/raid1/www/Hosts/bankrupt/TCR_Public/241018.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, October 18, 2024, Vol. 28, No. 291
Headlines
1440 FOODS: S&P Assigns 'B-' ICR on Acquisition of FitCrunch
150 SKILLMAN ST.: Seeks Chapter 11 Bankruptcy Protection
22ND CENTURY: Believes to Have Regained Nasdaq Compliance
3160 8TH: Case Summary & Six Unsecured Creditors
31FO LLC: Sec. 341(a) Meeting of Creditors on Nov. 2
600 ROCKS: Hires Farsad Law Office as Bankruptcy Counsel
ABSOLUTE OILFIELD: Starts Subchapter V Bankruptcy
ACCURIDE CORP: Davis Polk Advising ABL Agent in Restructuring
ACCURIDE CORP: Moody's Cuts CFR to 'Ca' Amid Bankruptcy Filing
ADVENT TECHNOLOGIES: Incurs $11.27M Net Loss in Second Quarter
AFAKORI INC: Files for Chapter 11 Bankruptcy Protection
AIO US: Committee Hires A.M. Saccullo Legal as Co-Counsel
AIO US: Committee Taps Province LLC as Financial Advisor
ALCHEMY US: Moody's Rates New Secured Term Loan B3, Outlook Stable
AMERICAN AIRLINES: Egan-Jones Retains B- Senior Unsecured Ratings
ANADA INC: Court Approves Use of Cash Collateral
APPLIED DNA: All Proposals Approved at Annual Meeting
ARRAKIS LLC: Seeks to Hire Bernstein-Burkley P.C. as Counsel
ARTIFICIAL INTELLIGENCE: Posts $3.93M Net Loss in Second Quarter
ASOCIACION CIVIL: L. Todd Budgen Named Subchapter V Trustee
ASPIRE BAKERIES: Moody's Affirms 'B2' CFR, Outlook Stable
B.A.S.S. & M.: Case Summary & 11 Unsecured Creditors
BEASLEY MEZZANINE: Moody's Alters Outlook on 'Caa2' CFR to Stable
BELMONT TRADING: Gets OK to Use Cash Collateral Until Dec. 19
BHAVICHAND LLC: Case Summary & Six Unsecured Creditors
BIG BRAND: Seeks Chapter 11 Bankruptcy Protection
BIOMERICA INC: Incurs $1.32 Million Net Loss in First Quarter
BROOKDALE SENIOR: Completes $182-Mil. Financing, Clears 2025 Debt
BURGERFI INT'L: Creditors Dispute Post-Bankruptcy Funding Terms
CANADIAN UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings
CANDE HOFFMAN: Seeks Chapter 11 Bankruptcy Protection
CARLOS A. ROJAS: Dr. Rojas to Contribute $10K; Files Amended Plan
CELULARITY INC: Incurs $22.01 Million Net Loss in First Quarter
CEMTREX INC: Executes Reverse Stock Split to Regain Nasdaq Listing
CHARTER COMMUNICATIONS: Egan-Jones Retains BB Sr. Unsec. Ratings
CHOBANI HOLDCO II: Moody's Assigns 'B2' CFR, Outlook Stable
CLARITY DIAGNOSTICS: Gets Interim OK to Use Cash Collateral
CLOUD BERN: Furniture Central Seeks Subchapter V Bankruptcy
COHEN REALTY: Two Public Sales to Start on Nov. 8
CONN CORP: Files for Chapter 11 Bankruptcy
CORONET CERAMICS: Hires Johnson & Gubler PC as Counsel
CORRELATE ENERGY: Welcomes 4 New Directors After Board Resignations
CTCHGC LLC: Seeks to Hire Kell C. Mercer PC as Counsel
CYPRUS MINES: Lori Masterson Appointed to Tort Committee
CYTODYN INC: Posts $19.23 Net Income in First Quarter
DALRADA FINANCIAL: Delays Annual Report Amid Auditor Change
DELL TECHNOLOGIES: Egan-Jones Retains BB- Senior Unsecured Ratings
DELTA APPAREL: Wilen Investment Ceases Ownership of Common Shares
DIAMOND G INSPECTION: Sec. 341(a) Meeting of Creditors on Nov. 12
DW TRUST: Case Summary & Nine Unsecured Creditors
EPIC COMPANIES: Gets Court Nod to Use Cash Collateral Until Dec. 1
EPIC! CREATIONS: Claudia Springer Appointed as Chapter 11 Trustee
EXTENDEDFIELDFORCE LLC: Michael Wheatley Named Subchapter V Trustee
EYENOVIA INC: Inks $4 Million Securities Purchase Agreement
FIRSTBASE.IO INC: Gets Interim OK to Use of Cash Collateral
FIRSTENERGY CORP: Egan-Jones Retains BB Senior Unsecured Ratings
FLUID MARKET: Case Summary & 30 Largest Unsecured Creditors
FORM TECHNOLOGIES: S&P Places 'CCC' ICR on CreditWatch Positive
FOSSIL GROUP: Egan-Jones Cuts Senior Unsecured Ratings to CCC
GA VIEWS: Files for Chapter 11 Bankruptcy
GANNETT CO: Egan-Jones Retains CCC+ Senior Unsecured Ratings
GUITAR CENTER: Moody's Cuts CFR to Caa2 & Sr. Secured Notes to Caa3
HACKENSACK BREWING: Nancy Isaacson Named Subchapter V Trustee
HDC HOLDINGS: Dirt Cheap Closing All Locations
HTX WELLNESS: Gets Interim OK to Use Cash Collateral
HUDSON 888: Achieves Confirmation of Reorganization Plan
HYPERSCALE DATA: Holds 14.9% Equity Stake in Algorhythm Holdings
INMAR INC: S&P Rates New $150MM Revolving Credit Facility 'B-'
INNOVATIVE MEDTECH: Delays Filing of Annual Report
INNOVATIVE MEDTECH: Incurs $7.94M Net Loss in FY Ended June 30
ISUN INC: Ridgeback Solar Removed From Creditors' Committee
JEFFERIES GROUP: Egan-Jones Retains BB+ Senior Unsecured Ratings
JGA DEVELOPMENT: Court OKs Montclair Property Sale to 82 Cooper
K & P COMMERCIAL: Gets OK to Use Cash Collateral Until Nov. 8
KIMO TILE @ MARBLE: Commences Subchapter V Case
KND HOSPITALITY: Seeks to Tap Freeman Law as Bankruptcy Counsel
LIGHT S.A.: Chapter 15 Case Summary
LOS ANGELES KOREAN: Case Summary & Five Unsecured Creditors
LPG 405 ALBERTO WAY: Seeks Chapter 11 Bankruptcy Protection
MARKETING ANALYSTS: Sec. 341(a) Meeting of Creditors on Nov. 15
MARTIN MIDSTREAM: S&P Affirms 'B' ICR, Outlook Stable
MESEARCH MEDIA: Trustee Seeks to Hire Leech Tishman as Attorney
MILK STREET: Gets Interim OK to Use Cash Collateral Until Nov. 15
MORAN FOODS: Moody's Appends 'LD' Designation to 'Ca-PD' PDR
MRC GLOBAL: Moody's Assigns 'B1' CFR, Outlook Stable
NEXTTRIP INC: Incurs $1.53 Million Net Loss in Second Quarter
NORTH MISSISSIPPI MEDIA: Kimberly Strong Named Subchapter V Trustee
NRG ENERGY: S&P Rates Proposed $1.5BB Senior Unsecured Notes 'BB'
NUZEE INC: Inks $2 Million Securities Purchase Agreement
PACE ROSEWOOD: Gets Court Nod to Use Cash Collateral
PLA FOUR 107: Taps Ehrlich Petriello Gudin as Special Counsel
PLANET GREEN: To Restate Q2 Report Over Subsidiary Disposal Error
PROFESSIONAL DIVERSITY: Completes $120K Deal With Chinese Investor
PROFUNDITY LLC: Affiliate to Sell Gulfstream Aircraft for $1.8MM
REDLINE METALS: Gets Interim OK to Use Cash Collateral
RETSEL CORP: Gets Final Approval to Use Cash Collateral
ROYAL CARIBBEAN: Egan-Jones Hikes Senior Unsecured Ratings to B
S&W SEED: Delays 10-K Filing Due to Subsidiary Insolvency Issues
SALEM POINTE: Hires Integrity Taxes and Accounting as Accountant
SALUS MEDICAL: Joseph Cotterman Named Subchapter V Trustee
SEALED AIR: Egan-Jones Retains BB- Senior Unsecured Ratings
SPIRIT AIRLINES: Egan-Jones Hikes Senior Unsecured Ratings to CCC
SUMMIT MIDSTREAM: Moody's Assigns 'B2' CFR, Outlook Stable
T-MOBILE US: Egan-Jones Hikes Senior Unsecured Ratings to BB
TEXAS REIT: To Sell Shopping Center to Peiling Wang for $10MM
TRI-MAXX INDUSTRIES: Thomas Willson Named Subchapter V Trustee
TUPPERWARE BRANDS: Lenders Contest Bankruptcy Sale Process Efforts
TURTUR MANAGEMENT: Carol Fox Named Subchapter V Trustee
VERTEX ENERGY: BlackRock Holds 5.2% Stake as of September 25
VICTORIA EDWARD: Gets Interim OK to Use Cash Collateral
VIDEO DISPLAY: Incurs $166K Net Loss in Second Quarter
VIKING BAKED: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
WESTERN DIGITAL: Egan-Jones Hikes Senior Unsecured Ratings to B+
WILLOUGHBY EQUITIES: Starts Subchapter V Bankruptcy Process
WINSTON DEVELOPMENT: Files for Subchapter V Bankruptcy
YOUNG TRANSPORTATION: Starts Subchapter V Bankruptcy Proceeding
[] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures
*********
1440 FOODS: S&P Assigns 'B-' ICR on Acquisition of FitCrunch
------------------------------------------------------------
S&P Global Ratings assigned a 'B-' issuer credit rating to
U.S.-based functional snacking and active nutrition manufacturer
and marketer, 1440 Foods Topco LLC.
S&P said, "We assigned a 'B-' issue-level rating to the proposed
first-lien term loan and a '3' recovery rating, indicating our
expectations of meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default.
"The stable outlook reflects our expectation that demand will
remain favorable driven by consumers' interest in nutrition and
wellness and S&P Global Ratings-adjusted leverage will improve to
the low-7x area over the next 12 months."
Debt leverage is high and cash flow will remain weak.
1440 Foods is acquiring Protein Bar Holding LLC (not rated;
operating as FitCrunch) for about $700 million from Union Capital,
a Boston-based investment management company.
Bain Capital and 4X4 Capital will own the combined company
following this transaction. S&P said, "We estimate S&P Global
Ratings-adjusted pro forma debt leverage for the proposed
transaction for the 12 months ended Sept. 30, 2024, is about 7.9x.
The company also has an earn-out of up to $100 million payable in
perpetual payment-in-kind (PIK) preferred equity, contingent on
achievement of certain gross profit targets in 2024 for FitCrunch.
We, based on our expectation of gross profit generation, expect
this earn-out to be paid out and treat it as 100% debt-like in our
S&P Global Ratings-adjusted debt calculations from fiscal year 2025
onwards. While the instrument is not cash-pay, we view it as
debt-like because it has a 10% PIK rate and is callable at any
time, supporting our view that it is unlikely to remain permanent
capital."
S&P said, "We expect the combined company to generate EBITDA
margins in the high-teens range supported by its premium pricing,
less advertising and marketing spend than other peers and benefits
from a mix of in-house and co-manufacturing. We expect 1440 Foods
to realize about $4 million in cost savings from insourcing of
production in fiscal 2025 (ending Sept. 30, 2025) and $13 million
of synergies from the acquisition. Driving realization of these
synergies will be a reduction in raw materials, reduced spending on
freight and warehousing as a result of larger scale, consolidation
of manufacturing and warehouse operations, and elimination of
duplicate roles in various functions. Given the proposed
debt-funded acquisition, which comes shortly after completion of
Bain Capital's leveraged buyout transaction in December 2023, we
expect 1440 Foods will prioritize its free cash flow for
acquisitions and continue to pursue an acquisitive growth strategy.
We believe leverage could remain more than 7x until fiscal 2026. We
forecast increased capex of about $35 million in fiscal 2024 and
roughly $37 million in fiscal 2025 because of investments related
to vertical integration to insource manufacturing of its products.
This will result in negative free operating cash flow (FOCF) of
about $38 million in fiscal 2024, improving to about $10 million
FOCF generation in fiscal 2025."
The ratings reflect 1440 Foods' relatively small scale, narrow
business focus, and high product, customer and supplier
concentration.
1440 Foods is the former sports and active nutrition division of
The Bountiful Co. (NBTY). The company was formed when 4X4 Capital
acquired the Pure Protein, Met Rx and Body Fortress businesses of
NBTY in October 2021, following the sale of most of NBTY's other
brands to Nestle S.A. Since then, the company has grown modestly to
more than $400 million in revenues (on a stand-alone basis) for
fiscal 2024. Its growth lagged the industry in 2024 due to a shift
in packaging of its largest brand, Pure Protein and rebranding of
its Body Fortress brand. S&P said, "We believe the company has
recovered from these actions and expect 1440 Foods' standalone
business to grow in the 5%-10% range over the next few years. The
acquisition of FitCrunch will add a sizeable and fast-growing brand
with a unique, chef-crafted product offering to the company's
portfolio and expand the scale of its revenue with a roughly 51%
increase in pro forma fiscal 2024 revenue. It will also create a
more balanced brand mix. We expect contributions to revenue of over
40% from Pure Protein, over 30% from FitCrunch and the balance from
the smaller brands--down from a 67% concentration in the Pure
Protein brand. We believe the acquisition will diversify 1440
Foods' presence in the convenience channel, in which it has limited
presence. We expect FitCrunch's revenues to grow more than 20% in
fiscal 2025."
Protein bars will contribute about 78% of the company's combined
revenues, making it susceptible to changing consumer preferences
because consumers preferring lower carb or sugar content in bars
may pursue substitutes. The company also has modest customer
concentration, with Walmart Inc. and Costco Wholesale Corp.
representing about 25% of the combined company's revenues
respectively. The company has significant manufacturing
concentration with a single co-manufacturer producing 90% of 1440
Foods' standalone volumes. FitCrunch uses multiple suppliers for
its ingredients, but its top supplier represents 44% of total
materials spend.
1440 Foods competes in an attractive category with favorable growth
rates and trends but against many competitors.
The convenient nutrition category has registered healthy growth
benefitting from consumers' prioritization of healthy food,
including higher-protein products, and increased snacking and
on-the-go meals. 1440 Foods holds a solid market position in the
protein bars subcategory with the company's brands holding about
8.3% dollar market share collectively, according to Euromonitor.
S&P said, "We believe favorable trends will continue and we expect
the category to expand at mid-single-digit rate over the next few
years. However the space is fragmented and highly competitive,
which could result in pressure prices. 1440 Foods' brands compete
directly against long-standing brands owned by financially stronger
companies including Clif Bar & Co., owned by Mondelez International
Inc.; Kind LLC, owned by Mars Inc.; Nature Valley owned by General
Mills Inc.; and Quest and Atkins, owned by The Simply Good Foods
Co. While each brand targets different functional attributes and
demographics, they focus on high-protein, low-sugar products,
leaving taste, price, and brand loyalty as deciding purchase
factors. Newer entrants such as PepsiCo Inc.'s Gatorade energy bars
are also competing for market share, making the competitive
landscape dynamic. In addition, favorable growth trends make these
products targets of larger packaged food and beverage companies,
making the industry and penetration into food, drug and mass
channels even more competitive.
"We expect vertical integration to drive cost savings, but it
entails significant investments and execution risk.
1440 Foods is undergoing a project to bring production of 1440
Foods' legacy brands in-house. The company expects to service
customers out of the facility beginning in fiscal 2025. The company
believes verticalization will result in $28 million of annual
savings, expected to be fully realized in fiscal 2026, driven by a
reduction in tolling costs for bars and powders, and lower inbound
freight expense and warehouse savings with elimination of
repacking. S&P said, "We believe the company will incur $57.5
million in total capex associated with the verticalization project,
of which $18.6 million has been incurred as of June 2024. The
company also expects to incur incremental operating expenses of
about $21 million in fiscal 2025 to support the facility buildout.
We believe the project entails significant execution risks and
constrains operating flexibility due to higher fixed operating
overheads. We also believe insourcing of production exposes the
company to greater downside if demand is soft."
S&P said, "The stable outlook reflects our expectation that 1440
Foods will continue to grow organically and improve S&P Global
Ratings-adjusted leverage to about 7x by the end of fiscal 2025
from 7.9x at transaction close. We also do not anticipate more
aggressive financial policies or debt-financed dividends in the
next 12 months.
"We could lower the ratings if we expect the company's cash
interest coverage to decline below 1.5x or if the company is unable
to generate positive FOCF, resulting in its capital structure
becoming unsustainable."
This could happen if the company:
-- Experiences difficulties with its verticalization initiative,
resulting in loss of key customers, lower sales, or weaker
absorption of overhead costs;
-- Slows its revenue growth and loses market share to larger
competitors or new entrants; or
-- Makes large, debt-funded acquisitions or dividend
distributions.
While unlikely within the next year, S&P could raise the ratings
if:
-- The company reduces and sustains S&P Global Ratings-adjusted
leverage below 7x; and
-- The company improves annual FOCF generation to at least $10
million; and
-- Cash interest coverage approaches 2x; and
-- The company demonstrates conservative financial policies by not
making large, debt-financed dividends or acquisitions.
150 SKILLMAN ST.: Seeks Chapter 11 Bankruptcy Protection
--------------------------------------------------------
150 Skillman St LLC filed Chapter 11 protection in the Eastern
District of New York. According to court documents, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 8, 2024 at 11:00 a.m. in Room Telephonically on telephone
conference line: 1 (866) 919-4760. participant access code:
4081400#.
About 150 Skillman St LLC
150 Skillman St LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44210) on October 9,
2024. In the petition filed by Henrick Weiss, as sole member, the
Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Nancy Hershey Lord handles the
case.
The Debtor is represented by:
Linda Tirelli, Esq.
TIRELLE LAW GROUP, LLC
50 Main Street
Suite 1265
White Plains, NY 10606
Tel: 914-732-3222
Fax: 914-517-2696
Email: LTirelli@tirellilawgroup.com
22ND CENTURY: Believes to Have Regained Nasdaq Compliance
---------------------------------------------------------
As previously reported, on April 4, 2024, 22nd Century Group, Inc.
received a deficiency letter from the Nasdaq Listing Qualifications
Department indicating that the Company was not in compliance with
Nasdaq's Listing Rule 5550(b)1) because the Company's shareholders'
equity was below the minimum shareholders' equity requirement of
$2,500,000. On June 3, 2024, the Company received a letter from
Nasdaq notifying the Company that Nasdaq had reviewed the Company's
proposed compliance plan submitted on May 17, 2024, and had granted
the request by Company for a 180-calendar day extension from April
4, 2024 for the Company to evidence compliance with the
Stockholders' Equity Requirement by October 1, 2024.
Since the quarter ended March 31, 2024, the Company has undertaken
a number of actions which have increased its stockholders' equity,
including:
(i) the issuance of 1,150,000 shares of our common stock in
connection with extinguishment and settlement of subordinated debt,
which resulted in a corresponding increase in equity of $3.9
million,
(ii) the issuance and sale of an aggregate 21,932,752 shares of
our common stock for net proceeds of $11.6 million,
(iii) the issuance of 2,015,000 shares of our common stock as a
result of conversion of outstanding debt under the Senior Secured
Credit Facility which resulted in a corresponding increase in
equity of $3.1 million,
(iv) the issuance of 2,471,646 shares of our common stock in
connection with the settlement of commercial indebtedness and other
liabilities, which resulted in a corresponding increase in equity
of $1.7 million.
As a result of these actions, the Company believes that, as of
September 30, 2024, it satisfies the stockholders' equity
requirement of at least $2.5 million pursuant to Nasdaq Listing
Rule 5550(b)(1) for continued listing on the Nasdaq Capital
Market.
The Company understands Nasdaq will continue to monitor the
Company's ongoing compliance with the stockholders' equity
requirement and, if at the time of its next periodic report the
Company does not evidence compliance, it may be subject to
delisting.
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company specializing in the sales and distribution of its
proprietary reduced nicotine tobacco products, which have been
authorized as Modified Risk Tobacco Products by the FDA. The
company also provides contract manufacturing services for
conventional combustible tobacco products for third-party brands.
Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has incurred
significant losses and negative cash flows from operations since
inception and expects to continue incurring additional losses until
it can generate substantial revenue and profit in its tobacco
business. Additionally, the company reported negative working
capital and a shareholders' deficit as of December 31, 2023,
raising substantial doubt about its ability to continue as a going
concern.
For the year ended December 31, 2023, the company reported a net
loss of $140.8 million, compared to a net loss of $59.8 million in
2022. As of June 30, 2024, 22nd Century Group had $24.1 million in
total assets, $25 million in total liabilities, and $955,000 in
total stockholders' deficit.
3160 8TH: Case Summary & Six Unsecured Creditors
------------------------------------------------
Debtor: 3160 8th LLC
3160 W. 8th St.
Los Angeles CA 90005
Business Description: 3160 8th LLC owns hotels and motels.
Chapter 11 Petition Date: October 17, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-18458
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Matthew Sean Harrison, Esq.
PROMETHEUS CIVIC LAW
120 Vantis Drive Suite 300
Aliso Viejo CA 92656
Tel: 949-436-4500
E-mail: matt@procivlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Suh as principal/owner.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/FARUSZY/3160_8th_LLC__cacbke-24-18458__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. TJ Enterprise, Inc. Construction $1,200,000
633 West Fifth Street, 26
Los Angeles, CA 90071
Tel: (213) 223-2300
2. TGI BBQ Catering $56,783
2585 W Olympic Blvd
Los Angeles, CA 90006
Tel: (213) 375-7066
3. B.M.P., Inc. Loan $850,000
7622 Katella Ave #221
Stanton, CA 90680
Tel: (714) 767-6654
4. Art Box Office Supplies $2,340
928 S Western Ave #150
Los Angeles, CA 90006
Tel: (323) 795-0266
5. Coalition SEO Data Storage $11,450
445 S Figueroa St #3100
Los Angeles, CA 90071
Tel: (888) 473-6513
6. Kleen Kraft Services Towel, Uniform $34,590
5801 Sheila St
Commerce, CA 90040
Tel: (323) 726-7676
31FO LLC: Sec. 341(a) Meeting of Creditors on Nov. 2
----------------------------------------------------
31FO LLC filed Chapter 11 protection in the Eastern District of New
York. According to court documents, the Debtor reports $12,841,948
in debt owed to 1 and 49 creditors. The petition states funds will
be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 12, 2024 at 10:00 a.m. in Room Telephonically on telephone
conference line: 1 (877) 929-0538. participant access code:
4551117#.
About 31FO LLC
31FO LLC was organized in 2018 as a New York limited liability
company to own and develop real property. The Debtor is the fee
simple owner of real property located at 31 Fort hill, Lloyd Neck,
NY 10073 having an appraised value of $23 million.
31FO LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D.N.Y. Case No. 24-73893) on Oct. 10, 2024. In the
petition filed by David D. DeRosa, as managing member, the Debtor
reports total assets of $23,000,000 and total liabilities of
$12,841,948.
The Honorable Bankruptcy Judge Robert E. Grossman handles the
case.
The Debtor is represented by:
Kevin Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Ave
New York, NY 10017-5690
Email: knash@gwfglaw.com
600 ROCKS: Hires Farsad Law Office as Bankruptcy Counsel
--------------------------------------------------------
600 Rocks Road, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Farsad Law Office,
P.C. as general bankruptcy counsel.
The firm's services include:
a. advising the Debtor with respect to the powers and duties
as Debtor-in-possession in the continued operation of the business
and management of the Debtor's property;
b. taking necessary action to avoid any liens against the
Debtor's property, if needed;
c. assisting, advising and representing the Debtor in
consultations with creditors regarding the administration of this
case, including the creditors holding liens on the property;
d. advising and taking any action to stay foreclosure
proceedings against any of Debtor's property, specifically the
Property discussed above;
e. preparing on behalf of the applicants as
Debtor-in-possession necessary applications, answers, orders,
reports and other legal papers;
f. preparing on behalf of the applicants as
Debtor-in-possession a disclosure statement, a plan of
reorganization, and representing the Debtor at any hearing to
approve the disclosure statement and to confirm the plan of
reorganization;
g. assisting, advising and representing the Debtor in any
manner relevant to a review of any contractual obligations, and
asset collection and dispositions;
h. preparing documents relating to the disposition of
assets;
i. advising the Debtor on finance and finance-related matters
and transactions and matters relating to the sale of the Debtor's
assets;
j. assisting, advising and representing the Debtor in any
issues associated with the acts, conduct, assets, liabilities and
financial condition of the Debtor, and any other matters relevant
to this case or to the formulation of plan(s) of reorganization;
k. assisting, advising and representing the Debtor in the
negotiation, formulation, preparation and submission of any plan(s)
or reorganization and disclosure statement(s);
l. providing other necessary advice and services as the
Debtor may require in connection with this case, including advising
and assisting the Debtor with respect to resolving disputes with
any creditor that may arise;
m. preparing status conference statements, and appearing at
all court hearings as necessary, including status conference
hearings before the court; and
n. obtaining the necessary approval from the Court for
Approval of Disclosure Statement and soliciting ballots as
necessary for plan confirmation.
The firm will be paid at these rates:
Arasto Farsad $350 per hour
Nancy Weng $350 per hour
Paralegals $100 per hour
The firm will be paid a retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Arasto Farsad, Esq., a partner at Farsad Law Office, 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:
Arasto Farsad, Esq.
Nancy Weng. Esq.
Farsad Law Office, P.C.
1625 The Alameda, Suite 525
San Jose CA 95126
Tel: (408) 641-9966
Fax: (408) 866-7334
Email: farsadlaw1@gmail.com
About 600 Rocks Road, LLC
600 Rocks Road, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
24-51267) on August 22, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Robert
Blodgett as managing member.
Paul E. Manasian, Esq. at Law Offices Of Paul E. Manasian
represents the Debtor as counsel.
ABSOLUTE OILFIELD: Starts Subchapter V Bankruptcy
-------------------------------------------------
Absolute Oilfield Services LLC filed Chapter 11 protection in the
Western District of Texas. According to court documents, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will not be available to
unsecured creditors.
About Absolute Oilfield Services LLC
Absolute Oilfield Services LLC was founded in 2011 as a small
company that provided general roustabout services to the oil and
gas industry; supporting the South Texas Eagle Ford Shale Region.
Absolute Oilfield Services LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-11263) on
October 10, 2024. In the petition filed by James Michael Jackson,
as CEO, the Debtor reports estimated assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Shad Robinson oversees the case.
The Debtor is represented by:
Stehepn W. Sather, Esq.
BARRON & NEWBURGER, P.C.
7320 N. Mopac Expressway 400
Austin, TX 78731
Tel: (512) 649-3243
E-mail: ssather@bn-lawyers.com
ACCURIDE CORP: Davis Polk Advising ABL Agent in Restructuring
-------------------------------------------------------------
Davis Polk & Wardwell LLP said it is advising the administrative
agent and collateral agent under an asset-based revolving credit
agreement among Accuride Corporation and other parties, in
connection with Accuride's chapter 11 restructuring.
On Oct. 9, 2024, Accuride and its affiliated debtors filed
voluntary chapter 11 petitions in the United States Bankruptcy
Court for the District of Delaware. In conjunction with the
debtors' postpetition financing, the prepetition revolving lenders
agreed to allow the debtors to use their cash collateral in
exchange for adequate protection liens and superpriority claims on
all of the debtors' prepetition assets and substantially all of the
debtors' postpetition assets. The Court approved the debtors'
access to cash collateral, along with the debtor-in-possession
financing, on an interim basis at the debtors' "first-day" hearing
held on October 11, 2024.
The Davis Polk restructuring team includes partner Eli J. Vonnegut,
counsel Stephanie Massman and associate Motty Rivkin. The finance
team includes partner Kenneth J. Steinberg and associates Theodore
N. Batis and Jee Young Kim. All members of the Davis Polk team are
based in the New York office.
About Accuride Corp.
Accuride Corporation and its affiliates are a global leader in
steel and aluminum wheels and wheel-end components and assemblies,
supplying innovative products to over 1,000 customers in the
commercial vehicles, passenger cars, agriculture, construction and
industrial equipment markets.
Headquartered in Livonia, Michigan, the Debtors are part of a
global enterprise that employs approximately 3,600 individuals at
facilities in the United States, Canada, Mexico, Germany, France,
Turkey, Russia, and China.
Accuride's U.S. entities first filed for Chapter 11 protection in
October 2009, also in Delaware, to restructure in excess of $675
million in debt. The Court confirmed the Company's Plan of
Reorganization in February 2010.
On Oct. 9, 2024, Accuride Corp. and its U.S. entities filed
voluntary petitions for protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12289). Accuride
reported $500 million to $1 billion in assets and liabilities as of
the bankruptcy filing.
In the new chapter 11 cases, the Debtors tapped KIRKLAND & ELLIS
LLP as bankruptcy counsel, YOUNG CONAWAY STARGATT & TAYLOR, LLP, as
local bankruptcy counsel, and PERELLA WEINBERG PARTNERS LP as
investment banker. ALVAREZ & MARSAL NORTH AMERICA, LLC, is the CRO
provider. OMNI AGENT SOLUTIONS is the claims agent.
ACCURIDE CORP: Moody's Cuts CFR to 'Ca' Amid Bankruptcy Filing
--------------------------------------------------------------
Moody's Ratings downgraded Accuride Corporation's (Accuride)
probability of default rating to D-PD from Caa3-PD. Moody's also
downgraded Accuride's corporate family rating to Ca from Caa3. In
addition, Moody's downgraded the rating on the company's senior
secured first lien term loan to Ca from Caa3. The outlook is
stable.
These actions follow the announcement that Accuride filed a
petition for bankruptcy under Chapter 11 of the US Bankruptcy Code
on October 9, 2024. Subsequent to the actions, Moody's will
withdraw all of Accuride's ratings because of the bankruptcy
filing.
Governance risk was a key consideration in Moody's rating actions.
The governance factors included aggressive financial strategies and
risk management practices. These factors resulted in high financial
leverage and the company's inability to meet its debt obligations
which materially constrained liquidity.
RATINGS RATIONALE
The downgrade of the PDR reflects Accuride's bankruptcy filing to
eliminate debt which was $485.6 million at the time of the
petition. The CFR was downgraded to Ca from Caa3, reflecting lower
recovery expectations for Accuride's total debt. The senior secured
first lien term loan was downgraded to Ca based on lower recovery
projections. The stable outlook reflects that recovery prospects
are now appropriately reflected in the ratings.
The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.
Accuride Corporation is a North American, European and Asian
manufacturer and supplier of commercial vehicle and light vehicle
components including wheels and wheel-end components. Prior to the
bankruptcy filing, Crestview Partners was the majority owner of
Accuride since October 2016. Following the bankruptcy, the company
is now owned and controlled by debtholders. Revenue for the twelve
months ended June 2024 was approximately $1.1 billion.
ADVENT TECHNOLOGIES: Incurs $11.27M Net Loss in Second Quarter
--------------------------------------------------------------
Advent Technologies Holdings, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $11.27 million on $805,000 of net revenue for the three
months ended June 30, 2024, compared to a net loss of $21.83
million on $1.11 million of net revenue for the three months ended
June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $20.63 million on $4.26 million of net revenue, compared to
a net loss of $33.82 million on $2.09 million of net revenue for
the same period during the prior year.
As of June 30, 2024, the Company had $14.37 million in total
assets, $17.25 million in total liabilities, and a total
stockholders' deficit of $2.88 million.
