/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241028.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 28, 2024, Vol. 28, No. 301 Headlines 11 WEBBER HOLDINGS LLC: Sec. 341(a) Meeting of Creditors on Nov. 21 17 LOCUST LLC: Seeks Bankruptcy Protection in New York 22ND CENTURY: Sells $2.1 Million of Shares and Warrants ACADEMY CHARTER: Moody's Affirms Ba1 Rating on 2022 Revenue Bonds ACIS CAPITAL: Court Recommends Dismissal of Two Dondero Claims AFRIN TRANSPORT: Gets OK to Use Cash Collateral Until Nov. 13 AGEAGLE AERIAL: Executes 1-for-50 Reverse Stock Split AINOS INC: Inks Third Addendum to Development Agreement With TCNT ALGORHYTHM HOLDINGS: Reduces Meeting Quorum Requirement ALGORHYTHM HOLDINGS: Terminates Loan Agreement With Oxford Finance ALLIED CORP: Unit Inks Forward Purchase Deal With CanPoland ALPINE 4: CEO Wilson Issues Letter to Shareholders ALPINE 4: Common Stock Delisted From Nasdaq AMERICAN QUALITY: Jerome Kerkman Named Subchapter V Trustee AMERICAN TIRE: Oct. 30 Deadline Set for Panel Questionnaires AMERICAN TIRE: S&P Downgrades ICR to 'D' on Chapter 11 Filing AMERICAN TRAILER: Moody's Alters Outlook on 'B3' CFR to Negative AMTECH SYSTEMS: Royce & Associates Owns 12.03% Stake as of Sept. 30 APL CARGO: Plan Exclusivity Period Extended to Nov. 29 AQUARIAN INSURANCE: Fitch Rates Proposed Unsec. Notes 'BB(EXP)' ARMY RETIREMENT: S&P Affirms 'BB+' LT Rating on Revenue Bonds ASHFORD HOSPITALITY: OKs 1-for-10 Reverse Split ASMC LLC: Gets Interim OK to Use Cash Collateral Until Nov. 22 ATARA BIOTHERAPEUTICS: Appoints Eric Hyllengren as COO AURA SYSTEMS: Incurs $6.39 Million Net Loss in Second Quarter AVON PRODUCTS: Surrey Leasing, et al., Chapter 11 Case Summary AZTEC FUND: Seeks to Hire CBRE Inc. as Real Estate Broker B & J PROPERTY: To Sell Ocala, Fla. Property via Online Auction BEACH HOUSE: Files for Chapter 11 Bankruptcy in Maine BELT ENTERTAINMENT: Case Summary & 19 Unsecured Creditors BIG LOTS: Gets Clearance to Get Final $10 Million DIP to Fund Sale BLUESUMMIT MEDICAL: Case Summary & 20 Largest Unsecured Creditors BONITA SOL: Hits Chapter 11 Bankruptcy Protection in Florida BREWSTER PLACE: Fitch Affirms 'BB+' IDR, Outlook Stable BROCATO'S SANDWICH: Gets OK to Use Cash Collateral Until Nov. 21 BROUDY GROUP INC: Sec. 341(a) Meeting of Creditors on Nov. 13 BULLETPROOF DOG: Claims to be Paid From Available Cash and Income BURGERFI INT'L: Delisted From Nasdaq BURGERFI INTERNATIONAL: Taps Jeremy Rosenthal of Force 10 as CRO CAMABO INDUSTRIES: U.S. Gov't Granted Summary Judgment v. Owner CANDE HOFFMAN: Seeks to Hire Kerkman & Dunn as General Counsel CANVAS PROS: Sale of Deland, Fla. Property to Terrence Hart OK'd CATHOLIC HEALTH: Moody's Upgrades Ratings on Revenue Bonds to B3 CELSIUS NETWORK: Court Denies Casla's Motion for Reconsideration CEMTREX INC: Reports 25.6-Mil. Shares Outstanding After Stock Split CHAMPIONS ONCOLOGY: All Three Proposals Approved at Annual Meeting CHARGE ENTERPRISES: Court Narrows Claims in Acmetel Suit v. Unit CHARITY TOWING: Disposable Income to Fund Plan Payments CHARLES COUNTY NURSING: Seeks Chapter 11 Bankruptcy Protection CHARTER NEXT: Moody's Ups CFR to B2, Outlook Stable CINNAMINSON MECHANICAL: Court Approves Use of Cash Collateral CLIFTON STATION: Puts New Jersey Properties Up for Sale COMMERCIAL FURNITURE: Files Subchapter V Bankruptcy Case CONN CORP: Seeks to Hire C. Scott Kirk as Bankruptcy Counsel COTY INC: Notes Collateral Release No Impact on Moody's 'Ba2' CFR CTS LOGISTICS: Voluntary Chapter 11 Case Summary CYBERJIN LLC: Authority to Use Cash Collateral Terminated Oct. 1 DALRADA FINANCIAL: Assurance Dimensions Steps Down as Auditor DALRADA FINANCIAL: Two Directors Step Down DAWKINS DEVELOPMENT: Unsecureds to Get 100% via Quarterly Payments DIAMOND OFFSHORE: Moody's Confirms 'B2' CFR, Outlook Stable DIOCESE OF NEW ORLEANS: Claims to be Paid From Settlement Trust DIOCESE OF SYRACUSE: Plan's 3rd Party Releases Face Objections DIOCESE OF SYRACUSE: Updates Abuse Claims Pay; Files Amended Plan DISTINCTIVE CORP: Cash Collateral Use Extended to Nov. 14 DLINAS PROPERTIES: Voluntary Chapter 11 Case Summary DRW HOLDINGS: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable EDMOUNDSON STEEL: Case Summary & 20 Largest Unsecured Creditors EL DORADO GAS: To Sell Lot and Equipment at Auction EYEMART EXPRESS: Moody's Alters Outlook on 'B2' CFR to Developing FALL CREEK: Seeks to Hire Biggs Law Firm as Bankruptcy Counsel FAMILY OF CARE: Sec. 341(a) Meeting of Creditors on Nov. 25 FLEET SERVICES GROUP: Commences Subchapter V Bankruptcy Process FORMING MACHINING: Moody's Cuts CFR to 'Ca', Outlook Negative FOURNES LLC: Seeks to Tap David A. Boone as Bankruptcy Counsel FRANCISCAN FRIARS: Seeks to Extend Exclusivity to April 24, 2025 FULL CIRCLE LAWN: Gets Final Approval to Use Cash Collateral GENESIS TREE: Unsecureds Will Get 15% of Claims over 36 Months GENEVA VILLAGE: Court Narrows Claims in Lease Agreement Lawsuit GOKADA INC: Commences Subchapter V Bankruptcy Proceeding GOL LINHAS: Wants to Raise Cash to Use in Chapter 11 Exit GOLDEN WEST: Moody's Lowers CFR & Secured First Lien Debt to Caa2 GRAND VALLEY: Seeks to Hire Shraiberg Page as Bankruptcy Counsel GREAT CANADIAN: Moody's Affirms 'B3' CFR, Outlook Stable GRIFFIN RESOURCES: Taps Impossible Services Group as Consultant GROM SOCIAL: Delisted From Nasdaq HAGEN CONSTRUCTION: Hires Holbrook Law as Bankruptcy Counsel HAWAIIAN HOLDINGS: Moody's Withdraws Caa1 Corporate Family Rating HAWTHORNE FOOD: Hits Chapter 11 Bankruptcy in Massachusetts HONEY DO FRANCHISING: Unsecureds to Split $38K over 36 Months IGLESIA DE DIOS: Selling College Park Property via Private Sale INDIVIDUALIZED ABA: Hires Michael Jay Berger as Legal Counsel INDUSTRIAL RESOURCE: Case Summary & Seven Unsecured Creditors INGENOVIS HEALTH: Moody's Lowers CFR to 'Caa1', Outlook Negative INVINCIPLEX LLC: Court Narrows Claims in Hancock Lawsuit INVO BIOSCIENCE: Completes Merger With NAYA Biosciences JASPAL DEOL: Debts to Goel Excepted from Discharge, Court Rules JORDAN HEALTH: U.S. Trustee Slams Expense Reimbursement Bid KBR INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable LABRUZZO COMMERCIAL: Seeks 30-Day Extension of Plan Filing Deadline LABRUZZO WOODLANDS: Seeks 30-Day Extension of Plan Filing Deadline LALA'S SANGRIA: Unsecureds to Split $30K over 3 Years LAREDO OIL: Incurs $469K Net Loss in First Quarter LEARFIELD COMMUNICATIONS: Repriced Loan No Impact on Moody's Rating LI-CYCLE HOLDINGS: Appoints Marcum Canada as Independent Auditor LI-CYCLE HOLDINGS: Glencore Entities Hold 48.5% Stake as of Oct. 15 LIFE TIME: Moody's Assigns B2 Rating to New Secured Notes Due 2032 LIGHTSTONE HOLDCO: Moody's Hikes Rating on Sr. Secured Loans to B1 LOUISIANA FIRE: Unsecureds Will Get 100% of Claims over 5 Years LOVING KINDNESS: Case Summary & Six Unsecured Creditors LUMIO HOLDINGS: Proposed Sale to White Oak Fails as Cash Runs Low LYCRA CO: Searches for Private Deal to Refinance Debt MARIN SOFTWARE: To Cut 26% of Workforce in 2024 Restructuring Plan MARK STEVEN ACKER: Debts Nondischargeable Under Section 523(a)(6) MARQUIE GROUP: Reports $205K Net Loss in First Quarter MDM RESTORATION: Case Summary & 13 Unsecured Creditors MEIER'S WINE: Deadline to File Claims Set for Nov. 8, 2024 MELT BAR: Unsecureds Will Get 4% of Claims over 3 Years MERCER INT'L: Moody's Rates New $200MM Add-on Unsecured Notes 'B3' METRO MATTRESS: Committee Taps Platzer Swergold Goldberg as Counsel MIDWEST VETERINARY: SVP's Deal No Impact on Moody's 'B3' CFR MORAN FOODS: Moody's Withdraws 'Ca' Corporate Family Rating MSHINGES.COM: Case Summary & Nine Unsecured Creditors NAT'L REALTY: Trustee Wins Summary Judgment in Media Effective Suit NATGASOLINE LLC: Moody's Lowers CFR to 'B3', Outlook Negative NAVEO INC: Gets Interim OK to Use Cash Collateral Until Nov. 16 NEVADA COPPER: Plan Exclusivity Period Extended to December 9 NO RUST REBAR: Court Affirms Substantive Consolidation Order NONSTOP ADMINISTRATION: Settlement Gets Preliminary Court Approval NOVAE LLC: Moody's Affirms 'B3' CFR & Alters Outlook to Negative NUZEE INC: Xiangrong Dai Holds 11.267% Equity Stake NVS MEZZ: Secured Party Schedules Oct. 28 Auction OCUGEN INC: State Street Corp. Holds 5.5% Equity Stake OHANA RESTAURANT: Gets OK to Use Cash Collateral Until Nov. 1 ONCOCYTE CORP: Stockholders OK Amended 2018 Equity Incentive Plan ONDAS HOLDINGS: Secures $3.5-Mil. Investment for OAS Expansion ONESOURCE COMMUNITY: Case Summary & 20 Top Unsecured Creditors ORBIT MARKETING: To Sell Kalamazoo Property for $1.350M ORIGINAL MOWBRAY'S TREE: Files for Chapter 11 Bankruptcy PACKERS HOLDINGS: Moody's Cuts Rating on First Lien Debt to Caa3 PALOMAR HEALTH: Moody's Cuts Revenue Rating to B2, Placed on Review PAN AM INVESTMENTS: Seeks to Hire Fuller Law Firm as Attorney PATRIOT LINEN: Files Amended Plan; Confirmation Hearing Dec. 3 PECF USS III: Moody's Affirms 'Caa3' CFR, Outlook Remains Stable PENN HILLS: S&P Affirms 'BB' LT Rating on 2021A/B Revenue Bonds PHH CORP: Moody's Rates New $475MM Unsecured Notes 'Caa1' PRAIRIE KNOLLS: Hires Shraiberg Page as Bankruptcy Counsel PRESTO AUTOMATION: Public Sale Auction Set for Nov. 19 RETO ECO-SOLUTIONS: Hydrogen Capital, Qian Cui Hold 9.4% Stake RETO ECO-SOLUTIONS: Nova, Jie Cui Hold 7.3% of Class A Shares RETO ECO-SOLUTIONS: Token, Yongli Wu Hold 6.5% of Class A Shares ROCKY MOUNTAIN: Reports $722,000 Net Loss in Fiscal Q2 ROLLING ACRES: Hires Shraiberg Page as Bankruptcy Counsel RUNNER BUYER: Moody's Lowers CFR to 'Caa3', Outlook Stable RYVYL INC: Sets 2024 Annual Stockholders Meeting for Dec. 19 S&W SEED: Implements 1-for-19 Reverse Stock Split SAINT PAUL CONSERVATORY: S&P Lowers Lease Rev. Debt Rating to 'B+' SB CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors SEDONA VINEYARDS: Voluntary Chapter 11 Case Summary SEVEN SEAS: Unsecured Creditors to Get 100 Cents on Dollar in Plan SHEN'S PEKING: Amends Plan to Include Weingarten Claims Pay SIFCO INDUSTRIES: Completes Sale of C Blade S.p.A. to TB2 SILVERGATE CAPITAL: Oct. 31 Claims Filing Deadline Set SOLCIUM SOLAR: Starts Subchapter V Bankruptcy Proceeding SOUTHERN VETERINARY: Moody's Ups CFR to B2, Outlook Remains Stable STERLING CREDIT: Seeks to Extend Plan Exclusivity to Dec. 1 SVB FINANCIAL: $427,595.46 Simon Claim Disallowed TALEN ENERGY: Moody's Raises CFR to Ba3 & Alters Outlook to Stable TAMPA LIFE: Plan Exclusivity Period Extended to Dec. 2 TARO INVESTMENT: Seeks to Tap Coon & Cole LLC as Special Counsel TELLURIAN INC: Chatterjee Fund Management No Longer Holds Stock TEXAS REIT: Taps Law Office of David P. Crist as Special Counsel TIME OUT PROPERTIES: Hires Shraiberg Page as Bankruptcy Counsel TOP PARK SERVICES: Hires Shraiberg Page as Bankruptcy Counsel TRANSOCEAN LTD: Hayfin Management Holds 4.8% Stake as of Sept. 30 TUBULAR SYNERGY GROUP: Receives $15 Million Asset Bid in Auction VADO CORP: Hires Amanda Edris as New Principal Financial Officer VERIFONE SYSTEMS: S&P Downgrades ICR to 'CCC+', Outlook Negative VIAD CORP: Moody's Puts 'B2' CFR Under Review for Upgrade VICINITY MOTOR: Chapter 15 Case Summary VISION CARE: Taps Purdy Powers as Accountant and Tax Advisor VOIP-PAL.COM INC: Director Howard Saylor Reports Stock Holdings VOIP-PAL.COM INC: President Holds 1.6MM Shares, Options WALLAROO'S FURNITURE: To Sell Inventory at 3 Stores WYATT RESTAURANT: Gets Final Approval to Use Cash Collateral ZACHRY HOLDINGS: Plan Exclusivity Period Extended to Dec. 17 ZIPRECRUITER INC: Moody's Affirms 'B1' CFR, Outlook Remains Stable [^] BOND PRICING: For the Week from October 21 to 25, 2024 ********* 11 WEBBER HOLDINGS LLC: Sec. 341(a) Meeting of Creditors on Nov. 21 ------------------------------------------------------------------- 11 Webber Holdings LLC filed Chapter 11 protection in the District of Maine. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 21, 2024 at 11:00 a.m. in Room Telephonically. About 11 Webber Holdings LLC 11 Webber Holdings LLC is engaged in activities related to real estate. 11 Webber Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Maine Case No. 24-20212) on October 17, 2024. In the petition filed by Taylor Perkins, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Bankruptcy Judge Michael A. Fagone oversees the case. The Debtor is represented by: David C. Johnson, Esq. MARCUS CLEGG 16 Middle Street Unit 501A Portland, ME 04101 Tel: (207) 828-8000 Email: bankruptcy@marcusclegg.com 17 LOCUST LLC: Seeks Bankruptcy Protection in New York ------------------------------------------------------ 17 Locust LLC filed Chapter 11 protection in the Eastern District of New York. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 19, 2024 at 2:00 p.m. in Room Telephonically on telephone conference line: 1 (877) 988-1229. participant access code: 6493694#. About 17 Locust LLC 17 Locust LLC is primarily engaged in renting and leasing real estate properties. 17 Locust LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-73988) on Oct. 17, 2024. In the petition filed by Gloria C. Potter, president of Acres & Heirs Dev. Corp., as Member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Louis A. Scarcella handles the case. The Debtor is represented by: Joseph S. Maniscalco, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: 516-826-6500 Email: jsm@lhmlawfirm.com 22ND CENTURY: Sells $2.1 Million of Shares and Warrants ------------------------------------------------------- 22nd Century Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and certain investors entered into a securities purchase agreement relating to the issuance and sale of shares of common stock of the Company pursuant to a registered direct offering and a private placement of warrants to purchase shares of common stock. The Investors purchased approximately $2.1 million of shares and warrants, consisting of an aggregate of 14,266,666 shares of Common Stock and warrants to purchase 28,533,333 shares of common stock, at a purchase price of $0.15 per share and accompanying warrant. The Warrants are exercisable after the Stockholder Approval Date at an exercise price of $1.00 per share of common stock, expire on the date that is five years after the Stockholder Approval Date and are subject to adjustment in certain circumstances, including upon any subsequent equity sales at a price per share lower than the then effective exercise price of such Warrants, then such exercise price shall be lowered to such price at which the shares were offered. The Securities Purchase Agreement provides that, subject to certain exceptions, until 30 days after the closing of the Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents. The Securities Purchase Agreement also provides that the Investors in the Offering have a right of participation in future equity or equity linked offerings by the Company for nine months following the Closing Date. The Securities Purchase Agreement provides that, subject to certain exceptions, for a period of one year following the closing of the Offering, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction. The net proceeds to the Company from the Offering, after deducting the fees of Dawson James Securities, Inc. and the Company's estimated offering expenses, are expected to be approximately $2 million. The Common Stock is being offered and sold pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-270473) previously filed with the Securities and Exchange Commission and declared effective on March 31, 2023, the base prospectus included therein and the related prospectus supplement to be filed. The Warrants are being issued in a private placement and were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Investors of the shares issued and issuable upon exercise of the Warrants within 30 trading days of the date of the Securities Purchase Agreement. The shares issuable upon exercise of the Warrants are subject to stockholder approval. The Company has agreed to hold an annual or special meeting of stockholders within 75 days following the Closing Date to have stockholders approve the issuance of the shares of common stock underlying the Warrants pursuant to applicable Nasdaq rules. The Company will pay the Placement Agent a cash fee of 6% of the gross proceeds from the Offering, an additional 6% cash fee of any cash exercise of the Warrants and to reimburse the Placement Agent for its expenses, including the reimbursement of legal fees up to an aggregate of $10,000. In addition, the Company agreed to issue an placement agent warrants to purchase an aggregate of 856,000 shares of common stock to the Placement Agent or its designees with substantially the same terms as the Warrants, except that the Placement Agent RD Warrants will terminate five years following the commencement of sales of the Offering and have an exercise price of $1.25. Following the consummation of the Offering, the Company will have 45,702,624 shares of common stock issued and outstanding. About 22nd Century Group Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco products company specializing in the sales and distribution of its proprietary reduced nicotine tobacco products, which have been authorized as Modified Risk Tobacco Products by the FDA. The company also provides contract manufacturing services for conventional combustible tobacco products for third-party brands. Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the company's auditor since 2011, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has incurred significant losses and negative cash flows from operations since inception and expects to continue incurring additional losses until it can generate substantial revenue and profit in its tobacco business. Additionally, the company reported negative working capital and a shareholders' deficit as of December 31, 2023, raising substantial doubt about its ability to continue as a going concern. For the year ended December 31, 2023, the company reported a net loss of $140.8 million, compared to a net loss of $59.8 million in 2022. As of June 30, 2024, 22nd Century Group had $24.1 million in total assets, $25 million in total liabilities, and $955,000 in total stockholders' deficit. ACADEMY CHARTER: Moody's Affirms Ba1 Rating on 2022 Revenue Bonds ----------------------------------------------------------------- Moody's Ratings has affirmed the Ba1 rating on The Academy Charter School, ID's Nonprofit Facilities Revenue Bonds (Connor Academy Project), Series 2022. The bonds were issued through the Idaho Housing Finance Authority. The school reported $19 million in debt outstanding at the end of fiscal 2023. The outlook is stable. RATINGS RATIONALE The affirmation of the Ba1 rating reflects the academy's good competitive profile as evidenced by full enrollment and favorable academic performance relative to the Pocatello School District. Spendable cash and investments relative to operations provides a sound financial cushion with 147 days cash on hand but is more moderate in nominal terms at $2.5 million as of fiscal 2023. Moody's expect healthy operating performance in fiscal 2024 with an operating cash flow margin of 22%, sufficient to provide 1.7x annual debt service coverage. Leverage is expected to remain elevated with spendable cash and investments covering debt by a narrow 15%. Other credit factors include the academy's good financial management and stable management team. In 2024, the academy received another 5-year renewal with no conditions, through June 30, 2029, from the Idaho Public Charter School Commission, the academy's authorizer. The academy maintains a good working relationship with the commission. RATING OUTLOOK The stable outlook reflects the likelihood of continued steady enrollment and good academic performance. It also reflects the academy's close budget management that will support stable operating performance and debt service coverage. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Material reduction in leverage resulting in spendable cash and investments to debt above 25% -- Maintenance of healthy operating cash flow margins resulting in maximum annual debt service coverage over 1.5x FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Weakening of competitive profile that results in sustained enrollment declines -- Sustained reduction in operating cash flow margins resulting in debt service coverage below 1.1x -- Material increase in leverage without commensurate increase in revenue or reserves LEGAL SECURITY The Series 2022 bonds are payable from payments received pursuant to a loan agreement between The Academy Charter School and the Idaho Housing and Finance Association. The association serves as the issuer of the debt. Under the loan agreement, the academy has pledged to make payments from a pledge of gross revenues. The revenues are primarily comprised of state funding, though the agreement does also include any other revenues derived from operation of the school. A deed of trust on the school facility backs the loan in the event of nonpayment. The Series 2022 bonds are also secured by a credit enhancement provided by the Idaho Public Charter School Facilities Program. PROFILE The Academy Charter School was founded in 2006 and is a K-8 school located within the Pocatello metro area. The academy educates students from two school buildings: Connor Academy that serves grades K-5 and Alpine Academy that serves grades 6-8. The academy is based on the Harbor School Method, a whole school approach designed to educate children to be capable and caring graduates ready for the next level of their education. In fiscal 2023, the academy served 745 students and reported $5.6 million in operating revenue in fiscal 2023. METHODOLOGY The principal methodology used in this rating was US Charter Schools published in April 2024. ACIS CAPITAL: Court Recommends Dismissal of Two Dondero Claims -------------------------------------------------------------- Judge Stacey G. Jernigan of the United States Bankruptcy Court for the Northern District of Texas recommends that the the United States Bankruptcy Court for the Northern District of Texas grant James Dondero's motion to dismiss plaintiffs' alter ego (Count 3) and fraudulent transfer (Count 5) in the first amended complaint in the case captioned as ACIS CAPITAL MANAGEMENT, L.P. and ACIS CAPITAL MANAGEMENT GP, LLC, Reorganized Debtors, Plaintiffs, vs. JAMES DONDERO, et al., Defendants, Civil Action No. 3:24-cv-02036-N (Bankr. N.D. Tex.). There were initially 11 defendants in this Current Acis Action, including Mr. James Dondero, who was the former President of both Acis and of Highland. Ten of these 11 original defendants were individuals, and all of them were associated in one way or another with Highland. Only one defendant was not an individual human being -- a Cayman Island entity called CLO Holdco, Ltd. In addition to the alleged breaches of fiduciary duty (or, in some cases, aiding and abetting of same) -- there was a count alleging section 362 automatic stay violations and a request for section 542 turnover relief. The specific counts were as follows: Count 1: Breach of Fiduciary Duty Against Dondero, as President of Acis GP Count 2: Breach of Fiduciary Duty Against Dondero, as President of Highland, the SubAdvisor to Acis Count 3: Alter Ego as to Dondero Count 4: Breach of Fiduciary Duty Against a defendant Frank Waterhouse, as Treasurer of Acis GP Count 5: Aiding & Abetting Breach of Fiduciary Duty, asserted against six individual defendants (Frank Waterhouse, Hunter Covitz, Scott Ellington, Isaac Leventon, Jean Paul Sevilla, and Thomas Surgent) Count 6: Aiding & Abetting Breach of Fiduciary Duty against defendant Grant Scott Count 7: Aiding & Abetting Breach of Fiduciary Duty against defendants Mr. William Scott and Ms. Heather Bestwick Count 8: Willful Violation of the Automatic Stay Against Dondero and defendants Hunter Covitz, Isaac Leventon, William Scott, and Heather Bestwick Count 9: Turnover of Property of the Estate under 11 U.S.C. Sec. 542(a) against Defendant CLO Holdco, Ltd. (for "Acis LP's Performance Allocation") Count 10: Money Had and Received against defendant CLO Holdco, Ltd. (for "Acis LP's Performance Allocation") Count 11: Punitive Damages Count 12: Attorneys' Fees and Costs, Including all Allowed Professionals' Fees and Expenses in the Bankruptcy Cases The overriding theme of this Current Acis Action has always been that the 11 defendants, in addition to their alleged breaches (or aiding and abetting of breaches) of fiduciary duty, each had a role in systematically denuding Acis of its assets, to the detriment of its creditors -- particularly, one creditor, Joshua Terry. Certain of Acis's assets and rights were allegedly transferred to offshore entities that were created by Highland in a series of complex transactions. Over time, the Reorganized Acis reached settlements with, or otherwise chose not to pursue, all but three of the original 11 defendants in this Current Acis Action -- with the three, remaining defendants now being Dondero, Mr. Grant Scott, and CLO HoldCo, Ltd. This Current Acis Action was abated per an agreement among the parties for a long period of time. Then, on February 2, 2024, the Reorganized Acis filed its first amended complaint ("Live Complaint"). The Live Complaint, for the first time, asserted a new Count 5 for fraudulent transfers, under 11 U.S.C. Sec. 548, and each Texas and Delaware state law. Count 5 is asserted against Dondero only. This was the only new count added. To be clear, until recently, fraudulent transfers, per se, had never been asserted in the Current Acis Action. The Live Complaint now asserts the following causes of action: Count 1: Breach of Fiduciary Duty against Dondero, as President of Acis GP Count 2: Breach of Fiduciary Duty against Dondero, as President of Highland Capital, Sub-Advisor to Acis Count 3: Alter Ego as to Dondero Count 4: Aiding and Abetting Breach of Fiduciary Duty against Grant Scott Count 5: Fraudulent Transfers against Dondero pursuant to Bankruptcy Code section 548 ("Sec. 548") and Tex. Bus. and Com. Code Sec. 24.005 ("TUFTA"), and 6 Del. C. Sec. 1304(a)(1)-(2) ("DUFTA") Count 6: Willful Violation of the Automatic Stay against Dondero Count 7: Turnover of Property of the Estate under §542 against CLO Holdco for Acis LP's Performance Allocation Count 8: Money Had and Received against CLO HoldCo for Acis LP's Performance Allocation Count 9: Punitive Damages Count 10: Attorneys' Fees and Costs, Including all Allowed Professionals' Fees and Expenses in the Bankruptcy Cases Dondero has filed a Motion to Dismiss Plaintiffs' alter ego (Count 3) and fraudulent transfer (Count 5) causes of action, pursuant to Federal Rule of Civil Procedure 12(b)(6), which is currently before the court for consideration. In Dondero's pending Motion to Dismiss, seeking a dismissal of Count 3 (alter ego) and Count 5 (fraudulent transfers), he argues failure to state a claim upon which relief can be granted because the Counts are: (1) untimely and barred by the statute of limitations or statute of repose under applicable law, and (2) asserted against a non-transferee from whom there is no entitlement to recovery under applicable fraudulent transfer law. The Reorganized Acis filed its response in opposition to the Motion to Dismiss on March 27, 2024, arguing it had plausibly stated a claim for which relief can be granted with respect to the fraudulent transfer claims against Dondero. The Bankruptcy Court determines that bankruptcy subject matter jurisdiction and Article III standing exist in this Current Acis Action. However, because the claims asserted are state common law claims (i.e., breach of fiduciary duty and alter ego theories) and fraudulent transfer claims (the latter of which are statutorily core in nature, but the type of Stern—claims that cannot be finally adjudicated by a bankruptcy court, without consent—which Dondero does not give), this action must ultimately go to trial before the District Court, and the bankruptcy court may not issue dispositive orders or a final judgment. Thus, the bankruptcy report issues this ruling on the Motion to Dismiss as a report and recommendation to the District Court. The Bankruptcy Court finds all four elements of the res judicata test apply in this case. The Dismissals with Prejudice in the Prior Acis Action as to Acis's' fraudulent transfer claims asserted therein: (1) involved the Highland Entities, alleged to be the alter egos of Dondero, with whom Dondero is in privity; (2) were entered by this court (a court of competent jurisdiction); (3) constituted final judgments on the merits as to Acis's claims seeking to avoid the Transfers under Sec. 548 and to recover the Transfers or the value thereof under Sec. 550; and (4) involved the same claims or causes of action as those asserted against Dondero in Counts 3 and 5 of the Live Complaint in this Current Acis Action. Judge Jernigan explains, "The claims against Dondero for avoidance and recovery of the Transfers based on an alter ego theory of liability could have been brought against him in the Prior Acis Action; Acis chose, for whatever strategic decision known only to it, not to do so. Instead, Acis filed its Live Complaint in this Current Acis Action to assert those claims against Dondero over three years after he First Dismissal with Prejudice (against four of the alleged alter ego Highland Entities) had been entered and over two and a half years after the Second Dismissal with Prejudice (against Highland Funding) had been entered. As the Second Circuit recently stated, "Litigation strategy to not bring claims which plaintiff could have brought does not bar the application of res judicata; indeed, 'strategic' choices to split claims that could be brought in the same case is what the res judicata principle seeks to prevent." She holds, "Thus, the court concludes, based on the face of the Live Complaint, that Acis cannot and does not state plausible claims against Dondero in Count 3 (alter ego) and Count 5 (avoidance and recovery of the Transfers under Secs. 548 and 550) because Acis is barred from bringing such claims under the principles of res judicata (or claim preclusion). Accordingly, the bankruptcy court recommends to the District Court that it grant the Motion to Dismiss as to Counts 3 and 5 of the Live Complaint under Rule 12(b)(6), for failure to state a claim upon which relief can be granted, on the basis that such claims and causes of action are barred under the principles of res judicata (or claim preclusion) by virtue of the Dismissals with Prejudice entered in the Prior Acis Action." A copy of the Court's decision dated October 15, 2024, is available at https://urlcurt.com/u?l=dI2bl6 About Acis Capital Management Joshua N. Terry, as petitioning creditor, on Jan. 30, 2018, filed an involuntary petition against Acis Capital Management, L.P., thereby initiating the Acis LP bankruptcy case. Mr. Terry also filed an involuntary petition against Acis Capital Management GP, thereby initiating the Acis GP bankruptcy case. On April 13, 2018, after six days of testimony and argument, the Bankruptcy Court entered its findings of fact and conclusions of law in support of orders for relief on the involuntary bankruptcy petitions. Also on April 13, Diane Reed was appointed as interim Chapter 7 trustee for the Debtors' bankruptcy estates. On April 18, the Court entered its order directing that the cases be jointly administered under Case No. 18-30264 (Bankr. N.D. Tex.). The Hon. Stacey G. Jernigan presides over the cases. On May 4, 2018, the Chapter 7 trustee filed a motion to convert the cases to Chapter 11. On May 11, the court entered an order granting the motion. On May 14, 2018, the U.S. Trustee appointed Robin Phelan as Chapter 11 trustee for the Debtors. The trustee hired Forshey & Prostok, LLP as counsel; Winstead PC, as special counsel; and Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., each a wholly-owned subsidiary of Stifel Financial Corp., as financial advisor and investment banker. AFRIN TRANSPORT: Gets OK to Use Cash Collateral Until Nov. 13 ------------------------------------------------------------- Afrin Transport, Inc. received interim approval from the U.S. Bankruptcy Court for the Central District of California to use the cash collateral of JPMorgan Chase, N.A. until Nov. 13. The interim order authorized the company to use its secured creditor's cash collateral to pay expenses consistent with its budget, with the ability to increase any budget line item by up to 15%. As protection for secured creditors, the court ordered Afrin Transport to make monthly payments of $3,128 to JPMorgan. Additionally, the company must provide a replacement lien to the bank. The final hearing is scheduled for Nov. 13. About Afrin Transport Afrin Transport, Inc. is a trucking company in Anaheim, Calif., that offers same-day shipping services. It ships freight for a wide variety of businesses throughout Southern California, including warehouse delivery, to and from rail/intermodal delivery and department store delivery. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12497) on October 1, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John-Patrick Fritz serves as Subchapter V trustee. Matthew D. Resnik, Esq., at RHM Law, LLP represents the Debtor as bankruptcy counsel. AGEAGLE AERIAL: Executes 1-for-50 Reverse Stock Split ----------------------------------------------------- As previously announced, on October 3, 2024, the Board of Directors of the Company approved a reverse stock split of the AgEagle Aerial Systems Inc.'s authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1 share of common stock for every 50 shares of common stock. The Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effectuate the Reverse Stock Split. The Reverse Stock Split was effective as of 5:00 p.m. (Eastern Time) on October 14, 2024 and the Company's common stock began trading on the NYSE American on a post-split basis when the market opened on October 15. Pursuant to the laws of the State of Nevada, the Company's state of incorporation, the Company's Board of Directors has the authority to effect a reverse stock split without shareholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced. Split Adjustment; Treatment of Fractional Shares As a result of the Reverse Stock Split, each fifty 50 pre-split shares of common stock outstanding automatically combine into 1 new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock reduced from 39,720,458 shares to approximately 850,409 shares (subject to rounding of fractional shares). No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by 50, will, in lieu of a fractional share, be entitled the 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. NYSE American Compliance The Reverse Stock Split is being effected to ensure that the Company can meet the per share price requirements of the NYSE American, the Company's current listing exchange. Certificated and Non-Certificated Shares The Company's transfer agent, Equiniti Trust Company, is also acting as the exchange agent for the Reverse Stock Split, will send instructions to stockholders of record regarding the Reverse Stock Split. Stockholders who hold their shares in brokerage accounts or "street name" are not required to take action to effect the exchange of their share, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts. All book-entry or other electronic positions representing issued and outstanding shares of the Company's common stock will be automatically adjusted. Those stockholders holding common stock in "street name" will receive instructions from their brokers. Capitalization; Adjustment of Outstanding Securities The Reverse Stock Split did not alter the par value of the Company's common stock or modify any voting rights or other terms of the common stock. In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company's outstanding shares of preferred stock and stock options and warrants to purchase shares of common stock, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plans will be reduced proportionately. After the Reverse Stock Split, the trading symbol for the Company's common stock will continue to be "UAVS." The new CUSIP number for the Company's common stock following the Reverse Stock Split is 00848K 309. About AgEagle AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas, and operates through its wholly-owned subsidiaries, focusing on designing and delivering top-tier drones, sensors, and software to address critical customer needs. Founded in 2010, AgEagle initially pioneered proprietary, professional-grade, fixed-wing drones and aerial imagery-based data collection and analytics solutions for the agriculture sector. Today, the company is recognized as a globally respected market leader, offering customer-centric, advanced, autonomous unmanned aerial systems (UAS) that generate revenue at the intersection of flight hardware, sensors, and software across industries, including agriculture, military/defense, public safety, surveying/mapping, and utilities/engineering. AgEagle has achieved numerous regulatory milestones, including government approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or Operations Over People (OOP) in the United States, Canada, Brazil, and the European Union. It has also received Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense. More information can be found at www.ageagle.com. Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor since 2020, issued a "going concern" qualification in its report dated April 1, 2024, citing recurring losses from operations, cash usage exceeding its current cash position, and an accumulated deficit as factors raising substantial doubt about the company's ability to continue as a going concern. During the year ended December 31, 2023, the company incurred a net loss of approximately $42.4 million. As of June 30, 2024, AgEagle had $22,830,836 in total assets, $14,756,362 in total liabilities, and $8,074,474 in total stockholders' equity. AINOS INC: Inks Third Addendum to Development Agreement With TCNT ----------------------------------------------------------------- Ainos, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 16, 2024, the Company and Taiwan Carbon Nano Technology Corporation entered into the third addendum to the Product Development Agreement to add co-development, exclusive sales rights and patent authorization of certain nitrogen-oxygen separation machine for certain medical applications. Pursuant to the Third Addendum Agreement, TCNT also agreed to change the grant of non-exclusive use of patents to exclusive use of patents to the Company. The fee for the exclusive use of patents, as outlined in the Third Addendum Agreement, is $50,000 per month (plus 5% sales tax) for one year starting from Oct. 16, 2024. The parties may negotiate payment terms and subsequent licensing methods thereafter. On Aug. 1, 2021, Ainos entered into a five-year product development agreement with TCNT, as amended on Jan. 9, 2024 and July 8, 2024, to co-develop pharmaceutical, medical device and other products defined in the agreement. TCNT controls the company via its majority interest in Ainos Inc., a Cayman Islands corporation and its direct ownership in the Company. Ainos KY is a shareholder of the Company and a party to certain previously disclosed Voting Agreements, and controls approximately 62.9% of the voting power of the Company as of Oct. 17, 2024. About Ainos Ainos, Inc. -- https://www.ainos.com/ -- formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics, and telehealth-friendly POCTs powered by the AI Nose technology platform. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ALGORHYTHM HOLDINGS: Reduces Meeting Quorum Requirement ------------------------------------------------------- Algorhythm Holdings, Inc., reported in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 18, 2024, the Company amended its Amended By-laws, for the purpose of reducing the quorum required to hold meetings of the stockholders of the Company. The By-law Amendment reduced the Quorum Requirement from a majority to 33 1/3% of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting. The By-law Amendment was approved by the Board of Directors of the Company on Oct. 18, 2024. About Algorhythm Algorhythm Holdings, Inc. (fka The Singing Machine Company, Inc.) seeks to continue to leverage the strong brand recognition of the Singing Machine for its legacy consumer electronics product portfolio, and SemiCab for its scaling AI logistics business. The Company's expanded business model is centered on making investments in AI driven technology companies focused on solving challenges for some of the largest global industry verticals. "Based on cash flow projections from operating and financing activities and the existing balance of cash, management is of the opinion that the Company has insufficient funds to sustain operations for at least one year after the date of this report, and it may not be able to meet its payment obligations from operations and related commitments, if the Company is not able to obtain outside financing to allow the Company to continue as a going concern. Based on these factors, the Company has substantial doubt that it will continue as a going concern for the twelve months following the issuance date of the financial statements included elsewhere in this report," Singing Machine said in its Quarterly Report for the period ended June 30, 2024. ALGORHYTHM HOLDINGS: Terminates Loan Agreement With Oxford Finance ------------------------------------------------------------------ Algorhythm Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 17, 2024, it terminated the Loan Agreement with Oxford Commercial Finance and the related Revolving Credit Note, dated March 28, 2024. As of the Termination Date, the Company had no loan balance outstanding. As part of the termination of the Loan Agreement and Note, the Company is required to pay an early termination fee of $40,000. About Algorhythm Algorhythm Holdings, Inc. (fka The Singing Machine Company, Inc.) seeks to continue to leverage the strong brand recognition of the Singing Machine for its legacy consumer electronics product portfolio, and SemiCab for its scaling AI logistics business. The Company's expanded business model is centered on making investments in AI driven technology companies focused on solving challenges for some of the largest global industry verticals. "Based on cash flow projections from operating and financing activities and the existing balance of cash, management is of the opinion that the Company has insufficient funds to sustain operations for at least one year after the date of this report, and it may not be able to meet its payment obligations from operations and related commitments, if the Company is not able to obtain outside financing to allow the Company to continue as a going concern. Based on these factors, the Company has substantial doubt that it will continue as a going concern for the twelve months following the issuance date of the financial statements included elsewhere in this report," Singing Machine said in its Quarterly Report for the period ended June 30, 2024. ALLIED CORP: Unit Inks Forward Purchase Deal With CanPoland ----------------------------------------------------------- Allied Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company's wholly owned subsidiary Allied Colombia S.A.S. entered into a Forward Purchase Agreement with CanPoland Spolka Akeyina and Blossom Genetics Lda pursuant to which the Company will sell THC and CBD medical grade cannabis and related products, manufactured by Blossom Genetics Lda, to CanPoland for sale in Poland. A full-text copy of the Forward Purchase Agreement dated September 26, 2024 between CanPoland Spolka Akcyjna, Allied Colombia S.A.S and Blossom Genetics Lda is available at: https://tinyurl.com/y964km5s About Allied Corp Headquartered in Kelowna, BC Canada, Allied Corp. is an international cannabis company with its main production center in Colombia and is one of the few companies that has exported from Colombia internationally and was the first company to export commercial cannabis flower from Colombia. By leveraging the Colombian advantages and its Canadian cannabis cultivation expertise, Allied offers a consistent supply of premium cannabis products at scale and attractive prices, while meeting high-quality standards, thus significantly de-risking its partners' supply chain. Allied Corp said in its Quarterly Report for the period ended June 30, 2024, that "The Company incurred a net loss for the nine months ended May 31, 2024, of $2,593,922, has generated minimal revenue and as at May 31, 2024, has a working capital deficit of $9,083,174. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise sufficient financing to acquire or develop a profitable business. Management intends on financing its operations and future development activities largely from the sale of equity securities with some additional funding from other traditional financing sources, including related party loans until such time that funds provided by future planned operations are sufficient to fund working capital requirements." ALPINE 4: CEO Wilson Issues Letter to Shareholders -------------------------------------------------- On Oct. 22, 2024, Kent B. Wilson, the CEO of Alpine 4 Holdings, Inc., shared the following letter to the shareholders of the Company and the market: Dear Shareholders and Employees, As we stated within last week's 8-K filing, Alpine 4's common stock has been removed from trading on Nasdaq, effective last Friday. Further, you have hopefully seen in our SEC filings, we have worked closely with the Nasdaq Hearings Panel to seek and receive several extensions of the deadlines by which we needed to regain compliance with the Nasdaq listing requirements. We greatly appreciate the Hearings Panel staff and their willingness to listen to our explanations for the reasons for our requests for additional time, and for their willingness to grant as much additional time as they did. Unfortunately, we were unable to complete the filing of our Annual Report for 2023 by the extended deadline of October 15, and as such, the Hearings Panel and Nasdaq determined to remove the Company's common stock from trading on the Nasdaq. Our management and board of directors share your disappointment and frustration, and as you will see below, we have worked and are continuing to work hard to complete the 2023 audit, finalize the 2023 Annual Report, and prepare and finalize the Quarterly Reports for the interim periods. As we continue to work towards regaining compliance, I wanted to provide additional clarity regarding the challenges we have faced and the steps we are taking to move forward. Since our initial delay in Q3 2022, we have encountered significant obstacles, primarily due to the complex auditing requirements involved in managing multiple subsidiaries across different sectors. While we fully understand and acknowledge the importance of the work performed by our independent auditors and outside advisors, various parts of the timeline have been beyond our control. The testing and validation process as well as the need for our auditor's approval and consent have dictated much of this process. The auditing process has been further complicated by differences in opinion between our previous and current auditors over several key accounting and financial reporting items. These differences have necessitated the involvement of third-party consultants to evaluate and determine any potential impact on the financial statements. As a result, timelines have been repeatedly extended, placing us beyond the Nasdaq extension period. When it became clear we would not meet the final deadline, we promptly notified Nasdaq, and the delisting process was initiated. Despite these setbacks, I want to assure you that our management team has been working tirelessly to resolve these audit issues and bring us back into compliance. Additionally, I want to address some of the misinformation that my team has informed me of that is circulating on various social media platforms. Certain individuals have falsely suggested that we are intentionally withholding financials, whether due to unfavorable results or other speculative nefarious reasons. I want to be absolutely clear that this is not the case and that we are not withholding our financial statements for any reason. We have never operated, nor will we ever operate, in such a manner. As I mentioned earlier, the delay in releasing our financial statements is entirely due to the ongoing audit work, and we are waiting for our auditors to complete their reviews and provide the necessary approvals. Once their audits are finalized and consent is granted, we will release the financials and file our 2023 Annual Report without delay. I also encourage all shareholders to refer to our official filings for our latest information. All updates we have been able to provide, given our delinquency status, have been published through the SEC Edgar system. In 2024 alone, we have filed 19 public 8-K updates addressing various business and compliance-related issues. We understand that shareholders are eager for news and updates, especially regarding the performance and strategic direction of our subsidiaries. Unfortunately, the delays in the completion and filing of our public reports has resulted in an inability to raise capital, which has placed a significant financial strain on our businesses, which in turn has limited the number of successes we have been able to share publicly. We are confronting these challenges of capital raising and financial strains head-on, and we appreciate your continued patience as we work through these challenges. While we work through this process, it remains difficult to set a definitive date for our next Shareholders Meeting. As such, we are postponing the previously announced shareholder meeting until further notice. We will provide updates as we gain more clarity on the path forward and finalize our plans. Future Steps and Continuity of Business I also want to assure you that management is actively exploring multiple strategic options for the company. These options include potential formal restructuring initiatives, asset divestitures, mergers, and other corporate actions aimed at stabilizing and revitalizing the company. Our restructuring consultants are currently reviewing these possibilities, and we are in close consultation with our securities counsel to ensure that any decisions align with regulatory requirements. Once we have completed these consultations and developed a concrete plan, we will review the proposals with the public and keep you informed of all significant developments. Thank you again for your continued support and understanding during this difficult time. Sincerely, Kent B. Wilson, CEO About Alpine 4 Alpine 4 Holdings, Inc. (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of Drivers, Stabilizers, and Facilitators. The Company's focus is on how the adaptation of new technologies, even in brick-and-mortar businesses, can drive innovation. The Company also believes that its holdings should benefit synergistically from each other and that the ability to have collaboration across varying industries can spawn new ideas and create fertile ground for competitive advantages. "[T]he Company has negative working capital and has continued to experience operating losses, which causes doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern," according to the Company's Quarterly Report for the three months ended Sept. 30, 2023. The Company has not yet filed its Annual Report on Form 10-K for the year ended Dec. 31, 2023, and Quarterly Reports for the quarters ended March 31, 2024 and June 30, 2024. ALPINE 4: Common Stock Delisted From Nasdaq ------------------------------------------- Alpine 4 Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 16, 2024, it received a notification letter from The Nasdaq Stock Market LLC notifying the Company that the hearings panel had determined to delist the Company's shares from The Nasdaq Capital Market effective as of Oct. 18, 2024, due to the Company's failure to comply with the decision and extensions granted by the Nasdaq Hearing Panel. As previously disclosed, the Company had participated in a Hearing with the Panel on July 2, 2024, in relation to its delinquent public reports, namely the Annual Report on Form 10-K for the year ended Dec. 31, 2023, and the Quarterly Report on Form 10-Q for the period ended March 31, 2024. At the Hearing, the Company informed the Panel that the Company likely would be delinquent in filing the Q2 Quarterly Report and had provided the Panel with the Company's plan for completing the filing of the Q2 Quarterly Report. As also previously reported, on July 25, 2024, the Company received written notification from the Nasdaq Hearings Panel notifying the Company of its decision to grant the Company's request to continue its listing on Nasdaq subject to the Company's meeting certain conditions outlined in the Extension Letter, which included the filing of the Q2 Quarterly Report within the time proposed by the Company to the Panel. The Company subsequently sought and received additional extensions to file the 10-K and the 10-Qs. The Oct. 16, 2024, Letter stated that the Hearing Panel has determined to delist the Company's shares from trading on the Nasdaq due to the Company's failure to comply with the terms of the Panel's decision in this matter dated July 25, 2024, as detailed above. The Company has 15 days after the date of the Nasdaq Delisting Notice to request that the Panel review the decision, or the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review the Panel's decision within 45 calendar days after the Nasdaq Delisting Notice. In connection with the Nasdaq Delisting Notice, Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Commission after the applicable Nasdaq review and appeal periods have lapsed. The delisting of the Company's shares was driven by several contributing factors, primarily delinquency in the Company's public filings with the SEC, beginning with the Quarterly Report on Form 10-Q for the period ended Sept. 30, 2023 (which has since been filed), as well as the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2023, and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2024, which delays were primarily due to the difficulties in the completion of its 2023 audit, as well as continuous trading below $1 per share for 30 consecutive business days. The Company determined not to appeal Nasdaq's delisting determination. Management anticipates that the Company's shares will continue to trade on an over-the-counter (OTC) market, specifically OTC Markets' "Expert Market" tier. The Expert Market only provides for unsolicited customer orders, and quotations in Expert Market securities are restricted from public viewing and are only available to certain eligible investors. Kent Wilson, chief executive officer of the Company, explained: "Being out of the capital markets for nearly two years has significantly impacted both the financial health and human capital of the Company. Access to capital was a key reason Alpine 4 went public, and this situation has been further complicated by our reliance on external parties beyond our control. Despite this, it is deeply disappointing, as both Management and the Company have invested considerable effort, worked with specialists and advisors, and spent millions of dollars over the past two years to complete our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Despite these challenges, we remain committed to resolving the outstanding issues. I would like to thank the Nasdaq Hearing Panel for their efforts in working with us through these challenges." The Company expects that once it has become current with its SEC filings, its Class A common stock will become eligible for quotation on a higher tier of the OTC Markets, and detailed information, including public quotes, will become available on the OTC Markets website. About Alpine 4 Alpine 4 Holdings, Inc. (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of Drivers, Stabilizers, and Facilitators. The Company's focus is on how the adaptation of new technologies, even in brick-and-mortar businesses, can drive innovation. The Company also believes that its holdings should benefit synergistically from each other and that the ability to have collaboration across varying industries can spawn new ideas and create fertile ground for competitive advantages. "[T]he Company has negative working capital and has continued to experience operating losses, which causes doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern," according to the Company's Quarterly Report for the three months ended Sept. 30, 2023. The Company has not yet filed its Annual Report on Form 10-K for the year ended Dec. 31, 2023, and Quarterly Reports for the quarters ended March 31, 2024 and June 30, 2024. AMERICAN QUALITY: Jerome Kerkman Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 11 appointed Jerome Kerkman of Kerkman & Dunn as Subchapter V trustee for American Quality Industries Inc. Mr. Kerkman will be paid an hourly fee of $525 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kerkman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerome R. Kerkman Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202 Phone: 414.277.8200 Email: jkerkman@kerkmandunn.com About American Quality Industries American Quality Industries Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-81382) on October 3, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Thomas M. Lynch presides over the case. AMERICAN TIRE: Oct. 30 Deadline Set for Panel Questionnaires ------------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of American Tire Distributors, 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/5yppfaeu and return by email it to Richard Schepacarter -- Richard.Schepacarter@usdoj.gov -- at the office of the united states trustee so that it is received no later than 4:00 p.m., Eastern Time, on October 30, 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 American Tire Distributors American Tire Distributors is one of the largest independent suppliers of tires to the replacement tire market. It operates more than 115 distribution centers serving approximately 80,000 customers across the U.S. The company offers an unsurpassed breadth and depth of inventory, frequent delivery, and value-added services to tire and automotive service customers. American Tire Distributors employs approximately 4,500 associates across its distribution center network. In 2024, the company has been recognized as: an Environment+Energy Leader Award recipient; a Stevie(R) Award for Sales & Customer Service recipient; and a multi-award recipient of The American Business Awards(R), including a Gold Stevie(R) Award recipient in the Company of the Year - Automotive & Transport Equipment – Large category and a Silver Stevie(R) Award recipient in the Artificial Intelligence/Machine Learning Solution category. AMERICAN TIRE: S&P Downgrades ICR to 'D' on Chapter 11 Filing ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'D' from 'CCC+' on American Tire Distributors Inc. (ATD). S&P also lowered its issue-level rating on its senior secured first-lien term loan to 'D' from 'CCC+'. Subsequent to the downgrade, S&P expects to withdraw all of its ratings on ATD. ATD filed for Chapter 11 bankruptcy protection on Oct. 22, 2024. The downgrade reflects ATD's Chapter 11 bankruptcy filing. Several quarters of poor operating performance were affected by persistently weak margins, volatile cash flow, and tightening liquidity. S&P attributes the decline to a combination of the shift into lower-margin accounts and channels, consumers trading down to lower-tier products, and more intense competition with tire makers attempting to sell directly to ATD's traditional customer base. As part of the filing, ATD entered into a restructuring support agreement with lenders that outlines plans to reduce the company's debt load and equitize some of the $1.9 billion of debt obligations at emergence from bankruptcy. ATD secured debtor-in-possession financing consisting of asset-based lending and term loan credit facilities to support ongoing operations and liquidity as it works through bankruptcy proceedings. Based on the restructuring support agreement, S&P expects ATD to emerge from court-supervised bankruptcy 80 days from the filing date. S&P expects to withdraw its ratings on ATD within the next 30 days. ATD distributes replacement tires and related products in North America, reaching most key markets in the U.S. It operates more than 120 distribution centers and serves about 80,000 customers. Most of its customers are independent tire dealers, the largest channel for replacement tire sales. ATD provides passenger vehicle and light truck tires from major brands such as Michelin, Nitto/Toyo, Cooper, Nexen, Continental, Falken, Hankook, Carlisle, Pirelli, Yokoyama, and Kumho. The company serves a mix of local, regional, and national customers, including independent retailers, merchandisers, warehouse clubs, manufacturers' stores, automotive dealerships, and web-based marketers across the U.S. and Canada with same- or next-day service. In addition, ATD offers private-label brands Hercules and Ironman that cater to more value-conscious consumers. AMERICAN TRAILER: Moody's Alters Outlook on 'B3' CFR to Negative ---------------------------------------------------------------- Moody's Ratings affirmed the ratings of American Trailer World Corp. (ATW), including its B3 corporate family rating, B3-PD probability of default rating and B3 senior secured first lien term loan B due 2028. The outlook has been changed to negative from stable. The negative outlook reflects Moody's expectation that ATW's operating performance will remain pressured by soft demand for its industrial and consumer trailers. As a result, Moody's expect debt/EBITDA will remain high at above 8x over the next few quarters, significantly limiting the company's financial flexibility. The rating affirmation reflects Moody's view that ATW will maintain adequate liquidity to help support the company as it navigates a difficult demand environment. Moody's expect the company to generate positive free cash flow in 2024 and 2025 as it efficiently manages working capital. In addition, the company has no significant near term debt maturities and no required debt amortization following significant debt prepayment in prior years. RATINGS RATIONALE ATW's ratings reflect the company's exposure to cyclical end markets and very high financial leverage, partly a reflection of a shareholder friendly distribution policy historically. ATW maintains a leading position as a manufacturer of professional and consumer grade trailers across a wide variety of end markets including industrial, agriculture and construction. Trailer demand has been volatile over the last few years with weakness persisting since 2022 following a surge in new trailer purchases immediately following the pandemic. Moody's expect revenue to be down at least 8% in 2024 due to lower volumes and moderate price discounting. Moody's expect revenue growth in 2025 to only be moderate. However, Moody's believe replacement needs for trailers purchased in the surge of sales immediately following the pandemic could benefit demand beyond 2025. Moody's expect ATW's EBITA margin to contract to about 7% in 2024 compared to above 9% in 2023 because of lower volumes and price discounting. Moody's believe ATW will pursue various cost saving initiatives to adjust to lower manufacturing levels. As such, Moody's expect EBITA margin to recover to at least 8% in 2025 as the company benefits from improved operating leverage and commodity price deflation. Liquidity is expected to remain adequate over the next 12 months. ATW's liquidity is primarily supported by its ample cash position and availability under its $250 million asset-based lending facility (ABL) expiring in 2027. Moody's expect ATW to generate meaningful free cash flow in the back half of 2024 as it destocks its elevated inventory position. As a result, free cash flow for 2024 should be modestly positive, and Moody's expect a similar level of free cash flow in 2025. Given expected cash levels, Moody's do not anticipate a need for ATW to borrow under its ABL over the next 12 months. However, Moody's expect availability to remain somewhat below the $250 million committed level. