/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240920.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, September 20, 2024, Vol. 28, No. 263 Headlines 207 E 15TH ST: Seeks to Sell Paterson Property for $300,000 265 CHERRY: Secured Party Sets Nov. 12 Online Auction 2U INC: Noteholder, Greenvale File Supplemental Rule 2019 Statement 301CRAINCOMMONS LLC: Seeks to Hire William Johnson Jr. as Counsel 303 HIGHLINE: Seeks to Tap Pick & Zabicki as Bankruptcy Counsel 360 GLOBAL: Hires Above and Beyond Tax Services as Accountant 5599 HOLDINGS: Voluntary Chapter 11 Case Summary ACJK INC: Court Narrows Claims in Suit vs SBFS & Rapid ADM TRONICS: Marc Margolin Holds 5.4% Equity Stake AFB RESTAURANTS: Hires Downing Law Offices P.C. as Counsel AKRONYM BREWING: Gets OK to Tap Steel & Company Law Firm as Counsel AKRONYM PUBLIC: Seeks to Hire Steel & Company Law Firm as Counsel ALASKA AIR: S&P Affirms 'BB' ICR on Hawaiian Merger, Outlook Neg. ALPINE HOSPITALITY: Gets Approval to Hire Ryu Inc. as Accountant ANTHONY'S 31: Hires EXP Commercial as Real Estate Broker APHEX HOLDINGS: Case Summary & One Unsecured Creditor APPTECH PAYMENTS: Closes $1.1MM Placement, Issues 521K Shares ARAMID ENTERTAINMENT: Co-Founder's Suit vs Reed Smith Tossed ASHFORD HOSPITALITY: Ashford TRS Puts Cap on Group Services Fee BARRY STREET: Case Summary & Three Unsecured Creditors BIG LOTS: Davis Polk Advises on Chapter 11 Restructuring BIG LOTS: Reports $238.5 Million Net Loss in Fiscal Q2 BL SANTA FE: Court Allows RFR's Two Proofs of Claim BLACK OPS: Hires Country Boys Auction as Auctioneer BON WORTH: Updates Crossroads & Saturn Five Secured Claims Pay BRIGADE MANUFACTURING: Seeks to Hire Craig Geno as Legal Counsel BROKEN VESSEL: Seeks to Hire Frederick Garfield as Legal Counsel CAGLE CONSTRUCTION: Hires Weinstein & St. Germain as Counsel CAMBRIDGE FALLS: Hires Bresset & Santora as Bankruptcy Counsel CAMBRIDGE FALLS: Seeks to Hire PLC Cambridge Management as Manager CAMBRIDGE POINTE: Seeks to Tap Bresset & Santora as Legal Counsel CAMBRIDGE POINTE: Seeks to Tap PLC Cambridge Management as Manager CASTILLO ENTERPRISES: Hires Bach Law Offices as Bankruptcy Counsel CATHETER PRECISION: Intracoastal Capital, 2 Others Hold 9.5% Stake CINNAMINSON MECHANICAL: Hires Daniel Reinganum as Legal Counsel CITIUS PHARMACEUTICALS: To Request Hearing for Nasdaq Compliance COMMUNITY HEALTH: Miguel Benet Named Chief Medical Officer COMTECH TELECOM: Chief Operating Officer Maria Hedden Steps Down COTY INC: S&P Upgrades ICR to 'BB+' on Revised Business Risk COVE CASTLES: Hires Kriss & Feuerstein as Bankruptcy Counsel COWTOWN BUS: Seeks to Hire Griffith Jay & Michel as Legal Counsel CPV FAIRVIEW: S&P Assigns 'BB-' Rating on Senior Secured Debt CTCHGC LLC: Commences Subchapter V Bankruptcy Process CUT & FILL: Seeks Court Approval to Use Cash Collateral CXOSYNC LLC: Seeks Court Approval to Use Cash Collateral CYANOTECH CORP: Michael Davis Holds 23.8% Stake as of Sept. 10 D'PASTRY INC: Taps Carlos Alberto Ruiz as Bankruptcy Counsel DELTA APPAREL: Retains SB360 Capital for Court-Approved Liquidation DIAMETER CAPITAL 8: S&P Assigns Prelim BB- (sf) Rating on D Notes DIGITAL ANCHORS: Hires Last Chance Auction Company as Auctioneer E.W. SCRIPPS: S&P Downgrades ICR to 'B-', Outlook Negative EFS COGEN: S&P Assigned Prelim 'BB-' Rating on Secured Term Loan B EGM MAINTENANCE: Seeks to Tap Carlos Alberto Ruiz as Legal Counsel EKSO BIONICS: Kent Lake PR, 2 Others Hold 7.7% Stake ENTECCO FILTER: Case Summary & 20 Largest Unsecured Creditors ENY EQUITY: Hires Berger Fischoff Shumer Wexler as Counsel EQUIPSOURCE LLC: Voluntary Chapter 11 Case Summary ERIC SHARKS: Seeks to Tap Shiela F. Campbell as Bankruptcy Counsel EUBANKS ELECTRIC: Seeks to Hire Tittle Law Group as Legal Counsel EYE CARE: Committee Hires Eversheds Sutherland as Legal Counsel FAMILY SOLUTIONS: Hires Hendren Redwine & Malone as Counsel FLUENT INC: Ryan Perfit Appointed Chief Financial Officer FRONTIER DEVELOPMENT: Gets OK to Tap Ellet Law Offices as Counsel GATEWAY FOUR: Unsecureds Will Get 29.74% in Trustee Plan GLORY PROJECT: Case Summary & Two Unsecured Creditors GRESHAM WORLDWIDE: Committee Gets OK to Tap Stinson LLP as Counsel HAILYN INVESTMENTS: Hires Weinstein & St. Germain as Counsel HAMMER INTERNATIONAL: Trustee Seeks to Hire Saul Ewing as Counsel HAVRE EAGLES: Trustee Gets OK to Tap Wesler & Assoc. as Accountant HAYES MECHANICAL: Voluntary Chapter 11 Case Summary HERITAGE 10: Files Amendment to Disclosure Statement HTX WELLNESS: Wins Court Permission to Use Cash Collateral INNOVATIVE SOLUTIONS: Hires Harper Hofer as Accountant INSEEGO CORP: Pays Down $9.5M in Debt, Advances Capital Improvement IQSTEL INC: Meets Investment Banks New York for Nasdaq Uplisting IRWIN NATURALS: Taps Beach Freeman Lim & Clelland as Accountant JJJ CONTRACTING: Taps Dunham Hildebrand Payne Waldron as Counsel JM SUPERMARKETS: Voluntary Chapter 11 Case Summary JODY D. LASHLEY: Court Converts Case to Chapter 7 K2 LEASING: Taps Crane Simon Clar & Goodman as Bankruptcy Counsel KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants LAG SR ENTERPRISES: Amends Hoard Secured Claims Pay Details LEROUX CREEK: Hires Kieger Analytics as Financial Advisor LEVEL UP AUTO: Voluntary Chapter 11 Case Summary LUMEN TECHNOLOGIES: Dan Hagan Holds 5.4% Equity Stake M & M FARMS: Case Summary & Two Unsecured Creditors MARSHALL SPIEGEL: Court Rejects Plan, Appoints Chapter 11 Trustee MEIER'S WINE: Committee Taps Berkeley Research as Financial Advisor MINESEN COMPANY: Court OKs $372,944 Fee for Chapter 11 Trustee MONTE JOHNSTON: Case Summary & Eight Unsecured Creditors MOUNTAIN DUE: Seeks to Tap Asterion as Chief Restructuring Officer NATURALSHRIMP INC: To Continue Lender Talks Over Litigation NEWFOLD DIGITAL: Moody's Alters Outlook on 'B3' CFR to Stable OCEANVIEW BEACH: Hires Law Firm of Robert M. Yaspan as Counsel OMNIQ CORP: Secures Over $1MM in New Orders From Bioscience Partner ORGANON & CO: S&P Alters Outlook to Negative, Affirms 'BB' ICR PARK VIEW: Seeks to Hire Bayard P.A. as Co-Counsel PARK VIEW: Seeks to Hire Till Law Group as Counsel POWER REIT: Axonic Capital, Clayton DeGiacinto Own 5.4% Stake PRIVATE ANIMAL CARE: Case Summary & Seven Unsecured Creditors QUICK SERVE: Seeks Court Approval to Use Cash Collateral RELIABLE HEALTHCARE: Available Cash & Future Cash Flow to Fund Plan RELIABLE HEALTHCARE: Hires Leverage Supply as Business Consultant RETSEL CORP: Hires Brende & Meadors as Bankruptcy Counsel RFC HOMES: Seeks Approval to Hire Wade Kelly as Bankruptcy Counsel S&B RESTAURANTS: Unsecureds Will Get 8% of Claims over 60 Months SBF VENTURES: Voluntary Chapter 11 Case Summary SMARTHOME VENTURES: Hires Warson Capital as Investment Banker SMARTHOME VENTURES: Trustee Hires Sullivan Hazeltine as Counsel SMARTHOME VENTURES: Trustee Hires Traverse as Financial Advisor SOLUNA HOLDINGS: Releases August Business Update STAR AIRCONDITIONING: Seeks to Hire BransonLaw PLLC as Counsel STEWARD HEALTH: Exits Beaumont Facility Amid Bankruptcy Proceedings STOCKMAN LAWNSCAPE: Unsecureds Will Get 61% over 60 Months STUDIO PB: Seeks to Hire Carrie W. Grinnell as Accountant SUPERIOR REAL: Seeks to Hire Sader Law Firm as Legal Counsel SURVWEST LLC: Hires Wadsworth Garber Warner as Counsel TAKEOFF TECHNOLOGIES: Taps Eversheds Sutherland as Co-Counsel TERRABELLA STUDIOS: Hires Sloan Eisenbarth as Special Counsel TEXAS REIT: Updates Unsecureds & Several Secured Claims Pay THREE SISTERS: Unsecureds to Get $5K per Year over 3 Years TOTALLY COOL: Seeks to Hire Cole Schotz as Bankruptcy Counsel TRUCK & TRAILER: Seeks to Hire David Lloyd as Bankruptcy Counsel TUPPERWARE BRANDS LATIN AMERICA: Case Summary TUPPERWARE BRANDS: Faces NYSE Delisting Amid Bankruptcy TUPPERWARE BRANDS: Lenders Oppose Cash Use, Case at Standstill US FERTILITY: S&P Assigns 'B-' ICR on Expected Refinancing VIASAT INC: Registers New Shares Under 1996 and 2024 Equity Plans VIASAT INC: Upsizes Senior Note Offering to $1.975 Billion VIVAKOR INC: Closes $500K Stock Purchase Deal With E-Starts Money WC 6TH AND RIO: Completes Sale of Austin Property to KFLP WINSLOW, AZ: S&P Lowers 2016 Revenue Bond Rating to 'BB+' WOLF RIGS: Seeks Approval to Hire SBA CPA as Accountant WORKSPORT LTD: August Sales Surge to $1.21M, Exceeds 2023 Revenue XTI AEROSPACE: Forms Advisory Board, Names Michael Tapp as Chairman ZACHRY HOLDINGS: Cain & Skarnulis Represents Creditors ZANO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors [*] Financial Stress Continues in Construction and Retail Sectors [*] Ryan Kim Joins Gibson Dunn's New York Office as Partner [] Distressed Investing Conference: Early Bird Discount Extended [^] BOOK REVIEW: Lost Prophets ********* 207 E 15TH ST: Seeks to Sell Paterson Property for $300,000 ----------------------------------------------------------- 207 E 15TH ST, LLC will ask the U.S. Bankruptcy Court for the District of New Jersey at a hearing on Sept. 24 to approve the sale of its real property to TSF Properties, LLC. TSF offered $300,000 for the property located at 207 East 15th St., Paterson, N.J. The property is being sold "free and clear" of liens, claims, encumbrances and interests, according to court filings. 207 E 15TH ST expects to receive as much as $20,000 from the sale after payment of liens, including the lien of U.S. Bank National Association, but prior to payment of administrative costs. About 207 E 15TH ST 207 E 15TH ST, LLC is in the business of holding commercial real estate. The Debtor filed Chapter 11 petition (Bankr. D.N.J. Case No. 23-20978) on Nov. 27, 2023, with $100,001 to $500,000 in both assets and liabilities. Lenaure Foxworth, managing member, signed the petition. Avram D. White, at White and Co. Attorneys and Counsellors, is the Debtor's bankruptcy counsel. 265 CHERRY: Secured Party Sets Nov. 12 Online Auction ----------------------------------------------------- 265 South Street 2 LLC ("secured party") will offer for sale at public auction (i) all of 265 Cherry Street Holder LLC's ("pledgor") rights, title, and interests in and to the following: 265 Cherry Street Owner LLC ("pledged entity"), and (ii) certain related rights and property. Secured Party's understanding is that the principal asset of the pledged entity is the premises located at 265 Cherry Street, New York, New York ("property"). Mannion Auctions LLC, under the direction of Matthew D. Mannion or William Mannion, will conduct a public auction via online on Nov. 12, 2024, at 3:30 p.m., in satisfaction of and indebtedness in the approximate amount of $8,051,171.56, including principal, interest on principal and reasonable fees and costs, plus default interest through Nov. 12, 2024, subject to open charges and all additional costs, fees and disbursements permitted by law. The Secured Party reserves the right to credit bid. Online bidding will be made available via Zoom meeting: Meeting link: https://bit.ly/CherrySouth; Meeting ID: 869 3148 8221; Passcode 027183; Dial by your location: +1 646 931 3860 US. On tap mobile: +16469313860,,86931488221#,,,,*027183# US Interested parties who intend to bid on the collateral must contact David Schechtman at Meridian Capital Group, One Battery Park Plaza, 26th Floor, New York, New York 10004, (212) 468-6907, dschechtman@meridiancapital.com, to receive the terms and conditions of the sale and bidding instructions by Nov. 10, 2024, by 4:00 p.m. Upon execution of a standard confidentiality and non-disclosure agreement, which can be found at the following link https://www.265southUCC.com, additional documentation and information will be available. Attorneys for the Secured Party can be reached at: Jerod C. Feuerstein, Esq. Kriss & Feuerstein LLP 360 Lexington Avenue, Suite 1200 New York, New York 10017 Tel: (212) 661-2900 2U INC: Noteholder, Greenvale File Supplemental Rule 2019 Statement ------------------------------------------------------------------- In the Chapter 11 cases of 2U, Inc., and affiliates, the Ad Hoc Noteholder Group and Greenvale Capital LLP filed a supplemental verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Noteholder Group is composed of certain unaffiliated beneficial holders, and/or investment advisors or managers of beneficial holders of the 2.25% convertible senior notes issued by 2U, Inc., as borrower due May 1, 2025 under that certain Indenture, dated as of April 23, 2020 (the "2025 Notes") and 4.50% senior unsecured convertible notes due February 1, 2030, issued under that certain Indenture, dated as of January 11, 2023 (the "2030 Notes", together with the 2025 Notes, the "Notes"), each as amended, supplemented, or otherwise modified from time to time. On or around October 30, 2023, the Ad Hoc Noteholder Group engaged Weil, Gotshal & Manges LLP to represent it in connection with a potential restructuring of 2U, Inc. and its affiliated debtors. On or around April 12, 2024, Greenvale engaged Schulte Roth & Zabel LLP to represent it in connection with a potential restructuring of the Debtors. On or around April 12, 2024, the Debtors and their advisors began to negotiate with (a) Weil, on behalf of the Ad Hoc Noteholder Group, and (b) Schulte, on behalf of Greenvale, as holders of Notes, regarding a comprehensive restructuring transaction. On July 25, 2024, the Debtors filed voluntary "prepackaged" Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York. Weil represents only the Ad Hoc Noteholder Group and does not represent or purport to represent any entities other than the Ad Hoc Noteholder Group in connection with the Debtors' chapter 11 cases and Schulte represents only Greenvale and does not represent or purport to represent any entities other than Greenvale in connection with the Debtors' chapter 11 cases. In addition, each member of the Ad Hoc Noteholder Group is acting for its own interest, and does not purport to act, represent, or speak on behalf of any other entities, including other affiliated entities that may hold claims against the Debtors, in connection with the Debtors' chapter 11 cases. Similarly, Greenvale is acting for its own interest, and does not purport to act, represent, or speak on behalf of any other entities, including other affiliated entities that may hold claims against the Debtors, in connection with the Debtors' chapter 11 cases. Weil has been advised that the members of the Ad Hoc Noteholder Group either hold disclosable economic interests or act as investment advisor, sub-advisor, or manager to certain funds and/or accounts that hold disclosable economic interests in the Debtors' estates. Schulte has been advised that Greenvale either holds disclosable economic interests or acts as investment advisor, sub-advisor, or manager to certain funds and/or accounts that hold disclosable economic interests in the Debtors' estates. The names and addresses of each of the members of the Ad Hoc Noteholder Group and Greenvale together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtors as of September 5, 2024, are as follows: 1. Bayside Capital, LLC 1271 Avenue of Americas, 22nd Fl New York, NY 10020 * First Lien Loans ($15,182,396.19) * 2025 Notes ($68,581,000.00) 2. Blantyre Capital Limited 52 Jermyn Street London, SW1Y 6LX United Kingdom * First Lien Loans ($15,102,123.50) * 2025 Notes ($40,411,000.00) 3. Greenvale Capital LLP 1 Vere St London, W1G 0DF United Kingdom * 2025 Notes ($61,539,000.00) * 2030 Notes ($132,500,000.00) 4. Mudrick Capital Management, L.P. 527 Madison Avenue, 6th Fl New York, NY 10022 * First Lien Loans ($73,781,458.48) * 2025 Notes ($163,703,000.00) * 2030 Notes ($172,222,000.00) Counsel to the Ad Hoc Noteholder Group: WEIL, GOTSHAL & MANGES LLP Matt Barr, Esq. David Griffiths, Esq. F. Gavin Andrews, Esq. 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Email: Matt.Barr@weil.com David.Griffiths@weil.com F.Gavin.Andrews@weil.com Counsel to Greenvale Capital LLP: SCHULTE ROTH & ZABEL LLP Kristine Manoukian, Esq. Kelly Knight, Esq. Reuben E. Dizengoff, Esq. 919 Third Avenue New York, New York 10022 Telephone: (212) 756-2000 Email: Kristine.Manoukian@srz.com Kelly.Knight@srz.com Reuben.Dizengoff@srz.com About 2U Inc. Headquartered in Lanham, Maryland, 2U is an online education platform company. The Company's mission is to expand access to high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their educational offerings online at scale. 2U, Inc. reported a net loss of $317.61 million for the year ended Dec. 31, 2023, compared to a net loss of $322.15 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $1.43 billion in total assets, $1.26 billion in total liabilities, and $168.58 million in total stockholders' equity. McLean, Virginia-based KPMG LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 6, 2024, citing that the Company projects that it will not have sufficient cash on hand or available liquidity to meet the obligations of the Second Amended Credit Agreement. As a result, substantial doubt is raised about the Company's ability to continue as a going concern. 301CRAINCOMMONS LLC: Seeks to Hire William Johnson Jr. as Counsel ----------------------------------------------------------------- 301Craincommons, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ William Johnson, Jr., Esq., an attorney practicing in Greenbelt, Maryland, as its counsel. The firm will render these services: (a) advise and counsel concerning compliance with the requirements of Chapter 11; (b) prepare any necessary amendments to the Debtor's schedules, statement of financial affairs, and related documents as appropriate; (c) represent the Debtor in all contested matters; (d) represent as appropriate in any related matters in other court; (e) advise and counsel concerning the structure of a plan and any required amendments thereto; (f) advise concerning the feasibility of confirmation of a plan and representation in connection with the confirmation process; (g) liaison, consultation, and where appropriate, negotiation with creditors and other parties in interest; (h) review of relevant financial information; (i) review of claims with a view to determining which claims are allowable and in what amounts; (j) prosecute claims objections, as appropriate; (k) represent at the section 341 meeting of creditors and at any hearings or status conferences in court; and (l) provide such representations as may be necessary and appropriate to the case. Mr. Johnson will be paid at his hourly rate of $450, plus reimbursement for out-of-pocket expenses incurred. Mr. Johnson also requires an initial retainer fee of $7,500. The attorney disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: William C. Johnson, Jr., Esq. 6305 Ivy Lane, Suite 630 Greenbelt, MA 20770 Telephone: (301) 477-3450 Email: William@JohnsonLG.Law About 301Craincommons LLC 301Craincommons, LLC is the fee simple owner of an undeveloped land located at SE Robert Crain Hwy., Upper Marlboro, Maryland 20772 having an appraised value of $1.75 million. 301Craincommons sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-17244) on Aug. 29, 2024, with $1,750,000 in total assets and $276,252 in total liabilities. Garcia Omar Staley, Sr., managing member, signed the petition. William C. Johnson, Jr., Esq., represents the Debtor as legal counsel. 303 HIGHLINE: Seeks to Tap Pick & Zabicki as Bankruptcy Counsel --------------------------------------------------------------- 303 Highline Corp., doing business as Hudson Market, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Pick & Zabicki LLP as its counsel. The firm's services include: (a) advise the Debtor with respect to its rights and duties; (b) assist and advise the Debtor in preparation of its financial statements, schedules of assets ad liabilities, statement of financial affairs and other reports and documentation required pursuant to the bankruptcy code and the bankruptcy rules; (c) represent the Debtor at all hearings and other proceedings relating to its affairs as a Chapter 11 Debtor; (d) prosecute and defend litigated matters that may arise during this Chapter 11 case; (e) assist the Debtor in the formulation and negotiation of a plan of reorganization and all related transactions; (f) assist the Debtor in analyzing the claims of creditors and in negotiating with such creditors; (g) prepare any and all necessary legal papers in connection with the administration and prosecution of the Debtor's Chapter 11 case; and (h) perform such other legal services as may be required and/or deemed to be in the interest of the Debtor in accordance with its powers and duties. The firm's counsel will be paid at these hourly rates: Partners $435 - $515 Associates $250 Paraprofessionals $125 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $22,000 and $2,000 advance for expenses and filing fees. Douglas Pick, Esq., a member at Pick & Zabicki, 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: Douglas J. Pick, Esq. Pick & Zabicki LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Telephone: (212) 695-6000 Email: dpick@picklaw.net About 303 Highline 303 Highline Corp., doing business as Hudson Market, owns a grocery store in New York. 303 Highline sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11409) on August 15, 2024, with $207,164 in assets and $2,161,207 in liabilities. Hyeon Jin Kim, president, signed the petition. Douglas Pick, Esq., at Pick & Zabicki, LLP represents the Debtor as legal counsel. 360 GLOBAL: Hires Above and Beyond Tax Services as Accountant ------------------------------------------------------------- 360 Global Warehousing and Distribution LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Above and Beyond Tax Services as accountant. The firm will prepare an accurate company Balance Sheet, a requested current Profit & Loss Statement for the first 6 months of 2024, and a June MOR covering the period of June 27 through June 30, 2024. The firm will be paid at these rates: Accountants $400 per hour Staffs $200 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin McKinney, a partner at Above and Beyond Tax Services, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin McKinney Above and Beyond Tax Services 4501 Cerritos Ave., Suite 101 Cypress, CA 90630 Tel: (714) 947-0314 About 360 Global Warehousing and Distribution LLC 360 Global Warehousing and Distribution, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-15084) on June 27, 2024, with up to $100,000 in assets and up to $500,000 in liabilities. Judge Vincent P. Zurzolo presides over the case. John H. Bauer, Esq., at Financial Relief Legal Advocates Inc. represents the Debtor as legal counsel. 5599 HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 5599 Holdings LLC 5599 34th Street N Saint Petersburg, FL 33714 Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-05590 Judge: Hon. Roberta A Colton Debtor's Counsel: Edward J. Peterson, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 400 N Ashley Dr. #3100 Tampa, FL 33602 Tel: 813-225-2500 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rizah Mahmuti as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HCBYTGI/5599_Holdings_LLC__flmbke-24-05590__0001.0.pdf?mcid=tGE4TAMA ACJK INC: Court Narrows Claims in Suit vs SBFS & Rapid ------------------------------------------------------ In the case captioned as ACJK, Inc., Plaintiff, v. SMALL BUSINESS FINANCIAL SOLUTIONS, LLC, and RAPID FINANCIAL SERVICES, LLC, Defendants, Adv. No. 23-03026 (Bankr. S.D. Ill.), Judge Mary P. Gorman of the United States Bankruptcy Court for the Southern District of Illinois grants in part and denies in part the motion filed by the defendants to dismiss ACJK's second amended complaint. Counts II and IV will be dismissed as to Small Business Financial Solutions, LLC, and Counts II, III, IV, and V will be dismissed as to Rapid Financial Services, LLC. The dismissals will be without prejudice and with leave to replead. On November 15, 2023, the Debtor commenced this adversary proceeding against SBFS and Rapid based on a dispute over an alleged amendment to the Debtor's loan agreement with SBFS and a separate, ill-fated agreement with third-party Walgreens for the sale of the Debtor's business and assets. The Debtor contends the Defendants are responsible for the collapse of the Walgreens deal. The Defendants jointly answered the original complaint, together acknowledging the business relationship with the Debtor and admitting, among other things, that they had entered into an amended agreement that was binding and enforceable as to each of them and the Debtor. The Defendants, however, denied the substantive allegations about the terms of the amended agreement and denied that they were liable to the Debtor. They raised several affirmative defenses, including failure to state a claim upon which relief can be granted. The Debtor thereafter twice sought leave to amend the complaint to elaborate on the details of its agreement with Walgreens and to develop its claim of damages, culminating in the Second Amended Complaint that the Defendants now seek to dismiss. The Second Amended Complaint alleges that, in May 2022, the Debtor entered into a loan agreement under which SBFS extended $100,000 to the Debtor in exchange for a security interest in the Debtor's inventory and other collateral, as well as the Debtor's agreement to make regular installment payments to SBFS until the loan was repaid. SBFS filed a UCC-1 financing statement to perfect its lien on the collateral. In December 2022, the Debtor entered into a purchase and sale agreement with Walgreens for the Debtor's customer base and inventory in exchange for $1,272,800, the majority of which would be paid at closing and the remainder within one year of the sale if certain contingencies occurred. Closing of the sale was itself contingent on the release of any liens on the Debtor's assets that were subject to the sale agreement. Because SBFS had a perfected lien on assets subject to sale, the Debtor sought to renegotiate the loan agreement and obtain a release of the related lien. The Debtor alleges Rapid is an affiliate and representative of SBFS, authorized to act on its behalf, and that, on January 17, 2023, the Debtor, SBFS, and Rapid entered into an agreement to restructure the Debtor's repayment of the existing loan debt to SBFS. According to the Debtor, SBFS and Rapid agreed to release the UCC lien on the Debtor's property upon receipt of the first of four monthly installment payments of $15,754.78. According to the Debtor, SBFS and Rapid were aware of the Walgreens deal and the circumstances under which the Debtor sought a release of SBFS's lien. Nevertheless, when the Debtor made the first $15,574.78 payment to SBFS under the amended agreement, the Defendants apparently refused to release the UCC lien in breach of their agreement. As a result of the Defendants' refusal to release the lien, the Debtor alleges that Walgreens deal fell apart. Without the sale proceeds to pay off its creditors, the Debtor filed its bankruptcy two weeks later. The Second Amended Complaint consists of five counts against both Defendants: -- breach of contract (Count I), -- promissory estoppel (Count II), -- preferential transfer under Sec. 547 (Count III), -- constructively fraudulent transfer under Sec. 548 (Count IV), and -- equitable subordination under sec. 510 (Count V). Specifically, Count I alleges that the Debtor and Defendants entered into a binding, enforceable agreement to release the UCC lien in exchange for payment of the first of four installments of $15,754.78, that the Defendants breached the agreement by failing and refusing to release the lien after the Debtor satisfied its payment obligation and despite knowing that the Walgreens deal depended on the lien release, and that the Walgreens deal in fact fell apart as a result. The Debtor alleges that it had an expectancy interest in sale proceeds from Walgreens that it did not receive as a direct and proximate result of the Defendants' breach, and that, after deducting amounts realized from the sale of property in bankruptcy, it was damaged in an amount not less than $1,190,300 for which the Defendants are liable. Count II alleges that the Defendants are liable under the same circumstances and for the same amounts under a promissory estoppel theory based on their promise to release the UCC lien in exchange for $15,574.78, the Debtor's detrimental reliance on that promise in making the payment which was reasonable and foreseeable, and the collapse of the Walgreens deal caused by the Defendants' failure to keep their promise. Count III alleges that all payments made by the Debtor to the Defendants under the original and amended agreements within the 90 days preceding bankruptcy -- namely the $15,574.78 made under the amended agreement, as well as 11 weekly payments of $1662.34 under the original agreement -- are avoidable preferential transfers under §547. Count III seeks to hold the Defendants liable for damages in an amount not less than $34,040.52. Count IV similarly alleges that the $15,574.78 prepetition payment under the amended agreement is avoidable as a constructively fraudulent transfer under Sec. 548 and seeks damages from both Defendants in at least that amount. Count V alleges that the Defendants' conduct in knowingly breaching their agreement with the Debtor was inequitable such that it warrants subordination of their claims or interests to the claims and interests of all other creditors or holders of such interests. In response, the Defendants filed their Motion to Dismiss the Second Amended Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6), applicable in the Debtor's case through Bankruptcy Rule 7012(b), for failure to state a claim upon which relief can be granted. The Motion to Dismiss asserts that all counts should be dismissed as to Rapid because the allegations of the Second Amended Complaint only support a finding that Rapid is an agent of SBFS; Rapid was not a party to the original contract between the Debtor and SBFS, Rapid did not file and therefore had no authority to release the UCC lien, Rapid was not the recipient of the transfers at issue, and Rapid did not file a proof of claim in the Debtor's bankruptcy case. The Court points out the Motion to Dismiss largely focuses on disputes about contract interpretation without admitting or denying the existence of a controlling agreement. SBFS did previously acknowledge the existence of a binding, enforceable contract in answering the original complaint, but that admission is not binding. SBFS could still deny the existence of an enforceable contract between itself and the Debtor in answering the Second Amended Complaint or a third amended complaint if filed, in which case the Debtor might seek to renew its claim for promissory estoppel. But the mere possibility of SBFS denying the existence of the express agreement that it has thus far acknowledged is not enough to avoid dismissal of the promissory estoppel claim, the Court states. Count II will therefore be dismissed without prejudice as to SBFS. Count II fails to actually suggest that, in the absence of an agreement between the parties, the Debtor has a right to relief under a theory of promissory estoppel, the Court finds. As such, Count II will also be dismissed without prejudice as to Rapid. The Debtor was indebted to SBFS through the original loan agreement, and SBFS filed a proof of claim for that debt. The Court says the only reasonable inference to be drawn is that the payments in question were made to SBFS, on account of an antecedent debt owed to SBFS, and for the benefit of SBFS. Count III will therefore be dismissed as to Rapid. If facts exist from which a reasonable inference could be drawn to find a plausible claim notwithstanding the dollar-for-dollar exchange in value, such facts have not been alleged in sufficient detail in the Second Amended Complaint. Instead, the bare-bones allegations of Count IV seemingly conclude that allegations for breach of contract also suffice for the fraudulent transfer claim. According to the Court, without more, the Debtor's constructively fraudulent transfer claim cannot survive. Count IV will therefore be dismissed without prejudice as to SBFS. The Debtor has not plausibly alleged that Rapid received payment from the Debtor, the Court notes. Rather, the only reasonable inference that can be drawn from the allegations of the Second Amended Complaint is that SBFS was the recipient of the transfer for purposes of liability under Sec. 550. But even assuming that Rapid was the recipient of the transfer at issue, the fact remains that the Debtor received a dollar-for-dollar reduction of its outstanding debt in exchange. For these reasons, Count IV will also be dismissed without prejudice as to Rapid. A copy of the Court's decision dated September 4, 2024, is available at https://urlcurt.com/u?l=afQLsZ About ACJK Inc. ACJK Inc. d/b/a Medicap Pharmacy -- https://granitecity.medicap.com/ -- is a local pharmacy that offers services such as immunizations, medication therapy management, multi-dose packaging, medication synchronization, important health screenings, and expert care. ACJK Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30045) on January 30, 2023. In the petition filed by Mark Allen, manager, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Laura K. Grandy. The Debtor tapped Michael J Benson, Esq., at A Bankruptcy Law Firm, LLC as bankruptcy counsel and Mark Cuker, Esq., at Jacobs Law Group, PC as litigation counsel. ADM TRONICS: Marc Margolin Holds 5.4% Equity Stake -------------------------------------------------- Marc Leslie Margolin disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of August 6, 2024, he beneficially owned 3,624,868 shares of ADM Tronics Unlimited, Inc.'s common stock, representing 5.4% of the shares outstanding. A full-text copy of Margolin's SEC Report is available at: https://tinyurl.com/mwcpkv6n About ADM Tronics Unlimited Northvale, N.J.-based ADM Tronics Unlimited, Inc. is a technology-based developer and manufacturer of diversified lines of products. The Company derives revenue from the production and sale of electronics for medical devices and other applications; environmentally safe chemical products for industrial, medical, and cosmetic uses; and research, development, regulatory, and engineering services. The Company is a corporation that was organized under the laws of the State of Delaware on November 24, 1969. Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated July 15, 2024, citing that the Company has experienced losses from operations and negative cash flows from operating activities, which raise substantial doubt about its ability to continue as a going concern. ADM Tronics reported net losses of $877,222 and $96,322 for the fiscal years ended March 31, 2024 and 2023, respectively. As of June 30, 2024, ADM Tronics had $2,507,522 in total assets, $1,487,181 in total liabilities, and $1,020,341 in total stockholders' equity. AFB RESTAURANTS: Hires Downing Law Offices P.C. as Counsel ---------------------------------------------------------- AFB Restaurants, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Downing Law Offices, P.C. as counsel. The firm's services include: a. preparing and filing, in the United States Bankruptcy Court for the Northern District of California, the petition and schedules and any amendments to the required schedules and statement of financial affairs; b. appearing at the initial debtor interview and any meeting of creditors; c. consulting with Debtor regarding the progress of his case, handling inquiries from the U.S. Trustee, the Subchapter V Trustee, and any creditors, and amending schedules as necessary; d. prosecuting and Defending any adversary proceedings; e. initiating or defending any motion (e.g., motion for relief from stay, turnover of property, avoidance of liens, approval of sale of financing); f. representing the Debtor in connection with any examination conducted pursuant to Federal Rule of Bankruptcy 2004; g. preparing a Subchapter V Plan; h. advising Debtor and preparing in documents in connection with the contemplated operation of Debtor’s business; and i. advising Debtor in connection with the disposal of any assets of the estate. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Gregory Downing, Esq., a partner at Downing Law Offices, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John Gregory Downing, Esq. Downing Law Offices, P.C. 2021 The Alameda, Suite 200 San Jose, CA 95126 Tel: (408) 564-7020 Email: john@downinglaw.com About AFB Restaurants, Inc. AFB Restaurants Inc., doing busineass as Manakash Oven & Grill, is a celebrated Walnut Creek restaurant. AFB Restaurants Inc. sought relief under Subchapter V Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-41235) on August 16, 2024. In the petition filed by Ferass Nabil Abughan, as CEO, the Debtor reported total assets of $32,470 and total liabilities of $1,103,058. The Debtor is represented by John G. Downing, Esq. of DOWNING LAW OFFICES, P.C. AKRONYM BREWING: Gets OK to Tap Steel & Company Law Firm as Counsel ------------------------------------------------------------------- Akronym Brewing, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Steel & Company Law Firm as its counsel. The firm's services include: (a) file and monitor the Debtor's Chapter 11 case; (b) advise the Debtor of its obligations and duties; (c) execute the Debtor's decisions by filing with the court motions, objections, and other relevant documents; (d) appear before the court on all matters in this case relevant to the interests of the Debtor; (e) assist the Debtor in the administration of the Chapter 11 case; and (f) take such other actions as are necessary to protect the rights of the Debtor's estate. The hourly rates of the firm's professionals are as follows: Attorney – Principal $375 Attorney – Associate $150 Paralegals/Law Clerks $50 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm also received a retainer of $6,350 from the Debtor's principal. Michael Steel, Esq., an attorney at Steel and Company, 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: Michael A. Steel, Esq. Steel & Company Law Firm 2950 West Market Street, Suite G Fairlawn, OH 44333 Telephone: (303) 223-5050 Email: msteel@steelcolaw.com About Akronym Brewing Akronym Brewing, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-51134) on July 30, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Alan M. Koschik presides over the case. Michael A. Steel, Esq., at Steel & Company Law Firm represents the Debtor as bankruptcy counsel. AKRONYM PUBLIC: Seeks to Hire Steel & Company Law Firm as Counsel ----------------------------------------------------------------- Akronym Public House and Pilot Brewing, LLC seeks approval from the U.S. Bankruptcy Court for Northern District of Ohio to employ Steel & Company Law Firm as its counsel. The firm's services include: (a) file and monitor the Debtor's Chapter 11 case; (b) advise the Debtor of its obligations and duties; (c) execute the Debtor's decisions by filing with the court motions, objections, and other relevant documents; (d) appear before the court on all matters in this case relevant to the interests of the Debtor; (e) assist the Debtor in the administration of the Chapter 11 case; and (f) take such other actions as are necessary to protect the rights of the Debtor's estate. The hourly rates of the firm's professionals are as follows: Attorney – Principal $375 Attorney – Associate $150 Paralegals/Law Clerks $50 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm also received a retainer of $6,350 from the Debtor's principal. Michael Steel, Esq., an attorney at Steel and Company, 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: Michael A. Steel, Esq. Steel & Company Law Firm 2950 West Market Street, Suite G Fairlawn, OH 44333 Telephone: (303) 223-5050 Email: msteel@steelcolaw.com About Akronym Public House and Pilot Brewing Akronym Public House and Pilot Brewing, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-51135) on July 30, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Alan M. Koschik presides over the case. Michael A. Steel, Esq., at Steel & Company Law Firm represents the Debtor as bankruptcy counsel. ALASKA AIR: S&P Affirms 'BB' ICR on Hawaiian Merger, Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings affirmed its issuer credit rating on Alaska Air Group Inc. at 'BB', while maintaining the negative outlook. Alaska Air has completed its acquisition of Hawaiian Holdings Inc. The transaction equity value of $1 billion was financed with cash on balance sheet, with Alaska assuming about $2.5 billion of debt outstanding from Hawaiian. S&P said, "We believe the acquisition of Hawaiian will benefit Alaska's competitive position and scale, but not to the extent that offsets Hawaiian's expected near-term weaker financial results and the increase in debt from the transaction. We project limited earnings and operating cash flow contributions from Hawaiian over the next 12 to 18 months, with pro forma combined company funds from operations (FFO) to debt about 20% in 2024, versus 43% in 2023 from stand-alone Alaska. We expect FFO to debt to recover to above 30% sometime in early to mid-2026, but believe Alaska's ability to deleverage is heavily dependent on material improvement in Hawaiian's operating performance. "The negative outlook reflects our view that Alaska's metrics will weaken considerably following its acquisition of Hawaiian, leading to FFO to debt below 30% through 2025. We expect Hawaiian's performance to be impacted by weak international travel demand due to a persistently strong US dollar, competition in domestic US routes pressuring unit pricing, and near-term margin impact to ramp up the air cargo business with Amazon. "At the same time, we raised the ratings on Alaska's class B EETCs by two notches to 'A' from 'BBB+', reflecting an improvement in its loan to value (LTV). "Our affirmation of the rating with a negative outlook reflects our view that Alaska's metrics over at least the next 12 months will be pressured by Hawaiian's considerably weaker credit profile, coupled with our expectation for a softer operating environment. We now expect FFO to debt of about 20% in 2024 and about 28% in 2025, pro forma for the combined company, significantly lower than 42.8% in 2023 (for stand-alone Alaska). While the current forecast for 2024 places Alaska within our existing downside scenario of FFO to debt below 30%, our forward looking view beyond 2024 indicates metrics that are more in line with Alaska's current rating. While full year 2024 proforma metrics will be significantly pressured by Hawaiian's weak performance, we also view Alaska's metrics as unrepresentative of its historical strength and of our expectation for future performance. The flight incident in the first quarter and subsequent four-week grounding of a third of its fleet had about $230 million impact to its EBITDA, and while Alaska has received compensation in the form of cash and credit from Boeing, we estimate about a 200bps full year margin impact. Furthermore, while capacity and operations have fully recovered from the incident, our projection for the second half of this year has moderately weakened due to Boeing aircraft delays leading to lower capacity growth than planned, pressuring unit costs. Should subsequent quarterly results over the initial six months post close indicate there will be delays in the realization of synergies, or expectations of weaker performance relative to our base case scenario lead us to believe that its FFO to debt will not recover above 30% in the timeframe originally anticipated, we could look to lower the rating." Hawaiian has reported negative FFO to debt since 2022 and negative S&P Global Ratings-adjusted EBITDA for the past three quarters (on a rolling 12-month basis). A slower-than-expected ramp up of its international operations due to a weak yen, increased competition on the inter-island routes from Southwest, engine-related issues affecting its aircraft capacity, and the lasting impacts from the Maui wildfires have all hindered its ability to return to profitability. While we expect Hawaiian to represent only about 20% of the combined company's capacity and revenue base, its operational challenges and considerable cash flow deficit will have a significant impact on Alaska's performance over the near term. Smaller carriers, including Alaska and Hawaiian, continue to be pressured by overcapacity in certain domestic markets, but an announced decrease in capacity-expansion plans by network carriers should help alleviate pressures on unit revenues going into 2025. S&P said, "We view Alaska as having a good track record of managing its cost structure and navigating industry dynamics. FFO to debt for stand-alone Alaska has remained well above 30% since 2021, reaching 51% in the 12-months ended June 30, 2024, despite significant impacts to profitability in the first half of 2024 from the flight incident. S&P Global Ratings EBITDA margins for standalone Alaska were 12% in the 12-months ended June 30, 2024, down from 13.4% in 2023. While S&P Global Ratings EBITDA margins for Alaska were also pressured by significant fleet-transition costs in 2022 and 2023 (which have rolled off in early 2024), we believe Alaska has positioned itself well to maintain stable profitability, particularly compared to its low-cost peers. In contrast, Hawaiian generated negative EBITDA of $120 million in the 12-months ended June 30, 2024. On a combined basis, we project pro forma EBITDA margins of about 10% in 2024, mostly as the result of Hawaiian's weak performance and partially due to Alaska's flight incident, before improving to about mid-teens percentage area in 2025. We project negative free cash flow of about $450 million in 2024, primarily due to Hawaiian's substantial cash flow deficit, partially offset by lower projected capital expenditures (capex) by Alaska due to aircraft delivery delays. As the operating environment improves through 2025, we expect the combined company to move toward positive free cash flow generation." Alaska plans to increase its mix of premium and first class seats to 28% of its fleet by 2026, in line with recent demand trends toward higher-margin, premium products. It also benefits from the return of corporate travel, with a good market position in the tech-heavy Bay Area on the West Coast. S&P expects management to focus on integration of Hawaiian and deleveraging over the next few years, particularly as demand normalizes over the next 12 months amid structurally higher labor costs across the domestic U.S. industry. S&P said, "We view the merger as moderately beneficial to Alaska's competitive position, adding modest scale while bolstering its market share on the West Coast. Hawaiian adds geographic and network diversification to Alaska's business, given its international operations and strong presence in the Hawaii market, which historically had been a major leisure hub. We note the two carriers have little network overlap, and Hawaiian will add about 70 aircraft to the fleet. The combined company will serve the most nonstop routes departing from the West Coast, as well as from Hawaii. Despite its small scale, we believe there is value in Hawaiian's brand, and management's plan to combine the two airlines' loyalty programs will likely provide some upside to customer acquisition and retention. Nevertheless, contribution from Hawaiian hinges on a substantial improvement in its performance, of which we view the timing as uncertain. We incorporate both cost and revenue synergies in our forecast, the latter of which to be realized over a longer period of time, leading to integration costs that could be a headwind over the medium-term. We consider integration as a moderate risk, though less significant than Alaska's acquisition of Virgin America back in 2016. We note that despite the added scale, the combined company remains significantly smaller than Southwest and the network carriers. "The negative outlook reflects our view that Alaska's credit metrics will be weaker in the near term following its acquisition of Hawaiian, with FFO to debt remaining below 30% through 2025. We believe the acquisition will modestly benefit Alaska's competitive position in the longer term, but not to the extent that it offsets immediate pressure on the credit measures of the combined company. Our forecast of an improving credit profile is largely hinged on a steady improvement in Hawaiian's operating performance and cash flow generation." S&P could lower the rating on Alaska over the next year if it expects its FFO to debt to remain below 30% beyond our current forecast. This could happen if: -- Combined company metrics are hindered by limited improvement in Hawaiian's operating performance; or -- Synergies are not achieved according to plan or if the company incurs higher-than-expected integration costs. S&P could revise its outlook to stable if it expects Alaska's FFO to debt to remain above 30% on a sustained basis. This could happen if the combined company's operating performance improves such that it offsets the higher debt associated with the transaction. ALPINE HOSPITALITY: Gets Approval to Hire Ryu Inc. as Accountant ---------------------------------------------------------------- Alpine Hospitality, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Ryu, Inc. to provide professional accounting and advisory services. The firm will charge a flat rate of $1,000 per month for its services. The firm also requested a retainer of $1,000. Ryu, Inc. represents no interest adverse to the Debtor or to the estate on the matters upon which it is to be engaged. The firm can be reached at: Ryu Inc. 10200 E. Girard Ave., Ste. 221 Denver, CO 80231 About Alpine Hospitality Alpine Hospitality, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 24-14064) on July 19, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Wanda Bertoia as president. Judge Joseph G. Rosania Jr. presides over the case. The Debtor tapped Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, PC as counsel and Ryu Inc. as accountant. ANTHONY'S 31: Hires EXP Commercial as Real Estate Broker -------------------------------------------------------- Anthony's 31 Courtyard, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ EXP Commercial of California, Inc. as real estate broker. The firm will market and sell the Debtor's real property known as 8330 Case Street, San Diego, CA 91942. The firm will be paid a commission of 4 percent of the sales price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Louis Chavez EXP24 Commercial of California, Inc. 2603 Camino Ramon #200 San Ramon, CA 91316 Phone: (323) 422-1910 Email: info@lccinvestgroup.com About Anthony's 31 Courtyard Anthony's 31 Courtyard, LLC, a company in La Mesa, Calif., filed Chapter 11 petition (Bankr. S.D. Calif. Case No. 23-02292) on Aug. 2, 2023, with $1 million to $10 million in both assets and liabilities. Judge Margaret M. Mann oversees the case. Gustavo E. Bravo, Esq. at BRAVO LAW APC represents the Debtor as counsel. APHEX HOLDINGS: Case Summary & One Unsecured Creditor ----------------------------------------------------- Debtor: Aphex Holdings, Inc. 3580 SW 30th Avenue Fort Lauderdale, FL 33312 Business Description: Aphex Holdings is the fee simple owner of the real property located at 2960 SW 23 Terrace #107 & #108, Dania Beach FL 33312 valued at $850,000 and another real property located at 3580 & 3590 SW 30 Avenue, Hollywood, FL 33312 valued at $3 million. Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-19588 Judge: Hon. Peter D Russin Debtor's Counsel: Craig I. Kelley, Esq. KELLEY KAPLAN & ELLER, PLLC 1665 Palm Beach Lakes Blvd The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: craig@kelleylawoffice.com Total Assets: $3,850,173 Total Liabilities: $5,360,000 The petition was signed by Bryan Hacht as owner. The Debtor listed Nichols, Alex and Sarah located at 2308 Sunrise Key Blvd, Fort Lauderdale, FL 33304 as its sole unsecured creditor holding a claim of $1.6 million. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NLATZSI/Aphex_Holdings_Inc__flsbke-24-19588__0001.0.pdf?mcid=tGE4TAMA APPTECH PAYMENTS: Closes $1.1MM Placement, Issues 521K Shares ------------------------------------------------------------- As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission, on July 11, 2024, AppTech Payments Corp. closed a private placement offering of $1,100,000 in principal amount of the Company's 6% convertible debenture and a warrant to purchase up to 750,000 shares of the Company's common stock to a certain investor. The Warrant expires five years from its date of issuance and is exercisable at any time, at the option of the holder, at an exercise price equal to $1.16, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Warrant is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise entitle any person the right to acquire, shares of common stock, at an effective price per share that is lower than the then Exercise Price. In the event of any such anti-dilutive event, the Exercise Price shall be reduced at the option of the holder to such lower effective price of the dilutive event. The Warrant Shares were registered under the Securities Act of 1933 pursuant to the registration statement on Form S-1 (File No. 333-281409), which was declared effective by the SEC on August 22, 2024. In connection with a certain inducement transaction between the Company and a third party, as previously disclosed on a Form 8-K filed with the SEC on August 29, 2024, the Exercise Price of the Warrant was reduced to $0.70 per share. Effective as of August 29, 2024, the Warrant was exercised cashless pursuant to the terms of the Warrant, resulting in the issuance of 521,739 freely tradeable shares of the Company's common stock. About AppTech Payments Corp. Headquartered in Carlsbad, California, AppTech Payments Corp. -- www.apptechcorp.com -- provides digital financial services for financial institutions, corporations, small and midsized enterprises ("SMEs"), and consumers through the Company's scalable cloud-based platform architecture and infrastructure, coupled with its Specialty Payments development and delivery model. AppTech maintains exclusive licensing and partnership agreements in addition to a full suite of patented technology capabilities. San Diego, California-based DBBMcKennon, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has limited revenues and has suffered recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, Apptech reported a net loss of $18.5 million, compared to a net loss of $16.3 million for the year ended December 31, 2022. As of June 30, 2024, AppTech had $6.5 million in total assets, $4.7 million in total liabilities, and $1.7 million in total stockholders' equity. ARAMID ENTERTAINMENT: Co-Founder's Suit vs Reed Smith Tossed ------------------------------------------------------------ Judge David S. Jones of the United States Bankruptcy Court for the Southern District of New York granted the motions filed by defendants to dismiss the first amended complaint in their entirety with prejudice, in the case captioned as DAVID MOLNER, Plaintiff, - against - REED SMITH, LLP, JAMES C. MCCARROLL, GEOFFREY VARGA, JAMES L. SANDERS, FRANCISCA MOK, KURT GWYNNE, JORDAN W. SIEV, DAVID BREE, ROGER HANSON, DONALD M. SEYMOUR, JESS SHAKESPEARE, KINETIC PARTNERS, DUFF & PHELPS, LLC & DMS GOVERNANCE, LTD., Defendants, Adv. Proc. No. 20-01313 (DSJ) (Bankr. S.D.N.Y.). Plaintiff's request for leave to amend the FAC is denied. Molner was a co-founder and the controlling shareholder of Aramid Entertainment Fund, Ltd., which was formed in 2006 to provide loans and occasionally equity investments to a variety of counterparties in the motion picture industry. AEF was a Cayman Islands exempt company. Judge Jones' memorandum opinion and order decides four separate motions to dismiss Molner's First Amended Complaint, which asserts 14 defendant attorneys, directors, and liquidators orchestrated an elaborate scheme to oust him from control of the investment fund he co-founded and to assume control of the fund's liquidation, just as he was preparing to liquidate the fund in a manner he preferred. Molner alleges damages of not less than $300 million. Molner asserts nine varieties of causes of action: (1) fraud; (2) fraudulent concealment; (3) constructive fraud; (4) breach of confidence; (5) unjust enrichment; (6) aiding and abetting fraud; (7) breach of fiduciary duty; (8) aiding and abetting breach of fiduciary duty; and (9) breach of contract. Defendants Reed Smith, LLP, James C. McCarroll, James D. Sanders, Francisca Mok, Kurt Gwynne and Jordan W. Siev filed motions to dismiss the claims asserted against them pursuant to Fed. R. Civ. P. 12(b)(6), made applicable to this proceeding by Fed. R. Bankr. P. 7012(b). Other defendants -- David Bree, Roger Hanson, Donald M. Seymour, and Waystone Governance Ltd. f/k/a DMS Governance Ltd. -- each filed a motion to dismiss the claims against them under Fed. R. Civ. P. 12(b)(2), (4), (5) and (6). In addition to raising service, time bar, and personal jurisdiction arguments, the DMS Defendants join the Reed Smith Defendants' motion to dismiss and adopt the arguments made therein. Defendants Geoffrey Varga, Jess Shakespeare, Kinetic Partners, Ltd., and Duff & Phelps, LLC join the Reed Smith Defendants' motion to dismiss the FAC and adopt and incorporate by reference briefs and other papers submitted by the Reed Smith Defendants in support of their motion. Molner filed lengthy oppositions to which defendants have replied. Subsequent to the Motions and in support of his opposition, Molner submitted an Affidavit, intended to amend and supplement the facts alleged in the FAC and in response to the Motions to Dismiss. The Court heard oral argument on December 14, 2023, and took the matter under advisement. Molner alleges that the Defendants knowingly participated in the breaches of fiduciary duty by the Reed Smith Defendants and the DMS Defendants by "concealing their knowledge that Reed Smith was actively working to ultimately defeat the Molner Plan, transfer jurisdictions, terminate ARP's contract with the Fund and ultimately oust Molner." Molner further alleges that all the Defendants participated in Reed Smith's breach of fiduciary duties by helping "scuttle the Molner Plan and put Varga and McCarroll in charge of the liquidation of AEF." The Defendants argue that because all of Molner's principal fraud claims fail, the absence of a primary violation compels dismissal of a claim for aiding and abetting fraud. The Court agrees, despite Molner's argument that the Defendants either affirmatively aided and abetted in "duping Plaintiff" or should have intervened. The Court grants the Motions to Dismiss. The Court explains Molner's claims are preempted by federal bankruptcy law because all of his allegations could and should have been raised under the Bankruptcy Code during the long-running bankruptcy case, in the course of which the Court made repeated findings that the bankruptcy case was brought in good faith, that many of the Defendants were conflict-free and eligible to be retained by the estate and compensated for their efforts, and that the confirmed plan of liquidation was a good-faith proposal that was in the best interest of creditors and the estate. In addition, Molner fails to sufficiently allege at least one element of each of his causes of action, notably including the scienter element that is required to state a fraud claim. Further, because the Court has afforded Molner extensive opportunities to amend his complaint and because the Court has considered his supplemental submissions which function as an unauthorized attempt to further amend his complaint in light of defendants' arguments for dismissal, the complaint's dismissal is with prejudice and without leave to further amend the complaint. A copy of the Court's decision dated September 4, 2024, is available at https://urlcurt.com/u?l=4e8tAM About Aramid Entertainment Aramid Entertainment Fund Limited engaged in the businesses of providing short and medium term liquidity to producers and distributors of film, television and other media and entertainment content by way of loans and equity investments. On May 7, 2014, Geoffrey Varga and Jess Shakespeare of Kinetic Partners (Cayman) Limited were appointed under Cayman law as the joint voluntary liquidators ("JVLs") of AEF and two affiliates. On June 13, 2014, the JVLs authorized AEF and two affiliates to file for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11802) in Manhattan on June 13, 2014. AEF estimated at least $100 million in assets and between $10 million to $50 million in liabilities. The Debtors retained (i) Reed Smith LLP as bankruptcy counsel; (ii) Geoffrey Varga and Jess Shakespeare as Crisis Managers; (iii) Irell & Manella LLP as special litigation counsel; (iv) Maples and Calder as special Cayman law counsel; and (v) PKF O'Connor Davies LLP as financial advisors. The Debtors retained Houlihan Capital Advisors LLC to provide valuation services. In February 2016, the bankruptcy court confirmed the Debtors' amended plan of liquidation. ASHFORD HOSPITALITY: Ashford TRS Puts Cap on Group Services Fee --------------------------------------------------------------- Ashford Hospitality Trust, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 11, 2024, Ashford TRS Corporation, a wholly-owned subsidiary of Ashford Hospitality Trust, entered into the First Amendment to Second Consolidated, Amended and Restated Hotel Master Management Agreement with Remington Lodging & Hospitality, LLC. Pursuant to the Amendment, the amount of Group Services charged per room per month at each hotel is capped at $38.32 (subject to annual increases beginning in 2026 equal to the greater of 3% or the percentage change in the Consumer Price Index over the preceding annual period). Any unpaid balance will be paid by Ashford TRS, and the Cap will be disregarded when calculating the Incentive Fee for 2024. The Cap will not apply to hotels for whom the New Lessee is not a direct or indirect wholly-owned subsidiary of Ashford TRS. About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. Ashford Hospitality Trust reported a net loss of $180.73 million for the year ended Dec. 31, 2023, compared to a net loss of $141.06 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $3.46 billion in total assets, $3.69 billion in total liabilities, $22.01 million in redeemable noncontrolling interests in operating partnership, $79.98 million in Series J Redeemable Preferred Stock, $0.01 par value (3,475,318 shares issued and outstanding at December 31, 2023), $4.78 million in Series K Redeemable Preferred Stock, $0.01 par value (194,193 shares issued and outstanding at December 31, 2023), and $331.04 million in total deficit. * * * Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans had been transferred to a court-appointed receiver. On March 6, 2024, the Company sold the Residence Inn Salt Lake City in Salt Lake City, Utah, for $19.2 million in cash. As reported by the TCR on April 22, the Company closed on the sale of the 390-room Hilton Boston Back Bay in Boston, Massachusetts, for $171 million. On April 29, it closed on the sale of the 85-room Hampton Inn in Lawrenceville, Georgia, for $8.1 million. On May 27, Ashford closed a $267 million refinancing of the mortgage loan for the 673-room Renaissance Hotel in Nashville, Tennessee, which had a final maturity date of March 2026. On June 14, the Company closed on the sale of the 90-room Courtyard located in Manchester, Connecticut, for $8 million. BARRY STREET: Case Summary & Three Unsecured Creditors ------------------------------------------------------ Debtor: Barry Street Holdings LLC 1930 Avenue M, Suite One Brooklyn, NY 11230 Business Description: The Debtor owns a two-story industrial warehouse property located at 830 Barry Street in the Bronx containing approximately 29,000 square feet. Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43868 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Kevin Nash, Esq. GOLDBERG WEPRIN FINKEL GOLSTEIN LLP 125 Park Ave New York, NY 10017-5690 E-mail: knash@gwfglaw.com Total Assets: $7,219,912 Total Liabilities: $4,773,423 The petition was signed by David Goldwasser as VP of restructuring. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XHPI6WY/Barry_Street_Holdings_LLC__nyebke-24-43868__0001.0.pdf?mcid=tGE4TAMA BIG LOTS: Davis Polk Advises on Chapter 11 Restructuring -------------------------------------------------------- Davis Polk is advising Big Lots, Inc. and its affiliates in connection with their restructuring under chapter 11 of the United States Bankruptcy Code. Big Lots intends to use the restructuring process to support its ongoing business operations and address its real estate lease portfolio while it works towards an orderly and efficient sale of the business. On September 9, 2024, Big Lots filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware. At a hearing on September 10, 2024, Judge J. Kate Stickles approved Big Lots' debtor-in-possession financing on an interim basis, which authorized Big Lots to access and use financing commitments provided by its existing lenders under (i) a $550 million debtor-in-possession asset-based revolving credit facility and (ii) a $157.5 million debtor-in-possession term loan credit facility, up to $100 million of which term loan commitments are immediately available on an interim basis. In addition, the Court granted Big Lots all of its requested relief in its first-day motions, including the authority to pay a significant amount of prepetition critical vendor obligations, pay employee wages and benefits in the ordinary course, continue store closing sales, and establish procedures for the sale of leases. Prior to filing for chapter 11, on September 8, 2024, Big Lots entered into an asset purchase agreement for the sale or all or substantially all of its assets and business operations with affiliates of Nexus Capital Management LP, which has agreed to act as the stalking horse bidder through a Court-supervised marketing process. Big Lots intends to continue this marketing process through chapter 11 and seek the highest or otherwise best bid in a going-concern sale. Big Lots is a one-stop shop home discount retailer. Big Lots' mission is to help customers "Live Big and Save Lots" by offering bargains on everything for their homes, including furniture, décor, pantry essentials, kitchenware, groceries, and pet supplies. Headquartered in Columbus, Ohio, Big Lots operates more than 1,300 stores across 48 states in the United States, as well as an ecommerce store with expanded fulfillment and delivery capabilities. The Davis Polk restructuring team includes partners Brian M. Resnick and Adam L. Shpeen, counsel Stephen D. Piraino and Jonah A. Peppiatt and associates Ethan Stern, Vincent Cahill, Kevin L. Winiarski and Jacob Goldberger. The finance team includes partner Nick Caro and counsel Jason Palios. The corporate team includes partners H. Oliver Smith and Brian Wolfe and counsel Heather Weigel. The litigation team includes partner James I. McClammy. Partner Corey M. Goodman and counsel Tracy L. Matlock are providing tax advice. Partner Adam Kaminsky is providing executive compensation advice. Members of the Davis Polk team are based in the New York and Washington DC offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. 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: Reports $238.5 Million Net Loss in Fiscal Q2 ------------------------------------------------------ Big Lots, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and comprehensive loss of $238.5 million on $1.04 billion of net sales for the 13 weeks ended August 3, 2024, compared to a net loss and comprehensive loss of $249.8 million on $1.14 billion of net sales for the 13 weeks ended July 29, 2023. For the 26 weeks ended August 3, 2024, the Company reported a net loss and comprehensive loss of $443.5 million on $2.06 billion of net sales, compared to a net loss and comprehensive loss of $455.9 million on $2.26 billion of net sales for the 26 weeks ended July 29, 2023. The Company is presently undergoing Chapter 11 proceedings in Delaware. The commencement of the Chapter 11 Cases constituted an event of default under the 2022 Credit Agreement and the 2024 Term Loan which accelerated the Company's obligations under those instruments. The 2022 Credit Agreement and the 2024 Term Loan provide that, as a result of the commencement of the Chapter 11 Cases, any principal amount, together with accrued interest thereon, are immediately due and payable. As such, substantially all of the Company's debt, with balances of approximately $556.1 million in the aggregate as of the Petition Date, is in default and accelerated. However, any efforts to enforce the payment obligations under the 2022 Credit Agreement and the 2024 Term Loan and such other instruments and agreements are automatically stayed as a result of the Chapter 11 Cases, and the creditors' rights of enforcement in respect of the 2022 Credit Agreement and the 2024 Term Loan and such other instruments and agreements are subject to the applicable provisions of the Bankruptcy Code. As a result of the acceleration events, all of the Company's outstanding indebtedness has been classified as current debt in the accompanying condensed consolidated balance sheet of the Company as of the second quarter of 2024. Big Lots said, "Our ability to continue as a going concern is contingent upon, among other things, our ability to, subject to the approval by the Bankruptcy Court, implement a plan of reorganization, successfully emerge from bankruptcy as a new company and generate sufficient liquidity following our emergence from bankruptcy to meet our liquidity needs. Most of these steps are outside of our management's control and, as a result, the Company has concluded that at this stage management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern." As of August 3, 2024, the Company had $2.9 billion in total assets, $3.1 billion in total liabilities, and $154.6 million in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/42dp2hrr 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 items, 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. BL SANTA FE: Court Allows RFR's Two Proofs of Claim --------------------------------------------------- Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware overruled the objection of BL Santa Fe, LLC to the two proofs of claim filed by Realty Financial Resources, Inc. The Court allows RFR's claims. This case was commenced by the filing of petitions under Chapter 11 of the Bankruptcy Code by BL Santa Fe, LLC and BL Santa Fe (Mezz), LLC on August 30, 2021. BLSF Senior Borrower owned Bishop's Lodge, a luxury resort located in Santa Fe, New Mexico, which it acquired in 2014. The bankruptcy filing was caused by financial difficulties, delays, and cost overruns affecting the renovation of Bishop's Lodge. As of the Petition Date, the senior lender, Fortress, was owed $40,979,543 and the Mezzanine Loan lender, Juniper Bishops, LLC, was owed $33,594,752. On the Petition Date, the Debtors filed a pre-packaged Plan of Reorganization that had been accepted by Fortress and Juniper providing for the amendment of Fortress' debt and the conversion of Juniper's debt to 100% of the equity in BLSF Senior Borrower. On October 21, 2021, the Court confirmed the Plan, as revised, which went effective immediately. RFR filed two proofs of claim in the case: Claim No. 12, which asserts a claim of $175,000 for unpaid fees for its work relating to the financing of Bishop's Lodge by Fortress and Juniper in 2019, and Claim No. 20, which asserts a claim of $745,742.96 for fees related to the refinancing of the Juniper and Fortress secured debt in the confirmed Plan. On January 30, 2023, the Reorganized Debtor filed an Objection to Claim Nos. 12 and 20. The Reorganized Debtor argues that Claim No. 12 must be disallowed because RFR failed to attach the original Note, the writing upon which its claim is based. As a result, the Reorganized Debtor contends RFR has not satisfied its burden of proof under Bankruptcy Rule 3001(c)(1)26 and section 3-309 of the Uniform Commercial Code. The Court rejects the Reorganized Debtor's arguments. The Court says the Debtor's assertion that RFR's failure to attach the original Note to Claim No. 12 is fatal to the allowance of its claim as a result of Bankruptcy Rule 3001(c)(1) or section 3-309 of the UCC is misguided. Based on the evidence presented in this case, the Court concludes RFR has sufficiently proven both its right to enforce the Note and the terms of the Note pursuant to section 3-309. The Court concludes that RFR has presented sufficient and credible evidence satisfying its burden of proving the validity of Claim No. 12. In Claim No. 20, RFR seeks a fee totaling $745,742.96 based on the treatment of the Juniper and Fortress loans in the Debtors' confirmed Plan, arguing that the Plan constituted a refinancing of their debts entitling RFR to a 1% fee under the terms of an agreement it had with the Debtors dated December 1, 2020. The Court concludes that: (a) the Letter Agreement was not terminated; (b) the restructuring of the Juniper and Fortress secured debts under the Plan are "Financing" as defined in the Letter Agreement; and (c) RFR is entitled to a Success Fee under the Letter Agreement. As a result, the Court will allow a Success Fee in the amount of 1% of the debt restructured in the Plan. A copy of the Court's decision dated September 12, 2024, is available at https://urlcurt.com/u?l=4uFuE8 About BL Santa Fe BL Santa Fe, LLC and BL Santa Fe (MEZZ), LLC own and operate Bishop's Lodge, a luxury resort located at 1297 Bishops Lodge Road, Santa Fe, N.M. The Debtors filed petitions for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11190) on Aug. 30, 2021, listing $50 million to $100 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped the Law Offices of Frank J. Wright, PLLC and Young Conaway Stargatt & Taylor, LLP as legal counsel, and ValueScope, Inc. as restructuring advisor. Stretto serves as the Debtors' claims and noticing agent and administrative advisor. BLACK OPS: Hires Country Boys Auction as Auctioneer --------------------------------------------------- Black Ops Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Country Boys Auction & Realty, Inc., as auctioneer. The firm's services include: a. preparing and conducting an inventory of the property to be sold and reporting the results to the Debtor; b. advising the Debtor of the security of the location of the assets and of any need for special handling, including securing and changing of locks as needed; c. assisting the Debtor in establishing a location for the sale and any pre-sale storage; d. assembling assets to be sold, including cleaning, tagging, sorting, and grouping and set up of assets to be sold; e. providing and posting of signs; f. creating and distributing of sale brochures, including any postage expenses; g. providing all advertising text; h. providing for a registrar/cashier at sale; i. registering bidders by name, address, and bidder number j. conducting sale and collection of auction proceeds, and providing for security and site restoration; k. providing the Debtor with a sale report, including bid sheets of items sold, a copy of bidder registration, and accounting of receipts, a written copy of all pre-sale announcements, and copies of all ads and brochures used with the sale; and l. providing any other liquidation services for the Debtor as may be necessary for an orderly and complete liquidation; The firm will be paid at these rates: -- For real properties, the firm will be paid a commission of 10 percent of the first $25,000; 6 percent of balance; -- For personal properties, the firm will be paid a commission of 20 percent on the first $20,000; 10 percent on the next $50,000; and 8 percent of balance. Mike Gurkins, a partner at Country Boys Auction & Realty, Inc., 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: Mike Gurkins Country Boys Auction & Realty, Inc. 1211 West Fifth Street Washington, NC 27889 Tel: (252) 946-6007 About Black Ops Construction, LLC Black Ops Construction, LLC is a family-owned and operated fence company in Fayetteville, N.C., offering full-service residential and commercial fencing. It provides an array of fencing from wood, aluminum, vinyl, chain-link, farm, pool, privacy fencing, and more. Black Ops Construction filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 24-01713) on May 22, 2024, with $902,742 in assets and $1,693,083 in liabilities. April Merrill, manager of Black Ops Construction, signed the petition. Judge Joseph N. Callaway oversees the case. Paul D. Bradford, PLLC serves as the Debtor's legal counsel. BON WORTH: Updates Crossroads & Saturn Five Secured Claims Pay -------------------------------------------------------------- Bon Worth Holdings, Inc., submitted a First Amended Disclosure Statement describing First Amended Plan. Through the Plan, the Debtor proposes to pay creditors over a period of 60 months, making monthly aggregate payments of approximately $27,000.00 per month. Based on the Debtor's post petition operations, the Debtor believes that the Plan is feasible and represents the best possible recovery for creditors. Through the Plan, General unsecured creditors are classified in Class 4 and will receive a distribution of 15% of their allowed claims payable over 60 months. The Class 1 secured claim of Crossroads Funding II LLC will receive monthly payments, pursuant to a new amended and restated loan and security agreement, in the amount of $18,000.00 per month with a balloon payment representing the balance due at the end of the 60-month plan period, plus interest and fees and expenses. The Class 2 secured claim of Saturn Five Health LLC shall be paid the amount of $80,000, which post-confirmation shall be an unsecured obligation of the Debtor, and an unsecured claim for the balance of the claim. Class 2 will receive a distribution of $321,677 paid over 5 years. Class 3 consists of the secured tax claims filed against the Debtor and Class 3 will also receive a 15% distribution over 5 years, except that to the extent that all or part of a claim is entitled to priority treatment, the priority portion will be paid in full over 60 months. Class 1 consists of the Secured Claim of Crossroads Funding II LLC. This claim is allowed as a secured claim in the amount of $1,929,032.62 and claimant will receive a payment of $18,000 per month for 5 years and a balloon payment due at the conclusion of such period representing the remaining balance of the claim plus interest, all pursuant to an amended and restated loan and security agreement, substantially in the form of the Debtor's prepetition loan and security agreement with Crossroads, with such amendments as are acceptable to Crossroads in its sole discretion. The Debtor's obligations under such amended and restated loan and security agreement shall be secured on and after the Effective Date by a first priority lien on all assets of the Debtor and any proceeds thereof, which lien shall be deemed perfected on the Effective Date without the necessity of the execution, recording or filing of mortgages, security agreements, pledge agreements, financing statements or other documents); provided however that nothing herein shall grant any lien on (a) any leasehold interest in non-residential real property, but the lien granted herein shall attach to the proceeds of the sale or other disposition of such leases, or (b) any security deposit held by a landlord under any nonresidential real property lease or the Debtor's interest in any prepaid rent under such lease, but the lien granted herein shall attach to the Debtor's reversionary interests, if any, therein. Class 2 consists of the Secured Claim of Saturn Five Health, LLC. This claim is allowed as a secured claim in the amount of $80,000 and an unsecured claim in the amount of $1,611,178.94. On account of the secured portion of the claim, claimant will receive payments as follows: Year 1: $0.00; Year 2: $1,000 per month; Year 3: $1,667 per month; Year 4: $2,000 per month; and Year 5: $2,000 per month Total: $80,000. Post-confirmation, these shall be unsecured obligations of the Debtor and shall not accrue interest. On account of the unsecured portion of the claim, claimant will receive a 15% distribution, payable monthly over 5 years (which means monthly payments in the amount of $4,027.95 per month for 5 years, for a total of $241,677). No interest shall accrue on such obligations. Class 4 consists of all general unsecured creditors. These claims will receive a distribution in the amount of 15% of the allowed amount of each creditor's claim payable over 60 months. No interest shall accrue on such obligations. Payments and distributions under the Plan will be funded by cash on hand, a new value contribution by the Debtor's principal Don Young in the sum of $60,000.00, and funds from future operations. By signing this Disclosure Statement, the Debtor's principal represents that he has the funds required and available to fund the plan contribution. A full-text copy of the First Amended Disclosure Statement dated August 16, 2024 is available at https://urlcurt.com/u?l=Q1E8T5 from PacerMonitor.com at no charge. Attorneys for the Debtor: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. Morrison-Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 Email: lmorrison@m-t-law.com Email: bjhufnagel@m-t-law.com About Bon Worth Holdings Bon Worth Holdings, Inc., operates a retail clothing business and owns 28 brick and mortar stores and one online store and maintains an office in Brooklyn, New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-43213) on Dec. 29, 2022. In the petition signed by Dan Young, its president, the Debtor disclosed up to $50,000 in assets and up to $20 million in liabilities. Judge Jil Mazer-Marino oversees the case. Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC, is the Debtor's legal counsel. BRIGADE MANUFACTURING: Seeks to Hire Craig Geno as Legal Counsel ---------------------------------------------------------------- Brigade Manufacturing, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as legal counsel. The firm's services include: (a) advise and consult with the Debtor regarding questions arising from certain contract negotiations which will occur during the operation of business; (b) evaluate and attack claims of varius creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; (c) appear in, prosecute, or defend suits and proceedigs, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; (d) represent the Debtor in court hearings and to assist in the preparation of legal papers and documents as may be necessary in this proceeding; (e) advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and (f) perform such other legal services on behalf of Debtor as they become necessary in this proceedings. The hourly rates of the firm's counsel and staff are as follows: Craig Geno, Attorney $475 Associates $275 Paralegals $225 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer in the amount of $15,445.22 from the Debtor. Mr. Geno 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: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 427-0048 Facsimile: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Brigade Manufacturing Brigade Manufacturing, Inc., operates a cut and sew apparel manufacturing business, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-51193) on Aug. 22, 2024. In the petition signed by Jamie Davenport, president, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Katharine M. Samson presides over the case. The Law Offices of Craig M. Geno, PLLC serves as the Debtor's counsel. BROKEN VESSEL: Seeks to Hire Frederick Garfield as Legal Counsel ---------------------------------------------------------------- Broken Vessel United Missionary, Full Gospel Baptist Church, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Frederick Garfield, Esq., an attorney practicing in Birmingham, Alabama, as its counsel. The attorney's services include: (a) advise the Debtor of its powers and duties in the continued management of its financial affairs; (b) prepare legal papers; (c) review all leases and other corporate papers and prepare any necessary motions to assume unexpired leases or executory contracts and assist in preparation of corporate authorizations and resolutions regarding Chapter 11 case; and (d) perform any and all other legal services for the Debtor as may be necessary to achieve confirmation of Chapter 11 Plan of Reorganization. The attorney will be compensated at his hourly rate of $350 and $115 for his paralegals. The attorney will also receive a pre-petition payment of $12,000. Mr. Garfield 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 attorney can be reached at: Frederick M. Garfield, Esq. 505 20th Street North, Suite 1200 Birmingham, AL 35203 Telephone: (205) 328-4100 Email: fgarfield@spain-gillon.com About Broken Vessel United Missionary Full Gospel Baptist Church Broken Vessel United Missionary, Full Gospel Baptist Church, Inc. is a community focused religious organization that offers worship services, prayer meetings, and outreach programs. Broken Vessel United Missionary, Full Gospel Baptist Church sought Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 24-02611) on Aug. 28, 2024. In the petition signed by Donald Moulton, president, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Tamara O. Mitchell oversees the case. Frederick M. Garfield, Esq., serves as the Debtor's counsel. CAGLE CONSTRUCTION: Hires Weinstein & St. Germain as Counsel ------------------------------------------------------------ Cagle Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Weinstein & St. Germain, LLC as its counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; and (b) perform all legal services for the Debtor which may be necessary herein. The firm will be paid at these rates: Attorneys $400 Paralegals $140 In addition, the firm will seek reimbursement for expenses incurred. Tom St. Germain, Esq., an attorney at Weinstein & St. Germain, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 1103 W. University Ave Lafayette, LA 70506 Tel: (337) 235-4001 About Cagle Construction, LLC Cagle Construction, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 24- 50769) on Sept. 5, 2024. The Debtor hires Weinstein & St. Germain, LLC as counsel. CAMBRIDGE FALLS: Hires Bresset & Santora as Bankruptcy Counsel -------------------------------------------------------------- Cambridge Falls, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Bresset & Santora, LLC as its legal counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties; (b) advise and consult on the conduct of this Chapter 11 case; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtor's estate; (e) prepare pleadings in connection with this Chapter 11 case; (f) represent the Debtor in connection with obtaining authority to continue using cash collateral and obtaining post-petition financing; (g) appear before this bankruptcy court and any appellate courts to represent the Debtor; (h) advise the Debtor in relation to its affiliates and management company; (i) take any necessary action on behalf of the Debtor to negotiate, prepare and obtain approval of a disclosure statement and confirmation of Chapter 11 plan and all documents related to the foregoing; and (j) perform all other necessary legal services for the Debtor, in connection with the prosecution of this Chapter 11 case. The firm will be compensated at an hourly rate of $250. The firm also received an advance payment retainer of $1,000 from the Debtor. Stephen Bresset, Esq., a managing member at Bresset & Santora, 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: Stephen G. Bresset, Esq. Bresset & Santora, LLC 812 Court Street Honesdale, PA 18431 Telephone: (570) 253-5953 Facsimile: (570) 253-2926 Email: sbresset@bressetsantora.com About Cambridge Falls Cambridge Falls, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 24-02216) on Sept. 9, 2024, listing under $1 million in both assets and liabilities. Judge Mark J. Conway oversees the case. Stephen G. Bresset, Esq., at Bresset & Santora, LLC serves as the Debtor's counsel. CAMBRIDGE FALLS: Seeks to Hire PLC Cambridge Management as Manager ------------------------------------------------------------------ Cambridge Falls, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ PLC Cambridge Management as manager. The firm will provide these services: (a) supervise, manage, and conduct the daily operation and management of the Debtor's facility; (b) establish and implement a marketing plan for growing the Debtor's business at the facility; (c) recruit, train, and manage employees for the facility; (d) prepare and implement a budget for the facility, as well as recommending cost saving measures; (e) monthly billing and collection of resident fees; (f) prepare and provide accounting and financial reports; (g) review and maintain any necessary regulatory compliances for the facility; and (h) perform such other duties as more particularly set forth in management contract. The firm will be compensated as follows: (a) a base management fee equal to the greater of (i) $5,000 or (ii) 4.5 percent of gross revenues for each accounting period from the effective date through the term; (b) an amount equal to 10 percent of earnings before interest, taxes, depreciation, amortization, rent, and management fees (EBITDARM); and (c) reimbursement for expenses incurred. The firm represents no interest adverse to the Debtor or to the estate on the matters upon which it is to be engaged. The firm can be reached through: Bobby Petras PLC Cambridge Management About Cambridge Falls Cambridge Falls, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 24-02216) on Sept. 9, 2024, listing under $1 million in both assets and liabilities. Judge Mark J. Conway oversees the case. Stephen G. Bresset, Esq., at Bresset & Santora, LLC serves as the Debtor's counsel. CAMBRIDGE POINTE: Seeks to Tap Bresset & Santora as Legal Counsel ----------------------------------------------------------------- Cambridge Pointe, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Bresset & Santora, LLC as its legal counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties; (b) advise and consult on the conduct of this Chapter 11 case; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtor's estate; (e) prepare pleadings in connection with this Chapter 11 case; (f) represent the Debtor in connection with obtaining authority to continue using cash collateral and obtaining post-petition financing; (g) appear before this bankruptcy court and any appellate courts to represent the Debtor; (h) advise the Debtor in relation to its affiliates and management company; (i) take any necessary action on behalf of the Debtor to negotiate, prepare and obtain approval of a disclosure statement and confirmation of Chapter 11 plan and all documents related to the foregoing; and (j) perform all other necessary legal services for the Debtor, in connection with the prosecution of this Chapter 11 case. The firm will be compensated at an hourly rate of $250. The firm also received an advance payment retainer of $1,000 from the Debtor. Stephen Bresset, Esq., a managing member at Bresset & Santora, 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: Stephen G. Bresset, Esq. Bresset & Santora, LLC 812 Court Street Honesdale, PA 18431 Telephone: (570) 253-5953 Facsimile: (570) 253-2926 Email: sbresset@bressetsantora.com About Cambridge Pointe Cambridge Pointe, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 24-02216) on Sept. 9, 2024, listing under $1 million in both assets and liabilities. Judge Mark J. Conway oversees the case. Stephen G. Bresset, Esq., at Bresset & Santora, LLC serves as the Debtor's counsel. CAMBRIDGE POINTE: Seeks to Tap PLC Cambridge Management as Manager ------------------------------------------------------------------ Cambridge Pointe, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ PLC Cambridge Management as manager. The firm will provide these services: (a) supervise, manage, and conduct the daily operation and management of the Debtor's facility; (b) establish and implement a marketing plan for growing the Debtor's business at the facility; (c) recruit, train, and manage employees for the facility; (d) prepare and implement a budget for the facility, as well as recommending cost saving measures; (e) monthly billing and collection of resident fees; (f) prepare and provide accounting and financial reports; (g) review and maintain any necessary regulatory compliances for the facility; and (h) perform such other duties as more particularly set forth in management contract. The firm will be compensated as follows: (a) a base management fee equal to the greater of (i) $5,000 or (ii) 4.5 percent of gross revenues for each accounting period from the effective date through the term; (b) an amount equal to 10 percent of earnings before interest, taxes, depreciation, amortization, rent, and management fees (EBITDARM); and (c) reimbursement for expenses incurred. The firm represents no interest adverse to the Debtor or to the estate on the matters upon which it is to be engaged. The firm can be reached through: Bobby Petras PLC Cambridge Management About Cambridge Pointe Cambridge Pointe, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 24-02216) on Sept. 9, 2024, listing under $1 million in both assets and liabilities. Judge Mark J. Conway oversees the case. Stephen G. Bresset, Esq., at Bresset & Santora, LLC serves as the Debtor's counsel. CASTILLO ENTERPRISES: Hires Bach Law Offices as Bankruptcy Counsel ------------------------------------------------------------------ Castillo Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Bach Law Offices, Inc. as its bankruptcy counsel. The firm will render these services: (a) negotiate with creditors; (b) prepare a plan and disclosures statement; (c) examine and resolve claims filed against the estate; (d) prepare and prosecute adversary matters; and (e) represent the Debtor in matters before this court. The firm will be paid at these hourly rates: Paul Bach, Attorney $425 Penelope Bach, Attorney $425 The firm received a retainer of $5,000 plus filing fee of $1,738 from the Debtor. Mr. Bach 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: Paul M. Bach, Esq. Bach Law Offices, Inc. P.O. Box 1285 Northbrook, IL 60062 Telephone: (847) 564-0808 Email: paul@bachoffices.com About Castillo Enterprises Castillo Enterprises, Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-12472) on Aug. 25, 2024, listing up to $50,000 in assets and up to $1 million in liabilities. Judge Deborah L. Thorne oversees the case. Paul M. Bach, Esq., at Bach Law Offices, Inc. serves as the Debtor's bankruptcy counsel. CATHETER PRECISION: Intracoastal Capital, 2 Others Hold 9.5% Stake ------------------------------------------------------------------ Intracoastal Capital LLC, Mitchell P. Kopin, and Daniel B. Asher disclosed in Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of September 3, 2024, they beneficially owned 162,005 shares of Catheter Precision, Inc.'s common stock, representing 9.5% of the shares outstanding. A full-text copy of Intracoastal Capital's SEC Report is available at: https://tinyurl.com/yfws3duw About Catheter Precision Inc. Headquartered in the U.S., Catheter Precision, Inc. is a medical device company focused on improving the treatment of cardiac arrhythmias. The Company, which was reincorporated as Ra Medical Systems, Inc. in Delaware in 2018 and changed its name to Catheter Precision, Inc. on August 17, 2023, develops technology for electrophysiology procedures through collaborations with physicians and continuous product advancements. East Brunswick, New Jersey-based WithumSmith+Brown, PC., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024, citing recurring operating losses and anticipated future losses that raise substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, Catheter Precision reported a net loss of $70.6 million, compared to a net loss of $26.9 million for 2022. As of June 30, 2024, the Company had $26.3 million in total assets, $11.9 million in total liabilities, and $14.3 million in total stockholders' equity. CINNAMINSON MECHANICAL: Hires Daniel Reinganum as Legal Counsel --------------------------------------------------------------- Cinnaminson Mechanical Contractors, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Offices of Daniel Reinganum to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Daniel Reinganum, Attorney $375 Paraprofessionals $150 Mr. Reinganum disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel Reinganum, Esq. Law Offices of Daniel Reinganum 615 White Horse Pike Haddon Heights, NJ 08035 Telephone: (856) 548-5440 Email: Daniel@reinganumLaw.com About Cinnaminson Mechanical Contractors Cinnaminson Mechanical Contractors, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18910) on Sept. 9, 2024, listing under $1 million in both assets and liabilities. The Law Offices of Daniel Reinganum represents the Debtor as counsel. CITIUS PHARMACEUTICALS: To Request Hearing for Nasdaq Compliance ---------------------------------------------------------------- As previously disclosed, on September 12, 2023, Citius Pharmaceuticals, Inc. received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that, based upon the closing bid price of the Company's common stock, par value $0.001 per share, for the prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). At that time, the Company was provided a compliance period of 180 calendar days from the date of the original notice, or until March 11, 2024, to regain compliance with the Bid Price Rule, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On March 12, 2024, the Company received formal notice that Nasdaq granted the Company's request for an extension through September 9, 2024, to evidence compliance with the Bid Price Rule. As the Company did not regain compliance with the Bid Price Rule by September 9, 2024, the Company received a delisting determination letter on September 10, 2024. Accordingly, the Company intends to timely request a hearing before a Nasdaq Hearing Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. In that regard, pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension period not to exceed 180 days from the date of the delisting determination letter. There can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately meet all applicable requirements for continued listing on The Nasdaq Capital Market. The Company intends to provide a plan to regain compliance to the Panel. About Citius Pharmaceuticals Inc. Headquartered in Cranford, N.J., Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com/-- is a late-stage pharmaceutical company dedicated to the development and commercialization of first-in-class critical care products with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products, and stem cell therapy. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated December 29, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Citius Pharmaceuticals disclosed a net loss of $32.54 million for the year ended Sept. 30, 2023, compared to a net loss of $33.64 million for the year ended Sept. 30, 2022. As of June 30, 2024, Citius Pharmaceuticals had $97.1 million in total assets, $10.8 million in total liabilities, and $86.3 million in total stockholders' deficit. COMMUNITY HEALTH: Miguel Benet Named Chief Medical Officer ---------------------------------------------------------- Community Health Systems, Inc. announced on September 11, 2024, that Lynn Simon, MD, President, Healthcare Innovation and Chief Medical Officer, will retire from her current executive management position at the end of the year and transition into a consulting arrangement effective January 1, 2025. Under the terms of her consulting agreement, Dr. Simon will continue to advise the Company's management team regarding innovation in healthcare, and will continue to identify, evaluate and facilitate potential new partnerships and emerging capabilities for the organization. Simon joined Community Health Systems in 2010 and has served as Chief Medical Officer since 2017. During her 14-year career at CHS, Simon's broad areas of responsibility have included every aspect of clinical operations. Among her many accomplishments at CHS, Simon established one of the first AHRQ-certified Patient Safety Organizations along with the framework, expectations, and tools that helped achieve a 90% reduction in the serious safety event rate over the past decade. Simon developed CHS' proprietary Transfer Center, creating round the clock access to help hospitals inside and outside of the CHS organization facilitate prompt and safe patient transfers between facilities ensuring patients quickly receive the services and level of care needed. Simon also led the development of the CHS Patient Access Center, which provides centralized scheduling for patient appointments into primary care practices. The Transfer Center and Patient Access Center have been key to creating better access to health services and driving growth at CHS-affiliated health systems. In early 2023, Simon assumed a new executive leadership role designed to accelerate innovation across CHS. Simon has forged relationships and implemented technologies that are improving care delivery, creating better patient experiences, streamlining workflows, and improving the work experience for clinicians and support teams. Some of these advancements include implementation of a remote patient monitoring program for people with chronic conditions that currently serves more than 14,000 people, a virtual patient sitting program that is designed to provide 24/7 monitoring to help protect hospitalized patients at high risk for falls, a maternal-fetal early warning system that uses AI to improve safety in childbirth, and a partnership with Mark Cuban Cost Plus Drugs that is addressing drug shortages and the rising costs of pharmaceuticals used in hospital settings. Commenting on the announcement Tim L. Hingtgen, Chief Executive Officer of Community Health Systems, Inc., said, "Lynn's numerous contributions across the CHS organization and over many years have positively affected patient care and clinical outcomes, improved the experience of our clinicians, advanced our culture in meaningful ways, and will have long-lasting and significant impact. I am so grateful for her leadership and look forward to working with her more in the years ahead." As part of a long-term succession plan, Miguel Benet, MD, Executive Vice President of Clinical Operations, will become the Company's President of Clinical Operations and Chief Medical Officer beginning in 2025. Dr. Benet currently oversees all of the Company's clinical services and operations, including emergency medicine, surgical services, cardiovascular care, obstetrics and other service lines, clinical research, nursing, pharmacy services, data science and AI, clinical process improvements, care management, clinical documentation and utilization review, physician coding and documentation, Graduate Medical Education programs, and a broad range of initiatives to advance safety, quality and clinical outcomes. Hingtgen said, "Miguel is an extremely accomplished clinical and operational leader who is highly regarded by physicians, nurses, health system administrators, and his colleagues at CHS. He is a solutions-oriented leader whose unique perspectives already are advancing clinical care in our health systems. CHS will continue to benefit from Miguel's expertise and commitment to the future of medicine as he assumes the role of President of Clinical Operations and Chief Medical Officer next year." In addition to her consulting role at CHS, Simon plans to remain involved in the healthcare industry with a continuing focus on innovation. Simon has cultivated relationships with venture capital firms, start-up companies, and others who are creating new solutions for healthcare. In addition, she looks forward to focusing on current and potential future board and advisory opportunities. Simon serves on the board of directors for Ascend Learning, ForeFront Dermatology, and Cadence. Simon has received numerous awards and recognitions, including being named to Modern Healthcare's lists of the Top Healthcare Innovators, 50 Most Influential Physician Executives and Leaders, and the Top 25 Women in Healthcare. About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. Its affiliates provide healthcare services, developing and operating healthcare delivery systems in 40 distinct markets across 15 states. For the year ended December 31, 2023, the net loss attributable to Community Health Systems, Inc. stockholders was $133 million, compared to net income of $46 million for the same period in 2022. As of June 30, 2024, the Company had $14.4 billion in total assets, $15.3 billion in total liabilities, $324 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $1.2 billion in total stockholders' deficit. * * * In August 2024, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). At the same time, S&P also raised its ratings on the senior unsecured notes to 'CCC-' from 'D'. The outlook is negative, reflecting the risk of further distressed exchanges in the intermediate future despite credit metrics potentially improving in 2024. Egan-Jones Ratings Company, on August 8, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Community Health Systems, Inc. EJR also withdrew the rating on commercial paper issued by the Company. COMTECH TELECOM: Chief Operating Officer Maria Hedden Steps Down ---------------------------------------------------------------- Comtech Telecommunications Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Maria Hedden, Chief Operating Officer of the Company, resigned from the Company, effective as of September 13, 2024. About Comtech Telecommunications Headquartered in Huntington, New York, Comtech Telecommunications Corp. designs, develops, and manufactures technology electronic products and systems. As of April 30, 2024, Comtech had $991 million in total assets, $414.33 million in total liabilities, $170.25 million in convertible preferred stock, and $406.42 million in total stockholders' equity. In its Quarterly Report for the three months ended April 30, 2024, Comtech said that its current cash and liquidity projections raise substantial doubt about its ability to continue as a going concern. Based on its current business plans, including projected capital expenditures, the Company believes its current level of cash and cash equivalents, excess availability under its revolver loan, and liquidity expected to be generated from future cash flows will be sufficient to fund its operations over the next 12 months beyond the issuance date. However, such a determination is dependent on several factors including, but not limited to, general business conditions and the Company's ability to reduce investments in working capital (such as unbilled receivables). If the Company is unable to maintain its current level of cash and cash equivalents, excess availability under its revolver loan, or generate sufficient liquidity from future cash flows, the Company's business, financial condition, and results of operations could be materially and adversely affected. COTY INC: S&P Upgrades ICR to 'BB+' on Revised Business Risk ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Coty Inc. to 'BB+' from 'BB'. Concurrently, S&P raised the issue-level rating on the company's senior secured debt to 'BBB-' from 'BB+' and its issue-level rating on its senior unsecured debt to 'BB+' from 'BB'. The recovery ratings remain unchanged at '2' and '3', respectively. The stable outlook reflects S&P's expectation that over the next 12 months Coty will continue to expand its topline in the mid-single-digit percent range, grow EBITDA, and use free operating cash flow (FOCF) to pay down debt such that its S&P Global Ratings-adjusted leverage improves to the mid-3x area by the end of fiscal-year 2025. S&P said, "The upgrade reflects our more favorable view of Coty's business risk driven by overall scale and diversity of its brands and product portfolio as well as improved operating efficiency. Coty has improved its overall scale in the past three years and we expect continued topline growth as the company benefits from favorable industry trends. The company grew its revenue to over $6 billion in fiscal year 2024 from $4.6 billion in fiscal 2021, driven mainly by strong growth in prestige fragrance. We expect mid-single-digit percentage topline growth in the coming years as the company continues to benefit from favorable industry trends as the prestige fragrance category is expected to grow mid- to high-single-digit percent in the next few years according to Euromonitor." Coty has a diverse portfolio of brands and products at different price points, across different channels, categories, and markets. Its portfolio consists of fragrance (around 60% of overall revenue), color cosmetics (28%), and skincare and body care (12%). Coty's geographic footprint is diversified, generating about 70% of its total revenue outside North America. The company has meaningfully improved its operating efficiency and EBITDA margins, driven by continued mix shift to prestige business, pricing, productivity, and ongoing cost control. The company has also consolidated its manufacturing footprint and improved capacity utilization in fragrance. As a result, EBITDA margins improved to around 18% to 19% in the past three years compared to just around 14% in fiscal 2021. S&P expects continued EBITDA margins improvement, driven by pricing and cost control, as well as positive mix shift as prestige fragrance has much higher EBITDA margins than mass beauty and drives about 75% of the total company EBITDA. Coty has successfully stabilized its market share and is well positioned in growing categories. Coty continues to gain market share in its prestige fragrance business and focus on premiumization of its portfolio through existing leading brands as well as new premium fragrance launches, including Burberry Goddess, Kylie Jenner Cosmic, and Marc Jacobs Daisy Wild. The company has largely stabilized its share in the consumer beauty business over the past few years after consecutive market share losses from 2016 to 2020. It largely stabilized its consumer beauty business by investing in product innovation, brand repositioning and marketing, and closing pricing gaps versus competition. Coty's skincare business is under-indexed compared with its peers in the skincare category, but has high margins and presents white space opportunity for growth. S&P said, "We expect the company to accelerate the growth of its skincare brands, including Orveda, Lancaster, and Philosophy. We expect the digital channel to show strong momentum, supported by livestreaming, social media, TikTok activities, visual try-on capabilities, and expanded e-commerce presence. In addition, we expect travel retail to continue to benefit from a broad-based geographic footprint, multi-category expansion and collaborative partnership with key retailers." S&P said, "We forecast S&P Global Ratings-adjusted leverage to further improve to 3.5x, driven by EBITDA growth as well as permanent debt reduction and FOCF of around $410 million by the end of fiscal 2025. Coty repaid around $390 million of debt in fiscal-year 2024 with $322 million of FOCF and the proceeds from its equity offering. We forecast FOCF of around $410 million in fiscal 2025, which the company will use to reduce debt and for the planned share repurchases via equity swaps. As a result, we forecast adjusted leverage to further improve to 3.5x by the end of fiscal 2025 from both EBITDA growth and debt reduction. We also expect Coty to monetize Wella by the end of calendar-year 2025 and use the proceeds from this asset sale to reduce debt, which could result in material permanent debt reduction close to $1 billion. We have not included it in our current forecast but this would lead to S&P Global Ratings-adjusted leverage to fall to the mid-2x area if Wella is monetized. "We expect Coty will remain committed to its current financial policy. The company-defined leverage at the end of fiscal-year 2024 was around 3.3x, within its mid- to long-term leverage target of 2.0x-3.5x, which is roughly equivalent to S&P Global Ratings-adjusted leverage of 2.7x-4.2x. We believe the company will remain committed to its current financial policy and will not buy back shares to the detriment of its credit ratios. "The stable outlook reflects our expectation that over the next 12 months Coty will continue to expand its topline in the mid-single-digit percent range, grow EBITDA, and use FOCF to pay down debt such that its S&P Global Ratings-adjusted leverage improves to the mid-3x area by the end of fiscal-year 2025." S&P could lower its ratings if growth momentum starts to slow down and S&P expects adjusted leverage to be sustained above 4x, which could occur due to: -- A worsening macroeconomic environment, lower discretionary spending, heightened competition, or an operational misstep, leading to lower demand for the company's products. -- The company pursues a more aggressive financial policy with debt-funded share repurchases and acquisitions. S&P could raise its ratings if the company: -- Achieves sustained organic growth, continues to gain market share, and improves its cost structure, leading to consistent EBITDA margin improvement and a stronger competitive position; or -- Continues to execute its strategy of utilizing all excess cash proceeds from future asset sales, including Wella, for debt reduction, and demonstrates a more conservative financial policy, such that adjusted leverage sustains below 3x. COVE CASTLES: Hires Kriss & Feuerstein as Bankruptcy Counsel ------------------------------------------------------------ Cove Castles Development Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kriss & Feuerstein LLP as bankruptcy counsel. The firm's services include: a. performing all necessary services as the Debtor's bankruptcy counsel, including, without limitation, preparing, or assisting in the preparation of, all necessary documents on behalf of the Debtor; b. advising the Debtor of its powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; c. appearing at hearings before the Bankruptcy Court on behalf of the Debtor, with coordination with Debtor's Delaware counsel; d. taking all necessary actions to protect and preserve the Debtor's estate during the pendency of this Chapter 11 case, including prosecution of actions by the Debtor, the defense of any action commenced against the Debtor and negotiations concerning all litigation in which the Debtor is involved; e. preparing on behalf of the Debtor all necessary motions, applications, answers, orders, reports and papers in connection with the administration of this Chapter 11 case; f. working with litigation counsel, Delaware counsel and Anguilla counsel (should that become necessary) with respect to various matters involving the Debtor and this case; and g. performing such other legal services that are desirable and necessary for the efficient and economic administration of this Chapter 11 case. The firm will be paid at these rates: Daniel N. Zinman, Counsel $500 per hour Stuart L. Kossar, Associate $475 per hour Amelia Jenkins-Sandi, Paralegal $175 per hour The firm received a retainer from the Debtor in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel N. Zinman, Esq., a partner at Kriss & Feuerstein LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel N. Zinman, Esq. Kriss & Feuerstein LLP 360 Lexington Ave #1200 New York, 10017 Tel: (212) 661-2900 About Cove Castles Development Corporation Cove Castles Development Corporation is primarily engaged in renting and leasing real estate properties. Cove Castles Development Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11667) on August 6, 2024. In the petition signed by Michael H. Steinhardt, as Board Member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. The Debtor is represented by Garvan F. McDaniel, Esq. of HOGAN MCDANIEL. COWTOWN BUS: Seeks to Hire Griffith Jay & Michel as Legal Counsel ----------------------------------------------------------------- Cowtown Bus Charters, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Griffith, Jay & Michel, LLP as legal counsel. The firm will render these services: (a) advise the Debtor generally with respect to general corporate and restructuring matters; (b) represent and advise the Debtor with respect to matters that generally arise in this matter or an ordinary Chapter 11 case; (c) assist the Debtor with the protection and preservation of its estate; (d) assist the Debtor with preparing necessary legal papers in connection with and required for the orderly administration of the estate; and (e) perform any and all other general corporate and restructuring legal services for the Debtor in connection with the Chapter 11 case. Mark Petrocchi, Esq., the primary attorney in this representation, will be paid at his hourly rate of $450, plus out-of-pocket expenses. Th firm also received a retainer of $45,000 for prepetition services, filing fees, and post-petition services. Mr. Perocchi 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: Mark J. Petrocchi, Esq. Griffith, Jay & Michel, LLP 2200 Forest Park Blvd. Fort Worth, TX 76110 Telephone: (817) 926-2500 Facsimile: (817) 926-2505 Email: mpetrocchi@lawgjm.com About Cowtown Bus Charters Cowtown Bus Charters, Inc. is a full service bus charter company providing local to national transportation. Cowtown Bus Charters, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-10161) on Sept. 6, 2024. In the petition signed by Brenda Cross, president and director, the Debtor disclosed $1,237,132 in assets and $4,370,485 in liabilities as of Aug. 22, 2024. Judge Mark X. Mullin presides over the case. Mark J. Petrocchi, Esq., at Griffith, Jay & Michel, LLP represents the Debtor as counsel. CPV FAIRVIEW: S&P Assigns 'BB-' Rating on Senior Secured Debt ------------------------------------------------------------- Following its term loan B pricing on Aug. 14, 2024, S&P Global Ratings converted its 'BB-' preliminary issue rating to final on CPV Fairview LLC's $550 million term loan B and $75 million revolving credit facility. The recovery rating is now '1+', owing to more favorable-than-expected pricing, which leads to lower debt outstanding under a hypothetical default scenario. The '1+' recovery rating indicates S&P's expectation for full recovery (100%) in a hypothetical default scenario. CPV Fairview Energy Center (Fairview) is a 1,050 megawatt (MW) combined cycle gas turbine (CCGT) power plant that achieved commercial operation (COD) in December 2019. The plant is located at Cambria County, Penn. and falls under the PJM-Mid-Atlantic Area Council (MAAC) capacity zone due to its interconnection to the 500-kilovolt (kV) Pennsylvania Electric Co. (Penelec) transmission system. The project sells power at AEP-Dayton Hub price with gas priced at TETCO M2. Fairview is jointly owned by Osaka Gas USA (50%), Competitive Power Ventures (25%), and DL Energy (25%). Osaka Gas Asset Management, LLC is the project's Asset Manager and CPV is the project's Energy Manager. S&P expects strong power demand growth in the coming years, which should result in robust cash flows combined with the recently cleared 2025-2026 capacity auction. CPV Fairview's credit facility consists of a $550 million senior secured term loan B maturing in 2031 and a senior secured revolving facility with a capacity of $75 million, expiring 2030. Along with cash on hand, the term loan B will repay its senior secured debt (~$300mm) term loan A ($208 million) and fixed rate note ($92 million), pay a one-time distribution (approximately $250 million), as well as pay transaction-related fees and expenses ($18 million). Power sector's tailwind is positive for credit quality, which helped the project to price at a lower rate than the one assumed in our preliminary rating. The increasing supply of renewable (intermittent) power, retirement of coal and less efficient gas generators, and the rapid growth in power demand from data center and industrials are all factors supporting higher power prices and capacity prices in PJM. While battery storage projects can aid the grid that is becoming more volatile due to the increasing renewable buildout, the average current four-hour storage duration technology alone cannot help maintaining a healthy power grid. Dispatchable power generators benefits from this dynamic by being a part of the solution. On July 30, 2024, PJM announced its 2025-2026 base residual auction (BRA) result of $269.92/MW per day for most capacity zones, including CPV Fairview's capacity zone Mid-Atlantic Area Council (MAAC). The cleared 2025-2026 capacity price is more than five times the 2024-2025 cleared price of $49.49/MW per day and more than doubles the average cleared price between 2018 and 2022, which echoes with the tightening supply and demand dynamic for firm power. While S&P expected a pricing around SOFR+425 basis points, the transaction closed at SOFR+350 basis points. Given that the sponsor did not increase leverage, the lower pricing will lead to faster deleveraging through higher free cash flow and cash sweep, holding all else equal. Higher capacity prices could lead to lower dispatch and bidding into the day ahead power market. S&P said, "We expect spark spreads to be in the high teens for the next several years, converging to a long-term average of around 14/MWh. We forecast a DSCR generally above 2.0x during the term loan B seven-year period, and a minimum DSCR of around 1.88x during the post refinancing period whereby we model a fully amortizing loan with a sculpted repayment profile and assume CPV Fairview will fully repay its debt by 2043. We note the sponsor could choose an alternative refinancing structure. Under our base case assumptions, we forecast about $237 million debt outstanding upon the term loan B's maturity." CPV Fairview's highly efficient firm power generation is well positioned to navigate through changing market conditions. The project is equipped with General Electric's industry-leading H-class turbine, which has proven performance worldwide. The turbines have short start-up times and high operational flexibility to help achieve sustained run-times. Since commercial operation in December 2019, Fairview achieved strong operation with low heat rate around 6,500 Btu/kWh, low effective forced outage rate (EFOR) around 1.5%, high capacity factor of 84%, and high availability of 89%. The almost around-the-clock operation was possible due to Fairview's favorable position in the dispatch curve as well as locational advantage of proximity to Appalachian gas production region, which also brings cost saving from gas transport. S&P said, "We view the flexibility in both operation and cost structure as positive for credit quality because it provides CPV Fairview the tools to navigate through changing market conditions. Based on our view of current market dynamic we forecast about $237 million debt outstanding at maturity." Debt paydown is key for the single-asset project to maintain our credit rating. If the aforementioned tailwinds materialize, it can lead to lower leverage metrics (debt/EBITDA) and lower cash flow sweeps in the later years of the term loan period, making the deleveraging front-loaded for the next years. The cash flow mechanism requires 75% of excess cash flow to be swept if trailing 12-month leverage is greater than 4.0x; 50% if leverage is less than 4.0x but greater than 2.5x, and 25% otherwise. S&P said, "We estimate around $50 million per year in cash flow sweeps for the next three years, which depends on the project's ability to achieve our expected generation and spark spreads as well as December 2024 capacity price auction results. CPV Fairview has a two-year hedging program that locks in favorable spark spread on a part of the generation to protect the downside. This should help to result in sizable cash flow sweep in the next 2 years that is critical for deleveraging. However, this also implies significant market risk exposure, which is part of our qualitative view that a strong single asset project exposed to such market volatility should be rated at lower end of 'BB' category." S&P said, "The stable outlook reflects our expectation of strong debt service coverage during the term loan B period given our expectations of power demand growth in the upcoming years. During the term loan B period, we expect DSCRs above 2.0x, minimum DSCR of 1.88x during post refinancing period where we assume a fully amortizing debt structure. We expect spark spread to be in the high teens for the next several years, converging to a long-term average around $14/MWh. "We will consider a negative rating action if minimum DSCR falls below 1.35x on a sustained basis." This could occur if: -- CPV Fairview realize weaker spark spreads and lower PJM capacity prices; -- Unplanned outages occur that significantly reduces generation; -- Economic factors cause the power plants to dispatch significantly less than our base-case expectation; or -- Debt paydown is substantially lower than S&P's expectation, leading to higher-than-expected debt balance at maturity. While unlikely within the near term due to the single-asset nature of the project, S&P could raise the rating if: -- S&P expects the project will maintain a minimum base-case DSCR greater than 1.80x in all years, including the post-refinancing period; and -- S&P has a qualitative view that the project can be rated in the 'BB' category given the project's single-asset nature and exposure to inherent power price volatility, operational risk, and refinancing risk. S&P said, "We would expect such outcomes to occur if the project's financial performance and debt repayment well exceed our forecast on a sustained basis. This could be due to factors such as improved energy margins, higher dispatch, and substantially improved capacity pricing, leading to lower-than-expected debt outstanding at the time of the term loan B's maturity, as well as a track record of decreasing debt per kilowatt." CTCHGC LLC: Commences Subchapter V Bankruptcy Process ----------------------------------------------------- CTCHGC LLC filed Chapter 11 protection in the Western District of Texas. According to court filing, the Debtor reports $2,677,635 in debt owed to 50 and 99 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 October 1, 2024 at 9:00 a.m. in Room Telephonically on telephone conference line: (866)711-2282; Code: 3544189#. About CTCHGC LLC CTCHGC LLC, doing business as Central Texas Gun Works, Centex Guns, and CTGW, is a firearms academy in Austin, Texas. The Company offers a straightforward and hassle-free way of obtaining Texas license to carry a handgun and various gun safety classes, including Identogo fingerprint services. Central Texas Gun Works also has a great selection of handguns, rifles, shotguns, knives and accessories in stock at the gun store showroom. CTCHGC LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-11072) on September 2, 2024. In the petition filed by Michael D. Cargill, as manager, the Debtor reports total assets of $363,309 and total liabilities of $2,677,635. The Honorable Bankruptcy Judge Shad Robinson handles the case. The Debtor is represented by: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 901 S Mopac Expy Bldg 1 Ste 300 Austin, TX 78746 Tel: (512) 627-3512 Email: kell.mercer@mercer-law-pc.com CUT & FILL: Seeks Court Approval to Use Cash Collateral ------------------------------------------------------- Cut & Fill, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use cash collateral, wherein the Pension Fund of Cement Masons' Union Local No. 502 may have an interest. The Debtor argues that immediate access to cash collateral is crucial for continuing its business operations, paying employees, and covering administrative expenses. The Debtor proposes granting adequate protection to secured creditors that assert an interest in the cash collateral, including replacement liens, and promises to operate within 10% of its attached budget. The Debtor asserts that expedited relief is necessary to prevent disruption to its business operations and to ensure timely payments to suppliers and employees. * * * The Court has continued the hearing on the request to Oct. 2, 2024, at 10:00 a.m. About Cut & Fill The Cut & Fill, LLC has operated a concrete business since 2019. Rachel McCuen serves as its Managing and Sole Member, supervises the day-to-day operations located at 946 Singing Hills Drive, Volvo, Illinois 60073. The Cut & Fill, LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 24-13457) on Sept. 12, 2024, before the Hon. Timothy A. Barnes, listing $183,243 in total assets and $1,492,053 in total liabilities. The petition was signed by Rachel McCuen as president. The Debtor tapped the Law Office of David R. Herzog LLC as counsel. CXOSYNC LLC: Seeks Court Approval to Use Cash Collateral -------------------------------------------------------- CXOsync, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use cash collateral in which the Internal Revenue Service and the Small Business Administration assert an interest. This cash collateral includes the company's inventory, accounts receivable, and related assets. The Debtor contends it needs access to cash collateral to continue operating its business and avoid liquidation, which would be detrimental to its creditors. The Debtor has agreed on terms for cash collateral use with all secured creditors. The SBA has a secured claim of $128,351.52 against the Debtor's assets. An agreement is in place allowing CXOsync to provide a replacement lien on these assets in lieu of making adequate protection payments. Similarly, the IRS has a secured claim of $2,692,302.91. The Debtor has also agreed to grant a replacement lien to the IRS instead of making adequate protection payments. ODK Capital, LLC, another creditor, has a secured claim of $194,073.76. However, due to the lack of proper collateral to secure its interest, ODK Capital has agreed to amend its claim to an unsecured status. This adjustment reflects a resolution between the parties involved regarding the security of ODK's claims. The CXOsync, LLC is represented by: Ben Schneider, Esq. THE LAW OFFICES OF SCHNEIDER AND STONE 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Tel: 847-933-0300 E-mail: ben@windycitylawgroup.com About CXOsync LLC CXOsync, LLC is a corporate event planner which presents events and workshops geared toward CIOs, CISOs, CMOs, and CFOs of businesses. It hosts live and virtual events to gather CXOs from the world's largest corporations and brands. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker. N.D. Ill. Case No. 24-08351) on June 5, 2024, with $128,315 in assets and $6,030,532 in liabilities. Rupen Patel, managing member, signed the petition. Judge Janet S. Baer presides over the case. Ben Schneider, Esq., at The Law Offices of Schneider and Stone, represents the Debtor as bankruptcy counsel. CYANOTECH CORP: Michael Davis Holds 23.8% Stake as of Sept. 10 -------------------------------------------------------------- Michael A. Davis disclosed in Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of September 10, 2024, Mr. Davis, along with affiliated entities -- Janet J. Johnstone, Nyracai Davis Irrevocable Trust, Nettizane J. Davis Irrevocable Trust, Nettizane Johnstone Davis GST Exempt Trust, Nyracai Johnstone Davis GST Exempt Trust, and The Michael Arlen Davis Revocable Trust -- beneficially owned shares of Cyanotech Corp.'s Common Stock. (a) Davis: 1,700,598 shares (23.8%), which is inclusive of 1,390,440 shares held directly by the Revocable Trust, 12,119 shares held directly by Davis, 31,250 shares held directly by Johnstone, 75,000 shares held directly by the Nyracai Trust, 75,000 shares held directly by the Nettizanne Trust, 58,000 shares held by Nettizanne GST Trust and 58,789 shares held by Nyracai GST Trust. Each of Davis, the Revocable Trust, Johnstone, the Nyracai Trust, the Nettizanne Trust, the Nettizanne GST Trust, and the Nyracai GST Trust disclaims any beneficial ownership in any Common Stock beneficially owned by the other Reporting Persons, except to the extent of their respective pecuniary interests therein. (b) Davis has the sole power to vote and dispose of 1,519,348 shares, including 12,119 shares held directly by Davis, 1,390,440 shares held directly by the Revocable Trust, of which Davis is the sole trustee, 58,000 shares held by Nettizanne GST Trust, of which Davis is the sole trustee, and 58,789 shares held by Nyracai GST Trust, of which Davis is the sole trustee. Davis may be deemed to share the power to vote and dispose of 181,250 shares of Common Stock as follows: * 31,250 shares of Common Stock held directly by Johnstone, the spouse of Davis; * 75,000 shares held by the Nyracai Trust, of which Davis and Wells Fargo are co-trustees; and * 75,000 shares held by the Nettizanne Trust, of which Davis and Wells Fargo are co-trustees. Johnstone has the sole power to vote and dispose of 31,250 shares of Common Stock held by her, and she may be deemed to share the power to vote and dispose of 12,119 shares of Common Stock held by Davis, the spouse of Johnstone. The Revocable Trust, of which Davis is the sole trustee, has the sole power to vote and dispose of 1,390,440 shares. Nettizanne GST Trust, of which Davis is the sole trustee, has the sole power to vote and dispose of 58,000 shares. Nyracai GST Trust, of which Davis is the sole trustee has the sole power to vote and dispose of 58,789 shares. Johnstone's residence is 1621 Juanita Lane, Tiburon, California 94920. Johnstone is a documentary filmmaker. She has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. She is a United States citizen. Applicable information required by Item 2 with respect to Wells Fargo & Company, who may be deemed to share voting power and/or share dispositive power with Davis over the shares of Common Stock of the Issuer held by the Nyracai Trust and the Nettizanne Trust due to Wells Fargo & Company being a co-trustee of such trusts: Wells Fargo & Company's principal place of business is 420 Montgomery Street, San Francisco, CA 94104. The Reporting Persons do not have sufficient knowledge of Wells Fargo & Company to determine if during the last five years, it has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Please refer to public filings made by Wells Fargo & Company with respect to the Common Stock of the Issuer. Wells Fargo & Company was organized in Delaware. (c) The following transactions in shares of Common Stock of the Issuer were effected within 60 days before the filing of this Amendment or since the most recent filing of Schedule 13D, whichever is less: On September 10, 2024, the Revocable Trust received 66,667 shares of the Common Stock from the Issuer representing shares of restricted stock paid to Davis as catch-up director fees in lieu of cash, the number issued being calculated using a price of $0.75 per share. On each of September 5, 6, 9, and 10, 2024 the Revocable Trust purchased in open market purchases 5,000 shares of the Common Stock at a price respectively of $0.84 per share, $0.84 per share, $0.84 per share, and $0.83 per share. All of such open market purchases were made pursuant to a programmed plan of transactions adopted on March 6, 2024 pursuant to SEC Rule 10b5-1(c). A full-text copy of Mr. Davis' SEC Report is available at: https://tinyurl.com/2kudcfn3 About Cyanotech Corp. Cyanotech Corporation, located in Kailua-Kona, Hawaii, was incorporated in the state of Nevada on March 3, 1983, and is listed on the NASDAQ Capital Market under the symbol "CYAN". The Company is engaged in the production of natural products derived from microalgae for the nutritional supplements market. Newport Beach, Calif.-based Grant Thornton LLP, the Company's auditor since 2008, issued a "going concern" qualification in its report dated June 26, 2024, citing that the Company sustained operating losses and negative cash flows from operations for the fiscal years ended March 31, 2024, and 2023. Further, the Company was not in compliance with two debt covenant requirements at March 31, 2024, and one debt covenant requirement at March 31, 2023. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. Cyanotech reported a net loss of $5.3 million for the year ended March 31, 2024, compared to a net loss of $3.4 million for the year ended March 31, 2023. As of June 30, 2024, the Company had $24.43 million in total assets, $13.77 million in total liabilities, and $10.66 million in total stockholders' equity. D'PASTRY INC: Taps Carlos Alberto Ruiz as Bankruptcy Counsel ------------------------------------------------------------ D'Pastry Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Licenciado Carlos Alberto Ruiz, LLC to handle its Chapter 11 case. The firm will be paid at an hourly rate of $295, plus expenses. Carlos Alberto Ruiz, Esq., an attorney at Licenciado Carlos Alberto Ruiz, 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: Carlos A. Ruiz Rodriguez, Esq. Licenciado Carlos Alberto Ruiz, LLC P.O. Box 1298 Caguas, PR 00726 Telephone: (787) 286-9775 Email: carloalbertoruizquiebras@gmail.com About D'Pastry Inc. D'Pastry Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-03678) on Aug. 30, 2024, listing under $1 million in both assets and liabilities. Licenciado Carlos Alberto Ruiz, LLC represents the Debtor as legal counsel. DELTA APPAREL: Retains SB360 Capital for Court-Approved Liquidation ------------------------------------------------------------------- Delta Apparel, Inc., a leading provider of lifestyle apparel, announced that it has retained SB360 Capital Partners as the exclusive liquidation consultant to manage the sale of all remaining inventory (after separate sales of assets relating to the Salt Life and Soffe brands) through a bankruptcy court-approved sale process. The sale will also include the FF&E located in Delta Apparel's facilities. Delta Apparel filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware on June 30, 2024. This sale is intended to maximize the value of Delta Apparel's remaining assets. Delta Apparel, Inc. is an international apparel company that designs, manufactures, and markets a diverse portfolio of core activewear and lifestyle apparel products. The company sells casual and athletic products through a wide variety of retailers and on its business-to-business e-commerce site. SB360 Capital Partners, one of the country's leading asset disposition firms, brings a wealth of experience assisting companies through large-scale inventory liquidations. Their proven track record in delivering high recovery rates and efficient processes will be instrumental in Delta Apparel's efforts to navigate this critical phase. "Stores all across the country have products in their assortments that came from Delta Apparel," said Aaron Miller, President of SB360 Capital Partners. "From blank t-shirts to a wide range of casual and athletic wear, Delta Apparel's products have been a go-to item for over 120 years. This sale is a rare opportunity for retailers and wholesalers to build an in-stock position of items with a strong value proposition for the holiday season." The liquidation sale will include the company's remaining inventory across all categories, including lifestyle apparel, activewear, and accessories. To inquire about product availability, email delta@sb360.com or visit www.deltaapparel.com. About SB360 Capital Partners SB360 Capital Partners (sb360.com), a Schottenstein Affiliate, is one of North America's leading asset realization and merchant banking firms. The firm invests equity capital to support growth opportunities, fund business turnarounds, and provide liquidity to businesses navigating change. SB360 encompasses business groups involved in advisory services, asset disposition, luxury diamond and jewelry assets, new store sets, and commercial real estate advisory and investment. The firm's lending arm, Second Avenue Capital Partners, provides asset-based loans for middle-market companies. SB360's principals hold extensive financial interests in internationally recognized retail and wholesale companies, consumer brands, financial service operations, and commercial, residential and industrial real estate properties. About Delta Apparel Headquartered in Duluth, Georgia, Delta Apparel, Inc. -- https://www.deltaapparelinc.com -- is a vertically integrated, international apparel company with approximately 6,800 employees worldwide. The Company designs, manufactures, sources, and markets a diverse portfolio of core activewear and lifestyle apparel products under its primary brands of Salt Life, Soffe, and Delta. The Company specializes in selling casual and athletic products through a variety of distribution channels and tiers, including outdoor and sporting goods retailers, independent and specialty stores, better department stores and mid-tier retailers, mass merchants, eRetailers, the U.S. military, and through its business-to business digital platform. Delta Apparel sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11469) on June 30, 2024. In the petition signed by J. Tim Pruban, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Christopher A. Ward, Esq., at Polsinelli PC. DIAMETER CAPITAL 8: S&P Assigns Prelim BB- (sf) Rating on D Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary ratings to Diameter Capital CLO 8 Ltd./Diameter Capital CLO 8 LLC's floating-rate debt. The debt issuance is a CLO securitization governed by investment criteria and backed primarily by broadly syndicated speculative-grade (rated 'BB+' or lower) senior secured term loans. The transaction is managed by Diameter CLO Advisors LLC. The preliminary ratings are based on information as of September 18, 2024. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect S&P's view of: -- The collateral pool's diversification; -- The credit enhancement provided through subordination, excess spread, and overcollateralization; -- The experience of the collateral manager's team, which can affect the performance of the rated debt through portfolio identification and ongoing management; and -- The transaction's legal structure, which is expected to be bankruptcy remote. Preliminary Ratings Assigned Diameter Capital CLO 8 Ltd./Diameter Capital CLO 8 LLC Class A-1A, $195.00 million: AAA (sf) Class A-1AL, $75.00 million: AAA (sf) Class A-1B, $18.00 million: AAA (sf) Class A-2, $54.00 million: AA (sf) Class B (deferrable), $27.00 million: A (sf) Class C (deferrable), $27.00 million: BBB- (sf) Class D (deferrable), $18.00 million: BB- (sf) Subordinated notes, $37.60 million: Not rated DIGITAL ANCHORS: Hires Last Chance Auction Company as Auctioneer ---------------------------------------------------------------- Digital Anchors, LLC, doing business as Camille's Sidewalk Cafe, seeks approval from the U.S. Bankruptcy Court for the District of South Dakota to employ Last Chance Auction Company as auctioneer. The Debtor requires an auctioneer to assist it in selling business assets, machinery and equipment. The firm will be paid 25 percent of the gross sale proceeds after auction, plus sales tax, plus $140 per hour for moving charges. The firm represents no interest adverse to the Debtor or to the estate on the matters upon which it is to be engaged. The firm can be reached at: Last Chance Auction Company 46885 265th Street Sioux Falls, SD 57106 Telephone: (605) 334-7653 About Digital Anchors Digital Anchors, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.D. Case No. 24-40242) on July 26, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Shon Hastings presides over the case. Clair R. Gerry, Esq. at Gerry Law Firm, Prof. LLC represents the Debtor as counsel. E.W. SCRIPPS: S&P Downgrades ICR to 'B-', Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on E.W. Scripps Co. to 'B-' from 'B'. At the same time, S&P lowered the issue-level rating on the company's senior secured debt to 'B+' from 'BB-'. The '1' recovery rating on its secured debt is unchanged. S&P said, "We also lowered the issue-level rating on the company's senior unsecured debt to 'CCC' from 'B-' and revised the unsecured recovery ratings to '6' from '5'. "The negative outlook reflects our expectation for Scripps' EBITDA and cash flow to decline over time amid secular challenges. It also reflects uncertainty about the company's ability to reduce debt ahead of upcoming debt maturities in 2026 and 2027. "The downgrade reflects our expectation that S&P Global Ratings-adjusted FOCF will decline over time due to continued pressure in its networks business. We expect FOCF to debt coverage will remain about 5% (through a political cycle) over the next few years. While the company recently increased its political revenue guidance low point by $30 million in 2024 (now $270 million-$290 million), the company's networks business has continued to underperform our expectations due to challenged industry and macroeconomic conditions. An influx of connected TV (CTV) inventory in the market has also led to lower pricing for Scripps' CTV inventory. "EBITDA also remains depressed due to higher programming costs from the company's sports partnerships on ION, although management expects expenses to decline the remainder of the year on a quarter-over-quarter basis. We expect networks' EBITDA will decline nearly 20% in 2024, following similar declines in 2023 and 2022. We expect networks EBITDA to grow about 10% in 2025 due to ongoing expense rationalization and new sports programming. However, we believe the segment's revenue and EBITDA are likely permanently impaired from when the company initially acquired ION. As a result, we have revised our business risk assessment to weak from fair. "The negative outlook reflects increased uncertainty about the company's ability to improve credit metrics ahead of its upcoming debt maturities. Scripps has a $585 million ($290 million outstanding) revolving credit facility due January 2026, followed by its $725 million (outstanding) senior secured term loan due May 2026. After, the company has maturities annually through 2029, and in 2031 that cumulatively total $1.9 billion. "We currently forecast leverage to remain elevated at 7x and 6.9x in 2024 and 2025, respectively (including the preferred equity, which adds about 1x to our leverage calculation). The company has elected payment in kind (PIK) for its preferred stock dividends ($48 million) this year to preserve cash for debt repayment, although the accruing balance increases our adjustment to debt. We expect this will continue over the next few years as the company seeks to address its debt maturities. "We expect the company will generate FOCF of $226 million in 2024 and $63 million in 2025, which it will put toward debt repayment, although we believe the company will need to outperform our base case and use proceeds from the sale of assets to improve credit metrics. This would likely come from outperformance in political advertising revenue, the sale of Bounce TV, or potential real estate sales that the company recently valued at $50 million-$100 million." The rates at which the company can potentially refinance its upcoming debt maturities will also affect the company's ability to maintain its healthy cash flow generation and reduce leverage over time, as yields on the majority of the company's debt have increased since earlier this year. S&P said, "The negative outlook reflects our expectation for Scripps' EBITDA and cash flow to decline over time amid secular challenges. It also reflects uncertainty about the company's ability to reduce debt ahead of upcoming debt maturities in 2026 and 2027. "We would lower our rating on Scripps if we view its capital structure as unsustainable due to an inability to refinance its debt or doing so at levels where it cannot sustain positive FOCF." This could occur if: -- The networks business remains pressured, and EBITDA and cash flow continue to decline; -- S&P believes there is an increased likelihood the company will undertake a distressed exchange as its maturities approach because it has not improved its performance; or -- The company refinances its debt at higher rates such that it cannot generate and sustain positive FOCF thereafter. Although unlikely, S&P could revise its outlook on Scripps to stable over the next 12 months if the company: -- Grows EBITDA and cash flow in its networks business either through expense reductions or improving advertising trends, while core and distribution revenue remain relatively stable; -- Completes deleveraging asset sales; and -- Addresses upcoming debt maturities in 2026 and 2027 while maintaining consistent positive FOCF thereafter and EBITDA interest coverage comfortably above 1x. EFS COGEN: S&P Assigned Prelim 'BB-' Rating on Secured Term Loan B ------------------------------------------------------------------ S&P Global Ratings assigned its preliminary 'BB-' project finance rating to EFS Cogen Holdings I LLC's (Linden Cogen) proposed $1 billion senior secured term loan B (TLB), $60 million term letter of credit (TLOC) facility, and $55 million super priority revolving credit facility (RCF). The recovery rating for the TLB and TLOC is '1', and the recovery rating for the RCF is '1+'. The project's operating risk profile reflects its well-established position in one of the most premium merchant power markets in the U.S., access to some contractual cash flows, operational and technical track record, and exposure to market risks throughout the forecast operating life. S&P said, "Based on our view of Linden Cogen's competitive potential, as well as projections of market-driven variables such as energy and capacity pricing across the New York Independent System Operator (NYISO), we forecast a minimum debt service coverage ratio (DSCR) of 1.56x through the forecast period (2024-2040). "The stable outlook reflects our expectation of steady operations and sufficient cash flow generation through the TLB period and beyond to service the project's debt service obligations." Linden Cogen is a special-purpose, bankruptcy-remote entity that owns two gas-fired, combined-cycle cogeneration facilities at the site of the Phillips 66 Bayway refinery in Linden, N.J. The assets are the 800 megawatt (MW) Linden 1-5 facility, completed in May 1992; and the 180 MW Linden-6 facility, completed in