months ended June 30, 2023. "We expect to incur further losses in the development of its business; therefore, we may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations," the Company explained. "These factors raise substantial doubt about the Company's ability to continue as a going concern. In the event revenues do not materialize at the expected rates, management would seek additional financing and would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yckfntrv About Hubilu Venture Corp. Hubilu Venture Corporation (OTC Pink: HBUV) operates as a real estate consulting, asset management, and business acquisition company. It assists real estate investor professionals and established companies with advisory and consulting services, focusing on providing research, analysis, and acquisition opportunities. The Company was incorporated in 2015 and is based in Beverly Hills, California. As of June 30, 2024, the Company had $19,188,396 in total assets, $20,389,073 in total liabilities, and $1,200,677 in total stockholders' deficit. ILUMIVU INC: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: Ilumivu, Inc. 4 Long Shoals Road Suite B #636 Arden, NC 28704 Business Description: ilumivu is a digital therapeutics company founded in 2009 to help those struggling with mental and behavioral health issues. The ivu platform combined with mEMA is a robust, patient-centered, software platform designed to capture rich, multimodal behavioral data streams through user engagement. Chapter 11 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 24-10169 Judge: Hon. George R Hodges Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 212 N. McDowell Street Suite 200 Charlotte, NC 28204 Tel: 704-944-6560 Fax: 704-944-0380 E-mail: rwright@mwhattorneys.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lauren Flickinger as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HJLLUPA/Ilumivu_Inc__ncwbke-24-10169__0001.0.pdf?mcid=tGE4TAMA INTERNATIONAL LAND: Posts $93,697 Net Income in Fiscal Q2 --------------------------------------------------------- International Land Alliance, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $93,697, as compared to a net loss of $378,660 for the three months ended June 30, 2023. Revenue increased by $256,515 to $742,095 for the three months ended June 30, 2024, from $485,580 for the three months ended June 30, 2023. The Company finished the six months ended June 30, 2024, with net income of $3,743,848, as compared to a net loss of $2,287,221 for the six months ended June 30, 2023. Revenue increased by $5,104,457 to $5,830,969 for the six months ended June 30, 2024, from $726,512 for the six months ended June 30, 2023. The Company's accumulated deficit as of June 30, 2024, was $23,450,890. As of June 30, 2024, the Company had $30,558,446 in total assets, $15,105,445 in total liabilities, $603,500 in total temporary equity, and $14,849,502 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yxkwt2ah About International Land Alliance San Diego, Calif.-based International Land Alliance, Inc. was incorporated under the laws of the State of Wyoming on September 26, 2013. The Company is a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern California. The Company's principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties' infrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers. Henderson, Nev.-based Bush & Associates CPA LLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 27, 2024, citing that the Company has suffered net losses from operations, which raises substantial doubt about its ability to continue as a going concern. IR4C INC: Seeks Court Permission to Use Cash Collateral ------------------------------------------------------- IR4C, Inc. d/b/a Yes.Fit, asks the U.S. Bankruptcy Court for the Middle District of Florida for authority to use cash collateral in order to maintain operations while developing a plan to restructure its debts. The Debtor has entered into secured merchant cash advance agreements with ByzFunder and Clearco, which grant these creditors a security interest in the Debtor's bank account receipts processed through services like Stripe. The Debtor says its obligations to ByzFunder are current, and it is prepared to make adequate protection payments during the bankruptcy proceedings. The Debtor says its requires immediate access to cash collateral and requests a hearing within 10 days of filing to obtain the necessary court order. About IR4C IR4C, Inc. d/b/a Yes.Fit and Make Yes Happen, is the owner and operator of a mobile application fitness program using augmented reality to create virtual "races." IR4C Inc., based in Lakeland, Fla., filed for Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 24-05458) on Sept. 13, 2024, before the Hon. Roberta A Colton. Samantha L Dammer, Esq., at Bleakley Bavol Denman & Grace, serves as the Debtor's counsel. In its petition, the Debtor listed total assets of $4,280,839 and total liabilities of $7,922,422. The petition was signed by Kevin D. Transue as president. Byzfunder is represented by Lieberman & Klestzick LLP. JAKE'S REAL ESTATE: Case Summary & Two Unsecured Creditors ---------------------------------------------------------- Debtor: Jake's Real Estate, LLC 21445 Gumina Road Pewaukee, WI 53072 Business Description: Jake's Real Estate is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 24-24859 Judge: Hon. Rachel M Blise Debtor's Counsel: Daniel J. McGarry, Esq. KREKELER LAW, S.C. 26 Schroeder Court, Suite 300 Madison, WI 53711 Tel: (608) 258-8555 Fax: (608) 258-8299 Email: dmcgarry@ks-lawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jacob Replogle as owner. 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/R5MFOTA/Jakes_Real_Estate_LLC__wiebke-24-24859__0001.0.pdf?mcid=tGE4TAMA JAMES MARITIME: Posts $2.8 Million Net Loss in Fiscal Q2 -------------------------------------------------------- James Maritime Holdings, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2,795,731 on $1,083,371 of net sales for the three months ended June 30, 2024, compared to a net loss of $1,171,060 on $1,795,806 of net sales for the three months ended June 30, 2023. For the six months ended June 30, 2024, the Company reported a net loss of $1,443,251 on $3,035,924 of net sales, compared to a net loss of $2,365,612 on $4,532,209 of net sales for the same period in 2023. Additionally, at June 30, 2024, the Company had: * Accumulated deficit of $15,359,178 * Stockholders' deficit of $553,371; and * Working capital deficit of $2,747,489 The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for debt-based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations. As of June 30, 2024, the Company had $2,975,866 in total assets, $3,529,237 in total liabilities, and $553,371 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2kdukvrr About James Maritime Holdings Sandy, Utah-based James Maritime Holdings, Inc. operates mainly through its subsidiaries, Gladiator and USS. Gladiator specializes in the distribution of personal protective products, largely through mail-in orders and e-commerce channels. On the other hand, USS offers a combination of professional security personnel services, enhanced by smartphone-based security applications, providing a unique blend of traditional and modern security solutions. As of March 31, 2024, the Company had $3,876,394 in total assets, $2,847,533 in total liabilities, and $1,028,861 in total shareholders' equity. Going Concern The Company cautioned in its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. According to the Company, during the three months ended March 31, 2024, it generated net income of $1,352,481, compared to a net loss of $1,192,552 for the three months ended March 31, 2023. The accumulated deficit as of March 31, 2024 is $12,563,446 ($13,915,927 as of December 31, 2023). JOHAL BROTHERS: Judy Wolf Weiker Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of Manewitz Weiker Associates, LLC as Subchapter V trustee for Johal Brothers Inc. Ms. Weiker will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Weiker declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Judy Wolf Weiker Manewitz Weiker Associates, LLC P.O. Box 40185 Indianapolis, IN 46240 Phone: 973-768-2735 Email: JWWtrustee@manewitzweiker.com About Johal Brothers Johal Brothers Inc. is an Indianapolis-based company operating in the general freight trucking industry. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-04679) on August 28, 2024, with $581,500 in assets and $1,437,032 in liabilities. Amritpaul S. Johal, president and chief executive officer, signed the petition. Judge James M. Carr presides over the case. Harley K. Means, Esq., at Kroger, Gardis & Regas, LLP represents the Debtor as legal counsel. JP NAIL: Angela Shortall of 3Cubed Named Subchapter V Trustee ------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Angela Shortall of 3Cubed Advisory Services, LLC as Subchapter V trustee for JP Nail Salon, LLC. Ms. Shortall will be paid an hourly fee of $525 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Shortall declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Angela L. Shortall 3Cubed Advisory Services, LLC 111 S. Calvert St., Suite 1400 Baltimore, MD 21202 Phone: 410-783-6385 About JP Nail Salon JP Nail Salon, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 24-11598) on August 28, 2024, with up to $50,000 in assets and up to $1 million in liabilities. The Debtor tapped Richard G. Hall, Esq., as legal counsel. KENDON INDUSTRIES: Hires Cross & Simon LLC as Counsel ----------------------------------------------------- Kendon Industries, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cross & Simon, LLC as counsel. The firm will provide these services: a. perform all necessary services as the Debtor's counsel in connection with this chapter 11 case, including, without limitation, providing the Debtor with advice concerning its rights and duties, representing the Debtor, and preparing all necessary documents, motions, applications, answers, orders, reports and papers in connection with the administration of this Chapter 11 case on behalf of the Debtor; b. take all necessary actions to protect and preserve the Debtor's rights during the pendency of this chapter 11 case, including prosecute actions by the Debtor, defend any actions commenced against the Debtor, negotiate all litigation in which the Debtor is involved, and object to claims filed against the estate; c. represent the Debtor at hearings, meetings, and conferences on matters pertaining to the affairs of the Debtor as debtor-in-possession; and d. perform all other necessary legal services. The firm will be paid at these rates: Christopher P. Simon $680 per hour Kevin S. Mann $615 per hour Stephanie MacDonald (paralegal) $230 per hour The firm received a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin S. Mann, Esq., a partner at Cross & Simon, 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: Kevin S. Mann, Esq. Cross & Simon, LLC 1105 North Market Street, Suite 901 Wilmington, DE 19801 Tel: (302) 777-4200 Fax: (302) 777-4224 About Kendon Industries, LLC 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. Kendon Industries, LLC in Anaheim CA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Del. Case No. 24-11923) on September 4, 2024, listing $3,100,789 in assets and $3,817,530 in liabilities. Randy Cecola as director, signed the petition. Judge Laurie Selber Silverstein oversees the case. CROSS & SIMON, LLC serve as the Debtor's legal counsel. LASERSHIP INC: $455MM Bank Debt Trades at 58% Discount ------------------------------------------------------ Participations in a syndicated loan under which Lasership Inc is a borrower were trading in the secondary market around 42.3 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $455 million Term loan facility is scheduled to mature on May 7, 2029. The amount is fully drawn and outstanding. LaserShip is a regional last-mile delivery company that services the Eastern and Midwest United States. Founded in 1986, LaserShip is based in Vienna, Virginia, and has sorting centers in New Jersey, Ohio, North Carolina, and Florida. LEGACY CLINICAL: Seeks to Hire Gregory K. Stern as Legal Counsel ---------------------------------------------------------------- Legacy Clinical Consultants, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory K. Stern, Monica C. O'Brien, Dennis E. Quaid and Rachel S. Sandler as attorneys. The attorneys' services include: a. reviewing assets, liabilities, loan documentation, account statements, executory contracts and other relevant documentation; b. preparing list of creditors, list of twenty largest unsecured creditors, schedules and statement of financial affairs; c. giving the Debtor legal advice with respect to its powers and duties as Debtor in Possession in the operation and management of his financial affairs; d. assisting the Debtor in the preparation of schedules, statement of affairs and other necessary documents; e. preparing applications to employ attorneys, accountants or other professional persons, motions for turnover, motion for use of cash collateral, motions for use, sale or lease of property, motion to assume or reject executory contracts, plan, applications, motions, complaints, answers, orders, reports, objections to claims, legal documents and any other necessary pleading in furtherance of reorganizational goals; f. negotiating with creditors and other parties in interest, attending court hearings, meetings of creditors and meetings with other parties in interest; g. reviewing proofs of claim and solicitation of creditors' acceptances of plan; and h. performing all other legal services for the Debtor, as Debtor in Possession, which may be necessary or in furtherance of his reorganizational goals. The attorneys will be paid at these rates: Gregory K. Stern $650 per hour Dennis E. Quaid $550 per hour Monica C. O'Brien $400 per hour Rachel S. Sandler $400 per hour They will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory K. Stern, Esq., disclosed in a court filing that the attorneys are "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. They can be reached at: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. 53 West Jackson Boulevard Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 About Legacy Clinical Consultants Legacy Clinical Consultants, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-11758) on August 13, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Donald R. Cassling presides over the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C. represents the Debtor as legal counsel. LILIUM N.V.: Welcomes Industry Veteran Philippe Balducchi to Board ------------------------------------------------------------------ Lilium N.V. announced changes to its Board of Directors, subject to approval at the upcoming extraordinary general meeting of shareholders (EGM) on Wednesday, Sept. 18, 2024. The Company intends to appoint Philippe Balducchi as a non-executive member of the Board, while Barry Engle and Henri Courpron, who have served as non-executive directors, do not plan to stand for re-appointment following the completion of their terms. Philippe Balducchi currently serves as Group CFO of KNDS, a tier one European defense technology supplier with production lines in France and Germany and industrial partnerships throughout the world. Philippe Balducchi brings extensive aerospace program experience having also previously served in multiple senior management roles during a 20-year career at Airbus and its predecessor companies. As CEO of Airbus Canada, Philippe oversaw the production ramp up of the successful Bombardier C-Series, its rebranding as the Airbus A220, and the establishment of a new final assembly line in Alabama. Balducchi is an aviation engineer and holds an MBA from HEC Paris Business School. Lilium Chairman Tom Enders commented on the proposal to the EGM: "Philippe's strategic insights, his financial acumen and his experience in managing large-scale operations in the aerospace and defense sector make him a valuable addition to Lilium's board." Philippe Balducchi commented: "I am thrilled to be proposed to join Lilium at such an exciting time in its journey. The company's vision for electric air mobility is not only innovative but also transformative for the industry. I look forward to contributing to Lilium's continued success and working with the talented team and board members to advance our shared goals." Barry Engle and Henri Courpron have both been instrumental in shaping Lilium's trajectory, helping the company to grow from a startup to a mature aerospace company. Barry Engle served as a member of Lilium's Board since September 2021. He was the key player in securing Lilium's NASDAQ listing via a de-SPAC procedure. Since joining the Board, Barry Engle was the Chair of the Audit Committee. He has now taken over an executive position that no longer allows him to be part of a board in Europe. Tom Enders, the Lilium Chairman, said: "Barry and Henri made outstanding contributions to Lilium. Serving on a Board on the other side of the Atlantic comes with additional challenges and sacrifices. We are very grateful for their service and wish them well for their futures." About Lilium Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a sustainable and accessible mode of high-speed, regional transportation for people and goods. Using the Lilium Jet, an all-electric vertical take-off and landing jet, designed to offer leading capacity, low noise, and high performance with zero operating emissions, Lilium is accelerating the decarbonization of air travel. Working with aerospace, technology, and infrastructure leaders, and with announced sales and indications of interest in Europe, the United States, China, Brazil, UK, and the Kingdom of Saudi Arabia, Lilium's 1000+ strong team includes approximately 500 aerospace engineers and a leadership team responsible for delivering some of the most successful aircraft in aviation history. Founded in 2015, Lilium's headquarters and manufacturing facilities are in Munich, Germany, with teams based across Europe and the U.S. Munich, Germany-based PricewaterhouseCoopers GmbH Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has incurred recurring losses from operations since its inception and expects to continue to generate operating losses that raise substantial doubt about its ability to continue as a going concern. LL FLOORING: F9 Investments Holds 8.8% Equity Stake --------------------------------------------------- F9 Investments, LLC disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of September 6, 2024, the LLC with sole member Thomas D. Sullivan, and John Jason Delves beneficially owned shares of LL Flooring Holdings, Inc.'s common stock. F9 Investments, LLC is reported to beneficially own 2,698,907 shares of the common stock, representing 8.8% of the shares outstanding. Meanwhile, Mr. Sullivan and Mr. Delves beneficially owned 1,100 and 13,000 shares respectively, representing less than 1% of the shares outstanding. Purpose of Transaction On September 6, 2024, LumLiQ2, LLC, an indirect, wholly-owned subsidiary of F9 Investments, LLC, as purchaser, F9 Investments, LLC, as guarantor, and LL and certain of its subsidiaries, as sellers, entered into an Asset Purchase Agreement pursuant to which, subject to the terms and conditions of the APA, LL2 agreed to acquire certain assets of the LL Parties, including the rights to leases for 219 stores, the inventory in those stores and LL's Sandston, Virginia distribution center, and intellectual property, and assume certain specified liabilities of the LL Parties. The APA contains customary representations and warranties of the parties and the completion of the transaction contemplated thereby is subject to a number of customary conditions, which, include, among others, the entry of an order of the U.S. Bankruptcy Court for the District of Delaware authorizing and approving the APA, the performance by each party of its obligations under the APA and the material accuracy of each party's representations. The APA contains certain termination rights for both parties, including the right to terminate the APA if the transactions contemplated thereby are not consummated by October 30, 2024. A full-text copy of the F9 Investments' SEC Report is available at: https://tinyurl.com/5n8cm7r7 About LL Flooring Holdings LL Flooring Holdings, Inc. is a specialty retailer of flooring. The company carries a wide range of hard-surface floors and carpets in a range of styles and designs, and primarily sells to consumers or flooring-focused professionals. LL Flooring and four of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680) on August 11, 2024. In the petitions signed by Holly Etlin as chief restructuring officer, LL Flooring disclosed total assets of $501,117,025 and total debt of $416,298,035 as of July 31, 2024. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as counsel. Houlihan Lokey Capital Inc. serves as the Debtors' investment banker, AlixPartners LLP acts as the Debtors' financial advisor, and Stretto, Inc., acts as the Debtors' claims and noticing agent. LOGIX HOLDING: $250MM Bank Debt Trades at 28% Discount ------------------------------------------------------ Participations in a syndicated loan under which Logix Holding Co LLC is a borrower were trading in the secondary market around 72.3 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $250 million Term loan facility is scheduled to mature on December 23, 2024. The amount is fully drawn and outstanding. Logix Holding Company, LLC operates as a holding company. The Company, through its subsidiaries, provides wireline telecom services. Logix Holding serves customers in the United States. MAGIPORT GROUP: Seeks Court Permission to Use Cash Collateral ------------------------------------------------------------- Magiport Group, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida for authority to use cash collateral in which Virginia Kennedy, Carrie Marie Christian, Smith County Tax Collector, and Nacogdoches County Tax Collector and other lienholders may assert liens and security interests. Magiport Group tells the Court the proceeds derived from rental income, potential rental income and monthly promissory note payment of the business is "cash collateral," as that term is defined in 11 U.S.C. section 363(a). The Debtor says it has an immediate and critical need to use the cash collateral in order to preserve and protect the assets of the Business. The Debtor needs to use cash collateral to protect, and otherwise manage the collateral, including, but not limited to, make interest only payments to all secured creditors, payment of insurance, utilities, maintenance, and repairs, pay employees, contractors, and suppliers to maintain business operations. Without the ability to continue to use cash collateral, the Debtor's estate and creditors would suffer immediate and irreparable harm. The Debtor proposes to provide adequate protection by making pre-confirmation period interest only payments to all secured creditors. More specifically, the Tyler Properties held by Virginia Kennedy shall be paid adequate protection payments equal to the regular monthly payment for each property: $522.49/month for 615 W Sixth property; $1,149.21/month for 710 Second property; $668.76/month for 1315 Confederate property; and $1,621.78/month for 1506 Crocket property. The Nacogdoches Property held by Carrie Marie Christian will be paid adequate protection payments equal to the regular monthly payment of $2,000 until the confirmation of a Subchapter V Plan in the Debtor's case. The Debtor proposes to utilize the cash collateral during the pre-confirmation period in accordance with the budget. The Debtor requests that Court approve its use of cash collateral within a 10% variance from the Budget. Pursuant to the Budget, the Debtor will be operating the Property on a cash-flow [positive] basis during the pendency of this Chapter 11 (and beyond). About Magiport Group Magiport Group, Inc. is a Florida For-Profit Corporation engaged in residential real estate development, including 'fix and flip' projects, and currently manages multiple properties in Smith County and Nacogdoches County, Texas. Magiport Group, based in Boca Raton, Fla., filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 24-18977) on August 30, 2024. The Hon. Mindy A Mora is the case judge. Eric Yankwitt, Esq., at the Eric Yankwitt law office, serves as the Debtor's counsel. In the petition, the Debtor listed $1 million to $10 million in estimated assets and $100,000 to $500,000 in estimated liabilities. The petition was signed by Gineton Alencar as president and CEO. MAIBACH ENERGY: Seeks to Hire CGA Law Firm as Legal Counsel ----------------------------------------------------------- Maibach Energy, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ CGA Law Firm as counsel. The firm will provide these services: a. advise the Debtor of its rights, powers and duties as a debtor-in-possession in continuing to operate and manage its assets; b. advise the Debtor concerning, and assisting in the negotiation and documentation of the use of cash collateral and/or debtor-in-possession financing, debt restructuring and related transactions; c. review the nature and validity of agreements relating to the Debtor's business and advise the Debtor in connection therewith; d. review the nature and validity of liens, if any, asserted against the Debtor and advise as to the enforceability of such liens; e. advise the Debtor concerning the actions it might take to collect and recovery property for the benefit of the Bankruptcy Estate; f. prepare on the Debtor's behalf all necessary and appropriate applications, motions, pleadings, orders, notices, petitions, schedules and other documents, and review all financial and other reports to be filed in the within case; g. advise the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices and other papers which may be filed in the within case; h. advise the Debtor in connection with formulation, negotiation and promulgation of a plan of reorganization and related documents; and i. perform all other legal services for and on behalf of the Debtor, which may be necessary or appropriate in the administration of the within 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. The firm received a pre-petition retainer in the amount of $10,000. Lawrence V. Young, Esq., a partner at CGA Law Firm, 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: Lawrence V. Young, Esq. CGA Law Firm, P.C. 135 North George Street York, PA 17401 Tel: (717) 848-4900 Fax: (717) 843-9039 Email: lyoung@cgalaw.com About Maibach Energy, LLC Maibach Energy is the parent company for Lancaster Propane Gas brand. The Company offers tank sales & leases, propane delivery, and tank installation & service. Maibach Energy, LLC in Lancaster, PA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Pa. Case No. 24-13122) on September 4, 2024, listing $1,743,971 in assets and $202,498 in liabilities. William Wheaton as member, signed the petition. Judge Patricia M Mayer oversees the case. CGA LAW FIRM serve as the Debtor's legal counsel. MATHESON FLIGHT: Affiliate to Sell Aircraft to McLean Aviation -------------------------------------------------------------- Matheson Trucking, Inc. got the green light from a U.S. bankruptcy judge to sell an aircraft owned by its subsidiary, Matheson Air Services, LLC. Judge Christopher Klein of the U.S. Bankruptcy Court for the Eastern District of California approved the sale of the aircraft to McLean Aviation Services, Inc. for $3.625 million. The aircraft is a 2013 Pilatus Aircraft Ltd. PC-12/47E, which Matheson Air Services purchased from Pacific Air Charter, LLC in 2020. Upon the sale of the aircraft and liquidation of Matheson Air Services, Matheson Trucking will receive the net proceeds of the sale estimated at $1.2 million. Matheson Trucking intends to pay these funds to Bank of America on account of the bank's secured claim against the company. Matheson Trucking owns 100% of Matheson Air Services, which is solvent, and Bank of America holds a perfected security interest in this ownership interest. About Matheson Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc. provide short and long-haul transportation, logistics and ground handling services. The companies are based in Sacramento, Calif. Matheson Flight Extenders and Matheson Postal Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case Nos. 22-21148 and 22-21149) on May 5, 2022. On July 14, 2022, Matheson Trucking, Inc., an affiliate, filed for Chapter 11 protection (Bankr. E.D. Calif. Case No. 22-21758). The cases are jointly administered under Case No. 21148. In the petitions signed by Charles J. Mellor, chief restructuring officer, the Debtors disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Klein oversees the cases. Nuti Hart, LLP and Development Specialists, Inc. serve as the Debtors' bankruptcy counsel and financial advisor, respectively. Donlin, Recano & Company, Inc. is the Debtors' claims, noticing and solicitation agent, and administrative advisor. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtors' cases. The committee is represented by Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP. MEGHAN INC: Hires Law Offices of Michael Jay Berger as Attorney --------------------------------------------------------------- Meghan, Inc. dba Meghan Fabulous seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Law Offices of Michael Jay Berger as attorney. The firm's services include: a. communicating with creditors of the Debtor; b. reviewing the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; c. advising the Debtor of its legal rights and obligations in a bankruptcy proceeding; d. working to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee (the "OUST"); e. preparing status reports as required by the Court, and responding to any motions filed in Debtor's bankruptcy proceeding; f. responding to creditor inquiries; g. reviewing of proofs of claim filed in Debtor's bankruptcy; h. objecting to inappropriate claims; i. preparing Notices of Automatic Stay in all state court proceedings in which the Debtor is sued during the pending of Debtor's bankruptcy proceeding and, if appropriate; and j. preparing a Chapter 11 Plan of Reorganization for the Debtor. The firm will be paid at these rates: Michael Jay Berger $645 per hour Sofya Davtyan $595 per hour Robert Poteete $475 per hour Senior paralegals and law clerks $275 per hour Paralegal $200 per hour The firm was paid a retainer in the amount of $25,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, Esq., a partner at Law Offices of Michael Jay Berger, 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 Jay Berger, Esq. Sofya Davtyan, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: Michael.Berger@bankruptcypower.com Sofya.Davtyan@bankruptcypower.com About Meghan, Inc. dba Meghan Fabulous Business Description: Meghan, Inc. is a seller of women's clothing, accessories and jewelry. Meghan, Inc. in El Segundo, CA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-17161) on September 3, 2024, listing $360,355 in assets and $2,970,726 in liabilities. Steven J. Dunlap, Jr., as chief executive officer, signed the petition. Judge Sandra R Klein oversees the case. LAW OFFICES OF MICHAEL JAY BERGER serve as the Debtor's legal counsel. MEGHAN, INC: Reaches Deal with SBA on Cash Collateral Access ------------------------------------------------------------ Meghan, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to approve a stipulation with the U.S. Small Business Administration regarding the Debtor's use of cash collateral. The stipulation addresses a $155,000 SBA loan, originally taken out on June 20, 2020, under the COVID Economic Injury Disaster Loan program. This loan, with a 30-year term and an interest rate of 3.75%, had an outstanding balance of $159,486.72 at the time the Debtor filed for bankruptcy. The loan is secured by the Debtor's personal property, including inventory, equipment, and receivables. Under the stipulation, the SBA permits Meghan, Inc. to use its cash collateral, consisting of assets and revenue tied to the loan, until December 31, 2024, for ordinary business expenses. In return, the SBA will receive a "Replacement Lien" on any post-petition revenues. Additionally, Meghan, Inc. is required to make monthly adequate protection payments of $786 starting September 15, 2024, to safeguard the SBA's interests. The agreement also establishes that the SBA will have a priority claim over the bankruptcy estate. The use of cash collateral is subject to renewal by stipulation or court order, and there are restrictions on payments to insiders or other expenditures without fulfilling Chapter 11 obligations. Meghan, Inc. must adhere to insurance requirements and provide financial reports to the U.S. Trustee. Finally, Meghan, Inc. commits to paying the SBA at least $786 monthly under any confirmed Chapter 11 reorganization plan. The stipulation does not waive the SBA's rights in case of default and requires that any modifications to the agreement be documented in writing and mutually agreed upon by both parties. About Meghan, Inc. El Segundo, Calif.-based Meghan, Inc., d/b/a Meghan Fabulous, sells women's clothing, accessories and jewelry. It filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 24-17161) on Sept. 3, 2024, before the Hon. Sandra R Klein. The Law Offices of Michael Jay Berger serves as the Debtor's counsel. In its petition, the Debtor listed total assets of $360,355 and total liabilities of $2,970,726. The petition was signed by Steven J. Dunlap, Jr., as chief executive officer. MICHAEL'S INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Michael's Inc 5783 Heisley Rd Mentor, OH 44060 Business Description: Michael's Inc. owns the real property located at 5783 Heisley Rd, Mentor OH. 44060 having a fair market value of $5 million. Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 24-13743 Judge: Hon. Jessica E Price Smith Debtor's Counsel: Glenn E. Forbes, Esq. FORBES LAW LLC 166 Main Street Painesville, OH 44077 Tel: 440-739-6211 E-mail: bankruptcy@geflaw.net Total Assets: $5,000,000 Total Liabilities: $8,232,558 The petition was signed by Martin J Lamalfa as authorized representative of the Debtor. 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/MD44JZI/Michaels_Inc__ohnbke-24-13743__0001.0.pdf?mcid=tGE4TAMA MLN US HOLDCO: $576MM Bank Debt Trades at 89% Discount ------------------------------------------------------ Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 10.9 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $576 million Term loan facility is scheduled to mature on October 18, 2027. The amount is fully drawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company’s customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MPH ACQUISITION: $1.33BB Bank Debt Trades at 27% Discount --------------------------------------------------------- Participations in a syndicated loan under which MPH Acquisition Holdings LLC is a borrower were trading in the secondary market around 73.3 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.33 billion Term loan facility is scheduled to mature on September 1, 2028. About $1.29 billion of the loan is withdrawn and outstanding. MPH Acquisition Holdings LLC, doing business as MultiPlan, provides health care solutions. The Company offers payment integrity, network, and analytics-based solutions. MultiPlan serves customers in the United States. NAUTICAL MARINE: Hires Accounting & Business as Accountant ---------------------------------------------------------- Nautical Marine Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Accounting & Business Partners, LLC as accountant. The firm will perform these accounting services: a. prepare and file tax returns and conduct tax research including contacting the Internal Revenue Service or Florida Department of Revenue if necessary; b. perform normal accounting and other accounting services as required by the Debtor, including establishing and/or updating the Debtor's current QuickBooks system; c. prepare and/or assist the Debtor in preparing requiring reports, including Chapter 11 monthly/quarterly operating reports; and d. perform a forensic accounting of the Debtor's financial activities to determine the amount of any funds which may have been misappropriated by a former principal of the Debtor. The firm will be paid at these rates: Monthly Operating Reports $130 per hour Bookkeeping & QBO file management $130 per hour Plan projections $230 per hour The firm will be paid a retainer in the amount of $1,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrea Bone, CPA, a Managing Member at Accounting & Business Partners, 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: Andrea Bone, CPA Accounting & Business Partners, LLC 10730 102nd Ave Seminole, FL 33778 Tel: (727) 828-9945 Fax: (727) 255-7788 About Nautical Marine Enterprises, LLC Nautical Marine Enterprises, LLC, provides boat engine repair, boat upholstery, fiberglass repair, and boat trailer repair services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03490) on August 14, 2023. In the petition signed by Francisco Ferrer, Jr., manager, the Debtor disclosed $1,031,820 in total assets and $1,383,423 in total liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at BUDDY D. FORD, P.A., is the Debtor's legal counsel. NORTHRIVER MIDSTREAM: Moody's Hikes CFR to 'Ba2', Outlook Stable ---------------------------------------------------------------- Moody's Ratings has upgraded NorthRiver Midstream Finance LP's corporate family rating to Ba2 from Ba3, the probability of default rating to Ba2-PD from Ba3-PD, and the senior secured notes and bank credit facility ratings to Ba2 from Ba3. The outlook has been revised to stable from positive. "The upgrade reflects NorthRiver's stable growth trajectory and track record of securing new long-term contracts," said Whitney Leavens, Moody's analyst. "The company benefits from strong revenue visibility, complemented by new projects coming online through 2026 that will increase take-or-pay revenue towards 90% of total, and supportive industry tailwinds with LNG Canada ramping up." RATINGS RATIONALE NorthRiver's rating is supported by: (1) take-or-pay contracts constituting over 80% of revenue; (2) a diversified customer base underpinned by strong counterparties holding long-term contracted take-or-pay