"If the Company is unable to obtain sufficient funding, it could be
required to delay its development efforts, limit activities, and
further reduce research and development costs, which could
adversely affect its business prospects and delivery of contractual
obligations. A cash shortfall at any point in time over the next
twelve months could result in the Company failing to meet its
overdue and current obligations which could trigger action against
the Company and/or its subsidiaries for liquidation by employees,
authorities, or creditors. Because of the uncertainty in securing
additional funding, delays in growth of revenue, failure to
materialize cost-cutting efforts and the insufficient amount of
cash and cash equivalents as of the consolidated financial
statement filing date, management has concluded that substantial
doubt exists with respect to the Company's ability to continue as a
going concern for one year from the date the unaudited condensed
consolidated financial statements are issued," Advent Technologies
stated in the SEC filing.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1744494/000182912624006792/adventtech_10q.htm
About Advent Technologies
Headquartered in Livermore, CA, Advent Technologies Holdings, Inc.
is an advanced materials and technology development company
operating in the fuel cell and hydrogen technology space. Advent
develops, manufactures and assembles the critical components that
determine the performance of hydrogen fuel cells and other energy
systems. To date, Advent's principal operations have been to
develop and manufacture Membrane Electrode Assembly (MEA), and fuel
cell stacks and complete fuel cell systems for a range of customers
in the stationary power, portable power, automotive, aviation,
energy storage and sensor markets.
Athens, Greece-based Ernst & Young (Hellas) Certified Auditors
Accountants S.A., the Company's auditor since 2020, issued a "going
concern" qualification in its report dated Aug. 13, 2024, citing
that the Company has suffered recurring operating losses, has a
negative working capital position and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
AFAKORI INC: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Afakori Inc. filed Chapter 11 protection in the Central District of
California. According to court filing, the Debtor reports between
$500,000 and $1 million in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
A Meeting of Creditors under 11 U.S.C. Sec. 341(a) is slated to be
held on Nov. 7, 2024 at 11:00 a.m. at UST-SA2, TELEPHONIC MEETING.
CONFERENCE LINE:1-866-919-3126, PARTICIPANT CODE:3803126. Last day
to oppose discharge or dischargeability is Jan. 6, 2025.
About Afakori Inc.
Afakori Inc. is engaged in the business of steel product
manufacturing from purchased steel.
Afakori Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Cal. Case No. 24-12573) on October 9, 2024. In
the petition filed by Amir Alizadeh, as chief executive officer,
the Debtor reports estimated assets between $1 million and $10
million and estimated liabilities between $500,000 and $1 million.
The Honorable Bankruptcy Judge Scott C. Clarkson handles the case.
The Debtor is represented by:
Jeffrey B. Smith, Esq.
CURD, GALINDO & SMITH, LLP
301 E. Ocean Blvd, Suite 1700
Long Beach, CA 90802
Tel: 562-824-1177
Email: jsmith@cgsattys.com
AIO US: Committee Hires A.M. Saccullo Legal as Co-Counsel
---------------------------------------------------------
The official committee of unsecured creditors of AIO US, Inc. seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ A.M. Saccullo Legal, LLC as its co-counsel.
The firm's services include:
a. providing legal advice regarding Delaware local rules,
practices, and procedures;
b. reviewing and commenting on drafts of documents to ensure
compliance with local rules, practices, and procedures;
c. filing documents as requested by Committee counsel and
coordinating for service of documents;
d. preparing certificates of no objection, certifications of
counsel, and related documents;
e. preparing hearing binders of documents and pleadings,
printing of documents and pleadings for hearings;
f. appearing in Court and at any meeting of creditors on
behalf of the Committee in its capacity as co-counsel to the
Committee;
g. monitoring the docket for filings and coordinating with
Cooley and Caplin & Drysdale, and any other counsel to the
Committee, on pending matters that need responses;
h. maintaining critical dates memorandum to monitor pending
applications, motions, hearing dates and other matters and the
deadlines associated with same and any necessary coordination for
pending matters;
i. performing such other legal services as may be required or
requested or as may otherwise be deemed in the interests of the
Committee in accordance with the Committee’s powers and duties as
set forth in the Bankruptcy Code, Bankruptcy Rules or other
applicable law; and
j. providing additional support to Cooley, Caplin & Drysdale,
and any other counsel to the Committee, as requested.
The firm will be paid at these hourly rates:
Anthony M. Saccullo, Founder $675
Mark T. Hurford, Attorney $625
Thomas Kovach, Attorney $625
Mary (Meg) Augustine, Attorney $585
Rebecca J. Hurford, Paralegal $150
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, A.M.
Saccullo Legal disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- it has not represented the Debtors in the 12 months
prepetition; and
-- Yes. For the period from Sep. 3, 2024 through Oct. 31,
2024.
As disclosed in court filings, A.M. Saccullo Legal is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Anthony M. Saccullo, Esq.
A.M. Saccullo Legal, LLC
27 Crimson King Drive
Bear, DE 19701
Telephone: (302) 836-8877
Facsimile: (302) 836-8787
Email: ams@saccullolegal.com
About AIO US, Inc.
AIO US, Inc. and its debtor-affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-11836) on August 12, 2024, listing
$1,000,000,001 to $10 billion in both assets and liabilities. David
T Queroli, Esq. at Richards, Layton & Finger, P.A. represents the
Debtor as counsel.
AIO US: Committee Taps Province LLC as Financial Advisor
--------------------------------------------------------
The official committee of unsecured creditors of AIO US, Inc. seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Province, LLC as financial advisor.
The firm's services include:
a. becoming familiar with and analyzing the Debtors' DIP
budget, assets and liabilities, and overall financial condition;
b. reviewing financial and operational information furnished
by the Debtors;
c. analyzing the economic terms of various agreements,
including, but not limited to, various professional retentions;
d. analyzing the Debtors' proposed business plans and/or
Chapter 11 Plan and related documents, and developing alternative
scenarios, if necessary;
e. assessing the Debtors' various pleadings including any
settlement agreements, and proposed treatment of unsecured creditor
claims therefrom;
f. assisting the Committee's investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and their affiliates, including certain transactions preceding the
bankruptcy filing and the formation of the Debtors;
g. analyzing claims against the Debtors and non-Debtor
affiliates;
h. assisting and advising the Committee and counsel regarding
the identification and prosecution of estate claims, including in
connection with any issues regarding the filing of the Case and the
propriety of the filing;
i. assisting and advising the Committee in its review and
analysis of, and negotiations with the Debtors and non-Debtor
affiliates related to, intercompany transactions and claims;
j. preparing, or reviewing as applicable, avoidance action and
claim analyses;
k. assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, DIP budgets, and
monthly operating reports;
l. advising the Committee on the current state of these
chapter 11 cases and any proposed Plan and disclosure statement;
m. preparing and updating waterfall analyses and the
components thereof for the Committee to analyze potential claims
recoveries under various scenarios;
n. advising the Committee in negotiations with the Debtors and
third parties as necessary;
o. if necessary, participating as a witness in hearings before
the Court with respect to matters upon which Province has provided
advice; and
p. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
Province's current standard hourly rates are:
Managing Directors and Principals $870 to $1,450
Vice Presidents, Directors,
and Senior Directors $690 to $950
Analysts, Associates,
and Senior Associates $370 to $700
Other / Para-Professional $270 to $410
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Atkinson, a partner at Province, LLC, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael Atkinson
Province, LLC
2360 Corporate Circle, Suite 340,
Henderson, NV 89074
Tel: (702) 685-5555
Email: matkinson@provincefirm.com
About AIO US, Inc.
AIO US, Inc. and its debtor-affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-11836) on August 12, 2024, listing
$1,000,000,001 to $10 billion in both assets and liabilities. David
T Queroli, Esq. at Richards, Layton & Finger, P.A. represents the
Debtor as counsel.
ALCHEMY US: Moody's Rates New Secured Term Loan B3, Outlook Stable
------------------------------------------------------------------
Moody's Ratings assigned a B3 rating to Alchemy US Holdco 1, LLC's
("dba Kymera") $594.5 million Senior Secured First Lien Term Loan
B, EUR120 million Senior Secured First Lien Term Loan B and $50
million Senior Secured First Lien Delayed Draw Term Loan and
affirmed its B3 Corporate Family Rating and B3-PD Probability of
Default Rating. The rating outlook remains stable. Kymera used the
proceeds from the new term loan to pay off its existing term loan
debt, pay down ABL borrowings and to partly fund the acquisition of
Fiven and to cover associated fees and expenses. The B3 rating on
the paid off $454 million senior secured first lien term loan B due
October 2025 has been withdrawn.
RATINGS RATIONALE
Alchemy US Holdco 1, LLC's ("Kymera") B3 Corporate Family Rating
reflects its relatively small scale, high leverage, modest organic
growth prospects and exposure to cyclical end markets, including
the chemicals, automotive and industrial sectors. The rating also
considers the completion of several recent acquisitions which were
funded with incremental term loan debt along with the company's
weaker than anticipated operating performance. This has resulted in
LTM credit metrics which are somewhat weak for the rating. The
rating also reflects the private equity ownership which will likely
prioritize debt funded acquisitions and shareholder-friendly
activities over the pay down of debt.
Kymera's rating is supported by its broad geographic and customer
diversity, adequate liquidity, modest capital spending
requirements, countercyclical working capital needs, and high
barriers to entry. The credit profile is also supported by the
pass-through provisions in a material portion of the company's
contracts which lend some stability to its financial performance,
as well as Moody's expectation for improved operating results over
the next 12-18 months which should bring its credit metrics more in
line with the rating.
Kymera's operating results moderately improved in 2023 with Moody's
adjusted EBITDA of around $76 million due to the benefit of recent
acquisitions and an easy comparison with late 2022 when fires at
facilities owned by both the company and a key customer negatively
impacted its sales and earnings. This was tempered by softer than
anticipated demand and metals pricing resulting from slower
economic growth. Operating results have moderately improved in 1H24
due to recent acquisitions and cost savings initiatives despite
lackluster end market demand, but should improve significantly in
2H24 aided by the acquisition of Fiven.
The acquisition of Fiven enhances the company's scale, profit
margins, and product and end-market diversity and modestly reduces
Kymera's pro forma financial leverage. Fiven is a leading producer
of silicon carbide materials used in metallurgical feedstocks,
refractory materials, semiconductors, lithium-ion batteries, fuel
cells, liquid pump seals, surface conditioning, foam glass,
aerospace and other defense applications.
Kymera's credit metrics are currently somewhat weak for its rating
with an adjusted leverage ratio (debt/EBITDA) around 6.5x and
interest coverage (EBITDA/Interest) of about 1.2x as of June 2024.
Moody's estimate the acquisition of Fiven will have a positive pro
forma impact on these ratios depending on the level of synergies
achieved and will bring them more in line with the B3 Corporate
Family Rating.
Kymera failed to generate free cash flow in years 2021-2023 due to
investments in working capital, capital spending on growth projects
and elevated interest costs. The company may not generate free cash
flow again in 2024 as capital investments remain elevated and
revenue and earnings strengthen and working capital consumes cash.
The company should be able to generate cash in 2025, but Moody's do
not anticipate material debt reduction as free cash is likely to be
used to fund future acquisitions. The company has spent about $450
million on six acquisitions over the past two years.
Kymera has adequate liquidity supported by its moderate cash
balance and ample availability under its unrated $125 million ABL
facility as of July 31, 2024. The credit agreement for the
revolving credit facility only contains a springing fixed charge
coverage ratio of 1.0x that springs when availability is less than
the greater of $8.0 million and 10% of the global line cap. The
company would be able to comply with this covenant with a
reasonable cushion. The first lien senior secured term loan does
not have any financial maintenance covenants.
Debt capital is comprised of a $125 million asset-based revolving
credit facility, a $594.5 million Term Loan B and a EUR 120 million
Term Loan B. The B3 rating on the term loans is commensurate with
the B3 CFR which reflects the loan's position as the preponderance
of debt in the capital structure. Moody's view the unrated ABL,
which has a first lien on working capital assets, as positioned
better than the rated term loan, which has a first lien on fixed
assets and a second lien on working capital assets.
Terms of the new credit facilities include the following:
Incremental pari passu debt capacity up to the greater of $50
million and 33% of consolidated EBITDA, plus unlimited amounts
subject to 4.50x first lien net leverage ratio. There is no inside
maturity sublimit. The credit agreement prohibits the designation
of unrestricted subsidiaries, preventing collateral leakage to such
subsidiaries. A provision restricts the disposition or transfer of
material intellectual property to non-guarantor subsidiaries,
unless pursuant to bona fide joint venture agreements and not for
the purpose of providing credit support for any debt. Guarantees
may not be released if a guarantor ceases to be wholly owned
unless, among other conditions, for bona fide business purpose with
a third-party non-affiliate and not "for liability management
purposes." The credit agreement provides some limitations on
up-tiering transactions, requiring written lender consent for
amendments that contractually subordinate the debt or liens unless
such lenders can ratably participate in such priming debt. The
general debt (which can only be junior or unsecured), contribution
debt, and intercompany investments and dispositions carve outs may
not be used "for liability management purposes."
The stable outlook assumes Kymera will achieve a materially
improved operating performance over the next 12-18 months and that
its credit metrics will become more commensurate with its rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Kymera's ratings could be considered for an upgrade if adjusted
financial leverage trends toward 5x, retained cash flow is
sustained above 8% of net debt and the company demonstrates a
commitment to more conservative financial policies.
Kymera's ratings could be downgraded if adjusted financial leverage
is sustained above 6x, retained cash flow is sustained below 5% of
net debt or the company experiences a substantive deterioration in
liquidity.
Headquartered in North Carolina, Alchemy US Holdco 1, LLC's
("Kymera") is a global specialty materials manufacturer and service
provider, specializing in the production and service of metal-based
powders, custom alloys and coatings and silicon carbide materials.
The company serves a diverse array of applications and end markets
including aerospace, automotive, general industrial, metallurgical
and others. Its Engineered Materials segment produces pure and
alloyed aluminum, copper, titanium, tantalum, vanadium and other
base metals in the form of powders, pastes and granules. Its
Surface Technologies segment produces materials and alloys and
provides application technologies and services to prevent wear and
corrosion in demanding environments. Its new Meta Ceramics division
produces silicon carbide materials. The company operates plants
spread across the United States, Europe, the Middle East, Australia
and China. The company generated $684 million in revenues during
the LTM period ended June 30, 2024.
The principal methodology used in these ratings was Chemicals
published in October 2023.
AMERICAN AIRLINES: Egan-Jones Retains B- Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on October 2, 2024, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by American Airlines Group Inc. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Fort Worth, Texas, American Airlines Group Inc.
operates an airline.
ANADA INC: Court Approves Use of Cash Collateral
------------------------------------------------
Anada, Inc. and its affiliates got the green light from the U.S.
Bankruptcy Court for the Western District of Wisconsin to use the
cash collateral of IsoNova Technologies, LLC and other secured
creditors through Oct. 31.
During a telephonic hearing, the court recognized the need for
continued use of cash collateral to sustain the companies'
operations and maximize asset value ahead of a planned sale.
David Rettig, the companies' chief executive officer, testified
that the companies' source of income relied on ongoing operations
and that halting activities could lead to immediate layoffs. An
investment banker, Neil Gupta, further supported this by stating
that potential buyers were interested in the business's ongoing
viability, emphasizing that operational disruptions could
negatively impact buyer interest and asset value.
IsoNova's objection to the cash collateral motion did not
specifically challenge any individual budget item or demonstrate
that expenses were unnecessary. Instead, IsoNova expressed concerns
that the cash balance would drop significantly by the end of
October, partly due to the adequate protection payments outlined in
the budget. Despite this, IsoNova acknowledged that it did not
oppose the companies' potential sale and conceded that a successful
sale would likely yield higher returns than liquidation.
Ultimately, the court approved the motion, allowing the companies
to continue using cash collateral and to make payment of over
$50,000 to IsoNova this month. The court found that IsoNova's
interests were adequately protected through the proposed adequate
protection payment and existing lien provisions.
About OvaInnovations LLC
Madison, Wis.-based OvaInnovations, LLC and its affiliates, Anada
Inc. and Crimson Holdings, LLC, filed Chapter 11 petitions (Bankr.
W.D. Wis. Lead Case No. 24-10663) on April 8, 2024. At the time of
the filing, OvaInnovations reported $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Anada, Inc.
listed $100,000 to $500,000 in assets and $1 million to $10 million
in liabilities.
Judge Thomas M. Lynch oversees the cases.
The Debtors tapped Kristin J. Sederholm, Esq., at Krekeler Law, SC,
as bankruptcy counsel; Frost, PLLC as accountant; and SSG Advisors,
LLC as investment banker.
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by the law firms of Richman & Richman, LLC
and Miller, Canfield, Paddock and Stone, PLC.
APPLIED DNA: All Proposals Approved at Annual Meeting
-----------------------------------------------------
Applied DNA Sciences, Inc. held its 2024 annual meeting of
stockholders. The following proposals were voted on and were
approved by the Company's stockholders at the Annual Meeting:
I. Elected James A. Hayward, Robert B. Catell, Joseph D.
Ceccoli, Yacov A. Shamash, Sanford R. Simon, Elizabeth Schmalz
Shaheen to serve as directors until the 2025 annual meeting of
stockholders or until their respective successors are duly elected
and qualified;
II. Ratified the appointment of Marcum LLP as the Company's
independent registered public accounting firm for the fiscal year
ending September 30, 2024;
III. Granted the board of directors of the Company discretionary
authority for 12 months to amend the Company's certificate of
incorporation, as amended, to authorize a reverse stock split of
common stock, at a ratio in the range from one-for-five to
one-for-fifty, with such specific ratio to be determined by the
Company's Board following the Annual Meeting; and
IV. Approved, in accordance with Nasdaq Listing Rule 5635(d),
the exercisability of certain common stock purchase warrants, and
the issuance of the common stock underlying such warrants, which
warrants were issued in connection with an offering of securities
of the Company that occurred on May 28, 2024.
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com/ -- is a
biotechnology company developing and commercializing technologies
to produce and detect deoxyribonucleic acid and ribonucleic acid.
Using polymerase chain reaction to enable the production and
detection of DNA and RNA, the Company currently operates in three
primary business markets: (i) the enzymatic manufacture of
synthetic DNA for use in the production of nucleic acid-based
therapeutics (including biologics and drugs) and, through our
recent acquisition of Spindle, the development and sale of a
proprietary RNA polymerase for use in the production of mRNA
therapeutics; (ii) the detection of DNA and RNA in molecular
diagnostics and genetic testing services; and (iii) the manufacture
and detection of synthetic DNA for industrial supply chain security
services.
Applied DNA Sciences reported a net loss of $10.02 million for the
12 months ended Sept. 30, 2023, compared to a net loss of $8.27
million for the 12 months ended Sept. 30, 2022. As of June 30,
2024, the Company had $16.69 million in total assets, $4.46 million
in total liabilities, and $12.23 million in total equity.
Going Concern
"The Company has recurring net losses. The Company incurred a net
loss of $3,774,563 and generated negative operating cash flow of
$10,462,332 for the nine-month period ended June 30, 2024. At June
30, 2024, the Company had cash and cash equivalents of $10,442,131.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for one year from the date of
issuance of these financial statements," Applied DNA said in its
Quarterly Report for the period ended June 30, 2024.
ARRAKIS LLC: Seeks to Hire Bernstein-Burkley P.C. as Counsel
------------------------------------------------------------
Arrakis LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Pennsylvania to employ Bernstein-Burkley, P.C.
as counsel.
The firm's services include:
a) providing the Debtor legal advice with respect to its
powers and duties as debtor-in-possession in the continued
operation of its business and management of its property;
b) preparing on behalf of the Debtor, as debtor-in-possession,
necessary motions, applications, answers, proposed orders, reports
and other legal papers; and
c) performing all other legal services for the Debtor as
debtor-in-possession which may
be necessary.
The firm's hourly rates are as follows:
Attorneys $240 - $625
Paralegals $125 - $195
The firm received a retainer in the amount of $15,000.
Kirk Burkley, Esq., at Bernstein-Burkley, 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:
Kirk B. Burkley, Esq.
Bernstein-Burkley, P.C.
707 Grant Street, 2200 Gulf Tower
Pittsburgh, PA 15219
Tel: (412) 456-8102
Fax: (412) 456-8135
Email: kburkley@bernsteinlaw.com
About Arrakis LLC
Arrakis, LLC owns and operates the Comfort Inn & Suites
Pittsburgh-Northshore, a 96-room hotel located at 820 East Ohio
Street, Pittsburgh, Pa.
Arrakis filed Chapter 11 petition (Bankr. W.D. Pa. Case No.
24-22322) on Sept. 20, with $1 million to $10 million in assets and
$10 million to $50 million in liabilities.
Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C. is the Debtor's
legal counsel.
ARTIFICIAL INTELLIGENCE: Posts $3.93M Net Loss in Second Quarter
----------------------------------------------------------------
Artificial Intelligence Technology Solutions Inc. filed with the
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $3.93 million on $1.34 million of
revenues for the three months ended Aug. 31, 2024, compared to a
net loss of $4.76 million on $386,363 of revenues for the three
months ended Aug. 31, 2023.
For the six months ended Aug. 31, 2024, the Company reported a net
loss of $8.12 million on $2.53 million of revenues, compared to a
net loss of $9.31 million on $771,571 of revenues for the six
months ended Aug. 31, 2023.
As of Aug. 31, 2024, the Company had $9.22 million in total assets,
$54.68 million in total liabilities, and a total stockholders'
deficit of $45.47 million.
Artificial Intelligence stated, "Management believes that we will
continue to incur losses for the immediate future. Therefore, we
will need additional equity or debt financing until we can achieve
profitability and positive cash flows from operating activities, if
ever. These conditions raise substantial doubt about our ability
to continue as a going concern. Our unaudited condensed
consolidated financial statements do not include and adjustments
relating to the recovery of assets or the classification of
liabilities that may be necessary should we be unable to continue
as a going concern."
Management Comments
Steve Reinharz, CEO and CTO of AITX, said, "Our continued
outstanding growth in revenue highlights the growing demand for our
AI driven solutions and the unwavering commitment of our team.
With us just six weeks into the second half of the fiscal year,
we're driving as hard as possible to both surpass the operationally
profitability goal and hit the ambitious goal of having $1 million
in recurring monthly revenue when we add deployed RMR to contracted
backlog RMR. With deliveries of RADCam expected to begin in
December, it could be a nice boost to our year end numbers. As our
AIR technology populates through our 4th generation solutions, I
believe sales activity will get even more exciting. These new
developments will expand our product offerings and elevate industry
expectations. Lastly, you can always count on some surprises on
the solution and sales front."
"Having our gross profit at 41% of revenue is a significant
improvement but we still have many efficiencies to gain," Reinharz
noted. "We are driving towards continued improvements in this
number, particularly next fiscal year."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001498148/000149315224041126/form10-q.htm
About Artificial Intelligence Technology
Headquartered in Ferndale, Mich., Artificial Intelligence
Technology Solutions Inc. is an innovator in the delivery of
artificial intelligence-based solutions that empower organizations
to gain new insight, solve complex challenges, and fuel new
business ideas. Through its next-generation robotic product
offerings, AITX's RAD, RAD-R, RAD-M, and RAD-G companies help
organizations streamline operations, increase ROI, and strengthen
business. AITX technology improves the simplicity and economics of
patrolling and guard services, allowing experienced personnel to
focus on more strategic tasks. Customers augment the capabilities
of existing staff and gain higher levels of situational awareness,
all at drastically reduced costs. AITX solutions are well-suited
for use in multiple industries such as enterprises, government,
transportation, critical infrastructure, education, and
healthcare.
Deer Park, Illinois-based L J Soldinger Associates, LLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated May 9, 2024, citing that the
Company had a net loss of approximately $20.7 million, an
accumulated deficit of approximately $133.0 million, and
stockholders' deficit of approximately $40.2 million as of and for
the year ended Feb. 29, 2024, which raise substantial doubt about
its ability to continue as a going concern.
ASOCIACION CIVIL: L. Todd Budgen Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Asociacion Civil San Antonio De Lisboa, LLC.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Asociacion Civil San Antonio De Lisboa
Asociacion Civil San Antonio De Lisboa, LLC sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
24-05221) on Sept. 27, 2024, with as much as $1 million in both
assets and liabilities.
Judge Grace E. Robson oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC serves as the
Debtor's bankruptcy counsel.
ASPIRE BAKERIES: Moody's Affirms 'B2' CFR, Outlook Stable
---------------------------------------------------------
Moody's Ratings affirmed Aspire Bakeries Holdings, LLC's B2
Corporate Family Rating and B2-PD Probability of Default Rating.
Moody's concurrently affirmed the B2 rating on the company's first
lien senior secured debt. The actions follow the leveraging
recapitalization announced. The rating outlook is stable.
Aspire's financial sponsor Lindsay Goldberg has agreed to sell the
company to a Lindsay Goldberg-managed continuation vehicle ("CV").
Lindsay Goldberg, alongside management, will roll substantially all
of its existing economic interest in the CV. New investors will be
investing in the CV and existing limited partners will be given the
opportunity to roll their existing interest into the CV or exit the
investment. To complete the transaction, Aspire plans to raise an
incremental $608.5 million term loan along with approximately $800
million of new cash and rolled equity. The additional debt is
expected to increase debt/EBITDA by roughly three turns to 5.6x (on
a Moody's adjusted basis) for the last 12 month (LTM) period ended
July 27, 2024 from about 2.5x as of July 2024. The transaction is
credit negative given the significant increase in leverage and
interest expense. The company is concurrently upsizing its revolver
commitment by $60 million to $200 million.
Moody's affirmed the B2 Corporate Family Rating and maintained the
stable outlook because there was some cushion within the B2 CFR to
accommodate incremental debt, highlighted by Aspire's relatively
modest debt/EBITDA leverage of 2.5x as of July 27, 2024 (on a
Moody's adjusted basis). The upsize of the revolver also bolsters
liquidity as the revolver is anticipated to remain undrawn at the
close of the financing. Aspire's operating profitability continues
to improve, with a 5% revenue increase expected in fiscal 2024 and
a more than 50% increase in Moody's adjusted EBITDA, driven by
strategic pricing, trade spend optimization, modest volume growth,
and moderating input cost inflation. Over the next 12-18 months,
Moody's anticipate mid to high single-digit EBITDA growth,
supported by new business wins and a shift towards
higher-value-added products, which will contribute to deleveraging
to below 5x. However, free cash flow will be reduced because of the
higher interest burden and capex.
Aspire's good liquidity is supported by positive projected free
cash flow and an undrawn revolving credit facility. By the fiscal
year-end on July 27, 2024, Aspire is expected to have $40 million
in cash and $125 million of availability on its $140 million
revolver (net of an estimated $15 million in outstanding letters of
credit). Pro forma for the revolver upsize to $200 million,
revolver availability will improve to $185 million. Free cash flow
is expected to decline in fiscal 2025 to $10-20 million from $50
million in fiscal 2024, primarily due to higher capital spending
and interest expense, though partially offset by earnings growth
and lower restructuring costs. Capital spending will be elevated
over the next 12 months due to investments in capacity to support
recent business wins, with the new capacity anticipated to be
operational in early fiscal 2026. Capital spending is expected to
decline in the second half of fiscal 2026, leading to a projected
free cash flow exceeding $50 million for the entire fiscal year.
The amended revolving credit facility agreement is expected to
contain a 8.00x maximum first lien net leverage covenant that
springs when utilization exceeds 40% of the commitment. Moody's do
not expect the covenant to be triggered over the next 12 months,
but if it does, Moody's expect that the company will have
sufficient cushion, due in part to a permissive EBITDA definition
that includes add backs to reported results.
RATINGS RATIONALE
Aspire's B2 CFR reflects its modest scale, thin operating profit
margin and narrow product categories within the food sector. The
rating also reflects high event risk associated with private equity
ownership, highlighted by the high leverage following the proposed
recapitalization transaction that was announced in September 2024.
Pro forma for the recapitalization, debt/EBITDA is expected to be
5.6x (on a Moody's adjusted basis) for the LTM period ended July
27, 2024. Moody's anticipate a decline in leverage to below 5x
within the next 12-18 months driven by earnings growth. Aspire's
ratings are supported by its leading market positions in breads,
cookies, donuts and muffins within US foodservice channels. The
ratings are also supported by improving profitability behind the
company's pricing actions and profitability initiatives. There is
potential downside to Moody's forecast because of potential
pushback on customer pricing or foodservice volume pressure due to
consumers continuing to remain cautious with spending or
away-from-home food consumption.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's view that Aspire will maintain
good liquidity including positive free cash flow and organically
grow revenue and EBITDA to reduce debt/EBITDA leverage over the
next 12-18 months. Due to elevated capital spending on capacity
investments for recent business wins, free cash flow will be
temporarily constrained. However, Moody's anticipate a solid
recovery in fiscal 2026.
A rating downgrade could occur if operating performance
deteriorates, the financial policy becomes more aggressive,
liquidity deteriorates, or free cash flow is not sustained at a
comfortably positive level. Quantitatively, a downgrade could occur
if debt/EBITDA is sustained above 5.5x.
A rating upgrade could occur if Aspire is able to meaningfully
increase scale, sustainably grow earnings supported by consistent
revenue and EBITDA margin expansion, and generate consistent and
solid free cash flow. Aspire would also need to sustain debt/EBITDA
at or below 4.0x.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
COMPANY PROFILE
Aspire Bakeries Holdings, LLC ("Aspire"), headquartered in Los
Angeles, California, produces and sells primarily breads, cookies,
donuts and muffins to foodservice and retail in-store bakery
customers. The company sells private label and branded products
under the La Brea Bakery, Otis Spunkmeyer and Oakrun Farm Bakery
brands. Aspire was previously a standalone subsidiary of Aryzta AG.
The business was acquired by Aspire's private equity sponsor
Lindsay Goldberg for $850 million in May 2021. Sales are estimated
to be $1.6 billion for the fiscal year ended July 27, 2024.
B.A.S.S. & M.: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Lead Debtor: B.A.S.S. & M., Inc.
2516 Waukegan Rd #339
Glenview, IL 60025
Business Description: The Debtors are primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: October 16, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Twenty-one affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
B.A.S.S. & M., Inc. (Lead Debtor) 24-15381
Dover I, LLC 24-15384
Dagny, LLC 24-15387
Daisyland, LLC 24-15390
Darcy, LLC 24-15392
Darden, LLC 24-15394
Debrox, LLC 24-15396
Derby, LLC 24-15397
Dion, LLC 24-15398
Direct, LLC 24-15399
Distinctive, LLC 24-15400
Dorchester, LLC 24-15401
MGIL LLC 24-15402
Real Soil, LLC 24-15403
Real Taxes, LLC 24-15405
Regal, LLC 24-15406
S.T.E.P.A., Inc. 24-15407
STTA LLC 24-15408
Super I, LLC 24-15410
Vital, LLC 24-15412
Vivid, LLC 24-15414
Debtors'
General
Bankruptcy
Counsel: Scott B. Lepene, Esq.
ARENTFOX SCHIFF LLP
1301 Avenue of the Americas, 42nd Floor
New York, NY 10019
Tel: 312-258-5500
Email: Scott.Lepene@afslaw.com
Debtors'
Financial
Advisor: ROCK CREEK ADVISORS, LLC
Debtors'
Claims,
Noticing &
Balloting Agent
and Administrative
Advisor: STRETTO, INC.