January 2002. Linden 1-5 sells electricity on a merchant basis into NYISO, and also sells steam to Infineum USA L.P. (Infineum) and Phillips 66 (P66) under long-term contracts that expire in April 2032, with an annual evergreen renewal option until April 2037. Linden 6 provides power for P66's Bayway refinery, selling up to 180 MW of electricity, with any unutilized power sold on a merchant basis into Pennsylvania-New Jersey-Maryland Interconnection (PJM). In addition, Linden 6 also sells steam to Linden 1-5. Interconnection to New York City, or NYISO Zone J, a highly concentrated and constrained load zone with significant barriers to entry due to substantial development costs and limited technological deployment choices Access to some contractual cash flows from steam and power sales; we expect these cash flows will represent 25%-30% of the project's overall gross margins Dual-fuel capabilities and access to natural gas via two interstate pipelines (Transco and Texas Eastern) that provide operational flexibility and optionality Exposure to both short-term market swings (to the extent unmitigated), as well as long-term secular trends in the power industry. Power prices are volatile and are a function of uncontrollable factors, such as fuel that is on the margin, fuel cost, changes in energy demand and supply, emission costs, transmission constraints, and weather conditions. Over the longer term, power prices are influenced by broader factors, such as policy and regulation, electrification intensity, renewable penetration, and energy efficiency. Energy transition and momentum around decarbonization remains a longer-term risk factor for thermal power generation facilities. Although we believe natural gas-fired plants will likely live longer than previously anticipated, advancements in renewable technologies, and their improving economics, will challenge the competitiveness and dominance of fossil-fuel-fired assets, altering their cash flow profile and asset lives. As is the case for other projects financed with TLB structures, debt repayment is primarily tied to cash flow sweeps, which are dependent on market conditions and financial performance of the project through TLB life. The project has a well-established position in NYISO Zone J. Linden Cogen's core competitive strength lies in its access to one of the most premium power markets in the U.S., New York City (NYISO Zone J), which represents almost a third of New York State's total load and is highly constrained because of its structural makeup and nested nature. Because of its unique demand and supply dynamics, NYISO has historically required at least 80% of the zone's forecast peak demand to be met with generation resources in New York City (or including limited imports via transmission), placing significant emphasis on in-city generation, such as Linden Cogen (although the facility is in New Jersey, it is still considered a Zone J resource, given its interconnection to New York City). Both energy and capacity prices in Zone J have historically reflected a notable premium over those in other merchant power markets (such as PJM and Independent System Operator New England), which we believe will continue in the coming years, given the zone's dependence on a finite pool of available generators (which are exclusively thermal), as well as very limited technological choices for new entrants. Natural gas-fired generation, which is one of the most reliable sources of power, is not expected to be built in the city due to the ban on the expansion of any new gas infrastructure, including power plants. In addition, the cost of installing any new power infrastructure in New York City is one of the highest compared with other power markets, which effectively serves as another entry barrier for this highly nested zone. NYISO has also taken steps to address reliability concerns associated with Zone J and preserved its generation resources. Earlier this year, the retirement of two peaking units, Gowanus and Narrows, was delayed by two years, to May 2027 (with a further option to delay until May 2029). Both units were originally slated for retirement in May 2025, to comply with the Department of Environmental Conservation (DEC) Peaker Rule, which established stringent nitrous oxide emission limits for some peaking units, by requiring them to retire or limit operations or install costly retrofits to curb emissions under a phased approach, first by May 2023, and then by May 2025. By May 2023, about 1 gigawatt (GW) of peakers in Zone J had already retired, or limited operations, with another 590 MW of capacity slated for retirement in May 2025, to comply with the DEC Peaker Rule. Following these retirements, NYISO conducted a short-term reliability needs assessment, which determined that New York City could face transmission deficits of up to 300 MW-500 MW under various heat wave scenarios beginning in summer 2025. The projected shortfall was largely predicated on peaking capacity that either retired or would have retired through 2025 to comply with the DEC Peaker Rule, as well as faster-than-projected demand expansion in New York City due to population growth and increasing electrification. The delay in retirement for the peaking facilities was a measure to address the potential shortfall until Champlain Hudson Power Express (CHPE), a 1.25 GW transmission line that will bring clean power from Quebec, is commissioned. The transmission line is under construction and is expected (as of now) to be online by 2027. CHPE will be a summer-only resource, meaning its capacity will be unavailable to New York City during the winter months, as Quebec is a winter peaking market. Other supply solutions for Zone J include Clean Path New York (CPNY), and Empire Wind. CPNY is a 1.3 GW transmission line, which is under development, and is targeted to bring renewable power from upstate New York, likely sometime toward the end of the decade. Although CPNY has been awarded a 25-year contract by the New York State Energy Research and Development Authority, it is still in the early phase of its development cycle, with major permits pending approval, before construction can commence. Empire Wind, a 810-MW offshore wind project, is under construction and is expected to be online between 2026-2027, although S&P believes that capacity accreditation rules will apply to its capacity, given its intermittent nature. During 2023, Linden 1-5, which dispatches power into Zone J, represented about 17% of the zone's net energy. This reflects the asset's critical nature and value proposition, operating as a baseload unit in this highly constrained load zone. There are some contracted cash flows, which provide an element of visibility into future earnings. The project sells steam to P66's Bayway refinery and Infineum (a joint venture between Exxon and Royal Dutch Shell), under long-term offtake agreements that expire in April 2032. In addition, Linden 6 (180 MW) also sells power to the Bayway refinery, with any unutilized capacity sold into the PJM on a merchant basis. These contracts also have annual evergreen renewal options that run through April 2037. S&P said, "We expect cash flows from these contracts will represent 25%-30% of the project's overall gross margins, supporting our view of its credit quality. We also believe that both steam and power supplied by Linden Cogen to its offtakers is highly critical, with limited replacement alternatives." For example, the Bayway refinery is specifically configured to intake the project's steam, and if it were to procure steam from other sources, it would likely have to invest in expensive supplemental technology (auxiliary boilers). Similarly, the refinery could access retail power from the grid; however, it would not be as cost competitive, and would be much more expensive than what it pays to the project under the offtake agreement. The project has a level of insulation from the rising RGGI cost due to its cogeneration nature. The cost of Regional Greenhouse Gas Initiative (RGGI) allowances has increased considerably over the past few years, and the latest auction cleared a unit price of about $25.75/unit (up from $7.50/unit at the beginning of 2021). At the current level of RGGI allowance prices, even the most efficient combined-cycle plants experience a notable reduction in spark spreads, reducing their competitiveness, and affecting their cash flow generation capacity. Increasing carbon costs should be reflected in energy prices; however, power markets are complicated, with a confluence of factors driving prices, which may, or may not fully correlate with the trajectory of carbon costs. Given the cap-and-trade nature of the RGGI program, the number of allowances offered in auctions is also decreasing. In the latest auction in September, about 16 million allowances were offered, compared with more than 22 million allowances offered in an auction two years ago. In addition to reducing supply, RGGI has also seen significant interest from investors (that is, entities with no carbon compliance obligations) as an asset class, who are speculating on its rising price as supply tightens relative to demand. At this stage, because power prices are strong, the impact of RGGI might not be as financially disruptive; however, its trajectory is noteworthy, and might adversely affect plant economics if energy prices soften. Linden Cogen has historically received about a 40% credit on its emission allowances, given its designation as a Public Utilities Regulatory Policies Act-qualified cogeneration facility, and a steam host in New Jersey. This meaningfully alleviates the financial burden of its emission costs (acknowledging that the units burn more natural gas due to their high heat rate, as steam is not redeployed into the turbines), enhancing its competitive profile as it competes with other generators in the dispatch curve. S&P said, "The stable outlook reflects our expectation of relatively strong debt service coverage during the TLB period, as well as a minimum DSCR of 1.56x during the refinancing period (2031-2040) based on our assumptions, and forward-looking view of the energy and capacity prices in NYISO Zone J. We also expect the project will repay about $500 million, or 50% of its debt outstanding, through the TLB period. "We will consider a lower rating if we expect the minimum DSCR will fall below 1.35x during the project's life (including the refinancing period) and remain at that level. This could result from lower-than-expected capacity factors, weaker energy margins and capacity prices, or operational issues such as forced outages and lower plant availability. We would also consider a negative rating action if the project's cash flow sweeps, for any reason, were materially lower than we expect, which would increase the residual debt outstanding at TLB maturity, and potentially weaken the projected DSCRs in the post-refinancing period, absent any improvement in market conditions. "We would consider an upgrade if we envisioned the project achieving DSCRs above 1.80x throughout the debt life, including the post-refinancing period (2031-2040). This could occur if our long-term outlook for capacity prices strengthens, or if the project's financial performance exceeds our forecast due to any other factors (such as improved energy margins or higher dispatch), leading to lower-than-expected debt outstanding at TLB maturity." EGM MAINTENANCE: Seeks to Tap Carlos Alberto Ruiz as Legal Counsel ------------------------------------------------------------------ EGM Maintenance Group Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Licenciado Carlos Alberto Ruiz, LLC to handle its Chapter 11 case. The firm will be paid at an hourly rate of $295, plus expenses. Carlos Alberto Ruiz, Esq., an attorney at Licenciado Carlos Alberto Ruiz, 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: Carlos A. Ruiz Rodriguez, Esq. Licenciado Carlos Alberto Ruiz, LLC P.O. Box 1298 Caguas, PR 00726 Telephone: (787) 286-9775 Email: carloalbertoruizquiebras@gmail.com About EGM Maintenance Group EGM Maintenance Group Corp. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-03720) on Sept. 3, 2024, listing under $1 million in both assets and liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Licenciado Carlos Alberto Ruiz, LLC represents the Debtor as legal counsel. EKSO BIONICS: Kent Lake PR, 2 Others Hold 7.7% Stake ---------------------------------------------------- Kent Lake PR LLC disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of August 30, 2024, the firm and its affiliates -- Kent Lake Partners LP and Mr. Benjamin Natter -- beneficially owned 1,669,700 shares of Ekso Bionics Holdings, Inc.'s common stock, representing 7.7% of the shares outstanding. A full-text copy of Kent Lake's SEC Report is available at: https://tinyurl.com/38n42xrh About Ekso Bionics Holdings San Rafael, Calif.-based Ekso Bionics Holdings, Inc. designs, develops, and markets exoskeleton products to enhance human strength, endurance, and mobility. San Francisco-based WithumSmith+Brown PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 4, 2024. The report cites an accumulated deficit as of December 31, 2023, significant operating losses, and negative cash flows from operations since inception, raising substantial doubt about the Company's ability to continue as a going concern. For the years ended December 31, 2023, and 2022, Ekso reported net losses of $15.2 million and $15.1 million, respectively. As of March 31, 2024, the Company had $29 million in total assets, $15 million in total liabilities, and $14.1 million in total stockholders' equity. ENTECCO FILTER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Entecco Filter Technology, Inc. 200 Kapp Street Winston-Salem, NC 27105 Business Description: Entecco is an air filter supplier in Winston-Salem, North Carolina. The companies forming part of the ENTECCOgroup manufacture highly effective and efficient filter products, and use them to create turnkey systems for dust removal and exhaust gas purification. Chapter 11 Petition Date: September 19, 2024 Court: United States Bankruptcy Court Middle District of North Carolina Case No.: 24-50707 Debtor's Counsel: James C. Lanik, Esq. WALDREP WALL BABCOCK & BAILEY PLLC 370 Knollwood Street Suite 6003 Winston Salem, NC 27103-1864 Tel: 336-722-6300 Fax: 336-722-1993 Email: notice@waldrepwall.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James David Edgerton as president and chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/D4SMGEY/Entecco_Filter_Technology_Inc__ncmbke-24-50707__0001.0.pdf?mcid=tGE4TAMA ENY EQUITY: Hires Berger Fischoff Shumer Wexler as Counsel ---------------------------------------------------------- ENY Equity, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP to handle its Chapter 11 case. The firm will be paid at these hourly rates: Gary Fischoff, Partner $675 Heath Berger, Partner $585 Dawn Traina, Paralegal $210 Angelique Filardi, Paralegal $210 Other Partners $585 - $675 Other Associates $425 - $510 Paraprofessionals $210 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $19,250 from the Debtor. Mr. Fischoff 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: Gary C. Fischoff, Esq. Berger, Fischoff, Shumer, Wexler & Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (516) 747-1136 About ENY Equity ENY Equity, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-42404) on July 7, 2023, listing up to $10 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. Gary C. Fischoff, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP serves as the Debtor's counsel. EQUIPSOURCE LLC: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: EquipSource LLC 2205 Industrial Park Road Van Buren, AR 72956 Business Description: Equipsource, LLC is in business of manufacturing engines, inverters, generators, batteries, pressure washers, water pumps, among other products. Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court Western District of Arkansas Case No.: 24-71543 Judge: Hon. Bianca M Rucker Debtor's Counsel: M. Sean Brister, Esq. BRISTER LAW FIRM 800 Highway 71 North PO Box 1451 Alma, AR 72921 Email: sean@bristerlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Larry Cotten as member-manager. The Debtor indicated in the petition it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6KTTDAI/EquipSource_LLC__arwbke-24-71543__0001.0.pdf?mcid=tGE4TAMA ERIC SHARKS: Seeks to Tap Shiela F. Campbell as Bankruptcy Counsel ------------------------------------------------------------------ Eric Sharks DDS, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Shiela F. Campbell, PA to handle its Chapter 11 case. The firm will be paid at its hourly rate of $350. The firm received a filing fee of $1,800 and a retainer of $2,500 from the Debtor. Shiela Campbell, Esq., an attorney at Shiela F. Campbell, PA, 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: Shiela F. Campbell Shiela F. Campbell, P.A. P.O. Box 939 North Little Rock, AR 72115 Telephone: (501) 374-0700 Facsimile: (501) 372-5375 Email: campbl@sbcglobal.net About Eric Sharks DDS Eric Sharks DDS, LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-12453) on July 26, 2024, listing under $1 million in both assets and liabilities. Judge Phyllis M. Jones oversees the case. Shiela F. Campbell, PA serves as the Debtor's counsel. EUBANKS ELECTRIC: Seeks to Hire Tittle Law Group as Legal Counsel ----------------------------------------------------------------- Eubanks Electric, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ the Tittle Law Group as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare on behalf of the Debtor necessary legal papers in connection with the administration of its estate; (d) assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; (e) perform any and all other legal services for the Debtor in connection with its Chapter 11 case; and (f) perform such legal services as the Debtor may request with respect to any matter. The hourly rates of the firm's counsel and staff are as follows: Brandon J. Tittle, Attorney $595 Associates $325 Paralegals $225 The firm received a retainer of $12,000 from the Debtor. Mr. Tittle 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: Brandon J. Tittle, Esq. Tittle Law Group, PLLC 5465 Legacy Dr., Ste. 650 Telephone: (972) 731-2590 Email: btittle@tittlelawgroup.com About Eubanks Electric Eubanks Electric, LLC is a family owned and operated business that offers electrical solutions to residential, commercial, and industrial clients. Eubanks Electric filed its voluntary petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-50124) on Aug. 23, 2024. In the petition signed by Erin James, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Brandon J. Tittle, Esq., at Tittle Law Group, PLLC serves as the Debtor's legal counsel. EYE CARE: Committee Hires Eversheds Sutherland as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Eye Care Leaders Portfolio Holdings, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eversheds Sutherland (US) LLP as counsel. The firm's services include: (a) render legal advice regarding the committee's organization, duties, and powers in these cases; (b) assist the committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors; (c) analyze any Chapter 11 plan and related disclosure statement filed by the Debtors; (d) attend meetings of the committee and meetings with the Debtors, the DIP lender, and the alleged secured creditors, and their attorneys and other professionals, and participate in negotiations with these parties, as requested by the committee; (e) take all necessary action to protect and preserve the interests of the committee; (f) assist the committee with respect to communications with the general unsecured creditor body about significant matters in these cases; (g) review, analyze, and where necessary, challenge, claims filed against the Debtors' estates and alleged liens on estate assets; (h) represent the committee in hearings before the bankruptcy court, appellate courts, and other courts in which matters may be heard, and represent its interests before those courts; (i) assist the committee in preparing all necessary motions, applications, responses, reports, and other pleadings in connection with the administration of these cases; and (j) provide such other legal assistance as the committee may deem necessary and appropriate. The hourly rates of the firm's counsel and staff are as follows: Partners $1,220 Counsel $850 Associates $700 - $740 Paralegals $340 - $450 In addition, the firm will seek reimbursement for expenses incurred. Todd Meyers, Esq., a partner at Eversheds Sutherland (US), also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changes postpetition, explain the difference and reasons for the difference. Answer: N/A Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Answer: The committee and its counsel are currently in the process of formulating a budget that is consistent with the form of budget attached as Exhibit C-1 to the Appendix B Guidelines, recognizing that in the course of large cases like these Chapter 11 cases, it is highly likely that there may be a number of unforeseen circumstances that will need to be addressed by the committee and its counsel giving rise to additional fees and expenses. Mr. Meyers 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: Todd C. Meyers, Esq. Evershed Sutherland (US) LLP 999 Peachtree Street NE, Suite 2300 Atlanta, GA 30309 Telephone: (404) 853-8000 Email: toddmeyers@evershed-sutherland.com About Eye Care Leaders Portfolio Holdings Eye Care Leaders Portfolio Holdings, LLC, provides a suite of software specifically geared towards ophthalmology and optometry practices, practice management, surgical, revenue cycle management (RCM), MIPS reporting and more. Eye Care Leaders is a one-stop shop for eye care specialists and their patients. Eye Care Leaders and more than 30 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead Case No. 24-80001) on Jan. 16, 2024. In the petition filed by CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to $500 million in assets against $500 million to $1 billion in debt. The Hon. Michelle V. Larson presides over the cases. Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial Inc. is the Debtors' financial advisor. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Eye Care Leaders Portfolio Holdings, LLC and its affiliates. The committee hires Eversheds Sutherland (US) LLP as counsel. FAMILY SOLUTIONS: Hires Hendren Redwine & Malone as Counsel ----------------------------------------------------------- Family Solutions of Ohio, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Hendren Redwine & Malone, PLLC to serve as legal counsel in its Chapter 11 case. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for its out-of-pocket expenses. The Debtor paid the firm a retainer of $25,000 on August 19, 2024. Jason Hendren, Esq., a partner at Hendren Redwine & Malone, disclosed in a court filing that her 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 L. Hendren, Esq. Hendren Redwine & Malone, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 Email: jhendren@hendrenmalone.com About Family Solutions of Ohio, Inc. Family Solutions of Ohio, Inc. in Wake Forest, NC, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 24-03043) on September 5, 2024, listing as much as $1 million to $10 million in both assets and liabilities. John Hopkins Jr. as vice president, signed the petition. Judge Pamela W Mcafee oversees the case. HENDREN, REDWINE & MALONE, PLLC serve as the Debtor's legal counsel. FLUENT INC: Ryan Perfit Appointed Chief Financial Officer --------------------------------------------------------- Fluent, Inc. has announced Ryan Perfit's appointment as Chief Financial Officer. Mr. Perfit has served as interim CFO since February 1, 2023, and his appointment as CFO reflects his valuable contributions as the Company has evolved its business and financial strategies. This appointment is a homecoming for Mr. Perfit, who, from 2012 to 2019, demonstrated exceptional leadership at Fluent by spearheading company-wide strategic planning initiatives, cash flow planning, and capital structure design as Senior Vice President. His proficiency in financial controls, investor relations, SEC reporting, and audit compliance was pivotal in preparing Fluent for its 2015 merger and the 2018 spin-off that put Fluent's management team in charge of the public Company. "We are thrilled to welcome Ryan Perfit back to Fluent as our Chief Financial Officer," said Don Patrick, Fluent's Chief Executive Officer. "Ryan brings valuable financial knowledge and industry experience from his 20-year career. He has a deep familiarity with Fluent's business operations and suite of performance marketing solutions and supports the team with the help of the strong relationships he has cultivated over the years. Ryan is clearly the best choice for our CFO role." As Fluent's interim CFO, Mr. Perfit helped navigate a successful settlement with the Federal Trade Commission while the Company executed a strategic pivot to strengthen its core business. Mr. Perfit and his team played a key role in establishing Fluent's credentials in high-growth marketplaces and negotiating a new $50 million debt facility. Mr. Perfit also led and implemented the evolution of Fluent's financial processes and scorecards, which were vital in assessing progress against the Company's growth initiatives. "It's an honor to join the executive team at Fluent," said Mr. Perfit. "During this last year and a half, I've worked closely with Don and the leadership team on further developing our growth strategies and financial metrics for a successful 2024 and beyond. I am excited about the plan we are executing and to help further elevate the Company's financial performance to drive value for our stakeholders." Before joining Fluent, Mr. Perfit served as CFO at multiple high-growth start-ups, where he played a crucial role in fundraising efforts. His previous roles include positions at renowned companies such as PricewaterhouseCoopers and FTI Consulting. In connection with his appointment, Mr. Perfit entered into an Employment Agreement with the Company, effective as of September 1, 2024 which agreement replaces that certain consulting agreement by and between the Company and CRIO, LLC dated as of January 20, 2023, as amended, pursuant to which Mr. Perfit served as the Company's Interim Chief Financial Officer. Pursuant to the Employment Agreement: (i) Mr. Perfit's annual base salary will be $376,723 (ii) he will be entitled to a bonus of up to 100% of his annual base salary (50% which will be based upon the achievement of certain adjusted EBIDTA targets and 50% which will be based upon gross profit targets) along with being eligible to receive an AEBITDA profit share of 6% for annual AEBITDA in excess of 110% of the AEBITDA target (iii) an initial equity grant of 25,000 restricted stock units under the Company's 2022 Omnibus Equity Incentive Plan that will vest in three equal annual installments beginning September 1, 2025 (iv) a ten-year stock option to purchase up to 120,000 shares of the Company's common stock, half of which will vest when the average closing price of the Company's common stock is three times the Grant Date Exercise Price for a period of 10 consecutive trading days, and the other half of which will vest when the average closing price of the Company's common stock is five times the Grant Date Exercise Price for a period of ten consecutive trading day. The initial term of the Employment Agreement is through August 31, 2025, with automatic one-year renewals unless either party provides written notice of a non-renewal in accordance with the terms of the Employment Agreement. If Mr. Perfit's employment is terminated by the Company for death or Disability, provided that Mr. Perfit provides the Company with a Release, the Company shall pay Mr. Perfit: (i) his base salary (ii) any cash performance compensation for the year prior to the year of Mr. Perfit's death or Disability (iii) pro-rata cash performance compensation for the year in which the termination occurs if the termination occurs after June 30th (iv) Benefits accrued through the date of termination. If Mr. Perfit's employment is terminated by the Company for Cause, Mr. Perfit shall receive: (i) his base salary (ii) Benefits accrued through the date of termination. If Mr. Perfit's employment is terminated by the Company without Cause or Mr. Perfit terminates his employment for Good Reason, provided that Mr. Perfit provides the Company with a Release, the Company shall pay Mr. Perfit: (i) the greater of (A) his base salary for the remainder of the Term and (B) twelve months' base salary; (ii) any cash performance compensation for the year prior to Mr. Perfit's termination (iii) pro-rata cash performance compensation for the year in which the termination occurs if the termination occurs after June 30th (iv) Benefits accrued through the date of termination. If Mr. Perfit terminates the Employment Agreement for any reason other than Good Reason, the Company shall pay Mr. Perfit: (i) his base salary, (ii) any cash performance compensation for the year prior to Mr. Perfit's termination (iii) Benefits accrued through the date of termination. About Fluent Inc. Headquartered in New York, Fluent Inc. is a provider of digital marketing services. The Company primarily performs customer acquisition services by operating highly scalable digital marketing campaigns, through which it connects its advertiser clients with consumers they are seeking to reach. The Company accesses these consumers through both its owned and operated digital media properties and its auxiliary syndicated performance marketplace products. In 2023, the Company delivered data and performance-based customer acquisition services for over 500 consumer brands, direct marketers, and agencies across a wide range of industries, including Media & Entertainment, Financial Products & Services, Health & Life Sciences, Retail & Consumer, and Staffing & Recruitment. Fluent Inc. reported a net loss of $63.2 million for the year ended December 31, 2023, compared to a net loss of $123.3 million for the year ended December 31, 2022. As of March 31, 2024, the Company had $103.58 million in total assets, $74.83 million in total liabilities, and $28.75 million in total shareholders' equity. Going Concern While management believes the proceeds from the Private Placement and the other steps will be adequate to cover a decline in the borrowing base under the SLR Revolver and fund its current operations, there is no guarantee that the Company's plans will be successfully executed or have the expected benefits. Furthermore, if an event of default under the SLR Credit Agreement were to occur and the maturity date accelerated, the Company likely would not have sufficient funds to repay the Term Loan and the SLR Revolver. While management believes the Company will be able to work through its plans to mitigate any event of default with SLR, obtaining a waiver of an event of default or entering into an amendment to mitigate an event of default is not entirely within the Company's control. As there can be no assurance that the Company will be able to effectively implement its plans within one year after the issuance date, based on the factors above, management concluded that there is substantial doubt about the Company's ability to continue as a going concern through such one-year period, according to the Company's Quarterly Report for the period ended March 31, 2024. FRONTIER DEVELOPMENT: Gets OK to Tap Ellet Law Offices as Counsel ----------------------------------------------------------------- Frontier Development, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Ellett Law Offices, PC as legal counsel. The firm's services include: (a) examine and determine the rights and title of the Debtor in and to certain property; (b) prepare all legal documents, the Chapter 11 plan, and disclosure statement; (c) investigate, examine into, and determine the validity of any and all liens appearing to be claimed during the administration of said estate; (d) investigate and determine the validity of any and all claims that may be filed against the estate; (e) prepare all accounts, reports, and other instruments required in the administration of said estate; (f) assist the Debtor in all matters of legal nature arising in the administration of the said estate and advise with regard thereto; and (g) assist the Debtor in the collection of all accounts receivable owed to it. The hourly rates of the firm's counsel and staff are as follows: Ronald Ellet, Esq., Attorney $595 Senior Attorneys $410 Associates $295 Paralegals $255 Mr. Ellet 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: Ronald J. Ellet, Esq. Ellet Law Offices, PC 2999 North 44th Street, Suite 330 Phoenix, AZ 85018 Telephone: (602) 235-9510 About Frontier Development Frontier Development LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-07505) on Sept. 9, 2024, listing under $1 million in both assets and liabilities. Ronald J. Ellet, Esq., at Ellet Law Offices, PC serves as the Debtor's legal counsel. GATEWAY FOUR: Unsecureds Will Get 29.74% in Trustee Plan -------------------------------------------------------- The Chapter 11 Trustee, David K. Gottlieb, submitted an Amended Plan of Reorganization and Disclosure Statement for Gateway Four, LP, et al. dated August 16, 2024. The Amended Plan proposes to modify the Original Plan in the following primary ways: * The New LLC intends to enter into a Loan Agreement with Greystone Servicing Company, LLC, pursuant to which the New LLC will borrow the approximate sum of $64,000,000 (the "Greystone Loan") which shall be secured by a first priority deed of trust against the Gateway Four Property. The net proceeds of the Greystone Loan shall be used to pay the approximate sum of $59,354,367 to Romspen in full settlement and satisfaction of Romspen's claims against the Debtor's bankruptcy estate, and Romspen shall not be entitled to receive anything further from the Debtor's bankruptcy estate. Although Romspen will receive approximate net proceeds of $59.3 million from the Greystone Loan, approximately $29 million of those net proceeds will need to be immediately used by Romspen to repurchase (and thus payoff) the $29 million unpaid portion of the "Romspen Financing" that was acquired by 1437554 B.C. Ltd., which repurchase obligation matures on September 29, 2024. * The New LLC will continue to own the Gateway Four Property, and Romspen and KPRS will remain the ultimate owners of the Gateway Four Property, as set forth in the organizational chart attached to the Roitman Declaration. * The class 29 claim of the Los Angeles County Treasurer-Tax Collector ("LACTT") shall be paid in full by the New LLC using the proceeds of the Greystone Loan at the closing of the Greystone Loan, which is anticipated to occur no later than September 28, 2024. * Prior to the hearing on the Plan Modification Motion, Romspen shall provide to the Debtor's estate (by delivery to the Authorized Estate Representative) sufficient cash to pay all outstanding fees and expenses of the Trustee and his professionals, plus an additional cash sum of $150,000 for additional fees and expenses through the date of closing of this case, plus the cash sum of $100,000 which the Authorized Estate Representative will distribute to holders of class 31 allowed general unsecured claims on a pro rata basis. * The Authorized Estate Representative shall receive his statutory compensation as set forth in the Original Plan in connection with any and all distributions made by the Authorized Estate Representative plus an additional $25,000 fee to compensate the Authorized Estate Representative for the additional services provided by the Authorized Estate Representative in connection with negotiating, preparing and implementing this Amended Plan. Class 31 consists of all non-priority general unsecured claims that are not included in any of classes 1 to 30. The Original Plan provides that each holder of a class 31 allowed claim will be paid by the New LLC Manager a pro rata distribution out of any Remaining Net Sale Proceeds that are remaining, if any, after the allowed claims of all creditors in classes 1-30 have been paid in full. If the Gateway Four Property were sold, the Trustee projects that holders of allowed class 31 claims would not receive any distribution because there would not be any Remaining Net Sale Proceeds remaining. The Trustee's projection is based on the Broker's Price Opinion prepared by Blake Rogers and provided to the Trustee by the New LLC. Mr. Roger's opinion of value for the Gateway Four Property is approximately a "Stabilized Valuation" of $77,000,000. Under the Amended Plan, Romspen has agreed to fund a cash sum of $100,000 to the Authorized Estate Representative for distribution to holders of allowed class 31 claims on a pro rata basis, which the Trustee projects will result in a recovery of approximately 29.74% to holders of allowed general unsecured claims. The total amount of allowed class 31 claims is estimated to be $336,197.06. Class 32 consists of all equity interests in the Gateway Four Debtor. Since the Original Plan was confirmed, the holders of class 32 interests have reached an agreement with Romspen pursuant to which they have agreed to waive any right to any distribution from the Gateway Four estate and any right to any distribution under the Original Plan. Under the Amended Plan, class 32 equity interests will be deemed extinguished in accordance with the terms of that certain Joint Stipulation And Notice Of Filing Of Romspen Mortgage Limited Partnership, Grapevine Development LLC, Grapevine Realty Corp., Gateway Four GP LLC And Grapevine Advisors LLC Re: Release And Dismissals filed with the Court on July 30, 2024. A full-text copy of the Amended Plan dated August 16, 2024 is available at https://urlcurt.com/u?l=XP97Pm from PacerMonitor.com at no charge. Attorneys for David K. Gottlieb in his capacity as Chapter 11 Trustee: RON BENDER KRIKOR J. MESHEFEJIAN LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: RB@LNBYB.COM KJM@LNBYB.COM About Gateway Four LP Gateway Four LP and its affiliates Gateway Two LP and Gateway Five LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11581) on Aug. 31, 2020. In the petition signed by Gateway Four President James Acevedo, Gateway Four disclosed total assets of up to $100 million and total liabilities of up to $50 million. Judge Martin R. Barash oversees the cases. Daniel M. Shapiro, Attorney at Law and the Law Office of Sevan Gorginian serve as the Debtors' legal counsel. On Oct. 15, 2020, the Court entered orders approving the appointment of David K. Gottlieb as the Chapter 11 trustee in the Debtors' cases. Levene, Neale, Bender, Yoo & Brill, LLP and Berkeley Research Group, LLC serve as the trustee's legal counsel and financial advisor, respectively. GLORY PROJECT: Case Summary & Two Unsecured Creditors ----------------------------------------------------- Debtor: Glory Project LLC 19525 Ventura Blvd. Tarzana, CA 91356 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11563 Debtor's Counsel: Susan K. Seflin, Esq. BG LAW LLP 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Tel: (818) 827-9000 Fax: (818) 827-9099 Email: sseflin@bg.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Krystal J. Burns as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/COHIYOQ/Glory_Project_LLC__cacbke-24-11563__0001.0.pdf?mcid=tGE4TAMA GRESHAM WORLDWIDE: Committee Gets OK to Tap Stinson LLP as Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 case of Gresham Worldwide, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Stinson LLP as legal counsel. The firm will render these services: (a) analyze the Debtor's financial situations, and advise the committee in determining courses of action necessary for an effective reorganization; (b) prepare and file pleadings and documents which may be required; (c) represent the committee at the meetings and hearings; (d) represent the committee in any and all adversary and/or contested matters, and other court proceedings; (e) negotiate with the Debtor and other parties-in-interest; (f) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of its related entities and business interests, and any matter relevant to its case; (g) participate in the Debtor's Chapter 11 to the extent it affects the rights and interests of the creditors; (h) perform any and all such other services as are in the interests of the committee relevant to the Debtor's Chapter 11 case; and (i) perform such other representation as seems appropriate and necessary for the benefit of the committee. The hourly rates of the firm's professionals are as follows: Thomas Salerno, Attorney $940 Alisa Lacey, Attorney $825 Anthony Cali, Attorney $495 Clarrisa Brady, Attorney $400 In addition, the firm will seek reimbursement for expenses incurred. Mr. Cali 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: Anthony P. Cali, Esq. Stinson LLP 1850 N. Central Avenue, Suite 2100 Phoenix, AZ 85004 Telephone: (602) 279-1600 Facsimile: (602) 240-6925 Email: Anthony.Cali@stinson.com About Gresham Worldwide Gresham Worldwide, Inc. designs, manufactures, and distributes purpose-built electronics equipment, automated test solutions, power electronics, supply and distribution solutions, as well as radio, microwave, and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry and the healthcare market. Gresham Worldwide sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-06732) on Aug. 14, 2024. In the petition filed by Lutz P. Henckels, chief financial officer, the Debtor disclosed $32,859,000 in assets and $39,786,000 in liabilities as of June 30, 2024. Judge Scott H. Gan oversees the case. Patrick A. Clisham, Esq., at Engelman Berger, PC serves as the Debtor's counsel. The U.S. Trustee appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Stinson LLP as legal counsel. HAILYN INVESTMENTS: Hires Weinstein & St. Germain as Counsel ------------------------------------------------------------ Hailyn Investments 2, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Weinstein & St. Germain, LLC as its counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; and (b) perform all legal services for the Debtor which may be necessary herein. The firm will be paid at these rates: Attorneys $400 Paralegals $140 In addition, the firm will seek reimbursement for expenses incurred. Tom St. Germain, Esq., an attorney at Weinstein & St. Germain, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 1103 W. University Ave Lafayette, LA 70506 Tel: (337) 235-4001 About Hailyn Investments 2, LLC Hailyn Investments 2, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 24-50768) on Sept. 5, 2024. The Debtor hires Weinstein & St. Germain, LLC as counsel. HAMMER INTERNATIONAL: Trustee Seeks to Hire Saul Ewing as Counsel ----------------------------------------------------------------- Gregory Jones, the trustee appointed in the Chapter 11 case of Hammer International Foundation, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Saul Ewing, LLP as his general bankruptcy counsel. The firm's services include: (a) prepare, on behalf of the trustee, necessary legal papers; (b) represent the trustee in contested matters and adversary proceedings (if necessary) and at hearings before this court; (c) assist with the protection of property of the estate, specifically with regards to the assets that were transferred on November 1, 2022; (d) assist with the use, sale, or lease of property of the estate and/or cash collateral, if applicable; (e) assist with employment and compensation of professionals; (f) analyze claims and administrative expenses, and object to any if necessary; (g) assist with negotiating and obtaining approval of compromises, if any; (h) appear in court and protect the interests of the trustee before the court; (i) provide assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the estate that may be required under local, state or federal law or orders of this or any other court of competent jurisdiction; and (j) perform all other legal services that are necessary or appropriate in representation of the trustee as general counsel. The firm will be paid at these hourly rates: Zev Shechtman, Partner $725 Ryan Coy, Associate $385 Shelly Guise, Paralegal $345 Other Partners $655 - $1,260 Special Counsel $585 - $1,200 Other Associates $345 - $620 Paraprofessionals $175 - $395 In addition, the firm will seek reimbursement for expenses incurred. Mr. Shechtman 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: Zev Shechtman, Esq. Saul Ewing LLP 1888 Century Park, East, Suite 1500 Los Angeles, CA 90067 Telephone: (310) 225-6100 Facsimile: (310) 225-6200 Email: Zev.Shechtman@saul.com About Hammer International Foundation Hammer International Foundation, Inc. owns a commercial/industrial property located at 3501 Via Real, Carpinteria, CA having an estimated value of $10 million; a real estate located at West Bay South, Block Parcels 12, 260, and 20 in Grand Caymand with an estimated value of $4 million; and a property located at West Bay South, Block 212 (house with land) in Grand Cayman valued at $1.7 million. Hammer International Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal., Case No. 24-10497) on May 6, 2024. In the petition signed Misty Hammer, president, the Debtors disclosed $91,042,694 in total assets and $995,926 in total liabilities. Judge Ronald A. Clifford, III oversees the case. Levene, Neale, Bender, Yoo & Golubchik LLP serves as the Debtor's counsel. Gregory Jones was appointed as trustee in this Chapter 11 case. The trustee tapped Saul Ewing, LLP as his bankruptcy counsel. HAVRE EAGLES: Trustee Gets OK to Tap Wesler & Assoc. as Accountant ------------------------------------------------------------------ Christy Brandon, the trustee appointed in the Chapter 11 case of Havre Eagles Manor, received approval from the U.S. Bankruptcy Court for the District of Montana to employ Wesler & Associates, CPA PC as accountants. The firm's services include: (a) prepare and file estate tax returns for 2021, 2022 and 2023; (b) assist with any payroll issues or estimated tax issues that may arise from the operation of the Debtor's business; (c) provide tax projections for potential sale of the estate's primary real property located at 20 3rd Street West, Havre, Montana; and (d) consult with the trustee on accounting and tax matters as she may request from time to time. The hourly rates of the firm's professionals are as follows: Cheryl Wesler, CPA $325 Kristin Lytle, CPA $225 Support Staff $175 In addition, the firm will seek reimbursement for expenses incurred. Cheryl Wesler, a certified public accountant at Wesler & Associates, 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: Cheryl Wesler, CPA Wesler & Associates, CPA PC 4664 Campus Drive Suite 100 Kalamazoo, MI 49008 Telephone: (269) 482-1015 Facsimile: (269) 342-9799 Email: info@weslercpa.com About Havre Eagles Manor Havre Eagles Manor is engaged in the business of operating an adult independent living facility in Havre, Hill County, Montana. On June 20, 2023, Havre Eagles Manor commenced a voluntary reorganization proceeding by the filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Mont. Case No. 23-40044). Judge Benjamin P. Hursh oversees the case. Gary S. Deschenes, Esq., serves as the Debtor's counsel. Christy Brandon was appointed as trustee in this Chapter 11 case. She tapped Wesler & Associates, CPA PC as her accountants. HAYES MECHANICAL: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Hayes Mechanical, LLC 5959 S Hartem Ave Chicago, IL 60638 Business Description: The Debtor is a full service mechanical contractor. Chapter 11 Petition Date: September 19, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-13904 Judge: Hon. Janet S Baer Debtor's Counsel: David C. Christian II, Esq. DAVID CHRISTIAN ATTORNEYS LLC 105 W Madison St, Suite 2300 Chicago, IL 60602 Tel: 312-282-5282 Email: dchristian@dca.law Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John D. Mooney as manager. The Debtor filed with the Court a list of pending tort suits in lieu of 20 largest unsecured creditors, a full-text copy of which is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NBZWRAA/Hayes_Mechanical_LLC__ilnbke-24-13904__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2OH7RJY/Hayes_Mechanical_LLC__ilnbke-24-13904__0001.0.pdf?mcid=tGE4TAMA HERITAGE 10: Files Amendment to Disclosure Statement ---------------------------------------------------- Heritage 10 W Tasman, LLC, submitted an Amended Combined Plan of Reorganization and Disclosure Statement dated August 16, 2024. The Debtor acquired commercial property located at 10 West Tasman Drive, San Jose, California the ("Property") in April 2021. This Plan proposes to refinance the Property. The Debtor anticipates that there will be no capital gains or other income taxes resulting from the refinance. The Debtor will refinance the collateral (the "Property") within 120 days after the Effective Date of this Plan, paying secured creditors' allowed claims in full from the proceeds of the sale. Debtor will borrow up to $35.0 million from Blackship Advisors Ltd. pursuant to the terms described in the Summary of Proposed non-Binding Terms and Conditions dated August 6, 2024. Authority to incur such indebtedness will be sought by separate motion. The equity security holder of the Debtor will contribute capital sufficient to raise available funds to close the refinance transaction pursuant to the agreement. Interest shall accrue on the allowed amounts of secured claims from the petition date through and including the date of payment at the applicable contract or statutory rate. Class 2 consists of General Unsecured Claims. Creditors will receive a pro rata share of a fund equal to the net proceeds of the aforesaid refinance after payment of Class 1A and 1B claims on the Effective Date of the Plan. Pro-rata means the entire amount of the fund divided by the entire amount owed to creditors with allowed claims in this class. The Debtor expects that said proceeds will be sufficient to