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if ATW exhibits significant and consistent organic growth in revenue and earnings. An EBITA margin sustained above 10%, debt/EBITDA below 5.5x and EBITA/interest expense above 2x could also support a rating upgrade. Lastly, maintenance of good liquidity with free cash flow to debt above 5% could result in an upgrade. The ratings could be downgraded if EBITA erodes and liquidity weakens resulting in reliance on the asset-based lending facility. EBITA/interest expense below 1.5x or an inability to sustain debt/EBITDA below 6.5x could also result in a downgrade. The principal methodology used in these ratings was Manufacturing published in September 2021. American Trailer World Corp., based in Addison, Texas, is a manufacturer of professional grade and consumer grade utility trailers and spare parts in North America. Revenue was approximately $1.2 billion for the twelve months ended June 30, 2024. The company is majority-owned by funds affiliated with Bain Capital. AMTECH SYSTEMS: Royce & Associates Owns 12.03% Stake as of Sept. 30 ------------------------------------------------------------------- Royce & Associates, LP disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it beneficially owned 1,711,172 shares of Amtech Systems, Inc.'s common stock, representing 12.03% of the shares outstanding. A full-text copy of Royce & Associates' SEC Report is available at: https://tinyurl.com/ydahd6wd About Amtech Systems Inc. Tempe, Ariz.-based Amtech Systems, Inc. is a global manufacturer of capital equipment, including thermal processing, wafer polishing and cleaning, and related consumables used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon power devices, analog and discrete devices, electronic assemblies, and light-emitting diodes (LEDs). It sells these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America, and Europe. As of June 30, 2024, Amtech Systems had $127.1 million in total assets, $45.3 million in total liabilities, and $81.7 million in total shareholders' equity. As of September 30, 2023, the Company was not in compliance with the Debt to EBITDA and Fixed Charge Coverage Ratio financial covenants under its Loan and Security Agreement with UMB Bank, N.A. dated January 17, 2023. On December 5, 2023, the Company entered into a Forbearance & Modification Agreement with the lender, pursuant to which the lender agreed to forbear from exercising its rights and remedies available as a result of such default. The Company will be operating under the terms of the Forbearance Agreement through January 17, 2025. APL CARGO: Plan Exclusivity Period Extended to Nov. 29 ------------------------------------------------------ Judge Robert E. Grant of the U.S. Bankruptcy Court for the Northern District of Indiana extended APL Cargo, Inc., and affiliates' exclusive period to file a chapter 11 plan of reorganization to November 29, 2024. As shared by Troubled Company Reporter, the Debtors submit that cause exists to extend the exclusivity period in this case based on, among other things, Debtors ongoing and continuing efforts to reach consensual plan terms with their secured creditors. Specifically, the Debtors have been working with their secured creditors on adequate protection agreements, some of which include agreements on plan terms for such creditors, but require additional time to continue working with their secured creditors to reach as many agreements on plan terms as possible before formulating a plan of reorganization that can be put before all of their creditors and filed with the Court. Counsel for the Debtors: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: (317) 777-7439 Email: woverturf@kgrlaw.com About APL Cargo Inc. APL Cargo Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-40136) on May 13, 2024. In the petition signed by Stefan Trifan, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert E. Grant oversees the case. Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, represents the Debtor as legal counsel. AQUARIAN INSURANCE: Fitch Rates Proposed Unsec. Notes 'BB(EXP)' --------------------------------------------------------------- Fitch Ratings has assigned a rating of 'BB(EXP)' to Aquarian Insurance Holdings, LLC's proposed issuance of senior unsecured notes. Additionally, Fitch has published a 'BB+' Long-Term Issuer Default Rating (LT IDR) for Aquarian with a Stable Outlook. The ratings previously assigned to Aquarian's insurance operating subsidiary, Investors Heritage Life Insurance Company (IHLIC), are unaffected by today's rating action. Key Rating Drivers Aquarian's LT IDR reflects a standard two-notch deduction for a Ring-Fenced regulatory environment, based on Fitch's blended view of the insurance operating companies' credit quality. Fitch has assigned the proposed senior unsecured notes an expected rating one notch below Aquarian's LT IDR, which reflects Fitch's below average baseline recovery assumption. Additional guarantors for the new notes include APH Somerset Investor 2 LLC, APH2 Somerset Investor 2 LLC, and APH3 Somerset Investor 2 LLC. Together the group's business includes both primary insurance and reinsurance operations through subsidiaries in the U.S. and Bermuda. Aquarian intends to utilize the proceeds of the proposed issuance to pay down existing senior secured debt and in support of its primary operating subsidiaries in Bermuda and the U.S. Fitch does not expect the proposed notes to cause Aquarian to breach any rating sensitivities. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Cash interest coverage below 3x; - Consolidated Financial leverage above 40%; - Deterioration in Fitch's view of Aquarian's core operating entities' credit quality. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - GAAP based fixed-charge coverage above 4x; - Improvement in Fitch's view of Aquarian's core operating entities' credit quality. 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 ----------- ------ Aquarian Insurance Holdings LLC LT IDR BB+ Publish senior unsecured LT BB(EXP) Expected Rating ARMY RETIREMENT: S&P Affirms 'BB+' LT Rating on Revenue Bonds ------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' long-term rating on Bexar County Health Facilities Development Corp., Texas' series 2016 and 2018 revenue bonds, and on New Hope Cultural Education Finance Corp.'s series 2022 revenue bonds, issued for Army Retirement Residence Foundation (doing business as the Army Residence Community, or ARC). The outlook revision reflects our view of ARC's improved adjusted maximum annual debt service (MADS) due to higher occupancy trends, with increasing earned entrance fees as well as completion of recent capital spending. We expect stronger cash flow growth and stable unrestricted reserves will continue over the outlook period. "The rating reflects our view of ARC's overall financial profile, characterized by fiscal 2024 results outperforming budgeted expectations following recent years of annual operating losses that were larger than we anticipated," said S&P Global Ratings credit analyst David Mares. The trend of rising net entrance fees and deposits stemming from a strategic and demand-based pricing re-alignment of both entrance and monthly fees follows the completion of ARC's campus redevelopment plan and supports better adjusted MADS coverage, which we now view as in line with the rating. Given these initiatives, we expect ongoing improvement in MADS coverage. Unrestricted reserves have not increased commensurate to the expense base, leading to a drop in days' cash on hand (DCOH) in fiscal 2024 from the previous year, but they remain what we consider healthy. At the same time, we view unrestricted reserves to debt as considerably light. We expect the balance sheet will remain stable, as management reports no new debt plans or plans to draw down unrestricted reserves. "The stable outlook reflects our expectation that ARC will continue its trend of operational improvement and hold its current levels of unrestricted reserves. The outlook additionally reflects our view of management's ability to execute its strategies, including those for increasing occupancy and demand. "We would consider a negative outlook or a lower rating should operating performance worsen, resulting in a drop in MADS coverage, or should balance-sheet metrics fall. A negative rating action is also possible should occupancy rates decrease unexpectedly for an extended period. Given high adjusted leverage and weak debt-related metrics, any unexpected new debt could negatively pressure the rating. "We believe a higher rating is unlikely at this point, given the elevated debt burden and limited revenue base." ASHFORD HOSPITALITY: OKs 1-for-10 Reverse Split ----------------------------------------------- Ashford Hospitality Trust, Inc. that its Board of Directors unanimously approved a reverse split of the Company's common stock at a ratio of 1-for-10. As of the effective date of the reverse split, each share of the Company's issued and outstanding common stock and equivalents will be converted into 1/10th of a share of the Company's common stock. The reverse stock split became effective as of the close of business on October 25, 2024 and the common stock is anticipated to commence trading on the New York Stock Exchange on October 28, 2024 on the split-adjusted basis. The foregoing actions have been duly approved by the Company's Board of Directors pursuant to the Maryland General Corporation Law and no stockholder approval is required. As a result of the reverse stock split, the number of outstanding shares of common stock will be reduced from approximately 54.6 million shares to approximately 5.5 million shares. The Company will not issue fractional shares. Instead, any fractional shares resulting from the reverse stock split will be rounded down to the nearest full share, sold in the open market and the proceeds from such sales will be distributed to the applicable stockholder in cash. In addition, the common stock will trade under a new CUSIP number. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of shares of the Company's common stock, except for minor changes resulting from the payment of cash for fractional shares. Ashford Trust's stockholders should contact their broker or Ashford Trust's transfer agent, Computershare, at (800) 546-5141, for any necessary assistance relating to the reverse stock split. The purpose of the reverse stock split is to raise the per share trading price of the Company's common stock to regain compliance with the minimum $1.00 continued listing requirement for the listing of its common stock on the NYSE. The Company also intends to effect a reverse split of the partnership units of Ashford Hospitality Limited Partnership the Company's operating partnership, at a ratio of 1-for-10, effective October 25, 2024. As a result of such reverse split, the number of outstanding partnership units of Ashford Trust OP will be reduced from approximately 2.1 million units to approximately 0.2 million units. About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. Ashford Hospitality Trust reported a net loss of $180.73 million for the year ended Dec. 31, 2023, compared to a net loss of $141.06 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $3.46 billion in total assets, $3.69 billion in total liabilities, $22.01 million in redeemable noncontrolling interests in operating partnership, $79.98 million in Series J Redeemable Preferred Stock, $0.01 par value (3,475,318 shares issued and outstanding at December 31, 2023), $4.78 million in Series K Redeemable Preferred Stock, $0.01 par value (194,193 shares issued and outstanding at December 31, 2023), and $331.04 million in total deficit. * * * Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans had been transferred to a court-appointed receiver. On March 6, 2024, the Company sold the Residence Inn Salt Lake City in Salt Lake City, Utah, for $19.2 million in cash. As reported by the TCR on April 22, the Company closed on the sale of the 390-room Hilton Boston Back Bay in Boston, Massachusetts, for $171 million. On April 29, it closed on the sale of the 85-room Hampton Inn in Lawrenceville, Georgia, for $8.1 million. On May 27, Ashford closed a $267 million refinancing of the mortgage loan for the 673-room Renaissance Hotel in Nashville, Tennessee, which had a final maturity date of March 2026. On June 14, the Company closed on the sale of the 90-room Courtyard located in Manchester, Connecticut, for $8 million. ASMC LLC: Gets Interim OK to Use Cash Collateral Until Nov. 22 -------------------------------------------------------------- ASMC, LLC received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois to use its secured creditors' cash collateral. The interim order approved the use of cash collateral from Oct. 18 to Nov. 22 to cover necessary expenditures consistent with the company's budget, plus up to 10% for expense payments. The court's order granted secured creditors replacement liens on the collateral but only to the extent of their pre-bankruptcy liens, with any valid liens attaching to the collateral. The next hearing is scheduled for Nov. 20. Objections are due by Nov. 15. About ASMC LLC ASMC, LLC is a fastener distributor headquartered in Libertyville, Ill. It sells anchors, bolts & screws, nuts, washers, pins and clips, and bearings. ASMC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-14067) with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Anthony J. King as managing member. Judge David D. Cleary oversees the case. The Debtor is represented by: Scott R Clar Crane, Simon, Clar & Goodman 135 South LaSalle Street, Suite 3950 Chicago, IL 60603-4297 Tel: 312-641-6777 Fax: 312-641-7114 Email: sclar@cranesimon.com ATARA BIOTHERAPEUTICS: Appoints Eric Hyllengren as COO ------------------------------------------------------ Atara Biotherapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on October 14, 2024, the Board of Directors of the Company appointed Eric Hyllengren to serve as the Company's Chief Operating Officer, in addition to his role as the Company's Chief Financial Officer. Mr. Hyllengren, age 49, has served as the Company's Chief Financial Officer since April 2023. Mr. Hyllengren joined the Company in August 2018 as Vice President, Finance and assumed the role of Head of Investor Relations in April 2020. Prior to joining the Company, he spent 15 years at Amgen Inc. in several finance roles with increasing responsibilities, including corporate finance and investor relations. Mr. Hyllengren holds a B.B.A. in finance and Russian from the University of Notre Dame and an M.B.A. in finance from the Kellogg School of Management at Northwestern University. In connection with Mr. Hyllengren's promotion to Chief Operating Officer, his base salary was increased to $520,000 per year. There are no arrangements or understandings between Mr. Hyllengren any other persons pursuant to which Mr. Hyllengren was promoted to Chief Operating Officer. There are no family relationships between Mr. Hyllengren and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Hyllengren and the Company. About Atara Biotherapeutics Headquartered in Thousand Oaks, California, Atara Biotherapeutics, Inc. -- atarabio.com -- is harnessing the natural power of the immune system to develop off-the-shelf cell therapies for difficult-to-treat cancers and autoimmune conditions that can be rapidly delivered to patients from inventory. With cutting-edge science and a differentiated approach, Atara is the first company in the world to receive regulatory approval of an allogeneic T-cell immunotherapy. The company's advanced and versatile T-cell platform does not require T-cell receptor or HLA gene editing and forms the basis of a diverse portfolio of investigational therapies targeting EBV, the root cause of certain diseases. This includes next-generation AlloCAR-Ts designed for best-in-class opportunities across a broad range of hematological malignancies and B-cell driven autoimmune diseases. San Francisco, Calif.-based Deloitte & Touche LLP, the company's auditor since 2013, issued a "going concern" qualification in its report dated March 28, 2024, citing that the company's recurring losses from operations raise substantial doubt about its ability to continue as a going concern. Atara Biotherapeutics reported net losses of $276.1 million and $228.3 million for the years ended December 31, 2023, and 2022, respectively. As of March 31, 2024, the company had $165.27 million in total assets, $263.58 million in total liabilities, and a total stockholders' deficit of $98.31 million. AURA SYSTEMS: Incurs $6.39 Million Net Loss in Second Quarter ------------------------------------------------------------- Aura Systems, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $6.39 million on $3,000 of net revenue for the three months ended Aug. 31, 2024, compared to a net loss of $1.12 million on $0 of net revenue for the three months ended Aug. 31, 2023. For the six months ended Aug. 31, 2024, the Company reported a net loss of $21.65 million on $50,000 of net revenue, compared to a net loss of $2.26 million on $10,000 of net revenue for the same period during the prior year. As of Aug. 31, 2024, the Company had $1.50 million in total assets, $41.27 million in total liabilities, and a total shareholders' deficit of $39.77 million. During the six-month period ended Aug. 31, 2024, the Company recognized a net loss from operations and used cash in operating activities of $1,619,000. As of Aug. 31, 2024, the Company also has a shareholder deficit of $39,770,000 and notes payable totaling $5,315,000 are also past due. The Company said these factors raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. "In the event if the Company is unable to generate profits and is unable to obtain financing for its working capital requirements, it may have to curtail its business further or cease business altogether. Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000826253/000121390024089379/ea0218074-10q_aura.htm About Aura Systems Aura Systems Inc. is a Delaware corporation founded in 1987. The Company innovated and commercialized the technology for Axial Flux Induction electric motors and generators. The Company's power generation solution based on axial flux induction is known as the AuraGen for commercial and industrial applications and the VIPER for military applications. Los Angeles, California-based Weinberg & Company, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated June 4, 2024, citing that during the year ended Feb. 29, 2024, the Company incurred a net loss of $4.2 million, used cash in operations of $3 million, and at Feb. 29, 2024, had a stockholders' deficit of $21.5 million. In addition, at Feb. 29, 2024, notes payable and related accrued interest with an aggregate balance of $6.7 million have reached maturity and are past due. These matters raise substantial doubt about the Company's ability to continue as a going concern. AVON PRODUCTS: Surrey Leasing, et al., Chapter 11 Case Summary -------------------------------------------------------------- Sixteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Surrey Leasing, Ltd. 24-12415 4 International Drive, Suite 100 Rye Brook New York 10573 Avon Americas, Ltd. 24-12416 Avon Component Manufacturing, Inc. 24-12417 Avon Cosmetics DE, Inc. 24-12418 Avon Holdings LLC 24-12419 Avon-Lomalinda, Inc. 24-12420 Avon NA Holdings LLC 24-12421 Avon Overseas Capital Corporation 24-12422 Avon Pacific, Inc. 24-12423 Avon (Windsor) Limited 24-12424 California Perfume Company, Inc. 24-12425 Manila Manufacturing Company 24-12426 Retirement Inns of America, Inc. 24-12427 Silpada Designs LLC 24-12428 Surrey Products, Inc. 24-12429 Viva Panama Holdings LLC 24-12430 A motion was filed with the Court requesting that the Chapter 11 cases of each entity listed above be consolidated for procedural purposes only and jointly administered, pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, together with the Initial Debtors under the jointly administered chapter 11 case of In re AIO US, Inc., et al., Case Number 24-11836 (CTG). Business Description: The Debtors, together with their debtor and non-debtor affiliates, are a leading manufacturer and marketer of beauty, fashion, and home products with operations and customers across the globe. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Craig T Goldblatt Debtors' Local Counsel: Zachary I. Shapiro, Esq. Mark D. Collins, Esq. Michael J. Merchant, Esq. David T. Queroli, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Email: shapiro@rlf.com collins@rlf.com merchant@rlf.com queroli@rlf.com Debtors' Attorneys: Ronit J. Berkovich, Esq. Matthew P. Goren, Esq. Alejandro Bascoy, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Email: ronit.berkovich@weil.com matthew.goren@weil.com alejandro.bascoy@weil.com Debtors' Restructuring Advisor: ANKURA CONSULTING GROUP, LLC 485 Lexington Avenue 10th Floor New York, NY 10017 Debtors' Investment Banker and Financial Advisor: ROTHSCHILD & CO US INC. 1251 Avenue of the Americas New York, NY 10020 Debtors' Claims, Noticing & Solicitation Agent: EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue 12th Floor New York, NY 10017 Estimated Assets (on a consolidated basis): $0 to $50,000 Estimated Liabilities (on a consolidated basis: $0 to $50,000 The petitions were signed by Philip J. Gund as chief restructuring officer. Full-text copies of some of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E5WWC6Y/Surrey_Leasing_Ltd__debke-24-12415__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EYJQBBQ/Avon_Americas_Ltd__debke-24-12416__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XMYSU7Y/Avon_Component_Manufacturing_Inc__debke-24-12417__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XJ2ADPA/Avon_Cosmetics_DE_Inc__debke-24-12418__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XXGNFBY/Avon_Holdings_LLC__debke-24-12419__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/UA4ERTA/Silpada_Designs_LLC__debke-24-12428__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/44BM4WI/Viva_Panama_Holdings_LLC__debke-24-12430__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/UMQEWEQ/Surrey_Products_Inc__debke-24-12429__0001.0.pdf?mcid=tGE4TAMA AZTEC FUND: Seeks to Hire CBRE Inc. as Real Estate Broker --------------------------------------------------------- The Aztec Fund Holding, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ CBRE, Inc. as real estate broker. The firm will market and sell that certain real property, including land and improvements thereto, at 5775 DTC Boulevard, Greenwood Village, Colorado 80111. CBRE would earn a commission in the amount of 5 percent of the gross sales proceeds for the property. As disclosed in the court filings, CBRE is "disinterested" as defined by the Bankruptcy Code, as CBRE does not represent or hold any interest adverse to the Debtors or their estates with respect to the marketing and sale of the property. The firm can be reached through: Jessica Ostermick CBRE, Inc. 1225 17th Street, Suite 3200 Denver, CO 80202 Telephone: (303) 628-1700 Facsimile: (303) 625-1751 Email: jessica.ostermick@cbre.com About The Aztec Fund Holding, Inc. The Aztec Fund Holding Inc. invests in office buildings in the United States and thus create real estate portfolios that generate regular cash flows and sustainable value over time. The Aztec Fund Holding Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90436) on August 5, 2024. In the petition filed by Charles Haddad, as president, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The Honorable Bankruptcy Judge Christopher M. Lopez oversees the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C., as counsel; and Getzler Henrich & Associates LLC as financial advisor. Hilco Real Estate Appraisals, LLC is the real estate appraiser. Stretto, Inc., is the claims agent. B & J PROPERTY: To Sell Ocala, Fla. Property via Online Auction --------------------------------------------------------------- B & J Property Management of Ocala, LLC will ask approval from the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to sell its Property located at 1813 SW 1ST Avenue, Ocala, FL 34471-8167, free and clear of liens and any interests. The Property will be sold in an online auction conducted by Tranzon Driggers and the sale will be posted on their website at Tranzon.com/DG. All bidders must register online and accept the terms, conditions and instructions found online at auction site as a condition precedent to becoming a qualified bidder. The Property has been assigned Parcel Number 28578-001201 and a copy of the deed to the property is recorded in the Public Records of Marion County, Florida in Official Records Book 7404 at page 1434. The Debtor has engaged SoldNow, LLC, which does business as Tranzon Driggers, and proposed that the Auction will take place simultaneously with the auction of the personal property owned by a related entity known as B & J Express Care Services, LLC. The Debtor determined that the sale of the Property to be auctioned is in the best interest of the Debtor and all creditors, and the Auction and the proposed bid procedures will ensure that the price is fair and reasonable. Ameris Bank holds a first priority mortgage lien on the Real Property. About B & J Property Management of Ocala B & J Property Management of Ocala LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). B & J Property is the sole owner of real property located at 1834 SW 1st Avenue, Suite 201, Ocala, Fla., valued at $821,896. B & J Property sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01976) on July 11, 2024, with total assets of $821,896 and total liabilities of $1,505,000. Gordon Johnson, manager, signed the petition. Judge Jacob A. Brown oversees the case. The Debtor is represented by Richard A. Perry, Esq., at Richard A. Perry P.A. BEACH HOUSE: Files for Chapter 11 Bankruptcy in Maine ----------------------------------------------------- Beach House LLC filed Chapter 11 protection in the District of Maine. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 21, 2024 at 10:00 a.m. in Room Telephonically. About Beach House LLC Beach House LLC is part of the traveler accommodation industry. Beach House LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Maine Case No. 24-20211) on October 17, 2024. In the petition filed by Taylor Perkins, as manager, the Debtor reports estimated assets between $10 million and $50 milion and estimated liabilities between $1 million and $10 million. Bankruptcy Judge Michael A. Fagone handles the case. The Debtor is represented by: David C. Johnson, Esq. MARCUS CLEGG 16 Middle Street Unit 501A Portland, ME 04101 Tel: (207) 828-8000 Email: bankruptcy@marcusclegg.com BELT ENTERTAINMENT: Case Summary & 19 Unsecured Creditors --------------------------------------------------------- Debtor: Belt Entertainment, LLC 210 N. Belt Highway Saint Joseph, MO 64506 Business Description: The Debtor is an entertainment venue that offers a bowling alley, a laser tag arena, and an outdoor sand volleyball. Chapter 11 Petition Date: October 24, 2024 Court: United States Bankruptcy Court Western District of Missouri Case No.: 24-50306 Judge: Hon. Cynthia A Norton Debtor's Counsel: Arlene W. Krigel, Esq. KRIGEL, NUGENT + MOORE, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: 816-756-5800 Fax: 816-756-1999 Total Assets: $1,471,074 Total Liabilities: $5,883,717 The petition was signed by Michael White as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J5OM2TI/Belt_Entertainment_LLC__mowbke-24-50306__0001.0.pdf?mcid=tGE4TAMA BIG LOTS: Gets Clearance to Get Final $10 Million DIP to Fund Sale ------------------------------------------------------------------ Clara Geoghegan of Law360 reports that discount retailer Big Lots Inc. received approval from a Delaware bankruptcy judge on Monday, October 21, 2024, to access the remaining $10 million of its debtor-in-possession (DIP) loan. The approval came after Big Lots reached a last-minute agreement to address objections raised by a group of landlords opposing the final approval of the DIP financing. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value. The Company is dedicated to being the big difference for a better life by delivering bargains to brag about on everything for the home, including furniture, decor, pantry and more. It fulfills its mission to help customers "Live BIG and Save LOTS" with sourcing strategies to grow extreme bargains through closeouts, liquidations, overstocks, private labels, and value-engineered products. The Big Lots Foundation, together with the Company's customers, associates, and vendors, has delivered more than $176 million of philanthropic support to critical needs in hunger, housing, healthcare, and education. On the Web: http://biglots.com/ On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC, is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus. BLUESUMMIT MEDICAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- BlueSummit Medical Group LLC (Lead Case) 24-61191 d/b/a BlueSummit Medical Group 14805 Forest Road Suite 205 Forest, VA 24551 Oasis HH Operations, LLC 24-61192 d/b/a BlueSummit NOVA d/b/a Oasis Home Healthcare, Inc. 44121 Harry Byrd Hwy, Suite 180 Ashburn, VA Ashburn, VA 20147 Shenandoah Valley Home Health, Inc. 24-61193 19 Myers Corner Drive Suite A05 Staunton, VA 24401 Seven Hills Home Health, Inc. 24-61194 14805 Forest Road Suite 205 Forest, VA 24551 Seven Hills Hospice, LLC 24-61195 Reliable Home Health Care, LLC 24-61196 ProCare TN Operations, LLC 24-61197 Ashland Development Company, Inc. 24-61198 Business Description: BlueSummit Medical Group is a regional home- based healthcare company. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court Western District of Virginia Judge: TBA Debtors' Counsel: Brittany B. Falabella, Esq. HIRSCHLER FLEISCHER, P.C. 2100 East Cary Street Richmond, VA 23223 Tel: 804-771-9500 Email: bfalabella@hirschlerlaw.com Lead Debtor's Estimated Assets: $1 million to $10 million Lead Debtor's Estimated Liabilities: $1 million to $10 million The petitions were signed by Timothy Bradbury as owner. Full-text copies of four of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6CVSH6A/BlueSummit_Medical_Group_LLC__vawbke-24-61191__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5EJPQCA/Oasis_HH_Operations_LLC__vawbke-24-61192__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CQXKTOY/Shenandoah_Valley_Home_Health__vawbke-24-61193__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/GKAXG4Q/Seven_Hills_Home_Health_Inc__vawbke-24-61194__0001.0.pdf?mcid=tGE4TAMA List of BlueSummit Medical Group's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Monica Gregory Seller Note $440,000 125 S. Augusta St., Ste. 300 P.O. Box 235 Staunton, VA 24402 Email: james@vgwplc.com 2. Ugo Solomon Seller Note $440,000 125 S. Augusta St., Ste. 300 P.O. Box 235 Staunton, VA 24402 Email: james@vagwplc.com 3. MNY Capital LLC MCA Loan $351,562 244 Madison Ave. Suite 1035 New York, NY 10016 4. Kalamata Capital Group Loan $340,153 7200 Wisconsin Ave. #500 Bethesda, MD 20814 Steven Berkovitch, Esq. Berkovitch & Bouskila PLLC Email: legal@bblawpllc.com 5. Dynasty Capital 26 LLC MCA Loan $250,000 dba Dynasty Capital 700 Canal St., 1st Floor Stamford, CT 06902 6. Sheikuna Omar Seller Note $250,000 5635 Sandbrook Lane Hilliard, OH 43026 Email: otarazi@tarazilaw.com 7. Paychex Vendor $202,500 911 Panorama Trail South Rochester, NY 14625 8. Robert Lamano Seller Note $200,000 P.O. Box 108 Forest, VA 24551 Email: rlamano21@gmail.com 9. Williams Mullen Professional Svc. $143,608 200 S. 10th Street Suite 1600 Richmond, VA 23219 James T. Bailey Email: jbailey@williamsmullen.com 10. UB Greendsfelder Professional Svc. $143,374 1660 W 2nd Street Suite 1100 Cleveland, OH 44113 Email: ncohen@ubglaw.com 11. WellSky Taxes $91,615 11300 Switzer Road Overland Park, KS 66210 12. Internal Revenue Service Taxes $70,809 Centralized Insolvencey Ops. P.O. Box 7346 Philadelphia, PA 19101 13. Enclara Pharmacy Vendor $65,321 1601 Cherry Street #1800 Philadelphia, PA 19102 14. UDig, LLC Vendor $49,457 4031 Aspen Grove Drive Suite 630 Franklin, TN 37067 Email: susan.frank@udig.com 15. Holland & Knight Professional Svc. $35,456 1650 Tysons Blvd. #1700 Tysons, VA 22102 16. Integrity Placement Group, LLC Vendor $25,750 1570 Blvd of the Arts Suite 220 Sarasota, GL 34236 17. Luckwell Solutions Vendor $23,616 3475 Investment Blvd. Suite 201 Hayward, CA 94545 18. McKesson Corporation Vendor $23,390 6555 State Highway 161 Irving, TX 75039 Email: Pam. Kelley@McKesson.com 19. Carlile Patchen & Murphy LLP Professional Svc. $17,703 950 Goodale Blvd. Suite 200 Columbus, OH 43212 20. Keiter Professional Svc. $15,413 4401 Dominion Blvd. Glen Allen, VA 23060 BONITA SOL: Hits Chapter 11 Bankruptcy Protection in Florida ------------------------------------------------------------ Bonita Sol LLC filed Chapter 11 protection in the Middle District of Florida. According to court filing, the Debtor reports $4,483,248 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Bonita Sol LLC Bonita Sol LLC is primarily engaged in renting and leasing real estate properties. Bonita Sol LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-0158) on October 18, 2024. In the petition filed by Marcelo Mattschei, as manager, the Debtor reports total assets of $2,850,000 and total liabilities of $4,483,248. Honorable Bankruptcy Judge Caryl E. Delano handles the case. The Debtor is represented by: 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 BREWSTER PLACE: Fitch Affirms 'BB+' IDR, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed at 'BB+' Brewster Place's Issuer Default Rating and the series 2022 A revenue bonds issued by the city of Topeka, KS on behalf of Brewster Place. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Brewster Place (KS) LT IDR BB+ Affirmed BB+ Brewster Place (KS) /General Revenues/1 LT LT BB+ Affirmed BB+ Affirmation of the 'BB+' rating reflects Brewster Place's improved cash flows following the fill of the Redwood project and expectations for balance sheet accretion. The short-term debt has been fully repaid with initial entrance fees. Fitch's forward look shows Brewster's financial profile remaining consistent with a below-investment grade credit rating in the stress case. SECURITY Debt payments are secured by a pledge of the gross revenues and a first mortgage lien on all property, excluding the clinic and rental properties adjacent to the community. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Adequate Demand; Competitive Market Fitch's 'bbb' revenue defensibility assessment reflects Brewster Place's market position as a single-site life plan community (LPC) in a relatively competitive market. Many providers offer senior care, and five communities directly compete with Brewster Place. Consistently adequate demand in the community is supported by high skilled nursing facility (SNF) quality ratings and a broad spectrum of price points. ILU occupancy has fluctuated with averages generally in the mid 80% range for the past several years. In June of 2024, ILU occupancy (including the 23 Redwood expansion units) was 88%. In October 2024, management reported five of the six Redwood penthouse units were occupied with the sixth unit sold. Occupancy in the higher levels of care, memory care and skilled nursing, has generally been higher than independent living, ranging from 82% to 93% over the past three years. Fee increases occur regularly and are affordable, and entrance fees are commensurate with local housing values, supporting the 'Midrange' assessment. Operating Risk - 'bbb' Midrange Operating Metrics; Manageable Debt Burden As a predominantly Type B contract provider, Brewster Place's operating profile is assessed as 'Midrange' based on its historical operating metrics. The operating ratio averaged about 98.9% over the last five audited years. This is consistent with the average NOM of 4.8% and NOM-A of 13.8%. Profitability ratios for the second quarter of 2024 have significantly improved, reflecting increased revenues from the expansion project. At the end of June 2024, Brewster had an operating ratio of 89.2, NOM of 18.3 and NOM-A of 23.1. Fitch expects Brewster to maintain operating ratios below the mid 90% range over the next several years. Capex has averaged over 200% of depreciation over the last five fiscal years, with an average age of plant of 15 years at FYE 2023. Fitch expects capex to moderate to below depreciation over the next several years. The debt associated with campus repositioning project has not stressed Brewster Place's capital related metrics beyond acceptable thresholds for the 'Midrange' assessment. MADS is about $3.7 million, equating to about 12.8% of 2023 revenues. Debt to net available was 5.1x at FYE 2023. Historically, revenue-only MADS coverage has been about 0.9x. Financial Profile - 'bb' Financial Profile Remains Steady Through Moderate Stress Based on Brewster Place's 'Midrange' revenue defensibility and operating risk assessments and Fitch's forward-looking scenario analysis, Fitch expects key leverage metrics to remain consistent with the 'BB' financial profile throughout the current economic and business cycle. At YE fiscal 2023, Brewster had approximately $11 million of unrestricted cash and investments and days cash on hand (DCOH) was 174 days (as calculated by Fitch). Fitch's base case scenario is a reasonable forward look for financial performance over the next five years given current economic expectations. It shows Brewster Place maintaining operating and financial metrics that are consistent with the 'bb' profile assessment and 'BB+' rating. Capital spending is expected to fall to approximately 50%. As part of the forward look, Fitch assumes an economic stress (to reflect financial market volatility), which is specific to Brewster Place's asset allocation. Overall, Brewster's cash-to-adjusted debt levels remain consistent with a 'BB' category credit. Debt service coverage remains good for the rating level. DCOH remains below 200 days throughout the base case, which is a weaker aspect of the financial profile. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Decrease in unrestricted liquidity such that cash-to-adjusted debt is sustained at or below 30%; - Softening in cash flow such that MADS coverage is sustained below 1.3x; - Operating ratios sustained above 100%; - Decrease in occupancy such that ILU occupancy is sustained below 85% and occupancy in the other areas of care decrease with expectations to remain below 80%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increase in liquidity such that cash-to-adjusted debt approaches 50% and MADS coverage consistently above 2x. PROFILE Brewster Place is a Type-B LPC located in Topeka, KS. The organization operates 239 ILU apartments (including the 23 newly renovated Redwood project ILUs), 16 assisted living units, 12 memory support units, and 79 SNF units and an additional 18 short term rehab beds. Brewster Place was incorporated in 1958 as The Congregational Home (d/b/a Brewster Place) and opened in 1964. The Obligated Group includes Brewster Place and the Foundation. The Foundation provides fundraising and charitable support for Brewster Place. As of Dec. 31, 2023, the Foundation had cash and investments of approximately $3 million. Fitch's assessment is based only on the financial results for those two entities and excludes Brewster at Home, a home health organization with Brewster Place as the sole member. Total audited operating revenue for the obligated group was approximately $22 million in fiscal 2023 (YE Dec. 31). Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by data from Lumesis. 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. BROCATO'S SANDWICH: Gets OK to Use Cash Collateral Until Nov. 21 ---------------------------------------------------------------- Brocato's Sandwich Shop Inc. received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division to use cash collateral of U.S. Foods, Inc., Gordon Food Service, Inc., and the Florida Department of Revenue. The court approved the motion retroactively to the petition date of May 8, 2024. The court authorized the company to use cash collateral to cover necessary expenses listed in the budget, with a 10% allowance for each line item. As protection, secured creditors were granted post-petition liens on the same terms as their pre-bankruptcy liens. In addition, the court ordered the company to fulfill its obligations, provide financial reporting, maintain insurance, and allow secured creditors access to business records and premises upon request. The next hearing is scheduled for Nov. 21. About Brocato's Sandwich Shop Brocato's Sandwich Shop, Inc. owns and operates a sandwich restaurant in Tampa, Fla. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02613) on May 8, 2024, with $14,595 in assets and $1,396,391 in liabilities. Michael Brocato, president, signed the petition. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal counsel. BROUDY GROUP INC: Sec. 341(a) Meeting of Creditors on Nov. 13 ------------------------------------------------------------- Broudy Group Inc. filed Chapter 11 protection in the Eastern District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 50 and 99 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 13, 2024 at 9:45 a.m. via Telephonic Dial-In Information at https://www.txeb.uscourts.gov/341info. About Broudy Group Inc. Broudy Group Inc. is an automobile dealer in Celina, Texas. Broudy Group Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-42463) on Oct. 18, 2024. In the petition filed by Carey E. Broudy, as president and director, the Debtor estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Howard Marc Spector, Esq. SPECTOR & COX PLLC 12770 Coit Rd., Suite 850 Dallas, TX 75251 Tel: (214) 365-5377 E-mail: hspector@spectorcox.com BULLETPROOF DOG: Claims to be Paid From Available Cash and Income ----------------------------------------------------------------- Bulletproof Dog Training, LLC ("Bulletproof FL") and Chelsea's Bed & Biscuits, LLC ("CBB") filed with the U.S. Bankruptcy Court for the Middle District of Florida a Joint Plan of Reorganization for Small Businesses dated September 12, 2024. William Thomas and his wife Sharon Hornby are the founders of the Debtors. Mr. Thomas served in the U.S. Navy serving as a Military Working Dog Patrol, Narcotic and Bomb Handler, Kennel Master, and Instructor. Bulletproof FL is a Florida limited liability company formed in March of 2022. On the Petition Date, Bulletproof FL was in the process of opening its Florida operations, which when opened will offer training classes for beginners, advanced, puppies, and therapy dogs while boarding the dogs at their facility. CBB is an Ohio limited liability company formed in May of 2017 and serves the Cincinnati area and surrounding areas. CBB offers short term boarding, long term boarding, dog grooming, and doggie daycare. CBB also offers training classes for beginners, advanced, puppies, and therapy dogs. CBB's financial projections show that CBB will be able to distribute projected disposable income to the holders of allowed administrative, priority tax, secured, and unsecured creditors. Payments to Class 5 unsecured creditors of CBB shall be made annually commencing on the first anniversary of the Effective Date. The distributions under the Plan will be derived from (i) existing cash on hand on the Effective Date and (ii) revenues generated by continued business operations. As to Bulletproof FL, the Plan does not project that Bulletproof FL will have disposable income for the next three years. However, the Plan proposes to pay a fixed annual payment of $1,000.00 per year for a total of $3,000.00. Only two claims of non-insiders have been scheduled as undisputed or filed against Bulletproof FL totaling approximately $23,000.00, so the resulting distribution is approximately 13% of unsecured claims. This Plan of Reorganization proposes to pay creditors of the Debtors from their projected disposable income. Class 4 consists of Allowed Unsecured Claims in the Bulletproof FL Case. Every holder of a non-priority, non-insider unsecured claim against Bulletproof FL shall receive its pro-rata share of Bulletproof FL's projected disposable income as defined by Section 1191(d) of the Bankruptcy Code, after payment of administrative, priority tax, and secured claims. Payments shall be made annually commencing on or about the first anniversary of the Effective Date, in the fixed annual payment of $1,000.00 per year for a total of $3,000.00. The Class 4 Claims are impaired by the Plan. Class 5 consists of Allowed Unsecured Claims in the CBB Case. Every holder of a non-priority, non-insider unsecured claim against CBB shall receive its prorata share of CBB's projected disposable income as defined by Section 1191(d) of the Bankruptcy Code over three years, after payment of administrative, priority tax, and secured claims. Payments shall be made annually and payable on the anniversary of the Effective Date consistent with CBB's plan projections. The Class 5 Claims are impaired by the Plan. Class 6 consists of Allowed Insider/Intercompany Claims of the Debtors. Every holder of an allowed, non-priority, Insider/Intercompany unsecured claim in the Debtors' cases shall be subordinated to the allowed Classes 4 and 5 claims such that the holders of allowed Class 6 claims shall not receive any distribution unless the allowed Classes 4 and 5 claims are paid in full. Once the allowed Classes 4 and 5 claims are paid in full, every holder of an allowed Class 6 claim shall receive its pro-rata share of existing cash on hand on the Effective Date. Class 7 consists of all equity interests of Bulletproof FL. Existing equity interest holders will retain their equity interests in Bulletproof FL. No distributions will be made to equity interest holders solely on account of their interests until the distributions to Class 4 have been made. Because no distributions will be made under the Plan, the value of the Class 7 equity interests shall be $0.00 for purposes of the Plan. Class 8 consists of all equity interests of CBB. Existing equity interest holders will retain their equity interests in CBB. No distributions will be made to equity interest holders solely on account of their interests until the distributions to Class 5 have been made. Because no distributions will be made under the Plan other than for payment of pass-through taxes, the value of the Class 7 equity interests shall be $0.00 for purposes of the Plan. Payments required under the Plan will be funded from (i) existing cash on hand on the Effective Date and (ii) revenues generated by continued operations. A full-text copy of the Plan of Reorganization dated September 12, 2024 is available at https://urlcurt.com/u?l=6JoxtE from PacerMonitor.com at no charge. Counsel to the Debtor: Daniel Fogarty, Esq. Stichter, Riedel, Blain & Postler, P.A. 110 E. Madison St., Suite 200 Tampa, FL 33602 Telephone: (813) 229-0144 Facsimile: (813) 229-1811 Email: dfogarty@srbp.com About Bulletproof Dog Training Bulletproof Dog Training, LLC and its affiliates sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 24-01700) on June 14, 2024. In the petitions signed by William Thomas, manager, Bulletproof Dog Training disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Jason A. Burgess oversees the cases. Daniel Fogarty, Esq., at Stichter, Riedel, Blain & Postler, P.A. serves as the Debtors' counsel. BURGERFI INT'L: Delisted From Nasdaq ------------------------------------ The Nasdaq Stock Market LLC (the Exchange) removed from listing the securities of BurgerFi International Inc., effective at the opening of the trading session on October 25, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rules 5101, 5110(b), and IM-5101-1. The Company was notified of the Staff determination on September 12, 2024. The Company did not appeal the Staff determination to the Hearings Panel. The Company securities were suspended on September 23. The Staff determination to delist the Company securities became final on September 23. About BurgerFi Int'l BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. BurgerFi International, Inc. is the owner and franchisor of two brands with a combined 144 locations: (i) Anthony's, a premium pizza and wing brand with 51 restaurants (50 corporate-owned casual restaurant locations and one dual brand franchise location), as of Sept. 10, 2024, and (ii) BurgerFi, among the nation's fast-casual better burger concepts with 93 BurgerFi restaurants (76 franchised and 17 corporate-owned) as of Sept. 10, 2024. BurgerFi International, Inc. and 114 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case No. 24-12017). The cases are pending before the Honorable Judge Craig T Goldblatt. Raines Feldman Littrell LLP serves as the Debtors' counsel. Force Ten Partners' Jeremy Rosenthal serves as the Company's Chief Restructuring Officer. Sitrick And Company serves as strategic communications advisor to the Company. Stretto is the claims agent. BURGERFI INTERNATIONAL: Taps Jeremy Rosenthal of Force 10 as CRO ---------------------------------------------------------------- BurgerFi International, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Force Ten Partners, LLC to provide a chief restructuring officer and additional restructuring advisory personnel, and designate Jeremy Rosenthal as CRO. The firm will render these services: (a) manage the affairs of the Debtors, supervise the Debtors' professionals, and provide periodic reports to the Board of Directors; (b) oversee the Debtors' restructuring efforts; (c) supervise the engagement of the Debtors' restructuring legal counsel, investment banker, claims agent, and other professionals; (d) seek to maximize the value of the Debtors' assets and operations through one or more of the following: obtain debtor-in-possession financing, sale of one or more of the Debtors' or their assets, refinance of existing indebtedness, a recapitalization, restructuring or reorganizing of the Debtors' businesses, in whole or in part; (e) assist in connection with motions, responses, or other court activity as directed by legal counsel; (f) prepare periodic reporting