Lead Debtor's
Estimated Assets: $1 million to $10 million
Lead Debtor's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Suzie B. Wilson as authorized
representative.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/GR4VN5Y/BASS__M_Inc__ilnbke-24-15381__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XJVGE7Y/Dover_I_LLC__ilnbke-24-15384__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XXJAIFY/Dagny_LLC__ilnbke-24-15387__0001.0.pdf?mcid=tGE4TAMA
List of Lead Debtor's 11 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Baba Law Legal Fees $8,587
7330 N. Cicero Ave.
Lincolnwood, IL 60712
2. Chicago Transit Authority Judgments Unknown
Law Department
567 West Lake Street
Chicago, IL 60661
3. City of Chicago Unknown
121 N. LaSalle Street
Chicago, IL 60602
4. Cook County Treasurer's Office Unknown
118 North Clark
Street, Room 112
Chicago, IL 60602
5. DeVore Radunsky LLC Legal Fees $42,443
230 W. Monroe St.
Suite 230
Chicago, IL 60606
6. Elrod Friedman LLP Legal Fees Unknown
325 N. LaSalle St.
Suite 450
Chicago, IL 60654
7. Goldstine, Skrodzki, Legal Fees $12,586
Russian, Nemec and Hoff, Ltd.
835 McClintock
Drive, 2nd Floor
Burr Ridge, IL 60527
8. Illinois Treasurer's Office Unknown
555 W. Monroe
Street, 14th floor
Chicago, IL 60661
9. Landsman Saldinger Carroll, PLLC Legal Fees $12,295
161 N. Clark St.
#1600
Chicago, IL 60601
10. Office of the Clerk of Unknown
the Circuit Court of Cook County
50 W. Washington,
Suite 1001
Chicago, IL
60602-1305
11. Union Recycling & Waste Service Fees $9,000
c/o Kevin Raczkowski
PO Box 17014
Chicago, IL 60617
BEASLEY MEZZANINE: Moody's Alters Outlook on 'Caa2' CFR to Stable
-----------------------------------------------------------------
Moody's Ratings affirmed Beasley Mezzanine Holdings, LLC's Caa2
Corporate Family Rating following the closing of the debt exchange,
tender offer and new debt issuance. Concurrently, Beasley's
Probability of Default Rating was downgraded to D-PD from Caa2-PD
to reflect Moody's view that the debt exchange is considered a
distressed exchange, which is a default under Moody's definition.
Moody's will upgrade the PDR to Caa2-PD in a few business days.
Also, Moody's assigned a B2 rating to the new $30.9 million 11%
backed senior secured first lien notes due August 2028 and Caa2
rating to the new $185 million 9.2% backed senior secured second
lien notes due August 2028. Moody's downgraded the rating on the
existing senior unsecured (senior secured prior to debt exchange)
debt of $4.3 million notes due February 2026 to Ca from Caa2.
Beasley's Speculative Grade Liquidity (SGL) Rating was downgraded
to SGL-4 from SGL-3. The outlook was changed to stable from
negative.
On October 7, 2024, Beasley announced that it closed on a debt
exchange with creditors representing approximately 98.4% ($263
million) of the outstanding $267 million principal amount of 2026
notes. Under the transaction support agreement (TSA), Beasley
exchanged $195 million in principal amount of the 2026 notes into
$185 million principal amount of senior secured notes due August
2028 (a 5% discount to par) and provided pro rata shares of class A
common stock and a consent fee of $5 per $1,000 of existing notes
in cash. In connection with the exchange offer, Beasley solicited
consents from notes holders to eliminate substantially all
covenants and release all the collateral securing the debt. As a
result, debt holders who did not participate in the exchange offer
were subordinated to the new debt. In addition, the company
tendered for $68 million in principal amount of the existing notes
at a 37.5% discount to par utilizing proceeds from the issuance of
$30.9 million of new 11% senior secured notes due August 2028 and
cash on the balance sheet.
The change in outlook to stable from negative reflects the 18% debt
reduction that improved pro forma financial leverage (excluding
Moody's standard lease adjustments) to around 10x from 13x as of
LTM Q2 2024 and will result in annual interest expense savings of
approximately $3 million. In addition, the extended debt maturity
profile to 2028 from 2026 provides Beasley with some additional
room to improve its operating performance and expand its digital
segment. However, Beasley's operating performance is pressured by
ongoing weak radio advertising demand, high leverage despite the
debt reduction and negative free cash flow generation. Although
Moody's expect Moody's adjusted debt to EBITDA to improve to
high-7x in 2024 benefitting from political ad dollars and debt
reduction, leverage is projected to increase to mid-8x in 2025 due
to lower political advertising revenue in a non-political year.
Governance considerations were a key driver of the rating action.
The company's financial policies have contributed to operating with
very high leverage which has led to a distressed exchange.
RATINGS RATIONALE
The Caa2 CFR reflects Beasley's small operating scale, high
leverage and negative free cash flow generation. Similar to its
peers, Beasley has been impacted by the weak radio advertising
demand resulting from the continuous negative secular pressures.
Moody's project leverage to decline to high-7x in 2024 from 12x in
2023 driven by higher political ad spend and the decrease in debt
resulting from the transaction. However, adjusted debt to EBITDA is
expected to increase to mid-8x in 2025 based on Moody's projection
of a revenue decrease in the low-single digits percentage due to
lower political ad dollars and a decline in the traditional radio
segment partially offset by growth in digital advertising
solutions. The adjusted EBITDA margin will improve to the high-10%
driven by cost reduction initiatives including headcount
management, lower programming costs as the company focuses on
increasing station efficiency, and streamlining operations in the
digital segment. At the same time, the rating takes into
consideration the company's strong market position in most of the
markets that it operates in, growing digital revenue and continued
cost reduction efforts. Beasley has been investing in its digital
platform and Moody's expect further growth in digital revenue over
time.
The SGL-4 rating reflects Beasley's weak liquidity position given
the negative free cash flow generation and no access to a revolving
credit facility. Although Beasley had $33 million of cash on the
balance sheet as of Q2 2024, cash is expected to decrease as the
company paid approximately $13 million for a portion of the tender
offer and consent fee. Moody's expect free cash flow to be slightly
positive in 2024 benefitting from political revenue; however, free
cash flow is expected to turn back to slightly negative in a
non-political year. The new 11% notes are subject to a springing
maturity of November 2025 if any of the existing notes remain
outstanding as of November 2025. As a result, Moody's anticipate
Beasley will repay the remaining $4 million of the existing notes
in 2025. There are no financial maintenance covenants on the new
senior secured notes.
The B2 rating on the new 11% senior secured first lien notes due
2028 is three notches above the Caa2 CFR given the instrument's
small size, senior most ranking in the capital structure, and first
loss support provided by the new 9.2% notes, the stub debt and
unsecured claims. The new 11% notes are secured on a first lien
basis by substantially all assets and are guaranteed by Beasley
Broadcast Group, Inc., the direct parent of the company and its
domestic subsidiaries. The Caa2 rating on the new 9.2% senior
secured second lien notes due 2028, which is in line with the CFR,
reflects the ranking within the capital structure behind the first
lien notes and the preponderance of the capital structure. The new
9.2% notes are secured on a second lien basis by the same
collateral as the first lien notes. The new notes are not subject
to financial maintenance covenants. The Ca rating on the old notes
reflect the subordination and significant amount of secured debt
ahead of it in the debt structure. The old notes, which were senior
secured prior to the debt exchange, are now unsecured as the
collateral securing the old debt were released.
Beasley's ESG Credit Impact Score is CIS-5 reflecting governance
risks related to the company's track record of operating with very
high leverage levels which has led to a distressed exchange and
risks related to the sustainability of the capital structure.
The stable outlook reflects Moody's expectation that Moody's
adjusted financial leverage will fall and remain below 9x while
free cash flow will be modestly negative in the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Beasley is able to substantially
grow profitability or reduce debt levels such that the liquidity
position improves and the probability of default declines.
The ratings could be downgraded further if Beasley's liquidity
position and operating performance deteriorates or Moody's
assessment of the probability of default were to increase.
Beasley Mezzanine Holdings, LLC owns and operates 60 radio stations
and related websites and mobile applications across 13 markets. The
company's station portfolio is located mainly across the eastern
seaboard of the United States, with major contributions to revenue
from the Boston, Detroit and Philadelphia markets. The company is
publicly traded but controlled by the Beasley family through a
dual-class share structure. Beasley generated approximately $241
million for the last twelve months ending June 2024.
The principal methodology used in these ratings was Media published
in June 2021.
BELMONT TRADING: Gets OK to Use Cash Collateral Until Dec. 19
-------------------------------------------------------------
Belmont Trading Co., Inc. received interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to use the
cash collateral of Kassel Financing, LLC, and the U.S. Small
Business Administration until Dec. 19.
The company can use cash collateral to pay up to $170,300 in
operating expenses pursuant to its budget.
Belmont granted a first priority security interest to Kassel and a
second priority interest to the SBA in all its assets.
A status hearing is set for Dec. 1.
About Belmont Trading Co.
Belmont Trading Co., Inc. offers full-service value recovery and
recycling services for mobile devices. It processes retired mobile
devices and remarket and resell them.
Belmont sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ill. Case No. 23-12083) on September 12, 2023,
with $2,575,764 in assets and $15,773,104 in liabilities. Belmont
President Igor Boguslavsky signed the petition.
Judge Janet S. Baer oversees the case.
O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents
the Debtor as legal counsel.
BHAVICHAND LLC: Case Summary & Six Unsecured Creditors
------------------------------------------------------
Debtor: Bhavichand, LLC
d/b/a Motel 6 Alvarado
1185 W Hwy 67
Alvarado, TX 76009
Business Description: Bhavichand, LLC is part of the traveler
accommodation industry.
Chapter 11 Petition Date: October 16, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-43756
Judge: Hon. Edward L Morris
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Satish D. Patel as manager.
A copy of the Debtor's list of six unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/Q6V5LUA/Bhavichand_LLC__txnbke-24-43756__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QRD7CHI/Bhavichand_LLC__txnbke-24-43756__0001.0.pdf?mcid=tGE4TAMA
BIG BRAND: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------
Big Brand Management Ltd. Co. filed Chapter 11 protection in the
Eastern District of Texas. According to court filing, the Debtor
reports between $500,000 and $1 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
November 13, 2024 at 9:00 a.m. via Telephonic Dial-In Information
at https://www.txeb.uscourts.gov/341info.
About Big Brand Management Ltd. Co.
Big Life Management Ltd was founded in 1986. The company's line of
business includes providing various business services.
Big Brand Management Ltd. Co. sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-42411) on Oct. 10,
2024. In the petition filed by Louie Comella, as managing
director, the Debtor estimated assets between $10 million and $50
million and liabilities between $500,000 and $1 million.
The Honorable Bankruptcy Judge Brenda T. Rhoades handles the case.
The Debtor is represented by:
Robert T DeMarco, Esq.
DEMARCO MITCHELL, PLLC
500 N. Central Expressway Suite 500
Plano, TX 75074
Tel: (972) 991-5591
E-mail: robert@demarcomitchell.com
BIOMERICA INC: Incurs $1.32 Million Net Loss in First Quarter
-------------------------------------------------------------
Biomerica, Inc., filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $1.32
million on $1.81 million of net sales for the three months ended
Aug. 31, 2024, compared to a net loss of $1.13 million on $1.71
million of net sales for the three months ended Aug. 31, 2023.
As of Aug. 31, 2024, the Company had $7.87 million in total assets,
$2.52 million in total liabilities, and $5.35 million in total
shareholders' equity.
Biomerica said, "Management has analyzed the Company's cash flow
requirements through November 2025 and beyond. Based on this
analysis, we believe our current cash and cash equivalents are
insufficient to meet our operating cash requirements and strategic
growth objectives for the next twelve months.
"To address our capital needs and sustain operations beyond the
next year, we are actively pursuing strategies to increase sales,
reduce expenses, sell non-core assets, seek additional financing
through debt or equity, and seek other strategic alternatives.
While we are committed to these plans, there is no assurance that
these efforts will be successful or sufficient to meet our capital
requirements.
"As part of our efforts to reduce costs, we have initiated
significant cost-cutting measures to extend our cash runway and
work towards increasing revenues to cover overhead costs. These
measures include a workforce reduction of nearly 15% in July 2024
and a substantial reduction in other operating expenses.
"These factors raise substantial doubt about the Company's ability
to continue as a going concern. Our future viability depends on
the successful execution of our strategic plans, securing
additional financing, and achieving profitable operations," the
Company said in the SEC filing.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/73290/000149315224041156/form10-q.htm
About Biomerica
Headquartered in Irvine, CA, Biomerica, Inc. is a global biomedical
technology company that develops, patents, manufactures and markets
advanced diagnostic and therapeutic products. The Company's
diagnostic test kits are utilized in the analysis of blood, urine,
nasal, or fecal samples for the diagnosis of various diseases, food
intolerances, and other medical conditions. These kits also
measure levels of specific hormones, antibodies, antigens, and
other substances, which may exist in the human body at extremely
low concentrations. The Company's products are designed to enhance
health and well-being while reducing overall healthcare costs.
Irvine, California-based Haskell & White LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated Aug. 28, 2024, citing that the Company has experienced
recurring losses and negative cash flows from operations and has an
accumulated deficit and limited liquid resources. These matters
raise substantial doubt about the Company's ability to continue as
a going concern.
BROOKDALE SENIOR: Completes $182-Mil. Financing, Clears 2025 Debt
-----------------------------------------------------------------
Brookdale Senior Living Inc. announced that in a financing led by
Deerfield Management, the Company is successfully addressing 83% of
all 2026 debt maturities and is securing capital to support
immediately accretive acquisition opportunities. The Company also
announced the successful refinancing of its 2025 agency debt
maturity at a favorable rate.
TRANSACTIONS HIGHLIGHTS:
Acquisition Transactions
* Through a series of privately negotiated, off-market
transactions, Brookdale entered into agreements to acquire 41
communities (2,789 units) from three current triple-net lease
portfolios for a combined purchase price of $610 million.
* With aggregate weighted average occupancy above Company
average and positive trailing-twelve month lease coverage,
ownership of acquired communities enables Brookdale to fully
capitalize on the unprecedented multi-year senior living growth
opportunity, and provides immediate value-creation through a more
favorable capital structure.
* Acquisitions are expected to be funded through an assumption
of existing below-market rate debt, net proceeds from the sale of a
newly issued series of convertible senior notes, proceeds from
non-recourse mortgage financing on certain of the assets, and cash
on hand.
* The Company expects these transactions to reduce 2025 cash
lease payments by $47 million, to improve 2025 Adjusted EBITDA1 by
$33 million, and after giving effect to expected financings, to
improve 2025 Adjusted Free Cash Flow1 by an estimated $15 million.
* By acquiring these portfolios, Brookdale will realize
predictable high-yield returns from improved capitalization terms.
* Subsequent to these transactions, Brookdale will own 66% of
its consolidated units, marking another significant step in the
Company's ongoing efforts to increase its owned real estate
portfolio.
Financing Transactions
Convertible Senior Notes
* The Company has entered into privately negotiated agreements
with certain of the holders of its Convertible Senior Notes due
2026 to exchange an aggregate of approximately $207 million of its
existing 2026 Notes for a newly issued series of 3.50% Convertible
Senior Notes due 2029.
oThese agreements opportunistically extend a substantial portion of
the 2026 debt maturities to 2029 with an approximate $9.00
conversion price for the 2029 New Notes compared to the approximate
$8.10 conversion price for the 2026 Notes.
* In a private transaction with Deerfield Management Company
and Flat Footed, LLC, the Company will also sell $150 million
principal amount of 2029 New Notes to partially fund the
acquisition transactions set forth above.
oThis efficiently priced capital will support meaningful
value-creating opportunities through these acquisitions.
2025 Mortgage Debt Maturity
* The Company completed a $182 million agency financing
transaction and proactively repaid $197 million of debt which was
scheduled to mature in September 2025.
The closing of this transaction will result in no remaining debt
maturities without extension options through June 2026.
"As a result of continued proactive management of our portfolio and
capital structure, I am incredibly proud to announce our planned
acquisition of 41 leased communities. The immediate and long-term
benefits of these real estate transactions are wide-ranging,
including future portfolio flexibility that comes through asset
ownership, the opportunity to fully realize the long-term benefits
of the powerful senior housing outlook, and following closing, the
expected immediate improvement in Adjusted EBITDA and Adjusted Free
Cash Flow from a lower-cost capital structure," said Lucinda
("Cindy") Baier, Brookdale's President and CEO. "We appreciate
Welltower, their JV partners, and DHC for their partnership on
these transactions as they highlight the importance of maintaining
collaborative relationships with our REIT partners as we
continually strive to further enhance shareholder value."
"We are also grateful to Deerfield and Flat Footed, who have been
strong supporters of Brookdale for years, for their continued
confidence in Brookdale and our long-term growth outlook. With the
demonstrated commitment from these and other shareholders, we
proactively addressed a significant portion of our 2026 debt
maturities and secured funding for value-creating acquisitions at
an attractive rate," said Baier.
"Over the next decade, there will be an extraordinary rise in the
number of people who are aged 80 or older while the supply of
senior living communities continues to remain relatively static,"
commented Vince Mellet, Partner at Deerfield. "The need for
high-quality operators such as Brookdale Senior Living is apparent
and its growth to support future demand is essential. We are
pleased to be able to play a role in strengthening the company's
position."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/3tnhjst2
About Brookdale Senior Living
Headquartered in Brentwood, Tenn., Brookdale Senior Living Inc.
operates senior living facilities in the United States.
For the year ended December 31, 2023, Brookdale Senior Living
incurred a net loss of $189.1 million, compared to a net loss of
$238.3 million for the same period in 2022. As of June 30, 2024,
Brookdale Senior Living had $5.5 billion in total assets, $5.1
billion in total liabilities, and $341.7 million in total
stockholders' equity.
* * *
Egan-Jones Ratings Company on October 26, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Brookdale Senior Living Inc.
BURGERFI INT'L: Creditors Dispute Post-Bankruptcy Funding Terms
---------------------------------------------------------------
Hilary Russ of Law360 Bankruptcy Authority reports that the
unsecured creditors of the restaurant chain BurgerFi International
Inc. are contesting its post-bankruptcy financing package terms and
certain aspects of its proposed asset sale, arguing that the
provisions will unjustly result in minimal or no recoveries for
creditors.
About BurgerFi Int'l
BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand
restaurant company that develops, markets, and acquires fast-casual
and premium-casual dining restaurant concepts around the world,
including corporate-owned stores and franchises. BurgerFi
International, Inc. is the owner and franchisor of two brands with
a combined 144 locations: (i) Anthony's, a premium pizza and wing
brand with 51 restaurants (50 corporate-owned casual restaurant
locations and one dual brand franchise location), as of Sept. 10,
2024, and (ii) BurgerFi, among the nation's fast-casual better
burger concepts with 93 BurgerFi restaurants (76 franchised and 17
corporate-owned) as of Sept. 10, 2024.
BurgerFi International, Inc. and 114 affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case
No. 24-12017). The cases are pending before the Honorable Judge
Craig T Goldblatt.
Raines Feldman Littrell LLP serves as the Debtors' counsel. Force
Ten Partners' Jeremy Rosenthal serves as the Company's Chief
Restructuring Officer. Sitrick And Company serves as strategic
communications advisor to the Company. Stretto is the claims
agent.
CANADIAN UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on October 3, 2024, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Canadian Utilities Limited. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Calgary, Canada, Canadian Utilities Limited
conducts operations in electrical utility services, independent
power production, and retail gas and electricity marketing.
CANDE HOFFMAN: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------
CandE Hoffman Holdings Inc. filed Chapter 11 protection in the
Eastern District of Wisconsin. According to court filing, the
Debtor reports $1,090,460 in debt owed to 50 and 99 creditors. The
petition states that funds will be available to unsecured
creditors.
About CandE Hoffman Holdings Inc.
CandE Hoffman Holdings Inc. -- https://www.candehoffman.org/ --is a
franchise owner of hair salons.
CandE Hoffman Holdings Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No.
24-25415) on October 11, 2024. In the petition filed by Eric J.
Hoffman, as president, the Debtor reports total assets as of August
21, 2024 amounting to $710,919 and total liabilities as of August
21, 2024 amounting to $1,090,460.
The Honorable Bankruptcy Judge Beth E. Hanan handles the case.
The Debtor is represented by:
Jerome R. Kerkman, Esq.
KERKMAN & DUNN
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202-3744
Tel: 414-277-8200
Email: jkerkman@kerkmandunn.com
CARLOS A. ROJAS: Dr. Rojas to Contribute $10K; Files Amended Plan
-----------------------------------------------------------------
Carlos A. Rojas, D.P.M., P.A., submitted a Second Amended Plan of
Reorganization dated September 6, 2024.
In light of the recent U.S. Supreme Court decision of Harrington v.
Purdue Pharma L. P., 144 S.Ct. 2071 (2024), the Debtor has amended
the Plan to remove the provisions in the First Amended Plan of
Reorganization providing for non-debtor releases of Dr. Rojas. As a
result, Dr. Rojas will not be contributing the $10,000.00 he had
committed to fund the Joint Debt Creditors.
This Plan provides for a comprehensive reorganization of the Debtor
to preserve its going concern value and future business. This Plan
proposes to pay creditors using the Net Disposable Income of the
Debtor over the three-year period after the Effective Date. The
Plan will allow Secured Creditors to be paid the full value of
their secured interests and Unsecured Creditors to recover
approximately 1.78% of their claim amounts as opposed to no
recovery at all if the Debtor's assets were sold in a hypothetical
Chapter 7 liquidation as all of the Debtor's assets are secured.
The U.S. Bank has a first lien on the Debtor's 2015 Range Rover;
BMW Financial Services NA, LLC has a first lien on the Debtor's
interest in the 2021 BMW X5; the U.S. Small Business Administration
has a first lien on the Debtor's deposit account; and First
American Bank has a first lien on all of the Debtor's remaining
assets. Accordingly, after applying all sale proceeds to the
secured obligations, there would be no remaining funds left for any
unsecured creditors of the Debtor's estate.
The Debtor's financial projections show that the Debtor will have
projected disposable income of $9,817.90. The initial payment to
Unsecured Creditors is estimated to be made on December 1, 2024 and
the final Plan payment is expected to be paid on October 1, 2027.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the cash flow generated from the ongoing operations of the
Debtor's podiatry practice.
Like in the prior iteration of the Plan, each Holder of a Class 6
Unsecured Creditor Claims shall receive its pro rata share of 11
consecutive quarterly installments of $300.00 each, commencing
December 1, 2024.
The Plan will be implemented by an infusion of cash by the Debtor's
principal, Dr. Carlos A. Rojas and further funded by the ongoing
operations of the business. Dr. Rojas is the sole shareholder of
the Debtor and the only doctor in the Debtor's podiatry practice.
Dr. Rojas is essential to the operations of the Debtor by providing
the only source of revenue for the business. He is also responsible
for the day to day operations and financial affairs of the
business. Without Dr. Rojas' commitment to the business, the Debtor
cannot survive.
Dr. Rojas has committed to a significant reduction in his salary.
His salary has been reduced to $2,500.00 per month, which is
unheard of for a doctor in his field of practice and his
experience.
In order to ensure the successful implementation of the Debtor's
Plan, Dr. Rojas shall retain his position as President with the
Reorganized Debtor and maintain his responsibilities for the day to
day operations and financial management of the Reorganized Debtor.
A full-text copy of the Second Amended Plan dated September 6, 2024
is available at https://urlcurt.com/u?l=MXpUah from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Jeffrey N. Schatzman, Esq.
SCHATZMAN & SCHATZMAN, P.A.
9990 SW 77th Ave Penthouse 2
Miami, FL 33156
Phone: (305) 670-6000
Email: jschatzman@schatzmanlaw.com
About Carlos A. Rojas, D.P.M., P.A.
Carlos A. Rojas, D.P.M., P.A., filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 24-13207) on April 2, 2024, listing up to $50,000 in
assets and $500,001 to $1 million in liabilities. Jeffrey N
Schatzman, Esq., at Schatzman & Schatzman, P.A., as its counsel.
CELULARITY INC: Incurs $22.01 Million Net Loss in First Quarter
---------------------------------------------------------------
Celularity Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $22.01
million on $14.68 million of total revenues for the three months
ended March 31, 2024, compared to a net loss of $64.02 million on
$3.94 million of total revenues for the three months ended March
31, 2023.
As of March 31, 2024, the Company had $143.82 million in total
assets, $112.57 million in total liabilities, and $31.25 million in
total stockholders' equity.
Celularity stated, "We have incurred net losses in every period
since our inception, have no cellular therapeutic candidates
approved for commercial sale and we anticipate that we will incur
substantial net losses in the future. There is substantial doubt
about our ability to continue as a going concern, which may affect
our ability to obtain future financing and may require us to
curtail our operations. We will need to raise additional capital
to support our operations. This additional funding may not be
available on acceptable terms or at all. Failure to obtain this
necessary capital or address our liquidity needs may force us to
delay, limit or terminate our operations, make further reductions
in our workforce, discontinue our commercialization efforts for our
biomaterials products as well as other clinical trial programs,
liquidate all or a portion of our assets or pursue other strategic
alternatives, and/or seek protection under the provisions of the
U.S. Bankruptcy Code."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1752828/000095017024115082/celu-20240331.htm
About Celularity Inc.
Headquartered in Florham Park, NJ, Celularity Inc. --
www.celularity.com -- is a cellular and regenerative medicine
company focused on improving health longevity, which the U.S.
National Academy of Medicine defines as the state in which a
person's number of years in good health approaches their biological
lifespan. The objective of extending health longevity is to
compress the period of time in which an individual experiences
aging-related degenerative diseases and disorders associated with
increased mortality towards the end of life. The Company is
developing off-the-shelf placental-derived allogeneic cellular
therapies and advanced biomaterial products for the treatment of
degenerative disorders and diseases including those associated with
aging.
Morristown, New Jersey-based Deloitte & Touche LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated July 30, 2024, citing that the Company has suffered
recurring losses and net cash outflows from operations and has
outstanding debt that is currently due for which the Company does
not have sufficient liquidity to repay, which raises substantial
doubt about its ability to continue as a going concern.
CEMTREX INC: Executes Reverse Stock Split to Regain Nasdaq Listing
------------------------------------------------------------------
Cemtrex, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Board of Directors of
the Company, has approved a reverse stock split of the Company's
issued and outstanding shares of common stock, par value $0.001 per
share, at a ratio of 1-for-60. The Reverse Split became effective
on Thursday, October 3, 2024 at 12:01 a.m. Eastern Time.
As previously disclosed, by written consent dated August 27, 2024,
the Company's stockholders approved the Reverse Split, at a
specific ratio, within a fixed range, to be determined by the Board
in its sole discretion.
The Company is effecting the Reverse Split in order to regain
compliance with the continued listing requirements for the Capital
Market of The Nasdaq Stock Market LLC.
On June 14, 2024, the Company received a notification letter from
the Nasdaq Listing Qualifications Department stating that, for the
prior 30 consecutive business days, the closing bid price of the
Company's common stock had been below the minimum of $1 per share
required for continued listing on the Nasdaq Capital Market under
Nasdaq Listing Rule 5550(a)(2). The notification letter stated that
the Company would be afforded 180 calendar days (until December 11,
2024) to regain compliance, and that the Company could be eligible
for additional time.
By effecting the Reverse Split, the Company expects that the
closing bid price of the Common Stock will increase above $1 per
share. In order to regain compliance with Nasdaq Listing Rule
5550(a)(2), the closing bid price of the Company's common stock
must remain above $1 per share for a minimum of ten consecutive
business days. Although no assurances can be provided, the Company
further believes that Reverse Split will enable the Company to
maintain its Nasdaq listing.
The Common Stock began trading on a split-adjusted basis at the
open of business on October 3, 2024. In connection with the Reverse
Split, the CUSIP number for the Common Stock will change to
15130G808. The trading symbol for the Company's common stock,
"CETX," will remain unchanged.
About Cemtrex
Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and
has evolved through strategic acquisitions and internal growth into
a multi-industry company. During the first quarter of fiscal year
2023, the Company reorganized its reporting segments to be in line
with its current structure consisting of (i) Security, (ii)
Industrial Services, and (iii) Cemtrex Corporate.
As of June 30, 2024, Cemtrex had $43.8 million in total assets,
$43.5 million in total liabilities, $304,967 in non-controlling
interest and $47,956 in total Cemtrex shareholders' equity.
Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated Dec. 28, 2023, citing that the Company has sustained
net losses and has significant short-term debt obligations, which
raise substantial doubt about its ability to continue as a going
concern.
CHARTER COMMUNICATIONS: Egan-Jones Retains BB Sr. Unsec. Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 3, 2024, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Charter Communications, Inc. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Stamford, Connecticut, Charter Communications,
Inc. operates cable television systems in the United States.
CHOBANI HOLDCO II: Moody's Assigns 'B2' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Ratings assigned a B2 Corporate Family Rating and B2-PD
Probability of Default Rating to Chobani Holdco II, LLC ("Chobani
Holdco II" or "Chobani"), a newly formed intermediate holding
company that was created to be the issuer of the new proposed
notes. Chobani Holdco II will hold all of the equity interests and
voting interests in Chobani Global Holdings, LLC and its
consolidated subsidiaries as a whole. At the same time, Moody's
withdrew the B2 CFR and B2-PD PDR at Chobani, LLC, which is a
subsidiary of Chobani Global Holdings, LLC. Concurrently, Moody's
assigned a Caa1 rating to Chobani Holdco II's proposed senior
unsecured pay-in-kind (PIK) toggle notes. Moody's also upgraded the
ratings of Chobani, LLC's existing backed senior secured first lien
debt consisting of a revolving credit facility, term loans, and
secured notes, to Ba3 from B1, and upgraded the rating on Chobani,
LLC's existing backed senior unsecured notes to B3 from Caa1. The
rating outlook for Chobani Holdco II and Chobani, LLC is stable.
Chobani Holdco II plans to issue $500 million of senior unsecured
PIK toggle notes due 2029. Proceeds will be used to fund a dividend
to its indirect parent, FHU US Holdings, LLC ("FHU US Holdings"),
which intends to use such dividend to redeem a portion of the Class
B Preferred Units (the "preferreds") held by the Healthcare of
Ontario Pension Plan ("HOOPP") and to pay transaction related fees
and expenses. The notes will not be guaranteed on the issue date
and will be structurally subordinated to the existing outstanding
debt at Chobani, LLC. The company may at its option elect to pay
interest on the notes entirely in cash, entirely in PIK interest,
or in partial PIK interest. Chobani also intends to use up to $150
million in available cash on the balance sheet to fund a dividend
to FHU US Holdings, which intends to use such dividend to redeem an
additional portion of the preferreds. HOOPP's current ownership of
FHU US Holdings is 17.2%. After all transactions are completed,
Moody's estimate HOOPP's ownership of FHU US Holdings to be about
7.6%. Additionally, Chobani LLC has announced that it has signed a
long-term lease for a new headquarters in New York, adding an
approximately $173 million finance lease liability to its balance
sheet.
The issuance of the new notes by Chobani Holdco II does not impact
Chobani, LLC's operating company (opco) debt-to-EBITDA leverage,
which was 4.6x for the last 12 month (LTM) period ended June 29,
2024 (on a Moody's adjusted basis). Opco debt-to-EBITDA leverage,
however, will increase to 4.9x when factoring in the finance lease
liability associated with the new headquarters. Including the $500
million from the new notes, Moody's estimate that holding company
(holdco) debt-to-EBITDA leverage will be approximately 6.0x (on a
Moody's adjusted basis). Moody's view the proposed financing as
credit negative because Chobani's consolidated financial leverage
and interest burden increases. Even if the company elects for PIK
interest to minimize cash outflows now, this would increase the
principal due at maturity. Redemption of the holdco notes would
likely be funded with Chobani LLC's operating cash flow and
potentially with new debt. Additionally, the use of $150 million of
cash on hand to redeem a portion of the preferreds will reduce
liquidity modestly.
