/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241021.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 21, 2024, Vol. 28, No. 294 Headlines 11 WEBBER HOLDINGS: Voluntary Chapter 11 Case Summary 12892 MIZNER: Claims to be Paid From Rental Income 17 LOCUST: Case Summary & Six Unsecured Creditors 210 SPRINGDALE: Unsecureds to be Paid in Full in Plan 5 F PROPERTIES: Seeks to Hire Packard Lapray as Bankruptcy Counsel ACADEMIR CHARTER: Moody's Rates Series 2024A/B Revenue Bonds 'Ba2' ACT HOSPITALITY: Asset Sale Proceeds to Fund Plan Payments AGILITY TRADE: Hires David Freydin P.C. as Bankruptcy Counsel AIO US: Committee Taps Houlihan Lokey Capital as Investment Banker AIT WORLDWIDE: Moody's Rates New First Lien Bank Loans 'B2' ALLTECH INC: Moody's Rates New Secured First Lien Loans 'B3' ALLTECH INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ALRACHID LLC: Unsecureds Will Get 51% of Clains in Plan ALTA EQUIPMENT: Moody's Alters Outlook on 'B2' CFR to Negative AMBRI INC: Unsecureds Will Get 7% of Claims in Liquidating Plan AMC NETWORKS: Moody's Lowers CFR to B2 & Alters Outlook to Stable ARC MANAGEMENT: Plan Exclusivity Period Extended to Nov. 1 ARGENTARIA REAL: Seeks Approval to Hire Hilco Real Estate as Agent ARTS BUSINESS: Seeks to Extend Plan Exclusivity to Oct. 30 ATLAS CC: Moody's Cuts CFR to 'Caa2', Outlook Stable AUDACY INC: Completes Financial Restructuring, Reduces Debt by 80% BASIC FUN: Unsecured Creditors Will Get 100% of Claims in Plan BEACH HOUSE: Case Summary & 20 Largest Unsecured Creditors BEELAND PROPERTIES: Claims to be Paid from Property Sale/Refinance BIG LOTS: Liechtensteinische Landesbank No Longer Holds Shares BIOLINERX LTD: All Proposals Passed at Annual General Meeting BONITA SOL: Case Summary & Three Unsecured Creditors BRIDGETOPIA LLC: Seeks Approval to Hire Spain & Gillon as Counsel BROUDY GROUP: Voluntary Chapter 11 Case Summary CAPROCK MILLING: Seeks to Hire Rosen Systems Inc. as Auctioneer CHARLES COUNTY NURSING: Case Summary & 20 Top Unsecured Creditors CIBUS INC: Names Cornelis Broos as Interim Chief Financial Officer CLINE DESIGN: Unsecureds Will Get 15% of Claims over 60 Months CMG MEDIA: S&P Lowers ICR to 'CC' on Announced Debt Restructuring COMMERCIAL FURNITURE: Voluntary Chapter 11 Case Summary COSTA SHIPPING: Claims to be Paid From Available Cash and Income CPI HOLDCO: Moody's Lowers CFR & Senior Secured Debt to Ba3 CROSS FINANCIAL: S&P Affirms 'B' Issuer Credit Rating CTF CHICAGO: Case Summary & Four Unsecured Creditors CUSTOM HOLDINGS: Case Summary & Three Unsecured Creditors CYTOSORBENTS CORP: Launches $20M At-the-Market Equity Offering D.I.P. FOUNDATION: Hires Mickler & Mickler LLP as Attorney DENALI CONSTRUCTION: Gets Interim OK to Use Cash Collateral DIEBOLD NIXDORF: Moody's Raises CFR to 'B3', Outlook Positive EMERGENT FIDELITY: Court OKs Multi-Million FTX Estate Settlement EMG UTICA: Fitch Assigns 'BB-' First-Time LT IDR, Outlook Stable FAMILY OF CARE: Case Summary & Eight Unsecured Creditors FITZGERALD HILL: Trustee Taps Beacon Law Group LLC as Counsel FLEET SERVICES: Case Summary & 20 Largest Unsecured Creditors FLEXACAR LLC: Updates Unsecured Claims Pay Details; Amends Plan FLUID MARKET: Oct. 24 Deadline Set for Panel Questionnaires FLUID TRUCK: Files for Chapter 11, Plans Sale to Kingbee Vans FORM TECHNOLOGIES: Moody's Alters Outlook on 'B3' CFR to Positive FOUR SEAS: Seeks to Hire Essex Richards as Bankruptcy Counsel GALAXY NEXT: Plan Exclusivity Period Extended to Oct. 21 GGI HOLDINGS: RSG Wins $7.85M Settlement in Gold's Gym Bankruptcy GOKADA INC: Case Summary & 20 Largest Unsecured Creditors GREAT EASTERN: Hires Cherry Bekaert Advisory as Tax Accountant GRIFFIN RESOURCES: Hires Wanger Jones Helsley as Legal Counsel GUIDED PATHS: Disposable Income to Fund Plan Payments HARVEY LANDHOLDINGS: Seeks to Hire Jones & Walden as Attorney HAWTHORNE FOOD: Case Summary & 20 Largest Unsecured Creditors HDC HOLDINGS: Oct. 21 Deadline Set for Panel Questionnaires HOLY REDEEMER: Moody's Cuts Revenue Bond Rating to B1, Outlook Neg. HOUSTON TRUCK: Hires Baker & Associates as Bankruptcy Counsel HUMANA INC: Moody's Affirms '(P)Ba1' Preferred Shelf Rating HUNT COMPANIES: Moody's Affirms 'B2' CFR, Outlook Stable IMPERIAL TOBACCO: Plans to Settle Tobacco Litigation in Canada INFINERA CORP: Stockholders Approve Merger With Nokia Corporation INSPIREMD INC: Registers 2.2M Shares for 2024 Inducement Plan INVO BIOSCIENCE: Signs $384K Cash Advance Deal With Cedar Advance IVANKOVICH FAMILY: Seeks to Extend Plan Exclusivity to December 9 JANE STREET: Moody's Rates Up to $1BB in Proposed Secured Notes Ba1 JANE STREET: S&P Assigns 'BB' Rating on Senior Secured Notes JKJC ENTERPRISE: Amends Several Secured Claims Pay Details JW'S AT THE MALLARD: Seeks 30-Day Extension of Plan Filing Deadline LEAFBUYER TECHNOLOGIES: Delays Annual Report for FY Ended June 30 LEASING TRUCK: Hires Kutchins Robbins and Diamond as Accountant LIFE TIME: Fitch Assigns 'BB+' Rating on New Term Loan LIFE TIME: Moody's Affirms 'B2' CFR & Alters Outlook to Positive LV OPPORTUNITY: Unsecured Creditors to Split $19K in Plan M & J HOME: Updates Unsecured Claims Pay; Files Amended Plan M&S OILFIELD: Unsecured Creditors to Split $23K over 5 Years MAYJAD CORP: Gets Interim OK to Use Cash Collateral Until Dec. 5 MOBIVITY HOLDINGS: Sells SMS Assets to SMS Factory MOTORS ACCEPTANCE: Hires Robert R. Lomax, LLC as Special Counsel MOTORS ACCEPTANCE: Seeks to Hire Fountain Arrington as Accountant NITRO FLUIDS: Plan Exclusivity Period Extended to December 11 NORTH EASTERN INDUSTRIES: Gets Interim OK to Use Cash Collateral NRG ENERGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable OAK LEAF: Taps David A. Colecchia and Associates as Attorney ONYX SITE: Unsecureds to Split $100K via Quarterly Payments OPTIQUS VISION: Hires Luis R. Carrasquillo as Financial Consultant ORIGINAL MOWBRAY'S: Case Summary & 20 Largest Unsecured Creditors P&L DEVELOPMENT: Fitch Puts 'CCC' IDR on Watch Positive P3 HEALTH: CFO Elliott Leif Holds 750,000 Shares via Stock Option PACKERS HOLDINGS: S&P Cuts ICR to 'CCC-' on Deteriorating Liquidity PDT INC: Unsecured Creditors Will Get 2.18% of Claims in Plan PERIMETER FOODS: Seeks to Hire Hoover Penrod as Legal Counsel PHCV4 HOMES: Seeks Approval to Hire Spain & Gillon as Counsel PIEDMONT OFFICE: S&P Downgrades ICR to 'BB+', Outlook Stable PRESPERSE CORP: Unsecured Creditors Unimpaired in Plan PRETIUM PKG: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative PROMINENCE HOMES: Seeks Approval to Hire Spain & Gillon as Counsel REYNOSO VINEYARDS: Voluntary Chapter 11 Case Summary RMLJ HOLDINGS: Unsecured Creditors Will Get 3.87% of Claims ROOFSMITH RESTORATION: Taps Roetzel & Andress as Legal Counsel ROTHMANS BENSON: Proposes CAD32.5B Settlement Plan in Tobacco Suit SAFE & GREEN: Six Proposals Approved at Annual Meeting SELECTIS HEALTH: Increases CEO Adam Desmond's Salary to $250,000 SEQUANS COMMUNICATIONS: Qualcomm Acquires 4G IoT Tech. SHIPSERV HOLDINGS: Nov. 5 Deadline Set for Submission of Share Info SILVERBILLS INC: Taps Kirby Aisner & Curley LLP as Attorney SOBR SAFE: Implements 1-for-110 Reverse Stock Split SOLCIUM SOLAR: Case Summary & 20 Largest Unsecured Creditors SS INNOVATIONS: Welcomes Tim Adams as Independent Director STEWARD HEALTH: Plan Exclusivity Period Extended to November 4 SVB FINANCIAL: Closes Sale of SVB Capital to Pinegrove Affiliates TECH GROUP: Seeks to Tap Mendez Law Offices as Bankruptcy Counsel THREE PARTRIDGE: Unsecureds Will Get 1.7 to 2.4 Cents on Dollar THREE SEAS: Seeks to Hire Essex Richards as Bankruptcy Counsel TRIDENT TPI: Moody's Rates New $1.97BB First Lien Loan 'B2' TRINSEO PLC: Implements Restructuring for Growth and Profitability TRUE VALUE: Oct. 22 Deadline Set for Panel Questionnaires TTW TRANSPORT: Unsecureds Owed $592 to Get Liquidation Proceeds VENUS CONCEPT: Madryn Asset, 3 Others Hold 20% Equity Stake VENUS CONCEPT: SEDCO Capital, 4 Others Report Stakes VERRICA PHARMACEUTICALS: Cuts Workforce, Expects $1-Mil. in Costs VERTEX ENERGY: Common Shares Suspended by Nasdaq VERTEX ENERGY: CrowdOut Entities Disclose 0.2% Stake VERTEX ENERGY: Highbridge Capital Discloses 1.2% Stake VERTEX ENERGY: Jennifer Straumins Discloses 0.2% Stake VERTEX ENERGY: Secures $80-Mil. DIP Financing VERTEX ENERGY: Whitebox Advisors Discloses 1.5% Stake VG IMPERIAL: Gets Interim OK to Use Cash Collateral Until Dec. 1 VIASAT INC: Closes Offering of $1.975-Bil. of Senior Secured Notes VOLITIONRX LTD: Appoints Dr. Ethel Rubin as Independent Director VPR LLC: Future Income to Fund Plan Payments VUZIX CORP: Registers 15.4-Mil. Common Shares for Resale by Quanta VYAIRE MEDICAL: Plan Exclusivity Period Extended to Jan. 6, 2025 WINDTREE THERAPEUTICS: Appoints Jamie McAndrew as Senior VP and CFO WISA TECHNOLOGIES: Extends Warrants Inducement Period to Oct. 31 WOMEN'S CARE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable YESENIA GARCIA: Gets Interim OK to Use Cash Collateral ZW DATA: Implements 1-for-4 Reverse Stock Split [*] ABI Announces 2024 "40 Under 40" Insolvency Emerging Leaders ********* 11 WEBBER HOLDINGS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: 11 Webber Holdings, LLC 216 Long Sands Road York, ME 03909 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: October 17, 2024 Court: United States Bankruptcy Court District of Maine Case No.: 24-20212 Judge: Hon. Michael A Fagone Debtor's Counsel: David C. Johnson, Esq. MARCUS CLEGG 16 Middle Street Unit 501A Portland, ME 04101 Tel: (207) 828-8000 Email: bankruptcy@marcusclegg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Taylor Perkins as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZDKPCGI/11_Webber_Holdings_LLC__mebke-24-20212__0001.0.pdf?mcid=tGE4TAMA 12892 MIZNER: Claims to be Paid From Rental Income -------------------------------------------------- 12892 Mizner Way LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Subchapter V Plan of Reorganization dated September 9, 2024. The Debtor was incorporated on June 13, 2019 as a Delaware limited liability company by Michael A. Clinton. The Debtor acquired its interest in the single-family residence located at 12892 Mizner Way, Wellington, Florida 33414 (the "Property") on or about October 31, 2019. The Property is subject to a first, priority mortgage in favor of US Bank. The Debtor defaulted on the loan on or about October 1, 2020. Consequently, on November 14, 2022, US Bank commenced a foreclosure action in the Circuit Court of Palm Beach County, Florida. See US Bank Trust v. 12892 Mizner Way LLC., et al., Case No. 50-2022-CA-011214 (the "Foreclosure Action"). Creditors will receive payment from the Debtor from the cash flow of the Debtor's operations for a period of up to six months after the Effective Date of the Plan. This Plan provides for one class of administrative expense claims, three classes of secured claims and one class of non-priority unsecured claims and one class of equity security holders. Non priority unsecured creditors holding allowed claims will receive monthly distributions. The total of claims whose claims include claims for which a proof of claim had to be filed and those schedules as undisputed is $4,543,555.93. Class 6 consists of Unsecured Creditors. The Class 6 claims consist of two scheduled claims totaling $23,868.49. In the event that US Bank rejects the Debtor's Plan, the Class 6 claim will also include the unsecured claim of US Bank. In the event that US Bank accepts the Plan, the Debtor will pay the unsecured claims in equal monthly distributions over a period of 12 months from the Effective Date in full. In the event US Bank rejects the Plan, the Debtor will pay unsecured creditors monthly payments commencing on the Effective Date of the date from the disposable income from the Debtor's rental of the Property over a period of 36 months from the Effective Date of the Plan on a pro rata basis in proportion to each unsecured creditors claim. If the plan is confirmed on a nonconsensual basis, the Debtor will make all such payments in accordance with Section 6. The means necessary for the implementation of this Plan include the Debtor's cash flow from the rental of the Property. The Debtor's financial projections show that the Debtor will have sufficient cash over the life of the Plan to make the required Plan payments and operate its business. A full-text copy of the Subchapter V Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=2lgyag from PacerMonitor.com at no charge. About 12892 Mizner Way LLC 12892 Mizner Way LLC sought relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15763) on June 10, 2024. In the petition signed by Menachem Muskal, as manager, the Debtor estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Erik P. Kimball oversees the case. The Debtor is represented by: Nicholas B. Bangos, Esq. NICHOLAS B. BANGOS, PA 2560 RCA Blvd., Suite 114 Palm Beach Gardens, FL 33410 Tel: 561-781-0202 Email: nick@nbbpa.com 17 LOCUST: Case Summary & Six Unsecured Creditors ------------------------------------------------- Debtor: 17 Locust LLC 10675 Perry Highway Box 412 Wexford, PA 15090 Business Description: 17 Locust LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: October 17, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-73988 Judge: Hon. Louis A Scarcella Debtor's Counsel: Joseph S. Maniscalco, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: 516-826-6500 Email: jsm@lhmlawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gloria C. Potter, president of Acres & Heirs Dev. Corp., as Member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VCAQA6Y/17_Locust_LLC__nyebke-24-73988__0001.0.pdf?mcid=tGE4TAMA 210 SPRINGDALE: Unsecureds to be Paid in Full in Plan ----------------------------------------------------- 210 Springdale EO LLC filed with the U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement describing Plan of Reorganization dated September 9, 2024. The Debtor's sole asset is the real property and improvements thereon located at 210 Springdale Avenue in East Orange, New Jersey (the "Property"). The Property is a 17-unit mixed residential and commercial tenanted building. Thomas J. Caleca is the sole member of PL MM ROC LLC, which in turn is the managing member of the Debtor. In such capacity, Mr. Caleca has continued to manage the Debtor during the bankruptcy. This is a Plan of Reorganization. In other words, the Proponent seeks to make payments under the Plan by funding payments through a cash infusion as well as continued operations. Class 3 consists of general unsecured claims. Claimants in this Class shall receive a pro rata quarterly distribution of $10,000 until such Claims are paid in full, without interest. The allowed unsecured claims total $110,000. This Class is impaired. The Plan will be effectuated by an infusion of cash from the one or more entities owned by Thomas Caleca, who is the sole member of the Debtor's managing member, including, 31 Beech EO Proud LLC, in such amount necessary to treat secured claims as provided. It is anticipated that the Debtor will receive approximately $225,000 from 31 Beech EO Proud LLC upon the sale of such entities assets, which amount will be used to fund the Plan. Following the initial funding at the effective date, the Debtor shall perform under its reinstated mortgage loan documents, and service the debt thereunder, from the proceeds and rents from the Property. A full-text copy of the Disclosure Statement dated September 9, 2024 is available at https://urlcurt.com/u?l=4C1sqL from PacerMonitor.com at no charge. Attorneys for the Debtor: Douglas J. McGill, Esq. Michael J. Reynolds, Esq. WEBER MCGILL LLC 760 Route 10, Suite 104 Whippany, NJ 07981 Phone: (973) 739-9559 Email: dmcgill@webbermcgill.com About 210 Springdale EO LLC 210 Springdale EO LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 210 Springdale EO LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-15881) on June 11, 2024. In the petition signed by Thomas J. Caleca, on behalf of Managing Member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Douglas J. McGill, Esq. at WEBBER McGILL LLC. 5 F PROPERTIES: Seeks to Hire Packard Lapray as Bankruptcy Counsel ------------------------------------------------------------------ 5 F Properties LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Packard Lapray to handle its Chapter 11 case. The firm will be paid at the rate of $395 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Wade N Kelly, Esq. Packard LaPray 1827 Ryan Street Lake Charles, LA 70601 Tel: (337) 419-2236 Email: staff@packardlaw.com About 5 F Properties LLC 5 F Properties LLC is primarily engaged in renting and leasing real estate properties. 5 F Properties LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 24-20471) on Oct. 8, 2024. In the petition filed by Rhett Fontenot, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge John W. Kolwe oversees the case. The Debtor is represented by Wade N. Kelly, Esq. at WADE N KELLY, LLC. ACADEMIR CHARTER: Moody's Rates Series 2024A/B Revenue Bonds 'Ba2' ------------------------------------------------------------------ Moody's Ratings has assigned an initial Ba2 rating and stable outlook to the obligated group schools AcadeMir Charter Schools Inc, FL D/B/A Math and Science and Middle Math and Science's $21.3 million Educational Facilities Revenue and Revenue Refunding Bonds (AcadeMir Charter Schools, Inc. Project), Series 2024A and $905,000 Taxable Educational Facilities Revenue and Revenue Refunding Bonds (AcadeMir Charter Schools, Inc. Project), Series 2024B. Upon issuance of the bonds, the school will have $22.2 million in debt outstanding. The outlook is stable The Ba2 rating reflects the schools' highly leveraged balance sheet and modest liquidity, balanced by an experienced management team and affiliation with the 4,000 student AcadeMir Charter School network. RATINGS RATIONALE The Ba2 rating for the obligated group schools reflects a balance of credit factors underscoring the schools' fair credit quality. The rating is supported by a healthy pro forma maximum annual debt service coverage of 1.38x. Favorably, enrollment growth is not required to achieve pro forma coverage. Further, given expectation of some one time revenue, the schools' cash position will improve over the next year, with current days cash on hand of 74 days expected to improve to 100 days. Overall leverage is outsized relative to both cash and operations. Current cash reserves are just 7% of pro forma debt, and the total pro forma debt to operating revenue is an elevated 2.57x. The schools benefit from a strong operational and capital funding environment and supportive and experienced authorizer, as well as experienced management team, strong branding, and strategic positioning within the nearly 4,000-student AcadeMir network. The rating incorporates leadership's role in governance and key person risk due to reliance on key individuals including the founders of the school and a majority of founding board members. RATING OUTLOOK The stable outlook incorporates expected growth in liquidity and debt service coverage in the range of 1.3x. The outlook also reflects an expectation of the schools meeting full enrollment targets and improving academic outcomes over the next two years. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Trend of improved liquidity over 100 days and debt service coverage exceeding projections -- Reduced balance sheet leverage to over 15% cash to debt -- Full enrollment, improved demand trend, and increased standardized test scores. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Weakening debt service coverage or material decline in liquidity -- Increased leverage at the schools, borrower, or other schools in the network that increases network leverage or reduces operating flexibility -- Declining enrollment or weakened academic performance -- Evidence that management and governance risks are negatively impacting the reputation, enrollment, or operations of the school LEGAL SECURITY The bonds are backed by revenues from the obligated schools and any other public charter schools owned by the Borrower using facilities that are financed or refinanced with the proceeds of the series 2024 bonds.The security includes a first priority lien on these facilities. The bond covenants include the schools on an aggregate basis must have a debt service coverage requirement of 1.1x as of June 30, 2025, a liquidity test of 60 days cash on hand to be measured starting June 30, 2025. If the coverage and liquidity covenants are not met the school is required to hire a management consultant to review and make recommendations as to the operation and administration of the school. USE OF PROCEEDS The current issuance will be used to refinance debt to acquire facilities and transferring escrowed proceeds for modular facility construction, expanding enrollment from 600 to 725 students. It also covers capitalized interest and contributes to the Debt Service Reserve Fund, and includes the cost of issuance. PROFILE AcadeMir Charter Schools Inc D/B/A AcadeMir Charter School of Math and Science (K-5) & AcadeMir Middle School of Math and Science (6-8) are co-located. The schools operate under separate charter authorization with Maimi-Dade School District. Additionally, total campus enrollment for fall 2024 was 591 students with the school expected to reach full capacity of 725 students next year. AcadeMir Charter Schools, Inc. was incorporated in 2008. AcadeMir Charter Schools, Inc. currently operates 10 schools all of which use D/B/A nomenclature. The network does not yet produce a consolidated audit for all the schools each charter entity produces its own standalone audit. AcadeMir Charters Schools, Inc. has plans to open three additional charter schools over the next several years planning to add capacity for 4,300 additional students to the current enrollment of the networks of 3,921 students. Enrollment capacity is planned to increase to 8,000 students by 2028. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. ACT HOSPITALITY: Asset Sale Proceeds to Fund Plan Payments ---------------------------------------------------------- ACT Hospitality, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts a Plan of Liquidation and Disclosure Statement dated September 9, 2024. The Debtor operates a 250-seat sports bar and restaurant at 391 East Central St Unit #5 Franklin, Massachusetts. The Debtor purchased the assets of the restaurant, including a Town of Franklin all alcohol seven-day liquor license, and the furniture, fixture and equipment, in or about August 2022. After an unexpectedly difficult and expensive renovation, the Debtor opened the restaurant under the trade name Box Seats. The Debtor's principal, A. Charles Tgibedes also operates another Box Seats location in North Attleboro. The North Attleboro location is owned by CT & JJ Inc. Mr. Tgibedes is the sole shareholder of both the Debtor and CT & JJ Inc. Box Seats serves New American fare with extensive gluten-free options on its menu. The Debtor and CT & JJ Inc. each filed for bankruptcy protection on June 11, 2024 to restore their cash flow and restructure their debts. Initially, the two cases were jointly administered. However, only about a week after the case filing, a fire at the Debtor's location damaged its exhaust system and caused the restaurant to stop operating. The restaurant remains closed. After the fire, the Debtor determined that the best way to maximize value for creditors is to sell the restaurant as a (nearly) going-concern. The Debtor has interviewed brokers and chosen an agency, Northeast Restaurant Group, to serve as broker for the estate, subject to court approval. An application to employ the broker will be filed forthwith. The first interested parties were shown the location and Assets. The Debtor's assets consist of the furniture, fixtures and equipment typical of a restaurant/bar, including tables and booths, televisions and a sound system, dishes, flatware, appliances, etc. The Debtor estimates that its tangible personal property is worth approximately $35,050. The Debtor also has $84,908.20 in received and anticipated insurance proceeds for repair of the hood system, and business interruption coverage. Finally, the Debtor has a Town of Franklin all alcohol 7-day liquor license. The Debtor recently learned that there are several such licenses available from the town, so the license does not have any market value. In addition, the Debtor is the lessee of the Lease for the space at 391 East Central St Unit 5 Franklin, MA 02038 with an option to extend the lease through August 31, 2034. The Debtor believes the lease is at market rate and does not have any separate liquidation value. As shown on the liquidation analysis, the value of the Debtor's assets at liquidation is approximately $120,000, before accounting for the costs of sale. The Debtor's Plan is a plan of liquidation. The Debtor will market its restaurant as a going-concern and use the Net Sale Proceeds to pay creditors in accordance with the priorities of the Bankruptcy Code. The Debtor also has insurance claims related to the recent casualty at the restaurant. The Debtor will use these funds to cure any monetary breaches under its Lease so that it can be assigned to the purchaser of the Assets. Any remaining funds will be contributed to the Plan. The Debtor anticipates that the Net Sale Proceeds and the insurance proceeds combined will result in payment of all Administrative Claims, Priority Tax Claims, Priority Wage Claims (if any), and will provide some distribution to General Unsecured Creditors. Class Six consists of the Allowed General Unsecured Claims against the Debtor. In full and complete satisfaction, settlement, release and discharge of all Class Six claims, each holder of an Allowed Class Six claim shall receive a pro rata distribution of the remaining Net Sale Proceeds and any other funds in the estate, if any, after payment of all Allowed Secured Claims, Administrative Claims, and Priority Claims. The claims of the General Unsecured Creditors are impaired under the Plan. The Plan will be funded from a sale of substantially all of the Debtor's Assets, including but not limited to all furniture, fixtures, and equipment, the Debtor's Town of Franklin all alcohol seven-day liquor license, all goodwill and intellectual property, and an assignment of the Debtor's lease for the premises at 391 East Central Street, Unit 5, Franklin, MA. In addition, any funds remaining in the estate from the Debtor's insurance claims, from recoveries from Avoidance Actions, if any, or from any other sources, shall also be contributed to the Plan. A full-text copy of the Liquidating Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=23lfDm from PacerMonitor.com at no charge. Counsel to the Debtor: Kate E. Nicholson, Esq. Nicholson Devine LLC 21 Bishop Allen Drive Cambridge, MA 02139 Phone: (857) 600-0508 Email: kate@nicholsondevine.com About ACT Hospitality ACT Hospitality, Inc., doing business as Box Seats, is a sports-themed family restaurant and neighborhood bar, serving all food and drinks in a relaxed, casual setting. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-40604) on June 11, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. A. Charles Tgibedes, president, signed the petition. Kate E. Nicholson, Esq., at Nicholson Devine, LLC represents the Debtor as legal counsel. AGILITY TRADE: Hires David Freydin P.C. as Bankruptcy Counsel ------------------------------------------------------------- Agility Trade LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Law Offices of David Freydin, P.C. as its bankruptcy counsel. The firm's services include: (a) negotiate with creditors; (b) prepare a plan and financial statements; and (c) examine and resolve claims filed against the estate. The firm will be paid at these hourly rates: David Freydin, Attorney $350 Jan Michael Hulstedt, Attorney $325 Derek Lofland, Attorney $325 Jeremy Nevel, Attorney $325 Mr. Freydin disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Freydin, Esq. Law Offices of David Freydin 8707 Skokie Blvd., Suite 312 Skokie, IL 60077 Telephone: (847) 972-6157 Facsimile: (866) 897-7577 Email: david.freydin@freydinlaw.com About Agility Trade LLC Agility Trade LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-13939) on September 20, 2024, listing $542,600 in assets and $1,439,549 in liabilities. The petition was signed by Pavlin Panev as president. Judge Deborah L Thorne oversees the case. David Freydin, Esq. at LAW OFFICES OF DAVID FREYDIN represents the Debtor as counsel. AIO US: Committee Taps Houlihan Lokey Capital as Investment Banker ------------------------------------------------------------------ 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 Houlihan Lokey Capital, Inc. as its investment banker. The firm's services include: a) preparing financial analyses relating to the Cases, the Debtors and non-debtor affiliates; b) supporting the Committee and its advisors in litigation efforts relating to the Debtors and non-debtor affiliates, including preparation of Committee witnesses, review of discovery documents, attending court hearings, depositions, and other meetings, and litigation support; c) providing testimony in court on behalf of the Committee, if necessary; d) analyzing business plans and forecasts of the Debtors; e) evaluating the assets and liabilities of the Debtors; f) evaluating the Debtors' debt capacity in light of its projected cash flows with respect to debtor-in-possession financing as well as identifying potential alternative sources of liquidity in connection with any debtor-in-possession financing; g) assessing the financial issues and options concerning (i) the sale of the Debtors, either in whole or in part, and (ii) the Debtors' Chapter 11 plan(s) of reorganization or liquidation or any other Chapter 11 plan(s); h) assisting in identifying potential buyers in connection with the sale of the Debtors, either in whole or in part; i) assisting in the evaluation of a potential settlement; j) providing such financial analyses as the Committee may require in connection with the Cases; k) analyzing strategic alternatives available to the Debtors; l) evaluating the Debtors' and their affiliates capacity to pay; m) assisting the Committee in identifying potential alternative sources of liquidity in connection with any debtor-in-possession financing, any Chapter 11 plan(s) or otherwise; n) representing the Committee in negotiations with the Debtors and third parties with respect to any of the foregoing; and o) providing such other financial advisory and investment banking services as may be agreed upon by Houlihan Lokey and the Committee, subject to Bankruptcy Court approval and in coordination with Province, LLC to ensure that there is not duplication of such services to be provided to the Committee. The firm will be compensated as follows: a) Monthly Fees: Houlihan Lokey shall be paid in advance a nonrefundable monthly cash fee of $150,000 ("Monthly Fee"). The first payment shall be made upon the approval of the Engagement Agreement by the Bankruptcy Court and shall be in respect of the period as from the Effective Date through the month in which payment is made. Thereafter, payment of the Monthly Fee shall be made on every monthly anniversary of the Effective Date during the term of the Engagement Agreement. Each Monthly Fee shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement and performing services; b) Sale Fee: Upon the closing of any Sale Transaction, the Debtors shall pay Houlihan Lokey a fee (the "Sale Fee") to be paid in cash of $1,000,000. Notwithstanding anything to the contrary herein, no more than one Sale Fee shall be payable. c) Deferred Fee: The Debtors shall pay Houlihan Lokey a fee (the "Deferred Fee") to be paid in cash of $3,250,000. The Deferred Fee shall be earned and payable upon the confirmation of a Chapter 11 plan of reorganization or liquidation with respect to the Debtors (an "Approved Plan"), and shall be paid on the effective date of such Approved Plan. In the event that both a Sale Fee and a Deferred Fee have been earned, 100 percent of the Sale Fee timely received by Houlihan Lokey and approved by the final order of the Bankruptcy Court shall be credited against the Deferred Fee to which Houlihan Lokey becomes entitled (it being understood and agreed that no Sale Fee shall be credited more than once), except that, in no event, shall such Deferred Fee be reduced below zero; and d) Termination Fee: In addition to the other fees provided for, the Debtors shall pay Houlihan Lokey a fee (the "Termination Fee") in cash of $1,000,000 in the event that the Cases are dismissed, with or without the consent of the Debtors and without objection from the Committee, prior to either the consummation of a Chapter 11 plan of reorganization or liquidation with respect to the Debtors. Saul E. Burian, a managing director at Houlihan Lokey Capital, 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: Saul Burian Houlihan Lokey Capital, Inc. 10250 Constellation Blvd., Ste. 500 Los Angeles, CA 90067 Telephone: (310) 553-8871 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. AIT WORLDWIDE: Moody's Rates New First Lien Bank Loans 'B2' ----------------------------------------------------------- Moody's Ratings affirmed AIT Worldwide Logistics Holdings, Inc.'s (AIT) corporate family rating at B2 and probability of default rating at B2-PD. At the same time, Moody's assigned a B2 rating to AIT's proposed senior secured first lien bank credit facilities, which include an upsized term loan and revolver that are to be extended. Moody's also affirmed the B1 rating on AIT's existing senior secured first lien bank credit facilities and will withdraw that rating following close of AIT's proposed transaction. The outlook is stable. AIT is seeking to issue a $320 million fungible incremental senior secured first lien term loan to repay its $125 million second lien term loan, repay debt tied to the acquisition of Global Transport Solutions and partially fund a tuck-in acquisition. In addition, AIT plans to extend the maturities of its first lien credit facilities by at least two years, with the term loan extended to April 2030 and revolving credit facility extended to October 2029. Overall, Moody's view the transaction to be leverage neutral. Following the transaction, AIT's debt structure will consist solely of first lien term debt of about $1 billion, and therefore, the first lien debt rating is in line with the company's CFR. The affirmation of AIT's B2 CFR reflects Moody's expectation that AIT will continue to navigate through a challenging freight environment. Moody's expect the company will improve shipment volumes while maintaining a robust EBITDA margin reflective of its niche freight forwarding capabilities. In addition, Moody's expect the company to continue a measured approach to acquisitions as it expands its geographic reach. RATINGS RATIONALE AIT's B2 CFR reflects the company's good scale within the competitive third party logistics market, moderately high financial leverage and adequate liquidity. Given its exposure to cyclical freight markets, AIT's operating performance has experienced sizable swings over the past few years. During 2024, AIT has demonstrated improving shipment volumes, but Moody's expect AIT's net revenue and earnings to only modestly increase pro forma for recent acquisitions made over the past year. AIT has been acquisitive over the past year as it expands geographically, particularly in Europe, and adds new service capabilities and end market verticals. The company partly financed its acquisitions with cash, which has helped maintain debt/LTM EBITDA below 6x on a pro forma basis at the end of June 2024. Moody's expect debt/EBITDA to be about 5.5x at the end of 2024 before improving closer to 5x in 2025. The stable outlook reflects Moody's expectation that AIT will see improving shipment volumes while maintaining a good EBITDA margin. Moody's expect AIT to maintain adequate liquidity supported by a solid cash position and full availability under its $80 million revolving credit facility. AIT's free cash flow is exposed to volatile swings in working capital. During periods of increasing volumes and transportation rates, AIT may experience large working capital usage as it secures transportation capacity for its customers. Moody's expect AIT's free cash flow to be slightly negative to breakeven in 2024 with good free cash flow towards the end of the year partially offsetting working capital outflows during the first half. In 2025, Moody's expect the company to generate free cash flow of at least 4% of total debt as earnings improve and working capital needs moderate. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if AIT sustains strong operating performance through freight cycles and demonstrates more conservative financial policies. Debt/EBITDA being sustained near 4.5x with free cash flow to debt approaching 10% could also support an upgrade. The ratings could be downgraded if operating performance deteriorates, perhaps due to a loss of customers or from weak execution. Ratings could also be downgraded if AIT sustains debt/EBITDA in excess of 6x. Further, the ratings could be downgraded if liquidity weakens and availability on its revolving credit facility is materially reduced. The principal methodology used in these ratings was Surface Transportation and Logistics published in December 2021. AIT Worldwide Logistics Holdings, Inc., based in Chicago, IL, is a global third party logistics company providing end-to-end supply chain services. These include air and ocean freight forwarding, expedited ground, truck brokerage, residential delivery, customs brokerage and other value-added logistics services. The company was acquired by The Jordan Company in early 2021. Gross revenue for the last twelve months ended June 30, 2024 was approximately $1.9 billion (about $2.1 billion pro forma for acquisitions). ALLTECH INC: Moody's Rates New Secured First Lien Loans 'B3' ------------------------------------------------------------ Moody's Ratings assigned B3 ratings to Alltech, Inc.'s proposed new backed senior secured first lien credit facility instruments consisting of a 5-year $250 million revolving credit facility, a 5-year $200 million term loan A due 2029, and a $300 million term loan B due 2028. Moody's affirmed Alltech's B3 Corporate Family Rating and its B3-PD Probability of Default Rating. In addition, Moody's also affirmed the B3 rating on the company's existing $305 million senior secured first lien revolving credit facilities expiring October 2026 and the B3 rating on the existing senior secured first lien term loans. The outlook remains stable. Alltech plans to utilize the proceeds from the proposed first lien debt offerings in conjunction with the issuance of a $100 million second lien term loan due October 2031 and $420 million of new preferred capital issued by AWW Holdings, Inc. ("AWW Holdings" or 'the parent company') to refinance existing debt and redeem certain equity instruments. Specifically, Alltech plans to repay outstanding borrowings under the existing revolver, repay the outstanding $377 million first lien term loan A due October 2026, redeem $317 million of preferred capital issued by AWW Holdings and warrants, and pay fees and expense related to the transaction. A portion of the existing preferred stock will concurrently be rolled into the new AWW Holdings preferred stock. The transaction is credit negative because it will increase debt to fund the redemption of equity instruments, raising leverage and cash interest expense. Moody's nevertheless affirmed the existing ratings including the B3 CFR because Moody's expect Alltech's credit metrics to improve after the recapitalization, with Moody's adjusted debt to EBTIDA declining to 5x by the end of fiscal 2025 from 5.5x as of June 2024 pro-forma for the recapitalization. In the first six months of fiscal 2024, Alltech generated a 70% year over year improvement in EBITDA, driven by volume growth and EBITDA margin expansion. Lower raw material costs and an improvement in product mix helped to drive a gross margin improvement of over 400 basis points in the first half of fiscal 2024. Moody's believe performance improvement will continue for the remainder of fiscal 2024 and into fiscal 2025 driven by volume stabilization, price increases and the company's efficiency initiatives. Moody's expect to withdrawal the ratings on the existing revolving credit facilities and term loan A if the instruments are retired as anticipated as part of the transaction. The proposed term loan B will be a standalone tranche with the same October 2028 maturity as the existing term loan B, which had a $389 million principal balance as of June 2024. RATINGS RATIONALE Alltech's B3 CFR reflects the company's leading position in the highly specialized and fragmented animal feed specialty ingredients industry, very strong customer and geographic diversification, and adequate liquidity. Offsetting these factors is the company's low free cash flow and high financial leverage with Moody's adjusted debt/EBITDA of 5.5x as of the 12 months ended June 30, 2024 (incorporating Moody's standard adjustments and pro forma for the proposed recapitalization). Additionally, the company is exposed to protein and agriculture industry cycles that translates to volatility in customer demand, earnings and free cash flow. The proposed preferred stock has a high dividend component that is payable in kind (PIK) or cash at the company's option, and a redemption right at the holder's option after six years that if not met would allow the holder to request a sale of the company. The high PIK accretion rate leads to an increasingly meaningful amount of equity capital ahead of the Lyons family equity. Alternatively, the cash dividend would consume a meaningful amount of cash that could otherwise be used for reinvestment or to repay debt. These features create an incentive to redeem the preferred stock that leads to event risk and potential for leveraging transactions. Alltech's science based proprietary technology allows the company to provide unique sustainable feed solutions for farmers. The company does not sell anti-biotic medicated specialty feed ingredients and is one of the largest non-pharmaceutical animal health companies in the world. As such, current societal trends of improved animal welfare and reduced environmental impact are a strong tailwind. Offsetting this tailwind is the company's susceptibility to end market farmer conditions. In a weak economic environment for farmers, the company could see a decline in revenues and EBITDA because its customers may forego or reduce the use of Alltech's higher margin specialty ingredients products. Alltech's specialty ingredients business represents approximately 37% of its overall revenues and 60% of its EBITDA. Considering the large portion of Alltech's EBITDA that is derived from the specialty ingredients business, an economic downtown for farmers could have a negative impact on the company's revenue, cash flow and credit metrics. Moody's expect Alltech to operate with adequate liquidity based on a cash balance of $58 million as of September 2024, o Moody's projection of $10 million to $20 million in free cash flow in the next 12 months, approximately $193 million of availability (pro-forma for the transaction) on the new $250 million revolver expiring in 2029, and no meaningful debt maturities through 2028. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Alltech will begin to restore positive revenue growth in low single digit range, maintain good cost discipline, apply free cash flow to debt reduction, and consistently generate annual positive free cash flow of at least $10 million. The stable outlook also reflects Moody's view that event risk related to redeeming the preferred stock or acquisitions will likely keep leverage elevated even if the company's earnings improve. The ratings could be upgraded if the company increases product volumes, revenue and earnings, generates sustained and comfortably positive free cash flow, maintains good liquidity, and reduces financial leverage such that Moody's adjusted debt to EBITDA is sustained below 5.0x. Ratings could be downgraded if EBITDA declines due to factors such as volume reductions, pricing pressure or cost increases, free cash flow remains low or negative, liquidity deteriorates, or EBITDA less capital spending to interest falls below 1.5x. The principal methodology used in these ratings was Protein and Agriculture published in August 2024. Headquartered in Nicholasville, Kentucky, Alltech, Inc. is a manufacturer and distributor of animal feed and specialty ingredients used primarily in the production of animal proteins and products (including beef, poultry, dairy, and pork). Alltech is privately held by the Lyons family. Revenue for the 12 months ended June 30, 2024 was approximately $2.0 billion. ALLTECH INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Kentucky based animal feed and nutritional products producer Alltech Inc., including its 'B' issuer credit rating. At the same time, S&P assigned its 'B' recovery rating on the company proposed incremental senior secured term loan B. The recovery rating is '3', indicating its expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a simulated default. The 'B' issue-level and '3' recovery ratings on the existing term loan B remain unchanged, although the rounded estimate decreased to 55% from 65% reflecting incremental senior secured debt. S&P said, "The stable outlook reflects our expectation for cash interest coverage to remain above 2x as EBITDA continues to expand with good demand for high nutrition feed, improving volume in the protein end markets, and a mix shift to more value added products. "We expect Alltech's credit metrics will steadily improve following the proposed leveraging transaction. Pro forma for the transaction, we expect FFO cash interest coverage will be approximately 2.3x, and forecast it should improve to 2.5x by the end of 2024 from continued EBITDA expansion as the company continues to perform well. The company's funded debt will increase by approximately $200 million after this transaction. In addition, its preferred equity balance is also increasing to approximately $420 million from $380 million. The company will use proceeds from the transaction to fund the buyout of Littlejohn & Co. and Canada Pension Plan Investment Board's (CPPIB) existing preferred equity interests. We continue to treat the new preferred equity issued as debt because we do not view it as permanent capital in part because its high payment-in-kid (PIK) dividend rates may provide incentive for the company to raise debt in the future to redeem it. Pro forma for the transaction, we project S&P Global Ratings-adjusted leverage will be 8.2x (6x without preferred equity) and will improve to 7.6x (5.5x without preferred equity) by the end of 2024." The refinancing transaction will push out maturity and alleviate tight covenant cushion. Alltech's existing revolver and term loan A matures in October 2026, this refinancing will push out its nearest maturity to October 2028 when its term loan B matures. The rest of the first-lien debt will mature in 2029, and the second-lien debt will mature in 2030. In addition, Alltech's current cushions on the RCF and TLA's maximum net first lien leverage ratio and minimum interest coverage ratio is tight. The EBITDA cushions under the covenants are projected to fall below 10% over the next 12-18 months as it steps down. S&P now expects the covenant requirements to be relaxed and project covenant cushions of more than 20% as a part of this transaction. S&P said, "The company is performing above our expectations. The company's specialty ingredient business grew 7% in the first half of 2024, driven by higher volumes, sustained high prices, and a favorable product mix shift toward the organic mineral portfolio, as well as new product launches in the feed safety and environmental emissions reduction categories. The company also benefitted from a volume rebound in its nutritional segment and we expect that recovery to continue. The improvement is largely driven by increased demand for high nutrition feed. As smaller U.S. herd sizes have led to higher cattle prices, cow-calf operators have incentive to invest in nutrition and accelerate the growth of calves into marketable sizes, strengthening demand for Alltech's products. We expect cattle prices to remain elevated well into next year. As a result, we have revised upward our base case assumptions and now expect adjusted EBITDA margin in 2024 to improve to 10.2% from our previous expectation of 9.6% and from 9.4% currently. "The stable outlook reflects our expectation for FFO cash interest coverage to remain above 2x as the EBITDA continues to expand with high cattle prices, improving volume in the protein end markets, and a favorable product mix shift to more value added products. "We could lower our ratings if the company's FFO cash interest declines below 2x." This could occur if: -- The company performs below S&P's expectations, if feed cost inflation pressures margin from a negative product mix shift or if unforeseen supply chain disruptions; or -- Interest rates rise above our base case assumptions; or -- Financial policy becomes more aggressive possibly as a result of debt-funded acquisitions or shareholder returns. S&P could raise its ratings if the company's FFO cash interest is sustained above 3x. This could occur if: -- The company performs to S&P's expectations; and -- Does not undertake additional debt funded shareholder returns or acquisition before improving its credit metrics; and -- The interest rate environment remains favorable. ALRACHID LLC: Unsecureds Will Get 51% of Clains in Plan ------------------------------------------------------- Alrachid, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Plan of Reorganization dated September 9, 2024. The Debtor owns and operates a restaurant as a franchisee of Sittoo's Systems LLC and does business as Sittoo's Lebanese Grill at 24930 Lorain Rd, North Olmstead Ohio. The Debtor was founded in 2014, and Mr. Tony Soueid is its sole member and its president. The Debtor employs approximately 10 people both on a salary and an hourly basis. The Debtor has been funded by a combination of supplier credit, a business loan with Headway Capital, five so-called "merchant cash advance" ("MCA") companies, and a loan with Ford Motor Credit for a pickup truck. The Debtor's attempts to finance its return to its normal level of operation with loans from the MCA Lenders caused excessive demands on its existing cash. The attempts of certain MCA Lenders to seize the Debtor's accounts receivable led to the filing of this bankruptcy case. The Debtor's financial projections prepared by the Debtor and its accountant show that the Debtor will have total projected disposable income for the 3-year period of $302,143.04 (the "Projected Disposable Income"). The final Plan payment is expected to be paid 36 months after the initial Distribution Date of this Plan or when all Claims have been Allowed. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the future actual disposable income of the Reorganized Debtor. Creditors holding Allowed Claims in Classes 1, 2 and 3 will receive Distributions which the Debtor has estimated to be approximately 100 cents on the dollar during the term of this Plan. Classes 4 will also receive approximately 51% of their Allowed Claims as filed. This Plan provides for full payment of administrative expenses and priority claims. Class 4 consists of the Allowed Unsecured Claims, including the Allowed Unsecured Claims of Alternative, Avanza, Essential, FBF, Headway and Lazarus. Based on filed and scheduled claims there are potentially 10 holders of Allowed Unsecured Claims who may have approximately $494,554.51 in Unsecured Claims in this class. This amount is not a statement by the Debtor that this amount will ultimately be the amount of Allowed Claims in this Class, as the Debtor reserves all rights and objections to any Claim in this Class. Allowed Claims in this class shall receive a pro rata share of the Debtor's actual Disposable Income from the Reorganized Debtor commencing on first business day that is 30 days after the last business day of the year in which the payment of Administrative Expenses provided for in Article 4 of this Plan, and Class 1 is paid in full occurs. Allowed Claims in this class will receive an annual pro rata Distribution from the Reorganized Debtor and in each calendar year thereafter until paid in full or the Plan reaches 3 years from the initial Distribution Date. No interest shall accrue on any Claims in this Class. Class 6 consists of the outstanding membership interests issued by the Debtor, all of which are owned by Tony Soueid. Confirmation of this Plan shall cause all prepetition membership interests issued by the Debtor to be revested in and retained Mr. Soueid as of the Petition Date and shall subject to and based upon the terms and conditions as they existed on the Petition Date including under any Articles of Incorporation, By-Laws, and other duly executed corporate documents. The Plan will be implemented and funded through the future business operations of the Reorganized Debtor. As a part of its reorganization, the Debtor does not contemplate the sale of any assets, however assets may be sold to the extent that it is later determined they are no longer of value to the Reorganized Debtor's business operation or their useful life for the Reorganized Debtor has expired. A full-text copy of the Plan of Reorganization dated September 9, 2024 is available at https://urlcurt.com/u?l=9MN37T from PacerMonitor.com at no charge. About Alrachid, LLC Alrachid LLC owns and operates a restaurant as a franchisee of Sittoo's Systems LLC and does business as Sittoo's Lebanese Grill at 24930 Lorain Rd, North Olmstead Ohio. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-12309) on June 11, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge Suzana Krstevski Koch presides over the case. Frederic P. Schwieg, Esq., represents the Debtor as legal counsel. ALTA EQUIPMENT: Moody's Alters Outlook on 'B2' CFR to Negative -------------------------------------------------------------- Moody's Ratings affirmed the ratings of Alta Equipment Group Inc., including the corporate family rating of B2, the probability of default rating of B2-PD and the B3 rating on the company's senior secured second lien notes. There is no change to the SGL-3 speculative grade liquidity rating. The outlook was changed to negative from stable. The negative outlook reflects Moody's concern that Alta's credit metrics will continue to deteriorate should regional construction activity weakness persist. Higher interest rates and uncertainty around the US election is impacting demand and irrational pricing by competitors have negatively impacted operating results. Alta's debt-to-LTM EBITDA has risen to 4.6 times at June 30, 2024 and LTM EBITA-to-interest is low at 0.8 times. RATINGS RATIONALE Alta's B2 CFR reflects its modest size for a distributor that does not have national scale with annual revenue of roughly $1.9 billion. Alta also has supplier concentration risk with 47% of its new equipment, rental fleet and replacement parts coming from five suppliers (Hyster-Yale, Volvo, Kubota, Doppstadt, and JCB). The company also has low operating margin relative to equipment rental peers because of its business mix that includes lower margin sales of new equipment. Alta also has primary dealer agreements that grant the company exclusive distribution rights for new OEM equipment and replacement parts in its territories. The company also has good customer diversification with a solid presence as a consolidator in the construction and materials handling dealer distribution space. Alta also has material handling system design and consulting services business lines that provide diversification from the equipment sale and rental business cycle. The SGL-3 speculative grade liquidity rating reflects Moody's expectation that Alta will have adequate liquidity. Liquidity is supported by about $290 million of availability under a $520 million asset based lending facility that will expire in 2029. Alta also has cash of about $4.5 million and Moody's expect free cash flow of around $10 - $15 million in 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Alta profitably grows its size and scale, debt-to-EBITDA is sustained below 3 times and EBITA-to-interest is sustained above 2 times. In addition, Alta will need to maintain good liquidity prior to an upgrade. The ratings could be downgraded if there is a dissolution of the partnership with any of the company's key suppliers, if debt-to-EBITDA approaches 4.5 times, or EBITA-to-interest is sustained below 1 time. In addition, if Alta does not generate positive free cash flow or makes a large debt funded acquisition the ratings could be downgraded. