/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240919.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 19, 2024, Vol. 28, No. 262 Headlines 207 E 15TH ST: Files Amendment to Disclosure Statement 2370 FOREST: Taps Broege Neumann Fischer & Shaver as Legal Counsel 265 LAUREL: Taps Broege Neumann Fischer & Shaver as Legal Counsel 3208 GSD: Seeks to Hire Thompson Premier Homes Group as Realtor 527 ALMONESSON: Seeks Approval to Hire Offit Kurman as Counsel 985 JNC LLC: Kicks Off Chapter 11 Bankruptcy in Florida ABUNDANT LIFE: Taps PKB Bookkeeping & Tax Service as Bookkeeper AIR LEASE: S&P Rates New D Perpetual Preference Shares 'BB+' ALLSTATE REALTY: Case Summary & Two Unsecured Creditors ALTAGAS LTD: Fitch Assigns 'BB+' Rating on Subordinated Debentures AMERICAN TRAILER: S&P Downgrades ICR to 'B-', Outlook Stable ANDERSON BROS: Gets OK to Hire Joel A. Schechter as Legal Counsel ANN ARBOR SAND: Updates Liquidating Plan Disclosures AZEK GROUP: Fitch Affirms 'BB' LongTerm IDR, Outlook Positive BDC GROUP: KSB Loses Bid to Recognize Lien BIG LOTS: Closes Nearly 300 Stores in Chapter 11 BIG LOTS: Obtains Interim Okay to Access Portion of Financing BIG LOTS: To Be Delisted From Nasdaq Effective Sept. 23 BIOHARVEST SCIENCES: Recurring Losses Raise Going Concern Doubt BIOMERICA INC: Haskell & White Raises Going Concern Doubt BUCA TEXAS: Hires Gordon Brothers as Real Estate Consultant BUCA TEXAS: Seeks to Hire Gray Reed as Bankruptcy Counsel BUCA TEXAS: Seeks to Hire Stout Capital LLC as Investment Banker BUCA TEXAS: Seeks to Hire William Snyder of CR3 Partners as CRO CAIDLAKE TRANSPORT: Amends Plan to Include Workers Compensation Pay CDO LONESTAR: Updates Restructuring Plan Disclosures CHIPLEY'S FAMILY: CFG, VOX Must Face Subchapter V Trustee's Suit CINEMOI NORTH AMERICA: U.S. Trustee Appoints Creditors' Committee CLARITY DIAGNOSTICS: Hires Shraiberg Page as Bankruptcy Counsel CLYDE, TX: S&P Lowers 2023A/B GO Rating to 'B-', Outlook Negative COMMSCOPE HOLDING: The Vanguard Group Holds 10.67% Stake CONNEXA SPORTS: Posts $4.2 Million Net Loss in Q1 2024 CORETEC GROUP: Core SS LLC Holds 62.21% Equity Stake COTTLE CHRISTI: Seeks to Hire Matthew M. Johnson as Co-Counsel COTTLE LLC: Seeks to Hire Matthew M. Johnson as Co-Counsel DIGITAL ALLY: Secures Additional $265K Financing From Mosh Man DRAGON BUYER: S&P Assigns 'B-' Long-Term ICR, Outlook Stable EASTSIDE DISTILLING: Completes $442K Offering of Stock, Warrants EBIX INC: Ebix Europe Now Debt-Free Worldwide ED'S COUNTRY: Seeks to Hire Saafir Malik CPA as Accountant EMERGENT BIOSOLUTIONS: BlackRock Owns 3.7% Stake as of Aug. 31 EVERYTHING BLOCKCHAIN: Incurs $1.07M Net Loss in Second Quarter EYM PIZZA: Hires National Franchise Sales as Financial Advisor FARRAND STREET: Seeks to Hire eXp Realty as Real Estate Brokers FREE SPEECH: Trustee Gets $1-Mil. Bid for Alex Jones Lake House FTX TRADING: Auditor Prager Metis Settles SEC Charges FTX TRADING: Trial Star Witness Ellison Wants No Prison Time G&S FAMILY: Seeks to Hire Matthew M. Johnson as Co-Counsel GAMESTOP CORP: Files Prospectus for $20MM ATM Stock Offering GAMESTOP CORP: Swings to $14.8 Million Net Income in Fiscal Q2 GIRARDI & KEESE: Govt. Considers Dropping Tom's Illinois Case GLENDA SWARTZ: Unsecureds Will Get 5% of Claims in Plan GLENSIDE PIZZA: Seeks to Hire McDowell Law as Bankruptcy Counsel GLOBAL CLEAN: Raises Going Concern Doubt Amid Financial Woes GLOBAL FERTILITY: Court Confirms Majority Investor's Ch.11 Plan GLOBAL NET: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable HELLER EHRMAN: Court Tosses Suit over 2021 Stock Sale HGLK INC: Gets OK to Hire Professional Services as Accountant IBELIEVEINSWORDFISH INC: Unsecureds to Get 77.94 Cents on Dollar IMPERATIVE WORLDWIDE: S&P Affirms 'B-' ICR on Proposed Acquisition INTEGRITY BEHAVIORAL: Seeks Approval to Retain Certain Insiders JACKSON GARDENS: Seeks Chapter 11 Bankruptcy in Texas JOSHUA TREE: Hires Center City Law as Bankruptcy Counsel KERRI WILSON: Taps Ms. Kiraly of Century 21 as Real Estate Broker KIDDE-FENWAL: California Balks at Rising Legal Fees in Bankruptcy KULR TECHNOLOGY: Receives $1.5MM Satellite Battery Systems Order LARRET PROPERTIES: Hires Morris & Dewett LLC as Special Counsel LASERSHIP INC: Wants to Raise Cash by Obtaining Loan LEGACY LA PROPERTIES: Files for Chapter 11 Bankruptcy LL FLOORING: Court Okays $40 Million Sale of Assets LLT MANAGEMENT: Law Firms Fight Over $6.5-Bil. Talc Suit Settlement LUGG INC: Disposable Income to Fund Plan Payments MADISON 33 PARTNERS: Hires Davidoff Hutcher & Citron as Counsel MARY'S PIZZA SHACK: Files for Chapter 7 Bankruptcy in California MEGA MATRIX: Awards $144,000 Discretionary Cash Bonus to CEO MEIER'S WINE: Committee Hires Fox Rothschild LLP as Legal Counsel METRO MATTRESS: Seeks Chapter 11 Bankruptcy Protection MINESEN COMPANY: Accountant Wins $132,811 in Fees MINESEN COMPANY: Chun Kerr Wins $687,000 in Fees MMEX RESOURCES: Incurs $455K Net Loss in First Quarter MOUNTAIN SPORTS: Seeks to Hire Ordinary Course Professionals NAVIENT CORP: Agrees to Pay $120M to CFPB, Student Lending Ban NAVIENT CORP: S&P Upgrades ICR to 'BB', Outlook Stable NETCAPITAL INC: Incurs $2.53 Million Net Loss in First Quarter NEXTTRIP INC: Incurs $1.98 Million Net Loss in First Quarter PERATON CORP: S&P Downgrades ICR to 'B-', Outlook Stable PP&G INC: Committee Taps Melehy & Associates as Legal Counsel PRESPERSE INC: Seeks Chapter 11 Bankruptcy Due to Talc Claims RAY'S TRANSPORT: Seeks to Hire Maxwell Dunn PLC as Legal Counsel RED LOBSTER: 14 Stores Remain Open in Arizona After Ch.11 Exit RENOVARO INC: Falls Short of Nasdaq Minimum Bid Price Requirement REPUBLIC FIRST: Seeks to Hire Ciardi Ciardi & Astin as Counsel RESONATE BLENDS: Accumulated Deficit Raises Going Concern Doubt RITE AID: Elevates Schroeder to CEO as It Emerges from Chapter 11 ROTI RESTAURANTS: Hires Ravinia Capital as Investment Banker SILVERGATE CAPITAL: Case Summary & 20 Largest Unsecured Creditors SINGING MACHINE: Three Board Directors Resign SINGLEPOINT INC: Financial Strain Raises Going Concern Doubt SMOKIN' DUTCHMAN: Seeks Bankruptcy Protection in Michigan SPHERE 3D: Inks Managed Service Agreement With Simple Mining SPIRIT AIRLINES: Extends 2025 Notes Deadline to Oct. 21 STEWARD HEALTH: CEO Ralph de la Torre Snobs Senate Subpoena STEWARD HEALTH: Grace Suit Over Layoff Goes to Arbitration STRATEGIC ENVIRONMENTAL: Recurring Losses Raise Going Concern Doubt SUNPOWER CORP: BlackRock No Longer Holds More than 5% Stake TAMPA BAY PLUMBERS: Hires Tampa Liquidation Center as Auctioneer THOMAS M. CONNELLY: Haddad Suit Dismissed with Leave to Amend TIFFANY SANDERS: Carrington Wins Bid for Automatic Stay Relief TONIX PHARMACEUTICALS: Tom Englese Named Commercial Operations EVP TRANSOCEAN LTD: Secures $232M Contract With BP for Deepwater Atlas TREE LANE: Seeks to Tap Keen-Summit Capital as Real Estate Broker TUPPERWARE BRANDS: Case Summary & 30 Largest Unsecured Creditors TUPPERWARE BRANDS: Files for Chapter 11 to Pursue Sale URBAN CHESTNUT: Files for Chapter 11 Bankruptcy VIA ESCUELA: Case Summary & Two Unsecured Creditors VITRO BIOPHARMA: Posts $149K Net Loss in Third Quarter VORNADO REALTY: S&P Affirms 'B+' ICR, Outlook Negative WATER STATION: Receiver Doubts Involuntaries, Wants Control WHEEL PROS: Seeks Court Okay to Sell 4 Wheel Parts Biz for $30Mil. WISA TECHNOLOGIES: Acquires Datavault IP for $210 Million WISA TECHNOLOGIES: Enters Exchange and Inducement Agreements WOODFIELD RD: U.S. Trustee Seeks Chapter 7 Conversion WORKSPORT LTD: Secures $1.49MM Loan From Loeb Term Solutions WYNN RESORTS: Launches $800MM Senior Note Private Offering XL COMPANIES: Court Confirms Plan of Reorganization YELLOW CORP: Chapter 11 Plan Includes REITs and Rights Offerings YELLOW CORP: Loses $6.5 Billion Pension Debts Ruling YUZHOU GROUP: Sept. 25 Chapter 15 Recognition Hearing Set [*] 2024 Distressed Investing Conference Agenda Announced [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 207 E 15TH ST: Files Amendment to Disclosure Statement ------------------------------------------------------ 207 E 15TH ST LLC submitted a First Amended Disclosure Statement describing Chapter 11 Plan dated August 15, 2024. The Debtor is a single-asset real estate holding limited liability company originally based in Morris Plains, New Jersey. Currently its main business office is located at 207 E 15th Street in Paterson, New Jersey. The debtor's business purpose was the holding of the real estate located at 207 E 15th Street for the printing company L.F. Graphics. The debtor was formed on April 16, 2018. The real estate located at 207 E. 15th Street is the debtor's lone asset. Before the Bankruptcy filing the debtor was managed by Lenaure Foxworth. Lenaure Foxworth's title with respect to the debtor is managing member. Lenaure Foxworth has continued to manage the debtor during the pendency of this Chapter 11 filing. On December 17, 2021, the debtor borrowed $157,500.00 from Velocity Commercial Capital LLC. On January 11, 2023, U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust 2022-01 filed a foreclosure action against the debtor under docket number SWC-F-000336-23. The complaint alleged the debtor had not made a payment on the loan since June 2022. Final judgement by default was entered against the debtor on July 5, 2023 and a stay of sheriff sale to allow debtor to continue its efforts to refinance was entered on October 17, 2023. This Chapter 11 case was filed November 27, 2023. This is a reorganization plan. In other words, the proponent seeks to use the sale of assets owned by the debtor to pay creditor claims so the debtor can continue operating, if it desires, after confirmation. Like in the prior iteration of the Plan, General Unsecured Creditors in Class 4 shall receive pro rata payment on the Effective date of funds available after Administrative, Secured, and Priority Claims are paid in full. Payment is subject to any rights Debtor has to object to, expunge or modify the claim. The allowed unsecured claims total $144,862.64. This Class is impaired. The Plan will be funded by the sale of the Debtor's real estate located at 207 E 15th Street, Paterson, New Jersey. A full-text copy of the First Amended Disclosure Statement dated August 15, 2024 is available at https://urlcurt.com/u?l=1bd0A1 from PacerMonitor.com at no charge. Counsel to the Debtor: Avram D. White, Esq. WHITE and CO, LLC 523 Park Avenue, Suite 3 Orange, NJ 07050 Phone: (973) 669 0857 Fax: (888) 481 1709 E-mail: avram.randr@gmail.com About 207 E 15TH ST LLC 207 E 15TH ST LLC is in the business of holding commercial real estate. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-20978) on Nov. 27, 2023, listing $100,001-$500,000 in both assets and liabilities. Lenaure Foxworth, the managing member, signed the petition. Avram D. White, at White and Co. Attorneys and Counsellors, is serving as the Debtor's counsel. 2370 FOREST: Taps Broege Neumann Fischer & Shaver as Legal Counsel ------------------------------------------------------------------ 2370 Forest, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege, Neumann, Fischer & Shaver, LLC as its counsel. The firm will render these legal services: (a) advise the Debtor regarding its duties under the Bankruptcy Code; (b) represent the Debtor at the Sec. 341(a) hearing and at any meetings between the Debtor and creditors or creditors' committees; (c) assist the Debtor in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers, or other professionals whose services the Debtor may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; (d) defend any motions made by secured creditors to enable the Debtor to retain the use of assets needed for an effective reorganization; (e) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; (f) file and prosecute motions to expunge or reduce claims which the Debtor disputes; (g) represent the Debtor in the Bankruptcy Court at such hearings as may require its presence or participation to protect its interest and the bankruptcy estate; (h) formulate, negotiate, prepare, and file of a disclosure statement and plan of reorganization (or liquidation) which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; (i) represent the Debtor at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and respond to any objections to same filed by creditors or other parties in interest; (j) assist the Debtor in discharging its obligations in consummating any plan of reorganization which is confirmed; (k) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code and prosecute applications for authorization to use any such assets; and (l) provide such other varied legal advice and services as may be needed by the Debtor in the operation of its business or in connection with the Chapter 11 proceedings. The hourly rates of the firm's counsel and staff are as follows: Timothy P. Neumann $670 Associates $375 Paralegals $100 In addition, the firm will seek reimbursement for expenses incurred. The Debtor paid the firm an initial retainer in the amount of $9,000. As disclosed in court filings, Broege is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy P. Neumann, Esq. Geoffrey P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Telephone: (732) 223-8484 Email: timothy.neumann25@gmail.com geoff.neumann@gmail.com About 2370 Forest 2370 Forest, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18725) on On September 3, 2024, listing $500,001 to $1 million on both assets and liabilities. Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver, LLC serves as the Debtor's legal counsel. 265 LAUREL: Taps Broege Neumann Fischer & Shaver as Legal Counsel ----------------------------------------------------------------- 265 Laurel Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege, Neumann, Fischer & Shaver, LLC as its counsel. The firm will render these legal services: (a) advise the Debtor regarding its duties under the Bankruptcy Code; (b) represent the Debtor at the Sec. 341(a) hearing and at any meetings between the Debtor and creditors or creditors' committees; (c) assist the Debtor in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers, or other professionals whose services the Debtor may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; (d) defend any motions made by secured creditors to enable the Debtor to retain the use of assets needed for an effective reorganization; (e) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; (f) file and prosecute motions to expunge or reduce claims which the Debtor disputes; (g) represent the Debtor in the Bankruptcy Court at such hearings as may require its presence or participation to protect its interest and the bankruptcy estate; (h) formulate, negotiate, prepare, and file of a disclosure statement and plan of reorganization (or liquidation) which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; (i) represent the Debtor at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and respond to any objections to same filed by creditors or other parties in interest; (j) assist the Debtor in discharging its obligations in consummating any plan of reorganization which is confirmed; (k) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code and prosecute applications for authorization to use any such assets; and (l) provide such other varied legal advice and services as may be needed by the Debtor in the operation of its business or in connection with the Chapter 11 proceedings. The hourly rates of the firm's counsel and staff are as follows: Timothy P. Neumann $690 Peter J. Broege $595 David E. Shaver $425 Geoffrey P. Neumann $450 Paralegals $100 In addition, the firm will seek reimbursement for expenses incurred. As disclosed in court filings, Broege is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy P. Neumann, Esq. Geoffrey P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Telephone: (732) 223-8484 Email: timothy.neumann25@gmail.com geoff.neumann@gmail.com About 265 Laurel Avenue 265 Laurel Avenue, LLC, is a New Jersey Limited Liability Company whose primary asset is real property located at 265 Laurel Avenue, Lakewood, New Jersey 08701. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 24-18730) on September 3, 2024, with $500,001 to $1 million in assets and liabilities. Broege, Neumann, Fischer & Shaver is the Debtor's legal counsel. 3208 GSD: Seeks to Hire Thompson Premier Homes Group as Realtor --------------------------------------------------------------- 3208 GSD, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire Eboneese Thompson and the firm of Thompson Premier Homes Group as realtors. The Debtor, as part of its plan of reorganization, will sell the real property identified as 3208 Pope St. SE, Washington, DC 20020. Thompson Premier Homes will market the property, meet with prospective purchasers, draft sales contracts, provide advice on the value of the property, and any other service which may be reasonably necessary to consummate a sale of the property. The commission to the realtors is 5 percent on any sale procured by the Realtors. The realtors would pay a 1.5 percent commission with any agent for a buyer. Thompson Premier represents no interest adverse to the Debtor-In-Possession or the estate in the matters upon which it is to be engaged. The realtor can be reached through: Eboneese Thompson Thompson Premier Homes Group 519 C St NE Washington, DC 20002 Phone: (240) 480-1616 Email: eboneese@tphgsellsdc.com About 3208 GSD, LLC 3208 GSD, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 24-00191) on May 29, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Elizabeth L Gunn presides over the case. William C. Johnson, Jr., Esq. at The Johnson Law Group, LLC represents the Debtor as counsel. 527 ALMONESSON: Seeks Approval to Hire Offit Kurman as Counsel -------------------------------------------------------------- 527 Almonesson, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Offit Kurman, P.A. as bankruptcy counsel. The firm will provide legal advice with the preparation of the Schedules, Stmt. of Affairs, Monthly Reports, any necessary Motions, negotiation with creditors and the development of a Plan of Reorganization. The Debtor has paid a $25,000 retainer. Paul J. Winterhalter, Esq., at Offit Kurman, P.C. disclosed in court filings that the firm does not have any connection with or interest adverse to the Debtors, the Debtors' creditors, any other party-in-interest or the Office of the United States Trustee. The firm can be reached through: Paul J. Winterhalter, Esq. OFFIT KURMAN, P.C. 401 Plymouth Road, Suite 100 Plymouth Meeting, PA 19462 Telephone: (267) 338-1370 Facsimile: (267) 338-1335 E-mail: pwinterhalter@offitkurman.com About 527 Almonesson, LLC 527 Almonesson, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18721) on September 3, 2024, listing $100,001 to $500,000 on both assets and liabilities. Paul J. Winterhalter, Esq. at Offit Kurman represents the Debtor as counsel. 985 JNC LLC: Kicks Off Chapter 11 Bankruptcy in Florida ------------------------------------------------------- 985 JNC LLC filed Chapter 11 protection in the Middle District of Florida. According to court filings, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Oct. 9, 2024 at 11:00 a.m. in Room Telephonically. Call in Number: 877-801-2055. Passcode: 8940738#. About 985 JNC LLC 985 JNC LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04700) on Sept. 3, 2024. In the petition filed by Ben A. Kaley, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Tiffany P. Geyer handles the case. The Debtor is represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: dvelasquez@lathamluna.com ABUNDANT LIFE: Taps PKB Bookkeeping & Tax Service as Bookkeeper --------------------------------------------------------------- Abundant Life Chiropractic, P.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire PKB Bookkeeping & Tax Service as bookkeeper. PKB will provide bookkeeping and tax preparation services. The firm will charge these rates: Form 1120-S - Tax Year 2023 $6,000 Franchise Tax Filings - Report Year 2024 $500 Client Gross Revenue $1,520 QuickBooks Online Plus Subscription $80 As disclosed in the court filings, PKB represents it has no interest adverse to Debtor or the estate in the matters upon which it is to be engaged. The firm can be reached through: Percy Bonilla Jr PKB Bookkeeping & Tax Service 2914 Legends Ranch Dr Spring, TX 77386 US Phone: (281) 727-0127 Email: pkbteam@pkbcorp.com About Abundant Life Chiropractic, P.A. Abundant Life Chiropractic, P.A. operates a wellness chiropractic center. Abundant Life Chiropractic, P.A. filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. S.D. Tex. Case No. 24-33862) on August 23, 2024, listing $59,398 in assets and $1,560,814 in liabilities. The petition was signed by Christopher Robert Zaino as owner. Judge Jeffrey P Norman presides over the case. Robert C. Lane, Esq. at THE LANE LAW FIRM represents the Debtor as counsel. AIR LEASE: S&P Rates New D Perpetual Preference Shares 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating to Los Angeles-based aircraft lessor Air Lease Corp.'s proposed $300 million series D fixed-rate reset, noncumulative, perpetual, preference shares. The company will use the proceeds from this issuance to redeem its outstanding Series A preferred stock (which is now callable), and for general corporate purposes. The preferred shares will rank senior to the company's common stock, and we classify them as having intermediate equity credit (50% equity) based on the proposed terms. S&P rates these securities two notches below its 'BBB' long-term issuer credit rating on Air Lease. This includes one notch to reflect their subordination and an additional notch to reflect management's ability to defer interest payments on the instruments. 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, meet our standards for permanence. The instruments are subordinated to all of Air Lease's existing and future senior debt obligations, thereby satisfying the condition for subordination. In addition, the interest payments are deferrable, which fulfills the deferability element. ALLSTATE REALTY: Case Summary & Two Unsecured Creditors ------------------------------------------------------- Debtor: Allstate Realty Group, Inc 17331 Martha Street Encino, CA 91316 Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11555 Debtor's Counsel: Onyinye N Anyama, Esq. ANYAMA LAW FIRM, APC 18000 Studebaker Rd., Suite 325 Cerritos, CA 90703 Tel: (562) 645-4500 Fax: (562) 645-4494 Email: info@anyamalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Kashki as CEO. 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/2LOQG5Y/Allstate_Realty_Group_Inc__cacbke-24-11555__0001.0.pdf?mcid=tGE4TAMA ALTAGAS LTD: Fitch Assigns 'BB+' Rating on Subordinated Debentures ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to AltaGas Ltd.'s junior subordinated debentures. AltaGas' current Long-Term Issuer Default Rating (IDR) is 'BBB'. The Rating Outlook is Negative. AltaGas plans to use the net proceeds from this issuance to pay off upcoming maturities in early 2025, and for other corporate purposes. The debentures will rank equal in right of payment to the existing subordinated obligations and any other pari passu subordinated indebtedness that may be incurred in the future. The notes are eligible for 50% equity credit based on Fitch's hybrid methodology "Corporates Hybrids Treatment and Notching Criteria," dated Nov. 12, 2020 and available at www.fitchratings.com. Features supporting the equity categorization of this offering include their subordinate priority and the option to defer interest payments on a cumulative basis for up to five-years on each occasion. Key Rating Drivers High Leverage: AltaGas' funds from operations (FFO)-leverage has averaged 7.4x over the last four years and stood at 7.1x in 2023, considerably higher than expected. Elevated midstream capex, including the Pipestone acquisition and subsequent development of Phase II, and the weaker than expected rate case in Maryland continue to pressure leverage. Fitch expects development of projects to continue, including CAD675 million in capital requirement for AltaGas' portion of REEF. Partially funded with debt, this spend will offset expected improvement in leverage from cost optimization, utility customer growth averaging 1%, and debt reduction from asset sales. In 2023, AltaGas sold utility and related operations in Alaska, with the resulting proceeds of CAD1.1 billion applied toward debt reduction. The monetization of AltaGas' share of Mountain Valley Pipeline (MVP), which Fitch expects will be completed in 2025, will also be used to lower debt. Fitch also expects deleveraging from these transactions will result in improvement in FFO leverage to 5.7x in 2025, higher than Fitch's downgrade threshold of 5.5x. Absent other concrete measures to lower leverage, Fitch would lower the ratings. Weak Business Mix: Fitch views the high proportion of midstream contribution to be a weakness as it has greater volatility than utility earnings. More stable utility operations will contribute approximately 55%-60% of cash flow over the long term. The remainder will largely come from partially contracted midstream operations and smaller power generation operations, averaging between 43% and 46% over the next three years. Non-utility operations sustained over 45% may lead to a ratings downgrade. Volatility from Midstream Segment: Approximately 80% of midstream EBITDA is derived from investment-grade counterparties, lending stability to cash flow. Contractual structure has improved, with tolling levels increasing to approximately 56% of capacity starting second quarter of 2024. Approximately 95% of global export volumes for the remainder of 2024 are either tolled or financially hedged. With shorter transportation times, AltaGas is competitively positioned to service growing NGL (natural gas liquid) demand in Asia. However, year-to-year cash flow is exposed to pricing differentials between the U.S. and Asia. Failure to lock in this differential in 3Q22 squeezed butane margins, adversely affecting midstream EBITDA. Management modified its hedging strategy by locking in a higher percentage of firmly committed and merchant volumes and managing the propane-butane product mix, which improved margin realization. Hedges for the year are executed largely starting in the first quarter, and price differentials can be volatile depending upon global market factors. For example, average hedged price for export volumes are USD17.88/bbl for 2024, compared to USD12.17/bbl in 2023, a 47% difference in one-year. Future inefficient hedging or increased exposure to market risk may result in negative rating action. Additional Regulatory Risks: AltaGas' diversified group of relatively low-risk U.S. gas-distribution utilities serve approximately 1.6 million customers in parts of Maryland, Virginia, the District of Columbia (DC) and Michigan under generally credit supportive economic regulation. Fitch believes the regulatory compacts in Maryland and Virginia remain balanced, although election changes in Maryland have introduced a measure of uncertainty. Earned ROEs remain well below allowed ROEs due to regulatory lag and lack of weather decoupling in DC and Michigan. A significant unexpected deterioration in rate regulation could result in future credit rating downgrades. Derivation Summary AltaGas is weakly positioned at its 'BBB' rating. With EBITDA of approximately CAD1.3 billion at YE 2023, it is smaller than Emera Inc. (Emera; BBB/Negative), but larger than Algonquin Power & Utilities Corp. (APUC; BBB/Stable). Emera and APUC had operating EBITDA of approximately CAD2.9 billion and CAD1.0 billion, respectively, at YE 2023. Fitch estimates AltaGas' FFO leverage will average 5.8x during the next three years, similar to APUC's at 5.8x over the forecast period, and Emera's at 6.0x by 2025 if it can successfully execute its plan to use asset sales to reduce holdco-debt, issue equity and hybrid capital, and recover rate base investments in a timely manner. Canadian utility holding company APUC benefits from regulatory diversification but owns utilities that operate in somewhat less constructive regulatory environments, in Fitch's view, with APUC's largest utility operating in Missouri. Fitch expects utility operations to account for approximately 85% of consolidated APUC EBITDA, post non-regulated assets divestiture. Emera de-emphasized unregulated investments to focus on utility operations in the U.S., Canada and the Caribbean in recent years.Fitch believes regulation in Emera's two largest jurisdictions, Florida and Nova Scotia, are balanced. Emera derives roughly 95% of its earnings from regulated operations. AltaGas generates only 55%-60% of its cash flow from regulated utility operations with the remaining coming from partially contracted midstream operations that can be volatile. Like Emera and APUC, AltaGas's operations include significant low-risk utility operations. AltaGas, through WGL, provides gas utility services to affluent populations in parts of Virginia, Maryland and DC, with prospective customer growth estimated at 1% per year. AltaGas also provides gas distribution service to parts of Michigan. Collectively, AltaGas's U.S. utilities experienced customer growth of 1%, and approximately 70% of their customers are residential. Emera and APUC, unlike AltaGas, have meaningful electric utility operations. Key Assumptions - Continuation of reasonable economic regulation across AltaGas' jurisdictional service territory; - One percent annual customer growth at AltaGas' U.S. gas utility segment on average; - Additional rate case filings as per management's schedule; - Normalized annual sales at WGL in 2024-2026; - Monetization of MVP in line with management's assumptions and the entire proceeds used towards debt reduction; - Midstream export volumes increasing 5%-10% over the next three years, while increasing the proportion of export volumes from the facility to take-or-pay contracts from merchants; - Capex averages CAD1.3 billion per annum during 2024-2026; - Any additional midstream capex executed in a credit-friendly manner. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Stabilization of the Outlook: - FFO leverage below 6.0x by 2024 and clear line of sight to leverage below 5.5x by 2025; and - A financial policy that is consistent with maintaining FFO leverage below 5.5x on a sustained basis post 2025. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A rating upgrade is unlikely given AltaGas' FFO leverage and business mix profile. However, an upgrade may result from more credit-supportive regulatory trends at AltaGas' U.S. utility business compared with Fitch's rating case; - Stronger than expected performance at AltaGas' midstream businesses; - Sustained FFO leverage of 4.5x or better on a consistent basis. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - FFO leverage above 6.0x in 2024, and above 5.5x in 2025 and thereafter; - Significant deterioration across AltaGas' jurisdictional service territory; - Additional debt-financed midstream capex resulting in higher leverage; - Failure to raise adequate and timely financing from asset sales or other sources to maintain leverage within Fitch's downgrade thresholds; - Regulated businesses contributing less than 55% of cashflows on a sustained basis. Liquidity and Debt Structure Adequate Liquidity: Fitch believes liquidity is adequate at AltaGas and WGL. AltaGas has a revolving credit facility with total borrowing capacity of CAD2.3 billion revolving credit facility which had an availability of 1.93 billion at June 30, 2024. The revolving credit facility expires May 2, 2028. The company had cash and cash equivalents of CAD46 million on its balance sheet as of June 30, 2024. At the AltaGas level, CAD2.85 billion of debt is due over the next five years, in addition to the revolver borrowings. WGL's USD450 million credit facility had approximately USD321 million available as of June 30, 2024. The revolving credit facility expires July 17, 2026. Fitch expects WGL to be cash flow negative in 2024-2026 due to the utility's large capex program, with external funding provided through a balanced mix of equity and debt. Maturities are manageable, with USD294 million maturing over the next five years. Issuer Profile AltaGas is a Canada-based energy infrastructure company with operations in the U.S. and Canada with CAD24 billion of total assets. The company has two primary business segments: Utilities and Midstream. Date of Relevant Committee 01 July 2024 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 ----------- ------ AltaGas Ltd. Subordinated LT BB+ New Rating AMERICAN TRAILER: S&P Downgrades ICR to 'B-', Outlook Stable ------------------------------------------------------------ S&P Global Ratings lowered all its ratings on American Trailer World Corp. (ATW), including its issuer credit rating and issue-level ratings, to 'B-' from 'B'. S&P said, "The stable outlook reflects that, despite our forecast for elevated leverage and continued demand softness, we expect the company's working capital to be a source of cash and enable it to generate positive FOCF in 2024. In addition, we anticipate ATW's liquidity position will remain adequate, supported--in part--by its undrawn $250 million ABL facility and good balance sheet cash position. "ATW's operating environment weakened over the first half of 2024 relative to our previous forecast. We previously expected the company would increase its 2024 revenue by the mid-single-digit percent area on elevated volume demand due to its lower average pricing, new store openings, new product introductions, a reduction in de-stocking headwinds, and easier year-over-year comparisons. However, professional and consumer trailer customers have remained extremely cautious amid the ongoing macroeconomic uncertainty and high interest rate environment. In addition, we believe that ATW has faced an elevated level of price competition due to the lower demand environment. While we assume additional price concessions implemented in the second half of 2024 may modestly benefit the company's volumes, we forecast its end-market demand will remain soft amid continued elevated competition. Therefore, we now forecast ATW's revenue will decline by the mid- to high-single-digit percent range in 2024 before expanding modestly in 2025, supported by GDP growth and a reduction in interest rates. However, we note that the company's demand visibility remains extremely limited, which poses a risk to our base-case forecast. "We assume that ATW's lower revenue and costs to achieve operating efficiencies will weaken its S&P Global Ratings-adjusted EBITDA margin in 2024. We forecast the company's S&P Global Ratings-adjusted EBITDA margin will decline to the low-10% area in 2024, from 13% in 2023, due to its lower revenue. While we believe ATW will pursue cost reductions, we assume these actions will entail certain costs (which we do not add back to our measure of EBITDA). Therefore, we do not expect the company to fully realize the benefits from these actions until 2025. We now forecast ATW will expand its S&P Global Ratings-adjusted EBITDA margin by about 70 basis points in 2025, supported by the realization of a full year of benefits from its cost-reduction actions and a modest increase in volume, given our forecast of a low-single-digit percent increase in its revenue. "Under our base-case forecast, we assume ATW's leverage will increase significantly in 2024, though we anticipate it will continue to generate good FOCF. Given our forecast for a lower EBITDA base, we estimate the company's S&P Global Ratings-adjusted leverage will rise to about 8.5x in 2024 from 6.2x in 2023. However, despite our forecast for lower year-over-year EBITDA in 2024 and a modest increase in capital expenditure (capex), we forecast the company will generate moderate positive (about $20 million) FOCF in 2024, supported by our expectation for working capital inflows as it reduces its inventory levels. We assume ATW will also generate a similar level of FOCF in 2025 as it benefits from a modest increase in its EBITDA and our assumption that it will reduce its capex spending toward its historical levels of near $30 million. "We assume working capital inflows will continue to support the company's FOCF in 2025, albeit to much lesser extent than in 2024. We expect this level of FOCF will be sufficient to cover ATW's modest distributions to its owners, which are largely for tax purposes, and add cash to its balance sheet. We also note that, given its prior prepayments, the company is no longer required to make amortization payments under its term loan. We believe ATW's balance sheet cash, lack of near-term debt maturities (the ABL matures in 2027 and the term loan matures in 2028), and availability under its $250 million ABL (availability of $229 million as of June 30, 2024) support its liquidity position. "While our forecast for 2024 leverage in the mid-8x area is high for the rating, we believe that the company's end-market demand will improve over the coming quarters and years, enabling it to expand its EBITDA and reduce its leverage. If ATW's end-market demand remains weak or softens further, such that cash flow deficits begin to impair its liquidity position and cause it to draw materially on its ABL facility, this could pressure our rating. "The stable outlook reflects that, despite our forecast for elevated leverage and continued demand softness, we expect the company's working capital to be a source of cash and enable it to generate positive FOCF in 2024. In addition, we anticipate ATW's liquidity position will remain adequate, supported--in part--by its undrawn $250 million ABL facility and good balance sheet cash position. "We could lower our rating on ATW if its end-market demand remains soft such that we forecast it will generate sustained negative FOCF, causing it to draw materially on its ABL facility and weakening its liquidity position. We could also lower our rating if we view ATW's capital structure as unsustainable, which could occur due to a weakening of its competitive position and market share that renders it unable to cover its fixed cash charges largely with internally generated sources. "We could raise our ratings on ATW if it reduces its S&P Global Ratings-adjusted debt leverage comfortably below 6x and sustains it at this level such that it maintains a buffer against inherent cyclicality. Before raising our ratings, we would want to ensure that the company's financial policies would support its maintenance of leverage below this level. "Environmental and social factors are a neutral consideration in our credit rating analysis of ATW. "Management and governance factors are a moderately negative consideration, as they are for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." ANDERSON BROS: Gets OK to Hire Joel A. Schechter as Legal Counsel ----------------------------------------------------------------- Anderson Bros. Storage and Moving Co. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire the Law Offices of Joel A. Schechter to handle its Chapter 11 case. The firm will charge at its hourly rate of $500 plus expenses. The firm received a retainer in the amount of $15,000 and filing fee of $1,738 from the Debtor. Joel A. Schechter, Esq. disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel A. Schechter, Esq. Law Offices of Joel A. Schechter 53 W. Jackson Blvd., Suite 1522 Chicago, IL 60604 Telephone: (312) 332-0267 Email: joel@jasbklaw.com About Anderson Bros. Storage and Moving Anderson Bros. Storage and Moving Co. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07684) on May 23, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Jacqueline P. Cox presides over the case. Joel A. Schechter, Esq., at the Law Offices of Joel Schechter represents the Debtor as bankruptcy counsel. ANN ARBOR SAND: Updates Liquidating Plan Disclosures ---------------------------------------------------- Ann Arbor Sand Dollar Realty Group, LLC, submitted an Amended Chapter 11 Plan dated August 15, 2024. The Plan is designed as a mechanism for the Liquidation of the Debtor. The Debtor is a limited liability company incorporated under the laws of the State of New York in or about April 4, 2018 for the purpose of: purchasing, selling, mortgaging, and rehabilitating residences in the Metropolitan New York, Nassau, and Suffolk Counties. The Debtor owns certain real property known as 1768 Majors Path, Southampton, New York (the "Southampton Property"). A first mortgage (the "Wilmington Savings Fund Mortgage") of Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Owner Trustee for Verus Securitization Trust, 2020-NPL1 ("Wilmington Savings Fund") exists against the Southampton Property. In response to the Valuation Motion, the Debtor and the holder of the first mortgage, Wilmington Savings Fund engaged in settlement negotiations with respect the Valuation Motion. During the course of the settlement negotiations, Debtor provided Wilmington Savings Fund's appraiser with access to the Southampton Property for the purpose of conducting a real estate appraisal of the Southampton Property. Wilmington Savings Fund’s appraisal valued the Southampton Property at an amount that is well below the proposed sale price of $950,000. Based on its valuation of the Southampton Property, Wilmington Savings Fund, agreed to Debtor's proposed sale of the Property. The Debtor and Wilmington Savings Fund thereafter entered into Stipulation of Settlement, according to which Wilmington Savings Fund agreed to the Debtor's proposed sale of the Southampton Property to 1768 Major's Path, LLC for $740,000, provided that among other things, Wilmington Savings Fund receives net proceeds from the sale of no less than $715,380.00. The Debtor submits that the proposed sale of the Property is the highest and best offer and is the best way to maximize the amount available for distribution to unsecured creditors. Wilmington Savings Fund conducted its own appraisal of the Property during the course of the bankruptcy and consents to the sale of the Property. Debtor submits that Wilmington Savings Fund's consent to the proposed sale of the Property demonstrates that the proposed sale of the Property reflects that the proposed sale price is well above the value of the Property. Like in the prior iteration of the Plan, Class 3 General Unsecured Claims will be paid a pro rata share of distributions to unsecured creditors under the Plan. On the Effective Date, all class 4 Equity Interests shall be canceled without any distribution on account of such Equity Interests. The Plan shall be implemented under the direction of the Debtor and shall be funded by the proceeds of the Sale of the Southampton Property. Payments to holders of Class 3 General Unsecured Claims under the Plan, after payment of priority and administrative claims, will be made pro rata from the Advanced Funds in a lump sum payment no later than 14 days from the later of the closing on the Sale of the Southampton Property or the Effective Date of the Plan. In addition, professional fees for services rendered by the Debtor's attorneys subsequent to the Effective Date in connection with the Plan or the Debtor's Chapter 11 case, and reimbursement of expenses relating to such services may be paid by the Debtor without prior court approval, to the extent that section 1123(b)(6) of the Code is applicable. "Advanced Funds" means additional funds the difference between the original proposed sale price of $740,000 and the proposed sale price of $950,000, being provided by 1756 Majors Path, LLC the proposed purchaser of the Southampton Property. The "Advanced Funds" will be distributed to non-secured creditors through the Plan. A full-text copy of the Amended Chapter 11 Plan dated August 15, 2024 is available at https://urlcurt.com/u?l=m3wqV1 from PacerMonitor.com at no charge. The Debtor's Counsel: Charles Higgs, Esq. THE LAW OFFICES OF CHARLES A. HIGGS 2 Depot Plaza First Floor, Office 4 Bedford Hills, NY 10507 Tel: (917) 673-3768 E-mail: charles@freshstartesq.com About Ann Arbor Sand Ann Arbor Sand Dollar Realty Group, LLC, is engaged in activities related to real estate. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-72088) on June 9, 2023, with $715,000 in assets and $2,438,653 in liabilities. Richard Gherardi, managing member, signed the petition. Judge Louis A. Scarcella oversees the case. Charles Higgs, Esq. of THE LAW OFFICES OF CHARLES A. HIGGS, is the Debtor's legal counsel. AZEK GROUP: Fitch Affirms 'BB' LongTerm IDR, Outlook Positive ------------------------------------------------------------- Fitch Ratings has assigned 'BBB-'/'RR1' ratings to The AZEK Group LLC's (AZEK) proposed first lien revolving credit facility and term loan B. Both will rank equally in payment and priority in terms of collateral and repayment. Net proceeds, together with cash on hand, will be used to refinance outstanding borrowings under the existing senior secured term loan B and pay related fees and expenses. Fitch has also affirmed the Long-Term Issuer Default Ratings (IDRs) of The AZEK Company Inc and The AZEK Group LLC at 'BB'. The Rating Outlook is Positive. Upon close of the transaction, Fitch will withdraw the 'BBB-'/'RR1' rating on AZEK's $150 million asset-based lending (ABL) facility and the 'BB+'/'RR2' rating on its first lien term loan due 2029. Key Rating Drivers Strong Credit Metrics: AZEK's credit metrics are strong for the 'BB' IDR, with Fitch-calculated pro forma EBITDA leverage of 1.2x upon close of the transaction, down from Fitch-calculated EBITDA leverage of 1.6x for the LTM ended June 30, 2024. Fitch projects EBITDA leverage to remain around 1.2x at the end of FY 2024 (ending Sept. 30) and to settle around 1.1x by FY 2025, driven by EBITDA growth and debt reduction. Management targets net debt to EBITDA of 2.0x-2.5x, providing sufficient headroom to execute capital allocation strategies. Despite potential temporary increases in leverage during market downturns, Fitch expects AZEK to remain within Fitch's leverage sensitivities for the 'BB' IDR. High Profitability and Improving FCF: AZEK has demonstrated high profitability with a Fitch-calculated EBITDA margin of 20.0% in FY 2023. Fitch projects it will improve to 24.5%-25.5% in FY 2024 and FY 2025 due to organic revenue growth and the divestiture of its lower margin Vycom business, partially offset by increased marketing spend. AZEK reported a significant increase in FCF margin to 19.6% in 2023, from negative in 2022, driven by working capital reduction and lower capex. Fitch expects FCF margins to remain in the high single to low double-digit percentages during the next few years, supporting debt reduction and share repurchases. Fitch expects the company's continued investment in marketing efforts should drive market conversion and demand growth through enhanced brand and product awareness, but could be a drag on margin expansion in the intermediate term. Leading Market Position: AZEK is a leading player in the residential outdoor living market, with a network of over 40 distributors and more than 10,000 professional dealer and retail outlets across North America. Fitch believes the company is one of the top brands in the decking category and expects it to capitalize on the long-term material conversion trends from traditional materials like wood to drive above-market growth. This is reflected in strong sales growth in recent years, margins that are similar to investment-grade building products peers and relatively stable gross margins even during periods of inflationary input costs. Strong Yet Cyclical Demand: Demand for residential outdoor living and home exteriors is closely tied to home repair and remodeling activity, which is sensitive to interest rates and the availability of home equity. Fitch expects AZEK to benefit from a long-term trend toward material conversion from traditional materials, such as wood, to low-maintenance, engineered options. Fitch expects sales to be relatively stable through the cycle as lower demand for outdoor living products during cyclical downturns would be mitigated by market share gains from material conversion to engineered products. Favorable End Markets: AZEK's end-market exposure is a credit positive, as the majority of revenues are derived from residential repair and remodel activity, which is relatively less volatile than the new construction market. This relatively higher repair and remodel exposure helps mitigate risks associated with cyclical downturns. However, this benefit is somewhat offset by the largely discretionary nature and high cost projects associated with AZEK's products. The residential segment represented 89% of revenues in FY 2023 and the commercial segment comprised the remaining 11% of revenues. Following the Vycom divestiture, Fitch estimates the residential segment to be about 95% of revenues going forward. Disciplined Growth Strategy: Fitch views the company's growth strategy as credit positive as AZEK balances both organic and inorganic initiatives. Organically, the company invests in increasing manufacturing capacity and enhancing its recycling capabilities. Inorganically, it focuses on strategic acquisitions to broaden its product portfolio, enhance its market position and support long-term growth. AZEK also divested its Vycom business in November 2023 from its Commercial segment to focus on higher growth and higher margin opportunities in the outdoor living markets. Distributor and Supplier Concentrations: AZEK's operations depend on maintaining strong relationships with its network of distributors and dealers. The top 10 distributors accounted for a majority of net sales for FY 2023 with the largest distributor, Parksite Inc., representing 19% of net sales during that period. The high dependence on key distributors would adversely impact earnings and credit metrics if its relationships were impaired or abruptly ended, which Fitch does not assume in its rating case forecast. The company also faces supplier concentration, with 17% of its material purchases in FY 2023 coming from its largest supplier, which could affect production if the supplier fails to meet quality or delivery standards. Material Weakness in Internal Controls: Management has concluded that there were material weaknesses in its internal control over financial reporting. The company is in the process of designing and implementing remediation plans and steps to address the cause of the material weaknesses. An independent investigation revealed that a former employee had misstated inventory by creating inaccurate and unsupported manual journal entries, which led to an overstatement of inventory on the balance sheet and an understatement of cost of sales on the income statement. Consequently, the financial statements for fiscal years 2023, 2022 and 2021 as well as prior periods, were restated. Derivation Summary AZEK's IDR reflect its leading market position in sustainable outdoor living products, secular tailwinds from material conversion, favorable end-market mix, positive FCF generation and conservative financial policies. The rating also incorporates its exposure to largely discretionary demand, limited product offering, modest customer concentration and aggressive share repurchase program. The Positive Outlook reflects Fitch's expectation that EBITDA leverage will remain between 1.0x and 1.5x over the intermediate term due to a disciplined growth strategy, positive FCF generation, and Fitch's expectation of stronger margins as it executes its strategic initiatives. Fitch may consider upgrading AZEK's IDR to 'BB+' if the company demonstrates sustained margin improvement and remediation of current material weaknesses in its internal controls. AZEK is smaller in terms of revenues and less geographically diversified compared to building products manufacturers like MasterBrand, Inc. (BB+/Stable), James Hardie International Group Ltd. (BBB-/Positive), and Standard Building Solutions (BB/Stable). However, AZEK's credit metrics are stronger than those of MasterBrand, significantly stronger than those of Standard and similar to those of James Hardie. AZEK has a similar end-market diversification to MasterBrand, James Hardie, and Standard. Similar to MasterBrand and James Hardie's products, AZEK's products are more discretionary in nature and are generally part of larger, more costly remodel projects. AZEK holds a strong market position in North America for residential composite outdoor living, with an estimated 30% share of the composite decking and railing market, which translates to 6% of the overall market. In contrast, MasterBrand holds the #1 market position in North American residential cabinets, with an estimated 22% share of the overall market. Key Assumptions - Revenue grows 5%-6% in 2024 and 4.5%-5.5% organically in 2025; - EBITDA margin increase to 24.5% - 25.5% in 2024 and 2025 from higher gross margins and realization of cost benefits; - Capex of around 6%-7% of revenue in 2024 and 2025; - FCF margin of 6%-7% in 2024 and 10%-11% in 2025; - FCF applied towards share repurchases and acquisitions; - EBITDA leverage of 1.0x-1.5x at FYE 2024 and FYE 2025 due to EBITDA growth and debt reduction. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA margin sustained at or above 20%; - (CFO-capex)/debt sustained above 8%; - Remediation of the material weaknesses in internal control over financial reporting; - Fitch's expectation that EBITDA leverage will sustain below 3.0x; - Company increases its size and/or expands its product portfolio while maintaining a majority of sales to the remodel market. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained erosion of revenue and EBITDA due to meaningful and continued loss of market share, including loss of key distributor, and/or sustained materials cost pressures that contract EBITDA margins to the low-double digits percentages; - Fitch's expectation that EBITDA leverage will sustain above 3.5x; -(CFO-capex)/debt sustained below 5%. Liquidity and Debt Structure Liquidity Position: As of June 30, 2024, AZEK had a strong liquidity position with $346.9 million of cash and approximately $147.8 million available under its ABL. The proposed upsizing of its $150 million ABL to $375 million revolving credit facility will provide AZEK with increased financial flexibility. Extended Debt Maturity Schedule: Pro forma for the transaction, AZEK debt maturity schedule will be well-structured to minimize near-term refinancing risks. The proposed refinancing of $440 million term loan B, following a voluntary $150 million paydown, will decrease TLB size and extend its maturity to September 2031. Additionally, the proposed revolving credit facility maturity will be on September 2029, an extension from the company's ABL maturity of March 31, 2026. Issuer Profile The AZEK Company Inc. is a designer and manufacturer of low maintenance and environmentally sustainable outdoor living products, including TimberTech® decking, Versatex® and AZEK® Trim, and StruXureTM pergolas. 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 AZEK Company Inc has an ESG Relevance Score of '4' for Financial Transparency due to material weaknesses in the company's internal controls and restatements of certain financial statements, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. 