The B2 Corporate Family Rating and stable outlook remain the same
because there was some cushion in credit metrics within the B2 CFR
to accommodate incremental debt. Additionally, the company will
have good liquidity even after $150 million of cash is used to
partially redeem the preferreds. Importantly, Moody's expect solid
earnings growth over the next 12-18 months driven by sustained
volume growth and margin expansion across Chobani's core yogurt and
modern food categories, including oat milk and creamers. This
growth is supported by the ongoing health and wellness trend, with
increasing consumer preference for high-protein, low-sugar,
plant-based, and natural products. Although Moody's expect
improvement in La Colombe's operating performance, it is not
projected to significantly contribute to near-term profitability.
Yogurt products, which make up approximately 75% of sales, continue
to be the primary sales and profitability driver. Earnings growth
is projected to reduce holdco debt-to-EBITDA leverage to below 5x
over the next 12-18 months. There is some downside risk to Moody's
forecast because consumers remain pressured and the company could
face volume pressure, higher milk costs, or an increased
promotional environment that would negatively impact
profitability.
The upgrade of the ratings on Chobani, LLC's existing senior
secured first lien debt instruments to Ba3 from B1, and the upgrade
of the rating on Chobani, LLC's existing senior unsecured notes to
B3 from Caa1, reflect the change in debt mix with the addition of
the structurally subordinated new unsecured debt issued by Chobani
Holdco II. While increasing total leverage, the new debt creates a
greater loss absorption cushion in the event of default for the
existing secured and unsecured debt. Earnings growth is also
reducing the secured and unsecured debt-to-EBITDA leverage at
Chobani, LLC. These factors improve the recovery prospects for the
Chobani, LLC debt in the event of a default. The Caa1 rating on the
new unsecured notes reflects their structural subordination to the
debt issued by Chobani, LLC.
RATINGS RATIONALE
Chobani's B2 CFR reflects its high concentration in the highly
competitive yogurt category, and execution risk associated with
Chobani's high-paced innovation strategy, which is a key component
of its plan for driving sales and earnings growth. The credit
profile also reflects high governance risks including an aggressive
financial policy and concentrated control by the founder who also
holds key senior executive roles including the CEO and chairman
positions. Moody's leverage calculation does not include HOOPP's
preferred equity ownership interest as debt, but Moody's believe
the instrument creates event risks because the PIK dividend grows
the preferred stock interest over time that is held by a third
party and senior to the founders common equity. This creates an
incentive to redeem the preferred stock, potentially with debt.
Chobani's credit profile is supported by its leading share in the
US Greek yogurt category, strong brand equity that supports the
company's expansion into adjacent categories, and good growth
opportunities in the company's modern food categories, including
oat milk and creamers. The credit profile is also supported the
company's portfolio that is benefiting from favorable health and
wellness trends, particularly around increased protein consumption.
These trends are expected to support sustained volume and earnings
growth over the next two years that will drive deleveraging.
Chobani's good liquidity is supported by positive projected free
cash flow, an estimated $20 million of cash as of June 29, 2024
(pro forma for the $150 million dividend to FHU US Holdings), and
access to an undrawn $175 million revolver ($166 million of
availability net of $9 million letters of credit outstanding). A
$75 million receivables trade facility was undrawn as of June 29,
2024 and was last renewed on December 21, 2023. A renewal of this
facility would further bolster liquidity. The $175 million revolver
expires in February 2028, though the maturity springs to 91 days
prior to the term loan maturity date (October 2027) if the term
loan maturities are not addressed by then. Moody's project Chobani
will generate $50-$100 million of free cash flow over the next 12
months, net of tax distributions and assuming PIK interest over
this period. Moody's expect free cash flow to increase to more than
$150 million in 2026, primarily driven by earnings growth.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that continued
earnings growth will reduce debt-to-EBITDA leverage over the next
12-18 months, but that preferred stock redemptions will
periodically increase leverage. The outlook also reflects Moody's
projection of Chobani generating good positive free cash flow over
this period.
A rating downgrade could occur if operating performance weakens due
to revenue declines or EBITDA margin deterioration, liquidity
deteriorates, free cash flow is not maintained at a comfortably
positive level, or the financial policy becomes more aggressive.
Quantitatively, a downgrade could occur if debt-to-EBITDA is
sustained above 6.0x.
A rating upgrade could occur if Chobani improves product
diversification, sustainably grows earnings supported by consistent
revenue and EBITDA margin expansion, generates consistent and solid
free cash flow, and sustains debt-to-EBITDA below 4.5x.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
COMPANY PROFILE
Chobani, based in New Berlin, New York, is a leading manufacturer
of Greek yogurt, with a growing presence in the coffee creamer, oat
milk and ready-to-drink ("RTD") coffee categories. A majority of
the company's products are sold under the "Chobani" brand. In
December 2023, the company acquired La Colombe, an independent
coffee roaster with retail locations and RTD offerings. Chobani
generated revenue of approximately $2.7 billion in the LTM period
ended June 29, 2024. The company is majority owned by CEO and
founder Hamdi Ulukaya. The Healthcare of Ontario Pension Plan
("HOOPP") and Keurig Dr Pepper Inc. ("KDP") are also investors.
Chobani LLC's debt is guaranteed by certain domestic wholly-owned
subsidiaries and its intermediate parent, Chobani Global Holdings,
LLC, which is the issuer of the audited financial statements.
Chobani Holdco II is an indirect intermediate holding company of
Chobani Global Holdings, LLC.
CLARITY DIAGNOSTICS: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------------
Clarity Diagnostics, LLC received interim approval from the U.S.
Bankruptcy Court for the Southern District of Florida to use cash
collateral to cover ordinary business expenses.
The company can use its secured creditors' cash collateral in
accordance with a court-approved budget, with a 10% variance.
Secured creditors will be granted replacement liens on Clarity
Diagnostics' assets to protect their interests.
As additional protection, Richard Simpson, president of Clarity
Diagnostics, guarantees up to $8,000 for any diminution in the
value of the cash collateral.
Clarity Diagnostics must meet with Brevet Capital Advisors and
provide regular financial updates, including weekly cash flow
reports. Additionally, the company must arrange a meeting with
Crown Medical Collections and submit documents previously requested
by Brevet. Brevet retains the right to file a motion to terminate
cash collateral use if these conditions are not met.
About Clarity Diagnostics
Clarity Diagnostics, a company in Boca Raton, Fla., manufactures
point of care rapid diagnostic tests, diagnostic equipment, and
over-the-counter diagnostic tests that are targeted toward the
Continuum of Care, Alternative Care, Acute Care, Laboratory, and
OTC markets.
Clarity Diagnostics filed Chapter 11 petition (Bankr. S.D. Fla.
Case No. 24-18938) on August 30, 2024, with $1 million to $10
million in both assets and liabilities. Clarity Diagnostics
President Richard Simpson signed the petition.
Judge Erik P. Kimball presides over the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page, PA represents the
Debtor as legal counsel.
CLOUD BERN: Furniture Central Seeks Subchapter V Bankruptcy
-----------------------------------------------------------
Cloud Bern LLC filed Chapter 11 protection in the Western District
of Tennessee. According to court documents, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
About Cloud Bern LLC
Cloud Bern LLC, doing business as Furniture Central, is a locally
owned furniture and bedding store in Memphis, Tennessee.
Cloud Bern LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-25010) on
Oct. 10, 2024. In the petition signed by Reed Herrmann, as managing
member, the Debtor reports estimated assets and liabilities between
$1 million and $10 million each.
The Debtor is represented by:
Toni Campbell Parker, Esq.
LAW FIRM OF TONI CAMPBELL PARKER
45 N. BB KIng Blvd., Ste. 201
Memphis, TN 38103
Tel: 901-483-1020
Fax: 866-489-7938
E-mail: tparker002@att.net
COHEN REALTY: Two Public Sales to Start on Nov. 8
-------------------------------------------------
In accordance with the applicable provisions of the Uniform
Commercial Code of the State of New York, Fortress Credit Corp.
("secured party") will sell at two separate public auctions:
1) at the first of the two public sales ("CRE Public Sale"), first
(a) individually, in separate sales, each of the following (i) the
100% limited liability company interest ("DCOTA Interest") held by
Cohen Realty Enterprises LLC ("CRE") in DCOTA Cohen Holdings LLC
("DCOTA Holdings"), (ii) the 100% limited liability company
interest ("Le Meridien Interest") held by CRE in Cohen Dania Beach
Hotel Holdings LLC ("Cohen Dania Beach"), (iii) collectively, (i)
99% limited liability company in Cohen Anderson Hill LLC ("Cohen
Anderson Hill"), and (ii) the 1% limited liability company
interest ("Doral Westchester Management Interest") held by Cohen
Westchester Management LLC, (iv) the 100% limited liability company
interest ("Curzon Interest"), and (v) the 100% limited liability
company interest ("Landmark Interest") held by CRE in Cohen
Exhibition Company LLC ("Landmark"); then (b) collectively, any of
the unsold foregoing subsidiary LLC interest in a single bulk sale
("Bulk Sale"), and
2) subsequently in the second of the two public sales ("BevCo
Public Sale") the 100% equity interest the "BeVco Equity Interest")
held by Cinema Beverage Holdco LLC ("BevCo Pledgor"), WSH Holdco
Inc ("BevCo Pledged Entity").
The subsidiary LLC interest secured indebtedness owing by CRE and
affiliates of CRE to secured party in an amount of not less than
$577,183,691.44 plus unpaid interest and fees, attorney's fees and
other charges including the costs to sell subsidiary LLC interest
("CRE Debt").
The BevCo Equity Interest secured indebtedness owing by BevCo
Pledgor to Secured Party in an amount of not less than
$1,458,536.11 plus unpaid interest and fees, attorneys' fees and
other charges including the cost to sell the BevCo Equity Interest
("BevCo Debt").
The two public sales will be held consecutively on Nov. 8, 2024,
starting at 12:00 p.m. Eastern Time, by virtual bidding via Zoom
and in-person in the offices of Kirkland & Ellis LLP located at 601
Lexington Avenue, New York, New York 10022. The URL address and
password for the online video conference will be provided to all
confirmed participants that have properly registered for any of the
public sales. The public sales will be conducted by Matthew D.
Mannion of Mannion Auctions LLC.
Parties interested in bidding on the Subsidiary LLC interests or
BevCo Interests must contact Secured Party's advisor Brock Cannon
of Newmark Loan Sale Advisory Group, via email at
Brock.Cannon@nmrk.com. Upon execution of a standard non-disclosure
agreement, additional documentation and information will be
available. Interested parties who do not contact the Advisor and
do not register by Nov. 1, 2024, at 5:00 p.m. Eastern Time will not
be permitted to participate in bidding at the public sales.
CONN CORP: Files for Chapter 11 Bankruptcy
------------------------------------------
Conn Corp. LLC filed Chapter 11 protection in the Eastern District
of North Carolina. According to court filing, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 7, 2024 at 10:00 a.m. at Raleigh 341 Meeting Room.
About Conn Corp. LLC
Conn Corp. LLC, doing business as Thompson Nursery, Thompson,
Thompson Nursery Inc., and Thompson Power Equipment, is a
professional landscaping company that offers irrigation systems,
hardscapes, landscaping, tree and stump removal, and turf
maintenance services.
Conn Corp. LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03563) on
October 11, 2024. In the petition filed by Maria Conn, as managing
member, the Debtor reports estimated assets and liabilities between
$1 million and $10 million each.
The Honorable Bankruptcy Judge Pamela W. Mcafee handles the case.
The Debtor is represented by:
C. Scott Kirk, Esq.
SCOTT KIRK
1025C Director Court
Greenville, NC 27858
Tel: (252) 689-6249
Email: scott@csklawoffice.com
CORONET CERAMICS: Hires Johnson & Gubler PC as Counsel
------------------------------------------------------
Coronet Ceramics, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ Johnson & Gubler, PC. as
bankruptcy counsel.
The Debtor requires legal counsel to:
(a) institute, prosecute or defend any lawsuits, adversary
proceedings or contested matters arising out this bankruptcy
proceeding in which the Debtor may be a party;
(b) assist in the recovery and obtaining necessary court
approval for recovery and liquidation of estate assets, and assist
in protecting and preserving the same where necessary;
(c) assist in determining the priorities and status of claims
and filing objections thereto where necessary;
(d) assist in the preparation of a Chapter 11 plan of
reorganization and any associated documents;
(e) file any adversary proceedings or contested matters deemed
advisable; and
(f) perform all other legal services for the Debtor.
The Debtor paid the firm a retainer of $25,000, plus an additional
$1,738 for filing fees.
The firm will be paid at these rates:
Attorneys $475 per hour
Paralegals $150 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Matthew Johnson, Esq., an attorney at Johnson & Gubler, disclosed
in a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew L. Johnson, Esq.
Johnson & Gubler, PC
8831 West Sahara Avenue
Las Vegas, NV 89117
Tel: (702) 471-0065
Fax: (702) 471-0075
Email: mjohnson@mjohnsonlaw.com
About Coronet Ceramics, Inc.
Coronet Ceramics Inc., doing business as Coronet Energy, Coronet
PPE, Fortune88, Blue Sky Properties, and Vegas Renewable Diesel, is
engaged in the business of petroleum and coal products
manufacturing.
Coronet Ceramics Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-15153)
on October 1, 2024. In the petition filed by Mi Shen Goldberg, as
president, the Debtor reports total assets of $3,503,259 and total
liabilities of $6,213,194
The Debtor is represented by:
Matthew L. Johnson, Esq.
JOHNSON & GUBLER, P.C.
Lakes Business Park
8831 W Sahara Ave
Las Vegas, NV 89117-5865
Tel: (702) 471-0065
Fax: (702) 471-007
Email: mjohnson@mjohnsonlaw.com
CORRELATE ENERGY: Welcomes 4 New Directors After Board Resignations
-------------------------------------------------------------------
Correlate Energy Corp. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that between September
24 and September 30, 2024, the Company received the resignation of
each of the following directors from the Company's board of
directors: Todd Michaels, Jason Loyet, Bob Powell, Cory Hunt and
Eli Albrecht.
In connection with their resignations, the Board appointed each of
Bill Powers, Frank Forgaciu, Roger Baum and Kerry Lutz to fill four
of the vacancies created by the director resignations.
Background information of each of the Company's new directors:
Flaviu Forgaciu: was appointed to serve as a member of the Board on
September 30, 2024. Mr. Forgaciu has served as an independent
consultant to the Company since May 2023. Mr. Forgaciu is
currently the CEO and President of New Era, LLC, a company which
focuses on insurance restoration and custom home construction and
development. The company has surpassed $10 million in property
acquired and developed. In 2008, he founded Ro-am Development LLC,
assuming the roles of CEO and President. Initially, Ro-am
Development LLC focused on acquiring foreclosed properties in the
aftermath of the 2007 real estate market crash. Subsequently, the
company transitioned into new construction, building, and
development in which total acquisitions and sales have surpassed
$25 million. Mr. Forgaciu initiated his inaugural construction
venture, New Era Construction Inc. in 1999. The company focused on
roofing and insurance restoration projects. As the CEO and
President for over 20 years, Mr. Forgaciu oversaw the completion of
over 300 projects annually, with a workforce of over 40 employees
and subcontractors, and achieved company profit margins exceeding
35% with over $5 million of annual revenue. Mr. Forgaciu possesses
more than 27 years of experience as an entrepreneur and business
owner. Mr. Forgaciu has held a general contractor builder's license
for over seventeen years and presently maintains licenses in
multiple states. Throughout his career, Mr. Forgaciu has attained
numerous certifications: including IICRC, Haag Engineering, EPA
Lead Abatement, Certainteed Select Shingle Master, GAF Weather
Stopper Roofing Contractor, and Versico Flatroof. Mr. Forgaciu is
also an investor that has funded many private and public venture
capital start-up companies throughout his investing career.
William Powers: was appointed to serve as a member of the Board on
September 30, 2024 and was also named as the Chairman of the Board.
Mr. Powers has over 19 years of experience as an accomplished
businessman, entrepreneur and small-cap investor. In October 2018,
Mr. Powers established Mining Stock Education, an online media
platform financed through advertising revenue from publicly traded
natural resource enterprises. Mr. Powers has served as the CEO of
Mining Stock Education since its inception. Since 2020, Mr. Powers
has provided consulting services to mining and energy executives,
advising them on strategies for business growth and investor
relations. He has maintained an active role as an avid mining and
energy investor for the past decade while simultaneously
maintaining a public profile through the Mining Stock Education
platform. From January 2012 to December 2018, Mr. Powers was the
Chief Operating Officer at New Era Construction, a roofing and
insurance restoration company. During his tenure at New Era, Mr.
Powers oversaw a substantial expansion of project growth,
increasing the number of annual projects completed from 100 to 300
and contributing to more than tripling of the company's revenue
from $1.5M to over $5M. Mr. Powers earned an Associate of Science
degree from Lake Michigan College in Benton Harbor, Michigan, a
Bachelor of Arts degree in Religion from Hope College in Holland,
Michigan, and a Master of Divinity degree in Biblical Studies from
Church of God Theological Seminary in Cleveland, Tennessee. He has
served as a founding director and has held positions on the boards
of numerous non-profit organizations.
Roger Baum: was appointed to serve as a member of the Board on
September 30, 2024 and since March 2023 has been Executive Vice
President of Operations. Roger Baum is a well-recognized builder,
developer, and advisor of commercial infrastructure projects
throughout the U.S. In 2012, Mr. Baum completed his first
behind-the-meter solar projects, as an EPC, and became personally
committed to the advancement of alternative and distributed energy
solutions. Mr. Baum spent most of his career (from April 2004 to
December 2022) with The CORE Group (CORE). CORE is a top 50
construction management and design build firm in the U.S., and over
his nearly two-decade career with the firm, Mr. Baum ultimately
sourced and/or led over $1B of work put in place. His most recent
role was that of Senior Vice President of Development, and he was
also a shareholder. Within that same timeframe (from March 2019 to
December 2022), Mr. Baum also served on the board of directors for
the Performance Based Building Coalition, a leading public-private
partnership (P3) advocacy group that sought to educate lawmakers
and public sector decision makers on the merits of P3's, and
ultimately work towards creating a new category of low-cost,
tax-exempt bonds at the Federal level. Mr. Baum holds many
industry certifications such as Legacy LEED Accredited Professional
(LEED AP) through the U.S. Green Building Council (USGBC),
Construction Quality Management for Contractors (CQM-C)
Certification through the Naval Facilities Engineering Systems
Command (NAVFAC), and 30-Hour OTP Certification through the
Occupational Safety & Health Administration (OSHA), just to name a
few. Mr. Baum graduated with honors from Concordia University
Wisconsin with a BA in Business Administration.
Kerry Lutz: was appointed to the Board on September 30, 2024.
Kerry H. Lutz is a seasoned entrepreneur and legal expert with over
four decades of experience in aspects of commercial litigation,
marketing, communications and internet based companies, His career
is marked by innovative strategies, leadership in niche legal
markets, and significant contributions to the financial and legal
sectors. Since 2011, Mr. Lutz has been the CEO of 8910 LLC, a
large online platform and radio show focusing on precious metals
and economic issues, amassing over 50,000 monthly listeners and
visitors. His expertise in the field has helped him build a
successful community of followers interested in economic trends and
asset management. From 2007 through 2011, Mr. Lutz served as the
CEO of Lutz Asset Research, LLC a niche asset location business
serving attorneys, recovering over $350 million for clients. He
created a groundbreaking automated asset location system that
handled over 250,000 cases, establishing him as a leading authority
on online public record research. From 2002 through 2009, Mr. Lutz
was the co-founder and a partner at the law firm of Mel S. Harris &
Associates, LLC, the third-largest recovery law firm in New York
State, Mr. Lutz was pivotal in raising over $100 million in capital
and launching 31 LLCs and private placements. His efforts increased
the firm's monthly revenues from $55,000 to $3 million, while also
implementing advanced asset and employment location services. In
1998, Mr. Lutz founded Kerry H. Lutz, P.C., a post-judgment
enforcement law firm in White Plains, NY. Mr. Lutz served as vice
president and general counsel of Lutz Appellate Services, Inc. from
1977 through 1998. Mr. Lutz played a key role in growing the
company into the largest appellate services provider in the U.S.
His strategic vision led to the sale of the company to a major
competitor and expanded its market reach. Mr. Lutz received his
Juris Doctor from New York Law School, and graduated cum laude in
1984 and received a Bachelor of Business from Pace University in
1981.
About Correlate Energy
Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate
Infrastructure Partners Inc., through its main operating
subsidiary, Correlate Inc., offers a complete suite of proprietary
clean energy assessment and fulfillment solutions for the
commercial real estate industry. The Company believes scaling
distributed clean energy solutions is critical in mitigating the
effects of climate change. The Company believes that it is at the
forefront in creating an industry-leading energy solution and
financing platform for the commercial and industrial sector. The
Company sees tremendous market opportunity in reducing
site-specific energy consumption and deploying clean energy
generation and energy efficiency solutions at scale.
Correlate Energy reported net losses of $12,788,399 and $7,162,908
for the years ended December 31, 2023 and 2022, respectively. As of
June 30, 2024, Correlate Energy had $3,612,395 in total assets,
$6,282,756 in total liabilities, and $2,670,361 in total
shareholders' deficit.
Dallas, Texas-based Turner, Stone & Company LLP, the Company's
auditor since 2006, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
CTCHGC LLC: Seeks to Hire Kell C. Mercer PC as Counsel
------------------------------------------------------
CTCHGC, LLC, d/b/a Central Texas Gun § Works, Centex Guns, and
CTGW, seeks approval from the U.S. Bankruptcy Court for the Western
District of Texas to employ Kell C. Mercer, PC as counsel.
The firm's services include:
a. advising the Debtors with respect to their rights, duties,
and powers in the Bankruptcy Case;
b. advising the Debtors regarding compliance with United State
Trustee guidelines;
c. assisting and advising the Debtors in its consultations
with creditors and parties in interest relating to the
administration of the jointly administered Bankruptcy Case;
d. attending meetings and negotiating with representatives of
creditors and other parties in interest;
e. assisting and advising the Debtors as to their
communications, if any, to the general creditor body regarding
significant matters in the jointly administered Bankruptcy Case;
f. representing the Debtors at all necessary hearings and
other proceedings;
g. reviewing, analyzing, and advising the Debtors with respect
to its applications, orders, statements of operations and schedules
filed with the Court;
h. assisting the Debtors in formulating a Plan, engaging in
negotiations regarding any Plan and Disclosure Statement, and
prosecuting a Plan and Disclosure Statement to confirmation, if
possible;
i. assisting the Debtors in preparing pleadings and
applications as may be necessary in furtherance of the Debtors'
interest and objectives as debtors-in-possession; and
j. performing such other legal services as may be required and
are deemed to be in the interest of the Debtors in accordance with
the Debtor's powers and duties as set forth in the Bankruptcy
Code.
The firm will be paid at $400 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kell C. Mercer, Esq. a partner at Kell C. Mercer, PC, 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:
Kell C. Mercer, Esq.
Kell C. Mercer, PC
901 S Mo Pac Expy, Bldg. 1, Suite 300
Austin, TX 78746
Telephone: (512) 627-3512
Facsimile: (512) 597-0767
Email: kell.mercer@mercer-law-pc.com
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
CYPRUS MINES: Lori Masterson Appointed to Tort Committee
--------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 disclosed in a court filing
that Lori Masterson, as representative of Leo Masterson, has been
appointed to take the place of Christine Anderson in the official
committee of tort claimants appointed in Cyprus Mines Corp.'s
Chapter 11 case.
As of October 15, the members of the committee are:
1. Shafequllah Syed, Representative
Estate of Sadia Syed
c/o Audrey Raphael, Esq.
Levy Konigsberg LLP
605 Third Ave.
New York, NY 10158
Phone: 212-605-6206
Fax: 212-605-6290
Email: ARaphael@LevyLaw.com
2. William Gregory, Representative
Estate of Sonna Gregory
c/o John R. Bevis, Esq.
Barnes Law Group, LLC
31 Atlanta Street
Marietta, GA 30060
Phone: 770-227-6375
Fax: 770-227-6373
Email: bevis@barneslawgroup.com
3. Jody Hardman, Representative
Estate of Betsey P. Hardman
c/o Maura Kolb, Esq.
Lanier Law Firm
10940 W. Sam Houston Pkwy, Suite 100
Houston, TX 77064
Phone:713-659-5200
Fax: 713-659-2204
Email: maura.kolb@lanierlawfirm.co
4. Melissa Lynne Roy Kaiser, Administrator
Estate of Lynne L. Roy
c/o J. Bradley Smith, Esq.
Dean Omar Branham Shirley, LLP
302 N. Market St., Suite 300
Dallas, TX 75202
Tel: 214-722-5990
Fax: 214-722-5991
Email: bsmith@dobslegal.com
5. Charles K. Stuart
c/o Beth Gori, Esq.
The Gori Law Firm
156 N. Main Street
Edwardsville, IL 62025
Tel: 618-659-9833
Fax: 618-659-9834
Email: beth@gorilaw.com
6. Lori Masterson1, as representative of Leo Masterson
c/o Justine Delaney, Esq.
Weitz & Luxenberg, PC
700 Broadway
New York, NY 10003
Phone: 212-558-5683
Fax: 212-344-5461
jdelaney@weitzlux.com
7. Patsy Young
c/o Leah Kagan, Esq.
Simon Greenstone Panatier, P.C.
1201 Elm Street, Suite 3400
Dallas, TX 75270
Tel: 214-276-7680
Fax: 214-276-7699
Email: lkagan@sgptrial.com
About Cyprus Mines Corporation
Cyprus Mines Corporation is a Delaware corporation and a wholly
owned subsidiary of Cyprus Amax Minerals Co., which is an indirect
subsidiary of Freeport-McMoRan Inc. It currently has relatively
limited business operations, which include the ownership of various
parcels of real property, certain royalty interests that generate
de minimis revenue (e.g., less than $1,500 in each of the past two
calendar years), and the ownership of an operating subsidiary that
conducts marketing activities.
Cyprus Mines is a predecessor in the interest of Imerys Talc
America, Inc. In June 1992, Cyprus Mines sold its talc-related
assets to RTZ America Inc. (later known as Rio Tinto America, Inc.)
through a two-step process. First, Cyprus Mines transferred its
talc-related assets and liabilities (subject to minor exceptions)
to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus
Mines, according to an Agreement of Transfer and Assumption, dated
June 5, 1992.
Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to
RTZ according to a Stock Purchase Agreement, also dated June 5,
1992 (as amended, the "1992 SPA"). The purchase price was
approximately $79.5 million. Cyprus Talc Corporation was later
renamed Imerys Talc America, Inc. Under the 1992 ATA, the entity
now named Imerys expressly and broadly assumed the talc liabilities
of Cyprus Mines and its former subsidiaries that were in the talc
business.
Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10
million and $50 million in assets, and between $1 million and $10
million in liabilities.
The Honorable Laurie Selber Silverstein is the case judge.
The Debtor tapped Reed Smith LLP as bankruptcy counsel, Kasowitz
Benson Torres LLP as special conflicts counsel, and Prime Clerk LLC
as claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of tort claimants on March 4, 2021. The tort committee is
represented by Caplin & Drysdale, Chartered, and Campbell & Levine,
LLC. Province, LLC, and Axlor Consulting, LLC serve as the tort
committee's financial advisor and consultant, respectively.
Roger Frankel serves as the legal representative for future
personal injury claimants. The FCR tapped Togut, Segal & Segal,
LLP, Burr & Forman, LLP and Frankel Wyron, LLP as bankruptcy
counsels; Anderson Kill, PC as special insurance counsel; Archer &
Greiner, P.C. as New Jersey counsel; and Province, LLC as financial
advisor. The FCR also tapped the services of economic expert,
Berkeley Research Group, LLC.
On May 11, 2021, the court appointed M. Jacob Renick as the fee
examiner in this Chapter 11 case. The examiner tapped Godfrey &
Kahn, SC as legal counsel.
CYTODYN INC: Posts $19.23 Net Income in First Quarter
-----------------------------------------------------
CytoDyn Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting net income of $19.23
million for the three months ended Aug. 31, 2024, compared to a net
loss of $11.57 million for the three months ended Aug. 31, 2023.
As of Aug. 31, 2024, the Company had $28.02 million in total
assets, $113.23 million in total liabilities, and a total
stockholders' deficit of $85.21 million.
The Company has an accumulated deficit of approximately $872.3
million as of Aug. 31, 2024. The Company said these factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
"The Company's continuance as a going concern is dependent upon its
ability to obtain additional operating capital, complete the
development of its product candidate, leronlimab, obtain approval
to commercialize leronlimab from regulatory agencies, continue to
outsource manufacturing of leronlimab, and ultimately generate
revenues and attain profitability. The Company plans to continue
to engage in research and development activities related to
leronlimab and a new or modified longer-acting therapeutic for
multiple indications and expects to incur significant research and
development expenses in the future, primarily related to its
regulatory compliance, including performing additional pre-clinical
and clinical studies in various indications, and seeking regulatory
approval for its product candidate for commercialization. These
research and development activities are subject to significant
risks and uncertainties. The Company intends to finance its future
development activities and its working capital needs primarily from
the sale of equity and debt securities, combined with additional
funding from other sources. However, there can be no assurance
that the Company will be successful in these endeavors."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1175680/000155837024013320/cydy-20240831x10q.htm
About CytoDyn
Headquartered in Vancouver, Washington, CytoDyn Inc. --
www.cytodyn.com -- is a clinical stage biotechnology company
focused on the clinical development and potential commercialization
of its product candidate, leronlimab, which is being studied for
oncology and inflammation, as well as other potential indications,
including but not limited to HIV and MASH.
Hartford, CT-based Marcum LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated Aug. 15,
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.
DALRADA FINANCIAL: Delays Annual Report Amid Auditor Change
-----------------------------------------------------------
Dalrada Financial Corporation disclosed in a Form 12b-25 filed with
the U.S. Securities and Exchange Commission that the company has
engaged new auditors for its June 30, 2024, annual audit, is in the
final review process, and could not file the report within the
prescribed time period.
About Dalrada
Dalrada Financial Corporation has five business divisions: Genefic,
Dalrada Climate Technology, Dalrada Precision Manufacturing,
Dalrada Technologies and Dalrada Corporate. Within each of these
divisions, the Company drives transformative innovation while
creating solutions that are sustainable, accessible, and
affordable. Dalrada's global solutions directly address climate
change, gaps in the health care industry, and technology needs that
facilitate a new era of human behavior and interaction and ensure a
bright future for the world around us.
In its Quarterly Report for the three months ended March 31, 2024,
Dalrada disclosed that the continuation of the Company as a going
concern is dependent upon the continued financial support from
related parties, its ability to identify future investment
opportunities, obtain the necessary debt or equity financing, and
generate profitable operations. The Company had net losses of
approximately $13.1 million, accumulated deficit of $154.8 million
and net cash used in operations of $5.7 million for the nine months
ended March 31, 2024. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern for
a period of 12 months from the issue date of the report.
As of March 31, 2024, Dalrada had $30.17 million in total assets,
$21.35 million in total liabilities, and $8.82 million in total
stockholders' equity.
DELL TECHNOLOGIES: Egan-Jones Retains BB- Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on September 23, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Dell Technologies Inc. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Round Rock, Texas, Dell Technologies Inc. provides
computer products.
DELTA APPAREL: Wilen Investment Ceases Ownership of Common Shares
-----------------------------------------------------------------
Wilen Investment Management Corp. disclosed in a Schedule 13G/A
Report filed with the U.S. Securities and Exchange Commission that
as of September 30, 2024, it has ceased to be the beneficial owner
of more than five percent of Delta Apparel, Inc.'s common stock.
A full-text copy of Wilen Investment's SEC Report is available:
https://tinyurl.com/2z2er3cn
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 estimated assets and liabilities between $100 million
and $500 million each.
Polsinelli PC, led by Christopher A. Ward, is the Debtor's counsel.