pay all allowed Class 2 claims in full. If all Class 2 claims are to be paid in full, then they will be paid with interest at the applicable contract or statutory rate. The non-governmental claims bar date is August 5, 2024. The Debtor reserves the right to object to any claims that are filed subsequent to the filing of this Plan. Such subsequent claims that are filed and allowed will be treated as provided above. Late filed claims will not be paid unless and until all senior Class 1A, 1B and timely filed Class 2 allowed General Unsecured Claims are paid in full. On the Effective Date, all property of the estate and interests of the Debtor will vest in the reorganized Debtor pursuant to Section 1141(b) of the Bankruptcy Code free and clear of all claims and interests except as provided in this Plan. The Debtor will fund all payments under this Plan from the proceeds of the refinance. A full-text copy of the Amended Combined Plan and Disclosure Statement dated August 16, 2024 is available at https://urlcurt.com/u?l=4CF04G from PacerMonitor.com at no charge. Attorney for the Debtor: Robert G. Harris, Esq. Julie H. Rome-Banks, Esq. Reno Fernandez, Esq. Binder Malter Harris & Rome-Banks, LLP 2775 Park Avenue Santa Clara, CA 95050 Telephone: (408) 295-1700 Email: rob@bindermalter.com julie@bindermalter.com reno@bindermalter.com About Heritage 10 W Tasman, LLC Heritage 10 West Tasman, LLC filed its voluntary Chapter 11 petition (Bankr. N.D. Cal. Lead Case No. 24-50488) on Apr. 5, 2024. In the petition signed by DH Daehyun Kang, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Dennis Montali oversees the cases. Binder Malter Harris & Rome-Banks, LLP serves as the Debtor's counsel. HTX WELLNESS: Wins Court Permission to Use Cash Collateral ---------------------------------------------------------- HTX Wellness Group, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas Houston Division for approval to use cash collateral on an emergency basis, to pay employees, order inventory, and maintain regular business operations. The Debtor seeks authorization to use up to 120% of the budgeted expenses, with specific provisions for adequate protection for Paragon Bank, which asserts an interest in the cash collateral. This includes making monthly payments of $4,438.31 to cover both interest and principal, and providing replacement liens on cash and accounts. The Debtor will also grant the bank a super priority claim to protect the bank's interests in the event of a reduction in value of the cash collateral. The company's loan with Paragon Bank, secured by business assets and a life insurance policy, has an outstanding balance of approximately $262,947.92. The motion outlines how cash collateral will be used and stipulates terms under which its use will cease, including violations of court orders or missed deadlines for filing and confirming a Chapter 11 Plan. The Debtor's request includes conditions for adequate protection, such as limiting expenditures to the budgeted amounts and requiring prior written approval from Paragon Bank for any overspending. The motion also details the consequences of failing to adhere to these terms, including the potential termination of cash collateral use upon certain triggering events. The Debtor argues that the use of cash collateral is essential for its reorganization efforts and in the best interest of its creditors and other parties involved. The motion underscores the urgency and necessity of obtaining the court's approval to avoid disrupting operations and to comply with legal obligations. * * * The Court entered an interim order granting the Debtor's Emergency Motion for Authority to Use Cash Collateral following a hearing on Sept. 18. The Court will hold another hearing to consider continued cash collateral access on Oct. 8. About HTX Wellness Group HTX Wellness Group, LLC, operates a business providing whole-body and local cryotherapy, infusion services, compression therapy, and red-light therapy under a franchise agreement with iCRYO. HTX Wellness Group filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34239) on Sept. 11, 2024, before the Hon. Jeffrey P Norman. The Debtor is a small business as defined by 11 U.S.C. section 101(51D), and it elected to proceed under Subchapter V. Melissa Haselden has been appointed as Subchapter V Trustee. The Debtor listed under $500,000 in estimated assets and under $1 million in estimated liabilities. HTX Wellness Group is represented by: Leonard H. Simon, Esq. William P. Haddock, Esq. PENDERGRAFT & SIMON, LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Tel: (713) 528-8555 Fax: (713) 868-1267 INNOVATIVE SOLUTIONS: Hires Harper Hofer as Accountant ------------------------------------------------------ Innovative Solutions Insulation & Drywall, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Harper Hofer & Associates, LLC as accountant. The firm will prepare and file the Debtors' state and federal tax returns, and provide expert witness services in any avoidance or other litigation filed in connection with the bankruptcy case. The firm will be paid at these rates: Accountant $450 per hour Staffs $450 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm can be reached through: Jerome G. Gienger, CPA Harper Hofer & Associates, LLC 216 16th Street, Suite 850 Denver, CO 80202 Telephone: (303) 486-0000 Facsimile: (303) 486-0001 Email: gienger@harperhofer.com About Innovative Solutions Insulation & Drywall, LLC Innovative Solutions Insulation & Drywall LLC offers drywall, insulation and painting services. Innovative Solutions Insulation & Drywall LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 24-14379) on July 31, 2024. In the petition filed by Brian Sigg, as CEO, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. INSEEGO CORP: Pays Down $9.5M in Debt, Advances Capital Improvement ------------------------------------------------------------------- Inseego Corp. is continuing to improve its capital structure and reduce its total debt. On September 11, 2024, Inseego announced that it has: (i) voluntarily paid-down an aggregate of $9.5 million, or approximately 49% of the Company's outstanding short-term loan (ii) entered into a binding agreement with another holder of $5 million in principal amount of the Company's outstanding 3.25% convertible notes due 2025 to exchange the 2025 Convertible Notes into long-term debt and equity. "We're executing on our commitment to reduce our total debt and improve our capital structure," said Inseego Chief Financial Officer, Steven Gatoff. "The business is generating strong cash flow and with the improved liquidity, we're glad to be able to pay down total debt. The Company continues to engage with convertible bondholders and right-size the capital structure through these exchanges." The Company has also voluntarily prepaid, at no premium, an aggregate of $9.5 million to-date of the Company's obligations under the Loan and Security Agreement, dated June 28, 2024, among the Company, South Ocean Funding, LLC, certain participant lenders and certain subsidiaries of the Company. As a result of these repayments, the amount outstanding under the Loan Agreement has been reduced to $10 million. Pursuant to the Exchange Term Sheet, the convertible note holder agreed to exchange its 2025 Convertible Notes for: (i) $4.25 million in principal amount of new long-term senior secured notes (ii) warrants to purchase an aggregate of 370,000 shares of the Company's common stock. The New Notes and the Exchange Warrants to be issued pursuant to the Exchange Term Sheet will be the same as the new long-term senior secured notes and warrants, respectively, to be issued pursuant to the separate binding exchange term sheets previously entered into between the Company and certain other holders of 2025 Convertible Notes, as described in the current report filed by the Company on July 1, 2024, except that the exercise price of the Exchange Warrants will be $13.77. The Exchange Term Sheet expires on December 31, 2024, and it is anticipated that the transactions contemplated by the Exchange Term Sheet will be consummated by that time. To date, the Company has repurchased or entered into binding agreements to repurchase and/or exchange approximately $147 million, or 91%, of face value of the outstanding 2025 Convertible Notes. As a result, the remaining balance of the 2025 Convertible Notes that are not subject to an exchange agreement is approximately $14.9 million, which the Company expects to repay or refinance by May 2025. As previously disclosed, affiliates of South Ocean and North Sound Ventures, LP, one of the Participating Lenders, may be deemed to beneficially own more than 5% of the Company's outstanding Common Stock, and Philip Brace, the Company's Executive Chairman, is the other Participating Lender. James B. Avery, a member of the Company's Board of Directors, currently serves as Senior Managing Director of Tavistock Group, an affiliate of Lender. About Inseego San Diego, Calif.-based Inseego Corp. is in the design and development of cloud-managed wireless broadband and intelligent edge solutions. Going Concern As of March 31, 2024, Inseego had available cash and cash equivalents totaling $12.3 million and working capital of $3.6 million. The Company's Credit Facility, which had an outstanding balance of $4.7 million as of March 31, 2024, was voluntarily paid off and terminated by the Company effective April 18, 2024. The Company generated positive cash flow from operations both for the year ended December 31, 2023, and in the three months ended March 31, 2024. In April 2024, the Company received a $15 million upfront payment from a customer in connection with a two-year service contract. Based on these factors, and to reduce financing costs, the Company voluntarily paid off and terminated the Credit Facility effective April 18, 2024. These factors have had a positive impact on its liquidity. The Company's 3.25% convertible senior notes due in May 2025 have a principal balance of $161.9 million and mature on May 1, 2025. The Company's intention is to restructure or refinance the 2025 Notes, and the Company is in active negotiations to do so; however, there can be no assurance that any required or desired restructuring or financing will be available on terms favorable to the Company, or at all. As the refinancing of the 2025 Notes cannot be assured, accounting guidance requires disclosure that this raises substantial doubt about the Company's ability to continue as a going concern within the next 12 months following the filing of its financial statements. IQSTEL INC: Meets Investment Banks New York for Nasdaq Uplisting ---------------------------------------------------------------- iQSTEL Inc. released details regarding the company's leadership team visit to New York last week. The company engaged in productive discussions with five investment banks specializing in supporting small-cap companies with market capitalizations below $500 million. Each of these banks expressed a strong interest in partnering with us, recognizing the significant potential in iQSTEL's growth trajectory and our journey towards uplisting to Nasdaq. During these meetings, management shared the company's strategic vision, plans for future growth, and recent substantial developments. We also discussed strategies to enhance and expand shareholder value, focusing on consolidating divisions, rebranding, and leveraging the Nasdaq uplisting to position iQSTEL on a much more substantial exchange, adding credibility and recognition our company now deserves. To provide its valued shareholders a clearer picture of our path forward, we've summarized the core message of its presentation in the following letter: Dear Valued Shareholders, As we reflect on our remarkable journey and look ahead to an exciting future, I invite you to join us as we continue building on the success of iQSTEL. Our company, rooted in decades of experience in the telecommunications industry, has achieved exponential growth since its inception. With your continued support, we are poised to reach new heights. Our Story: From Inception to Innovation iQSTEL's journey began with deep roots in the global telecommunications sector. My CFO, Alvaro Quintana, and I spent years managing international business at major telecom subsidiaries, Alvaro at Telecom Italia's DIGITEL, and myself at Verizon's Cantv. Together, we bring over 50 years of combined experience in international voice, SMS, fiber-optic, and satellite connectivity. Throughout our careers, we built strong business and personal relationships with the largest players in the telecom arena, further cementing the foundation for iQSTEL's success. This wealth of knowledge and personal relations became the foundation for what would later become iQSTEL. In 2008, we co-founded Etelix with a focus on international voice services, leveraging our expertise and network to establish a strong foothold in the industry. By 2018, we transitioned into a publicly traded company, recognizing that this path would provide us access to capital markets, fueling the exponential growth we had envisioned. Today, iQSTEL stands as a leader in international telecommunications, constantly evolving and expanding into new, innovative areas. Enhancing Shareholder Value During our recent meetings with five investment banks in New York, we discussed our strategic initiatives for increasing shareholder value, including the consolidation of divisions, a comprehensive rebranding strategy, and the anticipated Nasdaq uplisting. The move to Nasdaq will place iQSTEL on a substantial exchange that brings added credibility, enhanced exposure, and broader access to investors, further driving shareholder value as we continue to scale our operations. Explosive Growth and Strong Momentum In 2018, iQSTEL generated $13.8 million in revenue. By 2023, we had reached $144.5 million, a tenfold increase in just five years. Our forecast for 2024 is set at $290 million, with $134 million already reported in the first half of the year. Historically, the second half of the year shows stronger results, reinforcing our confidence in achieving our forecast. This rapid growth is a direct result of a strategic blend of acquisitions, ventures, and organic development. Since 2018, we have completed 11 acquisitions and ventures, primarily in telecommunications, carefully selecting companies that complement our existing portfolio and bringing in top industry executives to drive further expansion. In 2023, we reported $144.5 million in revenue, with $50 million—one-third of the total—coming from organic growth. For 2024, we expect to achieve $290 million in revenue, with $90 million in organic growth, again accounting for one-third of the total forecast. Our Executive Strength: A Deep Bench of Global Expertise At iQSTEL, our success lies in our ability to integrate acquisitions and the top executive team as partners into our broader strategy, allowing synergies to propel organic growth. Today, we have 100 employees spread across 20 countries, operating in 17 time zones, and our business serves major telecom players like Verizon, T-Mobile, Telefonica, Telecom Italia, British Telecom, Deutsche Telecom, Vodafone, Millicom, Orange, Etisalat, China Telecom, among others. Our executive team not only brings over 250 years of combined experience in telecommunications and international business, but also boasts deep connections with major companies worldwide. This structure allows us to take on significant new business without adding additional management, ensuring scalable and efficient growth as we continue to expand globally. Our presence is global, with offices in Miami, Venezuela, Argentina, UK, Switzerland, Turkey, and Dubai. We maintain more than 400 high value network interconnections around the world, delivering international voice, SMS, and connectivity services that form the core of our business. Strategic Focus on High-Margin SMS Services Our current telecom voice services generate an 8% gross profit, while part of our SMS portfolio offers over 20% in gross margin. Over the past two years, we have rapidly developed this high-margin SMS portfolio, making it a key focus of our growth strategy. By increasing sales in this segment by just 10%, we can achieve the equivalent of a 25% increase in our voice services. A key justification for acquiring QXTEL was the SMS portfolio it brings, which aligns perfectly with our strategy to prioritize higher-margin products. This shift positions us to steadily grow our operating income while maintaining our current business trajectory. Selective and Strategic Acquisitions and Ventures In acquiring our 11 subsidiaries and ventures, we carefully selected targets that added, focusing on adding top executives in the international telecom arena while gaining high-value in terms of products, strategic customer relationships, and expanding our international footprint. This approach has allowed us to establish a strong business position and maintain a high quality of service across the U.S., Latin America, Europe, Africa, and the Middle East. Preparing for Nasdaq: A Strategic Approach We have been diligently preparing for our uplisting to Nasdaq for two years, a pivotal moment for iQSTEL. We have already met almost all the requirements, including the establishment of an Independent Board of Directors, Audit Committee, Compensation Committee, Ethics Code Committee, and fulfilling the shareholders' equity requirement, among others. The only remaining requirement is achieving the minimum price per share, a matter we have communicated in detail to our 22,000 shareholders. In conjunction with the Nasdaq uplisting, we are implementing several strategic initiatives, including: A complete branding strategy led by a professional marketing agency. Consolidating the ownership of our subsidiaries to create a streamlined business structure. Implementing a unified technological platform to enable synergies, cross-selling, and up-selling across our product and service lines. These measures are designed to accelerate our growth and profitability. By reducing costs through platform consolidation and refining our business operations, we anticipate adding $2 million to our operating income. Simultaneously, our growing revenue base enables us to expand without significant new cost contributions, leading to an even more rapid increase in our bottom line. A Bright Future: High-Margin Products and Strategic Growth We believe iQSTEL has a brilliant future, and we are laying the groundwork for sustained success. Over the past few years, we have built a strong business platform, positioning ourselves to offer additional high-margin products and services to our existing telecom customers. This is the cornerstone of our long-term strategy to develop high-tech, high-margin products in emerging sectors. Our efforts are already underway in key areas like Fintech, Electric Vehicles (EV), and AI-driven services. These products will not only diversify our revenue streams but also leverage our existing relationships with major telecom clients, creating significant cross-selling opportunities. Path to $1 Billion in Revenue Our ambitious business plan projects iQSTEL achieving $500 million in organic revenue by 2027, with $20 million in operating income. Beyond that, we are actively exploring a strategic acquisition that could double our business size, positioning us to reach $1 billion in revenue by 2027, with $40 million in operating income. This strategic acquisition, and being a $1 billion revenue corporation, will serve as catalysts for growth while also preparing the company for investments in fiber-optic networks, cell towers, data centers, and satellite systems. Our current plan to continue building and expanding iQSTEL spans the next 20-30 years. Funding and the Road Ahead In order to support our vision and strengthen our balance sheet, we are seeking to raise up to $10 million within the 6 months. These funds will be used in part to restructure existing debt and reinforce our balance sheet as we prepare for our Nasdaq uplisting. iQSTEL management firmly believes the company is currently undervalued. Our revenue per share was $0.83 in December 2023, and we expect to reach $1.50 by the end of 2024. With a current trading price of $0.17 per share, we believe there is a significant opportunity We are actively selecting an investment bank to guide us through the final stage of our Nasdaq uplisting and drive our continued growth, positioning us to seize every opportunity and maximize our potential in the short, mid, and long term. A Call to iQSTEL's Future iQSTEL is at an inflection point, and the next few years will define our success for decades to come. We are building a company that will not only thrive today but will also stand the test of time, with a vision to lead in the telecommunications, fintech, EV, and AI spaces. We genuinely believe that now is the time to be part of this journey in iQSTEL, as we continue to deliver on our promises and create lasting value for our shareholders. Thank you for your trust and support. Sincerely, Leandro Jose Iglesias CEO, and Chairman, iQSTEL Inc. About iQSTEL Inc. Coral Gables, Fla.-based iQSTEL Inc. (OTCQX: IQST) is a technology company with operations in 19 countries and a workforce of 70 employees. The company provides advanced services through its Telecom Division, which offers VoIP, SMS, proprietary Internet of Things (IoT) solutions, and international fiber-optic connectivity. This division generates all of iQSTEL's revenues and operates through subsidiaries including Etelix, SwissLink Carrier, Smartbiz Telecom, Whisl Telecom, IoT Labs, and QGlobal SMS. For the year ended December 31, 2023, iQSTEL reported a loss of $219,436, a significant improvement from the loss of $5,865,761 in the year ended December 31, 2022. Pittsburgh, Pa.-based Urish Popeck & Co., LLC, the company's auditor since 2020, issued a "going concern" qualification in its report dated April 1, 2024. The report cites recurring losses from operations and insufficient revenue sources to cover operating costs, raising substantial doubt about the company's ability to continue as a going concern. IRWIN NATURALS: Taps Beach Freeman Lim & Clelland as Accountant --------------------------------------------------------------- Irwin Naturals and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Beach, Freeman, Lim & Clelland, LLP as auditing accountant. The firm will provide these services: (a) perform m the audit services from the bookkeeping and tax services to act as a check and balance system; and (b) maximize the accuracy of the Debtors' financial records and tax returns. The firm will be compensated at a flat fee of $80,000 with a retainer of $15,000. Erika Ramos, CPA, a partner at Beach, Freeman, Lim & Clelland, 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: Erika Ramos, CPA Beach, Freeman, Lim & Clelland LLP 861 Parkview Drive North, Suite 200 El Segundo, CA 90245 Telephone: (310) 447-1234 Facsimile: (310) 447-0287 Email: ContactUs@bflc.com About Irwin Naturals Irwin Naturals Inc., a provider of business support services, sought relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11324) on Aug. 9, 2024. In the petition filed by Klee Irwin, as chief executive officer, the Debtor disclosed between $10 million and $50 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. The Debtor tapped Joseph Axelrod, Esq., as counsel and Erika Ramos, CPA, at Beach, Freeman, Lim & Clelland LLP as auditing accountant. JJJ CONTRACTING: Taps Dunham Hildebrand Payne Waldron as Counsel ---------------------------------------------------------------- JJJ Contracting, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand Payne Waldron, PLLC as counsel. The firm will provide these services: (a) render legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; (b) investigate and, if necessary, institute legal action on behalf of the Debtor to collect and recover assets of its estate; (c) prepare all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; (d) assist and counsel the Debtor in the preparation, presentation and confirmation of its plan of reorganization; (e) represent the Debtor as may be necessary to protect its interests; and (f) perform all other legal services that may be necessary and appropriate in the general administration of its estate. The firm will be paid at these hourly rates: Attorneys $500 - $525 Paralegals $225 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $25,000 from the Debtor. R. Alex Payne, Esq., an attorney at Dunham Hildebrand Payne Waldron, 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: R. Alex Payne, Esq. Dunham Hildebrand Payne Waldron, PLLC 9020 Overlook Boulevard, Suit 316 Brentwood, TN 37027 Telephone: (629) 777-6529 Email: alex@dhnashville.com About JJJ Contracting JJJ Contracting, LLC is a contruction company that offers planning and design, construction management, building construction, renovation and repair, landscape and outdoor living, and demolition services. JJJ Contracting sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn., Case No. 24-03462) on Sept. 9, 2024, listing $451,690 in total assets and $3,248,479 in total liabilities. Judge Charles M. Walker oversees the case. R. Alex Payne, Esq., at Dunham Hildebrand Payne Waldron, PLLC serves as the Debtor's counsel. JM SUPERMARKETS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: JM Supermarkets, Inc. 713 W. Duarte Road #G118 Arcadia, CA 91007 Chapter 11 Petition Date: September 19, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-17612 Judge: Hon. Julia W Brand Debtor's Counsel: Matthew D. Resnik, Esq. RHM LAW LLP 17609 Ventura Blvd. Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Email: matt@rhmfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yin Ting as CEO. The Debtor indicated in the petition it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WW2NQIQ/JM_Supermarkets_Inc__cacbke-24-17612__0001.0.pdf?mcid=tGE4TAMA JODY D. LASHLEY: Court Converts Case to Chapter 7 ------------------------------------------------- Judge Joan A. Lloyd of the United States Bankruptcy Court for the Western District of Kentucky granted the U.S. Trustee's motion to convert Jody D. Lashley's Chapter 11 case to one under Chapter 7 of the United States Bankruptcy Code. The Debtor filed this bankruptcy case on September 29, 2023 and elected to proceed under Subchapter V. The Debtor is a debtor in possession as defined in 11 U.S.C. Sec. 1182 and continues to operate his sole proprietorships. On October 3, 2023, Elizabeth Woodward was appointed the Subchapter V trustee in this case. On December 5, 2023, the U.S. Trustee filed a Motion to Convert Case to Case Under Chapter 7 or Dismiss Case. The Debtor filed his Subchapter V plan on January 8, 2024. On June 14, 2024, the Court entered an Order denying confirmation of the Debtor's Plan. The Evidentiary Hearing on the Motion to Convert or Dismiss was held on July 18, 2024. The Court points out that the record in this case unequivocally establishes that the Debtor filed untimely monthly operating reports. The Debtor's October and November 2023 monthly operating reports were filed untimely on January 18, 2024, the day of the initial hearing of the Motion to Convert or Dismiss. The January 2024 monthly operating report was filed untimely on March 20, 2024. The Debtor's March4 2024 operating report was not filed until May 28, 2024. The Debtor's May Operating Report was filed the day before the Evidentiary Hearing on July 17, 2024. According to the Court, the monthly operating reports also are deficient without the required Exhibit D cash disbursement ledgers or other financial reporting such as income statement (profit and loss) and/or balance sheet. The monthly operating reports only contain bank statements which provide minimal information for creditors. Due to these reporting deficiencies, the U.S. Trustee identified $57,920 in cash withdrawals and cash app transactions from October 2023 through June 2024 that are not explained or supported in the monthly operating reports. The Court says the Debtor's statements regarding his busy work schedule and the health issues of his life partner do not provide justification for not complying with reporting requirements and fiduciary obligations as a debtor in possession. The Debtor's circumstances are not unique as it is common for debtors in chapter 11 bankruptcy to experience some adversity and difficulties. Therefore, the Court finds cause exists under 11 U.S.C. Sec. 1112(b)(4)(F) to convert or dismiss the case. The Debtor conducts his business operations at 1091 Moutardier Road, Leitchfield, Kentucky. According to the Debtor's Schedules, the Real Property consists of a 7-acre parcel with personal residence valued at $320,000 and 1.1 acres for a storefront, boat storage and wood shop valued at $200,000. The Court notes the Debtor has been completely unsuccessful in his attempts to privately sell the Real Property over the last few months. The day prior to the Evidentiary Hearing, the Debtor filed with the Court a Listing Agreement with Action Advisors, LLC d/b/a eXp Commercial, for the sale of the Real Property at an initial listing price of $1,250,000. The Court says even assuming the Debtor could sell the Real Property for $1,250,000, this price would be insufficient to satisfy creditor claims in full. The Debtor's Plan provided for treatment of $1,525,652 in creditor claims. Based on the cash flow analysis in Amended UST PX-1, the sale of the Real Property -- elimination of the secured Real Property payments -- would still result in a $10,112.43 monthly shortage to fund a Plan, the Court states. Ten months has passed in this case and the Debtor has only listed the Real Property. There is not a pending offer or signed contract on the Real Property. The Debtor has not filed a new plan. The Debtor continues to accrue administrative expenses for Subchapter V trustee fees and the fees of Debtor's counsel. The Debtor did not present any financial projections or feasibility evidence at the Evidentiary Hearing. Therefore, the Court finds that the Debtor has little prospect for reorganization. The Court finds that the Debtor has failed to show unusual circumstances exist that conversion or dismissal is not in the best interest of creditors and the estate. The fact that the estate may have some equity in the Real Property does not rise to the level of an "unusual circumstance," as such circumstance is common in chapter 11 cases. Furthermore, the alleged equity in the Real Property is speculative and insufficient to satisfy the claims of all creditors, according to the Court. The Court finds that the Debtor has not established that a plan will be confirmed within a reasonable period of time. The Court denied confirmation of the Debtor's Plan on June 14, 2024, and the Debtor has not filed a new plan. Ten months has passed without a plan being filed that complies with Sec. 1190. The Court finds that the grounds for converting or dismissing the case do not include an act or omission that is justifiable and curable within a reasonable period of time as the Debtor's failure to timely file operating reports is unexcused. The bankruptcy estate is comprised of unencumbered assets including accounts receivable, preferences and other avoidance actions in the estimated amount of $197, 924 as set forth in UST PX-2 Potential Assets for Chapter 7 Trustee. As these assets could be administered by a chapter 7 trustee for the benefit of unsecured creditors, the Court finds that conversion to chapter 7 is in the best interest of creditors and the estate. A copy of the Court's decision dated September 4, 2024, is available at https://urlcurt.com/u?l=izDVSE Jody D. Lashley filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No. 23-10735) on September 29, 2023, listing under $1 million in both assets and liabilities. K2 LEASING: Taps Crane Simon Clar & Goodman as Bankruptcy Counsel ----------------------------------------------------------------- K2 Leasing, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Crane, Simon, Clar & Goodman as its legal counsel. The firm's services include: (a) prepare necessary legal papers for presentation to this bankruptcy court; (b) advise the Debtor with respect to its rights and duties involving its property as well as its reorganization efforts herein; (c) appear in court and to litigate any issues, when necessary; and (d) perform any and all other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of this bankruptcy case. The firm will be paid at its hourly rate of $450. The firm received a pre-petition retainer of $32,000, which includes the filing fee of $1,738, from the Debtor. John Redfield, Esq. an attorney at Crane, Simon, Clar & Goodman, 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: John H. Redfield, Esq. Crane, Simon, Clar & Goodman 135 S. LaSalle Street, Suite 3705 Chicago, IL 60603 Telephone: (312) 641-6777 About K2 Leasing K2 Leasing LLC, a limited liability company, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-11563) on August 8, 2024. In the petition filed by Vladimir Kostic, manager, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Crane, Simon, Clar & Goodman serves as the Debtor's legal counsel. KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants ------------------------------------------------------------------- The Ad Hoc Group of Governmental Claimants in the chapter 11 case of Kidde-Fenwal, Inc., filed a twelfth amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Committee members hold unsecured claims against the Debtor's estate related to the Debtor's design, manufacture, distribution, and sale of aqueous film forming foam. The members of the Ad Hoc Group of Governmental Claimants are: 1. The State of Maryland 2. The Commonwealth of Massachusetts 3. The State of New Mexico 4. The State of New Hampshire 5. The State of New Jersey 6. The State of North Carolina 7. Commonwealth of the Northern Mariana Islands 8. The State of Oregon 9. The State of Rhode Island 10. The State of Tennessee 11. The State of Texas 12. State of Washington 13. State of Wisconsin 14. Commonwealth of Virginia 15. Commonwealth of Pennsylvania 16. State of Delaware 17. The State of New York 18. The State of Maine 19. State of Vermont 20. State of Hawaii 21. State of Connecticut 22. District of Columbia 23. Government of Guam 24. The Commonwealth of Puerto Rico 25. State of South Carolina 26. State of Indiana 27. State of California Counsel to the Ad Hoc Committee of Governmental Claimants Anthony M. Saccullo, Esq. Mark T. Hurford, Esq. Mary E. Augustine, Esq. A. M. SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Tel: (302) 836-8877 Fax: (302) 836-8787 E-mail: ams@saccullolegal.com mark@saccullolegal.com meg@saccullolegal.com - and - James S. Carr, Esq. KELLEY DRYE & WARREN LLP 3 World Trade Center 175 Greenwich Street New York, NY 10007 Tel: 212-808-7800 Fax: 212-808-7897 E-mail: Jcarr@kelleydrye.com - and - Sean T. Wilson, Esq. KELLEY DRYE & WARREN LLP 515 Post Oak Blvd, Suite 900 Houston, TX 77027 Telephone: (212) 808-7612 Facsimile: (713) 355-5001 E-mail: Swilson@kelleydrye.com 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. LAG SR ENTERPRISES: Amends Hoard Secured Claims Pay Details ----------------------------------------------------------- Lag SR Enterprises, Inc. d/b/a La Fuente Bar and Restaurant, submitted an Amended Subchapter V Plan of Reorganization dated August 15, 2024. The Debtor projects having approximately $3,000.00 in Cash in the Debtor's DIP accounts on the Effective Date. On the Effective Date, the Debtor will have sufficient Cash to pay the following amounts due on the Effective Date: (i) Claim 5 of the Department of Revenue; (2) Any amounts due to the Chapter 11, Subchapter V Trustee; and (3) The first payments toward the plan payments. The total Projected Disposable Income of the Debtor, after adjustments, over the life of the Plan is $26,958.16. The Plan provides for the orderly payment of Allowed Claims with the Debtor's projected disposable income over the life of the Plan. The Debtor will pay in full all Allowed Administrative Claims on the Effective Date, unless otherwise agreed to by the holder of any such claim. Creditors will receive more than they would have received in a Chapter 7 liquidation. Class 3 consists of the Secured Claim 7 of Hoard Companies, Inc. This Claim shall be paid in accordance with a renewed finance agreement with a principal of $172,550.00, pending approval before this Court, with equal monthly payments of $2,266.30 amortized at 12% over 12 years with a balloon payment of $128,382.66 due in month 60. The Parties will review repayment of the balloon payment at the end of the Plan and the maturity date of the proposed agreement before the Court. Like in the prior iteration of the Plan, Holders of General Unsecured Claims shall receive approximately a Pro Rata Share of the net sum of the Projected Disposable Income over a five-year period beginning on the Effective Date, after making payment in full of Allowed Administrative Expense to the Subchapter V Trustee Fee Claims, and the Allowed Priority Tax Claim Number 5 of the Florida Department of Revenue. Class 4 consists of Equity Interest Holders. On and after the Effective Date, Luis A. Garcia and Maria M. Garcia shall retain their respective interest in the Debtor. The Plan contemplates that the Reorganized Debtor will continue to operate the business of the Debtor. The Reorganized Debtor believes that the continued earnings through the operation of the Debtor will be sufficient to fund the payments required to be made under the Plan. Prior to the Effective Date, and subject to the Bankruptcy Code, Final Orders of the Bankruptcy Court, and other applicable law, the Debtor shall use funds generated during the pendency of the bankruptcy case to pay amounts due in the ordinary course and to fund payments due under the Plan on and after the Effective Date. Except as explicitly required by the Plan, the Reorganized Debtor shall have the sole and absolute discretion to use funds generated after the Effective Date without further notice or approval. A full-text copy of the Amended Plan of Reorganization dated August 15, 2024 is available at https://urlcurt.com/u?l=vCuYwu from PacerMonitor.com at no charge. Counsel for the Debtor: Cynthia E. Lewis, Esq. Nardella & Nardella, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Phone: (407) 966-2680 Facsimile (407) 966-2681 About Lag SR Enterprises Lag SR Enterprises, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01509) on March 27, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Lori V. Vaughan presides over the case. Cynthia E. Lewis, Esq., at Nardella & Nardella, PLLC represents the Debtor as legal counsel. LEROUX CREEK: Hires Kieger Analytics as Financial Advisor --------------------------------------------------------- Leroux Creek Food Corporation, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Kieger Analytics as financial advisor. The firm's services include: -- Reporting. Development of financial and operational reporting, including key performance metrics and review results with management monthly; -- Bookkeeping. Review monthly close prepared by your current bookkeeper. -- Forecasting. Develop a rolling 12-month forecast. -- Strategic Planning. Meet with your leadership team to establish quarterly goals and complete/update financial planning. The firm will be paid $2,100 per month plus out of pocket expenses. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matt Krieger Krieger Analytics 115 Wilcox Street, Suite 220 Castle Rock, CO 80104 Tel: (720) 470-3010 About Leroux Creek Food Corporation, LLC Leroux Creek Food Corporation, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Colo. Case No. 24-15015) on August 27, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Edward Tuft as president. Jeffrey A. Weinman, Esq. at ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. represents the Debtor as counsel. LEVEL UP AUTO: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Level Up Auto Sales, Inc. d/b/a Level Up Auto Sales of Hudson d/b/a DZM Auto Sales 5599 34th Street N. #B Saint Petersburg, FL 33714 Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-05588 Judge: Hon. Roberta A Colton Debtor's Counsel: Edward J. Peterson, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 400 N Ashley Dr. #3100 Tampa, FL 33602 Tel: 813-225-2500 Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Rizah Mahmuti as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G4QD7YY/Level_Up_Auto_Sales_Inc__flmbke-24-05588__0001.0.pdf?mcid=tGE4TAMA LUMEN TECHNOLOGIES: Dan Hagan Holds 5.4% Equity Stake ----------------------------------------------------- Dan Hagan disclosed in Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of September 9, 2024, he beneficially owned 55,000,000 shares of Lumen Technologies, Inc.'s common stock, representing 5.4% of the shares, calculated based upon 1,016,810,054 shares of common stock of Lumen Technologies issued and outstanding as of August 2, 2024 A full-text copy of Mr. Hagan's SEC Report is available at: https://tinyurl.com/3e2fzwr2 About Lumen Technologies Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. -- lumen.com -- is a facilities-based technology and communications company that provides a broad array of integrated products and services to its domestic and global business customers and its domestic mass markets customers. The Company's platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access, and reduce costs, which allows its customers to rapidly evolve their IT programs to address dynamic changes. Lumen reported a net loss of $10.30 billion in 2023 following a net loss of $1.55 billion in 2022. As of June 30, 2024, Lumen Technologies had $32.94 billion in total assets, $3.74 billion in total current liabilities, $18.41 billion in long-term debt, $10.33 billion in total deferred credits and other liabilities, and $466 million in total stockholders' equity. * * * In September 2024, S&P Global Ratings lowered its issuer credit rating on U.S.-based telecommunications service provider Lumen Technologies Inc. to 'CC' from 'CCC+'. S&P also lowered the affected issue-level debt ratings to 'C'. S&P said, "The negative outlook on Lumen reflects the expectation that we will lower our issuer credit rating to 'SD' (selective default) upon completion of these exchanges because we consider them to be tantamount to default. At the same time, we would lower our issue-level rating on the affected debt to 'D'. Also in September 2024, Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of Lumen Technologies, Inc., Level 3 Financing, Inc., Qwest Corporation and related subsidiaries at 'CCC+', following recent contract wins and announced exchange offers for certain senior unsecured notes. Fitch has also downgraded Lumen's senior unsecured notes to 'CCC-' from 'CCC', and assigned an expected 'CCC(EXP)' rating to the new second-lien secured issuances under Level 3 Financing, as well as an expected 'B+(EXP)' rating to the superpriority second-out senior notes under Lumen. M & M FARMS: Case Summary & Two Unsecured Creditors --------------------------------------------------- Debtor: M & M Farms, Inc. 8035 McKnight Rd., Suite 302 Pittsburgh, PA 15237 Chapter 11 Petition Date: September 19, 2024 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 24-22320 Debtor's Counsel: David Z. Valencik, Esq. CALAIARO VALENCIK 938 Penn Avenue, 5th Fl. Suite 501 Pittsburgh, PA 15222 Tel: 412-232-0930 Fax: 412-232-3858 Email: dvalencik@c-vlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Matthew H. Moraitis as authorized representative of the Debtor. 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/VCFYY7I/M__M_Farms_Inc__pawbke-24-22320__0001.0.pdf?mcid=tGE4TAMA MARSHALL SPIEGEL: Court Rejects Plan, Appoints Chapter 11 Trustee ----------------------------------------------------------------- Judge Timothy A. Barnes of the United States Bankruptcy Court for the Northern District of Illinois denied confirmation of Marshall Spiegel's Seventh Amended Plan of Reorganization. The U.S. Trustee's motion to appoint a Chapter 11 trustee is granted. The Official Committee of Unsecured Creditors' motion to convert the case to Chapter 7 is denied without prejudice. The matters before the court consist of four interconnected, but independent, contested matters of law: 1. The Debtor's Motion for Entry of an Order (A) Retroactively Authorizing Transfer for Value of the Debtor's 0.015% Interest in 1116-22 Greenleaf Building LLC Pursuant to 11 U.S.C. Secs. 105 and 363, and (B) Granting Related Relief, filed by the Marshall Spiegel. The Motion to Authorize has been opposed by the U.S. Trustee and the Unsecured Creditors Committee. 2. The Seventh Amended Plan of Reorganization, also filed by the Debtor. The Debtor seeks confirmation of the Plan, which is opposed by the U.S. Trustee, the Committee and the 1618 Sheridan Road Condominium Association. 3. The Committee's Motion to Convert Case to Chapter 7. The Debtor, the Debtor's son, Matthew Spiegel and HeplerBroom, LLC, all object to the Motion to Convert. 