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 ----------- ------ -------- ----- The AZEK Group LLC LT IDR BB Affirmed BB senior secured LT BBB- New Rating RR1 The AZEK Company Inc LT IDR BB Affirmed BB BDC GROUP: KSB Loses Bid to Recognize Lien ------------------------------------------ Chief Judge Thad J. Collins of the United States Bankruptcy Court for the Northern District of Iowa denied Keystone Savings Bank's Motion to Recognize Lien and Motion for Summary Judgment in the bankruptcy case of BDC Group, Inc. The Official Committee of Unsecured Creditors filed an objection and a counter Motion for Summary Judgment. BDC filed for Chapter 11 bankruptcy on June 13, 2023. KSB moved the Court to recognize its security interests and its claim of a lien on the Debtor's Chapter 5 avoidance actions and proceeds. It then filed a Motion for Summary Judgment on the issue. KSB argues that BDC's multiple prepetition security agreements pledge substantially all its property -- including the bankruptcy Chapter 5 actions -- to secure debt owed to KSB. The Committee argued that Chapter 5 actions only come into being upon the commencement of the bankruptcy case, and there is no legal basis for KSB's security interests to reach them. The case converted to Chapter 7 and eventually the Chapter 7 trustee adopted the position of the Committee. The Court rejects KSB's arguments and concludes its lien rights do not extend to Chapter 5 avoidance actions. Because there are no disputes of material fact, the moving party must demonstrate that it "is entitled to judgment as a matter of law." The law is governed largely by the recent Eighth Circuit case, Pitman Farms v. ARKK Food Co. (In re Simply Essentials), 78 F.4th 1006 (8th Cir. 2023). In Simply Essentials, the Eighth Circuit held that avoidance actions are property of the estate that a trustee can sell under Sec. 541(a) of the Bankruptcy Code. In reaching its conclusion, the Eighth Circuit noted (in one of two holdings on property of the estate) that avoidance actions are property of the estate under Sec. 541(a)(1) because "the debtor has an inchoate interest in the avoidance actions prior to the commencement of the bankruptcy proceedings." This statement about "an inchoate interest in the avoidance actions" is the focus of the issue raised in this case. The parties argue about whether BDC's inchoate interest in avoidance actions before bankruptcy was sufficient to give KSB a lien on avoidance actions that arose after the case was filed through the pledge of "general intangibles." KSB seems to believe Simply Essentials defines the Debtor's inchoate property interest in avoidance actions as equating to a debtor's inchoate right to pursue and recover on those actions. Thus, KSB argues the Debtor assigned these rights prepetition to KSB as collateral, and KSB now controls or has a right to the recoveries on those actions. Judge Collins notes, "Simply Essentials says no such thing. The Eighth Circuit thus narrowly limited Debtor's right in those avoidance actions to the act of filing the bankruptcy, which triggers the ability to have those transfers possibly undone by the trustee or DIP for the benefit of all creditors. Nowhere does Simply Essentials say Debtor's pre-petition inchoate right extends to or matures into the Debtor's right to recovery of the value of avoidance. That is not possible under the law. Simply Essentials specifically limits the inchoate right of debtor to something that is essentially legal -- a right to file bankruptcy and invoke the Bankruptcy Code including its powers to have the trustee or DIP undo debtor's own transfers. Debtor's remaining inchoate right after invoking the Bankruptcy Code is limited to the remote right to participate in a distribution if enough recovery is made that all creditors are paid in full." KSB's entire argument hinges on an assumption that the pre-petition inchoate right of Debtor is much broader and includes the right to receive the trustee's avoidance recovery, which KSB can claim as part of its "general intangibles" collateral. According to Judge Collins, "The Eighth Circuit again, says no such thing. It simply reiterates the long-established law that the filing of bankruptcy creates Chapter 5 avoidance actions, places them under the exclusive control of the trustee or DIP (or a creditor the Court approves to act in the Trustee's place), and specifies the recovery is solely for the benefit of the estate -- and its creditors. The only thing the Debtor controls in any of this is simply the right to file bankruptcy -- a legal right to trigger the trustee's or DIP's rights to pursue these recoveries for the estate. When Debtor files, it gives those actions a chance to come into legal existence. It is the crucial and necessary step to allow the avoidance actions -- which could not exist pre-petition -- to exist. They come into existence solely by statute upon filing and solely for the benefit of the estate." A copy of the Court's decision dated September 10, 2024, is available at https://urlcurt.com/u?l=whpUcy About BDC Group BDC Group, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Iowa Case No. 23-00484) on June 13, 2023, with $10 million to $50 million in both assets and liabilities. Dennis Bruce, president, signed the petition. Judge Thad J. Collins oversees the case. The Debtor tapped Austin J. Peiffer, Esq., at AG & Business Legal Strategies as legal counsel and BerganKDV, LLC as accountant. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Smith Gambrell & Russell, LLP. BIG LOTS: Closes Nearly 300 Stores in Chapter 11 ------------------------------------------------ Katherine Rodriguez of NJ.com reports that Big Lots filed for Chapter 11 bankruptcy and is closing nearly 300 stores, including one in Woodbridge, New Jersey. After the chain filed for Chapter 11 bankruptcy, Big Lots transferred ownership of its stores and business operations to private equity firm Nexus Capital Management. The company's decision to file for Chapter 11 bankruptcy comes amid economic conditions such as "high inflation and interest rates," according to a press release from the company. "The prevailing economic trends have been particularly challenging to Big Lots, as its core customers curbed their discretionary spending on the home and seasonal product categories that represent a significant portion of the Company's revenue," the press release stated. While nearly 300 stores are already slated for closure, Big Lots also unveiled plans to close another roughly 250 stores by January 2025. It is unclear which store locations are part of the additional 250 slated for closure, but the nearly 300 stores already on track to close have been identified. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value. The Company is dedicated to being the big difference for a better life by delivering bargains to brag about on everything for the home, including furniture, decor, pantry and more. It fulfills its mission to help customers "Live BIG and Save LOTS" with sourcing strategies to grow extreme bargains through closeouts, liquidations, overstocks, private labels, and value-engineered products. The Big Lots Foundation, together with the Company's customers, associates, and vendors, has delivered more than $176 million of philanthropic support to critical needs in hunger, housing, healthcare, and education. On the Web: http://biglots.com/ On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus. BIG LOTS: Obtains Interim Okay to Access Portion of Financing ------------------------------------------------------------- Greg Chang of Bloomberg News reports that Big Lots said it got interim court approval to access a portion of its $707.5 million postpetition financing facilities. According to Bloomberg News, the financing, coupled with cash generated from ongoing operations, is expected to provide sufficient liquidity while it continues work to complete transaction with Nexus Capital Management. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value. The Company is dedicated to being the big difference for a better life by delivering bargains to brag about on everything for the home, including furniture, decor, pantry and more. It fulfills its mission to help customers "Live BIG and Save LOTS" with sourcing strategies to grow extreme bargains through closeouts, liquidations, overstocks, private labels, and value-engineered products. The Big Lots Foundation, together with the Company's customers, associates, and vendors, has delivered more than $176 million of philanthropic support to critical needs in hunger, housing, healthcare, and education. On the Web: http://biglots.com/ On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus. BIG LOTS: To Be Delisted From Nasdaq Effective Sept. 23 ------------------------------------------------------- The New York Stock Exchange disclosed in a 25-NSE Report that it has notified the Securities and Exchange Commission of its intention to remove the Common Stock of Big Lots, Inc. from listing and registration on the Exchange at the opening of business on September 23, 2024, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. The Exchange reached its decision that the Company is no longer suitable for listing pursuant to NYSE Listed Company Manual Section 802.01D after the Company's September 9, 2024 press release disclosure that the Company, together with each of its subsidiaries, initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. In reaching its delisting determination, the NYSE notes the uncertainty as to the ultimate effect of this process on the value of the Company's common shares. On September 9, 2024, the Exchange determined that the Company's Common Stock should be suspended from trading and directed the preparation and filing with the Commission of this application for the removal of the Common Stock from listing and registration on the NYSE. The Company was notified on September 9, 2024. The Company had a right to appeal to a Committee of the Board of Directors of the Exchange the determination to delist the Common Stock, provided it filed a written request for such a review with the Secretary of the Exchange within 10 business days of receiving notice of the delisting determination. On September 9, 2024, the Company notified the Exchange that it does not intend to appeal. Consequently, all conditions precedent under SEC Rule 12d2-2(b) to the filing of this application have been satisfied. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value. The Company is dedicated to being the big difference for a better life by delivering bargains to brag about on everything for the home, including furniture, decor, pantry and more. It fulfills its mission to help customers "Live BIG and Save LOTS" with sourcing strategies to grow extreme bargains through closeouts, liquidations, overstocks, private labels, and value-engineered products. The Big Lots Foundation, together with the Company's customers, associates, and vendors, has delivered more than $176 million of philanthropic support to critical needs in hunger, housing, healthcare, and education. On the Web: http://biglots.com/ On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The cases are being administered by the Honorable J. Kate Stickles. The Debtors tapped Davis Polk & Wardwell, LLP as legal counsel; Guggenheim Securities, LLC as financial advisor; AlixPartners, LLP as restructuring advisor; and A&G Real Estate Partners as real estate advisor. Kroll is the claims agent. Kirkland & Ellis serves as legal counsel to Nexus. BIOHARVEST SCIENCES: Recurring Losses Raise Going Concern Doubt --------------------------------------------------------------- BioHarvest Sciences Inc. disclosed in its unaudited interim condensed consolidated financial statements filed with the U.S. Securities and Exchange Commission for the three and six months ended June 30, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, it has incurred losses from operations since its inception. As of June 30, 2024, the Company has an accumulated deficit of $90,773,000. The Company generated negative cash flows from operating activities of $2,536,000 and a loss in the amount of $7,268,000 for the six months ended June 30, 2024. As of Aug. 29, 2024, the date of the issuance of these financial statements, the Company has not yet commenced generating sufficient sales to fund its operations, and therefore depends on fundraising from new and existing investors to finance its activities. These factors raise substantial doubt about the Company's ability to continue as a going concern. The company's management believes that the company will fund near term anticipated activities based on proceeds from capital fund raising and future revenues. A full-text copy of the Company's report filed on Form 6-K with the Securities and Exchange Commission is available at: https://tinyurl.com/pmaydrrd About BioHarvest Sciences Headquartered in Vancouver, British Columbia, Canada, BioHarvest Sciences Inc. is a biotechnology company that has developed the Botanical Synthesis Platform Technology, which enables the Company to grow, at an industrial scale, the active and beneficial ingredients in certain fruits and plants without the need to grow the plant itself. The Botanical Synthesis Platform Technology is the only non-genetically modified organism platform that can produce plant cells with significantly higher concentrations of active ingredients (as compared to those that are produced naturally), as well as extremely high levels of solubility and bio-availability. The Botanical Synthesis Platform Technology is economical, ensures consistency and avoids the negative environmental impacts associated with traditional agriculture by providing consistent product production, a year-round production cycle and products that are devoid of sugar, calories and contaminants, such as pesticides, heavy metals and residues. As of June 30, 2024, the Company had $27,014,000 in total assets, $20,312,000 in total liabilities, and $6,702,000 in total stockholders' equity. BIOMERICA INC: Haskell & White Raises Going Concern Doubt --------------------------------------------------------- Biomerica, Inc. disclosed in a Form 10-K Report filed with the U.S. Securities and Exchange Commission for the fiscal year ended May 31, 2024, that its auditor expressed substantial doubt about the Company's ability to continue as a going concern. Irvine, Calif.-based Haskell & White LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated August 28, 2024, citing that the Company has experienced recurring losses and negative cash flows from operations and has an accumulated deficit and limited liquid resources. These matters raise substantial doubt about the Company's ability to continue as a going concern. According to the Company, it has incurred net losses and negative cash flows from operations and has an accumulated deficit of approximately $48 million as of May 31, 2024. As of May 31, 2024, the Company had cash and cash equivalents of approximately $4,170,000 and working capital of approximately $5,527,000. On January 22, 2021, the Company filed a prospectus supplement to the base prospectus included in a registration statement filed with the SEC on July 21, 2020, and declared effective by the SEC on September 30, 2020, for purposes of selling up to $15,000,000 in "at-the-market" offerings, as defined in Rule 415 promulgated under the Securities Act. Under the ATM Offering, the sales agent uses commercially reasonable efforts to sell on the Company's behalf all the shares requested to be sold from time to time by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the agent and the Company. The Company has no obligation to sell any shares under the ATM Offering, and may at any time suspend offers under, or terminate the ATM Offering. During the year ended May 31, 2023, the Company sold 573,889 shares of its common stock at prices ranging from $3.15 to $4.26 pursuant to the ATM Agreement, which resulted in gross proceeds of approximately $2,014,000 and net proceeds to the Company of $1,961,000, after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $53,000. On March 7, 2023, the Company sold 3,333,333 shares of common stock in a firm commitment public offering at a gross sales price of $2.40 per share, with net total proceeds, after deducting issuance fees and expenses of $700,000, of approximately $7,300,000. As a result of this public offering, the Company terminated the ATM offering agreement. On September 28, 2023, the Company filed a "shelf" registration statement on Form S-3 with the SEC, allowing the Company to issue up to $20,000,000 in common shares. Under this registration statement, shares of its common stock may be sold from time to time for up to three years from the filing date. On May 10, 2024, the Company filed a prospectus supplement with the SEC, as part of the registration statement filed on September 28, 2023, which was declared effective on September 29, 2023. This supplement was intended to facilitate the sale of up to $5,500,000 in common stock through ATM offerings, as defined in Rule 415 under the Securities Act. As part of this transaction, the Company incurred $81,000 in deferred offering costs. The amount of capital that the Company can raise under the ATM offering is highly dependent upon the trading volume and the trading price of our stock. The average trading volume of our stock over the last three full calendar months is approximately 229,000 shares per day and the high and low trading price of our stock during the same period of time was $1.25 and $0.50, respectively. If its stock continues to trade at low volumes and price, the amount of capital that it can raise under the ATM offering will be constrained. The Company intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, sales and marketing activities, clinical studies and product development, acquisitions of assets, businesses, companies, or securities, capital expenditures, and working capital needs. As of May 31, 2024 and 2023, the Company had cash and cash equivalents of approximately $4,170,000 and $9,719,000, respectively. As of May 31, 2024 and 2023, the Company had working capital of approximately $5,527,000 and $10,852,000, respectively. The Company's ability to continue as a going concern over the next 12 months is influenced by several factors, including: * Its need and ability to generate additional revenue from international opportunities and its new product launches; * Its need to access the capital and debt markets to meet current obligations and fund operations; * Its capacity to manage operating expenses and maintain gross margins as we grow; and * Its ability to retain key employees and maintain critical operations with a substantially reduced workforce. Management has analyzed the Company's cash flow requirements through August 2025 and beyond. Based on this analysis, it believe its current cash and cash equivalents are insufficient to meet its operating cash requirements and strategic growth objectives for the next twelve months. To address its capital needs and sustain operations beyond the next year, the Company are actively pursuing strategies to increase sales, reduce expenses, sell non-core assets, seek additional financing through debt or equity, and seek other strategic alternatives. While it is committed to these plans, there is no assurance that these efforts will be successful or sufficient to meet its capital requirements. These factors raise substantial doubt about the Company's ability to continue as a going concern. Its future viability depends on the successful execution of its strategic plans, securing additional financing, and achieving profitable operations. A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/h2j4whcu About Biomerica, Inc. Irvine, Calif.-based Biomerica, Inc. is a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products. Its diagnostic test kits are utilized in the analysis of blood, urine, nasal, or fecal samples for the diagnosis of various diseases, food intolerances, and other medical conditions. As of May 31, 2024, the Company had $9.3 million in total assets, $2.7 million in total liabilities, and $6.6 million in total stockholders' equity. BUCA TEXAS: Hires Gordon Brothers as Real Estate Consultant ----------------------------------------------------------- BUCA Texas Restaurants LP and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Gordon Brothers Realty Services, LLC as their real estate consultant. The firm will render these services: a. meet with the Debtors to ascertain their goals, objectives, and financial parameters; b. mutually agree with the Debtors with respect to a strategic plan for restructuring the Leases; c. on the Debtors' behalf, negotiate the terms of restructuring agreements with the landlords under the Leases in accordance with the Strategy; d. if requested by the Debtors, negotiate with landlords to assist the Debtors in obtaining landlord consents to extensions of the assumption or rejection period; e. assist the Debtors in reviewing and finalizing documentation related to restructuring agreements with respect to the Leases; f. work with the Debtors and their advisors to provide reporting and supporting market data as necessary for the Debtors to evaluate Lease modifications, landlord consents and other proposals; and g. provide weekly update reports periodically to the Debtors regarding the status of the foregoing services. The firm will be paid as follows: a. Engagement Fee. The Debtors shall pay Gordon Brothers an initial fee of $35,000 immediately upon entry of the Order. The Initial Fee shall be earned in full upon receipt and shall be non-refundable. b. Restructured Lease Savings Fee. If the Debtors enter into an agreement that has the effect of modifying the terms of any Lease (a "Restructured Lease"), the Debtors shall pay Gordon Brothers as follows: 1. For any deferral of future rent or any further deferral of rent that is past due, a fee equal to $1,500 plus 2.5 percent of the amount of rent deferred thereunder; 2. For any extension of lease term, a fee equal to the greater of $2,000 or 4 percent of Restructured Lease Savings generated therefrom; 3. For all other monetary modifications, a fee equal to $2,000 plus 4 percent of Restructured Lease Savings generated therefrom; and 4. For all other non-monetary modifications, a fee equal to $1,500 subject to a cap of $3,000 per Restructured Lease if there are multiple non-monetary changes. c. Landlord Payments and Capital Improvement Fees. If the Debtors obtain any payments from landlords or capital improvement contributions, including but not limited to one-time cash payments, landlord-completed capital improvements made to a property that directly benefit the Debtors or reimbursement of capital improvements made to the property and paid for by the Debtors, the Debtors shall pay Gordon Brothers a fee equal to 4 percent of the amount of such payment or capital improvement contribution. d. Time Extension to Assume or Reject a Lease Fee. For each time extension to assume or reject any Lease negotiated by Gordon Brothers, Gordon Brothers will earn and be paid a fee of $500. Any fee under this section shall be paid at the time extension is secured. e. Expenses. All Expenses shall be borne by the Debtors, and Gordon Brothers shall be entitled to reimbursement from the Company for all Expenses. Billing for expense reimbursement shall be monthly and invoices are due not later than thirty (30) days after the date of invoice. f. Payment of Fees. Gordon Brothers shall be entitled to its fees in accordance with the fee structure summarized above once the Debtors and landlord approve the terms of a proposed transaction in writing and the Debtors begin to receive the benefit of the terms thereof (a "Triggering Event"). Other than fees for non-monetary Lease modifications or extensions of time to assume or reject a Lease, which shall be paid within five (5) business days of receipt of an invoice, unless otherwise stated above, the Debtors shall pay Gordon Brothers fifty percent (50 percent) of its earned fees upon a Triggering Event and the remaining fifty percent (50 percent) upon assumption of the applicable Lease. Gordon Brothers is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David Braun Gordon Brothers Realty Services, LLC 101 Huntington Ave Suite 1100 Boston, MA 02199 Phone: (516) 375-7739 Email: dbraun@gordonbrothers.com About Buca di Beppo Founded in Minneapolis in 1993, Buca di Beppo restaurants embody the Italian traditions of food, friendship, fun, celebration, and hospitality. Dishes enjoyed for generations in villages throughout Italy inspire the menu, which features both Northern and Southern Italian favorites and delicious cocktails inspired by the region. While the food has pleased millions of palates from coast-to-coast, Buca di Beppo is equally famous for its quirky decor and upbeat atmosphere. For more information, visit bucadibeppo.com and follow along on Facebook, Instagram, TikTok or Twitter @bucadibeppo. Buca di Beppo sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80058) on August 5, 2024. In the petition filed by William Snyder, as chief restructuring officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. The Debtor is represented by Amber Michelle Carson, Esq. at Gray Reed & McGraw LLP. BUCA TEXAS: Seeks to Hire Gray Reed as Bankruptcy Counsel --------------------------------------------------------- BUCA Texas Restaurants LP and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Gray Reed as their counsel. The firm's services include: a) advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses; b) advising and consulting on the conduct of these Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; c) attending meetings and negotiating with representatives of creditors and other parties in interest; d) taking all necessary actions to protect, preserve, and maximize the value of the Debtors' estates; e) preparing pleadings in connection with these Chapter 11 cases; f) representing the Debtors in connection with obtaining authority to continue using cash collateral and securing postpetition financing; g) appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; h) taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and i) performing all other necessary legal services for the Debtors in connection with their Chapter 11 cases that the Debtors determine necessary and appropriate. The firm will be paid at these rates: Jason S. Brookner, Partner $985 per hour Aaron M. Kaufman, Partner $820 per hour Micheal W. Bishop, Senior Counsel $795 per hour Amber M. Carson, Partner $710 per hour Emily F. Shanks, Associate $550 per hour Blake M. Bryan, Associate $390 per hour Veronica Salazar, Paralegal $370 per hour Prior to the Petition Date, Gray Reed received two retainer installments of $350,000 and $70,129.95, respectively, for a total of $420,129.95. The following is provided in response to the request for additional information set forth in paragraph D.1 of the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases: Question: Did the Firm agree to any variations from, or alternatives to, the Firm's standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the Firm professionals included in this engagement vary their rate based on the geographical location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Gray Reed in representing the Debtors are consistent with the rates that Gray Reed charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If the Firm has represented the Debtors in the 12 months prepetition, disclose the Firm's 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: Gray Reed represented the Debtors during the weeks immediately prior to the Petition Date, using the same hourly rates as disclosed, and such rates have not changed postpetition. Question: Have the Debtors approved the Firm's prospective budget and staffing plan, and if so, for what budget period? Answer: Gray Reed has provided a good faith estimate of its expected fees and expenses during the course of these Chapter 11 cases, along with the staffing plan outlined in the Application. The Debtors incorporated such good faith estimates into an Approved Budget filed in relation to their DIP financing motion. Amber Carson, Esq., a partner at Gray Reed, 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: Jason S. Brookner, Esq. Micheal W. Bishop, Esq. Amber M. Carson, Esq. Emily F. Shanks, Esq. 1601 Elm Street, Suite 4600 Dallas, TX 75201 Telephone: (214) 954-4135 Facsimile: (214) 953-1332 Email: jbrookner@grayreed.com mbishop@grayreed.com acarson@grayreed.com eshanks@grayreed.com About Buca di Beppo Founded in Minneapolis in 1993, Buca di Beppo restaurants embody the Italian traditions of food, friendship, fun, celebration, and hospitality. Dishes enjoyed for generations in villages throughout Italy inspire the menu, which features both Northern and Southern Italian favorites and delicious cocktails inspired by the region. While the food has pleased millions of palates from coast-to-coast, Buca di Beppo is equally famous for its quirky decor and upbeat atmosphere. For more information, visit bucadibeppo.com and follow along on Facebook, Instagram, TikTok or Twitter @bucadibeppo. Buca di Beppo sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80058) on August 5, 2024. In the petition filed by William Snyder, as chief restructuring officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. The Debtor is represented by Amber Michelle Carson, Esq. at Gray Reed & McGraw LLP. BUCA TEXAS: Seeks to Hire Stout Capital LLC as Investment Banker ---------------------------------------------------------------- BUCA Texas Restaurants LP and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Stout Capital, LLC as their investment banker. The firm's services include: a) assisting the Debtors in the development and distribution of selected information, documents, and other materials, including, if appropriate, advising the Debtors in the preparation of an offering memorandum; b) assisting the Debtors in evaluating indications of interest and proposals regarding any Transaction(s) from current and/or potential lenders, equity investors, acquires and/or strategic partners; c) assisting the Debtors with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); d) providing expert advice and testimony regarding financial matters related to any Transactions(s), if necessary; e) attending meetings of the Debtors' Board or Directors, creditor groups, official constituencies and other interested parties, as the Debtors and Stout mutually agree; and f) providing such other investment banking services as may be required by additional issues and developments. The firm will be paid as follows: a) Initial Fee. In addition to the other fees provided for, upon the execution of this Agreement, the Debtors shall pay Stout a nonrefundable cash fee of $50,000, which shall be earned upon Stout's receipt thereof in consideration of Stout accepting this engagement; b) Monthly Fee. Upon the first monthly anniversary of the Effective Date, and on every monthly anniversary of the Effective Date during the term of the Engagement Letter, the Debtors shall pay Stout in advance, without notice or invoice, a nonrefundable cash fee of $50,000. In the event of a Transaction which is consummated pursuant to a credit bid from the Debtors' secured lender, all of the Monthly Fees previously paid to Stout shall be credited against the next Transaction Fee to which Stout becomes entitled hereunder, except that, in no event, shall such Transaction Fee be reduced below zero; and c) Transaction Fee. Upon the closing of each Transaction, Stout shall earn, and the Debtors shall thereupon pay immediately and directly from the gross proceeds of such Transaction, as a cost of such Transaction, a cash fee equal to $500,000 plus an amount, if any, equal to 3.5 percent of the Aggregate Gross Consideration above $20 million. However, in the event a Transaction is consummated with the Debtors' secured lender pursuant to a credit bid in which no third-party final bids have been received which are deemed to be "qualified" by the Debtors, then the Transaction Fee shall be $500,000 (less Monthly Fees previously paid to Stout) regardless of the amount of such credit bid. For purposes of clarity, Stout shall not be entitled to a Transaction Fee in connection with a non-going concern sale solely consisting of a liquidation of the Debtors' assets. Luis Pillich, managing director at Stout, disclosed that Stout is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code. The firm can be reached through: Luis Pillich Stout Capital, LLC 1818 Market Street, Suite 3150 Philadelphia, PA 19103 Tel: (267) 571-4597 Fax: (866) 628-5831 Email: lpillich@stout.com About Buca di Beppo Founded in Minneapolis in 1993, Buca di Beppo restaurants embody the Italian traditions of food, friendship, fun, celebration, and hospitality. Dishes enjoyed for generations in villages throughout Italy inspire the menu, which features both Northern and Southern Italian favorites and delicious cocktails inspired by the region. While the food has pleased millions of palates from coast-to-coast, Buca di Beppo is equally famous for its quirky decor and upbeat atmosphere. For more information, visit bucadibeppo.com and follow along on Facebook, Instagram, TikTok or Twitter @bucadibeppo. Buca di Beppo sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80058) on August 5, 2024. In the petition filed by William Snyder, as chief restructuring officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. The Debtor is represented by Amber Michelle Carson, Esq. at Gray Reed & McGraw LLP. BUCA TEXAS: Seeks to Hire William Snyder of CR3 Partners as CRO --------------------------------------------------------------- BUCA Texas Restaurants LP and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire CR3 Partners, LLC to provide a chief restructuring officer and certain additional personnel and designate William Snyder as CRO. The firm will render these services: a. provide William Snyder as CRO for the Debtors, with such role encompassing the responsibilities and authorities, and reporting to the Debtors' governing boards; b. assist the Debtors with First Day Order data collection and ongoing financial reporting; c. provide support and assistance to the Debtors and the Debtors' other professionals in connection with execution of the Debtors' business plan, reorganization plan, any sales process, and the overall administration of activities within the chapter 11 proceeding; d. provide oversight and assistance in connection with the preparation of financial reporting and related disclosures required by the bankruptcy court; e. provide oversight and assistance in connection with the preparation of financial information for distribution to creditors and others; f. evaluate and make recommendations as needed to maximize the value of the Debtors' assets; g. provide assistance in connection with the preparation of analysis of creditor claims; h. provide assistance in connection with the evaluation and analysis of avoidance actions; i. provide testimony in litigation/bankruptcy matters as required; j. assist with the preparation of reports for, and communications with, the Bankruptcy Court, creditors, and any other constituents; k. evaluate the cash flow generation capabilities of the Company for valuation maximization opportunities; l. provide assistance in connection with communications and negotiations with constituents including investors and other critical constituents to the successful restructuring of the Company, as well as to directly communicate with stakeholders where appropriate, and to establish communication protocols; m. assist in development and support of a plan of reorganization, the preparation of information and analysis necessary for the development of a plan and disclosure statement, and confirmation of a plan in the chapter 11 proceeding; and n. perform other tasks as directed by the Debtors' governing boards and agreed to by CR3, including all tasks necessary to facilitate the Debtors' restructuring, or in keeping with CR3's ethical responsibilities, in CR3's sole discretion. The firm will be compensated as follows: a. A non-contingent fee based on the number of hours worked at CR3's standard hourly billing rate. Standard hourly rates for the individuals who may work on this engagement range from $350 to $1,295. b. Expense reimbursement for all of CR3's reasonable out-of-pocket and direct expenses incurred in connection with the Services. William Snyder, a partner of C3, assured the court that the firm does not represent or hold any interest materially adverse to the interest of the Debtor or its estate. The firm can be reached through: William Snyder CR3 Partners, LLC 13355 Noel Road, Suite 2005 Dallas, TX 75240 Phone: (214) 415-7167 Email: william.snyder@cr3partners.com About Buca di Beppo Founded in Minneapolis in 1993, Buca di Beppo restaurants embody the Italian traditions of food, friendship, fun, celebration, and hospitality. Dishes enjoyed for generations in villages throughout Italy inspire the menu, which features both Northern and Southern Italian favorites and delicious cocktails inspired by the region. While the food has pleased millions of palates from coast-to-coast, Buca di Beppo is equally famous for its quirky decor and upbeat atmosphere. For more information, visit bucadibeppo.com and follow along on Facebook, Instagram, TikTok or Twitter @bucadibeppo. Buca di Beppo sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80058) on August 5, 2024. In the petition filed by William Snyder, as chief restructuring officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. The Debtor is represented by Amber Michelle Carson, Esq. at Gray Reed & McGraw LLP. CAIDLAKE TRANSPORT: Amends Plan to Include Workers Compensation Pay ------------------------------------------------------------------- Caidlake Transport, Inc., submitted a Second Amended Plan of Reorganization dated August 15, 2024. This Plan of Reorganization proposes to pay to Creditors from future revenues. The Plan provides for payments to secured creditors and to unsecured creditors. Agreements with entities which have loaned monies to the Debtor to purchase equipment will be modified. As to be more particularly set forth, the Debtor will assume certain Executory Contracts (coal hauling); Factoring Agreement; and Management for the Debtor will remain the same. The Amendments to this Plan are identified as Treatment of Post Petition Personal Expenses; Post Petition Financing; Revised Liquidation Analysis; and a Motion to be filed to enter into a Post Petition Executory contract. These Executory Contract will be with Midwest Tanker to allow the Debtor to lease a chemical tank trailer to be used to haul hazardous chemicals. The Debtor does have a chemical license. The Second Amended Plan provides for revised treatment of Bank of Mingo; revised treatment of First Community Bank; clarification of payment to the SBA and insert regarding the late filed claim of the West Virginia Workers Compensation; clarification and treatment of Commercial Credit Group; and a section stating how reimbursement would be made to the Bankruptcy estate by the Clines, individually. The projections have also been revised. Class S-1 consists of the Secured Claim of Bank of Mingo. The Debtor will pay Bank of Mingo $1,000 per month for use of the garage, parking area owned by the Clines individually, but subject to a lien in favor of Bank of Mingo. Pre-petition, the obligation had become due and the bank has agreed to accept payments over a period of seven years at interest at the rate of 7% per annum. The Debtor will assume the lease with the Clines individually, who own the property. Class S-7 is the claim of Commercial Credit Group; the Debtor acknowledges that the claim is secured by a 2011 Peterbilt and a 2024 Peterbilt (collateral) ("Stipulation"). Commercial Credit is deemed to have had a secured claim in the amount of $359,384 as of Petition Date. Commercial Credit shall retain liens on the collateral until its secured claim has been paid in full and Commercial Credit Group's Pre Petition Agreements shall remain in full effect except as modified. Class S-8 is the claim of the Small Business Administration. The SBA and the Debtor have reached an agreement on the default of the Note and Security Agreement and will be resolved as follows: The Debtor will cure the May 24, 2024 and June 2024 defaults totaling $10,160 within 180 days of entry of this Order. The SBA will agree to allow the Debtor to cure the remaining default, based on the total default amount as of July 4, 2024 of $60,960 and $50,800 (ten monthly payments) will be placed at the end of the term of the Note and Security Agreement; and Debtor will amend its Plan reflecting the correct monthly payment of $5,080. Class S-9 is the claim of Community Trust Bank. The Debtor has assumed the original contractual terms and will make payments under the original contract until the obligation is fully paid and satisfied. Class P-3 is the Claim of West Virginia Workers Compensation and ill be paid at the rate of $500 per month, exclusive of penalties. This was a late filed claim, but is a nondischargable obligation pursuant to the provisions of Section 507. The Debtor will commence making its Plan payments on the first day of the calendar month following the effective date of the Plan. It will fund the Plan payments from collection of accounts receivable derived from haul jobs. A full-text copy of the Second Amended Plan dated August 15, 2024 is available at https://urlcurt.com/u?l=VkQmHR from PacerMonitor.com at no charge. About Caidlake Transport Caidlake Transport, Inc., a company in Chapmanville, W.Va., filed Chapter 11 petition (Bankr. S.D. W.Va. Case No. 23-20198) on Nov. 14, 2023, with $1 million to $10 million in assets and $500,001 to $1 million in liabilities. Robbie Cline, president, signed the petition. Judge B. McKay Mignault oversees the case. The Debtor tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee as its legal counsel. CDO LONESTAR: Updates Restructuring Plan Disclosures ---------------------------------------------------- CDO Lonestar Investments LLC submitted an Amended Disclosure Statement describing Amended Plan of Reorganization dated August 15, 2024. The Debtor's sole asset is the Real Property. Debtor believes the Real Property has a value of $7,000,000.00. The source of this value is based on recent comparable sales of similar commercial real property. As the total of all claims asserted against the Real Property do not exceed $5,000,000.00, Debtor believes the sale or liquidation of the Real Property, if necessary, will generate sale proceeds sufficient to pay all claims and administrative expenses leaving funds available for Debtor's equity holders. The Plan provides that the Debtor shall have 180 days from the Effective Date of the Plan to sell the Real Property for an amount sufficient to pay the secured and priority claims asserted against the Debtor. As required by the Code, the Plan places claims and equity interests in various classes and describes the treatment each class will receive. The Plan also states whether each class of claims or equity interests is impaired or unimpaired. If the Plan is confirmed, your recovery will be limited to the amount provided by the Plan. The Debtor does not have any General Unsecured Claims. Members are to retain all equity interest. Payments and distributions under the Plan will be funded from the closing of the refinance loan or sale of the Real Property. A full-text copy of the Amended Disclosure Statement dated August 15, 2024 is available at https://urlcurt.com/u?l=9HhOIc from PacerMonitor.com at no charge. Counsel to the Debtor: Morris E. White III, Esq. VILLA & WHITE, LLP 1100 NW Loop 410 #802 San Antonio, TX 78213 Telephone: (210) 225-4500 Facsimile: (210) 212-4649 Email: treywhite@villawhite.com About CDO Lonestar Investments CDO Lonestar Investments LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). CDO Lonestar Investments LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50672) on April 18, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Christopher Owens as member. Judge Michael M. Parker presides over the case. Morris E. "Trey" White, III, Esq. at Villa & White LLP, is the Debtor's counsel. CHIPLEY'S FAMILY: CFG, VOX Must Face Subchapter V Trustee's Suit ----------------------------------------------------------------- Judge John T. Laney, III of the United States Bankruptcy Court for the Middle District of Georgia denied the motions filed by CFG Merchant Solutions, LLC and VOX Funding, LLC to dismiss the adversary proceedings initiated by Jenny Walker, as Subchapter V Trustee for Chipley's Family Restaurant, LLC and Corner Oyster House, LLC. The Defendants argue that venue is improper in these cases based on 28 U.S.C. Sec. 1409(b). On May 1, 2024, the Trustee commenced several adversary proceedings on behalf of Chipley's Family Restaurant, LLC and Corner Oyster House, LLC including the cases against CFG Merchants and VOX Funding. The Trustee seeks to recover $8,000 from CFG Merchant Solutions and $8,307 from VOX Funding. The Defendants moved the Court to dismiss their respective adversary proceedings under the Federal Rules of Bankruptcy Procedure Rule 7012 which, in part, incorporates Federal Rules of Civil Procedure Rule 12(b). Specifically, the Defendants filed their motions to dismiss under Federal Rules of Civil Procedure Rule 12(b)(1), (3), and (6). The Court asked the parties to brief and present arguments as the Defendants' Rule 12(b)(3) claims, reserving the right to hear the parties' other arguments after resolving this issue. After the parties briefed the issue to the Court, the Court heard oral arguments on September 3, 2024, and took the matter under advisement. The Defendants contend that 28 U.S.C. Sec. 1409(b) bars the Plaintiff from commencing this lawsuit under 11 U.S.C. Sec. 548 because the requested amount for damages in each case is for less than $25,000. The Defendants argue a recent update to the statute's legislative history includes evidence that Congress's omission of the phase "arising under" was unintentional and the Court should decide Plaintiffs' lawsuits are in the improper venue. The Plaintiff argues that the plain language of the statue does not support the Defendants' position. The Court finds that the statue's plain language is clear and venue for these cases is proper. The Court denies the Defendants' motions as to their arguments under Rule 12(b)(3). A copy of the Court's decision dated September 6, 2024, is available at https://urlcurt.com/u?l=lVurwr About Chipley's Family Restaurant Chipley's Family Restaurant, LLC owns and operates restaurants known as Eddie Mae's Country Kitchen and Louise's Cafeteria. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-40451) on Aug. 4, 2023, with up to $100,000 in assets and up to $500,000 in liabilities. Boyer Terry, LLC represents the Debtor as legal counsel. CINEMOI NORTH AMERICA: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------------- The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Cinemoi North America, LLC. The committee members are: 1. Filmise, Inc. Attn: Vince Ravine, Esq. Law Offices of Vince Ravine, PC 17879 Ridgeway Road Granada Hills, CA 91344 vince@vravinelaw.com Tel: (818) 488-9164 2. Shihyun Austin Lee 512 Griswold St., Apt. #5 Glendale, CA 91205 Shihyun.lee13@gmial.com Tel: (845) 826-3310 3. Jessica Torres 604 E. 103RD St. Los Angeles, CA 90002 Jessicatt16@gmail.com Tel: (323) 337-4097 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 Cinemoi North America Cinemoi North America is a lifestyle, fashion, and film cable network operator in Agoura Hills, Calif. Cinemoi North America sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11290) on August 6, 2024, with $10 million to $50 million in both assets and liabilities. Judge Martin R. Barash handles the case. The Debtor is represented by Sandford L. Frey, Esq., at Leech Tishman Fuscaldo & Lampl, Inc. CLARITY DIAGNOSTICS: Hires Shraiberg Page as Bankruptcy Counsel --------------------------------------------------------------- Clarity Diagnostics, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Shraiberg Page P.A. as its general bankruptcy counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary. The firm will be paid at these rates: Bradley S. Shraiberg $650 per hour Attorneys $325 to $650 per hour Legal Assistants $275 per hour The firm received a retainer in the amount of $49,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner at Shraiberg Page 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: Bradley S. Shraiberg, Esq. Shraiberg Page P.A. 2385 N.W. Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 About Clarity Diagnostics, LLC Clarity Diagnostics is a manufacturer of point of care rapid diagnostic tests, diagnostic equipment, and over-the-counter diagnostic tests that are targeted toward the Continuum of Care, Alternative Care, Acute Care, Laboratory, and OTC markets. Clarity Diagnostics, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. S.D. Fla. Case No. 24-18938) on August 30, 2024. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Richard Simpson as president. Judge Erik P Kimball presides over the case. Bradley S. Shraiberg, Esq. at SHRAIBERG PAGE PA represents the Debtor as counsel. CLYDE, TX: S&P Lowers 2023A/B GO Rating to 'B-', Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered its rating to 'B-' from 'B' on the City of Clyde, Texas' series 2023A and 2023B general obligation (GO) refunding bonds and series 2010 and 2023 combination tax and surplus revenue certificates of obligations. The outlook is negative. The rating reflects the application of our "Methodology For Rating U.S. Governments," published Sept. 9, 2024, on RatingsDirect. "The lowered rating reflects our view of the city's optimistic revenue projections and unplanned asset failures, which we believe could lead to further financial distress despite recent property tax and utility user rate increases," said S&P Global Ratings credit analyst Misty Newland. "The negative outlook reflects our view that the city's liquidity will be constrained over the near-term given numerous repayment obligations. Clyde intends to secure a revenue anticipation note (RAN) to repay bond insurers, and when combined with ongoing emergency infrastructure repairs and the cost of water purchases from the City of Abilene to meet customer demand there will be an ongoing strain on cash. This strain will be exacerbated by the need to use tax revenues, when received, to pay off the RAN. In addition, the city's revenue-raising and expenditure reduction efforts, although significant, could be inadequate to return to the budget to structural balance. In our view, the revenue projections appear optimistic and since the city has not fully identified its asset maintenance needs or identified funding for needed water supply capacity expansion, there is no guarantee that Clyde will be able to balance its financial operations. "We could consider lowering the rating if the city fails to make additional debt obligation payments, liquidity weakens further, or demonstrates an inability to effectively plan and pay for necessary utility or other infrastructure. "We could consider revising the outlook to stable if liquidity and budget oversight improves with progress toward returning the operating budget to structural balance, including its capital needs." COMMSCOPE HOLDING: The Vanguard Group Holds 10.67% Stake -------------------------------------------------------- The Vanguard Group disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of August 30, 2024, it beneficially owned 23,038,548 shares of CommScope Holding Company, Inc.'s common stock, representing 10.67% of the shares outstanding. A full-text copy of The Vanguard Group's SEC Report is available at: https://tinyurl.com/mrxavhbm About CommScope Holding Headquartered in Hickory, North Carolina, CommScope Holding Company, Inc. -- https://www.commscope.com/ -- is a global provider of infrastructure solutions for communication, data center, and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone, and digital broadcast satellite operators, as well as media programmers, to deliver media, voice, Internet Protocol (IP) data services, and Wi-Fi to their subscribers. This allows enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. CommScope reported a net loss of $1.45 billion in 2023, a net loss of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and a net loss of $573.4 million in 2020. * * * As reported by the TCR on Nov. 22, 2023, S&P Global Ratings lowered its issuer credit rating on CommScope to 'CCC' from 'B-' and removed the ratings from CreditWatch with negative implications, where they were placed on Oct. 31, 2023. S&P revised the outlook to negative. The negative outlook reflects S&P's view that CommScope's expected weak financial performance, with leverage above the 10x area and low FOCF generation in 2023 and 2024, will increase the risk of a distressed exchange or buyback within the next 12 months to address upcoming maturities. As reported by the TCR on March 15, 2024, Moody's Ratings downgraded CommScope's ratings, including the corporate family rating to Caa2 from B3. The ratings downgrade primarily reflects the increasing risk of a capital restructuring, including a distressed exchange of some or all of the company's debt, with maturities approaching, including the company's senior notes in June 2025 and secured debt in March and April of 2026. CONNEXA SPORTS: Posts $4.2 Million Net Loss in Q1 2024 ------------------------------------------------------ Connexa Sports Technologies Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.2 million on $704,899 of net sales for the three months ended July 31, 2024, compared to a net loss of $846,765 on $3.1 net sales for the same period in 2023. The Company had an accumulated deficit of $171.6 million as of July 31, 2024, and more losses are anticipated in the development of the business. As of July 31, 2024, the Company had $23.2 million in total assets, $13.7 million in total liabilities, and $9.4 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3u6xpyka About Connexa Sports Headquartered in Windsor Mill, Maryland, Connexa Sports Technologies Inc. -- www.connexasports.com -- is a connected sports company delivering products, technologies, and services across a range of activities in sports. Connexa's mission is to reinvent sports through technological innovation driven by an unwavering focus on today's sports consumer. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated July 24, 2024, citing that the Company suffered an accumulated deficit of $(167,387,028), net loss of $(15,636,418), and decline in net sales. These matters raise substantial doubt about the Company's ability to continue as a going concern. Connexa Sports reported a net loss of $15.64 million for the year ended April 30, 2024, compared to a net loss of $71.15 million for the year ended April 30, 2023. CORETEC GROUP: Core SS LLC Holds 62.21% Equity Stake ---------------------------------------------------- Core SS LLC disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of August 21, 2024, they beneficially owned 688,944,244 shares of The Coretec Group Inc.'s common stock, par value $0.0002 per share issued to Core SS LLC, in connection with the certain Share Exchange Agreement. Ho Seok (Roberto) Kim is the Managing Director of Core SS LLC. The ownership representing 62.21% of the shares, calculated based on 1,107,432,606 shares of Common Stock outstanding as of September 10, 2024. On August 21, 2024, the Coretec Group closed the transaction contemplated by that certain Share Exchange Agreement, dated March 1, 2024, by and among the Coretec Group, Core Optics, LLC, a Virginia limited liability company, Core Optics Co., Ltd., a Republic of Korea corporation and Core SS LLC, a Virginia limited liability company), as amended by the Amendment to the Share Exchange Agreement dated June 27, 2024, and as further amended by the Second Amendment to the Share Exchange Agreement dated July 31, 2024. Pursuant to the Transaction Documents, the Member agreed to sell all its membership interests in Core Optics to the Coretec Group in exchange for the Coretec Group's issuance of 10,000,000 Series C Convertible Preferred Stock, par value $0.0002 per share to the Member, and issuance of an aggregate of 713,694,244 shares of Common Stock to the Member and its designees, of which 688,944,244 were issued to the Member upon closing. Core Optics became a wholly-owned subsidiary of the Coretec Group and the Member beneficially owns approximately 62.21% of the Company's issued and outstanding shares of Common Stock. However, pursuant to the Member's ownership of the 10,000,000 shares of the Series C Preferred Stock, wherein each share of the Series C Preferred Stock is convertible into 230 shares of Common Stock, the Member beneficially owns approximately 87.72% of the Company's issued and outstanding shares of Common Stock, on an as-converted basis, and assuming availability of all such shares issuable on conversion. In connection with the Agreement, Core SS LLC also entered into a lock-up agreement with the Coretec Group that provides that the Member will be unable to sell any shares of Common Stock for a period of six months, under the terms of the lock-up agreement. A full-text copy of Core SS' SEC Report is available at: https://tinyurl.com/4kt4s5t7 About The Coretec Group The Coretec Group is an Ann Arbor, Michigan-based company that owns intellectual property and patents related to the production and application of engineered silicon to enable new technologies and improve the lifespan and performance of a variety of materials in a range of industries. The Company is exploring opportunities to use its silicon discoveries and developments to improve the performance of lithium-ion batteries, solid-state LED lights, and semiconductors, among other technologies. It is also exploring ways to use its intellectual property to develop optical plastics to advance the development of its CSpace 3D imaging chamber. Tulsa, Oklahoma-based HoganTaylor LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has insufficient revenue and capital commitments to fund the development of its planned products, pay current operating expenses, and meet debt commitments beyond a year following the issuance of these financial statements. This raises substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, Coretec Group reported a net loss of $2,307,639, compared to a net loss of $2,863,324 for the same period in 2022. As of June 30, 2024, Coretec Group had $1,345,128 in total assets, $1,988,079 in total liabilities, and $642,951 in total stockholders' deficit. COTTLE CHRISTI: Seeks to Hire Matthew M. Johnson as Co-Counsel -------------------------------------------------------------- Cottle Christi L, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Matthew M. Johnson, Esq. as its co-counsel. Mr. Johnson will assist Caldwell and Riffee, PLLC, in connection with the administration of this case. Mr. Johnson will work under the supervision of Joseph W. Caldwell, Esq. Mr. Johnson's work will include assisting in communication with the principals of the Debtor, filing monthly operating reports, maintaining necessary and regular contact with the client, and performing other legal services as requested. Mr. Johnson will charge $200 per hour for his services. Mr. Johnson assured the court that he is a "disinterested person" as that term is defined in 11 U.S.C. 101(14). Mr. Johnson can be reached at: Matthew M. Johnson, Esq. 3818 MacCorkle Ave., SE Charleston, WV 25304 Phone: (304) 942-8372 Email: Mmjesq24@gmail.com About Cottle Christi L, LLC Cottle Christi L, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00295) on June 16, 2023, with $1 million to $10 million in both assets and liabilities. Christi L. Walls, owner and managing member, signed the petition. Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's legal counsel. COTTLE LLC: Seeks to Hire Matthew M. Johnson as Co-Counsel ---------------------------------------------------------- Cottle, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Matthew M. Johnson, Esq. as its co-counsel. Mr. Johnson will assist Caldwell and Riffee, PLLC, in connection with the administration of this case. Mr. Johnson will work under the supervision of Joseph W. Caldwell, Esq. Mr. Johnson's work will include assisting in communication with the principals of the Debtor, filing monthly operating reports, maintaining necessary and regular contact with the client, and performing other legal services as requested. Mr. Johnson will charge $200 per hour for his services. Mr. Johnson assured the court that he is a "disinterested person" as that term is defined in 11 U.S.C. 101(14). Mr. Johnson can be reached at: Matthew M. Johnson, Esq. 3818 MacCorkle Ave., SE Charleston, WV 25304 Phone: (304) 942-8372 Email: Mmjesq24@gmail.com About Cottle, LLC Cottle, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00296) on June 16, 2023, with $1 million to $10 million in both assets and liabilities. Larry D. Cottle, owner and managing member, signed the petition. Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's legal counsel. DIGITAL ALLY: Secures Additional $265K Financing From Mosh Man -------------------------------------------------------------- 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. DRAGON BUYER: S&P Assigns 'B-' Long-Term ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' long-term issuer credit rating to cloud-based digital banking solutions provider Dragon Buyer Inc. S&P also assigned its 'B-' issue-level and '3' recovery ratings to its proposed debt. The '3' recovery rating reflects its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation for the company to reduce leverage toward the low-7x area by the end of 2025 primarily due to realizing cost savings as well as meaningful step downs in capitalized software development costs (which are deducted from EBITDA on an S&P Global Ratings-adjusted basis). Dragon Buyer plans to issue a $1.0 billion term loan and a $200 million revolver (expected to be undrawn at close) to partially fund Veritas Capital's purchase of the company from NCR Voyix Corp. The company has limited scale and operates in a highly competitive industry with some larger, better-capitalized players. Key constraints in our assessment of Dragon's business include its small scale, relatively narrow focus on small to midsize financial institutions, significant annual software development investment needs, limited brand awareness, and execution risk related to the carve out from parent NCR Voyix and establishing the company as a standalone entity. However, the company's highly recurring revenue base with high retention rates, favorable long-term contracts, and good industry tailwinds partially offset these weaknesses. Dragon's DI product serves about 460 digital banking customers, which consist of small to midsized banks and credit unions in the U.S. with under $50 billion in assets. The company also has an upmarket offering in its D3 product tailored toward larger and more complex financial institutions (FIs), but it is currently less established. In addition to digital banking, the company offers a digital account opening product (Terafina, approximately 5% of revenue) as well as a fully integrated in branch, mobile, web, and ATM software (Channel Service Partners {CSP}, approximately 20% of revenue) which S&P believes will allow the company to better monetize its existing customer base by cross-selling product offerings. S&P considers the industry to be very competitive, with larger and better capitalized peers offering similar or adjacent solutions like Fidelity National Information Systems (FIS; BBB/Stable/--), Fiserv Inc. (BBB/Stable/--), and Jack Henry & Associates (not rated). In addition to Jack Henry, non-rated public peers Alkami Technology and Q2 Holdings Inc. are in direct competition with Dragon for the same small to midsized client base. While the company reports it has been gaining market share from its larger competitors, FIS and Fiserv recently emphasized their commitment to this space. FIS has a leading digital offering to larger banks, but it recently increased investment in its digital product for smaller banks which was lagging. It also intends to make tuck-in acquisitions to improve these offerings. The company reported new digital sales grew 30% in its most recent quarter, evidence of improving traction. Fiserv has also been investing to enhance its offerings, launching its new Experience Digital (XD) product last year. Carve-out risks for Dragon are evident despite secular tailwinds in the digital banking sector. In operating as a standalone entity, the company will need to invest in incremental SG&A to set up internal processes and continue delivering its quality offering. A transition services agreement through NCR Voyix mitigates some near-term risk, but cost overruns are still possible and execution risk on the company's planned $25 million in cost savings limit our credit assessment. S&P said, "While execution risk is evident in any carve out, we acknowledge the benefit of the company agreeing to pre-fund roughly $65 million in carveout expenses alongside the LBO as well as having a financial sponsor in Veritas Capital that has a track record of acquiring carve outs that were previously under invested. In addition, the company is investing in much needed improvements to the DI and D3 user interface (UI) with a phased rollout expected to be complete by the end of 2025. Risks to our forecast include the potential for unexpected capex increases related to the new UI as well as other cost overruns such as increased sales and marketing expenses to promote the standalone business." S&P expects industry tailwinds to continue as digital adoption and cybersecurity remain at the forefront of importance for FIs. Specifically, its forecast for 3%-5% growth in both active users and average revenue per user (ARPU) will lead to roughly $620 million in revenue for Dragon this year. Above-market-rate growth will need to come from expanded third-party module partnerships, regularly contracted price escalators, and cross selling of product offerings. Healthy cash flow generation and historical resilience in the face of macroeconomic hardship provides cushion at the current rating. Following a period of high reported capital intensity, our expectations for future software development costs are more normalized in the $70 million area starting in 2025 (from $90 million in 2023, and $78 million in 2024). This, coupled with execution on planned cost savings and operating leverage in the business should allow the company's S&P Global Ratings-adjusted margins to grow more 200 basis points (bps) in 2025 and 2026. The company will also benefit from expected Fed rate cuts, further bolstering its cash generation through 2026 and leading to free operating cash flow (FOCF) to debt generation in the mid- to high-single-digit percent area in 2025 and 2026. Industry tailwinds should support revenue growth with limited downside as ARPU and active user trends have historically persevered through recessionary environments. The company's high exposure to small and midsized institutions brings a higher degree of risk of widespread bank failures across its customer base. That said, bank failures are rare and through the most recent wave in 2023 when Silicon Valley Bank and First Republic Bank collapsed, the company grew its LTM revenue by 6%, largely due to government intervention preventing a wider spread run on banks. Over the last 10 years, consolidation has also been prevalent as larger FIs have been buying smaller ones. Because Dragon generates revenue through number of active users rather than number of total institutions it serves, it has remained resilient as a net beneficiary (more active users have been acquired by customers rather than the reverse) to this broader trend. Higher ratings will require good execution and consistent financial policy. Dragon's S&P Global Ratings-adjusted LTM leverage (pro forma for the proposed debt structure and our estimate of incremental standalone costs) of just under 10x is elevated for the rating level. S&P said, "That said, with the roll-off of actioned capex reductions as well as organic growth and the realization of planned cost savings, we forecast it will quickly reduce leverage to the low-7x area over the next 12-15 months with prospects for further deleveraging thereafter. However, we believe achieving these metrics relies on good execution of the carve out, expected cost savings, and UI launch, along with continued robust revenue growth. Going forward, we do not expect the company to raise leverage above LBO levels, but higher ratings will require a belief that the sponsor will not engage in a more aggressive financial policy." The stable outlook reflects S&P's expectation for the company to reduce leverage toward the low-7x area by the end of 2025 due to realized cost savings as well as meaningful step downs in capitalized software development costs (which are deducted from EBITDA on an S&P Global Ratings-adjusted basis). EASTSIDE DISTILLING: Completes $442K Offering of Stock, Warrants ---------------------------------------------------------------- Eastside Distilling, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 5, 2024, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale by the Company of 92,815 shares of its common stock, par value $0.0001 per share, and pre-funded warrants to purchase 349,227 shares of common stock in lieu thereof in a registered direct offering at a purchase price of $1.00 per share or $0.9999 per Pre-Funded Warrant. The closing of the Offering occurred on September 6, 2024. Subject to certain ownership limitations, each Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $0.0001 (as adjusted from time to time in accordance with the terms thereof). In lieu of making the cash payment otherwise contemplated to be made upon exercise of the Pre-Funded Warrant, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a cashless exercise formula set forth in the Pre-Funded Warrant. The holder of a Pre-Funded Warrant is prohibited from exercising such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% or 9.99% (at the election of the Investor) of the total number of shares of common stock outstanding immediately after giving effect to the exercise. The gross proceeds to Eastside from the Offering were approximately $442,000, before deducting the placement agent fees and other estimated expenses in the Offering. Eastside intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering of the Shares and Pre-Funded Warrants was made pursuant to a shelf registration statement on Form S-3 (File No. 333-259295), which was initially filed by Eastside with the Securities and Exchange Commission on September 3, 2021, amended on September 10, 2021, and declared effective on September 14, 2021. On September 5, 2024, Eastside entered into a placement agent agreement with Joseph Gunnar & Co., LLC, pursuant to which Eastside has agreed to pay Joseph Gunnar an aggregate fee equal to 9.0% of the aggregate gross proceeds received by Eastside from the sale of the securities in the Offering. Eastside also agreed to reimburse Joseph Gunnar for all of its actual out-of-pocket accountable expenses in connection with the Offering. About Eastside Distilling Headquartered in Portland, Oregon, Eastside Distilling, Inc. has been producing craft spirits in Portland, Oregon since 2008. The Company is distinguished by its highly decorated product lineup that includes Azunia Tequilas, Burnside Whiskeys, Hue-Hue Coffee Rum, and Portland Potato Vodkas. All Eastside spirits are crafted from natural ingredients for the highest quality and taste. Eastside's Craft Canning + Printing subsidiary is one of the Northwest's leading independent mobile canning, co-packing, and digital can printing businesses. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Eastside Distilling incurred a net loss of $7.5 million during the year ended December 31, 2023. As of June 30, 2024, Eastside Distilling had $16,589,000 in total assets, $18,523,000 in total liabilities, and $1,934,000 in total stockholders' deficit. EBIX INC: Ebix Europe Now Debt-Free Worldwide --------------------------------------------- Global Reinsurance reports that the parent company of London-based tech supplier Ebix Europe says it is now "debt-free worldwide" and "well-positioned for the future." According to Global Reinsurance, Ebix announced the successful completion of its US Chapter 11 restructuring. It stated that it has "emerged as a financially and operationally stronger company that is well-positioned for the future". The company, which employs over 12,000 people worldwide, is now debt-free, according to the firm. Ebix Inc.is the parent of its subsidiary Ebix Europe, a global provider of electronic trading and insurtech solutions for the commercial and specialty re/insurance sector, with a focus on the London market. According to Ebix, "business as usual continues at Ebix Europe" notwithstanding the Chapter 11 resolution. About Ebix, Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Ga., and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across six continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel, and healthcare industries. Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the filing, Ebix reported between $500 million and $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as financial advisor; and Jefferies, LLC as investment banker. Omni Agent Solutions, Inc. is the claims agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee was represented by McDermott Will & Emery, LLP. ED'S COUNTRY: Seeks to Hire Saafir Malik CPA as Accountant ---------------------------------------------------------- Ed's Country Cooking & Bar-Bque, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgian to employ Saafir Malik, CPA, a tax preparer based in Montgomery, AL. Mr. Malik will perform general accounting and bookkeeping services. Mr. Malik will charge $150 per hour for his services. Mr. Malik assured the court that he does not hold or represent any interest adverse to the Debtor or to the estate. The firm can be reached through: Saafir Malik, CPA 3733 Hunting Creek Rd Montgomery, AL 36116 About Ed's Country Cooking & Bar-B-que, Inc., Ed's Country Cooking & Bar-Bque, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 24-80995) on Aug. 16, 2024, listing $100,001 to $500,000 in both assets and liabilities. The Debtor hires The Bush Law Firm LLC as counsel. EMERGENT BIOSOLUTIONS: BlackRock Owns 3.7% Stake as of Aug. 31 -------------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of August 31, 2024, it beneficially owned 1,968,784 shares of Emergent Biosolutions Inc.'s Common Stock, representing 3.7% of the shares outstanding. A full-text copy of BlackRock's SEC Report is available at: https://tinyurl.com/yc2y7ekk About Emergent Biosolutions Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate, and naturally occurring public health threats. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Emergent Biosolutions reported a net loss of $760.5 million for the year ended Dec. 31, 2023, compared to a net loss of $211.6 million for the year ended Dec. 31, 2022. As of March 31, 2024, Emergent Biosolutions had $1.80 billion in total assets, $1.14 billion in total liabilities, and $663.9 million in total stockholders' equity. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Senior Secured Credit Facilities. The report stated that substantial doubt exists about the Company's ability to continue as a going concern. EVERYTHING BLOCKCHAIN: Incurs $1.07M Net Loss in Second Quarter --------------------------------------------------------------- Everything Blockchain, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.07 million on $63,000 of revenue for the three months ended July 31, 2024, compared to a net loss of $3.09 million on $66,000 of revenue for the three months ended July 31, 2023. For the six months ended July 31, 2024, the Company reported a net loss of $2.45 million on $126,000 of revenue, compared to a net loss of $4.91 million on $127,000 of revenue for the six months ended July 31, 2023. As of July 31, 2024, the Company had $21.81 million in total assets, $4.17 million in total liabilities, and $17.64 million in total stockholders' equity. Everything Blockchain stated, "Because the business is new and has a limited history, no certainty of continuation can be stated. "The Company has had historically negative cash flow and net losses. Though the year ended January 31, 2022 resulted in positive cash flow and net income, there are no assurances the Company will generate a profit or obtain positive cash flow in the future. The Company has sustained its solvency through the support of its shareholder and chairman, Michael Hawkins, or companies controlled by Michael Hawkins, which raise substantial doubt about its ability to continue as a going concern. "Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company's ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1730869/000147793224005731/ebi_10q.htm About Everything Blockchain Everything Blockchain, Inc., which is headquartered in Jacksonville, Florida, currently competes in, or overlaps with, three primary market segments: (i) Blockchain, (ii) Database Management, and (iii) Zero-Trust Data Security. Mitzpe Netofa, Israel-based Elkana Amitai CPA, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 15, 2024, citing that as of Jan. 31, 2024, the Company suffered losses from operations in all years since inception, except for the year ended Jan. 31, 2022. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. EYM PIZZA: Hires National Franchise Sales as Financial Advisor -------------------------------------------------------------- EYM Pizza L.P. and affiliated companies received approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ National Franchise Sales as their financial advisor for the sale of the assets or businesses of the Debtors. The firm will be compensated as follows: a. a commission of $4,000 per restaurant location operated by the Debtor which is sold or transferred to a purchaser; or b. 3.75 percent of the Aggregate Consideration to be paid in each transaction. The Debtor shall pay a marketing fee of $40,000 for the development of requisite marketing materials and for various advertising of the offerings. The firm will seeks reimbursement for its reasonable and documented out-of-pocket expenses incurred. Alan Gallup, a principal at National Franchise Sales, assured the court that his firm is a "disinterested person" within the meaning of Bankruptcy Code Sec. 101(14). The firm can be reached through: Alan F. Gallup National Franchise Sales 1601 Dove Street, Suite 150, Newport Beach, CA 92660 Phone: (949) 428-0480 About EYM Pizza LP EYM Pizza LP is a Pizza Hut franchisee. EYM Pizza LP and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41669) on president of EYM Group Inc., the Debtor reports estimated assets under $2.25 million and estimated liabilities more than $21 million. The Debtors are represented by Howard Marc Spector, Esq. at Spector & Cox, PLLC. FARRAND STREET: Seeks to Hire eXp Realty as Real Estate Brokers --------------------------------------------------------------- Farrand Street Associates LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Constandino Romeo and Arianna Nieves with eXp Realty LLC as real estate brokers. The brokers will market for sale the Debtor's property located at 46-50 Farrand Street, Bloomfield, NJ 07003. eXp Realty will receive 4 percent commission from the sale. eXp Realty is a disinterested person under 11 U.S.C. Sec. 101(14), according to the court filings. The brokercan be reached through: Constandino Romeo Arianna Nieves Exp Realty LLC 28 Valley Road #1 Montclair, NJ 07042 Tel: (201) 478-2666 Email: constandino.romeo@exprealty.com arianna.nieves@exprealty.com About Farrand Street Associates LLC Farrand Street Associates LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Farrand Street Associates LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-16821) on July 9, 2024. In the petition filed by Michael Kaufman, as managing member, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge John K. Sherwood handles the case. The Debtor is represented by Stephen B. McNally, Esq. at MCNALLYLAW, LLC. FREE SPEECH: Trustee Gets $1-Mil. Bid for Alex Jones Lake House --------------------------------------------------------------- James Nani of Bloomberg Law reports that the trustee appointed to oversee the liquidation of Alex Jones' assets is seeking bankruptcy court permission to sell the right-wing conspiracy theorist's Austin lake house. An emergency motion will be heard Sept. 13 to approve a $1.08 million bid for Jones' second home, Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas said at a status hearing Wednesday, September 11, 2024. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. FTX TRADING: Auditor Prager Metis Settles SEC Charges ----------------------------------------------------- The Securities and Exchange Commission on Sept. 17, 2024, announced that Prager Metis CPAs, LLC (Prager) and its California professional services firm, Prager Metis CPAs LLP, (collectively, the Prager Entities) agreed to pay $1.95 million to resolve two actions alleging misconduct in its audits of the now-defunct crypto asset trading platform, FTX, and auditor independence violations. In one of the actions, the SEC alleges that Prager misrepresented its compliance with auditing standards regarding FTX. According to the SEC's complaint, from February 2021 to April 2022, Prager issued two audit reports for FTX that falsely misrepresented that the audits complied with Generally Accepted Auditing Standards (GAAS). The SEC alleges that Prager failed to follow GAAS and its own policies and procedures by, among other deficiencies, not adequately assessing whether it had the competency and resources to undertake the audit of FTX. According to the complaint, this quality control failure led to Prager failing to comply with GAAS in multiple aspects of the audit—most significantly by failing to understand the increased risk stemming from the relationship between FTX and Alameda Research LLC, a crypto hedge fund controlled by FTX's CEO. The SEC's complaint charges Prager with negligence-based fraud. Without admitting or denying the SEC's findings, Prager agreed to permanent injunctions, to pay a $745,000 civil penalty, and to undertake remedial actions, including retaining an independent consultant to review and evaluate its audit, review, and quality control policies and procedures and abiding by certain restrictions on accepting new audit clients. The settlement is subject to court approval. "Effective investor protection requires a collaborative approach that includes both regulators and gatekeepers such as auditors. To fulfill their role, auditors must, among other things, be independent, exercise due professional care and skepticism, and comply with all applicable professional standards. As we allege in these enforcement actions, Prager Metis fell short in all of these areas," said Gurbir S. Grewal, Director of the SEC's Division of Enforcement. "Because Prager's audits of FTX were conducted without due care, for example, FTX investors lacked crucial protections when making their investment decisions. Ultimately, they were defrauded out of billions of dollars by FTX and bore the consequences when FTX collapsed. By limiting Prager's ability to take on new business and by requiring it to retain an independent compliance consultant, today's resolutions not only enhance investor protection, they also serve as a warning to audit professionals that are not appropriately meeting their gatekeeping obligations." "Once more we see an entity, lured by the siren song of the crypto asset markets, cutting corners on its obligations to comply with the law. As we have seen time and time again, these shortcuts do not pay. They do not pay for the entities who take them or for the multitude of victims that this misconduct leaves in its wake," said Jorge G. Tenreiro, Acting Chief of the SEC's Crypto Assets and Cyber Unit. "Our dedicated staff will continue to pursue investigations of those who may have violated the law, even after other wrongdoers have been identified." The SEC also announced that the Prager Entities agreed to the entry of final judgments to settle separate, previous charges for violating auditor independence rules and for aiding and abetting their clients' violations of federal securities laws. The SEC's complaint alleged that, between approximately December 2017 and October 2020, the Prager Entities improperly included indemnification provisions in engagement letters for more than 200 audits, reviews, and exams and, as a result, were not independent from their clients, as required under the federal securities laws. The final judgments provide for permanent injunctions, combined civil penalties of $1 million, and combined disgorgement with prejudgment interest of $205,000. The Prager Entities also agreed to be censured. The settlement is subject to court approval. "Auditor independence is critical to investor protection and a fundamental cornerstone of the integrity of our financial markets," said Eric I. Bustillo, Director of the SEC's Miami Regional Office. "We are committed to this principle, and we will hold accountable auditors who violate their independence requirements." The SEC's ongoing investigation as to Prager's audits of FTX is being conducted by Amy Burkart, David D'Addio, Devlin N. Su, Brian Huchro, and Pasha Salimi. It is being supervised by Michael Brennan, Amy Flaherty Hartman, and Mr. Tenreiro of the Crypto Assets and Cyber Unit. The SEC's investigation of the Prager Entities' auditor independence violations was conducted by Michelle Bosworth and Carol Der Garry and supervised by Thierry Olivier Desmet, Fernando Torres, and Glenn S. Gordon in the Miami Regional Office. The SEC's litigation was led by Christine Nestor and Brian Lechich and supervised by Teresa Verges in the Miami Regional Office. About FTX Trading Ltd. FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX TRADING: Trial Star Witness Ellison Wants No Prison Time ------------------------------------------------------------ Law360 Bankruptcy Authority reports that former FTX insider Caroline Ellison urged a Manhattan federal judge not to sentence her to prison for her part in the crypto exchange's massive fraud scheme, citing her remorse and the "devastating" trial testimony she gave against onetime romantic partner and company founder Sam Bankman-Fried. About FTX Trading Ltd. FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. G&S FAMILY: Seeks to Hire Matthew M. Johnson as Co-Counsel ---------------------------------------------------------- G&S Family, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Matthew M. Johnson, Esq. as its co-counsel. Mr. Johnson will assist Caldwell and Riffee, PLLC, in connection with the administration of this case. Mr. Johnson will work under the supervision of Joseph W. Caldwell, Esq. Mr. Johnson's work will include assisting in communication with the principals of the Debtor, filing monthly operating reports, maintaining necessary and regular contact with the client, and performing other legal services as requested. Mr. Johnson will charge $200 per hour for his services. Mr. Johnson assured the court that he is a "disinterested person" as that term is defined in 11 U.S.C. 101(14). Mr. Johnson can be reached at: Matthew M. Johnson, Esq. 3818 MacCorkle Ave., SE Charleston, WV 25304 Phone: (304) 942-8372 Email: Mmjesq24@gmail.com About G&S Family G&S Family, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00349) on July 26, 2023, with $500,001 to $1 million in assets and $500,001 to $1 million in liabilities. Michelle Steele has been appointed as Subchapter V trustee. G&S Family tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee as legal counsel; and Lorie Meadows as accountant. Larry Cottle, owner of G&S Family, works for the company as manager. GAMESTOP CORP: Files Prospectus for $20MM ATM Stock Offering ------------------------------------------------------------ GameStop Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company filed a prospectus supplement with the SEC in connection with the Company's "at-the-market offering" program for the offer and sale from time to time through Jefferies LLC of up to 20,000,000 shares of the Company's Class A common stock, par value $0.001 per share, pursuant to the Company's existing Open Market Sale Agreement(SM) with the Sales Agent, dated May 17, 2024. Prior to September 10, 2024, the Company has sold an aggregate of 120,000,000 shares of its common stock for aggregate gross proceeds of approximately $3.1 billion pursuant to the Sales Agreement. The Common Shares are being offered and sold pursuant to the Company's automatic shelf registration statement on Form S-3 filed with the SEC on May 17, 2024, which became effective immediately upon filing, and the Prospectus Supplement. From time to time during the term of the Sales Agreement, the Company may deliver a placement notice to the Sales Agent specifying the length of the selling period, the amount of Common Shares to be sold, any limitation on the number of shares that may be sold in any one trading day and the minimum price below which sales may not be made. Upon its acceptance of the placement notice from the Company, the Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to solicit offers to purchase Common Shares, under the terms and subject to the conditions set forth in the Sales Agreement, by means of ordinary brokers' transactions on the New York Stock Exchange, in negotiated transactions or in transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, in block transactions, sales made directly on the Principal Market or sales made into any other existing trading markets of the Common Shares. The Company may instruct the Sales Agent not to sell Common Shares if the sales cannot be effected at or above the price designated by the Company in any placement notice. The Company or the Sales Agent may suspend the offering of the Common Shares at any time upon proper notice and subject to other conditions. The Company will pay the Sales Agent a commission for its services in acting as agent in the sale of Common Shares. The Sales Agent will be entitled to compensation in an amount up to one and one-half percent (1.5%) of the gross sales price of all of the Common Shares sold through it under the Sales Agreement. Under the terms of the Sales Agreement, the Company also may sell Common Shares to the Sales Agent, as principal for its own account, at a price to be agreed upon at the time of sale. If the Company sells Common Shares to the Sales Agent, as principal, it will enter into a separate sales agreement with the Sales Agent and the Company will describe such agreement in a separate prospectus supplement or pricing supplement. The Offering of Common Shares pursuant to the Sales Agreement will terminate upon the earlier of: (1) the sale of all Common Shares subject to the Sales Agreement or (2) termination of the Sales Agreement. The Sales Agreement may be terminated by the Sales Agent or the Company at any time upon ten days' notice, and by the Sales Agent at any time in certain circumstances, including suspension of trading of Common Shares on the NYSE or the occurrence of a material adverse change in the Company's business. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. GameStop reported a net loss of $313.1 million for the fiscal year ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of July 29, 2023, the Company had $2.80 billion in total assets, $1.53 billion in total liabilities, and $1.26 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation. GAMESTOP CORP: Swings to $14.8 Million Net Income in Fiscal Q2 -------------------------------------------------------------- GameStop Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $14.8 million on $798.3 million of net sales for the three months ended August 3, 2024, compared to a net loss of $2.8 million on $1.2 billion of net sales for the three months ended July 29, 2023. For the six months ended August 3, 2024, the Company reported a net loss of $17.5 million on $1.7 billion of net sales, compared to a net loss of $53.3 million on $2.4 billion of net sales for the six months ended July 29, 2023. As of August 3, 2024, the Company had $5.5 billion in total assets, $1.2 billion in total liabilities, and $4.4 billion in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/59vj57wy About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. GameStop reported a net loss of $313.1 million for the fiscal year ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of July 29, 2023, the Company had $2.80 billion in total assets, $1.53 billion in total liabilities, and $1.26 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on January 2, 2024, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation. GIRARDI & KEESE: Govt. Considers Dropping Tom's Illinois Case ------------------------------------------------------------- Law360 Bankruptcy Authority reports that the federal government might drop its criminal charges in Illinois against disbarred attorney Tom Girardi following his recent conviction in California on similar charges of stealing millions from clients, a prosecutor indicated Sept. 12, 2024, during a status hearing in the Prairie State matter. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 GLENDA SWARTZ: Unsecureds Will Get 5% of Claims in Plan ------------------------------------------------------- Glenda Swartz Mulch, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Subchapter V Plan of Reorganization dated August 15, 2024. The Debtor began its operations in 1985. Glenda Swartz Mulch, LLC was formed in 2008. The company is in the business of manufacturing and selling mulch, dirt, and related types of landscaping debris. Glenda Swartz is the sole member of the limited liability company. The company manufactures some of its products, but also purchases other products from vendors to be resold. The company's customers include landscaping companies, other contractors, residential property owners, and commercial property owners. The company made the decision to file this Chapter 11, Subchapter V, case in order to gain the protection of the automatic stay and protect its operating funds from garnishment. The company desires to restructure its debts so that it can continue to offer its core product lines, while making meaningful payments back to its creditors with allowed claims. Glenda Swartz is the grantor and trustee of the Glenda Swartz Trust. The Glenda Swartz Trust owns real property located at 2440 East Lytle Five Points Road, Centerville, Ohio 45458 that is the subject of the Lease. This parcel of real estate includes a residential structure in which Mrs. Swartz resides and the rear portion of the property includes the commercial and agricultural structures which are occupied by the company. The Debtor's financial projections show that the Debtor will have projected disposable income sufficient to fund this Plan. The Plan is expected to be completed in sixty months. The Debtor's financial projections show that the Debtor will have projected disposable income sufficient to fund this Plan. The Plan is expected to be completed in sixty months. Class 3 consists of General Unsecured Claims. * Each holder of an Allowed General Unsecured Claim shall receive five percent of the amount of their Allowed General Unsecured Claim. * Distributions to each holder of an Allowed General Unsecured Claim shall be made as follows, unless such other treatment is agreed upon by the Debtor and the holder of such Allowed General Unsecured Claim and approved by the Bankruptcy Court: -- Year One and Two: No Distributions. -- Years Three, Four, and Five: Equal monthly installments in an amount necessary to pay five percent of the amount of the Allowed General Unsecured Claim by the Plan Completion Date, on the same date of each calendar month for thirty-six calendar months. Class 3 is Impaired under the Plan. Each holder of an Allowed General Unsecured Claim is entitled to vote to accept or reject the Plan. Class 4 consists of Equity Interests. On the Plan Completion Date, Equity Interests shall be deemed Unimpaired, and the holders of Equity Interests shall retain any such Equity Interests. The Plan will be funded from the ongoing business operations of the Debtor. There is currently no intent to liquidate Assets of the company to fund the Plan. A full-text copy of the Subchapter V Plan dated August 15, 2024 is available at https://urlcurt.com/u?l=TdcXtZ from PacerMonitor.com at no charge. Counsel to the Debtor: Dustin R. Hurley, Esq. Hurley Law, LLC 301 N. Breiel Blvd. Middletown, OH 45042 Telephone: (513) 705-9000 Facsimile: (513) 705-9001 Email: hurley@hurley.law About Glenda Swartz Mulch Glenda Swartz Mulch, LLC, is engaged in the business of mulch manufacturing and sales. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-30946) on May 18, 2024. In the petition signed by Glenda M. Swartz, sole member, the Debtor disclosed $1,855,478 in assets and $2,149,979 in liabilities. Judge Guy R Humphrey oversees the case. Dustin R. Hurley, Esq., at HURLEY LAW, LLC, is the Debtor's legal counsel. GLENSIDE PIZZA: Seeks to Hire McDowell Law as Bankruptcy Counsel ---------------------------------------------------------------- Glenside Pizza, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire McDowell Law, PC as counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties as debtor-in-possession. b. preparing on behalf of the Debtor or assisting Debtor in preparing all necessary pleadings, motions, applications, complaints, answers, responses, orders, trustee reports and other legal papers; c. representing the Debtor in any matter involving contests with secured or unsecured creditors, including the claims reconciliation process; d. representing the Debtor in providing legal services required to prepare, negotiate and implement a plan of reorganization; and e. performing all other legal services for the Debtor which may be necessary herein, other than those requiring specialized expertise for which special counsel, if necessary, may be employed. The hourly rates of the firm's professionals are as follows: Ellen McDowell, Attorney $450 Joseph Riga, Attorney $450 The firm received a retainer in the amount of $15,000 from the Debtor. Ms. McDowell 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: Ellen M. McDowell McDowell Law, PC 46 West Main Street Maple Shade, NJ 08052 Telephone: (856) 482-5544 Facsimile: (856) 482-5511 Email: emcdowell@mcdowelllegal.com About Glenside Pizza, Inc. Glenside Pizza owns and operates a pizza restaurant. Glenside Pizza, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-13096) on September 3, 2024, listing $121,500 in assets and $1,512,137 in liabilities. The petition was signed by Vasilios Zonios as owner/president. Judge Ashely M Chan presides over the case. Ellen M. McDowell, Esq. at MCDOWELL LAW, PC represents the Debtor as counsel. GLOBAL CLEAN: Raises Going Concern Doubt Amid Financial Woes ------------------------------------------------------------ Global Clean 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. The Company has incurred an operating loss of $53.5 million and net income of $106.4 million during the six months ended June 30, 2024, and had an accumulated deficit of $19.6 million at June 30, 2024. Net income included a non-cash gain on the extinguishment of debt of $163.6 million during the six months ended June 30, 2024. At June 30, 2024, the Company had negative working capital of $651.3 million and stockholders' equity of $88.5 million. The conversion project at the Company's Facility is still ongoing, and the Company does not expect to generate any revenue from its Facility until the commencement of commercial operations. Various scheduling issues experienced to date with CTCI Americas, Inc., a Texas corporation, and other factors beyond the Company's control has delayed the completion of the Facility. Given these delays, the Company has taken steps for CTCI to accelerate the completion of the project, including the hiring of a third-party project management services group, although further delays beyond estimated timelines, or unexpected construction costs including any unfavorable negotiation of change order claims, could increase the cost of completion of the Facility beyond our budgeted costs. While the Company's Facility conversion project is still ongoing, progress has continued and as of August 21, 2024, the project has transitioned from construction to operations and the start-up phase of the conversion project has commenced. The Company does not expect to generate any revenue from its Facility until it commences commercial operations; however, given the current state of its conversion project, the Company expects initial commercial operations to commence during the fourth quarter of this year, although there can be no assurance that such operations will commence within this time period. In addition, CTCI continues to claim that it has incurred costs in excess of the guaranteed maximum price set forth in the Engineering, Procurement and Construction Agreement with CTCI, as amended, and is seeking at least $760.0 million in total compensation through the end of the project. While the Company is evaluating CTCI's claims, it disputes such claims, and the Company intends to vigorously defend its position, including by asserting all rights, defenses and counterclaims that the Company may have under the CTCI EPC Agreement and at law. As of June 30, 2024, the amount of the EPC deferred payment totaled $670.3 million. The EPC deferred payment includes the contingent liability of $427.3 million, which includes contingent accrued interest of $27.3 million. An unfavorable outcome with CTCI on this dispute may materially impact our future liquidity. The Company will be required to begin making installment payments of its EPC deferred payment along with payment of a deferred amount that it may be required to make to its project management service provider once it achieves Substantial Completion, as defined by the CTCI EPC Agreement, as amended, which management estimates will not occur until the first quarter of 2025. The EPC deferred payment (excluding contingent amounts) and deferred payment to the project management service provider totaled $237.7 million and $14 million, respectively, as of June 30, 2024. "As of June 30, 2024, the Company's primary sources of liquidity is cash on hand, available borrowings under its Senior Credit Agreement and Revolving Credit Facility. On June 25, 2024, the Company entered into Amendment No. 16 to the Senior Credit Agreement that increased the borrowing capacity up to $691.8 million, by increasing the Tranche D loan facility up to $272.2 million, which may be increased by an additional $20.4 million if the Administrative Agent reasonably determines that such increase is required to reach Substantial Completion as defined in the Senior Credit Agreement with respect to the Facility. As of August 21, 2024, the Company is operating with $29.4 million of committed borrowing capacity remaining under the Senior Credit Agreement. In addition, under the Senior Credit Agreement, the Company is required to raise $10 million by August 31, 2024 and an additional $170 million by August 31, 2024 to refinance a portion of the senior debt. As of June 30, 2024, approximately $160.1 million will be required for cash interest payments starting in September 30, 2024 through August 21, 2025 related to the Senior Credit Agreement outstanding balance as of June 30, 2024. The Senior Credit Agreement also requires that the Company maintain a debt balance of not more than $470.0 million on and after August 31, 2024, and $370.0 million on and after June 30, 2025, and if proceeds from the required capital raises or cash from operations are insufficient to pay down the senior debt to achieve these debt balances and interest, the Company will be required to undertake additional financings to meet the target debt balance of $470.0 million on and after August 31, 2024. As a result, as of June 30, 2024, $466.1 million of the Senior Credit Agreement balance is included in the current portion of long-term debt. The current portion is comprised of (1) payment required based on the Tranche D waterfall structure to include principal, interest and premium of a 1.35x multiple on invested capital and (2) additional payment of approximately $372.4 million required to achieve the targeted debt balance of not more than $370.0 million, assuming the Company is successful in raising $170.0 million of additional capital by August 31, 2024. As of June 25, 2024, the Company entered into a RCF with Vitol Americas Corp. as the lender, administrative and collateral agent, providing for a $75.0 million working capital facility subject to borrowing base limitations with an advance rate of 90% against the RCF collateral primarily consisting of accounts receivable, feedstock and product inventory owned by the Facility and all Renewable Attributes financed under the RCF. The RCF matures 36 months from the Supply and Offtake Agreement Start Date, which is defined as the Facility receiving feedstock and producing an average of at least 5,000 barrels per day of renewable diesel over a consecutive 5-day period. On June 25, 2024, the Company entered into a Settlement and Mutual Release Agreement with ExxonMobil Renewables LLC and ExxonMobil Oil Corporation whereby the Company and ExxonMobil Renewables agreed, among other things, to cancel all 125,000 shares of the Company's Series C Preferred stock as of the Effective Date. All rights granted to ExxonMobil Renewables pursuant to the terms of the Series C Preferred stock were also terminated as of the Effective Date, and ExxonMobil Renewables waived any rights to the payment of any accrued or unpaid dividends in respect thereof, which totaled $51.5 million as of the Effective Date. In addition, on June 25, 2024, all outstanding shares of Series C preferred stock held by the Senior Lenders were converted into approximately $28.2 million in Tranche B loans that included accrued or unpaid dividends in respect thereof, which totaled $8.2 million." In addition, the Company has a fixed payment obligation of $30.8 million, as subsequently amended in January 2024, that any unpaid remaining balance is due to be paid in full by December 2024. The uncertainty of the timing of the completion and costs of the Facility, the lack of significant operating cash flows until the initial revenues from the Facility begin, no current committed equity or debt financing and the significant cash shortfall to meet the Company's financial obligations, represent events and conditions that raise a substantial doubt about the Company's ability to continue as a going concern for a period of at least 12 months from the time the financial statements are issued. Management is currently pursuing and evaluating several plans to mitigate the conditions or events that raise a substantial doubt about the Company's ability to continue as a going concern, which include the following: * Exercising the Company's rights under the CTCI Agreement to recover liquidated damages to which the Company may be entitled; * Engaging with third parties, including the Company's existing senior lender group and other stakeholders, to raise additional debt or equity capital, including developing deleveraging strategies; * Evaluating the Company's existing arrangements and potential financing and transaction structures to minimize the Company's current and future credit support obligations; * Accelerating Camelina development and expanding the Company's Camelina business generally; * Requesting waivers from the Company's lenders to the Senior Credit Agreement to be in compliance; and * Pursuing initiatives to reduce operating expenses. There can be no assurance that sufficient liquidity can be obtained on terms acceptable to the Company, or at all. As a result, and given the high volatility in the capital markets, the Company has concluded that management's plans do not alleviate the substantial doubt about the Company's ability to continue as a going concern beyond one year from the date the financial statements are issued. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2yb5n658 About Global Clean Energy Holdings Bakersfield, Calif.-based Global Clean Energy Holdings, Inc. is a vertically integrated renewable fuels innovator producing ultra-low carbon renewable fuels from patented nonfood camelina varieties. As of June 30, 2024, the Company had $1.5 billion in total assets, $1.4 billion in total liabilities, and $88.5 million in total stockholders' equity. GLOBAL FERTILITY: Court Confirms Majority Investor's Ch.11 Plan --------------------------------------------------------------- The Honorable Philip Bentley of the United States Bankruptcy Court for the Southern District of New York confirmed the plan of reorganization filed by Dr. Hu Bo for Global Fertility & Genetics, New York, LLC. The Debtor owns a fertility clinic in Manhattan, which it manages in conjunction with an affiliated medical practice. The Debtor is 100% owned by a holding company, which itself is majority owned by a Chinese investor Dr. Hu Bo, and minority owned by the Debtor's former CEO, Jun Jing "Annie" Liu. Shortly after the Debtor's June 2023 bankruptcy filing, Dr. Hu made repeated offers to buy the Debtor, including offering to serve as a stalking horse in an auction process. Ms. Liu rebuffed each of these offers. After exclusivity expired, Dr. Hu filed a plan of reorganization -- the plan now before the Court -- which would pay creditors in full, extinguish the Debtor's equity for no consideration, and give the reorganized debtor's equity to a company created by Dr. Hu. Days before the start of the confirmation hearing on the Plan, Ms. Liu -- who had been replaced by a chapter 11 trustee and then terminated as CEO due to her gross mismanagement of the Debtor -- filed a competing plan. Her plan, which is backed by a private investment firm, not only would pay all creditors in full, with post-petition interest; it would also pay $1 million to the Debtor's equity holder. Ms. Liu objected to Dr. Hu's plan and asked the Court to adjourn the confirmation hearing so that approval of the two plans could be considered in tandem. The Court held a four-day hearing on confirmation of the Plan in July, followed by post-trial briefing. Based on the record of that hearing, the Court finds that Ms. Liu's principal objection to the plan -- that the Debtor's equity has value and therefore its extinguishment for no consideration violates 11 U.S.C. section 1129(b)'s fair and equitable requirement -- lacks merit. According to the Court, the record makes clear that, when the Debtor is valued on a standalone basis, its equity has no value. Although the Debtor may have more value to an acquiror, only one timely and confirmable offer has been made to acquire the Debtor, and that offer -- Dr. Hu's Plan -- values the equity at zero. Ms. Liu's plan purports to value the Debtor's equity at $1 million, but her plan is unacceptably late. In addition, based on the record before the Court, her plan appears to be unconfirmable, and even if not, it may be inferior to Dr. Hu's plan. Ms. Liu therefore has failed to show that the Debtor's equity has value or that cause exists to adjourn confirmation to permit formal consideration of her plan. The Court will enter an order confirming Dr. Hu's Plan, which satisfies the Bankruptcy Code's confirmation requirements. A copy of the Court's decision dated September 8, 2024, is available at https://urlcurt.com/u?l=gEU34n Counsel for Dr. Hu Bo: Andrew Rosenblatt, Esq. Judith Archer, Esq. NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the Americas New York, NY 10019 E-mail: andrew.rosenblatt@nortonrosefulbright.com judith.archer@nortonrosefulbright.com Counsel for the Chapter 11 Trustee: Martin G. Bunin, Esq. FARRELL, FRITZ, P.C. 622 Third Avenue, 37th Floor New York, NY 10017 E-mail: mbunin@farrellfritz.com Co-Counsel for Annie Liu: Robert J. Spence, Esq. SPENCE LAW OFFICE, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 - and - Thomas A. Draghi, Esq. Jay S. Hellman, Esq. WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP 1201 RXR Plaza Uniondale, NY 11556 E-mail: tdraghi@westermanllp.com jhellman@westermanllp.com About Global Fertility & Genetics Global Fertility & Genetics, New York, LLC is a reproductive endocrinology and fertility center in New York. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740 in liabilities. Judge Philip Bentley oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, P.C. is the Debtor's legal counsel. David Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. GLOBAL NET: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of 'BB+' for Global Net Lease, Inc. (GNL) and its operating partnership, Global Net Lease Operating Partnership, L.P. The Rating Outlook is Stable. The ratings reflect the company's high leverage and level of borrowings under the revolving credit facility. GNL's access to capital has also been relatively more challenged compared to peers, as its equity trades at a significant discount relative to consensus net asset value (NAV) estimates. However, this is balanced by the successful execution of its business plan, which is focused on deleveraging the balance sheet through strategic dispositions. GNL's merger with The Necessity Retail REIT Inc. (RTL) afforded some credit positives, including lower expenses and higher cash flows following internalization of management. The merger also increased retail exposure, reduced office exposure on a relative basis and mitigated certain governance elements that had negatively affected GNL's credit profile. Key Rating Drivers Elevated Leverage: GNL's leverage remains high compared to its net lease peers and was above Fitch's negative sensitivity following the merger with RTL. The high revolver amount includes borrowings to pay off RTL's former credit facility. Fitch still expects REIT leverage (net debt before preferred stock to recurring operating EBITDA) to decrease to the mid-7x range by the end of 2024, which is in line with the 'BB+' rating level, and to further decline during the forecast period. This decrease will primarily result from GNL's plan to de-lever its balance sheet through strategic dispositions, which it implemented earlier this year. As of Aug. 31, the company had closed asset sales of $533 million and secured agreements or executed letters of intent (LOI) for another $321 million, bringing the total pipeline to over $854 million (at a cash cap rate of 7.2%). This is well above management's initial guidance of $400 million-$600 million. However, Fitch expects the company to remain challenged in other leverage-reducing opportunities, namely equity issuance, given the large and persistent NAV discount. Enhanced Diversification Post-Merger: GNL's portfolio is better diversified by geography, asset type, tenant and industry. Top 10 tenants based on annualized straight-line rent (SLR) as of 2Q24 was 21%, with no single tenant contributing more than 3.2% of the total, which is strong for the rating. Of its 755 tenants, which operate across 92 industries in the U.S., Canada and Europe, 32% have an actual investment-grade rating (rated by Fitch or other NRSROs). The company estimates an additional 27% of tenants at an implied investment-grade rating, based on parent guarantees or implied by financial metrics. This suggests relatively good tenant credit quality. Increased Retail, Less Office Exposure: Based on annualized SLR as of 2Q24, multi- and single-tenant retail comprised 28% and 21% of annualized SLR, respectively, with industrial/distribution at 31% and office at 20%. Prior to the merger, GNL's exposure to retail was 5% and office accounted for a sizable 40%. Retail has been exhibiting stable to positive fundamentals, which should continue for the foreseeable future partly reflecting low levels of new construction. Meanwhile, the office REIT sector continues to face weakened demand. Management anticipates reducing its office portfolio further through dispositions, targeting exposure below 20% by the end of 2024. Long-Term Leases: The company's mix of stable, long-term net-leased assets results in a favorable lease maturity schedule and a weighted average remaining lease term (WALT) of 6.5 years as of 2Q24, which is solid for the rating. This is lower than the 7.6 years for GNL on a standalone basis as of 2Q23 and the net lease peer average of about 10 years, due to a lower weighted average remaining lease term for RTL. However, GNL has less intermediate term risk to NOI given the reduced exposure to single-tenant office properties. In addition, there should be improvement as GNL disposes of assets with shorter weighted average remaining lease terms compared to its portfolio average, as well as from new leases and renewal activity. Internally Managed: Concurrent with the merger, GNL's and RTL's advisory and property management functions were internalized, which has resulted in various savings. GNL has already recognized over $74 million of annualized cost synergies and is on track to reach the $75 million that was estimated at transaction close. Management also pointed to a simplified structure, enhanced corporate governance and anticipated trading multiple expansion as additional benefits. However, the internalization of management will not ameliorate GNL's relatively more challenged access to capital, in Fitch's view. Prior to the closing of the transaction, GNL and RTL were externally managed by AR Global, LLC, a $12 billion global real estate asset manager, which Fitch viewed as a modest credit negative. Generally, an external management structure could result in persistent equity valuation discount. Additionally, institutional investors generally favor internally managed REIT structures, given dedicated management and fewer related party transactions and potential interest conflicts. Derivation Summary Post-closing, GNL is more diversified by geography, asset type, industry and tenant. As of 2Q24, the company owned 1,242 properties (64.3 million square feet) across the U.S. and Canada (80%), as well as Europe (20%), with single- and multi-tenant retail, industrial/distribution and office comprising 49%, 31% and 20% of annualized SLR, respectively. The top 10 tenants comprised 21%, with the largest one contributing 3.2% of the total, which is solid for the rating. GNL's portfolio quality is balanced by its less-established capital access and weaker leverage metrics. 2Q24 REIT leverage of 8.2x is weaker than its 'BBB' category peers, including Essential Properties Realty Trust, Inc. (EPRT; BBB/Stable), LXP Industrial Trust (LXP; BBB/Stable), EPR Properties (EPR; BBB-/Stable) and American Assets Trust, Inc. (AAT; BBB/Stable). EPRT is forecasted to operate in the low-5x range, while EPR is low- to mid-5x, LXP is mid- to high-5x and AAT is mid-5x to mid-6x. GNL's credit metrics were negatively affected by a more highly-levered RTL. Although improvement is expected on this front as the company executes its disposition plan and uses the sale proceeds to reduce leverage, Fitch does not foresee leverage reaching comparable peer levels through the forecast period. Fitch rates the Issuer Default Ratings (IDRs) of the parent REIT and subsidiary operating partnership on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. Fitch applies 50% equity credit to the company's perpetual preferred securities given the cumulative nature of coupon deferral. The instruments are subordinated to debt, lack material covenants and the terms of the change of control do not negate the equity credit judgement. Certain metrics calculate leverage including preferred stock. Of note, Fitch only rates GNL's existing Series A and Series B preferred stock and does not rate the Series D and Series E preferred stock. (In connection with the merger, each issued and outstanding share of RTL Series A and Series C preferred stock were automatically converted into one share of newly created Series D and Series E preferred stock.) Key Assumptions - The company realizes anticipated annual cost synergies of $75 million, reflecting internalization and merger savings; - Occupancy declines approximately 1% in 2024, which is a function of the merger due to RTL's lower-margin portfolio (primarily related to multi-tenant retail) and short-term impacts from certain tenant vacancies, with some improvement in the metric thereafter in 2025-2027; - Assumes average annual rental increases in the mid-1% range and renewal leasing spreads in the mid-single-digits; - Dispositions total over $850 million in 2024, and between $100 million and $300 million each year through the forecast period, the proceeds of which are used to pay down the revolver; - Assumes no acquisitions are completed through the forecast period; - As a result, REIT leverage declines to the mid-7x range by the end of 2024 and continues to decrease each year to eventually trend below 7x towards the end of the forecast period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Evidence of material improvements in EBITDA and reduction of debt such that Fitch expects REIT leverage below 7.0x on a sustained basis; - Meaningful improvements in governance, such that Fitch expects capital access to be commensurate with entities rated 'BB+' or higher; - UA/UD sustaining above 2.0x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Lack of material improvements in EBITDA and reduction of debt such that Fitch expects GNL's REIT leverage above 8.0x on a sustained basis; - Lack of meaningful improvements in governance, such that Fitch expects capital access to remain constrained for the entity at the 'BB+' rating level. Liquidity and Debt Structure Weak Liquidity: As of June 30, 2024, GNL had cash and cash equivalents of $122.2 million and approximately $98.1 million available for future borrowings under the revolving credit facility. (The availability of borrowings under the revolver continues to be based on the value of a pool of eligible unencumbered real estate assets owned by the company or its subsidiaries and compliance with various ratios related to those assets.) In connection with the merger, GNL amended the credit agreement and exercised the existing accordion feature on the revolving credit facility to increase the aggregate commitments by $500million, from $1.45 billion to $1.95billion, to repay and terminate RTL's credit facility and create additional availability after the closing of the merger. The sublimits for letters of credit and swing loans were also each increased from $50million to $75million. There is about $1.74 billion of outstanding borrowings. The revolver matures in October 2026, though there are two six-month extension options. Additionally, including debt assumed in the merger, GNL has $500 million of 3.75% senior notes due in December 2027 and $500 million of 4.50% senior notes due in September 2028, as well as $2.39 billion of gross mortgage notes payable. For the latter, the company addressed, for the most part, the 2024 maturities but has $527.6 million due in 2025 and $107.0 million maturing in 2026. The company is managing its leverage by using proceeds from strategic or opportunistic dispositions to reduce debt. The company has completed $533.0 million of dispositions year to date, and has an additional $321.2 million of signed PSAs and executed LOIs, which would bring total dispositions to $854.2 million. Historically, the company has also established and used at-the-market (ATM) issuance programs for common and preferred stock. However, GNL shares trade at a wide discount to NAV, which will likely temper equity issuances. Fitch estimates GNL's liquidity coverage ratio to be 0.1x for the period from July 1, 2024 through Dec. 31, 2026, and this is mostly due to the high revolver amount that is due in 2027. Assuming the revolver is amended and extended, the metric would be 0.4x, and 1.4x assuming 80% secured debt is refinanced. As these dispositions are completed, Fitch expects the company's liquidity position and financial flexibility to improve as well as for revolver capacity to increase. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources include unrestricted cash, availability under unsecured revolving credit facilities, and retained cash flow from operating activities after dividends. Uses include pro rata debt maturities, expected recurring capex, and forecast (re)development costs. GNL's unencumbered assets (2Q24 unencumbered NOI annualized divided by a through-the-cycle capitalization rate of 9.0%) covered net unsecured debt (UA/UD) by 1.5x. Typically, the threshold for investment-grade U.S. equity REITs is 2.0x. Issuer Profile Global Net Lease, Inc. is a real estate investment trust (REIT) that focuses on acquiring and managing a global portfolio of income producing net lease assets across the U.S., and Western and Northern Europe. As of June 30, 2024, the company owned 1,242 properties consisting of 64.3 million rentable square feet. Summary of Financial Adjustments Fitch did not make any material non-standard financial adjustments. 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 ----------- ------ -------- ----- Global Net Lease, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ preferred LT BB- Affirmed RR6 BB- Global Net Lease Operating Partnership, L.P. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ HELLER EHRMAN: Court Tosses Suit over 2021 Stock Sale ----------------------------------------------------- Judge Dennis Montali of the United States Bankruptcy Court for the Northern District of California granted the motion filed by VLG Investments, LLC, John Robertson, Mark Medearis and Mark Windfeld-Hansen to dismiss the first amended complaint lodged by Michael Burkart as Chapter 11 plan administrator of Heller Ehrman LLP with respect to the 2021 sale of the debtor's stock. This is the Chapter 11 Plan Administrator's second attempt to recover from VLGI and individual defendants John Robertson, Mark Medearis, and Mark Windfeld-Hansen. In the operative complaint, the Plan Administrator's First Amended Complaint for (1) Breach of Fiduciary Duty; (2) Fraudulent Concealment; (3) Negligent Misrepresentation; (3) Intentional Misrepresentation; (5) Conversion; (6) Unjust Enrichment; (7) Accounting; and (8) Declaratory Relief, the seminal and dispositive issue is whether the Plan Administrator was entitled to the proceeds of a 2021 sale of certain common stock, in addition to the proceeds of the sale of the preferred stock of the same issuer. All of the stock in question was acquired via a VLGI subfund, the 2002 Subfund, prior to Heller's merger with Venture Law Group, a law firm that acquired stock of various clients during their start-up stages. Venture Law Group merged with Heller on September 30, 2003. Heller filed Chapter 11 in 2008 and thereafter Plaintiff became Plan Administrator under its confirmed plan. In 2006, common stock and preferred stock of other issuers held in the 2002 Subfund was liquidated and modest amounts were paid to Plaintiff. In a 2021 transaction, the Individual Defendants were involved in several communications, following which VLGI made a distribution of proceeds of liquidation of preferred stock, but no distribution of common stock proceeds, to Plaintiff. Extensive informal discovery followed and the original complaint was filed on September 29, 2023. The court issued its Memorandum Decision Regarding Motions to Dismiss that lead to the FAC, which was filed on May 7, 2024. Judge Montali says, "The First Claim plainly was not framed as a derivative action. Were that the case, Plaintiff would need to seek recovery for the benefit of VGLI. He is not doing that, but only seeking a recovery for the Heller estate he administers. The FAC's second, third, fourth and sixth claims for relief are sort of a collection of alternative ways to plead the same relief sought but under slightly different theories (fraudulent concealment, negligent misrepresentation, intentional misrepresentation and unjust enrichment and restitution.) Further, the fifth claim for relief is against VLGI only, and is couched in terms of conversion. The seventh and eight claims are for an accounting and for declaratory relief, but each only against VLGI and not the Individual Defendants. For all of those claims, of course, the court must take all the facts of the FAC as true. As such, the FAC simply is not plausible under the traditional pleading standards for FRCP 12(b)(6) motions such as this. The fifth claim for relief fails on its face as there was no property interest of Plaintiff that was converted. The seventh and eighth claims for relief do nothing more than seek the same possible -- but not plausible -- outcome." The motion will be granted without leave to amend. A copy of the Court's decision dated September 3, 2024, is available at https://urlcurt.com/u?l=UbyxQ4 About Heller Ehrman Headquartered in San Francisco, Calif., Heller Ehrman, LLP was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D. Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated Sept. 26, 2008, to dissolve the firm. According to reports, the firm had roughly $63 million in assets and 54 employees at the time of its filing. In its bankruptcy petition, the firm estimated assets and debt at $50 million to $100 million as of the Petition Date. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones, LLP assisted the Debtor in its restructuring effort. The official committee of unsecured creditors is represented by Felderstein Fitzgerald Willoughby & Pascuzzi, LLP. On Aug. 13, 2010, the court confirmed the Debtor's joint Chapter 11 plan of liquidation. Under the plan, the Debtor retained the responsibility for claims review, dispute resolution and distribution. Michael Burkart is the duly appointed administrator under the plan and has been managing the Debtor since the plan went into effect. Mr. Burkart is represented by Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP. HGLK INC: Gets OK to Hire Professional Services as Accountant ------------------------------------------------------------- HGLK INC., dba Woodys Lawn Sprinkler and Landscape, received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Professional Services as accountant. The accountant will perform accounting and payroll services related to the Debtor's business, finalize the preparation of Debtor's tax filings and related form. The accountant will charge $495 flat fee for the preparation of tax returns and $500 per month for all other services. Professional Services does not hold or represent any interest adverse to the Debtor or the Debtor's estate and is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Betty Smith Professional Services 12422 W. 68th Avenue Arvada, CO 80004 Phone: (303) 425-9119 About HGLK INC. dba Woodys Lawn Sprinkler and Landscape HGLK INC. dba Woodys Lawn Sprinkler and Landscape, filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 24-15053) on Aug. 28, 2024. At the time of filing, the Debtor estimated $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Kimberley H Tyson presides over the case. The Debtor hires Allen Vellone Wolf Helfrich & Factor as counsel. IBELIEVEINSWORDFISH INC: Unsecureds to Get 77.94 Cents on Dollar ---------------------------------------------------------------- iBelieveInSwordfish, Inc., submitted a Plan of Reorganization for Small Business. The Debtor is a California corporation. Since 2012, the Debtor has been in the business of operating a motion design studio specializing in marketing and user experience. At present, Debtor employs 10 full-time employees, and as required by the various projects, independent contractors, who build and create the digital experience requested by the customer. The Debtor was engaged in litigation related to a dispute with its former landlord in the case entitled Pacific States Building, LP v. iBelieveInSwordfish, Inc. et al., Case No. CGC-22-599549, pending in the California Superior Court for San Francisco County. After the entry of a verdict but before a judgment could be entered, Debtor filed this case. The significant cost of defending this litigation substantially impacted the Debtor's ability to successfully operate, and a result, the Debtor sought relief under Title 11, Chapter 11, Sub-Chapter V of the United States Code to reorganize its business affairs. The Debtor's financial projections show that the Debtor will have projected disposable income of $1,089,397.23. The Debtor expects to fund the full payments required under the Plan within 60 months after the Plan is confirmed. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 77.94 cents on the dollar, consistent with the liquidation analysis in Exhibit A and projected disposable income in Exhibit B. This Plan also provides for the payment of administrative and priority claims. Class 2(A) consists of Non-priority unsecured claim of Pacific States Building, LP. Pacific States Building, LP ("PSB") shall have an allowed non-priority general unsecured claim in the aggregate amount of $1,603,839.98 (the "Allowed PSB Claim"). PSB shall receive payment of $1,275,000 in full satisfaction of the Allowed PSB Claim pursuant to the following schedule: * The Debtor shall remit a lump-sum payment of $150,000.00 to PSB on the Effective Date. * The Debtor shall remit a lump-sum payment of $25,000.00 to PSB on the first day of the month three months after the month in which the Effective Date occurs (the "Second Lump-Sum Payment"). * The Debtor shall remit a lump-sum payment of $50,000.00 to PSB 90 days after the deadline for the Second Lump-Sum Payment. * The Debtor shall remit payments to PSB in the aggregate amount of $1,050,000.00 paid in 16 equal quarterly payment of $65,625.00 commencing in the first quarter 9 months after the Effective Date, with each quarterly payment due on the first day of the month of each quarter. * Interest on the Allowed PSB Claim shall accrue at zero percent (0.00%) per annum, provided however, shall the Debtor not remit any of the lump-sum or quarterly payments to PSB as set forth in the Plan, then PSB shall be entitled to a late-fee calculated at 5.00% of the missed installment payment and simple interest of ten percent (10.00%) per annum shall accrue on the missed payment. Class 2(B) consists of Non-priority unsecured creditors not provided for in Class 2(A). All allowed non-priority non-disputed general unsecured claims not provided for in Class 2(A) of the Plan shall receive a pro-rata share of a fund totaling $57,961.58, created by Debtor's payment of $4,830.13 per quarter for a period of 12 quarters, starting in the subsequent quarter following the Effective Date, due on the 15th day of the first month of each quarter. The holders of equity (shares) interest in the Debtor will not receive any distributions under the Plan. However, this Plan does not cancel any shares of the Debtor, all shareholders shall retain their shares, and all shareholders shall retain any and all legal, equitable, and contractual rights provided for in all agreements with the Debtor under applicable non-bankruptcy law. After confirmation of the Plan, the Debtor will continue business as a motion design studio specializing in marketing and user experience and the Debtor will also maintain possession, custody, and control of all essential assets for continuation of normal business operations. As of June 30, 2024, the Debtor has available cash on hand of $576,536.26 and accounts receivable, not otherwise subject to a security interest, of $746,200.00, which will be used to make all payments due on the Effective Date, which are currently estimated to be $190,838.13. Further, to the extent necessary, counsel for the Debtor (Meyer Law Group, LLP) will agree to accept payment of its allowed administrative claim (estimated at $60,000.00) over the term of the Plan to ensure feasibility on the Effective Date. A full-text copy of the Plan of Reorganization dated August 15, 2024 is available at https://urlcurt.com/u?l=q79m9q from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Brent D. Meyer, Esq. Meyer Law Group LLP 268 Bush Street #3639 San Francisco, CA 94104 Telephone: (415) 765-1588 Facsimile: (415) 762-5277 Email: brent@meyerllp.com About iBelieveInSwordfish Inc. iBelieveInSwordfish, Inc., is a motion design studio based in the San Francisco Bay Area specializing in marketing and user experience. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30835) on Dec. 12, 2023, with $667,474 in assets and $1,077,424 in liabilities. Matthew Silverman, manager and executive creative director, signed the petition. Judge Dennis Montali oversees the case. Brent D. Meyer, Esq., at Meyer Law Group, LLP, is the Debtor's legal counsel. IMPERATIVE WORLDWIDE: S&P Affirms 'B-' ICR on Proposed Acquisition ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Portland, Ore.-based Imperative Worldwide LLC (formerly known as Magnate Worldwide LLC) and 'B-' issue-level rating on its first-lien debt. S&P has also assigned its 'B-' issue-level rating to the company's proposed $50 million incremental first-lien term loan. The '3' recovery rating on the debt indicates its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. The stable outlook reflects S&P's view that following its acquisition of the target, Imperative will maintain credit metrics commensurate with the rating, with its funds from operations (FFO) to debt remaining in the low-to-mid single-digit percent area over the next 12-24 months. Imperative Worldwide is acquiring a cross-border supply chain solutions provider (the target). S&P said, "While the primarily equity-funded transaction will lead to an improvement in Imperative's pro forma credit metrics, we believe there is some uncertainty with regard to the strength of the company's markets going into 2025 because we continue to see a weaker consumer demand environment. In addition, we expect the company might subsequently raise additional debt to take out the remaining rollover equity or engage in other more leveraging acquisitions, which would erode the initial improvement in metrics. "While Imperative's acquisition of the target is modestly deleveraging pro forma, our view on the company's markets remain cautious over the next year, and we expect the company may raise additional debt to return capital to shareholders or engage in more leveraging acquisitions. .Imperative will fund its purchase of the target with a combination of new equity, roll-over equity, and an incremental $50 million first-lien term loan. The loan matures in December 2028 and is co-terminus with Imperative's existing first-lien term loan. The additional debt, along with some adjustments related to the target's existing operating leases, will increase Imperative's pro forma S&P Global Ratings-adjusted debt levels but will be more than offset by an increase in the target's S&P Global Ratings-adjusted EBITDA, leading to an improvement of about one turn on the company's leverage. We now expect Imperative's pro forma adjusted leverage to improve to 6.0x-6.5x for fiscal 2024 and improve further to below 6x for 2025. Imperative's pro forma FFO to debt will also improve to the low-to-mid single-digit percent area. While our base case shows leverage improving beyond our upside leverage trigger, we remain cautious in our base case forecast, and we don't expect the company to generate significant free cash flow. Consumer demand is weakening, and we expect unemployment levels to increase, which could lead to greater downside volatility in the company's end markets. We believe the presidential election introduces some uncertainty regarding international shipping and potentially higher tariffs. Finally, we believe this improvement in leverage following the transaction could be temporary because Imperative might raise additional debt to fund additional tuck-in acquisitions or to take-out equity of the target's previous owners, which is getting rolled over through the transaction. "Although the target's purchase consideration includes sizable earnouts payable in 2026 and 2026, these are contingent on the target achieving significantly higher EBITDA, which we do not foresee." The addition of the target to Imperative will modestly improve its scale while providing it with access to the growing Mexican cross-border logistics value chain. The target provides cross-border logistics solutions, including warehousing, customs brokerage, freight forwarding, and drayage between U.S. and Mexico. The company operates through its 1.5 million square foot warehouse footprint in Laredo, Texas (significantly larger than its competitors) and a dedicated team of experienced customs compliance professionals through which it serves its customers' cross-border logistics requirements. Laredo is the largest trade entry point in the U.S. and accounts for a large share of all U.S. Mexico border truck crossings. Moreover, it is expected to grow faster than the broader logistics market as recent near-shoring trends by U.S. companies to reduce dependence on China, as well as relocate their supply chains geographically closer, is leading many companies to expand their Mexican manufacturing footprint. S&P said, "Although significantly smaller in size, we estimate the target will grow faster than Imperative's base operations and add slightly to its otherwise small scale. Since Imperative does not currently have a presence in the U.S.-Mexico cross border logistics market, we expect the target's addition will add to Imperative's capabilities and provide cross-sell opportunities to the latter's existing customers in the short to medium term, further improving revenue and profitability growth. It will also elevate Imperative's S&P Global Ratings-adjusted EBITDA margins by about 400 basis points (bps) due to the target's significantly higher margins. However, the target does have significant customer concentration, with its largest customer representing more than 60% of its revenue. Given that customer's position in the very discretionary power sports end market, we think that in an economic downturn, volumes could fall significantly. In addition, that customer may have some ability to negotiate better terms on its shipments given its size." S&P said, "We estimate demand for Imperative's services to remain soft at least through fiscal 2024 and potentially into 2025.Since experiencing a sharp decline in revenue and profitability throughout 2023, driven largely by a steep decline in its international logistics services segment, Imperative's financial performance has stabilized in 2024, albeit at lower levels, with shipment count, revenue, and gross profits remaining rangebound and hovering in the plus or minus 2% year-over-year variation. While shipping demand remains subdued, Imperative is expected to continue operating at current levels at least until the end of 2024 as customers continue to opt for lower cost alternatives, which either affect Imperative's volumes or lead to a lower gross profit per shipment. Therefore, despite maintaining near flat volumes during the first six months of 2024, Imperative's gross profits have declined by about 2%-3% over past year. We now expect Imperative's base revenue (excluding the target) to grow 4% in 2024 (includes contribution from its first quarter of 2024 tuck-in acquisition) and EBITDA to grow 30-40 bps in 2024. We expect slow and gradual recovery in 2025 in Imperative's domestic and international segments, but it should benefit somewhat from 2024's deferred activity in the fine arts segment, leading to some volume and revenue growth in 2025. We therefore expect revenue growth, fueled by pricing and volumes, of about 6% for 2025, coupled with profit margin improvement of another 30-40 bps in 2025. "The stable outlook reflects our view that following its acquisition of the target, Imperative will maintain credit metrics commensurate with the rating, with its FFO to debt remaining in the low-to-mid single-digit percent area over the next 12-24 months. "We could lower our ratings on Imperative within the next 12 months if any further deterioration in profitability due to prolonged softness in demand, a further reduction in freight rates, or larger-than-expected integration challenges led to negative free cash flow generation on a sustained basis and were likely to make the company's capital structure unsustainable. "We could raise our ratings on Imperative over the next 12 months if its debt to EBITDA declined below 6.5x and its FFO to debt increased above the mid-single-digit percent area on a sustained basis." This could occur if Imperative's profitability improved due to: -- Volumes increasing above our current expectations, or -- Purchased transportation pricing and margins being able to support credit metrics through future downcycles. Portland, Ore-based Imperative Logistics Group (formerly known as Magnate Worldwide) is an asset-light third-party logistics provider that primarily provides freight brokerage services for various transportation modes, including ground, air, and ocean. It delivers a specialized set of transportation solutions with a focus on customized, service-focused, premium solutions. The company provides domestic air freight and trucking services through its TrumpCard brand (contributed about 54% of Imperative's gross profits during the last 12 months ended June 30, 2024), international freight forwarding and customs brokerage through its Masterpiece International Logistics Services (ILS) brand (27%), and logistics solutions for high-value art through its Masterpiece Fine Arts brand (20%). The company has been owned by Littlejohn & Co. since December 2021. -- Global GDP growth of about 3.3% in 2024 and 3.3% in 2025. -- U.S. GDP growth of about 2.5% in 2024 and 1.7% in 2025. -- U.S real exports to grow about 2.4% in 2024 and 3.5% in 2025. -- U.S. real imports to grow about 4.3% in 2024 and 4.4% in 2025. -- Pro forma revenue growth in the mid-20% area in fiscal 2024, driven by the acquisition of the target, volume growth across international business, and near flat rates for certain services. -- Revenue to grow in the mid-single-digit percent area in fiscal 2025, driven by gradual volume recovery across end markets and an increase in blended rates per shipment due to a mix-shift toward expedited offerings. -- S&P Global Ratings-adjusted EBITDA margin of about 16%-17% in fiscals 2024 and 2025, driven by a margin uplift from the higher-margin business of the target, along with margin improvement across services because of improved pricing in 2025. -- Capital expenditure of about $4.5 million-$5.0 million annually. -- Modest working capital requirements annually. -- No shareholder returns in forecast periods. Based on S&P's forecast and assumptions, it expects the company to maintain the following credit metrics: -- Debt to EBITDA of 6.0x-6.2x in fiscal 2024 and 5.5x-5.6x in fiscal 2025. -- FFO to debt at 3.5%-4.0% in fiscal 2024 and 5.0%-5.5% in fiscal 2025. -- Free cash flow to debt at 0.0%-0.5% in 2024 and 3.5%-4.0% in fiscal 2025. S&P said, " We view Imperative's liquidity as adequate and anticipate that the company's sources will be about 6x uses over the next 12 months. We also expect net sources will remain positive even if EBITDA declines by 15%. We limit our assessment, in part, based on the qualitative factors described below. We also limit our assessment, in part, to our belief Imperative would require some refinancing to absorb a high-impact, low-probability event." Principal liquidity sources: -- Cash and equivalents of about $20 million at transaction close; -- Full availability under the company's $60 million asset-based lending (ABL) facility (nil drawn); -- Cash FFO of about $5 million in fiscal 2024 and $15 million in fiscal 2025. Principal liquidity uses: -- Debt amortization of about $500,000 in the next 12 months. -- Annual capital expenditure of approximately $4 million-$5 million and; -- Working capital requirements of about $7 million in the next 12 months The company's first- and second-lien term loans are covenant light. The ABL facility has a springing minimum fixed-charge coverage ratio covenant of 1x that applies when availability declines below $5 million or 10% of the borrowing base (whichever is greater). S&P does not expect the covenant will apply over the next 12 months but believe the company would be in compliance if it were to spring but with limited headroom. S&P said, "Governance is a moderately negative factor in our credit rating analysis of Imperative. We view financial sponsor-owned companies with highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of their controlling owners, which typically have finite holding periods and focus on maximizing shareholder returns." -- S&P has affirmed its issue-level rating on Imperative's first-lien term loans at 'B-' and assigned its 'B-' issue-level rating to the new first-lien term loan. -- S&P's '3' recovery rating on these facilities indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. -- S&P's simulated default scenario contemplates a payment default in 2026 amid a global recession that leads to a significant decline in freight pricing and volumes. -- S&P values the company as a going concern using a 5.5x EBITDA multiple, which is in line with its standard assumption for the logistics industry. -- S&P believes if Imperative were to default, a viable business model would remain, given its market position, its customer relationships, and continued demand for its logistics services, thereby providing debtholders greatest recovery value through reorganization rather than liquidation. -- S&P expects LIBOR of 250 basis points and the $60 million ABL credit facility to be 60% drawn in the event of a default. -- S&P has assumed that 60% of the ABL will be drawn at default and the company will also fully use its delay-drawn term loan. -- Simulated year of default: 2026 -- Jurisdiction: U.S. -- EBITDA at emergence: $49 million -- EBITDA multiple: 5.5x -- Net enterprise value (after 5% administrative costs): $254 million -- Obligor/non-obligor valuation split: 100%/0% -- Value distributed to priority (ABL) claims: $37 million -- Value available to first-lien debt: $218 million -- Estimated first-lien claim at default: $328 million -- Recovery range: 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. Collateral value equals the asset pledge from obligors after priority claims plus the equity pledge from nonobligors after non-obligor debt. INTEGRITY BEHAVIORAL: Seeks Approval to Retain Certain Insiders --------------------------------------------------------------- Integrity Behavioral Management and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana for the continued employment of certain insiders. Integrity is a limited liability company registered to do business in the state of Louisiana that is managed by Terry Lain, MD (Dr. Lain), a licensed psychiatrist, and his spouse Katrice Wiggins-Lain (Mrs. Lain). Debtors seek authority to, post-petition, (i) continue Dr. Lain's salary for his services at the rate of $270,000 annually; (ii) continue Mrs. Lain's salary for her services at the rate of $125,000 annually; and (iii) continue the employment of other insiders: 1. Ruby Faiferek, the sister of Dr. Lain, who is employed on a part-time basis as a transcriptionist, at the rate of $15 per hour; 2. Bobby Lain, a brother of Dr. Lain, who is employed on a full-time basis as maintenance contractor at the rate of $800 per week; 3. Dr. Sarah Lain, a sister of Dr. Lain, who is employed as a physician on a full-time basis at the rate of $1,900 per week. 4. Justin Lain, son of Dr. Lain, who is employed on a full-time basis as a website and social media coordinator at an annual salary of $26,000; and 5. Kierra Pigott, a great niece of Dr. Lain, who is employed on a part-time basis as an office aide at the rate of $15 per hour. The continuation of the employment of afore-mentioned insiders is essential to the ongoing operations of Debtors and their compensation should be maintained at the prepetition rates. About Integrity Behavioral Management Integrity Behavioral is a provider of mental health care services and treatment for children, adults, and families. The Company provides residential drug abuse recovery services for those 21 of age and older. Integrity Behavioral Management, LLC in New Orleans, LA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. E.D. La. Case No. 24-11608) on August 15, 2024, listing $0 to $50,000 in assets and $1 million to $10 million in liabilities. Terry Lain, M. D. as manager, signed the petition. Judge Meredith S Grabill oversees the case. LANDWEHR LAW FIRM, LLC serve as the Debtor's legal counsel. JACKSON GARDENS: Seeks Chapter 11 Bankruptcy in Texas ----------------------------------------------------- Jackson Gardens LLC filed Chapter 11 protection in the Southern District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Oct. 3, 2024 at 10:00 a.m., US Trustee Houston Teleconference. About Jackson Gardens LLC Jackson Gardens LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Jackson Gardens LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34106) on Sept. 2, 2024. In the petition signed by Mitchell Steiman, as manager, the Debtor reports estimated estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Eduardo V. Rodriguez handles the case. The Debtor is represented by: Reese Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln., Suite 300 Houston TX 77024-2824 Email: courtdocs@bakerassociates.net JOSHUA TREE: Hires Center City Law as Bankruptcy Counsel -------------------------------------------------------- Joshua Tree Learning Experience, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Center City Law Offices, LLC as counsel. The firm's services include: a) preparing papers required to be filed in connection with this bankruptcy proceeding including all schedules, statement of financial affairs, lists of creditors, review of operating reports and other papers; b) giving the Debtor legal advice with respect to the powers and duties as debtors in possession; c) representing the Debtor at its initial debtor interview, its first meeting of creditors, all status hearings; confirmation hearings and any Rule 2004 examinations; d) preparing on behalf of the debtor in possession, all necessary applications, answers, complaints, motions, orders, reports and all legal papers; and e) performing all other legal services for the Debtor as Debtor in Possession as may be required and necessary concerning the continued administration of this case including the preparation of the disclosure statement, if necessary, disposable income test and plan of reorganization. The firm will charge $275 per hour for services rendered by its principal. On June 16, 2024, the Debtor paid a retainer of $5,000 to the law firm. Maggie S. Soboleski, sole proprietor of the firm, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Maggie S. Soboleski, Esq. Center City Law Offices, LLC 2705 Bainbridge Street Philadelphia, PA 19107 Tel: (215) 620-2132 Email: msoboles@yahoo.com About Joshua Tree Learning Experience Joshua Tree Learning Experience, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12954) on August 23, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Patricia M. Mayer presides over the case. Maggie S. Soboleski, Esq., at Center City Law Offices, LLC represents the Debtor as bankruptcy counsel. KERRI WILSON: Taps Ms. Kiraly of Century 21 as Real Estate Broker ----------------------------------------------------------------- The Kerri Wilson Foundation LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Gabriella Kiraly of Century 21 as real estate broker. Ms. Kiraly will market and sell the Debtor's real property located 4716 McKinley Parkway, Hamburg, New York. Ms. Kiraly is willing to act as broker for the estate for a 6 percent commission basis (3 percent to sellers agent and 3 percento to buyers agent). Ms. Kiraly, an associate Broker with Century 21, assured the court that she is a "disinterested person" as the term is defined in 11 U.S.C. 101(14). The broker can be reached at: Gabriella Kiraly Century 21 64 Quaker Road East Aurora, NY 14052 Phone: (716) 803-9113 About The Kerri Wilson Foundation The Kerri Wilson Foundation LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.Y. Case No. 24-10395) on April 15, 2024, with $100,001 to $500,000 in assets and liabilities. Timothy R. Collins at Collins Law, PLLC represents the Debtor as legal counsel. KIDDE-FENWAL: California Balks at Rising Legal Fees in Bankruptcy ----------------------------------------------------------------- James Nani of Bloomberg Law reports that California's attorney general has asked for an end to mediation in the bankruptcy of fire protection equipment manufacturer Kidde-Fenwal Inc. over what the state says are "exorbitant" legal fees. Rob Bonta, the attorney general for California, objected to the company's request to extend months-long mediation in the Chapter 11 case, decrying "unbridled billing" in a filing Tuesday in the US Bankruptcy Court for the District of Delaware. About Kidde-Fenwal Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures fire protection systems. It offers products such as fire control systems, explosion aircraft protection, laser-based smoke detection devices, electronic gas ignitions, and fire suppressions. Kidde-Fenwal markets its products to mining, manufacturing, education, and commercial sectors. Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the petition filed by its chief transformation officer, James Mesterharm, the Debtor reported assets between $100 million and $500 million and estimated liabilities between$1 billion and $10 billion. The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht & Tunnell, LLP as legal counsels; andGuggenheim Securities, LLC as investment banker. Stretto, Inc., is the claims and noticing agent and administrative advisor. KULR TECHNOLOGY: Receives $1.5MM Satellite Battery Systems Order ---------------------------------------------------------------- KULR Technology Group, Inc. announced that it has been awarded an initial contract valued close to $1M, with additional options bringing total contract value up to $1.5M, to supply 20793-rated battery systems to South Korea's Nara Space (NARA) for their CubeSat mission aboard Artemis II. This project is part of a larger collaboration involving the Korea Astronomy and Space Science Institute (KASI) and the National Aeronautics and Space Administration (NASA), where Nara Space is providing the CubeSat to KASI, as part of the Artemis program. This award highlights KULR's growing influence in the aerospace sector and reinforces its position as a trusted partner in developing cutting-edge energy solutions for space applications. Recent analysis by Pro Market Reports projects the Space Battery Market to reach USD 25.14 billion by 2032. KULR's successful delivery of a 20793-rated battery to NARA in record time marks a significant milestone in our battery design service initiatives. This achievement reflects the Company's strategic investment in offering a comprehensive suite of design services, including cell selection and screening, thermal modeling, passive propagation-resistant design, and multi-fault tolerant strategies tailored for space and defense applications. Leveraging the KULR ONE Space (K1S) architecture, it is able to facilitate an expedited four-month turnaround for NARA to receive a fully 20793-compliant system." The Company is excited to announce the availability of the K1S architecture to customers seeking to accelerate their path to 20793 certification. This customizable solution allows for faster time to market and enhanced cost efficiency. By offering a ready-made platform, KULR enables customers to reduce development time and achieve compliance with greater speed and effectiveness. The awarded contract underscores KULR's continued commitment to developing advanced energy solutions for space and defense applications, which often require challenging combinations of safety and performance. Leveraging its existing research and development efforts for space-rated battery systems, KULR will deliver a scalable battery architecture specifically designed to meet the rigorous safety and performance standards required for human spaceflight (20793 compliance). The options included in the contract will be exercised pending further evaluation with NASA to determine the necessity of additional testing. Dr. Will Walker, CTO of KULR Technology Group, stated, "Our turn-key design approach with KULR ONE Space (K1S) has been the focal point for our battery design teams for the last 12 months, and our resulting position to support NARA's timeline, which is driven by NASA, represents a major advancement in simplifying and reducing the cost of battery integration for future human-rated space missions. By delivering a fully compliant and scalable solution, we are helping to pave the way for more efficient and reliable space exploration." Ted Krupp, VP of Sales and Marketing at KULR Technology Group, added, "NARA's decision to partner with KULR was driven by our ability to rapidly bring products to market and our strong relationships within NASA. These factors are critical in optimizing the certification process for both NARA and KASI, an affiliated research institute of the Korea AeroSpace Administration (KASA), ensuring that their CubeSat is ready for its role in the Artemis II mission. The NARA 20793-rated battery will be delivered in record time for this classification of energy storage system." About KULR Technology Group KULR Technology Group Inc. -- www.kulrtechnology.com -- is an energy management platform company offering proven solutions that play a critical role in accelerating the electrification of the circular economy. Leveraging a foundation in developing, manufacturing, and licensing next-generation carbon fiber thermal management technologies for batteries and electronic systems, KULR has evolved its holistic suite of products and services to enable its customers across disciplines to operate with efficiency and sustainability in mind. Los Angeles, Calif.