DIAMOND G INSPECTION: Sec. 341(a) Meeting of Creditors on Nov. 12
-----------------------------------------------------------------
Diamond G Inspection Inc. filed Chapter 11 protection in the
Southern District of Texas. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 100 and
199 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
November 12, 2024 at 10:00 a.m., US Trustee Houston
Teleconference.
About Diamond G Inspection Inc.
Diamond G Inspection Inc. was founded in 2010. The company's line
of business includes provide clinical laboratory testing services.
[BN]
Diamond G Inspection Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90530) on
October 9, 2024. In the petition filed by Steve Steen, as
president, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
Honorable Bankruptcy Judge Alfredo R. Perez handles the case.
The Debtor is represented by:
Vincent Slusher, Esq.
LAW OFFICE OF VINCENT SLUSHER
2121 N. Akard St
Suite 250
Dallas TX 75201
Tel: (214) 478-5926
E-mail: vince.slusher@outlook.com
DW TRUST: Case Summary & Nine Unsecured Creditors
-------------------------------------------------
Debtor: DW Trust Investments LLC
1739 W. Cameron Ave., Ste. 200
West Covina, CA 91790
Chapter 11 Petition Date: October 16, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-18452
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
E-mail: michael.berger@bankruptcypower.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daryle J. Rutherford as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/WF52RAY/DW_Trust_Investments_LLC__cacbke-24-18452__0001.0.pdf?mcid=tGE4TAMA
EPIC COMPANIES: Gets Court Nod to Use Cash Collateral Until Dec. 1
------------------------------------------------------------------
EPIC Companies Midwest, LLC and its affiliates got the green light
from the U.S. Bankruptcy Court for the District of North Dakota to
use cash collateral through Dec. 1.
The companies can use approximately $552,562 of Bank Forward's cash
collateral to fund their operations.
To ensure adequate protection for Bank Forward, the court order
granted the bank replacement liens on the companies' post-petition
assets, with the same priority and effect as its pre-bankruptcy
liens.
The replacement liens do not extend to any causes of action arising
under Chapter 5 of the Bankruptcy Code, according to the order
penned by Judge Shon Hastings.
About EPIC Companies Midwest
EPIC Companies Midwest, LLC is a real estate investing and
development firm in Minot, N.D.
EPIC and its affiliates filed voluntary Chapter 11 petitions
(Bankr. D.N.D. Lead Case No. 24-30281) on July 8, 2024. Patrick
Finn, chief restructuring officer, signed the petitions.
At the time of the filing, EPIC reported $10 million to $50 million
in both assets and liabilities.
Judge Shon Hastings oversees the cases.
Steven Kinsella, Esq., at Fredrikson & Byron, PA represents the
Debtors as legal counsel.
The U.S. Trustee for Region 12 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by the law firm of Stinson, LLP.
EPIC! CREATIONS: Claudia Springer Appointed as Chapter 11 Trustee
-----------------------------------------------------------------
Andrew Vara, the U.S. Trustee for Regions 3 and 9, appointed
Claudia Springer as chapter 11 trustee for Epic! Creations Inc. and
affiliates.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the District of Delaware on September 16 and
upon request from Diameter Capital Partners LP and other
petitioning creditors.
The petitioning creditors claim that the misconduct of Think &
Learn Private Ltd. began no later than April 2022, soon after
BYJU's Alpha, Inc. borrowed $1.2 billion in term loans. BYJU's
Alpha's obligations were unconditionally guaranteed by T&L and five
of its direct and indirect subsidiaries. But only a year after
executing the Credit Agreement, BYJU's Alpha was in material
breach.
The petitioning creditors explained that the vast majority of the
$1.2 billion had been misappropriated. BYJU's Alpha had invested
almost half of the loan proceeds -- $533 million -- in Camshaft
Fund, the IHOP-based sham "hedge fund" run by a mid-20s high school
dropout. To evade collection, T&L twice unlawfully caused ownership
of its Camshaft limited partnership interest on account of those
funds to be fraudulently transferred, before a T&L affiliated,
Dubai-based trust redeemed the interest in kind.
The petitioning creditors alleged that T&L continues to run the
same playbook at Epic!, perhaps the most valuable of the three
debtors. While GLAS's and the lenders' persistent requests for
financial reporting and transparency went unanswered, the aggregate
value of Epic!'s assets was rapidly declining. Despite this
precipitous decline, T&L continues to cause Epic! to transfer funds
to non-guarantor affiliates. These transfers had no apparent
legitimate business purpose.
About Epic! Creations Inc.
Epic! Creations Inc. -- https://www.getepic.com/ -- doing business
as Byju's, retails books online. The Company offers digital library
which includes kids books, ebooks, and videos. Epic! Creations
serves customers in the State of California.
Alleged creditors of Epic! Creations sought involuntary petition
under Chapter 11 of the the U.S. Bankruptcy Code against Epic!
Creations (Bankr. D. Del. Case No. 24-11161) on June 5, 2024.
The creditors who signed the petition are:
* HPS Investment Partners, LLC,
* TBK Bank, SSB
* Redwood Capital Management, LLC,
* Veritas Capital Credit Opportunities Fund SPV, L.L.C. and
Veritas Capital Credit Opportunities Fund II SPV, L.L.C.
* HGV BL SPV, LLC,
* Midtown Acquisitions GP LLC,
* Silver Point Capital, L.P.,
* Shawnee 2022-1 LLC,
* Sentinel Dome Partners, LLC,
* Stonehill Capital Management LLC,
* Diameter Capital Partners LP,
* Ellington CLO III, Ltd. and Ellington Special Relative Value
Fund L.L.C.
* GLAS Trust Company LLC, in its capacity as administrative
agent and collateral agent,
* Continental Casualty Company, and
* India Credit Solutions, L.P.
Glas Trust Company is represented by:
Laura Davis Jones
Pachulski, Stang, Ziehl & Jones LLP
302-778-6401
ljones@pszjlaw.com
TBK Bank, et al., are represented by:
G. David Dean
Cole Schotz P.C.
302-652-3131
ddean@coleschotz.com
EXTENDEDFIELDFORCE LLC: Michael Wheatley Named Subchapter V Trustee
-------------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Wheatley as
Subchapter V trustee for ExtendedFieldForce LLC.
Mr. Wheatley will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Wheatley declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael E. Wheatley
P.O. Box 1072
Prospect, KY 40059
Phone: 502-744-6484
Email: mwheatleytr@gmail.com
About ExtendedFieldForce LLC
ExtendedFieldForce, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-32383) on
September 27, 2024, with up to $50,000 in assets and up to $1
million in liabilities.
Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird, LLP
represents the Debtor as legal counsel.
EYENOVIA INC: Inks $4 Million Securities Purchase Agreement
-----------------------------------------------------------
Eyenovia, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company entered into a
securities purchase agreement with an institutional investor,
pursuant to which the Company agreed to sell, in a registered
direct offering by the Company, 8,630,000 shares of common stock,
par value $0.0001 per share, pre-funded warrants to purchase up to
65,653 shares of Common Stock and warrants to purchase up to
8,695,653 shares of Common Stock. The combined offering price for
each Share and accompanying Warrant is $0.46. The combined offering
price for each Pre-Funded Warrant and accompanying Warrant is
$0.4599, which is equal to the purchase price per Share in the
Offering, minus $0.0001.
The Warrants will be exercisable beginning six months following the
date of issuance and may be exercised until March 31, 2030, at an
exercise price of $0.50 per share. The exercise price and number of
shares of Common Stock issuable upon exercise of the Warrants will
be subject to adjustment in the event of stock dividends, stock
splits, reorganizations or similar events affecting the Company's
Common Stock. The Warrants will be issued in certificated form
only. A holder may not exercise any portion of such holder's
Warrants to the extent that the holder would own more than 4.99% of
the Company's outstanding Common Stock immediately after exercise
(unless the holder otherwise elects a limitation of 9.99%).
The Pre-Funded Warrants will be immediately exercisable at an
exercise price of $0.0001 per share and will be exercisable until
the Pre-Funded Warrants are exercised in full. The exercise price
and number of shares of Common Stock issuable upon exercise of the
Pre-Funded Warrants will be subject to adjustment in the event of
stock dividends, stock splits, reorganizations or similar events
affecting the Company'sCommon Stock. The Pre-Funded Warrants will
be issued in certificated form only. A holder may not exercise any
portion of such holder's Pre-Funded Warrants to the extent that the
holder would own more than 4.99% of the Company's outstanding
Common Stock immediately after exercise (unless the holder
otherwise elects a limitation of 9.99%).
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing and indemnification obligations of the Company and the
purchaser. The representations, warranties and covenants contained
in the Purchase Agreement were made only for purposes of the
Purchase Agreement and as of a specific date, were solely for the
benefit of the parties to the Purchase Agreement and may be subject
to limitations agreed upon by the contracting parties.
The aggregate gross proceeds to the Company from the Offering are
expected to be approximately $4 million. The Company intends to use
the net proceeds from the Offering to fund commercialization
activities for its products, Mydcombi and clobetasol propionate, to
complete the CHAPERONE pediatric myopia clinical study, and for
working capital and general corporate purposes. Proceeds may also
be used to repay amounts outstanding under the Loan and Security
Agreement with Avenue Capital Management II, L.P. and related
entities.
The Offering is being made pursuant to an effective registration
statement on Form S-3 (Registration Statement No. 333-261638), as
previously filed with and declared effective by the Securities and
Exchange Commission (the "SEC"), and a related prospectus. The
Offering was expected to close on or about September 30, 2024,
subject to the satisfaction of customary closing conditions.
The Company has engaged A.G.P./Alliance Global Partners and
Brookline Capital Markets, a division of Arcadia Securities, LLC as
placement agents for the Offering. The Company has agreed to pay
customary placement fees and reimburse certain expenses of the
placement agents.
About Eyenovia
New York, N.Y.-based Eyenovia, Inc. is an ophthalmic technology
company commercializing Mydcombi (tropicamide and phenylephrine HCL
ophthalmic spray) for inducing mydriasis for routine diagnostic
procedures and in conditions where short-term pupil dilation is
desired, preparing for the commercialization of clobetasol
propionate ophthalmic suspension 0.05% ("clobetasol propionate"),
for the treatment of post-operative inflammation and pain following
ocular surgery, and developing the Optejet delivery system both for
use in combination with its own drug-device therapeutic programs
and for out-licensing for use in combination with therapeutics for
additional indications. The Company's aim is to improve the
delivery of topical ophthalmic medication through the ergonomic
design of the Optejet, which facilitates ease-of-use and delivery
of a more physiologically appropriate medication volume, with the
goal to reduce side effects and improve tolerability and introduce
digital health technology to improve therapy compliance and
ultimately medical outcomes.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
18, 2024, citing that the Company 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.
For the years ended December 31, 2023 and 2022, Eyenovia incurred
net losses of approximately $27.3 million and $28 million,
respectively. As of June 30, 2024, Eyenovia had $19 million in
total assets, $21.4 million in total liabilities, and $2.4 million
in total stockholders' deficit.
FIRSTBASE.IO INC: Gets Interim OK to Use of Cash Collateral
-----------------------------------------------------------
Firstbase.io, Inc. received interim approval from the U.S.
Bankruptcy Court for the Southern District of New York to use cash
collateral to fund its operations until Nov. 12.
The company can use its secured creditors' cash collateral up to
the anticipated cash needs, subject to a budget.
The secured creditors are Harbor Business Compliance Corp., CFT
Clear Finance Technology Corp. and Novel Growth Partners California
Investments, LLC. These creditors will be granted replacement liens
on the cash collateral to protect their interests.
Firstbase.io has entered into several agreements with CFT
concerning the purchase of future receivables, along with a Master
Financing Agreement with Novel. As of the petition date, the
company owes approximately $231,000 to CFT and $1 million to
Novel.
Meanwhile, Harbor holds a judgment against Firstbase.io for
approximately $27.9 million.
The final hearing is scheduled for Nov. 6.
About Firstbase.io Inc.
Firstbase.io, Inc. is a technology company that provides business
formation services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11647) with $1 million
to $10 million in assets and $10 million to $50 million in
liabilities.
Judge Lisa G. Beckerman oversees the case.
The Debtor is represented by:
Dawn Kirby, Esq.
Kirby Aisner & Curley, LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: 914-401-9500
Email: dkirby@kacllp.com
FIRSTENERGY CORP: Egan-Jones Retains BB Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on September 27, 2024, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by FirstEnergy Corp. EJR also withdrew the rating on
commercial paper issued by the Company.
Headquartered in Akron, Ohio, FirstEnergy Corp. operates as a
public utility holding company.
FLUID MARKET: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Fluid Market, Inc.
f/d/b/a Fluid Truck Inc.
3827 Lafayette St., Suite #149
Denver, CO 80205
Business Description: The Debtors operate and manage a technology-
based, peer-to-peer truck-sharing platform
across the United States with a fleet of
nearly 5,500 vehicles owned by their non-
Debtor affiliates or third-party owners who
have elected to put their vehicles on the
Debtors' platform,
https://www.fluidtruck.com. Customers have
quick and easy access to the right vehicle
whenever they need it via the Debtors'
mobile app and website.
Chapter 11 Petition Date: October 16, 2024
Court: United States Bankruptcy Court
District of Delaware
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Fluid Market, Inc. (Lead Debtor) 24-12363
Fluid Fleet Services, LLC 24-12364
Judge: TBD
Debtors' Counsel: Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Timothy P. Cairns, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Tel: 302-652-4100
Fax: 302-652-4400
Email: ljones@pszjlaw.com
dbertenthal@pszjlaw.com
tcairns@pszjlaw.com
Debtors'
Restructuring
Advisor: PALADIN MANAGEMENT GROUP, LLC
Debtors'
Investment
Banker: SSG CAPITAL ADVISORS, LLC
Debtors'
Solicitation,
Claims &
Noticing
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by T. Scott Avila as chief executive
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HPK6NWQ/Fluid_Market_Inc__debke-24-12363__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EXQNU6Q/Fluid_Fleet_Services_LLC__debke-24-12364__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Fort Collins Dodge Trade Debt $7,866,686
3835 S. College Ave
Fort Collins, CO 80525
Phone: +19705419989
Email: BSHULTZ@FORTCOLLINSDOD
GECHRYSLERJEEP.COM
2. Always Funday Trade Debt $974,458
3330 E 7th Ave Pkwy
Denver, CO 80206
Phone: +13109130782
Email: CLARKLODGE78@GMAIL.COM
3. Broken Mirror LLC Trade Debt $888,443
201 SE 2nd St
Ontario, OR 97914
Phone: +13039125266
Email: BROKENMIRROR.MAIL@GMAIL.COM
4. Manheim Trade Debt $807,427
6325 Peachtree Dunwoody
Road NE
Atlanta, GA 30328
Phone: 866-626-4346
Email: ZACH.HALLOWELL@COXAUTOINC.COM
5. Kerman Management, LLC Trade Debt $754,172
3800 Irving St
Denver, CO 80211
Phone: +13035708200
Email: KERMANVEHICLES@AFCDENVER.COM
6. ServiceUp, Inc. Trade Debt $749,774
20 N Santa Cruz Ave, Ste A
Los Gatos, CA 95030
Phone: 4085020140
Email: AR@SERVICEUP.COM
7. Burrwood Logistics LLC Trade Debt $720,192
751 W Central
Lorena, TX 76655
Phone: +19704203492
Email: COLETON.BURRUS@YAHOO.COM
8. Cox Automotive Vehicle Trade Debt $510,018
Acquisition Services, LLC
6305 Peachtree Dunwoody Rd,
5th
Atlanta, GA 30328
Phone: 7176189929
Email: RETAILRECONAR@COXAUTOINC.COM
9. VIP Solutions Group, LLC Trade Debt $482,721
271 17th Street Northwest
Suite 1600
Atlanta, GA 30363
Phone: 2149897508
Email: CMURPHY@WEAREVIP.COM
10. SA Transport LLC Trade Debt $440,107
850 New Burton Rd, Suite 201
Dover, DE 19904
Phone: +13039132214
Email: JAKE@NMDEQUITYGROUP.COM
11. American Express Trade Debt $435,608
Evelyn Pena, MSHRM-Director
1500 NW 136th Avenue
Sunrice, FL 33323
Phone: 954-328-9967
Email: EVELYN.PENA@AEXP.COM
12. Latham & Watkins LLP Trade Debt $402,926
330 North Wabash Avenue,
Suite 2800
Chicago, IL 60611
Phone: 312.876.7663
Email: CAROLINE.RECKLER@LW.COM
13. FCP Transport LLC Trade Debt $400,815
2093 Philadelphia Pike, 8356
Claymont, DE 19703
Phone: +13039132214
Email: JAKE.SHIREK@GMAIL.COM
14. GMI Insurance Trade Debt $360,500
99 Star St
Phoenixville, PA 19460
Phone: 6109334679
Email: INFO@GMI-INSURANCE.COM
15. Auto Adventure LLC Trade Debt $356,493
845 6th Street
Boulder, CO 80302
Phone: +13035647434
Email: ARTMAN.ACCTS@GMAIL.COM
16. Merchants Fleet Trade Debt $321,467
14 Central Park Drive
Hookset, NH 03106
Phone: +16032707625
Email: MOBILITYBILLING@MERCHANTSFLEET.COM
17. 48th Office Investment, LLC Trade Debt $285,456
161 Detroit Street
Denver, CO 80206
18. Blue Mile Logistics, LLC Trade Debt $283,497
751 W Central
Lorena, TX 76655
Phone: +19704203492
Email: COLETON@BURRUSINVESTMENT.COM
19. FMCO LLC Trade Debt $276,112
201 SE 2nd St
Ontario, OR 97914
Phone: +17205880541
Email: JAMES@HHKGROUP.COM
20. Connecticut State Trade Debt $269,955
Department of Revenue
PO Box 2974
Hartford, CT 06104-2974
Phone: 8602975962
Email: DRS@CT.GOV
21. Cina Global, LLC Trade Debt $262,925
710 Water Street
Darby, MT 59829
Phone: +13104975755
Email: AIDIN@CINAGLOBAL.NET
22. United States Fire Trade Debt $261,909
Insurance Company
305 Madison Ave.
Morristown, NJ 07960
Phone: 9734906600
Email: MARK.COYLE@CFINS.COM
23. Gomobile Tires USA Trade Debt $230,132
163 SW Freeman Avenue, Ste D
Hillsboro, OR 97123
Phone: 5036446404
Email: ADMIN@USAGOMOBILE.COM
24. Cloudbakers LLC Trade Debt $211,119
600 W. Van Buren St, Suite 603
Chicago, IL 60607
Phone: 3123806838
Email: ACCOUNTING@66DEGREES.COM
25. M2 Services LLC Trade Debt $210,945
2000 S Colorado Blvd 3-950
Denver, CO 80222
Phone: +13039914224
Email: CHRIS@M2LS.NET
26. Southern Tire Mart, LLC Trade Debt $202,211
9255 Stellar Court
Corona, CA 92883
Phone: 9516661278
Email: GWEN.WALTERS@STMTIRES.COM
27. IceJamma Exgellin LLC Trade Debt $200,978
495 W Oakwood Lane
Castle Rock, CO 80108
Phone: +13035877231
Email: 528JG@COMCAST.NET
28. Ecomm Fleet LLC Trade Debt $194,969
2653 S. Cook St.
Denver, CO 80210
Phone: +12487032140
Email: TBLOOM@OSAGECAPITALGROUP.COM
29. Dog Transport LLC Trade Debt $173,916
671 Orchard Course Dr
Las Vegas, NC 89148
Phone: +17026866070
Email: GOSSELLO@DOGLLC.NET
30. USHIP Logistics LLC Trade Debt $169,150
708 Congress Ave., Suite A
Austin, TX 78701
Phone: 5125373136
Email: ACCOUNTING@USHIPLOGISTICS.COM
FORM TECHNOLOGIES: S&P Places 'CCC' ICR on CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings placed all of Form Technologies LLC's (Form)
ratings, including its 'CCC' issuer credit rating, on CreditWatch
with positive implications.
S&P said, "At the same time, we assigned a preliminary 'B-'
issue-level rating to the company's proposed five-year $100 million
revolver and five-and-a-half-year $650 million first-lien term
loan. The preliminary recovery rating is '3' indicating our
expectation of meaningful (50%-70%; rounded estimate: 55%) recovery
for lenders in the event of a payment default. We plan to
discontinue our ratings on the company's existing $100 million
revolver due April 2025; $640 million first-out, first-lien term
loan due July 2025; and $175 million second-out, first-lien term
loan due October 2025 once they have been fully repaid.
"The positive CreditWatch placement reflects our expectation that
we would raise our issuer credit rating on Form to 'B-' once the
company completes its proposed refinancing transaction, as long as
we continue to expect its S&P Global Ratings-adjusted leverage will
improve in line with our forecast."
Form, a manufacturer of small precision engineered components,
announced its intention to refinance its existing capital
structure. The transaction will alleviate near-term maturity risk,
reduce total debt and fixed charges, and improve near-term
liquidity.
S&P said, "The CreditWatch placement reflects the lack of near-term
maturities, improved liquidity, and a sustainable path toward
deleveraging, in our view, if the company successfully executes its
refinancing plans. Form's proposed refinancing addresses its
near-term maturities, which include its $100 million revolver due
April 2025 ($92 million outstanding as of June 30, 2024); $640
million first-out, first-lien term loan due July 2025 ($619 million
outstanding); and $175 million second-out, first-lien term loan due
October 2025 ($169.3 million outstanding). The refinancing
addresses these maturities while also ensuring the company has
adequate liquidity to fund operations and investments for growth.
Pro forma for the transaction, we expect Form will have about $40
million of cash on hand and $94.8 million of availability on its
new revolver at transaction close."
The refinancing will lower total debt balances in part because of
lower total term loan and revolver debt in the proposed capital
structure at close, and because existing preferred equity balances
will be significantly reduced. S&P said, "We anticipate $907
million of S&P Global Ratings-adjusted debt at close of the
transaction, primarily consisting of the proposed $100 million
revolving credit facility ($5.2 million drawn at close), $650
million first-lien term loan, and $150 million of new PIK preferred
equity (which we include as debt in our adjusted credit measures).
This level of debt compares to $1.464 billion as of June 30, 2024,
which includes $485 million of preferred equity. Existing preferred
equity which is held by funds affiliated with financial sponsors
Ares Management and Onex Corp. will be refinanced into common
equity at a discount, and we expect Ares and Onex will be majority
owners of Form post-transaction close."
S&P said, "Moreover, while we forecast pro forma S&P Global
Ratings-adjusted leverage to remain high--in the high-6x area in
2024, improving to the low-6x area--lower fixed charges will likely
allow the company to preserve liquidity and redirect operating cash
flow back into investments that support the company's future
growth. We forecast cash interest expense of about $63 million in
2025, a significant savings from about $81 million expected in 2024
(interest expense in 2024 incorporates the favorable impact of
interest rate swaps that rolled off after the first half of 2024).
Nevertheless, and notwithstanding cash flow benefits resulting from
the proposed transaction and our forecast for modest EBITDA growth,
we forecast free operating cash flow (FOCF) to be moderately
negative through 2025 because we assume working capital will be a
use of cash to fund increases in inventory to support growth,
compared to a source of cash in 2023, and capital expenditures
(capex) will increase to support new plant openings and operational
efficiency initiatives.
"We forecast revenue growth in the mid-single digit percent area
and assume operational initiatives lead to modest increases in
EBITDA in 2025, following relatively flat revenue and EBITDA in
2024. Our 2025 forecast for revenue is supported by new program
launches from business won in 2024; assumes higher
content-per-vehicle in automotive end-markets and higher enterprise
technology volumes (especially to data center end markets for
artificial intelligence, cloud, and gaming use cases); and assumes
new production capabilities (for example, in aluminum and titanium
casting) and capacity expansions (namely, a Vietnamese plant
expected to begin operations in early 2025). This compares to our
forecast for flat year-over-year revenue in 2024, due to lower
volumes from weak automotive and consumer electronics end markets
fully offsetting higher enterprise technology volumes.
"We forecast S&P Global Ratings-adjusted EBITDA margin to remain in
the mid-teens percent area but to grow moderately through 2025 on
the benefits of higher margin revenue, lower restructuring costs, a
continued ability to pass through cost inflation, and from planned
investments in automation and other cost-out initiatives.
"We will resolve the CreditWatch placement following a review of
Form's post-close capital structure. We would likely raise the
issuer credit rating on Form to 'B-' once it has funded the
refinancing of its existing capital structure, assuming there are
no material changes to the transaction terms or operating
performance, through the time to funding."
FOSSIL GROUP: Egan-Jones Cuts Senior Unsecured Ratings to CCC
-------------------------------------------------------------
Egan-Jones Ratings Company, on September 27, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Fossil Group, Inc. to CCC from CCC+. EJR also
withdrew the rating on commercial paper issued by the Company.
Headquartered in Richardson, Texas, Fossil Group, Inc. designs,
develops, markets, and distributes consumer fashion accessories.
GA VIEWS: Files for Chapter 11 Bankruptcy
-----------------------------------------
GA Views Management LLC filed Chapter 11 protection in the District
of Columbia. According to court filing, the Debtor reports
$8,553,000 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 5, 2024 at 2:00 p.m. in Room US Trustee Remote Location:
Telephone #: (877) 465-7076;Passcode: 7191296.
About GA Views Management LLC
GA Views Management LLC is the fee simple owner of real property
located at 3557-3559 Georgia Avenue NW, Washington, DC 20010 valued
at $12 million.
GA Views Management LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 24-00339) on Oct. 9, 2024.
In the petition filed by Hector Rodriguez, as managing member, the
Debtor reports total assets of $12,000,000 and total liabilities of
$8,553,000.
The Honorable Bankruptcy Judge Elizabeth L. Gunn handles the case.
The Debtor is represented by:
William C. Johnson, Jr., Esq.
THE JOHNSON LAW GROUP, LLC
6305 Ivy Lane
Suite 630
Greenbelt, MD 20770
Tel: (301) 477-3450
Fax: (301) 477-4813
E-mail: William@JohnsonLG.Law
GANNETT CO: Egan-Jones Retains CCC+ Senior Unsecured Ratings
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Egan-Jones Ratings Company, on September 25, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Gannett Co., Inc. EJR also withdrew the rating on
commercial paper issued by the Company.
Headquartered in New York, Gannett Co., Inc. operates as a local
newspaper company.
GUITAR CENTER: Moody's Cuts CFR to Caa2 & Sr. Secured Notes to Caa3
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Moody's Ratings downgrades Guitar Center Inc. (NEW)'s corporate
family rating to Caa2 from Caa1, its probability of default rating
to Caa2-PD from Caa1-PD and its senior secured notes ratings to
Caa3 from Caa2. The outlook remains negative.
The downgrade reflects Guitar Center's continued weak operating
performance and credit metrics. The new management team's strategic
plan to drive revenue and earnings improvement by expanding its
Guitar Center store inventory assortments for enthusiast musicians
and professionals while paring back on beginner musician inventory
is taking longer than expected. As of Q2 2024, EBITA/interest was
0.6x, while funded debt/EBITDA was nearly 12x and free cash flow
was negative. Over the next 12 to 18 months, Moody's expect credit
metrics to remain weak, including EBITA interest coverage less than
1x, funded debt/EBITDA in the 8x-12x range and negative to
breakeven free cash flow. Most importantly, Guitar Center's $375
million asset-based revolving credit facility (ABL; not rated) goes
current in December 2024 and its entire debt capital structure,
inclusive of its $550 million of senior secured notes, comes due in
January 2026 which leaves very limited runway for the company to
demonstrate sustained improvement in earnings and credit metrics
before the need to address its debt maturities. As such, Moody's
believe there is heightened probability of a debt restructuring.
RATINGS RATIONALE
Guitar Center's Caa2 CFR reflects Moody's expectation that
execution will remain challenging over the next 12-18 months given
the difficult consumer spending environment and as the company
refocuses its inventory assortments on enthusiast musicians and
professionals who typically purchase higher-end instruments and
equipment. Moody's expect gross margin pressure to continue as this
process unfolds and free cash flow to remain challenged. Guitar
Center's Caa2 CFR also reflects its high funded debt/EBITDA of
nearly 12x as of Q2 2024. Given the impact of Guitar Center's
leases, lease-adjusted debt-to-EBITDA is more moderate at about
6.6x. EBITA-to-interest coverage is also weak at under 1x. Guitar
Center's rating is also constrained by governance considerations,
including its ownership by private equity sponsors and former
creditors.
Guitar Center's Caa2 CFR is supported by its omni-channel retail
capability, well-recognized brand name, a broad product assortment,
including a selection of private label brands, and high margin
in-store services. While the company's turnaround is taking longer
than Moody's expected and gross margins remain challenged, there
are signs that its strategy to refocus on enthusiast musicians and
professionals is gaining traction. After several quarters of
negative same store sales, Guitar Center segment same store sales
were positive in Q1 and Q2 2024. The company's leading market
position and importance to its key vendors also provide credit
support. While smaller in scale than merchandise sales, services
such as rentals, lessons, and repairs is a growth opportunity and
can help balance volatility in the merchandise side of the
business.
The negative outlook reflects the very limited runway that the
company has to demonstrate sustained improvement in earnings and
credit metrics before its capital structure matures. Guitar Center
has weak liquidity because its ABL is going current in December and
the company relies on its ABL to bridge free cash flow defecits.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity further deteriorates
or if Moody's recovery estimates in an event of default decline.
The ratings could be upgraded if the company addresses its capital
structure and debt maturities in a manner that leaves it with at
least adequate liquidity.
Guitar Center Inc. (NEW) is the largest retailer of musical
instruments and related products and services in the US. The
company operates 559 stores under the Guitar Center and Music &
Arts brands, has a growing audio visual professional services
business and is the only large-scale retailer in the category with
omnichannel capability. Guitar Center is controlled by funds
affiliated with Ares Capital Management, Brigade Capital Management
and The Carlyle Group following its bankruptcy emergence in
December 2020. Revenue for the LTM period ended August 3, 2024 was
approximately $2.5 billion.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
HACKENSACK BREWING: Nancy Isaacson Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Nancy Isaacson,
Esq., at Greenbaum, Rowe, Smith & Davis, LP, as Subchapter V
trustee for Hackensack Brewing, LLC.
Ms. Isaacson will be paid an hourly fee of $410 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Isaacson declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Nancy Isaacson, Esq.
Greenbaum, Rowe, Smith & Davis, LP
75 Livingston Avenue
Roseland, NJ 08068
Phone: (973) 535-1600
Email: nisaacson@greenbaumlaw.com
About Hackensack Brewing
Hackensack Brewing, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-19325) on
September 20, 2024, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Brian Gregory Hannon, Esq., at the Law Office of Norgaard O'Boyle
represents the Debtor as bankruptcy counsel.
HDC HOLDINGS: Dirt Cheap Closing All Locations
----------------------------------------------
Timothy Boone of The Advocate reports that Dirt Cheap, a
Mississippi-based chain of stores that sell returned and liquidated
goods, has filed for Chapter 11 bankruptcy protection and plans to
close all of its locations.
The chain disclosed the plan to shut down 68 stores in documents
filed with a Delaware bankruptcy court.
Dirt Cheap has 9 stores in Louisiana, including stores in
Lafayette, Slidell, Hammond, Amite, Bogalusa, Houma, Bossier City,
Monroe and Franklinton. A Zachary store recently closed, according
to the company's website.
Facebook reports that going-out-of-business sales started at all
Dirt Cheap locations.
Dirt Cheap fills its stores with products returned to retailers
like Target, Amazon, and Macy's, as well as excess inventory,
seasonal items, and liquidation goods. The chain claims customers
can save between 40% and 90% off regular retail prices.
The significant discounts and ever-changing inventory at Dirt Cheap
have attracted a loyal online following, with shoppers sharing tips
on scoring the best deals and discovering hidden gems among the
chaotic clothing racks and shelves.