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. Headquartered in Livonia, Michigan, Alta Equipment Group Inc. (Alta) mainly distributes construction equipment and parts for more than 30 original equipment manufacturers. Sales of new and used equipment accounts for over half of annual revenue. The company also offers rentals, parts and services for the maintenance and repair of equipment, and material handling system design and consulting services. The company is publicly traded on the NYSE ("ALTG"). AMBRI INC: Unsecureds Will Get 7% of Claims in Liquidating Plan --------------------------------------------------------------- Old Mbria Inc. f/k/a Ambri Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated September 9, 2024. The Debtor is a non-public corporation incorporated in Delaware. Historically, Ambri Securities Corporation operated a banking account, but all funds in such account were transferred to the Debtor prior to the Petition Date. As of the Petition Date, the Debtor's liabilities primarily consisted of (i) unsecured claims of approximately $7 million for trade, leases, and other third-party accounts payable, including rent-related obligations under the Debtor's lease for the pilot facility in Milford, Massachusetts; (ii) unliquidated litigation claims arising in connection with the Milford pilot facility; and (iii) secured obligations owing under the Prepetition Note Purchase Agreement. The Debtor engaged Portage Point in March 2024, to provide various restructuring advisory and investment banking services. Upon commencing its engagement, Portage Point provided assistance in numerous areas including in connection with the Debtor's pursuit of debtor-in-possession financing and its sale process. Beginning on April 24, 2024 and continuing thereafter, Portage Point began outreach to a broad universe of relevant strategic and financial parties to assess interest in an acquisition of all, or substantially all, of the Debtor's assets. Faced with no actionable sale proposal in advance of the Petition Date, a new entity formed by the Prepetition Secured Noteholders (the "Stalking Horse Bidder") agreed to (a) serve as the stalking horse bidder pursuant to the terms of that certain asset purchase agreement, attached to the Bidding Procedures and Sale Motion, (the "Stalking Horse APA"); (b) acquire substantially all of the Debtor's Assets as a going concern; (c) expose the Stalking Horse APA to higher and/or better offers through a chapter 11 process; and (d) support the process by agreeing to provide necessary debtor-in-possession financing to the Debtor. As a result of this outreach, four potential bidders executed NDAs in order to receive access to confidential materials. On June 17, 2024, all parties who had signed NDAs and were actively engaged in the diligence and sale process were informed by Portage Point that the initial Stalking Horse Bid had been reduced to $9.5 million as part of the Global Settlement. The Debtor ultimately received no other qualifying bids (other than the credit bid set forth in the Stalking Horse APA) for any of the Debtor's Assets by the Bid Deadline. In accordance with the Bidding Procedures Order, the Debtor Filed a notice of cancelation of the Auction and designation of the Stalking Horse Bidder as the Successful Bidder (as defined in the Bidding Procedures Order) and, ultimately, the Purchaser of the Purchased Assets. The Bankruptcy Court held a hearing and approved the Sale on July 9, 2024, and entered an order approving the Sale on July 11, 2024. The Sale closed on July 31, 2024. Class 4 consists of General Unsecured Claims against the Debtor. On the Effective Date, all General Unsecured Claims shall be cancelled, released, and discharged, and Holders thereof shall receive no Distribution on account of such Claims. Class 4 is Impaired by the Combined Disclosure Statement and Plan. Notwithstanding the foregoing treatment, each Holder of a General Unsecured Claim shall receive the right to affirmatively elect to participate in the Global Settlement by (a) checking the appropriate box on their Opt-In Form opting into the Global Settlement and consenting to grant the Releases set forth in Section 14.1(c) of the Combined Disclosure Statement and Plan and (b) properly executing, completing, and delivering their Opt-In Form to the Claims Agent by the Opt-In Deadline in accordance with the Combined Disclosure Statement and Plan. Each Holder that affirmatively elects to participate in the Global Settlement shall be a Participating GUC Holder. On the Effective Date, each Participating GUC Holder, to the extent of its Allowed General Unsecured Claim, will receive its pro rata share of the GUC Trust Interests, which such GUC Trust Interests shall entitle each holder thereof to receive its pro rata share of the GUC Trust Assets, after payment of the GUC Trust Expenses. Each Holder of a General Unsecured Claim that does not timely and properly elect to participate in the Global Settlement will not receive its pro rata share of GUC Trust Interests or any other Distribution on account of its General Unsecured Claim. The allowed unsecured claims total $16,837,019.01. This Class will receive a distribution of 7% for Participating GUC Holders, and 0% for NonParticipating GUC Holders. Class 5 consists of Interests in the Debtor. On the Effective Date, all Interests shall be extinguished as of the Effective Date, and Holders thereof shall receive no Distribution on account of such Interests. Class 5 is Impaired by the Combined Disclosure Statement and Plan. The Combined Disclosure Statement and Plan will be implemented by, among other things, (i) the appointment of the Plan Administrator as the sole officer and director of the Post-Effective Date Debtor as of the Effective Date, (ii) the creation of the GUC Trust and the appointment of the GUC Trustee as of the Effective Date, (iii) the making of Distributions to Holders of Allowed Claims (other than General Unsecured Claims) from the Plan Administration Assets, and (iv) the making of Distributions to GUC Trust Beneficiaries from the GUC Trust Assets. All consideration necessary to make all monetary payments in accordance with the Combined Disclosure Statement and Plan shall, as applicable, be obtained from the Plan Administration Assets to be monetized by the Plan Administrator or from the GUC Trust Assets to be monetized by the GUC Trustee. A full-text copy of the Combined Disclosure Statement and Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=0Gyi8P from PacerMonitor.com at no charge. Ambri Inc. is represented by: POTTER ANDERSON COROON LLP L. Katherine Good, Esq. Brett M. Haywood, Esq. Gregory J. Flasser, Esq. Shannon A. Forshay, Esq. 1313 North Market Street, 6th Floor Wilmington, Delaware 19801 Tel: (302) 984-6000 Facsimile: (302) 658-1192 Email: kgood@potteranderson.com bhaywood@potteranderson.com gflasser@potteranderson.com sforshay@potteranderson.com About Ambri Inc. Ambri Inc. specializes in the development of an advanced energy storage solution through its patented "Liquid MetalTM battery" technology. Ambri is a pre-revenue Liquid MetalTM battery technology company working to become a leading global provider of long-duration, grid-scale, energy storage that can solve the most critical issues facing today's electricity grid and enable wide-spread adoption of intermittent renewable energy as a 24-7 power source. The company is developing batteries that are expected to be low-cost, highly reliable, extremely safe, degrade only minimally over their lifespan, and can shift fundamentally how power grids operate and source their power, thereby contributing to the goal of a cleaner energy future. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10952) on May 5, 2024, with $50 million to $100 million in assets and liabilities. Nora Murphy, chief financial officer, signed the petition. Judge Laurie Selber Silverstein presides over the case. The Debtor tapped POTTER ANDERSON COROON LLP as counsel and GOODWIN PROCTER LLP as co-bankruptcy counsel. AMC NETWORKS: Moody's Lowers CFR to B2 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings downgraded AMC Networks Inc.'s corporate family rating to B2 from B1, its probability of default rating to B2-PD from B1-PD and the rating on the senior unsecured notes to Caa1 from B3. Moody's also affirmed the Ba3 rating on AMC Networks' senior secured bank credit facilities and senior secured notes. The company's SGL-1 Speculative Grade Liquidity rating remains unchanged reflecting very good liquidity. The outlook changed to stable from negative. The downgrade reflects persistent secular pressures that AMC Networks faces as consumer viewing habits continue to shift from linear Pay-TV to streaming platforms. For 2024 and 2025, Moody's expect linear Pay-TV subscribers to decline by 10% per annum on average, impacting AMC Networks' revenue and EBITDA. Partially offsetting these operating pressures during the same two year period, Moody's project AMC Networks to moderately grow streaming revenue, enter into additional licensing agreements, maintain very good liquidity, generate material free cash flow and reduce leverage by repaying debt. By year end 2025, Moody's project AMC Networks' total debt-to-EBITDA and net debt-to-EBITDA (inclusive of Moody's adjustments) will be 4.6x x and 2.9x, respectively. RATINGS RATIONALE AMC Networks' B2 CFR reflects the continued secular pressures linear television is facing, declining revenue and EBITDA trends, the company's elevated leverage and its small operating scale relative to competitors in the media sector. The shift of viewing habits from linear Pay-TV to streaming platforms has and will continue to negatively impact its revenue and profitability. Since year end 2018, it is estimated that more than 28 million subscribers have disconnected their video services. Moody's expect this negative trend to continue and project linear Pay-TV subscribers to decline by an additional 10% per annum this year and next. As a result for this year and next, Moody's project AMC Networks' revenue from linear Pay-TV to decline on average by high single digits, partially offset by Moody's expectation for mid single digits growth in streaming revenue, and higher sales from content licensing agreements. Moody's do not expect the company to reach revenue stability until 2026. At the same time, the ratings reflect Moody's expectation for solid free cash flow in 2024 and in 2025, and the strong commitment by the company to reduce leverage and maintain very good liquidity, despite declining EBITDA trends. For this year and next, Moody's project AMC Networks will generate around $300 million and $260 million in free cash flow, respectively. This reflects cost cutting initiatives implemented in 2023 and continued content monetization through licensing agreements as AMC Networks has a proven ability to consistently deliver high quality content to targeted audiences with demographics that appeals to distributors and streaming platforms. Moody's expect AMC Networks to maintain very good liquidity over the next twelve to fifteen months. This is supported by around $803 million in cash (at June 30, 2024), full availability under the company's $175 million undrawn revolving credit facility expiring in April 2028, and Moody's expectation for more than $300 million in free cash flow in 2024. The credit facility is governed by a maximum net debt-to-operating cash flow ratio of 5.75x stepping down to 5.5x after two years, and a minimum operating cash flow-to-interest expense covenant of 2.0x stepping up to 2.25x after two years. Moody's project the company to have ample liquidity under both covenants. In 2024, Moody's do not expect AMC Networks to draw on its revolver. The stable outlook reflects Moody's expectations that over the next 12 to 18 months, AMC Networks will demonstrate a steady improvement in the rate of revenue and EBITDA declines such that it is on a path for revenue and EBITDA stability by the end of 2026. During this period, Moody's expect AMC Networks to generate material free cash flow and reduce leverage such that gross and net debt-to-EBITDA leverage is around 4.6x and below 3.0x (including Moody's adjustments) by year end 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if (i) the company successfully transitions the business model to DTC (direct to consumer) such that the overall subscriber base stabilizes, (ii) it achieves sustained organic revenue and EBITDA growth, (iii) the company maintains at least good liquidity and (iv) debt-to-EBITDA is sustained below 3.5x (including Moody's adjustments). The ratings could be downgraded if the company fails to demonstrate a steady improvement in the rate of revenue and EBITDA declines such that Moody's do not believe it is on a path for revenue and EBITDA stability by the end of 2026, a weakening of the liquidity position or an inability to offset subscriber losses with growth in DTC without an attendant reduction in leverage such that debt-to-EBITDA is sustained above 4.5x (including Moody's adjustments) could also lead to a downgrade. Headquartered in New York, New York, AMC Networks Inc. supplies television programming to Pay-TV service providers throughout the United States. The company predominantly operates five entertainment programming networks - AMC, Moody's tv, IFC, Sundance TV and BBC America. The principal methodology used in these ratings was Media published in June 2021. ARC MANAGEMENT: Plan Exclusivity Period Extended to Nov. 1 ---------------------------------------------------------- Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the Northern District of Georgia extended ARC Management Group, LLC's exclusive periods to file a plan of reorganization and obtain acceptance thereof to November 1 and December 30, 2024, respectively. As shared by Troubled Company Reporter, the Debtor claims that it cannot formulate a plan of reorganization or solicit acceptances of a plan until the United States Trustee completes its examination of Debtor, which will not occur prior to the current deadlines for the Exclusivity Periods in this Case; therefore, Debtor requires an extension of such deadlines. The Debtor asserts that the request for an extension will not unfairly prejudice or pressure its creditors or grant Debtor any unfair bargaining leverage. Debtor needs creditor support to confirm any plan, so Debtor is in no position to impose or pressure its creditors to accept unwelcome plan terms. The Debtor further asserts that termination of the current Exclusivity Periods may engender duplicative expense and litigation associated with multiple competing plans. Any litigation with respect to competing plans and resulting administrative expenses will only decrease recoveries to Debtor's creditors and significantly delay, if not undermine entirely, the possibility of prompt confirmation of a plan of reorganization. ARC Management Group, LLC is represented by: Ceci Christy, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 About ARC Management Group ARC Management Group, LLC, is a provider of billing, collection and debt recovery services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61742) on Nov. 28, 2023. In the petition signed by William D. Wilson, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Wendy L. Hagenau oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the Debtor's legal counsel. ARGENTARIA REAL: Seeks Approval to Hire Hilco Real Estate as Agent ------------------------------------------------------------------ Argentaria Real Estate, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hilco Real Estate, LLC as real estate agents. The firm will market and sell the Debtor's commercial property located at 9901 S. Keystone Drive, Pharr, Texas. The firm will receive a commission of 6 percent of the gross sale proceeds, to be paid at closing. If title to the property is transferred to the senior secured creditor on account of its credit bid, deed in lieu, or other method, Hilco shall earn a fee of 2.5 percent of its credit bid amount or the current loan balance, whichever is greater. The Debtor shall reimburse Hilco for all reasonable and customary reimbursable expenses incurred in connection with the performance of the services, capped at $15,000. As disclosed in court filings, Hilco Real Estate does not have a material interest adverse to the Debtor regarding the specific matters for which it is to be retained. The firm can be reached through: Eric W. Kaup Hilco Real Estate, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel: (847) 504-2463 Email: ekaup@hilcoglobal.com About Argentaria Real Estate Argentaria Real Estate LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Argentaria Real Estate LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-70155) on July 1, 2024. In the petition filed by Heriberto Vlaminck Ley, member & sole manager, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. T. Josh Judd, Esq., at Andrews Myers, PC serves as the Debtor's legal counsel. ARTS BUSINESS: Seeks to Extend Plan Exclusivity to Oct. 30 ---------------------------------------------------------- Arts Business Collaborative asked the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 30 and December 30, 2024, respectively. The Debtor is a non-for-profit entity. The non-for-profit "season" runs in the Fall of each year whereby funders review applications and make determinations on whether the prospective applicant meets the needs and requirements of the particular funder. In this case, funders had expressed some concerns about the Debtor's pending bankruptcy proceedings and have requested that the Debtor continue to update the prospective funders on when the Debtor would be able to exit the bankruptcy. This funding is essential to the Debtor because it will give the Debtor an opportunity to determine the amount of funding it will be receiving in order to gauge the early part of next year's operations. The Debtor explains that it is involved in the litigation with Okra Project, Inc., which, because of the size of the Okra claim, may affect, significantly, any Plan filed by the Debtor. The Debtor anticipates a resolution in the early Fall which would enable the Debtor to advise its funders of the status of the bankruptcy. At the hearing before the Court, the Debtor agreed to mediation and a mediation has been scheduled for October 21, 2024, before Thomas Slome, Esq. Accordingly, the Debtor seeks to extend the Debtor's exclusivity period for the Debtor's filing of a Plan and Disclosure Statement and for confirmation of the Plan under Section 1121 of the Bankruptcy Code. The Debtor believes that it will be able to accomplish the above and file and confirm a Plan within the extension periods requested. The Debtor believes it is deserving of an extension. Arts Business Collaborative is represented by: Leo Fox, Esq. 630 Third Avenue - 18th Floor New York, NY 10018 Tel: (212) 867-9595 Email: leo@leofoxlaw.com About Arts Business Collaborative Arts Business Collaborative filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40679) on Feb. 14, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Elizabeth S Stong presides over the case. Leo Fox, Esq. represents the Debtor as counsel. ATLAS CC: Moody's Cuts CFR to 'Caa2', Outlook Stable ---------------------------------------------------- Moody's Ratings downgraded the ratings of Atlas CC Acquisition Corp (dba "Cubic"), including the Corporate Family Rating to Caa2 from Caa1 and the Probability of Default Rating to Caa2-PD from Caa1-PD. Concurrently, Moody's downgraded Cubic's senior secured first lien rating to Caa2 from Caa1. Moody's affirmed the B1 rating on the term loan C. The outlook is stable. The ratings downgrades reflect Moody's view that Cubic will remain constrained by very high leverage driven by poor operating results and weak liquidity. Moody's expect the company will continue to generate negative free cash flow over the next several quarters despite a sizable working capital release from legacy contracts. Moody's expect very modest revenue growth in the low single digits and a Moody's adjusted EBITDA margin in the mid-single digits. The affirmation of the B1 rating on the $300 million senior secured first lien term loan C reflects the fact that this instrument is fully collateralized by restricted cash, which was $309 million at the end of June 2024. The stable outlook also reflects Moody's expectations that new mandates will result in modest revenue growth over the next 18-24 months. The stable outlook also reflects Moody's view that Cubic will extend its revolving credit facility which expires in May 2026. RATINGS RATIONALE Cubic's Caa2 CFR reflects its very high leverage and track record of weak cash flows since the completion of the acquisition by Veritas Capital in May 2021. Longer-than-expected contract startup periods with its municipal customers and supply chain constraints that delay production and implementation of its hardware and software products remain rating constraints. However, bookings growth from new and existing customers remain solid. Cubic's leading position in fare management systems for public transportation networks worldwide and its C4ISR (command, control, communication, computers, intelligence, surveillance and reconnaissance) services for the US Department of Defense and its allies should promote a steady stream of new business. This new business could potentially mitigate some of the pressure on the rating from the weak credit metrics. Cost reduction initiatives already underway will provide incremental support to liquidity and earnings in fiscal 2025. Liquidity is weak given the company's cash burn, even with Moody's expectation of some working capital release in fiscal 2025. Cash on hand at June 30, 2024 was around $41 million and Moody's expect the revolver will remain partially drawn over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company sustains breakeven free cash flow and FFO/interest approaches 1.0x. The ratings could be downgraded if liquidity remains weak or if the probability for a distressed exchange increases. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Atlas CC Acquisition Corp serves transportation, defense command, control, communication, computers, intelligence, surveillance and reconnaissance (C4ISR), and defense training customers globally. Cubic sells integrated payment and information systems, expeditionary communications, cloud-based computing and intelligence delivery, as well as training and readiness solutions. Revenue for the 12 months ended June 30, 2024 was $1.4 billion. The company is majority-owned by entities of Veritas Capital. AUDACY INC: Completes Financial Restructuring, Reduces Debt by 80% ------------------------------------------------------------------ Audacy Inc. announced on September 30, 2024, that it has successfully completed its financial restructuring, implementing a fully consensual, deleveraging transaction that equitized approximately $1.6 billion of funded debt, a reduction of 80% from approximately $1.9 billion to $350 million. The Company emerges as a healthy, scaled, multi-platform leader in the dynamic audio sector, with total net leverage of approximately 2.7x, differentiated by its #1 position in exclusive, premium audio content. Audacy will continue to be led by David J. Field, its current President and CEO, and its existing management team. Field will also serve on the Company's new Board of Directors. "We are pleased to have successfully achieved all of our restructuring goals, emerging with an outstanding balance sheet, delivering industry-leading growth, serving our listeners and advertisers with excellence and honoring our commitments to employees and partners," said David J. Field, President and CEO, Audacy. "Today, Audacy embarks on our next chapter, capitalizing on our position as a scaled, multi-platform audio leader, differentiated by our exclusive, premium audio content, including our unrivaled leadership in sports audio, powered by our industry-leading financial strength and focused on accelerating our innovation and digital transformation. We are maximizing a broad set of opportunities to further accelerate our growth for the benefit of Audacy and all of its stakeholders." Audacy has continued to steadfastly execute its transformation strategy, investing in talent, content, ad tech and its audio streaming platform to further enhance its competitive position and drive accelerated growth opportunities. The Company is delivering industry-leading top-line and bottom-line growth, driven by significant gains in revenue shares, accelerated digital revenue growth, sustained audience share gains and prudent expense reductions to enhance operating margins despite ongoing challenges in the traditional advertising market. In the first half of 2024, the Company delivered Adjusted EBITDA growth of 128%. Audacy continues building and enhancing its exclusive, premium content offerings, reaching over 200 million monthly listeners. With a leading position in 45 of the largest U.S. markets, the Company boasts a robust portfolio of more than 220 local radio brands with premier and influential on-air talent. Audacy Podcasts delivers original award-winning hit shows, as well as exclusive and expanded partnerships with leading podcasters, including the Office Ladies, Fly On the Wall, Tenderfoot, The Moth, Amy Poehler, Glennon Doyle and Puck, and continues to be an audio partner of choice for brands, including HBO, Netflix, Amazon, the WNBA, Roc Nation and the Metropolitan Museum of Art. Audacy continues to launch exclusive digital content with numerous A-list artists and is further extending its unrivaled leadership position in sports audio, operating 40 leading local all-sports stations, the #1 Sports Podcast Network with 600+ titles and the Infinity Sports Network. Audacy is the flagship home of 37 pro teams and is the exclusive audio sales partner of Major League Baseball. In conjunction with the completion of its restructuring, Audacy is expected to become a private company. About Audacy Inc. Philadelphia, Pa.-based Audacy Inc., formerly Entercom Communications Corp., is a multi-platform audio content and entertainment company with a collection of local music, news, and sports brands, a premium podcast creator, major event producer, and digital innovator. As of Sept. 30, 2023, the Company had $2.79 billion in total assets and $2.66 billion in total liabilities. Audacy did not make the interest payments on its senior secured first-lien revolving credit facility and term loan, both due 2024 ($17 million due Oct. 31, 2023), senior secured second-lien notes due 2027 ($15 million due Nov. 1, 2023), or senior secured second-lien notes due 2029 ($18 million due Sept. 30, 2023). Audacy Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on Jan. 7, 2024, with $2,788,943,000 in assets and $2,662,320,000 in liabilities. Richard J. Schmaeling, executive vice president & chief financial officer, signed the petitions. Judge Christopher M. Lopez oversees the case. Latham & Watkins, LLP and Porter Hedges, LLP are the Debtors' legal counsel. BASIC FUN: Unsecured Creditors Will Get 100% of Claims in Plan -------------------------------------------------------------- Basic Fun, Inc. and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Reorganization dated September 9, 2024. The Company is a global children's entertainment company that creates, designs, markets and distributes a diversified portfolio of innovative toys, games, products, and entertainment properties throughout the world. The Company's principal place of business is located in Florida. The Combined Plan and Disclosure Statement is a chapter 11 plan of reorganization. The Combined Plan and Disclosure Statement has the support, pursuant to the terms of the Restructuring Support Agreement entered into by the Debtors on August 23, 2024, of the Debtors' prepetition Creditors and Interest holders Jay Foreman, John MacDonald, Basic Fun TopCo, RBC, and Falcon. Specifically, as set forth in the Restructuring Support Agreement, with the committed support of these parties, the Debtors are seeking to move forward with a Plan that significantly deleverages the Debtors' balance sheet and permits the Debtors to maintain and continue to develop their valuable ongoing business, and to maximize their enterprise value on a going-forward basis for the benefit of all stakeholders (the "Reorganization Transaction"). Through the Reorganization Transaction: * Holders of Great Rock DIP Claims shall receive, in full satisfaction of its Great Rock DIP Claim, payment in full in Cash of the Allowed amount of the Great Rock DIP Claim on the Effective Date from the proceeds of the Senior Exit Facility. * Holders of RBC DIP Claims shall receive, in full satisfaction of its RBC DIP Claim, New First Out Term Notes in an amount equal to the Allowed amount of the RBC DIP Claim on the Effective Date. * Holders of Claims in Class 1, which consist of Holders of Other Priority Claims, are Unimpaired and will be paid in full in Cash on the Effective Date. * Holders of Claims in Class 2, which consist of Holders of Other Secured Claims, are Unimpaired and will receive either (a) Cash equal to the amount of such Claim; (b) the collateral securing its Allowed Other Secured Claim; (c) Reinstatement of its Allowed Other Secured Claim; or (d) such other treatment that renders its Allowed Other Secured Claim Unimpaired in accordance with Bankruptcy Code section 1124. * Holders of Claims in Class 3, which consist of Holders of Prepetition Mezzanine Claims, are Impaired and shall receive (i) solely with respect to Holders of Prepetition Mezzanine Claims arising from the Original Mezzanine Loans (other than the Prepetition Last Out Loans), New First Out Term Notes in an amount equal to $2,500,000 on the Effective Date, and New Last Out Term Notes in an amount equal to $3,952,501.05, which, for the avoidance of doubt, shall be purchased by Falcon and the Founders on the Effective Date in the form of participations pursuant to the terms of the Out-Of-Court Restructuring and subject to the terms of the Mezzanine Exit Facility, and (ii) solely with respect to Holders of Claims arising from the Prepetition Last Out Loans, the Founder Preferred Equity in Basic Fun TopCo pursuant to the Last Out Conversion. * Holders of Claims in Class 4, which consist of Holders of TopCo Note Claims, are Unimpaired and shall receive such Holder's Pro Rata share of the New TopCo Notes and such Holder's Pro Rata share of the New TopCo Note Cash Payment. * Holders of Claims in Class 5, which consist of Holders of General Unsecured Claims, are Unimpaired and on and after the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall continue to pay or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced. * Holders of Claims in Class 6, which consist of Holders of Intercompany Claims, are Unimpaired and shall receive Reinstatement of such Holder's Intercompany Claims. * Holders of Interests in Class 7, which consist of Holders of Interests, are Unimpaired and shall receive such Holder's Pro Rata share of Interests in the applicable Reorganized Debtor. Except to the extent that a Holder of an Allowed General Unsecured Claim has agreed to a less favorable treatment of such Claim, and only to the extent that any such Allowed General Unsecured Claim has not been paid by any applicable Debtors prior to the Effective Date, on the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall continue to pay or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced. The Debtors estimate that the aggregate amount of Allowed General Unsecured Claims will be approximately $25,656,893.65. Class 5 Claims are Unimpaired and deemed to accept the Combined Plan and Disclosure Statement. This Class will receive a distribution of 100% of their allowed claims. The Combined Plan and Disclosure Statement shall be implemented through the Effective Date Transactions; provided, however, that the provisions contained in the Combined Plan and Disclosure Statement shall be subject in all respects to the provisions of the Final DIP Order and Restructuring Support Agreement; and nothing in the Combined Plan and Disclosure Statement shall be deemed to modify, negate, abrogate, overrule or supersede the terms and provisions of the aforementioned documents. A full-text copy of the Combined Disclosure Statement and Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=TJC3IM from PacerMonitor.com at no charge. Counsel to the Debtors: POLSINELLI PC Shanti M. Katona, Esq. 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 Email: skatona@polsinelli.com -and- Mark B. Joachim, Esq. 1401 Eye Street, N.W., Suite 800 Washington, D.C. 20005 Telephone: (202) 783-3300 Facsimile: (202) 783-3535 Email: mjoachim@polsinelli.com About Basic Fun Basic Fun, Inc. -- https://www.basicfun.com/ -- develops and markets novelty and impulse toys. The Boca Raton-based company offers collectibles, small dolls, retro and science toys, pre-school, youth electronics, and construction. Basic Fun and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11432) on June 28, 2024, with $50,000 to $100,000 in both assets and liabilities. Frank McMahon, chief financial officer, signed the petitions. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Polsinelli, PC, as counsel and Oppenheimer & Co. Inc. as financial advisor and investment banker. Stretto, Inc. is the administrative advisor. BEACH HOUSE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Beach House, LLC 216 Long Sands Road York, ME 03909 Business Description: Beach House is part of the traveler accommodation industry. Chapter 11 Petition Date: October 17, 2024 Court: United States Bankruptcy Court District of Maine Case No.: 24-20211 Judge: Hon. Michael A. Fagone Debtor's Counsel: David C. Johnson, Esq. MARCUS CLEGG 16 Middle Street Unit 501A Portland, ME 04101 Tel: (207) 828-8000 Email: bankruptcy@marcusclegg.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Taylor Perkins as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3PLV2TI/Beach_House_LLC__mebke-24-20211__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. AAA Fire Extinguisher Co Trade Debt $749 7 Avon Street Lewsiton, ME 04240 2. Blossom Cleans NYC, LLC Trade Debt $1,800 199-17 Linden Blvd. Rear Saint Albans, NY 11412 3. Booking.com Trade Debt $16,276 28 Liberty Street New York, NY 10005 4. Central Maine Power Co Trade Debt $2,852 PO Box 847810 Boston, MA 02284 5. Charter Communications Trade Debt $4,331 PO Box 223085 Pittsburgh, PA 15251 6. Epic Revenue Consultants Trade Debt $12,000 201 Lackawanna Ave. Suite 210 Scranton, PA 18503 7. Expedia Group Trade Debt $1,588 1111 Expedia Group Way W Seattle, WA 98119 8. Garment Machinery Trade Debt $1,350 Company, Inc. 10 Kearney Road, Suite 308 Needham Heights, Ma 02494 9. John F. Lizotte Trade Debt $1,440 39 Rochester St. Berwick, ME 03901 10. Kone Elevators & Trade Debt $14,359 Escalators 2401 W Broadway, Suite 16 South Portland, ME 04106 11. Life Safety Fire Trade Debt $14,172 Protection, Inc. 1001 Islington St. C1 Portsmouth, NH 03801 12. Lighthouse Intelligence Ltd Trade Debt $530 PO Box 103438 91189 13. Maine Fire and Trade Debt $17,139 Security, LLC 674 US-1 Scarborough, ME 04074 14. Maverick Hotels and Trade Debt $2,000 Restaurants, LLC c/o Robert J. Habeeb 1550 South Indiana, Suite 201B Chicago, IL 60605 15. New England Trade Debt $1,150 Backflow, Inc. 251 Rockingham Rd Auburn, NH 03032 16. Sequim Asset Trade Debt $30,589 Solutions LLC 1130 Northchase Pkwy SE 150th Marietta, GA 30067 17. Sigmawifi Trade Debt $664 20 Mary E Clark Dr, Suite 2 Hampstead, NH 03841 18. Sprinkler Systems Inc. Trade Debt $675 4 Avon St. Lewiston, ME 04240 19. Troiano Waste Trade Debt $2,108 Services, Inc. PO Box 3541 Portland, ME 04104 20. W.B. Mason Co. Inc. Trade Debt $11,076 59 Centre St. Brockton, MA 02301 BEELAND PROPERTIES: Claims to be Paid from Property Sale/Refinance ------------------------------------------------------------------ Beeland Properties, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Louisiana a Subchapter V Plan of Reorganization dated September 9, 2024. The Debtor is a Louisiana limited liability company organized. The Debtor has operated since 2020. The Debtor has two members: Jennifer Beehler and Jeffrey Landry. The Debtor owns two pieces of immovable property located at: (a) 10875 Brown Road, Denham Springs, LA 70726 (the "Livingston Property"); and (b) 3560 Robert Street, Zachary, LA 70791 (the "EBRP Property"). The Debtor acquired the Livingston Property with the intention of subdividing it into multiple residential tracts for sale. The EBRP Property was acquired as a renovation project. The Debtor's two primary assets are the Livingston Property and the EBRP Property. The Debtor believes that the value of the Livingston Property is approximately $1.19 million. The Debtor believes that the value of the EBRP Property is approximately $221,000. The Debtor has Causes of Action against Allstate, 9970 Hwy 165 N LLC, TDP Group, and Ford. The Debtor also has an Avoidance Action against BSF. The Debtor commenced this Chapter 11 case to stop a foreclosure that had been commenced by BSF. However, the Debtor's financial difficulties started with TDP Group. During relevant times, TDP Group was an affiliate of the Debtor through a common member, Jeffrey Landry. TDP Group is a Baton Rouge-based food company that was founded in March 2020. To fund its expansion, TDP Group borrowed from BSF and Citizens. To secure this financing, the Debtor granted mortgages on the Properties in favor of BSF and Citizens. The Debtor did not receive any consideration for these mortgages. All proceeds from these loans went to TDP Group. Jeffrey Landry is no longer a member or manager of TDP Group. TDP Group has not repayed the loans to BSF and Citizens even though it is the primary obligor. The Debtor has two main creditors: BSF and Citizens. BSF asserts a claim in the amount of $1,137,660.63 against the Debtor. (Claim 4 1) BSF alleges that its claim is secured by first mortgages upon the Properties. The Debtor granted mortgages upon the Properties in favor of BSF to secure loans to and for the benefit of TDP Group, an affiliate of the Debtor. The Debtor did not receive any consideration in exchange for granting mortgages on the Properties. The Debtor acted as a surety for the benefit of TDP Group. It appears that the Debtor did not guarantee TDP Group's debt to BSF, and thus, the Debtor may not be personally liable to BSF. Citizens asserts a claim against the Debtor in the amount of $531,604.37. (Claim 1-1) The Debtor entered into a consent judgment with Citizens on December 5, 2023. The Debtor granted second mortgages upon the Properties in favor of Citizens. Ford asserts a Secured Claim (Claim 3-1). Ford violated the automatic stay when it repossessed the GMC Sierra after the Petition Date without relief from the automatic stay. The Debtor intends to bring an action against Ford for violation of the automatic stay. Equity Security Holders shall retain their membership interests in the Debtor. Except as otherwise provided herein, they shall not receive any distributions under this Plan until holders of Allowed Administrative Claims and Allowed General Unsecured Claims are paid in full. Reorganized Debtor shall have one year from the Effective Date to sell or refinance the Livingston Property (the "Transfer Period"). If Reorganized Debtor receives a bona fide offer to sell or refinance the Livingston Property during the Transfer Period, but the closing date would be after the Transfer Period, then the Transfer Period shall be extended to the earlier of (i) ninety days after the Transfer Period or (ii) the closing date. The proceeds from the sale or refinance of the Livingston Property shall be distributed in the following priority (in each case on a Pro Rata Basis): (a) first, on account of Livingston Carveout; (b) second, on account of BSF's Secured Claim, but only to the extent the Bankruptcy Court determines that BSF is the holder of a non avoidable mortgage on the Livingston Property; (c) third, on account of Citizens' Secured Claim; and (d) fourth, the Debtor. A full-text copy of the Subchapter V Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=1JRmH5 from PacerMonitor.com at no charge. Attorneys for the Debtor: Ryan J. Richmond, Esq. Ashley M. Caruso. Esq Sternberg, Naccari & White, LLC 450 Laurel Street, Suite 1450 Baton Rouge, LA 70801 Tel: (225) 412-3667 Fax: (225) 286-3046 Email: ryan@snw.law ashley@snw.law About Beeland Properties, LLC Beeland Properties, LLC is a company in Denham Springs, La., engaged in renting and leasing real estate properties. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10461) on June 11, 2024, with $1 million to $10 million in both assets and liabilities. Jeff Landry, manager, signed the petition. Judge Michael A. Crawford presides over the case. Ryan J. Richmond, Esq., at Sternberg, Naccari & White, LLC represents the Debtor as legal counsel. BIG LOTS: Liechtensteinische Landesbank No Longer Holds Shares -------------------------------------------------------------- Liechtensteinische Landesbank Aktiengesellschaft and its wholly-owned subsidiary, LLB Fund Services AG, disclosed in Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they ceased to be the beneficial owner of more than five percent of Big Lots, Inc.'s common stock. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value. The Company is dedicated to being the big difference for a better life by delivering bargains to brag about on everything for the home, including furniture, decor, pantry items, and more. It fulfills its mission to help customers "Live BIG and Save LOTS" with sourcing strategies to grow extreme bargains through closeouts, liquidations, overstocks, private labels, and value-engineered products. The Big Lots Foundation, together with the Company's customers, associates, and vendors, has delivered more than $176 million of philanthropic support to critical needs in hunger, housing, healthcare, and education. On the Web: http://biglots.com/ On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC, is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus. BIOLINERX LTD: All Proposals Passed at Annual General Meeting ------------------------------------------------------------- BioLineRx Ltd. announced the results of the Company's Annual General Meeting of Shareholders. At the Meeting, the Company's shareholders voted upon and approved, by the respective requisite majority in accordance with the Israel Companies Law, 5759-1999 and the Company's articles of association, the proposals set forth in the Company's proxy statement for the Meeting. Accordingly, the following proposals were adopted at the Meeting: Proposal 1. The re-election of Dr. Avraham Molcho, Mr. Gal Cohen and Mr. Rami Dar as Class I directors, each to serve until the Company's annual general meeting of shareholders to be held in 2027, and until their respective successors have been duly elected and qualified. Proposal 2. The grant of options to purchase American Depositary Shares, each representing 15 ordinary shares of the Company, to certain directors of the Company who shall serve in such capacity immediately following the Meeting. Proposal 3. The increase in the Company's authorized share capital and to amend the Company's Articles of Association accordingly. Proposal 4. The reappointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the year ending December 31, 2024, and until the Company's next annual general meeting of shareholders, and to authorize the Audit Committee of the Board of Directors to fix the compensation of said auditors in accordance with the scope and nature of their services About BioLineRx Ltd. Headquartered in Modi'in, Israel, BioLineRx is a commercial-stage biopharmaceutical company focused on developing life-changing therapies in oncology and rare diseases. Tel Aviv, Israel-based Kesselman & Kesselman, the Company's auditor since 2003, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has suffered recurring losses from operations and has cash outflows from operating activities, indicating a material uncertainty that may cast significant doubt about its ability to continue as a going concern. BioLineRx recorded net losses of $27.1 million in 2021, $25 million in 2022, and $60.6 million in 2023. As of March 31, 2024, the Company had $51.6 million in total assets, $38.54 million in total liabilities, and a total equity of $13.06 million. BONITA SOL: Case Summary & Three Unsecured Creditors ---------------------------------------------------- Debtor: Bonita Sol LLC d/b/a Crown in an Hour 11380 Bonita Beach Road Bonita Springs FL 34135 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01582 Judge: Hon. Caryl E Delano Debtor's Counsel: Mike Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Rd. Suite 200 Naples FL 34108 Tel: 239-571-6877 E-mail: mike@dallagolaw.com Total Assets: $2,850,000 Total Liabilities: $4,483,248 The petition was signed by Marcelo Mattschei as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AFUBMXY/BONITA_SOL_LLC__flmbke-24-01582__0001.0.pdf?mcid=tGE4TAMA BRIDGETOPIA LLC: Seeks Approval to Hire Spain & Gillon as Counsel ----------------------------------------------------------------- Bridgetopia LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Spain & Gillon, LLC as counsel. The firm will render these services: a. provide the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of the Debtor's financial affairs; b. take necessary action required to reject or accept the executory contracts of the Debtor; c. prepare necessary applications, answers, contracts, reports and other legal documents; d. perform any and all legal services arising out of or connected with the bankruptcy case; and d. preform any and all other legal services for the Debtor as may be necessary to achieve confirmation of Chapter 11 Plan of Reorganization. The firm will be paid in these rates: Stephen M. Leara, Esq. $495 per hour Walter F. McArdle, Esq. $450 per hour Frederick M. Garfield $350 per hour Paralegals $195 per hour Stephen Leara, Esq., a member of Spain & Gillon, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen M. Leara, Esq. Spain & Gillon, LLC 505 20th St N #1200 Birmingham, AL 35203 Phone: (205) 328-4100 Email: sleara@spain-gillon.com About Bridgetopia LLC Bridgetopia LLC is part of the residential building construction industry. Bridgetopia LLC sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02788) on Sept. 12, 2024. In the petition filed by Misty Glass, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge D. Sims Crawford handles the case. The Debtor is represented by Stephen P. Leara, Esq. at SPAIN & GILLON, LLC. BROUDY GROUP: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Broudy Group, Inc. 500 Crown Ridge Court Celina, TX 75009-4048 Business Description: Broudy Group is an automobile dealer in Celina, Texas. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-42463 Debtor's Counsel: Howard Marc Spector, Esq. SPECTOR & COX PLLC 12770 Coit Rd. Suite 850 Dallas, TX 75251 Tel: (214) 365-5377 E-mail: hspector@spectorcox.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carey E. Broudy as president and director. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JGKMDCY/Broudy_Group_Inc__txebke-24-42463__0001.0.pdf?mcid=tGE4TAMA CAPROCK MILLING: Seeks to Hire Rosen Systems Inc. as Auctioneer --------------------------------------------------------------- CapRock Milling & Crushing, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Rosen Systems, Inc. as auctioneer. The firm will sell certain equipment previously used in the Debtor's now closed milling and crushing operation by public auction. Rosen will receive a 10 percent buyer's premium on all property sold plus reimbursement of its actual expenses from the proceeds of sale. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mike Rosen Rosen Systems, Inc. 2323 Langford St. Dallas, TX 75208 Telephone: (972) 248-2266 Facsimile: (972) 248-6887 About Caprock Milling & Crushing, LLC CapRock Milling & Crushing, LLC of Amarillo, Texas is engaged in the business of grain and oilseed milling. Caprock Milling filed its a voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 23-20251) on November 3, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Thomas Bunkley as member, signed the petition. Mullin Hoard & Brown, L.L.P. serve as the Debtor's legal counsel. CHARLES COUNTY NURSING: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Charles County Nursing and Rehabilitation Center, Inc. d/b/a Sagepoint d/b/a Sagepoint Care 9375 Chesapeake Street, Suite 211 La Plata, MD 20646 Business Description: The Debtor is a non-profit organization, headquartered in La Plata, Maryland. It provides care and advice to seniors and their families in Southern Maryland. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court District of Maryland Case No.: 24-18784 Debtor's Counsel: Catherine Keller Hopkin, Esq. YVS LAW, LLC 185 Admiral Cochrane Drive, Suite 130 Annapolis, MD 21401 Tel: (443)569-0788 Email: chopkin@yvslaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Terry Weaver as chief financial officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BKDQJSQ/Charles_County_Nursing_and_Rehabilitation__mdbke-24-18784__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. WesBanco Secured Loans $5,073,922 Attn: Samuel Pulliam 1525 Pointer Ridge Place Bowie, MD 20716 2. Care Providers Insurance $230,756 Workers Comp c/o Riggs, Couselman, Michaels & Downs Attn: Finance Department 555 Fairmount Avenue Towson, MD 21286 3. PJ Refund Due $13,810 c/o Patricia Willett 8413 Dartrey Place Charlotte Hall, MD 20622 4. Rosie Connectivity Solutions Trade Debt $12,272 7320 Central Avenue Savannah, GA 31406 5. Estate of PJA Refund Due $4,780 c/o Kathy Winstead 9885 Penns Hill Road La Plata, MD 20646 6. Canon Financial Services Trade Debt $4,736 14904 Collections Center Drive Chicago, IL 60693-0149 7. Mike's Pest and Trade Debt $4,094 Termite Control 10400 Theodore Green Boulevard White Plains, MD 20695 8. Lifeloop Trade Debt $2,803 P.O. Box 8500 Pasadena, CA 91109-8500 9. Comcast Business Trade Debt $1,865 Attention: Law Department-Bankruptcy One Comcast Center Philadelphia, PA 19103-2838 10. Pitney Bowes Trade Debt $1,757 Global Financial Services P.O. Box 981022 Boston, MA 02298-1022 11. eMedicall Solutions Trade Debt $675 P.O. Box 1075 Sykesville, MD 21784 12. Comcast Business Trade Debt $383 Attention: Law Department-Bankruptcy One Comcast Center Philadelphia, PA 19103-2838 13. Verizon Bankruptcy Trade Debt $225 Administration 500 Technology Drive, Suite 550 Weldon Spring, MO 63304 14. Verizon Bankruptcy Trade Debt $211 Administration 500 Technology Drive, Suite 550 Weldon Spring, MO 63304 15. Estate of MFG Refund Due $99 c/o Florence Lurinsky 231 Grove Street Montclair, NJ 07042 16. Verizon Bankruptcy Trade Debt $61 Administration 500 Technology Drive, Suite 550 Weldon Spring, MO 63304 17. Estate of JHW Refund Due $19 [address unknown] 18. Chapman Property, LLC Litigation $0 c/o Amanda H. Bird-Johnson, Esquire Williams Mullen 200 South 10th Street, Suite 1600 Richmond, VA 23219 19. Charles Parker Tort Claim $0 and/or his estate 27133 Birch Manor Circle Mechanicsville, MD 20659 20. DB and/or the estate of DB Tort Claim $0 8207 Lakeview Drive Pomfret, MD 20675 CIBUS INC: Names Cornelis Broos as Interim Chief Financial Officer ------------------------------------------------------------------ Cibus, Inc. previously announced in its Current Report on Form 8-K filed on August 21, 2024 that it intended to appoint Cornelis (Carlo) Broos, the Company's Senior Vice President of Finance, to serve as Interim Chief Financial Officer in connection with Wade King's departure from the role of Chief Financial Officer. On October 1, 2024, the Company's Board of Directors formally appointed Mr. Broos as the Company's Interim Chief Financial Officer, effective immediately. Mr. Broos, age 53, has served as Senior Vice President of Finance of the Company since 2024 and has significant public finance, accounting and audit experience. Prior to his current role, Mr. Broos previously served as the Company's Vice President of Finance and Business Development after joining the Company in 2011. Before joining the Company, Mr. Broos served as the Head of Finance (Services) for Syngenta Europe Africa Middle East from 2008 to 2011, as CFO Netherlands and CFO Belgium for Syngenta from 2005 to 2008, as Group Controller for Advanta from 2002 to 2005 and as Audit Manager at Deloitte (Netherlands) from 1995 to 2002. Mr. Broos completed a Master of Science in Business Administration from Radboud University in 1995 and completed a post-master program in accountancy at Tilburg University in the Netherlands in 1999, becoming Registered Accountant (the equivalent of a CPA) in the Netherlands. Mr. Broos has no other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, nor are any such transactions currently proposed. There are no arrangements or understandings between Mr. Broos and any other persons pursuant to which Mr. Broos is being appointed as Interim Chief Financial Officer, and there are no family relationships between Mr. Broos and any director or executive officer of the Company. No new compensatory arrangements are being entered into in connection with the appointment of Mr. Broos as Interim Chief Financial Officer. Mr. King will remain employed by the Company in a non-executive role during his previously announced leave of absence. About Cibus Headquartered in San Diego, Calif., Cibus -- http://www.cibus.com/ -- is an agricultural biotechnology company that uses proprietary gene editing technologies to develop plant traits (or specific genetic characteristics) in seeds. Its primary business is the development of plant traits that help address specific productivity or yield challenges in farming, such as traits addressing plant agronomy, disease, insects, weeds, nutrient-use, or the climate. These traits are referred to as productivity traits and drive greater farming profitability and efficiency. They do this in several ways, including, but not limited to, making plants resistant to diseases or pests or enabling plants to process nutrients more efficiently. Certain of these traits lead to the reduction in the use of chemicals like fungicides, insecticides, or the reduction of fertilizer use, while others make crops more adaptable to their environment or to climate change. The ability to develop productivity traits in seeds that can increase farming productivity and reduce the use of chemicals in farming is the promise of gene editing technologies. In addition, Cibus is developing, through partner-funded projects, certain alternative plant-based oils or bio-based fermentation products to meet the functional needs of the new sustainable ingredients industry to replace current ingredients that are identified to raise environmental challenges, such as ingredients derived from fossil fuels, materials that cause deforestation, or materials that raise other sustainability challenges. San Diego, Calif.-based BDO USA, P.C., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses from operations and negative cash flows from operations. Cibus' net loss was $337.6 million for the year ended December 31, 2023. As of June 30, 2024, Cibus had $553.38 million in total assets, $246.31 million in total liabilities, $36.57 million in redeemable noncontrolling interest, and $270.50 million in total stockholders' equity. CLINE DESIGN: Unsecureds Will Get 15% of Claims over 60 Months -------------------------------------------------------------- Cline Design Group, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a Disclosure Statement for Plan of Reorganization dated September 9, 2024. The Debtor is a design and construction company that designs and builds custom homes throughout the state of Colorado. Jeffrey A. Cline, an architect and licensed general contractor, is the founder, CEO, and President. Mr. Cline owns 100% of the Debtor's shares. In the months leading up to the commencement of the Debtor's bankruptcy case, the Debtor was in the process of completing the construction and sale of custom homes it designed and built located at 1416 S. Clarkson St., Denver, Colorado 80210 ("1416 S. Clarkson") and 1941 S. Washington St., Denver, Colorado 80210 ("1941 S. Washington"). After the Debtor's bankruptcy filing on December 8, 2023, the Debtor completed construction and closed on the sale of 1941 S. Washington and completed construction of and begun to market for sale 1416 S. Clarkson. As of the Petition Date, 1416 S. Clarkson had been listed for sale for approximately 6 months. In addition to the 1416 S. Clarkson and 1941 S. Washington projects, the Debtor was on the Petition Date and continues to be engaged in the design and construction of custom homes on two additional properties, one of which the Debtor expects to complete by the end of October 2024, and one that it expects to complete by approximately March 2025 (the "Projects in Progress"). After the Petition Date, the Debtor and CoorsCrib, the Debtor's largest unsecured creditor, reached a resolution of the dispute underlying the Lawsuit and executed a settlement agreement (the "Settlement Agreement"). The Settlement Agreement provides, among other things, for a settlement payment to CoorsCrib to be paid by Mr. Cline, personally, over the course of six months, in exchange for dismissal with prejudice of the Lawsuit and disallowance of CoorsCrib's proof of claim, as well as broad mutual releases. The Bankruptcy Court entered its order approving the Settlement Agreement on May 16, 2024. Class 4 consists of General Unsecured Claims. Each holder of an Allowed Class 4 Claim shall receive a Pro Rata distribution in the amount of $500 per month for sixty months commencing the first full month following the Effective Date, which is anticipated to pay Allowed Class 4 Claims 15%. Allowed Class 4 Claims shall accrue interest at 0% per annum. The allowed unsecured claims total $199,094.27 (excludes the settled claim of CoorsCrib 2021, LLC and Scott Riopelle). The claims of CoorsCrib 2021, LLC and Scott Riopelle have been resolved pursuant to the Settlement Agreement, as discussed above. Therefore, although CoorsCrib 2021, LLC and Scott Riopelle are included in the Class 4 Claimants Chart, they will not receive distributions under the Plan and their claims are thus not included in the Class 4 claim distribution calculation. Class 5 consists of all Interests. All equity interests in the Reorganized Debtor shall be issued to Jeffrey A. Cline. On the Effective Date, all assets of the Debtor shall be transferred to the Reorganized Debtor, free and clear of all liens, claims, and interests of creditors, equity holders, and other parties in interest, except as otherwise provided herein. The Reorganized Debtor shall not, except as otherwise provided in this Plan, be liable to repay any debts which accrued prior to the Confirmation Date. The Debtor shall fund its Plan obligations with the net profits it receives from construction projects, including 1416 S. Clarkson, which is currently marketed for sale, the properties upon which its Projects in Progress are under construction, and the properties upon which its future projects are constructed, or through future capital contributions from Debtor's shareholders. A full-text copy of the Disclosure Statement dated September 9, 2024 is available at https://urlcurt.com/u?l=euD640 from PacerMonitor.com at no charge. Cline Design Group, Inc., is represented by: Aaron J. Conrardy, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: aconrardy@wgwc-law.com About Cline Design Group Cline Design Group, Inc., is a design and construction company that designs and builds custom homes throughout the state of Colorado. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-15657) on Dec. 8, 2023. The petition was signed by Jeffrey A. Cline as president. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Aaron J. Conrardy, Esq., at Wadsworth Garber Warner Conrardy, P.C., is the Debtor's counsel. CMG MEDIA: S&P Lowers ICR to 'CC' on Announced Debt Restructuring ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on CMG Media Corp. to 'CC' from 'CCC+' and its issue-level rating on the company senior secured term loan to 'CC' from 'CCC+' and its issue-level rating on the company senior unsecured notes to 'C' from 'CCC-' The negative outlook reflects that, upon the completion of the transaction, S&P expect to lower its issuer credit rating on the company to 'SD' (selective default), and its issue-level ratings on its senior secured term loan and senior unsecured notes to 'D'. CMG Media Corp. has announced a debt restructuring transaction under which it proposes to exchange its senior secured term loan due 2026 to a new senior secured term loan due 2029 and exchange its senior unsecured notes due 2027 to new second-lien senior notes due 2029. S&P said, "We view the proposed restructuring as distressed and tantamount to a default. We view the proposed debt restructuring as distressed because we view the maturity extension equates to the company's lenders receiving less than they were originally promised without offsetting adequate compensation." The proposed transaction offers to exchange the company's $2.1 billion outstanding senior secured term loan due 2026 for a $1.8 billion (following a $233 million debt paydown at transaction close) senior secured term loan due 2029. The transaction also offers to exchange the company's $606 million outstanding senior unsecured notes due 2027 for $606 million second-lien senior notes due 2029. Compensation to the term loan lenders would include a 60 basis points (bps) increase on the term loan spread to 420 bps starting in December 2026, while the senior unsecured noteholders would gain a second lien on the collateral that would secure the extended term loan. S&P said, "However, we view the 60 bps yield increase as insufficient compensation based on the current yield of the term loan of around 12%. We also do not view the additional collateral lien for the notes as offsetting compensation as it remains subordinated to the term loan." S&P said, "Additionally, we view the proposed debt exchanges as distressed, given our expectation that absent the transaction, we expect the company's gross leverage to remain elevated above 7x with free operating cash flow (FOCF) to debt coverage (through a political cycle) of less than 5% ahead of sizable debt maturities in 2026 and 2027. "If the company completes the transaction as described, we will lower our issuer credit rating on CMG to 'SD' and our issue-level ratings on its senior secured term loan and senior unsecured notes to 'D'. Following the completion of the transaction, we would review CMG's new capital structure, cash flow, and liquidity position, and reassess our ratings. "The negative outlook reflects that, upon the completion of the transaction, we expect to lower our issuer credit rating on the company to 'SD' (selective default) and our issue-level ratings on its senior secured term loan and senior unsecured notes to 'D'. "We will lower our issuer credit rating on CMG to 'SD' and our issue-level rating on the affected debt to 'D' if it completes the transaction as proposed. "We could raise our rating on CMG if it does not consummate the transaction, likely to the 'CCC' category. Under this scenario, our rating would reflect the potential for other restructuring initiatives and its ability to refinance its upcoming debt maturities while maintaining healthy free operating cash flow." COMMERCIAL FURNITURE: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Commercial Furniture Services, LLC 100 W MLK Blvd., Suite 618 Chattanooga TN 37402 Business Description: Commercial Furniture offers office furniture installation, asset management (safe storage) and logistics services. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Eastern District of Tennessee Case No.: 24-12642 Debtor's Counsel: Stephan R. Wright, Esq. WRIGHT, CORTESI @ GILBREATH 2030 Hamilton Place Blvd. Ste 240 Chattanooga TN 37421 Tel: (423) 826-6919 Email: swright@wcglegal.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jim McMenimen as co-managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GAHKETA/Commercial_Furniture_Services__tnebke-24-12642__0001.0.pdf?mcid=tGE4TAMA COSTA SHIPPING: Claims to be Paid From Available Cash and Income ---------------------------------------------------------------- Costa Shipping & Delivery, Inc., filed with the U.S. Bankruptcy Court for the Southern District of California a First Amended Plan of Reorganization. The Debtor is a corporation formed by its sole owner, director and officer, Nathan A. Costa from assets purchased from a prior logistics company. Mr. Costa, where he has all his life, resides in San Diego County. Costa Shipping & Delivery, Inc. delivers packages for FedEx pursuant to a one-year contract with FedEx that expires in January 2025. It is subject to renewal should FedEx, and Debtor, mutually agree to do so. The purpose of this case is to reorganize the Debtor's debts in accordance with the Small Business Reorganization Act (SBRA) and, in that way, preserve the existence of the Debtor as a going concern. Through the Plan, Stearns Bank, the SBA on the EIDL loan, and Itria Ventures are paid in full. Combined with the personal Plan, the Secured Vehicle Lenders, will receive 68.4322% of their prepetition claims via a combination of the payouts from the corporate Plan and the personal Plan. Corporate unsecured creditors who will receive no distribution via the personal Plan will receive an 8.3% dividend via the corporate Plan, which is more than they would receive if, instead of seeking to reorganize, the corporation had immediately liquidated. Class 2 consists of General Unsecured Creditors. The corporate creditors with debt personally guaranteed by Mr. Costa as an individual will share in a total Plan payout from Mr. Costa's personal plan of $546,599.32 or $9109.99 per month. The pro rata share of Costa Shipping & Delivery of the personal Plan payment, $2793.20, is, an item of corporate income. Corporate general unsecured creditors will also receive their share of the $98,899.78 lump sum payment. The lump sum payment set aside for the Secured Vehicle Lenders will be further divided. Unsecured creditors will also receive their pro rata share, if any, of the end of month 60 corporate capital reserve. All general unsecured creditor claims are impaired. Class 3 consists of Equity Interest Holders of the Debtor. There is only one outstanding class of stock, common stock, and it is owned 100% by Nathan A. Costa. The current shareholder will retain his ownership rights and interests without impairment. A shareholder does not have the right to vote to accept or reject this Plan. The Plan payments will be funded from the following sources: * The administrative claims of the Subchapter V Trustee and Debtor's general bankruptcy counsel, once approved by the Court, will be paid as follows: -- Funds on hand; or, -- As noted on Schedule C, in months 1 through 16 of the Plan; or -- A combination of (a) and (b). -- In the event that administrative claims are paid in full or partially from funds on hand, the end of the payments of the administrative claims and the beginning of the payments to the SBA and Itria Ventures will be adjusted accordingly. * Monthly business operational expenses, including payments to secured creditors, will be paid from: Income from business operations; and, the $2793.20 paid monthly from Mr. Costa's personal Plan to the Corporation. * Monies for unsecured creditors will be paid from: -- In month 60, the balance on the corporate distribution to Mr. Costa will be $317,307.26. This sum is an account receivable to the Corporation, and the accounts receivable are the collateral of the SBA and Itria Ventures. As such, this sum will be distributed as follows: $145,866.33 will be allocated as set forth herein to the SBA; $72,541.15 will be paid to Itria Ventures in full satisfaction of its claim; and the balance, $98,899.78 will be distributed, pro rata, to the holders of unsecured claims. -- One half of the following amounts: existing amounts in the Debtor's capital reserve account at the end of month 60 of the Plan less cash on hand at the Petition Date of $44,330. For example, if there is $80,000 of cash on hand at the end of month 60, or $35,670 ($80,000 $-44,330) shall be distributed pro rata to the Corporation's unsecured creditors. A full-text copy of the Plan of Reorganization dated September 9, 2024 is available at https://urlcurt.com/u?l=oFxSbS from PacerMonitor.com at no charge. Attorney for the Debtor: Steven E. Cowen, Esq. S. E. Cowen Law 333 H Street, Suite 500 Chula Vista, CA 91910 Telephone: (619) 202-7511 Facsimile: (619) 489-0431 Email: Cowen.steve@secowenlaw.com About Costa Shipping & Delivery Costa Shipping & Delivery, Inc., is a corporation formed by its sole owner, director and officer, Nathan A. Costa from assets purchased from a prior logistics company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-01179) on April 1, 2024, with $1 million to $10 million in both assets and liabilities. Judge Christopher B. Latham presides over the case. Steven E. Cowen, Esq., at S. E. Cowen Law, is the Debtor's bankruptcy counsel. CPI HOLDCO: Moody's Lowers CFR & Senior Secured Debt to Ba3 ----------------------------------------------------------- Moody's Ratings has downgraded the corporate family rating and senior secured bank credit facility ratings of CPI Holdco B, LLC (CPI) to Ba3 from Ba2 following the company's announcement that it had signed a definitive agreement to sell a minority stake to TPG Capital (TPG). In connection with the transaction, Moody's assigned a Ba3 rating to the proposed senior secured first lien term loan B add-on due May 2031. CPI's outlook remains stable. In exchange for a new equity contribution, TPG will acquire a significant stake in the national wealth manager. CPI's new non-fungible first lien term loan of $1,500 million will be pari passu with its existing senior secured bank credit facility. The proceeds of the issuance will be used to fund a distribution to existing shareholders. The transaction is expected to close by the end of this year or January 2025. RATINGS RATIONALE The downgrade reflects the deterioration in CPI's credit profile following the dividend recapitalization as well as the company's shift from a formerly conservative financial policy stance towards one that targets a higher leverage range. This change has led to an increase in Moody's proforma adjusted debt-to-EBITDA ratio to 5.4x for the twelve-month period ending June 30, 2024 compared to the current ratio of 2.8x for the same period. Additionally, the net proceeds of this transaction do not add cash to the company's balance sheet. However, CPI's Ba3 CFR is supported by its profitable business model which is underpinned by historically strong organic asset growth rates and a stable and productive network of advisors and financial professionals. The rating is constrained by the company's high financial leverage, concentrated ownership, low level of business diversification and sensitivity of earnings to broad financial markets. Under Moody's environmental, social, and governance (ESG) framework, Moody's lowered CPI's governance issuer profile score (IPS) to G-4 from G-3 and lowered its credit impact score to CIS-4 from CIS-3, which indicates the rating is lower than it would have been if ESG risk exposures did not exist. The change in governance score was the result of the weakened financial strategy and risk management score (lowered to 4 from 3), stemming from CPI's willingness to materially increase leverage in order fund a dividend to equity holders. While the sale of a minority stake in CPI has broadened its ownership base, control of the company is still retained by its President and CEO. CPI's business model has consistently produced profitable margins. Pretax earnings for the twelve-month period ending June 30, 2024 totaled $156 million, corresponding to a 14% pretax margin. Moody's expect the company to continue operating profitably, albeit at lower double-digit margins, even with its higher debt burden. The company is actively pursuing strategic initiatives aimed at expanding its footprint within the US wealth management sector. These initiatives include enhancing its marketing and advertising strategy with TPG's help, taking repricing actions at newly acquired firms, and expanding partnerships with certain custodians, actions that are anticipated to boost earnings and facilitate deleveraging in the coming year. Moody's expect that CPI will continue engaging in debt-funded M&A that could keep leverage elevated. The stable outlook is based on Moody's expectation that CPI will continue to grow its scale while maintaining profitability and gross leverage within levels consistent with its current rating profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS CPI's ratings could be upgraded if 1) it further diversifies its revenues while retaining similar or lower levels of risk; 2) there is continued improvement in the company's scale and competitive position, resulting in a sustained increase in pretax earnings and pretax margins above 20%, with low levels of margin volatility; 3) Moody's-adjusted debt leverage is sustained below 4.0x. CPI's rating could be downgraded if 1) there is a shift in financial policy that significantly increases debt to fund partner distributions or to help fund a substantial acquisition, driving Moody's-adjusted debt leverage above 6.0x; or 2) a retained cash flow to debt ratio below 5% on a sustained basis, especially if not accompanied by a coherent near-term deleveraging strategy; or 3) there is a meaningful decline in scale such that annual pretax earnings are sustained below $100 million, or the company is unable to navigate adverse operating environments and stabilize margins; or there is a significant failure in regulatory compliance, technology infrastructure, or other operational failure that tarnishes the company's reputation. The principal methodology used in these ratings was Securities Industry Service Providers published in February 2024. CROSS FINANCIAL: S&P Affirms 'B' Issuer Credit Rating ----------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Cross Financial Corp. S&P also assigned its 'B' issue-level rating and '3' recovery rating to the proposed $436 million first-lien term loan due 2031 and affirmed its current 'B' issue-level and '3' recovery rating on the company's existing $70 million revolver due 2029. The stable outlook reflects S&P's expectations for steady performance and for the company's overall profile to remain in line with the 'B' rating over the next 12 months. Cross Financial Corp. seeks to issue a new term loan to refinance and effectively extend the maturity of its existing debt. S&P Global Ratings revised its assessment of Cross' financial risk profile to aggressive from highly leveraged, as its updated base case now sees S&P Global Ratings-adjusted leverage and EBITDA interest coverage remaining below 5x and above 2x, respectively, on a sustained basis. S&P said, "In this leverage-neutral transaction, we expect Cross to use the proceeds from the proposed $436 million term loan due 2031 to refinance its existing $436 million term loan due 2027. Separately, in September 2024, Cross also extended the maturity on its existing $70 million revolver to 2029 from 2025 and secured more favorable pricing terms for this facility. We view these actions as favorable for the company's liquidity and overall credit profile." CTF CHICAGO: Case Summary & Four Unsecured Creditors ---------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- CTF Chicago, Inc. (Lead Case) 24-15580 3406 N. Lincoln Avenue Chicago, IL 60657 C&G Venture Concepts, Inc. 24-15582 1031 W. Madison St. Chicago, IL 60607 Crosstown Fitness-1027 W Madison, LLC 24-15585 1031 W. Madison Street Chicago, IL 60607 Crosstown Fitness 2, LLC 24-15591 3600 North Halsted St. Chicago, IL 60613 Crosstown Fitness 3, LLC 24-15592 3406 N. Lincoln Avenue Chicago, IL 60657 Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Northern District of Illinois Judge: Hon. Janet S. Baer Debtors' Counsel: Richard G Larsen, Esq. SPRINGERLARSEN, LLC 300 S. County Farm Road, Suite G Wheaton, IL 60187 Tel: 630-510-0000 Fax: 630-510-0004 E-mail: rlarsen@springerbrown.com Each Debtor's Estimated Assets: $0 to $50,000 Each Debtor's Estimated Liabilities: $1 million to $10 million The petitions were signed by Charles Graff as managing member. Full-text copies of the petitions containing, among other items, lists of the Debtors' unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FK77VSQ/CTF_Chicago_Inc__ilnbke-24-15580__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/3KMD22Q/Crosstown_Fitness_3_LLC__ilnbke-24-15592__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/L6AOTZQ/CG_Venture_Concepts_Inc__ilnbke-24-15582__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/IEBU2NA/Crosstown_Fitness-1027_W_Madison__ilnbke-24-15585__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/3DFRI3Y/Crosstown_Fitness_2_LLC__ilnbke-24-15591__0001.0.pdf?mcid=tGE4TAMA CUSTOM HOLDINGS: Case Summary & Three Unsecured Creditors --------------------------------------------------------- Debtor: Custom Holdings, Inc. 1015 Midway Road Midway, WV 25878 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: October 17, 2024 Court: United States Bankruptcy Court Southern District of West Virginia Case No.: 24-50077 Judge: Hon. B Mckay Mignault Debtor's Counsel: Paul W. Roop, II, Esq. ROOP LAW OFFICE, LC P.O. Box 1145 Beckley, WV 25802-1145 Tel: (304) 255-7667 Email: bankruptcy@rooplawoffice.com Total Assets: $1,449,570 Total Liabilities: $1,310,524 The petition was signed by Brent Moye as president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6OCS4VI/Custom_Holdings_Inc__wvsbke-24-50077__0001.0.pdf?mcid=tGE4TAMA CYTOSORBENTS CORP: Launches $20M At-the-Market Equity Offering -------------------------------------------------------------- CytoSorbents Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it has authorized the offer and sale of the Company's common stock, $0.001 par value per share, in an "at the market" equity offering under a Registration Statement on Form S-3 (No. 333-281062) filed with the Commission on July 26, 2024, as amended by an amendment filed on September 26, 2024, which was declared effective by the U.S. Securities Exchange Commission on September 30, 2024, pursuant to the terms of the Open Market Sale AgreementSM, dated December 30, 2021, by and between the Company and Jefferies LLC, with a maximum aggregate offering amount of up to $20,000,000 of Common Stock. About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure, and patient death. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations, and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. CytoSorbents reported a net loss of $28.51 million attributable to common stockholders for the year ended Dec. 31, 2023, compared to a net loss of $32.81 million attributable to common stockholders for the year ended Dec. 31, 2022. As of June 30, 2024, CytoSorbents had $53,426,791 in total assets, $36,690,188 in total liabilities, and $16,736,603 in total stockholders' equity. D.I.P. FOUNDATION: Hires Mickler & Mickler LLP as Attorney ---------------------------------------------------------- D.I.P. Foundation, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Law Offices of Mickler & Mickler, LLP as attorney. The firm will render general representation of the Debtor in the bankruptcy proceeding and the performance of all legal services for the Debtor which may be necessary. The firm will be paid at the rate of $300 to $400 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bryan K. Mickler, Esq., a partner at Law Offices of Mickler & Mickler, LLP disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bryan K. Mickler, Esq. Law Offices of Mickler & Mickler, LLP 5452 Arlington Expressway Jacksonville, FL 3211 Tel: (904) 725-0822 Fax: (904) 725-0855 Email: bkmickler@planlaw.com About D.I.P. Foundation, Inc. D.I.P. Foundation, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02977) on October 1, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Jason A Burgess presides over the case. Bryan K. Mickler, Esq. at Mickler & Mickler represents the Debtor as counsel. DENALI CONSTRUCTION: Gets Interim OK to Use Cash Collateral ----------------------------------------------------------- Denali Construction Services, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral to pay its operating expenses. The interim order penned by Judge Michelle Larson approved the use of cash collateral for the period from Oct. 4 to Nov. 4 in accordance with the budget prepared by the company, with a 5% variance per line item and a 10% overall variance. The order required Denali to hold in escrow 12.25% of its weekly net profits as adequate protection for InstaFunding, LLC (doing business as TVT SPVL), which may have security interest in the cash collateral. Meanwhile, lenders under the merchant cash advance (MCA) agreements were found by the court to be adequately protected by an equity cushion. The final hearing is scheduled for Nov. 4. About Denali Construction Services Denali Construction Services, LLC provides mechanical solutions for commercial, government, and industrial projects ranging from preventive maintenance, renovation, remodel, and retrofit to new construction ventures. Its specialty areas are municipalities, airports, schools, colleges, hospitals, secured-government facilities, correctional facilities, and manufacturers. Denali sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33155) with $1 million to $10 million in both assets and liabilities. Michelle L. Thrailkill, president and managing member, signed the petition. The Debtor is represented by Thomas Daniel Berghman, Esq., at Munsch Hardt Kopf & Harr, PC. DIEBOLD NIXDORF: Moody's Raises CFR to 'B3', Outlook Positive ------------------------------------------------------------- Moody's Ratings upgraded the credit ratings of Diebold Nixdorf, Inc., including its Corporate Family Rating to B3 from Caa1, Probability of Default Rating to B3-PD from Caa1-PD, and its senior secured term loan to B3 from Caa1. The outlook remains positive. The upgrade to a B3 CFR reflects the company's progress in achieving greater linearity of cash flows and expectations for better annual free cash flow generation than previously expected, together with a lower debt quantum that yields supportive financial leverage ratios. The positive outlook reflects expectations that the company will continue to make progress towards linearizing its quarterly cash flows, generating consistent annual free cash flow, and maintaining an adequate liquidity position through different cycles. RATINGS RATIONALE The B3 CFR reflects the company's susceptibility to macroeconomic cycles and supply chain challenges with about 40% of its revenue being hardware point-in-time sales that have declined notably amidst such headwinds. A seasonal cash flow profile, in which the first three quarters of the year have historical consumed cash flow, together with meaningful restructuring-related costs, have often pressured the credit position. The company is also exposed to a potential acceleration in the adoption of electronic payments, which could lead to reduced need for ATMs. A recent slowdown in the company's point-of-sale (POS) and Self-Checkout sales, is seemingly due to a reassessment of retailers on how to best reduce in-store shrinkage as well as inventory digestion from record shipments in recent years. These factors are tempered by a substantially reduced debt quantum since the company's Chapter 11 filing in June 2023 leading to an expected 3x debt-to-EBITDA (Moody's adjusted) at year end 2024, a strong market position in the global ATM industry with market share estimated at close to 30% with particularly good sales activity from cash recycler ATMs in North America, as well as solid—albeit still limited—progress on realizing greater linearity of cash flows, with the first half of 2024 being the best so far from a cash flow perspective since at least 2016. The company's improved liquidity position, including with its reduction of current liabilities overall and also relative to current assets as well as the absence of near-term maturities, also supports the credit profile. Liquidity is adequate and is supported by a $277 million unrestricted cash balance, about $140 million available under the company's $200 million super-priority revolving credit facility, and expectations of at least $110 million of free cash flow in 2024, followed by a higher amount expected for 2025. The revolver, which had about $39 million outstanding at June 30, 2024 plus another $20 million in letters of credit, expires in February 2027, while the $1,050 million term loan matures in August 2028. The term loan does not include financial maintenance covenants. The revolver covenants include a maximum leverage ratio of 5.25x and a minimum qualified cash balance of $65 million. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with expectations of consistent annual free cash flow generation, maintaining adequate liquidity (well above minimum cash needs, including in adverse economic or supply chain scenarios) each quarter, achieving consistency in greater cash flow linearity, as well as a track record of meeting forecasted results. The ratings could be downgraded with sustained negative free cash flow, weakening liquidity such that the overall liquidity position is tight relative to minimum cash needs, or with sustained declines of revenue and EBITDA. STRUCTURAL CONSIDERATIONS The B3 rating for the term loan reflects the B3-PD Probability of Default Rating and perfected priority security interests and liens on substantially all assets of the borrower and each guarantor, and ranking only behind the $200 million super-priority revolving credit facility, which is secured by perfected super-priority security interests on substantially all assets of the company and each guarantor. Headquartered in North Canton, OH, Diebold is a leading global provider of ATM and POS equipment, services and software to financial institutions and enterprise retailers. Banking revenue represented approximately 73% of LTM revenue, with the remainder representing sales to retail customers. Diebold acquired Wincor Nixdorf AG in 2016. Revenues in the last twelve months ended June 30, 2024, were approximately $3.8 billion. The principal methodology used in these ratings was Diversified Technology published in February 2022. EMERGENT FIDELITY: Court OKs Multi-Million FTX Estate Settlement ---------------------------------------------------------------- Kroll, the leading independent provider of global financial and risk advisory solutions, announced on Oct. 18, 2024, that a multi-million dollar settlement between the liquidators of Emergent Fidelity Technologies, Ltd. and the FTX Estate has been approved by the US Bankruptcy Court in Delaware. This settlement involves the recovery of 56 million shares in Robinhood Markets, Inc., acquired by Emergent in May 2022. Emergent is an Antiguan entity controlled by former FTX executives Sam Bankman-Fried and Zixiao "Gary" Wang. Kroll's liquidators of Emergent, Angela Barkhouse and Toni Shukla were originally appointed as Receivers over Emergent on an emergency basis to prevent assets from being sold and made inaccessible to the victims of Bankman-Fried's scheme. The U.S. Department of Justice (DOJ) took control of the assets. The liquidators from Kroll worked with the DOJ to facilitate the repurchase of shares by Robinhood, securing over $626 million for the victims of the FTX scheme. This settlement is part of the ongoing efforts to recoup assets back for the victims of Bankman-Fried's scheme. Angela Barkhouse, Head of Offshore Restructuring at Kroll commented, "The settlement is a significant step in the liquidation of Emergent Fidelity Technologies, Ltd., providing a fair and efficient resolution for all parties. It underscores our commitment to maximizing value and aims to resolve outstanding claims and facilitate the equitable distribution of assets to creditors." Advisors Emergent is represented by the liquidators, Angela Barkhouse and Toni Shukla of Kroll, Morgan Lewis & Bockius LLP as legal counsel in the United States, Forbes Hare, and Lake Kentish & Bennett in Antigua, and David Joseph KC and Alex Riddiford of Essex Court Chambers as counsel. About Kroll As the leading independent provider of financial and risk advisory solutions, Kroll leverages our unique insights, data and technology to help clients stay ahead of complex demands. Kroll's team of more than 6,500 professionals worldwide continues the firm's nearly 100-year history of trusted expertise spanning financial, risk, governance, transactions and valuation. Its advanced solutions and intelligence provide clients the foresight they need to create an enduring competitive advantage. At Kroll, our values define who it is and how it partner with clients and communities. Learn more at kroll.com. About Emergent Fidelity Technologies Emergent Fidelity Technologies is a holding company owned by FTX Group's Sam Bankman-Fried that is based in Antigua and Barbuda. Emergent Fidelity owns 55 million shares of Robinhood Markets, Inc., and $20.7 million cash, which are apparently proceeds from the sale of additional such shares. Emergent is 90% owned by Sam Bankman-Fried. Emergent Fidelity Technologies sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10149) on Feb. 3, 2023. In its petition, the Debtor reported $500 million to $1 billion in assets and liabilities. The petition was signed by Angela Barkhouse as Joint Provisional Liquidator of Emergent. MORGAN, LEWIS & BOCKIUS LLP, led by Jody C. Barillare, is the Debtor's counsel. EMG UTICA: Fitch Assigns 'BB-' First-Time LT IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned a first-time 'BB-' Long-Term Issuer Default Rating (IDR) to EMG Utica Midstream Holdings, LLC (EMG CV or Holdco). Additionally, Fitch has assigned a 'BB' senior secured rating and 'RR3' Recovery Rating to the proposed Term Loan B. The Rating Outlook is Stable. The ratings reflect EMG CV's strong credit metrics and benefits from the strategic location of its complementary assets in the core of the Utica Shale. These strengths are balanced by the company's small size and scale with counterparty concentration and volumetric exposure, potential structural subordination as a holding company, as well as the limited control arising from a minority position in the joint venture operating companies (JV Opco). The Stable Outlook reflects Fitch's expectations for favorable production dynamics in the Utica Shale to support JV Opco's steady volume increase. Key Rating Drivers Strong Expected Financial Profile: Fitch believes low leverage anchors EMG CV's credit profile and that EMG CV's EBITDA leverage and interest coverage ratio are strong for the rating category. Fitch forecasts the Holdco standalone leverage (EMG CV debt to distributions received by EMG CV) to be about 3.2x and interest coverage ratio around 4.1x in 2025. The asset footprint is largely built out and can support growth over the near term. Fitch expects the JV Opco will be able to fund capital expenditure with internally generated cash flows, limiting the need for additional debt. Small Size, Single Basin Exposure: EMG CV's ratings reflect the company's small size, as measured by annual EBITDA. Fitch expects EMG CV's EBITDA to remain below $150 million over the forecast period. Additionally, the company's assets are focused in a portion of a single producing region. Fitch views small scale, single-basin focused midstream service providers with high geographic, customer and business line concentration as relatively higher risk. Given its size and concentrated exposures, any deviation from expectations or a significant operating event with a major counterparty could significantly impact expected cash flows. Location-Advantaged Assets: EMG CV's assets are located within one of the lowest breakeven cost natural gas producing regions in the U.S. (the Appalachian Basin), where Fitch expects to see continued growth. Producers have ramped up production in the Utica Shale in 2024 in response to volatile natural gas prices but still robust natural gas liquids (NGL) prices. EMG CV's rich-gas focused asset operates an integrated system across the rich gas value chain in the region with available capacity to capture the incremental growth. EMG CV's dry-gas focused asset could contribute to stabilizing portfolio performance should producers adjust productions to higher natural gas prices. The strategic advantage of having both dry and wet gas focused assets led to double-digit growth of the combined assets for the last two years. Fitch anticipates robust near-term growth, primarily driven by higher volumes as new and existing customers invest capital in the acreage dedicated to JV Opco. Counterparty Exposure: The ratings reflect the JV Opco's concentration in high-yield and non-rated producer customers. However, Fitch notes a continuous improvement in the credit quality of those customers. EMG CV's broader risk remains aligned to Ascent Resources Utica Holdings, LLC (B+/Positive), the JV Opco's largest counterparty in which EMG also owns a significant interest, which is expected to contribute around 60% of revenues over the forecast period. Fitch believes having Ascent as JV Opco's major customer is generally positive for the company's credit profile until JV Opco adds more investment-grade counterparties contributing significantly to overall EBITDA. Volumetric Risk: The company faces volumetric exposure in its portfolio, as Fitch expects less than 10% of the JV Opco revenues to be supported by minimum volume commitment (MVC) in the forecast years. The risk is partially mitigated by the strategic and operational alliance with Ascent and its volume commitment on interstate pipelines. Additionally, a majority of the dry gas volumes benefit from cost of service provisions, such that price per unit volume increases if throughput decreases. Fitch further views this risk as modest in the near term due to favorable production dynamics in the Utica Shale. Holding Company Credit Considerations: Fitch views Holdco's limited control over JV Opco and the potential structural subordination as key credit considerations. Holdco receives cash flows after JV Opco expenses and potential debt service, which Fitch anticipates will be sufficient to service the Holdco debt. JV Opco are unlevered, and Fitch anticipates they will remain so during the forecast period. As with many joint ventures, the structure limits Holdco's ability to unilaterally control financial policies at JV Opco, including asset sales in distress situations. Derivation Summary CPPIB OVM Member U.S. LLC (CPPIB OVM; BB-/Stable) owns a 35% stake in a joint venture that provides natural gas and NGL-related midstream services in the Appalachian Basin. CPPIB is highly comparable to EMG CV, as both are holding companies with minority stakes in joint ventures. They share the same commodity focus and operate in the same basin, though CPPIB's asset is slightly larger in size. CPPIB OVM has a more diversified customer base, with the top three customers contributing 80% of revenues, one of which is a large investment-grade counterparty. This contrasts favorably with EMG CV's JV Opco, which currently derives a significant portion of its revenues from a high-yield customer. Offsetting this risk is EMG CV's modest leverage, which is expected to be about 2.0x lower than CPPIB OVM's standalone leverage and 1.0x lower than the proportionately consolidated leverage by 2025. Both companies are strongly positioned within their rating category due to their modest leverage. Key Assumptions - Fitch price deck for West Texas Intermediate (WTI) oil prices (backwardation) and Henry Hub natural gas prices (backwardation after 2026); - SOFR as forecasted in Fitch Global Economic Outlook; - Near-term volume growth supported by new customers addition and available capacity in the system; - Dry gas volumes on a steady decline; - Capex in a range of $20 million to $40 million annually over the forecast period; - No major acquisitions at either Holdco or JV Opco; - No project-level debt at JV Opco. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - More than one year of achieving Holdco standalone EBITDA leverage below 4.0x, with expectations that leverage will sustain below that level; - Increase in scale, or significant improvement in business risk from a greater proportion of Opco JV EBITDA supported by minimum volume commitment or take-or-pay contracts. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Holdco standalone EBITDA leverage expected to sustain above 6.0x; - A debt issuance or issuances at JV Opco leading to an expectation that proportionately consolidated EBITDA leverage will be above 4.0x; - A significant customer filing for, or appears to be approaching, bankruptcy; - Failure to renew key contracts at expiration; - An increase in business risk, such as generating sizeable commodity-sensitive revenues; - Holdco standalone EBITDA interest coverage expected to sustain below 2.0x. Liquidity and Debt Structure Liquidity Satisfactory: As per the term sheet, EMG CV is required to maintain liquidity of $10 million, which includes the cash balance and available commitment under its super senior revolving credit facility. The JV Opcos are unlevered and all distributable cash flow must be distributed to the owners. Fitch expects EMG CV to receive distributions to comfortably remain above its 1.1x Debt Service Coverage Ratio (DSCR) and below the 1.0x super senior secured net leverage ratio. The term sheet has a tiered cash flow sweep when EMG CV standalone leverage is greater than 3.25x. The cash flow sweep should result in stronger DSCR metrics as debt balance decreases. Issuer Profile EMG Utica Midstream Holdings LLC is a Utica Shale based midstream energy holding company established by the Energy & Minerals Group (EMG). The company's assets include EMG's minority ownership interest in MarkWest Utica EMG, LLC and Jefferson Gas Gathering Company, LLC, two joint ventures previously formed between EMG and MPLX, LP. Date of Relevant Committee Oct 3, 2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- EMG Utica Midstream Holdings LLC LT IDR BB- New Rating senior secured LT BB New Rating RR3 FAMILY OF CARE: Case Summary & Eight Unsecured Creditors -------------------------------------------------------- Debtor: Family of Care Real Estate Holding Co., Inc. 9375 Chesapeake Street, Suite 211 La Plata, MD 20646 Business Description: The Debtor is a community-focused nonprofit company that offers care and advice to seniors and their families. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court District of Maryland Case No.: 24-18782 Debtor's Counsel: Catherine Keller Hopkin, Esq. YVS LAW, LLC 185 Admiral Cochrane Drive, Suite 130 Annapolis, MD 21401 Tel: (443) 569-0788 Fax: (410) 571-2798 E-mail: chopkin@yvslaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Terry Weaver as chief financial officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TSK5BUI/Family_of_Care_Real_Estate_Holding__mdbke-24-18782__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Charles County 2024 real Property $32,474 Treasurer's Office Tax 200 Baltimore Street La Plata, MD 20646 2. Charles County 2024 Real Property $25,371 Treasurer's Office Tax 200 Baltimore Street La Plata, MD 20646 3. Charles County 2024 Real Property $3,384 Treasurer's Office Tax 200 Baltimore Street La Plata, MD 20646 4. Charles County 2024 Real Property $2,450 Treasurer's Office Tax 200 Baltimore Street La Plata, MD 20646 5. Chapman Property, LLC Litigation $0 c/o Amanda H. Bird-Johnson, Esquire Williams Mullen 200 South 10th Street, Suite 1600 Richmond, VA 23219 6. WesBanco Bank Loan Unknown Attn: Samuel Pulliam 1525 Pointer Ridge Place Bowie, MD 20716 7. WesBanco Bank Loan Unknown Attn: Samuel Pulliam 1525 Pointer Ridge Place Bowie, MD 20716 8. WesBanco Bank Loan Unknown Attn: Samuel Pulliam 1525 Pointer Ridge Place Bowie, MD 20716 FITZGERALD HILL: Trustee Taps Beacon Law Group LLC as Counsel ------------------------------------------------------------- Donald Lassman, Chapter 11 Trustee of Fitzgerald Hill, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Beacon Law Group, LLC as his counsel. The firm's services include: (a) advising the Trustee with respect to the operation of the business of the Debtor; (b) advising the Trustee with respect to the investigation of the Debtor's financial condition and the identification of the assets of the estate; (c) assisting the Trustee in the possible liquidation of the assets of the estate, including sale of the Debtor's assets; (d) examining proofs of claim filed and to be filed herein, and the possible prosecution of objections to certain of such claims; (e) assisting in the identification and prosecution of claims and causes of action that may be asserted by the Trustee; (f) assisting in the possible formulation and submission of a plan of reorganization of the Debtor and the evaluation of plans of reorganization submitted or to be submitted by other parties in interest; and (g) representing the Trustee in the general administration of the case, including drafting and filing such pleadings as the Trustee deems necessary. The firm will be paid at its usual hourly rates and will be reimbursed for expenses incurred. Adam Ruttenberg, Esq., an attorney at Beacon Law Group, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam Ruttenberg, Esq. Beacon Law Group, LLC 935 Great Plain Avenue No 116 Needham, MA 02492 Telephone: (617) 964-9833 Email: ARuttenberg@BeaconLawGroup.com About Fitzgerald Hill, LLC Fitzgerald Hill LLC sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11583) on Aug. 5, 2024. In the petition filed by John O'Toole & Grant Hester, as managers, the Debtor estimated assets and liabilities between $1 million and $10 million each. Judge Janet E Bostwick presides over the case. The Debtor is represented by Peter M. Daigle, Esq. at DAIGLE LAW OFFICE. FLEET SERVICES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Fleet Services Group, LLC 1331 N. Cahuenga Blvd., Unit #3700 Los Angeles, CA 90028 Business Description: Located in Fontana, California, Fleet Services Group is a diesel repair shop that provides fleet maintenance and repair services for light, medium, and heavy-duty fleets. With services ranging from engine repair to custom welding and fabrication, Fleet Services Group has the means and expertise to successfully perform a wide array of repair and maintenance services. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-18551 Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 8454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com Total Assets: $179,140 Total Liabilities: $1,098,325 The petition was signed by Janelle Juarez as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LUADEMI/Fleet_Services_Group_LLC__cacbke-24-18551__0001.0.pdf?mcid=tGE4TAMA FLEXACAR LLC: Updates Unsecured Claims Pay Details; Amends Plan --------------------------------------------------------------- Flexacar LLC submitted a Second Amended Disclosure Statement describing Second Amended Plan of Reorganization dated September 9, 2024. Flexacar owns real property located at 3845 Jefferson Davis Highway, Stafford, VA 22554 (the "Property") where it is landlord to several tenants, including Fonse Mechanic Shop, Peets Coffee, Clear Channel Outdoor, LLC (BillBoard One) and Bayramov Food Ventures LLC, an entity operating a food trailer business serving ice cream, pizza and subs. Flexacar's Chapter 11 Plan relies on the payment of rent from these tenants as well as income generated from businesses that are operating on the Property, which includes new value contributed by Debtor's principals, who own equity interests in some of Flexacar's current tenants. Prior to the bankruptcy filing, the tenants of the Debtor were Caspian Auto House, Inc. Peetstafford, LLC and Bryans Auto Body, LLC. Flexacar seeks through their Chapter 11 plan filing to maximize recovery to unsecured creditors by contributing its disposable income over the plan term. During the course of the bankruptcy case, Flexacar has generated monthly revenue through collection of rental income from its tenants. On average, Flexacar receives approximately $13,116.67 per month in rental income. Debtor has made all payments of regular monthly expenses and has remained current on its mortgage with Atlantic Union Bank against the Property which carries a monthly payment of $11,245.03. Flexacar obtains reimbursements from Atlantic Union as a result of swaps contained in its loan agreement in the amount of $2,911.55 per month. The Debtor's principals have made recent improvements to the Property which consist of a food truck extension to the current Peets Coffee main building that has allowed the Peets location to add a full kitchen and increase its offerings of food and beverage. Operation of the kitchen requires labor costs for one employee, food costs, and taxes, licenses and fees of approximately $5,000.00 per month. With revenues increasing $10,000.00 per month, the Peets location now generates additional profits of $5,000.00 per month. Class 4 of the Plan consists of non-priority unsecured claims of American Credit Acceptance and Automotive Finance Corporation. This class shall receive payments in the amount of $17,500.00 per month for fifteen years from the Effective Date of the Plan, except that in months three, six nine and twelve of the Plan Class 4 creditors shall not receive any payment. Class 4 claimants shall receive a total of $3,150,000.00 million dollars over the course of the Plan which shall be paid to the Class 4 creditors pro rata. Based on the proofs of claim filed in the case, ACA's claim is $31,236,285.31 and AFC's claims total $7,297,782.37. Notwithstanding the foregoing, these figures are subject to change based on payments that have been made to ACA and AFC in the Total Auto case as well as payments that will be received after liquidation of the car loan portfolio owned by Total Auto so the pro rata share of the funding paid to this class will be determined after crediting all payments made towards the respective claims of ACA and AFC. This class of claims is impaired. Class 5 consists of the non-priority unsecured claim of co-debtor, Total Auto Finance. This class shall receive payments in the amount of $17,500.00 each in months three, six, nine and twelve of the Plan for a total of $70,000.00. This class of claims is impaired. Class 6 consists of the equity interests of Elshan Bayramov and Babak Bayramov, who each own fifty percent of the Debtor. Elshan Bayramov and Babak Bayramov shall retain their fifty percent equity interests in the Debtor and shall provide new value contributions to the Plan of $3,750.00 per month. The Debtor proposes to fund its Plan of Reorganization from four sources: * disposable income generated from the real property located at 3845 Jefferson Davis Highway, Stafford, VA 22554 (the "Property") including rent from tenants as well as profits from the operation of Peets Coffee and Bayramov Food Ventures in the amount of $3,750.00 per month for fifteen years; * contributions of new value to the plan by Debtor's equity interest holders, Elshan Bayramov and Babak Bayramov in cash payments in the amount of $3,750.00 per month for fifteen years unless an auction and sale of the equity interests would produce a higher recovery for creditors. As part of the Plan, a 100% equity interest in Debtor will be marketed for sale and auctioned to any qualifying purchaser offering the highest monthly cash payments over a fifteen-year period, and said amount will be contributed to the plan funding and paid out to unsecured creditors; * repayment to Debtor of its loan to Total Property Investment LLC ("TPI") in monthly payments of principal and interest in the amount of $10,000.00 per month for thirteen years. In order to bind TPI to these payments, Debtor shall obtain the agreement of TPI to these repayment terms and TPI shall enter into a revised Promissory Note including these repayment terms. TPI is 95% owned by debtor designee, Elshan Bayramov's spouse, Fakhriyya Mammadova and the remaining 5% is owned by Elshan Bayramov. TPI owns the real property located at 3857 Richmond Hwy, Stafford, VA 22554 (adjacent to Debtor's Property). * refinance by a third-party lender of Atlantic Union Bank's secured claim on or before December 28, 2024 in the approximate amount of $1,290,340.56. With respect to the refinance of Atlantic Union Bank's secured claim, Debtor has engaged in discussions with a broker and is seeking to obtain a refinance of the Property at a loan to value ratio of seventy percent at an interest rate between eight percent and twelve percent with a monthly payment of approximately $12,000.00 per month. Debtor will seek to enter into a refinance as part and parcel to confirmation of its Chapter 11 Plan as the lenders with whom it is seeking financing must ensure the Debtor can obtain confirmation of a Plan. A full-text copy of the Second Amended Disclosure Statement dated September 9, 2024 is available at https://urlcurt.com/u?l=oUHzzl from PacerMonitor.com at no charge. Counsel for the Debtor: John P. Forest, II, Esq. 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Telephone: (703) 691-4940 Email: john@forestlawfirm.com About Flexacar LLC Flexacar LLC, r is a limited liability company which owns a 4.2 acre improved tract of land in Stafford County, Virginia with current street addresses of 3845 Richmond Highway, Stafford, Virginia (the "Property"). The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Va. Case No. 23-11984) on Dec. 6, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in both assets and liabilities. Judge Klinette H Kindred presides over the case. The Debtor tapped John P. Forest, II, Esq., as counsel. FLUID MARKET: Oct. 24 Deadline Set for Panel Questionnaires ----------------------------------------------------------- The United States Trustee is soliciting members for a committee of unsecured creditors in the bankruptcy cases of Fluid Market, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/4j4axr2t and return to Office of the United States Trustee so that it is received no later than 4:00 p.m., Thursday, Oct. 24, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Fluid Market Fluid Market, Inc., et al. 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. Fluid Market Inc. and Fluid Fleet Services, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12363) on Oct. 16, 2024. In the bankruptcy petition, Fluid Market reported $50 million to $100 million in assets and liabilities. The petition was signed by T. Scott Avila as chief executive officer. Pachulski Stang Zihel & Jones LLP serves as the Debtors' counsel. Paladin Management Group, LLC acts as the Debtors' restructuring advisor; SSG Capital Advisors, LLC acts as investment banker to the Debtors; and EPIQ Corporate Restructuring LLC is claims and noticing agent to the Debtors. FLUID TRUCK: Files for Chapter 11, Plans Sale to Kingbee Vans ------------------------------------------------------------- Fluid Truck, a leading provider of tech-enabled flexible fleet rental solutions, on Oct. 17, 2024, announced it has voluntarily filed for Chapter 11 protection in the U.S. Bankruptcy Court for the District of Delaware. The Company intends to use the bankruptcy process to implement an orderly sale of the business under Section 363 of the Bankruptcy Code to maximize value for all stakeholders while pursuing a strategic transaction aimed at driving future growth. In connection with this filing, Fluid Truck has been working with its stakeholders to negotiate the terms of an asset purchase agreement with Kingbee Vans. The Company will be filing motions shortly for approval to proceed with an auction process under court supervision, after which the Company will seek the court's approval of the sale. "After evaluating all available options amid significant liquidity constraints, we made the necessary decision to pursue a sale and restructure through a Chapter 11 process," said Scott Avila, Interim CEO and Chief Restructuring Officer of Fluid Truck. Our proposed partnership with Kingbee Vans not only secures the continuity of our operations but also expands our customer offerings with a more comprehensive range of vehicle rental solutions, especially in the fast-growing last-mile logistics space. I'm confident the decisive steps we are taking today will position Fluid Truck for a brighter, stronger future, ensuring the best possible outcome for all our stakeholders." Since its launch in 2016, Fluid Truck has revolutionized vehicle rental and truck-sharing for businesses of all sizes. From small local florists and moving companies to retail giants and the world's top logistics firms, Fluid Truck has been a vital partner in helping businesses access commercial vehicles without the burdens of ownership, particularly significant in a post-pandemic era as rising costs and demand for speed and for convenience in consumer deliveries continue to reshape the market. Since the pandemic ended, however, the Company has been challenged by a variety of issues, including delays in insurance claim collections, inflation, and a downturn in the used vehicle market, all of which ultimately constrained liquidity. Pursuing the sale to Kingbee Vans under court supervision will help resolve the Company's debt obligations, streamline operations, and emerge under new ownership with a stronger financial foundation for long-term profitability. The contemplated partnership with Kingbee Vans leverages each company's strengths -- Kingbee Vans' focus on upfitted long-term rentals and Fluid Truck's technology and flexible solutions -- to provide customers unparalleled options, particularly in last-mile logistics and long-term rentals for small and medium businesses. The Company has filed several customary motions with the Bankruptcy Court to support the continuation of its daily operations for customers, employees, vendors and other strategic business partners, including members of its Fluid Vehicle Investor Program, throughout this process. Additional information, including court filings and other materials related to the Chapter 11 case, can be found at https://dm.epiq11.com/case/fluidtruck/info. Fluid Truck is being advised by the law firm of Pachulski Stang Ziehl & Jones LLP, Paladin as Chief Restructuring Officer and Financial Advisor, and SSG Capital Advisors as Investment Banker. About Fluid Truck Fluid Truck helps businesses and individuals rent commercial vehicles at the tap of a button. Fluid Truck offers a wide array of trucks, vans, electric vehicles, and more through its mobile app and website 24/7, 365 days a year. Launched in 2016, Fluid Truck is a national company used by businesses of all sizes to flexibly and affordably build their fleet, manage employee scheduling on-the-go, and activate zero-emission last-mile delivery services, free from the hassles of ownership. FORM TECHNOLOGIES: Moody's Alters Outlook on 'B3' CFR to Positive ----------------------------------------------------------------- Moody's Ratings has affirmed the B3 corporate family rating and B3-PD probability of default rating assigned to Form Technologies LLC (Form Technologies). Moody's also assigned a B3 rating to the planned senior secured bank credit facilities (first lien term loan and first lien revolving credit facility) that the company announced earlier. The ratings on Form Technologies' existing senior secured bank credit facilities – first lien, first out revolving credit facility and term loan rated B2 and first lien, last out term loan rated Caa2 – are unaffected and will be withdrawn when the transaction closes. The outlook has been changed to positive from stable. The proceeds of the $650 million term loan, a very modest draw on the new revolver and an aggregate of $275 million of new common and preferred equity will be used to repay the existing bank credit facilities and pay fees and expenses. The refinancing including the equity component will reduce total debt by about $230 million. At the same time, the company's existing $275 million preferred equity will be converted to common equity. The positive outlook reflects the potential for credit metrics to sequentially strengthen through 2026 should the company grow its earnings and cash flow. Form Technologies' recent launches of new programs in the company's aerospace & defense, advanced driver assistance systems, hardware and enterprise technology segments are designed to support Moody's projection of low- to mid-single digit revenue growth in the next two to three years. Achieving its targets, coupled with cost savings initiatives, would lower debt/EBITDA to below 5.5x by the end of 2025. Additionally, the refinancing reduces liquidity risk because the new term loan will mature in 2030 rather than 2025 for the existing credit facilities. Pro forma debt/EBITDA at June 30, 2024 will improve to about 6.0x from 7.8x. RATINGS RATIONALE Form Technologies' B3 CFR reflects the company's high financial leverage – Moody's calculate pro forma debt/EBITDA at June 30, 2024 of about 6.0x – and modest EBITA/interest expense coverage of about 1.0x. Despite good end-market diversity, demand is cyclical from exposure to the macroeconomic cycle and the short-cycle nature of demand in certain segments. The company's earnings will benefit from higher order volumes as inventory destocking by customers ceases as 2024 winds down. Price increases enacted in 2023 and new program launches will also support improvements. Moody's project the company will achieve about breakeven free cash flow in 2025 while it increases investment for organic growth initiatives. The company has a diverse customer base and differentiated product offering. Because of highly engineered processes and unique tooling designs inherent in the company's businesses, Form Technologies benefits from its sole source position in many of the products it manufactures. Following the close of the transaction, Form Technologies' liquidity will be adequate. Moody's project close to break even free cash flow in 2025 with cash of about $25 million. The company's $100 million revolving credit facility, expiring in 2029, will be used for seasonal working capital needs though is sufficiently sized. The credit facility will contain a springing maximum first lien net leverage maintenance covenant with a level still to be determined. The covenant will be tested when 35% or more of the revolver is drawn. Moody's don't expect the company will need to test the covenant. Alternate liquidity is considered modest as all assets of the borrower and guarantors will be pledged to secure the debt. The proposed senior secured bank credit facility is rated B3, the same as the CFR, as the new credit facilities will make up a preponderance of the company's debt. This is one notch lower than the existing senior secured first lien debt rating of B2 because the last out loan that currently holds the first loss position in the capital structure will be retired in the refinancing. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity subject to the greater of 100% of closing date EBITDA and 100% of consolidated EBITDA, plus unlimited amounts subject to the closing date first lien net leverage ratio. There is no maturity sublimit. The credit agreement is expected to include "J. Crew" and "Serta" protections. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company effectively manages the execution risk of its organic growth initiatives, generates positive free cash flow and maintains adequate liquidity. A rating upgrade would also require debt/EBITDA sustained below 5.5x with EBITA/interest exceeding 1.5x. Ratings could be downgraded if the refinancing transaction does not close or if liquidity weakens with continued negative free cash flow. Ratings could also be downgraded if debt/EBITDA approaches 7.0x with EBITA/interest sustained below 1.0x. Headquartered in Charlotte, North Carolina, Form Technologies LLC is a manufacturer of precision, engineered metal components using die casting and precision investment casting capabilities and metal injection molding technologies. Annual revenue is around $900 million. The company is currently owned by Partners Group, Kenner & Company and American Industrial Partners and management. The principal methodology used in these ratings was Manufacturing published in September 2021. FOUR SEAS: Seeks to Hire Essex Richards as Bankruptcy Counsel ------------------------------------------------------------- Four Seas Mobile Catering, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Essex Richards, P.A. as bankruptcy counsel. The firm will provide these services: a. provide legal advice concerning the responsibilities as a Chapter 11 debtor-in-possession and the continued management of the its business; b. negotiate, prepare and pursue confirmation of a Chapter 11 plan and approval of disclosure statement, and all related reorganization agreements and or documents; c. prepare all necessary motions, applications, reports, orders, objections and the like associated with prosecuting the Chapter 11 case; d. prepare and appear in Bankruptcy Court to protect the Debtor's best interest; e. preform and the appear in Bankruptcy Court to protect the Debtor's best interest; and f. prosecute and defend the Debtor in all adversary proceedings related to the base case. The firm will be paid at these rates: John C. Woodman $400 per hour Paralegal $175 per hour Staff $65 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. John C. Woodman, Esq., a partner at Essex Richards, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John C. Woodman, Esq. ESSEX RICHARDS PA 1701 South Boulevard Charlotte, NC 28203 Tel: (704) 377-4300 Fax: (704) 372-1357 Email: jwoodman@essexrichards.com About Four Seas Mobile Catering, LLC Four Seas Mobile Catering, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-30880) on October 8, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Ashley Austin Edwards oversees the case. John C. Woodman, Esq. at Essex Richards represents the Debtor as counsel. GALAXY NEXT: Plan Exclusivity Period Extended to Oct. 21 -------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia extended Galaxy Next Generation, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to October 21 and December 20, 2024, respectively. As shared by Troubled Company Reporter, the Debtor is authorized to operate its business as debtor-in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Debtor explains that cause exists for granting the requested extension of the exclusive periods for filing a Chapter 11 plan and soliciting acceptances thereof. Since the commencement of the Case, the Debtor has worked diligently to maintain continuity in the everyday operation of its business, while simultaneously working to preserve and build the value of its assets. The Debtor claims that it is in discussions with the Committee and other major constituents regarding the framework for a consensual plan. While such discussions have been fruitful, the parties need additional time to negotiate the provisions of any such plan. Galaxy Next Generation, Inc., is represented by: Ashley R. Ray, Esq. Scroggins & Williamson, P.C. 