to stakeholders, the Bankruptcy Court, and the Office of the United States Trustee; (g) prepare or supervise the preparation of cash budgets, monthly operating reports, cash flow variance reports, schedules of assets and liabilities, statements of financial affairs, and other financial analysis or reporting; (h) develop restructuring plans and other strategic alternatives for maximizing the value of the Debtors' and their assets and recommend to the Board various plans and strategic alternatives from time to time, and upon receipt of Board approval of a proposed course of action, the CRO shall use commercially reasonable efforts to attempt to implement such course of action, subject to, as applicable, approval of any court of competent jurisdiction; (i) oversee the formulation and preparation of the Debtors' disclosure statement and plan of reorganization, if applicable, including the creation of financial projections and supporting methodologies, and key assumptions; (j) assist in negotiations with the Debtors' creditors; (k) work with restructuring legal counsel to address objections from parties in interest to the bankruptcy plan or other courses of action undertaken by the Debtors; and (l) prepare declarations, reports, depositions, and testimony. Additionally, the CRO will continue to: (m) participate in meetings and provide support to the Debtors and its professionals in responding to information requests, communicating with and/or negotiation with lenders, official committees of unsecured creditors, vendors, customers, the Office of the United States Trustee for the District of Delaware, other parties in interest, and professionals hired by the same; (n) identify executory contracts and unexpired leases and perform analyses of the financial impact of the assumption or rejection of each, as necessary; (o) advise senior management and the board of directors in the development, negotiation, and implementation of restructuring initiatives and evaluation of strategic alternatives; (p) oversee and manage a court-approved sales process including (i) oversight of the proposed investment banker, (ii) developing materials and documents for potential buyers' review, (iii) assisting the Debtors with the preparation of due diligence materials, (iv) assisting with the evaluation of offers received and (v) working with the Debtors and counsel to the Debtors to prepare and support asset purchase agreements and related motions to obtain Court approval of the sale process; (q) prepare information and analysis necessary for the confirmation of a plan of reorganization, including information contained in the disclosure statement such as a liquidation analysis, if applicable; (r) assist in implementing a chapter 11 plan of reorganization, if applicable; (s) render testimony, as requested, about the matters regarding which Force 10 and its personnel are providing services; and (t) provide such other restructuring or advisory services as are consistent with the role of the Chief Restructuring Officer and/or the above-described services, requested by the Debtors or counsel to the Debtors, that are not duplicative of services provided by other professionals, and as agreed by Force 10. The firm will be paid at these hourly rates: CRO $950 Partners $695 to $950 Managing Directors $495 to $650 Directors $425 to $500 Analysts $255 to $400 Force 10 received cash retainers totaling $1,125,000. Jeremy Rosenthal, Esq., a partner at Force Ten Partners, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeremy Rosenthal, Esq. Force 10 Partners 5271 California Ave., Suite 270 Irvine, CA 92617 Phone: (310) 870-3205 Email: jrosenthal@force10partners.com About BurgerFi Int'l BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. BurgerFi International, Inc. is the owner and franchisor of two brands with a combined 144 locations: (i) Anthony's, a premium pizza and wing brand with 51 restaurants (50 corporate-owned casual restaurant locations and one dual brand franchise location), as of Sept. 10, 2024, and (ii) BurgerFi, among the nation's fast-casual better burger concepts with 93 BurgerFi restaurants (76 franchised and 17 corporate-owned) as of Sept. 10, 2024. BurgerFi International, Inc. and 114 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case No. 24-12017). The cases are pending before the Honorable Judge Craig T Goldblatt. Raines Feldman Littrell LLP serves as the Debtors' counsel. Force Ten Partners' Jeremy Rosenthal serves as the Company's Chief Restructuring Officer. Sitrick And Company serves as strategic communications advisor to the Company. Stretto is the claims agent. CAMABO INDUSTRIES: U.S. Gov't Granted Summary Judgment v. Owner --------------------------------------------------------------- In the case captioned as MARTHA GONZALEZ, Plaintiff, v. UNITED STATES OF AMERICA, Defendant and Counterclaim Plaintiff, v. MARTHA GONZALEZ; and BORIS GONZALEZ, Counterclaim Defendants, 2:22-cv-03370 (OEM) (JMW) (E.D.N.Y.), Judge Orelia Merchant of the United States District Court for the Eastern District of New York granted the United States' motion for summary judgment against Counterclaim Defendant Boris Gonzalez. On June 6, 2022, plaintiff Martha Gonzalez filed this claim against the United States for refund and abatement of taxes pursuant to 26 U.S.C. Sec. 6672 after the Internal Revenue Service assessed liabilities against her. On September 9, 2022, Defendant, the United States, answered and brought counter claims against Plaintiff and her husband, Boris Gonzalez, seeking to collect tax liabilities from Boris in the amount of $2,189,132.60 plus statutory additions and interest. This motion arises from the IRS' tax assessments against Camabo's failure to collect, truthfully account for, and pay over the trust fund potion of federal income, FICA, and Medicare taxes withheld from the wages of employees of Camabo, for the quarterly tax periods ending on December 31, 2011, September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2023, September 30, 2013, and December 31, 2013. The issue is whether the Government is entitled to hold Boris Gonzalez personally liable for the outstanding tax liabilities of Camabo. In June 2011, Boris bought Camabo from his wife and Plaintiff in this action, Martha Gonzalez. Camabo was a bridge painting and cleaning business with its principal office located at 383 Oakley Avenue, Elmont, New York 11003, which also served as Boris' and Martha's residence from at least 2011 through 2014. Boris served as the company's owner, president, CFO, and COO from this time until the company shuttered after a bankruptcy filing on December 17, 2013. In these roles, Boris had authority to hire and fire employees, set salaries, and negotiated the financing of equipment on behalf of the company. He also had signature authority over multiple Camabo bank accounts, Chase Bank, N.A., Washington Mutual Bank, and TD Bank, N.A. In 2013, after discussing Camabo's outstanding payroll taxes with an IRS employee, Boris continued to pay unsecured creditors other than the IRS, including ARS and United Rentals, for items such as gasoline and day-to-day supplies. From 2011 through 2014, Boris made payments to Camabo's officers and employees, as well as supplies and unions, despite knowing that the IRS held priority claims. On December 3, 2013, Camabo filed a Chapter 11 bankruptcy petition, which was signed by Boris as President of Camabo, in the United States Bankruptcy Court for the Eastern District of New York. Camabo identified the IRS as a secured creditor on Schedule D and a creditor holding an unsecured priority claim on Schedule E in Camabo's bankruptcy schedules filed on December 17, 2013, signed by Boris under the penalty of perjury. The schedules also identified Boris as codebtor of Camabo with regard to the IRS as a creditor on Schedule H. The Statement of Financial Affairs in the bankruptcy schedules listed Camabo's income in the amount of $3,462,208 in 2011, $8,241,518 in 2012, and $6,000,000 in 2013. In addition, the bankruptcy schedules identified that Boris had $91,100 cash on hand or in bank accounts, including $40,000 in an account ending in -6042 and $800 in another one ending in -7210 at JP Morgan Chase Bank, and $50,000 in an account ending in -7274 at Bank of America; $890,000 in accounts receivable; and $252,800 in other personal property. Plaintiff, Martha Gonzalez, filed this action against the Government on June 7, 2022. The Government answered and filed counterclaims against Plaintiff and Boris Gonzalez, adding him as a Counterclaim Defendant in this action. Given Boris Gonzalez' failure to file a 56.1 statement or any opposition, the Court deemed the Government's summary judgment motion papers, including the Rule 56.1 Statement, submitted as an unopposed. The undisputed facts of this case make it clear that summary judgment against Boris Gonzalez is appropriate. Boris has utterly failed to meet his burden of production and persuasion. The content of the Government's Rule 56.1 Statement has not been challenged and Boris Gonzalez does not oppose the instant motion. The Court has deemed the facts submitted in the Government's Rule 56.1 statement as uncontested and admissible. Furthermore, the Government's tax assessments submitted as exhibits to its 56.1 Statement are presumed correct. Accordingly, the Court need only address whether the Government is entitled to judgment as a matter of law pursuant to 26 U.S.C. Sec. 6672. The Court finds there is no genuine dispute of fact as to whether Boris Gonzalez was a responsible person under Sec. 6672. Boris was the owner, president, and 90 percent shareholder of Camabo from June 26, 2011 until the company ceased. He was active in the daily management of the company, had the authority to hire and fire employees, and set employee salaries. Further, he was responsible for preparing and printing those employees' pay checks. Boris Gonzalez was the sole individual who signed Camabo's tax returns. It is undisputed that Boris Gonzalez knew that Camabo's obligation to pay trust fund taxes to the IRS. He received letters from the IRS stating that Camabo owed unpaid payroll taxes in 2012, 2013, and 2014. He discussed these unpaid taxes with an IRS employee in 2013, and he listed the IRS as an unpaid creditor of Camabo in his bankruptcy filing for the company on December 3, 2013. Boris also knew that the company's funds were being used for other purposes instead. Not only was Boris Gonzalez aware that the funds were being used for other purposes, but he personally authorized the use of such funds to pay creditors other than the IRS. Given these undisputed facts, the only reasonable conclusion is that Boris Gonzalez willfully failed to ensure that Camabo's trust fund taxes were paid to the IRS during the relevant periods. Having failed to demonstrate the existence of any genuine issue of material fact, the Court finds that the Government is entitled to judgment as a matter of law on its counterclaim against Boris Gonzalez. The Court entered a judgment in favor of the United States of America as follows: Judgment in favor of the Counterclaim Plaintiff United States of America and against Counterclaim Defendant Boris Gonzalez in the amount of $2,420,292.38, plus statutory additions from and after February 9, 2024, including interest pursuant to 26 U.S.C Secs. 6601, 6621, and 6622, as well as 28 U.S.C. Sec. 1961(c), for the unpaid Trust Fund Recovery Penalties assessed against Boris Gonzalez in regard to the quarterly tax periods ending December 31, 2011; September 30, 2012; December 31, 2012; March 31, 2013; June 30, 2013; September 30, 2013; and December 31, 2013. This judgment shall be made final pursuant to Fed. R. Civ. P. 54(b) because, there is no just reason for delay. With respect to the Martha Gonzalez's claims against the United States and the United States' counterclaims against Martha Gonzalez, the Court retains jurisdiction over such claims which remain for adjudication. A copy of the Court's decision dated October 15, 2024, is available at https://urlcurt.com/u?l=CFZ9Jj About Camabo Industries Elmont, New York-based Pangea Industries, Inc., was a bridge painting and cleaning business. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 13-76086) on December 3, 2013. The Hon. Robert E. Grossman oversees the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Boris Gonzalez, president. The Debtor is represented by Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene et al. CANDE HOFFMAN: Seeks to Hire Kerkman & Dunn as General Counsel -------------------------------------------------------------- CandE Hoffman Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire Kerkman & Dunn as their general counsel. The firm will render these services: (a) advise and assist the Debtor with respect to its duties and powers under the Bankruptcy Code; (b) advise the Debtor on the conduct of its Chapter 11 Subchapter V case, including the legal and administrative requirements of operating in Chapter 11 Subchapter V; (c) attend meetings and negotiate with representatives of the creditors and other parties in interest; (d) prosecute actions on the behalf of the Debtor, defend actions commenced against the Debtor, and represent the Debtor's interests in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; (e) prepare pleadings in connection with the Debtor's Chapter 11 case including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; (f) advise the Debtor in connection with any potential sale of assets; (g) appear before the Court to represent the interests of the Debtor's estate; (h) assist the Debtor in preparing, negotiating and implementing a plan, and advising with respect to any rejection of a plan and reformulation of a plan, if necessary; (i) assist and advise the Debtor in state court actions related to judgments and collection actions initiated by or against the Debtor that are necessary for an effective reorganization; and (j) perform all other necessary or appropriate legal services for the Debtor in connection with the prosecution of its Chapter 11 Subchapter V case, including (i) analyzing the Debtor's leases and contracts, and the assumption and assignment or rejection of them, (ii) analyzing the validity of liens against the Debtor, and (iii) advising the Debtor on transactional and litigation matters. The firm will be paid at these rates: Jerome R. Kerkman $575 per hour Evan P. Schmit $475 per hour Nicholas W. Kerkman $295 per hour Paraprofessionals $125 per hour In addition, the firm will seek reimbursement for expenses incurred. Jerome Kerkman, Esq., an attorney at Kerkman & Dunn, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jerome R. Kerkman, Esq. Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202 Telephone: (414) 277-8200 Facsimile: (414) 277-0100 Email: jkerkman@kerkmandunn.com About CandE Hoffman Holdings Inc. CandE Hoffman Holdings Inc. -- https://www.candehoffman.org/ -- is a franchise owner of hair salons. CandE Hoffman Holdings Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-25415) on October 11, 2024. In the petition filed by Eric J. Hoffman, as president, the Debtor reports total assets as of August 21, 2024 amounting to $710,919 and total liabilities as of August 21, 2024 amounting to $1,090,460. The Honorable Bankruptcy Judge Beth E. Hanan handles the case. The Debtor is represented by Jerome R. Kerkman, Esq. at KERKMAN & DUNN. CANVAS PROS: Sale of Deland, Fla. Property to Terrence Hart OK'd ---------------------------------------------------------------- Canvas Pros, Inc. was granted approval by the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, at a hearing on October 16, 2024, to sell its Property to Terrence Hart in a private sale, free and clear of all liens, encumbrances and interests. The Property is approximately 1.65-acre parcel with parcel numbers, 700400000180 & 700400000200 & 700400000190 located at 576 E. International Speedway Blvd., Deland, FL 32724. The Court held that the Debtor has demonstrated that the sale of Property is in the best interests of its estate. Terrence Hart is the Managing Principal of BDS Real Estate, LLC. Hart is acquiring the Property for $925,000.00, subject to all existing pre-petition liens, claims, encumbrances, and interests by private sale. The Court held that the liens claimed by Fairwinds and Will Roberts, Tax Collector, shall continue upon the sale of the Property and be subject to future payment from the sale proceeds. The sale is "As-Is Where Is With All Faults" and shall be by Assignment and/or instrument of conveyance as appropriate, with no warranties of title whatsoever. The Debtor is also authorized to execute whatever documents as may be necessary to consummate the sale. About Canvas Pros Inc. Canvas Pros filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02518) on May 20, 2024, listing under $1 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Law Offices of Mickler & Mickler, LLP serves as the Debtor's counsel. CATHOLIC HEALTH: Moody's Upgrades Ratings on Revenue Bonds to B3 ---------------------------------------------------------------- Moody's Ratings has upgraded Catholic Health System's (CHS)(NY) revenue bond ratings to B3 from Caa1. The outlook was revised to positive from stable. CHS had $363 million in outstanding debt at fiscal year end 2023. The upgrade to B3 and revision of the outlook to positive reflect recent and projected liquidity growth from anticipated receipt sizable, recently approved FEMA grants and substantial and recurring improvement in operating performance. RATINGS RATIONALE The B3 reflects CHS's strong market position as an essential provider in western New York and a growing presence in Niagara County with the opening of a new hospital. Volume growth, rate increases, and ongoing cost controls will support a continuation of substantial operating improvement. This will result in adequate headroom to covenants, following the previous breach that required a forbearance agreement. Newly obligated FEMA grants and a sizable partial payment in September will boost liquidity. However, liquidity will remain modest at 50-60 days and capital needs and pension funding will limit further growth. It will likely take several years to reach sustainable cashflow levels to cover debt service and routine capital. While labor costs are down, CHS's location in a heavily unionized region and national shortages will require the continued use of some contract nurses and physicians. RATING OUTLOOK The positive outlook reflects that the year-to-date recurring operating cashflow margin of 3% will be sustained and build to around 4% in 2025. The outlook also reflects the likelihood of receiving additional FEMA grants that would boost cash on hand to 50-60 days within a year. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained growth in liquidity approaching 60 days cash -- Sustained improvement in recurring operating cashflow to above 4% -- Reduction in operating and balance sheet leverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Days cash on hand below 30 days -- Inability to maintain 2-3% operating cashflow margin (excluding non-recurring items) -- Meaningful increase in debt LEGAL SECURITY Legal security for the bonds is a gross receipts pledge as well as mortgage liens and security interests in certain properties, including some of the acute care campuses of the obligated group. The MTI obligations are secured by the mortgages only for so long as the Series 2012, Series 2015 and Series 2022 bonds remain outstanding. The obligated group includes all of the primary hospitals, but excludes the employed physician group. The MTI allows a substitution of notes if certain ratings tests are met; such substitution could result if a substantial change to security. PROFILE Catholic Health System serves the residents of Buffalo, New York and surrounding areas in Erie and Niagara Counties. The system includes four acute-care hospitals with seven campuses, free-standing ambulatory surgery centers, and other healthcare services. METHODOLOGY The principal methodology used in these ratings was Not-for-profit Healthcare published in October 2024. CELSIUS NETWORK: Court Denies Casla's Motion for Reconsideration ---------------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York denied Casla Realty LLC's motion for reconsideration of an order denying its motion requesting that the court enter an order sealing and/or restricting the venue transfer motion and the settlement agreement in the the case captioned as MOHSIN Y. MEGHJI, LITIGATION ADMINISTRATOR, AS REPRESENTATIVE FOR THE POSTEFFECTIVE DATE DEBTORS, Plaintiff, v. CASLA REALTY LLC, Defendant, Adv. Pro. 24-04002 (MG) (Bankr. S.D.N.Y.). Counsel to the Litigation Administrator filed a response asserting that Casla has failed to establish a basis for reconsideration. The Motion to Seal was largely premised on a confidentiality provision included in the Settlement Agreement between Casla and a third party, Home of Alpha, LLC. The Settlement Agreement resolved a lawsuit that was pending in a state court in Puerto Rico between Casla and Home of Alpha, LLC. The current lawsuit brought by the Celsius Litigation Administrator against Casla seeks to avoid and recover allegedly fraudulent transfers made by Jason Stone, a former Celsius employee and the sole member of Home of Alpha, LLC, to Casla. Casla moved to transfer this case to Puerto Rico, concurrently filed a copy of the Home of Alpha-Casla Settlement Agreement and moved to seal the agreement. The Court denied the sealing motion on the grounds that Casla did not meet its burden to support sealing under section 107(b) of the Bankruptcy Code. The Court ordered that the venue transfer motion proceed in accordance with the normal motion scheduling rules. Casla tries to make up for its earlier deficiencies in its present Motion for Reconsideration. It argues that, since it never filed its Settlement Agreement with the Puerto Rico state court presiding over the action between Casla and the third party with which it settled, the Settlement Agreement never became part of the judicial record, and therefore the public has no right of access in it, and the confidentiality clause controls. Casla also notes that it "needed to produce the confidential settlement agreement to this Court" to enable the Court to decide on its Venue Transfer Motion. Celsius's response emphasizes that motions for reconsideration are rarely granted and should not be used for "taking a second bite at the apple." As for Casla's argument that the Settlement Agreement is not a judicial record, Celsius points out that "it was Casla itself that filed the settlement agreement in connection with the Motion to Transfer Venue thereby subjecting it to the presumption of public access and the requirements of section 107 of the Bankruptcy Code." Finally, Celsius argues that, to the extent any of the terms of the Settlement Agreement might qualify as a trade secret or confidential research, development, or commercial information, Casla waived any argument along such lines because the Settlement Agreement has been publicly available on the docket for several weeks. The Court finds Casla has ignored the law governing both sealing motions and motions for reconsideration. Accordingly, the Motion for Reconsideration is denied. The Court finds Casla has failed to show how its sealing motion merits reconsideration. Judge Glenn explains that its brief is facially deficient: it has not discussed the standard for moving for reconsideration, let alone 'set forth concisely the matters or controlling decisions which counsel believes the Court has not considered' as required by Local Rule 9023-1(a). Moreover, relief under Rule 60(b)(6) is 'extraordinary'; the Court should not sua sponte grant it when Casla has not borne its own burden of proof." He concludes that Casla failed to properly argue for sealing under applicable bankruptcy law: it did not brief the issue whether the settlement agreement falls within the scope of section 107(b) of the Code. Casla did not support its request for sealing with any case authority. It does not get a second bite at the apple on a Motion for Reconsideration. This alone is reason to deny the Sealing Motion. The moving party bears the burden of showing that the information is confidential under section 107(b), and Casla has not done so. A copy of the Court's decision dated October 17, 2024, is available at https://urlcurt.com/u?l=vfm96Z Attorneys for Casa Realty LLC: Monica A. Sanchez, Esq. Gorman A. Hatcher-Santaella, Esq. PIRILLO LAW LLC 1550 Ponce de León Ave. 5th Floor, San Juan, PR 00909 Attorneys for Plaintiff: Mitchell P. Hurley, Esq. Dean L. Chapman Jr., Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 E-mail: mhurley@akingump.com dchapman@akingump.com - and - Elizabeth D. Scott, Esq. Nicholas R. Lombardi, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2300 N. Field Street, Suite 1800 Dallas, TX 75201 E-mail: edscott@akingump.com nlombardi@akingump.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. * * * On November 9, 2023, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Modified Joint Chapter 11 Plan of Celsius Network LLC and Its Debtor Affiliates. The Effective Date of the Plan occurred January 31, 2024. CEMTREX INC: Reports 25.6-Mil. Shares Outstanding After Stock Split ------------------------------------------------------------------- Cemtrex, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it completed a one-for-sixty Reverse Stock Split of the outstanding shares of its common stock, effective after the close of business on October 3, 2024. As a result of the Reverse Stock Split and certain exercises of its outstanding Series A Warrants that occurred following the Reverse Stock Split, as of October 15, 2024, there are 25,586,668 shares of common stock of the Company issued and outstanding. Also as of October 15, 2024, the Company had 1,441,927 Series A Warrants and 15,444,532 Series B Warrants outstanding, with an adjusted exercise price per share of $0.7446. About Cemtrex Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a multi-industry company. During the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure consisting of (i) Security, (ii) Industrial Services, and (iii) Cemtrex Corporate. As of June 30, 2024, Cemtrex had $43.8 million in total assets, $43.5 million in total liabilities, $304,967 in non-controlling interest, and $47,956 in total Cemtrex shareholders' equity. Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 28, 2023, citing that the Company has sustained net losses and has significant short-term debt obligations, which raise substantial doubt about its ability to continue as a going concern. CHAMPIONS ONCOLOGY: All Three Proposals Approved at Annual Meeting ------------------------------------------------------------------ Champions Oncology, Inc. held its Annual Meeting of Stockholders during which the Stockholders: 1. Elected Ronnie Morris, M.D., Joel Ackerman, David Sidransky, M.D., Daniel Mendelson, Scott R. Tobin, Philip Breitfeld, MD., and Robert Brainin to serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified. 2. Ratified EisnerAmper LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2025. 3. Approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, as described in the Company's 2024 proxy statement. About Champions Oncology Hackensack, N.J.-based Champions Oncology, Inc. is a technology-enabled research organization engaged in creating technology solutions to be utilized in drug discovery and development. Its research center operates in both regulatory and non-regulatory environments and consists of a comprehensive set of computational and experimental research platforms. Its pharmacology, biomarker, and data platforms are designed to facilitate drug discovery and development at lower costs and increased speeds. West Palm Beach, Fla.-based EisnerAmper LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated July 16, 2024, citing that the Company has experienced net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Champions Oncology reported a net loss of $7.3 million for the year ending April 30, 2024. As of April 30, 2024, the Company had $26.1 million in total assets, $28 million in total liabilities, and $1.9 million in total stockholders' deficiency. CHARGE ENTERPRISES: Court Narrows Claims in Acmetel Suit v. Unit ---------------------------------------------------------------- In the case captioned as ACMETEL USA LLC, Plaintiff, -v- PTGi INTERNATIONAL CARRIER SERVICES, INC., Defendant, 23-cv-11027 (LJL) (S.D.N.Y.), Judge Lewis J. Liman of the United States District Court for the Southern District of New York granted in part and denied in part the motion filed by AI Amped I, LLC and AI Amped II, LLC to intervene in this action, for an order quashing or vacating the Information Subpoena with Restraining Notice and Subpoena Duces Tecum issued by Judgment Creditor Acmetel USA LLC, and for an order directing the release of funds in the PTGi accounts, and for attorney's fees. Acmetel opposes the motion and cross-moves for an order requiring Proposed Intervenors to "correct" their Rule 7.1(a) Disclosure Statement. The instant motions arise out of the efforts of Acmetel to be paid on invoices it issued to defendant PTGi International Carrier Services, Inc. Acmetel is an Illinois limited liability company that provides telecommunications services, including wholesale voice, short messaging service, firewalls, and fraud management systems. PTGi is a Delaware corporation with its last known business address in New York, New York. PTGi provides, among other services, international and domestic voice routing to telecom operators, mobile operators, voice-over internet provider carriers, wholesale carriers, prepaid operators, and value-added resellers. On February 1, 2023, Acmetel and PTGi entered an agreement entitled Addendum for Open Pipe Deal. Under the Agreement, PTGi agreed to pay Acmetel $3,374,000 a month for the termination of 96,000,000 minutes of monthly Yemen traffic (i.e., international voice calls terminating in Yemen) originating from specified telephone number ranges. Acmetel has not been paid for two invoices that it issued under the Agreement: (1) an invoice issued on or about November 2, 2023, in the amount of $3,374,000 for terminating Yemen-bound traffic received from PTGi during October 2023; and (2) an invoice issued on or about December 2, 2023, in the same amount, for terminating Yemen-bound traffic received from PTGi during November 2023. Plaintiff filed a complaint on December 20, 2023, claiming breach of contract, account stated, and unjust enrichment, and seeking damages in the amount of the unpaid invoices plus contractual interest and post-judgment interest, costs, and reasonable attorney's fees. It filed its Amended Complaint on February 26, 2024. On April 16, 2024, Acmetel moved to compel PTGi to produce a noticed witness pursuant to Federal Rule of Civil Procedure 30(b)(6) or for sanctions in the form of an order striking PTGi's answer. PTGi opposed the request for sanctions, asserted that it was "operating under difficult circumstances" because its ultimate parent company, Charge Enterprises, Inc. was attempting to confirm a Chapter 11 plan in its bankruptcy proceeding, and represented that it was seeking "a full resolution of this matter promptly." On May 24, 2024, the Court issued an Abstract of Judgment in favor of Acmetel and against PTGi in the amount of $6,727,272.98. On June 12, 2024, PNC Bank debited the full balance of all of the PTGi accounts, totaling approximately $964,127.45, and is holding those funds in a deposit box. On July 30, 2024, Proposed Intervenors filed this motion to intervene and to quash, along with a declaration in support. Proposed Intervenors are parties to two agreements with Charge and certain of its subsidiaries including PTGi: (1) a security agreement dated December 17, 2021, pursuant to which PTGi and the other subsidiaries granted Proposed Intervenors a security interest in their assets to secure the prompt payment, performance and discharge in full of the obligations of Charge under certain convertible and non-convertible notes issued by Charge; and (2) a guaranty agreement dated as of December 17, 2021 pursuant to which PTGi guaranteed the prompt payment of all outstanding amounts owed to Proposed Intervenors under the Notes. Proposed Intervenors hold valid, perfected security interests in all of PTGI's assets as evidenced by UCC-1 Financing Statements and Deposit Account Control Agreements, all of which predate the Stipulated Judgment. Proposed Intervenors assert that Charge defaulted on its obligations under the Notes, and that accordingly, they have a valid claim against Charge and PTGi as well as the other guarantors for more than $220 million. Proposed Intervenors seek the release of the funds being held by PNC Bank pursuant to the Restraining Notice. On June 19, 2024, they sent a letter to PNC reminding PNC of Proposed Intervenors' first-priority security interest and demanding prompt return of the funds. PNC has indicated, however, that it will not release and return the funds to the PTGi accounts unless Acmetel voluntarily withdraws the Restraining Notice or absent order of the Court. Acmetel has not agreed. Proposed Intervenors argue that the Court has and should exercise the authority to modify the Information Subpoena with Restraining Notice and Subpoena Duces Tecum pursuant to C.P.L.R. 5240. Acmetel argues that the Court lacks subject matter jurisdiction over this matter and, relatedly, that Proposed Intervenors have not filed a Rule 7.1 Statement that establishes the existence of diversity jurisdiction. It argues that the relief Proposed Intervenors seek can be granted only in a special proceeding under C.P.L.R. 5239. It also argues that Proposed Intervenors do not meet the standards for intervention under Federal Rule of Civil Procedure 24. Finally, it argues that disputed issues of fact exist as to Proposed Intervenors' alleged priority sufficient to defeat the motion for relief from the Restraining Notice. The Court holds none of Acmetel's arguments has merit, and Proposed Intervenors are entitled to an order vacating the Restraining Notice. Acmetel argues that Proposed Intervenors have failed to establish an independent basis for federal jurisdiction. Acmetel is a limited liability company whose only member is a resident of Illinois, and thus is a citizen of the State of Illinois for purposes of diversity jurisdiction. PTGi is a Delaware corporation with its principal place of business in New York. Proposed Intervenors are limited liability companies who have filed a Rule 7.1 Disclosure Statement indicating that they have no parents and are managed by Arena Investors, LP, a global investment firm with its principal place of business in New York, but have not listed their members. Hence, Acmetel argues that the Local Rule 7.1 Statement is defective and, because Proposed Intervenors fail to show complete diversity between themselves and Acmetel, the Court has no subject matter jurisdiction to resolve this dispute. According to the Court, Acmetel's argument is based on a faulty predicate. Proposed Intervenors need not show complete diversity for the Court to have subject matter jurisdiction to quash the Information Subpoena with Restraining Notice and Subpoena Duces Tecum, the Court states. Plaintiff's related argument that Proposed Intervenors' disclosure statement pursuant to Federal Rule of Civil Procedure 7.1(a) is defective is similarly flawed, the Court finds. Judge Liman explains that this Rule is 'designed to facilitate an early and accurate determination of jurisdiction,' and 'recognizes that the court may limit the disclosure in appropriate circumstances,' such as 'when a party reveals citizenship that defeats diversity jurisdiction.' The purpose of the rule is to facilitate the determination of whether a court has diversity jurisdiction. As the Court's ability to adjudicate Proposed Intervenors' motion is not grounded on diversity jurisdiction, the citizenship of Intervenors' members is not relevant. Acmetel's cross motion for an order requiring Arena to correct its disclosure statement is therefore denied." Plaintiffs move to vacate the restraining order pursuant to C.P.L.R. 5240. Section 5240 "gives the Court authority to modify a restraining notice, including one issued by the attorney for the judgment creditor." Arena argues that the Court should use that power to vacate the restraining notice because it "violates the rights of priority lienholders." The Court concludes that given that Arena has produced evidence of a prior perfected security interest in the PTGi accounts and Acmetel has not effectively contested this evidence, there is insufficient cause to sustain a restraint on the accounts. The restraining order should be vacated, the Court holds. Arena additionally moves to intervene and Acmetel opposes. The Court grants Arena's motion to intervene. A person claiming an interest in the property restrained pursuant to CPLR 5222(b) may intervene in the proceeding pursuant to which the restraint was issued for the purpose of protecting its property interest. Judge Liman says Arena has provided evidence that it has a first-perfected security interest in PTGi's accounts which are the subject of the restraining notice. Because of the restraining order, PNC will not release the accounts to Arena despite its purported first priority security interest. Only the Court has the power to modify the restraining notice. Therefore, intervention in this proceeding is necessary for Arena to vindicate its security interest in the accounts. This justifies permitting intervention." The Court ruled as follows: The motion to intervene and vacate the subpoena with restraining notice is granted in part and denied in part. The motion to intervene is granted and the Information Subpoena with Restraining Notice and Subpoena Duces Tecum is vacated. The motion for attorney's fees is denied. Acmetel's cross-motion for an order requiring Arena to correct its Rule 7.1(a) Disclosure Statement is denied. About Charge Enterprises Charge Enterprises, Inc. is an electrical, broadband, and electric vehicle charging infrastructure Debtor that provides clients with end-to-end project management services, from advising, designing, engineering, acquiring, and installing equipment, to monitoring, servicing, and maintenance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10349) on March 7, 2024, with $114,368,349 in assets and $48,718,180 in liabilities. Craig Harper-Denson, authorized officer, signed the petition. Judge Thomas M. Horan oversees the case. The Debtor tapped Ian J. Bambrick, Esq., at FAEGRE DRINKER BIDDLE & REATH LLP as bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC as financial restructuring adviser; and SQUIRE PATTON BOGGS (US) LLP as special litigation counsel. CHARITY TOWING: Disposable Income to Fund Plan Payments ------------------------------------------------------- Charity Towing & Recovery, LLC filed with the U.S. Bankruptcy Court for the District of Arizona an Amended Plan of Reorganization under Subchapter V dated September 12, 2024. The Debtor is a family run towing company with ownership in the name of Kelly Guerra. Kelly's husband, Ron, is the General Manager. The Debtor believes that with just the two measures (cutting its workforce and regaining the MCSO contract) there will be an incredible impact on its bottom line. Charity will continue adding more motor clubs and search out more municipalities to not only maintain its bankruptcy payments but also build a healthier financial future for the company as it moves forward. Creditors holding allowed claims will receive distributions based upon the Debtor's projected net disposable income over a period not to exceed a 54-month term. Class 3 consists of General Unsecured Claims. All non-insider allowed and approved claims under this Class shall be paid their allowed claims from all funds available for distribution. The projected dividend is to be paid over a period of 56 months, commencing in month one of the Plan. The allowed unsecured claims total $165,855.15 with a projected dividend of $165,855.15. This Class is impaired. Class 4 consists of Equity Interest Holders. Equity Holder shall retain its shareholder/membership interest in the Debtor and the Debtor shall retain all legal and equitable interest in assets of this estate as all reconciliation issues have been met. Post Confirmation ownership and control shall remain with the Equity Security Holder, Kelly Guerra. This is a 54-month Plan with a total projected Plan yield of approximately $472,296.23. The Debtor agrees that it will make payments of not less than $472,296.23 over the life of the Plan which represents the Debtor's projected disposable income for that time period as required under the Code. A full-text copy of the Amended Plan dated September 12, 2024 is available at https://urlcurt.com/u?l=ez9vsp from PacerMonitor.com at no charge. Attorney for the Debtor: Allan D. NewDelman, Esq. Allan D. NewDelman, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Fax: (602) 277-0144 Email: anewdelman@adnlaw.net About Charity Towing & Recovery, LLC Charity Towing & Recovery, LLC is a family-owned and operated business that provides the following services: 24/7 towing, local towing, motor home towing, flatbed towing, roadside assistance, winch-out service, lock out service, light & medium-duty towing, auto repair, and off-road recovery. Charity Towing & Recovery filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 24-01298) on February 23, 2024. Ronald Guerra Jr., manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $50,001 to $100,000 and total liabilities of $100,001 to $500,000. Judge Madeleine C. Wanslee oversees the case. The Debtor has tapped Allan D. NewDelman, P.C. as its legal counsel. CHARLES COUNTY NURSING: Seeks Chapter 11 Bankruptcy Protection -------------------------------------------------------------- Charles County Nursing and Rehabilitation Center Inc. filed Chapter 11 protection in the District of Maryland. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 25, 2024 at 1:00 p.m. via Conference Call - Chapter 11 Greenbelt: Phone number 1-866-917-2025, Passcode 2926743#. About Charles County Nursing and Rehabilitation Center Inc. Charles County Nursing and Rehabilitation Center Inc., doing business as Sagepoint and Sagepoint Care, is a non-profit organization, headquartered in La Plata, Maryland. It provides care and advice to seniors and their families in Southern Maryland. Charles County Nursing and Rehabilitation Center Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-18784) on October 18, 2024. In the petition filed by Terry Weaver, as chief financial officer, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Catherine Keller Hopkin, Esq. YVS LAW, LLC 185 Admiral Cochrane Drive, Suite 130 Annapolis, MD 21401 Tel: (443)569-0788 Email: chopkin@yvslaw.com CHARTER NEXT: Moody's Ups CFR to B2, Outlook Stable --------------------------------------------------- Moody's Ratings upgraded Charter Next Generation, Inc.'s ("CNG") corporate family rating to B2 from B3 and its probability of default rating to B2-PD from B3-PD. Moody's also upgraded CNG's senior secured first lien term loan due 2027 to B2 from B3. At the same time, Moody's withdrew the B3 rating on the senior secured first lien revolving credit facility due 2025 and assigned a B2 rating on the senior secured first lien revolving credit facility due 2027. The ratings outlook is stable. "The upgrade to B2 considers CNG's strong track record of consistent volume growth through the past several years, driven by its competitive product portfolio and manufacturing capabilities," said Motoki Yanase, VP - Senior Credit Officer at Moody's Ratings. "Moody's expect CNG will continue to expand its products and customer base, which will support an increase in EBITDA and cash flow generation as well as a gradual deleveraging over the next 12-18 months," added Yanase. RATINGS RATIONALE The B2 CFR recognizes CNG's successful volume expansion and adequate operating performance during a challenging market environment for plastic packaging manufacturers and Moody's expectation of continued gradual improvements in operating performance and leverage. CNG continued to expand its sales volume through 2023 despite weaker consumer demand amid high inflation. Although CNG's revenue contracted by over 5% in 2023 due to a change in product mix and resin pass-through, CNG realized over 10% revenue growth in the first half of 2024 from a year ago, led by solid volume growth. The steady volume growth is supported by the company's focus on differentiated products with efficient operation, which Moody's believe will support EBITDA growth in coming years. For the 12 months that ended on July 7, 2024, leverage stood at 6.3x, which Moody's project to improve to below 6x within the next 12-18 months without assuming any material debt reduction. Moody's expect that CNG will remain focused on organic growth and that the company will finance capital expenditures to increase production capacity from internal cash flow generation. CNG's B2 rating remains constrained by exposure to the volatility of raw material costs, primarily resins, and some lag in passing costs through to customers, which can put a temporary strain on profitability, similar to other plastic packaging manufacturers. The company's total debt still exceeds its sales, highlighting a high debt load relative to its operations. CNG is also exposed to industrial end users, whose demand tend to be more cyclical relative to the other end markets such as food and consumer packaged goods. Moody's expect CNG to maintain good liquidity for the next 12-18 months from June 2024, supported by full availability under the $100 million cash revolver and a $140 million account receivable securitization facility, which also remains undrawn as of July 7, 2024. Moody's expect CNG to generate limited free cash flow -- close to break-even for 2024 then returning to positive in 2025 – as the company increases capital spending to expand capacity. However, the company has a discretion to adjust down its growth capital spending if required. The stable rating outlook reflects Moody's expectation of a gradual but steady improvement in CNG's credit metrics for the next 12-18 months, backed by its competitive products and EBITDA growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if CNG sustainably improves its credit metrics while keeping good liquidity and without material increase in total debt. Specifically, the ratings could be upgraded if debt/EBITDA is below 5.0x, EBITDA/interest expense is above 3.5x and free cash flow/debt is above 5.0%. The ratings could be downgraded if there is a deterioration in liquidity or competitive position. Given the high debt load, substantial increase in total debt for growth capital expenditure, debt-financed acquisitions or shareholder distributions could also prompt a downgrade. Specifically, the ratings could be downgraded if debt/EBITDA is above 6.0x, EBITDA/interest expense is below 2.5x or free cash flow/debt is sustained below 2.0%. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. CINNAMINSON MECHANICAL: Court Approves Use of Cash Collateral ------------------------------------------------------------- Cinnaminson Mechanical Contracting, Inc. got the green light from the U.S. Bankruptcy Court for the District of New Jersey to use the cash collateral of and provide adequate protection to Gulf Coast Bank & Trust Co. The order, signed by Judge Jerrold Poslusny, Jr., authorized Cinnaminson to utilize cash collateral to pay its operating expenses, which include payments for payroll, payroll taxes, independent contractor compensation, salary, insurance costs, and U.S. Trustee quarterly fees. To ensure adequate protection for Gulf Coast's interests, Cinnaminson will make monthly payments of $1,800, starting on Oct. 20, and until a Chapter 11 plan is confirmed. Furthermore, Gulf Coast will be granted a replacement lien on the company's post-petition collateral. About Cinnaminson Mechanical Contractors Cinnaminson Mechanical Contractors, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-18910) on Sept. 9, 2024, with as much as $1 million in both assets and liabilities. Judge Jerrold N. Poslusny Jr. oversees the case. The Law Offices of Daniel Reinganum represents the Debtor as bankruptcy counsel. CLIFTON STATION: Puts New Jersey Properties Up for Sale ------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, virtue of certain events of default under that certain amended and restated ownership interests pledge and security agreement dated as of June 24, 2022 ("pledge agreement"), executed and delivered by Clifton Station Owner LLC ("pledgor"), and in accordance with it rights as holder of the security, Jersey Ave & E Main Street 2 LLC ("secured party"), by virtue of possession of that certain share certificate held in accordance with Article 8 of the Uniform Commercial Code of the State of New York, and by virtue of those certain UCC-1 filing statement made in favor of secured party, all in accordance with Article 9 of the code, secured party offered for sale at public auction: (i) all of pledgor's right, title, and interest in and to the following: Clifton Station Developers LLC ("pledged entity"), and (ii) certain related rights and property relating thereto. Secured party's understanding is that the principal asset of the pledged entity is the premises located at 691 Clifton Avenue, Clifton, New Jersey and 839 Paulison, Clifton, New Jersey ("property"). Mannion Auctions LLC conducted a public sale consisting of the collateral via online bidding on Oct. 1, 2024, in satisfaction of and indebtedness in the approximate amount of $15,699,182.01 including principal, interest on principal, and reasonable fees and costs, plus default interest through Oct. 1, 2024, subject to open charges and all additional costs, fees and disbursements permitted by law. Attorneys for the secured party can be reached at: Kriss & Feuerstein LLP Attn: Jerold C. Feuerstein, Esq. 360 Lexington Avenue, Suite 1200 New York, New York 10017 Tel: (212) 661-2900 COMMERCIAL FURNITURE: Files Subchapter V Bankruptcy Case -------------------------------------------------------- Commercial Furniture Services LLC filed Chapter 11 protection in the Eastern District of Tennessee. Commercial Furniture is a limited liability company whose primary business is installing and selling commercial furniture. The Debtor was founded in 2011 and operates in Tennessee and Georgia. The Reorganization Case is intended to provide Debtor a forum for the orderly and efficient reorganization of its assets and satisfaction of outstanding obligations, including working to refinance or restructure its debts. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Commercial Furniture Services Commercial Furniture Services LLC offers office furniture installation, asset management (safe storage) and logistics services. Commercial Furniture Services LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-12642) on October 18, 2024. In the petition filed by Jim McMenimen, as co-managing member, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. Brenda Brooks has been appointed as Subchapter V trustee. The Debtor is represented by: Stephan R. Wright, Esq. WRIGHT, CORTESI @ GILBREATH 2030 Hamilton Place Blvd. Ste 240 Chattanooga TN 37421 Tel: (423) 826-6919 Email: swright@wcglegal.com CONN CORP: Seeks to Hire C. Scott Kirk as Bankruptcy Counsel ------------------------------------------------------------ Conn Corp. LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire C. Scott Kirk, Attorney at Law, PLLC as its counsel. The firm will provide these services: a. prepare on behalf of the Debtor all necessary applications, complaints, answers, orders, reports, notices, plan of reorganization, disclosure statement and any other documents necessary for the Debtor's reorganization; b. perform all necessary legal services in connection with the Debtor's reorganization. The services include, but are not limited to, court appearances, settlement conferences, mediation, legal research, reorganization strategies, and direction and general strategy; and c. perform all other legal services for the Debtor which may be necessary for a Chapter 11 case. The firm will be paid at these rates: C. Scott Kirk $350 per hour Paralegals $100 per hour The Debtor paid the firm a retainer of $8,788. 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: C. Scott Kirk, Esq. C. Scott Kirk, Attorney at law, PLLC 1025C Director Court Greenville, NC 27858 Phone: (252) 689-6249 Email: scott@csklawoffice.com About Conn Corp. LLC Conn Corp. LLC, doing business as Thompson Nursery, Thompson, Thompson Nursery Inc., and Thompson Power Equipment, is a professional landscaping company that offers irrigation systems, hardscapes, landscaping, tree and stump removal, and turf maintenance services. Conn Corp. LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03563) on October 11, 2024. In the petition filed by Maria Conn, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Pamela W. Mcafee handles the case. The Debtor is represented by C. Scott Kirk, Esq. at C. Scott Kirk, Attorney at Law, PLLC. COTY INC: Notes Collateral Release No Impact on Moody's 'Ba2' CFR ----------------------------------------------------------------- Moody's Ratings said Coty Inc.'s Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba2 senior secured revolving credit facilities and notes ratings, B1 senior unsecured note ratings, SGL-1 speculative grade liquidity rating, and positive outlook are unchanged following the company's guarantee and collateral release on senior secured notes. In September 2024, Coty Inc. (Ba2 positive) received investment grade ratings on its senior secured debt from two out of three rating agencies designated in the company's indentures. As a result, guarantees and collateral were automatically released for Coty's secured notes with maturities in 2027-2030. Because the notes contain guarantee and collateral spring back provisions if the notes no longer have investment grade ratings from two out of three rating agencies, Moody's anticipate that the notes would have security in the event of a default. As a result, Coty's Ba2 senior secured debt ratings and B1 senior unsecured note rating are not affected. Moody's consider the 2027-2030 notes as remaining secured when evaluating instrument debt ratings based on Moody's loss given default framework. Coty's Ba2 Corporate Family Rating and positive outlook are not affected. The upgrade of the 2027-2030 notes to investment-grade by two of three rating agencies satisfies the indenture provisions that automatically suspend guarantees and release collateral pledged to the notes. Coty also has two series of senior secured notes that are set to mature in April 2026 that include a guarantee fall-away provision when the notes are upgraded to investment grade. The liens of the guarantors are also automatically released when the guarantees are released. This means the collateral pledged to the notes will only come from Coty Inc. but not the assets of the guarantors after the instrument ratings were upgraded to investment grade by two out of the three rating agencies. Moody's anticipate that liens on the guarantors' assets will be reinstated if the guarantees are reinstated. Coty Inc. only holds equity interests in its subsidiaries and has no revenue-generating assets. The company's secured debt consists of the $2.0 billion revolver and the six series of secured notes - two that mature in April 2026 that contain a guarantee fall-away provision and release of liens for the guarantors but not the issuing entity Coty Inc., and four that contain guarantees and security fall-away provisions - one in May 2027, one in September 2028, one in January 2029, and one in July 2030. The secured debt's Ba2 ratings are the same as the Ba2 CFR. The secured debt represents the preponderance of debt in the capital structure. The B1 rating on the 250 million Euro senior unsecured notes is two notches lower than the CFR. In the event of a default on the current debt structure, Moody's anticipate the notes would be the only unsecured notes in the capital structure. The rating reflects the effective subordination to about $3.7 billion of secured debt that would weaken recovery in the event of a default. The notes benefit from upstream guarantees from Coty's domestic subsidiaries. Coty Inc., a public company headquartered in New York, NY, is a manufacturer and marketer of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 150 countries. The company generated roughly $6.1 billion in revenue for fiscal year 2024 ending June 30, 2024. Coty is 51% owned by investment firm JAB Holding Company S.a r.l. (JAB), with the rest publicly traded or owned by management. CTS LOGISTICS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: CTS Logistics Group, LLC 370 Camacho Rd. Calexico CA 92231 Chapter 11 Petition Date: October 24, 2024 Court: United States Bankruptcy Court Southern District of California Case No.: 24-03957 Debtor's Counsel: Charles E. Brumfield, Esq. LAW OFFICES OF CHARLES E. BRUMFIELD 9391 Broadview Ave. San Diego CA 92123 Tel: 619-417-6800 Email: lawceboffice@gmail.