However, despite these deep discounts, inflation has diminished
customer purchasing power, impacting Dirt Cheap's sales. Other
discount retailers have faced similar challenges, leading to the
closure of thousands of stores nationwide by brands like Big Lots,
Conn's HomePlus, Family Dollar, and Dollar Tree in recent months.
About HDC Holdings
HDC Holdings II, LLC, and its affiliates are providers of secondary
merchandise which serves a loyal customer base of treasure hunters
and value seekers in underserved secondary and tertiary retail
markets. The Debtors' brands include Dirt Cheap, Treasure Hunt,
and Dirt Cheap Building Supplies. Through these business lines,
the Debtors sell a variety of merchandise, including apparel and
footwear, building supplies, toys and electronics, furniture,
seasonal items, and health and beauty products, among others. The
Company focuses on addressing the retail needs of its consumer
customers through wholesale brick and mortar retail locations
located throughout the southern United States, primarily in
Mississippi and Louisiana.
In early September 2024, the Debtors retained Mosaic as turnaround
advisors and Young Conaway Stargatt & Taylor, LLP as restructuring
counsel. Shortly thereafter, Jeffrey Martin was appointed CRO.
HDC Holdings II LLC and its affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-12307) on Oct. 10, 2024. In the petition filed by Jeffrey
Martin, as chief restructuring officer, HDC Holdings estimated
assets and liabilities between $100 million and $500 million each.
Young Conaway Stargatt & Taylor, LLP is the bankruptcy counsel.
Epiq is the claims agent.
HTX WELLNESS: Gets Interim OK to Use Cash Collateral
----------------------------------------------------
HTX Wellness Group, LLC received interim approval from the U.S.
Bankruptcy Court for the Southern District of Texas to use Paragon
Bank's cash collateral pursuant to its budget.
Paragon Bank, a secured creditor, holds a claim of $262,947.92 on a
$301,500 promissory note, which is secured by various assets of the
company.
To protect its interests, Paragon Bank will receive monthly
payments of $4,438.31. In addition, the bank will be granted
superpriority administrative claims and replacement liens on the
company's personal property, accounts receivable, and cash.
The court has set a Dec. 10 deadline for HTX to file a Chapter 11
reorganization plan and a Feb. 10 deadline to obtain confirmation
of the plan. Failure by the company to meet any of these deadlines
or any violation of the budget terms could result in the
termination of its use of cash collateral.
In addition, HTX must adhere to the budget's limits, with any
expenses exceeding 120% of the budget requiring written approval
from the bank.
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 petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34239) on
Sept. 11, 2024, listing up to $500,000 in assets and up to $1
million in liabilities.
Judge Jeffrey P. Norman oversees the case.
Leonard H. Simon, Esq., at Pendergraft & Simon, LLP represents the
Debtor as bankruptcy counsel.
HUDSON 888: Achieves Confirmation of Reorganization Plan
--------------------------------------------------------
Hudson 888 Owner LLC and Hudson 888 Holdco LLC, owners of a
Manhattan condominium complex, achieved confirmation of their
reorganization plan and successfully emerged from bankruptcy.
Law firm Herrick, Feinstein LLP, led by Robert (Bob) Gordon,
partner in the Restructuring & Finance Litigation Department,
represents Hudson 888.
Mr. Gordon said, "We are pleased to have successfully achieved
confirmation of a reorganization plan that addresses the various
issues between the parties in a constructive and effective
manner."
The confirmed Plan contemplates payment of the secured creditor
claims in full, with interest. Unsecured creditors will receive
payment in full, without interest, via two installments of 50%
each.
Under the earlier iteration of the Plan, the Debtors intended to
sell the 56 remaining residential units at the Bloom on Forty-Fifth
Condominium within 24 months after the effective date of Plan. Net
sales proceeds and rental revenues from the retail units were to be
used to make monthly payments, and there would be a balloon payment
at the end of the sell-out period.
Senior lender DOF II-Bloom Senior LLC and mezzanine lender DOF
II-Bloom Mezz LLC had opposed the Debtors' bankruptcy exit plan in
light of the Supreme Court's decision in Harrington v. Purdue
Pharma L.P. in June on third-party releases, saying it risks
limiting the creditors' recovery and unfairly releases the
Company's owners.
The sale of certain Malaysian assets held by Xinyuan Real Estate
affiliate Awan Plasma SDN PHD closed at the end of June 2024,
generating equity to fund the Plan in the near term. The Debtors
then filed a Second Amended Plan to provide for use of the proceeds
to make a $10 million paydown of the allowed senior secured claims.
The Debtors and secured creditors engaged in further good-faith
arm's-length negotiations to resolve their outstanding disputes and
achieve a consensual plan. The Third Amended Plan provides for a
potential refinancing transaction by the Company or its designee to
take place within approximately 90 days after the Effective Date,
with a maximum deadline of Dec. 31, 2024. Hudson 888 can retain
ownership of the retail units if it pays $46 million plus a per
diem fee within the deadline.
The U.S. Bankruptcy Court for the Southern District of New York on
Oct. 11, 2024, entered an order confirming the Modified Third
Amended Chapter 11 Plan of Reorganization. The Effective Date of
the Plan occurred on Oct. 15, 2024.
According to the Oct. 16 notice of the Effective Date, any creditor
wishing to file a request for payment of an asserted administrative
expense claim arising under Section 503(b) of the Bankruptcy Code
must file such request with the Court within 30 days.
About Hudson 888 Owner
Hudson 888 Owner LLC, a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Sec. 101(51B)), owns a mixed-use real estate project
commonly known as the Bloom on Forty-Fifth Condominium, located at
500 West 45th Street, in Manhattan, New York. Construction was
completed in 2020 and consists of 92 studio, one-bedroom,
two-bedroom, and three-bedroom residential condominium apartments
and five commercial condominium units.
Hudson 888 Holdco LLC, a holding company, owns the membership
interests in Hudson 888 Owner. Chinese developer Xinyuan Real
Estate Co., Ltd., is the parent entity of Hudson 888.
Hudson 888 Owner LLC and Hudson 888 Holdco LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-10021) on Jan. 7, 2024. In the petition signed by Sheng Zhang,
chairman and CEO, Hudson 888 Owner disclosed up to $500 million in
both assets and liabilities. Judge Michael E. Wiles oversaw the
cases.
Counsel for the Debtors:
Robert D. Gordon, Esq.
Nicholas G.O. Veliky, Esq.
Rodger T. Quigley, Esq.
HERRICK, FEINSTEIN LLP
Two Park Avenue
New York, NY 10016
Tel: (212) 592-1400
Fax: (212) 592-1500
E-mail: rgordon@herrick.com
nveliky@herrick.com
rquigley@herrick.com
Special condominium counsel to the Debtors:
Holland & Knight LLC
31 West 52nd Street
New York, NY 10019
Attn: Stuart M. Saft
Telephone: (212) 513-3308
E-mail: stuart.saft@hklaw.com
Counsel to the Secured Lenders:
Reed Smith LLP
David A. Pisciotta
599 Lexington Avenue
New York, NY 10022-7650
Tel: (212) 521 5400
Fax: (212) 521 5450
E-mail: dpisciotta@reedsmith.com
HYPERSCALE DATA: Holds 14.9% Equity Stake in Algorhythm Holdings
----------------------------------------------------------------
Hyperscale Data, Inc. formerly known as Ault Alliance, Inc.,
disclosed in a Schedule 13D/A Report that as of September 26, 2024,
the Company and its affiliates -- Ault Lending, LLC, Milton C.
Ault, III, Kenneth S. Cragun, Henry C. W. Nisser, and James M.
Turner -- beneficially owned shares of Algorhythm Holdings, Inc.'s
common stock.
The aggregate percentage of Shares reported owned by each Reporting
Person herein is based upon 9,736,850 Shares outstanding, which is
the total number of Shares outstanding as of August 16, 2024, as
reported in the Issuer's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August 19, 2024.
A. Hyperscale Data
As of September 26, 2024, Hyperscale Data may be deemed to
beneficially own 1,452,984 Shares, consisting of Shares held by
Ault Lending. Hyperscale Data may be deemed to beneficially own the
Shares beneficially owned by Ault Lending by virtue of its
relationship with such entity.
Percentage: 14.9%
B. Ault Lending
Percentage: 14.9%
C. Milton C. Ault, III
As of the date hereof, Mr. Ault may be deemed to beneficially own
1,452,984 Shares, consisting of Shares held by Ault Lending. Mr.
Ault may be deemed to beneficially own the Shares beneficially
owned by Ault Lending by virtue of his relationship with such
entity.
Percentage: 14.9%
D. Kenneth S. Cragun
As of the date hereof, Mr. Cragun beneficially owned 19,535 Shares,
which represents (i) 18,868 shares of Common Stock held directly by
him and (ii) 667 shares of Common Stock underlying certain stock
options which are currently exercisable.
Percentage: Less than 1%
E. Henry C. W. Nisser
As of the date hereof, Mr. Nisser beneficially owned 667 Shares,
which are issuable upon the exercise of stock options that are
currently exercisable.
Percentage: Less than 1%
F. James M. Turner
As of the date hereof, Mr. Turner beneficially owned 19,535 Shares,
which represents (i) 18,868 shares of Common Stock held directly by
him and (ii) 667 shares of Common Stock underlying certain stock
options which are currently exercisable.
Percentage: Less than 1%
A full-text copy of the Company's SEC Report is available at:
https://tinyurl.com/63krm639
About Hyperscale Data
Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through the Company's wholly and majority-owned
subsidiaries and strategic investments, the Company owns and/or
operates data centers at which it mines Bitcoin and offers
colocation and hosting services for the emerging artificial
intelligence ecosystems and other industries, and provides
mission-critical products that support a diverse range of
industries, including a metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, and textiles.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has a working capital
deficiency, has incurred net 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.
INMAR INC: S&P Rates New $150MM Revolving Credit Facility 'B-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Inmar
Inc.'s proposed $150 million revolving credit facility and $1.07
billion first-lien term loan. The recovery rating is '3',
reflecting its expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of default.
The transaction will refinance the company's existing $100 million
revolver ($54 million outstanding) and $985 million outstanding
term loan. S&P said, "As a part of the transaction, we expect Inmar
will benefit from lower cash interest payments and an extended
maturity runway (2029 on the revolver and 2031 on the term loan).
We expect the new revolving credit facility to be undrawn at
close."
S&P's 'B-' issuer credit rating and stable outlook on Inmar are
unchanged. They continue to reflect the company operating in a
competitive and fragmented market with high leverage above 8x,
partially offset by its recurring revenue base.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Under the proposed refinancing, Inmar's debt capitalization
will includes a $150 million first-lien revolving facility due in
October 2029, $1.07 billion first-lien term loan due in October
2031, and $485 million in preferred equity that S&P treats as
debt.
-- The first-lien revolver and term loan rank pari passu and are
secured by a first-priority security interest in substantially all
of the borrower's and guarantor's tangible and intangible assets,
including a pledge of capital stock, subject to certain
limitations.
-- Inmar Inc. is the borrower, and the debt is guaranteed by
immediate parent OPE Inmar Holdings Inc. and the borrower's wholly
owned U.S. restricted subsidiaries. In S&P's analysis, it assumes
the loan parties account for most of its calculation of emergence
value.
-- S&P said, "Our simulated default scenario would arise from a
decline in revenue and operating profits resulting from operational
missteps, intense price-based competition, or a sharp decline in
economic activity. We assume the company would reorganize, given
the value of the established customer base and client-integrated
technology and capabilities."
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA multiple: 6x
-- EBITDA at emergence: About $135 million
-- Revolving credit facility: 85% drawn at default
-- Jurisdiction: U.S.
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): About
$770 million
-- Valuation split (obligors/nonobligors): 95%/5%
-- Value available to first-lien debt claims
(collateral/noncollateral): About $755 million
-- Secured first-lien debt claims: $1.23 billion
--Recovery expectations: 50%-70% (rounded estimate: 60%)
All debt amounts include six months of accrued interest that S&P
assumes will be owed at default. Collateral value includes asset
pledges from obligors (after priority claims) plus equity pledges
in nonobligors.
INNOVATIVE MEDTECH: Delays Filing of Annual Report
--------------------------------------------------
Innovative Medtech, Inc. has filed a Form 12b-25 with the U.S.
Securities and Exchange Commission, indicating that it was unable
to file its Annual Report for the year ended June 30, 2024, due to
management's inability to complete the required financial
statements and accompanying Management's Discussion and Analysis
before the deadline.
About Innovative Medtech
Innovative Medtech, Inc., headquartered in Blue Island, IL, is a
provider of health and wellness services, and has two divisions:
the RX Vitality digital wallet and health care app (available on
both the iOS and Google Play App Stores), and the company's wholly
owned subsidiary SarahCare, an adult day care center franchisor
with 2 corporate-owned centers and 24 franchise locations across
the United States. SarahCare offers seniors daytime care and
activities ranging from exercise and medical needs daily to nursing
care and salon services. On March 25, 2021, the Company acquired
SarahCare for a total of $3,718,833; $2,000,110 was paid in cash
and the Company assumed approximately $393,885 in debt due to
sellers, and the remaining is payable through a royalty fee
liability due in the amount of $1,500,000. With 25 centers (2
corporate and 23 franchise locations) located in 13 states,
SarahCare offers seniors daytime care and activities focusing on
meeting their physical and medical needs on a daily basis, and
ranging from nursing care to salon services and providing meals, to
offering engaging and enriching activities to allow them to
continue to lead active and engaged lives.
Going Concern
"The Company believes that additional capital will be required to
fund operations through March 31, 2025 and beyond, as it attempts
to generate increasing revenue, and develop new products. The
Company intends to attempt to raise capital through additional
equity offerings and debt obligations. There can be no assurance
that the Company will be successful in obtaining financing at the
level needed or on terms acceptable to the Company. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," said Innovative in its Quarterly
Report for the period ended March 31, 2024.
As of March 31, 2024, Innovative Medtech had $4.66 million in total
assets, $6.04 million in total liabilities, and a total
stockholders' deficit of $1.38 million.
INNOVATIVE MEDTECH: Incurs $7.94M Net Loss in FY Ended June 30
--------------------------------------------------------------
Innovative Medtech, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$7.94 million on $1.82 million of revenues for the year ended June
30, 2024, compared to a net loss of $3.65 million on $1.72 million
of revenues for the year ended June 30, 2023.
As of June 30, 2024, the Company had $651,881 in total assets,
$6.13 million in total liabilities, and a total stockholders'
deficit of $5.48 million.
Tampa, Florida-based Astra Audit & Advisory, LLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated Oct. 15, 2024, citing that the Company has incurred
net losses and working capital deficits. These factors and the
need for additional financing in order for the Company to meet its
business plans raise substantial doubt about the Company's ability
to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001331612/000147793224006452/imth_10k.htm
About Innovative MedTech
Headquartered in Blue Island, IL, Innovative MedTech, Inc. is a
provider of health and wellness services, and has two divisions:
technology and devices and Adult Day Services. The Company's
technology and devices division has signed a distribution agreement
with 2 products: a high detection vein visualization device and an
Oral Thrush product, and the company's wholly owned subsidiary
SarahCare, an adult day care center franchisor with 2 corporate
owned centers and 24 franchise locations across the United States.
SarahCare offers seniors daytime care and activities ranging from
exercise and medical needs daily to nursing care and salon
services.
ISUN INC: Ridgeback Solar Removed From Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 3 disclosed in a court filing the
removal of Ridgeback Solar from the official committee of unsecured
creditors in the Chapter 11 cases of iSun, Inc. and its
affiliates.
The remaining members of the committee are:
1. Tesla, Inc.
Attn: Seth Fortenbery
1 Tesla Rd
Austin, TX 78725
Phone: 512-996-7981
Email: sfortenbery@tesla.com
2. Opsun Systems Inc.
Attn: Francois Gilles-Gagnon
450-979 Avenue de Bourgogne Quebec
Quebec, Canada, G1W2L4
Email: fgillesgagnon@opsun.com
3. GameChange Solar Corp.
Attn: Mark Gibbens
230 East Avenue, Suite 100
Norwalk, CT 06855
Phone: 203-769-3900
Email: legal@gamechangesolar.com
About iSun Inc.
iSun, Inc. (doing business as iSun) is a provider of solar energy
services and infrastructure. Its services include solar, storage
and electric vehicle infrastructure, design, development and
professional services, engineering, procurement, installation, O&M
and storage.
iSun and 11 of its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11144) on
June 3, 2024. In the petition signed by Jeff Peck as president and
chief executive officer, iSun disclosed as much as $50,000 in
assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Gellert Seitz Busenkell & Brown, LLC as general
reorganization counsel; and England & Company as investment banker
and advisor. EPIQ Corporate Restructuring, 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.
Seward & Kissel, LLP, Benesch, Friedlander, Coplan & Aronoff, LLP
and Dundon Advisers, LLC serve as the committee's bankruptcy
counsel, Delaware counsel and financial advisor, respectively.
JEFFERIES GROUP: Egan-Jones Retains BB+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on September 23, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Jefferies Group LLC.
Headquartered in New York, Jefferies Group LLC provides
institutional brokerage services.
JGA DEVELOPMENT: Court OKs Montclair Property Sale to 82 Cooper
---------------------------------------------------------------
JGA Development, LLC received approval from the U.S. Bankruptcy
Court for the District of New Jersey to sell real estate located at
82 Cooper Avenue, Montclair, New Jersey, to 82 Cooper LLC for
$775,000.
The Court has approved 82 Cooper LLC's purchase offer of $775,000,
which also includes a waiver of any claims for damages. The Court
held that 82 Cooper's offer was the best and highest offer, topping
Michael Ajayi's offer of $790,000.
The Court also ordered that the Debtor shall satisfy any
outstanding real estate taxes, municipal liens, or other undisputed
charges typically paid at the time of closing and pay off the
mortgage debt owed to Anchor Loans, LP.
The Debtor must also pay a sum of $23,250, representing a 3% real
estate commission, held in escrow to the Attorney Trust Account of
the Law Offices of Daniel Reinganum.
The Court further indicates that Anchor Loans, LP must be paid in
full as servicer for Residential Investment Trust IV.
The Debtor originally proposed to sell to Ajayi for $759,000 with a
5% real estate commission payable through Compass New Jersey, LLC.
The Debtor also asked the Court for approval to reject a contract
to sell the Property to 82 Cooper, LLC for $709,000, with a (now
reduced to 5%) real estate commission payable through New and
Modern Group, LLC.
In a September brief filed with the Court, the Debtor disclosed
that 82 Cooper increased the offer to $740,000. The Debtor also
noted that the only real estate commission payable under their
contract would be a 2.5% commission, resulting in more net proceeds
to the estate and avoiding the filing of a general unsecured claim
for $260,000 of rejection damages.
The Debtor added that its goal in selling the property is to
generate as much money for the Estate as possible. The Debtor said
it "is essentially agnostic as to which purchaser is successful as
long as it generates the most dollars."
About JGA Development, LLC
JGA Development, LLC, is a real estate investment and development
company in Vineland, N.J.
JGA Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 24-16864) on July 9, 2024.
At the time of the filing, the Debtor disclosed $10 million to $50
million in both assets and liabilities.
Judge Andrew B. Altenburg, Jr. oversees the case.
The Debtor tapped the Law Offices of Daniel Reinganum as bankruptcy
counsel and Michele Zelina, Esq., as special counsel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case.
K & P COMMERCIAL: Gets OK to Use Cash Collateral Until Nov. 8
-------------------------------------------------------------
K & P Commercial Contractors, LLC received interim approval from
the U.S. Bankruptcy Court for the Southern District of Texas to use
cash collateral to pay its operating expenses until Nov. 8.
The company's cash collateral includes revenue generated from its
operations.
The interim order approved the use of cash collateral in accordance
with the budget proposed by the company, with a 5% variance.
The budget includes expense items such as employee payroll, health
insurance, rent, utilities, subcontractor fees, and attorney fees.
As adequate protection, the court granted replacement liens to
creditors on all post-petition cash collateral and newly acquired
property of the company.
The final hearing is set for Nov. 8.
About K & P Commercial Contractors
K & P Commercial Contractors LLC -- https://kandpconst.com/ --
provides commercial construction, renovations, and project
management services. It conducts business under the name K&P
Construction Services.
K & P filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34688) on Oct. 4,
2024, with total assets of $100,000 to $500,000 and total
liabilities of $1 million to $10 million. Landon Knapp, president,
signed the petition.
Judge Eduardo V. Rodriguez handles the case.
The Debtor is represented by Robert C Lane, Esq., at The Lane Law
Firm.
KIMO TILE @ MARBLE: Commences Subchapter V Case
-----------------------------------------------
KIMO Tile @ Marble LLC filed Chapter 11 protection in the District
of New Jersey. According to court filing, the Debtor reports
$1,017,173 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
About KIMO Tile @ Marble LLC
KIMO Tile @ Marble LLC, doing business as KIMO Tile LLC, installs
tiles and marble for residential, commercial, municipal and
property management projects.
KIMO Tile @ Marble LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-20009) on
Oct. 9, 2024. In the petition filed by Sasha Richard Kissoondath,
as managing member, the Debtor reports total assets of $279,726 and
total liabilities of $1,017,173.
Nicole M. Nigrelli was appointed as Subchapter V Trustee.
The Debtor is represented by:
Edmond M. George, Esq.
OBERMAYER REBMANN MAXWELL & HIPPEL LLP
Centre Square West
1500 Market Street, Suite 3400
Philadelphia, PA 19102
Tel: 215-665-3140
Email: edmond.george@obermayer.com
KND HOSPITALITY: Seeks to Tap Freeman Law as Bankruptcy Counsel
---------------------------------------------------------------
KND Hospitality Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Freeman
Law, PLLC as counsel.
The firm will pursue any causes of action that the Debtor may have
by way of adversary proceedings that would benefit the bankruptcy
estate. Counsel may also be called on to defend Debtor in any
adversary proceedings that might be filed with respect to this
matter. Finally, it may also be necessary for Counsel to make
appearances in state court matters that affect the bankruptcy
estate.
The firm's hourly rates are as follows:
Gregory W. Mitchell $585
Jason B. Freeman $735
Associates $365
Paralegal $250
Paraprofessionals $165
Legal Assistants $150
In addition, the firm will receive reimbursement for work-related
expenses incurred.
As disclosed in court filings, Freeman Law's attorneys are
"disinterested" pursuant to Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Gregory W. Mitchell, Esq.
Freeman Law, PLLC
1412 Main Street, Suite 500
Dallas TX 75202
Tel: (972) 463-8417
Email: gmitchell@freemanlaw.com
About KND Hospitality Company
KND Hospitality Company, Inc. filed its voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-33108) on October 1, 2024, listing $100,001-$500,000 in assets
and $500,001-$1 million in liabilities. The petition was signed by
Krista Nabors Dick, owner.
Gregory W. Mitchell, Esq. at Freeman Law, PLLC represents the
Debtor as counsel.
LIGHT S.A.: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Debtor: Light S.A.
Av. Marechal Floriano No. 168, Centro
Rio de Janeiro, RJ 20.080-002
Brazil
Business Description: The Debtor is an integrated company of
the energy sector in Brazil, active in
power generation, transmission,
distribution and trading.
Chapter 15 Petition Date: October 15, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-90531
Judge: Hon. Christopher M Lopez
Foreign Proceeding: Foreign Proceeding (case number
0843430-58.2023.8.19.0001) pending
before the 3rd Business Court of Rio de
Janeiro
Foreign Representative: Antonio Reinaldo Rabelo Filho
Rua Barao da Torre, 550, Apt. 201
Ipanema
Rio de Janeiro, RJ 22411-002
Brazil
Foreign
Representative's
Counsel: Charles R. Koster, Esq.
WHITE & CASE LLP
609 Main Street, Suite 2900
Houston, TX 10020
Tel: (713) 496-9700
Email: charles.koster@whitecase.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PYG45SI/Light_SA__txsbke-24-90531__0001.0.pdf?mcid=tGE4TAMA
LOS ANGELES KOREAN: Case Summary & Five Unsecured Creditors
-----------------------------------------------------------
Debtor: Los Angeles Korean 1st Presbyterian Church Corporation
213 S. Hobart Blvd
Los Angeles CA 90004
Business Description: The Debtor is a tax-exempt religious
organization.
Chapter 11 Petition Date: October 17, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-18457
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Matthew Sean Harrison, Esq.
PROMETHEUS CIVIC LAW
120 Vantis Drive, Suite 300
Aliso Viejo, CA 92656
Tel: 949-436-4500
E-mail: matt@procivlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John J. Suh as principal/pastor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QAAWBHA/Los_Angeles_Korean_1st_Presbyterian__cacbke-24-18457__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Five Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. TJ Enterprise, Inc. Construction $1,200,000
633 West Fifth Street, 26
Los Angeles, CA 90071
Tel: (213) 223-2300
2. TGI BBQ Catering $56,783
2585 W Olympic Blvd
Los Angeles, CA 90006
Tel: (213) 375-7066
3. B.M.P., Inc. Loan $850,000
7622 Katella Ave #221
Stanton, CA 90680
Tel: (714) 767-6654
4. Art Box Office Supplies $2,340
928 S Western Ave #150
Los Angeles, CA 90006
Tel: (323) 795-0266
5. Coalition SEO Data Storage $11,450
445 S Figueroa St #3100
Los Angeles, CA 90071
Tel: (888) 473-6513
LPG 405 ALBERTO WAY: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
LPG 405 Alberto Way Residential LLC filed Chapter 11 protection in
the Northern District of California. According to court documents,
the Debtor reports between $10 million and $50 million in debt owed
to 1 and 49 creditors. The petition states that funds will be
available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 5, 2024 at 1:00 p.m. via UST Teleconference, Call in
number/URL: 1-877-991-8832 Passcode: 4101242.
About LPG 405 Alberto Way Residential
LPG 405 Alberto Way Residential LLC is engaged in activities
related to real estate.
LPG 405 Alberto Way Residential LLC sought relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-51531) on Oct.
9, 2024. In the petition filed by Randolph F. Lamb, Managing
Member of
Lamb Partners, LLC, Managing Member of the Debtor, the Debtor
estimated assets and liabilities between $10 million and $50
million each.
The Debtor is represented by:
William M. Noall, Esq.
GARMAN TURNER GORDON LLP
7251 Amigo Street, Suite 210
Las Vegas, NV 89119
Tel: 725-777-3000
MARKETING ANALYSTS: Sec. 341(a) Meeting of Creditors on Nov. 15
---------------------------------------------------------------
Marketing Analysts LLC filed Chapter 11 protection in the District
of South Carolina. According to court documents, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Nov. 15, 2024 at 9:30 a.m. in Room Telephonically.
About Marketing Analysts
Marketing Analysts LLC is a marketing agency in South Carolina.
Marketing Analysts LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 24-03671) on
October 9, 2024. In the petition filed by Robert Clark, as
manager/member, the Debtor reports total assets of $332,938 and
total liabilities of $1,441,611.
The Honorable Bankruptcy Judge Elisabetta Gm Gasparini handles the
case.
The Debtor is represented by:
Michael Conrady, Es.q
CAMPBELL LAW FIRM, PA
PO Box 684
Mt. Pleasant, SC 29465
Tel: (843) 884-6874
Fax: (843) 884-0997
MARTIN MIDSTREAM: S&P Affirms 'B' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Martin
Midstream Partners L.P. The 'B+' issue-level rating on its
second-lien notes is unchanged. The '2' recovery rating on this
debt reflects its expectation for significant recovery prospects
(70%-90%; rounded estimate: 70%).
The stable outlook on MMLP reflects S&P's expectation that it will
maintain leverage between 3.5x-4.0x in 2025 and that the
consolidated credit quality at MRMC will not deteriorate.
On Oct. 3, 2024, Martin Midstream Partners L.P. (MMLP) announced
that Martin Resource Management Corp. (MRMC) will acquire all of
MMLP's outstanding common units not already owned by MRMC.
Following the announcement, S&P Global Ratings took a consolidated
view of the companies' creditworthiness with the buyout of MMLP.
A consolidated view of MRMC's creditworthiness will limit MMLP's
credit quality. MRMC expects to fund the $132 million
consideration for the remaining public MMLP units through existing
cash on hand, borrowings under its credit facility, and other forms
of debt at the MRMC parent. Although the proposed capital structure
will not affect MMLP's credit quality at the stand-alone level, S&P
expects that MRMC's debt will be serviced primarily through
distributions from MMLP. Additionally, the assets at the parent add
limited diversity and scale to MMLP's existing asset base.
A debt maturity wall in 2027 could heighten refinancing risk and
result in negative capital structure considerations in the next 12
months. Given the magnitude of MRMC's debt maturities relative to
its anticipated cash flows, S&P expects the company will need to
pursue refinancing to address its complex capital structure over
the next several years. However, MMLP will be limited in
refinancing the $400 million senior notes due in 2028 due to a
takeout premium expiring in August 2025 and significant redemption
premiums applicable until February 2027. Additionally, the
consolidated company could face difficulties in refinancing its
debt stack if access to capital markets deteriorates, which could
result in negative capital structure considerations, particularly
as weighted-average maturity approaches 24 months.
The stable outlook reflects S&P's view that Martin will maintain
leverage of 3.5x-4.0x in 2024 and 2025 and interest coverage of
2.2x-2.6x. It also reflects our view that the credit quality of the
parent, MRMC, will not deteriorate.
S&P's could consider a negative rating action if:
-- The weighted-average maturity of its capital structure
approaches two years; or
-- The credit quality of MRMC deteriorates.
S&P could consider a positive rating action if the consolidated
credit quality of MRMC improves.
MESEARCH MEDIA: Trustee Seeks to Hire Leech Tishman as Attorney
---------------------------------------------------------------
Crystal H. Thornton-Illar, the Trustee for Mesearch Media
Technologies Limited, seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to employ Leech Tishman
Fuscaldo & Lampl, LLC as attorney.
The firm's services include:
a. providing the Chapter 11 Trustee with legal advice with
respect to its powers and duties as a chapter 11 trustee;
b. filing pleadings and representing the Chapter 11 Trustees
at hearings in this Bankruptcy Case;
c. pursuing any causes of action on behalf of Debtor or which
may be filed against Debtor; and
d. performing all other legal services for the Chapter 11
Trustee that are or may become necessary.
The firm will be paid at these rates:
Partner Time $335 to $795 per hour
Associate Time $250 to $460 per hour
Counsel/Of Counsel $275 to $750 per hour
Paralegals and Law Clerks $125 to $285 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John M. Steiner, Esq. a partner at Leech Tishman Fuscaldo & Lampl,
LLC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
John M. Steiner, Esq.
Leech Tishman Fuscaldo & Lampl, LLC
525 William Penn Place, 28th Floor,
Pittsburgh, PA 15219
Tel: (412) 261-1600
Email: jsteiner@leechtishman.com
About MeSearch Media Technologies
RMS Funding Company, LLC, Game Creek Holdings, LLC and Trib Total
Media, LLC filed involuntary Chapter 11 petition against MeSearch
Media Technologies Limited (Bankr. W.D. Pa. Case No. 24-21982) on
August 13, 2024. Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C.
represents the petitioning creditors in MeSearch's bankruptcy
case.
Judge John C. Melaragno oversees the case.
David L. Fuchs, Esq., at Fuchs Law Office, LLC serves as the
Debtor's counsel.
MILK STREET: Gets Interim OK to Use Cash Collateral Until Nov. 15
-----------------------------------------------------------------
Milk Street Cafe, Inc. received interim approval from the U.S.
Bankruptcy Court for the District of Massachusetts to use the cash
collateral of its secured creditors until Nov. 15.
The company can use the cash collateral of Massachusetts Growth
Capital Corporation and Silicon Valley Bank, a division of
First-Citizens Bank & Trust Company, in accordance with a
court-approved budget, with a 10% variance.