volumes; (3) extensive natural gas pipeline and processing footprint concentrated in the central and northern Montney with differentiating sour gas processing capacity; and (4) a track record of steady EBITDA generation. NorthRiver's rating is constrained by: (1) a portion of revenue (about 15%) exposed to market demand (renewals and interruptible), involving market price and volume risks; (2) dependence on the continued development of economic liquids-rich gas to grow EBITDA and volumes over time; and (3) ownership by private equity (Brookfield Infrastructure), which prioritizes distributions over debt reduction. NorthRiver's liquidity is good. As of Q2 2024, the company had about C$17 million of cash and close to C$287 million available (after $9 million in letters of credit) under its C$400 million revolver expiring February 2028. Moody's expect minimal free cash flow given Moody's expectation that excess cash will be largely distributed to Brookfield. Moody's expect the company will maintain compliance with its leverage covenant. NorthRiver has limited alternate sources of liquidity because it has pledged all of its assets to secured lenders. NorthRiver's first lien senior secured notes and term loan B are both rated Ba2, the same as the CFR. Including the revolver, the three tranches are secured on a pari passu basis and these instruments represent the preponderance of liabilities in the capital structure. If the Term Loan B is fully repaid or refinanced with unsecured debt, first lien security for the notes falls away and the rating on the notes could change depending on the capital structure at that time. The stable outlook reflects Moody's expectation that NorthRiver will maintain strong revenue visibility as new growth projects come online, with leverage declining to below 5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if NorthRiver sustains debt to EBITDA below 4x while demonstrating consistent growth with strengthening contract terms or better diversification, and commitment to a more conservative financial policy. Conversely, the ratings could be downgraded if contract renewals or terms weaken, debt to EBITDA remains above 5x, or financial policy becomes more aggressive. NorthRiver Midstream Finance LP, based in Calgary, Alberta, is a privately-held midstream company that gathers and processes natural gas in northeastern British Columbia and west central Alberta. The principal methodology used in these ratings was Midstream Energy published in February 2022. NUVO GROUP: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Nuvo Group USA, Inc. About Nuvo Group USA Nuvo Group USA, Inc. provides clinicians and expectant mothers with access to medically-necessary remote pregnancy monitoring. It is based in Princeton, N.J. Nuvo Group USA filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-11880) on August 22, 2024, with $3.5 million in assets and $39.4 million in debt. Judge Mary F. Walrath oversees the case. The Debtor is represented by Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell. OAK PARK: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Oak Park Leasing, LLC 250 Bob Logan Drive Lake, MS 39092 Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 24-02157 Judge: Hon. Jamie A Wilson Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Wilkerson, Jr. as managing member. The Debtor indicated in the petition it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JP4WAXQ/Oak_Park_Leasing_LLC__mssbke-24-02157__0001.0.pdf?mcid=tGE4TAMA OCEAN POWER: Completes New WAM-V for Delivery to Latin America -------------------------------------------------------------- Ocean Power Technologies, Inc., announced Sept. 9 it has achieved a major contractual milestone and completed the build of a new unmanned surface vehicle for delivery to a survey customer in Latin America. This delivery is part of the Company's previously announced expansion into the region, working with end customers and resellers. This milestone triggers revenue recognition of the fully integrated system, including survey equipment. Philipp Stratmann, CEO and president of OPT, expressed his enthusiasm about this milestone, stating, "We believe that the delivery of this vehicle is testament to the execution ability of our team and our ability to deliver fully integrated systems, including survey equipment from our OEM partners. We continue to convert pipeline to backlog to revenues to payments. We look forward to future deliveries and additional opportunities to deploy our assets in Latin America." About Ocean Power Technologies Ocean Power Technologies, Inc. -- https://oceanpowertechnologies.com/ -- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. The Company's PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also offers WAM-V autonomous surface vessels (ASVs) and marine robotics services. The Company's headquarters is located in Monroe Township, New Jersey, with an additional office in Richmond, California. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 25, 2024, citing that the Company has recurring net losses and net cash flow used in operations that raise substantial doubt about its ability to continue as a going concern. OCEAN POWER: Incurs $4.45 Million Net Loss in First Quarter ----------------------------------------------------------- Ocean Power Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.45 million on $1.30 million of revenues for the three months ended July 31, 2024, compared to a net loss of $7.04 million on $1.27 million of revenues for the three months ended July 31, 2023. As of July 31, 2024, the Company had $29.18 million in total assets, $6.87 million in total liabilities, and $22.31 million in total shareholders' equity. For the three months ended July 31, 2024, the Company used cash in operations of approximately $6.1 million. Cash used in operations includes cash payments of the Marine Advanced Robotics Inc. earnout payable of $50,000 and payment of the fiscal 2024 bonus for all employees. In addition, the Company has continued to make investments to build inventory, support order backlog and future growth. The Company said its future results of operations involve significant risks and uncertainties. Factors that could affect the Company's future operating results and could cause actual results to vary materially from expectations include, but are not limited to, performance of its products, its ability to market and commercialize its products and new products that it may develop, access to capital, technology development, scalability of technology and production, ability to attract and retain key personnel, concentration of customers and suppliers, pending or threatened litigation, and deployment risks and integration of acquisitions. For the three months ended July 31, 2024 and through Sept. 16, 2024, management has obtained additional capital financing. Management believes the Company's current cash, cash equivalents, and restricted cash balances at July 31, 2024 of $3.3 million may not be sufficient to fund its planned expenditures through September 2025. Ocean Power said, "These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company's operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The accompanying consolidated financial statements have been prepared on a basis which assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to the Company's ability to continue as a going concern. Such adjustments could be material." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315224036423/form10-q.htm About Ocean Power Technologies Ocean Power Technologies Inc. -- https://oceanpowertechnologies.com/ -- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. The Company's PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also offers WAM-V autonomous surface vessels (ASVs) and marine robotics services. The Company's headquarters is located in Monroe Township, New Jersey, with an additional office in Richmond, California. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 25, 2024, citing that the Company has recurring net losses and net cash flow used in operations that raise substantial doubt about its ability to continue as a going concern. ONDAS HOLDINGS: Secures $8MM Military Order for Iron Drone Raider ----------------------------------------------------------------- Ondas Holdings Inc. announced the receipt of an $8 million purchase order directly from a major military customer to supply multiple Iron Drone Raider systems. The order includes Raider systems, associated elements and infrastructure, and supporting services for aerial protection against hostile drones. This is the first major order for the Iron Drone Raider system intended for live security operations, marking a significant milestone in the expansion of Ondas into defense markets. Ondas is anticipating further growth with military and security customers worldwide. "We are thrilled to achieve this significant milestone as we prepare to support live security operations with our Iron Drone Raider platform," said Eric Brock, Chairman and CEO of Ondas and OAS. "The Raider has been architected to meet the highest military requirements for 'hard kill' counter-drone mitigation, with autonomous capabilities that ensure persistent availability and reliable, precise operations. Protecting the low skies from vulnerability to hostile drones is a priority that military and homeland security officials across the world are urgently seeking solutions to address. The Iron Drone platform is positioned to capture this 'white space' in what we see as a large, and rapidly growing market." "Moreover, OAS believes successful execution of initial live operations will lead to additional orders as counter-drone infrastructure is deployed across more critical locations. In addition, we believe our Optimus platform is also well positioned to capture opportunities as an aerial security tool to protect and secure critical government and military locations. As we deliver against these opportunities, we see the global defense market opening for both of our platforms," Brock concluded. The global market for counter-drone applications was approximately $1.6 billion in 2023 and is expected to expand at a 27.8% CAGR to $14.9 billion by 2032, according to Beyond Market Insights. Ondas believes that demand for counter-UAS capabilities is currently being generated by government customers, with defense and homeland security applications driving the majority of spending for the protection of borders, populations and critical government locations. As both hostile drone threats and civil aviation regulations evolve, Ondas believes non-defense and commercial markets will also demonstrate significant end market growth to protect critical infrastructure and industrial assets. Ondas is currently building manufacturing capacity to support adoption of the Iron Drone Raider in the rapidly growing market for counter-drone solutions. Ondas believes that almost every national security organization worldwide that is involved in protecting and securing borders, critical infrastructure and populated areas is seeking solutions to mitigate security threats including those posed by hostile drone attacks. With a portfolio of autonomous aerial security solutions, including the Iron Drone Raider counter-drone platform, Ondas is responding to this growing demand, offering revolutionary technology and unmatched operational readiness. The ongoing conflicts and events worldwide underscore the growing threat posed by small, hostile drones, which are increasingly used for aerial surveillance and kamikaze attacks. Various countermeasures, such as jamming GPS signals or manually controlling radio communications, can neutralize some drones. However, drones operating autonomously or without communications can only be stopped through physical interception or shooting, which are not always feasible and can cause dangerous collateral damage. The Raider drone launches from a designated protected storage pod. This pod can host 1 – 3 drones, keeping the Raider drones "hot" and ready for a quick deployment. System readiness and rapid response is essential as the interception window of opportunity is typically limited. During the flight, the Raider uses integrated on-board sensors to locate, track and hunt the hostile drone supported by the integration of on-drone advanced AI-based intelligence. Ondas has made significant investments in training the Raider algorithms to recognize different types of drones under various operational conditions. Once positioned for mitigation, the Raider intercepts the target drone via operator command by deploying a designated ballistic net. The net can be outfitted with a parachute to reduce collateral damage if operating in densely populated areas. Deploying Iron Drone systems is a cost-effective solution compared to deploying manual or automated machine guns, missiles, helicopters, and expensive laser systems, which may not always be safe, economical, or even applicable as they can cause more collateral damage than the hostile drone itself. About Ondas Holdings Marlborough, Mass.-based Ondas Holdings Inc. is a provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc., Ondas Autonomous Holdings Inc., Airobotics, Ltd, and American Robotics, Inc. Ondas Networks, American Robotics, and Airobotics together provide users in defense, homeland security, public safety, and other critical industrial and government security and infrastructure markets with improved connectivity, situational awareness, and data collection and information processing capabilities. Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has experienced recurring losses from operations, negative cash flows from operations, and a working capital deficit as of Dec. 31, 2023. As of June 30, 2024, Ondas Holdings had $82.5 million in total assets, $46.1 million in total liabilities, $17.03 million in redeemable noncontrolling interest, and $19.4 million in total stockholders' equity. PAK I LLC: Hires Legal Solutions Group as Bankruptcy Counsel ------------------------------------------------------------ Pak I, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Legal Solutions Group, P.C.as bankruptcy counsel. The firm will assist and represent the Debtor for all legal matters arising in and under this Chapter 11 case. The firm will be paid at $400 per hour. It received a retainer in the amount of $4,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stuart Sandweiss, a President at Legal Solutions Group, 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: Stuart Sandweiss, President Legal Solutions Group, P.C. 18481 West Ten Mile Road, Suite 100 Southfield, Michigan 48075 Tel: (248) 559-2400 Fax: (248) 971-1500 Email: stuart@4lsg.com About Pak I, LLC Pak I, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 24-46435) on July 1, 2024. The Debtor hires Legal Solutions Group, P.C.as bankruptcy counsel. PATHS PROGRAM: Seeks Court Permission to Use Cash Collateral ------------------------------------------------------------ The PATHS Program, LLC asks the U.S. Bankruptcy Court for the District of Arizona for authority to use cash collateral in its Chapter 11 bankruptcy case. The Debtor also requests the Court to hold a hearing on an emergency basis. The Debtor is requesting interim and final approval to use revenue generated from its business to cover operational expenses, including payroll and business-related costs. The Debtor clarifies that this motion does not seek to create new liens or security interests in post-petition assets that didn’t exist pre-petition, except for replacement liens. The Debtor also seeks permission to pay employees' wages, including outstanding wages owed to Anna-Lisa Mackey, the Debtor's manager and owner, who has not received a salary since November 2023. Mackey is owed over $75,000 in pre-petition wages. The Debtor requests authority to pay Mackey $4,166.67. The Debtor provides curriculum and training for Social-Emotional Learning (SEL) from Pre-K through high school. Lisa Mackey, with over 30 years of experience in SEL, purchased the business from Channing Bete Corporation in 2019 after a sealed bid process. Litigation with Mark Greenberg, a rival bidder, has significantly impacted the company financially. The COVID-19 pandemic affected the business severely, especially in terms of sales and the need to adapt the delivery of curriculum and training. Additionally, the business faced declining sales due to competition from newer, technology-based SEL programs. The Debtor has been involved in prolonged litigation related to the acquisition, which has caused substantial financial strain, with legal fees exceeding $1,000,000. Despite efforts to settle the matter, the legal costs have become unmanageable, contributing to the need for bankruptcy protection. The Debtor discloses that it receives the majority of its income at the beginning of the school year (generally August - October) when schools are purchasing curriculum for the upcoming year. The Debtor does receive nominal sales income in other months but the income from the start of the school year funds the much of the expenses of the remaining months after the beginning of the school year. The Debtor has submitted to the Court a proposed budget and an immediate needs budget for September 2024. A copy of the Debtor's request, including its proposed budgets, is available at https://urlcurt.com/u?l=7TwNg8 The Debtor's primary secured creditor, Glen E. Mackey, is believed to have a first-position security interest in the cash collateral and is expected to consent to its use as proposed. The Debtor asserts that the continued operation and preservation of its business will serve as adequate protection for secured creditors, ensuring the ongoing value of the business as a going concern. About Paths Program Holding, LLC Paths Program Holding offers educational support services. PATHS Program, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-07580) on Sept. 11, 2024. LearningSEL, LLC and PATHS Program Holding, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 24-07015 and 24-07033) on Aug. 23, 2024. The cases are jointly administered under LearningSEL's case. Paths Program Holding listed $75,000 in assets and $1,543,051 in liabilities. The petitions were signed by Anna-Lisa Mackey as manager. Judge Paul Sala presides over the case. D. Lamar Hawkins, Esq., at Guidant Law, PLC represents the Debtors as counsel. PERATON CORP: Moody's Cuts CFR to 'B3' & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings downgraded Peraton Corp.'s corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. Concurrently, Moody's downgraded the backed senior secured 1st lien bank credit facilities to B2 from B1. Moody's did not take any action on the backed senior unsecured notes that are rated Baa2, because they are guaranteed by HP Inc. (Baa2 stable). The outlook was revised to negative from stable. The downgrade reflects Moody's expectation that the company will continue to be very highly leveraged following sizable acquisitions in 2021. Supported by 5% annual revenue growth, Moody's expect debt/EBITDA will improve incrementally from 9.2x as of June 30, 2024 to 8.5x by the end of 2025. However, EBITDA margin growth will be constrained as the company has moved towards stable but less profitable cost-plus contracts. Interest coverage will remain weak with EBIT/interest expense well below 1.0x. Liquidity is adequate with a good cash balance and undrawn revolver, but free cash flow is expected to be breakeven through 2025. The negative outlook reflects the persistence of weak credit metrics and the potential for weaker liquidity if the revolver is not extended within the next 18 months. The negative outlook also reflects the possibility of a distressed exchange because the first lien term loan matures in early-2028. RATINGS RATIONALE The B3 CFR reflects Peraton's very high financial leverage and weak interest coverage, partly offset by the company's solid market position as a diversified service provider to the US Federal Government. Credit metrics are weak because the company grew through an aggressive debt-funded growth strategy. EBITDA margin of 13% are competitive relative to other government service providers but below the company's historical levels because of a shift towards more cost-plus contracts, which provide stability but are generally less profitable than fixed price contracts that are well executed, and underperformance on a small number of programs in a startup phase. Peraton benefits from a solid market position supported by scale and strong technical qualifications. Moody's expect revenue will eclipse $7 billion in 2024, making it one of the largest providers of IT and other technical services to the federal government. The company's largest customer is the Department of Defense, and it has good contract diversity with over half of contracts by revenue with civilian agencies. The first lien facilities are rated B2, one notch above the CFR, because of better recovery prospects due to the first loss position of the second lien term loan in a stressed scenario. Liquidity is adequate with Moody's expectation of breakeven free cash flow over the next two years, good cash on hand and an undrawn revolver. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if liquidity weakens or if the revolver is not extended. The ratings could also be downgraded if credit metrics do not improve or if the probability for a distressed exchange increases. Ratings could be upgraded if the company is able to grow its EBITDA margin and free cash flow sufficient to sustain debt/EBITDA below 7.0x. EBIT/interest expense above 1.0x could result in an upgrade. Peraton Corp., headquartered in Reston, Virginia, is a provider of communications networks and systems, enterprise IT and mission support for federal agencies. The company is owned by Veritas Capital. Revenue for the twelve months ended June 30, 2024 was $6.9 billion. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. PERKINS COMPOUNDING: Hires Julianne Frank P.A. as Counsel --------------------------------------------------------- Perkins Compounding Pharmacy Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Julianne Frank, P.A as counsel to represent the Debtor in the Chapter 11 proceedings. 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. The firm received a retainer in the amount of $26,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Julianne Frank, Esq. a partner at Julianne Frank, 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: Julianne Frank, Esq. Julianne Frank, P.A. 4495 Military Trail Suite 107 Jupiter, FL 33458 Tel: (561) 220-2528 Email: julianne@jrfesq.com About Perkins Compounding Pharmacy Inc Perkins Compounding Pharmacy Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 24-19058) on September 4, 2024. The Debtor hires Julianne Frank, P.A as counsel. PHEONIX ENTERPRISES: Hires Bleakley Bavol Denman as Attorney ------------------------------------------------------------ Pheonix Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bleakley Bavol Denman & Grace as attorney. The firm will provide these services: a. analyze the financial situation, and rendering advice and assistance to the Debtor in determining legal options under Title 11, United States Code; b. advise 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. prepare and file the petition, schedules of assets and liabilities, statement of affairs, and other documents as required by the Court; d. represent the Debtor at the Section 341 Meeting of Creditors; e. give 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. advise 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. prepare, on behalf of your Applicant, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear on hearings thereon; h. protect the interest of the Debtor in all matters pending before the court; i. represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. perform 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 the rate of $425 per hour. Bleakley Bavol Denman was paid an advance retainer fee in the amount of $16,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Samantha L. Dammer, Esq., a partner at Bleakley Bavol Denman & Grace, 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: Samantha L. Dammer, Esq. Bleakley Bavol Denman & Grace 15316 N. Florida Avenue Tampa, FL 33613 Tel: (813) 221-3759 Fax: (813) 221-3198 Email: sdammer@bbdglaw.com About Pheonix Enterprises, Inc. 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. Pheonix Enterprises Inc. in Tampa, FL, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 24-05249) on September 4, 2024, listing $13,378 in assets and $1,561,783 in liabilities. Terri Campagna as president, signed the petition. Judge Roberta A Colton oversees the case. BLEAKLEY BAVOL DENMAN & GRACE serve as the Debtor's legal counsel. PHOENIX COMMUNITY: Cameron McCord Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Cameron McCord, Esq., at Jones & Walden, LLC, as Subchapter V trustee for Phoenix Community Inc. Ms. McCord will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. McCord declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Cameron McCord, Esq. Jones & Walden, LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Phone: (404) 564-9300 Fax: (404) 564-9301 Email: cmccord@joneswalden.com About Phoenix Community Phoenix Community, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-59092) on August 29, 2024, with $100,001 to $500,000 in assets. Judge Sage M. Sigler presides over the case. POSEIDON INVESTMENT: S&P Lowers ICR to 'SD' on Debt Repurchase -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Poseidon Investment Intermediate L.P. (d/b/a Pretium Packaging LLC) to 'SD' (selective default) from 'CCC+' and the issue-level rating on its second-lien term loan to 'D' (default) from 'CCC-'. S&P's issue-level ratings on Poseidon's super senior first-out loan and super senior second-out loan are unchanged. S&P expects to review our issuer credit rating on the company over the next few business days. S&P said, "We view the debt repurchase as distressed and tantamount to a default. The company has repurchased $113.9 million of its second-lien term loan through the first three fiscal quarters of fiscal 2024. The second-lien repurchases resulted in an approximately $66 million cash outflow, averaging a payment of 58 cents on the dollar to second-lien lenders. We view the repurchases as a selective default because lenders received less than originally promised. This is the second time we have lowered the rating to 'SD' within the past year following what we view as a distressed exchange of its first-lien term loan in October 2023. "The company did not report a repurchase of the outstanding super senior first-out term loan or the super senior second-out term loan and, therefore, the 'B' and 'CCC+' issue-level credit ratings, respectively, remain unchanged. We expect to review our issuer credit rating on the company over the next few business days." PRETIUM PKG: $350MM Bank Debt Trades at 53% Discount ---------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 47 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $350 million Term loan facility is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PRIME CAPITAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Prime Capital Ventures, LLC 187 Wolf Road Albany, NY 12205-1138 Business Description: Prime Capital owns a residential property located at 600 Linkhorn Drive, Virginia Beach, VA 23451 valued at $4.02 million. Chapter 11 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Northern District of New York Case No.: 24-11029 Debtor's Counsel: Christian H. Dribusch, Esq. THE DRIBUSCH LAW FIRM 187 Wolf Rd Ste 300-20 Albany NY 12205-1138 Tel: (518) 588-8217 E-mail: cdribusch@chd-law.com Total Assets: $6,452,230 Total Liabilities: $244,529,327 The petition was signed by Christian H. Dribusch as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VXDOLLY/Prime_Capital_Ventures_LLC__nynbke-24-11029__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 1800 Park Avenue LLC $15,066,052 1800 Park Avenue East Renville, MN 56284 2. 526 Murfreesboro, LLC $13,246,937 526 Murfreesboro Pike Nashville, TN 37217 3. Brightsmith Tulsa LLP $7,875,000 1821 N. Collins Avenue Okmulgee, OK 74447 4. Commercial Capital Bond $35,000 133 Holiday Court #207 Franklin, TN 37067 5. Compass-Charlotte 1031, LLC $51,305,136 631 Dickenson Avenue Greenville, NC 27834 6. CoNestions Medical, Inc. $6,150,000 150 N Wright Brothers Drive Salt Lake City, UT 84116 7. Eagle Rose Inc. $1,050,000 4500 Eldorado Parkway Mckinney, TX 75070 8. ER Tennessee LLC $15,355,473 381 Park Avenue Suite 1101 New York, NY 10016 9. HCW Biologics Inc. $5,250,000 3300 Corporate Way Hollywood, FL 33025 10. Hudson & Hudson LLC $5,250,000 206 West College Street Suite 12 Carbondale, IL 6290 11. Keeler Mercedes Benz $30,000 1111 Troy Schenectady Road Latham, NY 12110 12. Motos America Inc. $3,000,000 3131 W. 2210 S. West Valley City, UT 84119 13. Newlight Technologies, Inc. $7,762,603 14382 Astronautics Drive Huntington Beach, CA 92647 14. Onward Holdings Ltd. $14,000,000 5152 N. Edgewood Drive Suite 375 Provo, UT 84604 15. SP Harbor QOZB LP $2,500,000 550 West B Street 4th Floor San Diego, CA 92101 16. SQRL Holdings, LLC $4,462,500 27 Rahling Circle Suite C Little Rock, AR 72223 17. SRA - CH Richard I LLC $17,366,250 4505 Pacific Highway East Suite C-2 Fife, WA 98424 18. The Wallick Family 2022 Trust $175,000 PO Box 267 Okmulgee, OK 74447 19. Toro Real Estate Partners $50,000 410 Jericho Turnpike Suite 220 Jericho, NY 11753 20. Truss Financial LLC $3,900,000 4500 West Nyack Road Suite 310 West Nyack, NY 10994 PROMETRIC HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable ----------------------------------------------------------- S&P Global Ratings raised all of its ratings on U.S.-based test developer and delivery company Prometric Holdings Inc. to 'B' from 'B-', including its issuer credit rating and issue-level rating on the company's $572 million senior secured first-lien term loan due in 2028 and $75 million revolving credit facility due in 2027. The stable outlook reflects S&P's expectation that Prometric will continue to increase its revenue and EBITDA base as the company benefits from higher testing volumes and pricing initiatives. S&P said, "The upgrade reflects our expectation that Prometric's S&P Global Ratings-adjusted leverage will be approximately 5x at year-end 2024 due to strong operating performance trends. Prometric has experienced strong year-to-date revenue growth of approximately 10% through the third quarter of fiscal 2024, driven by higher testing volumes; the continued increase in demand for Prometric's language programs; and new business wins, including Ukraine health care testing and the law school admissions council. In addition, we now expect the company to generate approximately $125 million-$135 million in S&P Global Ratings-adjusted EBIDTA compared with $107 million in the previous year. The increase in EBITDA, coupled with the debt paydown as part of the September 2023 refinancing, has led to significant deleveraging. S&P Global Ratings-adjusted leverage was 5.3x as of June 30, 2024, compared with 8.3x the previous year. We believe the improvement will continue in the latter half of fiscal 2024, driven by new client wins, including the six-year contract with the CFA Institute, increased upsell, higher pricing, and expansion into low- and medium-stakes assessments such as Higher Education and Information Technology (IT). Therefore, our expectation is that the company will continue to modestly deleverage in fiscal 2025 because we believe it will benefit from strategic initiatives such as the implementation of price increases." Prometric's strong market position, well-established customer relationships, and ability to provide remote proctoring allows for long-term business visibility compared with peers. S&P said, "We believe Prometric has higher pricing power than smaller industry peers in securing multiyear sizable client contracts because they currently have the second-largest market share behind U.K.-based education service provider Pearson PLC (not rated). The company's growth also stems from its long-standing customer relationships, higher testing volumes, and strategic investments in the remote proctoring modality to increase market reach. In addition, we believe the company has strong revenue predictability because its three-largest customers are under multi-year contracts, with the earliest one expiring in 2026. We expect industry tailwinds and demand for Prometric's services will secure long-term revenue growth in the 3%-5% range and margins in the low-30% area over the next couple of years." S&P said, "We expect the company to generate improved free operating cash flow in the next several years as capital spending declines due to the completion of one-time projects. Prometric has invested in several one-time projects in the most recent periods such as remoting proctoring, enterprise resource planning, and platform modernization. We expect capital spending to be approximately $25 million in fiscal 2024 versus $40 million the previous year. While debt issuance costs in fiscal 2024 offset the decrease in capital expenditures, we expect free operating cash flow to be approximately $50 million-$60 million in fiscal 2025. We forecast S&P Global Ratings-adjusted FOCF to debt in the low-3% area in fiscal 2024 and the high-8% area in fiscal 2025. "The stable outlook reflects our expectation that Prometric will continue to increase its revenue and EBITDA base as the company benefits from higher testing volumes and pricing initiatives. The outlook also reflects our expectation that the sponsor's financial policy will allow the company to maintain leverage at about 5x over the next 12 months." S&P could lower its ratings on Prometric if we believed leverage would remain above 6.5x. This would most likely be the case due to: -- A decrease in testing volume that could cause Prometric's test center to return to limited capacity, or -- The company adopting an aggressive financial policy that involves debt-funded acquisitions or shareholder dividends. Although unlikely due to the company's financial sponsor ownership, S&P could raise the rating if: -- S&P believed Prometric would reduce and maintain leverage below 4.5x over the next 12 months through accelerated debt repayments, strong revenue, and EBITDA growth; -- The company continued to generate FOCF to debt well above 10%; and -- S&P believed that the sponsor's financial policy would allow for the company to maintain leverage below 4.5x. PROVIZOR FEDERAL: Loyal Source's Bid to Withdraw Reference Denied ----------------------------------------------------------------- Judge Stephanie A. Gallagher of the United States District Court for the District of Maryland denied Defendant's motion to withdraw the reference of the adversary proceeding captioned as PROVIZOR FEDERAL, INC., et al., Plaintiffs, v. LOYAL SOURCE GOVERNMENT SERVICES, LLC, Defendant, Civil Case No.: 1:24-cv-1535-SAG (D. Md.). On May 1, 2024, Loyal Source filed a motion for permissive withdrawal of the reference of the adversary proceeding pursuant to 28 U.S.C. Sec. 157(d). Plaintiff KORE Capital Corporation opposed the motion to withdraw, and Morgan W. Fisher, Chapter 7 Trustee for Provizor Federal, Inc. f/k/a OMV Medical, joined in the opposition. This dispute originates from the failure of Provizor to make timely payments to Loyal Source in accordance with a 2018 government subcontract. Through arbitration in 2023, Loyal Source demonstrated entitlement to over $8.6 million for past due amounts from Provizor and secured a constructive trust for future amounts due under the 2018 subcontract. On January 29, 2024, Loyal Source secured confirmation of the arbitration awards and the constructive trust from the Court. The Court entered a final judgment and order in favor of Loyal Source in the amount of $11.9 million and imposed a constructive trust "on any payments OMV received from the Government on or after January 5, 2024, under the October 23, 2017 Prime Contract between the Government and OMV, for services provided by Loyal Source to OMV, pursuant to the [2018 subcontract]." However, pursuant to a 2021 credit and security agreement, Kore had extended credit to Provizor in exchange for a security interest in Provizor's assets and accounts receivable. On February 12, 2024, proposed-intervenor Kore moved to alter or amend the Court's Order and Judgment, asserting that Kore has a first priority perfected security interests in assets subject to the constructive trust pursuant to the 2021 credit and security agreement between Provizor and Kore. On February 26, 2024, Provizor commenced voluntary Chapter 11 bankruptcy proceedings and filed motions seeking, among other forms of relief, authorization to obtain post-petition financing and use cash collateral to fund its operations during the pendency of its Chapter 11 case. In its debtor-in-possession motion, Provizor asked the Bankruptcy Court to pledge all of its assets, including those subject to the constructive trust, to Kore so that Kore could provide Provizor with continued liquidity under the parties' 2021 credit and security agreement. Loyal Source objected to Provizor's proposed use of funds, arguing that funds subject to the constructive trust are not property of Provizor's estate pursuant to 11 U.S.C. Sec. 541(d), and cannot serve as cash collateral nor be pledged to Kore. On March 12, 2024, the Bankruptcy Court held a continued hearing on Provizor's motions, at which it overruled Loyal Source's objections, granted Provizor's DIP motion on a further interim basis, and imposed certain protections for Loyal Source. On April 5, 2024, Kore and Provizor commenced the adversary proceeding seeking determination as to the validity, priority, and extent of the interests that Kore and Loyal Source have in Provizor's assets, including Provizor's receivables collected since the bankruptcy filing and vis-a-vis the constructive trust imposed by the Court. Judge Gallagher says, "Despite finding the Proceeding to be a non-core matter, this Court, exercising its discretionary authority under Sec. 157(d), finds cause lacking to withdraw the reference. There is 'significant value' in having the Bankruptcy Court preside over non-core matters, especially where, as here, the proceeding is related to the bankruptcy action, and the uniformity of bankruptcy administration, conservation of creditor and debtor resources, and the expediency of the bankruptcy proceeding weigh against the finding cause for withdrawal." She concludes, "The Bankruptcy Court is most familiar with the issues presented in Kore's complaint, and, since Provizor's petition, it has received evidence and heard testimony in no less than three separate hearings on issues affecting Kore's claims in the bankruptcy proceeding. Although this Court may ultimately review the issues following the Bankruptcy Court hearing, Loyal Source has not met its burden of showing that withdrawal would promote judicial economy and economic use of the parties' resources." A copy of the Court's decision dated August 27, 2024, is available at https://urlcurt.com/u?l=GlwqMo About Provizor Federal, Inc. Provizor Federal, Inc. is a provider of medical staffing and management services in Columbia, Md. Provizor Federal filed Chapter 11 petition (Bankr. D. Md. Case No. 24-11528) on Feb. 26, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Marilon Green-Hickson, president, signed the petition. Judge David E. Rice oversees the case. The Debtor tapped Ice Miller, LLP as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton, LLP as special counsel; and SC&H Group, Inc. as financial advisor. RAYANI HOLDINGS: Case Summary & One Unsecured Creditor ------------------------------------------------------ Debtor: Rayani Holdings, LLC APN 021-274-054-000, 021-274-057-000 Lincoln CA 95648 Business Description: Rayani Holdings owns 8.4 acres located in Lincoln, CA being subdivided from two to six parcels zoned for commercial use. The property is valued at $7.5 million based on management's review. Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court Eastern District of California Case No.: 24-24147 Judge: Hon. Ronald H Sargis Debtor's Counsel: Stephen Reynolds, Esq. REYNOLDS LAW CORPORATION PO Box 73379 Davis CA 95617 Tel: 530-297-5030 E-mail: sreynolds@lr-law.net Total Assets: $7,527,277 Total Liabilities: $4,736,040 The petition was signed by Hooshang Fazeli as managing member. The Debtor listed Frayji Design Group, located at 1316 Blue Oaks Blvd, Roseville, CA, 95678 as its sole unsecured creditor holding a claim of $6,040. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P6KPLII/Rayani_Holdings_LLC__caebke-24-24147__0001.0.pdf?mcid=tGE4TAMA RE-TRON TECHNOLOGIES: Case Summary & 19 Unsecured Creditors ----------------------------------------------------------- Debtor: Re-Tron Technologies, Inc. 220 West Parkway, Unit 12 Pompton Plains, NJ 07444 Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-19193 Debtor's Counsel: Michael E. Holt, Esq. FORMAN HOLT 365 Passaic Street, Suite 400 Rochelle Park, NJ 07662 Tel: (201) 845-1000 Email: mholt@formanlaw.com Total Assets: $476,313 Total Liabilities: $2,319,994 The petition was signed by Andrew Latham as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AUMZ7LY/Re-Tron_Technologies_Inc__njbke-24-19193__0001.0.pdf?mcid=tGE4TAMA REBORN COFFEE: Posts $1.3 Million Net Loss in Fiscal Q2 ------------------------------------------------------- Reborn Coffee, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1,316,612 on $1,372,901 of revenues for the three months ended June 30, 2024, compared to a net loss of $1,293,642 million on $1,518,923 of revenues for the same period in 2023. The Company incurred a net loss of $2,307,156 and $2,257,806 during the six months ended June 30, 2024 and 2023, respectively, and has an accumulated deficit of $19,064,080 as of June 30, 2024. In addition, current liabilities exceed current assets by $2,054,312 as of June 30, 2024. Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. There are no assurances that the Company will be able to either: (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings, and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings, and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. As of June 30, 2024, the Company had $10,529,006 in total assets, $7,986,318 in total liabilities, and $2,542,688 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/v8pxrr35 About Reborn Coffee Brea, Calif.-based Reborn Coffee, Inc. (NASDAQ: REBN) is focused on serving high quality, specialty-roasted coffee at retail locations, kiosks, and cafes. Reborn is an innovative company that strives for constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing techniques. Reborn believes they differentiate themselves from other coffee roasters through innovative techniques, including sourcing, washing, roasting, and brewing their coffee beans with a balance of precision and craft. For more information, please visit www.reborncoffee.com. Going Concern The Company cautioned in its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. According to the Company, it had incurred a net comprehensive loss of $990,544 during the three months ended March 31, 2024, and has an accumulated deficit of $17,747,468 as of March 31, 2024. In addition, current liabilities exceed current assets by $2,234,463 as of March 31, 2024. RECEPTION MEZZANINE: Fitch Lowers LongTerm IDR to 'CCC' ------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Reception Mezzanine Holdings, LLC and Reception Purchaser, LLC (dba STG Logistics, Inc.) to 'CCC' from 'B-'. Fitch has also downgraded the senior secured revolver and term loan to 'CCC+'/'RR3' from 'B'/'RR3'. The downgrade reflects Fitch's expectation that weaker than expected cash flow in the second half of 2024, mainly due to depressed freight rates, will substantially deplete the company's cash-on-hand by year-end. However, some contingent liquidity options remain including additional sponsor support, asset sales or sale-leaseback transactions of certain assets, namely the ,000 owned intermodal containers. Fitch will monitor STG's progress in generating and preserving liquidity over the next few months. Management's ability to alleviate near-term liquidity risks and improve rates and revenue into 2025 could support positive rating momentum. Continued cash burn without additional liquidity or the pursuit of a distressed debt exchange, as defined in Fitch's "Corporate Rating Criteria," will lead to negative rating actions. Key Rating Drivers Reliance on Contingent Liquidity: STG's liquidity and financial flexibility are deteriorating more than Fitch previously expected, with continued high cash burn through the second half of 2024. Fitch believes STG will need support by year-end to alleviate liquidity risks. Its sponsor has a history of providing support, and incremental support remains possible. STG retains some additional liquidity options via asset sales or sale-leaseback transactions on its owned containers. The company has maintained its operational strategy, having not liquidated its container fleet, which Fitch believes suggests a level of ongoing support. Reliance on stronger market conditions and outside support to maintain minimum liquidity aligns more with 'CCC' than 'B' category credit characteristics. In May 2024, STG's sponsor provided $30 million in liquidity support through preferred stock. Forecasted Negative FCF: Operating performance in Q2 2024 was weaker than Fitch expected due to a further decline in intermodal rates, which are now largely contracted until year-end. Fitch forecasts a $30 million to $40 million cash flow burn per quarter in 2H24, which would substantially deplete STG's liquidity position of $77 million as of June 30, 2024. FCF generation could improve in 2025 with better rates, but Fitch views positive FCF as unlikely near-term. STG has a high degree of operating leverage, and a recovery in freight rates toward pre-pandemic levels could support positive FCF. Weaker Coverage and Leverage: Fitch forecasts EBITDA interest coverage of under 1.0x in 2024, before improving to 1.0x in FY2025, contingent on the realization of higher rates and lower forward SOFR expectations. Fitch projects EBITDA leverage will be above 10x in FY2024 and remain around 10x in 2025, depending on whether operating profits improve. These metrics are weak for the business model and more consistent with the 'CCC' category. In 2025 STG will also be subject to the resumption of its net leverage financial covenant, which is set at 7.0x at YE25. Fitch does not expect the company to be able to comply with the covenant without external support or modification. Freight Downturn Challenges Performance: The intermodal freight environment remained weak through mid-2024. A sequential decline in STG's freight rates significantly contributed to the weaker-than-expected performance in Q2 2024. STG finalizes most contracts in Q1 and Q2 of each year, so pricing for 2H24 is largely locked in. Fitch expects greater visibility into 2025 rates and revenue in late 2024 and early 2025 as contract terms unfold. Fitch expects a recovery in the freight cycle as truckload capacity exits and macroeconomic conditions remain stable. However, the timing and degree of a near-term upcycle are uncertain. Fitch believes STG's intermodal pricing remains below the pre-Covid historical trend. Longer-term fundamentals such as truck-to-rail conversions, improving rail service and potential for an increasingly sustainability focused-shipper base still indicate growing long-term demand. Business Model Considerations: Fitch believes STG's business model aligns more with 'B' category considerations or better. The company occupies a top-four market position as an intermodal and drayage service provider with coverage at 8 of 10 major US ports and numerous inland distribution locations. Its position is supported by its end-to-end solutions for shippers that span first- to last-mile solutions, network of third-party transport and established relationships. The intermodal industry is highly cyclical due to its exposure to consumer and industrial markets and susceptibility to supply and demand imbalances within intermodal and truckload markets. Fitch believes the industry has limited pricing power given its reliance on third party transporters and the availability of substitute trucking options. Derivation Summary STG competes in the fragmented transportation and logistics market with a number of public large-scale peers such as J.B. Hunt, Hub Group, Forward Air (B/Stable) and CH Robinson. However, many of these peers offer a variety of services beyond intermodal shipments or rail brokerage. STG's 'CCC' rating reflects the deterioration in financial flexibility and heightened liquidity risk as a result of a cyclically weak point in the operating environment that is driving sustained negative FCF and depleting liquidity. Key Assumptions - Revenues decline by a mid-single digit rate in 2024 with volume growth outweighed by lower rates; - Fitch calculated EBITDA of around $15 million in 2024; - SOFR follows the forward curve, stepping down to around 3.5% in 2025 from 5% in 2024; - STG incrementally improves liquidity by year-end 2024 via sponsor injection or asset transaction. Recovery Analysis The recovery analysis assumes that STG would be reorganized as a going concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch estimates STG's GC EBITDA at $135 million. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. This estimate reflects an extended downturn in the freight cycle and competitive pricing pressures leading to multi-year cash flow pressures. It also reflects corrective measures taken in the reorganization to offset the adverse conditions such as cost cutting, contract repricing and prospective industry recovery. Fitch assumes STG would receive a GC recovery multiple of 4.0x in this scenario. This multiple is applied to the GC EBITDA to calculate a post-reorganization enterprise value (EV). Ultimately STG's 4.0x multiple is driven by the company's size and scale and by comparable EVs among logistics providers. It also considers the valuation of the XPO intermodal acquisition completed in March 2022. Fitch's recovery scenario assumes STG's $60 million revolver is fully drawn. These assumptions generate a 'CCC+' rating and an 'RR3' Recovery Rating for the senior secured debt. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated improvement in the liquidity profile, without triggering a distressed debt exchange (as defined in Fitch's "Corporate Rating Criteria"); and - Stronger freight rates that support improvements in STG's earnings and cash flow profile, reducing liquidity and refinancing risk. Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - STG pursues a transaction that qualifies as a distressed debt exchange; - Continued depletion of liquidity that heightens default risks. Liquidity and Debt Structure Declining Liquidity: As of June 30, 2024, STG had $77 million of cash and no remaining availability under it $60 million revolving credit facility. In 2Q24, STG received the $30 million in liquidity from its sponsor to bolster liquidity. The revolver matures first in March 2027, followed by the term loan in 2028. Lease Treatment: Fitch capitalizes operating lease costs at 8.0x, consistent with its treatment for real estate assets under lease. For finance leases, Fitch utilizes the reported liability since these leases are predominately for intermodal containers, which have discounted purchase options at the end of their 4-5 year lease terms. Issuer Profile STG is a provider of integrated, port-to-door containerized logistic services including drayage, transloading, warehousing, fulfilment, rail brokerage and final-mile solutions. It serves the continental U.S. including major ports. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Reception Mezzanine Holdings, LLC LT IDR CCC Downgrade B- Reception Purchaser, LLC LT IDR CCC Downgrade B- senior secured LT CCC+ Downgrade RR3 B RED BAY COFFEE: Mark Sharf Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for Red Bay Coffee Company, Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About Red Bay Coffee Company Red Bay Coffee Company, Inc. is a wholesale specialty coffee roasting company based in Oakland, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-41317) on August 29, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Keba A. Konte, chief executive officer, signed the petition. Judge William J. Lafferty presides over the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the Debtor as bankruptcy counsel. RED BAY COFFEE: Seeks to Hire Belvedere Legal as Counsel -------------------------------------------------------- Red Bay Coffee Company, Inc. f/k/a Red Bay Coffee Company LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Belvedere Legal as counsel. The firm will provide these services: a. advise and represent the Debtor to all matters and proceedings within this Chapter 11 case, other than those particular areas that may be assigned to special counsel; b. assist, advise and represent the Debtor in any manner relevant to a review of its debts, obligations, maximization of its assets and where appropriate, disposition thereof; c. assist, advise and represent the Debtor in the operation, reorganization, and/or liquidation of its business, if appropriate; d. assist, advise and represent the Debtor in the performance of all of its duties and powers under the Bankruptcy Code and Bankruptcy Rules, and in the performance of such other services as are in the interests of the estate; and e. assist, advise and represent the Debtor in dealing with its creditors and other constituencies, analyzing the claims in this case and formulating and seeking approval of a Plan of Reorganization. The firm will be paid at the rate of $695 per hour. Belvedere Legal was paid a total pre-petition retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew D. Metzger, Esq. a partner at Belvedere Legal, 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 D. Metzger, Esq. Belvedere Legal, PC 1777 Borel Place, Ste 314 San Mateo, CA 94402 Tel: (415) 513-5980 Fax: (415) 513-5985 Email: mmetzger@belvederelegal.com About Red Bay Coffee Company Business Description: The Debtor is a wholesale specialty coffee roasting company based in Oakland, California. Red Bay Coffee Company, Inc. in Oakland, CA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 24-41317) on Aug. 29, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Keba A. Konte as chief executive officer, signed the petition. Judge William J Lafferty oversees the case. BELVEDERE LEGAL, PC serve as the Debtor's legal counsel. ROYAL CARIBBEAN: S&P Rates New $1BB Senior Unsecured Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Royal Caribbean Cruises Ltd.'s proposed $1 billion senior unsecured notes due 2031. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery for noteholders in the event of a payment default. The company intends to use the proceeds from these notes to redeem all of its outstanding $700 million 7.25% guaranteed unsecured notes due 2030 and repay its outstanding $232 million principal amount of the Silver Dawn finance lease due 2036. S&P said, "The transaction is debt for debt and does not affect our 'BB+' issuer credit rating or stable outlook on Royal. We expect the transaction will reduce interest expense and improve cash flow because we assume the interest rate on the new notes will be lower than the interest rate on the notes it is repaying given Royal's improved credit quality since it issued the guaranteed notes in February 2023." Royal's refinancing transactions in August and this proposed transaction eliminate the remaining secured and guaranteed debt in Royal's capital structure. As a result, the guarantees under the specified facilities (principally its revolving credit facilities) and export credit agency (ECA) facilities (ship debt) that Royal provided early in the COVID-19 pandemic will be released. Therefore, the company's capital structure will be fully unsecured and unguaranteed. Our assumed net enterprise value for Royal is now shared on a pro rata basis across all the debt instruments in the capital structure and the previously guaranteed debt instruments do not have any priority claim against any portion of the value. This improves recovery prospects for unsecured and unguaranteed debt. S&P said, "In addition, Royal also redeemed $827 million of convertible notes in August 2024, reducing our assumed debt balances at default and further supporting improved recovery. As a result, we revised our recovery rating on the company's existing unsecured and unguaranteed debt to '3' (50%-70%) from '4' (30%-50%)." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P assigned its 'BB+' issue-level rating and '3' recovery rating to Royal's proposed $1 billion senior unsecured notes. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for noteholders in the event of a payment default. -- S&P revised its recovery rating on Royal's existing unsecured and unguaranteed debt to '3' from '4' and affirmed its 'BB+' issue-level rating. The improved recovery prospects for these lenders reflect the release of guarantees pro forma for this financing transaction, the repayment of its secured notes in August 2024, and the repayment of $827 million of convertible notes in August 2024. -- S&P said, "Despite lower recovery prospects for Royal's revolving credit facilities following the release of the guarantees, we affirmed our 'BB+' issue-level rating on Royal's revolving credit facilities. The recovery rating on this debt remains '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery. Under our previous analysis, those guarantees fully covered the estimated revolvers and other specified claims at default but we cap our recovery ratings on the unsecured debt issued by companies we rate in the 'BB' category at '3'." -- S&P said, "We are now using an enterprise valuation (EV) approach for the company as opposed to a combination of EV for Royal and a discrete asset valuation (DAV) for its Silversea subsidiary. Royal plans to repay the Silver Dawn financing as part of the proposed transaction, one of the remaining Silversea ship financings. While the Silver Moon debt remains outstanding, the balance of $137.5 million following an $88 million repayment in the second quarter matures by July 2028, inside of our default year. Therefore, in our assumed default scenario, there is no remaining debt at the Silversea subsidiary and the value from that entity would be available to cover Royal's debt claims and is included in our Royal EV." Simulated default assumptions: -- S&P's simulated default scenario considers a default occurring in 2029 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, or increased competitive pressures that cause a significant reduction in demand for cruising. -- S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 7x multiple to value the company. This multiple is at the high end of its range for leisure companies and reflects Royal's good position as the second-largest global cruise operator, which S&P views as a small but underpenetrated part of the overall travel and vacation industry, and its high-quality brands. -- S&P includes in the unsecured claims new ship debt that it expects it to incur before the default year. -- S&P assumes Royal's revolvers are 85% drawn at default. Simplified waterfall: -- Emergence EBITDA: $2.47 billion -- EBITDA multiple: 7x -- Gross enterprise value: $17.3 billion -- Net enterprise value after administrative expenses (5%): $16.4 billion -- Estimated senior unsecured claims at default: $25.1 billion --Recovery expectations: 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. S&S HOLDINGS: Moody's Rates New Sr. Secured Notes Due 2031 'B2' --------------------------------------------------------------- Moody's Ratings assigned a B2 rating to S&S Holdings, LLC's (S&S) proposed senior secured notes due 2031. S&S' existing ratings are unchanged, including its B2 corporate family rating, B2-PD probability of default rating, B2 ratings on the senior secured first lien term loans and Caa1 rating on the senior secured second lien term loan. The outlook is negative. Proceeds from the new $500 million senior secured notes, along with a $675 million incremental senior secured first lien term loan due 2031 and $125 million of new common equity, will be used to finance the acquisition of alphabroder for $1.23 billion, and pay $70 million of fees and expenses. The notes will be pari passu with the senior secured first lien term loans. RATINGS RATIONALE S&S' B2 CFR is constrained by its high leverage and financial strategies that have supported debt-financed acquisitions. In addition, the acquisition carries integration risk due to its size and strategic nature. Despite S&S' strength in the less volatile consumer space, the company is also subject to changing demand trends. In 2023 revenues and earnings declined, reflecting a broad market downturn and the normalization of COVID-related trends that temporarily benefitted distributors. In the first half of 2024 volumes started to recover but price pressures led to a modest EBITDA decline. The company's operations in the niche and competitive blank apparel distribution sector and high supplier concentration with its top vendor also constrain the credit profile. Supporting S&S' credit profile is the company's scale with roughly $4 billion in pro-forma revenue and a leading position in the US imprintable apparel distribution market following the transaction. The acquisition will also increase S&S' presence in the corporate channel and broaden its product portfolio, including private label brands. S&S plans to leverage its technology and automation capabilities to increase the efficiency, service levels and growth of the combined business, and realize $80 million net synergies from elimination of redundant corporate infrastructure over two years. In addition, S&S has low customer concentration and a broad geographic footprint in North America that allows its product to reach customers within one to two business days. The company has executed well on its growth plans following the 2021 leveraged buyout (LBO) and has made significant investments in key staff, salesforce, warehouse capacity, technology and automation that position it well for market share gains. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if the company successfully integrates the alphabroder acquisition and achieves its growth and synergy targets. An upgrade would also require financial strategies that support solid credit metrics and good liquidity. Quantitatively, the rating could be upgraded if the company maintains debt/EBITDA below 4.5x and EBITA/interest expense above 2.75x. The rating could be downgraded if S&S' liquidity, operating performance or vendor relationships deteriorate or if its integration of alphabroder does not generate the expected earnings growth and synergy realization. Quantitatively, the rating could be downgraded if debt/EBITDA does not decline below 6x or EBITA/interest expense does not improve to 1.75x. Headquartered in Bolingbrook, Illinois, S&S is a specialty distributor of imprintable apparel, including t-shirts, fleece, athletic wear, outerwear, headwear, wovens and accessories. Pro-forma for the alphabroder acquisition, revenue for the twelve months ending June 30, 2024 was approximately $4 billion. The company has been majority owned by affiliates of Clayton, Dubilier & Rice since 2021. The principal methodology used in this rating was Distribution and Supply Chain Services published in February 2023. SCILEX HOLDING: Holds 39.9% Ordinary Shares of Denali Capital ------------------------------------------------------------- Scilex Holding Company disclosed in Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of August 30, 2024, it beneficially owned 500,000 Class B Ordinary Shares, par value $0.0001 per share, of Denali Capital Acquisition Corp. held directly by Scilex, which will automatically convert into Class A Ordinary Shares, par value $0.0001 per share, of Denali Capital concurrently with or immediately following the consummation of the Denali Capital initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. The shares owned represent 39.9% of the shares outstanding which is calculated based on the sum of: (i) 751,837 Class A Ordinary Shares outstanding as of August 19, 2024, as reported in the Denali Capital Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 19, 2024; (ii) the 500,000 Class A Ordinary Shares issuable to the Scilex upon conversion of the 500,000 Class B Ordinary Shares held directly by Scilex, which Class A Ordinary Shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. A full-text copy of the Scilex Holding's SEC Report is available at: https://tinyurl.com/bdfbjd4f About Scilex Holding Headquartered in Palo Alto, Calif., Scilex Holding Company is focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex's commercial products include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has negative working capital, has suffered losses from operations, has recurring negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Scilex incurred net losses of $114.3 million, $23.4 million, and $88.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of June 30, 2024, Scilex had $104.5 million in total assets, $319.2 million in total liabilities, and $214.7 million in total stockholders' deficit. SEAWIND LLC: Case Summary & Unsecured Creditors ----------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Seawind, LLC 24-12152 2710 Silverside Road Wilmington DE 19810 Seawind Development Corp. 24-12153 2710 Silverside Road Wilmington DE 19810 Business Description: The Debtors are engaged in the manufacturing of aerospace product and parts. Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court District of Delaware Judge: Hon. J Kate Stickles Debtors' 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 Seawind, LLC's Estimated Assets: $0 to $50,000 Seawind, LLC's Estimated Liabilities: $1 million to $10 million Seawind Development Corp.'s Estimated Assets: $500,000 to $1 million Seawind Development Corp.'s Estimated Liabilities: $500,000 to $1 million The petitions were signed by Estate of Richard Silva by Terry Silva, managing member. Full-text copies of the petitions containing, among other items, lists of the Debtors' unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YLVULWI/Seawind_LLC__debke-24-12152__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VPRLI4Y/Seawind_Development_Corp__debke-24-12153__0001.0.pdf?mcid=tGE4TAMA SIYATA MOBILE: Achieves Bureau of Indian Standards Certification ---------------------------------------------------------------- Siyata Mobile Inc. announced Sept. 12 that its SD7 handset battery and power supply are now certified by the Bureau of Indian Standards ("BIS"). Governments and enterprises in India can procure the Company's SD7 handsets through the Company's in-country reseller, Consort Digital, to improve communications with BIS-approved devices. Marc Seelenfreund, CEO of Siyata, stated, "BIS is the national standards body responsible for setting parameters that ensure the quality, safety and reliability of products entering the Indian market. Earning this certification affirms the excellence of our Siyata products and our commitment to the massive Indian market. Our SD7 handset, integrated with Consort Digital's MCX ONE Solution, is a state-of-the-art MCX (Mission Critical 'X') solution for first responders and enterprise customers. With BIS certification, users can be assured the SD7 handset meets the highest level of in-country standards." Sanjay Jain, managing director of Consort Digital, commented, "At Consort Digital, we are focused on serving governments, large corporations and public safety agencies with communication solutions that incorporate devices that offer mobility, efficiency and reliability. The SD7 handset measures up to those standards, and with BIS certification, a broader range of sales opportunities has opened up in the immense Indian market." 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, 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. SL GREEN: S&P Lowers ICR to 'BB' on Sustained Elevated Leverage --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on SL Green Realty Corp. to 'BB' from 'BB+'. At the same time, S&P affirmed its issue-level rating on the company's unsecured debt at 'BB+'. The revised S&P's recovery rating on the debt to a '2' from a '3'. We also lowered its issue-level rating on the company's preferred stock to 'B' from 'B+'. S&P said, "The negative outlook reflects our expectation that SL Green's upcoming maturities could pressure liquidity if they aren't refinanced in a proactive manner. We expect operating performance will remain sound amid pressured office fundamentals, and the company will gradually execute on its deleveraging plans largely through asset sales. We anticipate relatively flat to slightly improving occupancy over the next two years, with same-store cash NOI increasing in the low-single-digit percentage area. We project S&P Global Ratings-adjusted debt to EBITDA to decline to the low-12x area by year-end 2024, with further improvement to the mid to high-11x area in 2025." SL Green's key credit metrics remain under pressure amid sustained elevated interest rates and weakened office fundamentals. As of June 30, 2024, SL Green's S&P Global Ratings-adjusted debt to EBITDA was 13.5x, compared with 12.4x one year prior, while adjusted fixed-charge coverage (FCC) declined to 1.5x from 1.7x over the same time frame. SL Green has operated with leverage beyond S&P's downside trigger for several consecutive quarters as interest rates have remained higher for longer and EBITDA has experienced pressure from weakened office fundamentals. S&P said, "We forecast adjusted debt to EBITDA to decline to the low-12x area in 2024, with further improvement to the mid to high-11x area in 2025, assuming the company can complete additional asset sales and operating performance remains healthy. While SL Green has successfully sold assets over the past several years, the transaction market for office assets remains somewhat challenging, so the timing around deleveraging could be delayed. "We expect SL Green's Manhattan-focused, high-quality portfolio to hold up better than most peers. Despite sustained pressure from remote working and weakened office fundamentals, SL Green's office portfolio has performed well compared to peers. During the second quarter of 2024, SL Green signed 38 office leases totaling 420,513 square feet, with 15.5% re-leasing spreads. As a result, as of June 30, 2024, the company's Manhattan same-store office portfolio leased rate improved to 89.6%, compared to 89.2% the previous quarter. "We believe the company's occupancy will improve only modestly over the next two years, supported by its high-quality properties and a manageable, consolidated Manhattan portfolio lease expiration schedule (office and retail), with 5.1% expiring in 2024, 9.4% in 2025, and 10.4% in 2026. For the six months ended June 30, 2024, the company's same-store cash net operating income (NOI), excluding lease termination income, decreased 1.3% compared to one year prior. However, we expect office headwinds will persist, with lower tenant retention (relative to pre-pandemic levels) and weak office utilization, which could pressure SL Green's occupancy and rental rates." Refinancing efforts have been successful to date but large upcoming maturities pose some risk. SL Green's debt maturity schedule largely consists of nonrecourse secured debt, and the company has been successful at refinancing its debt when it matures. That said, excluding extension options, the company's weighted average maturity of debt has declined below three years, and S&P applies a negative capital structure modifier score to account for the near-term maturity schedule. Material recourse debt maturities don't mature until 2027 but could heighten liquidity concerns if they aren't addressed in a proactive and timely manner. S&P also applied a positive comparable rating analysis score as it believes the company compares more in-line with 'BB' rated REIT peers. S&P said, "The negative outlook reflects our expectation that SL Green's upcoming maturities could pressure liquidity if they aren't refinanced in a proactive manner. We expect operating performance will remain sound amid pressured office fundamentals, and the company will gradually execute on its deleveraging plans largely through asset sales. We anticipate relatively flat to slightly improving occupancy over the next two years, with same-store cash NOI increasing in the low-single-digit percentage area. We project S&P Global Ratings-adjusted debt to EBITDA to decline to the low-12x area by year-end 2024, with further improvement to the mid to high-11x area in 2025." S&P could lower its ratings by one notch if: -- The company is unable to successfully refinance its upcoming debt maturities well in advance of maturity, heightening liquidity concerns. -- Operating performance deteriorates well beyond S&P's current projections, with occupancy declining to the low-80% area, coupled with pressure on same-property cash NOI; or -- Adjusted debt to EBITDA fails to decline below 12x or FCC declines below 1.5x over the next 12 months. S&P could stabilize its ratings if: -- SL Green successfully refinances its upcoming maturities in a timely manner, easing liquidity concerns; -- SL Green adopts a more conservative financial policy and strengthens its credit protection measures such that adjusted debt to EBITDA is sustained below 10.5x, with FCC sustained above 1.9x; and -- Operating performance is sustained near current levels, with occupancy maintained near 90% and flat to slightly positive same-store cash NOI. SOLUNA HOLDINGS: Secures New $25 Million Growth Capital Line ------------------------------------------------------------ Soluna Holdings, Inc. announced that it has entered into a $25 million Standby Equity Purchase Agreement with a fund managed by Yorkville Advisors Global L.P. The financing will enable Soluna to: * Fund critical Soluna Cloud AI operations and data center development activities. * Deploy additional capital into projects to significantly improve equity cash flows. * Retire its existing Convertible Notes. * Strengthen its balance sheet. "The convergence of renewable energy and computing is real. The energy demands of all forms of computing, including AI, are on the rise. With this financing, and simplification of our capital structure, we are now well-positioned to bring our winning formula to bear on the new opportunities ahead. By deploying this fresh capital to fuel business development in AI Hosting and Cloud and to accretive data center projects we can begin to scale the Soluna story" said John Belizaire, CEO of Soluna. This new capital and simplification of the capital structure will enable Soluna to advance its AI data center designs, prepare for the build-out of a 2 MW AI data center adjacent to its flagship Project Dorothy, accelerate the development of the 166 MW Project Kati – which includes AI – and complete the acquisition of new sites for up to 20 MW of additional AI data center development. The secured Convertible Notes will be replaced with more flexible unsecured financing. Deal Structure and Strategic Impact The Yorkville SEPA offers flexible terms designed to support Soluna's growth objectives: * Two Initial tranches – The initial $10.0 million Advance will net $9.3 million to Soluna and will be provided in two tranches, 70% at closing following receipt of third party consents and satisfaction of customary closing conditions and 30% upon the effectiveness of an S-1 registration to be filed and obtaining necessary shareholder approvals via a shareholder meeting to be scheduled. * Unsecured and flexible – The financing is unsecured, with a one-year term and 0% interest, free from warrants or other complex financial instruments. * Managed conversion – The agreement includes caps and floors on monthly conversions, subject to meeting certain conditions, that offer predictability in managing equity. * Additional drawdowns – Further access to the remaining $15 million SEPA is possible as the initial advance is repaid and thereafter, providing continued financial flexibility. "This financing's lack of warrants and other variable features will help us achieve our goal to simplify our capital structure while delivering much-needed growth capital," continued Belizaire, "both of which return great value to Soluna and our shareholders." Northland Capital Markets acted as the sole placement agent, with the 2nd Pre-Paid Advance contingent on S-1 registration and shareholder approval. About Soluna Holdings Headquartered in Albany, New York, Soluna designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can co-locate with wind, solar, or hydroelectric power plants and support compute-intensive applications including Bitcoin Mining, Generative AI, and Scientific Computing. This pioneering approach to data centers helps energize a greener grid while delivering cost-effective and sustainable computing solutions. As of June 30, 2024, Soluna Holdings had $98.68 million in total assets, $48.74 million in total liabilities, and $49.93 million in total equity. Going Concern The Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others, indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance of the Company's condensed financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. SSM INDUSTRIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: SSM Industries, Inc. 211 Ellis Street Spring City, TN 37381 Chapter 11 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Eastern District of Tennessee Case No.: 24-31617 Judge: Hon. Suzanne H Bauknight Debtor's Counsel: Maurice K. Guinn, Esq. GENTRY, TIPTON AND MCLEMORE, PC P.O. Box 1990 Knoxville, TN 37901 Tel: (865) 525-5300 Email: mkg@tennlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Scott Neill Hilleary as president and CEO. 