-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company has a working capital deficit, has incurred losses from operations, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. During the year ended December 31, 2023, KULR Technology Group incurred a net loss of $23,693,556. As of June 30, 2024, KULR Technology Group had $11.39 million in total assets, $7.56 million in total liabilities, and $3.84 million in total stockholders' equity. LARRET PROPERTIES: Hires Morris & Dewett LLC as Special Counsel --------------------------------------------------------------- Larret Properties Unlimited, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Morris & Dewett, LLC as special counsel. The firm will represent the Debtor in the prosecution of claims involving the motor vehicle accident. The firm shall receive the following percentage of the total amount recovered before the deduction of costs and expenses: a. 33 percent if settled without suit; b. 40 percent in the event suit is filed; c. 40 percent in the event a trial starts; and d. 45 percent in the event an appeal is filed by any party. Elizabeth Hancock, an attorney at Morris & Dewett, assured the court that her firm is "disinterested" under the meanings of Sections 327 and 1107 of the Bankruptcy Code. The firm can be reached through: Elizabeth Hancock, Esq. Morris & Dewett, LLC 509 Milam St. Shreveport, LA 71101 Phone: (318) 287-8484 About Larret Properties Unlimited Larret Properties Unlimited, LLC, and its affiliates, Terral Construction, LLC and D'Arbonne Construction Company, Inc., filed voluntary petitions for Chapter 11 protection (Bankr. W.D. La. Lead Case No. 23-30074) on Jan. 24, 2023. Thomas R. Willson has been appointed as Subchapter V trustee. At the time of the filing, Larret reported $1,005,000 in assets and $1,003,287 in liabilities. Judge John S. Hodge oversees the cases. The Debtors tapped Bradley L. Drell, Esq., at Gold Weems Bruser Sues & Rundell, APLC as legal counsel; Chad M. Garland, CPA, LLC as accountant; and James R. Close, Esq., and R. Alan Breithaupt, Esq., at Breithaupt, DuBos & Wolleson, LLC as special counsel. LASERSHIP INC: Wants to Raise Cash by Obtaining Loan ---------------------------------------------------- James Nani of Bloomberg News reports that LaserShip Inc., a struggling package-delivery company owned by private equity firm American Securities, may seek to raise cash by borrowing against assets that have already been used as collateral for other loans, according to people familiar with the matter. According to Bloomberg News, the step, if taken, would make it the latest distressed company to utilize the tactic, which typically draws the ire of existing creditors because it erodes their claim to the assets if the company goes bankrupt. The threat of that alone can also strengthen a company's hand in negotiations with creditors. The company's adviser, Evercore Inc., has been reaching out to new investors to gauge interest in a $350 million to $450 million loan that would be secured by assets transfered to a newly created legal entity, said the people, who asked not to identified because discussions are private. The assets are tied to OnTrac Logistics Inc., an entity the company acquired. LaserShip is also in talks with its current creditors about restructuring its debt, people familiar with the matter said. PJT Partners and Gibson Dunn & Crutcher are advising lenders. A representative with American Securities declined to comment, while messages left with the company, Evercore and Gibson Dunn were not returned. PJT declined to comment. American Securities acquired the Vienna, Virginia-based LaserShip and merged it with another parcel company, OnTrac, in 2021 to expand its national reach. Rebranded as OnTrac, it handles package delivery for retailers like Temu and Shein, a clothing company. But it has been dealing with mounting losses due to heightened industry competition and high costs, increasing the risk that it may default on its debt. On Tuesday, S&P Global Ratings reduced its outlook on LaserShip's credit rating, which is already deep into junk grade at CCC+, indicating it could be lowered further. It said the company’s losses are making it "vulnerable to a liquidity shortfall, which could lead to a payment default or cause management to consider undertaking a distressed restructuring in the near term." Such risk has already dragged down the value of LaserShip's debt. Its $1.375 billion first-lien term loan maturing in 2028 is quoted around 68.5 cents on the dollar, while its $455 million second-lien loan due in 2029 is quoted at 43 cents, according to data compiled by Bloomberg. About Lasership Inc. Lasership provides courier services. The Company offers pickup and delivery of letters, small packages, and documents. LEGACY LA PROPERTIES: Files for Chapter 11 Bankruptcy ----------------------------------------------------- Legacy LA Properties LLC filed Chapter 11 protection in the Central District of California. According to court documents, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Oct. 7, 2024 at 9:00 a.m. in Room Telephonically. CONFERENCE LINE:1-866-811-2961, PARTICIPANT CODE:9609127. About Legacy LA Properties Legacy LA Properties LLC is engaged in activities related to real estate. Legacy LA Properties LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-17164) on September 4, 2024. In the petition filed by Jose A. Molina, as managing member, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Honorable Bankruptcy Judge Sheri Bluebond oversees the case. The Debtor is represented by: Nancy Korompis, Esq. KOROMPIS LAW OFFICES PO Box 60011 Pasadena, CA 91116 Tel: 626-938-9200 Email: Nancy@Korompislaw.com LL FLOORING: Court Okays $40 Million Sale of Assets --------------------------------------------------- Michael Schwartz of Richmond Bizsense reports that bankrupt LL Flooring is a step closer to being sold to its founder and former CEO in a deal that will keep about half of its stores and employees intact. The Henrico-based retailer on Monday received approval from U.S. Bankruptcy Court Judge Brendan Shannon to move forward with a "going-concern" sale to an affiliate of F9 Investments, a private equity firm run by Thomas Sullivan, who founded LL as Lumber Liquidators 30 years ago. The deal calls for F9 to retain 219 of LL's 430 stores, along with the stores' inventory and that of the company's massive distribution center in Sandston. F9 also agrees to save the jobs of up to 1,000 LL employees. In exchange, the LL bankruptcy estate expects to receive cash consideration of $40 million - $43 million from F9, according to court documents. With the judge's blessing in hand, it's now up to the two sides to consummate the deal, which is expected to close by Sept. 30. Once finalized, LL will be helmed by Jason Delves, president and CEO of F9 affiliate F9 Brands, court records state. Delves has more than two decades in the flooring and retail industry, having served as executive officer of various subsidiaries of F9, including Cabinets To Go, Southwind Building Products, LLC and Gracious Homes. Also included in the deal is LL's intellectual property, namely the rights to the original Lumber Liquidators brand, which F9 plans to revive. "F9 Brands' focus has been and continues to be restoring Lumber Liquidators as an iconic brand in the flooring industry," Delves said in a filing with the court. Sullivan has previously criticized the company's rebrand from Lumber Liquidators to LL Flooring. It was done after Sullivan's departure from the company in an effort to leave behind the baggage of bad publicity from a damning "60 Minutes" report in 2015 and subsequent legal issues. However, executives have since admitted that the LL Flooring brand never caught on with consumers. Judge Shannon on Monday also approved the sale of LL's most valuable asset: its 1 million-square-foot distribution center in White Oak Technology Park in eastern Henrico. An entity tied to data center giant QTS is the buyer and has agreed to pay $104 million for the sprawling property and its 97 acres at 6115 Technology Creek Drive. That sale also is expected to close by Sept. 30. Commercial real estate brokerage JLL represents both sides of the deal. LL bought the property as raw land from the Henrico Economic Development Authority in 2013 for $4.88 million before building the distribution center. It was most recently assessed by the county at $73 million. As part of the deal, LL will continue to lease 616,000 square feet in the building for two years. It agrees to pay $334,000 a month in rent for the first year and $345,000 per month in the second year. That amounts to $8.1 million over the course of the lease. F9 said it eventually plans to move LL out of the Sandston building into a new-construction distribution center it plans to erect on land next door to F9’s existing distribution center in Tennessee. It's unclear what the sale to F9 will mean for LL's Henrico headquarters at 4901 Bakers Mill Lane in the Libbie Mill development. Sullivan has argued the company's move to that building in 2019 was an unnecessary expense. LL leases the 53,000-square-foot space from Portsmouth-based Waverton Associates, which purchased the building from local developer Gumenick Properties in 2021. F9 said in court filings that its has been in contact with LL vendors and has met with employees and is "preparing to deliver offer letters to employees, thereby providing employees with certainty during the transition." The other 1,000 LL employees who are not being hired by F9 are expected to be laid off. The remaining 211 LL stores that are not being purchased by F9 will be liquidated in closing sales that are ongoing. The proceeds from those sales, as well as the $104 million from the sale of the Sandston property will go to the LL bankruptcy estate and used to pay off the company’s creditors. The company's Chapter 11 bankruptcy process will continue after the closure of the sales, as F9 has created new entities with which to operate the assets it is acquiring. The sale to F9 would help bring an end to a disjointed Chapter 11 case that saw LL enter bankruptcy protection on Aug. 11. Its initial bankruptcy plan was to find a buyer for the business, only to announce earlier this month a pivot into a full-on liquidation that would put it out of business entirely. Then days later it backtracked, announcing it had reached an 11th hour deal with Sullivan and F9. The sale would put control of much of the company back into the hands of Sullivan, who founded it as Lumber Liquidators in the mid-1990s in New England. Under Sullivan's leadership, Lumber Liquidators went public on the New York Stock Exchange in 2007, grew to hundreds of stores and saw its stock price peak at $119 per share. But the company's fortunes began to sour in 2015, after the "60 Minutes" exposé revealed claims of unsafe levels of formaldehyde in flooring it had imported from China. It also pleaded guilty in 2015 to federal environmental crimes related to its imports from the Russian Far East. Sullivan left the company a year later in 2016. Its financial performance and stock price had been on a steady decline ever since, particularly over the last two years as the company turned down several offers from prospective buyers, including F9. Earlier this year it revealed in its earnings statements that its ability to continue to operate was uncertain. It posted a loss of nearly $29 million in the first quarter of this year, on top of an annual loss of $103 million in 2023, and disclosed that it only had $8 million of cash on hand with which to operate. Those dire figures prompted the bankruptcy filing. Sullivan and F9 have been trying for nearly two years to purchase LL, only to be rebuffed at every step. F9 remains LL's largest shareholder, though those shares are now worth nearly nothing in light of the bankruptcy. 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. LLT MANAGEMENT: Law Firms Fight Over $6.5-Bil. Talc Suit Settlement ------------------------------------------------------------------- Emily R. Siegel of Bloomberg Law reports that Johnson & Johnson talc suit law firms clash over $6.5 billion settlement. Three law firms leading the massive suit against Johnson & Johnson over cancer-causing talc products are now fighting each other in court. Alabama's Beasley Allen sued Smith Law Firm and Porter Malouf on Tuesday, alleging that the two firms owe it more than $1 million in litigation expenses related to the J&J case. Beasley Allen also says Smith Law and its founder Robert Allen Smith pushed clients to vote in favor of a controversial settlement deal in the case because of pressure to pay off a large debt—"perhaps as high as $240 million"—to its outside litigation funder. "The financial problems of Defendants Smith and Smith Law have now grown to the point that they are actively undercutting Beasley Allen in settlement negotiations with Johnson & Johnson in an effort to get a settlement that would alleviate their financial problems, but which would not in Beasley Allen's opinion be in the best interest of the joint venture clients," Beasley Allen said in the complaint, filed in a federal court in Alabama. Porter Malouf did not immediately respond to comment requests. J&J is trying for a third time to resolve talc litigation, offering a $6.5 billion settlement covering ovarian cancer claims. The company funneled that liability to a subsidiary, which filed for bankruptcy. The deal must be approved by 75% of the talc claimants in order to be finalized. Beasley Allen opposes the third plan because it "failed to provide fair, timely, and certain compensation to clients of the joint venture." Andy Birchfield, head of mass torts at the law firm, said Beasley Allen filed the new suit to protect its clients. "Shame on Johnson & Johnson for its continuing efforts to sow division at the expense of consumers who have been harmed and traumatized by the company's reprehensible conduct," Birchfield said via email. "This $400 billion company is preying on certain lawyers who are in financial distress and demanding that these lawyers turn their backs on their clients." Robert Allen Smith, founder and principal of Smith Law Firm, said Beasley Allen's lawsuit is "baseless." "Attorneys can disagree on a matter without resorting to such petty tactics," Smith said via email. "I do support the Revised Plan and believe other firms should also support it. I will not be threatened or intimidated from achieving the best result for my clients. I look forward to responding to the lawsuit and presenting the rest of the story." Beasley Allen says it entered a joint venture agreement with Smith Law Firm and Porter Malouf in 2014 for the handling of the talcum powder litigation. The agreement stated that Beasley Allen would be responsible for 50% of the work and expenses, as well as all client contact, according to the complaint. The firms would be jointly responsible for prosecuting cases as part of the deal, Beasley Allen said. The venture eventually grew to cover 11,000 claims, including more than 530 in Alabama. Beasley Allen says it fronted the "overwhelming majority of the expenses." The other firms had to make quarterly payments to them totaling more than $15 million. The firms haven't made those payments since the third quarter of 2023, according to the complaint. Smith Law Firm secured funding from an outside investor after having difficulty sharing the expenses, according to Beasley Allen. Smith also bought out Porter Malouf's interest in the agreement, and allegedly did not transfer all of the talcum powder clients to Beasley Allen as required by the agreement. Fortress Investment Group said in a court filing that it funded Smith Law earlier in the litigation. The firm later acquired funding from Ellington Management Group or its affiliates, according to Fortress. Beasley Allen says it advised clients to vote against the settlement deal, but Smith Law continued negotiations with Johnson & Johnson. Smith Law made commitments related to the plan "for which they have no authority," according to the complaint. The firm allegedly also demanded Beasley Allen provide contact information for all of the claimants in order to contact them and urge them to vote in favor of the plan. Beasley Allen is in a separate battle with Johnson & Johnson alleging the consumer health giant abused the bankruptcy process. The firm asked the court to force J&J to turn over emails and other communications with its in-house attorneys. The case is Beasley, Allen, Crow, Methvin, Portis and Miles, P.C. v. The Smith Law Firm, PLLC, et al, Ala. Dist. Ct., 24-cv-00582, 9/10/24 About LLT Management LLT Management, LLC (formerly known as LTL Management LLC), is a subsidiary of Johnson & Johnson that was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management first filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, served as the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On January 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton, New Jersey, ruled that the second bankruptcy case should be dismissed. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. Claimants must cast their vote to accept or reject the Plan by 4:00 p.m. (Central Time) on July 26, 2024. A solicitation package may be requested at www.OfficialTalcClaims.com or by calling 1-888-431-4056. If the Plan is accepted by at least 75% of voters, a bankruptcy may be filed under the case name In re: Red River Talc LLC in a bankruptcy court in Texas or in the bankruptcy court of another jurisdiction. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT. On May 22, 2024, five individuals, both individually and on behalf of a proposed class, filed a class action complaint against, among others, LLT, J&J, Holdco, and certain of their officers and directors in the United States District Court for the District of New Jersey and is proceeding under case number 3:24-cv-06320. The tort claimants are represented by: (a) Golomb Legal; (b) Levin, Papantonio, Rafferty, Proctor, Buchanan, O’Brien, Barr, Mougey, P.A.; (c) Bailey Glasser LLP; (d) Beasley, Allen, Crow, Methvin, Portis & Miles P.C.; (e) Aschraft & Gerel, LLP; and (f) Burns Charest LLP. The proposed class includes all persons who, as of August 11, 2023, either had a pending lawsuit alleging an ovarian cancer or mesothelioma personal injury claim caused by asbestos or other constituents in J&J talcum powder products or had executed a retainer agreement with a lawyer or law firm to pursue such a claim. The complaint alleges 10 causes of action that generally seek to avoid: the 2021 Corporate Restructuring; the termination of the 2021 Funding Agreement; and the separation of J&J’s consumer health division into Kenvue on the basis that these transactions were actual fraudulent transfers. LLT, J&J, Holdco, and the other defendants dispute the allegations in the Class Action Complaint and believe it lacks merit. In May 2024, J&J and LLT filed in In re Johnson & Johnson Talcum Powder Products Mktg., Sales Practices and Products Litig., MDL No. 2738, Civil Action No. 16-2638 (FLW) (D.N.J. April 27, 2020), a notice of their intent to issue a subpoena to Ellington Management Group, who J&J and LLT believe may have financed Beasley Allen's, or their co-counsel's, talc litigation. J&J and LLT have also filed a notice to issue a subpoena to the Smith Law Firm PLLC. These subpoenas seek documents relating to any litigation financing arrangements. Lawyers at Jones Day serve as counsel to LLT in the 2024 prepackaged bankruptcy. Lawyers at White & Case LLP and Barnes & Thornburg LLP advise Johnson & Johnson. The Members of the Talc Trust Advisory Committee are Andrews & Thornton; Pulaski Kherkher, PLLC; Watts Law Firm LLP; Onderlaw, LLC; and Nachawati Law Group. LUGG INC: Disposable Income to Fund Plan Payments ------------------------------------------------- Lugg Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Plan of Reorganization dated August 15, 2024. The Debtor, initially founded in 2014, utilizes an internet and application-based business that provides a scheduling and booking connection for on-demand moving and delivery services. The Debtor was founded by Eric Kreutzer ("Kreutzer") and Jordan Brown ("Brown" and together with Kreutzer referred to as the "Founders"). The Debtor's customers use a mobile application (the "App") to schedule appointments with independent contractors on Lugg's proprietary platform. Lugg additionally contracts with retailers and other businesses who have a consistent need for moving services. These corporate customers leverage the network of contractors available through Lugg's App for the benefit of their own customers who need to transport large items from the retailer to the customer's home or business. Under the Plan, the Debtor will devote all of its Projected Disposable Income toward the payment of Creditors. The Plan will be funded with funds that are not expended for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor. The Plan provides for payment of Priority Tax Claims in accordance with the Bankruptcy Code, and projects payment to Allowed Secured Claims and Allowed General Unsecured Claims from Projected Disposable Income. Allowed Administrative Claims will be paid under the terms of the Plan and the Debtor's Projected Disposable Income projections in accordance with section 1191(e) of the Bankruptcy Code. Furthermore, Holders of Equity Interests will retain their Equity Interests as they existed on the Commencement Date. Class 2 consists of all General Unsecured Claims against the Debtor. Allowed General Unsecured Claims will be paid over the Plan Payment Period from the Debtor's Projected Disposable Income over the Plan Payment Period. The payments will be made quarterly. Payments will commence on the later of the first day of the first full quarter following the Effective Date, or on the first day of the first full quarter following the date that the respective General Secured Claim becomes Allowed. Plan payments of Projected Disposable Income may be prepaid at any time without penalty. The allowed unsecured claims total $2,760,856.39. This Class is impaired. Each Holder of an Allowed Equity Interest in shall maintain its equity in the Reorganized Debtor. The Plan will be funded by the Projected Disposable Income realized from the operations of the Debtor. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, will revert, free and clear of all Claims and Equitable Interests, to the Debtor, except as may otherwise be expressly provided in the Plan. The officers and directors of the Debtor immediately prior to the Effective Date shall serve as the initial officers and directors of the Reorganized Debtor on and after the Effective Date. Each officer and director shall serve in accordance with applicable non-bankruptcy law and the Debtor's corporate governance documents, as each of the same may be amended from time to time. A full-text copy of the Plan of Reorganization dated August 15, 2024 is available at https://urlcurt.com/u?l=jZityc from PacerMonitor.com at no charge. Counsel to the Debtor: Paul N. Mascia, Esq. Nardella & Nardella, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel: (407) 966-2680 Email: pmascia@nardellalaw.com About Lugg Inc. Lugg, Inc. is a provider of on-demand same-day moving and delivery solutions based in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11032) on May 17, 2024, with $1,940,289 in assets and $173,950 in liabilities. Eric Kreutzer, president, signed the petition. Judge Karen B. Owens presides over the case. The Debtor tapped Nardella & Nardella as bankruptcy counsel and Baker & Hostetler, LLP as Delaware counsel. GGG Partners, LLC as financial advisor. MADISON 33 PARTNERS: Hires Davidoff Hutcher & Citron as Counsel --------------------------------------------------------------- Madison 33 Owner LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Davidoff Hutcher & Citron LLP as its attorneys effective August 26, 2024. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary answers, orders, reports and other legal papers required for a debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interests of the Debtor and to represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business; g. represent the Debtor in connection with obtaining post-petition financing; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors, and the estate. The hourly rates of the firm's counsel and staff are as follows: Attorneys $475 - $825 Paraprofessionals $195 - $275 In addition, the firm will seek reimbursement for expenses incurred. Prior to the Petition Date, Yitzchak Tessler on behalf of the Debtor, paid a $26,750 retainer. Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Telephone: (212) 557-7200 About Madison 33 Owner LLC Madison 33 Owner LLC is the fee simple owner of real property located at 172 Madison Avenue, New York, NY 10016 having an appraised value of $100.6 million. Madison 33 Owner LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11463) on August 26, 2024. In the petition signed by David Goldwasser, as chief restructuring officer, the Debtor reports total assets of $100,600,000 and total liabilities of $39,466,304. Honorable Bankruptcy Judge Philip Bentley oversees the case. The Debtor is represented by Jonathan S. Pasternak, Esq. at DAVIDOFF HUTCHER & CITRON LLP. MARY'S PIZZA SHACK: Files for Chapter 7 Bankruptcy in California ---------------------------------------------------------------- Kirk O'Neil of The Street reports that iconic Northern California pizza chain parent Mary's Pizza Shack Corp. filed for Chapter 7 protection in the U.S. Bankruptcy Court for the Northern District of California as the final step of a restructuring that will convert the business from a single corporation into smaller family-owned units. The restructuring plan, which began in February 2023, calls for founder Mary Fazio's granddaughters to acquire the brand through the Chapter 7 bankruptcy process, which will include liquidation of assets to pay off creditors. About Mary's Pizza Shack Mary's Pizza Shack Inc. is an iconic pizza chain in Northern California. Mary's Pizza Shack Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-10482) on Sept. 10, 2024. The Debtor listed $100,000 to $500,000 in assets and liabilities of less than $1 million in its bankruptcy petition. The Debtor's counsel: Bennett G. Young Jeffer Mangels Butler And Mitchell LLP Tel: 415-398-8080 E-mail: byoung@jmbm.com MEGA MATRIX: Awards $144,000 Discretionary Cash Bonus to CEO ------------------------------------------------------------ Mega Matrix Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that following the recommendation of the Compensation Committee of the Board of Directors of the Company, the Board of Directors approved a discretionary cash bonus of $144,000 in recognition of Mr. Yucheng Hu, the Company's Chief Executive Officer and Chairman, for his exceptional leadership and contribution to the Company's goals. The cash bonus is payable as follows: 25% on September 15, 2024, 25% on October 15, 2024, 25% on November 15, 2024, and 25% on December 15, 2024. About Mega Matrix Palo Alto, Calif.-based Mega Matrix Corp. (NYSE AMEX: MPU) -- https://www.megamatrix.io/ -- is a holding company and operates FlexTV, a short-video streaming platform and producer of short dramas, through Yuder Pte, Ltd., an indirect majority-controlled subsidiary of Mega Matrix. Going Concern The Company cautioned in its Form 10-Q Report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. For the three months ended March 31, 2024, and 2023, the Company reported net losses of approximately $1.9 million and $1.2 million, respectively. In addition, the Company had accumulated deficits of approximately $18.3 million and $17.5 million as of March 31, 2024, and December 31, 2023, respectively. These conditions raised substantial doubt about the Company's ability to continue as a going concern. The Company's liquidity is based on its ability to generate cash from operating activities and obtain financing from investors to fund its general operations and capital expansion needs. The Company's ability to continue as a going concern is dependent on management's ability to successfully execute its business plan, which includes increasing revenue while controlling operating costs and expenses to generate positive operating cash flows and obtain financing from outside sources. MEIER'S WINE: Committee Hires Fox Rothschild LLP as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Meier's Wine Cellars Acquisition, LLC, and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Fox Rothschild LLP as its counsel. The firm's services include: (a) advising the Committee with respect to its rights, duties, and powers in these Chapter 11 Cases; (b) assisting and advising the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 Cases; (c) assisting the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; (e) assisting the Committee in analyzing (i) the Debtors pre-petition financing, and (ii) proposed use of cash collateral, the terms and conditions of the proposed use of cash collateral and the adequacy of the budget; (f) assisting the Committee in its investigation of the liens and claims of the holders of the Debtors pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; (g) assisting 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 certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization or liquidation for the Debtors and accompanying disclosure statements and related plan documents; (h) assisting and advising the Committee as to its communications to unsecured creditors regarding significant matters these Chapter 11 Cases; (i) representing the Committee at hearings and other proceedings; (j) reviewing and analyzing applications, orders, statements of operations, and schedules filed with the Court and advising the Committee as to their propriety; (k) assisting the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives in these Chapter 11 Cases, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals, including Fox Rothschild; (l) preparing, 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 (m) performing such other legal services as may be required or are otherwise deemed to be 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. Fox Rothschild's current hourly rates are: Michael G. Menkowitz, Partner $1,160 Michael A. Sweet, Partner $980 Jesse M. Harris, Associate $550 Stephanie Slater Ward, Associate $550 Robin I. Solomon, Paralegal $495 Marcia Steen, Paralegal $460 The following is provided in response to the request for additional information contained in paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No, Fox Rothschild has not agreed to any variation from its customary billing arrangements except that Fox Rothschild has agreed to cap its blended hourly rate at $700 per hour for the entire engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: Fox Rothschild professionals included in this engagement have not varied their rate based on the geographic location of these Chapter 11 Cases. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition period. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Fox Rothschild did not represent the Committee prior to the Petition Date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Fox Rothschild expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Fox Rothschild reserves all rights. The Committee has approved Fox Rothschild's proposed hourly billing rates. Stephanie Slater Ward, Esq., an associate of Fox Rothschild, 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: Stephanie Slater Ward, Esq. Fox Rothschild LLP 1201 N. Market Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 622-4261 Fax: (302) 656-8920 Email: sslater@foxrothschild.com About Meier's Wine Cellars Acquisition Meier's Wine Cellars Acquisition, LLC -- https://www.vintagewineestates.com -- and its affiliates comprise a leading vintner in the United States, producing, bottling and selling wines and hard ciders through wholesale, direct-to-consumer and business-to-business sales. The Debtors' current portfolio consists of more than 30 brands, including luxury and lifestyle wines. The Debtors own and lease approximately 1,850 acres in premium wine-growing regions of the United States, operating 11 wineries that support nine tasting rooms. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11575) on July 24, 2024, listing $100 million to $500 million in both assets and liabilities. Kristina Johnston, secretary and treasurer, signed the petitions. Judge Mary F. Walrath oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Jones Day as legal counsels; GLC Advisors & Co., LLC as investment banker; and Riveron Consulting, LLC as financial advisor. Epiq Corporate Restructuring, LLC is the Debtors' claims and noticing agent. METRO MATTRESS: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------ Thomas Lester of Furniture Today reports that bedding specialty retailer Metro Mattress Corp. filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of New York on September 4, 2024. According to Furniture Today, the Syracuse, N.Y.-based retailer, which operates 69 stores in five states, cited expansion into new markets, coupled with recent downturns in the industry, as its chief reasons for the filing. As such, it indicated that it will turn its focus to strengthening its New York stores as part of the restructuring and exit its other markets. "The company has a strong business model in our core New York market and will continue our normal business operations in that market," CEO Dino Cifelli said in a statement. "We have made the tough decision to exit the New England market. This strategic step allows us, with the support of our vendors and loyal customer base, to pave the way to a robust future." In the filing, Metro Mattress listed estimated assets between $1,000,001 and $10 million compared with estimated liabilities between $10,000,001 and $50 million to an estimated 100 to 199 creditors. In a release, Metro Mattress noted that the restructuring will allow it to reorganize its operations, focus on its core strengths, so it can emerge as a more streamlined and resilient organization, and that customers in the New York market can expect no disruption in service and Metro Mattress will continue to honor all existing warranties and commitments. About Metro Mattress Corp. Metro Mattress Corp. is specialty retailer of mattresses serving New York, Connecticut, New Hampshire, Massachusetts, and Rhode Island customers. Metro Mattress Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-30773) on September 4, 2024. In the petition tiled by Dino Cifelli, as chief executive officer, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Wendy A. Kinsella oversees the case. The Debtor is represented by: Jeffrey A. Dove, Esq. BARCLAY DAMON LLP Barclay Damon Tower 125 East Jefferson Street Syracuse, NY 13202 Tel: 315-413-7112 Email: jdove@barclaydamon.com MINESEN COMPANY: Accountant Wins $132,811 in Fees ------------------------------------------------- Judge Robert J. Faris of the United States Bankruptcy Court for the District of Hawaii approved the fourth and final application of Peter K. Matsumoto, CPA, for compensation in the bankruptcy case of The Minesen Company. Mr. Matsumoto, accountant to the chapter 11 trustee Dane S. Field, seeks a final allowance of compensation in the amount of $132,811.23. At the hearing on the application on August 26, 2024, Simon Klevansky and Alika Piper appeared for the trustee, Ted Pettit appeared for Minesen, Christopher Muzzi appeared for Pangolin, Dana Barbata appeared for the Army Morale Welfare and Recreation Fund, and Curtis Ching appeared for the Office of the United States Trustee. The objectors argue that the application presents disputed issues of fact and that therefore the court should allow discovery and hold an evidentiary hearing. The objectors offer a one-page letter from a CPA criticizing some of Mr. Matsumoto's fees and work. The objectors offer the declaration of Max Jensen that criticizes the trustee's application and his performance (and indirectly criticizes the work of the trustee's accountant). The trustee has filed his own declaration that contradicts Mr. Jensen's declaration in many respects. The objectors argue that the court should reduce Mr. Matsumoto's compensation because, for a time, the transient accommodation tax and Oahu transient accommodation tax withholding was incorrect. They argue that Mr. Matsumoto should have discovered this problem and corrected it earlier. Mr. Matsumoto's conduct was well within the applicable standard, the Court finds. The debtor's staff had reported and paid TAT and OTAT in the same fashion for many years without any complaint from the taxing authorities. Neither Minesen nor its accountants noticed the error. The trustee did not retain Mr. Matsumoto to conduct a complete review of Minesen's historical accounting and tax reporting practices. Mr. Matsumoto provided valuable accounting support to the trustee to correct the problem once it was revealed, the Court states. The objectors argue that Mr. Matsumoto performed simple bookkeeping tasks that could have been performed at lower hourly rates. The Court says it was particularly appropriate for the accountant to do the work himself in this case because Minesen had its own accounting staff who did the bookkeeping. The objectors' vague and unsworn allegations do not create a genuine issue of fact concerning Mr. Matsumoto's exercise of his professional judgment, the Court notes. The objectors also claim that the estate should not pay the accountant for amending his own work. According to Judge Faris, "This objection holds a bankruptcy trustee's accountant to an unreasonably high standard. Bankruptcy trustees and their professionals are dropped into cases because things are going wrong. They have little or no advance preparation. It is absurd to expect them to get everything right on the first try. They should be compensated for the effort it takes to correct mistakes that a reasonable person would have made." Juge Faris says, "Accordingly, I find and conclude that $132,811.23 represents reasonable compensation for Mr. Matsumoto." A copy of the Court's decision dated September 11, 2024, is available at https://urlcurt.com/u?l=UOVzA3 About The Minesen Company The Minesen Company -- http://www.innatschofield.com/-- owns a transient military lodging facility at Schofield Barracks in central Oahu known as the Inn at Schofield Barracks. It is based in Wahiawa, Hawaii. The Minesen Company filed a petition for Chapter 11 protection (Bankr. D. Hawaii Case No. 19-00849) on July 4, 2019, with up to $50 million in assets and up to $10 million in liabilities. Max Jensen, president of The Minesen Company, signed the petition. Judge Robert J. Faris oversees the case. The Debtor tapped Goodsill Anderson Quiin & Stifel as bankruptcy counsel; Snell & Wilmer, LLP, Keith M. Kiuchi, A Law Corporation and Crowell & Moring, LLP as special counsels; Joseph M. Salvator CPA, PC as accountant; and Schlissel & Associates, LLC as tax advisor. Dane S. Field, the Chapter 11 trustee appointed in the Debtor's case, tapped Klevansky Piper, LLP, as legal counsel and Peter K. Matsumoto, CPA, as accountant. MINESEN COMPANY: Chun Kerr Wins $687,000 in Fees ------------------------------------------------ Judge Robert J. Faris of the United States Bankruptcy Court for the District of Hawaii approved the fourth and final application of Chun Kerr for compensation in the bankruptcy case of The Minesen Company. Chun Kerr, general counsel to the chapter 11 trustee Dane S. Field, seeks a final allowance of compensation in the amount of $683,766.25 and expenses of $3,591.96 for a total of $687,358.21. The Minesen Company and Pangolin LLC object. At the hearing on the application on August 26, 2024, Simon Klevansky and Alika Piper appeared for Chun Kerr, Ted Pettit appeared for Minesen, Christopher Muzzi appeared for Pangolin, Dana Barbata appeared for the Army Morale Welfare and Recreation Fund, and Curtis Ching appeared for the Office of the United States Trustee. The objectors argue that the application presents disputed issues of fact and that therefore the court should allow discovery and hold an evidentiary hearing. The objectors argue that Chun Kerr should have immediately filed a plan. Instead, the firm began to draft a plan but never filed it. According to the Court, Chun Kerr was correct to focus its efforts on assisting the trustee in his efforts to assume the contracts, including the retention of Highgate as the hotel manager, before filing a plan. The objectors argue that the court should reduce Chun Kerr's compensation because, for a time, the trustee did not pay the correct amount of the transient accommodation tax and Oahu transient accommodation tax. The trustee's and Chun Kerr's conduct was well within the applicable standard, the Court finds. The trustee allowed the hotel staff to continue reporting and paying transient accommodation tax and Oahu transient accommodation tax as they had done under Minesen's direction for many years without any complaint from the taxing authorities. Neither the trustee nor Chun Kerr breached any duty of care by failing independently to detect Minesen's error, the Court states. The objectors claim that under Baker Botts L.L.P. v. ASARCO LLC, 576 U.S. 121, 124 (2015), Chun Kerr will not be able to recover its attorney fees for defending its fee application. The Court points out the conduct complained of occurred prior to the effective date and was in connection with the administration of this bankruptcy case. In Baker Botts, the Supreme Court held that the Bankruptcy Code did not displace the American Rule that each party pay its own costs in fee defense litigation. 576 U.S. at 128. But in this case, the confirmed plan, as a binding contract between all the parties in the current dispute, supplants the American Rule. Thus, Chun Kerr will be entitled to reasonable fees for defending its fee application, the Court concludes. Judge Faris says, "Accordingly, I find and conclude that $683,766.25 represents reasonable compensation and $3,591.96 represents reasonable reimbursement of actual, necessary expenses for Chun Kerr." A copy of the Court's decision dated September 11, 2024, is available at https://urlcurt.com/u?l=BQM1g7 About The Minesen Company The Minesen Company -- http://www.innatschofield.com/-- owns a transient military lodging facility at Schofield Barracks in central Oahu known as the Inn at Schofield Barracks. It is based in Wahiawa, Hawaii. The Minesen Company filed a petition for Chapter 11 protection (Bankr. D. Hawaii Case No. 19-00849) on July 4, 2019, with up to $50 million in assets and up to $10 million in liabilities. Max Jensen, president of The Minesen Company, signed the petition. Judge Robert J. Faris oversees the case. The Debtor tapped Goodsill Anderson Quiin & Stifel as bankruptcy counsel; Snell & Wilmer, LLP, Keith M. Kiuchi, A Law Corporation and Crowell & Moring, LLP as special counsels; Joseph M. Salvator CPA, PC as accountant; and Schlissel & Associates, LLC as tax advisor. Dane S. Field, the Chapter 11 trustee appointed in the Debtor's case, tapped Klevansky Piper, LLP, as legal counsel and Peter K. Matsumoto, CPA, as accountant. MMEX RESOURCES: Incurs $455K Net Loss in First Quarter ------------------------------------------------------ MMEX Resources Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $455,222 on $0 of revenues for the three months ended July 31, 2024, compared to a net loss of $1.19 million on $0 of revenues for the three months ended July 31, 2023. As of July 31, 2024, the Company had $1.04 million in total assets, $5.27 million in total liabilities, and a total stockholders' deficit of $4.23 million. MMEX stated, "Since inception, our operations have primarily been funded through private debt and equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital or that amounts will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1440799/000147793224005733/mmex_10q.htm About MMEX Resources Corporation Since 2016, the focus of MMEX Resources Corporation's business has been to build crude oil distillation units and refining facilities (CDUs) in the Permian Basin in West Texas. The Company revised its business plan in 2021 to move MMEX to clean energy production, leveraging its history, management and business relationships from the traditional energy sector. Since 2021 MMEX has expanded its focus to the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy. The Company has formed three special purpose entities of the Company - one to transition from legacy refining transportation fuels by producing them as ultra clean fuels with carbon capture, a second which plans to produce blue hydrogen from natural gas and utilize the hydrogen to produce electric power and a third which plans to produce green hydrogen converted to green ammonia in the United States and internationally. These three sub-divisions will be operating respectively as Pecos Clean Fuels & Transport, LLC, Trans Permian H2Hub, LLC and Hydrogen Global, LLC. The planned projects are designed to be powered by solar and wind renewable energy. Through April 30, 2024, the Company has had no revenues and has reported continuing losses from operations. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2013, issued a "going concern" qualification in its report dated July 29, 2024, citing that the Company has recurring net losses, working capital deficit, and stockholders' deficit as of April 30, 2024, which raises substantial doubt about its ability to continue as a going concern. MOUNTAIN SPORTS: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------ Mountain Sports, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to retain professionals utilized in the ordinary course of business. These OCPs have provided legal, technical, accounting, consulting, and/or other related services to the Debtors, upon which they rely on to manage their day-to-day operations. The Debtors seek to pay OCPs 100 percent of the fees and expenses incurred. The Debtors do not believe that any of the OCPs have an interest materially adverse to them, their estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCPs' include: Littler Mendelson P.C. 101 Second Street, Suite 1000 San Francisco, CA 94105 -- Employment & Labor Counsel About Mountain Sports Mountain Sports LLC, doing business as Bob's Stores, Eastern Mountain Sports, EMS, and Sport Chalet, is a sporting goods, hobby and musical instrument retailer. Mountain Sports LLC and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11385) on June 18, 2024. In the petitions filed by David Barton, authorized representative, Mountain Sports disclosed between $10 million and $50 million in both assets and liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Goldstein & McClintock LLLP as counsel and Silverman Consulting as financial advisor. On July 3, 2024, the Office of the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Lowenstein Sandler, LLP as bankruptcy counsel and Morris James LLP as Delaware counsel. NAVIENT CORP: Agrees to Pay $120M to CFPB, Student Lending Ban -------------------------------------------------------------- Navient Corporation and The Consumer Financial Protection Bureau (CFPB) announced that they have agreed to a stipulated final judgment and order to resolve previously reported litigation concerning alleged violations of the Consumer Financial Protection Act of 2010, Fair Credit Reporting Act, and Fair Debt Collection Practices Act. Among other provisions, pursuant to the Order, the Company agreed to pay a monetary penalty and relief of $120 million. If entered by the court, the proposed order would permanently ban the company from servicing federal Direct Loans and would forbid the company from directly servicing or acquiring most loans under the Federal Family Education Loan Program According to CFPB, these bans would largely remove Navient from a market where it, among other illegal actions, steered numerous student loan borrowers into costly repayment options. Navient also illegally deprived student borrowers of opportunities to enroll in more affordable income-driven repayment plans and forced them to pay much more than they should have. Under the terms of the order, Navient would have to pay a $20 million penalty and provide $100 million in redress for harmed borrowers. "For years, Navient's top executives profited handsomely by exploiting students and taxpayers," said CFPB Director Rohit Chopra. “By banning the notorious student loan giant from federal student loan servicing and ensuring the winddown of these operations, the CFPB will finally put an end to the years of abuse." The CFPB's investigation of Navient kicked off a series of efforts by state and federal agencies to examine forbearance steering and other breakdowns in the income-driven repayment program. Those efforts have resulted in more than $50 billion in debt relief for more than 1 million borrowers who were wrongly steered into forbearance, as well as those who had payments miscounted. The Navient order complements actions already taken by the Department of Education and state attorneys general to provide redress to borrowers harmed by Navient. Navient (NASDAQ: NAVI) is headquartered in Herndon, Virginia, and was formerly known as Sallie Mae. At the time of the CFPB's lawsuit in 2017, Navient was the largest student loan servicer in the United States. It serviced student loans of more than 12 million borrowers, including more than 6 million accounts under its contract with the Department of Education. Altogether, it serviced more than $300 billion in federal and private student loans. During the period covering the CFPB's lawsuit, the company was led by CEO Jack Remondi. Remondi orchestrated the launch of Navient out of Sallie Mae. Since the launch of Navient, the company's performance has lagged others in the industry. Last year, Navient's board of directors replaced Remondi and began to transition the company away from its sordid history. The CFPB sued Navient for failing borrowers at every stage of repayment. The lawsuit alleges that Navient steered borrowers who may have qualified for income-driven repayment plans into forbearance instead. This practice was cheaper and simpler for Navient, but detrimental to borrowers. By steering struggling borrowers into forbearance -- where interest continues to accrue and capitalize – Navient's illegal actions led numerous borrowers to pay additional interest charges. CFPB Order Under the Consumer Financial Protection Act, the CFPB has the authority to take action against institutions violating consumer financial protection laws, including engaging in unfair, deceptive, or abusive acts or practices. If entered by the court, the CFPB's order bans Navient from most federal student loan activities. Navient would no longer be able to service federal Direct Loans and, with certain limited exceptions, no longer be able to acquire Federal Family Education Loan Program loans. Navient would also be banned from conducting consumer-facing servicing activities for the Federal Family Education Loan Program. Where Navient is the master servicer for any remaining Federal Family Education Loan Program loans, the order requires Navient to take a series of steps to help ensure borrowers' rights are protected, including the right to enroll in more affordable repayment plans. The order also requires Navient to: * Pay $100 million redress to consumers: Navient will be required to provide $100 million in redress for affected consumers. * Pay a $20 million penalty: Navient will pay $20 million into the CFPB's victims relief fund. Won't Impact Business Plan Pursuant to the stipulated order entered into by the Company, the Company also agreed not to re-enter servicing of federal student loans and not to acquire any additional ownership interest in FFELP loans. The Company said in a regulatory filing that it does not expect these restrictions to impact its business plans, the outsourcing of its student loan servicing operations or the achievement of its other strategic actions announced in January 2024. The Company also agreed to implement a compliance plan to ensure compliance with applicable laws and the terms of the Order. As of June 30, 2024, the Company had recorded a contingency loss liability of $105 million related to this matter. About Navient Corp. Navient Corporation (Nasdaq:NAVI) is an American student loan servicer based in Wilmington, Delaware. Managing nearly $300 billion in student loans for more than 12 million debtors, the company was formed in 2014 by the split of Sallie Mae into two distinct entities: Sallie Mae Bank and Navient. NAVIENT CORP: S&P Upgrades ICR to 'BB', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit rating on Navient Corp. to 'BB' from 'BB-'. The outlook is stable. S&P affirmed the short-term issuer credit rating at 'B'. At the same time, S&P raised the issue rating on the unsecured notes to 'BB-' from 'B+'. On Sept. 12, 2024, Navient reached an agreement with the Consumer Financial Protection Bureau (CFPB) to resolve its previously disclosed litigation from 2017, which alleged the company steered borrowers with long-term financial hardship into forbearance, instead of income-driven repayment plans, among other complaints. As part of the agreement, Navient will pay a penalty of $20 million, plus additional monetary relief and redress of $100 million to a population of borrowers determined by the CFPB. Additionally, the company also agreed to not re-enter servicing federal student loans and not acquire any additional ownership interest in Federal Family Education Loan Program (FFELP) loans. S&P views the combined impact of the settlement to have no material effect on its business operations. The one-notch upgrade, through a favorable comparable ratings adjustment, reflects its existing market position and the resolved litigation with the CFPB. In September 2024, Navient reached an agreement with the CFPB to resolve its previously disclosed litigation. The company has agreed to pay a penalty of $20 million, plus additional monetary relief and redress of $100 million to a population of borrowers determined by the CFPB. Navient has also agreed not to reenter servicing federal student loans and to not acquire any additional ownership interest in FFELP loans. S&P does not expect this to affect the company given it has already outsourced the servicing of FFELP loans to MOHELA as part of its strategic initiatives earlier this year. Lenders no longer originate FFELP loans because of federal law changes in 2010. The company also agreed to implement a compliance plan to ensure it complies with applicable laws and the terms of the order. S&P said, "As of June 30, 2024, the company recorded a contingency loss liability of $105 million related to this matter, and an additional $15 million is minimal, in our view. The total settlement is well below the company's estimated amount of up to $250 million. We expect the total payment to be manageable as the company had about $1.0 billion in cash on balance sheet as of June 30, 2024. Navient does not expect these restrictions to affect its business plans, the outsourcing of its student loan servicing operations, or its other strategic actions announced in January 2024." Navient's asset quality remains very manageable, on a blended basis, with net charge-offs at 0.7% for the first half of 2024, and is expected to remain below 1.0% for the next 12 months. While the company's FFELP book continues to be in run-off, it still makes up a significant portion of its assets and interest income. The $32.9 billion portfolio of FFELP loans as of June 30, 2024, continues to have relatively low credit risk. Guarantee agreements from the U.S. Department of Education (ED) generally cover at least 97% of a FFELP loan's principal and accrued interest for loans disbursed. For the six months ended June 30, 2024, FFELP loan's net charge-off rate was minimal at 0.14% and 90+ delinquency rate was 7.0%. S&P said, "In our view, Navient's exposure to credit risk is higher in its growing $16.2 billion private education loan portfolio, which does not benefit from such guarantees. We expect the proportion of the company's balance sheet exposed to higher-risk private education loans will rise over time as FFELP assets run off. As of June 30, 2024, its private education loan segment had net charge-offs rising to 2.0% from 1.5% a year ago, and the 90+ delinquency rate staying relatively unchanged around 2.2%. S&P Global Ratings' economists expect the Federal Reserve to start cutting its benchmark rate in September. Still, they expect the economy to continue transitioning to below-trend growth with the probability of a recession at an elevated 25%-30% and unemployment likely rising in the next two years, to 4.4%. "As a result, we could see some strain in asset quality as we think refinance loans are lower risk than private education loans originated while students are in school. "We expect Navient will operate with risk-adjusted capital (RAC) ratio of 7%-10%.Our RAC ratio for Navient was 9.5% as of June 30, 2024, compared with 9.1% as of Dec. 31, 2023. We expect the RAC ratio to remain 7%-10%, albeit at the higher end of the range, over the next 12 months as assets continue to decline due to FFELP run-off, retained earnings grow, and the company continues working on its strategic initiatives. There may be reduced capital resulting from shareholder friendly activities, which we consider for our expected RAC ratio. "Our issue rating on Navient's unsecured bonds remains one notch below the issuer credit rating. This reflects our expectation that the company's unencumbered assets to unsecured debt ratio will remain below 1.0x over the next 12 months. We exclude the company's overcollateralization balances associated with its asset-backed securities trusts from unencumbered assets, although the company has successfully borrowed funds against the overcollateralized balances. As of June 30, 2024, Navient had $500 million of unsecured notes due 2024, with $553 million maturing 2025. "The stable outlook indicates our expectation that over the next 12 months, Navient will maintain a risk-adjusted capital (RAC) ratio of 7.0%-10% and there are no material outstanding litigations. Our outlook also considers the company reporting steady operating performance and sufficient liquidity to meets its ongoing needs." S&P could lower the ratings in the next 12 months if: -- Asset quality deteriorates materially, as indicated by rising delinquencies or charge-offs; -- RAC ratio drops below 7.0%, potentially resulting from share repurchases or dividends; -- Adverse regulatory actions are expected to affect the company's operations; or -- Liquidity gets strained, such that we expect the company to have difficulty repaying its upcoming unsecured debt maturities. An upgrade is unlikely in the next 12 months. NETCAPITAL INC: Incurs $2.53 Million Net Loss in First Quarter -------------------------------------------------------------- NetCapital, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.53 million on $142,227 of revenues for the three months ended July 31, 2024, compared to a net loss of $491,655 on $1.52 million of revenues for the three months ended July 31, 2023. As of July 31, 2024, the Company had $41.44 million in total assets, $3.93 million in total liabilities, and $37.51 million in total stockholders' equity. NetCapital said, "There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. The Company has recently reduced its operating expenses and has turned its focus to its funding portal business, which generates cash revenues and has seen a growth in revenues on a year-to-year basis. The Company plans to continue operating with lower fixed overhead amounts and seeks to raise money from private placements, public offerings and/or bank financing. The Company's management has determined, based on its recent history and the negative cash flow from operations, that it is unlikely that its plan will sufficiently alleviate or mitigate, to a sufficient level, the relevant conditions or events noted above. To the extent that funds generated from any private placements, public offerings and/or bank financing, if available, 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 acceptable terms. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Accordingly, the Company's management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date of these financial statements. There can be no assurance that the Company will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its business network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty." Management Comments "This was a challenging quarter for us, driven primarily by a decrease in revenues for services that we provide in exchange for equity securities," said Martin Kay, CEO of Netcapital Inc. "However, we have taken what we believe are important steps to lay the groundwork for future opportunities. In May 2024, for example, we announced that our wholly-owned subsidiary, Netcapital Securities Inc. applied for broker-dealer registration with the Financial Industry Regulatory Authority ("FINRA"). We believe that by having a registered broker-dealer, it could create opportunities to expand our revenue base by hosting and generating additional fees from Reg A+ and Reg D offerings on the Netcapital platform. In addition, in July 2024, we announced the launch of our beta version of a secondary trading platform through the Templum ATS to a closed group of users. This secondary trading platform has been designed to provide investors who purchase stock through the Netcapital funding portal with the potential for secondary trading through access to the Templum ATS." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1414767/000149315224036373/form10-q.htm About Netcapital Inc. Headquartered in Boston, Mass., Netcapital Inc. -- www.netcapital.com -- is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company's funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated July 29, 2024, citing that the Company has negative working capital, net operating losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. NEXTTRIP INC: Incurs $1.98 Million Net Loss in First Quarter ------------------------------------------------------------ Nexttrip, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.98 million on $188,793 of revenue for the three months ended May 31, 2024, compared to a net loss of $1.10 million on $19,562 of revenue for the three months ended May 31, 2023. As of May 31, 2024, the Company had $4.70 million in total assets, $3.53 million in total liabilities, and $1.17 million in total stockholders' equity. Nexttrip stated, "The Company currently does not have sufficient cash and working capital to fund its operations and will require additional funding in the public or private markets in the near-term to be able to continue operations. The Company currently has no understanding or agreement to obtain such funding, and there is no assurance that we will be successful in obtaining additional funding. If we fail to obtain sufficient funding when needed, we will be forced to delay, scale back or eliminate all or a portion of our commercialization efforts and operations. As a result, there is substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at the SEC's website at: https://www.sec.gov/ix?doc=/Archives/edgar/data/788611/000149315224036417/form10-q.htm About NextTrip Inc. NextTrip (formerly known as Sigma Additive Solutions, Inc. -- https://investors.nexttrip.com/ -- is an innovative technology company that is building next generation solutions to power the travel industry. NextTrip through its subsidiaries, provides travel technology solutions with sales originating in the United States, with a primary emphasis on accommodations, hotels, flights, wellness, and all-inclusive travel packages. Its proprietary booking engine, branded as NXT2.0, provides travel distributors access to a sizeable inventory. NextTrip's NXT2.0 booking technology was built upon a platform acquired in June 2022, which previously powered the Bookit.com business, a well-established online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Sept. 4, 2024, citing that the Company has suffered recurring losses from operations and has a negative working capital that raise substantial doubt about its ability to continue as a going concern. PERATON CORP: S&P Downgrades ICR to 'B-', Outlook Stable -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Peraton Corp. to 'B-' from 'B'. At the same time, S&P lowered its issue-level ratings on Peraton's rated debt by one notch, though its recovery ratings are unchanged. The stable outlook reflects S&P's expectation that the company's debt to EBITDA will remain above 7.5x while it generates positive free cash flow through 2025. S&P said, "The downgrade reflects our expectation that Peraton's debt to EBITDA will remain above 8x through 2025.The expansion in the company's revenue has been modest since 2023 and its EBITDA margins have declined, which led it to report weaker-than-expected earnings. Despite management's efforts to improve its working capital factors--such as its days sales outstanding--Peraton's cash flows have suffered due to its reduced EBITDA. The company has also been unable to pay down its debt using its excess cash, as we previously expected, which resulted in a higher-than-expected debt load spread across a lower-than-expected EBITDA base. Therefore, we now expect Peraton's debt to EBITDA will be in the 8.7x-9.1x range in 2024 and in the 8.0x-8.4x range in 2025." The company's EBITDA margins are being suppressed by multiple factors. After some unexpected contract losses, Peraton has relied on new business to recover its lost revenue. The company's margins on its contract tend to be lower earlier in their life due to the elevated costs related to their ramp up. Peraton has also failed to execute on some of its contracts, leading to further cost increases and delays in its recognition of revenue. While an increase in the company's proportion of cost-plus contracts, relative to fixed-price contacts, could mitigate some of these risks, it would also limit its upside. S&P expects Peraton's EBITDA margins will be in the 13.0%-13.5% range in 2024 and in the 13.5%-14.0% range in 2025. The company's interest-rate hedges limit its cash flow downside. Peraton has certain interest-rate hedges in place, which render more than half of its debt fixed price in nature through 2028. Interest rates are currently well above 2021 levels when Peraton used debt to fund the acquisitions that created its current business. S&P said, "These hedges help limit the company's debt service costs during this period of higher interest rates, which we expect will decline by the time its hedges expire. Peraton is also working to improve its working capital management, with a specific focus on reducing its days sales outstanding. We believe the company could generate a free cash flow deficit in 2024, though we expect its free cash flow generation will turn positive in 2025 and continue to expand throughout our forecast period." S&P said, "The stable outlook reflects our expectation that Peraton's debt to EBITDA will be above 7.5x through 2025, though we believe its positive cash flow generation and lack of near-term debt maturities will support its maintenance of sufficient liquidity. "We could lower our ratings on Peraton if its debt to EBITDA rises such that we believe its capital structure is unsustainable. We could also lower our rating if it generates materially negative free cash flow and we don't expect its cash flow generation will improve, which would constrain its liquidity." These scenario could occur if: -- The company's revenue is weaker than expected because it loses existing business or fails to win material new awards; -- Its EBITDA margins are negatively affected by operational inefficiencies that lead to increased costs or delayed deliveries; -- Interest rates remain higher than expected, leading to continued elevated cash interest costs; or -- Its working capital outflows are higher than expected as it attempts to organically expand its business. S&P could raise its ratings on Peraton if its debt to EBITDA declines below 7.5x and it generates materially positive free cash flow. This could occur if: -- The company continues to win new contracts in excess of our expectations; -- It expands its organic revenue by implementing more-efficient hiring practices; -- The company effectively manages the start-up costs in the early stages of its programs such that it improves its profitability; -- Peraton manages its working capital while expanding its business; and -- The company uses its excess cash to repay debt beyond its mandatory amortization. PP&G INC: Committee Taps Melehy & Associates as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of PP&G, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Melehy & Associates LLC as its counsel. The firm will render these services: a. advise the Committee with respect to its rights, duties and powers in this case; b. assist and advise the Committee in its consultations with the Debtor relating to the administration of this case; c. assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the Committee's investigation of the acts, conducts, assets, liabilities and financial condition of the Debtor and other parties involved with the Debtor, and of the operation of the Debtor's business; e. assist the Committee in its analysis of, and negotiations with the Debtor or any other third-party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and/or executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtor; f. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in this case; g. represent the Committee at all hearings and other proceedings at which the Committee must appear; h. review and analyze, as well as advise the Committee with respect to, applications, orders, statements of operations and schedules filed with the Court; i. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and j. perform such other services as may be required and are deemed to be the in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these rates: Omar Vincent Melehy $675 per hour Suvita Melehy $625 per hour Andrew Balashov $450 per hour Law Clerks and Paraprofessionals $240 to $300 per hour Andrew Balashov, Esq., Melehy & Associates LLC, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. The firm may be reached at: Andrew Balashov, Esq. Melehy and Associates LLC 8403 Colesville Rd., Suite 610 Silver Spring, MD 20910 Telephone: (301) 587-6364 Facsimile: (301) 587-6308 Email: abalashov@melehylaw.com About PP&G Inc. On May 24, 2024 PP&G Inc. -- https://Baltimore -- doing business as Norma Jean's Gentleman's Club, was founded in 1998. The company's line of business includes Commercial printing and the lithographic process. PP&G Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-14430) on May 24, 2024. In the petition signed by Lisa Ireland, as president, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Michelle M. Harner oversees the case. The Debtor tapped Brett Weiss, Esq., at The Weiss Law Group, LLC as bankruptcy counsel and Andrew B. Saller, Esq., at The Law Offices of Andrew B. Saller, PC as special counsel. PRESPERSE INC: Seeks Chapter 11 Bankruptcy Due to Talc Claims ------------------------------------------------------------- Nikkei Asia reports that a U.S. subsidiary of Japanese trading house Sumitomo Corp., Presperse Inc., that distributed cosmetics ingredients for such brands as Estee Lauder, L'Oreal and Avon has filed for Chapter 11 bankruptcy protection. According to Nikkei Asia, Presperse had $59.2 million in liabilities as of March 31, 2024 Sumitomo said Tuesday, September 10, 2024. The filing comes amid mounting litigation related to claims that its talc products caused cancer. About Presperse Inc. Presperse Inc. -- https://www.presperse.com/ -- is a subsidiary of Japanese trading house Sumitomo Corp., Presperse Inc., that distributed cosmetics ingredients for such brands as Estee Lauder, L'Oreal and Avon. Presperse Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-18921) on Sept. 9, 2024. In the petition filed by Mehul Shah, as chief financial officer, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. The Debtor is represented by: Morris S. Bauer, Esq. Duane Morris LLP 19 Schoolhouse Road Somerset, NJ 08873 RAY'S TRANSPORT: Seeks to Hire Maxwell Dunn PLC as Legal Counsel ---------------------------------------------------------------- Ray's Transport Inc. seeks approval from the US Bankruptcy Court for the Eastern District of Michigan to hire Maxwell Dunn, PLC as legal counsel. The firm's services include: a. assisting the Debtor in the preparation of bankruptcy schedules and statements and any amendments thereto; b. advising the Debtor for duties while in a Chapter 11 bankruptcy; c. attending the initial debtor interview scheduled by the Office of the U.S. Trustee and facilitating the Debtor's requirements for the meeting, and attending the initial status conference as directed by the court and meeting of creditors pursuant to Section 341; d. preparing pleadings; e. attending the 60-day status conference and all other hearing appurtenant to Subchapter V of Chapter 11; f. managing the receipt, review and filing of monthly operating reports and any other documents, reports or filings that the Debtor is required to submit; g. preparing applications for compensation of the firm and any other professionals that may be employed by the estate; h. preparing pleadings related to sale applications or valuation motions, if any; i. attending hearings and meetings, as requested; j. negotiating with creditors regarding critical aspects of the Chapter 11 proceeding and the plan confirmation process; k. consulting the Debtor regarding the Chapter 11 proceeding and advising the responsible party regarding various aspects of the matter; l. consulting professionals who the estate may need to hire; m. preparing a Chapter 11 plan, disclosure statement and ballots to be served to creditors; n. filing and representing the Debtor in any adversary proceedings that may arise; and o. providing other legal services. The firm will be paid at these rates: Ethan Dunn, Owner/Attorney $400 per hour Alexander Berry-Santoro, Managing Attorney $325 per hour Aaron Witalec, CPA $235 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received an initial retainer of $13,262, plus $1,738 filing fee. Alexander Berry-Santoro, Esq., a partner at Maxwell Dunn, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alexander J. Berry-Santoro, Esq. MAXWELL DUNN, PLC 2937 E. Grand Blvd. Detroit, MI 48202 Tel: (248) 246-1166 Email: aberrysantoro@maxwelldunnlaw.com About Ray's Transport Inc. Ray's Transport Inc. is part of the general freight trucking industry that provides expedited shipping services. With a fleet of temperature-controlled trailers, the Company transports all products requiring refrigeration. Ray's Transport Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-47747) on Aug. 12, 2024. In the petition filed by Ray Almoosawi, as sole shareholder, the Debtor reports total assets as of Dec. 31, 2023 amounting to $4,612,144 and total liabilities as of Dec. 31, 2023 of $2,722,529. The Debtor is represented by Alexander J. Berry-Santoro, Esq. at Maxwell Dunn, PLC. RED LOBSTER: 14 Stores Remain Open in Arizona After Ch.11 Exit -------------------------------------------------------------- Shelby Slade of Arizona Republic reports Red Lobster is exiting bankruptcy after a federal judge on Sept. 5, 2024, approved the seafood restaurant chain's plan to rebound from its financial situation. As part of Red Lobster's Chapter 11 plan, RL Investor Holdings LLC -- a newly formed entity organized and controlled by Fortress Investment Group LLC -- will acquire the restaurant chain. The acquisition is expected to be completed by the end of the month, Red Lobster said in a news release. Red Lobster will be Fortress' most recent acquisition of a company that has filed for bankruptcy, following the purchases of Vice Media and the Alamo Drafthouse, which has since been sold to Sony Pictures Entertainment. Following the court's approval, Red Lobster will continue to operate as an independent company and maintain 544 locations across 44 U.S. states and four Canadian provinces, the company said. Since filing for bankruptcy, three Red Lobster locations in Arizona — including Phoenix and Yuma — were shuttered. Here's where to find Cheddar Bay Biscuits at the remaining Red Lobsters in Arizona. These are the 14 Red Lobsters still open in Arizona: * Chandler: 7240 W. Ray Road * Flagstaff: 2500 S. Beulah Blvd. * Gilbert: 3845 S. Gilbert Road * Goodyear: 5311 W. McDowell Road * Mesa: 6149 E. Southern Ave. and 1403 S. Alma School Road * Peoria: 7921 W. Bell Road * Phoenix: 10220 N. 28th Drive * Prescott: 1821 AZ-69 in Prescott. * Scottsdale: 4802 E. Cactus Road * Surprise: 13709 W. Bell Road * Tucson: 5061 N. Oracle Road, 5315 S. Calle Santa Cruz * Tucnson: 5870 E. Broadway Blvd. Which Red Lobster locations in Arizona closed? * Oro Valley: 11695 N. Oracle Road * Phoenix: 2810 N. 75th Ave. * Yuma: 1521 S. Yuma Palms Parkway About Red Lobster Seafood Co. Red Lobster Management, LLC, owns and operates 705 Red Lobster seafood restaurants throughout North America. Red Lobster generates about $2.4 billion of annual revenue. Red Lobster is owned by private equity firm Golden Gate Capital. On the Web: http://www.redlobster.com/ Red Lobster Management and its affiliates sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 24-02486) on May 19, 2024. As part of these filings, Red Lobster has entered into a stalking horse purchase agreement pursuant to which Red Lobster will sell its business to an entity formed and controlled by its existing term lenders. King & Spalding LLP is lead counsel to the Debtors; Berger Singerman LLP serves as local counsel; and Blake, Cassel & Graydon, LLC, represents the Canadian applicants. Alvarez & Marsal North America, LLC is serving as financial advisor and providing corporate leadership as Chief Executive and Chief Restructuring Officers. Jonathan Tibus, a Managing Director at Alvarez & Marsal, serves as the debtors' CEO. Hilco Corporate Finance is serving as M&A advisor to Red Lobster. Keen-Summit is serving as real estate advisor. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. RENOVARO INC: Falls Short of Nasdaq Minimum Bid Price Requirement ----------------------------------------------------------------- Renovaro Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Sept. 12, 2024, it received a deficiency notice from The Nasdaq Stock Market informing the Company that its common stock, par value $0.0001 per share, fails to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the Common Stock for the 30 consecutive business days prior to the date of the notice from Nasdaq. Nasdaq's notice has no immediate effect on the listing of the Common Stock on The Nasdaq Capital Market and, at this time, the Common Stock will continue to trade on The Nasdaq Capital Market under the symbol "RENB". Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until March 11, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to March 11, 2025. If the Company is unable to regain compliance by March 11, 2025, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the minimum bid price requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180 calendar day period, Nasdaq will notify the Company of its determination to delist the Common Stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel. The Company intends to monitor the closing bid price of its Common Stock and is considering its options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. About Renovaro Renovaro Inc. (formerly known as Renovaro Biosciences Inc.) is a biotechnology company committed to developing advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) and Hepatitis B virus (HBV) infection. "The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial recurring losses from continuing operations, has used cash in the Company's continuing operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of $17,024,414 and $30,728,563 for the three and nine months ended March 31, 2024, respectively. As of March 31, 2024, the Company had cash and cash equivalents of $312,697 and an accumulated deficit of $274,757,816 and a working capital deficit of $19,654,098. These conditions raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are issued," said Renovaro in its Quarterly Report for the period ended March 31, 2024. REPUBLIC FIRST: Seeks to Hire Ciardi Ciardi & Astin as Counsel -------------------------------------------------------------- Republic First Bancorp Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Ciardi Ciardi & Astin as counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as a Debtor-in-Possession; b. prepare on behalf of the Debtor any necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor which may be necessary. The firm will be paid at these rates: Albert A. Ciardi, III $575 per hour Jennifer C. McEntee $425 per hour Daniel S. Siedman $375 per hour Stephanie Frizlen, Paralegal $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Albert A. Ciardi, III, Esq., a partner at Ciardi Ciardi & Astin, 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: Albert A. Ciardi, III, Esq. Ciardi Ciardi & Astin 1905 Spruce Street Philadelphia, PA 19103 Tel: (215) 557-3550 Email: aciardi@ciardilaw.com About Republic First Bancorp Inc. Republic First Bancorp, Inc. in Philadelphia, PA, sought relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12991) on Aug. 27, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Brian F. Doran as authorized person, signed the petition. Judge Ashely M Chan oversees the case. CIARDI CIARDI AND ASTIN serve as the Debtor's legal counsel. RESONATE BLENDS: Accumulated Deficit Raises Going Concern Doubt --------------------------------------------------------------- Resonate Blends, 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 has an accumulated deficit of $27,986,675. It reported $721,278 and $16,468 in sales for the six months ended June 30, 2024 and 2023, respectively. For Interim 2024, the Company had a net loss of $1,250,272, compared to a net loss of $783,262 for Interim 2023. The company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the plans, there is no assurance that any such activity will generate funds that will be available for operations. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/22faadk9 About Resonate Blends Based in Calabasas, California, Resonate Blends, Inc. is a cannabis holding company centered on valued-added holistic wellness and lifestyle brands. Its strategy is to ignite future growth by building a purpose-driven portfolio of research organizations, innovative and emerging brands, and retail channels. As of June 30, 2024, the Company had $1,700,015 in total assets, $4,050,658 in total liabilities, and $2,350,643 in total stockholders' deficit. RITE AID: Elevates Schroeder to CEO as It Emerges from Chapter 11 ----------------------------------------------------------------- Homepage News reports that as it moves to its next phase of the business, Rite Aid Corp. announced that it has emerged from Chapter 11 bankruptcy protection and appointed Matt Schroeder CEO. Rite Aid declared bankruptcy in October 2023. With the emergence, Rite Aid will operate as a private company owned by select creditors, with existing common shares canceled pursuant to the plan of reorganization, the company stated. Rite Aid did not identify the acquiring creditors in its public announcement of the transaction. Rite Aid noted that, through the Chapter 11 process, it has eliminated $2 billion of total debt. In addition, the company received $2.5 billion in exit financing to support the business as it moves forward. Schroeder joined Rite Aid in 2000 and most recently served as the company's CFO, the company maintained. He succeeds Jeffrey Stein, who has stepped down as CEO and chief restructuring officer with the company's emergence from Chapter 11. Before he joined Rite Aid, Schroeder was an account manager at Arthur Andersen LLP. About Rite Aid Corp. Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. ROTI RESTAURANTS: Hires Ravinia Capital as Investment Banker ------------------------------------------------------------ Roti Restaurants, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Ravinia Capital LLC, as their investment banker. The firm will render these services: a. identify and evaluate potential buyers that might be interested in purchasing the Debtors' business or assets thereof; b. work with the Debtors in the development and distribution to potential buyers of select information, documents and other materials, including a short description of the Debtors, a Non-Disclosure Agreement, and a Confidential Information Memorandum; c. provide cost estimates and recommendations for employing a third party-provided virtual data room; d. engage in preliminary discussions with those potential buyers about a potential Transaction; e. solicit and assist the Debtors in evaluating any letter of intent regarding any potential Transaction for a stalking horse buyer, if applicable; f. advise the Debtors on the negotiation of any potential Transaction and work with Debtors' professional advisors on the structuring of a purchase agreement; and g. facilitate and conduct an auction of the Debtors' business or assets thereof. Ravinia seeks compensation as follows: a. Without the need of further application or Court approval, payment immediately of the first month of the foregoing advisory fee in the amount of $12,500, and then paid again in each of the ensuing two months when due during which time Ravinia professionals are actively working on a Transaction, for a total of $37,500 over 90 days; b. In the event that any part of a Transaction closes, payment to Ravinia of a success fee equal to a percentage of the total amount of sale proceeds and/or committed financing plus any other proceeds raised in such Transaction (Total Consideration). The Total Consideration, based upon the success fee, will be 3.5 percent of the first $4,000,000 and 5.0 percent of everything above the first $4,000,000 of the cumulative Total Consideration for any such Transaction; and c. In the event that no Transaction occurs, but a restructuring plan is approved by the Court, then Ravinia shall receive $150,000 less any Advisory Fees that were paid to Ravinia. Thomas Goldblatt, a principal at Ravinia Capital, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas Goldblatt Ravinia Capital, LLC 125 S. Wacker Dr., Ste. 300 Chicago, IL, 60606 Tel: (312) 316-4641 Email: tgoldblatt@raviniacapitalllc.com About Roti Restaurants, LLC Roti Restaurants own and operate fast-casual restaurants offering Mediterranean menu with house-made meats, crisp vegetables, and flavor-forward sauces. Roti Restaurants, LLC and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-12410) on August 23, 2024. The petitions were signed by Justin Seamonds as manager. At the time of filing, Roti Restaurants, LLC estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Donald R. Cassling presides over the case. Michael P. Richman, Esq. at RICHMAN & RICHMAN LLC represents the Debtors as counsel. SILVERGATE CAPITAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Silvergate Capital Corporation 4225 Executive Square, Suite 600 La Jolla CA 92037 Business Description: Debtor SCC is a Maryland corporation headquartered in La Jolla, California. Until July 1, 2024, it was a bank holding company subject to supervision by the Board of Governors of the Federal Reserve. Debtor Silvergate Liquidation Corporation is a subsidiary of SCC and is a California corporation headquartered in La Jolla, California. SLC was formerly a California State-chartered bank known as Silvergate Bank. Debtor Spring Valley Lots, LLC is a subsidiary of SLC and is a Delaware limited liability company. Its primary function was to own and hold real estate that had been foreclosed on in connection with Debtor SLC's former banking operations. Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court District of Delaware Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Silvergate Capital Corporation (Lead Case) 24-12158 Spring Valley Lots, LLC 24-12157 Silvergate Liquidation Corporation 24-12159 Judge: TBD Debtors' Local Bankruptcy Counsel: Paul N. Heath, Esq. Michael J. Merchant, Esq. David T. Queroli, Esq. Emily R. Mathews, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: heath@rlf.com merchant@rlf.com queroli@rlf.com mathews@rlf.com Debtors' General Bankruptcy Counsel: George E. Zobitz, Esq. Paul H. Zumbro, Esq. Alexander Gerten, Esq. CRAVATH, SWAINE & MOORE LLP Two Manhattan West 375 Ninth Avenue New York, NY 10001 Tel: (212) 474-1000 Fax: (212) 474-3700 Email: jzobitz@cravath.com pzumbro@cravath.com agerten@cravath.com Debtors' Financial Advisor: ALIXPARTNERS, LLP Debtors' Notice & Claims Agent: STRETTO, INC. Each Debtor's Estimated Assets: $100 million to $500 million Each Debtor's Estimated Liabilities: $10 million to $50 million The petitions were signed by Elaine Hetrick as chief administrative officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MEBWDNI/Silvergate_Capital_Corporation__debke-24-12158__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MKMNA2Q/Silvergate_Liquidation_Corporation__debke-24-12159__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/P64TCHA/Spring_Valley_Lots_LLC__debke-24-12157__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Trustee: Bank of New York Junior Subordinated $14,790,662 (Silvergate Capital Trust I) Debt Securities 101 Barclay Street, Floor 21 West Attention: Responsible Officer Mary LaGumina, Vice President, 101 Barclay Street, Floor 21 West Attention: Responsible Officer New York, NY 10286 2. Centerview Partners LLC Investment $3,500,000 31 W. 52nd St., Banking Fee New York, NY 10019 Ryan Kielty 3. Trustee: Wilmington Trust Company Fixed/Floating $3,490,444 (Silvergate Capital Trust II), Rate Junior Rodney Square North, 1100 Subordinated North Market Street, Deferrable Interest Attention: Corporate Trust Debentures Christopher J. Monigle, Assistant Vice President, Rodney Square North, 1100 North Market Street Attention: Corporate Trust Administration Wilmington, DE 19890-1600 4. KPMG, LLP Indemnification $2,240,207 Dept 0922 Claim PO Box 120922 Dallas, TX 75312-0922 5. United Litigation Discovery, Inc. Trade Debt $48,166 811 Wilshire Blvd, Suite 785 Los Angeles, CA 90017-1858; 213-444-1165 6. Federal Deposit Regulatory $38,230 Insurance Corporation, Assessment 3501 North Fairfax Drive Building E, 5th floor, Arlington, VA 22226 7. Mibura, Inc. Trade Debt $14,733 548 Market Street #37259 San Fransisco, CA 94104; Phone: 213-286-3079 8. Amazon Web Services, Inc. Trade Debt $10,766 410 Terry Avenue North Seattle, WA 98109-5210 Tel: 98109-5210 9. Apex Systems, LLC Trade Debt $9,676 3750 Collections Center Drive, Chicago, IL 60693; Email: apexremit@apexsystems.com 10. New York Digital Dispute Unknown Investment Group LLC, 510 Madison Ave, 21st Floor New York, NY 10022 BraunHagey & Borden, LLP 118 W. 22 Street 12th Floor, New York, NY 10011 11. Jacob Guz Securities Unknown (Individually and On Behalf of All Class Action Similarly Situated), Litigation c/o Pomerantz LLP; 1100 Glendon Avenue, Suite 1558 Los Angeles, CA 90024 Jennifer Pafiti 12. John Thomas Securities Unknown (Individually and on behalf of all Class Action others similary situated), Litigation c/o The Rosen Law Firm, P.A. 355 South Grand Avenue, Suite 2450, Los Angeles, CA 90071 Laurence M. Rosen 13. International Union of Securities Unknown Operating Engineers, Class Action Local No. 793, Litigation Members Pension Benefit Trust of Ontario et al.; c/o Cohen Milstein Sellers & Toll PLLC; 1100 New York Avenue NW, Fifth Brendan Rae Schneiderman; Jan Messerschmidt; Stephen Douglas Bunch; Steven J. Toll, c/o Cohen Milstein Sellers & Toll PLLC; 1100 New York Avenue 14. Goldman Sachs & Co. LLC, et al.; Securities Unknown c/o Latham & Watkins LLP; Class Action 1271 Avenue of the Americas, Litigation New York, NY 10020 Jason C. Hegt 15. Wedbush Securities LLC, Securities Unknown 650 Town Center Class Action Drive, Suite 2000, Costa Mesa, CA 92676 Litigation Michele Dianne Johnson, 650 Town Center Drive, Suite 2000 Costa Mesa, CA 92676 16. Soham Bhatia, et al.; Class Action Unknown c/o Levine Kellogg Litigation Lehman Schneider & Grossman; 100 SE 2nd Street, 36th Floor, Miami, FL 33131 Jason Kenneth Kellogg 17. Nicole Keane Class Action Unknown c/o Fitzgerald Monroe Flynn PC; Litigation 2341 Jefferson Street Suite 200, San Diego, CA 92110 Caroline S. Emhardt 18. Word of God Fellowship, Inc, Class Action Unknown c/o Stream Kim Hicks Wrage & Litigation Alfaro, PC 3403 Tenth Street, Suite 700, Riverside Ca 92501-9470 Theodore K. Stream, Robter J. Hicks, Ashley M. Payne 19. Bucks County Employees Securities Unknown Retirement Fund, Class Action c/o Cohen Milstein Sellers & Litigation Toll PLLC; 190 S. LaSalle Street, Ste. 1705 Chiciago, IL 60603 Carol V. Gilden 20. JPMorgan Chase Bank, N.A., Third-Party Unknown c/o Nicole Goodwin, Indemnification Greenberg Traurig, LLP; 2375 East Litigation Camelback Road, Suite 800 Phoenix, AZ 85016; Email: Nicole.Goodwin@gtlaw.com; Phone: 612-445-8454 SINGING MACHINE: Three Board Directors Resign --------------------------------------------- Algorhythm Holdings, Inc. announced its Executive Chairman, Milton "Todd" Ault, as well as James M. Turner and Kenneth Cragun, tendered their resignations from the Board, effective September 5, 2024. The resignations were voluntary, as Messrs. Ault, Turner and Cragun expressed a desire to dedicate more of their time and resources to other professional commitments. "We appreciate all three directors' efforts and insights over the past two years," commented Gary Atkinson, CEO of Algorhythm. "We acknowledge Todd's efforts as Executive Chairman, where he helped identify various forms of growth capital, made important introductions, and proposed to the Board several ways to create stockholder value. With their resignations, Todd, James and Ken reiterated that they remain supportive of our company and hope for continued success. We sincerely wish them well in their future endeavors." "With the acquisition of SemiCab, our corporate rebrand, and restructuring to become a holding company with multiple diverse, technology-driven business segments, this change within our Board presents a unique opportunity to attract specialized expertise to our leadership and governance team. As a Board, we will thoughtfully consider how best to use this development to strengthen the Company as we move in an exciting new direction," concluded Mr. Atkinson. About The Singing Machine Company Headquartered in Fort Lauderdale, Fla., The Singing Machine Company -- http://www.singingmachine.com/-- is primarily engaged in the development, marketing, and sale of consumer karaoke audio equipment, accessories, and musical recordings. The Company believes it is a leading global karaoke and music entertainment company that specializes in the design and production of quality karaoke and music enabled consumer products for adults and children. The Company's products are among the most widely available karaoke products in the world. As of June 30, 2024, Singing Machine had $12,367,000 in total assets, $13,239,000 in total liabilities, and $872,000 in total stockholders' deficit. The Company had cash on hand of approximately $1,245,000 as of June 30, 2024, which is not sufficient to fund the Company's planned operations through one year after the date the consolidated financial statements are issued. The Company has a recent history of recurring operating losses and decreases in working capital. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that the Company's audited consolidated financial statements are issued. About Algorhythm Holdings Algorhythm Holdings, Inc. is a holding company with two primary investments. First, the Company owns SemiCab Holdings, an emerging leader in the AI-enabled global logistics industry. Second, the Company owns The Singing Machine Company, the worldwide leader in the consumer karaoke industry. SemiCab is a cloud-based Collaborative Transportation Platform built to achieve the scalability required to predict and optimize millions of loads and hundreds of thousands of trucks. To orchestrate collaboration across manufacturers, retailers, distributors, and their carriers, SemiCab uses real-time data from API-based load tendering and pre-built integrations with TMS and ELD partners. To build fully loaded round trips, SemiCab uses AI/ML predictions and advanced predictive optimization models. On the SemiCab platform, shippers pay less and carriers make more while not having to change a thing. Since 2020, SemiCab has enabled major retailers, brands and transportation providers to address these common supply-chain problems globally. SemiCab's Orchestrated Collaboration™ AI model has proven to increase transportation capacity, improve asset utilization, reduce empty miles, lower logistics costs, and provide visibility into the entire transportation network. Models show the technology has the capability of saving shippers tens of billions of dollars annually through optimization. Further, SemiCab's technology also has the potential to play a key role in the improved sustainability model globally. Based on its proven ability to improve truck utilization rates from 65% to over 90%, this results in a dramatic reduction in the carbon footprint of the industry. The optimization of existing truck utilization can add approximately 30% more trucking capacity without adding more trucks, drivers or driven miles which addresses common problems plaguing the industry like severe driver shortage and road congestion. Trucking optimization could also eliminate approximately 25% of CO2 emissions attributable to road freight. SINGLEPOINT INC: Financial Strain Raises Going Concern Doubt ------------------------------------------------------------ SinglePoint Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, as of March 31, 2024, it has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. As of March 31, 2024, the Company had $533,723 in cash. The Company's net loss incurred for the three months ended March 31, 2024, was $2,857,905 and its working capital deficit was $9,738,357 at March 31, 2024. The Company's ability to continue in existence is dependent on its ability to develop the existing businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional debt and equity financing. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/mvvnj4xr About SinglePoint Inc. SinglePoint Inc. focuses on providing renewable energy solutions and energy-efficient applications in the United States. It offers solar and air purification services; and solar installation and brokerage services. The company also operates as an online store; supplies hydroponic supplies and nutrients to commercial and individual farmers, as well as nutrients, lights, HVAC systems, and other products to individuals that are interested in horticulture; and offers automotive technology solutions for vehicle repairs. In addition, it provides software and services to solar and renewable energy companies through energywyze.com and solarcxm.com websites. The company was founded in 2007 and is based in Phoenix, Arizona. As of March 31, 2024, the Company had $16,672,459 in total assets, $16,041,482 in total liabilities, and $630,977 in total stockholders' equity. SMOKIN' DUTCHMAN: Seeks Bankruptcy Protection in Michigan --------------------------------------------------------- Kirk O'Neil of The Street reports that Dickey's Barbecue Restaurants franchisee Smokin' Dutchman Holdings on Sept. 9, 2024 filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Western District of Michigan in Grand Rapids to restructure its business, blaming its financial difficulties on Dickey's for allegedly imposing extreme and unreasonable demands on the debtor's resources. The franchisee, which owns four restaurants in Holland, Jenison, Kalamazoo and Rockford, Mich, seeks the court's authority to reject its Dickey's franchise agreements to alleviate Smokin' Dutchman from the burden imposed upon it by the franchisor, according to a declaration filed by the debtor's CEO Krage Fox. The Debtor will seek court approval to use its cash collateral, accounts receivable, and inventory to fund its ongoing operations to preserve the going concern value of the debtor's assets. It said the company will not be able to continue to operate and will lose going concern value if it is not able to use its cash collateral. The Debtor opened his Kalamazoo location in 2018, purchased the Rockford and Jenison restaurants in 2020 and opened the Holland store in 2022. The Kalamazoo-based debtor has about $2.1 million in debt, its declaration said. About Smokin' Dutchman Holdings Smokin' Dutchman Holdings is a Dickey's Barbecue Restaurants franchisee. Smokin' Dutchman Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-2343) on Sept. 9, 2024. In the petition filed by Krage Fox, as member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Perry Pastula, Esq. DUNN, SCHOUTEN & SNOAP, P.C. 2745 Dehoop Ave SW Wyoming MI 49509 Tel: 616-538-6380 E-mail: ppastula@dunnsslaw.com SPHERE 3D: Inks Managed Service Agreement With Simple Mining ------------------------------------------------------------ Sphere 3D Corp. announced the development of a 12.5 MW site in Iowa. * 12.5 MW site with anticipated average of sub ~4 cent power * Facility estimated to be ready beginning of December * Managed services agreement with Simple Mining for 3 years to manage site Sphere 3D has partnered with Simple Mining LLC to engineer, develop, and operate the site. Additionally, Sphere 3D will enter into a Managed Service Agreement with Simple Mining to operate the site on behalf of Sphere 3D. The MSA is a three-year contract, with the option to renew or terminate annually. This accomplishes Sphere 3D's goal of reducing third-party hosting exposure through vertical integration to position the company for optimal outcomes, increasing the asset base, and reducing marginal cost to mine. This carefully considered move marks a significant step towards achieving sustainable growth and long-term success for Sphere 3D. "By taking this step, the company is better positioned to streamline its operations, leading to improved operational efficiencies and reduction in marginal cost to mine, ultimately increasing profitability and shareholder value." said Patricia Trompeter, CEO of Sphere 3D. "Using existing working capital allows us to maintain our debt free status while executing our long-term strategy of owning our own data centers and refreshing the fleet. We are taking the approach to grow steadily so we can learn along the way before we run. We continue to be dedicated to long-term solutions that drive shareholder value." Simple Mining, established in 2020, has rapidly grown from a technology repair business to a major player in the Bitcoin mining industry. Currently managing 40MW, they have a pipeline to have an additional 25MW online by 2024, and over 100MW in 2025. Operations today include 40MW across various sites, including 30MW at three owned locations and 10MW managed for clients. Central to Simple Mining's operations is its commitment to customer service and operational excellence, realized through proprietary operational software and a custom dashboard that enhances transparency and communication by providing real-time performance metrics and maintenance updates. The company also maintains a repair center servicing large public and private entities across the U.S., supporting an impressive 98% average uptime across all sites since inception, showcasing Simple Mining's dedication to operational excellence and reliability. "After careful evaluation of multiple sites and providers, we decided to work with Simple Mining who we have been hosting with in 2024. Their track record, operational excellence, and financial position makes them a perfect partner for our growth," said Patricia Trompeter, CEO of Sphere 3D. About Sphere 3D Sphere 3D Corp. (NASDAQ: ANY) -- Sphere3D.com -- is a cryptocurrency miner growing its industrial-scale Bitcoin mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with best-in-class data center operators. Sphere 3D is dedicated to growing shareholder value while honoring its commitment to strict environmental, social, and governance standards. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has suffered recurring losses from operations and does not expect to have sufficient working capital to fund its operations, which raises substantial doubt about its ability to continue as a going concern. Sphere 3D incurred a net loss of approximately $23.3 million for the year ended December 31, 2023. As of June 30, 2024, Sphere 3D had $44 million in total assets, $3.9 million in total current liabilities, $6.7 million in temporary equity, and $33.4 million in total stockholders' equity. SPIRIT AIRLINES: Extends 2025 Notes Deadline to Oct. 21 ------------------------------------------------------- As previously disclosed, on May 21, 2009, Spirit Airlines, Inc. entered into a Signatory Agreement with U.S. Bank National Association, pursuant to which U.S. Bank National Association processes certain payments made to the Company using credit cards bearing the service mark of Visa International, Visa U.S.A. Inc. or MasterCard International Incorporated. On July 2, 2024, the Company entered into a letter agreement which modified the Card Processing Agreement to, among other things, extend the term thereof until December 31, 2025, including automatic extensions for two successive one-year terms (subject to the right of either party to opt out of any extension term by written notice to the other within a specified period of time prior to the commencement of any extension term); provided that if the Company's senior secured notes due 2025 are not extended or refinanced by September 20, 2024, in a specified minimum outstanding principal amount thereof, then the term will revert to the prior expiration of December 31, 2024 (with no automatic extensions). On September 9, 2024, the Company entered into a letter agreement which modifies the existing Card Processing Agreement to extend the 2025 Notes Extension Deadline from September 20, 2024 to October 21, 2024. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. As of March 31, 2024, the Company had $9.5 billion in total assets, $8.5 billion in total liabilities, and $1 billion in total stockholders' equity. * * * In June 2024, S&P Global Ratings lowered its issuer credit rating on Spirit Airlines Inc. to 'CCC' from 'CCC+'. S&P also lowered its ratings on Spirit's enhanced equipment trust certificates (EETCs) by one notch, in line with the lower issuer credit rating. The negative outlook reflects the uncertainty around the company's ability to address its upcoming 2025 maturities, the sustainability of its capital structure over the longer term, and S&P's view that a distressed exchange is likely. In January 2024, Moody's Investors Service downgraded its ratings of Spirit Airlines, including the corporate family rating to Caa2 from Caa1 and probability of default rating to Caa2-PD from Caa1-PD. Moody's also downgraded the backed senior secured rating assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are secured by the company's loyalty program and brand IP, to Caa2 from B2. The speculative grade liquidity rating remains unchanged at SGL-3 and the rating outlook remains negative. The downgrade of the corporate family rating to Caa2 reflects Moody's belief that the potential of a default has increased since Judge William Young ruled in January that the agreed acquisition by JetBlue Airways Corp. would be anti-competitive and a violation of the Clayton Act. The downgrades of the CFR as well as of the senior notes secured by Spirit's loyalty program IP and brand IP reflect the increased potential of a default and less than a full recovery, whether in a formal reorganization or if the senior secured notes are refinanced or retired for less than face value. The Caa2 instrument rating incorporates a negative one notch override of the LGD model to reflect the potential for a more than nominal loss on the instrument in a restructuring or exchange scenario. Following the ruling on January 16, the market price of the notes fell to around 50 from the low to mid-70s since mid-November. The notes price has increased to the low 60s following the announcement that Spirit and JetBlue would appeal the District Court's ruling. Moody's continues to expect Spirit's operations to generate an operating loss in 2024 and again in 2025 on a reported basis. Moody's forecasts about breakeven operating cash flow in 2024, an improvement from its forecast for negative $150 million in 2023. Moody's projects cash to fall from the $1.1 billion on hand on September 30, 2023, towards $700 million by the end of 2024. The Company's $300 million revolver expires on September 30, 2025. Alternate sources of liquidity are very limited. In September 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. STEWARD HEALTH: CEO Ralph de la Torre Snobs Senate Subpoena ----------------------------------------------------------- Sri Taylor and Jonathan Randles of Bloomberg News report that US senators held a hearing on the collapse of Steward Health Care, one of the nation's largest private health systems. Steward's majority owner and Chief Executive Officer Ralph de la Torre was issued a subpoena, the first issued by the Senate Committee on Health, Education, Labor and Pensions since 1981, but de la Torre didn't show up, citing a risk of jeopardizing Steward's precarious bankruptcy and a not-yet-finalized legal settlement meant to keep most of its hospitals open and preserve about 30,000 jobs. His lawyers said lawmakers are attempting to turn the hearing "into a pseudo-criminal proceeding" to "convict Dr. de la Torre in the eyes of public opinion." The senators have said they authorized the subpoena because de la Torre refused previous invitations to testify. The Sept. 12 hearing went ahead with nurses and local elected officials testifying instead. Steward executives "looted hospitals across the country and took millions in profit for themselves," Massachusetts Senator Ed Markey, a Democrat, said in a statement. "We need answers and accountability." Senator Bill Cassidy, a Louisiana Republican, said in the hearing that he and Senator Bernie Sanders, a Vermont Independent who chairs the committee, would seek a resolution to authorize civil enforcement and criminal contempt proceedings against de la Torre to require him to comply with the subpoena. "A witness cannot disregard and evade a duly authorized subpoena," Cassidy said. The committee will vote Sept. 19 on two resolutions, one for civil enforcement of the subpoena and the other for civil contempt, Sanders and Cassidy said in a statement after the hearing. If approved, the next step would be a vote by the full Senate. Depending on the outcome of any vote, the Senate could authorize a civil suit requiring de la Torre to comply and refer the the matter to the US Attorney for the District of Columbia, which could prosecute de la Torre for failing to comply with the subpoena. Steward has blamed its bankruptcy on a significant decline in patient visits during the pandemic as well as increased labor costs and insufficient government reimbursements, trends that have also stressed other medical providers. About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman has been appointed as patient care ombudsman in the Debtors' Chapter 11 cases. STEWARD HEALTH: Grace Suit Over Layoff Goes to Arbitration ---------------------------------------------------------- In the case captioned as JOANNE GRACE, Plaintiff, v. STEWARD HEALTH CARE SYSTEM, LLC, et al., Defendants, Case No. 4:23CV2178 (N.D. Ohio), Judge Benita Y. Pearson of the United States District Court for the Northern District of Ohio granted the motion filed by Christina Stanko and Carol Snowberger to dismiss the plaintiff's claim for unlawful retaliatory termination and compel arbitration. Defendants contend that Plaintiff cannot maintain this lawsuit in federal court because her claims of discrimination and retaliation under the Family and Medical Leave Act (Count I), the Age Discrimination in Employment Act, 29 U.S.C. Sec. 621 et seq. (Counts II and IV), and Ohio Rev. Code Sec. 4112.02(A) and (I) (Counts III and V) are covered by an Arbitration Agreement between Steward and Plaintiff. Plaintiff worked as a nurse for ValleyCare Health System of Ohio from 1976 until Steward took over operations of Hillside Rehabilitation Hospital and the Northside Medical Center in 2017. After the transition, Plaintiff chose to continue working for Steward as a Nurse Manager. She also had Patient Advocacy job duties. In 2020, Steward hired Stanko as Director of Nursing and she became Plaintiff's supervisor. Snowberger is the Human Resources Director for Hillside. In December 2021, Plaintiff complained to her about Stanko's age-based comments and remarks. Snowberger dismissed Plaintiff's complaints. After falling ill with COVID-19 in February 2022, Plaintiff requested and was given leave under the FMLA. Five days after Plaintiff returned to work, Stanko terminated her employment in March 2022, citing department staffing level cutbacks as a result of the pandemic. An individual in their 20s, however, was hired to replace Plaintiff. Plaintiff (71 years old) then filed FMLA retaliation and ADEA discrimination claims with the Equal Employment Opportunity Commission. As a condition of Plaintiff's continued employment with Steward, Defendants assert Grace was required to complete an Arbitration Agreement. The Agreement states that "claims arising under federal, state, or local law based upon or related to discrimination, harassment, and retaliation," including claims brought under the FMLA against Steward's employees, must be resolved through arbitration. In view of Steward's Chapter 11 filing, further proceedings in the lawsuit are perpetually stayed against Steward subject to reopening upon written motion of Plaintiff or any other proper party in interest, after the bankruptcy case is closed, dismissed, or discharge in bankruptcy is granted or denied, or the granting of relief from the stay imposed by 11 U.S.C. Sec. 362 or any injunction imposed by virtue of 11 U.S.C. Sec. 524. According to the Court, upon establishing Plaintiff completed the arbitration agreement training, Defendants provide sufficient evidence that Plaintiff was aware of the agreement which was a condition of her employment. As such, the completed agreement training and Plaintiff's continued employment constitutes her assent to enter into the Arbitration Agreement under Ohio law, the Court states. Judge Pearson says, "Plaintiff's claim of unlawful retaliatory termination in violation of the FMLA against Stanko and Snowberger falls within the scope of the Arbitration Agreement. The agreement explicitly states that 'claims arising under federal, state, or local law based upon or related to discrimination, harassment, and retaliation,' including claims brought under the FMLA, must be resolved through arbitration. The agreement also explicitly covers all employees that may be the subject of the claims. Therefore, Plaintiff does not bring a claim outside the scope of the Arbitration Agreement." She explains, "Upon concluding that Plaintiff's claims are subject to arbitration, a district court may dismiss the action or, if requested by a party, stay the action. Plaintiff's claim against Stanko and Snowberger is subject to binding arbitration. When a federal court finds that all issues raised in a claim are arbitrable and must be submitted to arbitration and a party has requested a stay of the court proceeding pending arbitration, the FAA compels the court to stay the proceeding. Plaintiff, however, has not requested a stay of the court proceedings pending arbitration under 9 U.S.C. Sec. 3. Accordingly, the Court's retention of jurisdiction over Plaintiff's claim against Stanko and Snowberger during the pendency of arbitration would serve no purpose, and dismissal of the claim is appropriate." A copy of the Court's decision dated August 29, 2024, is available at https://urlcurt.com/u?l=pdhTaH About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman has been appointed as patient care ombudsman in the Debtors' Chapter 11 cases. STRATEGIC ENVIRONMENTAL: Recurring Losses Raise Going Concern Doubt ------------------------------------------------------------------- Strategic Environmental & Energy Resources, 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, it has experienced recurring losses and has accumulated a deficit of approximately $35.4 million as of June 30, 2024, and $33.2 million as of June 30, 2023. For the six months ended June 30, 2024, the Company incurred a net loss from continuing operations of approximately $1.0 million. The Company had a working capital deficit of approximately $12.6 million as of June 30, 2024. These factors raise substantial doubt about the ability of the Company to continue to operate as a going concern. Realization of a major portion of the Company's assets as of June 30, 2024, is dependent upon continued operations. The Company is dependent on generating additional revenue or obtaining adequate capital to fund operating losses until it becomes profitable. For the six months ended June 30, 2024, the Company raised approximately $0.4 million from the issuance of short-term, for a net cash provided by financing activities of approximately $0.3 million. In addition, the Company has undertaken a number of specific steps to continue to operate as a going concern. The Company continues to focus on developing organic growth in our operating companies and improving gross and net margins through increased attention to pricing, aggressive cost management and overhead reductions, including discontinuing the media production of SEM, a specific line of business with historically insufficient margins. The Company has limited common shares available for issue which may limit the ability to raise capital or settle debt through issuance of shares. The Company continues to own a small amount of equity in Biochar Now, LLC (less than 1%) which it intends to leverage or sell back. The Company has increased business development efforts to address opportunities identified in expanding markets attributable to increased interest in energy conservation and emission control regulations. In addition, the Company is evaluating various forms of financing which may be available to it. There can be no assurance that the Company will secure additional financing for working capital, increase revenues and achieve the desired result of net income and positive cash flow from operations in future years. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/27t9uwap About Strategic Environmental & Energy Resources Broomfield, Colo.-based Strategic Environmental & Energy Resources, Inc., a Nevada corporation, is a provider of next-generation clean-technologies, waste management innovations and related services. SEER has two wholly owned operating subsidiaries and three majority-owned subsidiaries; all of which together provide technology solutions and services to companies primarily in the oil and gas, refining, landfill, food, beverage & agriculture, and renewable fuel industries. As of June 30, 2024, the Company had $1.05 million in total assets, $15.36 million in total liabilities, and $14.32 million in total stockholders' deficit. SUNPOWER CORP: BlackRock No Longer Holds More than 5% Stake ----------------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of August 31, 2024, it beneficially owned 280,476 shares of SunPower Corporation's Common Stock, representing 0.2% of the shares outstanding, ceasing to be the beneficial owner of more than 5% of the class of securities. A full-text copy of BlackRock's SEC Report is available at: https://tinyurl.com/4b5c4dsy About SunPower Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) -- SunPower -- is a residential solar, storage, and energy services provider in North America. SunPower offers solar + storage solutions that give customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. SunPower Corporation and nine of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-11649) on August 5, 2024. In the petition signed by Matthew Henry as chief transformation officer, the Debtors disclosed total assets of $1,219,276,283 and total debts of $1,119,141,312 as of December 31, 2023. The Debtors have engaged Richards, Layton & Finger, P.A. and Kirkland & Ellis LP as bankruptcy counsel. Alvarez & Marsal North America, LLC serves as financial advisor to the Debtors. Moelis & Company LLC acts as investment banker to the Debtors, and Epiq Systems Inc. acts as notice and claims agent. TAMPA BAY PLUMBERS: Hires Tampa Liquidation Center as Auctioneer ---------------------------------------------------------------- Tampa Bay Plumbers, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Tampa Liquidation Center, LLC as auctioneer, to market and sell real property owned by the Debtor. The Auctioneer has agreed to be compensated as follows: a. $250 for advertising and online expenses, and b. 20 percent of the gross sale price. Suzanne Milic, manager of Tampa Liquidation Center, assured the court that her firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The broker can be reached through: Suzanne Milic TAMPA LIQUIDATION CENTER 4911 S. 50th Street Tampa, FL 33619 Phone: (813) 671-9900 E-mail: Info@TampaLiquidation.com About Tampa Bay Plumbers, LLC Tampa Bay Plumbers, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02904) on July 10, 2023. In the petition signed by Ryan J. Pelky, its manager, the Debtor disclosed $1,781,764 in assets and $4,418,145 in liabilities. Judge Catherine Peek McEwen oversees the case. Buddy D. Ford, Esq., represents the Debtor as legal counsel. THOMAS M. CONNELLY: Haddad Suit Dismissed with Leave to Amend ------------------------------------------------------------- Judge Daniel P. Collins of the United States Bankruptcy Court for the District of Arizona granted the motion filed by Thomas M. Connelly and Nancee A. Connelly to dismiss the First Amended Complaint of Charles G. Haddad, Jr., but Plaintiff is granted 30 days to file a seconded amended complaint. Plaintiff timely commenced this two-count Adversary Proceeding seeking to hold non-dischargeable the sum of $500,000 plus interest which he claims is owed to him by Mr. Connelly and the marital community consisting of Mr. and Mrs. Connelly. The original complaint cited 11 U.S.C. Secs. 523(a)(2)(A) and (6) as the statutory bases for declaring this claim non-dischargeable. Plaintiff amended his complaint on June 17, 2024. Defendants filed their Motion on July 1, 2024, alleging a number of defects in the FAC, noting, among other things, that the FAC must be dismissed because: (1) Mr. Connelly's note executed in favor of Plaintiff is a non-recourse obligation, (2) Plaintiff's security interest was against future distributions from Natural Frosty (a valid Delaware company) and there have been no distributions to Mr. Connelly from Natural Frosty, (3) the alleged misrepresentations cannot be the basis of fraud because they were not made by Mr. Connelly to Plaintiff and the emails attached to the FAC do not demonstrate that such representations were actually facts as opposed to mere conclusions, or false statements, or even immaterial "facts," (4) that claims against Mrs. Connelly must be dismissed because there are no allegations of Mrs. Connelly's wrongful conduct and any of Mr. Connelly's wrongdoing cannot be implied to her, and (5) the Economic Loss Rule applies to bar a fraud claim for losses on an alleged claim for breach of a promissory note. Defendants also seek attorney's fees under A.R.S. Sec. 12-341.01. This matter was taken under advisement on August 13, 2024. Defendants' Motion refers to a promissory note from Mr. Connelly to Mr. Haddad and points out that Mr. Connelly's note is without recourse to him and, in any event, is secured by and to be paid only from income Mr. Connelly might otherwise be entitled to from Natural Frosty. The Motion urges the Court to take judicial notice of the formation of Natural Frosty, LLC under the laws of Delaware. The Court says it need not take judicial notice of Natural Frosty's Delaware formation because Plaintiff does not contend otherwise. Rather, Plaintiff only alleges Natural Frosty was and is not authorized to do business in Arizona. Plaintiff's FAC does not indicate how Natural Frosty's failure to register to do business in Arizona is a fact that supports its fraud or willful and malicious injury causes of action. The FAC alleges that Mr. Connelly represented to Plaintiff that: a. Natural Frosty was entering into a Joint Venture Agreement with Revlon Cultivation for an "approved, zoned, and ready to outfit" cultivation facility; b. Natural Frosty's joint venture with Revlon Cultivation was most favorable to Natural Frosty and its investors. c. There was an existing relationship with a major entity (Curaleaf) to purchase the production; d. Natural Frosty had the brand "Subcool", which was one of the best in the industry; and e. Natural Frosty's joint venture partner was making a deal with Mike Tyson, "making our combined future joint venture a potential juggernaut in the industry. According to the Court, because Plaintiff has not alleged representations by Mr. Connelly to Mr. Haddad that were factually false, the FAC must be dismissed. However, leave to amend is granted to allow Plaintiff to allege other representations that may have been made directly by Mr. Connelly to Plaintiff which Plaintiff contends were false, the Court states. Defendants acknowledge a non-recourse note was signed in favor of Plaintiff and such note was secured by money Mr. Connelly would otherwise receive from Natural Frosty. However, Defendants indicate Natural Frosty paid nothing on account of Mr. Connelly's ownership interest in Natural Frosty so Plaintiff would not be entitled to any payments on the note. The Court finds that the FAC must clarify the role the non-recourse note and security agreement/assignment play with Plaintiff's two causes of action. If Plaintiff claims fraudulent inducement, he should explicitly say so and must allege facts that support these allegations. Presently, the FAC is deficient in this regard or is at least confusing as to the role the note and security agreement/assignment play in the alleged fraud or willful injury claimed by Plaintiff, the Court says. Contrary to Defendants' argument, the economic loss rule does not bar Plaintiff's claims in this case, the Court adds. A copy of the Court's decision dated September 12, 2024, is available at https://urlcurt.com/u?l=KNdFNi Thomas M. Connelly and Nancee A. Connelly filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 24-00017) on January 2, 2024, listing under $1 million in both assets and liabilities. The Connellys are represented by Allan Newdelman, Esq., at Allan D Newdelman PC, as counsel. TIFFANY SANDERS: Carrington Wins Bid for Automatic Stay Relief -------------------------------------------------------------- Judge Christopher L. Hawkins of the United States Bankruptcy Court for the Middle District of Alabama granted the motion filed by Carrington Mortgage Services, LLC for in rem relief from automatic stay pursuant to 11 U.S.C. Sec. 362(d)(4) in the bankruptcy case of Tiffany Sanders. On June 24, 2005, Tiffany Sanders executed and delivered a Note in favor of Auburn Bank in the original principal amount of $77,241.00. The Note was secured by a Mortgage on real property located in Chambers County, Alabama, with a physical address of 307 South 12th Street, Lanett, Alabama 36863. The Note and Mortgage subsequently were assigned to Carrington pursuant to that certain Corporate Assignment of Mortgage dated April 12, 2018. On March 20, 2023, the Debtor executed a Universal Security Agreement from Tiffany Sanders as Grantor to Tiffany Sanders Trust as Grantee. The Universal Security Agreement is voluminous, largely incomprehensible, and characteristic of documents advancing "sovereign citizen" theories. The Debtor defaulted under the terms of the Note and Mortgage, and Carrington began the process of foreclosure on July 12, 2023. On September 19, 2023, the Debtor executed a Quitclaim Deed from Tiffany Sanders -- as Trustee of Tiffany Sanders Trust -- to Supreme Goddess, LLC regarding the Real Property. Like the Universal Security Agreement, the Quitclaim Deed appears to reflect "sovereign citizen" theories. On September 21, 2023, the foreclosure sale was held, and Carrington was the highest bidder. Carrington served the Debtor with a Ten-Day Notice to Vacate dated September 26, 2023. Upon the Debtor's failure to vacate the Real Property, Carrington filed a Complaint for Ejectment on October 18, 2023, in the Circuit Court of Chambers County, Alabama identified as Case Number CV-2023-900097. On March 11, 2024, the Circuit Court entered an order granting Carrington's Motion for Summary Judgment. The Order directed the Debtor to vacate the Real Property within 20 days of the Order. On March 21, 2024, the Debtor, on behalf of The Tiffany Sanders Estate, filed a Complaint against Carrington, et al. and Aman Marwah, CFO, et al. in the United States District Court for the Middle District of Alabama, Middle Division, Civil Case Number 3:24-cv-00180-RAH-CWB. Following the Debtor's failure to comply with the Order, on May 1, 2024, the Circuit Court entered a Writ of Restitution or Possession. On May 20, 2024, the Sheriff of Chambers County, Alabama, performed an eviction of the Debtor from the Real Property. The Debtor refused to cooperate with the Sheriff performing the eviction. As a result, the Debtor was arrested and charged with obstructing government operations and resisting arrest. After the Debtor was removed, an agent of Carrington locked out the Real Property. However, without Carrington's consent, the Debtor entered and re-established possession of the Real Property. On May 24, 2024, the Debtor filed the Chapter 11 bankruptcy case. In her schedules, the Debtor claims she still is the owner of the Real Property and lists Carrington as an unsecured creditor. On July 16, 2024, the Bankruptcy Administrator filed a Motion to Dismiss, pointing to the Debtor's failure to abide by the terms of the Court's Operating Order entered on May 26, 2024. Without limitation, the Debtor has failed to: -- close pre-petition bank accounts and open "Debtor-in-Possession" bank accounts; -- provide proof of insurance on property serving as collateral for the Debtor's secured debts; -- file monthly operating reports; and -- provide copies of all bank statements for the time periods covered by the monthly operating reports. Moreover, the Bankruptcy Administrator noted the Debtor's failure to file a copy of her most recent tax return, as required by 11 U.S.C. Sec. 521(f)(1). On July 22, 2024, the Debtor failed to attend the meeting of creditors, as required by 11 U.S.C. Sec. 343. At the hearing on August 29, 2024, the Debtor testified under oath that she executed the Universal Security Agreement and the Quitclaim Deed to "protect" the Real Property from Carrington. She also admitted that after being removed from the Real Property by the Sheriff, she utilized the services of a locksmith to attempt to re-enter the Real Property. She testified that while she was in the process of trying to force her way back into the Real Property, the keys to the new lock installed by Carrington's agents dropped out of a lockbox, facilitating her re-entry into the Real Property. The Debtor also testified that she intended to use the bankruptcy process to prevent Carrington's enforcement of its rights with respect to the Real Property. According to the Court, the Debtor appears to have been under the misunderstanding that her bankruptcy filing permitted her unauthorized re-entry and repossession of the Real Property. The Debtor did not deny that she had failed to fulfill her duties as a debtor in a Chapter 11 case, and she testified that she now sought dismissal of her bankruptcy case to further pursue her claims in the Federal Court Case. Judge Hawkins says, "In this case, cause exists for in rem relief from stay under sections 362(d)(4) and 105(a)." He explains, "The facts established through Carrington's affidavit and the Debtor's testimony at the evidentiary hearing on the Motion for Relief support the conclusion that the Debtor filed her Chapter 11 case in furtherance of a scheme to delay, hinder, or defraud Carrington by, without limitation: attempting to transfer or otherwise encumber the property through the Universal Security Agreement and Quitclaim Deed; refusing to vacate the Real Property; forcibly re-entering the Real Property without Carrington's consent; and attempting to re-litigate issues disposed of in the Circuit Court Case by suing Carrington, Carrington's counsel and multiple public officials in the Federal Court Case. Meanwhile, the Debtor has failed to abide by the Operating Order in this case. Moreover, she has failed to file her most recent tax return and has twice failed to appear at the meeting of creditors, as required under sections 521(f)(2) and 343, respectively. Because the evidence establishes the Debtor has attempted to use her bankruptcy case as a sword rather than a shield and has failed to meet the basic duties of a Chapter 11 debtor as set out in the Operating Order and the Bankruptcy Code, cause exists to grant in rem relief from stay." The Court grants in rem relief as to the Real Property. A copy of the Court's decision dated September 3, 2024, is available at https://urlcurt.com/u?l=Ln8CJl Tiffany Sanders filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 24-80619) on May 24, 2024, listing under $1 million in both assets and liabilities. TONIX PHARMACEUTICALS: Tom Englese Named Commercial Operations EVP ------------------------------------------------------------------ Tonix Pharmaceuticals Holding Corp. announced the appointment of Thomas Englese as Executive Vice President of Commercial Operations, effective immediately. Mr. Englese brings significant leadership across several functions, including commercial operations, sales and marketing, and launching and managing major brands through all stages of commercialization. "Tom brings extraordinary biopharmaceutical expertise as an industry leader with more than 20 years of commercial experience and a proven track record of launching and building commercial strategies and executing strategic growth planning," said Seth Lederman, M.D., Chief Executive Officer of Tonix Pharmaceuticals. "We expect to submit the NDA for TNX-102 SL for fibromyalgia, a critical milestone for this program, in October of this year. Tom will be a valuable addition to Tonix as we advance the fibromyalgia program toward launch, and further build out our existing commercial and marketing capabilities." Mr. Englese offers breadth and depth of knowledge across numerous therapeutic areas and in different leadership positions. Prior to joining Tonix, he was the Chief Commercial Officer at Tris Pharmaceuticals, where he managed all commercial aspects of the company and was responsible for the re-branding, growth, and launch strategies for the ADHD business. Prior to Tris, Mr. Englese was Chief Commercial Officer at Aziyo Biologics where he set the strategic direction for the commercial organization for a diverse range of therapeutic businesses. Previously, Mr. Englese spent 11 years in various roles at Mallinckrodt PLC (formerly Ikaria Inc.), culminating in serving as the Senior Vice President and General Manager of North America Hospital Therapies. At Mallinckrodt, he was responsible for setting strategic direction and objectives to ensure alignment to corporate objectives for a +$1 billion North America franchise, and was accountable for the launch teams for several new products. Mr. Englese holds a Master of Business Administration in Finance from Pennsylvania State University and a Bachelor of Science in Marketing with a Minor in Communications from Villanova University. Mr. Englese succeeds the Company's current EVP, Commercial Operations, Jim Hunter, who is stepping down to pursue retirement. "I am excited to join Tonix at this important point in the Company's growth," said Mr. Englese. "I look forward to working with the Tonix leadership team to advance TNX-102 SL and if approved, help bring it to patients who could benefit from its differentiated activity and profile." About Tonix Pharmaceuticals Chatham, N.J.-based Tonix Pharmaceuticals Holding Corp., through its wholly owned subsidiary Tonix Pharmaceuticals, Inc., is a fully integrated biopharmaceutical company focused on developing and commercializing therapeutics to treat and prevent human disease and alleviate suffering. Going Concern The Company cautioned in its Form 10-Q report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. The Company has suffered recurring losses from operations and negative cash flows from operating activities. As of March 31, 2024, the Company had working capital of approximately $9.6 million and an accumulated deficit of approximately $615.6 million. The Company held cash and cash equivalents of approximately $7 million as of March 31, 2024. During the fourth quarter of 2023, the Company engaged CBRE, an international real estate brokerage firm, to potentially find a strategic partner for or buyer of its Advanced Development Center in North Dartmouth, Massachusetts, to align with its current business objectives and priorities. As of March 31, 2024, the Company does not have a commitment in place to sell the building. The Company believes that its cash resources at March 31, 2024, and the gross proceeds of $4.4 million raised from an equity offering in the second quarter of 2024, will not meet its operating and capital expenditure requirements through the second quarter of 2025. TRANSOCEAN LTD: Secures $232M Contract With BP for Deepwater Atlas ------------------------------------------------------------------ Transocean Ltd. announced a 365-day contract for the Deepwater Atlas with bp in the U.S. Gulf of Mexico. The contract also provides for a 365-day option. The program is expected to commence in the second quarter of 2028 and contribute approximately $232 million in backlog, excluding a mobilization fee. There are no additional services provided under the contract. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean owns or has partial ownership interests in and operates a fleet of 36 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and eight harsh environment floaters. Transocean reported a net loss of $954 million in 2023, a net loss of $621 million in 2022, and a net loss of $591 million in 2021. As of June 30, 2024, Transocean Ltd. had $20.33 billion in total assets, $1.57 billion in total current liabilities, $8.04 billion in total long-term liabilities, and $10.71 billion in total equity. * * * As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TREE LANE: Seeks to Tap Keen-Summit Capital as Real Estate Broker ----------------------------------------------------------------- Tree Lane LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Keen-Summit Capital Partners LLC as real estate broker. The firm's services include: (1) reviewing pertinent document and consulting with the Debtor's counsel, as appropriate; (2) developing, subject to the Debtor's review and approval, a marketing plan, and implementing each facet of the marketing plan; (3) communicating regularly with prospects and maintaining records of communications; (4) soliciting offers for a sale or transfer of title to the Property; (5) assisting the Debtor in evaluating, structuring, negotiating, and implementing the terms and conditions of a proposed transaction with respect to the Property; (6) developing and implementing subject to the Debtor's review and approval, an auction plan, including arranging auction logistics, assisting the Debtor's counsel with auction bid procedures, assisting the Debtor to qualify bides, and running the auction; (7) communicating regularly with the Debtor and its professional advisors in connection with the status of the Broker's efforts; and (8) working with the Debtor's attorneys responsible for the implementation of the proposed sale transaction, reviewing documents, negotiating and assisting in resolving problems which may arise. The firm will be paid as follows: a. The broker shall earn a Transaction Fee equal to 4 percent of the Gross Proceeds of the sale, plus the reimbursement of its reasonable out of pocket expenses. b. If the buyer of the Property is properly represented by a real estate broker, then the Broker shall offer 50 percent of the Transaction Fee to the buyer's broker. c. In the event that the mortgagee of the Property closes a transaction by means of a credit bid and there are no other bidders at the auction, then the Broker shall have earned and shall be paid a Credit Bid Fee of $250,000 in lieu of the Transaction Fee, plus the reimbursement of its reasonable out of pocket expenses, in cash, payable at closing by the buyer. d. In the event that the Debtor, for purposes other than avoiding paying the Broker, removes the Property from the scope of the Broker's services, then the Broker shall be due a Termination Fee, payable within 10 days of invoicing, of $250,000 in lieu of the Transaction Fee and Credit Bid Fee, plus the reimbursement of any reasonable out-of-pocket expenses. As disclosed in the court filings, Keen-Summit Capital Partners is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Harold Bordwin Keen-Summit Capital Partners LLC 2451 Summitridge Drive Beverly Hills, CA 90210 Phone: (646) 381-9201 Email: hbordwin@keen-summit.com About Tree Lane LLC Tree Lane LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 2:24-bk-13201-BB) on April 25, 2024. At the time of filing, the Debtor estimated $10,000,001 to $50 million in both assets and liabilities. Judge Sheri Bluebond presides over the case. The Debtor hires Leech Tishman Fuscaldo & Lampl, Inc. as counsel. Traverse, LLC as chief restructuring officer. TUPPERWARE BRANDS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Tupperware Brands Corporation 14901 S Orange Blossom Trail Orlando FL 32837 Business Description: Tupperware is a global brand for food storage and other kitchen and beverage solutions and an iconic American company. Founded in 1946 and headquartered in Orlando, Florida, Tupperware currently employs a global workforce of 5,450 employees in 41 countries and partners with a world-wide sales force of over 465,000 independent sales consultants who sell the Debtors' products on a freelance basis into nearly 70 countries. Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court District of Delaware Nine affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Tupperware Brands Corporation (Lead Debtor) 24-12156 Dart Industries Inc. 24-12160 Deerfield Land Corporation 24-12161 Premiere Products, Inc. 24-12162 Tupperware Home Parties LLC 24-12163 Tupperware International Holdings Corporation 24-12164 Tupperware Products AG 24-12165 Tupperware Products, Inc. 24-12166 Tupperware U.S., Inc. 24-12167 Judge: Hon. Brendan Linehan Shannon Debtors' General Bankruptcy Counsel: Anup Sathy, P.C. Spencer A. Winters, P.C. Jeffrey T. Michalik, Esq. Gabriela Z. Hensley, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 333 West Wolf Point Plaza Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: anup.sathy@kirkland.com spencer.winters@kirkland.com jeff.michalik@kirkland.com gabriela.hensley@kirkland.com Debtors' Co-Bankruptcy Counsel: Patrick J. Reilley, Esq. Stacy L. Newman, Esq. Michael E. Fitzpatrick, Esq. Jack M. Dougherty, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 Email: preilley@coleschotz.com snewman@coleschotz.com mfitzpatrick@coleschotz.com jdougherty@coleschotz.com Debtors' Investment Banker: MOELIS AND COMPANY LLC Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Noticing & Claims Agent: EPIQ CORPORATE RESTRUCTURING, LLC Total Assets as of September 30, 2023: $679,500,000 Total Debts as of September 30, 2023: $1,203,900,000 The petitions were signed by Steven Marcus Ramos as treasurer. Full-text copies of four of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PL5N2WI/Tupperware_Brands_Corporation__debke-24-12156__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MTH476I/Dart_Industries_Inc__debke-24-12160__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/NQZX4JI/Tupperware_International_Holdings__debke-24-12164__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/NIBFG6Y/Tupperware_Home_Parties_LLC__debke-24-12163__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Chang TSI and Partners Limited Trade Payables $1,213,191 6-8th FL Tower A, (US) Hundred Island Park Bei Zhan Bei Jie Street Xicheng District Beijing 100044 China Contact: Simon TSI, Managing Partner Phone: +86 1088369999 2. BDO USA, LLP Trade Payables $1,067,204 (Formerly Known as BDO Seidman, LLP) (US) 339 Sixth Avenue 8th Floor Pittsburgh, PA 15222 Contact: Wayne Berson, CEO Tel: 301-354-2500 Fax: 301-354-2501 3. FTI Consulting Technology LLC Trade Payables $659,467 50 California Street (US) Suite 1900 San Francisco, CA 94111 Contact: Sophie Ross, Global Chief Executive Officer Technology Phone: 847-533-2609 Email: FTITECHSALES@FTICONSULTING.COM 4. Sada Systems Inc. Trade Payables $593,548 5250 Lankershim Blvd, Ste 720 (US) Los Angeles, CA 91601 Contact: Lusine Yeghiazaryan, CFO PHONE: 818-766-2400 Email: SUPPORT@SADA.COM 5. FM Polska SP Zoo Trade Payables $570,438 UI, Tarczynska 11A (TPAG) Mszczonow Mazowiekie Poland Contact: Sebastien Maquet, CFO PHONE: +48 468570001 EMAIL: FMLOGISTIC@FMLOGISTIC.PL 6. Oracle America Inc Trade Payables $550,000 500 Oracle Pkwy (US) Redwood City, CA 94065 Contact: Shawn M Christianson PHONE: 415-227-0900 7. Marsh & McLennam Companies Inc. Trade Payables $540,459 DBA Marsh USA (US) 1166 Ave of the Americas New York, NY 10036 Contact: Mark McGivney, Chief Financial Officer Phone: 212-345-5000 CONTACT@MMC.COM; 8. Millenarie International Trade Payables $523,763 No 9, Guangzhan Hwy, Nahuo (TPAG) Industrial Zone Yangdong District Yangjiang, Guangdong 529931 China Contact: Zhenliang Zhang, Director Tel: +86 662 3219788 Fax: +86-662-3226688 9. All Blue Solutions Inc. Trade Payables $487,895 26B2 Wilson St (US) Guelph, ON N1H 4G5 Canada Contact: Sandra Cayoutte, COO PHONE: 647-478-7292 10. Zhejiang Latim Electric Trade Payables $485,753 Appliance Co., Ltd. (TPAG) No. 168, YongXue St Wucheng District Jinhua Zhejiang China Contact: Jetty Chou, Sales Clerk TEL: +86 0579-83739805 FAX: +86 0579-83739800 11. Realty Income Corp Trade Payables $438,737 DBA Spirit Realty, LP (US) 11995 El Camino Real San Diego, CA 92130 Contact: Sumit Roy, President & CEO PHONE: 877-924-6266 Email: IR@REALTYINCOME.COM 12. Ernst & Young LLP Trade Payables $397,907 55 Ivan Allen Jr. Blvd, (US) Suite 1000 Atlanta, GA 30308 Contact: Glenn Mitchell, Managing Partner Phone: 404-874-8300 13. Alorica Inc. Trade Payables $367,757 5161 California Ave (US) Irvine, CA 92617 Contact: Andy Lee, CEO PHONE: 866-256-7422 14. Phoenix Fund Six LLC Trade Payables $340,879 DBA Phoenix Hemingway Industrial (US) Investors LLC 401 E Kilburn Ave, Ste 201 Milwaukee, WI 53202 Contact: Frank P Crivello, Chairman & Founder PHONE: 414-283-2600 EMAIL: INFO@PHOENIXINVESTORS.COM 15. Dongguan Jinyi Imp & Exp Trade Payables $322,344 Co Ltd. (TPAG) No. 801, No. E Area, Huifeng Center No. Huifeng Rd, Guancheng District Dongguan Guangdong 523011 China Contact: Yanhuai He, Exec Dir PHONE: +86-755-89517585 16. Konstar Industries Ltd. Trade Payables $303,794 Unit 403-404, 4/F, Block A (TPAG) Po Lung Centre 11 Wang Chiu Rd, Kowloon Bay Kowloon Hong Kong Contact: Yuk Lin Tsui, Director PHONE: +852 27988988 EMAIL: MARKETING@KONSTAR.COM.HK 17. Jenkon (Jia Inc) Trade Payables $284,100 201 NE Park Plz Dr, Ste 220 (US) Vancouver, WA 98684 Contact: Robert Cavitt, CEO PHONE: 360-256-4400 18. Microsoft Licensing GP Trade Payables $252,380 6100 Neil Rd, Ste 100 (US) Reno, NV 89511 Contact: Satya Nadella, CEO Tel: 775-823-5600 Fax: 775-337-3038 19. DNS Global Co. Ltd. Trade Payables $218,397 Road 3, Giang Dien Industrial Zone (TPAG) Giang Dien Commune Trang Bom District Dong Nai Vietnam Contact: Kim Byung IL TEL: +84 2518 966 355 FAX: +84 2518 966 366 20. Linkfair Household (HK) Limited Trade Payables $211,699 RM 501 5/F Shatin Indl CTR Blk (TPAG) B 5-7 Yuen Shun Circut Sha Tin Hong Kong Contact: Kevin Ng, Vice General Mgr PHONE: +86 7662957896 EMAIL: SALES@LINKFAIR.COM.CN 21. DXC Technology Services LLC Trade Payables $201,631 20408 Bashan Dr, Ste 231 (US) Ashburn, VA 20147 Contact: Rob Del Bene, Chief Financial Officer Phone: 800-401-1957 22. Link Enterprise Ltd. Trade Payables $193,928 Flat A, 17/F, Wardley Centre (TPAG) 9-11 Prat Avenue Tsim Sha Tsui Kowloon Hong Kong China Contact: Chang Seng Kelvin Tin PHONE: 717-740-5496 EMAIL: INFOPAE@LINKBUSINESS.COM 23. TK Group International Trade Payables $190,250 Hong Kong Limited (US) RM 19, 9th FL, Block B, Castle Peak Rd Tsuen Wan Hong Kong Contact: Leung Yiu Lee, Director PHONE: +852 24113628 EMAIL: SALES@TKMOLD.COM 24. Print LSC Communications S Trade Payables $189,169 De R L De C V (US) Cerrada De Galena No 26 Fracc Ind La Loma Tlalnepantla De Baz, Estado De Mexico 54070 Mexico Contact: Constance Benedicte Clemence Folch Dassonville PHONE: +52 55 5091 6300 25. Ghidini Cipriano S.R.L. Trade Payables $184,665 Via Ponte Gandovere 51 (TPAG) Gussago, Brescia 25064 Italy Contact: Diego Andina, President PHONE: +39 0303737012 EMAIL: INFO@GHIDINICIPRIANO.IT 26. Computer Packages, Inc. Trade Payables $167,606 11 N Washington St, Ste 300 (US) Rockville, MD 20850 Contact: Jim Russell, Owner PHONE: 301-424-8890 27. Green Orchid Landscape Trade Payables $152,102 Services (US) 8815 Conroy Windermere Rd 360 Orlando, FL 32835 Contact: Brandon Bryson, owner PHONE: 321-765-7676 28. Manuthiers Trade Payables $147,728 12 Rue D Linnovation (TPAG) Zone De Hautes Technologies BP 2 Peschadoires 63920 France Contact: Jean-Marcel Pironin, President PHONE: +33 0473514481 EMAIL: CONTACT@MANUTHIERS.FR 29. Pension Benefit Guaranty Pension Undetermined Corporation Office of the General Counsel 445 12th ST SW Washington, DC 20024 Contact: Stephanie Thomas, Asst General Counsel PHONE: 202-391-4590 30. New Image International Ltd. Litigation Undetermined 19 Mahunga Dr Mangere Bridge Auckland 2022 New Zealand Contact: Graeme Clegg, Founder and Chairman PHONE: +64 9 622 2388 EMAIL: NZSUPPORT@NEWIMAGE.ASIA TUPPERWARE BRANDS: Files for Chapter 11 to Pursue Sale ------------------------------------------------------ Iconic brand Tupperware Brands Corporation (NYSE: TUP) and certain of its subsidiaries have voluntarily initiated Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware. Tupperware said in a statement that it will seek Bankruptcy Court approval to continue operating during the proceedings and remains focused on providing its customers with its award-winning, innovative products through Tupperware sales consultants, retail partners and online. The Company will also seek Court approval to facilitate a sale process for the business in order to protect its iconic brand and further advance Tupperware's transformation into a digital-first, technology-led company. Strategic Plan Following the appointment of a new management team within the last year, Tupperware has implemented a strategic plan to modernize its operations, bolster omnichannel capabilities and drive efficiencies to ignite growth. The Company has made significant progress and intends to continue this important transformation work. "Whether you are a dedicated member of our Tupperware team, sell, cook with, or simply love our Tupperware products, you are a part of our Tupperware family. We plan to continue serving our valued customers with the high-quality products they love and trust throughout this process," said Laurie Ann Goldman, President and Chief Executive Officer of Tupperware. "Over the last several years, the Company's financial position has been severely impacted by the challenging macroeconomic environment. As a result, we explored numerous strategic options and determined this is the best path forward. This process is meant to provide us with essential flexibility as we pursue strategic alternatives to support our transformation into a digital-first, technology-led company better positioned to serve our stakeholders," added Goldman. Goldman, who previously served as CEO of Spanx, was appointed as Tupperware's CEO in October 2023 -- as part of larger leadership change ups. The company has appointed a new management team appointed within the last year. Business As Usual The company press release notes that there are no current changes to Tupperware's independent sales consultant agreements. According to court documents, Tupperware currently employs more than 5,450 employees across 41 countries -- and additionally partners with global sales force of over 465,000 consultants who sell products on a freelance basis in nearly 70 countries. The Company will file certain customary motions seeking Court approval to support its operations during the process, including the continued payment of employee wages and benefits as well as compensating vendors and suppliers under normal terms for goods and services provided on or after the filing date. Struggles The Associated Press reports that Tupperware Brands is seeking bankruptcy protection amid growing struggles to revitalize its business. Tupperware sales growth improved some during the early days of the COVID-19 pandemic, but overall sales have been in steady decline since 2018 due to rising competition. And financial troubles have continued to pile up for the company. The AP notes that doubts around Tupperware's future have floated around for some time. Last year, the company sought additional financing as it warned investors about its ability to stay in business and its risk of being delisted from the New York Stock Exchange. The company received an additional non-compliance notice from the NYSE for failing to file its annual results with the Securities and Exchange Commission earlier this year. And Tupperware had continued to warn about its ability to stay afloat in more recent months, with an August securities filing pointing to "significant liquidity challenges." Tupperware's roots date back to 1946. According to the company's website, shortly after the Great Depression, chemist Earl Tupper found inspiration while creating molds at a plastics factory -- setting out on a mission to create an airtight seal for a plastic container, similar to that on a paint can, to help families save money on food waste. The brand, AP recounts, experienced explosive growth in the mid 20th century -- particularly with the rise of Tupperware parties, first held in 1948. Tupperware parties notably gave many women a chance to run their own businesses out of their homes, selling the products within social circles. The system worked so well that Tupperware eventually removed its products from stores. About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- https://www.tupperwarebrands.com/ -- is a global consumer products company that designs innovative, functional, and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves, and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. Tupperware Brands sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12166) on Sept. 17, 2024. In the bankruptcy petition, Tupperware reported more than $1.2 billion in total debts and $679.5 million in total assets. Kirkland & Ellis LLP is serving as legal advisor to Tupperware, Moelis & Company LLC is serving as the Company's investment banker, and Alvarez & Marsal is serving as the Company's financial and restructuring advisor. Epiq is the claims agent and has put up the page https://dm.epiq11.com/Tupperware URBAN CHESTNUT: Files for Chapter 11 Bankruptcy ----------------------------------------------- Joey Schneider of Fox2Now reports that Urban Chestnut Brewing Company, a prominent St. Louis craft brewery, is filing for Chapter 11 bankruptcy with plans for financial restructuring. Urban Chestnut has reached an agreement to reorganize business operations with backing from a strategic financial advisor, according FOX 2’s news partners at the St. Louis Post-Dispatch. BK Database, a legal services platform, reports of a U.S. bankruptcy court filing on Friday through the Eastern District of Missouri. FOX 2 has reached out to Urban Chestnut for more information. According to Fox2Npw, Urban Chestnut has been pressured financially since the COVID-19 pandemic. The company faces two lawsuits alleging that the company owes hundreds of thousands of dollars in unpaid loans. The report states that Urban Chestnut's website says it still had plans to hold Oktoberfest events from Oct. 11-13, 2024. The company has two brewery and bierhall locations in St. Louis, along with a bar at Lambert Airport. It's unclear how bankruptcy proceedings may affect Urban Chestnut's events and locations at this time. About Urban Chestnut Brewing Co. Urban Chestnut Brewing Co. is a brewer of craft beer specializing in German beer and lagers with a variety of beer styles from IPAs to weissbiers. Urban Chestnut Brewing Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-43233} on Sept. 6, 2024. In the petition filed by David M. Wolfe, as president, the Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor is represented by: Spencer Desai, Esq. THE DESAI LAW FIRM 13321 North Outer Forty Road, Suite 300 Chesterfield, MO 63017 Tel: 314-666-9781 Email: spd@desailawfirmllc.com VIA ESCUELA: Case Summary & Two Unsecured Creditors --------------------------------------------------- Debtor: Via Escuela Consulting, LLC 3193 Budau Ave. Unit 2 Los Angeles, CA 90032 Business Description: Via Escuela owns two properties in California having a total current value of $2.26 million. Chapter 11 Petition Date: September 17, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-17567 Debtor's Counsel: Onyinye N Anyama, Esq. ANYAMA LAW FIRM, APC 18000 Studebaker Rd., Suite 325 Cerritos, CA 90703 Tel: (562) 645-4500 Fax: (562) 645-4494 E-mail: info@anyamalaw.com Total Assets: $2,260,700 Total Liabilities: $2,019,299 The petition was signed by Melissa Regina Alvarado as principal. 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/7OPFBQI/Via_Escuela_Consulting_LLC__cacbke-24-17567__0001.0.pdf?mcid=tGE4TAMA VITRO BIOPHARMA: Posts $149K Net Loss in Third Quarter ------------------------------------------------------ Vitro Biopharma, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss available to common stockholders of $149,080 on $319,909 of total revenue for the three months ended July 31, 2024, compared to a net loss available to common stockholders of $871,684 on $577,240 of total revenue for the three months ended July 31, 2023. For the nine months ended July 31, 2024, the Company reported a net loss available to common stockholders of $7.84 million on $1.32 million of total revenue, compared to a net loss available to common stockholders of $3.48 million on $1.23 million of total revenue for the nine months ended July 31, 2023. As of July 31, 2024, the Company had $6.81 million in total assets, $14.13 million in total liabilities, and a total stockholders' deficit of $7.32 million. The Company had a working capital deficit of approximately $8.2 million as of July 31, 2024. In addition, the revenues of the Company do not provide adequate working capital for the Company to sustain its current and planned business operations. Vitro Biophmarma said, "These factors raise substantial doubt about the Company's ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and generate additional revenues and profit from operations. "Management plans to address the going concern include but are not limited to raising additional capital through an attempted public and/or private offering of equity securities, as well as potentially issuing additional debt instruments. The Company also has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Various strategic alliances that are ongoing and under development are also critical aspects of management's overall growth and development strategy. There is no assurance that these initiatives will yield sufficient capital to maintain the Company's operations. There is no assurance that the ongoing capital raising efforts will be successful. Should management fail to successfully raise additional capital and/or fully implement its strategic initiatives, it may be compelled to curtail part or all of its ongoing operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/793171/000149315224036326/form10-q.htm About Vitro Biopharma Headquartered in Denver, Colorado, Vitro Biopharma, Inc. is an innovative biotechnology company targeting autoimmune diseases and inflammatory disorders, with an ancillary focus in the research services and cosmeceutical fields. With respect to its regenerative medicine business, the Company is developing novel cellular therapeutic candidates intended to address significant unmet medical needs. In the United States, the Company is authorized to conduct two clinical trials under two FDA IND applications to assess the safety and efficacy of AlloRx Stem Cell therapy in PTHS and PASC, or Long COVID, and expects to commence those trials in early 2024. The Company generates revenue from its other technologies through a number of other activities, including through the sale of its stem cell products as well as cosmeceuticals through InfiniVive MD, its wholly-owned subsidiary, which helps to alleviate its capital expenses. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated Jan. 29, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. VORNADO REALTY: S&P Affirms 'B+' ICR, Outlook Negative ------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issue-level rating on the Vornado Realty Trust's preferred stock. S&P said, "The negative outlook reflects our view that Vornado's leverage will improve only modestly over the near term as favorable leasing trends are largely offset by continued secular headwinds facing the office sector including below-average utilization and poorer tenant retention relative to pre-pandemic levels. We project S&P Global Ratings-adjusted debt to EBITDA to remain in the low-11x area in 2024 before improving modestly to the high-10x area in 2025. "We believe Vornado's high-quality portfolio is showing signs of stabilization amid a challenging macroeconomic backdrop. As of June 30, 2024, the company's New York office portfolio was 88.3% occupied, a 10-basis-point (bps) improvement from the first quarter. Moreover, we expect occupancy to modestly improve over the next two years given recent leasing activity and a manageable upcoming office lease expiration schedule." As of June 30, 2024, Vornado had leased 1.6 million square feet of office space year to date, significantly exceeding the first half of last year (1.1 million), with initial rents at $119 per square foot (7.6% increase over expiring rents). The leasing pipeline also appears strong, with an additional 2 million square feet in various stages of negotiations with prospective tenants. In terms of its office lease expirations, Vornado has just 3.8% of annualized base rent expiring in 2024 and 3.9% in 2025, far more manageable than most of its peers. The New York office sector has held up better than national averages in terms of office utilization and occupancy. High-quality portfolios such as Vornado's have shown even greater resilience given the widening bifurcation between class A and class B office and the general dearth of class A office products. (According to CBRE Group, a global leader in commercial real estate services, premier office product represents only about 10% of the overall office stock in New York City). S&P said, "Moreover, we believe Vornado's development projects will create value over the medium to long term and enhance its high-quality portfolio, enabling it to command higher rents and drive leasing demand. While office headwinds remain, with lower retention and weaker office utilization than pre-pandemic levels, we think Vornado's portfolio is showing signs of stabilization." Vornado's leverage remains elevated, and substantial improvement is unlikely before 2026. While the portfolio is showing signs of stability, Vornado's key credit metrics have weakened modestly over the past year. As of June 30, 2024, Vornado's S&P Global Ratings-adjusted debt to EBITDA was 11.2x (compared to 10.3x in the year-ago period), while the fixed-charge coverage (FCC) ratio slipped to 1.6x (from 1.8x). S&P said, "We don't expect these metrics to improve materially before 2026, when the company's large PENN 2 development project begins collecting cash rents, but improved leasing should drive modest EBITDA growth. We project adjusted debt to EBITDA to remain in the low-11x area in 2024 before improving to the high-10x area in 2025, with FCC remaining in the mid- to high-1x area." S&P said, "The negative outlook reflects our view that Vornado's leverage will improve only modestly over the near term, as favorable leasing trends are largely offset by continued secular headwinds facing the office sector, including below-average utilization and poorer tenant retention relative to pre-pandemic levels. We project S&P Global Ratings-adjusted debt to EBITDA to remain in the low-11x area in 2024 before improving to the high-10x area in 2025. We think FCC will remain in the mid- to high-1x area over the next two years due to sustained high interest rates and the company's modest exposure to variable-rate debt." S&P could lower its ratings on Vornado one notch if: -- The company is unable to successfully refinance its upcoming debt maturities well in advance of maturity such that its weighted-average maturity of debt, excluding extension options, declines below three years for a sustained period; -- The company's operating performance deteriorates far beyond S&P's projections, with either office occupancy declining to the mid-80% area or the retail portfolio failing to recover modestly from depressed levels; or -- Its S&P Global Ratings-adjusted debt to EBITDA rises above 11.5x or FCC deteriorates below 1.5x over the next 12-24 months. S&P could revise its outlook to stable if: -- The company is able to successfully refinance its upcoming debt maturities such that its weighted average maturity of debt comfortably exceeds three years; -- Vornado's office and retail portfolio operating performance improves modestly, with operating metrics returning near pre-pandemic levels while further mitigating development risks; and -- Credit protection measures strengthen modestly, with adjusted debt to EBITDA sustained below 11x and FCC rising back above 1.7x. WATER STATION: Receiver Doubts Involuntaries, Wants Control ----------------------------------------------------------- Turning Point Strategic Advisors, the receiver appointed by state court for Creative Technologies, LLC, filed with the Bankruptcy motions seeking (i) confirmation that of Turning Point's Eric Camm status as the manager of debtors Water Station Management, Creative Technologies, LLC, and Refreshing USA, LLC, and (ii) to excuse the turnover of estate property to the Debtors' principals. This case involves a water machine and vending machine business that stands accused in multiple lawsuits of fronting a fraud and Ponzi scheme. The enterprise runs primarily through three alter-ego entities: (i) Creative Technologies LLC; (ii) Refreshing USA, LLC; and (iii) Water Station Management, LLC (collectively, "Debtor Entities"). The principal actor behind this scheme is Ryan Wear. The claims against this enterprise exceed $200 million. In this context, the Superior Court of King County, Washington, on May 14, 2024, appointed Turning Point Strategic Advisors ("Receiver") as a general receiver over Creative Technologies LLC. Under Washington law, a general receiver is charged with winding up the affairs of a business. To that end, Receiver worked diligently to gather information and marshal assets for the benefit of creditors. Receiver did this work despite obfuscation and resistance by Mr. Wear and his right-hand man and corporate controller, Jeremy Briggs. Based on information gathered largely from third parties, Receiver concluded that Mr. Wear's enterprise was a relatively normal business until the onset of the Coronavirus pandemic. During the pandemic, it morphed into something bearing the hallmarks of corporate malfeasance and a possible Ponzi scheme. On Aug. 23, 2024, based on Receiver's presentation of hard evidence, the Washington Court issued an Order under the Washington Consumer Protection Act ("CPA") and under its equitable powers in receivership to remove Ryan Wear as Manager of the Debtor Entities and replace him with Eric Camm as Manager ("Removal Order"). The Removal Order found that Mr. Wear: (i) knowingly misrepresented the number and existence of water machines in connection with sales, investments, and secured loans; (ii) continued to misrepresent assets and finances after the receivership commenced; and (iii) disregarded the automatic stay imposed by the Washington Receivership Act as well as a pre-existing temporary restraining order ("TRO") issued by the Superior Court of Snohomish County, Washington. Notwithstanding his removal as manager and the automatic stay under 362, Mr. Wear has now attempted to exercise control over the Debtor Entities. Indeed, there is good reason to believe he has orchestrated this involuntary filing in an attempt to wrest corporate control from Mr. Camm. This unusual situation raises a critical threshold question -- who properly controls the debtor-entity and putative debtor-in-possession? On one hand is Mr. Wear, who the Washington Court has already found to have knowingly misrepresented material information to creditors, buyers, and the public and who has defied (and continues to defy) existing court orders and statutory stays and who the Washington Court explicitly removed from office and replaced with Mr. Camm before the involuntary petitions were filed. On the other hand is Eric Camm, who the Washington Court appointed to replace Mr. Wear with the support of creditors holding some $180 million of the roughly $200 million in claims. Mr. Camm is a principal with Receiver, deeply familiar with the issues in this case, and well-suited to serve as a neutral fiduciary. Perhaps most important, he is the Manager appointed under applicable state law before the involuntary petitions were filed. The apparent dispute over who rightfully manages the Debtor Entities needs to be resolved now so the debtor and putative debtor-in-possession can properly function. Receiver respectfully submits to the Bankruptcy Court that allowing Ryan Wear to have any management authority at all is highly detrimental to the creditors. As between Mr. Wear and Mr. Camm, the Bankruptcy Court should hold that Mr. Camm is the rightful Manager or, at the very least to protect creditors, excuse Receiver's turnover of estate property so that it remains in the hands of an honest and neutral fiduciary, the Receiver said in court filings. Attorneys for TurningPointe, LLC, d/b/a Turning Point Strategic Advisors: J. Seth Moore Zachary A. Cooper SNELL & WILMER L.L.P. 2501 N. Harwood Street, Suite 1850 Dallas, Texas 75201 Telephone: 214-305-7301 Facsimile: 214-305-7351 E-mail: semoore@swlaw.com zcooper@swlaw.com About Water Station Management Water Station Management LLC owns a water vending machine business. Alleged creditors filed an involuntary Chapter 11 petition for Water Station Management (Bankr. S.D. Tex. Case No. 24-33924), Creative Technologies, LLC (Case No. 24-33934), and Refreshing USA, LLC (Case No. 24-33919) on August 27, 2024. The purported creditors, which include 5161 LLC, R4AZ LLC, and Gray Family Enterprises LLC, are represented by BAYARD, P.A. WHEEL PROS: Seeks Court Okay to Sell 4 Wheel Parts Biz for $30Mil. ------------------------------------------------------------------ Alex Wolf of Bloomberg Law reports that bankrupt after-market specialty auto parts maker Wheel Pros LLC sought court approval to sell its 4 Wheel Parts business and related assets for $30 million to a US affiliate of ARB Corp. Ltd. According to Bloomberg Law, Wheel Pros, rebranded as Hoonigan in 2023, asked the US Bankruptcy Court for the District of Delaware on Monday to approve a $30 million sale of its "4WP" business, which includes 42 retail stores selling off-road Jeep and light truck parts and a related e-commerce platform. The company also sought approval to sell its Poison Spyder Brand, a designer of off-road accessories for 4x4 vehicles, to ARB. The Company said that the divestiture of the 4WP Remaining Stores, and with it a significant portion of the Debtors' retail division, will allow Company management to focus its attention on successfully navigating chapter 11 while continuing operations of the Debtors' more profitable wholesale and e-commerce divisions. The terms of the Sale include a cooperation agreement among the Debtors and ORW that permits ORW to continue distributing the Debtors’ brands at 4WP stores and allows ARB to purchase wheels from the Debtors for resale in ARB's Australian stores, thereby potentially raising the Debtors' sales revenue while decreasing expenses associated with maintaining and operating the 4WP stores. About Hoonigan Hoonigan -- http://www.hoonigan.com/-- serves the automotive enthusiast industry with entertaining content and a wide selection of vehicle enhancements from its portfolio of lifestyle brands, including Fuel Off-Road, American Racing, KMC, Morimoto, TeraFlex, Rotiform, and Black Rhino. Utilizing its expanding global network of distribution centers spanning North America, Australia, and Europe, Hoonigan serves over 30,000 retailers. It has a growing e-commerce presence to provide enthusiast consumers with access to a variety of aftermarket enhancements including wheels, suspension, lighting, and accessories. Wheel Pros, LLC (d/b/a Hoonigan) and certain of its North American-based affiliates, including Hoonigan Industries, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 24-11939) on Sept. 8, 2024. Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP are serving as legal counsel, Houlihan Lokey, Inc., is serving as investment banker, Alvarez & Marsal is serving as financial advisor, and C Street Advisory Group is serving as strategic communications advisor to the Company. Stretto is the claims agent. WISA TECHNOLOGIES: Acquires Datavault IP for $210 Million --------------------------------------------------------- WiSA Technologies, Inc. has executed a definitive asset purchase agreement to purchase the Datavault intellectual property and information technology assets of privately held Data Vault Holdings Inc. for $210 million, consisting of 40 million shares of common stock of WiSA Technologies to be issued at $5 per share plus a $10 million 3-year Note. Closing, subject to customary conditions and approval by the stockholders of WiSA Technologies, is expected to occur prior to December 31, 2024. The resulting publicly traded data technology and licensing company will enable clients and strategic partners to monetize their Blockchain Data and AI Web 3.0 assets via tokenization, data ownership and digital twins. Following the asset acquisition, the company will include the Datavault and ADIO assets, talent and experience with WiSA Technologies to offer two solutions. * Data Sciences will license High Performance Computing (HPC) software applications and Web 3.0 data management serving biotech research, energy, education, fintech, real estate, healthcare, among others. * Acoustic Sciences will license spatial and multichannel HD sound transmission, including ADIO®, WiSA® and Sumerian™, to customers in sports & entertainment, events & venues, restaurants, automotive, finance, and other industries. "This exciting transaction leverages our public company structure, creating a larger, more dynamic entity with broad reach in multiple, rapidly growing markets," said Brett Moyer, CEO of WiSA Technologies. "Datavault's substantial IP portfolio significantly amplifies our spatial audio technology and adds powerful HPC assets. Further, Nate Bradley brings his exceptional track record of successfully commercializing IP for five companies over 30 years. I look forward to joining forces to work together and create shareholder value for WiSA investors." Nathaniel T. Bradley, CEO and co-founder of Data Vault Holdings, said, "I have repeatedly monetized patent portfolios via licensing models. Now, our Data and Acoustic Sciences are ready for commercial expansion. Already, our applications, including secure tokenization, data ownership and digital twin, have attracted reputable users, and our increased industry awareness positions us to expand our customer base." About the Datavault Platform Datavault's software and encryption enables a comprehensive solution for managing and monetizing data in the Web 3.0 environment. It allows risk-free licensing of name, image, and likeness (NIL) by securely attaching physical real-world objects to immutable metadata or blockchain objects, fostering responsible AI with integrity. Datavault's solutions ensure privacy and credential protection. They are completely customizable and offer AI and ML automation, third-party integration, detailed analytics and data, marketing automation and advertising monitoring. The platform creates value through scarcity, utility, and encrypted data protection and generates revenue through licensing partnerships that provide detailed analytics, sophisticated HPC modeling, digital ownership, tokenization, and advertising, among other means. Summary of the Asset Purchase Agreement: * $210 million consideration paid to Data Vault Holdings in exchange for Datavault and ADIO intellectual property and information technology assets by WiSA Technologies. * $200 million in the form of shares of restricted common stock of WiSA Technologies to be issued at $5.00/share * $10 million in an unsecured promissory note due 3 years from closing, with 10% of the proceeds of any financings used to pay down or pay off the promissory note in the interim * 3% royalty on future revenues from Datavault and ADIO product lines to be paid to Master Vault, LLC. Closing is subject to customary conditions and approval by the stockholders of WiSA Technologies. The proxy is expected to be mailed around the end of September, with the stockholders meeting to be held in Q4, 2024. Upon closing, Bradley will become CEO and Moyer CFO and the company intends to change its name to Datavault Inc. About Nathaniel (Nate) Bradley Nathaniel (Nate) Bradley, CEO and Co-founder of Datavault Holdings, a highly accomplished inventor with over 70 international and U.S. patents across diverse fields such as Internet broadcasting, mobile advertising, behavioral healthcare, blockchain, cybersecurity, AI, and data science. As CEO and co-founder of Data Vault Holdings Inc., which operates Datavault Inc., Adio LLC, True Luck Inc., and Data Donate Technologies, Bradley has developed patented technologies that establish Datavault as a leader in Web 3.0 data monetization. He has also lobbied Congress for a Digital Bill of Rights and founded the Intellectual Property Network Inc., offering IP and IT development services globally. Previously, Bradley was the inventor and founder of AudioEye (NASDAQ: AEYE), where he pioneered cloud-based assistive technologies, earning recognition for his contributions to internet accessibility. His extensive experience includes roles as chief technology officer for Marathon Patent Group (currently named Marathon Digital Holdings, NASDAQ: MARA) and involvement in significant acquisitions within the Internet Radio industry. Legal Advisors Sullivan & Worcester LLC served as legal counsel for WiSA Technologies, and Mitchell Silberberg & Knupp LLP served as legal counsel for Data Vault Holdings Inc. About Data Vault Holdings Inc. Data Vault Holdings Inc. is a technology holding company that provides a proprietary, cloud-based platform for the delivery of branded data-backed blockchain objects. Datavault, the company's patented platform, provides businesses with the tools to monetize data assets securely over its Information Data Exchange (IDE). The company owns Data Donate Technologies, Inc., ADIO LLC, Datavault Inc. and True Luck, Inc. as wholly owned subsidiaries under one corporate structure. Learn more about Data Vault Holdings Inc. at www.datavaultsite.com. About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. As of June 30, 2024, WiSA Technologies had $10.6 million in total assets, $4.2 million in total liabilities, and $6.4 million in total stockholders' equity. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024. The report cited recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about the Company's ability to continue as a going concern. WISA TECHNOLOGIES: Enters Exchange and Inducement Agreements ------------------------------------------------------------ WiSA Technologies Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 10, 2024, the Company entered into exchange agreements with certain holders of common stock purchase warrants exercisable for an aggregate of up to 5,135,182 shares of the Company's common stock, par value $0.0001 per share originally issued on February 13, 2024 and having a current exercise price of $1.83. Pursuant to the Exchange Agreements, the Holders agreed to exchange their February 2024 Warrants for newly issued common stock purchase warrants exercisable for an aggregate of up to 5,135,182 shares of Common Stock, at an exercise price of $2.21 per share. The Exchange Warrants, which are immediately exercisable, were issued pursuant to an exemption from the registration requirements of the Securites Act of 1933, as amended contained in Section 3(a)(9) thereof. Also on September 10, 2024, following completion of the transactions contemplated by the Exchange Agreements, the Company entered into inducement agreements with the Holders of the Exchange Warrants, pursuant to which the Company agreed, as consideration for exercising all or part of the Exchange Warrants held by any such Holder on or prior to September 30, 2024, to issue to such Holder one or more common stock purchase warrants exercisable for up to a number of shares of Common Stock equal to 65% of the number of Exchange Warrant Shares issued upon exercise of the Exchange Warrants under the Inducement Agreements. Under the terms of the Inducement Agreements, the Holders were required to exercise an aggregate of 904,977 Exchange Warrants on September 10, 2024, for aggregate gross proceeds of approximately $2.0 million, pursuant to which the Company issued Inducement Warrants exercisable for up to an aggregate of 588,236 Inducement Warrant Shares. The Inducement Warrants contain and will contain terms identifical to the New Warrants, and were issued pursuant to an exemption from the registration requirements of the Securities Act contained in Section 4(a)(2) thereof. Additionally, following completion of the transactions contemplated by the Inducement Agreements, the Company entered into side letter agreements with the Holders with respect to: (i) those certain common stock purchase warrants of the Company, originally issued to the Holders on March 27 through May 17, 2024, which Holders are also parties to that certain securities purchase agreement, dated as of March 26 through May 15, 2024 with the Company. Pursuant to the Side Letter Agreements: (a) the Holders agreed to: (i) amend the "Fundamental Transaction" provisions in the Original Warrants, so that the "Black Scholes Value" clauses in such provisions will be removed in their entirety, effective immediately following receipt of stockholder approval of the issuance of the New Warrant Shares and the issuance of shares of Common Stock pursuant to the alternative cashless exercise provisions of the 1st April 2024 Warrants, the 2nd April 2024 Warrants, the 3rd April 2024 Warrants, the 1st May 2024 Warrants, and the 2nd May 2024 Warrants, (ii) remove the "Stockholder Meeting" provisions in the March 2024 Purchase Agreement, effective immediately, (iii) amend the "Stockholder Meeting" provisions in the remaining Original Purchase Agreements such that the Company is first obligated to call a stockholder meeting to approve the issuance of the shares of Common Stock issuable upon exercise of the Original Warrants no later than December 31, 2024, and thereafter, to re-call a stockholder meeting, if necessary, every six months until such stockholder approval is obtained, and (iv) remove the "Subsequent Equity Sales" and "Registration Statement" provisions in the March 2024 Purchase Agreement (b) as inducements to and in consideration for each Holder's agreement to amend the Original Warrants and the Original Purchase Agreements in accordance with the applicable Side Letter Agreement, the Company agreed to issue to the Holders an aggregate of 887,356 shares of Common Stock and common stock purchase warrants exercisable for up to an aggregate of 5,391,747 shares of Common Stock, such New Shares to be issued upon execution of the Side letter Agreements, and such New Warrants to be issued upon the receipt of stockholder approval. The New Warrants will have a per share exercise price equal to $2.21, will contain 4.99/9.99% beneficial ownership limitations, will be exercisable at any time on or after the Stockholder Approval Date and will expire five years thereafter. Once exercisable, the New Warrants may be exercised, in certain circumstances, on a cashless basis pursuant to the formula contained in the New Warrants. The holder of a New Warrant may also effect an "alternative cashless exercise" commencing on the Stockholder Approval Date. In such event, the aggregate number of shares of Common Stock issuable in such alternative cashless exercise pursuant to any given notice of exercise electing to effect an alternative cashless exercise shall equal the product of (x) the aggregate number of shares of Common Stock that would be issuable upon exercise of the New Warrant in accordance with the terms of the New Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 1.0. The New Shares, the New Warrants and the New Warrant Shares were not registered under the Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) thereof and/or Rule 506(b) promulgated thereunder. Pursuant to the Side Letter Agreements, the Company agreed to file a registration statement to register the resale of the New Shares and New Warrant Shares issuable upon exercise of the New Warrants as soon as reasonably practicable, but in any event no later than 45 calendar days following the Stockholder Approval Date, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the U.S. Securities and Exchange Commission as soon as practicable and to keep such registration statement effective at all times until no Holder owns any such New Shares, New Warrants or New Warrant Shares issuable upon exercise thereof. Additionally, pursuant to the Side Letter Agreements, the Company has agreed to use commercially reasonable efforts to hold an annual or special meeting of stockholders no later than December 31, 2024 for the purpose of obtaining Stockholder Approval. The Company also agreed not to issue any shares of Common Stock or Common Stock equivalents until 30 days after Stockholder Approval is obtained, and also agreed not to effect any Variable Rate Transaction until 60 days after Stockholder Approval is obtained, in each case, subject to certain exceptions, including an exception to issue the stock consideration pursuant to the Asset Purchase Agreement, which issuance was disclosed by the Company in its Current Report on Form 8-K filed with the SEC on September 10, 2024. The exercise price and the number of shares of Common Stock issuable upon exercise of each New Warrant are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In addition, in certain circumstances, upon a fundamental transaction, a holder of New Warrants will be entitled to receive, upon exercise of the New Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the New Warrants immediately prior to the fundamental transaction. About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. As of June 30, 2024, WiSA Technologies had $10.6 million in total assets, $4.2 million in total liabilities, and $6.4 million in total stockholders' equity. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024. The report cited recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about the Company's ability to continue as a going concern. WOODFIELD RD: U.S. Trustee Seeks Chapter 7 Conversion ----------------------------------------------------- Gerard Vetter, Acting U.S. Trustee for Region 4, asked the U.S. Bankruptcy Court for the District of Maryland to issue an order converting the Chapter 11 case of Woodfield Rd, LLC to one under Chapter 7 or directing the appointment of an independent trustee to take over the case. In his motion, the U.S. Trustee said that converting the bankruptcy case to Chapter 7 or appointing a Chapter 11 trustee is necessary following the company's failure to insure its real property and its attempt to mislead his office into thinking that the property was insured. Woodfield owns and operates a 27-unit multifamily apartment complex in Damascus, Md., which is listed at $8.4 million. In July, the company, through its legal counsel, provided the U.S. Trustee with a copy of a certificate of insurance produced by State Farm. When the U.S. Trustee, however, spoke with the insurance agent at State Farm, the latter confirmed that the policy was not in effect as certain documentation was not provided to underwriting as requested. "Given that this is a low-income, multifamily housing complex, there is a significant risk to the estate and the public for [Woodfield's] failure to maintain appropriate insurance," the U.S. Trustee said, pointing out that there are tenants living in the complex and his office does not know the condition of the property or whether Woodfield is actually maintaining the property as it should. The U.S. Trustee also cited the company's continued use of the so-called cash collateral without authorization from the bankruptcy court. "The unauthorized use of cash collateral which is substantially harmful to one or more creditors constitutes cause to convert this case to Chapter 7," the U.S. Trustee said in the motion. The motion is on the court's calendar for Oct. 2. About Woodfield Rd Woodfield Rd, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns the real property located at 26040-26050, Woodfield Rd, Damascus, Md., having an appraised value of $8.4 million. Woodfield Rd filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-15941) on July 15, 2024, listing $8,421,687 in assets and $4,935,021 in liabilities. The petition was signed by Sam Razjooyan as manager. Judge Maria Ellena Chavez-Ruark oversees the case. William C. Johnson, Jr., Esq., at The Johnson Law Group, LLC represents the Debtor as bankruptcy counsel. WORKSPORT LTD: Secures $1.49MM Loan From Loeb Term Solutions ------------------------------------------------------------ Worksport Ltd. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 4, 2024, the Company, through its wholly owned subsidiary, Worksport USA Operations Corporation, a Colorado corporation, entered into a credit and security agreement with Loeb Term Solutions LLC, an Illinois limited liability company. Pursuant to the terms of the Agreement, Lender provided the Borrower with a loan of $1,487,200, evidenced by a promissory note, dated September 4, 2024, by the Borrower for the benefit of Lender. The transaction closed on September 4, 2024, at which time the Company received net proceeds of $1,437,997.98. The Note stipulates principal interest payments by the Borrower on a weekly basis at an interest rate equal to the lesser of: (i) the prime rate plus 7.00% per annum (ii) the maximum rate allowed by law. The Company and Worksport New York Operations Corporation, a Colorado corporation have separately each provided a guaranty in favor of the Lender, guaranteeing all obligations of the Borrower under the Agreement. The Company, Borrower, and Sub have each granted the Lender a security interest in substantially all of its assets, excluding the Company's real property located at 2500 North America Drive, Town of West Seneca, Erie County, New York, as collateral security for the obligations under the Agreement pursuant to security agreements entered with each of them. The Lender holds a first-priority lien on certain Collateral and a second-priority lien on other Collateral, in accordance with an intercreditor agreement between the Lender and Amerisource Funding, Inc. In connection with the Agreement, the Borrower issued the Lender a term promissory note for a principal amount of up to $1,487,200. The Note bears interest at the lesser of: (i) the prime rate plus 7.00% per annum (ii) the maximum rate allowed by law. The Note shall be repayable in 155 weekly installments of principal and interest on each Wednesday commencing on the first Wednesday after the date of the Note, and then the 156th and final installment due on the 156th Wednesday after the date of the Note of all outstanding principal, accrued interest, fees and all other amounts due hereunder. The weekly payments will first be applied to payment of interest, second to late charges and other fees, and the balance, if any, will be applied to the payment of principal. About Worksport Ltd. West Seneca, N.Y.-based Worksport Ltd., through its subsidiaries, designs, develops, manufactures, and owns intellectual property on a portfolio of tonneau cover, solar integration, portable power station, and NP (Non-Parasitic), Hydrogen-based green energy products and solutions for the automotive aftermarket accessories, power storage, residential heating, and electric vehicle-charging industries. Going Concern The Company cautioned in its Form 10-Q Report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. As of March 31, 2024, the Company had $3,536,980 in cash and cash equivalents. The Company has generated only limited revenues and has relied primarily upon capital generated from public and private offerings of its securities. Since the Company's acquisition of Worksport in fiscal Year 2014, it has never generated a profit. As of June 30, 2024, Worksport had $27,185,498 in total assets, $8,039,405 in total liabilities, and $19,146,093 in total stockholders' equity. WYNN RESORTS: Launches $800MM Senior Note Private Offering ---------------------------------------------------------- Wynn Resorts, Limited announced on September 10, 2024, that Wynn Resorts Finance, LLC and its subsidiary Wynn Resorts Capital Corp., each an indirect wholly-owned subsidiary of the Company, are offering $800 million aggregate principal amount of Senior Notes due 2033 in a private offering. The Notes will initially be jointly and severally guaranteed by all of Wynn Resorts Finance's domestic subsidiaries that guarantee the Issuers' existing senior secured credit facilities, except Wynn Resorts Capital, which is the co-issuer of the Notes, the Issuers' 5.125% Senior Notes due 2029 and the Issuers' 7.125% Senior Notes due 2031. The Notes and guarantees will be senior unsecured obligations of the Issuers and the Guarantors and will rank equal in right of payment with all existing and future liabilities of the Issuers and such Guarantors that are not subordinated, including their obligations under the 2029 WRF Notes and the 2031 WRF Notes, and, with respect to Wynn Las Vegas, LLC and certain of its subsidiaries, their obligations under the existing senior notes issued by Wynn Las Vegas. The Notes and guarantees will be effectively subordinated to all of the Issuers' and the Guarantors' existing and future secured debt (to the extent of the value of the collateral securing such debt), including the Senior Credit Facilities and the existing senior notes issued by Wynn Las Vegas. Wynn Resorts Finance plans to: (a) contribute and/or lend a portion of the net proceeds from the offering to its subsidiary, Wynn Las Vegas, who will use the amounts to (i) redeem in full Wynn Las Vegas and Wynn Las Vegas Capital Corp.'s outstanding 5.500% Senior Notes due 2025 and (ii) pay fees and expenses related to the redemption. (b) use the remainder of the net proceeds for general corporate purposes, which may include covering all or a portion of the $130 million forfeiture under the non-prosecution agreement described in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2024. The Issuers will make the offering pursuant to an exemption under the Securities Act of 1933, as amended. The initial purchasers of the Notes will offer the Notes only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or under any state securities laws. Therefore, the Issuers may not offer or sell the Notes within the United States to, or for the account or benefit of, any United States person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. About Wynn Resorts Ltd. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates hotels and casino resorts. As of Dec. 31, 2023, Wynn Resorts has $14 billion in total assets, $15.1 billion in total liabilities, and $1.1 billion in total stockholders' deficit. * * * Egan-Jones Ratings Company, on January 31, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. XL COMPANIES: Court Confirms Plan of Reorganization --------------------------------------------------- Judge Peggy Hunt of the United States Bankruptcy Court for the District of Utah confirmed XL Companies Corp.'s plan of reorganization dated June 4, 2024, as modified, following a hearing on September 10, 2024. The Court says solicitation of votes for acceptance or rejection of the Plan complied with all applicable law, including Section 1126 of the Bankruptcy Code, Bankruptcy Rules 3017.2 and 3018, and the Procedures Order. In accordance with the Report of Balloting for the Debtor's Plan, and the Summary of the Ballots attached thereto, all classes of impaired Claims or Equity Interests voted to accept the Plan or are deemed to have voted to accept the Plan. The Plan complies with the applicable provisions of the Bankruptcy Code. The Claims or Equity Interests placed in each Class are substantially similar to other Claims or Equity Interests in each such Class. The Plan properly classifies Claims and Interests. In addition to Administrative Expense Claims and Priority Claims, which are not classified under the Plan, the Plan designates four Classes of Claims and one Class of Equity Interests. Article IV of the Plan provides for the separate classification of Claims and Interests into ten distinct Classes based on differences in their legal nature or priority. Valid business, factual, and legal reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Plan, and such Classes do not unfairly discriminate between holders of Claims or Equity Interests. There are no unimpaired Classes of Claims under the Plan. Classes 1 through 8 (Secured Claims), Class 9 (Nonpriority Unsecured Claims), and Class 10 (Interests) are all designated as impaired under the Plan. Article IV of the Plan specifies the treatment of impaired Claims and Equity Interests. The Plan provides for the same treatment for each Claim and Equity Interest in each respective Class unless the holder of a particular Claim or Equity Interest has agreed to less favorable treatment with respect to such Claim or Interest. The Plan provides adequate and proper means for implementation of the Plan through ongoing operations of the Reorganized Debtor. The Plan provides for a single class of equity securities with the right to vote on the Plan. Therefore, the Plan does not prefer one class of equity security holders over any other class of equity security holders. The Plan's provisions are appropriate and consistent with the applicable provisions of the Bankruptcy Code, including provisions for (a) the assumption or rejection of all executory contracts and unexpired leases, and (b) the resolution of certain disputes between and among the Debtor and other parties in interest, if any. All applicable provisions of Section 1129(a) of the Bankruptcy Code have been met and, therefore, the Court is required to confirm the Plan under Section 1191(a) of the Bankruptcy Code. A copy of the Court's decision dated September 11, 2024, is available at https://urlcurt.com/u?l=fUnnwp About XL Companies XL Companies Corp. is a Utah corporation organized to provide transportation and trucking services for its customers. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 24-20931) on March 6, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Peggy Hunt presides over the case. Timothy J. Larsen, Esq., and Andres' Diaz, Esq., at Diaz & Larsen, represent the Debtor as bankruptcy attorneys. YELLOW CORP: Chapter 11 Plan Includes REITs and Rights Offerings ---------------------------------------------------------------- Todd Maiden of Freightwaves reports that a final Chapter 11 plan to liquidate Yellow Corp.'s remaining assets could include a reorganization wherein the defunct company's major shareholders backstop a rights offering to stand up a subleasing or real estate investment trust to manage the remaining properties. The plan would include the payment of all allowed general unsecured claims, leaving the reorganized equity interests to shareholders, a Monday filing with a Delaware bankruptcy court showed. However, that Plan is contingent on Yellow (OTC: YELLQ) receiving a favorable ruling on withdrawal liability claims currently before the court. Pension funds that Yellow once contributed to say they are owed as much as $8.6 billion from the company's withdrawal. Yellow maintains it owes just a fraction of the claimed amounts as many of the pension funds no longer have unfunded vested benefits due to a 2021 relief package from Congress. It said its proposed Chapter 11 plan filed Monday, Sept. 2, 2024, just hours before the expiration of its exclusivity period, is "not actionable" until the court makes a ruling on the pensions' claims. An accompanying disclosure statement listed just $750 million in allowed claims. However, there are other significant claims to the estate beyond those held by pension funds. The document also showed the plan had an enterprise value of $1.4 billion and would use $340 million in cash, $300 million in secured notes and $150 million from the rights offering to pay the allowed claims in full. Some smaller claims and trade-vendor claims would get a 90% cash payout or a promissory note for the full amount of the claim plus interest. Another group of general unsecured claims would be offered a note or just 40% upfront. A reorganized Yellow board would consist of five members – two from "allowed interests" to the estate and two from the "backstop parties," which include shareholders MFN Partners, Conversant Capital and Carronade Capital Management. One independent director would be appointed by the estate. If stakeholders object to that person, the court would decide which party can appoint the last seat. MFN made waves in the weeks leading up to Yellow's bankruptcy filing last summer, amassing a more than 40% equity stake in a bet that the company's asset value exceeds what is owed to creditors. The U.S. Treasury got a 30% stake in the company when it issued it a $700 million COVID-relief loan in 2020. Other major creditors to the estate include Pension Benefit Guaranty Corp., which says it's due $206 million for the company's termination from an underfunded plan. WARN Act claims have been estimated to total as much as $244 million, and Yellow faces $2.1 billion in Environmental Protection Agency claims tied to contamination at a terminal it operated in New York City. The estate also continues to resolve bodily injury and property damage claims, with 674 settled so far. No estimate was provided for the remaining personal injury claims. Yellow has contested that many of the claims to the estate are overstated and it believes some will be "substantially reduced" or dismissed. Yellow also asked the court on Monday, September 2, 2024, for a 60-day extension through December 30, 2024 to solicit Chapter 11 plan votes. It said the extension was not sought "to pressure or prejudice any of their stakeholders" but instead "to build consensus around a chapter 11 plan" and to "allow the creditors an appropriate amount of time, given the complexity of these chapter 11 cases." "Depending on the outcome of the [withdrawal liability] Litigation, it is entirely possible that one or more of the proposals made to date, or an alternative proposal or plan structure, as further developed through negotiation, could be a more value-maximizing path forward than the currently Filed Plan." The estate could also continue to liquidate assets through auctions and sales like it has for the past year. The court recently allowed it to retain real estate broker CBRE to sell its remaining 46 owned and 70 leased terminals. Yellow has repaid all secured creditors with the roughly $2 billion it received from the sale of more than 160 terminals. It has also auctioned more than half of the 60,000 pieces of rolling stock it once operated. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. YELLOW CORP: Loses $6.5 Billion Pension Debts Ruling ---------------------------------------------------- Steven Church of Bloomberg News reports that bankrupt trucker Yellow Corp. and its hedge fund owners lost a key court ruling over $6.5 billion in debt that pension funds claim the defunct company owes them, likely wiping out most recovery for shareholders. According to Bloomberg News, U.S. Bankruptcy Judge Craig T. Goldblatt sided with pension funds over how to calculate the penalty Yellow must pay for canceling workers' retirement plans when the company shut down last 2023. The ruling, issued last week, means there is little chance the company will have any cash left for shareholders like hedge fund MFN Partners after Yellow finishes selling its real estate portfolio and paying the pension penalty. Judge Goldblatt didn't set a payment amount, but the ruling means the 11 pension funds involved have the upper hand in how that debt is calculated. Yellow last year sold its trucking terminals for $1.9 billion, enough to cover all of Yellow's secured debt but not pension claims. Shares, which had been trading above $5 most of this year, plunged a record 88% on Sept. 13, when the ruling was released. Shares were trading at 70 cents Tuesday. The pension funds alleged Yellow is required to pay a "withdrawal liability" for canceling the retirement benefit. The funds asked Goldblatt to rule that billions of dollars in federal grant money they received from the US last year should be ignored when that liability is calculated. Yellow asked the judge to do the opposite. The Pension Benefit Guaranty Corp., which regulates retirements funds like those set up for Yellow's union workers, argued that other companies with traditional pension plans would have an incentive to cancel their retirement benefits if Yellow won since shareholders wouldnt be forced to pay a hefty penalty. Yellow claimed it was unfair to make it pay the penalty since federal grants made the pensions solvent for decades. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on Aug. 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. YUZHOU GROUP: Sept. 25 Chapter 15 Recognition Hearing Set --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing on Oct. 2, 2024, at 10:00 a.m. (Eastern Time), in Room 623 of the United States Bankruptcy Court, One Bowling Green, New York, New York 10004, to approve the Chapter 15 petition for recognition of a foreign proceeding for Yuzhou Group Holdings Company. Objections to the approval, if any, must be filed no later than 4:00 p.m. (Eastern Time) on Sept. 25, 2024. About Yuzhou Group Holdings Co. Yuzhou Group Holdings Co. is a real estate development company. The Chinese builder failed to pay $2.9 billion of dollar notes with interest as of the end of 2023 and is undergoing restructuring in Hong Kong and Cayman Islands, Bloomberg reports. Yuzhou Group sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 4-11441) on Aug. 22, 2024. The Honorable Bankruptcy Judge Lisa G Beckerman oversees the case. Yuzhou Group filed for Chapter 15 bankruptcy to seek U.S. court recognition for debt restructuring in Hong Kong and ward off litigation. [*] 2024 Distressed Investing Conference Agenda Announced --------------------------------------------------------- Beard Group Inc. has released the agenda for the 31st Annual Distressed Investing Conference scheduled for Wed., Dec. 4, 2024 at The Harmonie Club in New York City. This year's event will kick off with opening remarks from conference co-chairs, Joshua A. Sussberg, Partner at Kirkland & Ellis LLP, and Harold L. Kaplan, Partner at Foley & Lardner LLP, to be followed by the Annual Year In Review by Steve Gidumal, President and Managing Partner of Virtus Capital, LP. David Griffiths, Partner at Weil, Gotshal & Manges LLP, will head a roundtable discussion on the Health of the Restructuring Industry; and David Hillman, Partner at Proskauer Rose LLP, will lead a panel discussion on Private Credit Restructuring. The event also features a pair of sessions on Liability Management: Structuring From Creditor On Creditor Violence To Cooperation, to be led by Damian Schaible, Partner at Davis Polk & Wardwell LLP, and John Sobolewski, Partner at Wachtell, Lipton, Rosen & Katz; and Bankruptcy Litigation -- Go Wesco Young Man, with Mark Hebbeln, Partner at Foley & Lardner LLP as Moderator, Lorenzo Marinuzzi, Partner at Morrison & Foerster LLP, and Zachary Rosenbaum at Kobre & Kim. Will We Ever Go Shopping/Officing Again? The afternoon's slate will start with a discussion on the state of Retail and Commercial Real Estate to be led by Hilco Global, followed by Trends, Friends, And Venues with Kirkland's Joshua A. Sussberg. Stephanie Wickouski, Partner at Locke Lord LLP, will moderate "Top Considerations For A Board Before And During A Bankruptcy: What Investors Need To Know About What Happens In The Boardroom." She will be joined by Michelle Dreyer, Managing Director at CSC Global Financial Markets, and Chelsea A. Grayson, Managing Director at Pivot Group, Board Member at both Xponential Fitness and Beyond Meat. A session on "Recognition, Releases And Torts In A Cross-Border World" will be led by Evan Hill, Partner at Skadden, Arps, Slate, Meagher & Flom LLP as Moderator. Virtus' Steve Gidumal will cap the day's events with Investor's Roundtable. The conference also features two side events: The Harvey R. Miller Annual Awards Luncheon and the Networking Reception and Awards Honoring Outstanding Young Restructuring Lawyers in the evening. Jamie Sprayragen, Vice Chairman of Hilco Global, will be presented this year's Harvey R. Miller Outstanding Achievement Award for Service to the Restructuring Industry. Catch his live interview during the luncheon, to be conducted by Henny Sender, Managing Director of BlackRock. The 2024 Turnarounds & Workouts Outstanding Young Restructuring Lawyers are: BENJAMIN S. ARFA, Wachtell, Lipton, Rosen & Katz KATE DOORLEY, Akin Gump Strauss Hauer & Feld LLP JEREMY D. EVANS, Paul Hastings LLP RAFF FERRAIOLI, Morrison Foerster LLP BRANDON HAMMER, Cleary Gottlieb Steen & Hamilton LLP EVAN A. HILL, Skadden, Arps, Slate, Meagher & Flom LLP FLORA INNES, Latham & Watkins LLP CHRISTIAN JENSEN, Sullivan & Cromwell LLP LAUREN REICHARDT, Cooley LLP DAVID SCHIFF, Davis Polk & Wardwell LLP LUKE SIZEMORE, Reed Smith APARNA YENAMANDRA, Kirkland & Ellis, LLP Registration is now open for the 31st Annual Distressed Investing Conference, presented by Beard Group, Inc. This year's event is being sponsored by: * Kirkland & Ellis, LLP, as conference co-chair; * Foley & Lardner LLP, as conference co-chair; * Davis Polk & Wardwell LLP; * Hilco Global; * Locke Lord LLP; * Morrison & Foerster LLP; * Proskauer Rose LLP; * Skadden, Arps, Slate, Meagher & Flom LLP; * Wachtell, Lipton, Rosen & Katz; and * Weil, Gotshal & Manges LLP This year's Patron Sponsors: * Katten Muchin Rosenman LLP; and * Kobre & Kim The Supporting Sponsors: * C Street Advisory Group; * Development Specialists, Inc.; * RJReuter; and * SSG Capital Advisors This year's Media Partners: * BankruptcyData; * CreditSights; * Debtwire; * Pari Passu; * Reorg; and * WSJ Pro Bankruptcy This year's Knowledge Partner: * Creditor Rights Coalition Once a year, the top industry experts gather together to discuss the latest topics and trends in the distressed investing industry. This value-packed event features special presentations from keynote speakers, live panel discussions with industry experts and networking with other insolvency professionals. Visit https://www.distressedinvestingconference.com for more information. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Antia's Tender Touch LLC Bankr. N.D. Ga. Case No. 24-58635 Chapter 11 Petition filed August 19, 2024 represented by: Ian M. Falcone, Esq. THE FALCONE LAW FIRM, P.C. Email: attorneys@falconefirm.com In re Dominion Capital Assets LLC Bankr. N.D. Ga. Case No. 24-58800 Chapter 11 Petition filed August 22, 2024 Filed Pro Se In re 580 Lake Purgatory Drive LLC Bankr. D. Ariz. Case No. 24-07155 Chapter 11 Petition filed August 28, 2024 Filed Pro Se In re Full Hands Investment Group L.L.C. Bankr. S.D. Tex. Case No. 24-33959 Chapter 11 Petition filed August 28, 2024 Filed Pro Se In re 5303 Woodside Partners LLC Bankr. E.D.N.Y. Case No. 24-43602 Chapter 11 Petition filed August 29, 2024 represented by: Joshua R Bronstein, Esq. Email: jbrons5@yahoo.com In re HKG Management LLC Bankr. N.D. Ga. Case No. 24-59152 Chapter 11 Petition filed August 30, 2024 Filed Pro Se In re VIP Referral & Management LLC Bankr. N.D. Ga. Case No. 24-59153 Chapter 11 Petition filed August 30, 2024 Filed Pro Se In re Our Town Realestate, LLC Bankr. N.D. Ga. Case No. 24-59156 Chapter 11 Petition filed August 30, 2024 Filed Pro Se In re We'll Buy LLC Bankr. N.D. Ga. Case No. 24-59157 Chapter 11 Petition filed August 30, 2024 Filed Pro Se In re Melvric Transport, LLC Bankr. N.D. Ga. Case No. 24-59175 Chapter 11 Petition filed August 30, 2024 Filed Pro Se In re 2454 Marneil Drive LLC Bankr. N.D. Ga. Case No. 24-59262 Chapter 11 Petition filed September 3, 2024 Filed Pro Se In re Sold By Shank & Co. Bankr. N.D. Ga. Case No. 24-59260 Chapter 11 Petition filed September 3, 2024 Filed Pro Se In re 2 Big Legacy LLC Bankr. N.D. Ga. Case No. 24-59264 Chapter 11 Petition filed September 3, 2024 Filed Pro Se In re INVGRP2, LLC Bankr. N.D. Ga. Case No. 24-59266 Chapter 11 Petition filed September 3, 2024 Filed Pro Se In re The Baltic Connection, LLC Bankr. N.D. Ga. Case No. 24-59267 Chapter 11 Petition filed September 3, 2024 Filed Pro Se In re JW Legacy Real Estate Holdings Bankr. N.D. Ga. Case No. 24-59268 Chapter 11 Petition filed September 3, 2024 Filed Pro Se In re Ross Colby LLC Bankr. N.D. Ga. Case No. 24-59270 Chapter 11 Petition filed September 3, 2024 Filed Pro Se In re William Charles Harper Bankr. S.D. Ala. Case No. 24-12286 Chapter 11 Petition filed September 10, 2024 In re Richard Gonzalez Bankr. C.D. Cal. Case No. 24-15353 Chapter 11 Petition filed September 10, 2024 represented by: Michael Totaro, Esq. In re Reid's Educational Child Care Centre, LLC Bankr. M.D. Fla. Case No. 24-02749 Chapter 11 Petition filed September 10, 2024 See https://www.pacermonitor.com/view/3PBMNHY/Reids_Educational_Child_Care_Centre__flmbke-24-02749__0001.0.pdf?mcid=tGE4TAMA represented by: Robert Elrod, Esq. ROBERT ELROD E-mail: rwelrod3@aol.com In re Glitz of Atlanta LLC Bankr. N.D. Ga. Case No. 24-59527 Chapter 11 Petition filed September 10, 2024 See https://www.pacermonitor.com/view/TW3UAWQ/Glitz_of_Atlanta_LLC__ganbke-24-59527__0001.0.pdf?mcid=tGE4TAMA represented by: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. E-mail: paul.marr@marrlegal.com In re Empresarios Existos Latinos Americanos Residentes En New York USA, Inc. Bankr. D.N.J. Case No. 24-18950 Chapter 11 Petition filed September 10, 2024 See https://www.pacermonitor.com/view/FXVIWKA/Empresarios_Existos_Latinos_Americanos__njbke-24-18950__0001.0.pdf?mcid=tGE4TAMA represented by: Mario Blanch, Esq. BLANCH & STEINER E-mail: mario@blanchlegal.com In re Gavazzi Cooling & Heating, Inc. Bankr. D.N.J. Case No. 24-18940 Chapter 11 Petition filed September 10, 2024 See https://www.pacermonitor.com/view/TR2TI2A/Gavazzi_Cooling__Heating_Inc__njbke-24-18940__0001.0.pdf?mcid=tGE4TAMA represented by: Brian G Hannon, Esq. NORGAARD OBOYLE HANNON E-mail: bhannon@norgaardfirm.com In re 65 Main Realty LLC Bankr. S.D.N.Y. Case No. 24-22770 Chapter 11 Petition filed September 10, 2024 See https://www.pacermonitor.com/view/7ONRM6Y/65_Main_Realty_LLC__nysbke-24-22770__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Lauren Lee Britnell Bankr. E.D.N.C. Case No. 24-03107 Chapter 11 Petition filed September 10, 2024 represented by: Amy Bissette, Esq. In re Facilities Management Services of Pennsylvania, Inc. Bankr. E.D. Pa. Case No. 24-13194 Chapter 11 Petition filed September 10, 2024 See https://www.pacermonitor.com/view/VBO5F6Q/Facilities_Management_Services__paebke-24-13194__0001.0.pdf?mcid=tGE4TAMA represented by: David B. Smith, Esq. SMITH KANE HOLMAN, LLC E-mail: dsmith@skhlaw.com In re William Eli Goad and Sherilyn Harmon Goad Bankr. S.D. Tex. Case No. 24-10150 Chapter 11 Petition filed September 10, 2024 represented by: Dennis Sanchez, Esq. In re Wow Now Properties LLC Bankr. E.D. Va. Case No. 24-71939 Chapter 11 Petition filed September 10, 2024 See https://www.pacermonitor.com/view/B44BLEY/Wow_Now_Properties_LLC__vaebke-24-71939__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Paths Program, LLC Bankr. D. Ariz. Case No. 24-07580 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/ECXDLEY/PATHS_PROGRAM_LLC__azbke-24-07580__0001.0.pdf?mcid=tGE4TAMA represented by: D. Lamar Hawkins, Esq. GUIDANT LAW, PLC E-mail: lamar@guidant.law In re Alisia Cheuk Bankr. N.D. Cal. Case No. 24-30671 Chapter 11 Petition filed September 11, 2024 In re Goody's Fleet Solutions, LLC Bankr. M.D. Fla. Case No. 24-05407 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/NH73WUA/Goodys_Fleet_Solutions_LLC__flmbke-24-05407__0001.0.pdf?mcid=tGE4TAMA represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: All@tampaesq.com In re LaDon Germoni Investments, LLC Bankr. D. Md. Case No. 24-17649 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/FXLZJXY/LaDon_Germoni_Investments_LLC__mdbke-24-17649__0001.0.pdf?mcid=tGE4TAMA represented by: Joseph M. Selba, Esq. TYDINGS & ROSENBERG LLP E-mail: jselba@tydings.com In re 26 Pulaski Management Corp Bankr. E.D.N.Y. Case No. 24-43769 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/7JQOJ3Y/26_Pulaski_Management_Corp__nyebke-24-43769__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Igor Sentchenko Bankr. E.D.N.Y. Case No. 24-43748 Chapter 11 Petition filed September 11, 2024 represented by: Alla Kachan, Esq. In re Umidjon Ishnazarov Bankr. E.D.N.Y. Case No. 24-43740 Chapter 11 Petition filed September 11, 2024 represented by: Alla Kachan, Esq. In re Waycross Vista, Inc. Bankr. E.D.N.Y. Case No. 24-43757 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/7FOBKSI/Waycross_Vista_INC__nyebke-24-43757__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Johnathan W. Long and Rhonda K. Long Bankr. S.D. Ohio Case No. 24-53640 Chapter 11 Petition filed September 11, 2024 represented by: David Whittaker, Esq. In re J&A Trucking LLC Bankr. D.S.C. Case No. 24-03318 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/RICKKJA/JA_Trucking_LLC__scbke-24-03318__0001.0.pdf?mcid=tGE4TAMA represented by: Jason M Ward, Esq. JASON WARD LAW, LLC E-mail: Jason@WardLawSC.com In re CMM Offroad LLC Bankr. M.D. Tenn. Case No. 24-03493 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/ZP6UV3A/CMM_Offroad_LLC__tnmbke-24-03493__0001.0.pdf?mcid=tGE4TAMA represented by: Jay R. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ E-mail: jlefkovitz@lefkovitz.com In re HTX Wellness Group, LLC Bankr. S.D. Tex. Case No. 24-34239 Chapter 11 Petition filed September 11, 2024 See https://www.pacermonitor.com/view/FFZJVQA/HTX_Wellness_Group_LLC__txsbke-24-34239__0001.0.pdf?mcid=tGE4TAMA represented by: Leonard Simon, Esq. PENDERGRAFT & SIMON LLP E-mail: lsimon@pendergraftsimon.com In re Leon D Fleishman and Gloria Fleishman Bankr. C.D. Cal. Case No. 24-11516 Chapter 11 Petition filed September 12, 2024 represented by: Robert Yaspan, Esq. In re Maricela Ortega Bankr. S.D. Fla. Case No. 24-19349 Chapter 11 Petition filed September 12, 2024 represented by: Michael Kaufman, Esq. In re 255 North Front Street Condos, Inc. Bankr. E.D.N.C. Case No. 24-03153 Chapter 11 Petition filed September 12, 2024 See https://www.pacermonitor.com/view/P3WKEHI/255_North_Front_Street_Condos__ncebke-24-03153__0001.0.pdf?mcid=tGE4TAMA represented by: Richard P. Cook, Esq. RICHARD P. COOK, PLLC E-mail: CapeFearDebtRelief@gmail.com In re THF Holdings LLC Bankr. M.D. Tenn. Case No. 24-03518 Chapter 11 Petition filed September 12, 2024 See https://www.pacermonitor.com/view/ZHJVZ3A/THF_HOLDINGS_LLC__tnmbke-24-03518__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Yvette NMN Pelser, Esq. Bankr. M.D. Tenn. Case No. 24-03501 Chapter 11 Petition filed September 12, 2024 In re RLK Group, LLC Bankr. S.D. Tex. Case No. 24-70217 Chapter 11 Petition filed September 12, 2024 See https://www.pacermonitor.com/view/ZX5KHJY/RLK_Group_LLC__txsbke-24-70217__0001.0.pdf?mcid=tGE4TAMA represented by: Reese Baker, Esq. BAKER & ASSOCIATES E-mail: courtdocs@bakerassociates.net In re Mims and Son Construction, LLC Bankr. M.D. Fla. Case No. 24-02800 Chapter 11 Petition filed September 13, 2024 See https://www.pacermonitor.com/view/F3DLEFQ/Mims_and_Son_Construction_LLC__flmbke-24-02800__0001.0.pdf?mcid=tGE4TAMA represented by: Bryan K. Mickler, Esq. LAW OFFICES OF MICKER & MICKLER, LLP E-mail: bkmickler@planlaw.com In re Ultracuts of America, Inc. Bankr. M.D. Fla. Case No. 24-05468 Chapter 11 Petition filed September 13, 2024 See https://www.pacermonitor.com/view/TB7RAII/Ultracuts_of_America_Inc__flmbke-24-05468__0001.0.pdf?mcid=tGE4TAMA represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: All@tampaesq.com In re Group Resources of Iowa, LLC Bankr. N.D. Ga. Case No. 24-59675 Chapter 11 Petition filed September 13, 2024 See https://www.pacermonitor.com/view/GEVR36A/Group_Resources_of_Iowa_LLC__ganbke-24-59675__0001.0.pdf?mcid=tGE4TAMA represented by: Michael D Robl, Esq. ROBL LAW GROUP LLC E-mail: michael@roblgroup.com In re Morgan Morang Bankr. D. Maine Case No. 24-20190 Chapter 11 Petition filed September 13, 2024 represented by: Scott Logan, Esq. In re Baisley 17734 Corp Bankr. E.D.N.Y. Case No. 24-43811 Chapter 11 Petition filed September 13, 2024 See https://www.pacermonitor.com/view/ZZLVJWI/Baisley_17734_Corp__nyebke-24-43811__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re G + T 5206 Investments LLC Bankr. E.D. Pa. Case No. 24-13262 Chapter 11 Petition filed September 13, 2024 See https://www.pacermonitor.com/view/6GIQR3I/G__T_5206_Investments_LLC__paebke-24-13262__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Ozark Landscape & Design, Inc. Bankr. E.D. Ark. Case No. 24-13011 Chapter 11 Petition filed September 15, 2024 See https://www.pacermonitor.com/view/ECTLYII/Ozark_Landscape__Design_Inc__arebke-24-13011__0001.0.pdf?mcid=tGE4TAMA represented by: Michael E. Crawley, Jr., Esq. CRAWLEY LAW FIRM, P.A. E-mail: juliana@crawleylawfirm.com In re Nandemo Holdings LLC Bankr. S.D. Fla. Case No. 24-19446 Chapter 11 Petition filed September 15, 2024 See https://www.pacermonitor.com/view/V4T7TII/Nandemo_Holdings_LLC__flsbke-24-19446__0001.0.pdf?mcid=tGE4TAMA represented by: Ronald Kaniuk, Esq. KANIUK LAW OFFICE E-mail: ron@kaniuklawoffice.com In re Employee Benefits Concepts, Inc. Bankr. N.D. Ga. Case No. 24-59673 Chapter 11 Petition filed September 15, 2024 See https://www.pacermonitor.com/view/B2TNXWI/Employee_Benefits_Concepts_Inc__ganbke-24-59673__0001.0.pdf?mcid=tGE4TAMA represented by: Michael D Robl, Esq. ROBL LAW GROUP LLC E-mail: michael@roblgroup.com In re Jordan Dale Call Bankr. D. Ariz. Case No. 24-07712 Chapter 11 Petition filed September 16, 2024 represented by: D Lamar Hawkins, Esq. GUIDANT LAW, PLC In re Charles Michael Rutherford, Sr. and Krystal Gail Rutherford Bankr. N.D. Fla. Case No. 24-40384 Chapter 11 Petition filed September 16, 2024 represented by: Byron Wright, Esq. In re Eric George Bankr. S.D. Fla. Case No. 24-19496 Chapter 11 Petition filed September 16, 2024 represented by: Susan Lasky, Esq. In re Steven L. Wilson, Jr. Bankr. M.D. Ga. Case No. 24-51397 Chapter 11 Petition filed September 16, 2024 In re Group Resources Incorporated Bankr. N.D. Ga. Case No. 24-59729 Chapter 11 Petition filed September 16, 2024 See https://www.pacermonitor.com/view/6YO5VZI/Group_Resources_Incorporated__ganbke-24-59729__0001.0.pdf?mcid=tGE4TAMA represented by: Michael D Robl, Esq. ROBL LAW GROUP LLC E-mail: michael@roblgroup.com In re Douglas Gregory Bezio Bankr. D. Mass. Case No. 24-11863 Chapter 11 Petition filed September 16, 2024 In re Investor's Genie LLC Bankr. E.D.N.Y. Case No. 24-43828 Chapter 11 Petition filed September 16, 2024 See https://www.pacermonitor.com/view/HJAEC6A/Investors_Genie_LLC__nyebke-24-43828__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Mitchell Adjusting International, LLC Bankr. S.D. Tex. Case No. 24-34288 Chapter 11 Petition filed September 16, 2024 Filed Pro Se ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***