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Tel: (404) 893-3880 Fax: (404) 893-3886 Email: aray@swlawfirm.com About Galaxy Next Generation Galaxy Next manufactures and distributes interactive learning technologies and enhanced audio solutions within commercial and educational markets. Galaxy Next Generation, Inc., in Toccoa, GA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 24-20552) on May 9, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Magen McGahee as CFO, signed the petition. SCROGGINS & WILLIAMSON, P.C., serves as the Debtor's legal counsel. GGI HOLDINGS: RSG Wins $7.85M Settlement in Gold's Gym Bankruptcy ----------------------------------------------------------------- A federal bankruptcy court judge in Dallas has awarded $5 million, plus attorneys' fees, to compensate RSG Group USA for the non-disclosure of a post-petition, seven-year global licensing agreement of the iconic brand, which previous management executed without bankruptcy court approval. RSG Group USA bought the company's assets at auction in 2020 for nearly $100 million with the goal of reinvesting in and reinvigorating the iconic brand after years of venture capital ownership, which culminated in its bankruptcy filing during the COVID pandemic. RSG Group USA discovered the existence of the post-petition global license of Gold's Gym's valuable trademarks after winning the bankruptcy auction and executing a purchase agreement that did not list the new license in any of its schedules. Unlike a typical "buyer beware" scenario, RSG Group USA had negotiated robust representations and warranties to ensure that it was acquiring Gold's Gym's valuable intellectual property assets, including its trademarks, "free and clear" of all "encumbrances" unless disclosed in the purchase agreement. RSG Group USA was ultimately able to negotiate a buyout of the undisclosed license agreement in March 2021, allowing it to move forward with its plans to revitalize the Gold's Gym brand around the world, but not without incurring significant legal fees and expenses to do so. What followed was a three-year legal battle to recoup the damages caused by failure to identify and disclose the post-petition licensing agreement during the bankruptcy process. Dallas attorneys Dawn Estes, Jennifer Henry, and Kim Winnubst of Estes Thorne Ewing & Payne PLLC represented RSG Group USA together with Sam Maisel and Casey Doherty of Dentons at the two-week trial heard in May and June 2023 by Judge Scott Everett of the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. Shelby Angel, General Counsel for RSG Group USA, and Susan Hannagan, Senior Counsel for RSG Group USA, managed and guided the litigation internally for RSG. "This was a complex case with a number of intricate legal and factual layers to sort through. We are thankful to Judge Everett for taking his time in exploring the facts in issuing his opinion," Estes said of the court's final 74-page ruling awarding RSG $5 million, plus legal fees and costs. The parties agreed to dismiss all appeals after reaching an agreement on the $7.85 million total, including fees and expenses, to be paid to RSG Group USA. A malpractice suit filed by the bankruptcy trustee against Dykema, the law firm that represented the debtors in the bankruptcy case, is still ongoing. The case is In re: GGI Holdings, LLC, et al., Debtors. Case No 20-31318-swe11, U.S. Bankruptcy Court for the Northern District of Texas, Dallas. About Estes Thorne Ewing & Payne PLLC Estes Thorne Ewing & Payne is Women's Business Enterprise Certified and a member of the National Association of Minority and Woman Owned Law Firms. Its Chambers USA and Best Law Firms-honored collaborative team of highly experienced attorneys represents clients nationwide in business litigation and family law matters. About Gold's Gym Founded in 1965, Gold's Gym operates a network of company-owned and franchised fitness centers. It owns and operates approximately 95 gyms domestically, and holds franchise agreements for more than 600 gyms domestically and internationally. Its majority owner is TRT Holdings, Inc. -- acquired the business in 2004. GGI Holdings, LLC, Gold's Gym International, Inc., and other related entities sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31318) on May 4, 2020. GGI Holdings was estimated to have assets and debt of $50 million to $100 million. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel. BMC Group Inc. is the claims agent. GOKADA INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Gokada, Inc. 4023 Kennett Pike, #50727 Wilmington, DE 19807 Business Description: Gokada is a mile delivery service in Nigeria. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-12377 Debtor's Counsel: Gregory W. Hauswirth, Esq. CAROTHERS & HAUSWIRTH LLP 1007 N. Orange Street, 4th Floor Wilmington, DE 19801 Tel: 302-332-7181 E-mail: ghauwswirth@ch-legal.com Debtor's Co-Counsel: LEECH TISHMAN ROBINSON BROG, PLLC Total Assets: $564,132 Total Liabilities: $5,436,522 The petition was signed by Olutosin Oni as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/D3XGTLY/Gokada_Inc__debke-24-12377__0001.0.pdf?mcid=tGE4TAMA GREAT EASTERN: Hires Cherry Bekaert Advisory as Tax Accountant -------------------------------------------------------------- Great Eastern Group Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Cherry Bekaert Advisory LLC as tax accountant. The firm will render these services: (a) prepare 2023 federal and state/local income and/or franchise tax returns with supporting schedules, as prepared in the prior year: Massachusetts, New York, Rhode Island, and Virginia; and (b) compute tax depreciation expense. The firm has agreed to perform the foregoing services for $11,000 plus a 5 percent technology fee. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ronnie Johnson, CPA Cherry Bekaert Advisory LLC 2811 Ponce de Leon Blvd., Suite 500 Coral Gables, FL 33134 Telephone: (786) 693-6300 Facsimile: (305) 492-7990 About Great Eastern Group Great Eastern Group Inc. provides engineering services. The Company specializes in submarine telecommunications, marine, environmental, and alternative energy engineering services. Great Eastern Group serves government and commercial sectors in the States of Florida, Rhode Island, Washington, and Virginia. Great Eastern Group Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-15582) on June 4, 2024. In the petition signed by Virginia J. Hoffman, as president, the Debtor reports total assets of $1,587,987 and total liabilities of $13,552,66. The Honorable Bankruptcy Judge Scott M. Grossman oversees the case. The Debtor is represented by Brett Lieberman, Esq. at EDELBOIM LIEBERMAN PLLC. GRIFFIN RESOURCES: Hires Wanger Jones Helsley as Legal Counsel -------------------------------------------------------------- Griffin Resources, LLC seeks approval from the U.S. Bankrutpcy Court for the Eastern District of California to hire Wanger Jones Helsley as counsel. The firm will render these services: a. take all necessary actions to protect, preserve and represent the Debtor in Possession, including, if required by the facts and circumstances, the prosecution of actions and adversary or other proceedings on the Debtor in Possession's behalf; the defense of any actions and adversary or other proceedings against the Debtor in Possession; negotiations concerning all disputes and litigation in which the Debtor in Possession is involved, and, where appropriate, the filing and prosecution of objections to claims filed against the Debtor in Possession; b. prepare on behalf of the Debtor in Possession, all necessary applications, motions, answers, orders, briefs, reports and other papers in connection with the administration of the estate; c. develop, negotiate and promulgate a plan; and d. perform other legal services as requested. The firm will be paid at these rates: Attorneys $185 to $610 per hour Paralegals $125 to $180 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Prior to the filing of the petition, the Debtor paid a retainer to the firm. After deducting fees and expenses in filing the petition, the remaining balance of the retainer in the amount of $155.37 was placed in the firm's trust account. Riley Walter, Esq., a partner at Wanger Jones Helsley, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Riley C. Walter, Esq. Danielle J. Bethel, Esq. Wanger Jones Helsley 265 E. River Park Circle, Suite 310 Fresno, CA 93720 Tel: (559) 490-0949 Email: rwalter@wjhattorneys.com dbethel@wjhattorneys.com About Griffin Resources, LLC Griffin Resources is a manufacturer of animal foods. Griffin Resources, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-12873) on October 2, 2024, listing $50 million to $100 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by Stephen J. Griffin as managing member. Judge Jennifer E Niemann presides over the case. Riley C. Walter, Esq. at WANGER JONES HELSLEY represents the Debtor as counsel. GUIDED PATHS: Disposable Income to Fund Plan Payments ----------------------------------------------------- Guided Paths, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Plan of Reorganization dated September 9, 2024. The Debtor was formed as Guided Paths, Inc. on June 21, 2013. It was founded by Jonathan Wright and Dawayne Taylor, who are both Richmond residents. Since its inception, the Company has focused on providing mental health counseling services to citizens in the greater Richmond area. It provides mental health skill building and diagnosis for adults aged 18 and over, intensive in-home for children, adolescents and young adults, and crisis stabilization services for at-risk populations. The Company attempted to cut expenses but, ultimately in June 2024 after increased pressure and collection activities from certain creditors, was forced to pause operations. After btaining advice from various professionals, the Debtor determined that filing for relief under Subchapter V of Chapter 11 of the Bankruptcy Code was not only in its best interest, but in the best interest of all its creditors and stakeholders. Since filing, Debtor has continued to focus its operations on the core profitable business. Debtor has paid all pre-petition wages to employees pursuant to the Court's Order and has begun rehiring employees and providing services to clients. The financial projections show that the Debtor will have projected disposable income of $508,080.55. The final Plan payment is expected to be paid on January 15, 2029. After consultation with the Subchapter V Trustee, the Debtor decided to pursue a Plan funded through future income that allows it to make payments to creditors over a span of four years. Accordingly, the Debtor has proposed its Plan of Reorganization, which provides for payment of Allowed Claims as provided under the Bankruptcy Code. Class 3 consists of Allowed Unsecured Claims. Class 3 shall consist of all Holders of Allowed Claims that are General Unsecured Claims. General unsecured creditors will be paid quarterly on a pro rata basis from Projected Disposable Income with funds remaining after the payment in full of all priority tax claims, secured claims, and administrative expenses. The first payment is estimated to begin 28 months from the Effective Date and will continue for 21 months (7 quarterly payments) from the first payment in this class. Class 4 shall consist of all Holders of Debtor’s Equity Security who shall receive nothing under the Plan other than a release of any and all claims the Debtor may have against said person as of the Effective Date and excluding any obligation created by this Plan. Mr. Taylor and Mr. Wright will hold the equity in the Reorganized Debtor. Mr. Taylor and Mr. Wright shall continue to provide all necessary services during the term of this Plan and in connection with the same shall in the aggregate receive no more than (a) $260,000 per year and (b) $1,040,000 until all payments have been made under this Plan. The plan will be funded from the monthly disposable income of the Debtor. Debtor will set aside monthly payments in the amount of $5,000.00 for the first ten months and $12,052.63 for the next thirty-eight months to fund the plan, beginning on the fifteenth day of the third month following the Effective Date. The Debtor will deposit said amount into a separate account to be maintained solely for the purpose of making distributions under this Plan. The total funding for the plan will be $508,080.55. The first Plan payment is anticipated to be made on January 15, 2025. The final Plan payment is expected to be paid on January 15, 2029. A full-text copy of the Plan of Reorganization dated September 9, 2024 is available at https://urlcurt.com/u?l=jcuOx8 from PacerMonitor.com at no charge. Counsel for the Debtor: Christopher M. Winslow Esq. WINSLOW, MCCURRY & MACCORMAC, PLLC 1324 Sycamore Square Midlothian, VA 23113 Telephone: (804) 423-1382 Facsimile: (804) 423-1383 Electronic Mail: chris@wmmlegal.com About Guided Paths Guided Paths, Inc., is a provider of mental health counseling services to citizens in the greater Richmond area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-32195) on June 11, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Christopher Mark Winslow, Esq., at Winslow, McCurry & MacCormac, PLLC represents the Debtor as legal counsel. HARVEY LANDHOLDINGS: Seeks to Hire Jones & Walden as Attorney ------------------------------------------------------------- Harvey Landholdings LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Jones & Walden LLC as attorneys. The firm will render these services: (a) prepare pleadings and applications; (b) conduct of examination; (c) advise the Debtor of its rights, duties and obligations as a debtor-in-possession; (d) consult with the Debtor and represent the Debtor with respect to a Chapter 11 plan; (e) perform those legal services incidental and necessary to the day-to-day operations of Debtor's business; (f) take any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $300 to $475 per hour Paralegals and law clerks. $110 to $200 per hour The firm holds a retainer in the amount $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leslie Pineyro, Esq., a partner at Jones & Walden 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: Leslie M. Pineyro, Esq. Jones & Walden LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Telephone: (404) 564-9300 Email: lpineryo@joneswalden.com About Harvey Landholdings Harvey Landholdings LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-60343) on Sept. 30, 2024. In the petition filed by Donald K. Harvey, as manager, the Debtor estimated assets between $1 million and $10 million and liabilities between $500,000 and $1 million. The Debtor is represented by Leslie Pineyro, Esq. at JONES & WALDEN LLC. HAWTHORNE FOOD: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hawthorne Food Company 117 Beaver Street, Suite 100 Waltham, MA 02452 Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court District of Massachusetts Case No.: 24-12096 Judge: Hon. Janet E Bostwick Debtor's Counsel: Lee Harrington, Esq. ASCENDANT LAW GROUP, LLC 2 Dundee Park Drive Suite 102 Andover, MA 01810 Tel: 617-840-2755 Email: lh@ascendantlawgroup.com Debtor's Financial Advisor: WYSE ADVISORS Debtor's Claims, Noticing & Solicitation & Administrative Agent: EPIQ SYSTEMS Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by William Deacon as CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KWQCNAI/Hawthorne_Food_Company__mabke-24-12096__0001.0.pdf?mcid=tGE4TAMA HDC HOLDINGS: Oct. 21 Deadline Set for Panel Questionnaires ----------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of HDC Holdings II, LLC, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/2sbbj9dx and return by email it to Rosa Sierra - Rosa.Sierra-Fox@usdoj.gov - at the office of the united states trustee so that it is received no later than 4:00 p.m., Oct. 21, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. 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. HOLY REDEEMER: Moody's Cuts Revenue Bond Rating to B1, Outlook Neg. ------------------------------------------------------------------- Moody's Ratings has downgraded Holy Redeemer Health System's (PA) (dba Redeemer Health, RH) revenue bond rating to B1 from Ba2. The outlook remains negative. RH had approximately $132 million of total debt outstanding (including $97 million of tax-exempt bonds) as of fiscal 2023. The downgrade to B1 reflects RH's ongoing operating cash flow losses and cash declines, as well as a likely breach of its fiscal 2024 debt service coverage covenant, which would require a consultant call in. Failure to improve operating performance to levels sufficient to meet the covenant in fiscal 2025 could result in an event of default under the Master Trust Indenture (MTI) and could lead to debt acceleration. Elevated governance risk related to financial strategy and track record is a key driver to this rating action. RATINGS RATIONALE The B1 rating is supported by RH's stable market position and still adequate, but declining liquidity levels with 91 days cash on hand. A key challenge to reversing poor operating performance includes recruiting and retaining staff. In addition, reducing high lengths of stay in the acute care business will be critical. RH is working with a consultant on identifying additional improvement initiatives to prevent a covenant breach in fiscal 2025. Management risk is also higher with the recent retirement of the CEO during significant financial stress. Additional pressures include RH's highly competitive and consolidated service area and liquidity risk associated with a portion of investment allocated to less liquid private equity strategies. RATING OUTLOOK The negative outlook reflects the likelihood of continued operating cashflow losses especially in light of significant labor headwinds. The outlook also considers the increased risk of debt acceleration if operating performance does not improve to levels sufficient to meet the debt service coverage covenant in fiscal 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Significant and sustained improvement in operating performance -- Durable growth in liquidity absent additional debt FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Failure to show quarterly incremental improvement in operating performance with prospects of achieving at least breakeven OCF margin by FYE 2025 -- Increased likelihood of violation of financial covenant leading to an event of default in fiscal 2025 -- Material decline in days cash on hand and cash to debt LEGAL SECURITY Bonds are secured by a gross receipts pledge and a mortgage pledge of the hospital land and buildings. The obligated group currently includes Holy Redeemer Health System and Holy Redeemer Physician Services. PROFILE RH is a Catholic healthcare and health services provider serving southeastern Pennsylvania and New Jersey. RH operates a 239-bed community hospital and various nursing, independent living, home care and hospice facilities. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in February 2024. HOUSTON TRUCK: Hires Baker & Associates as Bankruptcy Counsel ------------------------------------------------------------- Houston Truck Wash & Lube, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Baker & Associates as attorneys. The firm will render these services: (a) analyze the financial situation, and render advice and assistance to the Debtor; (b) advise the Debtor with respect to its duties; (c) prepare and file all appropriate legal papers; (d) represent the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; (e) represent the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where its rights may be litigated or otherwise affected; (f) prepare and file a Disclosure Statement (if required) and Chapter 11 Plan of Reorganization; and (g) assist the Debtor in any matters relating to or arising out of the captioned case. The firm received a retainer in the amount of $11,738. Baker applied $1,738 of such amount for filing fees and other amounts for pre-petition fees and expenses. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Reese Baker, Esq., a partner at Baker & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane Ste. 300 Houston, TX 77024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About Houston Truck Wash Houston Truck Wash & Lube, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34706) on October 6, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Jeffrey P Norman presides over the case. Reese W Baker, Esq. at Baker & Associates represents the Debtor as counsel. HUMANA INC: Moody's Affirms '(P)Ba1' Preferred Shelf Rating ----------------------------------------------------------- Moody's Ratings has affirmed Humana Inc.'s senior unsecured debt rating of Baa2 (Humana, NYSE: HUM) and the short-term commercial paper rating of P-2. Moody's also affirmed Humana's senior unsecured shelf rating of (P)Baa2, subordinate shelf rating of (P)Baa3, and preferred shelf rating of (P)Ba1. The rating agency also affirmed the A2 insurance financial strength (IFS) ratings of its operating subsidiaries, Humana Insurance Company (HIC) and Humana Medical Plan, Inc. (HMP). The outlooks on Humana and its subsidiaries, HIC and HMP, were changed to negative from stable. RATINGS RATIONALE The affirmation of Humana's senior unsecured debt ratings reflect its strong business profile in recent years while maintaining a stable financial profile. The company has achieved a number two market share, and an industry growth leader, in the fastest growing market in health insurance, Medicare Advantage (MA). Additionally, the company has increased diversification in recent years through non-insurance acquisitions like Kindred, which it acquired in 2021, and other investments in senior focused primary care, home health, and pharmacy. Humana has now established an integrated health insurance and services company while maintaining solid margins and striving for operational improvements. However, the negative outlook reflects the near term challenges in Humana's primary line of business, MA, including increased utilization of benefits impacting the medical loss ratio, pricing and benefit considerations to improve operating margins, and mitigating the likely earnings decline in 2026 when a decline in CMS rebates and bonus payments for lower 2025 MA Star ratings takes effect, absent a successful appeal and/or mitigation efforts. Additionally, Humana's limited product diversification, highlighted by its concentration in MA makes the company vulnerable to legislative and/or regulatory reform. As of June 30, 2024 Humana's adjusted debt-to-capital (where debt includes operating leases) was 44.6%. Although this has recently increased and is above Moody's expectation (40%) for the current rating, Humana has reduced leverage over the last few years from 45.1% at year-end 2021 due to its strong cash flows, and Moody's expect leverage to decline over the remainder of the year. As of June 30, 2024, the parent company had $1.3 billion in cash. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, there is limited upward pressure, but the outlook could change back to stable in case of: 1) Adjusted financial leverage and debt-to-EBITDA is reduced and sustained at around 40% and 2.0x, respectively; 2) EBITDA margins are sustained above 4%; 3) successful diversification outside of Medicare Advantage and continued organic membership growth; and 4) a consolidated risk-based capital (RBC) ratio that is maintained at or above 225% of company action level (CAL). Conversely, the ratings could be downgraded if the following occur: 1) adjusted financial leverage is sustained above 45% and debt-to-EBITDA above 3.0x; 2) EBITDA margins fall below 3% on a sustained basis; 3) the consolidated RBC ratio decreases to below 175% CAL; 4) a meaningful decline in Medicare Advantage membership. The principal methodology used in these ratings was US Health Insurers published in February 2024. Humana Inc. is headquartered in Louisville, Kentucky. For the six months ended June 30, 2024, the company reported GAAP revenues of $59.2 billion. At June 30, 2024 shareholders' equity was $16.7 billion and total medical membership (excluding 2.3 million standalone PDP members) was approximately 14.0 million. HUNT COMPANIES: Moody's Affirms 'B2' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings affirmed the B2 corporate family rating and B2 senior secured notes rating of Hunt Companies, Inc. The outlook is stable. RATINGS RATIONALE Hunt's B2 ratings reflect its highly levered but diversified portfolio of mostly fee-based operating businesses focused on the infrastructure and real estate sectors. It also reflects the company's aggressive growth strategy of expanding its range of investments into new businesses, particularly in its infrastructure segment, which provides diversification but detracts from the visibility of earnings. It also reflects the company's small scale relative to other business services peers, high financial leverage (including non-recourse debt), and a portfolio of mostly encumbered assets, which limits financial flexibility. Hunt's high leverage is partially mitigated by its portfolio of owned real estate assets, including rental properties and land holdings, which are mostly financed through non-recourse loans but where it benefits from residual values. The firm faces headwinds from the current real estate market, marked by relatively high financing costs and an increase in operating expenses. Certain segments of Hunt's real estate business -- particularly raw land, lot sales and construction services -- are more sensitive to economic cycles than its other businesses, leading to periodic earnings volatility. Nevertheless, Hunt has a successful track record operating in these businesses, and a high proportion of fee income from contractual property, facility and project management businesses, which provide a strong base of recurring earnings. Hunt's liquidity is adequate due to its modest cash flows, supported by approximately $283 million in cash and access to a partially drawn $90 million secured revolving credit facility, which expires in April 2026. The firm's near-term debt maturities include non-recourse mortgages and notes payable of $14 million due in 2024 and $78 million due in 2025. Recourse maturities at the parent holding company include $635 million of senior secured notes, however not due until April 2029. Positively, the company's fee-based businesses mainly utilize third-party private capital to fund new investments, thereby reducing the need for incremental debt at the parent level. The stable rating outlook incorporates Moody's expectation that Hunt's diversified operating businesses and ongoing capital investments focused mainly on infrastructure assets will result in stability to earnings and leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Hunt increases its scale as well as exhibits greater visibility and predictability of cash flows through cycles. In addition, Hunt would need to sustain debt/EBITDA materially below 8x (including non-recourse debt) for us to consider an upgrade. A ratings downgrade could result from a material deterioration in operating performance. The ratings could also be downgraded should the company fail to generate positive free cash flow over a two year period or should debt/EBITDA increase above 12x (including non-recourse debt). The principal methodology used in these ratings was Business and Consumer Services published in November 2021. IMPERIAL TOBACCO: Plans to Settle Tobacco Litigation in Canada -------------------------------------------------------------- Imperial Tobacco Canada issued the following statement regarding its ongoing Companies' Creditors Arrangement Act proceedings and the court-appointed mediator's and monitor's plan of compromise and arrangement, which was filed in the Ontario Superior Court of Justice. Eric Gagnon, Vice President, Corporate and Regulatory Affairs for Imperial Tobacco Canada stated, "Today marks an important step towards a potential settlement. Since filing for CCAA protection in 2019, Imperial Tobacco Canada has been working in good faith under the direction of the mediator to resolve all tobacco litigation in Canada." The plan resolves all Canadian tobacco litigation and provides a full and comprehensive release to Imperial, BAT and all related entities for all tobacco claims. This settlement will be funded by the cash on hand and the cash generated from the future sale of tobacco products in Canada while at the same time maximizing recovery for the creditors. It also allows the Canadian tobacco companies to continue operating as a going concern for the benefit of all stakeholders. "Imperial Tobacco Canada is supportive of the settlement framework and structure in the mediator's and monitor's plan of arrangement and the progress that has been made, and we remain hopeful that a comprehensive settlement can be achieved quickly. We look forward to working towards a final agreement that is in the best interests of all stakeholders, including the claimants, and bringing this process to a successful conclusion." added Mr. Gagnon. About Imperial Tobacco Imperial Tobacco Canada is Canada's leading tobacco and nicotine products company and is part of the world's most international tobacco group: BAT. At BAT, its purpose is to create A Better Tomorrow(TM) by Building a Smokeless World. INFINERA CORP: Stockholders Approve Merger With Nokia Corporation ----------------------------------------------------------------- Infinera Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 27, 2024, Infinera, Nokia Corporation, and Neptune of America Corporation entered into an Agreement and Plan of Merger that provides for Neptune to merge with and into Infinera, with Infinera surviving the Merger as a wholly owned subsidiary of Nokia. In connection with the Merger, Infinera held a special meeting of stockholders on October 1, 2024, at 10:00 a.m., Pacific time. As of August 14, 2024, the record date for the Special Meeting, there were 235,773,288 shares of Infinera's common stock issued, outstanding and entitled to vote at the Special Meeting. Each Share was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, 156,904,523 Shares were present in person or represented by proxy, which constituted a quorum. The following proposals were considered and approved at the Special Meeting: 1. Proposal to adopt the Merger Agreement; and 2. Proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Infinera to its named executive officers in connection with the Merger. The third proposal relating to the postponement or adjournment of the Special Meeting was rendered moot and was not presented at the Special Meeting as a result of the approval of the first proposal. About Infinera Corp. Headquartered in Sunnyvale, Calif., Infinera Corp. -- www.infinera.com -- is a semiconductor manufacturer and global supplier of networking solutions comprised of networking equipment, optical semiconductors, software and services. The Company's portfolio of solutions includes optical transport platforms, converged packet-optical transport platforms, compact modular platforms, optical line systems, coherent optical engines and subsystems, a suite of automation software offerings, and support and professional services. Leveraging its U.S.-based compound semiconductor fabrication plant and in-house test and packaging capabilities, the Company designs, develops and manufactures indium phosphide-based photonic integrated circuits for use in its vertically integrated, high-capacity optical communications products. Infinera reported a net loss of $25.21 million for the year ended Dec. 30, 2023, compared to a net loss of $76.04 million for the year ended Dec. 31, 2022. As of June 29, 2024, Infinera had $1.52 billion in total assets, $604.45 million in total current liabilities, $660.42 million in long-term debt, $14.52 million in long-term accrued warranty, $21.98 million in long-term deferred revenue, $1.69 million in long-term deferred tax liability, $44.79 million in long-term operating lease liabilities, $39.38 million in other long-term liabilities, and $131.59 million in total stockholders' equity. * * * Egan-Jones Ratings Company, on September 18, 2024, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corporation. INSPIREMD INC: Registers 2.2M Shares for 2024 Inducement Plan ------------------------------------------------------------- InspireMD, Inc. filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering 2,200,000 shares of common stock, par value $0.0001 per share, reserved and available for issuance under the 2024 Inducement Plan of InspireMD, Inc. On September 30, 2024, the compensation committee of the Company's board of directors adopted the Inducement Plan, pursuant to which the Company reserved 2,200,000 shares of Common Stock, to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual's entry into employment with the Company within the meaning of Nasdaq Listing Rule 5635(c)(4). The Inducement Plan provides for the grant of equity-based awards in the form of nonqualified stock options, restricted stock awards and restricted stock unit awards. The Inducement Plan was adopted by the Company's Compensation Committee without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4). A full-text copy of the Registration Statement is available at: https://tinyurl.com/23xvx6ft About InspireMD InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company headquartered in Tel Aviv, Israel, focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. The Company reported a net loss of $19.92 million in 2023, a net loss of $18.49 million in 2022, a net loss of $14.92 million in 2021, a net loss of $10.54 million in 2020, and a net loss of $10.04 million in 2019. As of June 30, 2024, InspireMD had $55.7 million in total assets, $8.9 million in total liabilities, and $46.8 million in total equity. InspireMD said in its Quarterly Report for the period ended June 30, 2024, that as of August 5, 2024 (the date of issuance of the condensed consolidated financial statements), the Company has the ability to fund its planned operations for at least the next 12 months. However, the Company expects to continue incurring losses and negative cash flows from operations until its product, CGuard EPS, reaches commercial profitability. Therefore, in order to fund the Company's operations until such time that the Company can generate substantial revenues, the Company may need to raise additional funds. "Our plans include continued commercialization of our products and raising capital through the sale of additional equity securities, debt, or capital inflows from strategic partnerships. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations. If we are unsuccessful in commercializing our products or raising capital, we may need to reduce activities, curtail or cease operations," the Company said in the SEC filing. INVO BIOSCIENCE: Signs $384K Cash Advance Deal With Cedar Advance ----------------------------------------------------------------- INVO Bioscience, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission on September 25, 2024, the Company entered into a Standard Merchant Cash Advance Agreement with Cedar Advance, LLC under which Cedar Advance purchased $384,250 of the Company's future sales for a gross purchase price of $265,000. The Company received net proceeds of $251,750. Until the purchase price has been repaid, the Company agreed to pay the Buyer $9,606 per week. The Company intends to use the proceeds for working capital and general corporate purposes. The Company received approval from its senior secured lender, Decathlon Alpha V, L.P. to consummate the Transaction pursuant to an Amended and Restated First Amendment to Revenue Loan and Security Agreement, dated September 29, 2023, between the Company and Decathlon. Pursuant to the Amendment, the minimum interest multiples set forth in the Revenue Loan and Security Agreement will automatically increase by 0.15x as of December 1, 2024 if the Company does not receive equity investments in the net amount of $1,000,000 by November 30, 2024. Decathlon, the Buyer, and the Company also signed a subordination agreement in which the Buyer subordinated its rights under the transaction to those of Decathlon. About INVO Bioscience Inc. INVO Bioscience, Inc. is a healthcare services fertility company dedicated to expanding the assisted reproductive technology marketplace by making fertility care more accessible and inclusive to people around the world. Its commercial strategy is primarily focused on operating fertility-focused clinics, which includes the opening of dedicated "INVO Centers" offering the INVOcell and IVC procedures (with three centers in North America now operational) and the acquisition of U.S.-based, profitable in vitro fertilization clinics (with the first acquired in August 2023). The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. For the years ended December 31, 2023 and 2022, INVO Bioscience incurred a net loss of approximately $8.0 million and $10.9 million, respectively. As of June 30, 2024, INVO Bioscience had $18,031,759 in total assets, $16,668,243 in total liabilities, and $1,363,516 million in total stockholders' equity. IVANKOVICH FAMILY: Seeks to Extend Plan Exclusivity to December 9 ----------------------------------------------------------------- Ivankovich Family LLC, and affiliates asked the U.S. Bankruptcy Court for the Southern District of Florida to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to December 9, 2024 and February 5, 2025, respectively. The Debtors, since filing this case, have focused on preparing accountings of assets, marshaling documents relating to the assets and investments of the Debtors, and putting in place a potential plan of reorganization. While the Debtors have succeeded in retaining appropriate professionals, the accounting process is taking a little longer than originally expected and the professionals have requested additional time to prepare appropriate tax returns and financial statements on the Debtors' investments. The Debtors explain that neither the companies nor any other party in interest will be in a position to build consensus for a Chapter 11 plan until after the Judicial Settlement Conference, anticipated to be scheduled for November 2024, is completed because this case revolves around the accountings and resolution of disputed claims. The extension of the Exclusive Periods requested herein will enable the Debtors to formulate a potentially consensual Chapter 11 plan and present that plan to parties in interest after that date. Thus, the extension will not result in a delay of the process to formulate a Chapter 11 plan. To the contrary, the requested extension of the Exclusive Periods will permit the plan process to move forward in an orderly fashion and with better information for all stakeholders. The Debtors claim that termination of exclusivity could be very disruptive to the Debtors' efforts to develop a Chapter 11 plan. At this time, the Debtors are in the middle of dealing with accountings, preparation of taxes, and preparation for a Judicial Settlement Conference. Moreover, if exclusivity terminates and competing Chapter 11 plans are filed, resources and energy will necessarily be diverted from negotiating a consensual Chapter 11 plan to prosecuting and defending competing Chapter 11 plans. Accordingly, the Debtors should be granted a full and fair opportunity to negotiate, propose and seek acceptance of a Chapter 11 plan. The Debtors are seeking a sixty-day extension of the Exclusive Periods to afford the Debtors sufficient time to incorporate any resolution from the Judicial Settlement Conference into a potential consensual Plan. The Debtors believe that the requested extension of the Exclusive Periods is warranted and appropriate under the circumstances, particularly since the Motion is the Debtors' first request for an extension. Further, the Debtors submit that the requested extension is reasonable and necessary, will not prejudice the legitimate interest of creditors and other parties in interest, and will afford the Debtors a meaningful opportunity to pursue a consensual plan, all as contemplated by Chapter 11 of the Bankruptcy Code. Counsel for the Debtors: Eyal Berger, Esq. AKERMAN LLP 201 East Las Olas Boulevard, Suite 1800 Fort Lauderdale, FL 33301 Tel: 954-463-2700 Fax: 954-463-2224 Email: eyal.berger@akerman.com -and- Amanda Klopp, Esq. AKERMAN LLP 777 South Flagler Drive Suite 1100 – West Tower West Palm Beach, Florida 33401 Tel: 561-653-5000 Fax: 561-659-6316 Email: amanda.klopp@akerman.com About Ivankovich Family LLC Ivankovich Family LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 24-15755) on June 10, 2024, listing under $1 million in both assets and liabilities. Steven Ivankovich and Anthony Ivankovich, managers, signed the petitions. Eyal Berger, Esq., at Akerman, LLP serves as the Debtors' counsel. JANE STREET: Moody's Rates Up to $1BB in Proposed Secured Notes Ba1 ------------------------------------------------------------------- Moody's Ratings assigned Ba1 rating to Jane Street Group, LLC's proposed senior secured notes. The issuance of around $1 billion in new senior secured notes due 2032 also does not affect Jane Street's Ba1 long-term issuer rating and stable outlook. RATINGS RATIONALE Jane Street plans to use the net proceeds from the proposed debt issuance for general corporate purposes; and Moody's expect the company to eventually deploy most of the funds as trading capital within its strategies across a broad group of asset classes. The proposed senior secured notes will rank pari-passu with Jane Street's other debt and accordingly Moody's assigned Ba1 rating to the proposed senior secured notes in line with its Ba1 issuer rating. In addition to Jane Street, JSG Finance, Inc. - a wholly owned subsidiary of Jane Street - will be the co-issuer of the proposed notes. Jane Street's creditworthiness and its Ba1 issuer rating is underpinned by its profitable track record and the prominence of its deliberative risk management culture. It has comprehensive oversight from a highly engaged ownership and leadership team, and robust levels of capital. Jane Street has derived long-standing benefits from its highly selective employee recruiting and development process, as well as continued investment in its IT infrastructure, which combined have been crucial factors in its ongoing success. Additionally, Jane Street has a resilient balance sheet characterized by a strong equity capital base, modest leverage, rapidly turning positions, tactical use of crash protection and prudent liquidity. Jane Street's credit profile is constrained by elevated levels of operational and market risk in its relatively narrow market making activities, that could result in severe losses and a deterioration in liquidity and funding in the event of a risk management failure. Jane Street is also partially reliant on prime brokerage relationships to ensure the appropriate functioning of its business activities. However, the firm has also fortified its funding relationships by adding new prime brokers, extending funding lock-up periods and maintaining access to clearing and settlement. Outlook The stable outlook is based on Moody's expectation that Jane Street's credit profile will continue to benefit from the firm's strong profitability, high level of equity capital, modest use of leverage and prudent liquidity. Moody's also expect that Jane Street's leaders will maintain a risk aware culture and effective controls - suitable to high frequency electronic trading and to manage growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade -- Continued growth in market share across a broad set of asset classes while diversifying revenue through the development of lower-risk and profitable business activities. -- Substantial reduction of trading capital mix in less-liquid and higher-risk assets -- Demonstration of the firm's ability to manage its expansion in size and complexity while retaining its deliberative risk management and partnership culture Factors that could lead to an downgrade -- Increase its risk appetite or suffer from a significant risk management or operational failure -- Experience adverse changes in corporate culture or management quality -- Experience a substantial and sustained decline in profitability caused by changes in the market or regulatory environment -- Increase its capital distributions in a manner that is not commensurate with its historic trends or change its funding mix to a significantly heavier weighting towards long-term debt and away from equity resulting in a substantial increase in its balance sheet leverage. The principal methodology used in this rating was Securities Industry Market Makers published in June 2024. JANE STREET: S&P Assigns 'BB' Rating on Senior Secured Notes ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue rating to Jane Street Group LLC's announced issuance of senior secured notes due 2032 (around $1 billion). Although the company is expanding its trading operations quickly, S&P believes its funding and capital position remain consistent with our current ratings. The company's capital position remains solid and a strength for the rating thanks to record net income this year and strong earnings retention accreting to the capital base. S&P expects Jane Street's risk-adjusted capital ratio to remain well in excess of 13% pro forma for the debt issuance (versus 16.0% at the end of June 2024), one of the highest ratios of the high-frequency trading firms it rates globally. Jane Street has added $3.85 billion in stable funding this year, supporting the company's funding position overall. Specifically, this year, it has issued $3 billion of notes (including the issuance) and two term loan upsizes in January and September totaling $850 million. JKJC ENTERPRISE: Amends Several Secured Claims Pay Details ---------------------------------------------------------- JKJC Enterprise Inc. submitted a Final Subchapter V Plan of Reorganization dated September 9, 2024. The Debtor is a family owned and operated freight transport company which provides freight transport throughout the United States for a fee. Class 1 consists of the Allowed Secured Claim of Ally Financial. The Class 1 Claim is secured by a first priority lien on one 2023 Altro Dry Van with VIN 3ELA6RX21PG002371 and one 2021 Toyota Tundra with VIN 5TFAY5F18MX982691 (the "Class 1 Collateral"). The Debtor will promptly return the 2023 Altro Dry Van with VIN 3ELA6RX21PG002371 upon the Effective Date to Ally. Moreover, Ally shall receive an Allowed Secured Claim of $48,175.00, which represents the value of the 2021 Toyota Tundra. In full satisfaction of its Allowed Class 1 Claim, Ally shall retain its lien against the Class 1 Collateral and shall receive payment of its Class 1 Claim in full through equal monthly payments over a period of sixty months at the rate of 7% per annum. The balance of Ally's Claim shall be entitled to receive treatment as an Allowed General Unsecured Claim. Upon payment of the Class 1 Claim in full, the Allowed Secured Claim of Ally shall be fully satisfied, and any associated liens and UCC-1 filings (if any) shall be released, withdrawn, or terminated. Class 1 is Impaired. Class 4 consists of the Allowed Secured Claim of Cadence Bank. The Class 4 Claim is secured by a blanket lien on all the Debtor's business assets (the "Class 4 Collateral"). The value of Cadence's lien is $42,393.00; therefore, Cadence shall receive an Allowed Secured Claim of $42,393.00. In full satisfaction of its Allowed Class 4 Claim, Cadence shall retain its lien against the Debtor's assets to the same extent, priority, and interest as the Petition Date, and shall receive equal monthly payments over a period of sixty months at 8.5% interest. Class 9 consists of the Allowed Secured Claim of Midland States Bank. The Class 9 Claim is secured by a first priority lien on two Kenworth vehicles with VINs ending in 4717 and 5311 (the "Class 9 Collateral"). Debtor shall cooperate and surrender the 2023 Kenworth T680 with a VIN ending in 5311 by September 11, 2024, and promptly notify Midland once the T680 equipment is returned. For the Kenworth T880 with a VIN ending in 4717, Midland shall receive an Allowed Secured Claim of $135,000.00. In full satisfaction of its Allowed Secured Class 9 Claim, Midland shall retain its lien against the Class 9 Collateral and shall receive payment of its Class 9 Claim in full through equal monthly payments at 7.00% interest per annum over a period of seventy-two months, equaling $2,301.62 per month. The balance of Midland's Claim shall be entitled to receive treatment as an Allowed General Unsecured Claim. Upon payment of the Class 9 Claim in full, the Allowed Secured Claim of Midland shall be fully satisfied, and any associated liens and UCC-1 filings (if any) shall be released, withdrawn, or terminated. Class 9 is Impaired. Class 10 consists of the Allowed Secured Claim of Mitsubishi HC Capital America, Inc. The Class 10 Claim is secured by a first priority lien on two Kenworth vehicles with VINs ending in 2987 and 5692 and one MAC Dump Trailer with a VIN ending in 6176 (the "Class 10 Collateral"). Mitsubishi shall receive an Allowed Secured Claim of $330,000.00, which represents the total value of the Class 10 Collateral. Specifically, VIN 2987 is worth $132,500.00, VIN 5692 is worth $132,500.00, and VIN 6176 is worth $65,000.00. In full satisfaction of its Allowed Secured Class 10 Claim, Mitsubishi shall retain its lien against the Class 10 Collateral and shall receive payment of its Class 10 Claim in full through equal monthly payments at 7.00% interest per annum over a period of seventy-two months, totaling $5,626.17. The balance of Mitsubishi's Claim shall be entitled to receive treatment as an Allowed General Unsecured Claim. Upon payment of the Class 10 Claim in full, the Allowed Secured Claim of Mitsubishi shall be fully satisfied, and any associated liens and UCC-1 filings (if any) shall be released, withdrawn, or terminated. Class 10 is Impaired. Like in the prior iteration of the Plan, the Debtor's projected disposable income is $13,404.20 per year. The Debtor anticipates this projected disposable income to stay consistent for all 3 years following the Effective Date. In full satisfaction of the Allowed Class 14 General Unsecured Claims, Holders of Class 14 Claims shall receive a pro rata share of Distributions totaling $40,500.00. The Plan contemplates the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations. It is anticipated the Debtor's postconfirmation business will mainly involve continued operation of its freight hailing, the income from which will be committed to make the Plan Payments. The Debtor has procured new contracts that will provide enough income to meet the figures provided in the attached projections. Funds generated from the Debtor's operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Final Subchapter V Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=K9KS0I from PacerMonitor.com at no charge. The Debtor's Counsel: Justin M. Luna, Esq. LATHAM LUNA EDEN & BEAUDINE LLP 201 S. Orange Avenue Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About JKJC Enterprise JKJC Enterprise Inc. is a family owned and operated freight transport company which provides freight transport throughout the United States for a fee. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01175) on March 11, 2024, with up to $10 million in both assets and liabilities. Katia Soler, president, signed the petition. Judge Tiffany P. Geyer oversees the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP, is the Debtor's legal counsel. JW'S AT THE MALLARD: Seeks 30-Day Extension of Plan Filing Deadline ------------------------------------------------------------------- JW's at the Mallard, LLC and Higher Heights Learning Academy asked the U.S. Bankruptcy Court for the Eastern and Western District of Arkansas to extend its period to file a plans for 30 days. The Debtors have been preparing such plans with the expectation that any pre-petition arrearages due to AS-Sami, LLC, the landlord, would be between $20,000.00 and $30,000.00. AS-Sami, LLC filed its proof of claim and a motion for relief on September 24, 2024 indicated a pre-petition arrearage in the amount of $128,400.00. The Debtors reasonably relied on prior representations of AS-Sami, LLC regarding past-due amounts; and its notice regarding the $128,400.00 pre-petition arrearage is on the eve of the plan filing deadlines. The Debtors claim that they will need to determine whether a consensual plan is feasible with the greatly increased pre petition arrearage claimed by AS-Sami, LLC; whether the claim is objectionable; and whether a non-consensual plan will allow the Debtors to reorganize and cure the pre-petition arrearage if such arrearage is not objectionable. The Debtors assert that they will not be able to complete these determinations within the 4 days remaining until the deadline to file the plans. The Debtors further assert that they should not justly be held accountable for their inability to timely file their plans. Accordingly, the Debtors request that the deadlines to file plans be extended by 30 days. JW's at the Mallard, LLC is represented by: William F. Godbold, IV Natural State Law, PLLC 8201 Ranch Blvd. Ste. B-1, Little Rock, AK 72223 Tel: (501) 916-2878 About JW's At The Mallard JW's at the Mallard, LLC, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-12156) on July 1, 2024, with $50,001 to $100,000 in both assets and liabilities. Judge Phyllis M. Jones presides over the case. William F. Godbold, IV, Esq., at Natural State Law, PLLC, is the Debtor's legal counsel. LEAFBUYER TECHNOLOGIES: Delays Annual Report for FY Ended June 30 ----------------------------------------------------------------- Leafbuyer Technologies Inc. disclosed in a Form 12b-25 Report filed with the U.S. Securities and Exchange Commission the delay in the filing of its Annual Report for the period ended June 30, 2024. The Company said it is currently in the process of re-reviewing 2023 fiscal year and auditing 2024 fiscal year following the SEC order on May 3, 2024, regarding the suspension of service of BF Borgers CPA and rule 102. About Leafbuyer Greenwood Village, Colo.