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/BEH4SSA/SSM_Industries_Inc__tnebke-24-31617__0001.0.pdf?mcid=tGE4TAMA STANDARD BUILDING: Moody's Alters Outlook on 'Ba3' CFR to Positive ------------------------------------------------------------------ Moody's Ratings affirmed Standard Building Solutions Inc.'s Ba3 corporate family rating and Ba3-PD Probability of Default Rating. Moody's also affirmed the Baa3 rating on Standard Building's senior secured term loan and B1 ratings on its senior unsecured notes. Moody's also changed the outlook to positive from stable. The change in outlook to positive reflects Moody's expectation that Standard Building will continue to perform well, generating healthy operating margin and modestly improving debt leverage. The company will also benefit from inelastic demand for roofing products. The ability to generate cash flow further supports the positive outlook. "Moody's expect Standard Building to maintain its healthy operating performance, improving its debt leverage and generating cash flow," according to Peter Doyle, a Moody's Ratings VP-Senior Analyst. "A conservative financial policy towards dividends and acquisitions could support further upward rating momentum," added Doyle. RATINGS RATIONALE Standard Building's Ba3 CFR reflects Moody's expectation of strong operating performance, with adjusted EBITDA margin remaining in the range of 19% - 20% through 2025. The company is a global leader in manufacturing roofing products, with a strong market share for roofing products in both North America and Europe. Very good liquidity supported by cash flow and an unutilized revolving credit facility supports Standard Building's credit profile. High debt leverage, with adjusted debt-to-EBITDA of about 4.4x at year-end 2025, is the greatest credit challenge. Further, intense competition with moderating end markets makes it difficult to achieve large price increases and expand market share. Moody's project Standard Building will have very good liquidity over the next eighteen months, generating cash flow (prior to discretionary dividends) through 2025. Cash on hand is a source of additional liquidity and more than sufficient to meet working capital needs due to seasonal demands. Standard Building has full access to its $850 million asset based revolving credit facility. The Baa3 rating on Standard Building's senior secured term loan, three notches above the corporate family rating, results from its priority claim relative to the company's considerable amount of unsecured debt. The term loan has a first lien on substantially all noncurrent domestic assets and a second lien on assets securing the company's revolving credit facility (ABL priority collateral). The B1 ratings on the company's senior unsecured notes, one notch below the corporate family rating, results from their subordination to Standard Building's secured debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could occur if end markets remain supportive of organic growth such that adjusted debt-to-EBITDA continues trending towards 4.25x. Preservation of very good liquidity and conservative financial policies would support upward ratings movement. A ratings downgrade could occur if adjusted debt-to-EBITDA increases towards 5.25x or adjusted EBITDA margin is trending below 18%. Negative ratings pressure may also transpire if the company experiences weakening of liquidity or adopts aggressive shareholder return initiatives or acquisitions. Standard Building, headquartered in Parsippany, New Jersey, is the leading manufacturer and marketer of roofing and related products with operations primarily in North America and Europe. Trusts for the benefit of the heirs of Ronnie F. Heyman, co-founder of Standard Building, are the owners of Standard Building. Standard Building's revenue for the twelve months ending June 30, 2024, was $8.7 billion. The principal methodology used in these ratings was Manufacturing published in September 2021. STANLEY OIL: Case Summary & Five Unsecured Creditors ---------------------------------------------------- Debtor: Stanley Oil & Lubricants Inc 8 Legends Circle Melville, NY 11747 Business Description: The Debtor is a merchant wholesaler of petroleum and petroleum products. Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-73597 Judge: Hon. Louis A Scarcella Debtor's Counsel: Ronald D. Weiss, Esq. RONALD D. WEISS, P.C. 445 Broadhollow Road Suite CL-10 Melville, NY 11747 Tel: (631) 271-3737 Fax: (631) 271-3784 Email: weiss@ny-bankruptcy.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Syed Hasnain as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6ADONJQ/Stanley_Oil__Lubricants_Inc__nyebke-24-73597__0001.0.pdf?mcid=tGE4TAMA STG LOGISTICS: $750MM Bank Debt Trades at 53% Discount ------------------------------------------------------ Participations in a syndicated loan under which STG Logistics Inc is a borrower were trading in the secondary market around 47.4 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 million Term loan facility is scheduled to mature on March 24, 2028. About $733.1 million of the loan is withdrawn and outstanding. STG Logistics, Inc., also known as St. George Logistics, is a logistics company with a corporate office in North Bergen, New Jersey. STRIVE CONCRETE: Hires Herrin Law PLLC as Counsel ------------------------------------------------- Strive Concrete Solutions LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Herrin Law, PLLC as counsel. The firm's services include: a. providing legal advice with respect to his powers and duties as debtor-in-possession; b. preparing 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 Debtor before the Court; and e. performing all other legal services for the Debtor which may be necessary and proper in these proceedings. The firm will be paid at these rates: Manolo Raphael Santiago, Esq. $400 per hour C. Daniel C. Herrin, Esq. $400 per hour Attorneys $300 per hour Paralegals $125 to 190 per hour Prior to the filing of this case, the Debtor paid the firm the amount of $10,000 as retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Manolo Raphael Santiago, Esq. a Managing Partner at Herrin 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: C. Daniel Herrin, Esq. Herrin Law, PLLC 12001 N. Central Expy, Suite 920 Dallas, TX 75243 Tel: (469) 607-8551 Fax: (214) 722-0271 About Strive Concrete Solutions LLC Strive Concrete Solutions LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex., Case No. 24-41926) on Aug. 19, 2024. The Debtor hires Herrin Law, PLLC as counsel. SYNECHRON HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to IT services provider Synechron Holdings Inc. and its 'B+' issue-level rating and '3' recovery rating to the proposed first-lien term loan. The stable outlook reflects S&P's expectation for Synechron, over the next 12 months, to generate total revenue growth (inclusive of inorganic contributions) in the low-single-digit percent area, maintain S&P Global Ratings-adjusted EBITDA margins in the mid-teens percent area, and generate free cash flow of at least $20 million. Synechron's expertise in the digital services market for financial services clients is a key driver of its growth, but its scale and revenue concentration weigh on its view of its business. S&P considers Synechron a modest-sized provider of digital transformation technology services, which benefit from a total addressable market of more than $50 billion and are rapidly growing under secular trends such as digital transformation. Still, fragmented market shares, low barriers to entry, and limited bargaining power for providers create highly competitive industry conditions. Synechron competes against companies that possess greater scale, labor-cost advantages, broader service offerings, or greater financial resources. These include large providers such as Accenture and Deloitte; offshore providers like Infosys and Cognizant; specialty IT consulting providers like EPAM Systems, Globant, and Thoughtworks; niche solution providers; and in-house IT departments. Despite not having a large sales force, we believe Synechron leverages its expertise in digital technologies and its vertical-specific knowledge in financial services, including banking, insurance, and payments companies. Synechron also leverages its financial innovation labs (FinLabs) as a differentiator against other IT services companies to compete effectively. Synechron's revenue is highly concentrated in the financial services sector, mainly in North America. S&P said, "It is also heavily reliant on its top 10 customers, who account for more than 60% of its revenue, compared to other issuers we rate. While this level of concentration is a risk and a constraint to our business risk assessment, we recognize these relationships are also long-standing, based on an average tenure of over 13 years. We also believe a meaningful proportion of this revenue is tied to projects related to modernization and maintenance of existing systems and regulatory-driven initiatives like software implementations and operational efficiency improvements, which are more recurring and mission critical in nature." S&P said, "Synechron has a good track record of winning repeat business, which we believe not only underscores good customer relationships and its value proposition but provides the company opportunities to expand wallet share. We also see incremental benefits to these customer relationships from its efforts to bolster nearshore delivery centers in Montreal for U.S. clients and Serbia, Bulgaria, and Belfast for clients in Europe and the Middle East; this will enhance real-time service capabilities and offer flexibility to clients. However, we still expect most of its workforce to reside in India, where the company can provide clients with the lowest delivery costs." The company is not immune to challenges facing the industry IT spending is cyclical, and Synechron's lack of long-term service contracts makes it susceptible to demand variability. Synechron's recent performance metrics reflect the challenging IT spending environment, notably from budgetary constraints, which have elongated sales cycles and led to tight cost controls on discretionary services and vendor consolidation. The company's organic revenue dipped negative in the first quarter of fiscal 2025 (ended June 2024), and S&P expects it will remain negative for the duration of this calendar year (2024). Also, despite 6% organic revenue growth for fiscal 2024, the company's EBITDA margin declined about 200 basis points that year (excluding the expense from the company's one-time stock appreciation rights settlement in fiscal 2023). The decline was the result of an increase in labor rates, partially an effect from inflationary pressures worldwide. While labor rate pressure has eased this year, S&P still forecasts EBITDA margins will remain below the levels the company operated at during fiscal 2022 due to lower utilization rates in the current subdued demand environment. S&P said, "Synechron has modest funded debt, but other obligations and tax impacts from where it is domiciled factor into our financial risk assessment. Given our expectation that S&P Global Ratings-adjusted debt will include the proposed $500 million term loan, lease liabilities that we treat as debt-like obligations, earn-out obligations, pension underfunding, and puttable common stock, we forecast Synechron's S&P Global Ratings-adjusted leverage will be in the low-4x range as of the close of the transaction. Apart from its leverage, our ratings also consider the fact that the company is a high cash taxpayer compared to its peers due its domicile in the British Virgin Islands (which do not let the company benefit from the tax deductibility of interest expense). "We expect corporate governance and financial policies to remain fairly conservative, supporting its aspirations of becoming a public company. We believe that Syncheon's founder, Chief Executive Officer (CEO), and majority shareholder has been integral to the company's success. While his controlling ownership allows for self-dealing, the company's track record around acquisitions and dividends, as well as its aspirations of becoming a public company, suggest that the risk to creditors is benign. For instance, we view the company's financial reporting and disclosures as being public-quality, including its board of directors which includes 7 independent members. In our base case, we do not anticipate meaningful future debt raises because we believe the company will fund acquisitions with cash on hand and free cash flow. We also do not expect the company to pursue any additional debt-funded dividends. "The stable outlook reflects our expectation for Synechron, over the next 12 months, to maintain S&P Global Ratings-adjusted EBITDA margins in the mid-teens percent range as organic revenue declines around 4%. We expect the company to generate at least $20 million of free operating cash flow (FOCF) over the next year." TALEN ENERGY: S&P Upgrades ICR to 'BB-' on Improving Leverage ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating (ICR) on Talen Energy Supply LLC (Talen) by one notch to 'BB-' from 'B+'. S&P also raised its issue-level rating on the company's senior secured debt (revolving credit facility [RCF], term loan B [TLB], secured notes, and term loan C [TLC]) to 'BB+' from 'BB'. The recovery rating on the senior secured debt is unchanged at '1'. The 'BB-' issue-level ratings on the Pennsylvania Economic Development Financing Authority (PEDFA) series of bonds (2009B and 2009C) are unchanged; S&P revised its recovery rating on the debt to '3' from '2' given the bonds' unsecured nature. S&P said, "The stable outlook reflects our expectation for strong gross margins and EBITDA, largely due to the currently supportive energy and capacity price environment. We expect S&P Global Ratings' adjusted debt to EBITDA in the 3.50x area in 2024, improving to 2.75x-3.00x in 2025 and 2026. "The recent PJM capacity price auction has materially improved Talen's financial prospects over our forecast period. The PJM capacity auction held on July 30, 2024, for delivery years 2025-2026 resulted in prices increasing to $269.92 per megawatt day (/MW-day) from $49.49/MW-day (for Mid Atlantic Area Council). While the magnitude of the price increase is somewhat surprising, it was not unexpected directionally, since the supply and demand gap had increased due to the lack of sizable recent investments (particularly baseload), retiring dispatchable capacity, and notably higher demand growth projections from AI infrastructure buildout, electrification, and onshoring. "While the capacity price momentum remains strong due to its fundamental nature, we also believe that prices will eventually mean-revert in the long run, although at a relatively higher level than we previously expected. In our view, it's likely that the 2026-2027 auction price will continue to clear at the current levels (and potentially higher than our assumptions). For the 2026-2027 capacity auction that will be held in December 2024, we project a systemwide price of at least $200/MW-day." Talen's fleet cleared 6.8 gigawatts of capacity at almost $270/MW-day for the 2025-2026 period, compared with $50/MW-day in the previous planning year. This equates to almost $670 million in capacity revenues for the 2025-2026 planning year, which implies $285 million more in capacity revenues in fiscal 2025 compared with 2024. In addition, Talen continued its strong performance in its seasonally important quarter (ended June 30, 2024) amid high demand, leveraging its dispatchable generation capabilities, and raising its full-year 2024 guidance. S&P said, "Given these developments, we raised our earnings forecast for Talen by about 30%, and we now project EBITDA of $725 million-$1 billion in 2024-2026. Notably, our forecast doesn't include any potential upside from the Reliability Must Run (RMR) agreement for the company's Brandon Shore (1.3 GW) and Wagner (848 MW) plants that is currently under negotiation with the PJM. Both facilities are slated for retirement on June 1, 2025. We understand that Talen has requested an RMR price of $378/MW-day for Brandon Shores and $157/MW-day for Wagner (although the finalized price might be different) in its negotiations, compared with the Baltimore Gas & Electric zone's clearing price of $466/MW-day (which was also at the zonal price cap). PJM has also highlighted that the plants are necessary reliability solutions for their load zones, until at least 2028, which is when PJM expects transmission upgrades will have been completed. "The stable outlook reflects our expectation of strong gross margins and EBITDA largely due to the currently supportive energy and capacity price environment. We expect S&P Global Ratings-adjusted debt to EBITDA in the 3.50x area in 2024, improving to 2.75x-3.00x in 2025 and 2026." S&P could lower its ratings on Talen if S&P Global Ratings-adjusted debt to EBITDA increases and remains above 4.0x, or free cash flow to debt declines below 10%, on a sustained basis. This could be as a result of: -- Sizable debt-funded shareholder dividends, or share buybacks; -- A material decrease in power prices, capacity prices, or energy spreads affecting the company's nonnuclear fleet; or -- Operational missteps leading to extended outages or technical problems resulting in a decline in earnings. S&P could raise the rating if: -- S&P expects the company's financial policy to reflect a lower target leverage profile such that S&P Global Ratings-adjusted debt to EBITDA is sustained below 2.75x, while maintaining free cash flow to debt of at least 20%; or -- Talen successfully diversifies its asset and regional concentration in PJM such that S&P's view of its competitive position improves. S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of Talen. The assessment reflects the company's operation of largely old and inefficient thermal assets (the nonnuclear fleet), as well as the representation of some coal-fired resources in the overall asset portfolio. Susquehanna provides a strong offset against these weaknesses, delivering baseload and reliable clean power to the grid; however, nuclear power has also attracted considerable controversy among various environmental and social groups that consider it a public safety risk due to several meltdown events in the past. That said, our analysis also considers the highly supportive regulatory environment for nuclear energy at this stage, of which the PTC is a prime example. Until the development and deployment of economically viable and reliable clean energy solutions, we believe nuclear power will continue to play a critical role in the energy transition process, limiting carbon emissions from the broader power sector, while providing much needed stability to the electricity grids." TELESAT LLC: $1.91BB Bank Debt Trades at 51% Discount ----------------------------------------------------- Participations in a syndicated loan under which Telesat LLC is a borrower were trading in the secondary market around 49 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.91 billion Term loan facility is scheduled to mature on December 7, 2026. About $1.42 billion of the loan is withdrawn and outstanding. Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. TGP COMMUNICATIONS: Loses Bid to Stay Bankruptcy Case Dismissal --------------------------------------------------------------- Judge Mindy A. Mora of the United States Bankruptcy Court for the Southern District of Florida denied TGP Communications, LLC's motion asking the Court to stay the dismissal of its bankruptcy case pending appeal. TGP filed a notice of appeal of the Dismissal Opinion on August 8, 2024. Judge Mora says TGP's arguments fail to provide a reasonable basis for entry of a stay of the effectiveness of the Dismissal Opinion. Judge Mora explains, "The likelihood of success on appeal is slim. The Court dismissed TGP's bankruptcy case under Secs. 305(a) and 1112 of the Bankruptcy Code. Because an order dismissing a bankruptcy case under Sec. 305(a) is not reviewable on appeal, the district court will likely uphold dismissal on that basis. And, even if the district court were to determine that application of Sec. 305(a) was improper, the totality of the circumstances still supports dismissal under Sec. 1112(b)." "Because the facts contained in the Dismissal Opinion arose from sworn testimony, an agreed joint stipulation of facts, TGP's schedules and statements of financial affairs (both submitted under penalty of perjury), and the plain language of debtor's proposed plan of reorganization, it is highly unlikely that the district court will determine that this Court misunderstood or improperly determined key issues of fact that justified dismissal of TGP's bankruptcy case." According to Judge Mora, TGP argues, unconvincingly, that it will cease to exist if this Court declines to grant a stay pending appeal. That assertion, the Court says, is not borne out by the record. As noted in the Dismissal Opinion, TGP's known, easily reachable assets are over 22 times greater than its liquidated liabilities. Prior to and during its bankruptcy case, TGP was able to pay its obligations as they came due. As of the petition date, TGP was both balance sheet and cash flow solvent, the Court finds. TGP presented no discernible need for immediate financial reorganization, the Court states. According to Judge Mora, "Although this circumstance is not central to the Court's determination, it bears noting that TGP has multiple other avenues for accessing funds should it become subject to unfavorable state court rulings and judgments. The Dismissal Opinion describes those sources of revenue in detail, along with the potential for TGP's access. The undisputable (and likely rapid) availability of other sources of ready cash is yet another reason why TGP's insistence that it will cease to exist if forced to defend itself in the State Court Litigation is implausible." TGP has not provided the Court with a reasonable basis for what would amount to reinstatement of a dismissed case and reimposition of an automatic stay that serves no purpose other than to frustrate existing state court litigation claims. The Court concludes, as it must, the Motion perpetuates the same bad faith litigation evasion tactics that prompted this Court's entry of the Dismissal Opinion. A copy of the Court's decision dated September 6, 2024, is available at https://urlcurt.com/u?l=gzOeDt About Gateway Pundit Gateway Pundit is a US far-right conspiracy website. Its parent company, TGP Communications, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-13938) on April 24, 2024. In its petition, the Debtor reported assets between $500,000 and $1 million and liabilities between $100,000 and $500,000. In its schedules and statements of financial affairs, the Debtor listed assets of $2,323,996.76 and liabilities of $102,596.61. TIPPETT STUDIO: Seeks to Hire John Brogan as Accountant ------------------------------------------------------- Tippett Studio, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ John Brogan as certified public accountant. The firm will prepare the Debtor's Federal and California Corporate Income Tax Returns for 2023. John Brogan will be paid at $275 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Brogan, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John Brogan 449 Hamilton St Ste 7 Norristown, PA 19401 Tel: (610) 275-3588 About Tippett Studio, Inc. Tippett Studio, Inc. is an established evergreen Media Production house enabling film makers and creative directors to realize their vision through creation of high-end digital effects for feature films, episodic content, commercials and immersive experiences. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-40657) on May 1, 2024. In the petition signed by Gary Mundell, president and chief executive officer, the Debtor disclosed $5,362,065 in assets and $9,826,417 in liabilities. Judge William J. Lafferty, III oversees the case. Chris Kuhner, Esq., at KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C., represents the Debtor as legal counsel. TOHI LLC: Case Summary & Five Unsecured Creditors ------------------------------------------------- Debtor: TOHI LLC 35 South Chapman Road Doylestown, PA 18901 Business Description: TOHI LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 16, 2024 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 24-13285 Judge: Hon. Ashely M Chan Debtor's Counsel: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road Suite 300 Malvern, PA 19355 Tel: 610-407-7215 Fax: 610-407-7218 Email: dsmith@skhlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shawn Touhill as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E3UZDNA/TOHI_LLC__paebke-24-13285__0001.0.pdf?mcid=tGE4TAMA TRONOX FINANCE: Moody's Rates Amended $902MM Sec. Term Loan 'Ba2' ----------------------------------------------------------------- Moody's Ratings has assigned a Ba2 rating to the amended and extended $902 million backed senior secured term loan by Tronox Finance LLC. The terms and conditions remain substantially similar to the existing term loan, except for the extended maturity from March 2028 to September 2031. Tronox Holdings Plc's ("Tronox") Ba3 Corporate Family Rating and stable outlook for both entities remain unchanged. RATINGS RATIONALE The amended and extended term loan has a neutral effect on Tronox's financial metrics and will improve its debt maturity profile. Tronox's credit metrics are stressed by the weak earnings of the trailing twelve months, but are poised to improve in the coming quarters as titanium dioxide (TiO2) sales volume rises from cyclical trough. Key end markets including paints and coatings and plastics will be supported by a lower interest rate environment. For Tronox, EBITDA recovery to above $600 million will be key to improving Moody's adjusted debt/EBITDA ratio below 5.0x, which is required for its Ba3 CFR. This becomes increasingly critical to the rating, as the company invests in South African mining projects to keep its feedstock cost advantage and cash flow shortfall would increase balance sheet debt. Tronox's Ba3 CFR has considered its exposure to the cyclical TiO2 sector with credit metrics temporarily sliding outside the rating boundaries. Tronox's debt leverage deteriorated to 6.3x at the end of June 2024, versus 3.3x at the end of 2022, as TiO2 volume and price declines and low fixed cost absorption depressed its earnings. Its strong liquidity profile ($680 million as of June 2024) helps buffer against the sector's downturn until demand recovers. The company has cost advantaged TiO2 production thanks to its 85% integration into TiO2 feedstock and its leading market position as one of the world's largest TiO2 producers. The stable outlook reflects the company's ability to generate free cash flow and maintain good liquidity through cost reduction and managing its capital projects, as well as Moody's expectation that its earnings can support credit metrics in line with the Ba3 rating over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An improved cost position through business investments and a reduction in gross debt to $2.0 billion could support a higher rating. An upgrade would also be considered if the company can maintain positive margins, free cash flow and strong available liquidity during a downturn. Moody's would consider a downgrade if expectations or actual results show substantive fundamental weakening resulting in negative free cash flow anytime over the industry cycle. Moody's would also consider a downgrade if adjusted financial leverage spikes to 5.0x, or if available liquidity falls below $300 million. Tronox Holdings Plc ("Tronox") is one of the world's largest producers of titanium dioxide (TiO2) and is the most backward integrated among the leading western pigment producers into the production of titanium ore feedstocks. It also co-produces zircon, pig iron and other products. The company operates nine pigment plants and eight mineral sands facilities globally. Tronox's revenues were roughly $2.9 billion for the twelve months ended June 30, 2024. The principal methodology used in this rating was Chemicals published in October 2023. TRUGREEN LP: $275MM Bank Debt Trades at 18% Discount ---------------------------------------------------- Participations in a syndicated loan under which TruGreen LP is a borrower were trading in the secondary market around 81.9 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $275 million Term loan facility is scheduled to mature on November 2, 2028. The amount is fully drawn and outstanding. TruGreen provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. UXIN LTD: Signs MOU With Pintu (Beijing) for Proposed Investment ---------------------------------------------------------------- Uxin Limited announced Sept. 13, 2024, that it has entered into a memorandum of understanding ("MOU") with Pintu (Beijing) Information Technology Co., Ltd., an indirect wholly-owned subsidiary of Dida Inc. (HKEX: 2559), on Sept. 12, 2024 with respect to a proposed investment in the Company by the Investor. Pursuant to the MOU, the Investor intends to subscribe for 1,543,845,204 Class A ordinary shares of the Company for an aggregate subscription amount of US$7.5 million, based on a subscription price of US$0.004858 per share (or US$1.4575 per ADS). The Proposed Investment is subject to the parties' execution of definitive agreements and closing conditions to be stipulated therein. In connection with the Proposed Investment, the Investor and the Youxin (Anhui) Industrial Investment Co., Ltd. have entered into a Loan Agreement pursuant to which the Investor agrees to extend a loan in a principal amount of RMB equivalent of US$7.5 million to Youxin Anhui. Youxin Anhui is a wholly-owned subsidiary of the Company. About Uxin Uxin is a China-based used car retailer, pioneering industry transformation with advanced production, new retail experiences, and digital empowerment. The Company offers vehicles through a reliable, one-stop, and hassle-free transaction experience. Under its omni-channel strategy, the Company is able to leverage its pioneering online platform to serve customers nationwide and establish market leadership in selected regions through offline inspection and reconditioning centers. Shanghai, the People's Republic of China-based PricewaterhouseCoopers Zhong Tian LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated July 31, 2024, citing that the Company has incurred net losses since inception and, as of March 31, 2024, had an accumulated deficit and net current liability and the Company incurred operating cash outflow during the fiscal year ended March 31, 2024. These events and conditions raise substantial doubt about its ability to continue as a going concern. VALCOUR PACKAGING: $160MM Bank Debt Trades at 52% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Valcour Packaging LLC is a borrower were trading in the secondary market around 48.4 cents-on-the-dollar during the week ended Friday, Sept. 13, 2024, according to Bloomberg's Evaluated Pricing service data. The $160 million Term loan facility is scheduled to mature on September 28, 2029. The amount is fully drawn and outstanding. Valcour Packaging LLC, doing business as Mold-Rite Plastics, provides high-quality plastic packaging components. WHITTIER SEAFOOD: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ Gregory Garvin, Acting U.S. Trustee for Region 18, appointed Martin Crowley of Multistar Industries Inc. as new member of the official committee of unsecured creditors in the Chapter 11 case of Whittier Seafood, LLC. As of Sept. 13, the members of the committee are: 1. Thomas E. Turner 6409 Hyatt Anchorage, AK 99507 (907) 862-7078 Pallet.Tom@icloud.com 2. Amanda Guffey Seattle Tacoma Box Company 23400 71st Place S. Kent, WA 98032 (253) 854-9700 Amandag@seattlebox.com 3. Martin Crowley Multistar Industries Inc. 101 W Fir Street Othello, WA 99344 (509) 771-5201 Multistar.Othello@gmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Whittier Seafood Whittier Seafood, LLC owns and operates a fish processing plant in Whittier, Alaska. Whittier Seafood filed Chapter 11 petition (Bankr. D. Alaska Case No. 24-00139) on Aug. 19, 2024, with $10 million to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Thomas A. Buford, Esq., at Bush Kornfeld, LLP is the Debtor's legal counsel. Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. WILLAMETTE FALLS: Lender Sets Auction for Collateral ---------------------------------------------------- Pursuant to an amended and restated promissory note dated Nov. 16, 2022, as amended from time to time including, without limitation, pursuant to the amended and restated promissory note dated June 14, 2024, the lender holds certain debt issued by Willamette Falls Paper Company Inc. ("CVC Indebtedness"), which is secured by all assets of WFPC as described in the secured agreement dated as of Nov. 16, 2022, as heretofore amended or modified. The security interests granted by CVC loan documents to lender ("CVC Security Interests") are junior to certain security interests ("senior security interests") granted to JP Morgan Chase Bank NA ("senior lender"), to which WFPC is indebted under a certain credit agreement dated as of Nov. 22, 2022, as heretofore amended and modified. Pursuant to Section 79.0611 through 79.0614 of the Oregon Revised Statutes the lender will sell to the highest bidder at public auction specified all of WFPC's right, title and interests in the collateral. The public auction was slated to take place on Sept. 16, 2024, at Willamette Falls Paper Company Inc., West Linn, Oregon 97068. For further information regarding the sale, contact Robet Keach, attorney for the lender at Bernstein, Shur, Sawyer & Nelson PA, 100 Middle Street, PO Box 9729, Portland, Maine 04104-5029, (207) 774-1200, rkeach@bernsteinshur.com. WOODBRIDGE PARTNERS: Hires Jobe Law PLLC as Legal Counsel --------------------------------------------------------- Woodbridge Partners, LP and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to Jobe Law PLLC as legal counsel. The firm will provide these services: a. furnish legal advice to the Committee with regard to its powers, duties and responsibilities; b. prepare, for and on behalf of the Committee, all necessary applications, motions, orders, reports and other legal papers; c. investigate and prosecute preference and fraudulent transfers actions arising under the avoidance powers of the Bankruptcy Code; and d. perform all other legal services for the Committee which may be necessary herein. The firm will be paid at the rate of $525 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Hudson M. Jobe, Esq., a partner at Jobe 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: Hudson M. Jobe, Esq. Jobe Law PLLC 6060 North Central Expressway, Suite 500 Dallas, Texas 75206 Tel: (214) 807-0563 Email: hjobe@jobelawpllc.com About Woodbridge Partners Woodbridge Partners, LP is engaged in activities related to real estate. Woodbridge Partners and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-41520) on May 1, 2024. At the time of the filing, Woodbridge Partners reported $10 million to $50 million in both assets and liabilities. Judge Edward L. Morris oversees the cases. The Debtors tapped Kelly Hart & Hartman, LLP and Lain Faulkner & Co., PC as legal counsel and financial advisor, respectively. WORLD HEALTH: Financial Woes Raise Going Concern Doubt ------------------------------------------------------ World Health Energy Holdings, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended June 30, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, during the six months ended June 30, 2024, the Company incurred a net loss of $2,550 thousands and used net cash flows in its operations of $782 thousands. As of June 30, 2024, the Company had unrestricted cash and cash equivalents of $126 thousands available to fund its operations, and an accumulated deficit of $25,498 thousands. The Group's management expects that the Group will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of June 30, 2024, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the second quarter of 2025. As a result, there is substantial doubt regarding the Company's ability to continue as a going concern. Management endeavors to secure sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yuj3mkm4 About World Health Energy Holdings, Inc. Boca Raton, Fla.-based World Health Energy Holdings, Inc. (d/b/a WHEN Group) is a holding company comprised of CrossMobile, SG 77, Inc./RNA Ltd, which develops and significantly improves existing cybersecurity solutions in the B2C and B2B marketplace. Additional information is available at: https://www.whengroup.com/. As of June 30, 2024, the Company had $10,360,869 in total assets, $3,966,534 in total liabilities, and $6,394,335 in total stockholders' equity. ********* 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. 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On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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