4. The U.S. Trustee's request for appointment of a chapter 11 trustee to investigate the Debtor in light of allegations that the Debtor participated in actual fraud, dishonesty, or criminal conduct in management of the bankruptcy estate. The Condo Association and the Committee filed joinders to the Motion to Appoint. Motion to Authorize Transfer of Value The Debtor requests retroactive approval of the actions he has taken in relation to the ReadyCap Financing. On December 16, 2022, without court authority, the Debtor altered both his ownership interest in Greenleaf and Matthew's. As to the former, the Debtor reduced by more than one-half his ownership interest in Greenleaf, transferring the balance to his son, Matthew. The Debtor said the transfer was to facilitate a commercial loan that would fund the bankruptcy case and pay administrative fees. The Debtor argued the transfer was de minimis and not prejudicial to estate creditors. The Debtor stated that had he been aware that court approval was necessary, he would have sought approval. Judge Barnes says the Court is not convinced it would have approved this transaction had it been presented beforehand. The transfer results in funds to Greenleaf, but the funds must still be loaned by Greenleaf to the Debtor. The Court would have been very hesitant to approve any reduction of estate assets in return for the mere possibility of funds to the estate. The Court is equally unconvinced the ReadyCap Financing was not possible without these acts. Finally, the Debtor has not convincingly argued that he reasonably believed he did not need court authority. Confirmation of Plan In the Plan, the Debtor creates seven classes, six of which are impaired. The only unimpaired class consists solely of U.S. Bank, who has a secured interest in the Condo. Payments and disbursements under the Plan are voluntary distributed to the Debtor by Greenleaf. Greenleaf will make an initial payment before the initial disbursement date to cover the estimated Administrative Expense and Class 2 Claims, with an extra $20,000 to go to the Disbursement Agent. Greenleaf's payments will go into a segregated disbursement account, from which the Disbursement Agent will make disbursements. Each quarter after the initial disbursement, the Debtor will pay $16,000 into the account and the Disbursement Agent will disburse the same, until the allowed claims are paid in full. In addition to the foregoing, the Debtor will be vested with his assets upon confirmation of the Plan, including his various causes of action. The Debtor also will be discharged from all claims and causes of action upon completion of the payments to the holders of allowed claims. The U.S. Trustee argues that the Plan is not feasible because it relies on voluntary distributions from Greenleaf to the Debtor. As Greenleaf allegedly has no obligations to pay the Debtor, if Greenleaf chose not to pay the Debtor, there is no legal basis to force Greenleaf to pay funds to the Debtor. The Condo Association argues that the Plan simply furthers the Debtor's attempt to frustrate his creditors' rights; that in making his interest in Greenleaf impossible to reach except by his consent, the Debtor is manipulating the bankruptcy system in a way unintended by Congress when it enacted the Bankruptcy Code. It argues that the Plan purports to compensate the value of creditors' prepetition claims (without interest), but the Plan does so without a sure way of doing so. In addition, there is no way of the court to measure the feasibility of such a plan or the likelihood that such a plan would not be followed by a liquidation. Given that the Debtor arbitrarily values his interest in Greenleaf at $400.00 in the Liquidation Analysis, there is no way for the Debtor, at the same time, to rely on the more than a million dollars needed to be contributed by Greenleaf for the Plan to succeed. The Plan also violates the absolute priority rule as the Debtor retains non-exempt property of the estate, including equity interest in Greenleaf and the condo unit, but doesn't pay the Condo Association's Class 5 claim in full. The Debtor's future promises of funding are insufficient to prove the new value required for such an exception to apply. The Plan's discharge provisions are overly broad because they do not carve out or address the effect of a discharge on claims the court has abstained from ruling on, on claims objected to post-confirmation, on the litigation claims for supplemental sanctions awarded post-confirmation, or on claims entitled to postpetition interest. The Committee claims the Plan artificially impairs and categorizes classes, is not supported by creditors who are not insiders, is not feasible and has not been proposed in good faith. The Plan "is premised on a fraud," the Committee says. The Committee alleges the Debtor has the money to pay all the creditors in full but is choosing not to, instead is choosing to impair all the classes. In addition, Class 6 of the Plan, which is substantially similar to Class 5 but whose votes would be outweighed by the other creditors in Class 5, was created according to the Committee for the sole purpose of gerrymandering an impaired, accepting class. Class 6 is made up of Hepler and Langone, who according to the Committee are both insiders and unable to vote. The Debtor claims it has resolved all objections regarding the Plan's compliance with the Bankruptcy Code provisions and it now satisfies 11 U.S.C. section 1129(a)(1). The Debtor further claims the Plan was proposed in good faith as required by section 1129(a)(3). Further, the Debtor argues that having Greenleaf fund the Plan is not a basis for a bad faith determination. According to the Debtor, the U.S. Trustee's objection that the Plan violates section 1129(a)(4) is unfounded as the Plan clearly outlines how the disbursement agent will be paid. The Debtor further argues that the U.S. Trustee's objections as to classification and voting are moot because the classes are no longer impaired. The Debtor argues that all classes are able to vote, thus satisfying section 1129(a)(10), that the stay of actions have been removed, that the Plan treats creditors fundamentally fairly and that the Plan will pay all allowed claims. As to feasibility, the Debtor argues he is maximizing value to the estate by obtaining a binding commitment via written agreement for Greenleaf to fund the plan. That written agreement also ensures the Plan is feasible, satisfying section 1129(a)(11). The Debtor further argues that the Plan meets the cramdown requirements of section 1129(b) as Class 6 is impaired, has voted to accept the Plan and does not contain any insiders. The Court finds the Debtor's Disclosure Statement is inadequate. The Debtor has further failed to meet his burden of establishing that every requirement in section 1129(a) has been met. Judge Barnes says, "In keeping with that issue, section 1129(a)(3) has not been satisfied. The Debtor is required to propose his Plan in good faith. It is clear that the Plan was not proposed in good faith and the Debtor, while unfortunate, does not otherwise meet the qualifications and requirements for the relief he seeks." He further explains, "The Plan is not a 100% Plan. It affords some, but not all, claims with interest without sufficient explanation of the difference in treatment. There are few facts to support the claims and assertions the Debtor makes. The Plan reads as more of an aspiration than anything that is grounded in fact. With the many inconsistencies and missing pieces of information for this Plan, the Plan begins from a point of questionable good faith, because without the missing information it is difficult, if not impossible, to determine whether there is a reasonable likelihood that the plan will result in a manner consistent with the objectives and purposes of the Bankruptcy Code." The Court also finds that the discharge provision is overly broad and that the Plan has not been proposed in good faith. Motion to Convert According to Judge Barnes, the Committee's Motion outlined many actions by the Debtor that constitute cause to convert the case to chapter 7. The Committee points to the faulty schedules and the insufficient operating reports. It also believes that the multiple, unsuccessful plans and disclosure statements are indicative of the Debtor's inability to confirm a plan. Such do not indicate a genuine interest in moving the case forward. The Committee disagrees with the assertion that a chapter 7 trustee would slow the bankruptcy process. The Committee says a disinterested trustee would be able to quickly liquidate tangible assets of the estate, address valuable causes of action held by the estate against Debtor's insiders, dispose of all pending litigation brought by the Debtor and make distributions to creditors. The Debtor argues that unusual circumstances exist that would make converting or dismissing the case not in the best interests of the creditors. The Debtor says the Committee's attempts to torpedo the Plan, excessive fees, the Committee's failure to prove the transfer was fraudulent and the Committee's failure to prove the Debtor's use of a housekeeper and masseuse were excessive constitute unusual circumstances. The Court does not find the Debtor's argument compelling. This is more of an argument against finding cause than it is an argument in favor of special circumstances warranting ignoring that cause. Judge Barnes says, "The Plan has been fatally flawed since its inception due to the fault disclosures, deficient plans and incomplete schedules. But that pales in comparison to the Debtor's apparent use of the Plan to further his nonbankruptcy litigation agenda. The assertion that the Debtor has been operating in bad faith is well supported. Cause exists for dismissal or conversion." Motion to Appoint Chapter 11 Trustee The U.S. Trustee's Motion to Appoint serves to underscore that the Debtor's actions in this case constitute cause for conversion or dismissal and that the bankruptcy filing was done in bad faith, Judge Barnes says. The Court finds that appointment of a chapter 11 trustee is in the best interests of the estate and the creditors. According to Judge Barnes, "A chapter 11 trustee will be able to provide more options to move forward and will be better suited to protect the creditors. With more flexibility, the chapter 11 trustee may be able to propose a confirmable plan if appropriate, execute a liquidation plan, and even propose conversion to chapter 7 or dismissal, if necessary. By so ordering, the Motion to Convert which would otherwise be granted, will be rendered moot." A copy of the Court's decision dated September 5, 2024, is available at https://urlcurt.com/u?l=pEQ9ZT About Marshall Spiegel Marshall Spiegel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-21625) on Dec. 16, 2020. The Debtor is represented by David Lloyd, Esq. MEIER'S WINE: Committee Taps Berkeley Research as Financial Advisor ------------------------------------------------------------------- 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 Berkeley Research Group, LLC as financial advisor. The firm will provide these services: a) develop strategies to maximize recoveries from the Debtors' assets and advise and assist the Committee with such strategies, including development of recovery models for use by the unsecured creditors; b) monitor liquidity and cash flows throughout the Chapter 11 Cases and scrutinize cash disbursements and capital requirements, including, but not limited to, critical vendor payments and other payments permitted pursuant to first day motions; c) develop and issue periodic monitoring reports to enable the Committee to effectively evaluate the Debtors' performance relative to projections and any relevant operational issues, including liquidity, any 363-sale processes, any sales of equity or debt securities / capital raise and subsequent wind-down activities on an ongoing basis; d) advise and assist the Committee in its analysis and monitoring of the historical, current and projected financial affairs of the Debtors, including, schedules of assets and liabilities, statement of financial affairs, and monthly operating reports; e) advise and assist the Committee with respect to any debtor-in-possession financing arrangements and/or use of cash collateral including evaluation of asserted liens thereon; f) analyze both historical and ongoing intercompany and/or related party transactions and or material unusual transactions of the Debtors and non-Debtor affiliates. Such analysis to include developing an oversight protocol with the Debtors' advisors to closely monitor such transactions to prevent value leakage; g) advise and assist the Committee in its assessment of the Debtors' employee needs and related costs, including any recent (including prepetition) employee bonuses or retention payments and any proposed employee bonuses such as any proposed Key Employee Incentive Plan or Key Employee Retention Plan for the Debtors' insiders and employees, and providing expert testimony related thereto; h) evaluate the Debtors' and non-Debtors' business plan/operational restructuring and product/ service forecasts, including the impact of industry trends, customer programs, and their impact on actual and forecasted financial results as well as monitoring the implementation of related strategic initiatives; i) prepare valuations of the Debtors' assets, including the value of equity of any consolidated and/or publicly traded subsidiary; j) identify and develop strategies related to the Debtors' intellectual property; k) advise and assist the Committee in reviewing and evaluating any court motions (including any assumption or rejection motions or objections thereto), applications, or other forms of relief filed or to be filed by the Debtors, or any other parties-in-interest; l) advise and assist the Committee and Counsel in their review of any potential prepetition liens of secured parties; m) advise the Committee with respect to any potential preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders and/or third parties and assist with any investigations related to such matters as required; n) identify and asses the value of unencumbered assets; o) as appropriate and in concert with the Committee's other professionals, analyze and monitor any sale processes and transactions both within and outside the U.S. and assess the reasonableness of the process and the consideration received; p) assist with the development and review of a cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; q) monitor the Debtors' claims management process, including analyzing guarantees and claims by entity and preparing related summaries; r) review and provide analysis of any bankruptcy plan and disclosure statement relating to the Debtors including, if applicable, the development and analysis of any bankruptcy plans proposed by the Committee to assess their achievability; s) attend Committee meetings, court hearings, and auctions as may be required; t) work with the Debtors' tax advisors to ensure that any restructuring or sale transaction is structured to minimize tax liabilities to the estate as well as assist with the review of any tax issues associated with, for example, claims/stock trading, preservation of net operating losses, and refunds from any plan of reorganization and/or asset sales; u) work with the Debtors' financial advisor and investment banker on matters outlined above, as necessary; v) analyze the Debtors operating results and liquidity for its operations outside the U.S.; and w) provide other services as may be requested from time to time by the Committee and its Counsel, consistent with the role of a financial advisor including rendering expert testimony, issuing expert reports and/or preparing for litigation, valuation and/or forensic analyses that have not yet been identified but may be requested from time to time by the Committee and its Counsel. BRG's standard hourly rates are as follows: Managing Directors $1,095 - $1,325 Associate Directors & Directors $865 - $1,050 Professional Staff $420 - $850 Support Staff $175 - $375 In addition, the firm will seek reimbursement for expenses incurred. David Galfus, managing director at Berkeley Research Group, 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: David Galfus Berkeley Research Group, LLC 250 Pehle Avenue, Suite 301 Saddle Brook, NJ 07663 Telephone: (201) 587-7100 Facsimile: (201) 587-7102 Email: dgalfus@thinkbrg.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. MINESEN COMPANY: Court OKs $372,944 Fee for Chapter 11 Trustee -------------------------------------------------------------- Judge Robert J. Faris of the United States Bankruptcy Court for the District of Hawaii approved the fifth and final application of Dane S. Field, chapter 11 trustee of The Minesen Company, for compensation. Field seeks a final allowance of compensation in the amount of $335,663.11 and expenses of $2,730.24 for a total of $338,393.35. Minesen and Pangolin object. 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. Section 326(a) of the Bankruptcy Code says the court may allow to the trustee "reasonable compensation under section 330 . . . not to exceed" specified percentages of "all moneys disbursed or turned over in the case by the trustee to parties in interest, excluding the debtor, but including holders of secured claims." This section means that the percentage is a cap on the compensation that the court can award to a trustee. The objectors argue that the trustee has incorrectly calculated the cap. First, they claim that the trustee's professionals are not "parties in interest" within the meaning of section 326(a), so disbursements of their compensation and reimbursement are not included when computing the cap. The Court disagrees. Judge Faris says, "A person with a right to payment from the estate is a party in interest, whether that right arose before or after the bankruptcy case was commenced. Professionals have rights to compensation under section 330, and those rights are treated as administrative claims under section 503(b)(2). Thus, they are parties in interest." The objectors contend that payments to postpetition trade creditors do not count towards the trustee's compensation cap because the trade creditors are not parties in interest. According to Judge Faris, "This argument makes no sense. Vendors and others who extend credit to a chapter 11 debtor or trustee in the ordinary course of business have administrative claims under section 503(b)(1). Their right to payment means that they are directly affected by the bankruptcy case and are therefore parties in interest." The objectors contend that payments made by the hotel management company retained by the trustee, and the plan disbursing agent are not "moneys disbursed or turned over in the case by the trustee." Judge Faris says, "I disagree. It should not matter whether the trustee cuts the checks himself or relies on an agent." Judge Faris concludes that the trustee has correctly computed that the cap on his compensation is $335,663.11. The objectors contend that the trustee has not adequately justified a rate of $400 per hour. According to Judge Faris, "Based on my experience in many bankruptcy cases over twenty-two years on the bench and my knowledge of this case from its inception, $400 per hour is a reasonable rate for the trustee, considering the complexity and difficulty of the trustee's assignment and all other relevant factors." The objectors argue that the trustee should have filed a plan before the objectors did so. Judge Faris says, "This objection borders on the frivolous. No confirmable plan was possible in this case until Minesen assumed its contracts with MWR, because without those contracts Minesen had no business to reorganize." The objectors argue that the court should reduce the trustee's compensation because, for a time, he did not pay the correct amount of the transient accommodation tax and Oahu transient accommodation tax. According to Judge Faris, "The trustee's conduct was well within the applicable standard. The trustee allowed the hotel staff to continue reporting and paying TAT and OTAT as they had done under Minesen's direction for many years without any complaint from the taxing authorities. This was reasonable, and the trustee's prompt reaction when he learned of the error was commendable." The objectors claim that under Baker Botts L.L.P. v. ASARCO LLC, 576 U.S. 121, 124 (2015), the trustee will not be able to recover its attorney fees for defending his fee application. 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. But in this case, the confirmed plan, as a binding contract between all the parties in the current dispute, supplants the American Rule, the Court states. The plan (proposed by the objectors) requires the reorganized debtor to indemnify the trustee and his professionals "against any claim, demand, or cause of action that is barred by the exculpation and release provisions of this Plan[.]" The trustee is an exculpated party. 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. Thus, the trustee will be entitled to reasonable fees for defending his fee application, the Court concludes. Judge Faris says, "Accordingly, I find and conclude that $372,944 represents reasonable compensation and $2,730.24 represents reasonable reimbursement of actual, necessary expenses for the trustee. Due to the operation of the statutory cap on the trustee's compensation, I will allow compensation of $335,663.11 plus $2,730.24 of expense reimbursement." A copy of the Court's decision dated September 11, 2024, is available at https://urlcurt.com/u?l=FfDTRT 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. MONTE JOHNSTON: Case Summary & Eight Unsecured Creditors -------------------------------------------------------- Debtor: Monte Johnston Building Contractor, LLC 1114 Loving Hwy Graham, TX 76450 Business Description: The Debtor is a full service residential & commercial construction company. Chapter 11 Petition Date: September 19, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-70274 Judge: Hon. Scott W Everett Debtor's Counsel: Robert C. Lane, Esq. THE LANE LAW FIRM 1555 State St. Salem OR 97301 Tel: (713) 595-8200 Email: notifications@lanelaw.com Total Assets: $429,251 Total Debts: $1,176,029 The petition was signed by Monty Johnston as president. A copy of the Debtor's list of eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JJMHSOI/Monte_Johnston_Building_Contractor__txnbke-24-70274__0001.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JJMHSOI/Monte_Johnston_Building_Contractor__txnbke-24-70274__0001.0.pdf?mcid=tGE4TAMA MOUNTAIN DUE: Seeks to Tap Asterion as Chief Restructuring Officer ------------------------------------------------------------------ Mountain Due, LLC, doing business as The Melting Pot Bethlehem, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennylvania to employ Asterion, Inc. as its chief restructuring officer. The firm will render these services: (a) review managements summaries of costs and revenues; (b) validate the costs as summarized using direct testing and analytical review procedures; (c) determine cash flow positions at selected time intervals; (d) assist the Debtor in determining required levels of working capital; (e) assist the Debtor in the development of a restructuring plan; (f) perform other tasks as appropriate and as may be requested by the Debtor; and (g) verify that financial statements are being prepared currently and that payroll tax return and required payroll tax deposit are current. The hourly rates of the firm's professionals are as follows: Principals and Managing Directors $300 - $550 Consultants $225 - $345 Associates and Staff $100 - $220 Howard Cohen, CPA $400 Mr. Cohen 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: Howard Cohen, CPA Asterion Inc. 1617 Jfk Blvd., Ste. 1040 Philadelphia, PA 19103 Telephone: (215) 893-9901 About Mountain Due Mountain Due, LLC is a Tampa-based fondue franchise with multiple restaurants across the U.S. Mountain Due sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-11987) on June 10, 2024. In the petition signed by Christopher McCarthy, vice president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Patricia M. Mayer oversees the case. The Debtor tapped Albert A. Ciardi, III, Esq., at Ciardi Ciardi and Astin as legal counsel and Asterion, Inc. as chief restructuring officer. NATURALSHRIMP INC: To Continue Lender Talks Over Litigation ----------------------------------------------------------- NaturalShrimp, Inc., a Biotechnology Aquaculture Company that has developed and patented the first seafood-focused commercially operational RAS (Recirculating Aquaculture System), announced that, despite recent litigation, it has entered into discussions with Streeterville Capital, LLC to resolve current issues, including the litigation, and to continue growing and expanding the production of the Company's sushi grade shrimp. Notwithstanding the litigation in Utah, the principals of both the Company and Streeterville seek a resolution that works for both companies. In this respect, prior to the filing of the lawsuit, representatives of Streeterville toured the Company's Webster City Facilities in Iowa and were impressed enough by the technology and the work of the Company's employees that Streeterville agreed to and did enter into a Line of Credit Agreement totaling up to $500,000. Since the initial funding under the Line of Credit, Streeterville has continued to advance funds to NaturalShrimp to cover operational costs. Rather than shutting down its operations in response to the litigation or seeking protection under U.S. Bankruptcy Laws, Gerald Easterling stated that a better alternative is to continue seeking an amenable solution with Streeterville. Over the long term, the Company seeks to increase its production, grow its shrimp and expand its operations and ultimately uplist to a national exchange. About NaturalShrimp Headquartered in Dallas, Texas, NaturalShrimp, Inc. -- http://www.naturalshrimp.com/-- is an aquaculture technology company that has developed proprietary, patented platform technologies to allow for the production of aquatic species in an ecologically-controlled, high-density, low-cost environment, and in fully contained and independent production facilities without the use of antibiotics or toxic chemicals. NaturalShrimp owns and operates indoor recirculating Pacific White shrimp production facilities in Texas and Iowa using these technologies. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2015, issued a "going concern" qualification in its report dated July 17, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. NEWFOLD DIGITAL: Moody's Alters Outlook on 'B3' CFR to Stable ------------------------------------------------------------- Moody's Ratings affirmed Newfold Digital Holdings Group, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured first lien notes and senior secured first lien bank credit facility rating and Caa2 senior unsecured rating. Moody's also assigned a B2 senior secured first lien revolving credit facility rating. The outlook was revised to stable from positive. Newfold provides internet domain name registrations, web hosting and website building tools to small and mid-sized businesses. The rating affirmations and outlook change to stable from positive were based on Moody's expectations for slower revenue growth and limited margin improvement over the next 12-18 months, resulting in debt to EBITDA leverage remaining about 7.0x. Revenue growth has been flat over the past several quarters and below Moody's previous expectations for growth. Profit margins will remain stable as the company will need to spend on sales and marketing to acquire and maintain the customer base, thus limiting potential margin improvement. Moody's expect the company to maintain good liquidity, featuring free cash flow to debt in a low single-digit percentage range in 2024 and 2025. RATINGS RATIONALE The B3 CFR reflects the company's high financial leverage and the potential for further debt funded acquisitions that may impact Newfold's deleveraging path, cyclicality due to exposure to the small and medium business ("SMB") market where businesses tend to be less resilient to economic cycles and risks from operating in a highly competitive market that has low barriers to entry. Debt to EBITDA leverage for the 12-month period ending June 30, 2024 was 7.3x. Moody's treat capitalized software development costs as an expense in the calculation of leverage. Moody's expect debt-to-EBITDA leverage to decline to about 7.0x by the end of 2024. EBITDA margins are strong; Moody's expect it to remain in the 35% area. The rating also reflects Newfold's position as one of the largest global providers of web presence solutions, a highly diversified revenue base with more than 7 million paid-subscribers, the mission-critical nature of the company's offerings that service small and medium sized businesses, a largely recurring and predictable revenue base underpinned by annual contracts with auto-renew options, and strong customer retention rates. Newfold owns several established brands within the web presence services space that includes Web.com and Bluehost. The web presence services industry is fragmented with a large number of competitors in each of the product categories where Newfold operates. Newfold differentiates itself by being a provider of scale for most of the needs of its customers that are looking to build an online presence. Due to the essential nature of web hosting and domain registration solutions for customers along with limited ability to increase pricing, product cross sells, yield management and customer acquisition, are all important drivers of Newfold's business strategy and earnings growth. Moody's believe that there is stability in the long-term outlook for the web presence services sector. Factors driving demand for services that Newfold provides includes a stable to growing number of SMB businesses, the need to increase web presence in a simplified manner, grow e-commerce capabilities and availability of support when needed. Newfold's adequate liquidity profile is supported by Moody's expectation that the company will generate free cash flow and will maintain a healthy cash balance of around $100 million. The company's $380 million revolver had $155 million of availability as of June 30, 2024. There are no financial maintenance covenants under the term loan, but the revolver is subject to a springing maximum first lien leverage ratio (as defined in the facility agreement) of 7.1x if the amount drawn exceeds more than 35% of the revolving credit facility. The covenant is being tested given the drawn amount. Moody's expect the company will maintain covenant compliance over the next 12-15 months. The revolver matures in February 2026; if the company is unable to extend the maturity of the revolver or refinance, liquidity will be weakened, pressuring the B3 CFR. The debt capital structure includes the senior secured first lien credit facilities, that includes the $380 million revolver due February 2026 and $2.3 billion term loan due February 2028, the $515 million 11.75% senior secured first lien notes due October 2028 and $500 million 6% senior unsecured notes due February 2029. Newfold's senior secured first lien credit facility (revolver and term loan) is rated B2, which is one notch higher than the company's B3 CFR, reflecting the moderate amount of junior support in the capital structure, in the form of unsecured debt and other non-debt obligations. The $515 million senior secured first lien notes are also rated B2, reflecting the pari passu nature of the notes with respect to the credit facilities and also benefits from the support from junior capital. The Caa2 senior unsecured notes rating is two notches lower than the company's B3 CFR, reflecting the notes' effective subordination to the revolvers, term loans and secured notes. The unsecured notes are guaranteed on a senior unsecured basis by the holdings and the borrower's direct and indirect, existing and future, wholly-owned domestic subsidiaries. The stable outlook reflects Moody's expectations for debt to EBITDA to remain around 7.0x over the next 12-18 months, revenue growth in a low-single-digit percentage range, stable EBITDA margins of around 35% and free cash flow to debt in a low-to-mid-single digit percentage range. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: i) Newfold achieves a steady increase in revenue that would indicate continued demand for its services or an increase in market share, ii) profit margins improve, indicating success in cross-selling while controlling costs, iii) free cash flow to debt is sustained in at least the mid-single-digit area; and iv) debt-to-EBITDA is maintained below 6.5x. The ratings could be downgraded if there is: i) weak topline growth or profit margin compression, ii) little or no free cash flow generation, iii) debt-to-EBITDA remains elevated; or, iv) liquidity deteriorates for any other reason. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Newfold Digital Holdings Group, Inc. is a provider of internet domain name registrations, web hosting and website building tools to small businesses. The company has a portfolio of web services brands, which include Bluehost, Network Solutions, and Web.com as well as other regional and complementary brands. The company is majority owned by affiliates of private equity sponsors Clearlake and Siris. Moody's project annual revenue of around $1.4 billion in 2024. OCEANVIEW BEACH: Hires Law Firm of Robert M. Yaspan as Counsel -------------------------------------------------------------- Oceanview Beach Apartments 2018, L.P. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Firm of Robert M. Yaspan as counsel. The firm's services include: (a) negotiating with creditors of the Debtor; (b) assisting the Debtor in the negotiations, confirmation and implementation of its plan of reorganization under Chapter 11; (c) preparing the Debtor's schedule of current income and current expenses, statement of financial affairs, statement of all liabilities, and statement of all property. (d) preparing pleadings, attending court hearings, and working with the various parties interested in the case; (e) giving the Debtor legal advice with respect to its powers and duties in the continued operation of the management of its property; (f) preparing reports and legal papers; and (g) performing all other necessary legal services for the Debtor except those that normally require the attention of special counsel. The firm will be paid at the rate of: Robert M. Yaspan, Esq. $595 per hour Attorneys $475 per hour Paralegals and Staff $110 - $240 per hour The firm received a retainer in the amount of $27,800. Robert Yaspan, Esq., a partner at Law Offices of Robert M. Yaspan, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert M. Yaspan, Esq. Law Offices of Robert M. Yaspan 21700 Oxnard Street, Suite 1750 Woodland Hills, CA 91367 Tel: (818) 905-7711 Fax: (818) 501-7711 Email: ryaspan@yaspanlaw.com About Oceanview Beach Apartments 2018, L.P. Oceanview Beach Apartments 2018 L.P. is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The Debtor is the fee simple owner of a real property located at 1273 Belridge Street, Oceano CA 93445 valued at $4.95 million. Oceanview Beach Apartments 2018 L.P. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10746) on July 3, 2024. In the petition signed by James Harris, as Trustee, Pismo Oceano Management Trust, General Partner, the Debtor reports total assets of $4,950,117 and total liabilities of $2,758,980. Honorable Bankruptcy Judge Ronald A. Clifford III oversees the case. The Debtor is represented by Robert M. Yaspan, Esq. of the LAW OFFICES OF ROBERT M. YASPAN. OMNIQ CORP: Secures Over $1MM in New Orders From Bioscience Partner ------------------------------------------------------------------- OMNIQ Corp. announced the receipt of new purchase orders totaling over $1 million from a long-term bioscience customer with whom it has maintained a strategic partnership for over two decades. These orders represent the latest phase in the customer's technological refresh, including the replacement of legacy equipment and the introduction of cutting-edge scanning technology. This development underscores OMNIQ's continuing commitment to providing innovative solutions tailored to the evolving needs of its clients in the bioscience sector. The recent purchase includes the deployment of advanced scanners designed to enhance operational efficiency and accuracy, aligning with the customer's focus on staying at the forefront of bioscience innovation. In addition to refreshing equipment, the customer has seen notable growth, requiring them to purchase additional units. Shai Lustgarten, CEO of OMNIQ, commented, "We are honored by the continued trust and confidence placed in us by our long-standing partner. This significant purchase order highlights the strength of our 20-year relationship and our commitment to delivering state-of-the-art technologies that support the critical work of the bioscience industry. As our partner embarks on a new phase of innovation, we are proud to contribute to their success with advanced scanning solutions." OMNIQ's AI-driven products and solutions have a proven track record in optimizing operational processes across a variety of industries, including healthcare, logistics, and bioscience. The newly introduced equipment will provide the bioscience company with enhanced data capture capabilities, greater accuracy, and increased processing speeds—critical factors in maintaining high performance and regulatory compliance in the bioscience sector. Highlights: * Follows a $2.5 Million Purchase Order from a Major Retail Chain: Reinforcing OMNIQ's role in transforming retail operations with innovative AI-driven solutions. * 20-Year Partnership Milestone: These orders underscore the continuation of a two-decade-long relationship with a key bioscience customer. * Strategic Collaborations with Ingenico and SHVA: This announcement builds on recent agreements with new partners, enhancing OMNIQ's global footprint and technological offerings. About Omniq omniQ Corporation -- www.omniq.com -- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver real time object identification, tracking, surveillance and monitoring for the Supply Chain Management, Public Safety, and Traffic Management applications. The technology and services provided by the Company help clients move people, objects and manage big data safely and securely through airports, warehouses, schools, and national borders and in many other applications and environments. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a deficit in stockholders' equity and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. Omniq reported a net loss of $29.43 million for the year ended Dec. 31, 2023, compared to a net loss of $13.61 million for the year ended Dec. 31, 2022. As of June 30, 2024, OMNIQ had $42.62 million in total assets, $80.97 million in total liabilities, and $38.36 million in total stockholders' deficit. ORGANON & CO: S&P Alters Outlook to Negative, Affirms 'BB' ICR -------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on specialty pharmaceutical company Organon Inc., including the 'BB' issuer credit rating, and revised the outlook to negative from stable. The negative outlook reflects S&P's expectation that the company will be increasingly acquisitive, as it seeks to diversify its portfolio and deepen its pipeline ahead of its 2027 patent expiration on its lead product, Nexplanon, resulting in adjusted net leverage potentially above 4x. The acquisition delays Organon's de-leveraging plans. S&P said, "While Organon's operating performance has been steady, the company's adjusted net debt leverage has been elevated, at 4.9x as of June 30, 2024, above our 4x downside trigger. Higher-than-expected one-time costs related to the 2021 spin-off from Merck & Co. Inc. and increased spending on selling, general, and administrative (SG&A) costs and R&D to support the pipeline pressured EBITDA margins through 2023, which declined to around 27% from 35% in 2021. Free operating cash flow (FOCF) generation was also weaker than expected due to the nonrecurring expenses. We expect margins to improve as these nonrecurring charges dissipate. EBITDA margins have already improved to the 31% area and we project adjusted net leverage to decline. The announced acquisition delays Organon's de-leveraging plans, though we believe the company could still be able to de-lever to under 4x by end of 2025. However, we also believe the company will remain active on the acquisition front, with further acquisitions possibly further delaying de-levering and net leverage remaining above 4x longer term." Acquisitions remain critical to Organon's strategy. The acquisition of Dermavant adds its lead product, VTAMA cream, a once-daily steroid-free topical treatment for mild, moderate, and severe plaque psoriasis to Organon's portfolio. VTAMA is also currently at the FDA for a supplemental new drug approval for atopic dermatitis, with a decision expected by end of 2024. Organon's key challenge over the next several years remains adding newer products to its portfolio as well as expanding its women's health and biosimilar businesses to offset the competitive headwinds faced by the mature branded generics portfolio. With limited pipeline opportunities, Organon relies heavily on outright product acquisitions and collaborations to grow its women's health and biosimilar franchises. Given Organon's unproven track record of successfully acquiring attractive assets and launching new products, S&P views this strategy as somewhat risky, but needed. However, if the company is overly aggressive in its efforts to supplement its pipeline, it could cause leverage to remain elevated above our 4x downgrade threshold for an extended period. S&P said, "We expect operating performance to improve near term as one-time costs fall away.We project Organon's operating performance to continue to improve, as sales remain steady and margins increase to the 31%-32% area as nonrecurring stand-up costs decline. We expect low-single-digit percent revenue growth over the next several years, as gains in women's health and biosimilars segments more than offset moderation in the established brands business. The company's main growth drivers--Nexplanon and biosimilars--should grow in the high-single-digit to low-double-digit percent area this year, but the global fertility business should be roughly flat due to the slowdown in China. "Cash flows remain steady. In the near term, we expect steady cash flow from growth in its women's health business and premium pricing in its established brand portfolio. We think the established brands segment will provide solid cash flows, as emerging markets frequently regard branded products as safer and more effective than alternatives. In addition, we expect Organon to use the FOCF it generates to build a pipeline of multiple products to sustain growth, generally offsetting the steady gross profit erosion of the mature, established brands' business due to competitive pressure, ahead of the loss of exclusivity of its top product Nexplanon in 2027. We expect FOCF to recover to around $1 billion from $671 million in 2021 as one-time stand-up costs dissipate, that should support deleveraging to under 4x, despite around $300 million of dividends. "Our negative outlook reflects our expectation that while S&P Global Ratings-adjusted net leverage should still be below our 4x ratings downside trigger by the end of 2025, we believe the company would likely remain active on the acquisition front as it seeks to further build its portfolio and product pipeline. Potential further M&A, along with possible operating shortfalls, could result in the company's adjusted leverage remaining above 4x for an extended period as the company approaches its 2027 patent expiration on its lead product, Nexplanon. "We could lower the rating if we expect debt to EBITDA to remain 4x-5x over the next 12 to 18 months. This could occur from a combination of more aggressive than expected acquisition activity, accelerated sales deterioration of established products, or one-time stand-up costs failing to moderate, further pressuring margins. "We could revise the outlook to stable if adjusted debt to EBITDA decreases below 4x, M&A activity remains moderate, and issues surrounding the upcoming 2027 patent expiration on Nexplanon is mitigated by a deeper branded product portfolio and pipeline." PARK VIEW: Seeks to Hire Bayard P.A. as Co-Counsel -------------------------------------------------- Park View APT, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Bayard, P.A. as co-counsel. The firm's services include: a. assisting the Debtor with preparation of all applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtor's estate; b. negotiating, drafting, pursuing, and assisting the Debtor in its preparation of all documents, reports, and papers necessary for the administration of this Case; c. providing legal advice with respect to the powers and duties of the Debtor as debtor in possession in this Case in the continued operation of its business and management of its property, including with respect to a potential sale of the Debtor's assets; d. appearing in court and protecting the interests of the Debtor before the Court in its capacity as bankruptcy co-counsel; e. attending meetings and negotiating with representatives of creditors, the U.S. Trustee, and other parties in interest; f. performing all other legal services for the Debtor which may be necessary and proper in this proceeding including, but not limited to, advice in areas such as bankruptcy law, corporate law, corporate governance, employment, transactional, litigation, intellectual property, and other issues to the Debtor in connection with the Debtor's ongoing business operations. g. performing all other services as may be required or deemed necessary and in the best interests of the Debtor and its estate in this Case. The firm will be paid at these rates: Ericka F. Johnson $795 per hour Steven D. Adler $525 per hour Rebecca Hudson (paralegal) $350 per hour The firm received from the Debtor a retainer of $24,645 from the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ericka F. Johnson, Esq., a partner at Bayard, 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: Ericka F. Johnson, Esq. Bayard P.A. 600 N. King St. Suite 400 Wilmington, DE 19801 Tel: (302) 429-4275 Fax: (302) 658-6395 Email: ejohnson@bayardlaw.com About Park View APT, LLC Park View Apt LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Park View Apt LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11663) on August 6, 2024. In the petition filed by Houshang Neyssani, as sole member and manager, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Honorable Bankruptcy Judge Laurie Selber Silverstein handles the case. The Debtor is represented by BAYARD, P.A., led by Ericka F. Johnson, and Stven D. Adlder. PARK VIEW: Seeks to Hire Till Law Group as Counsel -------------------------------------------------- Park View Apt, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Till Law Group as counsel. The firm's services include: a. assisting the Debtor with preparation of all applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtor's estate; b. negotiating, drafting, pursuing, and assisting the Debtor in its preparation of all documents, reports, and papers necessary for the administration of this Case; c. providing legal advice with respect to the powers and duties of the Debtor as debtor in possession in this Case in the continued operation of its business and management of its property, including with respect to a potential sale of the Debtor's assets; d. appearing in court as needed or required as pro hac vice counsel to protecting the interests of the Debtor before the Court in its capacity as non-local general bankruptcy counsel; e. attending meetings and negotiating, as non-local general bankruptcy counsel, with representatives of creditors, the U.S. Trustee, and other parties in interest; and f. performing all other legal services for the Debtor which may be necessary and proper in this proceeding including, but not limited to, advice in areas such as bankruptcy law, corporate law, corporate governance, employment, transactional, litigation, intellectual property, and other issues to the Debtor in connection with the Debtor's ongoing business operations. The firm will be paid at these rates: James E. Till $795 per hour John P. Schafer $750 per hour Martha Araki (paralegal) $325 per hour Myrtle John (paralegal) $350 per hour The firm received from the Debtor a retainer of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James Till, Esq., a partner at Till Law Group, assured the court that his firm is a "disinterested person" within the meaning of Section 101(14). The firm can be reached through: James E. Till, Esq. Till Law Group 120 Newport Center Drive Newport Beach, CA 92660 Telephone: (949) 524-4999 Email: james.till@till-lawgroup.com About Park View Apt, LLC Park View Apt LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Park View Apt LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11663) on August 6, 2024. In the petition filed by Houshang Neyssani, as sole member and manager, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Honorable Bankruptcy Judge Laurie Selber Silverstein handles the case. The Debtor is represented by BAYARD, P.A., led by Ericka F. Johnson, and Stven D. Adlder. POWER REIT: Axonic Capital, Clayton DeGiacinto Own 5.4% Stake ------------------------------------------------------------- Axonic Capital LLC and Clayton DeGiacinto, in his capacity as managing member of Axonic Capital, disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of September 9, 2024, they beneficially owned 183,497 shares of Power REIT's common shares, representing 5.4% of the shares outstanding, calculated based on 3,389,961 outstanding Common Shares as of August 26, 2024, as reported in the Power REIT's Definitive Proxy Statement filed with the SEC on August 30, 2024. On September 9, 2024, Axonic Capital entered into a mutual nondisclosure agreement with Power REIT to facilitate discussions with Power REIT. The Mutual Nondisclosure Agreement contains standard provisions relating to the nondisclosure of certain confidential information, subject to certain exceptions. The Mutual Nondisclosure Agreement includes, among other things, a customary standstill provision that will remain in effect until July 31, 2025. The terms of the Standstill Provision provide, among other things, that during the Standstill Term, Axonic Capital will not, and will not encourage or assist others to, acquire or offer, seek, propose or agree to acquire, directly or indirectly, by purchase or otherwise, (A) any shares of Power REIT's Series A Cumulative Redeemable Perpetual Preferred Stock or (B) in excess of a specified percentage, the outstanding common shares, $0.001 par value per share, of Power REIT. The Standstill Provision also prohibits Axonic Capital from publicly proposing or disclosing an intent to propose any form of extraordinary transaction relating to Power REIT, participating in any solicitation of proxies to vote the securities of Power REIT, participating in a "group" within the meaning of Section 13(d)(3) of the Act with respect to any voting securities of Power REIT, entering into discussions, negotiations, arrangements or understandings with third parties (other than Power REIT or its representatives) with respect to the foregoing and acting, alone or in concert with others, to seek control of the management or Board of Power REIT. The Standstill Term automatically terminates under certain circumstances, including in the event Power REIT becomes insolvent, enters into a debt restructuring transaction with Axonic Capital or its affiliates, or fails to remain qualified as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. The Mutual Nondisclosure Agreement also contains a customary mutual non-disparagement provision lasting for the term of the Mutual Nondisclosure Agreement. A full-text copy of Axonic Capital's SEC Report is available at: https://tinyurl.com/2vcrwrxn About Power REIT Old Bethpage, N.Y.-based Power REIT is a Maryland-domiciled, internally-managed real estate investment trust that owns a portfolio of real estate assets related to transportation, energy infrastructure, and Controlled Environment Agriculture in the United States. As of June 30, 2024, Power REIT had $49,789,487 in total assets, $39,834,459 in total liabilities, $9,632,402 of Series A 7.75% cumulative redeemable perpetual preferred stock, and $322,626 in total stockholders' equity. Going Concern The Company cautioned in a Form 10-Q Report for the quarterly period ended March 31, 2024, that there is substantial doubt as to its ability to continue as a going concern as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue, and increased property expenses related to the greenhouse portfolio. The Greenhouse Loan is in default and the subject of litigation. Power REIT continues to try to work with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT, which means that in the event it cannot resolve issues with the lender, and they foreclose on the properties, Power REIT should be able to continue as a going concern, albeit with a smaller portfolio of assets. In addition, it is possible the Greenhouse Loan will lead to distressed sales, including possibly through foreclosures, which would have a negative impact on its prospects. A forbearance agreement with the lender for the Greenhouse Loan was effective on May 10, 2024, which provides additional time to retire the loan. The expiration date of the forbearance agreement is September 30, 2024. "There can be no assurance that our efforts to sell, re-lease, or recapitalize the assets secured by the Greenhouse Loan will ultimately retire the loan per the requirements of the forbearance agreement," the Trust said. PRIVATE ANIMAL CARE: Case Summary & Seven Unsecured Creditors ------------------------------------------------------------- Debtor: Private Animal Care Veterinary Corporation 19525 Ventura Blvd. Tarzana, CA 91356 Business Description: The Debtor provides veterinary mobile medicine, holistic wellness and pet resources for dogs, cats, horses, birds, reptiles, pocket pets and more. Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11564 Judge: Hon. Victoria S Kaufman Debtor's Counsel: Susan K. Seflin, Esq. BG LAW LLP 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Tel: (818) 827-9000 Fax: (818) 827-9099 Email: sseflin@bg.