As adequate protection, both creditors will be granted replacement
liens on the company's post-petition assets. In addition, the court
ordered Milk Street Café to make adequate protection payments to
MGCC.
The next hearing is scheduled for Nov. 14.
About Milk Street Cafe
Milk Street Cafe, Inc., is an upscale casual restaurant and one of
the premier corporate caterers in Boston, Mass.
Milk Street Cafe filed its voluntary petition for Chapter 11
protection (Bankr. D. Mass. Case No. 24-11233) on June 20, 2024,
listing $1,099,666 in assets and $3,245,762 in liabilities. Marc
Epstein, president of Milk Street Cafe, signed the petition.
Judge Janet E. Bostwick oversees the case.
John T. Morrier, Esq., at Casner & Edwards, LLP, serves as the
Debtor's legal counsel.
MORAN FOODS: Moody's Appends 'LD' Designation to 'Ca-PD' PDR
------------------------------------------------------------
Moody's Ratings appended Moran Foods LLC's Ca-PD probability of
default rating with the "/LD" (limited default) designation.
Moody's also downgraded the company's second lien term loan
maturing October 15, 2024 to C from Ca. All of Moran's existing
ratings remain unchanged including the company's corporate family
rating at Ca, its backed senior secured delayed draw term loan,
super senior, due June 30, 2026 at Caa2, its backed senior secured
first lien first out ("FLFO") due June 30, 2026 at Ca, its backed
senior secured first lien second out ("FLSO") due June 30, 2026 at
C, and its backed senior secured second lien term loan maturing on
December 31, 2026 at C. The outlook remains negative.
The appending of the PDR with an "LD" designation follows the
completion of an amend and extend transaction to $4.6 million of
the company's second lien term loan which was to originally mature
October 1, 2024. As part of the transaction, the company extended
the maturity to October 15, 2024 from October 1, 2024. About $1.1
million of the loan was repaid with cash, while the company's
sponsors hold the extended balance. Moody's view the amend and
extend as distressed exchange, which is a limited default under
Moody's definition.
The downgrade reflects governance considerations, particularly
Moran's aggressive financial policies, as demonstrated by the
completion of multiple distressed exchanges, and the very high
likelihood of a restructuring of Moran's capital structure due to a
high debt burden relative to the company's earnings capacity, and
consistently negative free cash flow. The company has minimal
liquidity with about $36 million of availability on its revolver as
of June 29, 2024. Given these factors, the rating action reflects
the high probability of a major restructuring or default.
RATINGS RATIONALE
Moran Foods LLC's Ca corporate family rating reflects the very high
likelihood of a default over the next 12-18 months. The company's
weak demand trends have continued which has weighed heavily on its
profitability. Although Moran has taken actions to improve its
liquidity, the company still needs to stabilize its operating
losses as it navigates a turnaround in a uncertain consumer
environment.
The negative outlook reflects the potential for further erosion in
recovery rates should Moran fail to stem the pace of EBITDA and
free cash flow deficits.
Moran's liquidity is weak. The company had $7 million of balance
sheet cash and equivalents on June 29, 2024. Moody's expect the
company to generate about $(60)-(70) million of negative free cash
flow in 2024. The company has a $180 million asset based revolving
credit facility ("ABL") that is used for seasonal revolver
borrowings and expires in December 2027. On June 29, 2024 there was
$85 million drawn under the ABL, leaving roughly $36 million
available. Moody's view covenant compliance to be a risk over the
next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Rating could be downgraded should Moran's creditor recovery
expectations further weaken or should the company file for
bankruptcy.
An upgrade would require that the company maintains adequate
liquidity, makes significant progress in its operational
initiatives which results in positive free cash flow and market
share stabilization while the probability of an event of default
decreases.
Moran Foods LLC is the parent of Save-A-Lot Holdings, LLC
("Save-A-Lot"). Moran Foods LLC is a wholesaler to about 759 retail
partner licensed stores under the Save-A-Lot banner. The company is
majority owned by its lenders including JP Morgan, CDPQ and Arbour
Lane Capital and generates about $2.1 billion in annual revenue.
The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.
MRC GLOBAL: Moody's Assigns 'B1' CFR, Outlook Stable
----------------------------------------------------
Moody's Ratings assigned a B1 corporate family rating and a B1-PD
probability of default rating to MRC Global (US) Inc. ("MRC").
Moody's also assigned a B2 rating to the company's new backed
senior secured first lien term loan (TLB) due 2031 and an SGL-2
Speculative Grade Liquidity Rating. The outlook is stable. Proceeds
from the new TLB will be used to redeem MRC's existing 6.5% Series
A convertible perpetual preferred stock. The ratings are subject to
review of final documents.
Governance considerations under Moody's ESG framework, specifically
financial strategy & risk management, were a key driver of the new
rating assignment.
RATINGS RATIONALE
MRC's B1 CFR is supported by the company's moderate leverage and
ample interest coverage, solid scale and its continued focus on
diversifying its business away from the oil & gas sector. The
rating benefits from the cost reduction, streamlined inventory
management and efficiency enhancing initiatives the company had
undertaken in the last few years which enabled it to improve its
product mix and raise operating margins, while maintaining leading
position in the PVF end markets it serves. The rating also reflects
MRC's modest capital spending requirements and the countercyclical
nature of its working capital investments, which provides the
ability to substantially reduce debt with free cash flow during
industry downturns. The rating is constrained by the highly
competitive and cyclical end markets, limited end market diversity,
its modest profit margins, historically volatile operating results
and the track record of inconsistent free cash flow generation and
shareholder returns.
Moody's expect MRC's operating performance to remain solid in 2024
after two consecutive years of producing healthy earnings and
generating strong positive free cash flow in 2023. MRC's EBITDA, as
adjusted by us, had more than doubled to $213 million in 2022 and
increased further to $267 million in 2023 from the depressed level
of only $90 million in 2021 when its operating results were
impacted by the pandemic and last in, first out (LIFO) inventory
accounting, which increased its cost of sales by $77 million.
Moody's do not make adjustments to the income statement related to
LIFO, as Moody's believe that cost of goods sold on a LIFO basis is
a better method of matching current costs with revenue.
Moody's anticipate that MRC will generate about $230-240 million in
Moody's-adjusted EBITDA and $140-150 million (net of preferred
dividends) of free cash flow in 2024 despite higher capex, mainly
related to the ERP system modernization project. The redemption of
the preferred stock will simplify MRC's capital structure,
eliminate dividend payments, improve its financial flexibility and
market access. Considering the proforma capital structure, Moody's
expect MRC's leverage ratio (debt/EBITDA) to increase to just under
3x by 2024 year-end from 1.4x in LTM ended on June 30, 2024, its
interest coverage (EBITA/Interest) to rise to about 5x from 4.7x
and RCF/Debt to decline to about 23% from 44% in the LTM. These
metrics will be strong for the B1 corporate family rating, but the
ratings upside is constrained by the company's relatively low
profit margins, highly volatile operating history and limited end
market diversity with still significant exposure to the oil & gas
sector which faces long term carbon transition risks. Moody's
expect the company to sustain its solid operating performance in
2025 and anticipate that it will reduce its gross debt by repaying
the outstanding ABL borrowings over the next 12-18 months.
MRC's stable outlook reflects Moody's expectations that its
operating performance will remain strong in 2024-2025, that it will
continue to generate positive free cash flow and its credit metrics
will remain robust for the B1 rating.
MRC's SGL-2 speculative grade liquidity rating reflects its good
liquidity profile. The company had total liquidity of $537 million
as of June 30, 2023, as of June 30, 2024, including $49 million of
cash and availability of approximately $488 million on its $750
million global ABL facility. Concurrently with the issuance of the
new TLB, company plans to extend the maturity of its existing $750
million ABL facility to 2029 (unrated).
The B2 rating on the term loan is one notch below the B1 corporate
family rating because the term loan lenders will have a second lien
on the working capital assets collateralizing the company's
sizeable asset-based revolving credit facility. In addition, the
company's property, plant and equipment is modest versus the
current term loan borrowings. The company had net property, plant
and equipment of only $78 million as of December 31, 2023. The new
term loan will be secured, on the first priority basis, by
substantially all assets of the borrower and the subsidiary
guarantors, including the stock of direct subsidiaries (limited to
65% of the stock of foreign subsidiaries), except for the security
interests securing the ABL.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $225 million and 100% of LTM
EBITDA, plus unlimited amounts subject to 3.75x first lien leverage
ratio, with no inside maturity sublimit. The credit agreement is
expected to include "Chewy", "Serta" and "J. Crew" provisions.
MRC has been assigned a Credit Impact Score of CIS-4 which
indicates the rating is lower than it would have been if ESG risk
exposures did not exist. The company has an Environmental Issuer
Profile Score ("IPS") of E-4, which reflects its exposure to
regulations associated with pollution, climate change and carbon
transition because of the company's material reliance on the oil &
gas sector and diesel fueled truck transportation. MRC has a Social
IPS of S-3, because as a distribution company, it has to comply
with stringent compliance and safety standards and is susceptible
to disruptions in labor availability and changing labor standards,
wage or benefits demands and legal issues associated with its
workforce. The company has a Governance IPS of G-4, reflecting,
mainly, the risks related to its financial strategy and risk
management including historically volatile credit metrics, its
track record of inconsistent free cash flow generation and
shareholder returns.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade could be considered if the company reduces its
exposure to carbon transition risks and sustains operating margins
above 6.0%, a return on invested capital above 10% and
Moody's-adjusted leverage (Debt/EBITDA) below 3x.
A downgrade could occur if MRC fails to maintain good liquidity
profile and its operating results weaken such that its operating
margins sustain below 4%, leverage ratio (Debt/EBITDA) above 5.0x,
its interest coverage ratio (EBITA/Interest) below 2.5x or if its
return on invested capital below 6.0%.
MRC Global (US) Inc. is a global distributor of pipes, valves, and
fittings (PVF) and related products and provides other services to
the energy sector, utilities and other sectors. Its reporting
segments include gas utilities (storage and distribution of natural
gas), downstream, industrial & energy transition (crude oil
refining, petrochemical and chemical processing, general
industrials and energy transition projects), upstream production
(exploration, production and extraction of underground oil & gas),
midstream pipeline (gathering, processing and transmission of oil &
gas). The company operates out of approximately 14 distribution
centers and 214 service centers located in the principal
industrial, hydrocarbon producing and refining areas of the United
States, western Canada, Europe, Asia, Australasia, the Middle East
and the Caspian region. The company is headquartered in Houston,
Texas and generated revenues of about $3.3 billion for the 12-month
period ended June 30, 2024.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
NEXTTRIP INC: Incurs $1.53 Million Net Loss in Second Quarter
-------------------------------------------------------------
NextTrip, Inc., filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $1.53
million on $154,498 of revenue for the three months ended Aug. 31,
2024, compared to a net loss of $1.16 million on $27,663 of revenue
for the three months ended Aug. 31, 2023.
For the six months ended Aug. 31, 2024, the Company reported a net
loss of $3.51 million on $343,291 of revenue, compared to a net
loss of $2.26 million on $47,225 of revenue for the six months
ended Aug. 31, 2023.
As of Aug. 31, 2024, the Company had $4.89 million in total assets,
$5.02 million in total liabilities, and a total stockholders'
deficit of $134,103.
NextTrip stated, "The Company currently does not have sufficient
cash and working capital to fund its operations and will require
additional funding in the public or private markets in the
near-term to be able to continue operations. The Company currently
has no understanding or agreement to obtain such funding, and there
is no assurance that we will be successful in obtaining additional
funding. If we fail to obtain sufficient funding when needed, we
will be forced to delay, scale back or eliminate all or a portion
of our commercialization efforts and operations. As a result,
there is substantial doubt about our ability to continue as a going
concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/788611/000149315224041139/form10-q.htm
About NextTrip Inc.
NextTrip (formerly known as Sigma Additive Solutions, Inc. --
https://investors.nexttrip.com -- is an innovative technology
company that is building next generation solutions to power the
travel industry. NextTrip, through its subsidiaries, provides
travel technology solutions with sales originating in the United
States, with a primary emphasis on accommodations, hotels, flights,
wellness, and all-inclusive travel packages. Its proprietary
booking engine, branded as NXT2.0, provides travel distributors
access to a sizeable inventory. NextTrip's NXT2.0 booking
technology was built upon a platform acquired in June 2022, which
previously powered the Bookit.com business, a well-established
online leisure travel agent generating over $400 million in annual
sales as recently as 2019 (pre-pandemic).
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated Sept. 4, 2024, citing that the Company has suffered recurring
losses from operations and has a negative working capital that
raise substantial doubt about its ability to continue as a going
concern.
NORTH MISSISSIPPI MEDIA: Kimberly Strong Named Subchapter V Trustee
-------------------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Kimberly Strong,
audit director at Harper, Rains, Knight & Company, P.A., as
Subchapter V trustee for North Mississippi Media Group, LLC.
Ms. Strong will be paid an hourly fee of $250 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Strong declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kimberly Strong
Harper, Rains, Knight & Company, P.A.
1052 Highland Colony Pwky, Suite 100
Ridgeland, MS 39157
Phone: (601) 605-0542
Email: kstrong@hrkcpa.com
About North Mississippi Media
North Mississippi Media Group, LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No.
24-12920) on September 20, 2024, with $1 million to $10 million in
assets and liabilities. Tom Freeman, managing member, signed the
petition.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
represents the Debtor as bankruptcy counsel.
NRG ENERGY: S&P Rates Proposed $1.5BB Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '4'
recovery rating to NRG Energy Inc.'s proposed $1.5 billon senior
unsecured notes due October 2033 and 2034. The company intends to
use the net proceeds from this offering to repay debt outstanding
at APX Group Holdings (Vivint), and for general corporate
purposes.
The 'BB' long-term issuer credit rating and positive outlook on NRG
are unchanged. The 'BBB-' issue-level rating, with a '1' recovery
rating, on the previously issued senior secured notes, and 'BB'
issue-level rating, with a '4' recovery rating, on the previously
issued senior unsecured notes, are also unchanged.
NUZEE INC: Inks $2 Million Securities Purchase Agreement
--------------------------------------------------------
Nuzee, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on September 24, 2024, the
Company, entered into a securities purchase agreement with certain
investors, providing for the sale and issuance of 3,508,769 shares
of the Company's common stock, par value $0.00001 per share, for an
aggregate purchase price of $2,000,000 at the Nasdaq Minimum Price
(as defined in Nasdaq Rule 5635(d)), or $0.57 per share.
The Shares were issued pursuant to the Purchase Agreement, were not
registered under the Securities Act of 1933, as amended, and were
issued in reliance on the exemption from registration requirements
thereof provided by Section 4(a)(2) of the Securities Act or
Regulation S promulgated under the Securities Act. The Company
relied on these exemptions from registration based in part on
representations made by the Investors.
On September 24, 2024, in connection with the Purchase Agreement,
the Company entered into a Registration Rights Agreement with the
Investors. The Registration Rights Agreement provided, among other
things, that the Company will as soon as reasonably practicable,
and in any event no later than November 30, 2024, file with the SEC
(at the Company's sole cost and expense) a registration statement
registering the resale of the Shares of Common Stock. The Company
agreed to use its commercially reasonable efforts to have such
registration statement declared effective as soon as practicable
after the filing thereof.
About Nuzee Inc.
Headquartered in Vista, California, Nuzee, Inc. is a digital
marketing, sales and distribution company for various consumer
products with focuses on food and beverages. Dedicated to
reshaping the digital marketing and distribution with technological
applications, the Company endeavors to create greater commercial
value for its business partners and therefore enhance its own
enterprise value and shareholders' value of their stake in the
Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve their connection, management, and operation of marketing
channels domestically and globally.
Nuzee reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of June 30, 2024, Nuzee had $2.75 million
in total assets, $2.94 million in total liabilities, and a total
stockholders' deficit of $193,613.
Going Concern
In its Quarterly Report for the period ended June 30, 2024, Nuzee
said, "Since its inception, the Company has devoted substantially
all of its efforts to business planning, research and development,
recruiting management and technical staff, acquiring operating
assets, raising capital and the commercialization and manufacture
of its single serve coffee products. The Company has grown
revenues from its principal operations; however, there is no
assurance of future revenue growth similar to historical levels. As
of June 30, 2024, the Company had cash of $374,458 and working
capital of $(801,812). The Company has not attained profitable
operations since inception. The accompanying consolidated
financial statements have been prepared in accordance with GAAP,
which contemplates continuation of the Company as a going concern.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern. The accompanying
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The
Company's continued existence is dependent upon management's
ability to develop profitable operations and to raise additional
capital for the further development and marketing of the Company's
products and business."
PACE ROSEWOOD: Gets Court Nod to Use Cash Collateral
----------------------------------------------------
Pace Rosewood Association, Inc. got the green light from the U.S.
Bankruptcy Court for the District of Arizona to use the cash
collateral of Western Alliance Bank to pay its operating expenses.
The order authorized the use of cash collateral for the period from
Oct. 3 to 12 in accordance with the court-approved budget, with a
10% variance.
To protect Western Alliance, the court order granted the bank
replacement liens on Pace Rosewood's assets.
The court order specifies that any failure to comply with its
provisions or significant deviations from the budget may trigger an
event of default, allowing Western Alliance to reclaim its
interests. In the event of default, Pace Rosewood's authority to
utilize cash collateral will terminate.
As of the petition date, the condominium management association
owes Western Alliance $823,575.93, which stemmed from its
pre-bankruptcy loan agreement with the bank.
Western Alliance holds a first-position lien on the association's
cash and assets, which provides the bank with security in the event
of any defaults.
About Pace Rosewood Association
Pace Rosewood Association, Inc. is a condominium management
association in Phoenix, Ariz.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04588) on June 7,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. James Cross, Esq., at Cross Law Firm, PLC
serves as Subchapter V trustee.
Judge Paul Sala oversees the case.
Chad P. Miesen, Esq., at CHDB Law, LLP represents the Debtor as
bankruptcy counsel.
PLA FOUR 107: Taps Ehrlich Petriello Gudin as Special Counsel
-------------------------------------------------------------
PLA Four 107 LLC seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to hire Ehrlich Petriello Gudin Plaza &
Reed, P.C. as special counsel.
The firm will render these services:
a. commence and prosecute tenant eviction actions in
appropriate courts on behalf of each of the Debtors; and
b. perform all other necessary legal services.
The firm will be paid at its customary hourly rates.
Derek Reed, an attorney at Ehrlich Petriello, 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:
Derek D. Reed, Esq.
Ehrlich Petriello Gudin Plaza & Reed, P.C.
60 Park Place, 18th Floor
Newark, NJ 07102
Phone: (973) 828-0203
About PLA Four 107 LLC
PLA Four 107 LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 24-16217) on June 20,
2024, listing up to $50,000 in assets and $500,001 to $1 million in
liabilities.
Judge Vincent F Papalia presides over the case.
Douglas J. McGill, Esq, at Webber Mcgill LLC represents the Debtor
as counsel.
PLANET GREEN: To Restate Q2 Report Over Subsidiary Disposal Error
-----------------------------------------------------------------
Planet Green Holdings Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
determined that its unaudited financial statements in its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2024 should be
restated due to an error related to the disposal of the Company's
wholly-owned subsidiary Allinyson Ltd., on April 1, 2024. The
Company's management, in consultation with its advisors, concluded
that the Quarterly Report on Form 10-Q for the quarter ended June
30, 2024, should no longer be relied upon due to the error
identified. The error in the unaudited financial statements will be
corrected by filing an amended Quarterly Report on Form 10-Q
contemporaneous with the filing of this Current Report on Form
8-K.
The Company incorrectly recognized income from discontinued
operations in additional paid in capital in connection with
disposal of Allinyson Ltd. The corrections resulted in a $7,407,267
decrease in income from discontinued operation, a $7,422,000
increase in additional paid-in capital, a $7,407,267 decrease in
accumulated deficit and a $14,733 decrease in accumulated other
comprehensive income.
Management has determined that, as a result of the errors described
above, management's previous conclusions regarding the
effectiveness of the Company's disclosure controls and procedures
as of June 30, 2024, need to be modified. The Company will provide
management's modified conclusions in the restated interim financial
statements.
About Planet Green Holdings
Planet Green Holdings Corp., headquartered in Flushing, N.Y., is
not an operating company in the PRC but a Nevada holding company
with operations conducted through its subsidiaries in the PRC,
U.S., Hong Kong, and Canada, and through contractual arrangements
with its variable interest entity, Jilin Chuanyuan, which is
incorporated in the PRC. Planet Green is engaged in a variety of
business activities, including consumer products, chemical
products, and online advertising and mobile games.
Irvine, Calif.-based YCM CPA, Inc., the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit
as of December 31, 2023, and currently faces a working capital
deficit, continued net losses, and negative cash flows from
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PROFESSIONAL DIVERSITY: Completes $120K Deal With Chinese Investor
------------------------------------------------------------------
Professional Diversity Network, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
September 26, 2024, the Company entered into a stock purchase
agreement with Yu Tian, an individual and a resident of the
People's Republic of China, in connection with the purchase by the
Investor of 398,671 shares of common stock of the Company at a
price of approximately $0.301 per share (representing a 30%
discount to the closing price of the Company's common stock on the
day prior to the execution of the Agreement) for aggregate gross
proceeds of $120,000. The closing of the transaction took place on
September 27, 2024.
The issuance of the Shares was exempt from registration due to the
exemption for offshore transactions found in Regulation S
promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and other exemptions from the
registration requirements of the Securities Act. The Company
relied, in part, upon representations that the Investor was not in
the United States at the time of the purchase and is not, and is
not acting for the benefit of, a U.S. Person as defined in Rule
902(k) under Regulation S under the Securities Act.
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com/ -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational, and employment opportunities for
diverse professionals. The Company operates subsidiaries in the
United States, including National Association of Professional Women
(NAPW) and its brand, International Association of Women (IAW),
which is one of the largest, most recognized networking
organizations of professional women in the country, spanning more
than 200 industries and professions. Through an online platform and
its relationship recruitment affinity groups, the Company provides
its employer clients a means to identify and acquire diverse talent
and assist them with their efforts to comply with the Equal
Employment Opportunity Office of Federal Contract Compliance
Program. The Company's mission is to utilize the collective
strength of its affiliate companies, members, partners, and unique
proprietary platform to be the standard in business diversity
recruiting, networking, and professional development for women,
minorities, veterans, LGBTQ+, and disabled persons globally.
Oak Brook, Illinois-based Sassetti LLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 29, 2024, citing that the Company has incurred recurring
operating losses, has a significant accumulated deficit, and will
need to raise additional funds to meet its obligations and the
costs of its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Professional Diversity Network reported a net loss attributable to
the company of $4.31 million for the year ended Dec. 31, 2023,
compared to a net loss attributable to the company for the year
ended Dec. 31, 2022. As of June 30, 2024, Professional Diversity
Network had $5,798,852 in total assets, $3,789,707 in total
liabilities, and $2,009,145 in total stockholders' equity.
PROFUNDITY LLC: Affiliate to Sell Gulfstream Aircraft for $1.8MM
----------------------------------------------------------------
Naboo Royal Cruiser, LLC, an affiliate of Profundity LLC, seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Florida, Miami Division, to sell Gulfstream Aerospace G-IV SP to
Estaff Producciones SA de CV, through the Debtor's third party
broker, Aircraft Holdings Partnership, LLC.
The Aircraft is a Gulfstream Aerospace G0IV SP with registration
number N450MB, Serial Number 1295, Engine model Rolls Royce Tay
Model 611-8, and Engine Serial Numbers: 16703 and 16704.
The Debtor engaged Prime Jet US, LLC on a non-exclusive basis to
operate its Aircraft pursuant to Prime Jet's air carrier operating
certificate, however, a dispute rose between the Debtor and Prime
Jet due to failed payments from both parties.
Certain disputes also arose between the Debtors, TapJets Holdings
Inc., Gulfgen LLC, Vision Depot Ltd., Eugene Kesselman, and Lin Hui
due to secured claims against the Naboo Aicraft.
The Debtors' counsel indicates that a bona fide effort was made to
resolve the issues raised in the motion and communicated with the
parties involved.
The Debtors' settlement with Prime Jet provides that Prime Jet
would have an allowed secured claim of $850,000 in Naboo's
Aircraft. The settlement with Gulfgen and Hui provides that they
are allowed general unsecured claims (not secured claims) in
Naboo's Aircraft.
The Debtor sought to retain Todd Spangler and Jetcraft Global (UK)
Limited as aircraft broker. The Debtor previously entered into an
agreement to sell the Aircraft to Aircraft Partsbase LLC for
$1,850,000, subject to a third-party broker fee of $150,000,
however, that sale agreement has failed to close.
The Debtor received an offer and entered into a sale agreement with
Estaff through the assistance of the AHP Broker. The Debtor
proposes to sell its right, title, and interest in the Aircraft
subject to the Court's approval on these terms:
-- Naboo will proceed to a private sale to Estaff;
-- Purchase price of $1,800,000;
-- Escrow Deposit of $100,000 to Aeronautical Title and Escrow
Service, LLC;
-- The sale will be free and clear of any liens, claims,
charges, or encumbrances of any kind;
-- AHP Broker will be paid $150,000 at Closing directly from
the Escrow Agent; and
-- Jetcraft agreed to accept $50,000 plus costs of $2,256.20
to assist in facilitating the sale.
About Profundity LLC and Naboo Royal Cruiser
Profundity, LLC and Naboo Royal Cruiser LLC are engaged in the
business of commercial and industrial machinery and equipment
rental and leasing. The company is based in Miami, Fla.
Profundity and its affiliate, Naboo Royal Cruiser, sought voluntary
petition for relief under Chapter 11 Petition (Bankr. S.D. Fla.
Case Nos. 23-16720-CLC and 23-16725-CLC) with estimated total
assets of $3,309,228 and total liabilities of $7,483,300. The
petition was signed by Eugene Kesselman as CEO of Managing Member.
Another affiliate, Tantive Giv LLC, filed for Chapter 11 (Bankr.
S.D. Fla. Case No. 23-16765) the next day.
The Honorable Corali Lopez-Castro presided over the cases.
Brett D. Lieberman, Esq., at Edelboim Leiberman PLLC, represents
the Debtor as legal counsel.
REDLINE METALS: Gets Interim OK to Use Cash Collateral
------------------------------------------------------
Redline Metals, Inc. received interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to use the
cash collateral of its senior secured creditor, Old Second National
Bank.
The company was authorized to use cash to pay payroll and related
expenses up to $45,000 weekly, alongside applicable employer taxes
pursuant to a budget approved by the bank.
The interim order required the company to make adequate protection
payments of $7,500 weekly to the senior secured creditor and set
aside $2,000 weekly for administrative expenses. No payments will
be made to other creditors unless sufficient funds are available.
In addition, Old Second National Bank was granted adequate
protection for its interests in the collateral. This includes
priority security interests and measures to ensure access to the
company's financial records.
The next hearing is scheduled for Oct. 22.
About Redline Metals
Redline Metals, Inc. is a recycling center in Lombard, Ill.
Redline Metals filed Chapter 11 petition (Bankr. N.D. Ill. Case No.
24-12590) on Aug. 27, 2024, with $10 million to $50 million in both
assets and liabilities.
Judge Jacqueline P. Cox oversees the case.
Paul M. Bach, Esq., at Bach Law Offices is the Debtor's bankruptcy
counsel.
RETSEL CORP: Gets Final Approval to Use Cash Collateral
-------------------------------------------------------
Retsel Corporation received final approval from the U.S. Bankruptcy
Court for the District of South Dakota to use $237,157 of First
Interstate Bank's cash collateral.
The company has until Oct. 31 to use the bank's cash collateral for
operating expenses, according to the final order penned by Judge
Laura Kulm Ask.
As protection to First Interstate Bank, the court required Retsel
Corporation to pay the bank $11,663.02 by Oct. 30.
Additionally, the court granted the bank a replacement lien and
ordered Retsel Corporation to keep the collateral insured.
About Retsel Corporation
Retsel Corporation operates in the traveler accommodation industry.
It conducts business under the names Grand Gateway Hotel and Cheers
Sports Lounge and Casino.
Retsel Corporation filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. S.D. Case No. 24-50081) on
September 7, 2024, with $1 million to $10 million in both assets
and liabilities. Chad Uhre, president, signed the petition.
Judge Laura L. Kulm Ask oversees the case.
The Debtor is represented by Robert L. Meadors, Esq., at Brende &
Meadors, LLP.
ROYAL CARIBBEAN: Egan-Jones Hikes Senior Unsecured Ratings to B
---------------------------------------------------------------
Egan-Jones Ratings Company, on September 30, 2024, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Royal Caribbean Cruises Ltd. to B from B-. EJR also
withdrew the rating on commercial paper issued by the Company.
Headquartered in Miami, Florida, Royal Caribbean Cruises Ltd.
operates as a global cruise company operating a fleet of vessels in
the cruise vacation industries.
S&W SEED: Delays 10-K Filing Due to Subsidiary Insolvency Issues
----------------------------------------------------------------
S&W Seed Company has filed a Form 12b-25 with the U.S. Securities
and Exchange Commission, indicating that it has determined that it
is unable, without unreasonable effort or expense, to file its
Annual Report on Form 10-K, or Annual Report, for the fiscal year
ended June 30, 2024, within the time period prescribed.
On July 24, 2024, S&W Seed Company Australia Pty Ltd, or S&W
Australia, a wholly-owned subsidiary of the Company, adopted a
voluntary plan of administration, or VA, based on its determination
that it is likely to become "insolvent" within the meaning of
section 436A(1) of Australia's Corporations Act 2001. In Australia,
VA is a process whereby an insolvent company is placed in the hands
of one or more independent administrators whose role is to
investigate the company's affairs, to report to creditors and to
recommend to creditors whether the company should enter into a deed
of company arrangement, liquidation, or be returned to its board of
directors. VA involves an investigation of available options to
provide a better return to creditors and, if possible, to save the
business.
The delay is due to the impact of the VA process on the Annual
Report, and the additional time required to complete and compile
the necessary financial information related to the potential
outcome(s) of the VA process, and its impact on related disclosures
throughout the Annual Report, and required to prepare a complete
filing. The Company anticipates that the Annual Report will be
filed on or before the fifteenth calendar day following the
prescribed due date.
About S&W Seed Co.
Longmont, Colo.-based S&W Seed Company is a global multi-crop,
middle-market agricultural company that is principally engaged in
breeding, growing, processing, and selling agricultural seeds. The
Company operates seed cleaning and processing facilities, which are
located in Texas, New South Wales, and South Australia. The
Company's seed products are primarily grown under contract by
farmers. The Company is currently focused on growing sales of its
proprietary and traited products specifically through the expansion
of Double Team™ for forage and grain sorghum products, improving
margins through pricing and operational efficiencies, and
developing the camelina market via a recently formed partnership.
As of March 31, 2024, the Company had $133.2 million in total
assets, $76.4 million in total liabilities, and total stockholders'
equity of $51.2 million.
S&W Seed cautioned in its Form 10-Q Report for the quarterly period
ended December 31, 2023, that its operating and liquidity factors
raise substantial doubt regarding the Company's ability to continue
as a going concern. According to the Company, it is not profitable
and has recorded negative cash flows for the last several years.
For the six months ended December 31, 2023, the Company reported a
net loss of $12.5 million. While the Company did report net cash
provided by operations of $1.4 million for the six months ended
December 31, 2023, it expects this to be negative in fiscal 2024.
The positive cash flow in operations for the six months ended
December 31, 2023, was largely due to changes in operating assets
and liabilities. As of December 31, 2023, the Company had cash on
hand of $1.1 million. The Company had $2.4 million of unused
availability from its working capital facilities as of December 31,
2023.