-based Leafbuyer Technologies, Inc., is a marketing technology company for the cannabis industry and is an online cannabis resource. The Company's clients, medical and recreational dispensaries in legalized cannabis states, along with cannabis product companies, subscribe to its technology platform to assist in new customer acquisition. It provides retention tools to those companies that include texting/loyalty and ordering ahead technology. As of March 31, 2024, the Company had $155,942 in cash and cash equivalents and a working capital deficit of $2,011,802. The Company is dependent on funds raised through equity financing. The Company's accumulated deficit through March 31, 2024, of $25,225,958 was funded by debt and equity financing, and it reported a net loss from operations of $697,253 for the nine months ended March 31, 2024. Leafbuyer said, "Accordingly, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued." LEASING TRUCK: Hires Kutchins Robbins and Diamond as Accountant --------------------------------------------------------------- Leasing Truck Solution Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Kutchins Robbins and Diamond, Ltd. as its certified public accountants. The firm's services include: (a) filing Federal and State of IL tax returns; (b) making sure that Debtor stays in compliance with monthly and quarterly tax forms to be filed with the IRS and State of IL; (c) maintaining books and accounting records needed to operate the business; and (d) offering professional tax advice and accounting device to assist the Debtor with their financial operations. The Debtor proposes to retain the accountant for $5,000 followed by a $5,000 per month retainer. As disclosed in court filings, Kutchins Robbins and Diamond and its attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gene Barinholtz Kutchins Robbins and Diamond, Ltd. 35 E. Wacker Dr. Suite 690 Chicago, IL 60601 Telephone: (312) 201-6450 Facsimile: (312) 201-1286 About Leasing Truck Solution Inc. Leasing Truck Solution Inc. is a truck and trailer leasing company in Carol Stream, Illinois. Leasing Truck Solution Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09880) on July 8, 2024. In the petition filed by Igor Terletsky, as president, the Debtor reports total assets of $1,960,000 and total liabilities of $9,106,341. Honorable Bankruptcy Judge Timothy A. Barnes oversees the case. The Debtor is represented by David Freydin, Esq. at the LAW OFFICES OF DAVID FREYDIN. LIFE TIME: Fitch Assigns 'BB+' Rating on New Term Loan ------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to Life Time, Inc.'s (LTH) new term loan, with a Recovery Rating of 'RR1'. The new term loan represents a significant step towards addressing $1 billion of the issuer's $1.4 billion in maturities due in 2026, which includes $925 million of secured bonds and $475 million in unsecured bonds. This assignment follows Life Time Group Holdings, Inc.'s recent upgrade to 'BB-' with a Stable Outlook. The ratings and Outlook reflect Life Time Group Holdings, Inc.'s strong market position, financial flexibility, and robust cash generation before growth capex, offset by its aggressive growth strategy, low customer switching costs, and inherent cyclical risk in the sector. Fitch believes Life Time's exposure to high-income markets and its unique suite of services offer it some protection from macroeconomic headwinds relative to other fitness center operators in the space. Key Rating Drivers Rapid Deleveraging: Life Time's leverage profile has stabilized from Covid-19 pandemic levels and continues to decline, with EBITDAR leverage improving to 5.1x in FY 2023, from 7.2x in 2022. Pro forma for the debt reduction associated with the equity offering, Fitch calculates EBITDAR leverage below its positive sensitivity threshold of 4.5x. Fitch forecasts EBITDAR leverage decreasing to 4.3x by FYE 2024 and 4.1x in 2025 due to large revenue increases and slight EBITDA margin expansion. Thereafter, Fitch estimates EBITDAR leverage will remain in the 4.0x-4.5x range. The deleveraging is primarily driven by revenue growth with sustained margins in addition to meaningful debt paydown. Management targets net EBITDA leverage of 2.5x. Fitch forecasts net leverage will decline below this target by 2025. Strong Center Economics: LTH has succeeded in attracting an affluent customer base to its centers resulting in high spending at its locations on services and relatively inelastic price sensitivity. As of May 2024, LTH members had a median household income of $157,000, 1.6x higher than their respective trade area. As of Dec. 31, 2023, 80% of members owned a home and approximately 58% were part of couples or family memberships, which typically engage more with its centers. The average member visits their club 12 times a month, driving additional revenue opportunities. Location services that provide additional revenue include personal training, café, spa, aquatics, racquet sports, kids camp, and chiropractic services. Additionally, price increases have proven inelastic, and clubs continue to see high demand, including some with waitlists. LTH has some capacity to increase revenues through member churn as average member dues are at $184 per month and average new joining member rates are $215 per month, representing a $19 million monthly revenue opportunity. Sale-Lease backs Gaining Momentum: After a slowdown in sale-leaseback (SLB) executions due to the rising rate environment, LTH has executed on several large SLB transactions grossing $213 million year to date. LTH's execution of its asset-light real estate strategy with SLBs has enabled it to expedite growth and increase its center footprint. Since 2015, when the issuer owned most of their properties, LTH has opened 38 centers with net invested capital (after SLBs) of $627 million, increasing its portfolio to 172 total centers. As of December 2023, approximately 66% of LTH centers were leased including approximately 88% (33) of new centers opened since 2015. SLBs decrease financial flexibility at the center level by introducing a sizeable rent expense and increase the potential volatility of profits in the event of a downturn; however, Fitch expects center economics to remain strong as the issuer continues to increase center efficiencies to drive revenue growth. Fitch also capitalizes higher rental costs using an 8x rent multiple to account for this increased risk. Asset-light opportunities: LTH has been able to expand to new markets where property values were a deterrent in the past through its asset-light strategy. LTH's reputation as a reliable tenant relative to other fitness operators results in favorable lease terms often spanning over 25 years. LTH being perceived as an "anchor tenant" has also gained traction with the issuer being pursued to replace previously stressed big-box fashion chains or theaters. Improved Profitability: Fitch forecasts EBITDA margins improving from 15% in 2022 to 25% in 2024. Center operation margins have improved, driven by increased membership spend at existing facilities with fixed costs and reduced labor pressures. In G&A, Life Time has made substantial cuts to labor in sales and other middle-management roles. Management noted that sales has transitioned to a lower-cost concierge model, as most of its new memberships are done online. Cyclical Industry: The Gym, Health & Fitness Clubs industry is highly cyclical. Fitch believes Life Time's affluent member pool and high membership utilization offer some protection from cyclical factors; however, recognizes that there remains the inevitable risk of membership fluctuations in the event of a recession. While Life Time's month to month membership plans are attractive for new and seasonal joiners, they also leave the issuer exposed to sharp membership declines in the event of an economic shock. In the current economic environment, premium operators are expected to face difficulties as consumer spending slows down, resulting in reduced spending over time. While Life Time's business model has proven resilient to these factors thus far, evidenced by their recent earnings results, they will have to continue to offer unique services (swimming pools, pickleball, etc.) and position themselves as the choice operator amongst affluent gym clients. Derivation Summary The fitness industry credit risk profile is typically in the single 'B' to 'CCC' category across various operators, reflecting the high risk inherent in the sector and for many issuers, lingering effects of post-pandemic trends. This range is influenced by a common set of industry challenges including membership attrition, cyclicality, and the necessity to optimize club and studio portfolios. Moreover, characteristics such as volatile earnings and aggressive growth ambitions are prevalent among these companies. Negative FCFs and high leverage are also common. These factors contribute to most credit ratings being speculative, with each entity's position largely dependent on its unique business model, market segment focus, and financial resilience. Fitch sees potential for higher ratings in the 'BB' category if a scaled operator exhibits strong FCFs and a relatively conservative financial policy. Among premium fitness operators, Life Time holds a 'BB-' rating. It benefits from its large scale, diversified offerings, and stable cash flow, supported by a wealthy customer base with low price sensitivity. Deuce Midco Limited, operating as David Lloyd Leisure (DLL), runs health clubs in the Republic of Ireland and mainland Europe. Fitch rates DLL at 'B'. The Issuer Default Rating (IDR) reflects its high EBITDAR leverage above 6.5x and neutral to positive cash generation. DLL operates 132 clubs compared to LTH's 175. An unrated peer in the space is Equinox. Equinox is similar to LTH in its premium price point and services but primarily operates in metro areas, attracting wealthier individuals as opposed to families. Budget gym operators tend to expand geographically more aggressively than premium operators. This is driven by a larger target demographic, a cost-effective model due to fewer services, and easier replication. This aggressive expansion typically results in leverage more consistent with 'CCC+' and 'B-'. Budget operators within the budget segment, such as Planet Fitness, Pure Gym, and Crunch franchisees, have a range of ratings reflecting their varying scales, business models, and financial policies. Pinnacle Bidco plc (Pure Gym; B-) benefits from its scale, value-focused model, and high EBITDAR margins (due to low services), enhancing its credit standing despite a high-leverage growth strategy. Other franchisees typically fall within the 'CCC+' to 'B' rating range, constrained by limited scale and often high leverage. Franchisors, such as Planet Fitness Inc., likely benefit from greater diversification and scale, lower operating leverage due to less exposure to leases, and more predictable revenue streams from their franchise model. This model provides a steady flow of franchise fees and reduces the variability associated with direct operations, positioning the franchisor favorably within the budget fitness segment. Boutique operators such as SoulCycle and Orange Theory have been particularly impacted by the shift toward at-home fitness trends, exemplified by the rise of Peloton. This model's reliance on studio-based attendance and narrow offerings faces threats from new fads and workout trends (e.g., CrossFit), the growing consumer preference for convenience, and the integration of technology into home workouts. Despite strong brand recognition and a dedicated following, these industry shifts necessitate strategic adjustments to maintain competitive edge and navigate the post-pandemic fitness landscape. Key Assumptions - Revenue rise of 17% in 2024, 11% in 2025, and high-single digits 2026 and 2027. Growth is strong due to robust average center revenue per member increases and continued maturation of new centers. Expansion slows as centers mature and rises in membership dues slow due to increased price sensitivity of members; - Fitch assumes nine new centers in 2024, 11 in 2025 and increasing marginally thereafter. Fitch assumes five to seven SLBs annually recouping about $40 million per transaction with the remaining builds financed with cash. Fitch assumes less SLBs than new ground-up builds as the issuer remains prudent over SLB opportunities; - EBITDA margins remain stable at about 25% throughout the forecast as operating leverage efficiencies in selling, general and administration are offset by higher lease expense as issuer continues asset-light expansion; - CFO margin remains at about 21%-22%. CFO less maintenance capex remains at about 15%; - Capital intensity remains in the 20% in the near term to 30% in the outer years of the forecast. In the near-term, the issuer benefits from timing of new expenditures on new builds which can take multiple years; - Positive FCF (pre-SLBs) in 2023 due to lower capex but negative FCF thereafter as issuer remains aggressive in spending on expansion. FCF is neutral to positive net of SLBs throughout the forecast and remains at about 15% of revenue before growth capex; - EBITDAR leverage declines to 4.3x in 2024 and steadily declines to 3.8x by 2027. Concurrently, EBITDA leverage declines to 2.6x in 2024 and 1.8x by 2027; - Fitch assumes LTH recoups $124 million from the share offering using most of the proceeds to prepay debt; - Fitch assumes successful refinancing of all 2026 maturities at market rates. Base interest rates applicable to its outstanding variable-rate debt obligations reflects the Secured Overnight Financing Rate forward curve. Recovery Analysis Fitch does not employ a bespoke analysis in recovery ratings at the 'BB-' to 'BB+' IDRs. Life Time's senior secured bank facility and senior secured notes are considered Category 1 first lien debt. As such, the senior secured debt is rated 'BB+'/'RR1', two notches above the IDR. The unsecured notes are rated 'BB-'/'RR4', the same as the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDAR leverage sustaining below 4.0x; - Robust FCF generation excluding sale leasebacks; - Successful execution of growth strategy resulting in increased scale and revenue diversification. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDAR leverage sustaining above 4.5x; - EBITDAR Fixed Charge Coverage declining below 2.0x; - Asset quality decline evidenced by same center volume or margin deterioration. Liquidity and Debt Structure Liquidity Robust: As of June 30, 2024, LTH had $35 million in cash and $379 million available on its revolving credit facility. The revolver has since been increased to $650 million and Fitch estimates $440 million is available (before letters of credit) after the company drew $210 million to prepay its term loan. The company's cash flow from operations (CFO) margin was about 21% in 2023, and Fitch expects it to remain between 21% and 22%. Although the majority of this cash generation is allocated to growth capex, the issuer has the flexibility to pay down debt. FCF before growth capex remains consistently positive, except in the pandemic-affected years. Additionally, LTH has a substantial real estate portfolio with a net secured collateral coverage ratio of 1.6x pro forma for the refinancing. Maturities Concentrated in 2026: The $1 billion new term loan will partially pay address the $1.4 billion in debt maturing in 2026, which includes $925 million of secured bonds and $475 million in unsecured bonds. LTH was able to access the capital markets while under stress from the pandemic and is in a far stronger financial position today. Management has publicly expressed confidence in their ability to refinance and aim to reduce their overall cost of debt. Issuer Profile Life Time Group Holdings, Inc. is a leading lifestyle brand and fitness center operator. As of June 30, 2024, Life Time operated 175 fitness centers in 31 states and one Canadian province and served over 1.5 million individual members. Date of Relevant Committee 19 August 2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Life Time, Inc. senior secured LT BB+ New Rating RR1 LIFE TIME: Moody's Affirms 'B2' CFR & Alters Outlook to Positive ---------------------------------------------------------------- Moody's Ratings affirmed the B2 Corporate Family Rating and B2-PD Probability of Default Rating of Life Time, Inc. Concurrently, Moody's assigned a B2 rating to the proposed $1 billion senior secured first lien term loan due 2031 and downgraded the rating on the senior secured revolving credit facility to B2 from B1. Moody's took no action on the existing B1 rating on the senior secured notes due 2026 and the Caa1 rating on the senior unsecured notes due 2026. Moody's also upgraded its speculative grade liquidity rating (SGL) to SGL-2 from SGL-3 and changed the rating outlook to positive from stable. Life Time will utilize the proceeds from the proposed term loan issuance along with another $400 million of secured debt to repay the existing $925 million senior secured notes due 2026, redeem the existing $475 million senior unsecured notes due 2026, and pay transaction fees and related costs. Moody's took no action on the respective B1 and Caa1 ratings for the 2026 secured and unsecured notes and expect to withdraw the ratings of these instruments because Moody's anticipate they will be redeemed in full in conjunction with the transaction. The senior secured bank credit facility will consist of the new $650 million extended revolver expiring in 2029 that was put in place in September 2024 and the proposed $1 billion first lien term loan due in 2031. The transaction is credit positive because it will improve liquidity by addressing the company's meaningful 2026 debt maturities while also reducing interest expense. Moody's changed the outlook to positive because the company continues to reduce leverage through earnings growth and debt repayment. Life Time also continues to expand the earnings base through same-center revenue growth, good cost discipline and new center development. Debt-to-EBITDA leverage, on a Moody's adjusted basis, is forecasted to decline below 5x in 2025, driven by earnings growth as Life Time continues to scale up its business operations, with planned new location openings of 8 to 14 per year. Life Time also continues to expand its luxury amenities and service offerings across the existing base of venues. As a result, total memberships for the year-to-date period ending June 30, 2024 increased 5.5%, driving higher in-center revenue and higher membership dues with total revenue increasing 17.9% for the same period. Life Time favorably utilized the approximate $124 million net proceeds from an August 2024 secondary common stock offering to fund a $110 million term loan paydown and bolster cash, and Moody's expect the company will pay down revolver borrowings from free cash flow. Moody's nevertheless affirmed the existing B2 CFR because the company's free cash flow remains low due to significant capital investments in new and existing facilities. New locations typically require investments of $25 to $30 million net per location, with ground up construction builds between $55 to $65 million per location, which along with upgrades to existing facilities and continued development of digital offerings is translating into high recurring investments. New location openings carry a degree of execution risk related to high startup costs, competition and membership recruitment, which could delay completion or increase costs. Moody's downgraded the rating on the $650 million senior secured revolving credit facility to B2 from B1 because the redemption of the senior unsecured notes removes loss absorption debt cushion, and the secured debt now represents the preponderance of the company's debt structure. These changes reduce estimated recovery in the event of a default. RATINGS RATIONALE Life Time's B2 CFR reflects the company's good market position in premium athletic clubs, continued membership recovery from the pandemic, high but moderating leverage and significant capital investment that Moody's expect to result in positive but low free cash flow generation. Same center revenue growth bolstered by membership recovery and the amenity expansion along with new center development is driving strong double-digit revenue and earnings growth. The earnings growth along with debt repayment is contributing to declining debt-to-EBITDA leverage that Moody's expect to fall below 5x in 2025. The rating remains constrained by the company's aggressive growth strategy, and historical reliance on external financing to support new location openings, including sale leaseback transactions and landlord incentives. The fitness and leisure club industry faces several business risks, including intense competition, exposure to economic downturns, and changing consumer preferences. Life Time's high membership attrition rates, historically ranging in the low 30% range, requires continual investment in club amenities and new customer acquisition to maintain the revenue base. The company's focus on personalized services, exclusive amenities, and maintaining high standards of customer service to retain their affluent clientele, mitigates some of the risks and leads to lower customer churn than pure fitness clubs. Life Time competes in the premium end of the industry targeting higher net worth individuals that tend to be less impacted by shifts in consumer discretionary spending in shorter and less severe economic downturns. This customer demographic is more likely to maintain their memberships and continue investing in their health and wellness, providing a more stable revenue stream for premium athletic clubs such as Life Time. The rating is further supported by Life Time's substantial asset base, as the company owns roughly 33% or 59 out of 177 clubs. Monetization of real estate assets creates an additional alternative to bolster liquidity, if needed, and distinguishes Life Time from its competitors that lease their facilities. Life Time's growth strategy includes investment in new center development but the company has the ability to scale down its pace of openings to reduce cash investment if necessary to offset earnings declines. The company's growing earnings base is allowing Life Time to fund its planned capital investments primarily with internally generated cash flow and sale leaseback proceeds, with less reliance on the revolver. The company is exposed to event risk related to potential debt issuance to facilitate the exit of its private equity owners though Moody's believe secondary share sales are the preferred exit strategy. The August 2024 secondary offering is an example and reduced the private equity firms ownership stake to roughly 49%. The upgrade of the speculative grade liquidity rating to SGL-2 from SGL-3 reflects the company's improving internal cash generation. Moody's view Life Time's SGL-2 liquidity as good, supported by $35 million of balance sheet cash as of June 30, 2024 and availability of about $450 million under its recently upsized $650 million revolving credit facility, subject to outstanding letters of credit and approximately $200 of borrowings as of June 2024 pro forma for the proposed refinancing, the August 2024 secondary offering, repayment of the prior term loan B and sale-leaseback transactions completed in the third quarter. Moody's forecast that Life Time will generate $30 to $35 million of annual free cash flow, after substantial capital investments in 2025, and before sale leaseback proceeds. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The positive outlook reflects Moody's expectation that continued revenue and earnings growth, driven by opening of new locations and increasing membership trends, will continue to reduce leverage. Moody's also assume in the outlook that the company will continue to invest in the development of its locations while maintaining good liquidity. The ratings could be upgraded if the company generates sustained membership, revenue and earnings growth, and sustains debt-to-EBITDA below 5x. An upgrade would also require positive free cash flow while maintaining good reinvestment and maintenance of good liquidity. The ratings could be downgraded if Life Time's operating earnings weakens due to factors such as membership declines, pricing pressure or increasing costs. Debt-to-EBITDA sustained above 6x, weak or negative free cash flow, a deterioration in liquidity, or a more aggressive financial policy could also prompt a downgrade. 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 $600 million and 100% of adjusted EBITDA for the most recent test period, plus unlimited amounts subject to 3.25x first lien net leverage ratio. There is no inside maturity sublimit. A "blocker" provision restricts the transfer (by way of investment, disposition or designation) of material intellectual property to unrestricted subsidiaries. The credit agreement is expected to provide some limitations on up-tiering transactions, requiring affected lender consent for amendments that contractually subordinate the debt or liens unless such lenders can ratably participate in such priming debt. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Life Time (is headquartered in Chanhassen, MN) operates a portfolio of more than 170 premium athletic clubs across 31 states and one province in Canada. The company provides wellness and fitness services. Offerings include indoor and outdoor activities, such as swimming pools, rock climbing, cycling, weight loss coaching, spa services, as well as pickleball and basketball courts. Amenities vary by location. Life Time offers a range of programs and information via the Life Time digital app. Life Time's parent company, Life Time Group Holdings, Inc. (LTGH), became a publicly traded company in October 2021 with private equity firms Leonard Green & Partners (26.9% ownership as of September 2024) and TPG (19.3% ownership as of September 2024) retaining significant stakes. In addition to private equity, the founder and CEO, Bahram Akradi, retains a meaningful share of the company (11% as of March 14, 2024). Life Time generated about $2.4 billion of revenue for the 12 months ended June 30, 2024. LV OPPORTUNITY: Unsecured Creditors to Split $19K in Plan --------------------------------------------------------- LV Opportunity Zone LLC Series 9 filed with the U.S. Bankruptcy Court for the District of Nevada a First Disclosure Statement describing Chapter 11 Plan datted September 9, 2024. The Debtor's current property portfolio consists of two properties, and all improvements thereto located at 1032 N Berendo Street, Los Angeles, CA 90029, which is a 9-unit apartment building, with a rented laundry room to WASH Laundry Systems, and 1184 N Berendo Street, Los Angeles, CA 90029, which is a 10-unit apartment complex. The properties have 18 units occupied and one vacant. The units are currently rented at below 50%-70% below fair market rent because of the Los Angeles Rent Stabilization Ordinance. The tenants are on month-to-month unwritten contracts It is the Debtor's intent to reject all leases, evict the current tenants, and remodel both properties to bring them up to code, modernize the units to capture the maximum rental value of $1750-$3500 per month. The Debtor was not able to effectively communicate with Secured Creditor Rigor, the first and second lien holder on both properties, to come to an amicable resolution to restructure the property. This case was filed to expeditiously resolve wholly unsecured claims that were unresponsive and reject under market month to month leases because of Los Angeles County's rent stabilization ordinance. Without chapter 11 the properties do not generate enough cash flow to pay its current obligations. Class 7 Claims consist of the General Unsecured Claims against the Debtor. Holders of Class 7 General Unsecured Claims on the Effective Date shall, in full satisfaction, settlement, release and exchange for such Allowed General Unsecured Claims, shall receive 1 payment of $19,000.00. All portions of allowed Class 7 unsecured claims that remain unpaid, and at the conclusion of the single payment required under this Plan (the "Plan Term"), will cease 6 months after the Effective Date and shall be forever discharged and rendered non-collectable against the Debtor. The Debtor's single Plan Payment under the Plan shall be $19,000.00, which shall be made from the members' new value contributions. The allowed unsecured claims total $315,000.00. Class 8 consists of Equity Interest of the Debtor. The Equity Interest of the Debtor are unimpaired by the Plan and conclusively deemed to have accepted the Plan, pursuant to Bankruptcy Code section 1126(f) to the extent the Debtor's members make the required contribution of $19,000.00. No solicitation is required. Additionally, the Debtor's members will make the additional capital contributions of approximately $20,000.00 per unit x 19 units for cosmetic remodeling of each unit and any amounts necessary to cure any allowed arrearage claims of Class 1 and 2, and Class 3 and 4. Seven days prior to the confirmation hearing, Debtor's members shall file a declaration showing either member has sufficient capital to fund its Plan. On the Effective Date payments to Creditors shall be funded from the Debtor's rental income and equity interest holder new value member contributions should the rental income not be sufficient. Payments to Class 7 creditors required under the Plan will be funded by the Debtor's members as a single contribution of $19,000.00. This single payment shall be made within 180 days from the entry of the confirmation order. A full-text copy of the First Disclosure Statement dated September 9, 2024 is available at https://urlcurt.com/u?l=7VcZOa from PacerMonitor.com at no charge. Attorney for the Debtor: Andrew J. Van Ness, Esq. Hunter Parker LLC 3815 S. Jones Blvd., Ste. 1A Las Vegas, NV 89103 Telephone: (702) 686-9297 Email: andrew@hunterparkerlaw.com About LV Opportunity Zone LLC Series 9 LV Opportunity Zone LLC Series 9 is primarily engaged in renting and leasing real estate properties. The Debtor is the fee simple owner of two properties located in Los Angeles having a total appraised value of $3.6 million. LV Opportunity Zone LLC Series 9 sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 24-14002) on August 6, 2024. In the petition filed by Christopher Craig, member, the Debtor disclosed total assets of $3,600,000 and total liabilities of $3,900,000. Judge Natalie M. Cox oversees the case. Andrew J. Van Ness, Esq., at Hunter Parker LLC, is the Debtor's counsel. M & J HOME: Updates Unsecured Claims Pay; Files Amended Plan ------------------------------------------------------------ M & J Home Improvement, Inc., submitted a Third Amended Plan of Reorganization dated September 9, 2024. The Debtor is in the business of providing roofing services, consisting of the repair, replacement and construction of roofs for individuals' residential real estate. In connection with Debtor's roofing services, the Debtor faces a disputed claim of Creditors Twin City Fire Insurance Company ("Twin City") and The Hartford Financial Services Group, Inc. (Twin City and Hartford are collectively referred to as "Hartford"), related to ongoing litigation pending in the Superior Court of Massachusetts, Norfolk County, captioned as NorthStar Mortgage Corp. v. The Hartford Financial Services Group, Inc., Twin City Fire Insurance Company, M&J Home Improvement, Inc., Lamm General Construction, Inc., and Patco Properties, LLC, C.A. No. 2182CV00449 (the "Litigation"). The Litigation arises from allegedly defective roofing work performed by the Debtor and a subcontractor of the Debtor, Lamm General Construction, Inc., and the impact of water that infiltrated a building leased by NorthStar Mortgage Corp. NorthStar is asserting claims of negligence against the Debtor and Lamm, breach of contract and bad faith claims against Hartford, and a breach of contract claim against its landlord, Patco Properties. In Twin City's Answer to NorthStar's Second Verified Amended Complaint, Twin City asserted cross-claims against the Debtor and Lamm for negligence and breach of contract. Similarly, Patco Properties asserted cross-claims against the Debtor and Lamm for contribution and indemnification. While discovery in the Litigation remains ongoing, it has been established that there was a Commercial General Liability Policy in effect for the Debtor with limits of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate. The extent of NorthStar's claim has yet to be determined, and Hartford is unable to provide a reasonable estimation of this figure as of the date of the filing of this Third Amended Plan. However, the Debtor disputes liability for this claim, and expects the case to be resolved by his insurance carrier prior to the end of this Third Amended Plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $6,151.38, for FY2024, $7,133.32 for FY2025, $8,076.00 for FY2026, $9,108.10 for FY2027, and $9,995.52 for FY2028. The final Plan payment is expected to be paid on the date that is fifty-three months following the date of confirmation of the Plan, or sooner based upon the actual net profit generated as set forth in the accompanying financial projections. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of all non-priority unsecured claims. This Class consists of eighteen claims from creditors, amounting to a total of $193,320.35, which does not include a disputed claim of Creditors Twin City Fire Insurance Company and The Hartford Financial Services Group, Inc., and may be subject to change. Allowed claims of unsecured creditors will be paid in full during Month 32 through Month 53, and may be subject to change. Debtor's disputed claim filed by Creditor Twin City Fire Insurance Company and The Hartford Financial Services Group, Inc., is not incorporated into the Exhibit C - Schedule of Payments, as the Creditors' recovery in the Litigation is expected to be paid by the Debtor's Commercial General Liability Insurer and not from assets of the Debtor's bankruptcy estate. In the event that Debtor's insurance carrier denies coverage or the insurance coverage is inadequate to satisfy a judgment entered against the Debtor in the Litigation, Debtor would be required to modify its Plan and would likely cause the distribution to Debtor's unsecured creditors to significantly decrease. The Plan will be implemented by the Debtor making a series of monthly payments to the Subchapter V Trustee, who shall be the distribution agent for all payments made to Administrative Expense Claim Holders, Priority Tax Claim Holders, and creditors in Classes 1 and 2 ("Payment Recipients"). From the monthly payments received by the Subchapter V Trustee, the Trustee may retain a portion of each said payment, not to exceed 5% of all distributions to be made by him to Payment Recipients. A full-text copy of the Third Amended Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=JGtLrn from PacerMonitor.com at no charge. About M & J Home Improvement M & J Home Improvement, Inc., is in the business of providing roofing services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40874) on Oct. 20, 2023. In the petition signed by Matthew Sullivan, manager, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Elizabeth D. Katz oversees the case. Christopher L. Murray, Esq., at Murray Law Firm, P.C., is the Debtor's legal counsel. M&S OILFIELD: Unsecured Creditors to Split $23K over 5 Years ------------------------------------------------------------ M&S Oilfield Service, LLC, filed with the U.S. Bankruptcy Court for the District of Wyoming a Subchapter V Plan of Reorganization dated September 9, 2024. M&S is a Wyoming Limited Liability Company that was formed on February 26, 2013, and its sole member and manager is Floyd Sorensen. Its primary business is oilfield related hauling in the Rocky Mountain region. At its height, M&S was running twenty semi-trucks, but, the COVID pandemic dramatically impacted its business. Because its business did not dramatically improve after the pandemic, M&S sold all of its unencumbered assets and started negotiations with its secured creditors to restructure those obligations. While those efforts were helpful, the settlement discussions did not result in any meaningful restructuring of the secured debt. At the time of filing, there were two semi-trucks operating. M&S (or its affiliate M&S Trucking Inc.) is the titled owner of its assets (and the obligor on the debts secured by its assets), but the actual day-to-day operating of its assets is handled by Diamond Six S Trucking, LLC under a lease agreement whereby Diamond leases M&S assets, and Diamond employs the drivers, insures the assets, does the billing, and pays the expenses for both entities. Diamond's sole owner and manager is Floyd Sorensen. Class 7 consists of those unsecured creditors (other than Allowed Administrative Claims, Allowed Tax Claims and Allowed Priority Claims) that hold Allowed Claims that were either scheduled by Debtor as undisputed, or subject to timely proofs of claim to which Debtor does not successfully object. With the deficiency claims from Class 1-6, there are a total of $361,892.31 in general unsecured claims. The Class 7 Claims will be treated and paid the sum of Debtor's net disposable income or at least $23,350.49, which payments will be distributed on a pro-rata basis over the five-year term of the Plan. Payments will commence to this Class on a quarterly basis after the Administrative Expenses/Claims have been satisfied. Class 7 is impaired. Class 8 includes the Interests of the Debtor. Class 8 is unimpaired by this Plan. On the Effective Date of the Plan, Class 8 shall retain their Interests subject to the terms of this Plan. M&S shall submit all of its projected disposable income for the term of the Plan beginning on the Effective Date. A full-text copy of the Subchapter V Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=14BMzW from PacerMonitor.com at no charge. Counsel to the Debtor: Stephen R. Winship, Esq. Winship & Winship, PC 145 South Durbin Street, Suite 201 Casper, WY 82601 Tel: (307) 234-8991 Email: steve@WinshipandWinship.com About M&S Oilfield Service M&S Oilfield Service, LLC is a Wyoming Limited Liability Company that was formed on February 26, 2013 with oilfield related hauling in the Rocky Mountain region as its primary business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20220) on June 10, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Cathleen D. Parker presides over the case. Stephen R. Winship, Esq., at Winship And Winship, PC, is the Debtor's legal counsel. MAYJAD CORP: Gets Interim OK to Use Cash Collateral Until Dec. 5 ---------------------------------------------------------------- Mayjad Corporation received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use its secured creditors' cash collateral to pay its operating expenses. The interim order penned by Judge Deborah Thorne approved the use of cash collateral from Oct. 11 to Dec. 5, including assets secured by the Illinois Department of Revenue and other secured creditors. Secured creditors will have liens on Mayjad's post-petition assets in case of any diminution in the value of such assets. A status hearing is set for Dec. 4. About Mayjad Corporation Mayjad Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07611) on May 22, 2024, with up to $100,000 in assets and up to $500,000 in liabilities. Esperanza Castro, president, signed the petition. Judge Deborah L. Thorne oversees the case. Ted A. Smith, Esq., represents the Debtor as legal counsel. MOBIVITY HOLDINGS: Sells SMS Assets to SMS Factory -------------------------------------------------- Mobivity Holdings Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 25, 2024, the Company entered into an asset purchase agreement with SMS Factory, Inc., a Florida corporation. Pursuant to the asset purchase agreement, SMS Factory purchased all of the right, title and interest in the Company's SMS/MMS text messaging customer accounts, excluding certain assets utilized in the operation of the Company's SMS/MMS text messaging platform business effective as of September 25, 2024. In consideration for the business assets, SMS Factory will assume certain liabilities and will pay to the Company, for a period of two years following the closing date, an earn-out payment in an amount equal to two times the gross profit earned from each customer account, including an upfront pre-payment of the earn-out payment equal to $303,000. A full-text copy of the asset purchase agreement is available at: https://tinyurl.com/4w9anznf About Mobivity Headquartered in Chandler, Arizona, Mobivity Holdings Corp. is in the business of developing and operating proprietary platforms through which brands and enterprises can conduct national and localized, data-driven marketing campaigns. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Mobivity had a net loss of $12.1 million for the year ended 2023, compared to a net loss of $10.1 million in 2022. As of June 30, 2024, Mobivity had $2,158,258 in total assets, $15,186,878 in total liabilities, and $13,028,620 in total stockholders' deficit. MOTORS ACCEPTANCE: Hires Robert R. Lomax, LLC as Special Counsel ---------------------------------------------------------------- Motors Acceptance Corporation seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Robert R. Lomax, LLC as special counsel. The firm will handle normal corporate matters and general non-bankruptcy matters. The firm will charge $375 per hour for the services of Robert R. Lomax, Esq. Robert Lomax, Esq., a member of Robert R. Lomax LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert R. Lomax, Esq. Robert R. Lomax, LLC Post Office Box 2339 Columbus, GA 31902 Tel: (706) 322-0100 Email: Rlomax@thelomaxfirm.com About Motors Acceptance Corporation Motors Acceptance Corporation in Columbus, GA, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Ga. Case No. 24-40483) on August 15, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Shannon Arnette as vice president, signed the petition. BOYER TERRY LLC serve as the Debtor's legal counsel. MOTORS ACCEPTANCE: Seeks to Hire Fountain Arrington as Accountant ----------------------------------------------------------------- Motors Acceptance Corporation seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Fountain Arrington Bass Mercer & Lee, P.C. as its accountant. The firm's services include: a. assisting with the preparation of income and other tax returns required by taxing agencies and other tasks as requested by the Debtor; b. providing analytical and consulting services; c. assisting with financial reporting and filing of monthly reports required by the Bankruptcy Court; and d. performing other services. Fountain Arrington will receive a fixed price of $1,600 per month for accounting and tax work. The firm will also be reimbursed for out-of-pocket expenses incurred. David Bass, a partner at Fountain Arrington, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David J. Bass Fountain Arrington Bass Mercer & Lee, P.C. 2101 Brookstone Centre Pkwy, Suite 100 Columbus, GA 31904 Tel: (706) 322-5482 About Motors Acceptance Corporation Motors Acceptance Corporation in Columbus, GA, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Ga. Case No. 24-40483) on August 15, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Shannon Arnette as vice president, signed the petition. BOYER TERRY LLC serve as the Debtor's legal counsel. NITRO FLUIDS: Plan Exclusivity Period Extended to December 11 ------------------------------------------------------------- Judge Christopher Lopez of the U.S. Bankruptcy Court for the Southern District of Texas extended Nitro Fluids, LLC and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to December 11, 2024 and February 10, 2025, respectively. As shared by Troubled Company Reporter, the Debtors explain that these Chapter 11 Cases involve considerable oil and gas assets and liabilities in excess of $80 million. The complexity of these Chapter 11 Cases is further revealed upon an examination of the sophisticated sale procedures, the sophisticated professionals assisting the Debtors in such sale process, and the complexity of the ongoing disputes with Cameron. Furthermore, the Debtors' purpose in seeking extension of the Exclusivity Periods is a good-faith effort to continue the reorganization efforts they have initiated without the distraction and costs of a competing plan process, which would be a distraction and waste of the Debtors' limited time and resources. The relief requested in the Motion is not intended for the purpose of coercing or strong-arming any creditor, but rather to benefit all of the Estates' stakeholders as a whole. The Debtors assert that they have made significant, good faith progress in negotiating with creditors and addressing unresolved contingencies. The Debtors have not yet filed a proposed Chapter 11 plan because the sale process is still ongoing. The Debtors believe that if the Court extends the Exclusivity Period, it will give the Debtors time to conclude the sale process and will clear a path for the Debtors to seek confirmation of a feasible Chapter 11 plan. Counsel for the Debtors: BONDS ELLIS EPPICH SCHAFER JONES LLP Joshua N. Eppich, Esq. Eric T. Haitz, Esq. 420 Throckmorton Street, Suite 1000 Fort Worth, Texas 76102 (817) 405-6900 telephone (817) 405-6902 facsimile Email: joshua@bondsellis.com Email: eric.haitz@bondsellis.com -and- Ken Green, Esq. 402 Heights Blvd. Houston, Texas 77007 (713) 335-4990 telephone (713) 335-4991 facsimile Email: ken.green@bondsellis.com About Nitro Fluids LLC Nitro Fluids, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-60018) on May 15, 2024, listing $50 million to $100 million in both assets and liabilities. The petition was signed by Brad Walker as chief restructuring officer. Judge Christopher M. Lopez presides over the case. Eric Thomas Haitz, Esq., at Bonds Ellis Eppich Schafer Jones LLP, is the Debtor's counsel. NORTH EASTERN INDUSTRIES: Gets Interim OK to Use Cash Collateral ---------------------------------------------------------------- North Eastern Industries, Inc. received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts, Central Division to use cash collateral to pay its operating expenses. The court authorized the company to use up to $604,000 in cash collateral, including cash on hand, accounts receivable, and inventory, through Nov. 21. NU Direction Lending, a secured creditor, was granted a security interest in the company's post-petition assets with the same priority and validity as before the Chapter 11 filing. In addition, NU Direction Lending will receive monthly payments of $3,700 from North Eastern Industries. The next hearing is scheduled for Nov. 21. About North Eastern Industries North Eastern Industries, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-40824) on August 9, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. James L. O'Connor, Jr., Esq., at Nickless, Phillips and O'Connor represents the Debtor as counsel. NRG ENERGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed NRG Energy, Inc.'s Long-Term Issuer Default Rating at 'BB+'. The Rating Outlook is Stable. Fitch has also affirmed NRG's senior secured debt at 'BBB-'/'RR1' (including debt issued by Alexander Funding Trust II), senior unsecured at 'BB+'/'RR4', and preferred at 'BB-'/'RR6'. The affirmations reflect NRG's announcement that it plans to execute several financing transactions. The transactions will remove the ringfencing associated with the company's March 2023 acquisition of Vivint Smart Home, Inc. While Fitch evaluated NRG's credit metrics on a consolidated basis, Vivint was a restricted, non-guarantor subsidiary of NRG, and its pre-acquisition capital structure remained in place. The financing transactions will be credit neutral but will simplify NRG's corporate structure, allowing Vivint to be a guarantor subsidiary and reduce interest expense. Fitch expects NRG to continue to allocate FCF as necessary to maintain EBITDA gross leverage within the rating threshold of 3.0x-3.5x. Key Rating Drivers Vivint Refinancing Credit Neutral: NRG announced on Oct. 15 that it will engage in several financing transactions to remove the ringfencing associated with Vivint. NRG plans to repay Vivint's term loan B and secured notes with the proceeds from an increase in NRG's term loan B and the issuance of new NRG senior unsecured notes. Additionally, the company will exchange the existing Vivint senior unsecured notes for NRG senior unsecured notes via an obligor exchange amendment with no change to existing tenor or coupon. Fitch views the financing as credit neutral because it does not change NRG's consolidated debt. However, the simplification of the corporate structure and reduced interest expenses are positive developments. Progress on Strategy Execution: Fitch views the Vivint refinancing as another step in NRG's company transformation of its business model from less commodity-based to more integrated and customer-focused. Under NRG's ownership, Vivint has continued its subscriber growth, increases in recurring revenue and improving customer margins. While leverage increased initially as a result of the cash-financed Vivint acquisition, NRG's strong FCF and asset sales are expected to result in 2024 EBITDA gross leverage below the downgrade threshold of 3.5x. Capital Allocation Plan: NRG continues to allocate 80% of excess cash available after debt reduction to be returned to shareholders. Its current stock buyback authorization is $2.7 billion through 2025, of which it has completed $1.3 billion as of July 31, 2024. NRG is targeting a 7%-9% annual dividend growth rate. It has augmented FCF with asset sales and expects to meet its 2.50x-2.75x net debt leverage target. NRG closed on the sale of its 44% equity interest in South Texas Project Electric Generating Station to Constellation Energy Corp. on Nov. 1, 2023 for a purchase price of $1.75 billion. Proceeds from the sale added to the previously announced 2023 debt reduction target of $900 million, bringing the total amount to $1.5 billion in 2023 and $500 million in 2024. Fitch expects NRG to continue to allocate FCF as necessary to maintain EBITDA gross leverage to within Fitch's specified rating threshold of 3.0x-3.5x. Commodity Exposure: NRG, as an integrated energy marketer, seeks to hedge its expected load with either owned generation or third-party suppliers. The company is short generation in most of its markets. Unexpected differences in load forecasts, wholesale power markets, commodity prices and plant operations could have a significant impact on cash flow. Fitch expects NRG to appropriately manage such risks, with rating action being likely if it fails to do so and its cash-generating ability significantly decreases. NRG submitted three loan applications to the Texas Energy Fund (TEF) to develop 1.6GW of new quick-start natural gas power generation in the Electric Reliability Council of Texas. The TEF announced on Aug. 24, 2024 that NRG's T.H. Wharton was one of the projects selected to advance to the next phase of the application review process. Fitch's forecasts do not include any potential generation projects and will do so only when there is certainty on their execution. The projects may be financed with debt that is non-recourse to NRG. Significant Load Growth Expected: NRG expects to benefit from the increasing demand for electricity from data centers. In addition to increased utilization of existing facilities, the company is in discussions regarding re-development of retired power facilities for both in-front and behind-the-meter opportunities. Fitch has not incorporated potential benefits from or expenditures to support such activities, but Fitch expects NRG to develop these plans within its stated credit-metric goals. Agreement Reached with Activist Investor: NRG announced on Nov. 20, 2023 that it had reached an agreement with activist investor Elliott Investment Management L.P. regarding the composition of NRG's board of directors and the establishment of a committee to conduct a search for a new CEO. In the wake of the agreement, NRG reaffirmed its revised capital allocation plan announced in June 2023, as well as its commitment to investment-grade metrics by 2025. NRG announced on Aug. 1, 2024 that the board chairperson and interim CEO, Lawrence Coben, has been appointed as president and CEO. He will also continue as board chairperson. Derivation Summary NRG is well positioned relative to Vistra Corp. (BB/Stable) and Calpine Corporation (B+/Stable). NRG's acquisition of Vivint continued its transformation from its origins as a power generator and provides additional revenue channels. The acquisition further diversifies NRG's revenue stream compared with its two peers. As a result, NRG's concentration in Texas will decline to 45% in terms of residential customers from its current 53%. Vistra's portfolio is less diversified geographically than its peers', with 70% of its consolidated EBITDA from operations in Texas. Like NRG, Vistra benefits from ownership of large and well-entrenched retail electricity businesses in Texas. Calpine's retail business is much smaller. NRG is short generation compared with Vistra and Calpine, and serves load from sources other than its own generation. While NRG's leverage increased initially as a result of the Vivint acquisition, strong FCF and asset sales are expected to result in the company's 2024 EBITDA gross leverage to be below the downgrade threshold of 3.5x. Fitch expects NRG to continue to allocate FCF as necessary to return and maintain leverage within rating thresholds of 3.0x-3.5x. Fitch projects Vistra's leverage to remain in the range of 3.5x-4.0x in 2024-2026 and Calpine's leverage to remain around 5.0x. Key Assumptions Fitch's Key Assumptions Within the Rating Case for the Issuer Include: - Dividend growth of 7%-9%, as per management's publicly stated forecast; - Stock buybacks of $2.7 billion through 2025, as per management's publicly stated forecast; - NRG retail gross margins remain in line with current expectations; - Continued practice of hedging retail energy load at signing; - Capacity revenue per past auction results; - Debt pay-down of $2.55 billion total by 2025, consistent with publicly stated target net debt/adjusted EBITDA of 2.50x-2.75x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA gross leverage under 3.0x on a sustainable basis; - Balanced allocation of FCF that maintains balance-sheet flexibility and leverage within stated goal. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage exceeding 3.5x on a sustainable basis; - Weaker power prices than Fitch expected or capacity auctions in core regions; - Inadequate liquidity sources to meet potential collateral and working capital needs; - Unfavorable changes in regulatory constructs or rules in NRG's markets; - Aggressive growth or capital allocation strategy that reduces stability of cash flow; - Failure to appropriately hedge retail sales obligations. Liquidity and Debt Structure Adequate Liquidity: NRG amended its revolving credit agreement in April 2024 to allow for the issuance of a $875million term loan B, which it used to repay notes due in 2024 and reduce the convertible note principal. The company had previously increased the total capacity of the credit agreement by $645 million and extended the maturity of a portion of commitments to February 2028. The earlier incremental commitment brings the total capacity of the revolving credit facility to $4.305 billion. Subsequently, in June 2024 NRG amended its accounts receivable borrowing facility to increase its aggregate commitments to $2.3 billion from $1.4 billion. It also extended the scheduled termination date of the facility by one year to June 2025, among other amendments. The company had no revolver borrowings outstanding and $2.9 billion LCs issued under its revolving credit facility and collective collateral facilities as of June 30, 2024. As of the same date, NRG had a consolidated cash balance of $376 million. It has a $500 million senior secured first lien note maturing in 2025. Issuer Profile NRG is an unregulated, integrated power company producing and selling electricity, natural gas, and related products in major competitive power markets in the U.S. and Canada. Criteria Variation Fitch's Corporate Rating Criteria outlines and defines a variety of quantitative measures used to assess credit risk. As per the criteria, Fitch's definition of total debt is all encompassing. However, Fitch's criteria is designed to be used in conjunction with experienced analytical judgment, and adjustments may be made to the application of the criteria that more accurately reflects the risks of a specific transaction or entity. In 2020, NRG established Alexander Funding Trust, a Delaware statutory trust (SPV) that issued $900 million of P-Caps redeemable on Nov. 15, 2023. The trust invested the sale of the P-Caps in a treasury portfolio. The company redeemed the existing P-Caps in August 2023 and issued $500 million of P-Caps under Alexander Funding Trust II. The three-year put option agreement allows NRG to, from time to time, issue to the trust and require the trust to purchase from NRG, on one or more occasions, up to $500 million of the aggregate principal amount of NRG's 7.467% senior secured first lien notes due 2028. NRG pays the SPV a periodic premium in exchange for the issuance by the SPV of cash-collateralized LCs on NRG's behalf. P-Caps can be used as a contingent source of liquidity in addition to being used for LC postings. However, NRG and Fitch do not expect this to occur. Fitch does not factor in NRG's P-Caps debt, which is a variation from the Corporate Rating Criteria's definition of total debt. In the absence of NRG exercising the issuance right, P-Caps are treated as off-balance-sheet debt for analytical purposes and excluded from Fitch's leverage and interest coverage metrics. If NRG were to exercise issuance rights, the amount of debt issued to the trust would be included in its total debt calculation for NRG and, therefore, its credit metrics. Summary of Financial Adjustments NRG's series A preferred stock receive 50% equity credit, based on Fitch's Corporate Hybrids Treatment and Notching Criteria. The features supporting 50% equity credit include an ability to defer dividend payments for at least five years and the cumulative feature of deferred dividends. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- NRG Energy, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ senior secured LT BBB- Affirmed RR1 BBB- preferred LT BB- Affirmed RR6 BB- Alexander Funding Trust II senior secured LT BBB- Affirmed RR1 BBB- OAK LEAF: Taps David A. Colecchia and Associates as Attorney ------------------------------------------------------------ Oak Leaf Lane, LP filed an amended application seeking approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire David A. Colecchia and Associates as counsel. The firm's services include: a. providing continuing legal advice concerning the powers, duties, and responsibilities of the Debtor-in-Possession in the current bankruptcy and in the operation of its business; b. taking any and all necessary action for the benefit of the Debtor and of the Estate, such as prosecution and compromise of actions held by the Debtor, defense of actions against the Debtor, review of all documents, motions, and claims filed by other parties and objecting to the same as necessary; c. preparing any and all documents, schedules, petitions, pleadings, and other legal papers as are reasonably necessary for the above or for the continued administration of the above case; d. performing any and all other legal services for the Debtor which are in connection with this Chapter 11 case or otherwise are reasonably necessary for the Debtor-in-Possession's normal operations. The firm will be paid at these rates: David A. Colecchia, Esq. $335 per hour Justin P. Schantz, Esq. $335 per hour Paralegal and office staff $95 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The counsel has received a pre-petition retainer totaling $5,000. Justin P. Schantz, member of David A. Colecchia and Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David A. Colecchia can be reached at: Justin P. Schantz, Esq. DAVID A. COLECCHIA AND ASSOCIATES 324 South Maple Ave. Greensburg, PA 15601-3219 Tel: (724) 837-2320 Fax: (724) 837-0602 E-mail: colecchia542@comcast.net About Oak Leaf Lane, LP Oak Leaf Lane, LP filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-70376) on September 9, 2024, listing $1,000,001 to $10 million in assets and $100,001 to $500,000 in liabilities. Judge Jeffery A Deller presides over the case. Justin P. Schantz, Esq. at David A. Colecchia and Associates represents the Debtor as counsel. ONYX SITE: Unsecureds to Split $100K via Quarterly Payments ----------------------------------------------------------- Onyx Site Services LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Chapter 11 Plan of Reorganization dated September 9, 2024. The Debtor is a construction site developer that concentrates on full site development, including but not limited to site development for road construction, sidewalks, curbs, and underground utilities. The Debtor filed this case in an attempt to reorganize its business affairs. Approximately two years ago, the Debtor began experiencing significant losses due in large part to the failures of a consultant hired by the Debtor to 1) properly bid a large job for Putnam County; and 2) properly complete the work associated with the job. This led to the Debtor being unable to pay its subcontractors on a timely basis and generally caused significant financial hardship. Subsequently, the Debtor contracted to perform a large amount of work for Devcon Site Development, LLC. Due to misrepresentations and significant failures to pay, the Debtor was sued by several subcontractors and/or suppliers due to its own failure to pay. The trickle-down effect of the damages caused by Devcon Site Development, LLC and smaller problems related to other jobs led to the Debtor being unable to maintain its debt service payments to equipment lenders, the SBA, and others. While the Debtor has experienced financial issues, the Debtor strongly believes there is a path to a successful reorganization in this case. Since the filing of this case, the Debtor has reduced its expenses, including but not limited to payroll expenses. The Debtor continues to bid on and obtain new work that will ensure feasibility of this case. In addition, the Debtor has causes of action against third parties that it believes will generate significant recovery(ies) for creditors. This Plan of Reorganization proposes to pay creditors of the Debtor out of cash flow from the normal operations of the Debtor's business, recoveries from claims the Debtor has against third parties, and at least one plan contribution from the Debtor's owners. The two owners of the Debtor, Brynn and Joseph Silas, will remain in that role post-confirmation. This Plan provides for the payment of two classes of secured claims, one class of general unsecured claims, and one class of equity security holders. This Plan provides for the payment of administrative claims in full. Class 12 consists of Allowed General Unsecured Claims. This class is impaired. The holders of Allowed General Unsecured Claims will receive their pro rata share of the Debtor's projected net disposable income as set forth in the attached projections and any recovery on claims against third parties to the extent available after payment of administrative, priority, and secured claims (to the extent secured by any amounts recovered), if any. The projections attached to this Plan do not account for the Debtor's need to replace and/or acquire new equipment during the Plan term. Based on that and the fact that unforeseen circumstances arise in all businesses, the Debtor estimates that it will pay $100,000.00, disbursed pro-rata, to the general unsecured creditors holding Allowed Claims. The Debtor will pay this dividend in twenty installment payments. The Debtor will disburse $3,000.00 in quarterly installment payments (every ninety calendar days), with the first payment being due within ninety days of the Effective Date, and continuing every ninety days thereafter for a total of eight installment payments. For the remaining twelve installment payments, the Debtor will disburse $10,500.00 in quarterly installment payments (every ninety calendar days), with the first payment being due within ninety days after the eighth installment payment, and continuing every ninety days thereafter for a total of twelve additional installment payments. This estimated distribution may decrease in the event that the Plan is confirmed non-consensually because there will be additional administrative expenses. In addition, there could be other circumstances that arise that require modification of the Plan, and/or the secured creditor debt service may increase in subsequent amendments or modifications to this Plan. However, if the Plan is confirmed consensually, then the amount of $150,000.00 shall be paid to the general unsecured creditors on a pro-rata basis. Class 13 consists of all Equity Interests in the Debtor. This class is impaired. The current Equity Holders of the Debtor are Brynn and Joseph Silas. Mr. and Mrs. Silas will retain their equity interests in the Debtor post-confirmation. The Debtor shall fund its Plan from the continued operations of its business, recoveries from claims against third parties, and funds from the Debtor's owners. Unless otherwise ordered, the Debtor or its counsel will disburse the money required to be paid under this Plan (rather than the Subchapter V Trustee). A full-text copy of the Plan of Reorganization dated September 9, 2024 is available at https://urlcurt.com/u?l=ME6iJk from PacerMonitor.com at no charge. The Debtor's Counsel: Robert C. Bruner, Esq. BRUNER WRIGHT, P.A. 2868 Remington Green Circle, Suite B Tallahassee, FL 32308 Tel: (850) 385-0342 E-mail: rbruner@brunerwright.com About Onyx Site Services Onyx Site Services, LLC, a company in Palatka, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01656) on June 11, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Judge Jacob A. Brown handles the case. The Debtor is represented by Robert C. Bruner, Esq., at Bruner Wright, P.A. OPTIQUS VISION: Hires Luis R. Carrasquillo as Financial Consultant ------------------------------------------------------------------ Optiqus Vision Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ CPA Luis R. Carrasquillo & Co., PSC as its financial consultant. The firm's services include strategic counseling and advice; modeling preparation, financial/business assistance and preparation of documentation during the Chapter 11 proceedings, as well as recommendations and financial/business assessments. The firm received a retainer in the amount of $7,500 from the Debtor. The hourly rates of the firm's professionals are as follows: Luis R. Carrasquillo $200 Marcelo Gutierrez $160 Ramon Villafane $160 Zoraida Delgado Diaz $110 Arnaldo Morales $100 Maria Vera $75 David Sanchez Diaz $85 Jean Aponte $65 Enid Olmeda $75 Luis R. Guzman $40 Kelsie M. Lopez, Esq. $50 Luis Carrasquillo, CPA, a principal at CPA Luis R. Carrasquillo & Co., 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: Luis R. Carrasquillo, CPA CPA Luis R. Carrasquillo & Co., PSC 28th Street, #TI-26 Turabo Gardens Ave. Caguas, PR 00725 Telephone: (787) 746-4555 Facsimile: (787) 746-4564 Email: luis@cpacarrasquillo.com About Optiqus Vision Inc. Optiqus Vision Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 24-02986) on July 18, 2024, listing $100,001 to $500,000 on both assets and liabilities. Judge Edward A Godoy presides over the case. The Debtor hires Almeida & Davila, P.S.C. as counsel. ORIGINAL MOWBRAY'S: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: The Original Mowbray's Tree Service, Inc. d/b/a Mowbray's Tree Service Brian Weiss, CRO c/o Force Ten Partners, LLC 5271 California Ave. Suite 270 Irvine, CA 92617 Business Description: Mowbray's Tree Service is a family owned and operated business committed to providing its client-partners with solution to their vegetation management needs. It offers hazard tree mitigation, integrated vegetation management, mechanized tree removal, emergency response, crane services, and green waste & debris management. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-12674 Judge: Hon. Theodor Albert Debtor's General Bankruptcy Counsel: Robert S. Marticello, Esq. RAINES FELDMAN LITTRELL LLP 3200 Park Center Drive Suite 250 Costa Mesa, CA 92626 Tel: (310) 440-4100 Email: rmarticello@raineslaw.com Debtor's CRO Provider: FORCE TEN PARTNERS LLC Debtor's Financial Advisor: GROBSTEIN TEEPLE LLP Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Brian Weiss as chief restructuring officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CRUSBAY/The_Original_Mowbrays_Tree_Service__cacbke-24-12674__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Amtrust Financial Services, Inc. $277,531 903 NW 65Th St. Ste 300 Boca Raton, FL 33487 Tel: 877-528-7878 2. First Insurance Funding $145,985 Corporation 450 Skokie Blvd Ste 1000 Northbrook, IL 60062-7917 Tel: 800-837-2511 Email: csr@firstinsurancefunding.com 3. Premium Assignment Corporation $133,671 dba IPFS P.O. Box 412086 Kansas City, KA 64141-2086 Tel: 855-212-6850 4. Peerless Network $38,597 P.O. Box 76112 Cleveland, OH 44101-4755 Tel: 800-440-9440 Email: enterprisecare@peerlessnetwork.com 5. The Goodyear Tire And Rubber Co. $34,134 P.O. Box 277808 Atlanta, GA 30384-7808 Tel: 330-796-5052 6. Burtronics Business Systems $7,915 P.O. Box 11529 San Bernardino, CA 92423 Tel: 909-885-7576 x.106 7. Mobile Mini - William Scotsman $6,260 PO Box 91975 Chicago, IL 60693-1975 Tel: 661-321-0137 8. Marlin Lease Servicing/Peac $4,308 P.O. Box 13604 Philadelphia, PA 19101-3604 Tel: 800-440-9440 9. Vestis $3,170 2680 Palumbo Dr Lexington, KY 40509 Tel: 866-837-8471 Email: VestisCares@Vestis.com 10. Pape Machinery $2,780 P.O. Box 35144 Seattle, WA 98124-5144 Tel: 559-268-4344 11. The Toll Roads $1,589 Violatins Department Irvine, CA 92619 Tel: 949-727-4800 12. Oklahoma Turnpike Authority $1,394 Plate-Pay PO Box 11255 Oklahoma City, OK 73136 Tel: 866-784-2622 Email: platepayhelp@pikepass.com 13. Fastrak Violation Processing Dept $1,371 PO Box 26925 San Francisco, CA 94126 Tel: 877-229-8655 14. Velocity Truck Center $1,237 Los Angeles Truck Centers, LLC Pasadena, CA 91189-1284 Tel: 909-510-4000 15. Grainger $734 Dept. 887538815 Palatine, IL 60038-0001 Tel: 888-800-1051 Email: financialservices@grainger.com 16. Linebarger Goggan Blair & Sampson $360 4828 Loop Central Drive Suite 600 Houston, TX 77081 Tel: 713-844-3400 17. Kansas Turnpike Authority $343 PO Box 802746 Kansas City, MO 64180 Tel: 316-652-2650 Email: ktag@ksturnpike.com 18. Florida Dept of Transportation $292 PO Box 31241 Tampa, FL 33631 Tel: 888-865-5352 19. City of Los Angeles $238 Parking Violations Bureau PO Box 30420 Los Angeles, CA 90030 Tel: 866-561-9742 20. North Texas Tollway Authority $177 PO Box 660244 Dallas, TX 75266 Tel: 909-818-6882 P&L DEVELOPMENT: Fitch Puts 'CCC' IDR on Watch Positive ------------------------------------------------------- Fitch Ratings has placed P&L Development Holdings, LLC's (PLD) and P&L Development, LLC's 'CCC' Issuer Default Ratings (IDRs) on Rating Watch Positive (RWP) upon the announcement of its proposed bond exchange and related transactions, as they will address significant near-term refinancing risk. Fitch may resolve the RWP with affirmations with no Rating Outlook, affirmations and the assignment of Positive Outlooks, or upgrade the ratings upon receipt of final documents and updated financial results. Fitch has also affirmed the rating on PLD Finance Corp. and P&L Development, LLC's secured bonds at 'CCC-' with a Recovery Rating of 'RR5'; however, they are not on RWP given they are expected to be repaid. Positive rating momentum will depend on a sustained rebound in operating fundamentals and cashflows, and on determining that the new preferred shares are considered non-debt, like the current shares. Fitch will assign ratings to the new bonds upon resolution of the RWP and could envision similar notching or slightly better notching than the existing bonds depending on the assessment of the incremental collateral being contributed. Key Rating Drivers Exchange Addresses Near-Term Refinancing Risk: The proposed exchange of secured bonds due 2025 for bonds due 2029, combined with the company's agreement to extend its ABL maturity to 2027, addresses near-term refinancing risk, pending final documentation. Fitch concluded the proposed transactions will not constitute a distressed debt exchange. Fitch believes creditors will likely be indifferent between the old and the new terms, which include higher principal, higher cash coupon, incremental PIK interest, additional collateral. Fitch will revisit that analysis if the terms of the exchange change or some portion of the 2025 notes remain outstanding. While the new bonds will moderately increase the debt load and increase cash interest expense, Fitch expects that the company will transition to neutral to positive free cash flow during the forecast period. Consistent FCF generation will improve its ability to service debt and reduce ABL borrowings. Capital Structure Remains Stressed: Fitch expects leverage will decline to the mid-to-high-single-digit range from the high single-digit range during 2025 through 2027, using Fitch's methodology. Fitch believes the path to a sustainable capital structure would require continued organic revenue growth along with improved operating efficiencies. Deleveraging Requires Profitable Growth: Fitch assumes that the company will deleverage and continue improving FCF primarily through EBITDA growth and tighter working capital management. Fitch believes the company will need to execute on its legacy business, as well as successfully build on its relatively new products and a number of new contract manufacturing wins. In addition, the company continues to focus on achieving operating efficiencies to improve margins. The sales-leaseback transaction for two PLD facilities provided extra liquidity to pay down debt, including the mortgage on one of its facilities. Improving Operations: PLD is improving its operating performance, particularly margins, through price increases, cost savings initiatives, working capital efficiency and new product growth. Operating headwinds faced in recent years, such as supply-chain challenges, inflationary input costs and transportation expenses have meaningfully moderated. As a result, EBITDA margin has improved and FCF was positive for the first nine months of 2024. Fitch expects this improvement will be durable. Dependable Demand: Consumer health care products benefit from relatively reliable demand. Sales tend to be recession-resistant as most people prioritize health care needs. These products can be purchased without a physician's prescription and offer relief for some non-critical medical issues. In addition, private label brands offer less costly alternatives to brand-name products, attracting cost-conscious consumers, while at the same time offering higher margins to retailers. PLD also doesn't have to negotiate with third-party payers for product placement. Quality Track Record: Product quality and reliability of supply are also important to PLD's customers. PLD has stated that it has never lost a customer or had a major quality issue. The company focuses on the three most important factors for its customers: quality, reliability of supply and providing a backup to the overwhelmingly dominant supplier in the market, Perrigo. Pricing in the segment is important but appears rational, given the scale of the largest player, Perrigo, and the much smaller second-largest player, PLD. Derivation Summary PLD's rating (CCC) reflects Fitch's view that its capital structure heading into 2025 maturities could become challenging for the company, despite recent and expected operating improvements. The RWP reflects the potential for positive rating momentum upon completion of the proposed exchange offer and related transactions and given recent improvements in operating performance and cashflows. Prior to the previous downgrade to 'CCC', PLD's ratings recognized its position in a generally durable health care segment, although with significantly smaller scale, margins and FCF relative to peers. PLD's closest peer is Perrigo Plc (BB/Negative), whose higher rating reflects its scale, diversification and lower leverage. Fitch also compares PLD to other lower-rated health care pharmaceutical manufacturers such as Mallinckrodt (B-/Positive) and Bausch Health (CCC), which benefit from similar factors as PLD. However, these two issuers have more contingent liabilities, which is common for the pharmaceutical industry. Parent-Subsidiary Linkage The approach taken is a weak parent (P&L Development Holdings, LLC) and a strong subsidiary (P&L Development, LLC). Using Fitch's PSL criteria, the agency concludes there is open ring fencing and access & control. As such, Fitch rates the parent and subsidiary at the consolidated level with no notching between the two. Key Assumptions - Low- to mid-single-digit organic revenue growth during the forecast period; - Margins gradually and moderately improving due to a favorable sales mix shift driven new product launches, cost reduction and the moderation of headwinds from inflation/supply-chain disruptions; - FCF becomes positive during the forecast period; - EBITDA Leverage (total debt/EBITDA) gradually declines throughout the forecast period. Recovery Analysis In accordance with Fitch's Recovery Rating (RR) methodology, issue ratings are derived from the IDR and the relevant RR. Fitch's recovery analysis assumes a going-concern enterprise value for a reorganized firm of approximately $348 million. Fitch has assumed a going-concern EBITDA of $55 million, which reflects Fitch's view that the reorganization would be driven by an inability to execute an orderly refinancing and reflects the current run-rate EBITDA which it would likely enter with the next major refinancing. This is a slight reduction from the previous going-concern EBITDA assumption of $58 million. The change reflects the expected increase in rent expense resulting from a sales-leaseback transaction completed on one of its facilities, a portion of the proceeds were used to repay structurally senior debt. An EBITDA multiple of 6.0x is used to calculate the enterprise value which compares to the low-to-mid 6x observed for restructured health care companies and at the lower end of the 6.0x-7.0x range assumed for smaller, high-yield pharmaceutical firms. This may be slightly conservative, given the relatively less-scrutinized pricing environment and potentially onerous litigation profile compared to prescription drug manufacturers. However, PLD is significantly smaller in scale than its largest peer, Perrigo. Acquisition multiples in the sector range from mid-single digits to mid-teens, depending on the attractiveness of the asset in terms of the exclusivity, diversity and growth potential of the target's product portfolio. However, PLD acquired the Teva OTC business for roughly 3x PLDH's view of adjusted EBITDA after renegotiating the cost of the active pharmaceutical ingredient from Nicobrand. This is likely due to Teva viewing this business as non-core and focusing on its other segments. Fitch assumes the $125 million ABL is fully drawn and $9 million of structurally senior debt is outstanding at the time of reorganization. In addition, the analysis assumes that the company's $30 million receivables facility is fully utilized. The estimated $465 million of secured notes have below-average recovery prospects in a reorganization scenario, which maps to a 'CCC-'/'RR5' rating, one notch below the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued improved operating performance including consistently positive FCF generation; - Improving EBITDA leverage; - EBITDA interest coverage trending upwards towards 1.5x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA interest coverage trending towards below 1.0x; - Durably negative FCF. Liquidity and Debt Structure At Sept. 30, 2024, the company had $3 million in cash and cash equivalents and $85 million availability on its $125 million ABL which matures in 2025. However, PLD has agreed with its lenders to extend its ABL maturity to 2027, pending final documentation. The company is currently addressing its major maturity in 2025 of the secured notes. Issuer Profile PLD manufactures, packages and sells private-label consumer health products. The portfolio of products includes medicines to treat pain, allergies, digestive disorders, insomnia, cough/cold and motion sickness. The company also makes products used for first aid, electrolyte replacement, diagnostics, nutrient/vitamin gummies, supplements, creams/lotions, smoking cessation and nutritional shakes. Summary of Financial Adjustments Hybrids Treatment and Notching The preferred shares are treated as shareholders equity, given they are held by an associated investor and there are no cash pay-out requirements prior to the maturity of the existing bonds. Fitch will re-assess the non-debt treatment of the preferreds in conjunction with the changes to some its terms. Receivables Factoring Facility The balance sheet and cash flow statement have been adjusted for the use of the factoring facility. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- P&L Development Holdings, LLC LT IDR CCC Rating Watch On CCC PLD Finance Corp. senior secured LT CCC- Affirmed RR5 CCC- P&L Development, LLC LT IDR CCC Rating Watch On CCC senior secured LT CCC- Affirmed RR5 CCC- P3 HEALTH: CFO Elliott Leif Holds 750,000 Shares via Stock Option ----------------------------------------------------------------- Elliott Pedersen Leif, Chief Financial Officer of P3 Health Partners Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing direct beneficial ownership of stock options to purchase 750,000 shares of the Company's Class A Common Stock. The stock options are exercisable until September 3, 2034, at a price of $0.4599 per share. The option will vest in stages, with 25% of the shares vesting on August 26, 2025, and the remaining 75% vesting in equal installments every three months over the subsequent three-year period, contingent upon Mr. Leif's continued employment. A full-text copy of Mr. Leif's SEC Report is available at: https://tinyurl.com/y7yxsses About P3 Health Partners Henderson, Nev.-based P3 Health Partners Inc is a patient-centered and physician-led population health management company and, for accounting purposes, the successor to P3 Health Group Holdings, LLC and its subsidiaries after the consummation of a series of business combinations in December 2021 with Foresight Acquisition Corp. As the sole manager of P3 LLC, P3 operates and controls all of the business and affairs of P3 LLC and P3â€²s only assets are equity interests in P3 LLC. Going Concern As of June 30, 2024, and December 31, 2023, the Company had $73.1 million and $36.3 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company's capital requirements will depend on many factors, including the pace of the Company's growth, ability to manage medical costs, the maturity of its members, and its ability to raise capital. The Company continues to explore raising additional capital through a combination of debt financing and equity issuances. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company's ability to execute on its business plan and have an adverse effect on its business, results of operations, and future prospects. As a result of these matters, substantial doubt exists about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. PACKERS HOLDINGS: S&P Cuts ICR to 'CCC-' on Deteriorating Liquidity ------------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on U.S.-based food-processing sanitation services provider Packers Holdings LLC (Packers), including its issuer credit rating, to 'CCC-' from 'CCC'. The negative outlook indicates the possibility S&P could lower its rating if the company pursues a distressed debt transaction that that S&P deems tantamount to a default, or if it will default on its debt obligations within the next six months. Fallout from Packers' child labor law violations from 2023 continue to impede its operating performance and liquidity. Packers' has seen its revenue over the 12-month period ended in June 2024 decrease by 16.9% over the same period a year earlier due to contract cancellations arising from its child labor law violations that began in the first quarter of fiscal 2023. Its profitability was also hurt by the loss of these high-margin contracts, as well as onetime costs to remediate the incident, increased ongoing compliance costs, and start-up costs it has incurred on newly acquired contracts, with trailing 12-month S&P Global Ratings adjusted EBITDA margins for the declining to 4.9% for the June 2024 compared to 11.5% in the same period a year earlier. While the company elected to pay interest in kind on its mezzanine facility to reduce cash interest payments and preserve liquidity, it still generated a free operating cash flow (FOCF) deficit of $24.4 million during this 12-month period. With these continued cash flow deficits, the company's cash on hand decreased to $30.2 million at the end of its second quarter of fiscal 2024, three months ended June 30, 2024, slightly lower than the $33 million it had in the same period a year earlier; however, this is inclusive of the company drawing $12.2 million on its revolving credit facility, which, due to outstanding letters of credit, exhausts the remaining borrowing capacity on the facility. While this level of liquidity should be sufficient for the company to conduct its operations for a few more quarters, it leaves limited cushion to absorb future deficits, which could be necessary for the company to support a growing pipeline of new contract opportunities, given that startup costs and upfront cash outlays are required to commence them and typically, take a few quarters to recoup those investments. S&P also thinks it would be unlikely the company could resume cash interest payments on its mezzanine debt at these levels. The rising of principal outstanding on its mezzanine facility could complicate refinancing efforts and suggest increasing default risk. Packers' mezzanine facility matures Dec. 4, 2025, and it could face an acceleration of the maturity of its term loans to Sept. 4, 2025, if more than $100 million of principal on the mezzanine facility remains outstanding as of this date, which is less than 11 months away. Apart from the heightened refinancing risk we believe the company was already facing due to its operational struggles, the principal balances outstanding on this debt have increased from $250 million in June 2023 to approximately $285.4 million as of June 30, 2024, because the company has continued to elect to pay interest in kind on this debt. S&P said, "We believe the company will likely need to execute a refinancing transaction or obtain additional capital to prevent a default, as its current liquidity position is insufficient to meet payment requirements. While we expect the company to evaluate its options, we anticipate that it could face difficulties executing such a transaction, given the significant discount at which its debt obligations are trading in the secondary markets and the increasing amount of capital it would need to raise to comply with principal requirements on the mezzanine obligation. As such, we see a growing risk of a debt transaction that we deem distressed and tantamount to a default under our criteria or an actual payment default occurring over a shorter time horizon than we previously thought. "The negative outlook indicates the possibility that we could lower our rating if the company pursues a distressed debt transaction that we deem tantamount to a default, or if it will default on its debt obligations within the next six months. "Social factors remain a negative consideration in our credit rating analysis of Packers, which affects our assessment of its competitive position. A large number of child labor violations led to $1.5 million in civil penalties along with the loss of multiple customer contracts. While the company has taken steps to mitigate these concerns, the reputational damage with its key customers could lead to further revenue declines that extend beyond our forecast. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." PDT INC: Unsecured Creditors Will Get 2.18% of Claims in Plan ------------------------------------------------------------- PDT Inc. filed with the U.S. Bankruptcy Court for the Southern District of California a Small Business Subchapter V Plan of Reorganization dated September 9, 2024. The Debtor qualifies as a Subchapter V Debtor under the definition provided in Section 1182 of the Bankruptcy Code. Debtor owes an aggregate debt of less than $7,500,000 which was incurred in commercial or business activities. The Debtor filed this case in large part because of a dispute with one of its MCA lenders that caused Debtor's customers to withhold payments and, in some cases, discontinued business with Debtor. This MCA lender, Swift Financial California, LLC, aggressively contacted Debtor's customers prepetition to intercept receivables. The interception caused chaos and confusion with customers of Debtor with Swift's communications asserting a right to the receivables. Some confusion continued post-petition with customers that were concerned about their own legal liability causing them to discontinue payment obligations. Most customers continued doing business with Debtor, making routine payments to Debtor post petition. The Debtor's projections show that it was impacted pre-petition as well as during the early months of this case but that it recovers post-confirmation, providing a 2.18% dividend to the general unsecured class, excluding Can Capital Inc. which is separately classified. Class 3.1 contains unsecured claims that are not entitled to priority under Code Section 507(a). Each allowed general unsecured claim that is not disputed, contingent, or subject to a claim objection or plan treatment stipulation will receive its pro rata share equal to 2.18% of its allowed claim, to be disbursed in quarterly installments, or upon payment in full, whichever occurs sooner. Members of this class include Capital One, American Express National Bank, On Deck Capital, and Swift Funding California LLC. The allowed unsecured claims excluding contingent, unliquidated, and disputed total $597,278.36. This Class is impaired. Can Capital, Inc. is excluded from Class 3.1 and is instead classified in Class 3.2. based upon a setoff in Debtor's projected recovery of preferential or fraudulent transfers. Can Capital, Inc. filed case number 37-2023-00024320-CU-CO-NC ("Action") against Debtor in Superior Court, County of San Diego, North County Branch. The Action concerns allegations that PDT Inc. entered into a business loan agreement with WebBank that was subsequently assigned to Can Capital, Inc. The Debtor resolved the Action by entering a mutual release and settlement agreement followed by a stipulated judgment totaling $122,462.50 plus interest at 10% per annum plus court costs of $736.50 and attorney's fees of $4,000. The resolution provided for Debtor to make a total payment of $80,000 with monthly installments of $6,666.67 starting on March 28, 2024, and each month thereafter through February 28, 2025. The Debtor made a payment to Can Capital Inc. of $6,666.67 on April 26, 2024, that Debtor believes is subject to Section 547. Barnhill v. Johnson (1992) 503 U.S. 393, 394 ("Under the Bankruptcy Code's preference avoidance section, Section 547, the trustee is permitted to recover, with certain exceptions, transfers of property made by the debtor within 90 days before the date the bankruptcy petition was filed.") Another payment of $6,666.67 was paid through a debt settlement company by way of Debtor's pre-petition assets. Debtor demanded the return of the preference payment without success. Debtor's Plan sets off any return to Can Capital and separately classifies the claim so that they are not in a better position by the preference payment than similarly situated unsecured claims. The amount that Can Capital would receive as a general unsecured creditor under the Plan in Class 3.1 would be 2.1% of its allowed claim or less than $3,500. Because more than $3,500 was transferred to Can Capital, Inc. as a preference payment, Can Capital, Inc. is not entitled to an additional distribution under the Plan. The funding of the Plan will be by way of "available cash" on the Effective Date of the Plan and from projected future disposable income Debtor generates with post-confirmation operations. A full-text copy of the Subchapter V Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=7CJiK9 from PacerMonitor.com at no charge. About PDT Inc. PDT Inc. offers auto detailing products. PDT Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-02171) on June 13, 2024. In the petition signed by John Wilkoski, as president, the Debtor reports total assets of $196,436 and total liabilities of $1,219,905. The Honorable Bankruptcy Judge Christopher B. Latham oversees the case. The Debtor is represented by: Andy Warshaw, Esq. DIMARCO WARSHAW, APLC PO Box 704 San Clemente, CA 92674 Tel: (949) 345-1455 Fax: (949) 417-9412 Email: andy@dimarcowarshaw.com PERIMETER FOODS: Seeks to Hire Hoover Penrod as Legal Counsel ------------------------------------------------------------- Perimeter Foods, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Hoover Penrod, PLC as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management and operation of the assets of its estate; (b) advising and consulting on the conduct of the Debtor's bankruptcy case, including all of the legal requirements of operating in Chapter 11; (c) attending meetings and negotiating with representatives of creditors and other parties in interest; (d) taking all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the Debtor, and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; (e) preparing legal papers; (f) advising the Debtor in connection with any potential sale of its assets; (g) appearing before the court; (h) taking any necessary action on behalf of the Debtor to negotiate and obtain approval of a Chapter 11 plan and documents related thereto; and (i) other necessary legal services. The firm will charge these hourly fees: Hannah W. Hutman $400 per hour Other attorneys $400 per hour Paralegal $120 per hour The firm received a retainer in the amount of $20,000. As disclosed in court filings, Hoover Penrod and its attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Hannah W. Hutman, Esq. C. Andrew Bolt, Esq. Hoover Penrod, PLC 342 South Main Street Harrisonburg, VA 22801 Tel: (540) 433-2444 Fax: (540) 433-3916 Email: hhutman@hooverpenrod.com abolt@hooverpenrod.com About Perimeter Foods Perimeter Foods, LLC, doing business as Robert Rothschild Farm Foods, is a fruit and vegetable preserving and specialty food manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 24-50529) on September 23, 2024, with up to $50,000 in assets and up to $10 million in liabilities. David MacDonald, member and manager, signed the petition. Hannah W. Hutman, Esq., at Hoover Penrod, PLC represents the Debtor as legal counsel. PHCV4 HOMES: Seeks Approval to Hire Spain & Gillon as Counsel ------------------------------------------------------------- PHCV4 Homes LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Spain & Gillon, LLC as counsel. The firm will render these services: a. provide the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of the Debtor's financial affairs; b. take necessary action required to reject or accept the executory contracts of the Debtor; c. prepare necessary applications, answers, contracts, reports and other legal documents; d. perform any and all legal services arising out of or connected with the bankruptcy case; and d. preform any and all other legal services for the Debtor as may be necessary to achieve confirmation of Chapter 11 Plan of Reorganization. The firm will be paid in these rates: Stephen M. Leara, Esq. $495 per hour Walter F. McArdle, Esq. $450 per hour Frederick M. Garfield $350 per hour Paralegals $195 per hour Spain & Gillon received a retainer in the amount of $14,500. Stephen Leara, Esq., a member of Spain & Gillon, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen M. Leara, Esq. Spain & Gillon, LLC 505 20th St N #1200 Birmingham, AL 35203 Phone: (205) 328-4100 Email: sleara@spain-gillon.com About PHCV4 Homes LLC PHCV4 Homes LLC is part of the residential building construction industry. PHCV4 Homes LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02751) on September 10, 2024. In the petition filed by Misty M. Glass, as manager, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Honorable Bankruptcy Judge Tamara O. Mitchell handles the case. The Debtor is represented by Frederick M. Garfield, Esq. at SPAIN & GILLON, LLC. PIEDMONT OFFICE: S&P Downgrades ICR to 'BB+', Outlook Stable ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Piedmont Office Realty Trust Inc. to 'BB+' from 'BBB-'. S&P affirmed its 'BBB-' issue-level rating on the company's senior unsecured notes and assigned a '2' recovery rating (rounded estimate: 70%). S&P said, "The stable outlook reflects our expectation that even though office fundamentals remain weak comparatively to other subsectors in real estate, we believe that leasing activity for Piedmont will continue its positive trajectory with operating and credit protection metrics to remain near current levels. "Our downgrade on Piedmont's issuer credit rating reflects our view that the company's elevated credit protection measures compared to peers and lease expiration schedule over the next two years could stagnate occupancy levels despite ongoing improvement. As of June 30, the company's portfolio was 87.3% leased (with 83% of leases commenced), a 110-basis point increase from the prior-year period, although economic occupancy remained low at 78.8%. The company recently reported leased occupancy as of the end of third quarter further improved to 88.8% from continued healthy leasing volume, executing approximately 461,000 square feet of leases with cash rent growth of 4.0%. Although the company is showing some signs of operating performance stabilization, Piedmont executed approximately two million square feet of leasing through the third quarter, we believe the company's upcoming larger lease expiration schedule in 2025 and 2026 (8.4% and 10.4% of annualized rent, respectively) could pressure metrics should current leasing momentum not be maintained. The company has minimal leasing left for the remainder of the year with about 2.8% expiring and addressed its larger near-term lease expirations but faces several sizeable expirations in 2026. Given the company's current robust leasing pipeline of 3 million square feet, leases that are in late-stage negotiations, and the mark to market potential of the portfolio, we expect the company will be able to navigate most of its lease rollover for the remainder of 2024. "We anticipate credit metrics will show limited improvement over the next 12 months. We expect debt to EBITDA to remain in the mid to high 6x range. Piedmont was proactive in refinancing its debt maturity ladder over the past 18 months despite challenging capital market conditions and a higher interest rate environment, which we view positively. That said, this has caused fixed-charge coverage ratio to decline to 2.5x for the trailing 12-month period ended June 30 from 3.5x the prior year period from higher interest expense related to refinancings of lower coupon debt. This year, the company obtained a new $200 million unsecured term loan and accessed the unsecured bond market by issuing $400 million of senior unsecured notes due in July 2029, that bears a coupon rate of 6.875%. The company used proceeds from these issuances, along with $54 million of dispositions proceeds, to repay two unsecured term loans and the balance on its revolving credit facility, and earmarked the rest to address its $250 million term loan due in March 2025. Once this is repaid, the company's debt maturity schedule eases for a couple of years until July 2027 when $200 million of debt matures. This should allow its fixed-charge coverage ratio to normalize over the next couple of years, assuming operating performance does not deteriorate further than our forecast. We expect fixed-charge coverage ratio to be in the low-2x area over the next year and slowly improve thereafter largely dependent on EBITDA growth as rents from the company's leased pipeline commences and free rent periods burn off. "We do not expect asset sales to be a significant source of capital for Piedmont because the transaction market remains challenging for office assets. We do not expect asset sales to substantially improve debt leverage over the next year or two, but rather for it to gradually improve as the company's EBITDA base grows from its robust 1.5 million square feet of leasing activity this year which results in an additional $48mm of annual revenue that will flow through EBITDA by the end of next year. We expect that Piedmont would largely direct proceeds from asset sales to repay debt, like it did with the proceeds from asset sales completed so far this year. We expect S&P Global Ratings-adjusted debt to EBITDA to be in the high-6x area over the next year and gradually improve to the mid-6x area in 2025. "The stable outlook reflects our expectation that operating performance is normalizing and we anticipate increased EBITDA generation over the next couple of years from the company's leased pipeline that is under rental abatement or has not yet commenced. We expect demand for good quality assets in the Sunbelt region will continue such that occupancy will remain near current levels, despite ongoing weak office fundamentals. We also anticipate the company will maintain credit metrics near current levels including S&P Global Ratings-adjusted debt to EBITDA in the mid- to high-6x area and for fixed-charge coverage to be in the low- to mid-2x area over the next year." PRESPERSE CORP: Unsecured Creditors Unimpaired in Plan ------------------------------------------------------ Presperse Corporation filed with the U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement for the Joint Prenegotiated Plan of Reorganization dated September 9, 2024. Presperse, founded in 1981 by the late Alan B. Black, is a supplier of specialty raw materials for the cosmetics and personal care industry, both in the United States and internationally. The Debtor's sole equity holder, SCOA, made an initial investment in the Debtor in 2007 and acquired a 20% stake in Presperse at that time. In 2010, SCOA together with its parent at the time, SGMA, acquired the remaining interests in the Debtor. As of March 2017, the Debtor was a wholly-owned subsidiary of SCOA. The Plan contains a comprehensive negotiated settlement between and among the Debtor, SCOA (the Debtor's parent and 100% equity owner), the pre-petition Talc Claimants' Committee, and the pre petition Future Claimants' Representative. The centerpiece of the Plan is the creation and funding of a Talc Personal Injury Trust under sections 105 and 524(g) of the Bankruptcy Code and the Talc Personal Injury Channeling Injunction that will channel all Talc Personal Injury Claims to the Talc Personal Injury Trust. The scope of the Talc Personal Injury Channeling Injunction will, inter alia, cover all current and future Talc Personal Injury Claims (including Demands) based in whole or in part on allegations that Presperse supplied talc products allegedly containing asbestos and which products allegedly caused harm to the talc plaintiffs. The Talc Personal Injury Channeling Injunction will enjoin all Talc Personal Injury Claims, in any jurisdiction, that are asserted against Presperse, the Reorganized Debtor, or any of the other Protected Parties, including, without limitation, SCOA. Section VIII.C of the Plan sets forth the Talc Personal Injury Channeling Injunction and Section I.A.96 of the Plan lists the Protected Parties thereunder. The Talc Personal Injury Trust on the Effective Date will be funded with the Presperse Contributed Cash, which consists of Cash in the amount of $49,000,000, less and reduced dollar for dollar by the Presperse/SCOA Bankruptcy Fees and Costs Contribution Reduction Amount. The Presperse Contributed Cash will be funded through the SCOA Contribution, which consists of the Settlement Payment by SCOA. The Talc Personal Injury Trust will also receive, on the Effective Date of the Plan, the Trust Note in the amount of $1,000,000. The Trust Note is a promissory note to be issued jointly by the Reorganized Debtor and SCOA to the Talc Personal Injury Trust in the original principal sum of $1,000,000 bearing interest at four percent per annum with a 6-month maturity. Principal and interest payments shall be paid on a monthly basis. The Trust Note shall be secured by a lien on 50.1% of the stock of Reorganized Debtor. The Trust Note shall be prepayable in whole or in part at any time at par plus accrued interest without any prepayment premium or penalty. The Debtor estimates that the total Allowed amount of all prepetition General Unsecured Claims other than Talc Personal Injury Claims, and/or other Intercompany Claims (which will be reinstated under the Plan) will be relatively de minimis. In any event, the Debtor has sought relief to pay and satisfy prepetition claims of ordinary course trade creditors in the ordinary course of business. The Financing Facility funded by SCOA will be Reinstated under the Plan in full in the ordinary course in accordance with the terms of the Financing Facility or as otherwise agreed to between the Reorganized Debtor and SCOA. Class 3 consists of General Unsecured Claims. Except to the extent a Holder of an Allowed General Unsecured Claim agrees to different treatment of that General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall be shall be Reinstated and paid in the ordinary course of business in accordance with the terms and conditions of the particular transaction or agreement giving rise to such General Unsecured Claim, or otherwise provided such treatment to render it Unimpaired, or as otherwise agreed to between the parties. Class 4 consists of Talc Personal Injury Claims. As of the Effective Date, liability for all Talc Personal Injury Claims shall automatically, and without further act, deed, or court order, be channeled solely and exclusively to and assumed by the Talc Personal Injury Trust in accordance with, and to the extent set forth in, Articles IV and VIII to the Plan, the applicable Plan Documents and the Confirmation Order. Each Talc Personal Injury Claim shall be resolved in accordance with the terms, provisions, and procedures of the Talc Personal Injury Trust Agreement and the Talc Personal Injury Trust Distribution Procedures. The sole recourse of the Holder of a Talc Personal Injury Claim on account of such Talc Personal Injury Claim shall be to the Talc Personal Injury Trust, and each such Holder shall have no right whatsoever at any time to assert its Talc Personal Injury Claim against any Protected Party. On the Effective Date, the Talc Personal Injury Trust shall be established in accordance with the Plan Documents, the Talc Personal Injury Trust Documents, and section 524(g) of the Bankruptcy Code and managed pursuant to the terms and conditions of the Talc Personal Injury Trust Documents. On the Effective Date, the Cooperation Agreement shall become effective and the Debtor's talc and asbestos-related records shall be treated in accordance therewith. A full-text copy of the Combined Disclosure Statement and Plan dated September 9, 2024 is available at https://urlcurt.com/u?l=uRdJpk from Kroll Restructuring Administration LLC, claims agent. Proposed Counsel to the Debtor: Morris S. Bauer, Esq. DUANE MORRIS LLP 200 Campus Drive, Suite 300 Florham Park, NJ 07932-1007 Tel: 973-424-2000 Fax: 973-424-2001 E-mail: msbauer@duanemorris.com About Presperse Corporation Presperse Corporation provides premium specialty ingredients to formulators of skincare, sun care, hair care, color cosmetics, and diverse areas of beauty and wellness. Presperse Corporation sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18921) on Sept. 9, 2024. In the petition filed by CFO Mehul Shah, Presperse disclosed $10 million to $50 million in assets and $50 million to $100 million in debt. The Hon. Michael B Kaplan presides over the case. Duane Morris LLP is the Debtors' general bankruptcy counsel. Getzler Henrich is the Debtors' financial advisor. Kroll Restructuring Administration LLC is the Debtors' claims and noticing agent. The Talc Claimants' Committee retained Robinson & Cole as legal counsel and GlassRatner (doing business as B. Riley) as financial advisor, and Legal Analysis Systems to provide advice. Value Extraction Services is the prepetition future claimants' representative, and hired Young Conaway as counsel, Ankura Consulting Group as consultant, and jointly retained, together with the Talc Claimants' Committee, B. Riley as financial advisor. Presperse's parent, Sumitomo Corporation of Americas, is providing post-petition financing and is represented by lawyers at Lowenstein Sandler. PRETIUM PKG: Moody's Cuts CFR to Caa3 & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Ratings downgraded Pretium PKG Holdings, Inc.'s corporate family rating to Caa3 from Caa2, and its probability of default rating to Caa3-PD/LD from Caa2-PD. At the same time, Moody's appended a limited default designation ("/LD") to the PDR to reflect the company's repurchasing its outstanding second lien senior secured term loan at a discounted prices during the first half of 2024. Moody's further downgraded the company's first lien senior secured first-out term loan to B3 from B2 and its first lien senior secured second-out term loan to Caa3 from Caa2. Concurrently, Moody's affirmed the Ca rating on the second lien senior secured term loan that is left unexchanged from the previous distressed exchange closed in October 2023. The rating outlook is changed to negative from stable. The rating action reflects Pretium's repurchasing a total of $114 million second lien senior secured term loan since the previous distressed exchange closed in October 2023. The most recent repurchase closed in April 2024 and the company used a substantial portion of cash it had after its October 2023 debt restructuring for these repurchases. Moody's consider these repurchases a default since these transactions further eroded the company's liquidity profile and could result in an economic loss to creditors. The transactions did not constitute an event of default under the terms of the loans. Moody's appended a "/LD" designation to Pretium's Caa3-PD PDR, which will be removed in approximately three business days. "The downgrade of the ratings reflects Pretium's weaker liquidity position after using the cash on hand to repurchase a portion of the outstanding second lien term loan and expectation of continued negative free cash flow generation," said Motoki Yanase, VP - Senior Credit Officer at Moody's Ratings. The negative outlook reflects Moody's view that Pretium's capital structure will remain untenable with a high leverage and negative free cash flow generation during the next 12-18 months. Governance considerations are relevant to the rating action, including risks from an aggressive financial policy with an elevated debt load and weak liquidity. RATINGS RATIONALE Pretium's Caa3 CFR reflects the company's weak credit metrics with very high leverage over 17x for the 12 months that ended June 2024. The high debt load restrains the expected recovery for debt holders in the event of default and increases refinancing risk. The company has an aggressive financial policy as illustrated by its debt load and history of acquisition-driven growth. Moody's expect cash flow from operations before working capital changes (Funds from operations (FFO)) to remain negative over the next 12-18 months, despite a projected recovery in volumes and sales. Liquidity will remain weak, mainly reflecting negative free cash flow Moody's expect through fiscal 2026 will increase the company's dependence on the $100 million asset-based (ABL) revolver, expiring October 2026. As of June 30, 2024, the company had $60 million of cash on hand and $94 million availability under its ABL revolver. Pretium's credit strengths include its diverse end markets, including nutrition and wellness, specialty food and beverage, and personal care. Almost all of Pretium's business is under contract with resin cost pass-throughs, which helps the company maintain its margins. The senior secured first-out term loan is rated B3, three notches above the Caa3 CFR. The higher rating reflects the priority lien on the collateral and limited proportion of the loan in the debt capital structure with the loss absorption provided by the lower tranches. The loan's rating is one notch below the rating Moody's would assign to other senior secured obligations based on its loss given default (LGD) model derived outcome. The negative override of the LGD model rating reflects Moody's view of a lower recovery rate in the event of default. The senior secured second-out term loan is rated Caa3, in line with the CFR. The rating reflects the significant proportion of the loan in the company's debt capital structure. The rating also reflects limited recovery of the loan after the company's enterprise value is absorbed by the priority claims, including the priority account payable, the ABL revolver and the first-out term loan in the event of default. The second-lien term loan is rated Ca, one notch below the CFR. The lower rating reflects their subordinated positions relative to the super senior loans and very weak recovery in a potential default scenario. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Governance is key consideration among the environmental, social and governance (ESG) factors for Pretium' rating. The company's exposure to governance risks reflects its aggressive financial strategy and risk management, including its historical debt-financed acquisitions and elevated debt load even after the debt restructuring. The governance score also considers the distressed exchange. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if the company maintains at least adequate liquidity and sustained improvement in operating results to attain a more sustainable capital structure. Moody's could downgrade the ratings if there is an expectation of a weaker recovery in the event of default. Headquartered in St. Louis, Missouri, Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. has been a portfolio company of Clearlake since January 2020. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. PROMINENCE HOMES: Seeks Approval to Hire Spain & Gillon as Counsel ------------------------------------------------------------------ Prominence Homes & Communities LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Spain & Gillon, LLC as counsel. The firm will render these services: a. provide the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of the Debtor's financial affairs; b. take necessary action required to reject or accept the executory contracts of the Debtor; c. prepare necessary applications, answers, contracts, reports and other legal documents; d. perform any and all legal services arising out of or connected with the bankruptcy case; and d. preform any and all other legal services for the Debtor as may be necessary to achieve confirmation of Chapter 11 Plan of Reorganization. The firm will be paid in these rates: Stephen M. Leara, Esq. $495 per hour Walter F. McArdle, Esq. $450 per hour Frederick M. Garfield $350 per hour Paralegals $195 per hour Stephen Leara, Esq., a member of Spain & Gillon, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen M. Leara, Esq. Spain & Gillon, LLC 505 20th St N #1200 Birmingham, AL 35203 Phone: (205) 328-4100 Email: sleara@spain-gillon.com About Prominence Homes & Communities LLC Prominence Homes & Communities LLC is part of the residential building construction industry. Prominence Homes & Communities LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02790) on September 12, 2024. In the petition filed by Misty M. Glass, as manager, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge D Sims Crawford handles the case. The Debtor is represented by Stephen P. Leara, Esq. at SPAIN & GILLON, LLC. REYNOSO VINEYARDS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Reynoso Vineyards, Inc. 365 N. Jefferson St. Unit 3408 Chicago, Ill. 60661 Business Description: Reynoso is a family-owned vineyard in the Alexander Valley of Sonoma County California. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-15572 Judge: Hon. Deborah L Thorne Debtor's Counsel: Michael J. Greco, Esq. MICHAEL J. GRECO, ATTORNEY AT LAW 175 W. Jackson Blvd., Suite 240 Chicago, Ill. 60604 Tel: 312-222-0599 Email: michaelgreco18@yahoo.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Joseph Reynoso as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2VSV5FA/Reynoso_Vineyards_Inc__ilnbke-24-15572__0001.0.pdf?mcid=tGE4TAMA RMLJ HOLDINGS: Unsecured Creditors Will Get 3.87% of Claims ----------------------------------------------------------- RMLJ Holdings 1, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization for Small Business dated September 9, 2024. The Debtor currently owns five houses and a vacant lot. Currently, its main business is short-term (and some medium-term) rentals of its properties through listings on Airbnb and Vrbo, although it is also seeking to find a long-term renter for its house in Kearny, Arizona. Philip Zweig founded RMLJ in 2010, and initially it experienced rapid growth and expansion. To finance its expansion, the firm borrowed against existing assets to acquire and develop multiple high value properties, benefiting from a favorable market environment. However, this aggressive expansion strategy became a significant liability when the real estate market experienced an unexpected downturn. In light of RMLJ's mounting challenges, Mr. Zweig ultimately determined that filing a bankruptcy reorganization petition was the most viable option to restructure the Debtor's debts and attempt to stabilize its operations. The bankruptcy filing has allowed the company to negotiate with creditors, seek protection from further legal actions, and develop a plan to address its financial obligations. Based upon the value of the collateral, the Debtor has $2,058,208.06 of secured claims. The Debtor owes an estimated $111.00 of priority tax claims to the ADOR. Finally, the Debtor potentially owes $191,266.06 to unsecured creditors. The Debtor also has administrative claims owing to its bankruptcy counsel and the subchapter V trustee. However, the Debtor or other parties-in interest may object to proofs of claim on or before the deadline for objections. Any distribution to general unsecured creditors would be greater than what they would receive in a Chapter 7 proceeding (which would be $0.00). The Debtor is dedicating $7,400 to pay unsecured creditors over the life of the Plan, so that all secured, administrative, and priority creditors will be paid in full, and unsecured creditors will receive a distribution (approximately 3.87%), which is better than unsecured creditors would receive in a Chapter 7 liquidation (0%). This Plan of Reorganization under Bankruptcy Code Chapter 11, Subchapter V, proposes to pay the Debtor's creditors from cash flow from continued business operations. Class 3 consists of Non-priority unsecured claims. The creditors with Allowed Unsecured Claims in Class 3 shall be paid quarterly their pro rata share of funds paid into the Plan Fund after all administrative, priority, and secured claims are paid in full, until each has received their pro-rata share of a total of not less than $7,400.00. This Class is impaired. Class 4 consists of RMLJ Equity Interest Holder. Mr. Zweig is and shall remain the sole owner of RMLJ. RMLJ shall retain all assets not distributed to creditors pursuant to the Plan, and such assets shall be revested in RMLJ upon confirmation of the Plan, if the Plan confirmation is consensual, or upon closing of the case, if the Plan confirmation is non-consensual. Mr. Zweig shall retain his interest in RMLJ but shall not receive a distribution on account of his equity interests until after all claims are paid according to the terms of the Plan. Mr. Zweig shall continue to receive his management fees from RMLJ. The Debtor shall establish a separate account for the management and payment of claims of projected disposable income (the "Plan Fund") for the management of all funds for distribution to creditors and claimants. If the Plan is confirmed under 1191(a), the Plan Fund will be administered by the Debtor. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, the Debtor shall make Plan payments to the Trustee for distribution to administrative, priority, and unsecured creditors and claimants under the Plan. The Debtor shall remit Plan payments to the Trustee monthly (no later than the 10th day of each month) following Plan confirmation. A full-text copy of the Plan of Reorganization dated September 9, 2024 is available at https://urlcurt.com/u?l=Udv8l2 from PacerMonitor.com at no charge. About RMLJ HOLDINGS 1, LLC RMLJ Holdings 1 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04630) on June 10, 2024. In the petition signed by Philip G. Zweig, as manager, the Debtor estimated assets and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Brenda K. Martin oversees the case. The Debtor is represented by: D. Lamar Hawkins, Esq. GUIDANT LAW, PLC 402 E. Southern Ave Tempe, AZ 85282 Tel: (602) 888-9229 E-mail: lamar@guidant.law ROOFSMITH RESTORATION: Taps Roetzel & Andress as Legal Counsel -------------------------------------------------------------- Roofsmith Restoration, Inc. and 122 Western Avenue, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Roetzel & Andress as their bankruptcy counsel. The firm's services include: (a) advising the Debtors with respect to their powers and duties as Debtors-in-Possession; (b) advising the Debtors with respect to all bankruptcy matters; (c) preparing on behalf of the Debtors all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of its estate; (d) representing the Debtors at all hearings on matters relating to its affairs and interests as Debtors-in-Possession before this Court, any appellate courts, the United States Supreme Court, and protecting the interests of the Debtor; (e) prosecuting and defending litigated matters that may arise during these Chapter 11 Cases, including such matters as may be necessary for the protection of the Debtors' rights, or the preservation of estate assets; (f) negotiating and seeking approval of a sale of some or all of the Debtors' assets should such be in the best interests of the Debtors' estates; (g) negotiating appropriate transactions and preparing any necessary documentation related thereto; (h) representing the Debtors on matters relating to the assumption or rejection of executory contracts and unexpired leases; (i) advising the Debtors with respect to corporate, securities, real estate, litigation, labor, finance, environmental, regulatory, tax, healthcare and other legal matters which may arise during the pendency of these Chapter 11 Cases; and (j) performing all other legal services that are necessary for the efficient and economic administration of these Chapter 11 Cases. The firm will be paid at these rates: Marc B. Merklin $535 per hour Julie K. Zurn $350 per hour Michele Banner $200 per hour Siobhan Kenna $150 per hour As disclosed in court filings, Roetzel does not have a material interest adverse to the Debtor regarding the specific matters for which it is to be retained. The firm can be reached through: Marc B. Merklin, Esq. Roetzel & Andress 222 South Main Street, Suite 400 Akron, OH 44308 Telephone: (330) 434-6919 Facsimile: (330) 376-4577 Email: mmerklin@ralaw.com About Roofsmith Restoration, Inc. Roofsmith Restoration, Inc. is a roofing, siding, insulation, and gutter company/contractor specializing in roof replacement, restoration, and repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50743) on May 20, 2024. In the petition signed by Michael Farist, president and chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Alan M. Koschik oversees the case. Marc B. Merklin, Esq., at Brouse McDowell, LPA, represents the Debtor as legal counsel. ROTHMANS BENSON: Proposes CAD32.5B Settlement Plan in Tobacco Suit ------------------------------------------------------------------ Philip Morris International Inc. has been informed by its deconsolidated Canadian affiliate, Rothmans, Benson & Hedges Inc., that the court-appointed mediator and monitor in RBH's Companies' Creditors Arrangement Act proceeding filed a proposed plan of compromise and arrangement outlining certain terms of a comprehensive resolution of tobacco product-related claims and litigation in Canada against RBH and its affiliates. The court-appointed mediator and monitors also filed substantially similar proposed plans for Imperial Tobacco Canada Limited and Imperial Tobacco Company Limited and JTI-Macdonald Corp. Under the Proposed Plan, if ultimately approved and implemented, RBH, ITL and JTIM would pay an aggregate settlement amount of CAD 32.5 billion (approximately USD 23.5 billion). This amount would be funded by an upfront payment equal to the Companies' cash and cash equivalents on hand in Canada plus certain court deposits (subject to an aggregate withholding of CAD 750 million (approximately USD 540 million) for working capital inclusive of cash pledged as collateral) and annual payments based on a percentage of the Companies' net income after taxes (excluding that generated by certain non-combustible products including heat-not-burn, e-vapor and nicotine pouch products) until the aggregate settlement amount is paid. As stated in the Proposed Plan, the issue of allocation of the CAD 32.5 billion aggregate settlement as between the Companies in the CCAA proceedings remains unresolved. "After years of mediation, we welcome this important step towards the resolution of long-pending tobacco product-related litigation in Canada, " said Jacek Olczak, Chief Executive Officer of PMI. "Although important issues with the plan remain to be resolved, we are hopeful that this legal process will soon conclude, allowing RBH and its stakeholders to focus on the future." Potential Impact on PMI Financials if RBH Reconsolidated -- Beginning with the first quarter of 2019, and to date, PMI's reported and adjusted EPS, net debt and other financial results exclude RBH. -- The reconsolidation of RBH's financial results after the plan is implemented would be subject to the final terms of the Proposed Plan and U.S. GAAP. We estimate reconsolidation would be incremental to PMI's cash and equivalents, cash flow, adjusted EBITDA, adjusted operating income, and adjusted EPS numbers. -- RBH has not paid dividends to PMI or otherwise since May 2015. As of June 30, 2024, RBH held approximately CAD 5.5 billion (approximately USD 4 billion) in cash and cash equivalents. -- For the full year 2023, RBH reported 5.1 billion domestic cigarette shipment volumes, CAD 1.2 billion (approximately USD 900 million) in net revenues, and held approximately 36% volume share of the cigarette category in Canada. Smoke-free products IQOS and VEEV are also commercialized by RBH in Canada. Select Terms of Proposed Plan, Which Remain Subject to Approvals -- The Proposed Plan, broadly speaking, would release claims against RBH and its affiliates, including PMI and its indemnitees, relating to the manufacture, marketing, sale, or use of or exposure to, RBH's combustible and traditional smokeless tobacco products based on conduct prior to the effective date of the Proposed Plan; related litigation would also be dismissed - bringing an end to all pending tobacco product litigation in Canada, including class actions brought in different provinces and, beginning in 2001, health care cost recovery actions brought by each of the Provinces. -- If the Proposed Plan is approved and implemented, RBH, ITL, and JTIM would pay an aggregate amount of CAD 32.5 billion (approximately USD 23.5 billion) into trusts for the benefit of claimants, comprising two primary components: 1. upfront contribution equal to the Companies' cash and cash equivalents on hand plus certain court deposits, with a withholding of CAD 750 million (approximately 540 million USD) for working capital inclusive of cash pledged as collateral (to be allocated among the Companies); the Proposed Plan projects that the total industry upfront contribution would be CAD 12.5 billion as at 31 December 2024, after the CAD 750 million withheld working capital amount is deducted. 2. annual contributions determined by reference to a percentage of the Companies' (Canadian affiliates' only) "net after-tax income" (NATI, as defined in the Proposed Plan and excluding that generated by alternative products, including heat-not-burn, e-vapor and nicotine pouch products) until the aggregate amount is paid in full. Annual contributions start at 85% of NATI, with a five-percentage point reduction in NATI every five years until reaching 70%. Annual contributions are contingent on positive NATI of the Companies. Such payments and obligations concern only the Canadian affiliates and not the ultimate parent company PMI. -- As stated in the Proposed Plan, the issue of allocation of the CAD 32.5 billion aggregate settlement as between the Companies in the CCAA proceedings remains unresolved. -- Alternative product businesses would be transferred to an RBH affiliate and not factored into the calculation of the annual contribution payments. -- The Proposed Plan, including the terms, remains subject to any further negotiation by the parties and CCAA court orders, voting by claimants, and approval by the CCAA court. According to a schedule proposed by the court-appointed mediator and monitors, voting on the Proposed Plan would occur in December 2024. If accepted by claimants, a hearing to consider approval of the Proposed Plan would then be expected in the first half of 2025. Matters Relating to Potential Asset Impairment -- The carrying value of PMI's equity interest in RBH is in line with the fair value determined at the date of deconsolidation, $3.28 billion, subject only to ongoing adjustments for the effect of foreign currency exchange rates. -- If the Proposed Plan is approved and implemented, the fair value of PMI's continuing investment in RBH will be dependent on its final terms, and any allocation of responsibility for funding the aggregate settlement amount among the Companies. These or similar or related developments may have a material adverse impact on the fair value of PMI's continuing investment in RBH and may result in non-cash impairment charges, which could be material to PMI. CCAA Process and Deconsolidation of RBH by PMI in 2019 -- In March 2019, RBH obtained an initial order from the Ontario Superior Court of Justice granting, among other things, protection under the CCAA. The CCAA process allows RBH to conduct its business in the ordinary course while restructuring its affairs, subject to the terms of the initial order of the CCAA court, as amended. -- As RBH previously announced, obtaining creditor protection became necessary following the Court of Appeal of Quebec's 2019 issuance of its judgments in two class actions against RBH, ITL, and JTIM. PMI is not a party to these cases. -- As part of the CCAA process, the CCAA court imposed a comprehensive stay of all tobacco product-related litigation pending in Canada against RBH and PMI, thereby enabling RBH to seek resolution of all such litigation in the CCAA proceeding. That stay remains in place until October 31, 2024, and is expected to be extended. -- As a result of RBH's March 2019 CCAA filing, and under U.S. GAAP, PMI deconsolidated RBH from its financial statements and recorded its continuing investment in RBH as an equity security on its balance sheet at the fair value of $3.28 billion. Information regarding RBH's CCAA proceedings, including copies of all court orders made and the Proposed Plan, will be available on the Monitor's website here. The information on this website is not, and shall not be deemed to be, part of this press release or incorporated into any filings we make with the SEC. Philip Morris International: Delivering a Smoke-Free Future Philip Morris International (PMI) is a leading international tobacco company, actively delivering a smoke-free future and evolving its portfolio for the long term to include products outside of the tobacco and nicotine sector. The company's current product portfolio primarily consists of cigarettes and smoke-free products. Since 2008, PMI has invested over $12.5 billion to develop, scientifically substantiate and commercialize innovative smoke-free products for adults who would otherwise continue to smoke, with the goal of completely ending the sale of cigarettes. This includes the building of world-class scientific assessment capabilities, notably in the areas of pre-clinical systems toxicology, clinical and behavioral research, as well as post-market studies. In 2022, PMI acquired Swedish Match -- a leader in oral nicotine delivery -- creating a global smoke-free champion led by the companies' IQOS and ZYN brands. The U.S. Food and Drug Administration has authorized versions of PMI's IQOS devices and consumables and Swedish Match's General snus as Modified Risk Tobacco Products and renewal applications for these products are presently pending before the court. SAFE & GREEN: Six Proposals Approved at Annual Meeting ------------------------------------------------------ Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that at the 2024 annual meeting of stockholders of the Company, the stockholders: 1. Approved the proposal to re-elect Paul M. Galvin, Christopher Melton, David Villarreal, Shafron Hawkins, Jill Anderson, Thomas Meharey as directors, each to serve a one-year term expiring at the 2025 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified. 2. Ratified and approved the appointment of M&K CPAS, PLLC as the Company's independent registered public accounting firm for the year ended December 31, 2024. 3. Approved, on an advisory, non-binding basis, the proposal to compensate the Company's named executive officers as disclosed in the Definitive Proxy Statement. 4. Approved, on an advisory, non-binding basis, the frequency of the stockholder vote to approve the compensation of named executive officers. 5. Approved the issuance of shares of the Company's common stock, par value $0.01 per share, underlying certain warrants issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of May 3, 2024, by and between the Company and the investor named on the signatory thereto, and that certain Placement Agent Agreement, dated as of May 3, 2024, by and between the Company and A.G.P./Alliance Global Partners, as disclosed in the Definitive Proxy Statement. 6. Approved the issuance of shares of Common Stock pursuant to that certain Equity Purchase Agreement, dated as of February 7, 2023, by and between the Company and Peak One Opportunity fund, L.P., as disclosed in the Definitive Proxy Statement. About Safe & Green Safe & Green Holdings Corp. is a modular solutions company headquartered in Miami, Florida. The company specializes in the development, design, and fabrication of modular structures, focusing on safe and green solutions across various industries. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated May 7, 2024. Citing that the Company experienced net losses since inception, negative working capital, and negative cash flows from operations, raising substantial doubt about the Company's ability to continue as a going concern. Safe & Green Holdings reported net losses of $26,757,906 and $7,089,242 for the fiscal years ended December 31, 2023, and 2022, respectively. As of June 30, 2024, Safe & Green Holdings had $20,928,509 in total assets, $25,717,784 in total liabilities, and $4,789,275 in total stockholders' deficit. SELECTIS HEALTH: Increases CEO Adam Desmond's Salary to $250,000 ---------------------------------------------------------------- Selectis Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective October 1, 2024, the Board of Directors, approved a salary increase for Chief Executive Officer Adam Desmond from $150,000 to $250,000 per annum, payable weekly. Upon effectiveness of the salary increase Mr. Desmond has agreed to forgo the Company's Board Compensation stipend of $7,500 quarterly. About Selectis Health Headquartered in Greenwood Village, Colo., Selectis Health, Inc. owns and operates, through wholly-owned subsidiaries, Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019, the Company shifted from leasing long-term care facilities to third-party, independent operators towards a model where a wholly owned subsidiary would operate but is owned by another wholly owned subsidiary. Costa Mesa, Calif.-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 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. Selectis Health reported a net loss of $3.97 million for the year ended Dec. 31, 2023, compared to net loss of $2.39 million for the year ended Dec. 31, 2022. As of June 30, 2024, Selectis Health had $36.73 million in total assets, $39.95 million in total liabilities, and a total stockholders' deficit of $3.22 million. SEQUANS COMMUNICATIONS: Qualcomm Acquires 4G IoT Tech. ------------------------------------------------------ Qualcomm Incorporated, through its subsidiary, Qualcomm Technologies, Inc., and Sequans Communications S.A., a supplier of 4G and 5G semiconductor solutions for the Internet of Things (IoT), announced that they have completed the sale of Sequans' 4G IoT technology to Qualcomm. "We are pleased to add Sequans' 4G IoT technology into Qualcomm's broad product portfolio, adding to our robust, low-power solutions for dependable and optimized cellular connectivity for industrial IoT applications," said Nakul Duggal, group general manager, automotive, industrial and embedded IoT, and cloud computing, Qualcomm Technologies, Inc. "This acquisition supports our commitment to delivering cutting-edge IoT solutions and strengthens our position as a leader in intelligence at the edge." "We are thrilled to finalize this transaction with Qualcomm and to retain a perpetual license to continue using, commercializing and advancing these technologies, said Georges Karam, CEO of Sequans. "It validates the strength of our technology and ensures that our customers will continue to receive top-tier support on our 4G portfolio and cutting-edge 5G innovation from Sequans. The asset sale is set to deliver significant benefits to our customers. With a robust balance sheet, proven technology and a comprehensive portfolio that includes low-power LTE-M/NB-IoT, LTE Cat 1bis and the upcoming 5G Redcap/eRedCap technology, Sequans is very well positioned in the market. Supported by a seasoned team dedicated to cellular IoT, Sequans is set to provide best-in-class IoT products and services." Qualcomm Technologies expects to integrate these 4G IOT technologies into its portfolio of purpose-built connectivity solutions for IOT. About Qualcomm Qualcomm relentlessly innovates to deliver intelligent computing everywhere, helping the world tackle some of its most important challenges. Our proven solutions drive transformation across major industries, and our Snapdragon® branded platforms power extraordinary consumer experiences. Building on our nearly 40-year leadership in setting industry standards and creating era-defining technology breakthroughs, we deliver leading edge AI, high-performance, low-power computing, and unrivaled connectivity. Together with our ecosystem partners, we enable next-generation digital transformation to enrich lives, improve businesses, and advance societies. At Qualcomm, we are engineering human progress. Qualcomm Incorporated includes our licensing business, QTL, and the vast majority of our patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, substantially all of our engineering and research and development functions and substantially all of our products and services businesses, including our QCT semiconductor business. Snapdragon and Qualcomm branded products are products of Qualcomm Technologies, Inc. and/or its subsidiaries. Qualcomm patented technologies are licensed by Qualcomm Incorporated. About Sequans Communications Colombes, France-based Sequans Communications S.A. is a fabless semiconductor company that designs, develops, and markets integrated circuits and modules for 4G and 5G cellular IoT devices. Paris-La Defense, France-based Ernst & Young Audit, the Company's auditor since 2008, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Sequans Communications incurred net losses of $9 million and $41 million in 2022 and 2023, respectively. As of December 31, 2023, the Company had $109.2 million in total assets, $115.2 million in total liabilities, and $6.1 million in total deficit. SHIPSERV HOLDINGS: Nov. 5 Deadline Set for Submission of Share Info ------------------------------------------------------------------- Shareholders of Shipserv Holdings Ltd must provide their contact details and details of their shareholding in the Company to the Joint Liquidators before 5:00 p.m. on November 5, 2024, by email to SHL@Azets.co.uk Any capital distributions declared to those shareholders on the Company's register who have not contacted the Joint Liquidators by this deadline, will have their distribution monies remitted to an account held with the UK Insolvency Service prior to closure of the liquidation. Shipserv Holdings Limited is the successor of the former US registered company: Shipserv, Inc. with UK Company Registered number: FC022915, and office: Holland House, London, I-4 Bury Street EC3 5AE England: and US Company Registered number 94-3354522, and office: 325 California Street, San Francisco, CA 94104, USA. Office Holder Details: Chris Tate and Duncan Swift both of Azets, Secure House, Lulworth Close, Chandlers Ford, Southampton, SO53 3TL. Date of Appointment: March 27, 2024. Further details contact: The Joint Liquidators Email: SHL@azets.co.uk Alternative contact: Bruna Davis SILVERBILLS INC: Taps Kirby Aisner & Curley LLP as Attorney ----------------------------------------------------------- Silverbills Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kirby Aisner & Curley, LLP as attorneys. The firm's services include: a. give advice to the Debtors with respect to their powers and duties as Debtors-in-Possession and the continued management of their property and affairs; b. negotiate with creditors of the Debtors and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary legal papers required for the Debtors who seek protection from their creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtors and to represent the Debtors in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtors in connection with any potential refinancing of secured debt and any potential sale of the businesses or their assets outside the ordinary course; g. represent the Debtors in connection with obtaining post-petition financing (if applicable); h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. perform all other legal services for the Debtors which may be necessary for the preservation of the Debtors' estates and to promote the best interests of the Debtors, their creditors and their estates. The firm will be paid at these rates: Partners $475 to 575 per hour Associates $325 per hour Law Clerks/Paralegals $150 to 200 per hour The firm will be paid a retainer in the amount of $35,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dawn Kirby, Esq., an attorney at Kirby Aisner & Curley, 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: Dawn Kirby, Esq. Kirby Aisner & Curley, LLP 700 White Plains Road, Suite 237 Scarsdale, NY 10583 Telephone: (914) 401-9500 Email: Dkirby@kacllp.com About Silverbills Inc. Silverbills Inc. is revolutionizing household bills using secure proprietary software and personal support. SilverBills manages the entire bill paying process: receiving, analyzing, storing, and paying. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11323) on July 30, 2024, with $3,343 in assets and $1,380,812 in liabilities. Nathaniel Eberhart, CEO and director, signed the petition. Judge Philip Bentley presides over the case. Dawn Kirby, Esq. at KIRBY AISNER & CURLEY LLP represents the Debtor as legal counsel. SOBR SAFE: Implements 1-for-110 Reverse Stock Split --------------------------------------------------- SOBR Safe, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 25, 2024, the Company, filed a Certificate of Amendment to the Company's Certificate of Incorporation, as previously amended, with the Secretary of State of the State of Delaware for the purpose of effecting a 1-for-110 reverse stock split of the Company's common stock, $0.00001 par value per share. Stockholders holding 33.94% of the Company's then outstanding voting stock approved the Certificate of Amendment on June 3, 2024. The Certificate of Amendment became effective with the State of Delaware on October 2, 2024. The Common Stock continues to be quoted on the Nasdaq Capital Market under the symbol "SOBR" and started trading on a post-split basis on October 2, 2024. As a result of the reverse stock split being effected by the Certificate of Amendment, every 110 shares of the outstanding Common Stock prior to the effect of the Certificate of Amendment will be combined and reclassified into one share of the Common Stock. No fractional shares will be issued in connection with the reverse stock split, and any of the Company's stockholders that would be entitled to receive a fractional share as a result of the reverse stock split will instead receive one additional share of the Common Stock in lieu of the fractional share. The reverse stock split will not in itself affect any stockholder's ownership percentage of the Common Stock, except to the extent that any fractional share will be rounded up to the nearest whole share. The Company's post-reverse stock split Common Stock has a new CUSIP number, 833592 306, but the par value and all other terms of the Common Stock will not be affected by the reverse stock split. About SOBR Safe, Inc. SOBR Safe, Inc. provides non-invasive technology to quickly and humanely identify the presence of alcohol in individuals. These technologies are integrated within the Company's robust and scalable data platform, which produces statistical and measurable user and business data. The Company's mission is to save lives, increase productivity, create significant economic benefits, and positively impact behavior. To this end, SOBR Safe has developed the scalable, patent-pending SOBRsafe software platform for non-invasive alcohol detection and identity verification. As of June 30, 2024, SOBR Safe had $5,122,244 in total assets, $1,431,746 in total liabilities, and $3,690,498 in total stockholders' equity. Littleton, Colorado-based Haynie and Company, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred recurring losses from operations and has limited cash liquidity and capital resources to meet future capital requirements. Management believes that cash balances of approximately $2,800,000 and positive working capital of approximately $1,900,000 as of December 31, 2023, do not provide adequate capital for operating activities for the next twelve months after the issuance of these financial statements. However, management believes that actions currently being taken to generate product and service revenues, along with plans to access capital sources and implement expense reduction tactics, provide the opportunity for the Company to continue as a going concern. These plans are contingent upon the successful execution of these actions. As such, substantial doubt about the entity's ability to continue as a going concern has not been alleviated as of December 31, 2023, according to the Company's Annual Report for the year ended December 31, 2023. SOLCIUM SOLAR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Solcium Solar, LLC 312 W. 1st Street, Suite 504 Sanford, FL 32771 Business Description: Solcium is a privately owned and operated solar energy company specializing in residential solar solutions, commercial solar solutions, EV solar solutions, and battery storage solutions. Chapter 11 Petition Date: October 18, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-05611 Judge: Hon. Grace E Robson Debtor's Counsel: Scott W. Spradley, Esq. THE LAW OFFICES OF SCOTT W. SPRADLEY P.O. Box 1 301 S. Central Avenue Flagler Beach, FL 32136 Tel: 386-693-4935 E-mail: scott@flaglerbeachlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michelle Solano as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QN5NBPQ/Solcium_Solar_LLC__flmbke-24-05611__0001.0.pdf?mcid=tGE4TAMA SS INNOVATIONS: Welcomes Tim Adams as Independent Director ---------------------------------------------------------- SS Innovations International, Inc. announced the addition of Mr. Tim Adams to its Board of Directors, where he will serve as an Independent Director. Mr. Adams is a well-known and highly regarded healthcare executive with over 40 years of hospital operations experience. Since January 2018, he has occupied various executive positions with one of the largest healthcare providers in the United States. Since March 2024, he has served as a Regional Operating Officer with Ascension, where he oversees all of Ascension's high growth Horizontal Business Units including ambulatory surgery centers, outpatient imaging, outpatient/inpatient physical therapy, pharmacy, urgent care, behavioral, and post-acute/at-home services. He joined Ascension in early 2018 initially serving as Market Chief Executive Officer for Ascension Tennessee. In January 2023, he was promoted to Senior Vice President/Regional Operating Officer, responsible for Ascension's Florida, Indiana, Alabama, Kansas, Maryland, New York, Oklahoma, Tennessee and Texas ministry markets. For approximately six years prior to joining Ascension, Mr. Adams served as a Region Chief Executive Officer of one of the largest regions of Tenet Healthcare Corporation. Before that, he served in various senior executive positions with other for-profit hospital companies including Community Health Systems, HCA, IASIS and Health Management Associates. Mr. Adams also currently serves as Chairman of the Tennessee Hospital Association in addition to various other community boards. Given his extensive experience in the U.S. healthcare market, we believe that Mr. Adams will be a valuable member of our board of directors, especially as we look to obtain FDA approval to market and expand the sales of our system in the United States. "I am very pleased that Tim will be joining us during the most robust phase of global growth to date, his appointment is perfectly timed. As a leader with some of the largest US hospital systems, Tim offers us a unique insight into the markets for our system and should prove invaluable as we enter the US and other markets around the world.", said Dr. Sudhir Srivastava, SS Innovations Chairman and CEO . Mr. Adams added, "I am honored to have joined the Board of SS Innovations. The hospital sector, especially on the non-profit side, is a very thinly margined business and highly capital intensive. There is thus a tremendous opportunity to offer an alternative to existing surgical robotic solutions at a significantly lower price point that is still competitive in what it has to offer. I believe the SSI's Mantra system does just that. I am also excited about the future potential of telesurgery and capabilities of the Mantra to meet those needs. The ability to leverage the particular skill set of a robotic surgeon over a large geography will be transformational. This could also have applications in the US where large health systems such as ours could eventually create surgical centers of excellence and leverage those centers across their enterprise along with their affiliated systems. This in turn would of course accelerate the need for robotic surgical systems. There is also tremendous opportunity to introduce an affordable robotic surgical system to the almost 10,000 and growing ambulatory surgery centers across the US." Earlier this year, SS Innovations launched the SSI Mantra 3, the newest and most advanced version of its surgical robotic system that makes possible more affordable and accessible surgical care across the globe. The SSi Mantra 3 provides the capabilities for multi-specialty usage including cardiothoracic, head and neck, gynecology, urology, general surgery and telesurgery while engaging with surgeons and surgical teams to improve safety and efficiency during procedures. The regulatory approval process from the U.S. Food and Drug Administration (FDA) is already underway, and SS Innovations anticipates receiving approval to market in the second half of 2025. About SS Innovations International SS Innovations International, Inc. (OTC: SSII) is a developer of innovative surgical robotic technologies headquartered in Gurugram, Haryana, India. The company's vision is to make robotic surgery benefits more affordable and accessible globally. SSII's product range includes its proprietary "SSi Mantra" surgical robotic system and "SSi Mudra," a broad array of surgical instruments for various procedures, including robotic cardiac surgery. The company plans to expand its presence with technologically advanced, user-friendly, and cost-effective surgical robotic solutions. SS Innovations International had a net loss of $20.94 million for the year ended December 31, 2023. As of June 30, 2024, SS Innovations International had $38.32 million in total assets, $21.33 million in total liabilities, and $16.98 million in total stockholders' equity. Lakewood, Colo.-based BF Borgers CPA PC, the Company's former auditor, issued a "going concern" qualification in its report dated March 22, 2024, citing recurring losses from operations that raise substantial doubt about the Company's ability to continue as a going concern. On May 13, 2024, SS Innovations dismissed BF Borgers CPA PC as its independent registered public accounting firm after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with PCAOB standards in audits and reviews included in over 1,500 SEC filings from January 2021 through June 2023. The charges included false representations of compliance with PCAOB standards, fabrication of audit documentation, and false statements in audit reports. Borgers agreed to a $14 million civil penalty and a permanent suspension from practicing before the Commission. On May 29, 2024, SS Innovations engaged BDO India LLP as its new independent registered public accounting firm. This engagement was approved by the Company's board of directors through unanimous written consent in lieu of a meeting dated May 23, 2024. STEWARD HEALTH: Plan Exclusivity Period Extended to November 4 -------------------------------------------------------------- Judge Christopher Lopez of the U.S. Bankruptcy Court for the Southern District of Texas extended Steward Health Care System LLC and its debtor affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to November 4, 2024 and January 3, 2025, respectively. As shared by Troubled Company Reporter, the Debtors explain that the requested extensions of the Exclusive Periods are necessary and appropriate to enable them to finalize their Sales Process and pursue a chapter 11 plan framework that will maximize the value of the Debtors' estates for the benefit of all stakeholders, without interruption. Accordingly, application of the relevant above factors to the facts of these chapter 11 cases demonstrates that ample cause exists to grant the reasonable extension of the Exclusive Periods requested herein. The Debtors claim that the scale and complexity of their business and industry, which require the Debtors to navigate complex issues in their chapter 11 plan efforts, support the need for the extension of the Exclusive Periods. Administering these cases requires retaining a large employee workforce that is critical to achieving the Debtors' chapter 11 goals, addressing billions of dollars of debt, thousands of vendor relationships, and tens of thousands of real property leases and executory contracts, including equipment leases, supply agreements, service and logistics agreements, collective bargaining agreements, and agreements with state and federal regulatory, and other, agencies. The Debtors assert that formulating a viable, and hopefully consensual, chapter 11 plan that will inure to the benefit of their estates, creditors, and stakeholders, is primarily predicated on the results of the Sales Process, including the outcome of the Allocation Mediation, which informs stakeholder recoveries. Providing the Debtors with the time needed ensures that decisions are not hastily made without the benefit of adequate information, and that the considerable progress already achieved is not thwarted. The Debtors' Counsel: Clifford W. Carlson, Esq. Gabriel A. Morgan, Esq. Stephanie N. Morrison, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 3700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 E-mail: Gabriel.Morgan@weil.com Clifford.Carlson@weil.com Stephanie.Morrison@weil.com - and - Ray C. Schrock, Esq. Candace M. Arthur, Esq. David J. Cohen, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: Ray.Schrock@weil.com Candace.Arthur@weil.com DavidJ.Cohen@weil.com About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman has been appointed as patient care ombudsman in the Debtors' Chapter 11 cases. SVB FINANCIAL: Closes Sale of SVB Capital to Pinegrove Affiliates ----------------------------------------------------------------- SVB Financial Group announced that it has completed the sale of its investment platform business, SVB Capital, to affiliates of Pinegrove Capital Partners, backed by evergreen capital from Brookfield Asset Management and Sequoia Heritage. As previously reported, on May 2, 2024, the Company entered into a definitive purchase agreement with a newly created entity affiliated with Pinegrove Capital Partners and backed by permanent capital from Brookfield Asset Management and Sequoia Heritage, for the sale of SVB Capital, its investment platform business. Under the terms of the agreement, the consideration for the sale included a combination of cash and other economic interests. MoffettNathanson LLC, a sell-side research business owned by SVB Financial Group, was not included in the transaction and remains part of SVB Financial Group. Court filings and other information related to the SVB Financial Group's Chapter 11 proceeding are available on a website administrated by the Company's claims agent, Kroll, at https://restructuring.ra.kroll.com/svbfg/; or by emailing SVBFGInfo@ra.kroll.com. About SVB Financial Group SVB Financial Group (Pink Sheets: SIVBQ) is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co. LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. TECH GROUP: Seeks to Tap Mendez Law Offices as Bankruptcy Counsel ----------------------------------------------------------------- Tech Group One Inc seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Mendez Law Offices, PLLC as counsel. The firms' services include: (a) advise the Debtor with respect to its powers and duties in the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm will be paid at these rates: Attorney $450 per hour Paralegal $150 per hour The firm received an initial retainer in the amount of $10,000. Diego Mendez, Esq., an attorney at Mendez law Offices, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Diego G. Mendez, Esq. Mendez Law Offices, PLLC Miami, FL 33178 Telephone: (302) 264-9090 Facsimile: (305) 264-9080 Email: diego.mendez@mendezlawoffices.com About Tech Group One Inc Tech Group One Inc filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20339) on October 4, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Diego G. Mendez, Esq. at the law firm of Mendez Law Offices, PLLC represents the Debtor as counsel. THREE PARTRIDGE: Unsecureds Will Get 1.7 to 2.4 Cents on Dollar --------------------------------------------------------------- Three Partridge Road Inc. filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business under Subchapter V dated September 9, 2024. The Debtor is a California corporation. The Debtor was founded in 2015 and does (or did) business under three names: (1) Urban EDC Supply; (2) Spotted By Humphrey; and (3) GrowthJet. Urban EDC is the Debtor's primary business and Spotted By Humphrey still conducts minor business, and both are purely e-commerce retail businesses. GrowthJet is no longer active. The Debtor's day-to-day operations are primarily handled by the Debtor's chief executive officer and responsible individual YongSoo Chung. The Debtor's creditors include merchant cash advance providers ("MCA Providers"). The MCA Providers include Credibly of Arizona LLC, Fundamental Capital LLC dba Nexi Finance, and TVT 2.0 LLC. The Debtor is informed and believe that it has claims against the MCA Providers related to their merchant cash advances, including for usury and a failure to make adequate disclosures. The Debtor retains all claims against the MCA Providers except as otherwise provided by the terms of this Plan. This Plan of Reorganization proposes to pay creditors of the Debtor from future income deriving from the Debtor's continued business operations, as well as any net recovery from its claims against the MCA Providers. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 1.7 to 2.4 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3(a) consists of Non-priority unsecured creditors other than the MCA Providers. The Debtor estimates the Class 3(a) claims at approximately $1,268,366.39, with a possible increase to $1,749,752.14 if all Class 3(b) claims are converted to Class 3(a) claims. The holders of Class 3(a) claims will receive a pro rata share in the sum of $30,000 (the "Class 3(a) Pot"). The Debtor will begin contributing to the Class 3(a) Pot by making quarterly payments of $2,500 beginning on January 1, 2025, for three years. In addition to the quarterly payments, to the extent the Debtor recovers on its claims against the MCA Providers, the Debtor shall pay one-half of the net recovery (which shall be the recovery left after payment of all attorneys' fees and costs) into the Class 3(a) Pot. Any such contribution will be distributed with the next quarterly payment (or distributed promptly if the quarterly payments have been completed). Class 3(b) consists of Non-priority unsecured claims of the MCA Providers. The MCA Providers shall each and individually have the option to select one of two treatments for their non-priority unsecured claims. They must each make such selection prior to or at the time of the deadline for voting on the Plan. If no selection is made, then the first option shall be the default choice. * Option 1: Plan payments and retention of the Debtor's claims against the MCA Provider. The MCA Provider claim, to the extent it is not disallowed, will be converted to a Class 3(a) claim and paid accordingly. The Debtor will retain its claims against the MCA Provider, including for usury and a failure to make adequate disclosures. To the extent that the Debtor recovers on its claims against the MCA Provider, the Debtor shall pay one half of the net recovery (which shall be the recovery left after payment of all attorneys' fees and costs) to Class 3(a) creditors. * Option 2: Elimination of claim and release of the Debtor's claims against the MCA Provider. The MCA Provider's unsecured claim will be reduced to zero and it will not receive any distributions, and the Debtor will release all claims against the MCA Provider. Class 4 consists of Equity security holders of the Debtor. Equity holders will not receive any economic recovery under the Plan but shall retain their equity interests in the company. Their treatment shall comply with Section 1124 of the Code. The Plan will be funded from Debtor's ongoing operations. As evidenced in the projected budget attached to this Plan, the Debtor will operate profitability and be able to make the payments. Finally, the Debtor asserts claims against the MCA Providers. If the Debtor recovers anything on those claims, the Plan provides for the recovery to be shared with Class 3(a) creditors holding non-priority unsecured claims, though the Plan is not dependent upon such recovery against the MCA Providers. A full-text copy of the Plan of Reorganization dated September 9, 2024 is available at https://urlcurt.com/u?l=oJ38Q7 from PacerMonitor.com at no charge. Counsel to the Debtor: Stephen D. Finestone, Esq. Ryan A. Witthans, Esq. Finestone Hayes LLP 456 Montgomery Street, Floor 20 San Francisco, CA 94104 Tel: (415) 421-2624 Fax: (415) 398-2820 Email: sfinestone@fhlawllp.com rwitthans@fhlawllp.com About Three Partridge Road Three Partridge Road, Inc., is an e-commerce logistics company in San Francisco, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-30440) on June 11, 2024, with $238,980 in assets and $2,093,743 in liabilities. Yong Soo Chung, chief executive officer, signed the petition. Judge Dennis Montali presides over the case. Stephen D. Finestone, Esq., at Finestone Hayes, LLP, is the Debtor's legal counsel. THREE SEAS: Seeks to Hire Essex Richards as Bankruptcy Counsel -------------------------------------------------------------- Three Seas Atlanta, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Essex Richards, P.A. as bankruptcy counsel. The firm will provide these services: a. provide legal advice concerning the responsibilities as a Chapter 11 debtor-in-possession and the continued management of the its business; b. negotiate, prepare and pursue confirmation of a Chapter 11 plan and approval of disclosure statement, and all related reorganization agreements and or documents; c. prepare all necessary motions, applications, reports, orders, objections and the like associated with prosecuting the Chapter 11 case; d. prepare and appear in Bankruptcy Court to protect the Debtor's best interest; e. preform and the appear in Bankruptcy Court to protect the Debtor's best interest; and f. prosecute and defend the Debtor in all adversary proceedings related to the base case. The firm will be paid at these rates: John C. Woodman $400 per hour Paralegal $175 per hour Staff $65 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John C. Woodman, Esq., a partner at Essex Richards, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John C. Woodman, Esq. ESSEX RICHARDS PA 1701 South Boulevard Charlotte, NC 28203 Tel: (704) 377-4300 Fax: (704) 372-1357 Email: jwoodman@essexrichards.com About Three Seas Atlanta, LLC Three Seas Atlanta, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30881) on October 8, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Ashley Austin Edwards presides over the case. John C. Woodman, Esq. at Essex Richards represents the Debtor as counsel. TRIDENT TPI: Moody's Rates New $1.97BB First Lien Loan 'B2' ----------------------------------------------------------- Moody's Ratings assigned a B2 rating to Trident TPI Holdings, Inc.'s (dba Tekni-Plex) new $1,976 million senior secured first lien term loan B7 due 2028. Trident's other ratings, including its B3 corporate family rating, B3-PD probability of default rating, and negative outlook remain unchanged. Proceeds from the new senior secured first lien term loan B7 will be used to repay, in full, the outstanding senior secured first lien term loan B6. Moody's expect annual interest savings from this transaction to be modest at around $10 million. "A refinancing transaction to reduce interest expense is prudent and a step in the right direction to improve cash flow, as Trident remains under pressure to successfully integrate acquisitions and benefit from more favorable market conditions post destocking in markets served," said Scott Manduca, Vice President at Moody's Ratings. The B2 rating assigned to the proposed first lien term loan B7 is one notch above the B3 CFR due to the amount of secured debt in the capital structure that provides loss absorption in a distressed scenario. RATINGS RATIONALE Trident's B3 CFR reflects the company's weak credit metrics, including high leverage and weak interest coverage. It also reflects the execution risk related to integrating acquisitions and realizing the benefit of business investments in a timely manner. Challenging market conditions and a rise in interest rates have raised adjusted debt-to-EBITDA above 9.0x and lowered interest coverage to below 1.5x. Moody's expect that a modest improvement in volume over the next 12 months will improve cash flow generation, as destocking is complete in the consumer product segment and close to completion in healthcare segment. However, execution risk is high as the company endeavors to efficiently integrate acquisitions, while maintaining organic growth and generating improved funds from operations. In addition, new business wins require capital investments. The full benefit of these investments will typically be only realized over one to three years, due to the complexity and specialization of the product offering. Over the past several years, Trident has made a strong push to grow through acquisitions and streamline operations within its consumer product and healthcare end markets to expand its specialized product portfolio and win new business. The ability to meet stringent product certification hurdles creates stickiness with customers and barriers to entry for the company. As a result, Trident is able to generate above average EBITDA margins at around 20% and generate free cash flow, in normal market conditions, that can be used for capital expenditures and bolt-on acquisitions. Moody's expect Trident's liquidity to be weak over the next 12 to 18 months, as market conditions improve only moderately and capital expenditures will be above normal to fund new business wins. The negative outlook reflects the risk that credit metrics, such as interest coverage and leverage, will not improve sufficiently toward EBITDA-to-interest expense of 2x and debt-to-EBITDA of 7x, respectively, in the next 12 to 18 months. This would result in an additional strain on Trident's liquidity. These weaknesses have emerged as Trident integrates debt-funded acquisitions to further enhance its material science capabilities and makes necessary investments to serve its customers in the healthcare and consumer segment end markets. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING While unlikely over the next 12 to 18 months, Moody's could consider an upgrade if there is good liquidity, credit metrics materially improve, and a more conservative financial policy is implemented. Moody's could consider a downgrade if funds from operations and liquidity remain weak, and interest coverage is sustained below 1.5x. Headquartered in Wayne, Pennsylvania, Trident TPI Holdings, Inc. (dba Tekni-Plex) is a manufacturer of plastic packaging and provider of material science and sustainable solutions to the food, healthcare, and consumer good end markets. Trident generated around $1.9 billion in revenue over the last twelve months ended September 30, 2024 and is a portfolio company of Genstar Capital. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. TRINSEO PLC: Implements Restructuring for Growth and Profitability ------------------------------------------------------------------ Trinseo, a specialty materials solutions provider, announced restructuring initiatives to better position the business for longer-term growth, improved profitability, and increased cash generation. Effective October 1, 2024, the Company is combining the management of its Engineered Materials, Plastics Solutions and Polystyrene businesses, resulting in a reduction in workforce due to the consolidation of business management roles and support functions. These actions will begin in the third quarter of 2024 and are anticipated to be substantially complete by the end of 2025. The expected annualized run rate cost savings is $30 million with approximately $25 million realized in 2025 and the full run rate achieved by the end of 2026. The newly combined Engineered Materials, Plastics Solutions and Polystyrene businesses will be led by Francesca Reverberi, SVP, Engineered Materials. Bregje "Bee" Van Kessel, who currently leads the Plastics Solutions and Polystyrene businesses, will assume the role of SVP, Corporate Finance and Investor Relations reporting to David Stasse, EVP, Chief Financial Officer. Han Hendriks, who leads technology and innovation, will add oversight responsibilities for the Company's sustainability activities as Chief Technology and Sustainability Officer. Additionally, the Company has decided to exit virgin polycarbonate production at its Stade, Germany production facility following discussions with the relevant works councils. Production is anticipated to end by January 2025 with severance and related benefit payments expected to complete by the end of 2026. Once operations have ceased, all the Company's polycarbonate needs for its downstream, differentiated compounded products will be purchased from external suppliers, including its licensees, with the exception of its dissolution-based polycarbonate production. This is expected to result in an annualized run rate profitability improvement of $15 million to $20 million relative to manufacturing at Stade. "These measures are the result of a thoughtful analysis of our portfolio and industry trends, combined with an understanding of the global competitive environment. We believe they will result in a more streamlined organizational structure that will fuel our ability to continue to grow strategically, while improving service to our customers and reducing costs," said Trinseo President and CEO, Frank Bozich. The Company expects to record total pre-tax restructuring charges of $25 million to $30 million, principally comprised of $23 million to $28 million of severance and related benefit costs and $1 million to $2 million of asset-related and contract termination charges, primarily related to the virgin polycarbonate manufacturing site in Stade, Germany. "None of these actions are taken lightly, especially those directly impacting our colleagues. These are extremely difficult decisions that are in many ways driven by macroeconomic factors that are simply beyond our control," said Bozich. Additionally, Bozich said, "The contributions of our talented employees are greatly valued, and we are committed to doing everything we can to help them transition during this challenging time. We also greatly appreciate the continued focus and resiliency of our dedicated employees around the world as we navigate these changes together." About Trinseo Headquartered in Wayne, PA, Trinseo (NYSE: TSE) (www.trinseo.com), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart, and sustainably focused manner by combining its premier expertise, forward-looking innovations, and best-in-class materials to unlock value for companies and consumers. From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers' unique challenges in a wide range of industries, including building and construction, consumer goods, medical, and mobility. Trinseo reported a net loss of $701.3 million in 2023 and a net loss of $430.9 million in 2022. * * * In August 2024, Moody's Ratings has downgraded the Corporate Family Rating of Trinseo PLC to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD, the rating on Trinseo Materials Operating S.C.A.'s senior unsecured and backed senior unsecured notes to Caa2 from Caa1, the rating on Trinseo Materials Operating S.C.A.'s backed first lien senior secured term loan and backed first lien senior secured revolving credit facility to B3 from B2, and the rating on Trinseo LuxCo Finance SPV S.a r.l.'s first lien senior secured term loans to B2 from B1. The SGL-3 Speculative Grade Liquidity Rating under Trinseo remains unchanged. The rating outlook for all issuers remains negative. TRUE VALUE: Oct. 22 Deadline Set for Panel Questionnaires --------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of True Value Company LLC, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/37zfa3dj and return by email it to Benjamin A. Hackman - Benjamin.A.Hackman@usdoj.gov - at the office of the United States Truste so that it is received no later than 4:00 p.m., Tuesday Oct. 22, 2024. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About True Value Company True Value Company, headquartered in Chicago, is one of the world's leading hardlines wholesalers with over 75 years of experience. True Value Company has an international network of 4,500 independently owned and operated stores that are committed to providing customers exceptional products and expert guidance for their DIY and home maintenance projects. True Value Company, L.L.C. and certain of its affiliates initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-12337) on October 14, 2024. True Value estimated total assets of $100 million to $500 million and liabilities of $500 million to $1 billion as of the bankruptcy filing. Skadden, Arps, Slate, Meagher & Flom LLP; Glenn Agre Bergman & Fuentes LLP; and Young Conaway Stargatt & Taylor, LLP, are serving as legal counsel, M3 Partners, LP, is serving as financial advisor; and Houlihan Lokey is serving as investment banker to the Company. Omni Agent Solutions is the claims agent. TTW TRANSPORT: Unsecureds Owed $592 to Get Liquidation Proceeds --------------------------------------------------------------- TTW Transport, Inc., submitted a First Amended Disclosure Statement describing Chapter 11 Plan of Reorganization dated September 10, 2024. As of the filing of this Amended Disclosure Statement, only eight claims have been filed against the Estate. The Debtor's assets consistent of the following: * Litigation Claims as detailed in Adversary Proceedings: -- TTW Transport v. Direct ChassisLink, Adv.Proc.No.8:24 ap01046-SC; -- TTW Transport v. TRAC Intermodal, Adv.Proc.No. 8:24-ap-01047; and -- TTW Transport v. David Revolorio, et al., Adv.Proc.No.: 8:24-ap01074-SC. * Cash of approximately $413,000 held in the Debtor's Debtor InPossession Account maintained at Wells Fargo Bank. Class 4 consists of Allowed General Unsecured Claims. After liquidation of all the Debtor's assets holders of Allowed Claims will be paid their Allowed Claim1. The Disbursing Agent reserves the right to object to any and all claims in this class. The allowed unsecured claims total 591,711.75 (as reflected on the Debtor's Claims Docket as of September 10, 2024). This Class is impaired. Upon the Effective Date, the Debtor shall turn over all Estate assets to the Disbursing Agent for liquidation. The Disbursing Agent shall liquidate all Estate assets in a commercially reasonable manner so as to receive fair market value for such assets. The Plan will be funded through the liquidation of property of the Estate. The Disbursing Agent may abandon any property of the Estate by complying with the procedures in the Local Bankruptcy Rules. As the Debtor is a corporation, it will remain in charge of its affairs and any property that is no longer Property of the Estate. The Debtor, however, shall turn over to the Disbursing Agent who shall have the right to possess, market, and/or sell all Property of the Estate to make distributions pursuant to the Plan. A full-text copy of the First Amended Disclosure Statement dated September 10, 2024 is available at https://urlcurt.com/u?l=s9TCvA from PacerMonitor.com at no charge. Counsel for the Debtor: Thomas J. Polis, Esq. Polis & Associates, a Professional Law Corporation 19800 MacArthur Boulevard, Suite 1000 Irvine, CA 92612-2433 Telephone: (949) 862-0040 Facsimile: (949) 862-0041 E-mail: tom@polis-law.com About TTW Transport Inc. TTW Transport, Inc., is part of the general freight trucking industry. TTW Transport filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10559) on March 6, 2024, listing $4,368,589 in total assets and $1,044,059 in total liabilities. The petition was signed by Jonathan Witkin as direct of finance. Judge Scott C Clarkson presides over the case. Thomas J. Polis, Esq. at POLIS & ASSOCIATES, APLC, is the Debtor's counsel. VENUS CONCEPT: Madryn Asset, 3 Others Hold 20% Equity Stake ----------------------------------------------------------- Madryn Asset Management, LP disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of September 26, 2024. The firm and its affiliates -- Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, and Madryn Health Advisors, LP -- beneficially owned shares of Venus Concept's common stock. The Reporting Persons beneficially own in the aggregate 1,785,809 shares of Common Stock, which represents approximately 20% of the outstanding shares of Common Stock. The shares of Common Stock shown to be beneficially owned by the Reporting Persons exclude: (i) 28,715,653 shares of Common Stock issuable upon conversion of the Series Y Preferred Stock held by Health Partners LP, (ii) 584,604 shares of Common Stock issuable upon conversion of the Series X Preferred Stock held by Health Partners LP, (iii) 403,821 shares of Common Stock issuable upon conversion of 2023 Convertible Notes held by Health Partners LP, (iv) 48,908,866 shares of Common Stock issuable upon conversion of Series Y Preferred Stock held by Cayman Master LP, (v) 995,791 shares of Common Stock issuable upon conversion of Series X Preferred Stock held by Cayman Master LP and (vi) 687,736 shares of Common Stock issuable upon conversion of 2023 Convertible Notes held by Cayman Master LP, in each case due to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market. The percentage ownership of shares of Common Stock is based on 7,255,277 shares of Common Stock reported by the Company as outstanding as of August 7, 2024 in its Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024, plus 432,381 shares of Common Stock issuable upon conversion of Series Y Preferred Stock, plus 1,229,393 shares of Common Stock issuable upon conversion of Series X Preferred Stock, plus 11,995 shares of Common Stock issuable upon exercise of the Warrants. Each of the Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Madryn, as the investment manager for each of the Funds, and Advisors, as the general partner for each of the Funds, may be deemed to have the shared power to direct the voting and disposition of shares of Common Stock beneficially owned by the Funds and, consequently, Madryn and Advisors may be deemed to possess indirect beneficial ownership of such shares. Madryn and Advisors disclaim beneficial ownership of such shares for all other purposes. A full-text copy of Madryn's SEC Report is available at: https://tinyurl.com/y2n7u3an About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. The Company's systems have been designed on cost-effective, proprietary and flexible platforms that enable the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family medicine and general practitioners and aesthetic medical spas. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has reported recurring net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Venus Concept reported a net loss of $37.1 million for the year ended December 31, 2023, compared to a net loss of $43.6 million for the year ended December 31, 2022. As of June 30, 2024, Venus Concept had $79.8 million in total assets, $75.4 million in total liabilities, $662,000 in non-controlling interests, and $3.7 million in total stockholders' equity. VENUS CONCEPT: SEDCO Capital, 4 Others Report Stakes ---------------------------------------------------- SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited, SEDCO Capital Global Funds—SC Private Equity Global Fund IV and Saudi Economic and Development Securities Company disclosed in a Joint Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 19, 202, they beneficially owned shares of Venus Concept's common stock: -- SEDCO Capital Cayman Limited directly holds zero shares of common stock and warrants that may be exercised for 50,778 shares of common stock (0.7%) -- SC Venus US Limited directly holds zero shares of common stock and warrants that may be exercised for 62,222 shares of common stock (0.9%) -- SC Venus Opportunities Limited directly holds zero shares of common stock and warrants that may be exercised for 62,222 shares of common stock (0.9%) -- SEDCO Capital Global Funds—SC Private Equity Global Fund IV directly holds zero shares of common stock and warrants that may be exercised for 80,000 shares of common stock (1.1%) -- Saudi Economic and Development Securities Company holds zero shares of common stock and warrants that may be exercised for 255,223 shares of common stock (3.5%) The ownership percentages reported are based on 7,255,277 outstanding shares of common stock as of August 7, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 13, 2024, and warrants held by the Reporting Persons that may be exercised for an aggregate of 255,222 shares of common stock. A full-text copy of the Report is available at: https://tinyurl.com/4b2adjnv About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. The Company's systems have been designed on cost-effective, proprietary and flexible platforms that enable the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family medicine and general practitioners and aesthetic medical spas. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has reported recurring net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Venus Concept reported a net loss of $37.1 million for the year ended December 31, 2023, compared to a net loss of $43.6 million for the year ended December 31, 2022. As of June 30, 2024, Venus Concept had $79.8 million in total assets, $75.4 million in total liabilities, $662,000 in non-controlling interests, and $3.7 million in total stockholders' equity. VERRICA PHARMACEUTICALS: Cuts Workforce, Expects $1-Mil. in Costs ----------------------------------------------------------------- Verrica Pharmaceuticals Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission a reduction of its workforce by 47 employees. The Board of Directors of the Company approved these actions on September 23, 2024 in order to streamline operations, reduce costs, and preserve capital. As a result, the Company expects to incur total expenses of approximately $1 million, including a one-time charge totaling approximately $0.7 million in connection with one-time employee termination costs, including severance and other benefits, and an estimated deemed loss on vehicle sales of $0.3 million. The Company expects such costs to be the only direct expense of the restructuring plan. This charge is expected to be incurred during the quarter ending December 31, 2024, with related cash payments expected to be substantially paid out by November 30, 2024. The estimates of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions and actual results may differ. About Verrica Pharmaceuticals West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a dermatology therapeutics company developing and selling medications for skin diseases requiring medical intervention. As of March 31, 2024, the Company had $66.3 million in total assets, $64.8 million in total liabilities, and $1.5 million in total stockholders' equity. Going Concern The Company cautioned in the Form 10-Q Report for the quarterly period ended March 31, 2024, that substantial doubt exists about its ability to continue as a going concern. The Company has incurred substantial operating losses since inception and expects to continue to incur significant losses for the foreseeable future and may never become profitable. As of March 31, 2024, the Company had an accumulated deficit of $250.8 million. For the three months ended March 31, 2024, and 2023, the Company reported net losses of $20.3 million and $6.6 million, respectively. The Company plans to secure additional capital in the future through equity or debt financings, partnerships, or other sources to carry out its planned commercial and development activities. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its future commercialization efforts or research and development programs. VERTEX ENERGY: Common Shares Suspended by Nasdaq ------------------------------------------------ Vertex Energy, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company's common stock will be delisted from Nasdaq. The Nasdaq notice also advises the Company of its right to request an appeal of the determination. The Company did not intend to appeal Nasdaq's determination and, accordingly, the Company's common stock will be delisted. Trading of the Company's common stock was suspended at the opening of business on October 8, 2024. 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 is 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. VERTEX ENERGY: CrowdOut Entities Disclose 0.2% Stake ---------------------------------------------------- CrowdOut Credit Opportunities Fund LLC disclosed Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of September 24, 2024, the firm and its affiliated entities -- CrowdOut Capital LLC, and Alexander Schoenbaum, Brian Gilmore -- beneficially owned shares of Vertex Energy, Inc.'s Common Stock. CrowdOut Credit is reported to beneficially own 147,486 shares, CrowdOut Capital, Alexander Schoenbaum, 230,981 beneficially owned 230,981, all representing 0.2% of the shares outstanding based on (i) 93,514,346 shares of Common Stock outstanding as of August 7, 2024, as disclosed on Vertex Energy's quarterly report on Form 10-Q filed on August 8, 2024, plus (ii) an aggregate 230,981 shares of Common Stock obtainable upon the conversion of the Warrants beneficially owned by the Reporting Person, which shares of Common Stock have been added to the total shares of Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. A full-text copy of CrowdOut's SEC Report is available at: https://tinyurl.com/23vzzyc9 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 is 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. VERTEX ENERGY: Highbridge Capital Discloses 1.2% Stake ------------------------------------------------------ Highbridge Capital Management, LLC disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of September 24, 2024, it beneficially owned 1,114,707 shares of Vertex Energy, Inc.'s Common Stock issuable upon exercise of warrants, representing 1.2% of the shares outstanding. Highbridge Capital is the investment adviser to Highbridge Tactical Credit Master Fund, L.P., 1992 Master Fund Co-Invest SPC – Series 4 Segregated Portfolio, Highbridge SCF II Special Situations SPV, L.P., and Highbridge Tactical Credit Institutional Fund, Ltd. (collectively, the "Highbridge Funds"), with respect to the shares of Common Stock underlying warrants directly held by the Highbridge Funds. The Highbridge Funds acquired the warrants to purchase 1,114,807 shares of Common Stock, of which warrants to purchase 1,114,707 shares of Common Stock remain outstanding, in connection with the transactions contemplated by the Loan and Security Agreement, pursuant to which the Highbridge Term Loan Lenders provided an aggregate of approximately $43.5 million in term loans thereunder, of which approximately $36.3 million in aggregate principal amount (excluding payment-in-kind interest) remain outstanding. A full-text copy of Highbridge Capital's SEC Report is available at: https://tinyurl.com/2bpjnbh7 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 is 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. VERTEX ENERGY: Jennifer Straumins Discloses 0.2% Stake ------------------------------------------------------ Jennifer Straumins disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of September 24, 2024, she beneficially owned 226,904 shares of Vertex Energy, Inc.'s Common Stock, representing 0.2% of the shares outstanding. A full-text copy of Ms. Straumins' SEC Report is available at: https://tinyurl.com/47p54pst 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 is 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. VERTEX ENERGY: Secures $80-Mil. DIP Financing --------------------------------------------- Vertex Energy, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that to fund the administration of the Chapter 11 Cases and the implementation of the Restructuring Transactions, on September 25, 2024, Vertex Refining, as the borrower, the Company, as parent and as a guarantor, certain direct and indirect subsidiaries of the Company, as guarantors, certain debtor-in-possession financing lenders party thereto, and the Agent, entered into a Senior Secured Super-Priority Debtor-in-Possession Loan and Security Agreement, consisting of: (a) a new money term loan facility in the aggregate principal amount of up to $80 million and (b) a "roll up" loan facility, whereby $200 million of outstanding principal amount of the claims relating to the Term Loan were or, subject to the entry of the final order of the U.S. Bankruptcy Court for the Southern District of Texas governing the DIP Facility, will be, converted on a cashless, dollar-for-dollar basis into DIP Facility loans on the terms and conditions set forth in the DIP Loan Agreement, which provides for, among other things, the granting of a security interest in substantially all assets of the Company Parties as collateral, and provides for a guarantee by the Company Parties. The DIP Facility will be used by the Company in accordance with the budget agreed upon between the Company Parties and the Required Lenders. The amounts borrowed under the DIP Loan Agreement will bear interest at a rate per annum equal to the sum of (i) the greater of (x) the per annum rate publicly quoted from time to time by The Wall Street Journal as the "Prime Rate" in the United States minus 1.50% as in effect on such day and (y) the Federal Funds rate for such day plus 0.50%, subject in the case of this clause (i), to a floor of 1.0%, plus (ii) a margin of (x) 9.40% for the Interim Roll-Up Loans and the Final Roll-Up Loans, (y) 9.50% in the case of the New Money Term Loans, and (z) 9.60% in the case of the Restricted Roll-Up Loans. The rate of interest increases by 2% per annum after the notice of an occurrence of an event of default. Amounts borrowed under the DIP Loan Agreement are due upon the earliest to occur of: (a) the date that is four months after September 25, 2024, which may be extended, at Vertex Refining's election, so long as no default or event of default shall have occurred and be continuing, by two one-month extensions, subject to the payment of an extension fee, in connection with each such extension, equal to 2% on drawn amounts of the New Money Term Loans as of the date of such extension, (b) the date that is 30 days after September 25, 2024, if a final debtor-in-possession order has not been approved by the Bankruptcy Court on or prior to such date, (c) the date the Plan is effective, and (d) the date the Agent, at the direction of the Required Lenders, delivers a notice of termination to Vertex Refining, in each case, subject to certain prepayment events described in greater detail in the DIP Loan Agreement. The amounts borrowed pursuant to the terms of the DIP Loan Agreement are secured by substantially all of the present and after-acquired assets of the Company and its subsidiaries. Additionally, Vertex Refining's obligations under the DIP Loan Agreement are jointly and severally guaranteed by substantially all of the Company's subsidiaries and the Company. The DIP Loan Agreement includes customary representations and warranties, and affirmative and negative covenants of the Loan Parties for a facility of this size and type. Upon the occurrence of an event of default, the Agent may declare the entire amount of obligations owed under the DIP Loan Agreement immediately due and payable and take certain other actions provided for under the DIP Loan Agreement, including enforcing security interests and guarantees. The DIP Loan Agreement includes customary indemnification obligations for a facility of this size and type, requiring us to indemnify the Agent and the Lenders for certain expenses, losses and claims. Intermediation Agreement In connection with the filing of the Chapter 11 Cases, on September 25, 2024 Vertex Refining, the Company, Vertex Renewables Alabama LLC, and Macquarie Energy North America Trading Inc. entered into that certain Assurance and Amendment and Restatement Agreement. Pursuant to this Assurance Agreement, Macquarie agreed to, subject to certain conditions, defer and delay exercise of certain remedies under and make certain amendments to that certain Supply and Offtake Agreement dated April 1, 2022 (as amended from time to time) relating to the crude oil used, and refined products produced, at the Mobile Refinery. The Assurance Agreement also implements certain amendments to other transaction documents relating to the Supply and Offtake Agreement. As amended, the Supply and Offtake Agreement will terminate upon the earliest to occur of: (a) the date that is four months after September 25, 2024, which may be extended, subject to certain conditions, by two one-month extensions, (b) the date that is 30 days after September 25, 2024, if a final intermediation order has not been approved by the Bankruptcy Court on or prior to such date, (c) the date the Plan is effective, and (d) the date Macquarie, at the direction of the required Lenders, delivers a notice of termination to Vertex Refining, in each case subject to certain terms described in greater detail in the Assurance Agreement and in the Supply and Offtake Agreement. Hedge Facility In connection with the filing of the Chapter 11 Cases, on September 25, 2024, Vertex Refining and Macquarie Bank Limited entered into that certain Amendment Agreement to the ISDA 2002 Master Agreement originally deemed entered into as of March 31, 2022. As amended, the Hedge Facility allows Vertex Refining, notwithstanding the Chapter 11 Cases, to conduct a hedging program in respect of certain of its exposures through the end of 2024, and as may be further extended or modified by mutual agreement. 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 is 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. VERTEX ENERGY: Whitebox Advisors Discloses 1.5% Stake ----------------------------------------------------- Whitebox Advisors LLC and Whitebox General Partner LLC disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of September 24, 2024, they beneficially owned 1,430,740 shares of Vertex Energy Inc.'s common stock obtainable upon the conversion of the Warrants, representing 1.5% of the shares outstanding based on (i) 93,514,346 shares of Common Stock outstanding as of August 7, 2024, as disclosed on the Company's quarterly report on Form 10-Q filed on August 8, 2024, plus (ii) an aggregate 1,430,740 shares of Common Stock obtainable upon the conversion of the Warrants beneficially owned by the Reporting Person, which shares of Common Stock have been added to the total shares of Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. A full-text copy of Whitebox Advisors's SEC Report is available at: https://tinyurl.com/3t585tve 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 is 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. VG IMPERIAL: Gets Interim OK to Use Cash Collateral Until Dec. 1 ---------------------------------------------------------------- VG Imperial, Inc. received interim approval from the U.S. Bankruptcy Court for the Eastern District of New York to use the cash collateral of the United States Small Business Administration to fund its ongoing operations. The interim order penned by Judge Nancy Hershey Lord authorized the company to use cash collateral until Dec. 1. To protect the interests of the SBA, VG Imperial was ordered to make monthly payments of $1,500 to the agency starting on Oct. 5. In addition, the interim order granted SBA replacement liens on all assets of the company, effective as of the petition date. The order includes a carve-out provision to ensure payment of fees and expenses of the U.S. trustee, Chapter 7 trustee and bankruptcy officials. About VG Imperial Inc. VG Imperial Inc. is a corporation located at 1760 66th St., Apr 2R, Brooklyn, N.Y. VG Imperial sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42627) on October 21, 2022, with as much as $500,000 in both assets and liabilities. Viktor V. Ryptyk, president of VG Imperial, signed the petition. Judge Nancy Hershey Lord oversees the case. The Law Offices of Alla Kachan, PC, represents the Debtor as legal counsel. VIASAT INC: Closes Offering of $1.975-Bil. of Senior Secured Notes ------------------------------------------------------------------ Viasat, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on September 25, 2024, the Company announced the closing of an offering by Connect Finco SARL, a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411, Luxembourg and registered with the Luxembourg Register of Commerce and Companies under B233109, and Connect U.S. Finco LLC, a limited liability company organized and existing under the laws of the State of Delaware, of $1,975 million in aggregate principal amount of 9.000% senior secured notes due 2029. The Notes were issued by the Issuers pursuant to an Indenture, dated as of September 25, 2024, by and among the Issuers, Connect Bidco Limited, a non-cellular company incorporated under the laws of Guernsey and a subsidiary of Viasat, as a guarantor, the other guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent, which governs the terms of the Notes. Terms of the Notes and the Indenture: Interest: The Notes will bear interest at a rate of 9.000% per year, payable semi-annually in arrears in cash on March 15 and September 15 of each year, beginning on March 15, 2025. The Issuers will make each interest payment to the holders of record of the Notes on the immediately preceding March 1 and September 1. Maturity: The Notes will mature on September 15, 2029, unless earlier redeemed or repurchased. Ranking: The Notes and the guarantees are the Issuers' and Guarantors' general senior secured obligations and rank equally in right of payment with all of their existing and future senior indebtedness. The Notes and the Guarantees are effectively senior to the Issuer's and Guarantors' existing and future unsecured indebtedness to the extent of the value of the collateral securing the Issuers' and Guarantors' obligations under the Notes and the Guarantees owned by the Issuers or the Guarantors. The Notes and the Guarantees are pari passu with the Issuers' and Guarantors' existing and future obligations secured on a first-lien basis and rank senior in right of payment to the Issuers' and Guarantors' future subordinated indebtedness and other obligations that expressly provide for their subordination to the Notes and the Guarantees. The Notes and the Guarantees are structurally subordinated to all existing and future indebtedness of the Issuers' subsidiaries that are not Guarantors. Redemption: The Issuers may redeem the Notes, in whole or in part, at any time on or after September 15, 2026 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. Prior to September 15, 2026, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a "make-whole" premium, plus accrued and unpaid interest, if any, to the date of redemption. In addition, prior to September 15, 2026, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds from specified equity offerings at the redemption price set forth in the Indenture; however, the Issuers may only make these redemptions if at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding after such redemptions. The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. If a "Change of Control" occurs, each holder of Notes may require the Issuers to repurchase all or a portion of such holder's Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of purchase. Covenants: The Indenture contains covenants limiting the Issuers', Connect Bidco and the Issuers' restricted subsidiaries' ability to, among other things incur, assume or guarantee additional debt; issue redeemable stock and preferred stock; pay dividends, make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase debt that is junior in right of payment to the Notes; make loans and investments; grant or incur liens; restrict dividends, loans or asset transfers from restricted subsidiaries; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into transactions with affiliates; and consolidate or merge with, or sell substantially all of their assets to, another person. Events of Default: Subject to the terms and conditions of the Indenture, each of the following, among other events, constitutes an event of default under the Indenture (after the expiration of the applicable grace periods specified therein): (1) failure by the Issuers to pay interest or premium, if any, on, or the principal of, the Notes when due; (2) failure by the Issuers or any of their restricted subsidiaries to comply with the covenants in the Indenture; (3) default by the Issuers, Connect Bidco or any of the Issuer's significant subsidiaries under any mortgage, indenture or instrument securing or evidencing indebtedness with an aggregate principal amount in excess of $100.0 million with respect to a default in the payment of principal, interest or premium when due or where such default results in the acceleration of such indebtedness; (4) failure of the Issuers, Connect Bidco or any of the Issuers' significant subsidiaries to satisfy certain final judgments when due; (5) certain bankruptcy events; (6) the Guarantee of a Guarantor in certain circumstances ceasing to be in full force and effect, being declared null and void in a judicial proceeding or being denied by such Guarantor; and (7) with respect to collateral having a fair market value in excess of $200.0 million, in the event that any documents granting security interest in certain circumstances ceasing to be in full force and effect, being declared null and void in a judicial proceeding or being denied by such entity. Upon the occurrence of an event of default under the Indenture, the principal and accrued interest under the Notes then outstanding may be declared due and payable, subject to certain limitations. Securities Laws: The Notes were issued through a private placement to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, are subject to restrictions on transfer and may only be offered or sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act. On October 1, 2024, the Issuers used the net proceeds from the Offering, together with cash on hand, to redeem all of the Issuers' outstanding 6.750% Senior Secured Notes due 2026 and pay related fees and expenses. The Notes were redeemed at a redemption price equal to 100% of the aggregate principal amount outstanding plus accrued and unpaid interest on the aggregate principal amount outstanding to, but not including the date of the redemption. In connection with the redemption of the 2026 Notes, the indenture governing the 2026 Notes was satisfied and discharged, the guarantors party to the 2026 Notes Indenture were released from their obligations under such guarantees and all liens on collateral subject to the 2026 Notes Indenture and related documentation were released. About Viasat Inc. Viasat, Inc., headquartered in Carlsbad, California, operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum and provides voice and data services to customers on land, at sea, and in the air. As of June 30, 2024, the Company had $16.1 billion in total assets, $11 billion in total liabilities, and $5.1 billion in total stockholders' equity. * * * Egan-Jones Ratings Company, on May 29, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VOLITIONRX LTD: Appoints Dr. Ethel Rubin as Independent Director ---------------------------------------------------------------- VolitionRx Limited, a multi-national epigenetics company, has appointed Dr. Ethel Rubin to its board of directors, as an independent director, effective September 30, 2024. Dr. Rubin has also been appointed as a member of the Audit Committee and the Compensation Committee. Dr. Rubin has over 20 years' experience within the life sciences sector, leading healthcare innovation and commercialization strategies for a wide range of organizations – from early-stage operations to large global corporate businesses. Early in her career, Dr. Rubin served as Chief Scientific Officer and Operations Officer at BioFortis, Inc. (now Q2 Solutions, a wholly owned subsidiary of IQVIA) and then as Chief Scientific Officer at CSA Medical, Inc. (now Steris Healthcare), where she played a key role in technology development and commercialization. Ethel then moved to Medtronic, plc., where she held multiple leadership roles spanning external innovation, global clinical strategy and medical affairs. Dr. Rubin later took on a role at BioHealth Innovation, Inc. where she currently serves as Head of Ventures, leading a team of strategy and finance consultants who prepare and connect companies with private capital and support the entrepreneurial and investment programs of the National Institutes of Health. Guy Innes, Interim Chair of Volition, said: "Dr. Rubin has a vast knowledge and understanding of the life sciences industry and we are delighted to welcome her onto the board at Volition. She has contributed towards the launch of over 25 commercial products, including diagnostics, therapeutics and devices, and has been instrumental in driving collaborations and strategic initiatives. Ethel is ideally placed to support us as we commercialize our epigenetic solutions and scale our operations." Commenting on her appointment, Dr. Ethel Rubin said: "I'm delighted to be joining Volition as an independent director. Nu.Q® - the company's transformational nucleosome quantification technology - is already commercialized and generating revenue in the animal health sector. The technology has clear potential for clinical utility within human health too, through early detection and monitoring of diseases such as cancer and sepsis. It's an exciting time for the company and I look forward to supporting Volition's board and leadership team." In connection with her appointment, on September 30, 2024, Dr. Rubin and the Company entered into an Independent Director Agreement, pursuant to which Dr. Rubin will continue to serve as a member of the Board subject to any necessary approval by the Company's stockholders as required by applicable law and the Company's governing documents. In exchange for her services, Dr. Rubin shall receive: (i) $10,840 per calendar quarter commencing September 30, 2024; and (ii) a grant of RSUs under the Company's 2015 Stock Incentive Plan to receive an aggregate of 15,000 shares of the Company's common stock underlying the RSUs that vests in three equal installments at 12 months, at 24 months and at 36 months from the grant date. About Volition Henderson, Nev.-based VolitionRx Limited is a multi-national epigenetics company. It has patented technologies that use chromosomal structures, such as nucleosomes, and transcription factors as biomarkers in cancer and other diseases. Going Concern The Company cautioned in its Form 10-Q Report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. According to the Company, it has not attained profitable operations on an ongoing basis and is dependent upon obtaining external financing to continue to pursue its operational and strategic plans. The Company has generated operating losses and has experienced negative cash flows from operations since inception. The Company has not generated significant revenues and expects to incur further losses in the future, particularly from the continued development of its clinical-stage diagnostic tests and the initiation of additional clinical trials to seek regulatory approval. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing, and/or generate revenues as may be required to sustain its operations. As of June 30, 2024, VolitionRx had $13.1 million in total assets, $36 million in total liabilities, and $22.9 million in total stockholders' deficit. VPR LLC: Future Income to Fund Plan Payments -------------------------------------------- VPR, LLC, filed with the U.S. Bankruptcy Court for the Western District of Virginia a Chapter 11 Plan of Reorganization dated September 9, 2024. The Debtor was formed in February 2004 by Sheila Eshelman and her late husband, Lynn Andrew Burnett. Soon thereafter in 2005, their son, Joseph Eshelman, left his full-time job to join the family business. In the early years of the company's existence, the Debtor focused on obtaining work in the Middleburg/Fauquier area because metal roofing was in high demand. The Debtor quickly developed a good reputation for dealing with specialty roofing, and as word spread of its work among architects and builders, the business expanded to surrounding counties and even into West Virginia and Maryland. The Debtor's financial problems began to surface around 2019. The Debtor's lack of focus on careful job costing, overhead management, and budgeting discipline resulted in increased cash needs for it to maintain operations and complete contracted jobs. These issues were compounded by the continued growth and demand for the Debtor's work. The instability of COVID further highlighted the Debtor's business and cash management limitations. Notwithstanding the improved management of the Debtor, its high interest borrowing and overall debt load made it impossible to continue in business without seeking relief through the organized restructuring of its debt and operations in bankruptcy. As a consequence, on June 10, 2024, the Debtor commenced this bankruptcy case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code and elected to proceed under subchapter V of chapter 11 as part of that initial filing. The Debtor believes that the restructuring of its obligations pursuant to this Plan will enable it to maintain a steady predictable stream of income to fund this Plan. Based on the Debtor's projections of future cash flows, the Debtor believes that it will be able to make all of the future payments required under this Plan and operate without the need for further reorganization. This Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from its income generated from the operation of its business. Class 3 consists of Unsecured Creditors. Distributions will be made from Plan Funding to the allowed unsecured claims, pro rata, in Class 4, until all such claims are paid in full. Class 3 is impaired by the Plan. Class 5 consists of Equity Interests in VPR, LLC. The holders of the equity interests shall retain their respective interests in VPR, LLC, but they shall not be entitled, and shall not receive, any distribution of available cash on account of such equity interests during the Plan Term. The holders of the equity interests also waive any prepetition claims owed to them by the Debtor. The Debtor shall submit such portion of its future income to the Plan as is necessary for the execution of the Plan in accordance with Section 1190(2) of the Bankruptcy Code. Under this Plan, the Debtor shall make the following regular monthly plan payments (the "Monthly Plan Payments" or the "MPP") and shall also make up to four annual payments conditioned on the performance of the Debtor (the "Annual Plan Payments" or the "APP"). The sum of the Sub V Trustee Payments, the MPP, and the APP will determine the total plan funding ("Plan Funding"). The Plan Funding necessary to complete this Plan is $100,000.00. The MPP and APP shall continue for the plan term (the "Plan Term") which will conclude when a Plan Funding of $100,000.00 is reached. In the event that the payment, when due, of any particular installment of an MPP or an APP would result in Plan Funding exceeding $100,000.00, the Debtor shall only be required to pay a sufficient portion of the MPP or APP, as the case may be, to satisfy the Plan Funding. A full-text copy of the Plan of Reorganization dated September 9, 2024 is available at https://urlcurt.com/u?l=AtRLYp from PacerMonitor.com at no charge. Counsel for the Debtor: H. David Cox, Esq. Cox Law Group, PLLC 900 Lakeside Drive Lynchburg, VA 24501 Telephone: (434) 845-2600 Facsimile: (434) 845-0727 Email: David@coxlawgroup.com About VPR LLC VPR LLC is a locally owned and operated roofing company specializing in replacing, and installing various types of roofs using Certified and Licensed Labor. Roofing options include but are not limited to, Standing Seam Metal, Shingles, Copper, Synthetic Slate, Natural Slate, Cedar Shakes, Gutter and EPDM/TPO. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 24-50315) on June 10, 2024. In the petition signed by Joseph A. Eshelman, manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. David Cox, Esq., at COX LAW GROUP, is the Debtor's legal counsel. VUZIX CORP: Registers 15.4-Mil. Common Shares for Resale by Quanta ------------------------------------------------------------------ Vuzix Corporation disclosed in its Preliminary Prospectus on Form S-3 filed with the U.S. Securities and Exchange Commission that Quanta Computer Inc. is offering on a resale basis an aggregate of up to 15,384,607 shares of common stock of Vuzix Corporation, including 7,692,307 outstanding shares and up to 7,692,300 shares issuable upon conversion of up to 769,230 shares of Series B Preferred Stock issuable pursuant to a securities purchase agreement between Vuzix and Quanta Computer. The selling stockholder, including its transferees, pledgees or donees or their respective successors, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholder may use any one or more of the following methods when disposing of shares or interests therein: * ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; * block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; * purchases by a broker-dealer as principal and resale by the broker-dealer for its account; * an exchange distribution in accordance with the rules of the applicable exchange; * privately negotiated transactions; * short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; * through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; * broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; * a combination of any such methods of sale; and * any other method permitted by applicable law. The selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling stockholders for purposes of this prospectus. Vuzix Corporation will not receive any of the proceeds from any sale or other disposition of the shares of common stock covered by this prospectus. All proceeds from the sale of the shares will be paid directly to the selling stockholder. A full-text copy of the Preliminary Prospectus is available at: https://tinyurl.com/ze92khbk About Vuzix Vuzix Corporation -- www.vuzix.com -- incorporated in Delaware in 1997, is a designer, manufacturer, and marketer of Smart Glasses and Augmented Reality (AR) technologies and products for the enterprise, medical, defense, and consumer markets. The Company's products include head-mounted (or HMDs or heads-up displays or HUDs) smart personal display and wearable computing devices that offer users a portable high-quality viewing experience, providing solutions for mobility, wearable displays, and augmented reality, as well as OEM waveguide optical components and display engines. The Company's wearable display devices are worn like eyeglasses or attach to a head-worn mount. These devices typically include cameras, sensors, and a computer that enable the user to view, record, and interact with video and digital content, such as computer data, the internet, social media, or entertainment applications, as well as interact and receive information from cloud-based Artificial Intelligence agents. The Company's wearable display products integrate display technology with its advanced optics to produce compact high-resolution display engines, less than half an inch diagonally, which, when viewed through its Smart Glasses products, create virtual images that appear comparable in size to that of a computer monitor, smartphone, tablet, or large-screen television. Buffalo, New York-based Freed Maxick CPAs, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has future cash requirements to fund operating losses. This raises substantial doubt about the Company's ability to continue as a going concern. Vuzix incurred net losses of $50,149,077 for the year ended December 31, 2023, $40,763,573 for the year ended December 31, 2022, and $40,377,160 for the year ended December 31, 2021. As of June 30, 2024, Vuzix had $38,234,380 in total assets, $2,827,268 in total liabilities, and $35,407,112 in total stockholders' equity. VYAIRE MEDICAL: Plan Exclusivity Period Extended to Jan. 6, 2025 ---------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Vyaire Medical, Inc and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to January 6, 2025 and March 6, 2025, respectively. As shared by Troubled Company Reporter, these chapter 11 cases involve 28 affiliated Debtor entities with approximately 950 full-time employees throughout the United States. The Debtors continue to operate their global company focused exclusively on supporting breathing through every stage of life and Vyaire's products are available in more than 100 countries. As of the Petition Date, the company operated two business segments: ventilation and respiratory diagnostics, and each segment offered customers certain products, services and related consumables. Additionally, the company held a differentiated portfolio of valuable intellectual property related to its product offerings consisting of, among other things, over 700 U.S. patents. Moreover, the Debtors had approximately $533.6 million in total funded debt obligations as of the Petition Date. Furthermore, the Debtors have a wide variety of parties in interest, from various vendors and contractual counterparties to local, state and federal agencies, many of whom have been active in these chapter 11 cases. Accordingly, the size and complexity of these chapter 11 cases weigh in favor of extending the Exclusivity Periods. The Debtors claim that they have engaged in good faith with the Committee. Since the Committee's formation, the Debtors have had extensive negotiations and shared information related to the marketing and sale process. Accordingly, the Debtors' substantial progress in administering these chapter 11 cases and good faith to resolve outstanding issues with the Committee and other parties-in-interest weigh in favor of extending the Exclusivity Periods. Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Ave New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com - and - Spencer A. Winters, P.C. Yusuf U. Salloum, Esq. 333 West Wolf Point Plaza Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: spencer.winters@kirkland.com yusuf.salloum@kirkland.com Co-Counsel to the Debtors: Patrick J. Reilley, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington Delaware 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 Email: preilley@coleschotz.com - and - Michael D. Sirota, Esq. Warren A. Usatine, Esq. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Tel: (201) 489-3000 Fax: (201) 489-1536 Email: msirota@coleschotz.com wusatine@coleschotz.com About Vyaire Medical Vyaire Medical, Inc., together with its direct and indirect subsidiaries, is a global company focused on developing products and providing related services for the diagnosis, treatment, and monitoring of various cardiology, pulmonology, and respiratory health conditions. With a 70-year history of pioneering breathing technology, the integrated solutions offered by the Company help enable, enhance, and extend lives. Headquartered in Mettawa, Illinois, Vyaire operates approximately 27 offices and manufacturing facilities, and employs approximately 950 individuals around the world. The Company has a global reach, and Vyaire products are available in more than 100 countries. Its customers are the hospitals, health centers, and private practice facilities delivering life-enhancing products and services to patients every day. Vyaire Medical and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11217) on June 9, 2024. In the petitions signed by John Bibb, chief executive officer, the Debtors disclosed up to $500 million in estimated assets and up to $1 billion in estimated liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as counsel; AlixPartners, LLP as financial advisor; and PJT Partners, LP as investment banker. Omni Agent Solutions, Inc., is the Debtors' claims and noticing agent. WINDTREE THERAPEUTICS: Appoints Jamie McAndrew as Senior VP and CFO ------------------------------------------------------------------- Windtree Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the board of directors appointed Jamie McAndrew as Senior Vice President and Chief Financial Officer, effective as of September 25, 2024. Ms. McAndrew will continue to serve as the principal accounting officer of the Company and began serving as the principal financial officer of the Company on the Effective Date. Ms. McAndrew, 44, has served as the Company's Vice President, Controller, and Chief Accounting Officer and the Company's principal accounting officer since August 2023. Having joined the Company as Manager of Accounting and Reporting in November 2013, Ms. McAndrew held various roles at the Company from 2013 to 2023, including Director of Accounting and Reporting, Controller, and Executive Director and Corporate Controller. Prior to joining the Company, from January 2008 to October 2013, Ms. McAndrew worked in public accounting, holding positions of increasing responsibility in transaction services and audit at KPMG LLP. Ms. McAndrew received her Bachelor of Arts in Philosophy and Political Science from Villanova University and her Master of Professional Accountancy from the J. Mack Robinson College of Business at Georgia State University. Ms. McAndrew is also a certified public accountant. There are no arrangements or understandings between Ms. McAndrew and any other persons pursuant to which Ms. McAndrew was appointed as Chief Financial Officer or principal financial officer of the Company. In addition, there are no family relationships between Ms. McAndrew and any of the Company's directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer, and there are no transactions involving Ms. McAndrew requiring disclosure under Item 404(a) of Regulation S-K. In connection with Ms. McAndrew's appointment, the Board approved an increase to her annual base salary to $370,000. The Company expects to enter into an employment agreement with Ms. McAndrew, the details of which have not been finalized. The Company will provide this information by filing an amendment to ITS Current Report on Form 8-K after the information is determined or becomes available. About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. Windtree's portfolio of product candidates includes istaroxime, a Phase 2 candidate with SERCA2a activating properties for acute heart failure and associated cardiogenic shock, preclinical SERCA2a activators for heart failure, and preclinical precision aPKCi inhibitors that are being developed for potential use in rare and broad oncology applications. Windtree also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern. Windtree Therapeutics reported a net loss of $20.3 million for the year ended December 31, 2023, compared to a net loss of $39.2 million for the year ended December 31, 2022. As of June 30, 2024, Windtree Therapeutics had $28.71 million in total assets, $18.26 million in total liabilities, $6.95 million in total mezzanine equity, and $3.49 million in total stockholders' equity. WISA TECHNOLOGIES: Extends Warrants Inducement Period to Oct. 31 ---------------------------------------------------------------- As previously disclosed, on September 10, 2024, WiSA Technologies, Inc., a Delaware corporation, entered into an inducement agreement with each of the holders of certain common stock purchase warrants issued by the Company to the Holders pursuant to certain exchange agreements, dated as of September 10, 2024, by and between the Company and each Holder. Pursuant to the Inducement Agreements, the Company agreed, as consideration for exercising all or part of the Exchange Warrants held by any Holder on or prior to September 30, 2024, to issue to such Holder one or more common stock purchase warrants exercisable for up to a number of shares of Common Stock equal to 65% of the number of shares of Common Stock issued upon exercise of the Exchange Warrants. On September 30, 2024, the Company entered into an amendment agreement with each of the Holders to extend the expiration date of the Inducement Period to October 31, 2024. About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. As of June 30, 2024, WiSA Technologies had $10.6 million in total assets, $4.2 million in total liabilities, and $6.4 million in total stockholders' equity. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company's recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about its ability to continue as a going concern. WOMEN'S CARE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings revised Women's Care Holdings, Inc. outlook to stable from negative. At the same time, Moody's affirmed Women's Care's B3 corporate family rating, B3-PD probability of default rating, B2 ratings on the backed senior secured first lien term loan and backed senior secured first lien revolving credit facility, and Caa2 rating on the backed senior secured second lien term loan. The ratings affirmation and revision of the outlook to stable reflects a material reduction in Women's Care's financial leverage and improved cash flows over the last year. Debt to EBITDA was approximately 6.5x at June 30, 2024, down from more than 9.0x a year ago. Deleveraging has been due to both strong top line growth and margin improvement, partly due to cost saving initiatives and efficiency improvements. Free cash flow has been slightly positive, and Moody's expect moderate improvement over the next 12 to 18 months. RATINGS RATIONALE Women's Care's B3 corporate family rating is constrained by: (1) elevated financial leverage with Moody's adjusted debt to EBITDA of approximately 6.5x; (2) small scale with revenue of under $500 million; (3) high geographic concentration with Florida accounting for more than 80% of revenue; (4) risks inherent to the execution of its growth strategy and private equity ownership; and (5) social risks including political pressure to address the affordability of healthcare services, which could impact growth and profitability. The rating benefits from: (1) a strong market position in four core metropolitan areas; (2) a recurring patient base and stable demand characteristics associated with OB/GYN services; (3) long-term growth prospects supported by the early stage of consolidation in the fragmented OB/GYN market and the expansion of ancillary services; and (4) a solid payor profile, with the majority of revenue sourced from commercial reimbursements. Women's Care has adequate liquidity. Liquidity is supported by unrestricted cash of $4 million at June 30, 2024 and $53 million of availability on the company's $70 million revolving credit facility (expiring December 2025). Moody's expect the company to generate more than $10 million of annual free cash flow over the next 12 to 18 months which should be sufficient to fund the mandatory $7 million payment of the promissory note and approximately $4 million of term loan amortization. The secured revolver is subject to a springing first lien net leverage covenant of 8.15x when more than 35% drawn. Moody's expect the company to have a comfortable covenant cushion if triggered. The company has limited capacity to sell assets to raise cash. Women's Care's first lien facilities ($70 million revolver expiring December 2025 and $360 million term loan due January 2028) are rated B2, one notch above the B3 CFR given higher recovery and priority ranking within the capital structure. The $120 million second lien term loan due January 2029 is rated two notches below the CFR at Caa2, reflecting its subordination to the first lien debt. The debt is guaranteed by the holding company Women's Care Investments, Inc. and select operating subsidiaries limited to Women's Care Kentucky, LLC. and Physician Business Services, LLC, which controls all practice management service agreements, including centralized cash management for non-guarantor practice subsidiaries. The stable outlook reflects Moody's expectation for financial leverage to continue to decline and for the company to maintain adequate liquidity, including successful refinancing of its revolving credit facility expiring December 2025 before it becomes current. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Women's Care successfully executes its growth strategy, evidenced by expanded scale and geographic diversity. A demonstrated track record of positive free cash flow and sustained adjusted debt/EBITDA below 6x would also support an upgrade. The ratings could be downgraded if there was a deterioration of operating performance, weakening liquidity (including the revolver becoming current), negative free cash flow, or interest coverage (EBITA to interest expense) is sustained below 1x. Headquartered in Tampa, Florida, Women's Care is a provider of a variety of women's health services, including obstetrics and gynecology, fertility care and genetic counseling, among others. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. YESENIA GARCIA: Gets Interim OK to Use Cash Collateral ------------------------------------------------------ Yesenia Garcia DMD, PLLC 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 Oct. 31. Yesenia projects expenses of $145,944 and $133,796 for October and November, respectively. T Bank, N.A., Yesenia's main lender, initially objected to the use of its cash collateral but later withdrew the objection in exchange for protections. As of Aug. 1, T Bank is owed $604,249.52, including accrued interest, late fees, and attorneys' fees. The bank is also entitled to 18% default interest on the pre-bankruptcy loan and $2,000 monthly late charges. The lender's claim is fully secured under the court order. The final hearing is scheduled for Oct. 29. About Yesenia Garcia DMD Yesenia Garcia DMD, PLLC operates as a dental practice, providing dental care and services to its clients. Yesenia Garcia filed Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 24-33537) on Aug. 1, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Larry A. Vick, Esq. ZW DATA: Implements 1-for-4 Reverse Stock Split ----------------------------------------------- ZW Data Action Technologies 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-4. The Reverse Stock Split became effective on September 30, 2024, and the shares of Common Stock began trading on the split-adjusted basis on the Nasdaq under the Company's existing trading symbol "CNET" at market open on September 30, 2024. Under Nevada Revised Statutes Section 78.207, the Company may decrease its authorized shares of Common Stock and correspondingly decrease the number of issued and outstanding shares of Common Stock by resolution adopted by the Board of Directors, without obtaining the approval of the stockholders. The Reverse Stock Split was effected by the Company filing a Certificate of Change pursuant to NRS Section 78.209 with the Secretary of State of the State of Nevada on the Effective Date. As a result of the filing of the Certificate, the number of shares of the Company's authorized Common Stock was reduced from 50,000,000 shares to 12,500,000 shares and the issued and outstanding number of shares of the Common Stock was correspondingly decreased. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company was converted automatically into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 4, with such resulting number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Reverse Stock Split has no effect on the par value of the Company's Common Stock or authorized shares of preferred stock. Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split. Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent and registrar, Empire Stock Transfer. Empire Stock Transfer will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder. The Reverse Stock Split was primarily effected to regain compliance with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). About ZW Data Action Technologies Beijing, China-based ZW Data Action Technologies Inc., established in 2003, is an ecological enterprise that provides digital services to sales and marketing channels through blockchain, big data, and precision marketing. ZW Data Action is committed to empowering SMEs to achieve more efficient and accurate operations and management, resulting in additional value for clients. Hong Kong, China-based ARK Pro CPA & Co, the Company's auditor since 2023, issued a "going concern" qualification in its report dated June 28, 2024, citing that the Company has an accumulated deficit from recurring net losses and significant net operating cash outflow for the year ended December 31, 2023. All these factors raise substantial doubt about its ability to continue as a going concern. As of June 30, 2024, ZW Data had $10.8 million in total assets, $5.6 million in total liabilities, and $5.3 million in total stockholders' equity. [*] ABI Announces 2024 "40 Under 40" Insolvency Emerging Leaders ---------------------------------------------------------------- ABI announced the honorees of its 2024 "40 Under 40" award program, which identifies 40 top industry professionals under age 40. The honorees will be recognized at a special ceremony on Dec. 13 during ABI's 2024 Winter Leadership Conference at The Phoenician Scottsdale in Scottsdale, Ariz. ABI's 2024 "40 Under 40" honorees are: Susan Tran Adams of Tran Singh LLP (Houston) Olya Antle of Cooley LLP (Washington, D.C.) Gemma Bellfield of Ogier (Camana Bay, Grand Cayman, Cayman Islands) Lauren Berret of Eisner Advisory Group, LLC (Philadelphia) Joseph Boufadel of Salvato Boufadel LLP (Los Angeles) Annmarie Chiarello of Winstead PC (Dallas) Rahman Connelly of Pillsbury Winthrop Shaw Pittman LLP (New York) Elliot Crowder of Stevenson & Bullock, P.L.C. (Southfield, Mich.) Jingzhi Dai of Jefferies LLC (New York) Marguerite Lee DeVoll of Watt, Tieder, Hoffar & Fitzgerald, LLP (McLean, Va.) Jodi Dubose of Stichter Riedel Blain & Postler (Pensacola, Fla.) Brittany Falabella of Hirschler Fleischer, P.C. (Richmond, Va.) Jace Ferraez of the U.S. Bankruptcy Court for the Northern District of Mississippi (Aberdeen) Kellie Fisher of Drummond Woodsum (Portland, Maine) Emily Geier of Kirkland & Ellis (New York) Christopher Hampson of the University of Florida Levin College of Law (Gainesville, Fla.) Michael Handler of King & Spalding LLP (New York) Julie Harrison of Norton Rose Fulbright (Houston) Daniel Hayes of Hayes Law (Charlotte, N.C.) Camber Jones of Spencer Fane LLP (Springfield, Mo.) Thomas Kessler of Cleary Gottlieb Steen & Hamilton LLP (New York) Nick Koffroth of Fox Rothschild (Los Angeles) Daniel Kokini of FTI Consulting, Inc. (New York) Nicholas Laue of Keller & Almassian, PLC (Grand Rapids, Mich.) Nienke Lillington of Campbells LLP (George Town, Grand Cayman, Cayman Islands) Jessica Mendez-Colberg of Student Loan Advisors PR (Ponce, P.R.) Mark Moore of Foley & Lardner LLP (Dallas) Meaghan Murphy of Meland Budwick, P.A. (Miami) Daniel Newman of Tonkon Torp LLP (Portland, Ore.) Michael Papandrea of Lowenstein Sandler LLP (Roseland, N.J.) Dana Robbins of Burr & Forman (Tampa, Fla.) Christina Sanfelippo of Cozen O'Connor (Chicago) Gabriel Sasson of Paul Hastings LLP (New York) Adam Searles of AlixPartners, LLP (New York) Emily Shanks of Gray Reed (Dallas) Mark Sidorenkov of Alvarez & Marsal North America, LLC (Scottsdale, Ariz.) Debra Sinclair of Willkie Farr & Gallagher LLP (New York) Darius Tay of BlackOak LLC (Singapore) Maurice VerStandig of The VerStandig Law Firm, LLC (Potomac, Md.) John Weber of Paul, Weiss, Rifkind, Wharton & Garrison LLP (New York) "We are honored to celebrate the exceptional leaders within the 2024 class as they continue to make a significant impact both in their practice and in their communities," said ABI Executive Director Amy Quackenboss. "As bankruptcy practice continues to evolve, this diverse collection of honorees will propel ABI and the insolvency community forward." Nominations were submitted earlier this year by the candidates themselves or by colleagues via the award program's website, abi40under40.org. More than 200 candidates, each with outstanding records of professional achievement and community leadership, were evaluated by members of a 22-person steering committee. Most of the applicants were partners, directors or managing directors at their firms. This year's Steering Committee, chaired by Nicholas Zluticky of Stinson LLP (Kansas City, Mo.), included Michelle Bass of Wolfson Bolton PLLC (Troy, Mich.), Jason Brookner of Gray Reed (Dallas), José Carles of CARLES | CUESTA (Madrid, Spain), Patrick A. Clisham of Engelman Berger, PC (Phoenix), Prof. Laura Coordes of Arizona State University (Phoenix), Swapna Deshpande of AlixPartners (New York), Rosa J. Evergreen of Arnold & Porter Kaye Scholer LLP (Washington, D.C.), Neil Gupta of SSG Capital Advisors LLC (West Conshohocken, Pa.), Jon Henrich of Ankura (New York), Jeffrey S. Kwong of Levene Neale Bender Yoo & Golubchik, LLP (Los Angeles), John Loughnane of White and Williams LLP (Boston), Erin McKeighan of Alvarez & Marsal (Chicago), Ben Olushola of Gordon Brothers (London), Adam L. Shpeen of Davis Polk (New York), Glenn Siegel of Morgan Lewis & Bockius LLP (New York), Brendon Singh of Tran Singh LLP (Houston), Zachary H. Smith of Moore & VanAllen (Charlotte, N.C.), Chief Bankruptcy Judge Kimberley H. Tyson (D. Colo.; Denver), Emily Wall of Cavazos Hendricks Poirot, PC (Dallas), Jamila Justine Willis of DLA Piper (New York) and Claire K. Wu of Pillsbury Winthrop Shaw Pittman (Los Angeles). Many of the members of this year's Steering Committee are themselves past ABI "40 under 40" honorees. Now in its eighth year, the goal of ABI's "40 under 40" award program is not simply to create a one-time ceremony, but to fully engage those selected as future leaders in the insolvency profession and to build on the program each year. ABI staff have created a year-round promotional campaign in the ABI Journal and at all of its conferences in consultation with the Steering Committee. For more information about ABI's "40 under 40" award program, visit abi40under40.org. ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 10,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit www.abi.org. For additional conference information, visit www.abi.org/calendar-of-events. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***