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Krystal J. Burns as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/33F3WBY/Private_Animal_Care_Veterinary__cacbke-24-11564__0001.0.pdf?mcid=tGE4TAMA QUICK SERVE: Seeks Court Approval to Use Cash Collateral -------------------------------------------------------- Quick Serve, LLC, asks the U.S. Bankruptcy Court for the District of New Hampshire for authority to use cash collateral, to cover operational expenses and ensure business continuity during its reorganization process. Quick Serve, LLC, projects receipts of $575,050 and seeks to spend a maximum of $482,189, leaving $41,071 in projected cash at the end of the term. Quick Serve, LLC, seeks cash access from November 1, 2024 to January 31, 2025. The Debtor's proposed budget outlines essential expenditures, including costs necessary for payroll, inventory, and other operational expenses. In addition to these costs, the Debtor plans to make monthly adequate protection payments to its lienholders, including: $500 to Rockingham County Economic Development Corporation (REDC); $666.13 to Enterprise Bank; and $444.08 to the United States Small Business Administration (SBA). The Debtor also proposes to maintain insurance on the collateral. The Debtor emphasizes that without cash collateral, it risks failing to operate effectively, losing employees and customers, and ultimately harming creditors. The business' value is considered higher in reorganization than liquidation, the Debtor points out. With a projected ending cash balance of $41,071 at the end of the use period, the Debtor is confident in its ability to meet its financial obligations and work towards a viable restructuring plan for the benefit of its creditors. About Quick Serve, LLC Quick Serve LLC -- https://www.thebeachplum.net/reviews -- doing business as The Beach Plum, is a seasonal store located in The Old Firehouse on the historic village green of Fishers Island, New York. Quick Serve LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Banker. D.N.H. Case No. 24-10518) on July 30, 2024. In the petition filed by Robert Lee, as member and manager, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 740 Chestnut Street Manchester, NH 03104 Tel: 603-621-0833 Fax: 603-621-0830 E-mail: bgannon@gannonlawfirm.com RELIABLE HEALTHCARE: Available Cash & Future Cash Flow to Fund Plan ------------------------------------------------------------------- Reliable Healthcare Logistics, LLC, filed with the U.S. Bankruptcy Court for the Western District of Tennessee a Disclosure Statement describing Chapter 11 Plan dated August 16, 2024. The Debtor or RHL is a Delaware corporation, is engaged in providing third party logistics services to customers in the healthcare industry, including, but not limited to manufacturers and distributors of pharmaceuticals and durable healthcare supplies and equipment. RHL's headquarters are based in Memphis, Tennessee and it operates its business at five warehouses located in Sugarland, Texas, Boca Raton, Florida, Pompano Beach Florida and Lockbourne, Ohio and Dayton, New Jersey. RHL was formed on March 4, 2022 for the purpose of entering into an interim management agreement with Woodfield Distribution, LLC, pending negotiations with WD for RHL to acquire WD's assets. Due to significant operating losses in 2023, the Debtor fell behind in making its monthly rent payments to its landlords. This resulted in default letters from landlords, threatened litigation and, in one case, termination of its lease in Reno, Nevada. It is anticipated that all of the Debtor's current officers will continue in their current position as part of the reorganized Debtor. Except as otherwise provided in the Plan, RH Investments will retain its ownership interest in the reorganized Debtor. The Debtor believes that the interests of creditors will be best served if the Plan is approved and payments to creditors are made in accordance with the Plan. Class 10 consists of all allowed General Unsecured Non-Priority Claims who have not been provided for in another class, including, but not limited to, pre-petition trade creditors, unsecured creditors whose claims are listed in the Debtor's schedules but are not listed as disputed, contingent, or unliquidated and unsecured creditors who have filed proofs of claim for which no objections have been filed. Class 10 claims aggregate approximately $9,804,301.54. The Debtor reserves the right to object to any claim. Class 10 creditors, along with allowed Class 6,7, and 8 claims, shall receive quarterly pro rata payments from the Debtor's net cash flow and/or sale of assets. Such payments will commence the first quarter following satisfaction of rent arrearages owed to Classes 1 through 4 and after ongoing rent arrearage payments to Class 5. Such quarterly payments shall continue for the earlier of (a) 84 months following the Effective Date or (b) until the aggregate payments to Classes 6, 7, 8 and 10 equals $3.500,000. Class 10 is impaired. Class 11 consists of the interests of Reliable Healthcare Logistics Investments, LLC, the sole member of the Debtor. Reliable Healthcare Logistics Investments, LLC's pre-petition membership interest shall be extinguished on the Effective Date. Reliable Healthcare Logistics Investments, LLC shall contribute new capital to the reorganized Debtor in the amount of $500,000 in exchange for 100% of the membership interest in the reorganized Debtor. The capital contribution shall be paid in 12 equal monthly installments of $41,667 until such amount has been paid in full. On the Effective Date, the Debtor shall continue to operate its business. Mike Kattawar, Jr. shall remain as President and Chief Executive Officer of the Reorganized Debtor. The Debtor shall make payments to each class of creditors to the extent required under the Plan out of its existing cash, future Cash Flow, and capital infusions, if any, made to Debtor by a third party as necessary to satisfy Plan payments. A full-text copy of the Disclosure Statement dated August 16, 2024 is available at https://urlcurt.com/u?l=OeDUK9 from PacerMonitor.com at no charge. Reliable Healthcare Logistics is represented by: Michael P. Coury, Esq. GLANKLER BROWN, PLLC Suite 400, 6000 Poplar Avenue Memphis, TN 38119 Tel: (901) 576-1886 Email: mcoury@glankler.com About Reliable Healthcare Logistics Reliable Healthcare Logistics, LLC is an independent 3PL recognized for developing cost effective, innovative supply chain solutions for complex logistics requirements in regulated industries. With over 650,000 total square feet, its 9 Reliable facility locations are dedicated to the secure and proper storage of pharmaceutical products, including prescription and over-the counter-medications, as well as providing services for medical device manufactures, cosmetics, human and animal health and wellness companies. The company is based in Memphis, Tenn. Reliable Healthcare Logistics filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. 24-20252) on Jan. 19, 2024, with $1 million to $10 million in both assets and liabilities. Mike Kattawar, Sr., chief strategic officer, signed the petition. Judge Jennie D. Latta oversees the case. Michael P. Coury, Esq., at Glankler Brown, PLLC, is the Debtor's legal counsel. RELIABLE HEALTHCARE: Hires Leverage Supply as Business Consultant ----------------------------------------------------------------- Reliable Healthcare Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Leverage Supply Chain Group LLC as business consultants. The firm will assist the Debtor in market strategy, budget, and scheduling that will rapidly elevate Debtor’s business in the life science supply chain and logistics arena. The firm will be paid at six months at a fee of $25,000. David M. Quintilio, a partner at Leverage Supply Chain Group LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David M. Quintilio Leverage Supply Chain Group LLC 6110 McFarland Station Dr Suite 1003 Alpharetta, GA 30004 Tel: (678) 446-0211 About Reliable Healthcare Logistics, LLC Reliable Healthcare Logistics, LLC is an independent 3PL recognized for developing cost effective, innovative supply chain solutions for complex logistics requirements in regulated industries. With over 650,000 total square feet, its 9 Reliable facility locations are dedicated to the secure and proper storage of pharmaceutical products, including prescription and over-the counter-medications, as well as providing services for medical device manufactures, cosmetics, human and animal health and wellness companies. The company is based in Memphis, Tenn. Reliable Healthcare Logistics filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. 24-20252) on January 19, 2024, with $1 million to $10 million in both assets and liabilities. Mike Kattawar, Sr., chief strategic officer, signed the petition. Judge Jennie D. Latta oversees the case. The Debtor tapped Michael P. Coury, Esq., at Glankler Brown, PLLC as legal counsel; The Law Offices of Robert V. Cornish, Jr. as special counsel; Chesky Partners, LLC as financial advisors; and Hutchinson & Greenberg PC as its accountants. RETSEL CORP: Hires Brende & Meadors as Bankruptcy Counsel --------------------------------------------------------- Retsel Corporation, doing business as Grand Gateway Hotel, doing business as Cheers Sports Lounge and Casino, seeks approval from the U.S. Bankruptcy Court for the District of South Dakota to employ Brende & Meadors LLP as legal counsel. The firm will render these services: (a) file schedules and other documents as the bankruptcy court may require; (b) initiate or defend adversary proceedings and contested motions; (c) negotiate with priority, secured and unsecured creditors; (d) formulate a plan; and (e) perform such other duties as may be necessary to attempt a successful reorganization under Chapter 11, along with related legal services during the pendency of this action. Robert Meadors, Esq., the primary attorney in this representation, will be paid at his hourly rate of $275, plus reimbursement for out-of-pocket expenses incurred. The firm also received a retainer of $25,000 from the Debtor. Mr. Meadors 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: Robert L. Meadors, Esq. Brende & Meadors LLP 2900 S. Philips Avenue Ste. 100 P.O. Box 1024 Sioux Falls, SD 57101 Telephone: (605) 333-0070 Facsimile: (605) 333-0121 Email: rlm@bsmllp.com About Retsel Corporation Retsel Corporation, a part of the traveler accommodation industry, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.D. Case No. 24-50081) on Sept. 7, 2024, listing up to $10 million in both assets and liabilities. Judge Laura L. Kulm Ask oversees the case. Robert L. Meadors, Esq., at Brende & Meadors LLP represents the Debtor as counsel. RFC HOMES: Seeks Approval to Hire Wade Kelly as Bankruptcy Counsel ------------------------------------------------------------------ RFC Homes, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Wade Kelly, an attorney practicing in Lake Charles, Louisina, to handle its Chapter 11 case. Mr. Kelly will be compensated at his hourly rate of $395, plus reimbursement for out-of-pocket expenses incurred. Mr. Kelly disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Wade N. Kelly, Esq. 1827 Ryan Street Lake Charles, LA 70601 Telephone: (337) 419-2236 About RFC Homes RFC Homes, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-20406) on Sept. 3, 2024, listing under $1 million to $10 million in estimated assets and liabilities. Judge John W. Kolwe oversees the case. Wade N. Kelly, Esq., serves as the Debtor's counsel. S&B RESTAURANTS: Unsecureds Will Get 8% of Claims over 60 Months ---------------------------------------------------------------- S&B Restaurants, d/b/a Gio's Pizza, submitted a Combined Plan of Reorganization and Disclosure Statement dated August 16, 2024. The Debtor is a small, highly rated pizzeria in Santa Rosa, CA. Its the sole location. The Debtor's owner split up with his wife (currently going through a divorce) and she was running the business 50/50 with him. The Debtor's owner started taking out loans (after being solicited by aggressive lenders) to pay for business expenses and tried to stay on top of things. Unfortunately, he needed more money to pay off the existing loans (which have terrible repayment terms that counsel will of course review for issues now that employment has been approved) which ballooned creating the current financial mess. On March 27, 2024, the Debtor filed the instant case to try to reorganize his debt and maintain his business by coming up with a structured payment plan to keep the business alive and manage the currently overwhelming debt load. Class 2 consists of General Unsecured Claims. Creditors will receive eight percent of their allowed claim in 60 equal monthly installments, due on the 10th day of the month, starting on the Plan's Effective Date. The allowed unsecured claims total $381,122.43. This Class will receive a distribution of $30,489.63. This class is impaired and is entitled to vote on confirmation of the Plan. On the Effective Date, all property of the estate and interests of the Debtor will vest in the reorganized Debtor pursuant to Section 1141(b) of the Bankruptcy Code free and clear of all claims and interests except as provided in this Plan. Except as provided in Part 6(d) and (e), the obligations to creditors that Debtor undertakes in the confirmed Plan replace those obligations to creditors that existed prior to the Effective Date of the Plan. Debtor's obligations under the confirmed Plan constitute binding contractual promises that, if not satisfied through performance of the Plan, create a basis for an action for breach of contract under California law. To the extent a creditor retains a lien under the Plan, that creditor retains all rights provided by such lien under applicable non-Bankruptcy law. A full-text copy of the Combined Plan and Disclosure Statement dated August 16, 2024 is available at https://urlcurt.com/u?l=DLSeDU from PacerMonitor.com at no charge. Counsel to the Debtor: Arasto Farsad, Esq. Farsad Law Office, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Tel: (408) 641-9966 Fax: (408) 866-7334 Emails: farsadlaw1@gmail.com About S&B Restaurants d/b/a Gio's Pizza S&B Restaurants is a small, highly rated pizzeria in Santa Rosa, CA. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-10160) on March 27, 2024. In the petition signed by Barindervir Singh Sidhu, president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge William J. Lafferty oversees the case. Arasto Farsad, Esq., at FARSAD LAW OFFICE, P.C., represents the Debtor as legal counsel. SBF VENTURES: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: SBF Ventures, LLC 239 Causeway Street M120 Boston, MA 02114 Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-11876 Judge: Hon. Janet E Bostwick Debtor's Counsel: Gary W. Cruickshank, Esq. 10 Post Office Square Suite 800 South Boston, MA 02109 Tel: 617-330-1960 Email: gwc@cruickshank-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christian Silvestri as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GDNPQJI/SBF_Ventures_LLC__mabke-24-11876__0001.0.pdf?mcid=tGE4TAMA SMARTHOME VENTURES: Hires Warson Capital as Investment Banker ------------------------------------------------------------- SmartHome Ventures, LLC, doing business as Pepper, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Warson Capital Partners, LLC as investment banker. The firm's services include: (a) research and identify prospective acquirors; (b) use the Confidential Information as defined herein and related materials as a foundation, assist the trustee in preparing its CIP and data room for the sale specifically tailored to meet the requirements of prospects; (c) introduce the opportunity and deliver the CIP and related documentation to prospects; (d) arrange and participate in meetings with prospects; (e) solicit term sheets from prospects; (f) represent the trustee in all communications with prospects; (g) assist in preparing for and conducting due diligence reviews of the assets by prospects; (h) assist in the review and negotiation of closing documentation; and (i) participate in closing the resulting sale. The firm will be paid a retainer of $50,000 upon retention and $200,000 upon the closing of a sale, plus reimbursement for out-of-pocket expenses incurred. Michael Thaman, a partner at Warson Capital Partners, 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: Michael Thaman Warson Capital Partners, LLC 7733 Forsyth Boulevard, Suite 1450 Saint Louis, MO 63105 Telephone: (314) 222-6600 About SmartHome Ventures Merkury Innovations LLC, Chapford Credit Opportunities Fund, LP and Comsource Consulting filed involuntary Chapter 11 petition (Bankr. D. Del. Case No. 24-11640) against SmartHome Ventures, LLC (doing business as Pepper) on August 1, 2024. The petitioning creditors are represented by the law firms of Bayard, P.A., Moritt Hock & Hamroff, LLP, Cross & Simon, LLC, and Kramer Levin Naftalis & Frankel, LLP. Judge Thomas M. Horan presides over the case. The Debtor tapped Warson Capital Partners, LLC as investment banker. Albert Altro was appointed as trustee in this Chapter 11 case. He tapped Sullivan Hazeltine Allinson, LLC as bankruptcy counsel and Traverse LLC as financial advisor. SMARTHOME VENTURES: Trustee Hires Sullivan Hazeltine as Counsel --------------------------------------------------------------- Albert Altro, the trustee appointed in the Chapter 11 case of SmartHome Ventures, LLC, doing business as Pepper, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Sullivan Hazeltine Allinson, LLC as bankruptcy counsel. The firm's services include: (a) provide legal advice regarding the rules and practices of this court applicable to the Chapter 11 trustee's powers and duties under the Bankruptcy Code; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare and review on behalf of the Chapter 11 trustee all legal papers necessary to the administration of the estate; (d) appear before this court and any appellate courts, and protect the interests of the Chapter 11 trustee and the Debtor's estate before such courts; and (e) perform all other necessary legal services and provide all other necessary legal advice to the Chapter 11 trustee in connection with this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: William Sullivan, Member $550 William Hazeltine, Member $485 Elihu Allinson, III, Member $425 Heidi Coleman, Paralegal $200 In addition, the firm will seek reimbursement for expenses incurred. Mr. Sullivan 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: William D. Sullivan, Esq. Sullivan Hazeltine Allinson LLC 919 North Market Street, Suite 42000 Wilmington, DE 19801 Telephone: (302) 428-8191 Facsimile: (302) 428-8195 Email: bsullivan@sha-llc.com About SmartHome Ventures Merkury Innovations LLC, Chapford Credit Opportunities Fund, LP and Comsource Consulting filed involuntary Chapter 11 petition (Bankr. D. Del. Case No. 24-11640) against SmartHome Ventures, LLC (doing business as Pepper) on August 1, 2024. The petitioning creditors are represented by the law firms of Bayard, P.A., Moritt Hock & Hamroff, LLP, Cross & Simon, LLC, and Kramer Levin Naftalis & Frankel, LLP. Judge Thomas M. Horan presides over the case. The Debtor tapped Warson Capital Partners, LLC as investment banker. Albert Altro was appointed as trustee in this Chapter 11 case. He tapped Sullivan Hazeltine Allinson, LLC as bankruptcy counsel and Traverse LLC as financial advisor. SMARTHOME VENTURES: Trustee Hires Traverse as Financial Advisor --------------------------------------------------------------- Albert Altro, the trustee appointed in the Chapter 11 case of SmartHome Ventures, LLC, doing business as Pepper, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Traverse LLC as his financial advisor. The firm will render these services: (a) assist in the evaluation of the Debtor's business and prospects; (b) provide strategic advice with respect to the restructuring or refinancing of the Debtor's indebtedness; (c) analyze the Debtor's financial liquidity and evaluate alternatives to improve such liquidity; (d) support the Debtor's compliance with the Debtor in Possession Financing Agreement (DIP); (e) assist the Debtor in the development and distribution of selected information, financial data, documents, and other materials; and support its other retained professional advisors; (f) assist the Debtor in compiling information to support the requirements to report to the United States Trustee; and (g) perform initial Debtor interview, prepare for the 341 hearing, prepare monthly operating reports. The firm's professionals will be paid at these hourly rates: Managing Directors $475 Directors $375 Managers $275 In addition, the firm will seek reimbursement for expenses incurred. John Buck, managing director at Traverse, 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: John Buck Traverse LLC Orange County, LA Telephone: (310) 809-5064 Email: albertaltro@traversellc.com About SmartHome Ventures Merkury Innovations LLC, Chapford Credit Opportunities Fund, LP and Comsource Consulting filed involuntary Chapter 11 petition (Bankr. D. Del. Case No. 24-11640) against SmartHome Ventures, LLC (doing business as Pepper) on August 1, 2024. The petitioning creditors are represented by the law firms of Bayard, P.A., Moritt Hock & Hamroff, LLP, Cross & Simon, LLC, and Kramer Levin Naftalis & Frankel, LLP. Judge Thomas M. Horan presides over the case. The Debtor tapped Warson Capital Partners, LLC as investment banker. Albert Altro was appointed as trustee in this Chapter 11 case. He tapped Sullivan Hazeltine Allinson, LLC as bankruptcy counsel and Traverse LLC as financial advisor. SOLUNA HOLDINGS: Releases August Business Update ------------------------------------------------ Soluna Holdings, Inc. announced its August project site-level operations, developments, and updates. Corporate Highlights: * Q2 2024 Results – The Company released its strong second quarter 2024 results. It included robust Adjusted EBITDA growth and a 362% Increase in Revenue year-over-year. * Breaking Ground at Project Dorothy 2 – The ceremony was held on Wednesday, August 28, 2024, in Texas. * Water Tower Research Fireside Chat – CEO John Belizaire discussed Project Dorothy, Soluna Cloud, and more. Watch it here. (You'll have to create an account to access the recording. It's free!) * CEO John Belizaire attended the 2024 Ai4 Conference – The panel "The AI Ecosystem: Hardware, Cloud, and Enterprise Integration" took place on Wednesday, August 14 in Las Vegas, NV. * New Blog – We explore the rising tension among big tech companies' race to AI and fast-approaching net zero goals. Read it here. * AMA – The Company published responses to investor questions in its monthly AMA for May. View the responses here. Key Project Updates: Project Dorothy 1A (25 MW, Bitcoin Hosting) / Project Dorothy 1B (25 MW, Bitcoin Prop-Mining): * The site delivered a solid month of production during a hot August in Texas. As expected over the summer, the site saw meaningful curtailment from its power provider during the month. * Site optimization efforts will be completed by the end of September adding resilience against extreme weather conditions in the future. These efforts include building insulation, heat shielding, and power infrastructure active cooling solutions. Project Dorothy 2 (48 MW, Bitcoin Hosting): * Soluna announced the groundbreaking of Dorothy 2 construction in a ceremony attended by key stakeholders, partners, and the local community who have been instrumental in the project's development. * Civil, mechanical, and electrical construction staff have been mobilized to the site and work is well underway. The remaining long lead equipment items will arrive on-site in the coming weeks. [New] Project Grace (2 MW, AI Cloud/Hosting): * The Helix Data Center at the Wind farm near Dorothy 2 finally has a name – Project Grace. The planned AI facility is named after Grace Hopper, an esteemed computer scientist and one of the first computer programmers to work on the Harvard Mark I. Her work led to COBOL, an early programming language we still use today. In 1947, she recorded the world's first ever real computer bug, and it is also said that she coined the phrase: "It is often easier to ask for forgiveness than to ask for permission." [New] Project Ada (1 MW, AI Cloud with HPE) * The HPE Data Center housing the initial H100 Cluster is named after Ada Lovelace. Ada is known as the first programmer due to her written notes explaining how the notion of an engine could transition calculation to computation. * Demand and utilization for the cluster are growing rapidly with multiple proof-of-concept projects with enterprise customers in progress. Project Sophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting): * The site has maintained strong operations through the end of the summer benefiting from fleet optimization efforts and infrastructure upgrades. Project Kati (166 MW, Bitcoin Hosting and AI): * ERCOT approved the Reactive Power Study, the last study required to exit planning. * Negotiations continue with landowners for the site land leases. * Helix One concept phase has kicked off with top-tier hyperscale design firm, kW Mission Critical Engineering. About Soluna Holdings Headquartered in Albany, New York, Soluna Holdings designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can be co-located with wind, solar, or hydroelectric power plants and support compute-intensive applications, including Bitcoin mining, generative AI, and scientific computing. This approach aids in energizing a greener grid while providing cost-effective and sustainable computing solutions. As of June 30, 2024, Soluna Holdings reported $98.68 million in total assets, $48.74 million in total liabilities, and $49.93 million in total equity. Going Concern The Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others, indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance of the Company's condensed financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. STAR AIRCONDITIONING: Seeks to Hire BransonLaw PLLC as Counsel -------------------------------------------------------------- Star Airconditioning & Heating, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC as its legal counsel. The firm's services include: (a) prosecute and defend any causes of action on behalf of the Debtor and prepare all necessary legal papers; (b) assist in the formulation of a plan of reorganization; and (c) provide all other legal services. The hourly rates of the firm's respective attorneys and paralegals range from $450 to $200. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Ainsworth, Esq., an attorney at BransonLaw, 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: Jeffrey S. Ainsworth, Esq. BransonLaw, PLLC 1501 E Concord St. Orlando, FL 32803 Tel: (407) 476-9855 About Star Airconditioning & Heating, LLC Star Airconditioning & Heating, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04147) on August 8, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Grace E. Robson presides over the case. Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as bankruptcy counsel. STEWARD HEALTH: Exits Beaumont Facility Amid Bankruptcy Proceedings ------------------------------------------------------------------- Global Medical REIT Inc., a net-lease medical real estate investment trust (REIT) that acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems, today announced that it has entered into a new, 15-year, triple-net lease with an affiliate of CHRISTUS Health at its healthcare facility in Beaumont, Texas. CHRISTUS will utilize the Beaumont Facility for, among other services, robotic surgery, orthopedic care and emergency services. The Beaumont Facility was previously tenanted by Steward Health Care, which filed for Chapter 11 bankruptcy on May 6, 2024. Steward has formally requested that its lease with us at the Beaumont Facility be rejected by the bankruptcy court as of September 15, 2024, and a final order rejecting such lease is pending with the court. Jeffrey M. Busch, Chairman, Chief Executive Officer and President stated, "We are excited to begin a new relationship with CHRISTUS at our Beaumont, Texas facility. We believe the facility is a high-quality, marketable facility, and this has been verified by our new, long-term, triple-net lease with CHRISTUS. The situation at our Beaumont facility demonstrates the importance of underwriting both tenant and building. I'm very pleased with how quickly our team was able to re-lease the property to a high-quality tenant, delivering an excellent outcome in this difficult situation." Paul Generale, Executive Vice President and Chief Strategy Officer of CHRISTUS stated, "We look forward to our partnership with GMRE and believe the Beaumont facility will be an essential component as we expand quality health care services to the residents of Southeast Texas." About the Lease The lease is a triple-net lease that will cover the entire Beaumont Facility, which is a two-story medical facility consisting of 84,674 leasable square feet, located at 6025 Metropolitan Drive, Beaumont, Texas 77706. The lease term is 15 years with three, seven-year renewal options. Annual base rent for the first lease year equals $2.9 million with 2.5% annual rent increases thereafter. Rent payments will commence three months after the delivery date of the facility, and we expect to deliver the facility to CHRISTUS during the fourth quarter of 2024. About CHRISTUS Health CHRISTUS Health (S&P: A+; Fitch A+) is an international faith-based, not-for-profit health care system based in Irving, Texas, with more than 60 hospitals in Texas, Louisiana, New Mexico, Chile, Colombia and Mexico. CHRISTUS Health is made up of 51,000 Associates providing compassionate and individualized care at more than 600 centers, including community hospitals, clinics, long-term care facilities and health ministries. 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. STOCKMAN LAWNSCAPE: Unsecureds Will Get 61% over 60 Months ---------------------------------------------------------- Stockman Lawnscape, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Small Business Plan of Reorganization dated August 15, 2024. The Debtor's business involves the provision of landscaping services and products to individual and commercial customers. The Debtor is a Pennsylvania Corporation with Nathan Stockman (President) having a 50% interest and with Samuel Stockman (Vice President) having a 50% interest. The Debtor's financial problems stem from 2 sources, i.e. poor performance from its CFO's over the last two years and unusually warm winters. The Debtor has replaced its problematic prior CFO's with a new financial management team which has gotten a handle on Debtor's financial records and gotten a handle on Debtor's financial affairs. Debtor has also tried to lock in winter month snow removal contracts thus setting a guaranteed income amount even if winter snowfalls are light. The Debtor has reduced its workforce during the course of this case in an effort to reduce its expenses. The Debtor has successfully and profitably operated for decades. Its recent focus on financial management and its avoidance of quick fix solutions like the short term, high interest loans it dealt with in the recent past will allow Debtor to operate in an orderly and profitable manner again. The Plan proposes to pay the Debtor's creditors from disposable income (profits) from the ongoing operation of Debtor's business. Said income will result in payments from the Debtor totaling $1,351,290 over a 60-month period (at $22,522 per month). Class 20 consists of Unsecured Claimants asserting secured status but which are, in reality, unsecured (G&G Funding, Greenbox, Unique Funding Solutions, CAN Capital and Paypal/Bill Me Later). Claimants will be treated as general unsecured creditors and will be afforded the treatment given to Claimants in Unsecured Class 20. The allowed unsecured claims total $408,459. This Class is impaired. Class 21 consists of the claim of Steven Senge (a Claimant with a disputed claim with an existing lawsuit). Claimant has been paid in full pursuant to Court approved settlement with all settlement proceeds coming from insurance coverage; no payments to this Claimant by the Debtor under this Plan are contemplated or provided for. The amount of claim in this Class total $150,000 claimed but disputed and ultimately settled, with Court approval, with no payment of Estate funds. This Class is unimpaired. Class 22 consists of General Unsecured Creditors. The Debtor will pay these Claimants, along with the Claimants in Unsecured Class 18, the sum of $587,160 ($9,786 per month over a 60 month period) to be shared by these Claimants on a pro-rata basis; Payments to these Claimants will commence on the Plan Effective Date with the first distribution being made to this Class of Claimants 1 year after the Plan Effective Date and subsequent payments each year after that until 5 annual installments have been paid; These Claimants will receive approximately 61% of their claim amounts. This Class is impaired. Class 23 consists of Equity ownership interests of Nathan Stockman and Samuel Stockman. These claimants will retain their equity interests and will receive no payments under this Plan (although they will continue to provide services to the Debtor and earn salary for same). The Debtor will fund its Plan via ongoing business operations. A full-text copy of the Disclosure Statement dated August 15, 2024 is available at https://urlcurt.com/u?l=0BKrqV from PacerMonitor.com at no charge. The Debtor's Counsel: John Lacher, Esq. LYNCH LAW GROUP LLC 501 Smith Drive Suite 3 Cranberry Township, PA 16066 Tel: 412-897-6484 Email: jlacher@lynchlaw-group.com About Stockman Lawnscape Stockman Lawnscape, Inc., is a full-service landscaping company. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-22657) on December 11, 2023, with $0 to $50,000 in assets and $1 million to $10 million in liabilities. Nathan Stockman, authorized representative, signed the petition. John Lacher, Esq. at LYNCH LAW GROUP LLC represents the Debtor as legal counsel. STUDIO PB: Seeks to Hire Carrie W. Grinnell as Accountant --------------------------------------------------------- Studio PB LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Carrie W. Grinnell as accountant. Mrs. Grinnell will assist the Debtor and its' estate with all actions necessary to confirm the Debtor's Plan including but not limited to the preparing Debtor's Monthly Operating Reports and preparing the Debtor's Plan Feasibility Projections. Mrs. Grinnell will be paid $75 per hour for bookkeeping services, $200 per hour for tax preparation services, and $100 per hour for other non-tax services. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Carrie W. Grinnell 2237 N Hullen St #303 Metairie, LA 70001 Tel: (504) 812-3629 About Studio PB LLC Studio PB LLC is a physical fitness company in Metairie, Louisiana offering a total body workout focused on low-impact/high-intensity movements that improve strength and flexibility for every body. Studio PB LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 24-11449) on July 25, 2024. In the petition filed by Mark Conner, as managing member, the Debtor reports total assets of $61,906 and total liabilities of $1,658,086. The Honorable Bankruptcy Judge Meredith S. Grabill handles the case. The Debtor is represented by: Robin R. De Leo, Esq. THE DE LEO LAW FIRM, LLC 800 Ramon St Mandeville, LA 70448 Tel: (985) 727-1664 Fax: (985) 727-4388 Email: lisa@northshoreattorney.com SUPERIOR REAL: Seeks to Hire Sader Law Firm as Legal Counsel ------------------------------------------------------------ Superior Real Estate Venture, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ The Sader Law Firm as legal counsel. The firm's services include: (a) advise the Debtor with respect to its rights and obligations; (b) prepare and file any petition, schedules, motions, statement of affairs, plan of reorganization, or other pleadings and documents that may be required in this proceeding; (c) represent the Debtor at the meeting of creditors, plan of reorganization, disclosure statement, confirmation and related hearings, and any adjourned hearings thereof; (d) represent the Debtor in adversary proceedings and other contested bankruptcy matters; and (e) represent the Debtor in the above matters, and any other matters that may arise in connection with its reorganization proceeding and business operations. The hourly rates of the firm's professionals are as follows: Bradley McCormack, Attorney $365 Joan Lee, Attorney $255 Paralegal $135 In addition, the firm will seek reimbursement for expenses incurred. Mr. McCormack and Ms. Lee disclosed in court filings 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: Bradley D. McCormack, Esq. The Sader Law Firm 2345 Grand Boulevard, Suite 2150 Kansas City, MO Telephone: (816) 561-1818 Facsimile: (816) 595-1802 Email: bmccormack@saderlawfirm.com About Superior Real Estate Venture Superior Real Estate Venture, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 24-41266) on Sept. 9, 2024, listing up $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the cases. Bradley D. McCormack, Esq., at The Sader Law Firm serves as the Debtor's counsel. SURVWEST LLC: Hires Wadsworth Garber Warner as Counsel ------------------------------------------------------ Survwest LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, PC as its bankruptcy counsel. The firm will render these services: (a) prepare on behalf of the Debtor all necessary legal papers in this Chapter 11 proceeding; (b) perform all legal services for the Debtor which may become necessary herein; and (c) represent the Debtor in any litigation which it determines is in the best interest of the estate whether in state or federal court(s). The hourly rates of the firm's counsel and staff are as follows: David Wadsworth, Attorney $500 Aaron Garber, Attorney $500 David Warner, Attorney $425 Aaron Conrady, Attorney $425 Lindsay Riley, Attorney $325 Paralegals $125 The firm received a retainer in the amount of $24,738 from the Debtor. Mr. Wadsworth disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David V. Wadsworth, Esq. Wadsworth Garber Warner Conrardy, PC 2580 West Main Street, Suite 200 Littleton, CL 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: dwadsworth@wgwc-law.com About Survwest LLC SurvWest, LLC is a diversified engineering firm specializing in surveying and mapping; subsurface utility engineering (SUE); and utility coordination for clients across the United States. SurvWest LLC in Englewood, CO, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 24-15214) on Sept. 5, 2024, listing $7,301,456 in assets and $9,447,402 in liabilities. Mathew Barr as president, signed the petition. Judge Thomas B Mcnamara oversees the case. WADSWORTH GARBER WARNER CONRARDY, P.C. serve as the Debtor's legal counsel. TAKEOFF TECHNOLOGIES: Taps Eversheds Sutherland as Co-Counsel ------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Takeoff Technologies, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Eversheds Sutherland (US), LLP as co-counsel. The firm's services include: (a) render legal advice regarding the committee's organization, duties, and powers in these cases; (b) assist the committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors; (c) analyze any Chapter 11 plan and related disclosure statement filed by the Debtors; (d) attend meetings of the committee and meetings with the Debtors, the DIP lender, and the alleged secured creditors, and their attorneys and other professionals, and participate in negotiations with these parties, as requested by the committee; (e) take all necessary action to protect and preserve the interests of the committee; (f) assist the committee with respect to communications with the general unsecured creditor body about significant matters in these cases; (g) review, analyze, and where necessary, challenge, claims filed against the Debtors' estates and alleged liens on estate assets; (h) represent the committee in hearings before the bankruptcy court, appellate courts, and other courts in which matters may be heard, and represent its interests before those courts; (i) assist the committee in preparing all necessary motions, applications, responses, reports, and other pleadings in connection with the administration of these cases; and (j) provide such other legal assistance as the committee may deem necessary and appropriate. The hourly rates of the firm's professionals are as follows: Partners $1,195 Counsel $945 Associates $780 - $820 Paralegals $375 - $500 Todd C. Meyers $1,195 Danielle Barav-Johnson $945 Sameer M. Alifarag $820 In addition, the firm will seek reimbursement for expenses incurred. Todd Meyers, Esq., a partner at Everseds Sutherland (US), 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: Todd C. Meyers, Esq. Evershed Sutherland (US) LLP 999 Peachtree Street NE, Suite 2300 Atlanta, GA 30309 Telephone: (404) 853-8000 Email: toddmeyers@evershed-sutherland.com About Takeoff Technologies Founded in 2016 by a group of former grocery executives, Takeoff Technologies, Inc. and its affiliates operate one of the leading The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Takeoff Technologies, Inc. and its affiliates. eGrocery, micro-fulfillment solution companies in the world. The Debtors' business model centers around the sale, subsequent maintenance, and support of the equipment and software needed to operate micro-fulfillment centers -- i.e. small, automated, robotic warehouses called micro-fulfillment centers, either placed in grocery stores or near the end-shoppers. The Debtors filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-11106) on May 30, 2024. At the time of the filing, Takeoff Technologies reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP as lead bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; Huron Transaction Advisory, LLC as investment banker; and Huron Consulting Services, LLC as financial and restructuring advisor. John C. Didonato and Brett M. Anderson of Huron Consulting Services serve as the Debtors' chief restructuring officer and deputy chief restructuring officer, respectively. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kilpatrick Townsend & Stockton, LLP and Ashby & Geddes, P.A. as legal counsels; Eversheds Sutherland (US), LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. TERRABELLA STUDIOS: Hires Sloan Eisenbarth as Special Counsel ------------------------------------------------------------- Terrabella Studios LLC seeks approval from the U.S. Bankruptcy Court for the District of Arkansan to employ Sloan Eisenbarth Glassman McEntire & Jarboe, LLC as special counsel. The Debtor needs the firm's legal assistance in connection with certain lawsuit captioned Terrabella Studios, LLC v. 29th Street Partners, LLC v. John Kollhoff, Case No. 2022-CV-705, in the District Court of Shawnee County, Kansas. The suit involved many of the contested and unresolved facts and issues raised in this bankruptcy proceeding arising out of the landlord's proof of claim and Debtor's challenge to it. The firm will be paid at these rates: Steve Lanterman $375 per hour Michael Duenes $295 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steve Lanterman, Esq. Sloan Eisenbarth Glassman McEntire & Jarboe, LLC 534 S. Kansas Ave., Suite 1000 Topeka, KS 66603 Tel: (785) 357-6311 About Terrabella Studios LLC Terrabella Studios, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No. 24-40268) on May 1, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Dale L. Somers oversees the case. Jonathan A. Margolies, Esq., at Seigfreid Bingham, P.C. is the Debtor's legal counsel. TEXAS REIT: Updates Unsecureds & Several Secured Claims Pay ----------------------------------------------------------- Texas REIT, LLC submitted an Amended Disclosure Statement for the Plan of Reorganization. The Debtor is a Texas limited liability company. It was formed on August 30, 2006. It acquired real property located at 8050-8098 Westheimer in Houston, Teas. Texas REIT, LLC acquired real property located at 8050 and 8098 Westheimer from Westheimer Old Farm I Limited Partnership on June 3, 2008. The property was appraised by MB Lane & Associates as of May 11, 2024 in the amount of $18,615,000 as is. This property consists of a strip center and a vacant outbuilding which was previously occupied by a CVS pharmacy. CVS vacated the property and stopped paying rent pre-petition. The strip center contains 29,000 sq. ft. The center has seven units. Presently, six units containing 27,000 sq. ft. are leased and one unit containing 2,000 sq. ft. is vacant. The strip center brings in monthly rentals of $79,328.50. The Debtor filed a motion to sell the real property located at 8098 Westheimer to Smart Partners, LLC for $4,600.000 on May 14, 2024. The Debtor then filed a Motion to Sell the property to Amina Properties, LLC for $5,350,000 and an Amended Motion to Sell to Amina Properties for $5,500,000. On July 10, 2024, George Lee filed Adv. No. 24-1039 seeking a determination that the Debtor was the alter ego of Ali Choudhri and Jetall Companies. The Debtor has filed a motion to dismiss this adversary proceeding. On July 29, 2024, the first meeting of creditors was concluded. On August 7, 2024, the Debtor filed a motion to sell the strip center portion of the property to Jimin Wang for $10,000,000. The Debtor proposes to continue operating its property while it sells its two tracts. The Debtor has two pending motions to sell. The sales proceeds will be held until such time as a final order is entered determining lien priority. The Debtor will continue to collect rents while it is pursuing the sales of its property. The Harris County Appraisal District has valued the tract at 8050 Westheimer at $6,868,038 and the tract at 8098 Westheimer at $4,305,041 The Debtor received an offer to sell the 8098 Westheimer tract for $5.5 million and an offer on 8052-8098 Westheimer for $10,000,000. The plan proposes to sell the Debtor's real property and distribute the funds to the parties determined to be entitled to receive such proceeds. Angelo DeCaro would administer the Plan as Plan Trustee. Because the Debtor already has sales pending before the Court, the liquidation of the real estate assets is expected to be concluded within a short period of time after Plan Confirmation. Class 3 consists of the Secured Claim of Caz Creek Holdings 2, LLC. Caz Creek Holdings has filed a proof of claim in the amount of $1,940,504.71. The Class 3 claim will be paid upon sale of the sale of the first Tract to close, provided that the entire Allowed Claim together with post-petition interest and fees shall be paid not later than one year after the Effective Date. Class 4 consists of the Secured Claim of FGMS, LLC. FGMS has filed a claim in the amount of $374,223.88. The Class 4 claim will be paid upon sale of the sale of the first Tract to close, provided that the entire Allowed Claim together with post-petition interest and fees shall be paid not later than one year after the Effective Date. Class 5 consists of the Secured Claims of WCW Houston Properties, LLC and Dalio Holdings, I, LLC. The Debtor has scheduled Dalio I Holdings, LLC filed a proof of claim in the amount of $13,855,502.34. The liens of the Class 5 creditors shall be preserved to the same extent, priority and validity as exists under applicable non-bankruptcy law. Upon sale of the Tract or Tracts, the liens of the Class 5 creditors shall attach to such proceeds to the same extent, priority and validity as exists under applicable nonbankruptcy law. Class 6 shall consist of Allowed Claims of Unsecured Creditors. Upon payment of the creditors in Classes 1 to 5, the Plan Trustee shall pay the remaining assets of the estate to the Class 6 creditors to the extent of their Allowed Claims. The Class 6 claims shall not be entitled to post-petition interest. Class 6 is impaired. Class 7 shall consist of the Equity Interests of the Debtor. Ali Choudhri clams to hold 100% of the equity ownership of the Debtor. Ali Mokaram claims a 30% equity interest. However, in Case No. 2012-27197A, the District Court of Harris County awarded Mr. Mokaram $3,467,217.20 for the value of his equity interest. Mr. Choudhri contends that this award extinguished Mr. Mokaram's equity interest. Because it is unlikely that equity will receive any distribution in this case, the dispute over ownership is unlikely to have a practical impact upon the case. The feasibility of the Plan depends on the ability of the Plan Trustee to sell the real property. The Debtor believes that the property is in a desirable area and should be able to sell for a fair price. A full-text copy of the Amended Disclosure Statement dated August 16, 2024 is available at https://urlcurt.com/u?l=mEOthv from PacerMonitor.com at no charge. Attorneys for the Debtor: Stephen W. Sather, Esq. BARRON & NEWBURGER PC 7320 N. MoPac Expy., Ste. 400 Austin, TX 78731 Telephone: (512) 476-9103 Facsimile: (512) 279-0310 Email: ssather@bn-lawyers.com About Texas REIT LLC Texas REIT, LLC owns a strip center in Houston, Texas located at 8050-8098 Westheimer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10120) on February 6, 2024. In the petition signed by Drew Dennett, authorized representative, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Shad Robinson oversees the case. Stephen W Sather, Esq., at Barron & Newburger, PC, represents the Debtor as legal counsel. THREE SISTERS: Unsecureds to Get $5K per Year over 3 Years ---------------------------------------------------------- Three Sisters Transport, LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Subchapter V Plan of Reorganization dated August 15, 2024. The Debtor is a trucking transportation and logistics company that contracts for shipping loads in the lower 48 states of the United States and parts of Canada. As part of these operations, the Debtor has 2 direct employees, contracts with nine independent contractors for dispatching and other services, and contracts with approximately 59 independent truck drivers. For years prior to this Chapter 11 Case, the Debtor successfully operated with sufficient cash flow and a sound balance sheet. However, like for much of the transportation, trucking, and logistics industry, external factors transpired collectively and contemporaneously with one another in a rather short period of time that affected the Debtor's cash flow and ability to operate, including, but not limited to, (i) shut downs and consumer behavior changes associated with the Covid-19 pandemic, (ii) the Covid-19 pandemic more generally, (iii) accelerated fuel costs and other inflationary costs, and (iv) the war in Ukraine, which affected markets, caused pivots in logistics and the supply chain for certain goods, and materially increased fuel prices. The effect of these factors on the Debtor's liquidity cannot be understated and came to a head in between late 2023 and early 2024, necessitating this Chapter 11 Case. Since the filing, the Debtor has reduced expenses and begun to increase revenues. The Plan contemplates that the Reorganized Debtor will continue to increase its top line and net revenue during the Commitment Period. Class 3 consists of General Unsecured Claims. The Reorganized Debtor will pay $5,000.00 annually during the Commitment Period to the holders of Allowed Class 3 Claims on a pro-rata basis, with the first such payment due on first anniversary of the Effective Date and each subsequent anniversary of the Effective Date thereafter during the Commitment Period, including the last day of the Commitment Period. Class 4 consists of Equity Interests. Except for any property to be sold, abandoned, or otherwise relinquished under this Plan, Green Oaks' and Abubakir Khidirov's Interests in, and ownership of, the Debtor, Reorganized Debtor, Estate, and/or Business, as applicable, shall remain unaltered. The Distributions under the Plan shall be funded from the cash on hand on the Effective Date of the Plan, from the net operating revenue generated by Reorganized Debtor during the post-Effective Date period, and, as determined by the Reorganized Debtor, from recoveries on Causes of Action, if any. "Commitment Period" means the 3-year period contemplated and set forth under Bankruptcy Code section 1191(c). A full-text copy of the Subchapter V Plan dated August 15, 2024 is available at https://urlcurt.com/u?l=WAizvw from PacerMonitor.com at no charge. Counsel for the Debtor: Michael E. Collins, Esq. MANIER & HEROD, P.C. 1201 Demonbreun St., Ste 900 Nashville, TN 37203 Tel: (615) 742-9350 Fax: (615) 242-4203 E-mail: MCollins@ManierHerod.com About Three Sisters Transport, LLC Three Sisters Transport, LLC has been operating in the truck business since 2010 hauling freight throughout the US and Canada. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-01133) on April 2, 2024. In the petition signed by Mihail "Mike" Vasilev, as authorized representative of the Debtor, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Charles M. Walker oversees the case. Marc Buchman, Esq., at MANIER & HEROD PC, represents the Debtor as legal counsel. TOTALLY COOL: Seeks to Hire Cole Schotz as Bankruptcy Counsel ------------------------------------------------------------- Totally Cool, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Cole Schotz PC as its counsel. The firm will render these services: (a) advise the Debtor of its rights, powers and duties in the continued operation and management of its business; (b) review the nature and validity of agreements relating to the Debtor's business and advise it in connection therewith; (c) prepare, on the Debtor's behalf, all necessary and appropriate legal documents, and review all financial and other reports for filing in its Chapter 11 case; (d) advise the Debtor concerning, and prepare responses to legal papers which may be filed in its Chapter 11 case; (e) counsel the Debtor in connection with the formation, negotiation and promulgation of a Chapter 11 plan and related documents; and (f) perform all other legal services for and on behalf of the Debtor which may be necessary or appropriate in the administration of its Chapter 11 case. The firm's professionals will be paid at these hourly rates: Members $615 - $1,575 Special Counsel $625 - $840 Associates $385 - $695 Paralegals $315 - $460 Litigation Support Specialists $455 - $535 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer in the amount of $127,434.50 from the Debtor. Irving Walker, Esq., an attorney at Cole Schotz, 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: Irving E. Walker, Esq. Cole Schotz PC 1201 Wills Street, Suite 320 Baltimore, MD 21231 Telephone: (410) 230-0660 Facsimile: (410) 230-0667 Email: iwalker@coleschotz.com About Totally Cool Totally Cool, Inc., a manufacturer of premium ice cream cakes, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-17128) on August 23, 2024, with $2,007,082 in assets and $1,415,224 in liabilities. Michael J. Uhlfelder, president and CEO, signed the petition. Irving E. Walker, Esq. at Cole Schotz PC represents the Debtor as legal counsel. TRUCK & TRAILER: Seeks to Hire David Lloyd as Bankruptcy Counsel ---------------------------------------------------------------- Truck & Trailer Leasing Avenue, LLC and Pigeon Freight Services, Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ David P. Lloyd, Ltd. as its counsel. The firm's services include: (a) represent the Debtors in matters concerning negotiation with creditors; (b) prepare a plan and disclosure statement; (c) examine and resolve claims filed against the estate; (d) prepare and prosecute adversary matters; and (e) represent the Debtors in matters before the court. The firm will be paid at its hourly rate of $400, plus reimbursement for out-of-pocket expenses incurred. The firm also received a retainer of $5,000 from each Debtor. David Lloyd disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David P. Lloyd, Esq. David P. Lloyd, Ltd. 615B S. La Grange Road La Grange, IL 60525 Telephone: (708) 937-1264 Facsimile: (708) 937-1264 About Truck & Trailer Leasing Avenue Truck & Trailer Leasing Avenue LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-04137) on March 21, 2024. The Debtor estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. David P. Lloyd, Ltd. serves as the Debtor's counsel. TUPPERWARE BRANDS LATIN AMERICA: Case Summary --------------------------------------------- Debtor: Tupperware Brands Latin America Holdings, L.L.C. 14901 S Orange Blossom Trail Orlando FL 32837 Business Description: Tupperware Brands is a global consumer products company that designs innovative, functional, and environmentally responsible products. Founded in 1946, the Company's signature container created the modern food storage category that revolutionized the way the world stores, serves, and prepares food. Chapter 11 Petition Date: September 18, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-12168 Judge: Hon. Brendan Linehan Shannon Debtor's Co-Bankruptcy Counsel: Patrick J. Reilley, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 652-3131 Email: preilley@coleschotz.com Debtor's General Bankruptcy Counsel: KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP counsel; Debtor's Investment Banker: MOELIS AND COMPANY LLC Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtor's Noticing & Claims Agent: EPIQ CORPORATE RESTRUCTURING, LLC Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petition was signed by Camille Marianne Francoise Thiland as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IINM6QQ/Tupperware_Brands_Latin_America__debke-24-12168__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 EMAIL: 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 Galeana 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: Faces NYSE Delisting Amid Bankruptcy ------------------------------------------------------- The New York Stock Exchange announced September 18, 2024, that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of Tupperware Brands Corporation from the NYSE. Trading in the Company's common stock will be suspended immediately. NYSE Regulation 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 17, 2024, press release and September 18, 2024 Form 8-K disclosures that the Company and certain of its direct and indirect subsidiaries initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. In reaching its delisting determination, NYSE Regulation notes the uncertainty as to the ultimate effect of this process on the value of the Company's common stock. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange. The NYSE will apply to the Securities and Exchange Commission to delist the common stock upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. 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 TUPPERWARE BRANDS: Lenders Oppose Cash Use, Case at Standstill -------------------------------------------------------------- An Ad Hoc Group of Secured Lenders filed objections to Tupperware Brands Corporation spending any of the secured lenders' cash collateral, saying that the bankruptcy judge should just terminate the case or convert the case to a Chapter 7 liquidation. The members of the Ad Hoc Group hold, in the aggregate, approximately $462.65 million or 57% of the approximately $817 million principal amount outstanding under the Revolving/Term Loan Credit Agreement. According to Tupperware, members of the Ad Hoc Group -- Stonehill Institutional Partners, L.P, Alden Global Capital LLC, and a BAML trading desk -- bought the first lien debt in July at 3 to six cents on the dollar. This ad hoc group moved prepetition to acquire a subset of the assets, including the brand, via a strict out-of-court foreclosure. Tupperware instead filed for Chapter 11 bankruptcy, proposing a 30-day bidding process. According to the lenders, despite the Debtors' well-known brand name and products, their sales have been declining for years. The Debtors have massive fixed overhead costs and an outdated marketing model. Their operations do not generate positive cash and are declining rapidly. The Ad Hoc Group said they have communicated that -- given the low value of the Debtors' assets and business, their negative cash flow, and the high costs of any Chapter 11 -- the Debtors could not afford a Chapter 11 case, and the Ad Hoc Group would not provide DIP financing or consent to the use of Cash Collateral to fund such a case. Without the lenders' consent or Judge Shannon's permission over the lenders' objection, day-to-day expenses (including payroll, commissions to the the company's army of Tupperware party hosts and door-to-door salespeople) can't be paid. Judge Shannon will convene a hearing at 10:30 a.m. on Wed., Sept. 25. Until then, the company is at a standstill. The secured lenders officially moved this morning for Tupperware's cases to be dismissed or converted to a chapter 7 liquidation. "There is no justifiable reason for the Debtors to have chosen this path. None of the Debtors' secured or unsecured creditors benefit from the filing, Chapter 11 puts the company's future operations and thousands of employees at risk, and this course of action stands only to increase the cost of getting to an inevitable result. The Ad Hoc Group does not support a value-destructive Chapter 11 sale process, does not agree to fund such process, and should not be required to do so," the Ad Hoc Group said in court filings. Counsel to Ad Hoc Group of Secured Lenders DECHERT LLP Allan S. Brilliant Shmuel Vasser Stephen M. Wolpert Miles Taylor 1095 Avenue of the Americas New York, NY 10036-6797 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 E-mail: allan.brilliant@dechert.com shmuel.vasser@dechert.com stephen.wolpert@dechert.com miles.taylor@dechert.com - and - YOUNG CONAWAY STARGATT & TAYLOR, LLP Robert S. Brady Robert F. Poppiti, Jr. 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: rbrady@ycst.com rpoppiti@ycst.com 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 US FERTILITY: S&P Assigns 'B-' ICR on Expected Refinancing ---------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to US Fertility Holdings LLC (USF). At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to USE's senior secured debt, indicating our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of default. S&P's stable outlook reflects an expectation that USF will continue to enhance its scale through a high-single digit organic growth rate and tuck-in acquisitions, and for leverage to decline to about 7x by the end of 2025 while generating modest cash flow deficits after cash distributions for tax, physician partner's profit portions, and to noncontrolling interest holders. USF's rating reflects its narrow business focus in the U.S fertility industry. The company is singularly focused on assistive reproductive technology (ART) services. It is one of the leaders in the highly fragmented and competitive U.S. fertility industry. S&P said, "We expect this market to grow in the high-single digit percent area, similar to historical annual growth rate of 10%. We also believe USF is well positioned in attractive markets across the 19 states it operates in along the East, West and South coasts of the U.S. There is little state concentration with the top state generating 16% of revenues and top three generating 40%." USF, US Fertility Enterprises, LLC (USE) is issuing new debt to refinance its existing debt. USF's pro forma capital structure will include a $60 million five-year revolving credit facility, a $550 million seven-year first-lien term loan, and a $25 million seven-year first-lien delayed-draw term loan. After the transaction, S&P expects adjusted leverage of about 8.1x in 2024 and 7x in 2025, and modest cash flow deficits after paying out tax and performance-based distributions. S&P said, "We expect adjusted debt leverage will improve but the company will remain highly leveraged at least over the next two years, and discretionary cash flow cash flow will not turn positive until 2026. We forecast S&P Global Ratings-adjusted leverage will be around 8.1x and 7.0x in 2024 and 2025, respectively. We expect FOCF to improve over each of the next two years, but to be entirely consumed by cash distributions for tax (mandatory), distributions for both physician partner's profit distributions (ancillary payouts) and noncontrolling interest holders, as well as earn-outs for acquisitions. Given its ownership by a financial sponsor, we expect the company to prioritize growth and shareholder rewards over debt reduction. Its growth strategy focuses on acquisitions in attractive markets, to supplement organic growth. We expect small cash flow deficits as well as any acquisition spending would likely require the use of available liquidity and additional debt. The company has a delayed-draw term loan we expect it will utilize within the next two years. "We believe demand for fertility services will remain strong. We expect demand for fertility services to remain strong, contributing to our expectation for high-single digit organic growth rate. We believe demand will be driven by shifting family dynamics, increased insurance coverage (for example, 40% of U.S. organizations offer fertility benefits and 21 states have fertility coverage laws as of June 2024), increasing health challenges (15% of couples experience infertility issues), and genetic testing and preservation." USF's physician partnership model will help them combat labor constraints. The demand for in vitro fertilization (IVF) services continues to outpace the supply endocrinologists practicing in the reproductive endocrinology and infertility (REI) field. USF's physician partnership model creates strong alignment between USF and its physicians (which includes several different arrangements), which S&P expects will drive retention and new hiring and help combat challenging labor dynamics. USF's payor mix is attractive compared to that of its peers. The company generates a substantial 64% of revenue from self-pay patients (which are typically upfront cash payments for the entire package of a single or multiple treatment cycles) with remaining from commercial payors and other specialty fertility payors. S&P views this favorably compared to health care services providers who must manage significant reimbursement risk as they rely on third-party payors more heavily. S&P said, "Our stable outlook reflects an expectation that USF will continue to enhance its scale through a high-single digit organic growth rate as well as tuck-in acquisitions and for leverage to decline to about 7x by 2025 while generating minimal free operating cash flow (FOCF) before cash distributions for tax, physician partner's profit portions, and to noncontrolling interest holders. "We could lower our rating on USF if we view its capital structure as unsustainable. This could occur if we expect the company will generate persistent discretionary cash flow (DCF) deficits, potentially as a result of heightened competition or operational challenges related to its growth strategy. "We could raise our rating on USF if we expect it will achieve and sustain reported DCF to debt of more than 2.5% (roughly $15 million-$20 million). "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." VIASAT INC: Registers New Shares Under 1996 and 2024 Equity Plans ----------------------------------------------------------------- Viasat, Inc. filed a registration statement on Form S-8 with the U.S. Securities and Exchange Commission to register an additional 3,430,000 shares of common stock for issuance under the 1996 Equity Participation Plan of Viasat, Inc. pursuant to an amendment and restatement of the 1996 Plan approved by the stockholders of the Company on September 5, 2024. The registration statement on Form S-8 was also filed by Viasat to register 377,500 shares of Viasat common stock for issuance under the 2024 Employment Inducement Incentive Award Plan of Viasat, Inc., which was approved by the Board of Directors of the Company on September 5, 2024. A full-text copy of the registration statement is available at: https://tinyurl.com/293s49v7 About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum, and provides voice and data services to customers on land, at sea, and in the air. As of June 30, 2024, the Company had $16.1 billion in total assets, $11 billion in total liabilities, and $5.1 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on May 29, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VIASAT INC: Upsizes Senior Note Offering to $1.975 Billion ---------------------------------------------------------- Viasat, Inc. announced on September 11, 2024, that its wholly-owned indirect subsidiaries, Connect Finco SARL and Connect U.S. Finco LLC, have upsized and priced their offering of $1,975 million in aggregate principal amount of its 9.000% Senior Secured Notes due 2029. The offering was upsized from the previously announced $1,250 million in aggregate principal amount. The Issuers are wholly-owned indirect subsidiaries of Connect Bidco Limited, a wholly-owned indirect subsidiary of Viasat. The notes were offered and sold to persons reasonably believed to be qualified institutional buyers in the United States through a private placement pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The notes will have an interest rate of 9.000% per annum and will be issued at a price equal to 100.00% of their face value. The closing of the sale of the notes, which is subject to customary conditions, is expected to occur on or about September 25, 2024. The notes and the related guarantees will be secured on a first-lien basis by assets that also secure on a first-lien basis the indebtedness under the Issuers' existing senior secured credit facilities. The net proceeds from the offering together with cash on hand, are expected to be used to redeem all of the Issuers' outstanding 6.750% Senior Secured Notes due 2026 and to pay related fees and expenses. About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum, and provides voice and data services to customers on land, at sea, and in the air. As of June 30, 2024, the Company had $16.1 billion in total assets, $11 billion in total liabilities, and $5.1 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on May 29, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VIVAKOR INC: Closes $500K Stock Purchase Deal With E-Starts Money ----------------------------------------------------------------- Vivakor, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 5, 2024, the Company closed on a Securities Purchase Agreement with E-Starts Money Co., a Delaware corporation dated August 28, 2024, under which E-Starts, purchased 1,000,000 shares of the Company's common stock for $500,000, at a price of $0.50 per common share. Pursuant to the SPA, the shares issued to E-Starts will be subject to standard Rule 144 restrictions. E-Starts is controlled by William Tuorto, who also controls Empire Diversified Energy, Inc., a Delaware corporation. As previously disclosed in the Company's Current Report on Form 8-K filed with the Commission on March 1, 2024, it entered into an Agreement and Plan of Merger with Empire under which Empire will merge with and into a subsidiary of the Company and Empire will become a wholly-owned subsidiary of the Company if the parties close the transaction contemplated by the Merger Agreement. There is no guarantee that the transactions contemplated by the Merger Agreement will close. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Currently, the Company's efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services. Houston, Texas-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, Vivakor had $73.68 million in total assets, $58.65 million in total liabilities, and $15.03 million in total stockholders' equity. WC 6TH AND RIO: Completes Sale of Austin Property to KFLP --------------------------------------------------------- Mark Shapiro, the Chapter 11 trustee for WC 6th and Rio Grande, LP, announced in a court filing that the sale of the real estate to KFLP #4 LLC closed on Aug. 30. The property includes approximately 0.1763 acres of land, and a 30,369-square-foot three-story bar and nightclub building located at 601 Rio Grande St., Austin, Texas. WC 6th received a cash offer of $11.2 million from KFLP. KFLP's offer was selected as the winning bid at a court-supervised auction held on Aug. 23, beating out two other bids including an offer from Kelly Faykus and Mirna Weaver Herr who were selected as the back-up bidder. Marquee Investments, LLC, the stalking horse bidder at the auction, will receive a break-up fee of $187,500 or 2.5% of its $7.5 million bid as bid protection. The break-up fee was approved on Aug. 29 by Judge Christopher Bradley of the U.S. Bankruptcy Court for the Western District of Texas. WC 6th will use the proceeds from the sale to, among other things, pay the break-up fee of Marquee Investments and the secured claim of its pre-bankruptcy lender, COMM 2013-CR13 West 6th Street, LLC, pursuant to a 2013 promissory note in the original stated principal amount of $7.5 million. About WC 6th and Rio Grande WC 6th and Rio Grande, LP is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is based in Austin, Texas. WC 6th and Rio Grande filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-11040) on December 4, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Natin Paul, authorized signatory, signed the petition. Judge Christopher G. Bradley oversees the case. Ron Satija, Esq., an attorney at Hayward PLLC and Douglas J. Brickley, a partner at Stout Risius Ross, LLC serve as the Debtor's bankruptcy counsel and chief restructuring officer, respectively. Mark Shapiro was appointed as trustee in this Chapter 11 case. The trustee tapped Wick Phillips Gould & Martin, LLP as general bankruptcy counsel, and GlassRatner Advisory & Capital Group LLC (doing business as B. Riley Advisory Services) as financial advisor. WINSLOW, AZ: S&P Lowers 2016 Revenue Bond Rating to 'BB+' --------------------------------------------------------- S&P Global Ratings lowered its underlying rating to 'BB+' from 'A' on the city of Winslow, Ariz.'s series 2016 wastewater system revenue obligations. The outlook is negative. "The downgrade reflects our view of the utility's lack of effective risk management, primarily related to our view of significant declines in financial capacity due to large, unbudgeted capital outlays and continued drawdowns of cash reserves that management is projecting despite 9% annual rate increases effective for fiscal 2024 and 2025," said S&P Global Ratings credit analyst Valentina Protasenko. "Despite these rate increases, there is a strong likelihood, in our view, that debt service coverage solely from annual net revenues could remain at or below 1x, especially given the expected continued drawdowns of unrestricted liquidity through 2027, as indicated in the city's rate study. The downgrade also reflects weakened economic indicators that in our view could limit management's ability to address financial deficiencies through additional rate increases," she added. "The negative outlook reflects our understanding that coverage will remain below 1x based on the system's 2025 budget; our opinion of what we view as management's drawn-out plan to replenish the wastewater fund's liquidity; and whether a 9% rate increase enacted in August 2024, with an additional 9% increase planned in 2025, will financially pressure the city's wastewater customers," she further said. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight WOLF RIGS: Seeks Approval to Hire SBA CPA as Accountant ------------------------------------------------------- Wolf Rigs, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ SBA CPA as accountant. The firm will provide these services: a. create QuickBooks for years 2020 through YTD 2024; b. summarize sales activity; c. prepare adjusting entries for financial statements; d. prepare closing entries; e. prepare monthly, quarterly/semi-annual, and annual financial statements; f. provide Bookkeeping and payroll services as needed; g. prepare State Sales Tax as applicable; h. create chart of accounts development and maintenance; i. prepare Monthly bank reconciliation; and j. maintain system of compliance and documentation. The firm will be paid $250 per hour for accounting services and $200 per hour for CFO services. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dmitri Galcovski, a partners at SBA CPA, 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: Dmitri Galcovski SBA CPA 501 S Cherry Street St. 1100 Denver, CO 80246 Tel: (303) 228-3169 About Wolf Rigs, Inc. Wolf Rigs, Inc., has been in the business of building off road motor homes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-10507) on February 5, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Kimberley H. Tyson presides over the case. Michael R. Totaro, Esq., at Totaro & Shanahan, LLP, is the Debtor's legal counsel. WORKSPORT LTD: August Sales Surge to $1.21M, Exceeds 2023 Revenue ----------------------------------------------------------------- Worksport Ltd. announces another significant sales month in 2024, with August 2024 net sales surging to $1,213,604.28. This notable performance propels the Company's Annual Recurring Revenue (ARR) rate to an impressive $14.56 million, which exceeds the 2023 year-end revenue of $1.53 million. This explosive early growth highlights the strong demand for Worksport's Made-in-America products and positions the Company to beat 2024 revenue guidance. "Strong sales momentum continues, our ARR now nearly matches our current market cap, and we are trending to beat our 2024 revenue guidance. As we rapidly push towards cash flow positivity and further sales growth, we firmly believe Worksport is significantly undervalued, presenting strong upside potential," said Steven Rossi, Worksport CEO. With this performance, Worksport remains on track towards its goal of moving to cash flow positivity within 2025. Yesterday, Worksport announced the successful testing of its COR portable energy system, functioning as a range extender for EVs like the Tesla Model 3. Forward Guidance and Future Growth "At our current Q2 revenue pace, Worksport is on track to exceed our previously issued 2024 revenue guidance of $6-8 million, based solely on current product lines," stated Steven Rossi. He added, "Notably, this forecast does not yet include revenue potential from our most exciting products: AL4, SOLIS, and COR lines, which are expected to contribute significantly to future earnings. All are expected to be in the market in the near-term." With projected revenues of $15-20 million from the tonneau cover segment alone in FY 2025, Worksport expects continued growth as demand for its premium products increases. The Company believes the premium AL4 cover may further boost these figures based on increasingly strong expressed demand. Worksport believes it is on track to becoming a nine-figure ($100M+ revenue) company in the near-to-midterm, as the upcoming launches of SOLIS and COR product lines mark pivotal milestones in the Company's expansion. Worksport's market cap [9/10/2024] of $15.1 million, sitting below book value, reflects its growth potential. The Company continues to expand its product portfolio with upcoming products, including the highly anticipated AL4 Hard Tonneau Cover, SOLIS Solar Tonneau Cover, and COR Portable Energy System—each aimed to address multi-billion-dollar TAM opportunities. As scaling continues, Worksport remains focused on improving margins and accelerating future profitability. The upcoming Alpha releases of the COR Portable Energy System and SOLIS Solar Tonneau Cover this month positions Worksport for its continued growth. The AL4, SOLIS, and COR lines are expected to unlock lucrative opportunities for larger contracts, OEM partnerships, and expansive global sales. Investors can anticipate Worksport's initial sales outlook for these products during the Q3 2024 earnings call, where Worksport will reveal insights into its accelerating growth trajectory and significant upside potential of the Company. 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. XTI AEROSPACE: Forms Advisory Board, Names Michael Tapp as Chairman ------------------------------------------------------------------- XTI Aerospace, Inc. announced on Sept. 11, 2024, the formation of the XTI Corporate Advisory Board and the appointment of Michael Tapp as its Chairman. Mr. Tapp is an operating partner for Palingen Capital, an evergreen holding company that acquires lower middle market businesses from legacy-minded owners. Mr. Tapp will also serve as a Senior Advisor to the Company. "We have begun an exciting new phase in the growth of XTI Aerospace and we have determined that it is time to evaluate our strategic opportunities to best capitalize on strong demand for the TriFan 600 from industry incumbents," said Scott Pomeroy, Chairman and CEO of XTI. "We believe there is a disconnect between the value of XTI's current stock price and the valuations that have been ascribed to XTI by multiple, credible private parties and Michael Tapp will provide guidance to our Board of Directors through the XTI Corporate Advisory Board as we evaluate our strategic pathways." "XTI innovations represent an inflection point in private regional, medical and military aviation, and I am excited to be part of the team behind it," commented Michael Tapp, newly appointed Chairman of the XTI Corporate Advisory Board and Senior Advisor to XTI. "I have been tasked with assembling a team of key leaders across the industries that demand the capabilities of the TriFan 600 who will provide insights as we advise the XTI Board of Directors in evaluating its corporate direction as XTI enters the next development phase in furtherance of commercialization." Mr. Tapp is an operating partner for Palingen Capital and has served in a similar role for HBC Investments, a private equity firm, after almost a decade of leadership roles at Interstate Battery. While at Interstate, he was an officer on the senior executive team, the President of Interstate's multi-unit franchise system, and the President of Interstate's industrial power management business. He also has contributed to the Investment Committee of the SBoTX Foundation as well as to the boards of directors and corporate advisory boards of several growth stage companies with international footprints. Before joining Interstate, Mr. Tapp held senior executive roles at both operating and private equity organizations while serving on the Executive Committee of the Center for New Ventures and Entrepreneurship at Texas A&M University's Mays School of Business. Mr. Tapp is an active member of the Young Presidents' Organization (YPO) and the National Association of Corporate Directors (NACD). About XTI Aerospace XTI Aerospace, Inc. -- https://xtiaerospace.com/ -- is the parent company of XTI Aircraft Company headquartered near Denver, Colorado. XTI Aerospace is developing the TriFan 600, a vertical lift crossover airplane (VLCA) that combines the vertical takeoff and landing (VTOL) capabilities of a helicopter with the speed and range of a fixed-wing business aircraft. The TriFan 600 is designed to reach speeds of 345 mph and a range of 700 miles. New York-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. XTI Aerospace reported a net loss of $47.10 million for the year ended Dec. 31, 2023, compared to a net loss of $66.30 million for the year ended Dec. 31, 2022. As of June 30, 2024, the Company had $34.04 million in total assets, $23.47 million in total liabilities, and $10.57 million in total stockholders' equity. ZACHRY HOLDINGS: Cain & Skarnulis Represents Creditors ------------------------------------------------------ The law firm of Cain & Skarnulis PLLC (C&S) filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Zachry Holdings, Inc., and affiliates, the firm represents the following Creditors: 1. Nucor Rebar Fabrication South LLC fka Nucor Harris Rebar South LLC fka Harris Rebar Nufab LLC; 2. Cheyanne Adams; 3. James Adams; and 4. Wendy Adams. Nucor Rebar Fabrication South LLC (Nucor) is a supplier of fabricated rebar to joint ventures in which one or more Debtors owned a majority interest. Specifically, Nucor supplies fabricated rebar to (1) CCZJV-GPX (a joint venture comprised of Chiyoda International Corporation, CB&I LLC, and Zachry Industrial, Inc., which joint venture is referred to herein as "CCZJV-GPX") in its construction of the Golden Pass LNG Export Project and (2) BMZ Third Coast Partners (a joint venture comprised of Burns & McDonnell Engineering Company, Inc. and Zachry Industrial, Inc., which joint venture is referred to herein as "BMZ Third Coast Partners") in its construction of the GTPP OSBL Project. The Debtors' chief restructuring officer identified these projects as being among Debtor's five major industrial engineering, construction, and engineering projects current projects. Nucor supplied fabricated rebar under purchase orders which have been fulfilled and regularly invoiced. Cheyanne Adams, James Adams, and Wendy Adams (Adams Plaintiffs) are wrongful death and survival claimants with claims pending against Debtor Zachry Industrial, Inc. in Cheyanne Adams, James Adams, and Wendy Adams v. Zachry Industrial, Inc., et al., No. 23 cv-01437-XR, in the Court for the Western District of Texas, San Antonio Division. The Creditors' nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Nucor Rebar Fabrication South LLC 55 Summer Street Milford, Massachusetts 01757 * $225,382.05 in progress payments and $3,215,172.35 in retainage, exclusive of attorneys' fees and interest. 2. Nucor Rebar Fabrication South LLC 55 Summer Street Milford, Massachusetts 01757 * $25,945.91 in progress payments, exclusive of attorneys' fees and interest. 3. Cheyanne Adams c/o Arnold & Itkin LLP 6009 Memorial Drive Houston, Texas 77007 * Unliquidated 4. James Adams c/o Arnold & Itkin LLP 6009 Memorial Drive Houston, Texas 77007 * Unliquidated 5. Wendy Adams c/o Arnold & Itkin LLP 6009 Memorial Drive Houston, Texas 77007 * Unliquidated The law firm can be reached at: Ryan E. Chapple, Esq. CAIN & SKARNULIS PLLC 303 Colorado Street, Suite 2850 Austin, Texas 78701 512-477-5000 512-477-5011—Facsimile Email:rchapple@cstrial.com About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. None of the entities affiliated with Zachry Construction are Debtors in the chapter 11 cases. Zachry Holdings and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZANO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Zano Industries Inc. 20-25 130th Street College Point, NY 11356-2700 Chapter 11 Petition Date: September 19, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-43903 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Ronald M. Terenzi, Esq. TERENZI & CONFUSIONE, P.C. 401 Franklin Avenue, Suite 304 Garden City, NY 11530 Tel: 516-812-4502 Email: rterenzi@tcpclaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ferdinand Provenzano as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JG4JY6Y/Zano_Industries_Inc__nyebke-24-43903__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Brooklyn C & D LLC $52,304 Rino A/R 58-35 47th Street Maspeth, NY 11378 2. Chase Card Services $17,595 Cardmember Service P.O. Box 15153 Wilmington, DE 19886-5153 3. Con Edison $14,708 P.O. Box 1701 New York, NY 10116-1702 4. DSR/Dinegar-Schneider-Rea $34,285 Gina/Andrew 120 Franklin Avenue Franklin Square, NY 11010 5. Estate of Richard Farren $50,000 c/o Santamarina & Assoc. 260 Madison Avenue 17th Floor New York, NY 10016 6. Gerbe's Service $41,556 P.O. Box 4110 College Point, NY 11356 7. Harbor Vision Management $9,600 159 Harbor Lane Massapequa Park, NY 11762 8. Local 282 Welfare, Pensio $1,002,807 A/P Dept. 2500 Marcus Avenue New Hyde Park, NY 11042 9. Metro Traffic Safety Corp $10,060 M. Scarano P.O. Box 560222 Suite B College Point, NY 11356 10. N & T Repairs Inc. $10,369 33-30 127 Street Corona, NY 11368 11. New York Life $6,317 Insurance P.O. Box 6916 Cleveland, OH 44101 12. NTB/National Ins. $64,170 Brokera Frank Carmio/Drew Mullen 175 Oval Drive Islandia, NY 11749 13. NYC Department of Finance $444,413 P.O. Box 680 Newark, NJ 07101-0680 14. Regal Recycling Co., Inc. $71,560 Marianella Rivera X: 148 170-21 Douglas Avenue Jamaica, NY 11433 15. Silogran Lubricants Inc. $6,340 1166 Manhattan Avenue Suite 500 Brooklyn, NY 11222 16. Tully Construction Corp $8,000 127-50 Northern Blvd. Flushing, NY 11368 17. Tully Environmental Inc. $474,011 127-50 Northern Blvd. College Point, NY 11356 18. United Healthcare of NY $7,160 P.O. Box 94017 Palatine, IL 60094-4017 19. Wolfson, Berbenich & Co. $8,000 200 Old Country Road Suite 350 Mineola, NY 11501 20. Zano Realty, LLC $68,451 2025 130th Street College Point, NY 11356 [*] Financial Stress Continues in Construction and Retail Sectors ----------------------------------------------------------------- Equifax Canada's Q2 Business Credit Trends Report reveals an uptick in businesses missing credit payments. According to the data, over 56,000 businesses missed at least one financial trade in Q2 2024, up 10.2 per cent from the same period in 2023. At a trade level, the 60+ day (volume) financial trade delinquency rate went up from 2.8 per cent to 3.1 per cent in the last 12 months, driven largely by installment loans. Businesses that rushed to take installment loans to pay off their CEBA loans before the deadline, coupled with elevated interest rates, may be contributing to this rise in loan arrears. The delinquency rate for industrial trades saw a similar rise from 5.1 per cent in Q2 2023 to 5.7 per cent in Q2 2024. Data also indicates that businesses that opened in the last 24 months are starting to miss more payments, though still at lower levels than the national average. Financial Stress in Construction and Retail Sectors The construction and retail industries are undergoing financial stress. For construction, the 60+ day financial trade delinquencies increased from 2.9 per cent in Q2 2023 to 3.3 per cent in Q2 2024, while the delinquency rate on asset-based loans more than doubled from last year. The retail sector is experiencing a rise in payment arrears especially in financial trade delinquencies, where the 60+ day delinquency rate has risen from 3.7 per cent in Q2 2023 to 4.2 per cent in Q2 2024. The slowdown in consumer credit card spending and increased missed credit payments may have a direct impact on retail businesses as we enter the holiday season. Meanwhile, businesses in the retail sector are pushing holiday promotions even earlier in the year, potentially reflecting a growing reliance on the holiday season to boost revenues. However, the retail sector could continue to face high delinquency rates as inflation and unemployment impact household budgets. While missed payments across businesses have increased, insolvencies are starting to slow down. Over 1500 businesses filed for bankruptcy in Q2 2024, which is 23.1 per cent lower than last quarter, but up 41.4 per cent from Q2 2023. Despite a slight decrease in the number of insolvencies, many sectors are grappling with higher delinquency rates, reflecting the prolonged impact of economic uncertainty, high interest rates, and external factors such as natural disasters. The Wildfire Effect -- Natural Disasters add to Financial Pressures Recent wildfires in Western Canada, particularly in Alberta and British Columbia, could further exacerbate challenges for small businesses. In these provinces, delinquency rates are higher than the national average, and businesses could struggle to recover from the combined impact of natural disasters and ongoing economic pressures. However, in Alberta the high interprovincial migration of people to Alberta in the last 12 months could create more demand and offset some of these challenges in the short term. "As we analyze the current landscape, while business insolvencies are stabilizing, delinquency rates continue to rise across the board. Sectors like retail and construction could be feeling the pressure as consumer spending weakens and uncertainty remains high for many Canadian businesses," says Jeff Brown, Head of Commercial Solutions for Equifax Canada. "The economic impact of natural disasters, inflation, and fluctuating interest rates have created a challenging environment for businesses to navigate." Interest rates The gradual lowering of interest rates may provide the economic boost many businesses have been hoping for. While interest rates have been lowered in response to the lull in economic activity, the conservative pace of these reductions may have left businesses and consumers hesitant to make significant investments. "As we head into the holiday season, businesses are preparing for one of the most crucial periods of the year, but many are entering it from a weakened position," added Brown. "There is still a lot of uncertainty in the market, and businesses are being very prudent with their financial planning." About Equifax At Equifax (NYSE: EFX), we believe knowledge drives progress. As a global data, analytics, and technology company, we play an essential role in the global economy by helping financial institutions, companies, employers, and government agencies make critical decisions with greater confidence. Our unique blend of differentiated data, analytics, and cloud technology drives insights to power decisions to move people forward. Headquartered in Atlanta and supported by nearly 15,000 employees worldwide, Equifax operates or has investments in 24 countries in North America, Central and South America, Europe, and the Asia Pacific region. For more information, visit Equifax.ca. [*] Ryan Kim Joins Gibson Dunn's New York Office as Partner ----------------------------------------------------------- Gibson Dunn announced that Ryan Kim has joined the firm's New York office as a partner. Ryan will be heading Gibson Dunn's private credit efforts. "We are excited to welcome Ryan to Gibson Dunn," said Scott Greenberg, Global Chair of Gibson Dunn's Business Restructuring and Reorganization Practice Group. "Ryan is a versatile finance lawyer with significant experience in private credit space. He is well known to our clients and a natural fit for our growing team." "Ryan's comprehensive and distinctive practice spans the full life cycle of a credit investment, from initial capital deployment to liability management transactions and in-court and out-of-court restructurings for debtors and creditor groups. He will be an invaluable resource for our clients in a highly active private credit market," added Doug Horowitz, Co-Chair of the firm's Finance Practice Group. "I'm thrilled to begin the next chapter of my career at Gibson Dunn," said Mr. Kim. "The talent across the firm is unmatched, and I very much look forward to working alongside this outstanding team. Gibson Dunn's premier platform is an excellent foundation as I continue to build out my practice." Mr. Kim's arrival continues the growth of Gibson Dunn's New York office, with the recent additions of M&A partner George Sampas, private equity partner Brian Scrivani, special situations partner Caith Kushner, regulatory finance partner Ro Spaziani, real estate finance partners Michael Weinberger and Krystyna Blakeslee, and executive compensation and employee benefits partner Kate Napalkova. About Ryan Kim Ryan Kim is spearheading the firm's private credit initiatives and focuses on advising creditors, asset managers and alternative capital sources on all aspects of financing transactions. Mr. Kim has experience with a wide variety of finance transactions, including syndicated loan financing, cash flow and asset-based lending, rescue financings, debtor-in-possession financings and other special situation opportunities. He is particularly active in representing asset managers deploying capital in the middle market and direct lending spaces. He was previously a partner at an international law firm. He earned his law degree, with honors, from Columbia Law School, where he was a Harlan Fiske Stone Scholar. [] Distressed Investing Conference: Early Bird Discount Extended ---------------------------------------------------------------- Registration is now open for the 31st Annual Distressed Investing Conference, presented by Beard Group, Inc. Access Early Bird discounted pricing, which has been extended until Oct. 1st. 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 The Distressed Investing Conference will be held at The Harmonie Club in New York City. The 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 Kindly visit https://www.distressedinvestingconference.com/ for more information. Contact Will Etchison, Conference Producer, at Tel: 305-707-7493 or will@beardgroup.com for sponsorship opportunities. [^] BOOK REVIEW: Lost Prophets ------------------------------ Lost Prophets: An Insider's History of the Modern Economists Author: Alfred L. Malabre, Jr. Publisher: Beard Books Softcover: 256 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at http://is.gd/KNTLyr Alfred Malabre's personal perspective on the U.S. economy over the past four decades is firmly grounded in his experience and knowledge. Economics Editor of The Wall Street Journal from 1969 to 1993 and author of its weekly "Outlook" column, Malabre was in a singular position to follow the U.S. economy in recent decades, have access to the major academic and political figures responsible for economic affairs, and get behind the crucial economic stories of the day. He brings to this critical overview of the economy both a lively, often provocative, commentary on the picture of the turns of the economy. To this he adds sharp analysis and cogent explanation. In general, Malabre does not put much stock in economists. "In sum, the profession's record in the half century since Keynes and White sat down at Bretton Woods [after World War II] provokes dismay." Following this sour note, he refers to the belief of a noted fellow economist that the Nobel Prize in this field should be discontinued. In doing so, he also points out that the Nobel for economics was not one originally endowed by Alfred Nobel, but was one added at a later date funded by the central bank of Sweden apparently in an effort to give the profession of economists the prestige and notice of medicine, science, literature and other Nobel categories. Malabre's view of economists is widespread, although rarely expressed in economic circles. It derives from the plain fact that modern economists, even hugely influential ones such as John Meynard Keynes, are wrong as many times as they are right. Their economic theories have proved incomplete or shortsighted, if not basically wrong-headed. For example, Malabre thinks of the leading economist Milton Friedman and his "monetarist colleagues" as "super salespeople, successfully merchandising.an economic medicine that promised far more than it could deliver" from about the 1960s through the Reagan years of the 1980s. But the author not only cites how the economy has again and again disproved the theories and exposed the irrelevance of wrong-headedness of the policy recommendations of the most influential economists of the day. Malabre also lays out abundant economic data and describes contemporary marketplace and social activities to show how the economy performs almost independently of the best analyses and ideas of economists. Malabre does not engage in his critiques of noted economists and prevailing economic ideas of recent decades as an end in itself. What emerges in all of his consistent, clear-eyed, unideological analysis and commentary is his own broad, seasoned view of economics-namely, the predominance of the business cycle. He compares this with human nature, which is after all the substance of economics often overlooked by professional and academic economists with their focus on monetary policy, exchange rates, inflation, and such. "The business cycle, like human nature, is here to stay" is the lesson Malabre aims to impart to readers interested in understanding the fundamental, abiding nature of economics. In Lost Prophets, in language that is accessible and jargon-free, this author, who has observed, written about, and explained economics from all angles for several decades, persuasively makes this point. Alfred L. Malabre, Jr. was Economics Editor of the Wall Street Journal from 1969 to 1993 and wrote the weekly "Outlook" column. He also wrote Understanding the New Economy and Beyond Our Means, which received the George S. Eccles Prize from the Columbia Business School as the best economics book in 1987. Malabre was born in April 1931 and lives in eastern Long Island. ********* 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 ***