Additionally, the Company's Amended and Restated Loan and Security
Agreement, or the Amended CIBC Loan Agreement, with CIBC Bank USA,
or CIBC, and its debt facilities with National Australia Bank, or
NAB, under the NAB Finance Agreement, contain various operating and
financial covenants. Adverse geopolitical and macroeconomic events
and other factors affecting the Company's results of operations
have increased the risk of the Company's inability to comply with
these covenants, which could result in acceleration of its
repayment obligations and foreclosure on its pledged assets. The
Amended CIBC Loan Agreement as presently in effect requires the
Company to meet minimum adjusted EBITDA levels on a quarterly basis
and the NAB Finance Agreement includes an undertaking that requires
the Company to maintain a net related entity position of not more
than USD $18.5 million and a minimum interest cover ratio at each
fiscal year-end. As of December 31, 2023, the Company was in
compliance with the CIBC minimum adjusted EBITDA covenant as well
as the NAB net related entity position covenant. While the Company
was in compliance with these covenants, there can be no assurance
the Company will be successful in meeting its covenants or securing
future waivers or amendments from its lenders. Currently, the
Company does not expect to meet certain of these covenants in
fiscal 2024. If the Company is unsuccessful in meeting its
covenants or securing future waivers or amendments from its lenders
and cannot obtain other financing, it may need to reduce the scope
of its operations, repay amounts owed to its lenders, or sell
certain assets. Further, if the Company cannot renew or obtain
other financing when its two major debt facilities with CIBC and
NAB expire on August 31, 2024, and March 31, 2025, respectively, it
may need to reduce the scope of its operations.
SALEM POINTE: Hires Integrity Taxes and Accounting as Accountant
----------------------------------------------------------------
Salem Pointe Capital, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Tennessee to employ Integrity Taxes and
Accounting Services, PLLC as accountant.
The firm's services include:
a. provide accounting services to this bankruptcy estate
including full-service payroll;
b. provide ongoing monthly recording, categorizing and
reconciling financial transactions;
c. prepare monthly operating reports in this bankruptcy case;
and prepare federal and state tax returns and reports.
The firm will be paid at these rates:
Principals $250 per hour
Non-licensed accountants $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Heath Hammett, a partner at Integrity Taxes and Accounting
Services, PLLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Heath Hammett, CPA
Integrity Taxes and Accounting Services, PLLC
9724 Kingston Pike, Suite 1403
Knoxville, TN 37922
Tel: (865) 218-9380
About Salem Pointe Capital
Salem Pointe Capital, LLC is a financial services company that
typically focuses on investment and capital management. Its
operations include providing financing solutions, investment
opportunities, and asset management to various sectors.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-31702) on Sept. 29,
2024, with $10 million to $50 million in both assets and
liabilities.
Judge Suzanne H. Bauknight oversees the case.
The Debtor is represented by:
James R. Moore, Esq.
Moore & Brooks
6223 Highland Place Way, Suite 102
Knoxville, TN 37919-4035
Tel: (865) 591-3432
Email: jmoore@moore-brooks.com
SALUS MEDICAL: Joseph Cotterman Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 14 appointed Joseph Cotterman as
Subchapter V trustee for Salus Medical, LLC.
Mr. Cotterman will be paid an hourly fee of $500 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cotterman declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joseph E. Cotterman
5232 W. Oraibi Drive
Glendale, AZ 85308
Telephone: 480-353-0540
Email: cottermail@cox.net
About Salus Medical
Salus Medical, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
24-08193) on September 27, 2024, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Hernan H. Alvarez as manager.
M. Preston Gardner, Esq., at Davis Miles McGuire Gardner, PLLC
represents the Debtor as legal counsel.
SEALED AIR: Egan-Jones Retains BB- Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on September 25, 2024, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Sealed Air Corporation. EJR also withdrew the
rating on commercial paper issued by the Company.
Headquartered in Charlotte, North Carolina, Sealed Air Corporation
manufactures packaging and performance-based materials and
equipment systems that serve food, industrial, medical, and
consumer applications.
SPIRIT AIRLINES: Egan-Jones Hikes Senior Unsecured Ratings to CCC
-----------------------------------------------------------------
Egan-Jones Ratings Company, on September 30, 2024, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Spirit Airlines, Inc. to CCC from CCC+. EJR also
withdrew the rating on commercial paper issued by the Company.
Headquartered in Dania Beach, Florida, Spirit Airlines, Inc. owns
and operates airlines.
SUMMIT MIDSTREAM: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Ratings assigned new ratings to Summit Midstream
Corporation (SMC), including a B2 Corporate Family Rating, B2-PD
Probability of Default Rating, Caa2 series A preferred stock rating
and SGL-3 Speculative Grade Liquidity (SGL) rating. This follows
the completion of its corporate reorganization from a master
limited partnership to a C-corporation, pursuant to which the
unitholders of Summit Midstream Partners, LP (SMLP) became
shareholders of SMC. SMC's outlook is stable.
Concurrently, Moody's withdrew SMLP's B2 CFR, B2-PD PDR, Caa2
series A preferred stock rating and SGL-3 Speculative Grade
Liquidity rating (these ratings were effectively moved to SMC), and
changed the outlook to ratings withdrawn from stable. Moody's also
affirmed Summit Midstream Holdings, LLC's (Summit Midstream) B3
rating on the senior secured second lien notes. Summit Midstream's
outlook remains stable.
The company recently announced that it has entered into definitive
agreements to acquire Tall Oak Midstream Operating, LLC and its
subsidiaries (collectively, Tall Oak Midstream), a gas gathering
and processing system in the Arkoma Basin, from an affiliate of
Tailwater Capital LLC (Tailwater Capital) for a mix of cash and
equity consideration. The transaction is expected to close in the
fourth quarter of 2024, subject to customary closing conditions,
shareholder approval and regulatory approvals. The pro forma SMC
board is expected to comprise of 11 members, including four
directors appointed by Tailwater Capital.
RATINGS RATIONALE
SMC's B2 CFR is supported by its geographically diverse gathering &
processing (G&P) assets and diversified customer base, reducing
volatility in earnings. The company has stated that over 85% of its
2023 gross margin was derived from fee-based contracts, while
volumetric risk is partially mitigated by acreage dedications and
some minimum volume commitments (MVCs).
Although SMC's scale has reduced considerably after recent asset
sales, the company's announced acquisition should bolster scale.
The company's business profile is supported by its equity method
investment in Double E natural gas pipeline in the Delaware Basin
(Double E pipeline), and should benefit from its further
commercialization and from potential capacity expansion. However,
SMC holds its 70% interest in the Double E pipeline through an
unrestricted subsidiary, whose earnings are burdened by significant
requirements to service unrated debt and preferred stock
obligations raised by the company to fund this investment.
Moody's expect SMC to generate meaningful cash flow after funding
fixed charges and capital spending requirements through 2025, and
could use some of the cash flow to reduce debt and improve its
leverage metrics. SMC's capital spending on its existing assets
should be modest in the near-term, and it will likely be focused in
the DJ Basin and the Williston Basin. Capital spending in its
Piceance Basin and Barnett Shale assets should be minimal.
Summit Midstream's second lien notes are rated B3, one notch below
SMC's B2 CFR, reflecting the ABL facility's priority claim and
significant size. The $500 million ABL facility is subject to a
borrowing base and has a first lien claim on substantially all
assets and subsidiary capital stock. The secured notes have a
second priority lien on the ABL collateral.
SMC's series A preferred stock is rated Caa2, three notches below
SMC's B2 CFR. Moody's consider the Caa2 rating on the preferred
stock to be more appropriate than the rating suggested by Moody's
Loss Given Default for Speculative-Grade Companies Methodology. The
preferred stock receives 100% equity treatment in Moody's
calculation of consolidated debt and leverage. Distributions on the
preferred stock are suspended since 2020 with $39.6 million of
accrued and unpaid distributions accumulated at June 30, 2024. If
distributions are resumed and the accumulated distributions are
paid, they will reduce cash flow available for debt reduction. The
company has further unrated preferred stock obligations at its
unrestricted subsidiary supported by Double E pipeline's cash
flow.
SMC's SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity. At June 30, the company had $156 million of cash and no
drawings under its ABL facility. The company was in compliance with
its financial covenants under the ABL facility as of June 30.
Summit Midstream amended its existing ABL in July to a $500 million
ABL facility maturing in 2029. The amended ABL has financial
covenants including a maximum First Lien Net Leverage Ratio of 2.5x
and minimum Interest Coverage Ratio of 2x. The Tall Oak Midstream
acquisition will require $155 million of upfront cash consideration
in addition to equity consideration, and is expected to be financed
through Summit Midstream's credit facility. Moody's expect the
company to remain in compliance with its financial covenants
through 2025.
SMC's stable outlook reflects the company's improving scale pro
forma for the announced acquisition's closing likely in the fourth
quarter of 2024, with gradually improving credit metrics likely
through 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of SMC could be considered if the company integrates the
announced acquisition and meaningfully increases scale, simplifies
its capital structure and continues to improve its financial
profile, with consolidated debt/EBITDA leverage sustained below 4x
and liquidity at least adequate. Moody's calculation of
consolidated debt includes debt raised at SMC's unrestricted
subsidiary that holds an investment in the Double E pipeline.
A rating downgrade of SMC could be considered if SMC's consolidated
debt/EBITDA leverage approaches 5x, SMC's scale reduces materially
without adequate debt reduction, or if liquidity deteriorates.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
Summit Midstream Corporation is a publicly-traded company primarily
engaged in natural gas, crude oil and produced water gathering
and/or processing in the Williston Basin, Piceance Basin, DJ Basin,
Barnett Shale and Delaware Basin.
T-MOBILE US: Egan-Jones Hikes Senior Unsecured Ratings to BB
------------------------------------------------------------
Egan-Jones Ratings Company, on September 30, 2024, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by T-Mobile US, Inc. to BB from BB-. EJR also withdrew
the rating on commercial paper issued by the Company.
Headquartered in Bellevue, Washington, T-Mobile US, Inc. is a
wireless network operator.
TEXAS REIT: To Sell Shopping Center to Peiling Wang for $10MM
-------------------------------------------------------------
Texas REIT LLC seeks permission from the U.S. Bankruptcy Court for
the Western District of Texas, Austin Division, to sell property
commonly known as 8052-8090 Westheimer Road, Houston, TX 77063,
free and clear of liens, claims, interests, and encumbrances.
The sale will be subject to higher and better offers. If the Debtor
receives any higher and better offers prior to the date set for the
hearing on the Motion, the Debtor shall sell the Real Property to
the highest bidder.
The Property for sale consists of a strip shopping center on 2.6824
acres, with a structure that contains 29,000 sq.ft., located at the
intersection of Westheimer and Old Farm Road.
The buyer, Peiling Wang, has submitted a Commercial
Contract-Improved for the Property, subject to court's approval,
for $10,000,000. The buyer is a third party who does not have any
relationship to the Debtor or its principal.
The proposed consideration of the sale includes:
1. the estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs;
2. 2% commission -- $200,000 -- to the buyer's broker;
3. the Seller will pay for a title policy, preparation of the
deed and bill of sale, one-half of any escrow fee and costs to
record any documents to cure title objections that the Seller must
cure.
The lienholders of the Property include the City of Houston,
Houston Community College System, Houston ISD, Harris County, Caz
Creek Holdings 2 LLC, FGMS Holdings LLC, Dalio Holdings I LLC, and
WCW Houston Properties LLC. According to the Debtor, the 2024 ad
valorem taxes will be pro-rated between the Estate and the
purchaser. The Real Property shall be sold subject to such taxes.
The 2023 taxes and all claims secured by assignments of tax liens
will be paid at closing, including post-petition interest and fees.
All other liens, claims, interests and encumbrances will attach to
the proceeds from the sale to the same extent, priority and
validity as existed on the petition date.
The Debtor also seeks to assume and assign these leases:
-- Blue Nile Ethiopean Restaurant
-- Domain Bar/Dental
-- Happy Teahouse
-- Houston Testosterone Club
-- Inapark, Inc.
-- Pawn TX, Inc.
-- Unfold Beauty Bar
The Debtor does not believe that there are any defaults under those
leases to be cured.
A hearing on the matter is set for October 30. Objections to the
request are due October 28.
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.
TRI-MAXX INDUSTRIES: Thomas Willson Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Thomas Willson as
Subchapter V trustee for Tri-Maxx Industries, LLC.
Mr. Willson will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Willson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Thomas R. Willson
1330 Jackson Street
Alexandria LA 71301
Phone: 318-442-8658
Email: Rocky@rockywillsonlaw.com
About Tri-Maxx Industries
Tri-Maxx Industries LLC -- https://www.trimaxxusa.com -- sought
relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. La. Case No. 24-80594) on September 27, 2024, with up
to $50,000 in assets and up to $1 million in liabilities. Rebekah
French, managing member, signed the petition.
Judge Stephen D. Wheelis handles the case.
The Debtor is represented by L. Laramie Henry, Esq.
TUPPERWARE BRANDS: Lenders Contest Bankruptcy Sale Process Efforts
------------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that a group of lenders for
Tupperware Brands Corp. has raised objections to the company's
recent proposal to seek bids, claiming that the struggling food
container manufacturer is attempting to deny secured lenders their
right to make credit bids.
According to the lenders, including Bank of America, Tupperware has
struggled to attract a bid that would fully address its debts. The
highest offer received during a bidding process in 2023 only
accounted for less than 20% of the $817 million owed under various
credit agreements, as stated in a filing on Friday, October 11,
2024, with the US Bankruptcy Court for the District of Delaware.
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
TURTUR MANAGEMENT: Carol Fox Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Carol Fox of GlassRatner
as Subchapter V trustee for Turtur Management LLC.
Ms. Fox will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Fox declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Carol Fox
GlassRatner
200 East Broward Blvd., Suite 1010
Fort Lauderdale, FL 33301
Tel: 954.859.5075
Email: cfox@brileyfin.com
About Turtur Management
Turtur Management, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-19966) on
September 27, 2024, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Judge Scott M. Grossman presides over the case.
VERTEX ENERGY: BlackRock Holds 5.2% Stake as of September 25
------------------------------------------------------------
BlackRock, Inc. disclosed in Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of September 25,
2024, in its role as the parent of the Advisory Subsidiaries in the
capacity as investment advisers to certain client accounts, held
beneficial ownership of 5,034,170 shares of Common Stock of Vertex
Energy, Inc., representing 5.2% of the shares outstanding, of which
3,728,831 shares of Common Stock are issuable upon exercise of
warrants provided for in the warrant agreements and related
amendments.
1,305,339 shares of Common Stock were acquired for an aggregate
purchase price of approximately $8.1 million and the remaining
3,728,831 shares of Common Stock that are issuable upon exercise of
the warrants referred to above were acquired in connection with the
transactions contemplated by the Loan and Security Agreement
pursuant to which the Managed Accounts provided an aggregate of
approximately $136.6 million in term loans thereunder of which
approximately $129.3 million in aggregate principal amount
(excluding payment-in-kind interest) remains outstanding. Such
acquisitions were made for investment purposes with available funds
of the applicable client accounts in the ordinary course of
business of the Advisory Subsidiaries.
The aggregate percentage of shares of Common Stock reported as
beneficially owned by BlackRock was calculated based on 93,514,346
shares of Common Stock issued and outstanding as of August 7, 2024,
as disclosed in Vertex's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2024 filed with the SEC on August
8, 2024.
The Common Stock beneficially owned by BlackRock includes Common
Stock beneficially owned by its Advisory Subsidiaries, BlackRock
Financial Management, Inc., BlackRock Investment Management, LLC,
BlackRock Fund Advisors and BlackRock Institutional Trust Company,
National Association.
A full-text copy of BlackRock's SEC Report is available at:
https://tinyurl.com/2w22cayj
About Vertex Energy
Vertex Energy, Inc., together with its subsidiaries, is an energy
transition company and marketer of refined products and renewable
fuels in Houston.
Vertex Energy filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
24-90507) on September 24, 2024, listing $772,368,000 in assets and
$642,819,000 in liabilities. The petitions were signed by R. Seth
Bullock as chief restructuring officer.
Judge Christopher M. Lopez oversees the case.
Jason G. Cohen, Esq., at Bracewell, LLP represents the Debtors as
counsel.
VICTORIA EDWARD: Gets Interim OK to Use Cash Collateral
-------------------------------------------------------
Victoria Edward Spa & Wellness Center, LLC received interim
approval from the U.S. Bankruptcy Court for the Middle District of
Florida to use the cash collateral of its secured lender, Midwest
Regional Bank.
Midwest holds a secured claim of $348,698 against the company. It
has interest in cash and accounts receivable generated by the
company's operations, which constitute its cash collateral.
The company can use the cash collateral to cover necessary
expenses, including payroll and operational costs. The order
restricts the company from paying pre-bankruptcy expenses or
insider payments without prior court approval.
The company must make monthly adequate protection payments of
$1,589.34 to Midwest, starting on Oct. 1. In addition, the lender
was granted a first-priority replacement lien on the company's
post-petition collateral.
The use of cash collateral may terminate upon specific events,
including the case's conversion to Chapter 7 bankruptcy or the
cessation of business operations.
The next hearing is scheduled for Nov. 20.
About Victoria Edward Spa & Wellness
Victoria Edward Spa & Wellness Center, LLC is an upscale day spa
located in Winter Springs, Fla., specializing in massage facials,
nail and hair services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02373) on August 9,
2024, with $217,172 in assets and $1,319,710 in liabilities. On
August 13, 2024, the case was transferred from Jacksonville
Division to Orlando Division and was assigned a new case number
(Case No. 24-04229).
Judge Jason A. Burgess presides over the case.
Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
LLP represents the Debtor as bankruptcy counsel.
VIDEO DISPLAY: Incurs $166K Net Loss in Second Quarter
------------------------------------------------------
Video Display Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $166,000 on $1.57 million of net sales for the three months
ended Aug. 31, 2024, compared to net profit of $201,000 on $1.90
million of net sales for the three months ended Aug. 31, 2023.
For the six months ended Aug. 31, 2024, the Company reported a net
loss of $350,000 on $3.40 million of net sales, compared to a net
loss of $96,000 on $3.83 million of net sales for the same period
during the prior year.
As of Aug. 31, 2024, the Company had $3.84 million in total assets,
$4.60 million in total liabilities, and a total shareholders'
deficit of $761,000.
"The ability of the Company to continue as a going concern is
dependent upon the success of management's plans to improve
revenues, the operational effectiveness of continuing operations,
the procurement of suitable financing, or a combination of these.
The uncertainty regarding the potential success of management's
plan creates substantial doubt about the ability of the Company to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/758743/000143774924031205/vide20240831_10q.htm
About Video Display
Headquartered in Cocoa, Florida, Video Display Corporation
manufactures and distributes a wide range of display devices,
encompassing, among others, industrial, military, and simulation
display solutions. The Company is organized into the following two
interrelated divisions that have similar products and markets
served and therefore are aggregated into one reportable segment:
(i) Simulation and Training Products -- offers a wide range of
projection display systems for use in training, simulation,
military, medical, industrial applications, video walls and command
and control centers including ruggedized displays; and (ii) Cyber
Secure Products -- provides advanced TEMPEST technology and (EMSEC)
products. This business also provides various contract services
including the design and testing solutions for defense and niche
commercial uses worldwide.
Peachtree Corners, Georgia-based Hancock Askew & Co., LLP, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated July 2, 2024, citing that the
Company has historically reported net losses or breakeven results
along with reporting low levels of working capital. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
VIKING BAKED: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer-level credit rating to
U.S.-based Viking Baked Goods Acquisition Corp. (Rise Baking Co.).
S&P said, "Concurrently, we assigned 'B' issue-level ratings to its
proposed $650 million term loan B and $650 million senior secured
notes. The recovery ratings on these facilities are '3', reflecting
our expectation for a meaningful recovery (50%-70%; rounded
estimate: 50%) in the event of default.
"We assigned a 'BB-' issue-level rating to the company's proposed
$70 million super priority cash flow revolver. The recovery rating
on this facility is '1', reflecting our expectation for very high
recovery (90%-100%; rounded estimate: 95%) in the event of
default.
"The stable outlook reflects our expectation that the company will
continue to generate positive FOCF and sustain S&P Global
Ratings-adjusted leverage under 7x, despite our expectation it will
remain acquisitive.
"Our rating on Rise reflects its solid market positions in its core
categories, narrow product focus, and high leverage." Rise
specializes in premium sweet baked goods, bread products, and
toppings to in-store bakeries (ISB), food service providers, and
wholesale distributors. Baking categories are highly fragmented,
but given Rise's scale, it has leading market positions in its core
categories, including cookies, icings, muffins, cakes, and pies.
The company has grown to about $1.4 billion in reported sales in
2023 from about $350 million in 2019.
Rise has been a consolidator within the highly fragmented U.S.
baking space, completing more than 10 acquisitions since its
founding in 2013. Rise's acquisition of Dawn frozen finished
products business in 2020 and Brill Inc. in 2021 were
transformative and added approximately $800 million of sales. The
company recently completed two more acquisitions to expand into the
pies segment: Weston Pies in Dec. 2023 and Table Talk in June
2024.
Acquisitions have allowed the company to scale its business,
broaden its product offering, expand its manufacturing
capabilities, and diversify its customer base. The company's
profitability has improved since its transformational acquisitions,
which have yielded significant scale efficiencies in procurement,
manufacturing, and transportation. Rise has also strategically
exited unprofitable businesses at the acquired companies, closed
underutilized facilities, and consolidated and streamlined
production at other facilities. Nonetheless, Rise's acquisition
strategy carries the risks of cost and timing of integrations being
higher and taking longer than expected.
S&P believes Rise and its new financial sponsors will continue to
prioritize excess cash flow and debt capacity to support bolt-on or
transformative acquisitions for continued business expansion. The
company's acquisition growth strategy may prevent meaningful
deleveraging.
Rise has scale within the sweet baked goods market but high product
and channel concentration. With $1.7 billion in pro forma sales,
Rise is one of the largest participants in the fresh baked products
industry. The company has broad manufacturing and distribution
capabilities in the U.S. We believe its scale and manufacturing
footprint are competitive advantages within a highly fragmented
industry. The company's 18 product categories and national
distribution footprint allow it to be a one-stop shop for large
national retailers. Its large footprint also allows the company
shorter lead times and economies of scale for procurement,
manufacturing, and distribution. S&P also believes Rise's built-in
manufacturing redundancies makes it more resilient to disruptions,
relative to smaller competitors.
Rise offers a broad assortment of baked goods, but has
concentration in cookies, cakes, pies, and icings, which comprise
about 80% of its sales. Like its peers, Rise's customer
concentration is also high. Its top five customers, which are large
national retail accounts, represent about half of its sales. Rise
is highly exposed to changes in the ISB channel, which is currently
benefitting from consumer preference for fresh baked goods. While
S&P expects underlying demand dynamics to remain supportive,
changes in retailers' ISB strategy or consumer preferences could
hurt the company's performance given its narrow product focus.
S&P said, "We expect the company to deleverage to about 6x in
fiscal 2025. The company reported year-over-year organic net
sales growth of about 1% in the first half of fiscal 2024 (ended
June 29, 2024) due to higher volume with certain customers.
However, its S&P Global Ratings-adjusted EBITDA margin contracted
in the first half of fiscal 2024, compared to the same prior-year
period. High chocolate, cocoa, and sugar prices in 2024 hurt
profitability, partly offset by lower freight and logistics costs.
We expect the company's recent price increases to offset higher
commodity costs to restore profitability in the second half of
2024. We believe supportive ISB trends, new business wins, and the
reduction of certain one-time expenses related to recent
acquisitions and other initiatives to result in deleveraging to
about 6x in fiscal 2025."
Food commodities such as sugar, eggs, flours, oils, and dairy
comprise a large portion of the company's operating costs. Rise has
a mix of commodity pass-through pricing arrangements and
fixed-price arrangement with customers. The company seeks to
proactively reprice if needed and when there is no contracted
pass-through mechanism in place. There is generally a lag of about
60 days to implement its price increases, as the company is
required to provide advance notice to its customers.
The stable outlook reflects S&P's expectation the company will
sustain positive free operating cash flow (FOCF) and S&P Global
Ratings-adjusted leverage under 7x, despite our expectation it will
remain acquisitive.
S&P could lower its ratings on Rise if we forecast S&P
Global-Ratings adjusted leverage will increase above 7x. This could
occur if the company:
-- Adopts more aggressive financial policies, including funding
large, debt-financed acquisitions or dividends;
-- Experiences volume declines due to lower consumer demand or the
loss of key customers; or
-- Suffers operating or acquisition integration issues that cause
earnings and cash flow to deteriorate.
While unlikely over the next 12 months, S&P could raise its ratings
if we believe the company will sustain S&P Global Ratings-adjusted
leveraged below 5x. This could occur if the company:
-- Generates organic revenue growth and margin expansion; and
-- Demonstrates a commitment to maintaining S&P Global
Ratings-adjusted leverage below 5x.
WESTERN DIGITAL: Egan-Jones Hikes Senior Unsecured Ratings to B+
----------------------------------------------------------------
Egan-Jones Ratings Company, on October 4, 2024, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Western Digital Corporation to B+ from BB-. EJR also
withdrew the rating on commercial paper issued by the Company.
Headquartered in San Jose, California, Western Digital Corporation
is a global provider of solutions for the collection, storage,
management, protection and use of digital content, including audio
and video.
WILLOUGHBY EQUITIES: Starts Subchapter V Bankruptcy Process
-----------------------------------------------------------
Willoughby Equities LLC filed Chapter 11 protection in the Eastern
District of New York. According to court documents, the Debtor
reports $2,864,604 in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
About Willoughby Equities LLC
Willoughby Equities LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of
real property located at 599-601 Willoughby St. valued at $3
million.
Willoughby Equities LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44217)
on October 10, 2024. In the petition filed by Abraham Lowenstein,
as president/sole member, the Debtor reports total assets of
$3,000,000 and total liabilities of $2,864,604.
The Honorable Bankruptcy Judge Jil Mazer-Marino handles the case.
The Debtor is represented by:
Eric Snyder, Esq.
WILK AUSLANDER LLP
825 Eight Avenue
Suite 2900
New York, NY 10019
Tel: 212-981-2300
Fax: 212-752-6380
E-mail: esnyder@wilkauslander.com
WINSTON DEVELOPMENT: Files for Subchapter V Bankruptcy
------------------------------------------------------
Winston Development LLC filed Chapter 11 protection in the Eastern
District of New York. According to court filing, the Debtor reports
$2,151,708 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
October 31, 2024 at 2:00 p.m. at Telephonic Meeting: Phone 1 (877)
988-1229, Participant Code: 6493694#.
About Winston Development LLC
Winston Development LLC is part of the residential building
construction industry. The Debtor is the fee simple owner of the
real property located at 709 Montauk Highway, Amagansett, NY 11930
having an appraised value of $1.1 million.
Winston Development LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-73882)
on October 10, 2024. In the petition filed by Winston L. Mitchell,
as managing member, the Debtor reports total assets of $1,100,001
and total liabilities of $2,151,708.
The Honorable Bankruptcy Judge Louis A. Scarcella handles the
case.
The Debtor is represented by:
Mark E. Cohen, Esq.
PRYOR & MANDELUP, LLP
675 Old Country Road
Westbury, NY 11590
Tel: 516-997-0999
Fax: 516-333-7333
Email: mec@pryormandelup.com
YOUNG TRANSPORTATION: Starts Subchapter V Bankruptcy Proceeding
---------------------------------------------------------------
Young Transportation Inc. filed Chapter 11 protection in the
Northern District of Mississippi. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
About Young Transportation Inc.
Young Transportation Inc. is part of the general freight trucking
industry.
Young Transportation Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No.
24-13174) on October 11, 2024. In the petition filed by Daniel L.
Young, as president, the Debtor reports estimated assets between
$500,000 and $1 million and estimated liabilities between $1
million and $10 million.
The Honorable Bankruptcy Judge Jason D. Woodard handles the case.
The Debtor is represented by:
J. Walter Newman, IV, Esq.
NEWMAN & NEWMAN
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 948-0586
E-mail: stacyplovorn@icloud.com
[] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures
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Bailout: An Insider's Account of Bank Failures and Rescues
Author: Irvine H. Sprague
Publisher: Beard Books
Soft cover: 321 pages
List Price: $34.95
Order your personal copy at
https://ecommerce.beardbooks.com/beardbooks/bailout.html
No one is more qualified to write a work on this subject of bank
bailouts. Holding the positions of chairman or director of the
Federal Deposit Insurance Corporation (FDIC) during the 1970s and
1980s, one of Sprague's most important tasks was to close down
banks that were failing before they could cause wider damage. The
decades of the 1970s and '80s were times of high interest rates for
both depositors and borrowers. Rates for depositors at many banks
approached 10%, with rates for loans higher than that. The fierce
competition in the banking industry to offer the highest rates to
attract and keep depositors caused severe financial stress to an
unusually high number of banks. Having to pay out so much in
interest to stay competitive without taking in much greater
deposits was straining the cash and other assets of many banks. The
unprecedented high interest rates also had the effect of reducing
the number of loans banks were giving out. There were not so many
borrowers willing to take on loans with the high interest rates.
With the disruptions in their interrelated deposits and loans, many
banks began to engage in unprecedented and unfamiliar financial
activities, including investing in risky business ventures. As
well as having harmful effects on local economies, the widely
reported troubles of a number of well-known and well-respected
banks were having a harmful effect on the public's confidence in
the entire banking industry.
Sprague along with other government and private-sector leaders in
the banking and financial field realized the problems with banks of
all sizes in all parts of the country had to be dealt with
decisively. Action had to be taken to restore public confidence,
as well as prevent widespread and long-lasting damage to the U.S.
economy. Sprague's task was one of damage control largely on the
blind. The banking industry, the financial community, and the
government and the public had never faced such a large number of
bank failures at one time. The Home Loan Bank Board for the
savings-and-loans associations had allowed these institutions to
treat goodwill as an asset in an effort to shore up their
deteriorating financial situations with disastrous results for
their depositors and U.S. taxpayers. Such a desperate stratagem
only made the problems with the savings-and-loans worse. The banks
covered by the FDIC headed by Sprague were different from these
institutions. But the problems with their basic business of
deposits and loans were more or less the same. And the cause of the
problem was precisely the same: the high interest rates.
Faced with so many bank failures, Sprague and the government
officials, Congresspersons, and leaders he worked with realized
they could not deal effectively with every bank failure. So one of
their first tasks was to devise criteria for which failures they
would deal with. Their criteria formed what came to be known as
the "essentiality doctrine." This was crucial for guidance in
dealing with the banking crisis, as well as for explanation and
justification to the public for the government agency's decisions
and actions. Sprague's tale is mainly a "chronicle [of] the
evolution of the essentiality doctrine, which derives from the
statutory authority for bank bailouts." The doctrine was first used
in the bailout of the small Unity Bank of Boston and refined in the
bailouts of the Bank of the Commonwealth and First Pennsylvania
Bank. It then came into use for the multi-billion dollar bailout
of the Continental Illinois National Bank and Trust Company in the
early 1980s. Continental's failure came about almost overnight by
the "lightening-fast removal of large deposits from around the
world by electronic transfer." This was another of the
unprecedented causes for the bank failures Sprague had to deal with
in the new, high-interest, world of banking in the '70s and '80s.
The main part of the book is how the essentiality doctrine was
applied in the case of each of these four banks, with the
especially high-stakes bailout of Continental having a section of
its own.
Although stability and reliability have returned to the banking
industry with the return of modest and low interest rates in
following decades, Sprague's recounting of the momentous activities
for damage control of bank failures for whatever reasons still
holds lessons for today. For bank failures inevitably occur in any
economic conditions; and in dealing with these promptly and
effectively in the ways pioneered by Sprague, the unfavorable
economic effects will be contained, and public confidence in the
banking system maintained.
As chairman or director of the FDIC for more than 11 years, Irvine
H. Sprague (1921-2004) handled 374 bank failures. He was a special
assistant to President Johnson, and has worked on economic issues
with other high government officials.
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