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Marco Morales 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/GNEQZUY/CTS_Logistics_Group_LLC__casbke-24-03957__0001.0.pdf?mcid=tGE4TAMA CYBERJIN LLC: Authority to Use Cash Collateral Terminated Oct. 1 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division conducted a continued hearing on Oct. 3 for Cyberjin, LLC's motion to use cash collateral. The motion, filed by the company, requested the use of cash collateral from secured creditors, including the U.S. Small Business Administration, Bank of Tampa, and Lake Michigan Credit Union. The Bank of Tampa had previously submitted a limited objection to the motion. During the hearing, the court considered arguments and objections raised, ultimately ruling that Cyberjin's authority to use cash collateral terminated on Oct. 1. About Cyberjin LLC Cyberjin, LLC is a developer of an AI recruiting software platform in Saint Petersburg, Fla. Cyberjin sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03129) on May 31, 2024, with total assets of $120,092 and total liabilities of $1,258,248. Alexander Rolintis, manager, signed the petition. Judge Roberta A. Colton oversees the case. The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A. DALRADA FINANCIAL: Assurance Dimensions Steps Down as Auditor ------------------------------------------------------------- Dalrada Financial Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on October 11, 2024, Assurance Dimensions resigned as Dalrada's independent registered public accounting firm. AD chose to cease their service as the Company's accountants after substantial deliberation. AD was engaged to audit the Company's consolidated financial statements of the Company for the fiscal year ended June 30, 2024, review the March 31, 2024 quarter as well as the subsequent quarters going forward. AD completed its review of the quarter ending March 31, 2024. During the fiscal year ended June 30, 2024 and during the pertinent prior and subsequent interim periods, there were no disagreements with AD on any accounting principles or practices, financial statement disclosure or auditing scope or procedure's that, if not resolved to AD's satisfaction, would have caused AD to make reference to the subject matter of the disagreement in connection with its audit report. About Dalrada Dalrada Financial Corporation has five business divisions: Genefic, Dalrada Climate Technology, Dalrada Precision Manufacturing, Dalrada Technologies, and Dalrada Corporate. Within each of these divisions, the Company drives transformative innovation while creating solutions that are sustainable, accessible, and affordable. Dalrada's global solutions directly address climate change, gaps in the health care industry, and technology needs that facilitate a new era of human behavior and interaction and ensure a bright future for the world around us. In its Quarterly Report for the three months ended March 31, 2024, Dalrada disclosed that the continuation of the Company as a going concern is dependent upon the continued financial support from related parties, its ability to identify future investment opportunities, obtain the necessary debt or equity financing, and generate profitable operations. The Company had net losses of approximately $13.1 million, an accumulated deficit of $154.8 million, and net cash used in operations of $5.7 million for the nine months ended March 31, 2024. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of 12 months from the issue date of the report. As of March 31, 2024, Dalrada had $30.17 million in total assets, $21.35 million in total liabilities, and $8.82 million in total stockholders' equity. DALRADA FINANCIAL: Two Directors Step Down ------------------------------------------ Dalrada Financial Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Vince Monteparte and Heather K. McMahon resigned as directors of the Company on October 11 and October 14, 2024, respectively. The resignations were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. About Dalrada Dalrada Financial Corporation has five business divisions: Genefic, Dalrada Climate Technology, Dalrada Precision Manufacturing, Dalrada Technologies, and Dalrada Corporate. Within each of these divisions, the Company drives transformative innovation while creating solutions that are sustainable, accessible, and affordable. Dalrada's global solutions directly address climate change, gaps in the health care industry, and technology needs that facilitate a new era of human behavior and interaction and ensure a bright future for the world around us. Going Concern In its Quarterly Report for the three months ended March 31, 2024, Dalrada disclosed that the continuation of the Company as a going concern is dependent upon the continued financial support from related parties, its ability to identify future investment opportunities, obtain the necessary debt or equity financing, and generate profitable operations. The Company had net losses of approximately $13.1 million, accumulated deficit of $154.8 million, and net cash used in operations of $5.7 million for the nine months ended March 31, 2024. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of 12 months from the issue date of the report. As of March 31, 2024, Dalrada had $30.17 million in total assets, $21.35 million in total liabilities, and $8.82 million in total stockholders' equity. DAWKINS DEVELOPMENT: Unsecureds to Get 100% via Quarterly Payments ------------------------------------------------------------------ Dawkins Development Group Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York a Subchapter V Plan of Reorganization dated September 12, 2024. The Debtor is a licensed contractor that provides home remodeling and renovation services. The Debtor also provides full-scope architectural and environmental planning services including demolition, waterproofing and mold removal. Facing challenges akin to many businesses, the Debtor experienced setbacks from the financial strain caused by the COVID-19 pandemic. The Debtor obtained a COVID-19 economic injury disaster loan with the U.S. Small Business Administration (the "EIDL Loan") which helped the Debtor continue its operations during and after the COVID-19 pandemic. However, when the payments started on the EIDL Loan, the Debtor was not able to make the monthly payments. Further, the Debtor was involved in a lawsuit related a prior project where the homeowner asserted claims against the Debtor for breach of contract, and the Debtor asserted claims against the homeowner for outstanding receivables due to the Debtor under the contract, captioned Ranganathan Purushotha v. Dawkins Development Group, Inc., Daniel Dawkins, and John and Jane Does 1-10, pending in New York Supreme Court, Queens County, Index No. 724812/2020 (the "State Court Action"). Notwithstanding the Debtor's best efforts, he could not resolve the State Court Action. Although the Debtor has recently strengthened its operations, because of the overwhelming amount of debt, it filed this Chapter 11 Case in order to reorganize its financial affairs. Class 2 shall consist of the Allowed Unsecured Claims. Each holder of an Allowed General Unsecured Claim shall receive payment in full, in Cash, from the Debtor's cash on hand (not required for operations) and its projected disposable income payable in 12 equal quarterly payments in the amount of $21,350, which shall be distributed, Pro Rata, to each holder of an Allowed Unsecured Claim commencing on the Plan Effective Date, and thereafter on the 30th day of December, March, June, and September, of each year, and concluding on June 2027. The Debtor estimates a 100% distribution to Class 2 Claims. The holders of the Class 2 Claims are not impaired. Class 3 consists of Equity Interests in the Debtor. The holder of the Class 3 Equity Interest is Daniel S. Dawkins. Upon the Effective Date, the Class 3 Equity Interest holder shall retain his interest in the Debtor but shall not receive any distribution on account of such Interest during the pendency of the Plan. Class 3 Equity Interests are not impaired pursuant to Section 1124 of the Bankruptcy Code and are deemed to accept the Plan. The Plan will be funded from the Debtor's Cash on hand and disposable income over the three-year period following the Effective Date. On or before the Effective Date of the Plan, the Debtor shall deposit into an escrow account maintained by its counsel the amount necessary to fund the initial distribution under the Plan. A full-text copy of the Subchapter V Plan dated September 12, 2024 is available at https://urlcurt.com/u?l=iXhV2T from PacerMonitor.com at no charge. Attorneys for the Debtor: Julie Cvek Curley, Esq. Jessica M. Hill, Esq. Kirby Aisner & Curley LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: jcurley@kacllp.com About Dawkins Development Group Dawkins Development Group Inc. is a licensed contractor that provides home remodeling and renovation services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22537) on June 14, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Sean H. Lane presides over the case. Julie Cvek Curley Kirby, Esq., at Aisner & Curley LLP, is the Debtor's legal counsel. DIAMOND OFFSHORE: Moody's Confirms 'B2' CFR, Outlook Stable ----------------------------------------------------------- Moody's Ratings confirmed Diamond Offshore Drilling, Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating, and upgraded Diamond Foreign Asset Company's backed senior secured 2nd lien notes to B2 from B3, with a stable outlook. Previously, the rating was on review for upgrade. This action concludes the ratings review initiated on June 10, 2024 following Diamond's agreement to be acquired by Noble Corporation plc (Noble Corp, unrated). Shortly following this rating action, Moody's will withdraw Diamond's and Diamond Foreign Asset Company's ratings, as the company will lack sufficient information going forward to maintain ratings. Diamond's SGL-2 Speculative Grade Liquidity rating was withdrawn concurrently with this rating action. RATINGS RATIONALE The confirmation of Diamond's B2 CFR reflects its improving earnings and revenue backlog and declining financial leverage. The company will benefit from its acquisition by Noble Corp - a larger, more diversified and financially stronger company that will facilitate Diamond in marketing rigs, reducing costs and accessing cheaper capital. The acquisition closed in September 2024. Diamond Foreign Asset Company's senior secured notes were upgraded to Diamond's B2 CFR level given the notes represent the only class of remaining debt under Diamond following the termination of Diamond's secured revolving facility at merger closing, which had a priority claim to the company's assets over the senior secured notes. Moody's have decided to withdraw the rating(s) because Moody's believe Moody's have insufficient or otherwise inadequate information to support the maintenance of the rating(s). Diamond Offshore Drilling, Inc. (renamed as Noble Offshore Drilling, Inc. following the merger) is a wholly-owned subsidiary of Noble Corporation plc, which is publicly traded and one of the world's largest providers of contract drilling services to the offshore oil and gas industry. Following the Diamond acquisition, Noble Corporation's primary operating subsidiaries are Noble Finance II LLC (Ba3 stable) and Noble Offshore Drilling, Inc. The principal methodology used in these ratings was Oilfield Services published in January 2023. DIOCESE OF NEW ORLEANS: Claims to be Paid From Settlement Trust --------------------------------------------------------------- The Roman Catholic Church of the Archdiocese of New Orleans filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a Disclosure Statement for the Plan of Reorganization dated September 13, 2024. Erected in 1793, and originally known as the Diocese of Louisiana and the Florida, the Archdiocese of New Orleans was a joint creation of the king of Spain and the Pope. Since 1977, the Archdiocese operates in the following eight civil parishes in the metropolitan New Orleans area, covering 4,208 square miles (the "Region"): Jefferson; Orleans; Plaquemines; St. Bernard; St. Charles; St. John the Baptist; St. Tammany; and Washington. Today, excluding retired Archdiocesan Priests and retired deacons, parishioners in the Region are served by approximately 119 Archdiocesan Priests and 142 deacons. Under the Plan, a trust will be formed for the payment of Abuse Claims (the "Settlement Trust"), and all Abuse Claims will be channeled to, and assumed by, the Settlement Trust. The Settlement Trustee is an independent third party, who acts pursuant to a Settlement Trust Agreement, a Settlement Trust Distribution Protocol (the "Allocation Protocol"), and related documents (with the Settlement Trust Agreement and Allocation Protocol, the "Settlement Trust Documents"). The Plan also provides for the appointment of an Abuse Claims Reviewer, who is also an independent third party, who evaluates Abuse Claims for the purpose of payments from the Settlement Trust ("Settlement Trust Distributions") in accordance with the Allocation Protocol and other Settlement Trust Documents. Abuse Claims include any Known Abuse Claim or Unknown Abuse Claim against the Archdiocese, other Protected Parties, and Settling Insurers that arise out of, relate to, or result in Abuse. The Settlement Trust will be funded with (a) the Archdiocese's Settlement Consideration, (b) the Non-Debtor Catholic Entities Settlement Consideration, (c) the Settling Insurers' Settlement Consideration, if any, and (d) the Participating Religious Orders' Consideration, if any. In summary, contributions to the Settlement Trust will be comprised of (a) Cash in aggregate the amount of $62,500,000, (b) the Debtor and Apostolate Contributed Real Property, and (c) the assignments of the Covered Parties' Insurance Claims. The Archdiocese's Settlement Consideration. The Archdiocese's Settlement Consideration includes the following, as set forth in Section 5.2(a) of the Plan and Plan Supplement 5.2(a): * On the Effective Date, the Archdiocese will transfer Cash in the amount of $50,000,000 to the Settlement Trust. * On the Effective Date, the Archdiocese will transfer and assign its interests in the Covered Entities' Insurance Claims related to the Non-Settling Insurers' Policies to the Settlement Trust. * On or before the Effective Date, the Archdiocese will retain a real estate broker to market, for sale, the Archdiocese's Contributed Real Property, as will be shown on Plan Supplement 5.2(a). The Non-Debtor Catholic Entities' Settlement Consideration. The Non-Debtor Catholic Entities' Settlement Consideration includes the following, as set forth in Section 5.2(b) of the Plan and Plan Supplement 5.2(b): * On the Effective Date, the Non-Debtor Catholic Entities will transfer Cash in the amount of $12,500,000 to the Settlement Trust. * On the Effective Date, the Non-Debtor Catholic Entities will transfer their interests in the Covered Entities' Insurance Claims related to the Non-Settling Insurers' Policies to the Settlement Trust. * On or before the Effective Date, each applicable Non-Debtor Catholic Entity will retain a real estate broker to market, for sale, the applicable Non-Debtor Catholic Entity's Contributed Real Property, as will be shown on Plan Supplement 5.2(b). Each Abuse Claimant who holds a Known Abuse Claim may elect to be treated as an Abuse Claimant who holds a Known Abuse Convenience Claim, thereby making such electing Abuse Claimant eligible to receive a one-time payment of $25,000.00 To make this election, on or before the Voting Deadline, the Abuse Claimant must exercise the option provided in the applicable Ballot or Notice of Non Voting Status, as described in the Disclosure Statement Order and the applicable Ballot or Notice of Non-Voting Status. After timely exercising such option, each electing Abuse Claimant will have thirty days from the Confirmation Date to tender a sworn statement in the form that will be Filed as Plan Supplemental 3.4 (the "Known Abuse Convenience Claim Sworn Statement"). Class 9 consists of General Unsecured Claims. Pursuant to Section 4.9 of the Plan, unless otherwise agreed in a written agreement between the applicable Creditor and the Debtor or Reorganized Debtor (as applicable), in full and final satisfaction of, and in exchange for, each General Unsecured Claim, the Reorganized Debtor will pay each Creditor holding an Allowed General Unsecured Claim Cash equal to the principal amount of such Claim within fifteen days from the later of (a) the Effective Date, and (b) the date such Claim becomes an Allowed Claims. The Debtor estimates that, as of the Effective Date, the Allowed General Unsecured Claims will be approximately $1.4 million, excluding unliquidated Non Abuse Claims. The Debtor believes that the Financial Projections and Projected Sources and Uses of Cash demonstrate that the Archdiocese will be able to fund the Plan on the Effective Date and that the Reorganized Debtor will be able to make all payments required pursuant to the Plan. A full-text copy of the Disclosure Statement dated September 13, 2024 is available at https://urlcurt.com/u?l=4GFcmJ from PacerMonitor.com at no charge. Counsel to the Debtor: R. Patrick Vance, Esq. Elizabeth J. Futrell, Esq. Mark A. Mintz, Esq. Samantha A. Oppenheim, Esq. Jones Walker LLP 201 St. Charles Avenue, 51st Floor New Orleans, LA 70170 Telephone: (504) 582-8000 Facsimile: (504) 589-8260 Email: pvance@joneswalker.com Email: efutrell@joneswalker.com Email: mmintz@joneswalker.com Email: soppenheim@joneswalker.com About Roman Catholic Church of the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano& Company, Inc., is the claims agent. The U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on May 20, 2020. The committee is represented by the law firms of Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. DIOCESE OF SYRACUSE: Plan's 3rd Party Releases Face Objections -------------------------------------------------------------- Ben Zigterman of Law360 reports that the U.S. Trustee's Office and several insurers have opposed the opt-out mechanism for third-party releases in the Roman Catholic Diocese of Syracuse, New York's latest Chapter 11 plan. They argue that these releases are prohibited under the U.S. Supreme Court's recent ruling in the Purdue Pharma case. In its objection to the Disclosure Statement filed in support of the Fourth Amended Joint Plan of Reorganization filed on Sept. 13, 2024, by the Debtor and the Official Committee of Unsecured Creditors, the U.S. Trustee said that the proposed Disclosure Statement should not be approved because it supports a Plan that is contrary to the Bankruptcy Code, United States Supreme Court precedent, and applicable state law for the following separate and independent reasons: * The Plan provides non-consensual releases to non-debtor third parties of claims and causes of action held by claimants and other stakeholders, contrary to the United States Supreme Court precedent in Harrington v. Purdue Pharma, L.P., 603 U.S. __, 144 S. Ct. 2071 (2024). * The Plan inappropriately requires claimants to "opt out" or file an objection to the Plan to contest third-party releases. (Opt-outs are not consent). * The Plan inappropriately coerces abuse claimants to "opt out" through a difficult and cumbersome process that punishes those who opt out of the releases by limiting distributions on such claimants’ estate claims and curtailing claimants' litigation rights, if they choose to exercise their right to "opt out". "The Plan Proponents attempt to circumvent the Purdue Pharma decision by proposing the Plan, which would have this Court treat inaction and silence (indeed, even inadvertence) as an expression of consent. The United States Trustee objects. Consent requires an express manifestation of agreement. The Court should require the Plan Proponents to remove the non-consensual release provisions or require the Plan Proponents to obtain actual consent to third-party releases," the U.S. Trustee said. About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York -- http://www.syracusediocese.org/-- through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school-related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. The Roman Catholic Diocese of Syracuse, New York filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. Bond, Schoeneck and King, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor also tapped Mullen Coughlin LLC as special counsel, Arete Advisors LLC as cybersecurity consultant, and Moxfive LLC as technical advisor. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research Group, LLC, as its bankruptcy counsel, local counsel and financial advisor, respectively. DIOCESE OF SYRACUSE: Updates Abuse Claims Pay; Files Amended Plan ----------------------------------------------------------------- The Roman Catholic Diocese of Syracuse, New York, submitted a Disclosure Statement in support of Fourth Amended Joint Chapter 11 Plan of Reorganization dated September 13, 2024. The Plan provides for the financial restructuring of the Diocese and the settlement of all, or substantially all, Claims against the Diocese, including, without limitation, the settlement of all Abuse Claims against the Diocese and the Participating Parties. The Plan (i) provides for payment in full of all Administrative Claims, Priority Tax Claims, Non-Tax Priority Claims, Professional Fee Claims, and U.S. Trustee Fee Claims, (ii) modifies the rights of holders of certain Allowed Secured Claims in accordance with section 1123(b)(5) of the Bankruptcy Code, (iii) leaves unimpaired any Pass-Through Claims, (iv) provides deferred payments equal to the full Allowed amount of any General Unsecured Claims, and (v) establishes the Abuse Claims Settlement Fund to be held by the Trust to compensate holders of Abuse Claims. Inbound Contribution Claims against the Diocese are disallowed and extinguished pursuant to the Plan. The Plan provides that funding for the Trust and the Abuse Claims Settlement Fund will be provided from, among other potential sources of recovery, a monetary contribution by the Diocese and other Participating Parties in the aggregate amount of up to $100,000,000, which may include up to $15 million to be evidenced by the DOS Trust Note (the "Catholic Family Contribution"). The Diocese anticipates that it will fund approximately half of the Catholic Family Contribution, with the remaining portion to be funded by the other Participating Parties. The Plan also provides for the assignment of certain Insurance Claims to the Trust. The Plan establishes a Trust funded by: (i) the Catholic Family Contribution; and (ii) the assignment to the Trust of certain Insurance Claims against Non-Settling Insurers (the foregoing are, collectively, the "Trust Assets"). The Trustee will liquidate the Trust Assets and distribute the proceeds to the Abuse Claimants, pursuant to the procedures contained in the Allocation Protocol. Distributions to Abuse Claimants may be subject to fee agreements between an Abuse Claimant and their legal counsel. The releases contained in the Plan are an integral part of the Diocese's overall restructuring efforts and were an essential element of the negotiations among the parties and in obtaining the support of the Diocese and the Participating Parties for the Plan. Each Abuse Claimant has the ability to exempt itself from the releases and channeling injunction provisions of the Plan relating to the Participating Parties by affirmatively withholding consent or "opting out" of such releases and injunctions on the Abuse Claim Ballot. By indicating a withholding of consent, however, such Abuse Claimant will be deemed a Non-Participating Abuse Claimant and will be subject to the treatment set forth in the Plan. Consenting Abuse Claimants under the Plan are deemed to have released the Diocese and the Participating Parties, and Consenting Abuse Claims are subject to a channeling injunction. A Consenting Abuse Claimant is any holder of an Abuse Claim who has not either (i) affirmatively indicated on their Abuse Claim Ballot that they are withholding their consent to the releases and injunctions provided for in the Plan with respect to the Protected Parties; or (ii) Filed a timely objection to confirmation of the Plan indicating that they are withholding their consent to the releases and injunctions provided for in the Plan with respect to the Protected Parties. Holders of Class 5 Abuse Claims that do not affirmatively opt-out of the release and injunction provisions set forth in the Plan, in each case, will be deemed to consent to these terms. Third Amended Plan and Supreme Court Decision in Purdue Pharma The Third Amended Joint Chapter 11 Plan of Reorganization for the Roman Catholic Diocese of Syracuse, New York (the "Third Amended Plan") and the Disclosure Statement in Support of the Third Amended Plan (the "Prior Approved Disclosure Statement") contained a statement regarding the Second Circuit's decision in In re Purdue Pharma L.P., 69 F.4th 45, 72-75 (2d Cir. 2023), which provided that bankruptcy courts had the statutory authority to grant non-consensual third-party releases pursuant to sections 105(a) and 1123(b)(6) of the Bankruptcy Code was timely appealed, and the Supreme Court had, at the time of the approval of the Prior Disclosure Statement, granted certiorari to consider the issue. After the Prior Disclosure Statement, Third Amended Plan and other related balloting and plan documents were served and voting had commenced on the Third Amended Plan, on June 27, 2024, the Supreme Court issued its decision in Harrington v. Purdue Pharma L.P., No. 23-124 (the "Purdue Decision"). In the Purdue Decision, the Supreme Court ruled that a bankruptcy court does not have the authority to issue nonconsensual releases discharging creditors' claims against non-debtor entities. In the two months since the Purdue Decision was rendered, the Diocese, Committee and Participating Parties worked to address the required revisions to the Third Amended Plan to address the Purdue Decision and negotiated revisions to the Third Amended Plan to provide that releases granted by Abuse Claimants to Participating Parties will be deemed consensual. It is a condition to the Effective Date that all holders of Abuse Claims be Consenting Abuse Claimants. Class 5 Claims include all Filed Abuse Claims. The Plan provides for the establishment of the Trust to fund Distributions to Class 5 Claimants. The Trust shall be funded as provided in Section 8 of the Plan. Distributions from the Trust shall be made to Class 5 Claimants on a fair and equitable basis, pursuant to and in accordance with the Plan, the Trust Agreement, and the Allocation Protocol, which shall represent the sole recovery available to Class 5 Claimants in respect to any obligation owed by the Protected Parties. As of the Effective Date of the Plan, the liability of the the Diocese for all Class 5 Claims, and the liability of the Participating Parties for all Class 5 Claims other than Non Participating PP Abuse Claims, shall be fully assumed by the Trust, without any further order from the Bankruptcy Court or further action from any party, and pursuant to the Channeling Injunction set forth in the Plan. All Class 5 Claims shall be satisfied solely from the Trust as set forth in the Plan, the Trust Agreement, and the Allocation Protocol. Each Non-Participating Abuse Claimant shall receive, in full and final satisfaction of their Non-Participating DOS Abuse Claim: (i) a Distribution from the Diocese Abuse Claims Settlement Sub-Fund in the amount of $1,000; and (ii) the opportunity to establish an entitlement to further Distributions from the Diocese Abuse Claims Settlement Sub-Fund solely as provided for in Section 4.4 of the Plan and the Allocation Protocol. If a Non-Participating Abuse Claimant wishes to obtain a Distribution in excess of the default Distribution set forth in Section 1, he or she must first execute and deliver to the Diocese and Trustee a Non-Participating Litigation Claimant Agreement. A full-text copy of the Disclosure Statement dated September 13, 2024 is available at https://urlcurt.com/u?l=2WFDCu from PacerMonitor.com at no charge. Counsel to The Roman Catholic: Stephen A. Donato, Esq. Charles J. Sullivan, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8000 Fax: (315) 218-8100 E-mail: donatos@bsk.com sullivc@bsk.com walterg@bsk.com About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York --http://www.syracusediocese.org/-- through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school-related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. The Roman Catholic Diocese of Syracuse, New York filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. Bond, Schoeneck and King, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor also tapped Mullen Coughlin LLC as special counsel, Arete Advisors LLC as cybersecurity consultant, and Moxfive LLC as technical advisor. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research Group, LLC, as its bankruptcy counsel, local counsel and financial advisor, respectively. DISTINCTIVE CORP: Cash Collateral Use Extended to Nov. 14 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Jose Division approved a stipulation entered into by Distinctive Corporation's Subchapter V Trustee and secured creditors, allowing the company to use cash collateral until Nov. 14. The order, signed by Judge M. Elaine Hammond, authorized the company to continue using the cash collateral of First Bank and Newtek Small Business Finance, LLC on the same terms set forth under the bankruptcy judge's May 7 interim order. The next hearing on the use of cash collateral and the plan review conference have been rescheduled to Nov. 14. About Distinctive Corporation Distinctive Corporation started in 2005 with a full-service restaurant to what is now called Ale House and Bistro in Gilroy, Calif. Distinctive sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-50603) on April 24, 2024, with $34,500 in assets and $3,149,772 in liabilities. Distinctive President Jung Albright signed the petition. Judge M. Elaine Hammond presides over the case. Douglas A. Crowder, Esq., at Crowder Law Center, PC, is the Debtor's bankruptcy counsel. DLINAS PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Dlinas Properties LLC 3223 Warder St NW Unit 2 Washington DC 20011 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: October 21, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00362 Judge: Hon. Elizabeth L Gunn Debtor's Counsel: Daniel Press, Esq. CHUNG & PRESS, P.C. 6718 Whittier Ave Ste 200 McLean VA 22101 Tel: 703-734-3800 Email: dpress@chung-press.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Juana Rosa Minano as sole/managing member. The Debtor filed an empty 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/37D4T6Q/Dlinas_Properties_LLC__dcbke-24-00362__0001.0.pdf?mcid=tGE4TAMA DRW HOLDINGS: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has affirmed DRW Holdings, LLC's Corporate Family Rating at Ba2, as well as its long-term Issuer Rating at Ba3 and the rating of its senior secured first lien term loan at Ba3 and changed the outlook to stable from negative. RATINGS RATIONALE The affirmation of the Ba2 CFR reflects DRW's solid financial performance in 2024 to date and its position and track record as a technology-driven trading organization that commands strong market shares in numerous futures and options contracts. DRW is diversified by trading strategy, asset class and venue, which provides some cushion against shifting trading environments. In addition, DRW's stable and experienced management team has demonstrated an ability to nimbly respond to changing market conditions, which has benefitted trading revenues. The change in DRW's outlook to stable from negative reflects Moody's view of the declining risk to DRW creditors, relative to earnings and capital, presented by DRW's portfolio of commercial real estate (CRE) investments. DRW intends to reduce the size of this portfolio over the next two to three years to free up capital that can be reinvested in core trading businesses as opportunities arise. DRW maintains a portfolio of CRE investments, diversified by geography and by property type including office, multi-family, hotel, retail and other property types. The CRE portfolio is less-liquid than its trading assets, but the portfolio faces limited financing maturities through 2025 providing DRW with flexibility to liquidate the portfolio in an orderly manner. Moody's stable outlook anticipates that any losses, relative to current marked values, would be manageable relative to DRW's through-the-cycle earnings from its trading businesses. Notwithstanding these positive features of DRW's CRE activities, the CRE sector itself is undergoing a period of uncertainty and challenges, which could adversely affect DRW should there be a sustained period of declining CRE values and sectoral strains. Generally, DRW has been able to liquidate CRE holdings at levels close to their respective fair market valuations. The Ba2 CFR also reflects DRW's limited diversification into less capital-intensive businesses and the high level of operational risk of its trading activities. The inherent operational risk of its high-volume high-frequency trading could result in rapid and severe losses and a contraction in available liquidity and funding in the event of a severe risk management failure. To manage these risks, DRW's has been adding and diversifying its prime brokerage relationships, something Moody's consider to be important credit positive development. The firm also maintains a liquidity reserve, held in readily available cash and liquid instruments, which covers observed historical liquidity requirements measured at a high confidence level. DRW's trading often involves arbitraging closely related risk positions across cash and derivatives markets and across venues with several counterparties. This can result in large balances of risk, financing, and settlement positions. Although the market risk of these positions is closely related and offset, these strategies can be balance sheet intensive and generate high levels of reported leverage. DRW carefully controls this risk through its emphasis on liquid instruments, diversification of funding counterparties and by shrinking the balance sheet when market opportunities recede. DRW also maintains a smaller portfolio of less liquid venture capital investments. The venture capital portfolio focuses on applied technologies to enhance DRW's trading capabilities or opportunities. While Moody's expect these investments to continue, Moody's also expect that any losses associated with this portfolio to be modest in relation to earnings and capital. A significant increase in exposure to such investments would be credit negative. The rating affirmation also incorporates Moody's expectation that the US Securities and Exchange Commission's recent complaint filed against Cumberland DRW LLC will not have significant financial consequences for DRW. This is based on Cumberland DRW's relatively small size which Moody's believe should limit the impact that any potential fine or disgorgement of earnings or cessation of activity at Cumberland DRW would have on DRW's consolidated financial profile. The one notch differential between the Ba2 CFR and the holding company's Ba3 issuer and bank credit facility ratings recognizes the holding company's structural subordination to DRW's operating companies, where the preponderance of the group's debt and debt-like obligations reside. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS DRW's ratings could be upgraded if the firm completes the reduction of its CRE investment portfolio and if it diversifies its revenue through the development of lower risk business activities as well as expanding its key prime brokerage and counterparty relationships resulting in a more durable liquidity profile. DRW's ratings could be downgraded should it increase its risk appetite or suffer from a risk management or operational failure; incur substantial losses on its CRE or venture portfolio relative to its through-the-cycle trading earnings; suffer reduced profitability from changes in the market or regulatory environment; increase its capital distributions in a manner that is not commensurate with its historic trends; increases its investments in less liquid assets; or change its funding mix to a significantly heavier weighting towards long-term debt and away from equity. The principal methodology used in these ratings was Securities Industry Market Makers published in June 2024. EDMOUNDSON STEEL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Edmoundson Steel Erection, Inc. 5517A Wheeler Avenue Fort Smith, AR 72901 Business Description: The Debtor is a manufacturer of architectural and structural metals. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court Western District of Arkansas Case No.: 24-71778 Judge: Hon. Bianca M Rucker Debtor's Counsel: Stanley V. Bond, Esq. BOND LAW OFFICE 525 S. School Ave. Suite 100 Fayetteville, AR 72701 Tel: 479-444-0255 Fax: 479-235-2827 Email: attybond@me.com Total Assets: $345,362 Total Liabilities: $1,179,018 The petition was signed by John Bailey as owner. 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/LLSDBTA/Edmoundson_Steel_Erection_Inc__arwbke-24-71778__0001.0.pdf?mcid=tGE4TAMA EL DORADO GAS: To Sell Lot and Equipment at Auction --------------------------------------------------- Dawn Ragan, the Trustee for the bankruptcy estates of debtors Hugoton Operating Company Inc. and El Dorado Gas & Oil Inc., Independent Manager of Bluestone Natural Resources II, and Independent Director of World Aircraft Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to sell vehicles, equipment, and other personal property in an online auction, free and clear of liens, claims, rights, encumbrances, and other interests. The Trustee identifies extensive amounts of equipment, machinery and other personal property owned by the Debtors which are stored and housed in over 37 different locations across several states and Canada. The Trustee retains Tiger Capital Group, LLC to assist with the process of inventorying, cataloging, and, where appropriate, selling each item of equipment. The Trustee believes the proposed sale terms and procedures will facilitate an orderly and efficient sale of the Equipment, and has requested to dispose of it through auction. The Trustee proposes that the sale will be conducted through virtual Auction on or after November 19, 2024 at 10:00 a.m. (Central Time) for the Equipment and Lots 3001-3500 that are located at 1085 Hwy 80, Jackson, MS. The Auction will be advertised online and in print -- Tiger Capital intends to publish notice on its website -- and via electronic mail distribution lists, print and regular mail campaigns. At Tiger Capital's suggestion, the Trustee will also send direct mailings to targeted recipients, engage in telemarketing campaigns and engage a public relations company to assist with the promotion of auction sales. The Trustee also maintains that the Equipment will be sold "as is", "where is", without any representations of any kind or nature whatsoever, including as to merchantability or fitness for a particular purpose, and without warranty or agreement as to the condition of such personal property. The chapter 11 trustee, Escambia Trustee, for Escambia Operating Company LLC, Escambia Asset Company LLC, and Blue Diamond Energy Inc. have asserted an interest in certain property, while two other parties, JWH Machining and Fab LLC and Joe Adair, have asserted potential interests in the equipment. About El Dorado Gas & Oil Inc. and Hugoton Operating Company Hugoton and El Dorado are both Arkansas corporations engaged in the exploration, production, and development of crude oil and natural gas properties. El Dorado is a lease holder and operator of oil and gas wells covering about 4,000 net acres in South Texas. El Dorado also owns a substantial amount of oil field equipment and owns real estate in multiple locations and states. Hugoton also owns oil and gas interests and operates wells in South Texas. Hugoton Operating Company, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51139) on Aug. 14, 2023. El Dorado Gas & Oil, Inc., a company in Gulfport, Miss., filed Chapter 11 petition (Bankr. S.D. Miss. Case No. 23-51715) on Dec. 22, 2023, with $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Thomas L. Swarek, president, signed the petition. Judge Katharine M Samson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is Debtor Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc.'s counsel. R.Michael Bolen, Esq., at Hood & Bolen, PLLC; and Nancy Ribaudo, Esq., Katherine Hopkins, Esq., and Joseph Austin, Esq., at Kelly Hart & Hallman LLP, serve as counsel to Dawn Ragan, Chapter 11 Trustee for El Dorado Gas & Oil, Inc. and Hugoton Operating Company, Inc. EYEMART EXPRESS: Moody's Alters Outlook on 'B2' CFR to Developing ----------------------------------------------------------------- Moody's Ratings changed Eyemart Express, LLC's outlook to developing from negative following the announcement [1] by VSP Vision International Inc. that it has signed a definitive agreement to acquire Eyemart. At the same time, Moody's affirmed all other ratings including Eyemart's B2 corporate family rating, its B2-PD probability of default rating and its B2 backed senior secured first lien bank credit facilities ratings. On October 9, 2024, VSP Vision, a company focused on eye health insurance and other adjacent eye car businesses, announced plans to acquire Eyemart Express, LLC. Terms of the transaction have not been disclosed. The transaction is subject to customary closing conditions including applicable regulatory approvals. The change in outlook to developing reflects governance considerations particularly Eyemart's pending acquisition by VSP Vision and that the terms of the transaction have not been disclosed. As VSP Vision is a private company, it does not publicly report any financial information. It also reflects that Eyemart's existing debt is expected to be repaid upon closing. Following the repayment of Eyemart's debt, Moody's expect to withdraw the existing Eyemart ratings. The change in outlook to developing also reflects that should the transaction not close, Eyemart would need to refinance its revolving credit facility well ahead of its August 2025 maturity and see an improvement in revenue and EBITDA as a standalone entity over the next 12-18 months, absent which there would be downward rating pressure. RATINGS RATIONALE Eyemart's B2 CFR is constrained by the company's high leverage at 5.6x and weak EBITA/interest coverage of 1.1x as of June 30, 2024 and governance considerations, specifically Eyemart's potential for aggressive financial strategies as a private equity controlled company. Looking ahead, Moody's expect metrics to improve with debt/EBITDA of approximately 4.75x and EBITA/interest coverage of about 1.75x over the next 12-18 months on the back of growth in the managed care (insured) business, better product mix, improved marketing execution and store development. Nevertheless, the company's core lower-income customer demand is still exposed to pressures from higher prices and there are risks to the financial improvement. The credit profile is also constrained by Eyemart's small scale and limited geographic footprint and August 2025 revolver maturity. Eyemart's credit profile is supported by its operations in the growing optical retail segment which has generally steady demand characteristics given the relatively non-discretionary nature of periodic testing and periodic eyeglass replacement needs. The credit profile also benefits from Eyemart's adequate liquidity, high operating margins and differentiated offering relative to other optical and big-box retailers, in particular its same-day service. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Should the transaction not close as expected, Eyemart's ratings could be upgraded if the company increases its scale and demonstrates strong operating performance, including stable revenue and EBITDA growth which result in debt/EBITDA sustained below 4.5 times and EBITA/interest expense sustained above 2.25 times. An upgrade would also require an expectation that financial policies will support credit metrics maintained at these levels and that the company maintains a good liquidity profile. Should the transaction not close as expected, Eyemart's ratings could be downgraded if operating performance fails to improve or if financial policies become more aggressive, including additional debt financed dividends or an overly aggressive growth strategy. Inability to refinance the revolving credit facility well ahead of its August 2025 maturity could also lead to a downgrade. Quantitatively, the ratings could be downgraded if debt/EBITDA is sustained above 6.0 times or EBITA/interest expense is sustained below 1.5 times. A deterioration in the company's liquidity profile, including negative free cash flow, could also result in a downgrade. Headquartered in Farmers Branch, Texas, Eyemart Express, LLC is an optical retailer with a focus on value eyeglasses. The company operates approximately 250 stores in the US and generated revenue of approximately $375 million for the twelve months ended June 30, 2024. The company was acquired in December 2014 by affiliates of Friedman, Fleischer & Lowe for a total consideration of roughly $800 million. The principal methodology used in these ratings was Retail and Apparel published in November 2023. FALL CREEK: Seeks to Hire Biggs Law Firm as Bankruptcy Counsel -------------------------------------------------------------- Fall Creek One, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Biggs Law Firm, PLLC, as its attorney. The firm's services include: a. undertaking any and all steps and actions necessary to authorize the use of cash collateral pursuant to Sec. 363 of the Bankruptcy Code, if applicable; b. advising the Debtor with respect to its powers and duties as debtor-in-possession in the continued management, operation, and reorganization of its business; c. reviewing any and all claims asserted against the Debtor by its creditors, equity holders, and parties in interest; d. representing the Debtor's interests at the Meeting of Creditors under Sec. 341 of the Bankruptcy Code, and at any other hearing or conference scheduled in the Bankruptcy Case before the Court related to the Debtor; e. attending any meetings, conferences, and negotiations with representatives of creditors and other parties in interest; f. reviewing and examining, if necessary, any and all transfers which may be avoided a preferential or fraudulent transfers under the appropriate provisions of the Bankruptcy Code; g. taking any and all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, negotiations concerning all litigation in which the Debtor is, or may become involved, and objections to any claims filed against the bankruptcy estate of the Debtor; h. preparing, on behalf of the Debtor all motions, applications, answers, orders, reports, and pleadings necessary to the administration of the bankruptcy estate; i. preparing, on behalf of the Debtor, any plan of reorganization, disclosure statement, and all related agreements and/or documents, and take any necessary actions on behalf of the debtor to obtain confirmation of such plan of reorganization and approval of such disclosure statement; j. representing the Debtor in connection with any potential post petition financing; k. advising the Debtor in connection with the sale or liquidation, if applicable, of any assets and property to third parties; l. appearing before the Court, or any such appellate court, and the Office of the Bankruptcy Administrator to protect the interests of the Debtor and the bankruptcy estate; m. representing the Debtor with respect to any general, corporate, or transactional matters that arise during the course of the administration of the Bankruptcy Case; and n. assisting and advising the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of any corporate transactions, including sales of assets, in the Bankruptcy Case. The firm will be paid at these hourly rates: Laurie B. Biggs (Attorney) $400 Wendy Karam (N.C. Certified Paralegal) $175 Lindsey Gadwell (Legal Assistant) $100 Qiara McCain (Paralegal) $150 Jamie Slaughter (Paralegal) $175 The firm received a retainer in the amount of $15,000. As disclosed in court filings, Biggs Law Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Laurie B. Biggs, Esq. Biggs Law Firm, LLC 9208 Falls Of Neuse Road, Suite 120 Raleigh, NC 27615 Telephone: (919) 375-8040 Facsimile: (919) 341-9942 Email: lbiggs@biggslawnc.com About Fall Creek One, LLC Fall Creek One, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-80221) on September 27, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Anthony H. Dilweg as manager. Laurie B. Biggs, Esq, at Biggs Law Firm PLLC represents the Debtor as counsel. FAMILY OF CARE: Sec. 341(a) Meeting of Creditors on Nov. 25 ----------------------------------------------------------- Family of Care Real Estate Holding Co. Inc. filed Chapter 11 protection in the District of Maryland. According to court document, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for November 25, 2024 at 1:00 p.m. in Room Telephonically on telephone conference line: 1-866-917-2025. participant access code: 2926743#. About Family of Care Real Estate Holding Co. Family of Care Real Estate Holding Co. is a community-focused nonprofit company that offers care and advice to seniors and their families. Family of Care Real Estate Holding Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-18782) on October 18, 2024. In the petition filed by Terry Weaver, as chief financial officer, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by: 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 FLEET SERVICES GROUP: Commences Subchapter V Bankruptcy Process --------------------------------------------------------------- Fleet Services Group LLC filed Chapter 11 protection in the Central District of California. According to court documents, the Debtor reports $1,098,325 in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. About Fleet Services Group LLC Fleet Services Group LLC 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. Fleet Services Group LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18551) on October 18, 2024. In the petition filed by Janelle Juarez, as managing member, the Debtor reports total assets of $179,140 and total liabilities o $1,098,325. The Debtor is represented by: 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 FORMING MACHINING: Moody's Cuts CFR to 'Ca', Outlook Negative ------------------------------------------------------------- Moody's Ratings has downgraded all of its debt ratings assigned to Forming Machining Industries Holdings, LLC (Forming Machining); corporate family rating to Ca from Caa2, probability of default rating to Ca-PD/LD from Caa2-PD (inclusive of appending a limited default designation ("/LD") to the PDR), senior secured first lien credit facility (revolving credit facility and term loan) to Caa3 from Caa1 and senior secured second lien term loan to C from Ca. Moody's recorded a limited default because the company did not retire the amount due on its $50 million revolving credit facility on the October 9, 2024 expiration date. The facility was and remains fully drawn. Moody's will remove the "/LD" designation from the PDR in approximately three business days. The rating outlook is negative. The downgrades reflect the company's inability to refinance its capital structure. Its $50 million revolver, which remains fully drawn, expired on October 9, 2024. The company and the bank group have reached a forbearance agreement. The first lien term loan matures on October 9, 2025 and the second lien term loan matures on October 9, 2026. Moody's believe the prospects for refinancing all debt obligations in a transaction that provides for a full repayment of all classes of debt is unlikely. The company's current level of earnings provides for very high financial leverage (debt/EBITDA). Moody's believe that future earnings and operating cash flow will remain near levels that would continue to make servicing the current amount of debt untenable. A material decline in the company's debt will be required to restore a sustainable capital structure. RATINGS RATIONALE The Ca corporate family rating reflects Moody's belief that the company's capital structure is unsustainable and positions the rating for a default. The company has so far been unsuccessful in refinancing its debt. The company was unable to meet the October 9th maturity of its revolving credit agreement. Fundamentally, the rating reflects the company's small size based on revenue; its concentrated aerospace and defense customer base and its weak liquidity. The company's financial results have been hampered by the travails at The Boeing Company, particularly the 737 MAX aircraft model. Forming Machining supplies doors and other components for the 737 MAX through contracts with Boeing's key supplier of the MAX fuselage, Spirit AeroSystems, Inc. Slowdowns at Boeing since the start of 2024 and broader challenges across the supply chain have prevented any improvement in earnings in 2024. Liquidity is weak, with only a modest amount of cash on hand and likely ongoing negative free cash flow which complicates the prospects of a refinancing of the capital structure that retires the company's existing debt in full. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS There will be no upwards rating pressure before the company completes a refinancing. The ratings could be withdrawn following a refinancing of the capital structure or if the company initiates a bankruptcy reorganization. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. Headquartered in Wichita, Kansas, Forming Machining Industries Holdings, LLC, the legal borrower of the debt facilities of The Atlas Group ("Atlas;" taken together, "Forming Machining"), is a manufacturer of complex assemblies for commercial, military, and business aircraft. Products include door, nacelle and wing structures. Atlas is controlled by AE Industrial Partners, LP. FOURNES LLC: Seeks to Tap David A. Boone as Bankruptcy Counsel -------------------------------------------------------------- Fournes, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Offices of David A. Boone to handle its Chapter 11 proceedings. The firm will be paid at following hourly rates: Atty. David A. Boone $450 Atty. Sam Maverick $450 Paralegal $225 Pre-petition, the firm received a retainer of $12,000 from the Debtor in connection with the Chapter 11 bankruptcy proceeding. The Law Offices of David A. Boone does not hold or represent any interest adverse to the estate and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to a court filing. The firm can be reached through: David A. Boone, Esq. LAW OFFICES OF DAVID A. BOONE 1611 The Alameda San Jose, CA 95126 Telephone: (408) 291-6000 Facsimile: (408) 291-6016 Email: ecfdavidboone@aol.com About Fournes LLC Fournes, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-51491) on October 1, 2024, with $100,001 to $500,000 in assets and liabilities. David A. Boone, Esq., at the Law Offices Of David A. Boone represents the Debtor as bankruptcy counsel. FRANCISCAN FRIARS: Seeks to Extend Exclusivity to April 24, 2025 ---------------------------------------------------------------- Franciscan Friars of California, Inc. ("FFCI") asked the U.S. Bankruptcy Court for the Northern District of California to extend its exclusivity periods to file a plan of reorganization and disclosure statement, and obtain acceptance thereof to April 24, 2025 and June 24, 2025, respectively. FFCI filed this Bankruptcy Case to reorganize its financial affairs pursuant to a plan of reorganization that will, among other things, fairly, justly, and equitably compensate survivors of sexual abuse by clergy or others associated with FFCI and bring healing to survivors, parishioners and others affected by past acts of sexual abuse. The Debtor explains that this case is complex. Among other complicating factors, there are 94 pending sexual abuse cases and approximately 800 creditors. Negotiation with these creditors, insurance companies, and others will be complex and will require significant time. In the meantime, negotiations have begun and have progressed significantly. The Debtor claims that it is making good progress toward a reorganization. Specifically, the Debtor brought and prosecuted its motion to establish deadlines and procedures for filing proofs of claim. The insurers have proposed a specific mediator for all insurance-related issues, to whom the Debtor would agree. That name remains under consideration by the Official Committee of Unsecured Creditors (the "OCC"). The Debtor asserts that the availability of insurance proceeds indicates reasonable prospects for a viable plan of reorganization. The bankruptcies of virtually every religious organization subject to sexual abuse claims has proceeded the same way. Following extensive negotiations, insurance companies and non-debtors have contributed to a fund to pay survivors and creditors. The Debtor asserts that there is no indication that extension of the exclusivity periods is being sought to pressure creditors. In Addition, unresolved contingencies exist in the form of ongoing but incomplete discovery and negotiations. Franciscan Friars of California, Inc. is represented by: Robert G. Harris, Esq. Julie H. Rome-Banks, Esq. Wendy W. Smith, Esq. Reno Fernandez, Esq. BINDER MALTER HARRIS & ROME-BANKS LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 Email: rob@bindermalter.com julie@bindermalter.com wendy@bindermalter.com reno@bindermalter.com About Franciscan Friars of California Franciscan Friars of California, Inc. is a tax-exempt religious organization in Oakland, Calif. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California, Inc., filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on Dec. 31, 2023, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Gaa, OFM, president of the Debtor, signed the petition. Judge William J. Lafferty oversees the case. The Debtor tapped Binder Malter Harris & Rome-Banks LLP as bankruptcy counsel; Hanson Bridgett LLP, Weintraub Tobin Chediak Coleman Grodin Law Corporation, and Bledsoe, Diestel, Treppa & Crane LLP as special counsel; and GlassRatner Advisory & Capital Group LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc. is the Debtor's administrative advisor. The U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Lowenstein Sandler LLP and Keller Benvenutti Kim LLP as counsel and Berkeley Research Group, LLC as its financial advisor. FULL CIRCLE LAWN: Gets Final Approval to Use Cash Collateral ------------------------------------------------------------ Full Circle Lawn Care, LLC received final approval from the U.S. Bankruptcy Court for the District of New Jersey to use the cash collateral of its secured creditors. The company's bid to use the cash collateral was granted under the same terms and conditions as set forth in the interim order issued by the court on Aug. 15 and in the company's budget. As adequate protection, Full Circle Lawn Care was ordered by the court to make monthly payments of $6,039 to the U.S. Small Business Administration and $1,200 to John Deere Financial. About Full Circle Lawn Care Full Circle Lawn Care LLC, doing business as Guaranteed Plants and Florist, specializes in the creative design, professional installation and maintenance of landscape plantings, walkways, patios, retaining walls. Full Circle Lawn Care filed Chapter 11 petition (Bankr. D.N.J. Case No. 24-17892) on August 8, 2024, with total assets of $257,100 and total liabilities of $2,365,186. Nicole Nigrelli, Esq., at Ciardi, Ciardi & Astin serves as Subchapter V trustee. Judge Michael B. Kaplan oversees the case. The Debtor is represented by Allen I. Gorski, Esq., at Gorski & Knowlton, PC. GENESIS TREE: Unsecureds Will Get 15% of Claims over 36 Months -------------------------------------------------------------- Genesis Tree Care, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated September 12, 2024. The Debtor is a Florida limited liability company engaged as a tree repair/removal business with offices in Jacksonville, Florida. The Debtor operates out of its primary office located at 6326 Victoria Park Ct, Jacksonville, FL 32216. This property is owned by the Debtor's Member, Floye Hyslop. The Debtor does not have any rental obligations for this property. This Chapter 11 bankruptcy case has been filed for the purpose of restructuring its secured debt obligations as well as providing for payment of general unsecured creditors on a pro-rata basis on the effective date of the plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $24,480.00 or $680.00 per month. The final Plan payment is expected to be paid on November 1, 2027. This Plan of Reorganization proposes to restructure its business loans as discussed below and provide for payment to unsecured creditors of all disposable income during months 1 to 36 from future income of the Debtor derived from income generated through its tree repair and removal business. This Plan provides for one class of priority claims; five classes of secured claims; and one class of general unsecured claims. Class seven unsecured creditors holding allowed claims will receive distribution under this Plan based on their pro rata share via monthly payments of the Debtor's disposable monthly income for 36 months beginning on the Effective Date of this Plan. This Plan also provides for the payment of administrative and priority claims either upon the effective date of the Plan, as agreed or as allowed under the Bankruptcy Code. Class 7 consists of General Unsecured Creditors. To the extent that unsecured claims are filed and allowed, the Debtor shall pay the total amount of $24,480 to unsecured claims at the rate of $680.00/month during months 1 to 36 of the plan. Each allowed unsecured claim will received its pro-rata share of this payment for approximately 15% repayment of all unsecured claims. Class 7 is impaired by this Plan. The Plan contemplates that the Debtor will continue to manage and operate its business with low operating expenses. The Debtor believes the cash flow generated from operations will be sufficient to make all Plan Payments and maintain existing operations, as established by the Projections. Funds generated from 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 Subchapter V Plan dated September 12, 2024 is available at https://urlcurt.com/u?l=zW8J2B from PacerMonitor.com at no charge. Counsel for the Debtor: Thomas C. Adam, Esq. ADAM LAW GROUP, P.A. 2258 Riverside Avenue Jacksonville, FL 32204 (904) 329-7249 Phone (904) 606-1245 Facsimile Email: tadam@adamlawgroup.com About Genesis Tree Care Genesis Tree Care, LLC is a limited liability company engaged as a tree repair/removal business with offices in Jacksonville, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01873) on July 2, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Jacob A. Brown presides over the case. Thomas C. Adam, Esq., at Adam Law Group, P.A., is the Debtor's bankruptcy counsel. GENEVA VILLAGE: Court Narrows Claims in Lease Agreement Lawsuit --------------------------------------------------------------- Judge Alan M. Koschik of the United States Bankruptcy Court for the Northern District of Ohio ruled on the cross-motions for summary judgment filed by the parties in the case captioned as GENEVA LIFE CARE CENTER, LLC, Plaintiff, v. GENEVA VILLAGE RETIREMENT COMMUNITY, LTD., et al., Adversary Proceeding No. 21-05016, Defendants (Bankr. N.D. Ohio). Currently before the Court are cross-motions for summary judgment filed by plaintiff Geneva Life Care Center, LLC and jointly-represented defendants VRC, Inc. dba VRC Management, Inc. and Michael J. Francus. On March 11, 2004, the Plaintiff entered into a Lease Agreement. The counterparty was listed in the opening paragraph as "Geneva Village DE, LTD., a Delaware limited liability company, as Mastertenant. At the end of the 25-page document, on the signature page, Francus signed as "Managing Member" of "Geneva Village DE, LTD," in the Tenant's signature block. However, neither on March 11, 2004, nor at any time thereafter, did a Delaware corporate entity named Geneva Village DE, LTD exist. The initial term of the Lease was for ten years beginning on the date the to-be-constructed building received its certificate of occupancy, renewable at the tenant's option for up to two five-year increments thereafter. Also on March 11, 2004, the Plaintiff and Geneva Village Retirement Community, Ltd. entered into a Lease Guaranty "in consideration of the making of the Lease Agreement by and between Geneva Life Care Center, LLC (the "Lessor") and Geneva Village DE, LLC, (the "Lessee")." The name of the putative master tenant appears slightly differently on the Lease Agreement (as an "LTD") than it does in the Lease Guaranty (as an "LLC"). As with Geneva Village DE, LTD, neither on March 11, 2004, nor at any time thereafter, did an organized Delaware limited liability company named Geneva Village DE, LLC exist. Francus signed the Lease Guaranty in his capacity as managing member of Geneva Operator. Geneva Operator was organized and registered with the Ohio Secretary of State on March 10, 2004, the day before entering into the Lease Guaranty. On November 8, 2005, Francus caused to be incorporated Geneva Village Retirement Community, LLC, a Delaware limited liability company ("Geneva Tenant"). On May 14, 2006, the Plaintiff and Geneva Tenant entered into a First Amendment to the Lease Agreement. Plaintiff is defined as the "Lessor" and Geneva Tenant is defined as the "Lessee" in the Lease Amendment. The recitals in the Lease Amendment include, inter alia, "Whereas, on March 11, 2004, Lessor and Lessee entered into a Lease Agreement for the lease of the new nursing facility known as Geneva Village Retirement Community, and located at 1140 South Broadway, Geneva, Ohio." This is the same premises identified by parcel number in the Lease Agreement. The Lease Amendment does not mention either of the fictitious entities mentioned in the Lease Agreement (Geneva Village DE, LTD) or the Lease Guaranty (Geneva Village DE, LLC). The terms of the Lease Amendment are comparatively mundane; they include an increase in the rent owed based on the increased capacity, as well as Geneva Tenant's agreement to reimburse the Plaintiff for certain additional construction costs. The Lease Amendment is signed by Francus in his capacity as managing member of Geneva Tenant. Steven Krutowsky, the same member who signed the Lease Agreement on behalf of Plaintiff in 2004, also signed the Lease Amendment on behalf of Plaintiff in 2006. On September 2, 2015, Francus, as managing member of Geneva Tenant, executed a notice of renewal of the lease, exercising an option contained therein to extend the term of the Lease by a further five years, beginning May 1, 2016. The Notice of Renewal was delivered contemporaneously to Plaintiff. Geneva Tenant stopped paying monthly rent to Plaintiff beginning with the $53,007.50 installment due on March 20, 2020. On December 1, 2020, Francus, as managing member of Geneva Tenant, executed a notice of non-renewal, giving notice to Plaintiff that Geneva Tenant would not exercise its option to renew the Lease for an additional five years, so the lease would terminate effective May 1, 2021. On June 9, 2020, Plaintiff filed the State Court Case against Geneva Tenant, Geneva Operator, and the Defendants in the State Court commencing State Court Case. The Initial Term commenced May 1, 2006. The Plaintiff filed its amended complaint in this adversary proceeding on February 8, 2022. The Complaint alleged nine counts against various defendants, summarized as follows, paired with the defendants named therein: I. Breach of Contract (Francus and Geneva Tenant) II. Promissory Estoppel (Francus and Debtors) III. Unjust Enrichment (Francus and Debtors) IV. Action on Guaranty (Geneva Operator) V. Breach of Contract/Bad Faith – Interference with New Tenant (Francus) VI. Fraud in the Inducement – Failure to Incorporate (Francus) VII. Tortious Interference with Lender (Francus and VRC) VIII. Tortious Interference with Contract (Debtors, Francus, and VRC) IX. Piercing the Corporate Veil (Debtors and VRC) On February 22, 2022, the Trustee filed an answer to the Complaint, as well as a counterclaim against the Plaintiff and crossclaim against VRC. The crossclaims against VRC included counts for avoidance of fraudulent transfers under the Bankruptcy Code pursuant to 11 U.S.C. Sec. 548(a)(1)(B); avoidance of fraudulent transfers under Ohio's Uniform Fraudulent Transfers Act, O.R.C. Sec. 1336.01 et seq., by way of the Trustee's strong-arm powers pursuant to 11 U.S.C. Sec. 544(b); and avoidance of preferential transfers pursuant to 11 U.S.C. Sec. 547. Related counts of the Trustee's crossclaims sought to recover the avoided transfers for the benefit of the estate and disallow VRC's claim(s) against the Debtors until VRC returned the amounts of any avoided transfers to the estate. On April 28, 2023, the Defendants filed a motion for summary judgment on all counts of the Complaint. On the same date, the Plaintiff filed a motion for partial summary judgment, seeking summary judgment specifically on its breach-of-contract claim (Count I) against Francus and its request to pierce the corporate veils of the Debtors (Count IX) "to hold both Francus and Defendant VRC liable for fraudulent transfers that have particularly harmed Plaintiff and that Plaintiff has particular standing to pursue under Ohio law." The Court concludes that the Lease was, from 2004 to 2021, a valid and enforceable contract governing the subject matter of this litigation, but that the unexplained change in party identification between the Lease Agreement and Lease Amendment creates ambiguity that must be resolved by parol evidence, and that insufficient parol evidence admissible under the relevant standard for considering evidence on summary judgment is available to grant summary judgment for either the Plaintiff or the Defendants on Count I of the Complaint. However, because it is clear that the Lease, as a whole, formed a valid and enforceable contract controlling the subject matter of the litigation, even if its terms and parties bound may remain in dispute, promissory estoppel and unjust enrichment are not available as theories of recovery, and any liability of the Defendants to the Plaintiff must be based on the contractual terms of the Lease as applied by Ohio contract law, not under quasi-contractual theories of recovery. Therefore, summary judgment for the Defendants is appropriate on Counts II (promissory estoppel) and III (unjust enrichment) of the Complaint. Summary judgment in Francus' favor is appropriate on the Plaintiff's fraudulent inducement claim in Count VI, both because the claim has been brought outside the statute of limitations and because no reasonable factfinder could conclude that a misrepresentation about the incorporated status of the tenant corporation by Francus in 2004 was the proximate cause of the harm to the Plaintiff caused by the Debtors ceasing to pay rent in 2020. Counts V, VII, and VIII of the Complaint involve actions allegedly taken by Francus (Count V) or both Defendants (Counts VII and VIII) during the waning months of the Lease and of Geneva Operator's operation of the facility. Counts V and VIII, the former superficially for breach of contract and the latter for tortious interference with contract, are based on similar allegations that Defendants interfered with the Plaintiff's efforts to find a new tenant and operator for the facility after it became clear that the Lease would not be renewed and that Geneva Operator's continued operation of the facility was going to end. Count VII is a separate count for tortious interference with the Plaintiff's agreements with its principal lender, Fifth Third Bank. The Court concludes that the Plaintiff has not shown a triable issue of material fact on Count VII, and that no reasonable trier of fact could find that the Defendants interfered with the Plaintiff's contractual relations with Fifth Third. Therefore, the Court will grant summary judgment in favor of the Defendants on this count. With respect to Count V, Francus, the only Defendant against whom Count V was brought, did not move for summary judgment, or at least did not develop an argument for summary judgment in the Defendants' Motion. Furthermore, the Court concludes that the Plaintiff has shown a triable issue of fact with respect to whether certain of the Defendants' actions might have had the effect of sharply reducing the number of residents in the building at the time that the operations transferred, and that the Plaintiff may be able to show harm from those actions based on concessions it was forced to make to the new operator. Therefore, the Court will deny summary judgment for the Defendants on Counts V and VIII. Count IX of the Complaint was not, on its face, specific regarding the alleged fraudulent, illegal, or otherwise inequitable acts that would justify piercing the Debtors' corporate veils. However, as developed in the Plaintiff's Motion and summary judgment briefing, the only such acts alleged are fraudulent transfers pursuant to Ohio's UFTA, O.R.C. Sec. 1336.01 et seq. These avoidance actions became property of the estate and passed to the control of the Trustee, who has settled them with the approval of this Court. Therefore, summary judgment for the Defendants is appropriate on this claim as well. A copy of the Court's decision dated October 16, 2024, is available at https://urlcurt.com/u?l=5S65ZR About Geneva Village Retirement Community Organized on March 10, 2004, Geneva Village Retirement Community, Ltd. is an Ohio limited liability company that operates a skilled nursing facility at 1140 South Broadway, Geneva, Ohio. It conducts business under the name Geneva Village Skilled Nursing & Rehabilitation. Geneva Village Retirement Community and Geneva Village Retirement Community, LLC filed their voluntary petitions for relief under Chapter 11 Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-50498 and 21-50498) on March 30, 2021, listing under $1 million in both assets and liabilities. The Debtors tapped Anthony J. DeGirolamo, Attorney at Law as legal counsel and Corwin & Company as accountant and financial advisor. GOKADA INC: Commences Subchapter V Bankruptcy Proceeding -------------------------------------------------------- Gokada Inc. filed Chapter 11 protection in the District of Delaware. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About Gokada Inc. Gokada Inc. is a mile delivery service in Nigeria. Gokada Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12377) on October 18, 2024. In the petition filed by Olutosin Oni, as CEO, the Debtor reports total assets of $564,132 and total liabilities of $5,436,522. The Debtor is represented by: 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 GOL LINHAS: Wants to Raise Cash to Use in Chapter 11 Exit --------------------------------------------------------- Jonathan Randles of Bloomberg News reports that Linhas Aéreas Inteligentes SA announced that it is nearing a resolution of significant issues related to its bankruptcy with major creditors. In the upcoming months, the Brazilian budget airline plans to secure exit capital to facilitate its emergence from Chapter 11. In a court filing in New York on Monday, October 21, 2024, the company stated its intention to finalize negotiations on the restructuring plan and raise exit financing, either through debt or equity. Gol is requesting that the bankruptcy judge overseeing its restructuring extend its exclusive right to file a Chapter 11 plan until March 20 to ensure a smooth process. About Gol GOLL4.SA GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes S.A. and its affiliates and its subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. GOL Linhas estimated $1 billion to $10 billion in assets as of the bankruptcy filing. The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc as restructuring advisor, financial advisor and investment banker, Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed LLP as aviation related counsel. Kroll Restructuring Administration LLC is the claims agent. GOLDEN WEST: Moody's Lowers CFR & Secured First Lien Debt to Caa2 ----------------------------------------------------------------- Moody's Ratings downgraded Golden West Packaging Group LLC's ("GWP") corporate family rating to Caa2 from Caa1 and probability of default rating to Caa3-PD from Caa1-PD. Moody's also downgraded the backed senior secured 1st lien bank credit facilities rating to Caa2 from Caa1. The outlook is negative. Governance considerations under the Moody's ESG framework, including financial strategy and risk management, were a key driver of the rating action. RATINGS RATIONALE Golden West Packaging Group LLC's ("GWP") credit profile reflects the company's weak liquidity and elevated leverage profile. Moody's expect marginal improvement in EBITDA in 2025 due to the continued recovery in containerboard demand, cost reduction measures and ramp up of new business signed, but credit metrics will remain weak. Moody's adjusted leverage is expected to improve to ~10x by 2025 but leverage and cash flow metrics likely will remain challenged. The company has significant interest expense and annual amortization payments relative to company's depressed earnings base. While the private equity sponsor has provided liquidity supported for the company via equity infusion during the second quarter in 2024, GWP has little room for further financial performance deterioration. The credit profile reflects the company's limited scale as measured by revenues and a market position as a regional non-integrated paper packaging converter. The company largely operates on the west coast of the US, focusing on small to medium-run customers and generates the majority of revenue from corrugated packaging. As a non-integrated producer, the company sources linerboards from both independent and integrated producers, who operate their own converting facilities. Private equity ownership and its history of acquisition-driven growth strategy, which carries event and integration risk, also negatively impact the rating. The company has weak liquidity. GWP typically does not hold excess cash on hand. As of June 30, 2024, GWP had $0.2 million drawn on its $30 million revolver, which matures on December 1, 2026. The revolver has a 7.15x springing first lien net leverage covenant that is tested if the facility is more than 35% drawn. Given the current leverage, GWP would be in breach of its financial covenant, if tested; therefore, the effective revolver availability at quarter-end is likely around $10.5 million. The ongoing maintenance capex is low (-$2 million per year), which supports the credit profile, but the company has recently made two major investments (a new lithographic press and a new laminator), which resulted in temporarily elevated capex. Additionally, GWP has high interest expense (-$27 million per year) and mandatory debt repayment burden (-$14.5 million per year) relative to its depressed earnings base. Moody's understand that GWP's private equity sponsor provided an equity injection during the second quarter to fund the company's capital investment, working capital, and debt obligations. Based on the company's current trajectory and cash flow needs, Moody's believe that the sponsor's continued support will be critical for at least the next two to four quarters given GWP's tight liquidity position and challenged cash flow generation. The downgrade of the PDR to Caa3-PD reflects Moody's view that the highly levered capital structure as well as tight liquidity profile elevate the risk of a distressed exchange or debt restructuring. The negative outlook reflects Moody's view that metrics and liquidity profile will remain very weak despite expectations of stabilizing financial performance in 2025. Environmental, social and governance considerations GWP's credit impact score (CIS-5) indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. The rating reflects elevated leverage profile and constrained liquidity due to a combination of deteriorating financial performance as well as aggressive financial policy and risk management measures. The company faces moderately negative environmental and social risks related to manufacturing of paper-based packaging. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade An upgrade could be considered if the company improves its operating performance, cash flow generation, and liquidity profile. A rating upgrade can also be considered if the company pursues a significantly more conservative financial policy by reducing its outstanding debt. Factors that could lead to a downgrade Moody's could downgrade the rating if operating performance deteriorates further or the company is unable to secure additional liquidity funding. The rating can also be downgraded if the company engages in a distressed exchange or restructuring. Profile Golden West Packaging Group LLC, based in City of Industry, CA, is an independent converter of corrugated packaging, serving various end-markets primarily on the west coast. The company was initially formed by private equity firm Lindsay Goldberg in 2017 through the combination of four packaging companies. The company generated sales of approximately $395 million for the LTM period ending June 2024. The principal methodology used in these ratings was Paper and Forest Products published in August 2024. GRAND VALLEY: Seeks to Hire Shraiberg Page as Bankruptcy Counsel ---------------------------------------------------------------- Grand Valley MHP, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Shraiberg Page P.A. as their bankruptcy counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary. The firm will be paid at these rates: Bradley S. Shraiberg $650 per hour Attorneys $350 to $650 per hour Legal Assistants $275 per hour The firm received a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner at Shraiberg Page P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradley S. Shraiberg, Esq. Shraiberg Page P.A. 2385 N.W. Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 About Grand Valley MHP Grand Valley MHP, LLC operates in the mobile home park industry, managing and providing residential spaces for mobile homeowners. The company primarily focuses on leasing land and facilities to individuals or families who own mobile homes, offering essential services such as land maintenance, utility connections, and sometimes community amenities. Grand Valley MHP sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03431 with $10 million to $50 million in both assets and liabilities. The petition was signed by Neil Carmichael Bender, II as manager. Judge Pamela W Mcafee oversees the case. The Debtor is represented by Bradley S. Shraiberg, Esq. at Shraiberg Page P.A. GREAT CANADIAN: Moody's Affirms 'B3' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings affirmed Great Canadian Gaming Corporation's B3 corporate family rating and B3-PD probability of default rating. At the same time, Moody's have assigned B2 ratings to Great Canadian's proposed $665 million backed senior secured first lien term loan due 2029 and the $215 million backed senior secured first lien revolving credit facility expiring 2029. The ratings on the existing backed senior secured first lien term loan, backed senior secured first lien revolving credit facility, backed senior secured notes and senior unsecured notes have been reviewed in the rating committee and remain unchanged. The outlook is maintained at stable. This action follows Great Canadian's proposed maturity extension of its term loan and revolver to November 2029 from November 2026. The proposed term loan extension to 2029, which represents 51% of total restricted group debt, will help reduce the refinancing risk in 2026. "The B3 affirmation reflects Moody's view that Great Canadian will maintain financial leverage at around 7x and a high cash balance, despite the negative impact of weak discretionary spending and the reversion to the original pre-COVID revenue-sharing split on its East and West gaming assets." said Moody's Ratings analyst Dion Bate. RATINGS RATIONALE Great Canadian's CFR is constrained by: (1) high financial leverage, with Moody's adjusted debt/EBITDA remaining around 7x (consolidated) through 2025; (2) low interest coverage with a EBIT/interest expense projected to trend below 1x in 2025; (3) financial policy risks under private equity ownership as reflected by the debt funded dividend distribution at Ontario Gaming GTA Limited Partnership (B3/stable)(aka One Toronto Gaming (OTG) in February 2024; and (4) longer-term social risks including demographic shifts away from traditional casino-style gaming and online substitution. The rating benefits from: (1) wide geographic diversification across 25 properties in four provinces, with proximity to major metropolitan areas (Toronto and Vancouver); (2) strong market positions, including the absence of competing casino gaming operators within Ontario's regulated gaming bundles; (3) favorable provincial regulatory frameworks given high barriers to entry and history of supportive measures; and (4) good liquidity. Great Canadian has good liquidity. Moody's liquidity analysis for Great Canadian excludes OTG because of the restricted access to OTG's cash flow. As of Q3 2024 ending September, sources are around C$440 million compared to uses in the form of mandatory term loan amortization of about C$10 million through Q3 2025. The sources comprised of C$195 million in unrestricted cash on hand (excluding $106 million in float and holdback cash), about C$225 million available after letters of credit under the company's US$215 million (C$290 million) revolver expiring November 2029 (post extension) and Moody's expectations of around C$20 million of free cash flow over the next twelve months to Q3 2025. The revolving credit facility is subject to a springing net first lien leverage ratio when drawings and letters of credit exceed 35% of the facility's size. While Moody's do not expect the company to use the facility over the next twelve months, Moody's believe the company will remain in compliance. The company has some flexibility to generate liquidity from asset sales. Moody's have assumed that the sale proceeds from the announced casino disposals will be used to reduce debt. The next debt maturity is the $350 million senior secured notes due November 2026. The revolver and term loan has a springing maturity in the event the $330 million senior unsecured notes remains outstanding 91 days before November 2027. OTG has its own unrestricted cash of C$134 million (excluding float and holdback cash of about C$108 million) and a $200 million (C$269 million) revolver expiring 2028 with around C$160 million available after letters of credit. Great Canadian's senior secured first lien facilities are rated B2, one notch above the B3 CFR, reflecting higher recovery in the capital structure. The senior unsecured notes are rated two notches below the CFR at Caa2, reflecting their junior position behind the secured debt. The stable outlook reflects Moody's expectation that despite the net revenue and EBITDA decline in 2025, consolidated adjusted debt / EBITDA will remain around 7x and that Great Canadian will maintain a strong cash position and generate positive free cash flow at the restricted group level 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 Great Canadian (both restricted group and consolidated levels) maintains adjusted debt/EBITDA comfortably below 6x and EBIT/interest above 2x while generating positive free cash flow and maintaining good liquidity. The ratings could be downgraded if liquidity weakens or operational performance is impacted by a slower than anticipated recovery, if adjusted debt/EBITDA remains above 8x or if EBIT/interest declines to under 1x, at both the restricted group and consolidated levels. Great Canadian Gaming Corporation, headquartered in Ontario, is a gaming and entertainment operator with 25 properties located in British Columbia, Ontario, Nova Scotia, and New Brunswick, including over 19,500 slot machines, over 635 table games, 75 dining amenities and over 1,300 hotel rooms. Great Canadian is majority owned by funds managed by affiliates of Apollo Global Management. The principal methodology used in these ratings was Gaming published in June 2021. GRIFFIN RESOURCES: Taps Impossible Services Group as Consultant --------------------------------------------------------------- Griffin Resources, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Impossible Services Group, Inc. as a business consultant. The firm will render these services: a. assisting the Debtor in the administrative and reporting aspects of this Chapter 11 case, including: (i) Coordination of marketing with key constituencies. (ii) Preparations of budgets and projections re cash collateral, borrowings, and the plan. (iii) Assistance with evaluation of sales and asset dispositions. (iv) Assistance with compliance with regulatory compliance. (v) Assistance with preparation of Monthly Operating Reports. (vi) Assistance in reporting compliance regarding cash collateral orders. b. assisting the Debtor in communications with the Subchapter V trustee and secured creditors; and c. providing other consulting and litigation services as necessary. The firm's rates range from $275 per hour for senior consultants to $75 per hour for support staff. Aaron Chambers, president of Impossible Services Group, assured the court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aaron G. Chambers Impossible Services Group, Inc. 405 N. I Street, Suite A Madera, CA 93637 About Griffin Resources, LLC Griffin Resources is a manufacturer of animal foods. Griffin Resources, LLC in Camarillo, CA, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Cal. Case No. 24-12873) on Oct. 2, 2024, listing $50 million to $100 million in assets and $100,000 to $500,000 in liabilities. Stephen J. Griffin as managing member, signed the petition. Judge Jennifer E Niemann oversees the case. WANGER JONES HELSLEY serve as the Debtor's legal counsel. GROM SOCIAL: Delisted From Nasdaq --------------------------------- The Nasdaq Stock Market LLC (the Exchange) has determined to remove from listing the securities of Grom Social Enterprises Inc., effective at the opening of the trading session on October 25, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rule 5550(a)(2). The Company was notified of the Staff determination on Feburary 29, 2024. On March 5, 2024, the Company exercised its right to appeal the Staff determination to the Listing Qualifications Hearings Panel (Panel) pursuant to Listing Rule 5815. On April 15, 2024, upon review of the information provided by the Company, the Panel determined to grant the Company request to remain listed in the Exchange subject to a series of milestones. On August 15, 2024, based on the Company failure to meet the terms of the amended Decision, the Panel determined to delist the Company. The Company securities were suspended on August 19, 2024. The Company did not appeal the delist decision to the Nasdaq Listing and Hearing Review Council (Council) and the Council did not call the matter for review. The Staff determination to delist the Company became final on September 30, 2024. About Grom Social Enterprises Boca Raton, Florida-based Grom Social Enterprises, Inc. -- http://www.gromsocial.com/-- is a media company that manages a social mobile application platform designed for kids under the age of 13 -- who are barred by law from using social media apps without parental consent -- and provides a fully secure social media environment that invites parents and caregivers of users in to play an active role in keeping kids safe from common internet dangers while educating them about the importance of digital safety. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company's significant operating losses, working capital deficit, and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. Grom Social Enterprises reported a net loss of $13.88 million for the year ended Dec. 31, 2023, compared to a net loss of $16.77 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $18.90 million in total assets, $4.31 million in total liabilities, and $14.59 million in total stockholders' equity. HAGEN CONSTRUCTION: Hires Holbrook Law as Bankruptcy Counsel ------------------------------------------------------------ Hagen Construction LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Holbrook Law LLC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties as debtor-in-possession in the operation of Debtor's business; (b) institute such adversary proceedings as are necessary in the case; (c) represent Debtor generally in the proceedings and to propose on behalf of the Debtor as a debtor-in-possession necessary applications, answers, orders, reports and other legal papers; and (d) perform all other legal services for a debtor-in-possession or, if necessary, to employ an attorney for such professional services. The firm will charge $225 per hour for the services of Douglas R. Holbrook, Esq., owner. Mr. Holbrook assured the court that his firm is a "disinterested person", within the meaning of U.S.C. 101(14). The firm can be reached through: Douglas R. Holbrook, Esq. Holbrook Law LLC 131 NW 20th St Newport, OR 97365 Phone: (541) 265-2300 About Hagen Construction LLC Hagen Construction LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 24-62115) on September 20, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Peter C Mckittrick presides over the case. Douglas R. Holbrook, Esq. at Holbrook Law LLC represents the Debtor as counsel. HAWAIIAN HOLDINGS: Moody's Withdraws Caa1 Corporate Family Rating ----------------------------------------------------------------- Moody's Ratings withdrew the ratings of Hawaiian Holdings, Inc. (Hawaiian), including its Caa1 corporate family rating, Caa1-PD probability of default rating. The B2 rating on HawaiianMiles Loyalty, Ltd.'s (HawaiianMiles) backed senior secured rating was also withdrawn following the repayment of its 5.750% senior secured notes due 2026 and the 11.000% senior secured notes due 2029. At the same time, Moody's upgraded the rating of Hawaiian Airlines, Inc.'s (Hawaiian Airlines) Series 2013-1 Class A Backed Enhanced Equipment Trust Certificates (EETCs) to Baa3 from B3. Hawaiian Airlines is now a subsidiary of Alaska Air Group, Inc. (Alaska Air). Prior to the actions, the outlooks of Hawaiian, Hawaiian Airlines and HawaiianMiles were under review while their ratings were on review – direction uncertain. The outlook change for Hawaiian Airlines to negative from ratings under review, is in line with the negative outlook for Alaska Air. Moody's also withdrew Hawaiian's SGL-3 Speculative Grade Liquidity rating. As part of its acquisition of Hawaiian, Alaska Air used proceeds from its $2 billion loyalty financing in part to repay the approximate $1 billion outstanding under HawaiianMiles' 2026 and 2029 notes. The 2029 notes was the only rated corporate debt of HawaiianMiles and there is no rated corporate debt for Hawaiian Airlines. RATINGS RATIONALE The upgrade to the rating of Hawaiian Airlines' EETCs reflects that Hawaiian Airlines is now a subsidiary of Alaska Air and Alaska Air issued a guarantee for the payment obligations of Hawaiian Airlines. The Baa3 rating reflects the application of Moody's Enhanced Equipment Trust Certificates rating methodology. The rating is one notch above the Ba1 issuer rating of Alaska Air reflecting the importance of the aircraft that serve as collateral for the transaction to Hawaiian Airline's operations and fleet strategy and the respective loan-to-value. The collateral consists of six A330-200 aircraft. The importance of this collateral – as of June 30, 2024 Hawaiian Airlines operated 24 A330-200 which accounts for about a third of its total fleet at that time – drives down the probability of a rejection of either financing in a bankruptcy scenario. Moody's note that Hawaiian Airlines' 24 A330-200 only account for about 6% of the total of the combined Alaska Air/Hawaiian fleet. However, Alaska Air has stated its intentions to operate both Boeing and Airbus aircraft. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Changes in EETC ratings can result from any combination of changes in the underlying credit quality or ratings of Alaska Air, Moody's opinion of the importance of aircraft models to the airline's network, or Moody's estimates of aircraft market values, which will affect estimates of loan-to-value. Alaska Air Group, Inc. is based in Seattle and comprised of subsidiaries Alaska Airlines, Hawaiian Airlines, Inc., Horizon Air and McGee Air Services. With the acquisition of Hawaiian Airlines, the company now serves more than 140 destinations throughout North America, Central America, Asia and across the Pacific. Alaska Airlines is a member of the oneworld Alliance. With oneworld and its additional global partners, Alaska Air's guests can travel to more than 1,000 worldwide destinations on 30 airlines. On a standalone basis, Alaska Air's revenue was $10.5 billion for the 12 months ended June 30, 2024. The methodologies used in these ratings were Passenger Airlines published in August 2024. HAWTHORNE FOOD: Hits Chapter 11 Bankruptcy in Massachusetts ----------------------------------------------------------- Hawthorne Food Company filed Chapter 11 protection in the District of Massachusetts. The Debtor was founded in 2018 and operates under the name "Eastern Standard Provisions". The company produces products such as pretzels that are using all-natural ingredients as well as Liege Belgian waffles, blended sauces and gourmet flavored salts and sugars, enabling customers to enjoy a wide range of food products. The artisanal snack food brand has prominent placements in over 1,400 retail locations. The Debtor's 2023 revenue was approximately $26.3 million. In FY 2023, direct-to-consumer sales through the company website accounted for $14.2 million in revenue, sales through the club channel to Costco accounted for $7.3 million, retail sales to Whole Foods and others accounted for $3.4 million, corporate events and partnerships accounted for $1.4 million, and food service through restaurants and breweries accounted for $2.8 million. The Debtor has a single wholly-owned subsidiary, Forward Area Solutions LLC ("FAS"), which runs and manages the Debtor's fulfillment center. The fulfillment center is a 16,000 square foot space in Waltham, MA with a 280 pallet capacity freezer in which direct-to-consumer packages are created, as well as retail and club packaging in 2023. William "Bill" Deacon is the co-founder and Chief Executive Officer of Eastern Standard Provisions, a position he has held since June 2018. The Debtor's equity is privately held. The Debtor filed this chapter 11 case to maximize value for all its constituents. To that end, the Debtor intends to continue its operations in the ordinary course of business and to restructure its indebtedness through a plan of reorganization or position itself for a sale through a plan. The Debtor's intent is to expand its income through continued operations and growth of its customer base to fund its Plan. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 100 and 199 creditors. As of the Petition Date, the Debtor has approximately $17,372,966.90 in outstanding total funded debt obligations. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Nov. 19, 2024 at 1:30 p.m. in Room Telephonically. Events Leading to Chapter 11 Filing Michael Wyze, Managing Partner of Wyse Advisors, LLC, and presently CRO of the Debtor, explains in court filings that in 2023, the Debtor embarked on an ambitious expansion of its retail distribution, securing placements in Whole Foods and Costco stores nationwide. While this was a significant milestone for the Debtor, it required substantial financial investment. Despite these financial needs, the Debtor's efforts to raise additional capital to support this growth were unsuccessful. In January 2023, the Debtor had $6.5 million in commitments from existing investors however, the Debtor was unable to close on those commitments because, among other things: * First, the Debtor sustained a larger than anticipated loss in the 2022 fiscal year caused by higher operating expenses, significant investment in topline direct-to-consumer growth and a technical error in the Debtor's direct-to-consumer multiship app. * Second, one of the Debtor's major investors had a right of first refusal, which made new investments less attractive. * Finally, the Debtor's outstanding secured debt was more than the company could afford. Despite strong sales across direct-to-consumer (DTC), retail, and wholesale channels, the weight of the Debtor's financial liabilities has significantly impacted its operations. The period between black Friday and the Christmas holiday is the biggest revenue period for the Company. During this period in 2022, the entire leadership team met daily to review the previous day's marketing spend, and resulting revenue to decide on the spend for that day. Given the favorable metrics, the team focused on maximizing revenue, selling through inventory built for the fourth quarter of 2022, and increasing the Company's customer base. Unfortunately, despite assurances that a previous issue was fixed, daily revenues were significantly overstated due to the implementation of a gifting app (which is used by customers to send orders to multiple addresses). Orders placed with the app were duplicated in the system because of an internal issue with their code. This resulted in less actual revenue generated with the marketing spend than the reporting data indicated, which caused a significant financial underperformance for Holiday 2022, which disproportionately affected full-year 2022. In 2023, the company was offered opportunities to launch global programs in Whole Foods and Costco, which would distinguish the Debtor from other 'pandemic tailwind' direct-to-consumer brands. The Debtor was unable to raise any equity to fund the necessary capital expenditures to automate the cartoning process at its fulfillment center in Waltham. While the partnerships were extremely successful from the perspective of the retailers -- with strong velocity -- the inbound and outbound freight expenses, labor, warehousing and cold storage costs had a major impact on the bottom line in 2024. For example, the amount of inbound inventory and outbound finished goods full trucks was too much for the Debtor's on-site freezer. As such the Debtor relied heavily on our cold storage facility 50 miles away from its Waltham location and the number of daily/weekly intra-facility movements needed to execute outpaced the forecasted cost for the project. In addition, during this period, the Debtor's salt vendor went out of business, and due to the volume and speed of the Debtor's needs, a backup supplier charged far higher rates for the product and transportation costs. Finally, the Debtor's financial model was built with the expectation that it would have additional Costco revenue in November and December 2023. However, despite the successful sell-through at Costco, this did not materialize leading to a revenue shortfall and an overproduction of packaging materials. As a result of these challenges and in order to address these issues, in January 2024, the Debtor retained Wyse Advisors, LLC, to assist in restructuring efforts. Since the engagement, Wyze Advisors' Michael Wyze says he has contacted over 100 potential investors, debt providers and buyers. In addition, he has taken efforts to manage vendor and customer relations, taken measures to effectuate reduced spending, and engaged in negotiations with the Debtor's key constituents -- in particular the Debtor's lenders. While the company received various indications that parties would be interested in committing additional capital to operations, it was clear that no one was willing to invest given the company's current capital structure. Indeed, this chapter 11 is necessary to right-size the Debtor's balance sheet. About Hawthorne Food Company Hawthorne Food Company sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-12096) on October 18, 2024. In the petition filed by William Deacon, as CEO, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Bankruptcy Judge Janet E. Bostwick handles the case. The Debtor tapped ASCENDANT LAW GROUP, LLC, as counsel, and WYSE ADVISORS as financial advisors. EPIQ SYSTEMS is the claims agent. HONEY DO FRANCHISING: Unsecureds to Split $38K over 36 Months ------------------------------------------------------------- Honey Do Franchising Group, Inc. ("HDFG") filed with the U.S. Bankruptcy Court for the District of Tennessee a Plan of Reorganization for Small Business under Subchapter V dated September 12, 2024. The Debtor was formed in 2008. HDFG is an S Corporation with a physical address of 1600 West State Street, Bristol, Tennessee 37620. Thomas Bradley Fluke owns a 100% interest in HDFG and is the CFO. HDFG is a franchisor contracting with independently owned franchisees to establish and operate businesses providing residential and commercial general handyman, home improvement, maintenance, and remodeling services under the Honey Do trade name. Under the terms of the franchise agreement contract, HDFG provides its franchisees with ongoing guaranteed training and support. The Debtor's financial projections show that the Debtor will have projected disposable income of $128,085.00. The final Plan Payment is expected to be paid 36 months after the anticipated Effective Date. This Plan of Reorganization under Chapter 11 of the Code proposes to pay the creditors of Debtor from future income of the Debtor. Non-priority unsecured creditors holding allowed claims will be paid over 36 months with disbursements totaling $37,653.00 to the two classes. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Allowed Non-Priority Consensual Unsecured Claims. The Plan provides a pool of $37,653.00 to be paid pro rata to the claimholders in classes 3 and 4. The Debtor shall pay $3,138.00 per quarter for 36 months into this pool with payments commencing on the Effective Date. This Class is impaired. Class 4 consists of Allowed Non-Priority NonConsensual Unsecured Claims. This class shall consist of Claim No 3 filed by Claimant 5 Talents, Inc. which is the only known non-consensual unsecured claim. Class 4 payment is described above regarding Classes 3 and 4. This Class is impaired. Class 5 consists of Equity Security Holders. Thomas Bradley Fluke shall retain his interest in the Debtor. The Debtor will continue business operations in order to produce revenue sufficient to fund this 36-month Chapter 11 Plan from disposable income. A full-text copy of the Plan of Reorganization dated September 12, 2024 is available at https://urlcurt.com/u?l=FMf1BK from PacerMonitor.com at no charge. The Debtor's Counsel: Brenda G. Brooks, Esq. MOORE & BROOKS 6223 Highland Place Way Ste 102 Knoxville, TN 37919-4035 Tel: (865) 450-5455 Fax: (865) 622-8865 Email: bbrooks@moore-brooks.com About Honey Do Franchising Group Honey Do Franchising Group, Inc., is a franchisor contracting with independently owned franchisees to establish and operate businesses providing residential and commercial general handyman, home improvement, maintenance, and remodeling services under the Honey Do trade name. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-50596) on June 14, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Thomas Brad Fluke, chief executive officer, signed the petition. Judge Rachel Ralston Mancl presides over the case. Brenda G. Brooks, Esq., at Moore & Brooks, is the Debtor's legal counsel. IGLESIA DE DIOS: Selling College Park Property via Private Sale --------------------------------------------------------------- Iglesia de Dios Pentecostes, Mision el Buen Samaritano seeks permission from the U.S. Bankruptcy Court for the District of Maryland to sell the commercial real estate known as and located at 3606 Metzerott Road, 3700 Metzerott Road, Metzerott Road, and 3651 De Pauw Place, in College Park, Maryland. The Debtor is the owner of four parcels of property and the improvements located in College Park, Maryland. The Debtor has tapped Allen Cornell and The NAI Michael Companies as Commercial Real Estate Agent/Broker. On July 12 and 17, 2024, the creditor, College Park Lodge No, 453 Loyal Order of Moose, Inc., filed an objection to the motion, and the Debtor filed a response on July 19, 2024. A hearing is set for October 30, 2024 for the application and motion, objections, and response. The Property is encumbered by a first priority Purchase Money Seller Take Back Deed of Trust, held by College Park Lodge No. 453 Loyal Order of Moose, Inc., with an alleged prepetition secured claim of $3,558,344.17, and the unsecured creditor, Mt. Aetna Camp & Retreat Center, with a prepetition claim of $4,612.00. The Debtor is looking to sell the property to Mekane Hiwet Medhane Alem Tigray Orthodox Tewahdo Church, through its real estate agent/broker Kokeb Tarekegn and attorney Ali Kalarestaghi, Esq., for $5,400,000.00. The Purchaser is required to make an initial deposit of $100,000.00, with a second $100,000.00 due prior to the expiration of the feasibility study period. The proposed sale is a private sale, and the Debtor has agreed to "not actively solicit further offer; however, the Purchaser understands that, if a higher and better offer is received, the Debtor is obligated to present same to the Court." In such event, the Purchaser will be given a "first right of refusal to meet or exceed said higher and better offer," with the same being presented for court approval. The Debtor has further determined that the sale of the Property pursuant to the terms of the Contract for Sale will be in the best interest of itself and the creditors. About Iglesia de Dios Pentecostes, Mision el Buen Samaritano Iglesia de Dios Pentecostes is a pentecostal church in College Park, Maryland. Iglesia de Dios Pentecostes, Mision el Buen Samaritano filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-14088) on May 13, 2024. The petition was signed by Juan M. Flores as pastor/president. At the time of filing, the Debtor estimated $5,829,100 in assets and $3,569,268 in liabilities. Judge Lori S. Simpson, presides over the case. Michael A. Ostroff, Esq., at Montero Law Group, LLC, is the Debtor's counsel. Stephen A. Metz has been appointed as the Subchapter V Trustee. INDIVIDUALIZED ABA: Hires Michael Jay Berger as Legal Counsel ------------------------------------------------------------- Individualized ABA Services for Families LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Law Offices of Michael Jay Berger as attorney. The firm's services include: (a) communicate with creditors of the Debtor; (b) review Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (e) prepare status reports as required by the court; and (f) respond to any motions filed in the Debtor's bankruptcy proceeding. The firm will be paid at these rates: Michael Jay Berger $645 per hour Sofya Davtyan $595 per hour Robert Poteete $475 per hour Mid-level Associate $275 per hour Senior paralegals and law clerks $200 per hour The firm will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, a partner at Law Offices of Michael Jay Berger, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, California 90212-2929 Telephone: (310) 271-3223 Facsimile: (310) 271-9805 E-mail: michael.berger@bankmptcypower.com About Individualized ABA Services for Families LLC Individualized ABA Services for Families LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-41559) on October 2, 2024. In the petition filed by Raajna Naidu, as CEO, the Debtor reports total assets of $193,244 and total liabilities of $1,635,914. The Debtor is represented by Michael Jay Berger, Esq. at LAW OFFICES OF MICHAEL JAY BERGER. INDUSTRIAL RESOURCE: Case Summary & Seven Unsecured Creditors ------------------------------------------------------------- Debtor: Industrial Resource Services LLC 56 Foote Avenue Duryea, PA 18642 Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court Middle District of Pennsylvania Case No.: 24-02756 Judge: Hon. Mark J Conway Debtor's Counsel: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC 2320 N. Second St. Harrisburg, PA 17110 Tel: (717) 238-6570 Email: rec@cclawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Gilchrist as member. A copy of the Debtor's list of seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6R3MV2I/Industrial_Resource_Services_LLC__pambke-24-02756__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6NFBI5Y/Industrial_Resource_Services_LLC__pambke-24-02756__0001.0.pdf?mcid=tGE4TAMA INGENOVIS HEALTH: Moody's Lowers CFR to 'Caa1', Outlook Negative ---------------------------------------------------------------- Moody's Ratings downgraded the ratings of Ingenovis Health, Inc. including the corporate family rating to Caa1 from B2, and probability of default rating to Caa1-PD from B2-PD, and the ratings on the senior secured first lien bank credit facilities to Caa1 from B2. The outlook remains negative. The downgrade of Ingenovis' CFR reflects the company's deteriorating credit metrics as revenue continues to decline due to lower demand in the nurse staffing industry. The bill-pay spread has continued to compress and as a result, debt-to-EBITDA as of LTM June 30, 2024 was 9.4x, which Moody's forecasts will continue to rise through the end of 2024. Ingenovis does not currently rely on its revolving credit facility, but Moody's forecasts that it may need to rely on the facility as it continues to burn cash over the next 12-18 months. Ingenovis has implemented many cost cutting initiatives of which $60 million has been effectuated and another $25 million has been identified. However, these steps have not been able to offset the margin compression and decline in demand. Governance considerations are material to the rating action. Financial policy and risk management have contributed to the company's high financial leverage and ability to withstand the sector's headwinds. While Ingenovis has been cutting costs, the cost savings have not come quickly enough to offset the margin compression. The negative outlook reflects Moody's expectation that leverage will rise and remain elevated, as the company continues to face margin pressure, which could result in an unsustainable capital structure. RATINGS RATIONALE Ingenovis' Caa1 CFR is constrained by rising financial leverage and deteriorating credit metrics due to lower demand. Moody's expects leverage to remain in the 10x range in the next 12-18 months. The rating is also constrained by the cyclical nature of demand for travel nurses and labor pressure including the rising wages and shortage of nurse staffing. The company benefits from strong customer and geographic diversification and solid long-term growth prospects supported by industry trends including nursing shortages and an aging population requiring more frequent medical attention. Moody's expects Ingenovis to maintain adequate liquidity. As of June 30, 2024, the company had $82 million of cash, and access to an undrawn $85 million committed revolving credit facility (expiring March 2026). Moody's expects the company will have negative free cash flow in 2024. The secured revolver is subject to a springing first lien net leverage covenant of 7.5x when more than 35% drawn. If the company draws on the revolver, it will only have about $30 million cushion as Moody's expects the covenant to be triggered. Ingenovis' first lien facilities (revolver due 2026 and term loan due 2028) are rated Caa1, at the same level as the CFR, given that they represent the preponderance of liabilities in the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company improves its operating performance and profitability including margin stabilization. Improvement in liquidity such that there is consistent positive free cash flow generation would support an upgrade. Quantitatively, the ratings could be upgraded if adjusted debt/EBITDA is sustained below 7.0x. The ratings could be downgraded if the company's credit metrics and liquidity continue to deteriorate such that the capital structure becomes unsustainable increasing the probability of a default. Ingenovis Health is an Ohio based temporary healthcare staffing agency providing nurses on assignments to hospitals and medical centers, including traditional, fast response, locum tenens, practice-based solutions, cardiology specialty nurse & allied, and acute and alternative setting, and allied staffing, across the US. The company also supplies nurses during strikes and provides interventional cardiologists for rural and remote hospitals. Ingenovis is majority owned by Cornell and Trilantic Capital Partners (the Investor Group). As of LTM June 30, 2024, Ingenovis generated $1.3 billion of revenue. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. INVINCIPLEX LLC: Court Narrows Claims in Hancock Lawsuit -------------------------------------------------------- In the case captioned as HANCOCK WHITNEY BANK, Plaintiff, vs. FLC LIVING, LLC, et al., Defendants, CIVIL ACTION NO. 1:24-00143-KD-MU (S.D. Ala.), Judge Kristi K. DuBose of the United States District Court for the Southern District of Alabama granted in part Hancock Whitney Bank's motion for summary judgment. Summary judgment against FLC Living, MJO, and Invinci is denied. Hancock Whitney is entitled to summary judgment against Michael A. Harry for breach of contract. In December 2022, FLC Living and Invinciplex, LLC entered into a United States Small Business Administration Note naming Hancock Whitney as the lender. The principal balance of the Note was $1,350,000 with a variable interest rate based on Wall Street Journal Prime + 2.50%, an initial rate of 9.50% adjusted every calendar quarter. Invinci Corporation, Harry, and MJO signed unconditional limited guarantees of that Note. FLC Living also pledged a First Priority Mortgage, Assignment of Rents, Security Agreement and Fixture Filing as security for the Note. Beginning in January 2024, Invinciplex and FLC Living failed to make the monthly payments due under the Note. On February 9, 2024, Hancock Whitney gave Invinciplex, LLC and FLC Living notice of default and demanded payment for all past due months. On March 7, 2024, Hancock Whitney gave FLC Living, Invinciplex, MJO, Invinci, and Harry notice that -- because of the defaults --the loan had been accelerated. Hancock Whitney also demanded payment of principal, interest, and collection costs. On March 15, 2024, Hancock Whitney again demanded payment in full. As of April 16, 2024, the Note's principal balance was $1,345,347.66 and interest due was $58,082.75, exclusive of other fees and costs associated with collection. Hancock Whitney's motion for summary judgment starts with the premise that summary judgment is proper without discovery because "Harry, FLC Living, MJO, and Invinci admit the majority of Hancock Whitney's allegations." To start, the answers from FLC Living, MJO, and Invinci were stricken. Hancock Whitney has conceded these "stricken pleadings aren't judicial admissions" and that "the court may not consider stricken pleadings in passing on a motion for summary judgment." Therefore, Hancock Whitney cannot rely on these stricken pleadings in its motion. Hancock Whitney has since filed a motion for default judgment against FLC Living, MJO, and Invinci. Courts may not grant summary judgment solely because the motion is unopposed. Thus, summary judgment against FLC Living, MJO, and Invinci is denied. Harry, on the other hand, filed an answer and responded to the motion for summary judgment. Harry's answer is a binding judicial admission. Therefore, the Court will analyze whether summary judgment against Harry is proper. Hancock Whitney's motion for summary judgment makes one claim: breach of contract. "The elements of a breach-of-contract claim under Alabama law are (1) a valid contract binding the parties; (2) the plaintiffs' performance under the contract; (3) the defendant's nonperformance; and (4) resulting damages." Hancock Whitney argues that all four elements are satisfied. Harry summarily disputes the allegation of a breach of contract and breach of guarantee. The question is whether the elements of breach of contract are satisfied based facts that cannot reasonably be disputed. Hancock Whitney argues that the Note and Guarantees are valid and enforceable contracts. Hancock Whitney has provided affirmative evidence showing that FLC Living and Invinciplex entered into a valid contract binding the parties, the Court finds. Harry admitted that the guarantees executed by Invinci Corporation and Michael A. Harry included the performance guarantee of two co-borrowers, Invinciplex, LLC and FLC Living, LLC. Therefore, it is undisputed that Harry executed a guarantee on the Note. Clearly, there was a valid contract binding Hancock Whitney and Harry, the Court concludes. Hancock Whitney argues that FLC Living breached its duties under the Note by failing to make the required payments on the first of each month, and then by failing to pay the Note off after acceleration. Hancock Whitney argues that Invinci, MJO, and Harry breached their duties by failing to "pay all amounts due under the Note when Lender makes written demand upon Guarantor." Hancock Whitney cites to the admissions of the Defendants that Hancock Whitney made a written demand on them for the entire amount of indebtedness. The record shows that Hancock Whitney sent payment demands to all Defendants. The record also shows that Hancock Whitney "has not received payments due under the Note for January, February, March, April, May, June, July, or August of 2024." There is no evidence to the contrary. Thus, no reasonable jury could find that Harry has performed his obligations under the Guarantee, the Court states. Hancock Whitney has met its burden of proving that Harry breached his contract, but Hancock Whitney has not sufficiently proved the amount owed under the Note. Hancock Whitney shall provide additional briefing explaining the amount due under the Note, including how the interest rate and per diem is calculated, on or before October 31, 2024. A copy of the Court's decision dated October 17, 2024, is available at https://urlcurt.com/u?l=zpdXre About Invinciplex, LLC Invinciplex offers fully furnished and appointed corporate apartments for short-term and medium-term rentals as an alternative to staying in a hotel. Invinciplex, LLC in Mobile, AL, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Ala. Case No. 24-10939) on April 16, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Michael A. Harry as executuve director, signed the petition. GALLOWAY, WETTERMARK & RUTENS, LLP serve as the Debtor's legal counsel. INVO BIOSCIENCE: Completes Merger With NAYA Biosciences ------------------------------------------------------- INVO Bioscience announced on Oct. 14, 2024, that it has closed its merger with NAYA Biosciences, a company dedicated to increasing patient access to breakthrough treatments in oncology and autoimmune diseases. The combined company expects to change its name to NAYA Biosciences and trade on the NASDAQ under the "NAYA" ticker. The combined company will continue to operate the revenue-generating fertility business as well as expand its focus to the development of first-in-class clinical-stage assets in oncology and autoimmune diseases. The combined company will be led by INVO Chief Executive Officer Steve Shum, INVO Chief Financial Officer Andrea Goren, and Dr. Daniel Teper, founder and former CEO of NAYA Biosciences, who will be appointed as President of the combined company and Chief Executive Officer of the NAYA Therapeutics subsidiary. Dr. Teper has over 30 years of strategic leadership experience as a biopharma entrepreneur, corporate executive, and management consultant. Two members of NAYA's board, Dr. Teper and Ms. Lyn Falconio, will join the combined company's board alongside INVO's current board members. "We are confident that our expanded portfolio business model and combined assets have the potential to create significant value for both legacy and new shareholders," commented Steve Shum, CEO of the combined company. "Combining scalable, profitable revenues from our fertility business with the upside of innovative therapeutics optimizes risk-return for investors. In addition, the hub-and-spoke model allows for shared resources and talent to accelerate the development of our lean, agile subsidiaries." "We are excited about the growth potential of NAYA as a public company with improved access to capital and shared resources to accelerate the development of its pipeline," added Dr. Daniel Teper, President of the combined company and CEO of the NAYA Therapeutics subsidiary. "Our lead GPC3-targeting FLEX-NK™ bispecific antibody is entering Phase I/II clinical trials and uniquely positioned as a monotherapy option to address the unmet needs of the majority of hepatocellular carcinoma (HCC) patients not responding to current standard of care with checkpoint inhibitors. Our CD38-targeting FLEX-NK™ bispecific antibody has demonstrated a differentiated profile to daratumumab, establishing potential to both emerge as a best-in-class therapeutic in the competitive multiple myeloma market and address patient needs in the high-growth, underserved autoimmune disease market." About the Acquisition Under the terms of the amended and restated merger agreement, INVO acquired 100% of the outstanding equity interests in NAYA by means of a reverse triangular merger of a wholly owned subsidiary of INVO with and into NAYA, with NAYA surviving as a wholly owned subsidiary of INVO. In connection with the Merger, INVO issued to NAYA's security holders a combination of shares of INVO common stock, INVO Series C-1 preferred stock, and Series C-2 preferred stock. Subject to stockholder approval of the conversion of the Series C-1 and C-2 preferred stock into INVO common stock, each share of Series C-1 preferred stock will convert into shares of INVO common stock subject to certain beneficial ownership limitations initially set at and not to exceed 19.9%, and each share of Series C-2 preferred stock will become convertible into shares of INVO common stock at the option of the holder, subject to certain beneficial ownership limitations initially set at 9.99% and not to exceed 19.9% On a pro forma basis, based upon the number of shares of INVO common stock, Series C-1 preferred stock, and Series C-2 preferred stock, assuming the conversion of all such Series C-1 and C-2 preferred stock into INVO common stock, INVO equity holders immediately prior to the acquisition will own 17.75% of the combined company on an as-converted-to-common basis immediately after these transactions. The acquisition was approved by the board of directors of INVO and the board of directors and stockholders of NAYA. The closing of the transaction was not subject to the approval of INVO stockholders. INVO furnished to the U.S. Securities and Exchange Commission a Current Report on Form 8-K regarding the Merger, which will include the Amended and Restated Merger Agreement as an exhibit thereto. Stockholders and others wishing to obtain additional information regarding the Amended and Restated Merger Agreement and the Merger are urged to review these documents, which will be available at: https://tinyurl.com/5dsym6ct 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). 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. * * * This concludes the Troubled Company Reporter's coverage of INVO Bioscience until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. JASPAL DEOL: Debts to Goel Excepted from Discharge, Court Rules --------------------------------------------------------------- In the case captioned as PRABHAKAR GOEL, GOEL FAMILY VENTURES I LP, a Limited Partnership, and ECONERGY, INC., a California Corporation, Plaintiffs, v. JASPAL DEOL, Defendant, Adv. Pro. 18-02155 (E.D. Calif.), Judge Christopher M. Klein of the United States Bankruptcy Court for the Eastern District of California ruled that Jaspal Deol's debts to the plaintiffs are excepted from discharge. The dispute between Jaspal Deol on the one hand and Prabhakar Goel and Goel Family Ventures I LP on the other hand involved Loan and Co-Development Agreements for a solar power plant project by their corporation Econergy, Inc., near the village of Boparai Kalan, District of Ludhiana, State of Punjab, India. Deol and Goel are California residents, and GFV is a California entity. The agreements were negotiated and executed in California, with an express California choice of law provision. The agreements were construed as a single contract in JAMS Arbitration Case No. 1110016365. The loans and financing occurred primarily in California. Project construction and performance occurred in India. Pursuant to the agreements, GFV obtained 49% of the shares of Econergy, Inc. Deol retained 51% of the shares. Both Deol and Goel were Directors of Econergy. During construction, both Deol and Goel were involved in onsite supervision and both traveled between California and Punjab on multiple occasions. Deol was in control of the solar power project when it was completed and producing power into the electric grid. At some point, Deol, in effect, froze Goel out, even though Goel was a Director of the corporation and had funded a substantial portion of the construction. Deol rejected GFV's exercise of an option to purchase one-half of the project real estate. Among other things: Deol without notice to Goel replaced the accountant for the joint project with an accountant answerable only to Deol; did not distribute to Goel, or account to Goel for, project revenues; without notice to Goel filed tax returns for Econergy in California and in India claiming he was the sole owner of the project; and transferred Econergy revenues to himself. Goel demanded arbitration. Deol counterclaimed. Initial proceedings pursuant to JAMS Comprehensive Arbitration Rules occurred over eleven days in 2016. The JAMS arbitration decision in favor of Goel for monetary relief of $1,466,564, together with injunctive relief, and monetary relief in favor the Defendant of $787,648, was confirmed by the Santa Clara County California Superior Court. On Deol's appeal, the California Sixth District Court of Appeal affirmed with an agreed modification reducing the Goel parties' award by $352,309 on a theory of double counting. The California Supreme Court denied Deol's Petition for Review. JAMS Arbitration Case No. 1110016365 was resolved by a series of awards: -- Partial Final Award. 6/21/2017. -- Order Enjoining Actions Undertaken by Jaspal Singh Deol in Violation of Orders Issued in this Proceeding. 8/16/2017. -- Further Partial Final Award Determining Value of Jaspal Deol's Interest in Econergy, Inc., and Value of Ludhiana Land. 2/20/2018. -- Further Injunctive Orders Directed to Jaspal Singh Deol. 2/20/2018. -- Further Injunctive Orders Directed to Jaspal Singh Deol. 2/20/2018. [second order of same date] -- Further Partial Final Award. 4/30/2018. -- Order on Attorneys' Fees, Costs, and Interest on Distributions. 11/16/2018. -- Final Award. 11/16/2018. The JAMS arbitrator noted at the end of the April 30, 2018, Further Partial Final Award, "As of the writing of this Further Partial Award, Deol has not fully complied with the orders. Enforcement through the courts appears needed." Deol filed a chapter 13 case in this Court on June 20, 2018. This Court by order entered October 31, 2018, granted Goel's motion for relief from the automatic stay to permit completion of the JAMS arbitration as to which fees, costs, and interest were not yet resolved. The Deol bankruptcy case was converted from chapter 13 to chapter 11 by order entered June 21, 2019. After three years of protracted but fruitless mediation, a chapter 11 trustee was appointed November 2, 2022, thereby ousting Deol from Debtor in Possession status. The case was converted to chapter 7 at the recommendation of the chapter 11 trustee effective December 15, 2023. In the bankruptcy case, Prabhakar Goel, Goel Family Ventures I LP, and Econergy, Inc. filed a Complaint commencing adversary proceeding 2018-02155 on October 1, 2018. In addition to requesting declarations that the then-incomplete JAMS Arbitration rulings are binding on Deol, the Complaint alleged Deol's debts to them are excepted from discharge on three counts: 11 U.S.C. Secs. 523(a)(2) for Actual Fraud; Sec. 523(a)(4) Defalcation in a fiduciary Capacity; and Sec. 523(a)(4) Embezzlement and Larceny. The evidentiary phase of the trial occurred October 24-25, 2019. At the close of the plaintiff's evidence, a fourth count under Sec. 523(a)(6) Willful and Malicious Injury was added to conform to evidence on a theory of implied consent pursuant to Civil Rule 15(b)(2). Fed. R. Civ. P. 15(b)(2), incorporated by Fed. R. Bankr. P. 7015. The Count Four request for a Declaratory Judgment that Deol must obey the rulings of the JAMS arbitrator has been rendered moot by the subsequent entry of a judgment that is now final in all respects under applicable nonbankruptcy law, the Bankruptcy Court holds. The Declaratory Judgment court was pled when the JAMS arbitration was in an interlocutory status before there was a Final Award. Accordingly, the JAMS arbitration award has been elevated to the status of a judgment that after full appellate review is now final and enforceable in all respects, the Bankruptcy Court states. It being beyond cavil that Deol is bound to obey the final judgment, the request for Declaratory Judgment in the Complaint has been overtaken by events and is now moot, the Bankruptcy Court concludes. The applicable California rules of issue preclusion doom the defendant regarding exception to discharge under 11 U.S.C. Secs. 523(a)(2) and 523(a)(4), the Bankruptcy Court finds. Independent evidence dooms the defendant to exception to discharge under 11 U.S.C. Sec. 523(a)(6), the Bankruptcy Court states. Judgment will be entered on all other counts determining the debts Defendant Jaspal Deol to Plaintiffs Prabhakar Goel and Goel Family Ventures I LP determined in JAMS Arbitration Case No. 1110016365 are excepted from discharge pursuant to adequate, independent theories of: 11 U.S.C. Sec. 523(a)(2)(A) Actual fraud; 11 U.S.C. Sec. 523(a)(4) Fraud or Defalcation While Acting in Fiduciary Capacity; 11 U.S.C. Sec. 523(a)(4) Embezzlement or Larceny; 11 U.S.C. Sec. 523(a)(6) Willful and Malicious Injury by the Debtor to Another Entity or to the Property of Another Entity, the Bankruptcy Court holds. A copy of the Court's decision dated October 16, 2024, is available at https://urlcurt.com/u?l=R8mD7d Jaspal Deol's bankruptcy case was converted from chapter 13 to chapter 11 by order entered June 21, 2019. A chapter 11 trustee was appointed November 2, 2022. The case was converted to chapter 7 at the recommendation of the chapter 11 trustee effective December 15, 2023. JORDAN HEALTH: U.S. Trustee Slams Expense Reimbursement Bid ----------------------------------------------------------- Emily Lever of Law360 Bankruptcy Authority reports that the U.S. Trustee's Office has requested that a Delaware bankruptcy judge reject Jordan Health Products' proposal to provide up to $750,000 in expense reimbursement to its stalking horse bidder. The Trustee contended that the bidder purchased Jordan's debt specifically to submit the bid, making additional incentives unnecessary. About Jordan Health Products Jordan Health Products I, Inc., doing business as Avante Health Solutions, is a provider of medical equipment solutions, selling new and refurbished equipment, parts, service, support, and training to healthcare facilities worldwide. Several Avante businesses act as independent service organizations ("ISO") for various medical facilities to provide maintenance and support services for equipment manufactured and produced by other companies (known as original equipment manufacturers, or "OEMs"). Jordan Health Products I, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12271) on Oct. 8, 2024. In the petitions signed by Rob Hubbard, chief restructuring officer, the Debtors disclosed up to $100 million in estimated assets and up to $500 million in estimated liabilities. The Debtors tapped Polsinelli PC as counsel, Riveron Management Services, LLC as restructuring advisor, and Livingstone Partners LLC as investment banker. Omni Agent Solutions, Inc., is the Debtors' notice, claims, and balloting agent. KBR INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable ---------------------------------------------------------- Moody's Ratings affirmed KBR, Inc.'s Ba2 corporate family rating and Ba2-PD probability of default rating. Concurrently, Moody's affirmed the Ba1 ratings on the senior secured first lien bank credit facilities. Moody's downgraded the senior unsecured notes rating to B1 from Ba3. Moody's upgraded the Speculative Grade Liquidity Rating (SGL) to SGL-1 from SGL-2. The outlook remains stable. The affirmation of the Ba2 corporate family rating reflects Moody's view that KBR will continue to generate solid operating performance and free cash flow driven by both the government and sustainability solutions businesses. The upgrade of the SGL to SGL-1 reflects Moody's expectation that the company will generate strong free cash flow and maintain a healthy cash balance over the next 12-18 months. The downgrade of the senior unsecured notes reflects an ongoing shift in the composition of KBR's capital structure that favors secured debt. The acquisition of LinQuest Corporation (LinQuest) in September 2024 was largely funded with secured debt. The stable outlook reflects Moody's view that KBR will successfully integrate LinQuest without disruption to existing operations. The stable outlook also reflects Moody's expectation that KBR will use free cash flow to pay down debt used to fund the LinQuest acquisition by 2027 and return credit metrics to pre-acquisition levels by the end of 2025. RATINGS RATIONALE The Ba2 CFR reflects KBR's established market position with strong capabilities in project and infrastructure management. Most the company's revenue is generated from government services, but growth within the sustainable technologies segment will better diversify KBR's business and improve its profitability. The Ba2 CFR also reflects the company's moderate leverage; pro forma adjusted debt/EBITDA was 3.6 as of June 28, 2024. KBR's ratings also reflect the company's exposure to program concentration in certain government markets. KBR's increasing focus on sustainable and cleaner technologies, while enhancing growth prospects reflects a pivot from its legacy business and presents execution risk. KBR's SGL-1 rating reflects its very good liquidity. Liquidity sources include $414 million of cash as of June 30, 2024, and $795 million of availability under the $1 billion revolving credit facility. In addition, Moody's expect the company will generate $300 million of free cash annually over the next several years. The Ba1 ratings for KBR's senior secured term loans and revolving credit facility are one notch above the CFR. This reflects their seniority and first lien security interest in substantially all assets of the company. The B1 rating for the company's senior unsecured notes is two notches below the CFR. This reflects their first loss position relative to the senior secured bank credit facilities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of the ratings include successful integration of the LinQuest acquisition without disruption to existing businesses. An upgrade would also be supported by debt/EBITDA approaching 3.0x and free cash flow/debt of 10%. Factors that could lead to a ratings downgrade include the undertaking of more aggressive financial policies, the incurrence of significant project charges or margin pressure. Debt/EBITDA above 4.5x or free cash flow-to-debt below 5% could also result in a downgrade. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. KBR, Inc., headquartered in Houston, Texas, is a global provider of differentiated professional services and technologies spanning government, defense and industrial sectors. Revenue for the twelve months ended June 30, 2024 was approximately $7.2 billion. LABRUZZO COMMERCIAL: Seeks 30-Day Extension of Plan Filing Deadline ------------------------------------------------------------------- LaBruzzo Commercial Properties, LLC, asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend its period to file an Amended Disclosure Statement, Chapter 11 Plan, and Plan Summary for 30 days. The Debtor originally commenced this case by filing for emergency bankruptcy relief under Chapter 11 of the Bankruptcy Code on July 27, 2023. The Bankruptcy Court entered an order to file Amended Disclosure Statement, Chapter 11 Plan, and Plan Summary on June 28, 2024. The Debtor explains that it is believed a resolution of the matter with United States Small Business Administration has been reached, but an Amended Claim has yet to be filed by the creditor, which will impact the creation of a Plan. Attorney for the Debtor: Brian C. Thompson, Esq. THOMPSON LAW GROUP, P.C. 301 Smith Drive, Suite 6 Cranberry Township, PA 16066 Tel: (724) 799-8404 Fax: (724) 799-8409 E-mail: bthompson@thompsonattorney.com About LaBruzzo Commerical Properties Labruzzo Commerical Properties, LLC, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 23-10388) on July 27, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Joseph Labruzzo, president, signed the petition. Judge John C. Melaragno oversees the case. Brian C. Thompson, Esq., at Thompson Law Group, P.C., is the Debtor's bankruptcy counsel. LABRUZZO WOODLANDS: Seeks 30-Day Extension of Plan Filing Deadline ------------------------------------------------------------------ LaBruzzo Woodlands, LLC, asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend its period to file an Amended Disclosure Statement, Chapter 11 Plan, and Plan Summary for 30 days. The Debtor originally commenced this case by filing for emergency bankruptcy relief under Chapter 11 of the Bankruptcy Code on July 27, 2023. The Bankruptcy Court entered an order to file Amended Disclosure Statement, Chapter 11 Plan, and Plan Summary on June 28, 2024. The Debtor explains that progress has been made in resolving the claim of United States Small Business Administration, but the Department of Environmental Protection matter remains open and ongoing, and resolution of that matter significantly impacts the Plan. As of the filing of the Motion, it is Debtor's understanding that the engineer's report was prepared and provided to Department of Environmental Protection for review, and that review is in process. Counsel to the Debtor: Brian C. Thompson, Esq. Thompson Law Group, PC 125 Warrendale Bayne Road, Suite 200 Warrendale, PA 15086 Telephone: (724) 799-8404 Facsimile: (724) 799-8409 Email: bthompson@thompsonattorney.com About LaBruzzo Woodlands LaBruzzo Woodlands, LLC, is engaged in activities related to real estate. The Debtor offers duplexes, tri-plexes apartments, and houses as well as commercial spaces. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10389) on July 27, 2023. In the petition signed by Joseph LaBruzzo, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge John C. Melaragno oversees the case. Brian C. Thompson, Esq., at Thompson Law Group, P.C., is the Debtor's legal counsel. LALA'S SANGRIA: Unsecureds to Split $30K over 3 Years ----------------------------------------------------- LaLa's Sangria Bar, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan dated September 12, 2024. Founded in 2018, Lala's is a Florida limited liability company, which operates a restaurant and bar in downtown Tampa. The Debtor operates the restaurant and bar at 203 North Meridian Ave, Tampa, Florida 33602. The Debtor leases its business premises from UDR Inc. and is current on its obligations under the lease. The Debtor's chapter 11 filing was primarily caused by cash flow issues resulting from long lasting impacts of the COVID-19 pandemic. The Debtor's financial problems have been exacerbated by rapidly rising inflation, resulting in a sharp increase in food and supply costs. In an effort to carry the Debtor through this period, the Debtor turned to short-term funding sources with a high cost of capital known as "merchant cash advance" ("MCA") funding with various companies. However, this only served to further the Debtor's problems as MCA funders began siphoning the Debtor's cash flow. The Debtor also fell behind on sales and use taxes, and a tax warrant was recorded on May 9, 2024. The Debtor filed this case primarily to obtain relief from the financial pressure created by the MCA funding and to address the claims of the Florida Department of Revenue on account of delinquent sales and use taxes. As a result of these issues, the Debtor's financial difficulties mounted such that this chapter 11 case became the best alternative to allow the Debtor to restructure its obligations and restructure its obligations and reorganize for the benefit of all creditors. The Debtor estimates its general unsecured claims, including estimated deficiency claims, are approximately $1,026,703.81. Class 12 consists of General Unsecured Claims. The holder(s) of Allowed General Unsecured Claim(s) shall receive its pro rata share of the Unsecured Creditor Fund, which amount shall equal the Debtor's projected disposable income the three-year period following the Effective Date. The pro rata share of any distributions on account of any Allowed Class 12 Claim will be calculated as a fraction of the amount of any such distribution, the numerator of which shall be the Allowed amount of the Class 12 Claim and the denominator of which shall be the aggregate Allowed amount of all Allowed Class 12 Claims. As set forth on this Plan, the distributions to the holders of Allowed Class 12 Claims will be approximately $30,000.00. Class 12 is Impaired. Class 13 consists of all Allowed equity interests. On the Effective Date, the holders of equity interests in the Debtor shall be entitled to retain all legal, equitable, and contractual rights in such equity interests, and provided, however, holders shall not be entitled to any distribution from the estate on account of such equity interests until the satisfaction of all Allowed Administrative Expense Claims. The Plan will be funded by the Carve-Out generated from the sale proceeds paid by the Purchaser. Allowed Administrative Expense Claims, Priority Tax Claims, and Priority Claims will be paid in full by the Purchaser on the Effective Date or as may be otherwise provided by the Plan or agreed by the Purchaser and the Holder of the Allowed Claim. To the extent the collateral is purchased by the Purchaser, the Purchaser will pay the Allowed Secured Claims of the creditor as provided in this Plan. Allowed Class 12 General Unsecured Claims will receive their pro rata share of the Unsecured Distribution Fund, which will equal the projected disposable income of the during the 36-month period following the Effective Date. A full-text copy of the Subchapter V Plan dated September 12, 2024 is available at https://urlcurt.com/u?l=Ps3qBS from PacerMonitor.com at no charge. Counsel to the Debtor: Bush Ross, P.A. Kathleen L. DiSanto, Esq. Post Office Box 3913 Tampa, Florida 33601-3913 Email: kdisanto@bushross.com About LaLa's Sangria Bar LLC LaLa's Sangria Bar LLC, a restaurant in Tampa Bay, Fla., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03389) on June 14, 2024. Judge Roberta A. Colton oversees the case. The Debtor tapped Kathleen DiSanto, Esq., at Bush Ross, PA as counsel and Terrence Oraha, CPA, PLLC as accountant. LAREDO OIL: Incurs $469K Net Loss in First Quarter -------------------------------------------------- Laredo Oil, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $469,252 on $6,048 of revenue for the three months ended Aug. 31, 2024, compared to a net loss of $1.12 million on $0 of revenue for the three months ended Aug. 31, 2023. As of Aug. 31, 2024, the Company had $4.67 million in total assets, $15.90 million in total liabilities, and a total stockholders' deficit of $11.23 million. Laredo stated, "The Company has routinely incurred losses since inception, resulting in an accumulated deficit, and historically was dependent on one customer for its revenue. There is no assurance that in the future any financing will be available to meet the Company's needs. This situation raises substantial doubt about the Company's ability to continue as a going concern within one year of the issuance date of these consolidated financial statements. "The Company's management has undertaken steps as part of a plan to improve operations with the goal of sustaining operations for the next twelve months and beyond. These steps include an ongoing effort to (a) controlling overhead and expenses; (b) raising funds connected with specific well development; and (c) raising funds through notes payable and convertible debt to expand and fund property acquisitions exploration and development as well as maintaining operations. The Company has worked to attract and retain key personnel with significant experience in the industry. At the same time, to control costs, the Company has required several of its personnel to multi-task and cover a wider range of responsibilities to manage the Company's headcount. There can be no assurance that the Company can successfully accomplish these steps and it is uncertain that the Company will achieve a profitable level of operations and obtain additional financing. There can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at all." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1442492/000119983524000457/lrdc-10q.htm About Laredo Oil Inc. Austin, TX-based Laredo Oil, Inc. is an oil exploration and production company primarily engaged in acquisition and exploration efforts for mineral properties. In addition to pursuing conventional oil recovery methods in selected oil fields, Laredo Oil plans to locate and acquire mature oil fields, with the intention of recovering "stranded" oil using enhanced recovery methods. The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Sept. 30, 2024, citing that the Company has yet to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations all of which raises substantial doubt about its ability to continue as a going concern. LEARFIELD COMMUNICATIONS: Repriced Loan No Impact on Moody's Rating ------------------------------------------------------------------- Moody's Ratings said that Learfield Communications, LLC's proposed repricing of the existing outstanding $564.3 million backed senior secured first lien term loan due June 2028 will not impact the company's ratings, including the Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating and the Caa1 backed senior secured first lien bank credit facilities ratings. The outlook is positive. On October 21, 2024, Learfield announced that it has launched a repricing of its outstanding $564.3 million backed senior secured first lien term loan due June 2028. This repricing will not change the debt amount or the key terms and conditions of the credit agreement. Moody's view the proposed repricing as modestly credit positive due to marginal interest expense savings and free cash flow improvement. Assuming that all lenders consent to the proposed repricing, which lowers the interest rate from the current SOFR+550bps with a 2% floor to a new SOFR+500bps with a 0% floor, Moody's estimate annual interest savings of approximately $3 million. The transaction will not impact Learfield's adjusted financial leverage of approximately 4.8x (5.0x excluding Moody's standard lease adjustments with no add backs to one off expenses) as of the last twelve months ending June 2024 (FY 2024). Learfield's Caa1 CFR reflects moderate financial leverage with the potential for further de-leveraging, high competition within the college multimedia rights industry, exposure to cyclical advertising demand and potential for higher multimedia rights fees. The company will continue to display improving operating performance supported by higher sponsorship revenue during the upcoming college football and basketball seasons, renegotiated multimedia rights agreements with better deal economics and strong demand for live events. Over the next 12 to 18 months, Moody's expect low single digit revenue growth and improving EBITDA margins to drive debt to EBITDA to below 4x and positive free cash flow. EBITDA margins will expand driven by top line growth and disciplined cost management. The ratings could be upgraded if Learfield demonstrates a track record of continued positive organic revenue growth and expanding profitability along with an expectation of positive free cash flow generation post restructuring. A good liquidity position with meaningful revolver availability and prudent financial policies would also be required. The ratings could be downgraded if Moody's adjusted leverage (excluding lease adjustments) remains above 7x due to lost multimedia rights contracts or overall weak operating performance. A deteriorating liquidity position could also lead to negative ratings pressure. Learfield Communications, LLC (Learfield) is an operator in the collegiate sports multimedia rights and marketing industry with partnerships with approximately 200 premier collegiate athletic organizations. In September 2023, a debt restructuring was completed with former debt holders. The company is headquartered in Plano, TX with satellite sales offices located on or near college campuses across the country. The company reported consolidated revenue of $1.28 billion as of FY 2024. LI-CYCLE HOLDINGS: Appoints Marcum Canada as Independent Auditor ---------------------------------------------------------------- Li-Cycle Holdings Corp. held its reconvened annual general and special meeting of shareholders during which Marcum Canada, LLP was appointed as the Company's independent registered public accounting firm to serve as the independent auditor for the fiscal year ending December 31, 2024. Additionally, the Board of Directors was authorized to fix the auditor's remuneration. About Li-Cycle Holdings Corp. Li-Cycle Holdings Corp. is a Canada-based global lithium-ion battery resource recovery company and pure-play lithium-ion battery recycler. Vaughan, Canada-based KPMG LLP, the Company's former auditor, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has suffered recurring losses from operations since inception, continued cash outflows from operating activities and paused its construction of the Rochester Hub project, that raise substantial doubt about its ability to continue as a going concern. Li-Cycle reported a net loss of $138 million for the year ended December 31, 2023, compared to net loss of $70.8 million for the year ended December 31, 2022. As of June 30, 2024, Li-Cycle had US$899.9 million in total assets, US$664.2 million in total liabilities, and US$235.7 million in total equity. LI-CYCLE HOLDINGS: Glencore Entities Hold 48.5% Stake as of Oct. 15 ------------------------------------------------------------------- Glencore plc disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of October 15, 2024, it and its affiliated entities -- Glencore International AG and Glencore Canada Corporation -- beneficially owned an aggregate of 21,846,058 Common Shares issuable upon the conversion of the Senior Secured Convertible Note and A&R Glencore Convertible Notes directly owned by Glencore Canada Corporation, including accrued but unpaid interest through October 4, 2024, plus 7,423 Common Shares awarded to Mr. Kunal Sinha under the Company's 2021 Incentive Award Plan. This amount of Common Shares represents approximately 48.5% of the outstanding Common Shares and is calculated based on 23,219,238 Common Shares of the Company outstanding as of as of October 4, 2024 (such outstanding shares based on information provided to the Reporting Persons by the Company), plus the 21,846,058 Common Shares of the Company issuable to Glencore Canada Corporation upon conversion of all of the Senior Secured Convertible Note and A&R Glencore Convertible Notes directly owned by Glencore Canada Corporation including accrued but unpaid interest through October 4, 2024. Mr. Sinha is the Global Head of Recycling at the Glencore group and holds the securities reported herein for the benefit of the Reporting Persons, and will, after vesting, if applicable, transfer the securities directly to the Reporting Persons. A full-text copy of Glencore's SEC Report is available at: https://tinyurl.com/32xxfnny About Li-Cycle Holdings Corp. Li-Cycle Holdings Corp. is a Canada-based global lithium-ion battery resource recovery company and pure-play lithium-ion battery recycler. Vaughan, Canada-based KPMG LLP, the Company's former auditor, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has suffered recurring losses from operations since inception, continued cash outflows from operating activities and paused its construction of the Rochester Hub project, that raise substantial doubt about its ability to continue as a going concern. Li-Cycle reported a net loss of $138 million for the year ended December 31, 2023, compared to net loss of $70.8 million for the year ended December 31, 2022. As of June 30, 2024, Li-Cycle had US$899.9 million in total assets, US$664.2 million in total liabilities, and US$235.7 million in total equity. LIFE TIME: Moody's Assigns B2 Rating to New Secured Notes Due 2032 ------------------------------------------------------------------ Moody's Ratings assigned a B2 rating to Life Time, Inc.'s proposed senior secured notes due 2032. Life Time's existing ratings are unchanged, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating (PDR), and B2 rating on the senior secured credit facility. The speculative grade liquidity rating (SGL) remains unchanged at SGL-2. The outlook is positive. The proceeds from the proposed $400 million senior secured notes, along with proceeds from a $1 billion proposed senior secured first lien term loan due 2031, will be used to refinance the company's existing $925 million senior secured notes due 2026 and redeem the existing $475 million senior unsecured notes due 2026, as well as pay transaction fees and related costs. The notes will be pari passu with the senior secured bank credit facility. 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. Moody's intend to withdraw existing ratings on the secured and unsecured notes due 2026 once they are fully redeemed upon the close of this transaction. 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 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 SGL-2 speculative grade liquidity rating 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 RATING 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. The principal methodology used in this rating 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 (approximately 11%). Life Time generated about $2.4 billion of revenue for the 12 months ended June 30, 2024. LIGHTSTONE HOLDCO: Moody's Hikes Rating on Sr. Secured Loans to B1 ------------------------------------------------------------------ Moody's Ratings has upgraded Lightstone Holdco LLC's rating on its senior secured credit facilities to B1 from B2. The outlook is stable. RATINGS RATIONALE The upgrade to Lightstone's senior secured credit facilities to B1 from B2 considers the new 'capacity only' contracts at the Lawrenceburg plant, expected improvement to capacity and energy prices in 2025, and substantial progress made by the borrower to reduce debt. The Lawrenceburg combined cycle power plant has two 'capacity only' contracts totaling 840 MW (UCAP value) with the Indiana Michigan Power Company (I&M, A3 stable) starting in June 2028 through May 2034 at a fixed capacity price. While the Michigan Public Service Commission (MPUC) has approved the smaller 143 MW contract, the Indiana Utility Regulatory Commission (IURC) approval is still required for the larger 697 MW contract. That said, Moody's assume a high likelihood that the IURC will approve the contract since the proposed order to approve the 697 MW contract filed by I&M will not receive a filed response from the Indiana Office of Utility Consumer Counselor and Moody's are not aware of any opposition. The upgrade further acknowledges the potential for energy margin expansion for Lightstone's natural gas fired assets based principally upon the forward price curves for power and natural gas along with the revenue improvement expected across all Lightstone assets following the most recent capacity auction covering the June 2025 to May 2026 period which resulted in a sharp price increase to around $270/MW-day from around $29/MW-day for the prior period. Strong expected demand growth including new data centers, new manufacturing facilities, and electric vehicles are a major factor supporting the outlook for improving energy margins and the substantial capacity price increase. That said, PJM's recent proposal to delay the upcoming auction by six months also highlights the uncertainty around capacity prices. Importantly, the aforementioned capacity contracts with I&M substantially mitigates capacity price risk starting in June 2028 for the Lawrenceburg plant. Other considerations that support the upgrade include the continuing decline in Lightstone's leverage, the competitiveness of Lightstone's natural gas fired assets, project finance lender protections and meaningful energy hedging for the natural gas fired assets from 2025 to 2026. Lightstone's B1 rating also recognizes its exposure to volatile merchant and energy markets and continuing heightened environmental risks including carbon transition risk since approximately half of its generation is coal fired. The ongoing environmental risks faced by the approximately 50-year-old Gavin plant was further demonstrated in 2024 when the US Environmental Protection Agency (EPA) finalized stricter rules on wastewater, mercury and air toxics (MATS), and greenhouse gas (GHG) emissions in addition to finalizing stricter NOx emissions limits in 2023. Moody's incorporate the assumption that stricter environmental compliance rules will likely require capital spending over time. EPA's final GHG emissions rule, requires coal plants to either shut down before 2032, reduce their carbon emissions by 90% using carbon sequestration technology by 2032, or operate between 2032 through 2039 with partial co-firing with natural gas. The rating action on Lightstone does not factor in Cornerstone Generation, LLC's (CSG, Ba2 stable) proposed purchase of Lightstone's natural gas fired assets. Moody's understand that CSG's purchase of the natural gas fired assets is expected to close by early 2025 after receipt of necessary state and federal regulatory approvals. At the closing of the asset sale, Lightstone is expected to fully pay off all of its debt and its ratings will be withdrawn shortly thereafter. The Gavin coal fired plant is also being sold. RATING OUTLOOK The stable outlook reflects Moody's expectations that Lightstone's financial performance will improve in 2025 following more modest financial performance in 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING Lightstone's rating could be upgraded if the project is able to reduce debt substantial greater than Moody's current expectations or it is able to significantly mitigate both environmental and social risks associated with the Gavin coal fired plant. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING The project's rating could be downgraded if it does not continue to significantly reduce debt over time, if it experiences major operating issues on its key assets or financial metrics are lower than expected leading to Project CFO to Debt less than 10%, DSCR less than 1.75x or Debt to EBITDA exceeding 4.5x on a sustained basis. Profile Lightstone owns a 5.3 GW portfolio of power generation plants consisting of the 2.7 GW Gavin coal-fired plant in Ohio, the 1.2 GW Lawrenceburg combined-cycle natural gas fired plant in Indiana; the 0.9GW Waterford combined-cycle natural gas fired plant in Ohio; and the 0.5 GW Darby simple cycle gas fired plant in Ohio. All four facilities sell power and capacity into the PJM market. The borrower is indirectly owned by affiliates of Blackstone Group LP (50%) (Blackstone) and ArcLight Capital Partners LLC (50%) (ArcLight). The principal methodology used in these ratings was Power Generation Projects published in June 2023. LOUISIANA FIRE: Unsecureds Will Get 100% of Claims over 5 Years --------------------------------------------------------------- Louisiana Fire Extinguisher Inc. filed with the U.S. Bankruptcy Court for the Middle District of Louisiana a First Amended Subchapter V Plan of Reorganization dated September 12, 2024. The Debtor is the operator of a fire safety company that provides fire safety inspections and fire safety products to businesses. The Debtor is a Louisiana corporation that was organized in 1949. The Debtor has two shareholders: (i) James H. Grace, Sr. ("Mr. Grace, Sr.") holds a 50% interest in the Debtor, and (ii) John M. Grace, Jr. ("Mr. Grace, Jr.") holds the remaining 50% interest in the Debtor. The President of the Debtor is Mr. Grace, Jr. and its Vice-President is Mr. Grace, Sr. Kristina Fleming ("Mrs. Fleming" or "CEO") is the Chief Executive Officer, Secretary and Treasurer of the Debtor and oversees financial management of the Debtor. The Debtor has formulated a plan of reorganization. Under this Plan, the Debtor intends to distribute the disposable income generated from its operations to holders of Allowed Claims. This Plan provides for the treatment of Claims and Interests as follows, and as more fully described herein: * Allowed Priority Claims will be paid in full; * Allowed Secured Claims will be paid in full in deferred payments; * Allowed General Unsecured Claims are expected to be paid in full in deferred payments from disposable income within five years; however, payments to these claimants will cease after year 5 even if they have not been paid in full; and, * Equity Interests will retain their Interests in the Debtor. Based on its current forecasted revenues and expenses, the Debtor expects to pay all Allowed General Unsecured Claims in full from disposable income within five years after the Effective Date of this Plan. Class 4 consists of the Allowed General Unsecured Claims in the estimated amount of $1,313,968.48. The Holders of Class 4 Claims shall receive all disposable income generated by the operations of the Debtor over a 5-year period commencing on the Effective Date. The payments will be made based upon disposable income for every immediately previous quarter beginning with the partial fourth quarter of 2024 and for each quarter thereafter through and including the partial quarter ending on October 31, 2029, or until all Allowed Unsecured Claims have been paid in full, whichever occurs first. The first payment will be due and payable on or before January 31, 2025, and subsequent quarterly installments will be due and payable on the last business day of the calendar month following the end of each quarter. The Debtor reserves the right to prepay any and all amounts due to the Holders of Allowed General Unsecured Claims provided that any prepayments shall be distributed pro rata to all Class 4 claimants. Payments to Class 4 claimants will cease when all Class 4 claims are paid in full or after 5 years following the Effective Date of the Plan regardless of whether all Class 4 claims have been paid in full. Unless all Class 4 Claims have been paid in full, the final payment to Class 4 Claimants shall be made on or before November 30, 2029. This Class will receive a distribution of 100% of their allowed claims. Class 4 is Impaired under the Plan. The Holders of the Class 4 Allowed General Unsecured Claims are entitled to vote to accept or reject the Plan. Equity Interests shall retain their interest in the Debtor on and after the Effective Date. Equity Interests are Unimpaired and presumed to accept the Plan. Funds needed to make cash payments on or before the Effective Date under this Plan shall come from cash on hand and/or the receipt of accounts receivable. All distributions made after the Effective Date shall be made by the Debtor from revenues generated by the continued operation of its business. A full-text copy of the First Amended Plan dated September 12, 2024 is available at https://urlcurt.com/u?l=P95nhV from PacerMonitor.com at no charge. Counsel to the Debtor: Noel Steffes Melancon, Esq. William E. Steffes, Esq. The Steffes Firm LLC 13702 Coursey Blvd., Bldg. 3 Bato Rouge, LA 70817 Telephone: (225) 751-1751 Email: nsteffes@steffeslaw About Louisiana Fire Extinguisher, Inc. Louisiana Fire Extinguisher Inc. -- https://louisianafire.com/ -- specializes in Inspection, Repair, and Installation of Fire Sprinklers, Backflow, Hood Vent, Fire Alarm, and Extinguishers. Louisiana Fire Extinguisher Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 24-10478) on June 17, 2024. In the petition signed by John Mallory Grace, Jr., as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Noel Steffes Melancon, Esq. at THE STEFFES FIRM, LLC. LOVING KINDNESS: Case Summary & Six Unsecured Creditors ------------------------------------------------------- Debtor: Loving Kindness Healthcare Systems, LLC 155 North Craig Street, Suite 160 Pittsburgh, PA 15213 Business Description: Loving Kindness Healthcare is a state licensed Home Health Care Agency. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 24-22610 Debtor's Counsel: Robert S. Bernstein, Esq. BERNSTEIN-BURKLEY, P.C. 601 Grant Street 9th Floor Pittsburgh, PA 15219 Tel: 412-456-8100 Email: rbernstein@bernsteinlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Copa Davis 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/UA3D2XY/Loving_Kindness_Healthcare_Systems__pawbke-24-22610__0001.0.pdf?mcid=tGE4TAMA LUMIO HOLDINGS: Proposed Sale to White Oak Fails as Cash Runs Low ----------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Lumio Holdings Inc.'s planned sale to White Oak Global Advisors LLC has collapsed, leaving the bankrupt residential solar company with only a few days' worth of borrowed funds. When Lumio, based in Utah, filed for Chapter 11 in September, it aimed to sell its assets to White Oak in a $100 million credit bid, pending the emergence of a higher offer. On Oct. 22, 2024, Lumio's attorney, Robert J. Dehney of Morris, Nichols, Arsht & Tunnell LLP, announced that the deal with White Oak is no longer an option, according to Bloomberg Law. White Oak had also provided financing to help Lumio navigate the bankruptcy process, but now the company faces an uncertain future, the report relays. About Lumio Holdings Lumio Holdings, Inc., is a privately-held residential solar provider in Lehi, Utah, which is fully vertically integrated with a full suite of photovoltaic solar system sales, installation and operations. Lumio Holdings and Lumio HX, Inc. filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11916) on Sept. 3, 2024. Jeffrey T. Varsalone, chief restructuring officer, signed the petitions. At the time of the filing, the Debtors reported $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP, Houlihan Lokey Capital, Inc. and C Street Advisory Group as legal counsel, investment Banker and strategic communications advisor, respectively. Stretto, Inc. is the claims and noticing agent and administrative advisor. LYCRA CO: Searches for Private Deal to Refinance Debt ----------------------------------------------------- Carmen Arroyo, Giulia Morpurg and Dorothy Ma of Bloomberg Law report that textile manufacturer Lycra Co. is exploring a private deal with investors to refinance its most senior debt, according to sources familiar with the situation. The company, known for producing elastic materials used in yoga and cycling apparel, is in discussions with direct lenders and opportunistic funds to secure approximately $350 million. The sources, who requested anonymity due to the private nature of the information, indicated that these funds would be utilized to refinance a term loan that is set to mature in February and €300 million ($325 million) of notes due in April 2024. About Lycra Co. Lycra Co. is a textile company that produces elastic materials used in cycling and yoga apparel. MARIN SOFTWARE: To Cut 26% of Workforce in 2024 Restructuring Plan ------------------------------------------------------------------ Marin Software Incorporated disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on October 14, 2024, the Company commenced implementing an organizational restructuring and reduction in force plan to reduce the Company's operating costs, which is expected to result in the reduction of the Company's global employees by approximately 27 employees, representing approximately 26% of the Company's global employees as of September 30, 2024. In addition, the Company expects to release approximately seven independent contractors. The Company expects to substantially complete the 2024 Restructuring Plan by the end of the quarter ending December 31, 2024. The Company estimates that it will incur between approximately $0.6 million and $0.8 million of cash expenditures in connection with the 2024 Restructuring Plan, substantially all of which relates to severance costs. The Company expects to recognize the majority of the pre-tax restructuring charges by the end of the quarter ending December 31, 2024. Additionally, the Company estimates that the 2024 Restructuring Plan will result in pre-tax annualized cost savings of approximately $3.5 million to $3.7 million, all of which is related to the reduction in force pursuant to the 2024 Restructuring Plan. The Company expects to begin realizing the savings from the 2024 Restructuring Plan in the quarter ending December 31, 2024. About Marin Software Marin Software Incorporated is a provider of digital marketing solutions for search, social, and eCommerce advertising channels, offered as a unified SaaS, advertising management platform for performance-driven advertisers and agencies. The Company's platform is an analytics, workflow, and optimization solution for marketing professionals, enabling them to maximize the performance of their digital advertising spend. The Company markets and sells its solutions to advertisers directly and through leading advertising agencies, and its customers collectively manage billions of dollars in advertising spend on its platform globally across a wide range of industries. San Jose, California-based Grant Thornton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Feb. 23, 2024, citing that the Company incurred a net loss of $22 million during the year ended Dec. 31, 2023, and as of that date, the Company had an accumulated deficit of approximately $344 million and negative operating cash flows. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, Marin Software had $14.43 million in total assets, $4.57 million in total liabilities, and $9.86 million in total stockholders' equity. MARK STEVEN ACKER: Debts Nondischargeable Under Section 523(a)(6) ----------------------------------------------------------------- Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York ruled on the motion for partial summary judgment filed by David Acker and Karen Acker against Mark Acker in the case captioned as DAVID ACKER and KAREN ACKER, Plaintiffs, v. MARK STEVEN ACKER, Defendant, Adv. Pro. No. 22-07038 (SHL) (Bankr. S.D.N.Y.) The court granted summary judgment on the first cause of action under Section 523(a)(6) of the Bankruptcy Code and denied summary judgment with respect to the second cause of action under Section 523(a)(4) of the Bankruptcy Code. For more than ten years, the Plaintiffs and the Defendant have engaged in continuous legal warfare regarding the Estate and the Trust, which has delayed the final disposition of the Estate. In June 2022, the Defendant filed this bankruptcy case under Chapter 11 of the Bankruptcy Code. The Plaintiffs subsequently filed this adversary proceeding against the Defendant seeking to find certain of the Defendants' debts nondischargeable. The first cause of action in the Complaint sought to find the $960,000.00 in damages awarded to the Plaintiffs against the Defendant in the Judgment to be nondischargeable under Section 523(a)(6) as a debt resulting from willful and malicious injury. The second cause of action in the Complaint sought to find the same damages non-dischargeable under Section 523(a)(4) as a debt stemming from fraud or defalcation in a fiduciary capacity. The Plaintiffs now seek summary judgment on these two causes of action, relying solely on the findings of fact and the conclusions of law in the Judgment. They argue that findings of fact and conclusions of law from a prior Florida state court judgment against the Defendant have collateral estoppel effect in this case and are enough to establish the nondischargeability of their claims in this bankruptcy. The Defendant disagrees. He argues that the Judgment does not have preclusive effect and, in the alternative, that the findings and conclusions in the Judgment do not rise to the level necessary to hold the claim nondischargeable. The Defendant argues that collateral estoppel is inapplicable because there is a lack of identity of the parties in the Florida Litigation and in this adversary proceeding. The Defendant notes that the Plaintiffs appear in their personal capacity in this action, but contends that the Estate -- not the Plaintiffs -- was the real party in interest in the Florida Litigation. But the Court disagrees. The plain language of the Judgment makes clear that the same parties in interest in the Florida Litigation are the Plaintiffs in the adversary proceeding before the Court. Furthermore, the Judgment of the Florida Court makes clear that the two Plaintiffs in this case suffered the damages in their individual capacities from the conduct of the Defendant. But even if the Estate was the true party in interest to the Florida Litigation, the Plaintiffs were in privity with or were virtually represented by the Estate in the Florida Litigation such that collateral estoppel would nonetheless still apply to this adversary proceeding. Having determined that collateral estoppel applies to the Judgment, the Court now turns to whether the Judgment satisfies the requirements for nondischargeability under the Bankruptcy Code. Section 523(a)(6) of the Bankruptcy Code excepts a debt from discharge where it resulted from "willful and malicious injury by the debtor to another entity or to the property of another entity." The Bankruptcy Court notes the Judgment establishes the Defendant acted willfully in this case. The findings of fact and the conclusions of law of the Florida Court establish that the Defendant at a minimum knew that his conduct was substantially certain to cause an injury, and in fact acted with the intent to do so. This is demonstrated in various aspects of the Judgment. For instance, the findings of fact state that the Defendant engaged in "unilateral, intentional and substantial interference with the IRS regarding [a] pending audit" relating to the Estate, in violation of the Settlement Agreement, the Bankruptcy Court states. Additionally, Defendant continued to pursue claims against the Plaintiffs that he had expressly released in the Settlement Agreement, with the Florida Court noting that he breached his obligations under the Settlement Agreement "at every turn." According to the Bankruptcy Court, the findings and conclusions in the Judgment establish that the Defendant acted with malice in this case. A person of reasonable intelligence would clearly know that the Defendant's actions -- as an Estate fiduciary and as a party who had knowingly entered into the Settlement Agreement -- were "contrary to commonly accepted duties in the ordinary relationships among people, and injurious to" the Plaintiffs, and that his behavior breached his duties to the Plaintiffs under Florida law. Given this avalanche of findings by the Florida Court, the Bankruptcy Court finds malice is established from the Defendant's repeated actions in violation of the Settlement Agreement and to negatively impact or delay the finality of the Estate. The Bankruptcy Court says plaintiffs in this case have clearly suffered an injury. The Florida Court found that the Defendant's actions caused harm to the Plaintiffs directly and also harmed them as beneficiaries of the Estate by delaying the administration of the Estate incurring unnecessary costs and expenses. The Florida Court found that the Defendant's material breaches of the Settlement Agreement and breaches of his fiduciary duties resulted in "substantial unnecessary attorneys' fees and costs" and "actual damages". Section 523(a)(4) of the Bankruptcy Code excepts from discharge a debt "for fraud or defalcation while acting in a fiduciary capacity, embezzlement, or larceny . . . ." It is clear from the Judgment that the Defendant was acting in a fiduciary capacity and that the actions at issue were also taken by the Defendant in his capacity as co-personal representative of the Estate. But less clear is whether, based on the Judgment alone, the Bankruptcy Court can find that the Defendant's acts constituted fraud or defalcation as required by Section 523(a)(4). A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=ER2WEa Counsel for Plaintiffs David Acker and Karen Acker: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. DAVIDOFF HUTCHER & CITRON LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 E-mail: rlr@dhclegal.com jsp@dhclegal.com Counsel for Defendant Mark Steven Acker: Stephen H. Orel, Esq. SCHWARTZ SLADKUS REICH GREENBERG ATLAS LLP 444 Madison Avenue New York, NY 10022 E-mail: sorel@ssrga.com MARQUIE GROUP: Reports $205K Net Loss in First Quarter ------------------------------------------------------ The Marquie Group, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $204,944 on $0 of net revenues for the three months ended Aug. 31, 2024, compared to net income of $353,082 on $0 of net revenues for the three months ended Aug. 31, 2023. As of Aug. 31, 2024, the Company had $6.25 million in total assets, $6.24 million in total liabilities, and $11,492 in total stockholders' equity. At Aug. 31, 2024, the Company had negative working capital of $6,235,552 and an accumulated deficit of $15,068,430. The Company said these factors raise substantial doubt regarding its ability to continue as a going concern. "To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended May 31, 2025, and with the expected cash requirements for the coming year, there is substantial doubt as to the Company's ability to continue operations. "The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services," Marquie Group stated. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1434601/000168316824007249/tmgi_i10q-83124.htm About Marquie Group Inc. The Marquie Group, Inc. -- www.themarquiegroup.com -- is an emerging direct-to-consumer firm specializing in product development and media, including a dynamic radio and digital network. The Company crafts and promotes top-tier health and beauty solutions that enrich lives, showcased through engaging radio content for its audience. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2024, issued a "going concern" qualification in its report dated Sept. 3, 2024, citing that the Company suffered an accumulated deficit of $14,863,486, net loss of $165,456 as of May 31, 2024. These matters raise substantial doubt about the Company's ability to continue as a going concern. MDM RESTORATION: Case Summary & 13 Unsecured Creditors ------------------------------------------------------ Debtor: MDM Restoration Inc. 201 Davis Drive, Suite CC Sterling, VA 20164 Business Description: MDM Restoration helps those who need disaster recovery and building restoration services, whether with fire damage and smoke removal or storm and wind damage. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 24-11984 Debtor's Counsel: Richard G. Hall, Esq. RICHARD HALL 601 King Street Suite 301 Alexandria, VA 22314 Tel: (703) 256-7159 E-mail: richard.hall33@verizon.net Total Assets: $72,179 Total Liabilities: $1,075,612 The petition was signed by Roberto Antonio Fuenttes Ventura as director/owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6KI53AQ/MDM_Restoration_Inc__vaebke-24-11984__0001.0.pdf?mcid=tGE4TAMA MEIER'S WINE: Deadline to File Claims Set for Nov. 8, 2024 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set Nov. 8, 2024, at 5:00 p.m. (Prevailing Eastern Time) as the last date and time for all entities to file their proofs of claim against Meier's Wine Cellar Acquisition LLC and its debtor-affiliates. The Court also set Jan. 21, 2025, at 5:00 p.m. (Prevailing Eastern Time) as the deadline for all governmental units to file their claims against the Debtors. Entities must deliver the Proof of Claim Form in person or by courier service, hand delivery or mail so it is received on or before the applicable Bar Date at the following address: If by First-Class Mail: Meier's Wine Cellars Acquisition, LLC Claims Processing Center c/o Epiq Corporate Restructuring, LLC P.O. Box 4421 Beaverton, OR 97076-4421 If by Hand Delivery or Overnight Mail: Meier's Wine Cellars Acquisition, LLC Claims Processing Center c/o Epiq Corporate Restructuring, LLC 10300 SW Allen Blvd Beaverton, OR 97005 Additionally, entities submitting a Proof of Claim Form may deliver it electronically using the interface available on Epiq's website at https://dm.epiq11.com/VintageWine and click on "File a Claim" under "Case Actions." About Meier's Wine Cellars Acquisition Meier's Wine Cellars Acquisition, LLC -- https://www.vintagewineestates.com -- and its affiliates comprise a leading vintner in the United States, producing, bottling and selling wines and hard ciders through wholesale, direct-to-consumer and business-to-business sales. The Debtors' current portfolio consists of more than 30 brands, including luxury and lifestyle wines. The Debtors own and lease approximately 1,850 acres in premium wine-growing regions of the United States, operating 11 wineries that support nine tasting rooms. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11575) on July 24, 2024, listing $100 million to $500 million in both assets and liabilities. Kristina Johnston, secretary and treasurer, signed the petitions. Judge Mary F. Walrath oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Jones Day as legal counsels; GLC Advisors & Co., LLC as investment banker; and Riveron Consulting, LLC as financial advisor. Epiq Corporate Restructuring, LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Meier's Wine Cellars Acquisition, LLC and its affiliates. The Committee selected Fox Rothschild LLP as its counsel. MELT BAR: Unsecureds Will Get 4% of Claims over 3 Years ------------------------------------------------------- Melt Bar and Grilled, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Plan of Reorganization dated September 12, 2024. The Debtor is an operator of a local restaurant and eatery. Matthew Fish is its majority member and its president. On the Petition Date the Debtor owned and operated four restaurants in Ohio: one in Akron, one in Columbus, one in Lakewood, and one in Mentor. The Debtor then employed approximately 91 people both on a salary and an hourly basis. Since the filing of this bankruptcy case, the debtor attempted to stabilize its operations. However, it became apparent immediately after the filing that its sales at several locations continued to decline jeopardizing the Debtor's financial future. A tough decision was taken therefore to close all remaining locations except for Lakewood. The Debtor filed 3 motions to reject certain leases and executory contracts to further reduce its operational expenses. There were some costs which had to be met from reduced cash flow from this decision which adversely impacted the Debtor's cash position during the case. In addition, in the first week in August there was a major power outage in the city of Lakewood which caused the debtor to lose 4 days of sales. However, the Debtor was able to preserve its food by moving it to a different location. After closing all locations other than Lakewood, the Debtor closed the Lakewood location for one week in September to do some essential remodeling. Under this Plan the Reorganized Debtor will have only one location Lakewood, and 2 licensed locations at Progressive Field and Case Western Reserve University. The Debtor also proceeded to liquidate its unused equipment with some of the proceeds being used to pay administrative expenses and costs, and the balance being used to pay HNB. The Debtor's financial projections prepared by Rea show that the Debtor will have total projected disposable income for the 3-year period of $544,785.46 (the "Projected Disposable Income"). 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 and 2 will receive Distributions which the Debtor has estimated to be approximately 100 cents on the dollar during the term of this Plan. Class 3 also receive approximately 4% of their Allowed Claims. This Plan provides for full payment of Administrative Expenses and Priority Tax Claims. Class 3 consists of the Allowed Unsecured Claims, including the Allowed Unsecured Claims of HNB, the SBA and US Foods. Based on filed and scheduled claims there are potentially 100 holders of Allowed Unsecured Claims who may have approximately $5,143,556.23 in Unsecured Claims in this class, including the unsecured balance due HNB, the SBA and US Foods as well as the unsecured claims of the IRS, ODOT and CCA. 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 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. This Class is impaired. Class 4 consists of the Allowed Unsecured Claims of Matthew Fish other than equity claims. These claims total approximately $400,000. Mr. Fish's unsecured claims will be paid only if all Allowed Claims in Classes 1, 2 and 3 have been paid in full. Class 5 consists of the outstanding stock issued by the Debtor, which is owned by the Marc Glassman Trust UTA December 14, 2004 (10 Shares), Matthew Fish (80 Shares), Robert H Reiner (5 Shares) and Si Harb (5 Shares) (collectively the "Shareholders"). Confirmation of this Plan shall cause all prepetition stock issued by the Debtor to be revested in and retained the above shareholders as of the Petition Date and shall subject to and based upon the terms and conditions as they existed on the Petition Date. 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. About Melt Bar and Grilled Melt Bar and Grilled, Inc., owns and operates four restaurants in Ohio. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50879) on June 14, 2024, with up to $1 million in assets and up to $10 million in liabilities. Matthew K. Fish, president, signed the petition. Judge Alan M. Koschik oversees the case. Frederic P. Schwieg, Esq., at Frederic P. Schwieg Attorney at Law, is the Debtor's bankruptcy counsel. MERCER INT'L: Moody's Rates New $200MM Add-on Unsecured Notes 'B3' ------------------------------------------------------------------ Moody's Ratings assigned a B3 rating to Mercer International Inc.'s proposed $200 million add-on to its senior unsecured notes due 2028. The company's B2 corporate family rating, B2-PD probability of default rating, and B3 senior unsecured debt ratings remain unchanged. At the same time, Moody's changed the company's speculative grade liquidity rating (SGL) to SGL-3 from SGL-4. The outlook is unchanged at negative. The proceeds of the proposed $200 million add-on to the senior unsecured notes along with the company's cash on hand ($239 million cash as of Sept 30) will be used to redeem the $300 million senior notes due 2026. The transaction will reduce the company's refinancing risk and improve the debt maturity profile. However, Moody's expect the company's financial leverage will remain elevated longer than Moody's previous expectations as a result of recent unscheduled downtime and a tough pricing environment for pulp and wood products. RATINGS RATIONALE Mercer's rating (B2 CFR) benefits from its: (1) leading global market position in northern bleached softwood kraft (NBSK) pulp; (2) earnings contribution from relatively stable energy and chemical business segment; (3) operational flexibility and geographic diversity with several pulp mills in Germany and Canada, mass timber facilities in US, and wood product facilities in Germany, most of which produce surplus energy. Mercer's rating is constrained by: (1) very high financial leverage and low interest coverage through 2025; (2) the inherent price volatility of market pulp and lumber which periodically results in high leverage during trough market prices; and (3) high product concentration with over 75% of sales tied to pulp. Mercer has adequate liquidity (SGL-3). Liquidity sources total about $550 million as compared to about $50 million in uses. At Sept 2024 and pro forma for the add-on, the company will have over $100 million in cash and short-term investments, and about $315 million of availability under several committed credit facilities totaling about $450 million (most expiring in 2027). Uses of liquidity includes about $50 million of free cash flow consumption through September 2025. Moody's expect the company will remain in compliance with its financial covenants. The B3 rating on the company's senior unsecured notes, which is one notch below the B2 CFR, reflects the structural subordination to the Canadian revolving credit facility and other indebtedness and liabilities of the operating subsidiaries. The company's senior unsecured notes do not benefit from operating subsidiary guarantees. The negative outlook reflects Moody's expectations that Mercer's financial leverage will remain high over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Mercer's ratings could be downgraded if the company's liquidity and operating performance deteriorate, changes in financial management policies that would materially pressure the company's balance sheet, total adjusted debt to EBITDA is sustained above 6x, or interest coverage is sustained below 2x. Mercer's ratings could be upgraded if the company demonstrates less earnings volatility and increased resiliency during downturns, adjusted debt to EBITDA is sustained below 5x, interest coverage sustained above 3x, improvement in liquidity and conservative financial policies. Mercer International Inc. is a leading producer of NBSK pulp, operates two large lumber mills in Germany, and is a leader in mass timber in North America. The company is incorporated in the State of Washington and headquartered in Vancouver, British Columbia. The principal methodology used in these ratings was Paper and Forest Products published in August 2024. METRO MATTRESS: Committee Taps Platzer Swergold Goldberg as Counsel ------------------------------------------------------------------- The official committee of unsecured creditors of Metro Mattress Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Platzer, Swergold, Goldberg, Katz & Jaslow, LLP as counsel. The firm will render these services: a. advise the Committee with respect to its rights, duties and power in this bankruptcy case; b. review, analyze and respond to all applications, orders, statements and schedules filed with the court; c. review, analyze and respond to all liens asserted against the Debtor's assets; d. assist the Committee in its consultations with the Debtor relative to the administration of this bankruptcy case; e. assist the Committee in analyzing the claims of the Debtor's creditors and in negotiations with such creditors; f. assist with the Committee's investigation of the facts, conduct, assets, liabilities and financial condition of the Debtor; g. assist the Committee in its analysis and negotiations with the Debtor and any third party concerning matters related to the realization by creditors of a recovery on claims and other means of realizing value in this bankruptcy case; h. review with the Committee whether a Chapter 11 plan should be filed by the Committee or some other third party and draft a plan and disclosure statement; i. assist the Committee with respect to consideration by the Bankruptcy Court of any disclosure statement or plan prepared or filed pursuant to Secs. 1125 or 1121 of the Bankruptcy Code; j. assist and advise the Committee with regard to its communications to the general creditor body regarding the Committee's recommendations on any proposed Chapter 11 plan or other significant matters in this bankruptcy case; k. represent the Committee at all hearings and other proceedings; l. assist the Committee in its analysis of matters relating to the legal rights and obligations of the Debtor; m. review and analyze all applications, orders, statements and schedules filed with the Bankruptcy Court and advise the Committee as to their propriety; and n. assist the Committee in preparing pleadings and applications as may be necessary in the furtherance of its interests and objectives. The hourly rates of the firm's professionals are as follows: Partners $575 - $780 Associates $280 - $700 Paralegals $280 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer in the amount of $33,298 from the Debtor. Clifford Katz, Esq., an attorney at Platzer, Swergold, Goldberg, Katz & Jaslow, 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: Clifford A. Katz, Esq. Platzer, Swergold, Goldberg, Katz & Jaslow, LLP 475 Park Avenue South, 18th Floor New York, NY 10016 Telephone: (212) 593-3000 Email: ckatz@platzerlaw.com About Metro Mattress Corp. Metro Mattress Corp. is specialty retailer of mattresses serving New York, Connecticut, New Hampshire, Massachusetts, and Rhode Island customers. Metro Mattress Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-30773) on September 4, 2024. In the petition filed by Dino Cifelli, chief executive officer, the Debtor disclosed estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge Wendy A. Kinsella oversees the case. Barclay Damon LLP serves as the Debtor's counsel. MIDWEST VETERINARY: SVP's Deal No Impact on Moody's 'B3' CFR ------------------------------------------------------------ Moody's Ratings said that Southern Veterinary Partners, LLC's ("SVP", B2 stable) proposed acquisition of Midwest Veterinary Partners, LLC's ("MVP") has no immediate impact on MVP's B3 corporate family rating, B3-PD probability of default rating, and B3 ratings on the backed senior secured first lien bank credit facility, including the revolving credit facility, term loan, and delayed draw term loan. The outlook is stable. SVP announced that it will acquire MVP in a recapitalization that values the combined entity at $8.5 billion. The transaction is subject to regulatory approval and is expected to close by year-end 2024. Moody's expect that MVP's outstanding debt will be repaid following the close of the transaction. Following the repayment of MVP's debt, Moody's will withdraw the existing MVP ratings. Headquartered in Southfield, Michigan, Midwest Veterinary Partners, LLC is a national veterinary hospital consolidator, offering a full range of medical products and services, and operating 335 general practice locations across 35 states. The company generated over $1 billion of revenue for the last twelve months ended June 30, 2024. MVP is a portfolio company of Shore Capital Partners. MORAN FOODS: Moody's Withdraws 'Ca' Corporate Family Rating ----------------------------------------------------------- Moody's Ratings has withdrawn the ratings for Moran Foods LLC, including the company's Ca corporate family rating, Ca-PD probability of default rating, Caa2 rating on its backed senior secured delayed draw term loan, super senior, the Ca rating on its backed senior secured first lien first out ("FLFO") term loan, the C rating on its backed senior secured first lien second out ("FLSO") term loan, the C rating on its backed senior secured second lien term loan, as well as Moran's negative outlook. RATINGS RATIONALE Moody's have decided to withdraw the rating(s) because of inadequate information to monitor the rating(s), due to the issuer's decision to cease participation in the rating process. Moran Foods LLC is the parent of Save-A-Lot Holdings, LLC ("Save-A-Lot"). Moran Foods LLC is a wholesaler to about 759 retail partner licensed stores under the Save-A-Lot banner. The company is majority owned by its lenders including JP Morgan, CDPQ and Arbour Lane Capital and generates about $2.1 billion in annual revenue. MSHINGES.COM: Case Summary & Nine Unsecured Creditors ----------------------------------------------------- Debtor: MSHINGES.COM d/b/a Aerospace Machine & Supply 2937 N. Lamb Blvd. Las Vegas, NV 89115 Business Description: MSHINGES.COM d/b/a Aerospace Machine and Supply is a family owned and operated business that supplies aerospace hinges for the aerospace market. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court District of Nevada Case No.: 24-15588 Judge: Hon. August B Landis Debtor's Counsel: Matthew C. Zirzow, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: 702-382-1170 Fax: 702-382-1169 Email: mzirzow@lzlawnv.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Douglas B. Silva as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/L7NNBKQ/MSHINGESCOM__nvbke-24-15588__0001.0.pdf?mcid=tGE4TAMA NAT'L REALTY: Trustee Wins Summary Judgment in Media Effective Suit ------------------------------------------------------------------- In the case captioned as AIRN LIQUIDATION TRUST CO., LLC, Plaintiff, v. MEDIA EFFECTIVE LLC ET AL., Defendants, Adv. Pro. No.: 23-01335 (Bankr. D.N.J.), Judge John K. Sherwood of the United States Bankruptcy Court for the District of New Jersey entered a $4,605,112.16 plus pre- and post-judgment interest in favor of the Plaintiff and against the Defendants, Media Effective and Javier Torres, jointly and severally. The debtors in this liquidating chapter 11 case, National Realty Investment Advisors, LLC and its affiliates, allegedly engaged in a massive real estate Ponzi scheme. NRIA sought out wealthy individuals to invest in various real estate projects, promising guaranteed return rates and bonuses. Eventually, new investor money had to be used to pay returns due to existing investors. One of the architects of NRIA's scheme, Thomas "Nick" Salzano, has pled guilty to securities fraud, conspiracy to commit wire fraud, and conspiracy to defraud the United States. Another has fled the country. When NRIA could not pay the guaranteed returns to their investors and regular expenses as they came due, the Debtors filed for chapter 11 bankruptcy. The primary defendants in this adversary proceeding, Media Effective LLC and its owner and sole employee, Javier Torres, had a very lucrative relationship with NRIA. They were paid more than $38 million for advertising services designed to attract new investors. AIRN Liquidation Trust Co., LLC seeks to recover money from Media Effective, Javier Torres, and the other defendants for the benefit of NRIA's investors. The Debtors filed for chapter 11 relief on June 7, 2022. The Debtors submitted an Amended Chapter 11 Plan, which was confirmed on August 10, 2023. Pursuant to the Amended Plan, a liquidation trust was formed as the successor to the Debtors' bankruptcy estates for purposes of liquidating real estate assets and pursuing litigation. The Liquidation Trustee commenced this action based on the investigation of pre-petition transfers of NRIA. The Liquidation Trustee filed a nine-count Amended Complaint against Media Effective, Javier Torres, and other related individuals and entities based upon its allegations that Javier Torres: (i) defrauded innocent investors by knowingly promoting NRIA's fraudulent statements in the media; and (ii) deceived NRIA by charging an egregious commission for work largely done by a third-party vendor. As more evidence of fraudulent intent, the Plaintiff notes that monies received from NRIA were transferred by Mr. Torres to the other Defendants: his wife, son, daughters, and church. In Count I, the Liquidation Trustee alleges that all Defendants received actual fraudulent transfers because the transfers were made in furtherance of NRIA's effort to defraud investors. The Plaintiff alleges in Count II that the Defendants are transferees of constructive fraudulent transfers because Media Effective was grossly overcharging for its services to NRIA at a time when the Debtors were insolvent. In Count III, the Liquidation Trustee argues that Media Effective and Javier Torres aided and abetted in securities fraud under state law because, through reasonable care, they should have known about NRIA's fraud against the investors. Counts IV and V allege fraud and aiding and abetting in fraud directly against Media Effective and Javier Torres. The Plaintiff further claims that all Defendants were unjustly enriched in Count VI. Count VII seeks a preliminary injunction against all Defendants. For damages, the Plaintiff seeks $12,858,481.67 based on the fraudulent transfer and unjust enrichment claims. On account of the direct fraud claims (Counts IV, V and VI), the Plaintiff seeks $127 million in damages. After commencing this Adversary Proceeding, the Liquidation Trustee filed an Emergency Application for a Temporary Restraining Order, a Preliminary Injunction, and a Permanent Injunction to freeze the Defendants' assets connected to the alleged fraudulent transfers. Following a hearing on November 14, 2023, the Plaintiff and Defendants consented to the entry of a Temporary Restraining Order, prohibiting the Defendants from transferring their funds except for ordinary and necessary business or living expenses. Under the Temporary Restraining Order, the assets subject to the injunction include an Atlantic Highlands, New Jersey residence which Javier Torres bought in cash for around $1.5 million and transfers Mr. Torres made to personal investment accounts totaling approximately $8,463,800. The preliminary injunction hearing began on April 10, 2024, and continued on five separate days with closing arguments occurring on July 19, 2024. At the close of the Defendants' case in chief, Defendants moved for a ruling pursuant to Fed. R. Bankr. P. 7052. Defendants seek entry of partial judgment on Counts I-V, arguing that the Plaintiff failed to meet its burden of proof on these claims. The focus of the evidence presented by the parties was on two factual issues: (1) whether Media Effective and Javier Torres knew or should have known about NRIA's intention to mislead investors through Media Effective's ads; and (2) whether Media Effective dishonestly received an excessive commission. Count I of the Complaint alleges that NRIA transferred funds to the Defendants (as either initial, immediate, or mediate transferees) with the intent to defraud investors in furtherance of NRIA's Ponzi scheme. [ Because the Court has found that as of April 2021 Mr. Torres reasonably should have known that NRIA was making misrepresentations to investors and did not investigate, net transfers from the Debtors to Media Effective during this period ($4,605,112.16) are recoverable as damages for the Plaintiff's fraudulent transfer claims. Count II of the Liquidation Trustee's Complaint seeks to avoid transfers made to all Defendants as constructively fraudulent under state and federal law. Section 548(a)(1)(B) of the Bankruptcy Code provides that NRIA may avoid transfers if it received less than reasonably equivalent value in return for the transfer while NRIA was insolvent. Based on the evidence, the Court has found that until October 2021, the agreement between NRIA and Media Effective was "fee for service." And Plaintiff did not prove by a preponderance of the evidence that the amounts paid by NRIA for advertisements placed by Media Effective were more than the market rate. The Court has found that NRIA received less than reasonably equivalent value in return for Media Effective's advertising services when more than 15% was charged as commission from the period of October 2021 onward. During this period, NRIA transferred to Media Effective $6,747,450 and Media Effective paid Hybrid and other vendors $5,289,966.84. Therefore, Media Effective's margin totaled $1,457,483.16 after Mr. Torres began deceiving NRIA about his commission. Since Plaintiff's damages based on constructive fraud would be less than (and included within) the damages on the actual fraudulent conveyance claim ($4,605,112.16), there is no need to conduct further analysis. In Count III, the Plaintiff alleges that Media Effective and Javier Torres aided and abetted in securities fraud under New Jersey Uniform Securities Law, Secs. N.J.S.A. 49:3-47 to -76. The Plaintiff failed to prove that Mr. Torres and Media Effective acted as agents to effectuate the purchase and sales of securities. Thus, no relief is warranted under Plaintiff's aiding and abetting securities fraud claim under New Jersey law. In Counts IV and V the Plaintiff alleges that Media Effective and Javier Torres committed fraud and aided and abetted in fraud. As stated in the Court's factual findings, the Plaintiff did not meet its burden of proving that Mr. Torres knew that NRIA was running a Ponzi scheme and defrauding investors. Thus, the fraud claims based on actual knowledge of the fraudulent misrepresentations were not established. Therefore, the Plaintiff did not prevail on the claims in Counts IV and V. In Count VI of the Amended Complaint, the Liquidation Trustee alleges that all Defendants were unjustly enriched. The Court believes that its decision to award Plaintiff $4,605,112.16 in damages under Count I is a just result and will not award damages beyond that for unjust enrichment. Count VII of the Amended Complaint asks the Court to grant a preliminary injunction barring all Defendants from selling, transferring, or otherwise disposing of the Atlantic Highlands, New Jersey property, any fraudulent transfers, or the Defendants' bank accounts as set forth in Exhibit C to the Amended Complaint. This relief is in place due to the Court's Temporary Restraining Order, which remains in effect The Liquidation Trustee is entitled to pre- and post-judgment interest on the fraudulent conveyance judgment beginning from the date the Plaintiff filed its complaint, November 10, 2023. The Court will allow pre-judgement interest at the prime rate on November 10, 2023, through the date of the judgment. The Plaintiff is also entitled to post-judgment interest after the date of entry of the judgment accruing at the federal judgment rate. The Court denies the Plaintiff's request for attorney's fees. Judgment will be entered in the amount of $4,605,112.16 plus pre- and post-judgment interest in favor of the Plaintiff and against the Defendants, Media Effective and Javier Torres, jointly and severally, the Court holds. A copy of the Court's decision dated October 11, 2024, is available at https://urlcurt.com/u?l=3SbAsy About National Realty Investment National Realty Investment Advisors, LLC is a luxury-homes developer based in Secaucus, N.J. National Realty Investment Advisors and 102 affiliates, including NRIA Partners Portfolio Fund I, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-14539) on June 7, 2022. In the petition filed by its independent manager, Brian Casey, National Realty Investment Advisors listed up to $50,000 in both assets and debt. NRI Partners Portfolio listed assets between $50 million and $100 million and liabilities between $500 million and $1 billion. Judge John K. Sherwood oversees the cases. S. Jason Teele, Esq., at Sills Cummis & Gross P.C., is the Debtors' counsel. Omni Agent Solutions is the claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on June 30, 2022. The committee is represented by Ice Miller, LLP. NATGASOLINE LLC: Moody's Lowers CFR to 'B3', Outlook Negative ------------------------------------------------------------- Moody's Ratings downgraded Natgasoline LLC's corporate family rating to B3 from B2 and probability of default rating to B3-PD from B2-PD. Moody's also downgraded the rating on the senior secured bank credit facilities to B3 from B2. The ratings outlook remains negative. "The downgrade reflects increasing refinancing risk with the majority of the capital structure maturing in 2025, while the plant experienced another unplanned outage that will result in weak credit metrics and projected negative free cash flow in 2024," said Anastasija Johnson, senior analyst at Moody's Ratings. RATINGS RATIONALE Natgasoline's B3 CFR reflects its small scale as measured by revenue, weak credit metrics, limited operational and product diversity with a single site location along the Gulf Coast. In addition, reoccurring operational challenges persist and have prevented the plant from running at near full capacity since it was started up in 2018 and from demonstrating consistent earnings and cash flow generation commensurate with the plant's size and feedstock advantage. After the company completed the turnaround and catalyst replacement in 2Q 2024, it ran well in the third quarter, including September performance of 94% reliability and 96% capacity utilization. However, Natgasoline disclosed that there was a loss of containment of natural gas to the reformer resulting in a fire which was quickly controlled and extinguished on September 29, resulting in another unplanned outage. There were no casualties, and the facility is developing repair plans to restart production as quickly as possible. As a result, earnings and cash flow for the full year will be significantly weaker than projected in June, when Moody's took Moody's previous rating action. Moody's now expect Moody's adjusted leverage to be around 8.0x in 2024 and for the company to have negative free cash flow. Leverage has fluctuated between 4.3x and 24.9x in the last five years as the company's performance was affected by operational difficulties and volatile pricing for methanol, its single product, and natural gas prices, its main raw material. Prior to the latest outage, capacity utilization, adjusted for the number of operating days, has fluctuated between 68% and 81% over the last three years and was at 74% in 2Q 2024, down 20% vs a year ago, due to reduced catalyst efficiency. Volumes have fluctuated between 837,000 tons in 2021 during the first major turnaround of the facility, 1.479 million tons in 2022 when facility ran well and 1.178 million tons in 2023 when the company took additional downtime to address a number of manufacturing issues at the plant. The facility's size with nameplate capacity of 1.75 million tons per year and access to advantaged natural gas prices on the Gulf Coast should translate into the lowest quartile cost plant globally with good margins and substantial free cash flow. However, despite several extended turnarounds designed to resolve all of its operational issues, Natgasoline continues to suffer from equipment failures that prevent it from operating near its nameplate capacity. Natgasoline's single site location along the Gulf Coast is a key constraining factor as it exposes profitability and cash flows to unplanned downtime due to equipment failures or weather events that can impact its ability to operate. So far, Natgasoline has not been shut down due to a weather event. The single product profile is another negative factor for the rating as methanol markets tend to be highly cyclical with demand sensitive to the construction, housing and energy markets. New industry supply is also a source of market cyclicality. The credit profile is also constrained by the ratings of the company's shareholders and uncertainty about the future ownership of the plant. The plant is 50%/50% owned by Proman USA that operates through Consolidated Energy Limited (B2, negative) and OCI N.V. (Ba1, RUR Down). In September, OCI announced the sale of its global methanol business, including Natgasoline, to Methanex Corporation (Ba1, RUR Down). The announcement disclosed that the deal could close without Natgasoline due to a dispute between OCI and Proman. This creates uncertainty around future ownership and governance at Natgasoline. Currently, the shareholders do not guarantee the debt of Natgasoline. Shareholders have not taken any large dividends since it began operating and cash flow was reinvested in an attempt to fix the operational issues. Shareholders would be incentivized to support the venture given its intrinsic value and the amount of equity invested to date, and Moody's believe that the shareholders will provide a modest amount of new capital, if Natgasoline needs liquidity. Additionally, a dispute between current owners could complicate any agreement on additional equity to support Natgasoline if needed. Under the current ownership and existing agreements, the shareholder sponsors provide offtake and marketing responsibilities through OCI Methanol Marketing LLC and Valenz and are obligated to purchase all Natgasoline's production volumes at a discount to market-based US contract prices and to sell the offtake into the regional and global methanol markets. Each sponsor has 3 board seats, with the board Chairman from Proman casting a tie-breaking vote on non-reserve matters. Natgasoline's liquidity position is weak, principally supported by cash on hand. The company had cash balance of $45 million at June 30, 2024 and restricted cash of $16 million. The company is projected to generate negative free cash flow of $20-$30 million in 2024, but when it operates consistently, it generates strong cash flows. The company has a $50 million revolver which is already current as it matures in August 2025. The revolver has a $45 million cash sublimit and $30 million letter of credit sublimit. The company had no borrowings on the revolver as of June 30, 2024 and $13 million of letters of credit outstanding against the revolver. The company has to meet maximum first lien net leverage of 4.75x if it borrows more than 45% of the committed amount. The company would not be in compliance with the covenant and thefore cannot borrow more than $9.5 million. The term loan has no maintenance covenants, but has covenants that limit dividends if First Lien Net Leverage is above 4.5x. The term loan covenants also limit debt incurrence, if this ratio is above 3.0x, except for modest new borrowings within defined baskets. Due to covenants mentioned above, Moody's expects that dividends will not consume cash during a cyclical downturn. The $518 million term loan matures in November 2025. The negative rating outlook reflects increasing refinancing risk given the projected negative free cash flow in 2024, weak credit metrics and current unplanned outage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's is unlikely to consider an upgrade until the company can demonstrate consistent operating rates or the company refinances its near-term maturities. Resolution and clarity over Natgasoline's future ownership could also support ratings improvement. Moody's could downgrade the rating if the current outage is prolonged (more than 2 months), liquidity deteriorates further, or if the partners do not take steps to facilitate refinancing of maturing debt. Natgasoline LLC (Natgasoline), headquartered in Delaware, is a leading producer of methanol, jointly owned by OCI N.V. (50%, Ba1, RUR Down) and Proman USA through Consolidated Energy Limited (50%, B2 negative). Natgasoline's sole product is methanol, an intermediate product used in the manufacture of formaldehyde, acetic acid, methyl tertiary butyl ether (MTBE, a gasoline oxygenate no longer used in the US), and as a fuel additive, fuel alternative, and feedstock to MTO facilities in China. The company generated sales of $255 million in the twelve months ended June 2024. The principal methodology used in these ratings was Chemicals published in October 2023. NAVEO INC: Gets Interim OK to Use Cash Collateral Until Nov. 16 --------------------------------------------------------------- Naveo, Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use cash collateral of Waukesha State Bank until Nov. 16, based on a budget that can be adjusted with the bank's consent. The court found that the company's business operations would be at risk without immediate access to cash collateral. As such, the use of cash collateral was authorized on an interim basis, with protection provided to Waukesha State Bank, including a post-petition lien on collateral. Naveo must also make a $4,000 adequate protection payment to the bank. The next hearing is scheduled for Nov. 13. About Naveo Inc. Naveo Inc. specializes in B2B printing, full-service B2B marketing, social media marketing, SEO and industry-specific branding. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-06990) on May 10, 2024, with $357,689 in assets and $1,288,957 in liabilities. Ilija Nedev, president, signed the petition. Judge Deborah L. Thorne presides over the case. Jeffrey K. Paulsen, Esq., at FactorLaw represents the Debtor as legal counsel. NEVADA COPPER: Plan Exclusivity Period Extended to December 9 ------------------------------------------------------------- Judge Hilary L. Barnes of the U.S. Bankruptcy Court for the District of Nevada extended Nevada Copper Inc. and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to December 9, 2024 and February 6, 2025, respectively. As shared by Troubled Company Reporter, the Debtors explain that the size and complexity of these Chapter 11 Cases and the legal issues they raise warrant the extension of the Exclusive Periods as requested. These Chapter 11 Cases involve six Debtor entities in the United States and Canada, which as of the Petition Date had approximately $505.8 million in secured and unsecured debt obligations. Stakeholders throughout the Debtors' capital structure have emerged and organized, and each of these has its own interests and views regarding the Debtors' path in these Chapter 11 Cases. The Debtors bear the responsibility of managing a valuable asset that requires constant care and maintenance in order to ensure safety and preserve its value. Given the regulatory, environmental, and technical challenges, as well as the expense of maintaining their assets, the Debtors' top priority has been identifying an appropriate buyer and transferring their operations to that buyer as soon as reasonably practicable. The Debtors already have an approved stalking horse bid that is well in excess of $100 million. The first Dow Corning factor (the size and complexity of a debtor's case), therefore, weighs heavily in favor of granting the relief requested herein. The Debtors assert that they have made considerable progress in the prosecution of the Chapter 11 Cases; however, it is abundantly clear that additional time in which to propose and file a confirmable chapter 11 plan is necessary to allow the Debtors to address a number of key issues, the most important of which is the sale of substantially all their assets pursuant to the Bidding Procedures. The sale is necessary to liquidate the Debtors' assets, and also to establish the value that will be available for distribution under a chapter 11 plan, and if in fact a plan will be feasible. In addition, the Debtors are at the outset of their review of potential claims against the Debtors, and need additional time to ensure that they can craft a plan that adequately accounts for all claims. The Debtors have begun claims analysis in earnest and will continue their work in this area; however, it is noteworthy that the general bar date will not occur until eight days after expiration of the current Exclusive Filing Period. Counsel to the Debtors: Fredric Sosnick, Esq. Sara Coelho, Esq. ALLEN OVERY SHEARMAN STERLING US LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 Email: fsosnick@aoshearman.com Email: sara.coelho@aoshearman.com Ryan J. Works, Esq. Amanda M. Perach, Esq. McDonald CARANO LLP 2300 West Sahara Avenue, Suite 1200 Las Vegas, NV 89102 Email: rworks@mcdonaldcarano.com aperach@mcdonaldcarano.com About Nevada Copper Nevada Copper, Inc., and affiliates have been in the business of mining copper and other minerals and operating a processing plant that refines copper ore into copper concentrate, with the bulk of the debtors' operations focused on their Pumpkin Hollow project, which is located outside of Yerington, Nevada. The project, which contains substantial mineral reserves and resources, including copper, gold, silver, and iron magnetite, consists of an underground mine and processing facility, together with an open pit project that is in the pre-feasibility stage of development. The debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Lead Case No. 24-50566) on June 10, 2024. In the petition signed by Gregory J. Martin, executive vice president and chief financial officer, Nevada Copper disclosed $500,000,001 to $1 billion in assets and $100 million to $500 million in liabilities. Judge Hilary L. Barnes oversees the cases. The debtors tapped Allen Overy Shearman Sterling US, LLP, as general bankruptcy counsel; McDonald Carano, LLP, as Nevada bankruptcy counsel; AlixPartners, LLP, as financial and restructuring advisor; Torys, LLP, as special Canadian and corporate counsel; Moelis & Company, LLC, as financial advisor and investment banker; and Epiq Corporate Restructuring, LLC, as notice and claims agent and administrative advisor. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Nevada Copper, Inc. and Nevada Copper Corp. NO RUST REBAR: Court Affirms Substantive Consolidation Order ------------------------------------------------------------ In the case captioned DON SMITH, et al., Appellants, v. SONYA S. SLOTT, Appellee, CASE NO. 22-cv-61666-ALTMAN (S.D. Fla.), Judge Roy K. Altman of the United States District Court for the Southern District of Florida affirmed the order of the United States Bankruptcy Court for the Southern District of Florida granting the motion filed by Sonya Slott, Chapter 7 Trustee for No Rust Rebar, Inc., to substantively consolidate. No Rust Rebar Inc. is owned and operated by Don Smith. He lost control as the debtor in possession when the bankruptcy was converted to a liquidation proceeding and a Chapter 7 Trustee, Sonya Slott, was appointed. Soon after that, the Trustee moved to "substantively consolidate" the debtor with four other entities Smith owned and controlled: (1) Raw Materials Corp; (2) Raw Energy Materials, Corp.; (3) Global Energy Sciences, LLC; and (4) Raw, LLC. Smith is the president of No Rust. He is also the sole and managing member of GES and Raw and the sole officer and Director of RMC and REM. The Trustee argued that the Bankruptcy Court had the authority to do this because substantial identity existed between the Debtor and the proposed Consolidated Debtors, and because consolidation would produce significant benefits like streamlining liquidation of assets and distribution to creditors and "greatly reducing" costs to the estate. And she continued the Conversion Order had already determined that she had satisfied the necessary elements of the consolidation she was now seeking. After substantial briefing and oral argument, the Bankruptcy Court issued an order consolidating the entities. The Appellants' objections to the substantive consolidation boil down to four arguments: First, they claim that Federal Rule of Bankruptcy Procedure 7001 permits substantive consolidation only through an adversary proceeding and that the Bankruptcy Court's decision to consolidate by motion violated their due-process rights. Second, the Appellants argue that they were nonparties to the bankruptcy proceedings who were never served with a summons -- and that the Bankruptcy Court thus lacked personal jurisdiction over them. Third, they contend that the Bankruptcy Court lacked authority to enter a final judgment on the question of substantive consolidation -- and that, at most, it should have submitted a report and recommendation to the district court. Finally, the Appellants claim that the Bankruptcy Court misapplied the law of collateral estoppel by entering a consolidation order based on factual findings from a prior order that involved a different legal issue and different parties. The Bankruptcy Court disagreed that substantive consolidation fell within Rule 7001(7)'s definition of "other equitable relief" because it held the power to consolidate isn't injunctive in nature. Judge Altman agrees with the Bankruptcy Court that substantive consolidation falls outside the ambit of Rule 7001(7). The Appellants also rely -- albeit in one passing sentence -- on Rule 7001(8) for their argument that the Bankruptcy Court lacked authority to order substantive consolidation by motion. Rule 7001(8) provides, in relevant part, that "a proceeding to subordinate any allowed claim or interest" constitutes an adversary proceeding. Judge Altman says, "Given the obvious differences between subordination and substantive consolidation, we won't adopt the Appellants' half-baked interpretation -- which would require us to expand the scope of Rule 7001(8) beyond its plain meaning." As the Bankruptcy Court correctly explained, none of the Appellants' claims will have been subordinated to any other claims by virtue of consolidation, so Rule 7001(8) is just inapplicable in this case." The Appellants also claim that the Bankruptcy Court took their assets without due process inherent in adversary proceedings." According to Judge Altman, "But that's not true. When the Bankruptcy Court asked the parties for supplemental briefing, it ordered the Trustee to outline the facts supporting consolidation as to each entity. And the Trustee duly complied with that order by filing a detailed, entity-by-entity analysis." The District Court notes even if the Appellants are right that the Bankruptcy Court erred by entering the consolidation order without an adversary proceeding, that error was unambiguously harmless, since the Appellants received all the due process they were owed. That is, even if an adversary proceeding were required, the error would be harmless because the Appellants received adequate notice and an opportunity to be heard. Appellants next contend that the Bankruptcy Court lacked personal jurisdiction over them because they were never served with a summons. The Bankruptcy Court found that it could exercise personal jurisdiction over the Smith Entities because "the Motion and notice of hearing were served upon Don Smith and the various Target Companies by First Class Mail approximately three weeks before the Court's initial hearing on the motion"—in other words, in "the same manner of personal service applicable to an adversary complaint as required by FRBP 7004, albeit without a formal summons." and that seems right. Because the Bankruptcy Court opted to proceed without an adversary proceeding, the Appellants weren't entitled to service by summons, the District Court states. As a threshold matter, though, two of the Smith Entities (GES and REM) cannot challenge the Bankruptcy Court's personal jurisdiction over them because they filed proofs of claims in the bankruptcy proceedings, the District Court notes. And the Bankruptcy Court had personal jurisdiction over all the Smith Entities because they were served in accordance with the bankruptcy rules, the District Court concludes. The Appellants imply that, in Law v. Siegel, 571 U.S. 415, 421 (2014), the Supreme Court stripped the bankruptcy courts' equitable power to order substantive consolidation because that power somehow conflicts with certain provisions of the Bankruptcy Code In Siegel, the court repeated the "hornbook" rule that Sec. 105(a) of the Bankruptcy Code "does not allow the bankruptcy court to override explicit mandates of other sections of the Bankruptcy Code," but it reiterated that bankruptcy courts retain their "equitable powers" so long as those powers are "exercised within the confines of the Bankruptcy Code." Judge Altman rejects the Appellants' suggestion that substantive consolidation conflicts with the Bankruptcy Code or that Siegel somehow precludes a bankruptcy court from ordering substantive consolidation. The Appellants also contend that the Consolidation Order "was entered solely upon the Bankruptcy Court's findings in the Conversion Order." In doing this, the Appellants contend, the Bankruptcy Court misapplied the law of collateral estoppel because, as between the Conversion Order and the Sub Con Order there is no identity of parties and no identity of issues. The District Court finds in its Consolidation Order, the Bankruptcy Court correctly applied collateral estoppel to the factual findings it had made in the earlier conversion proceeding, even as it recognized that the legal standards governing the two proceedings -- "conversion to a Chapter 7 proceeding" on the one hand and "substantive consolidation" on the other -- were different. A copy of the Court's decision dated October 17, 2024, is available at https://urlcurt.com/u?l=9G4k8L About No Rust Rebar No Rust Rebar is a Pompano Beach, Fla.-based company that manufactures and sells composite reinforcement for concrete. No Rust Rebar filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No, 21-12188) on March 5, 2021. Don Smoth, president, signed the petition. At the time of the filing, the Debtor disclosed $1,763,496 in assets and $4,378,630 in liabilities. Judge Peter D. Russin oversees the case. Kevin Christopher Gleason, Esq., at Florida Bankruptcy Group, LLC, serves as the Debtor's legal counsel. NONSTOP ADMINISTRATION: Settlement Gets Preliminary Court Approval ------------------------------------------------------------------ The Honorable Rita F. Lin of the United States District Court for the Northern District of California has preliminary approved the proposed settlement agreement in the class action captioned as JOHN PRUTSMAN, AMIRA MARTZ, SIMCHA RINGEL, NAIOMI MARDEN, ALANA BALAGOT, CORINNE WARREN, SUNNY LAI, AND DAVID KLEIN, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, PLAINTIFFS, VS. NONSTOP ADMINISTRATION AND INSURANCE SERVICES, INC.; INCLUSIVE, DEFENDANT, Case No. 3:23-CV-01131-RFL (N.D. Calif.). Having reviewed the proposed Settlement Agreement, together with its exhibits, and based upon the relevant papers, prior proceedings, and incorporating by reference all reasons stated on the record at the hearing on the motion, the Court has determined the proposed Settlement Agreement satisfies the criteria for preliminary approval, the proposed Settlement Class should be preliminarily certified, and the proposed notice plan approved. The Court provisionally certifies the following Settlement Class for purposes of settlement only: All individuals within the United States of America whose PHI/PII was exposed to unauthorized third parties as a result of the data breach discovered by Defendant on or about December 22, 2022. The Court determines that for settlement purposes the proposed Settlement Class meets all the requirements of Federal Rule of Civil Procedure 23(a) and (b)(3). John Prutsman, Amira Martz, Simcha Ringel, Naiomi Marden, Alana Balagot, Corrine Warren, Sunny Lai, and David Klein are designated and appointed as the Settlement Class Representatives. Gary M. Klinger of Milberg Goleman Bryson Phillips Grossman, PLLC and Scott E. Cole of Cole & Van Note, previously designated as Interim Co-Lead Class Counsel, are designated as Class Counsel pursuant to Federal Rule of Civil Procedure 23(g). The Court finds that Mr. Klinger and Mr. Cole are experienced and will adequately protect the interests of the Settlement Class. Upon preliminary review, the Court finds the proposed Settlement Agreement is fair, reasonable, and adequate, otherwise meets the criteria for approval, and warrants issuance of notice to the Settlement Class. Accordingly, the proposed Settlement Agreement is preliminarily approved. A Final Approval Hearing shall take place before the Court on March 18, 2025, at 1:30 p.m. in Courtroom 15 of the United States District Court for the Northern District of California, located at 450 Golden Gate Ave., San Francisco, CA 94102. Any other matters the Court deems necessary and appropriate will also be addressed at the hearing. The hearing may be re-scheduled without further notice to the Class. A copy of the Court's Order dated October 15, 2024, is available at https://urlcurt.com/u?l=5F2XcC NOVAE LLC: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ---------------------------------------------------------------- Moody's Ratings affirmed the ratings of Novae LLC, including its B3 corporate family rating, B3-PD probability of default rating and B3 senior secured bank credit facilities rating. The outlook has been changed to negative from stable. The negative outlook reflects Moody's expectation that Novae's operating performance will remain pressured by soft demand for its open and enclosed trailers. As a result, Moody's expect debt/EBITDA will increase to slightly above 7x and free cash flow will be modestly negative in 2024. The rating affirmation reflects Moody's view that Novae will maintain adequate liquidity to help support the company as it navigates a difficult demand environment. Further, Novae has demonstrated increased market share in 2024, though Moody's expect the market to remain competitive as price discounting continues into 2025. RATINGS RATIONALE Novae's ratings reflect the company's modest revenue scale with exposure to cyclical end markets. Novae maintains a strong position as a trailer manufacturer in a highly fragmented market. The company manufactures open and enclosed trailers and primarily sells into a wholesale dealership network. Novae has long-standing relationships with its dealer network, but Moody's believe demand visibility is at times difficult. Moody's expect Novae's revenue to decline around 10% in 2024 as dealer inventory levels remain elevated and price discounting persists. Moody's expect revenue growth in 2025 mid-single digits range. However, Moody's believe replacement needs for trailers purchased in the surge of sales immediately following the pandemic could benefit demand beyond 2025. Despite its small scale, Novae generates good profitability because of the customization of some of its trailers. The company has historically maintained a steady EBITA margin, but Moody's expect a decline of a few hundred basis points in 2024 given demand headwinds. Novae has the ability to adjust its cost structure and capacity to lower demand. As a result, we expect to see decent margin recovery in 2025 back toward historical levels. Liquidity is expected to remain adequate over the next 12 months. Novae's liquidity is primarily supported by its sufficient cash position and full availability under its $50 million revolving credit facility expiring in December 2026. Moody's expect Novae's free cash flow to be slightly negative in 2024 given the decline in earnings. Following significant capital investments in recent years, Moody's anticipate Novae's capital expenditures to remain modest, which should contribute to positive free cash flow in 2025 as earnings gradually improve. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with sizable growth in the company's scale, in conjunction with revenue diversification and sustained earnings growth that results in stronger credit metrics. More specifically, the rating could be upgraded if Moody's expect debt/EBITDA to trend towards 5x and the company sustains positive free cash flow. The ratings could be downgraded if Novae's EBITA erodes and liquidity weakens with persistent negative free cash flow resulting in reliance on the revolving credit facility. EBITA/interest expense below 1.5x or an inability to sustain debt/EBITDA below 6.5x could also result in a downgrade. The principal methodology used in these ratings was Manufacturing published in September 2021. Novae LLC, based in Markle, IN, is a manufacturer of professional-grade trailers and operates about 20 manufacturing facilities in the US. Revenue was approximately $476 million for the twelve months ended June 30, 2024. Novae LLC is majority-owned by Brightstar Capital Partners, a private equity firm, following a leveraged buyout in December 2021. NUZEE INC: Xiangrong Dai Holds 11.267% Equity Stake --------------------------------------------------- Xiangrong Dai disclosed in Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of October 14, 2024, it beneficially owned 877,192 shares of Nuzee Inc.'s common stock, representing 11.267% of the 4,978,245 shares of common stock issued and outstanding (as of August 27, 2024), as set forth in Nuzee's current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2024; and (ii) 2,807,015 shares issued on October 14, 2024 pursuant to the securities purchase agreement entered into on September 24, 2024 as part of the partial closing thereof, as set forth in the Nuzee's current report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2024. A full-text copy of Xiangrong Dai's SEC Report is available at: https://tinyurl.com/yad6at7h About Nuzee Inc. Headquartered in Vista, California, Nuzee, Inc. is a digital marketing, sales, and distribution company for various consumer products with focuses on food and beverages. Dedicated to reshaping the digital marketing and distribution with technological applications, the Company endeavors to create greater commercial value for its business partners and therefore enhance its own enterprise value and shareholders' value of their stake in the Company. The Company has a professional brand and marketing management system, which can quickly help partnering enterprises achieve their connection, management, and operation of marketing channels domestically and globally. Nuzee reported a net loss of $8.75 million for the year ended Sept. 30, 2023, compared to a net loss of $11.80 million for the year ended Sept. 30, 2022. As of June 30, 2024, Nuzee had $2.75 million in total assets, $2.94 million in total liabilities, and a total stockholders' deficit of $193,613. Going Concern In its Quarterly Report for the period ended June 30, 2024, Nuzee said, "Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single-serve coffee products. The Company has grown revenues from its principal operations; however, there is no assurance of future revenue growth similar to historical levels. As of June 30, 2024, the Company had cash of $374,458 and working capital of $(801,812). The Company has not attained profitable operations since inception. The accompanying consolidated financial statements have been prepared in accordance with GAAP, which contemplates continuation of the Company as a going concern. The Company has had limited revenues, recurring losses, and an accumulated deficit. These items raise substantial doubt as to the Company's ability to continue as a going concern. The Company's continued existence is dependent upon management's ability to develop profitable operations and to raise additional capital for the further development and marketing of the Company's products and business." NVS MEZZ: Secured Party Schedules Oct. 28 Auction ------------------------------------------------- Motcomb Estates Ltd. ("secured party") will dispose of, by public sale, the right, title and interest of NVS Mezz LLC ("pledgor") on Oct. 28, 2024, at 3:30 p.m. (Eastern Standard Time) via audio/video teleconference the details of which will be provided to interested parties in advance of the sale date pursuant to the terms of public sale. The collateral up for sale is all of the pledgor's right, title, and interest, whether now owned or hereafter acquired, whether direct or indirect, whether legal, beneficial or economic, whether fixed or contingent, whether arising under the articles of Organization and the operating agreement of NVS Land LLC ("pledged entity"). The public sale will be conducted by Mannion Auctions LLC by William Mannion and Matthew D. Mannion, or such other auctioneer licensed in the State of New York as is selected by the Secured Party. Based upon information pledged by pledgor, pledged entity, and certain other persons and entities affiliated therewith, it is the understanding of secured party that (i) pledgor own 100% of the membership interests in pledged entity; (ii) pledged entity has good, marketable and insurable fee simple title to the real property consisting of approximately 1,710 acres of land located in Sullivan County Comprising 269 individual lots ("premises) as more particularly described in the "terms of public sale" which are available online https://www.2902StateRte55BethelNYUCCSale.com and contacting: Jones Lang LaSalle Americas Inc., 330 Madison Avenue, New York, New York 10017, Attn: Brett Rosenberg, Tel: (212) 812-5926, email Brett.Rosenberg@jll.com, and (iii) the premises in encumbered by a mortgage modification agreement dated as of Dec. 3, 2020, made by pledged entity to secured party, in the total principal amount of $28,631,855.09, which modified that certain mortgage, assignment of leases and rents and security agreement dated as of May 30, 2019, from pledged entity to secured party, and recorded on May 31, 2019, as instrument No. 2019-3586 in the Office of the County Clerk of Sullivan County, New York. OCUGEN INC: State Street Corp. Holds 5.5% Equity Stake ------------------------------------------------------ State Street Corporation disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned 15,824,517 shares of Ocugen Inc. common stock, representing 5.5% of shares outstanding. A full-text copy of State Street's SEC Report is available at: https://tinyurl.com/2wdr4wnf About Ocugen Inc. Malvern, Pa.-based Ocugen, Inc. is a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies, biologics, and vaccines that improve health and offer hope for patients across the globe. The Company's technology pipeline includes: Modifier Gene Therapy Platform, Novel Biologic Therapy for Retinal Diseases, Regenerative Medicine Cell Therapy Platform, and Inhaled Mucosal Vaccine Platform. Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of June 30, 2024, Ocugen had $40.5 million in total assets, $23.6 million in total liabilities, and $16.9 million in total stockholders' equity. OHANA RESTAURANT: Gets OK to Use Cash Collateral Until Nov. 1 ------------------------------------------------------------- Ohana Restaurant Corp. received interim approval from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral to cover ordinary business expenses and expenses related to its Chapter 11 case through Nov. 1. DD Notes, LLC holds a secured claim against Ohana, stemming from a loan of $1,525,000 from Savoy Bank, now assigned to DD Notes. To protect DD Notes and the New York State Department of Taxation and Finance (NYS) against decreases in the value of their collateral, Ohana must make monthly payments of $16,000 to DD Notes and $1,500 to NYS. These payments are intended to ensure the secured creditors are not disadvantaged during the interim period. As additional security, the order granted DD Notes and NYS replacement liens on all of the company's assets, providing them a continued security interest despite the ongoing bankruptcy proceedings. The replacement liens are deemed perfected without needing further filings. Ohana's cash collateral authority may be revoked under specific conditions, including non-compliance with the order's terms. The final hearing is scheduled for Nov. 4. About Ohana Restaurant Ohana Restaurant Corp., doing business as Ohana Japanese Hibachi Seafood and Steak, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11304) on July 29, 2024, with $500,001 to $1 million in both assets and liabilities. Nat Wasserstein, Esq., at Lindenwood Associates, LLC serves as Subchapter V trustee. Judge John P. Mastando III presides over the case. Anne J. Penachio, Esq. at Penachio Malara LLP represents the Debtor as legal counsel. ONCOCYTE CORP: Stockholders OK Amended 2018 Equity Incentive Plan ----------------------------------------------------------------- Oncocyte Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it held its Special Meeting virtually via live webcast at https://web.lumiconnect.com/259974801. Present at the Special Meeting virtually or by proxy were holders of 8,587,771 shares of common stock of the Company, which represented 64.21% of the voting power of all shares of common stock of the Company as of September 16, 2024, the record date for the Special Meeting. The stockholders of the Company voted on the following proposals at the Special Meeting, as more fully described in the Proxy Statement: 1. To approve the Amended and Restated Incentive Plan; and 2. To approve an adjournment of the Special Meeting in the event a quorum was not achieved. The approved amendment and restatement of the Company's 2018 Equity Incentive Plan: (a) provides for an additional 1,250,000 shares of the Company's common stock to be available for the issuance of equity awards thereunder, such that the total number of shares of common stock that have been made available for issuance since the inception of the Incentive Plan is 2,300,000 shares of common stock, (b) provides that the Board of Directors of the Company, or applicable committee of the Board, may delegate, in its discretion, to one or more of the Company's executive officers, the limited authority to grant awards under the Incentive Plan, subject to the limitations under the Incentive Plan with respect to the participants eligible to receive such awards and any other limitations and guidelines established by the Board, or applicable committee of the Board, with respect to the exercise of such delegated authority, (c) eliminates "fungible share counting" in order to provide that any shares of the Company's common stock granted in connection with any awards will be counted against the number of shares available for the grant of awards under the Incentive Plan as one share for every award, (d) eliminates the limitations on "share recycling" in order to provide that any shares of the Company's common stock tendered in payment of an option, delivered or withheld by the Company to satisfy any tax withholding obligation, covered by a stock-settled award that were not issued upon the settlement of the award, or repurchased by the Company using the proceeds from option exercises, will again be made available for issuance under the Incentive Plan, and (e) eliminates the restrictions in the Incentive Plan that prohibit the terms of any award to provide for vesting, in whole or in part, prior to the date that is one year from the date on which the award is granted, in each case, as contemplated by an Amended and Restated 2018 Equity Incentive Plan. About Oncocyte Corp. Irvine, Calif.-based Oncocyte Corporation is a molecular diagnostics technology company. The Company's tests are designed to help provide clarity and confidence to physicians and their patients. VitaGraft is a clinical blood-based solid organ transplantation monitoring test. GraftAssure is a research use only (RUO) blood-based solid organ transplantation monitoring test. DetermaIO is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies. DetermaCNI is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients. Costa Mesa, Calif.-based Marcum LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has incurred operating losses and negative cash flows since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, Oncocyte had $74.72 million in total assets, $52.02 million in total liabilities, and $22.70 million in total shareholders' equity. ONDAS HOLDINGS: Secures $3.5-Mil. Investment for OAS Expansion -------------------------------------------------------------- Ondas Holdings Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Ondas Autonomous Systems Inc., a subsidiary of the Company, entered into that certain Securities Purchase Agreement, for an aggregate investment of $3.5 million in OAS. The Agreement was entered into by and among OAS and a private investor group, including: (i) Privet Ventures LLC, an entity affiliated with Eric Brock, Chairman and Chief Executive Officer of the Company and OAS, and (ii) Charles & Potomac Capital, LLC, an entity affiliated with Joseph Popolo, a Board Member of the Company, for the sale of convertible promissory notes in the aggregate amount of $3.5 million. The Notes will: (i) bear an interest rate of 5% per annum, (ii) have a maturity date of September 30, 2025, and (iii) be convertible into securities of OAS under certain conditions. The Offering will be funded in October 2024. The investment in OAS will support OAS' business expansion plan and deliver on the substantial growth opportunity in the defense, security, and critical infrastructure and industrial markets targeted by OAS' Optimus and Iron Drone autonomous drone platforms. "We are pleased to secure this initial investment to support the exceptional growth opportunities created by our OAS team across Airobotics and American Robotics," said Eric Brock, Chairman and CEO of Ondas Holdings and OAS. "Indeed, we have a responsibility to now expand operations and accelerate growth at OAS to meet the urgent needs for security and intelligence for our critical military, government and industrial customers. I am personally investing $1 million in this transaction, via Privet Ventures, signaling my firm belief in the substantial value we are creating for all stakeholders including the investors in OAS and Ondas Holdings." "I believe Ondas is building, through OAS, an important defense and security technology company providing essential unmanned aerial security and intelligence capabilities to critical security markets," said Joe Popolo, CEO of Charles & Potomac, and Board Member of Ondas Holdings. "This is evidenced by OAS's recent success in securing $14.4 million in orders in the third quarter of 2024 via programs of record for both the Iron Drone Raider and Optimus System. This funding transaction is designed to ensure OAS has access to capital today, and in the future to properly fund the substantial opportunities ahead." About Ondas Holdings Marlborough, Mass.-based Ondas Holdings Inc. is a provider of private wireless, drone, and automated data solutions through its subsidiaries Ondas Networks Inc., Ondas Autonomous Holdings Inc., Airobotics, Ltd, and American Robotics, Inc. Ondas Networks, American Robotics, and Airobotics together provide users in defense, homeland security, public safety, and other critical industrial and government security and infrastructure markets with improved connectivity, situational awareness, and data collection and information processing capabilities. Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has experienced recurring losses from operations, negative cash flows from operations, and a working capital deficit as of Dec. 31, 2023. As of June 30, 2024, Ondas Holdings had $82.5 million in total assets, $46.1 million in total liabilities, $17.03 million in redeemable noncontrolling interest, and $19.4 million in total stockholders' equity. ONESOURCE COMMUNITY: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: OneSource Community Mental Health Services of Virginia, Inc. 7806 Forest Hill Ave Richmond, VA 23225 Business Description: OneSource in Richmond, VA offers addiction rehabilitation, mental health services, treatment programs and facilities supporting long-term drug and alcohol recovery. Chapter 11 Petition Date: October 24, 2024 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 24-34038 Debtor's Counsel: Christopher M. Winslow, Esq. WINSLOW, MCCURRY & MACCORMAC, PLLC 1324 Sycamore Square Midlothian, VA 23113 Tel: 804-423-1382 Fax: 804-423-1383 Email: chris@wmmlegal.com Total Assets: $936,948 Total Liabilities: $1,022,631 The petition was signed by Stephen A. Parson, Jr. 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/76CFBRA/OneSource_Community_Mental_Health__vaebke-24-34038__0001.0.pdf?mcid=tGE4TAMA ORBIT MARKETING: To Sell Kalamazoo Property for $1.350M ------------------------------------------------------- Kelly M. Hagan, the Trustee in the case of Orbit Marketing, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan, in Grand Rapids, to sell property to Kalamazoo Youth for Christ. The Trustee accepted an offer for the Property in the amount of $1,350,000.00, which is at the upper range of value determined by the Broker and appraisal. The Property is commonly known as 7017 S. Westnedge Ave, Portage, MI 49002, and more particularly described as a parcel of real estate located in the City of Portage, Kalamazoo County, Michigan. Reach Outdoor, LLC holds a lien attaching to the Property securing a judgment in the amount of $24,465.84, while Honor Credit Union holds a first mortgage attaching to the Property securing an obligation in the approximate amount of $960,000. The Trustee and Honor Credit Union have entered into a Surcharge Agreement, which has been approved by the Court, and Honor Credit consents to the sale. The Trustee also seeks to sell personal property located on the Property which includes furniture and equipment and the parties have allocated $5,000 of the purchase price for the purchase of the Personal Property. De Lage Landen Financial Services, Inc. asserts a security interest in the Property. The Trustee hired Weichert Realtors Platinum and NAI Wisinski of West Michigan as seller's broker, and will be paid a commission of 4% -- with 3% to the Buyer's Agent. The Kalamazoo County Judgment Lien held by Reach Outdoor will also be satisfied at the closing on the sale and be paid to the Trustee. About Orbit Marketing, LLC Orbit Marketing, LLC is a solar power solutions provider in Southwest Michigan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01123) on April 27, 2024. In the petition signed by Joshua L. Thompson, sole member, the Debtor disclosed $5,117,054 in assets and $9,699,929 in liabilities. Judge Scott W. Dales presides over the case. James R. Oppenhuizen, Esq., at Oppenhuizen Law Firm, PLC served as the Debtor's legal counsel and David Jewell, CPA, at Yeo & Yeo, PC as financial consultants. Kelly M. Hagan is the case trustee and is represented by Beadle Smith, PLC. ORIGINAL MOWBRAY'S TREE: Files for Chapter 11 Bankruptcy -------------------------------------------------------- Original Mowbray's Tree Service Inc. filed Chapter 11 protection in the Central District of California. The Debtor is a family-owned and operated business with over 50 years of experience in the vegetation management industry. The Debtor provides vegetation management services, primarily, to utilities, cooperatives, and governmental agency clientele. The Debtor's services include mitigating vegetation hazards and providing quick responses to remedy wildfire or storm damage or other emergencies arising from natural disasters. The Debtor provides important emergency-response services to communities throughout the United States including related to the recent hurricanes in the Southeast. The Debtor has recently deployed crews and equipment to both Florida and North Carolina to assist with the disaster relief efforts in response to Tropical Storm Helene and Hurricane Milton. This includes work for FEMA pursuant to the emergency declarations issued by President Joseph R. Biden. The Debtor has faced significant financial challenges since 2021, including the loss of two large clients, PG&E and Southern California Edison ("SCE"), and, as a result, its accounts receivable have declined. However, the Debtor, led by its new management team, has worked hard to substantially scale-back expenses and reach agreements with its major creditors to restructure its operations outside of court. In its endeavors to right size its business, the Debtor has received support from many vendors, lenders, and leasing partners. The Debtor has made significant progress pre-petition, including by markedly improved its cash flow. However, despite the progress to date, the Debtor is still facing financial challenges. The maturity date on the debt owed by the Debtor to its bank -- PNC Bank -- is fast approaching (December 31, 2024). The Debtor has significant outstanding obligations tied to leased equipment due to the scope of its business in prior years. In addition, the Debtor continues to be hampered by litigation stemming from operations while the Debtor was under prior leadership. This includes the recent verdict in the Rodriguez Matter that far exceeds the Debtor's financial capacity to pay. While the Debtor intends to pursue a new trial and, if needed, an appeal, the Debtor cannot risk the disruption of its operations, the loss of jobs, and the improper disparate treatment of creditors that may result from judgment enforcement efforts. A second lawsuit―commenced by the Debtor's prior CEO―is scheduled to start trial shortly. The Debtor was compelled to file the Chapter 11 case to protect its business and to preserve jobs and the value of its estate for all stakeholders, while restructuring the Debtor's legitimate obligations in an orderly and fair and equitable manner. The Debtor's efforts are focused on continuing the process it began prepetition to reduce expenses and strengthen its go-forward business operations. The Debtor will continue to provide critical vegetation management services and intends to promptly confirm a plan of reorganization that preserves its revenue-generating operations, saves nearly 200 jobs, maximizes value for the estate, and ensures that all stakeholders receive fair and equitable treatment. To this end, the Debtor will continue its efforts with creditors to resolve disputes consensually where possible within the Debtor's financial ability to pay as it moves towards plan confirmation. * * * A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Dec. 6, 2024 at 10:00 a.m. at UST-SA1, TELEPHONIC MEETING. CONFERENCE LINE: 1-866-919-0527, PARTICIPANT CODE: 2240227. About Original Mowbray's Tree Service Original Mowbray's Tree Service Inc., doing business as 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. Original Mowbray's Tree Service Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12674) on Oct. 18, 2024. In the petition filed by Brian Weiss, as chief restructuring officer, the Debtor estimated assets and liabilities between $10 million and $50 million each. Bankruptcy Judge Theodor Albert oversees the case. The Debtor tapped RAINES FELDMAN LITTRELL LLP as general bankruptcy counsel, FORCE TEN PARTNERS LLC as CRO provider, and GROBSTEIN TEEPLE LLP as financial advisor. PACKERS HOLDINGS: Moody's Cuts Rating on First Lien Debt to Caa3 ---------------------------------------------------------------- Moody's Ratings downgraded Packers Holdings, LLC's senior secured first lien instrument rating (including a first lien revolver and term loan) to Caa3 from Caa1. Moody's also assigned a Ca corporate family rating and a Ca-PD probability of default rating to PSSI Holdings, LLC ("PSSI"), and withdrew Packers Holdings, LLC's Caa2 CFR and Caa2-PD PDR ratings. The outlook was revised to negative from stable for Packers Holdings, LLC, and the outlook is negative for PSSI Holdings, LLC. PSSI is a provider of contract sanitation services to the food processing industry in the US and Canada. PSSI's Ca CFR and Ca-PD PDR reflect Moody's view that the probability of a near-term distressed exchange or balance sheet restructuring has increased due to the company's continued weak operating performance with declines in revenue and earnings after the US Department of Labor (DOL) investigation settlement in early 2023. PSSI's high debt load (total funded debt of roughly $1.5 billion as of June 30 with Moody's adjusted debt-to-EBTIDA exceeding 30x for the LTM period), weak liquidity (negative free cash flow of $51 million in 1H24), as well as upcoming maturities were also key considerations of the rating action. The company has a mezzanine loan ($285 million at the end of Q2) due December 2025 (unrated). Under the current terms, the maturities of the company's $54 million revolver due March 2026 and term loan ($1.19 billion outstanding as of June 30) due March 2028 would be brought forward to June 2025 for the revolver and September 2025 for the term loan if more than $100 million of the mezzanine loan remains outstanding as of these dates. As the outstanding amount of mezzanine debt is above $100 million, both the revolver and term loan are now current. Even without the springing maturity, the revolver becomes current in March 2025. Moody's believe the company's ability to refinance its debt on reasonable economic terms will be challenging given the weak operating performance and delayed path for recovery, and Moody's view the likelihood of a distressed exchange event in its capital structure as very high in the near term. PSSI's liquidity is expected to remain weak over the next year as Moody's expect a continued free cash flow deficit. Year to date as of June 30, free cash flow was negative $51 million. The company was able to bridge the cash shortfall with a $25 Accounts Receivable securitization program (short term debt) as well as a $12 million draw on revolver. Cash was about $30 million at the end of 2Q. The company has a $12 million mandatory amortization on its term loan. Moody's expect the company will need additional funding given continued cash burn over the next year. RATINGS RATIONALE PSSI's Ca CFR reflects Moody's view that the company's capital structure with a very high debt load is unsustainable in its current form given weak operating performance, and Moody's view that the likelihood of a near-term distressed exchange or balance sheet restructuring event is high. The US Department of Labor investigation (DOL) and fine from earlier 2023 affected PSSI's operations significantly and, as a result of lost contracts and significantly higher wage and other operating expenses, revenue and especially earnings have experienced declines in the past year. In addition to loss of contracts due to the DOL settlement, PSSI has been experiencing a declining plant count over the past few years due to consolidation of plants by customers in the protein industry as they seek efficiencies. Furthermore, as a result of costs pressures related to wages and chemicals and higher compliance spend, PSSI's margins has been deteriorating faster than revenue decline, adding to earnings pressure. The CFR acknowledges the non-discretionary need for the daily sanitation services it provides to protein and other food manufacturers, and the strict regulatory environment in the food processing industry. The negative outlook reflects the high likelihood for a near term balance sheet restructuring or distressed exchange given PSSI's weak operating performance, very high debt level, weak liquidity with upcoming refinancing needs. The negative outlook also reflects the potential for lower recovery expectations in the event of default as negative operating trends continue. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although not likely in the near term given the negative outlook, the ratings could be upgraded through a substantial improvement in operating performance, allowing the company to de-lever. The company's ability to address its near-term maturities and an improvement in its liquidity position would also support an upgrade. The ratings could be downgraded if operating performance weakens further, the potential for a distressed exchange or other default increases for any reason, or Moody's estimated recovery values weaken. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PSSI Holdings, LLC ("PSSI"), founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the US and Canada. In May 2018 PSSI was acquired by Blackstone Group L.P. PSSI generated approximately $989 million in revenue in for the last twelve months ending June 30, 2024. PALOMAR HEALTH: Moody's Cuts Revenue Rating to B2, Placed on Review ------------------------------------------------------------------- Moody's Ratings has downgraded Palomar Health, CA's revenue ratings to B2 from Ba3 and general obligation unlimited tax (GOULT) ratings to Baa3 from Baa1. Concurrently, the ratings have been placed under review for further downgrade; previously the outlooks were negative. Palomar has approximately $711 million of revenue bonds outstanding; outstanding GO amounts total $621.6 million, inclusive of $240.6 million in accrued interest on the capital appreciation bonds. The downgrades reflect very thin cash balances, ongoing cash flow losses and Moody's expectation that June 30, 2024 covenants will be breached. Prior financial challenges have been impacted by significant operational disruptions arising from a cyber incident in May experienced by Arch Health Partners, Inc. (d/b/a Palomar Health Medical Group; PHMG). These factors contribute to Palomar's escalating governance risks in the areas of financial strategy and risk management, as well as management credibility and track record, a key driver of the rating action. The ratings are under review for further downgrade as Moody's assess risks related to breaching financial covenants which, absent lender cooperation, could lead to acceleration of all of Palomar's outstanding revenue debt; unrestricted cash to debt was only 11% at March 31, 2024. The review will also assess Palomar's progress in stabilizing liquidity, cashflow losses and resolving covenant breaches. RATINGS RATIONALE The B2 revenue bond rating reflects very weak liquidity of roughly 20-30 days which will be difficult to stabilize and improve due to negative operating cash flow and volumes that have been slow to rebound following the opening of a competing hospital. The May 2024 cyber incident experienced by PHMG further weakened underlying financial conditions and contributed to the system's inability to stabilize liquidity and stem cash flow losses following Moody's March 2024 review. Liquidity risks are heightened as debt service payments and IGT funding become due in November. Breach of financial covenants for the June 30, 2024 measurement date is likely, which could lead to acceleration, unless Palomar is able to secure a waiver or forbearance agreement. In the event of acceleration, all of Palomar's revenue bond debt could come due. Recovery on the bonds would be significantly below 100% given 11% unrestricted cash and investments at March 31, 2024. High expenses, large physician subsidies and an increasing governmental mix will continue to challenge performance. Favorably, Palomar, with the help of consultants, has identified opportunities for performance improvement in fiscal 2025, including potential savings related to its labor force, revenue cycle, physician enterprise, supply chain and purchased services. Although cash collections will continue to lag, additional IGT funding will help margins. Additional offsetting factors include Palomar's leading market position and strong community support which has helped fund major projects and supports operations through tax revenue. The Baa3 rating for the district's unlimited tax bonds is supported by the district's large tax base and favorable structural characteristics that provide partial mitigation for its severe underlying financial challenges. These include a "lockbox" mechanism that sends tax payments directly from San Diego County to the Trustee for payment of debt service. RATING OUTLOOK The ratings are under review for further downgrade as Moody's assess risks related to breaching financial covenants which, absent lender cooperation, could lead to acceleration of all of Palomar's outstanding revenue debt. The review will assess Palomar's progress in stabilizing liquidity and cashflow losses, including receival of 2024 audited results and the outcome of anticipated covenant breaches. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- A confirmation will be considered if Palomar can successfully manage its covenant breaches and reduce acceleration risk as well as stabilize liquidity at above 30 days and stall cash flow losses FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- A downgrade will be considered if Palomar is unable to reduce acceleration risk or if liquidity continues to decline. A downgrade would also be considered if the organization files for bankruptcy and/or liquidation LEGAL SECURITY Revenue bonds are secured by a pledge of gross revenues of the obligated group members, who are jointly and severally liable. The obligated group includes Palomar Health and Arch Health Partners, Inc. (d/b/a Palomar Health Medical Group). The district's GOULT bonds are payable from ad valorem taxes that may be levied against all taxable property within the district without limitation in rate or amount. Security is enhanced by a "lockbox" mechanism pursuant to which property tax payments that are restricted solely for servicing the district's GOULT bonds are wired by San Diego County directly to the paying agent for debt service payments. Moody's expect that Palomar will breach its June 30, 2024 financial covenants given significant cash decline and negative OCF through March 31 as well as a cyber incident, in May 2024, which likely stalled progress to reversing financial trends. Financial covenants are measured against the obligated group, and include maintenance of debt service coverage (below 1.15x consultant call-in; below 1.0x event of default), measured annually. The debt service coverage test is a requirement for both the MTI as well as the system's agreement with its insurer, Assured Guaranty. Palomar also has to meet a cash on hand test (below 65 days consultant call-in; below 50 days event of default), measured annually, under its agreement with Assured Guaranty. Through March 31, 2024, the system reported a debt service coverage ratio of 0.39x and cash on hand of 30.6 days. A remedy under the MTI and the agreement with Assured Guaranty is acceleration; the MTI includes cross default provisions. Per Palomar's Master Trust Indenture, Assured Guaranty is considered to be the "Majority Bondholder" for purposes of voting and consent. If Palomar were to default on its debt service coverage covenant and days cash on hand covenants and need to seek a waiver or forbearance agreement, Assured Guaranty would be the only party that Palomar would seek consent from. PROFILE Palomar Health is the largest public health care district in the State of California, with over $1 billion of revenues reported for fiscal 2023, and generating over 24,000 admissions. The district operates acute care facilities in the towns of Escondido and Poway. METHODOLOGY The principal methodology used in the revenue ratings was Not-for-profit Healthcare published in October 2024. PAN AM INVESTMENTS: Seeks to Hire Fuller Law Firm as Attorney ------------------------------------------------------------- Pan Am Investments Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire The Fuller Law Firm, P.C. as attorneys. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible re-finance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The firm will be paid at these rates: Lars T. Fuller, Attorney $505 per hour Joyce Lau, Attorney $425 per hour The firm received a retainer of $22,000 in addition to the filing fee of $1,738. In addition, the firm will seek reimbursement for expenses incurred. Lars Fuller, Esq., an attorney at The Fuller Law Firm, 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: Lars T. Fuller, Esq. THE FULLER LAW FIRM, PC 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408) 295-5595 Facsimile: (408) 295-9852 Email: admin@fullerlawfirm.net About Pan Am Investments Pan Am Investments Inc. is a real estate investment firm in Pleasanton, Calif. Pan Am Investments Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-41391) on Sept. 11, 2024, with $1 million to $10 million in both assets and liabilities. Christopher Hayes was appointed as Subchapter V trustee. Judge William J. Lafferty oversees the case. The Debtor is represented by Joyce Lau, Esq., at The Fuller Law Firm, PC. PATRIOT LINEN: Files Amended Plan; Confirmation Hearing Dec. 3 -------------------------------------------------------------- Patriot Linen Services, LLC, submitted a Second Amended Disclosure Statement describing Second Amended Plan dated September 13, 2024. This is a reorganizing plan. PLS will make payments to creditors over time. Like in the prior iteration of the Plan, the allowed unsecured claims total $2,328,384.37. The claims are paid at 15% over the 5-year plan. Total unsecured payments are $347,872. The failure to pay the stated payout percentage for any reason shall not constitute a default. The Debtor is paying a stated amount of money not a specific percentage. Often amended claims assert higher amounts, secured claims can be rendered unsecured and rejection or lessor claims may increase the claim amounts of this class. Class 5 consists of Insider Claim. This creditor shall receive $1 on account of its claim at month 60 of the Plan. Class 6 consists of Interest Holder. Merhdad Golshani shall acquire the equity of the Reorganized Debtor. If the Court approves this plan, including the proposed temporary injunction, then Mr. Golshani shall contribute to the Debtor earmarked for the general unsecured creditors, $20,000 at months 12, 24, 36 and 48 - $80,000 in total. The $20,000 shall then be paid pro rata to members of that class 30 days following receipt of the months in each of the 4 months. If the Court approves this Plan including the proposed temporary injunction, and separate and apart from these $20,000 contributions, Mr. Golshani shall contribute $100,000 to the Debtor's plan on the terms discussed below, with the funds to be deposited into counsel's client trust account four weeks prior to the confirmation hearing date for payment to professional fees following their allowance. The Plan will be funded by the Debtor's business operation and by Mr. Golshani's contributions. In addition, CCI will provide working capital to assist in funding the Plan. The Confirmation Hearing where the Court will determine whether or not to confirm the Plan will take place on December 3, 2024, at 1:00 p.m. in Courtroom 1545 of the U.S. Bankruptcy Court located at 255 East Temple Street, Los Angeles, CA 90012. Objections to the confirmation of the Plan must be filed with the Court and served upon the Debtor's counsel by November 19, 2024. Ballots must be received by November 19, 2024. A full-text copy of the Second Amended Disclosure Statement dated September 13, 2024 is available at https://urlcurt.com/u?l=eQx0IR from PacerMonitor.com at no charge. Attorneys for the Debtor: Steven R. Fox, Esq. The FoxLaw Corporation, Inc. 17835 Ventura Boulevard, Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 Email: Srfox@foxlaw.com About Patriot Linen Services Patriot Linen Services LLC offers linen cleaning services in Compton, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12114) on March 19, 2024, with $3,219,381 in assets and $2,343,094 in liabilities. Mehrad Golshani, the Debtor's member and manager, signed the petition. Judge Neil W. Bason presides over the case. David Tran, Esq., at Prosperous Law Group, and Steven R. Fox, Esq., at The Fox Law Corporation, represent the Debtor as bankruptcy co-counsel. Steven N. Kurtz, Esq., at Levinson, Arshonsky Kurtz & Komsky, LLP, represents the lender, Capital Credit Incorporated. Mark Sharf is the Sub-Chapter V Trustee. PECF USS III: Moody's Affirms 'Caa3' CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings affirmed PECF USS Intermediate Holding III Corporation's ("USS") Caa3 corporate family rating and the company's Caa3-PD probability of default rating. Concurrently, Moody's assigned B3 ratings to the backed senior secured first lien revolving credit facility, backed senior secured first-lien first-out term loan, and backed senior secured first-lien first-out notes of Vortex Opco, LLC ("Vortex"), a USS non-guarantor restricted subsidiary, and also assigned a Caa3 to Vortex's backed senior secured first-lien second-out term loan. Moody's downgraded the rating on USS' senior secured first lien term loan to Ca from Caa2 and affirmed the Ca rating on USS' senior unsecured notes. The outlook is stable. The rating action principally reflects Moody's lower recovery expectations in the event of a default for USS' term loan following the company's most recently completed debt tender for a portion of USS' outstanding debt. Pro forma for the sizable distressed debt exchange completed in August 2024 and more recent debt tender, this debt instrument has an outstanding balance of approximately $50.6 million, is unsecured, and is deeply structurally subordinated within USS' debt structure. The rating action also reflects Moody's expectation for continued softness in USS' operating performance and sustained free cash flow deficits, which should result in progressively weakening liquidity. The company is a national provider of portable sanitation and complementary site services. RATINGS RATIONALE USS' Caa3 CFR is primarily constrained by the company's elevated financial leverage (approximately 17x debt-to-EBITDA as of LTM June 30, 2024, pro forma for the distressed debt exchange and debt tender based on Moody's calculations) and Moody's anticipation of negative free cash flow over the next 12 to 18 months which will result in deteriorating liquidity. The company's credit quality is also negatively impacted by Moody's expectations for continued softness in USS' operating performance and moderate revenue concentration in the highly cyclical residential and commercial construction end markets. Corporate governance risks related to company's concentrated equity ownership by affiliates of Platinum Equity, LLC ("Platinum") and tolerance for very aggressive financial policies, including potential debt-funded acquisitions or subsequent distressed exchanges, also elevate risks. USS' credit profile benefits from the company's leading position within the fragmented portable sanitation and related site services solutions markets with a diverse and national customer base, low customer concentration and long-standing relationships evidenced by high client retention rates. Moody's consider USS' liquidity profile to be weak based on Moody's expectation that the company will incur material free cash flow deficits over the next 12-15 months that will fuel deterioration in USS's $23 million pro forma cash balance (following recent interest payments and debt repayments). On a pro forma basis, the company will have no drawings and full availability under Vortex's $100 million first lien revolving credit facility expiring April 2030 and approximately $118 million drawn on USS' $220 million asset-based revolver expiring April 2030 with limited additional borrowing capacity under this instrument. The asset based revolver is subject to a covenant limitation of a springing 1.0x minimum fixed charge coverage ratio if excess availability falls below 10% of the aggregate commitments. The first-lien first-out debt (revolver, first-out term loans, first-out notes) and asset-based revolver are subject to a maximum 8.3x consolidated first-lien first-out net leverage ratio maintenance covenant which the company should remain compliant with over the next 12-15 months. The B3 ratings for Vortex's first lien first out debt instruments are three notches above USS' Caa3 CFR and take into account their priority in the collateral and senior ranking in the overall capital structure relative to Vortex's Caa3 first-lien second-out term loan and the structurally subordinated term loan and senior unsecured notes rated Ca at USS. The terms for Vortex's first lien credit facilities include the following: Incremental first-out debt amount up to $35 million and incremental second-out debt amount up to $175 million. There is no inside maturity sublimit. The credit agreement prohibits the designation of unrestricted subsidiaries, preventing collateral "leakage" to such subsidiaries. No credit party may make any disposition of material assets to any non-credit party. The credit agreement provides some limitations on up-tiering transactions, requiring affected lender consent for amendments that subordinate or have the effect of subordinating the debt or liens. Amendments authorizing the incurrence of additional debt or the increase or decrease in revolver commitments in contemplation of or for the primary purpose of influencing voting thresholds require affected lender consent. Except as provided in the USS intercompany credit documents, any intercompany debt owed to non-guarantors must be subordinated and unsecured. The company cannot incur debt, grant liens, make investments or dispositions in connection with certain liability management transaction. The stable outlook reflects Moody's recovery expectations in the event of default and Moody's anticipation that USS' sales will gradually, but not materially improve from current depressed levels over the next 12-18 months. EBITDA margins will rise as a result of operating leverage benefits during this period, but the company's financial leverage will remain elevated and USS will continue to incur material free cash flow deficits given it very high interest expenses, resulting in deteriorating liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if USS can generate healthy revenue and EBITDA growth, resulting in a material decline in the company's debt to EBITDA, while consistently generating positive free cash flow and improving its liquidity profile. The ratings could be downgraded if USS' revenue and profitability remain under pressure, resulting in weakening liquidity and an increase in debt-to-EBITDA from current levels. The ratings could also be downgraded if Moody's recovery expectations in the event of default diminish. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Westborough, MA and controlled by affiliates of Platinum, USS is a provider of portable sanitation units, temporary fencing, storage containers and temporary electric equipment serving the construction, commercial, industrial, special event, government agency, and other end markets. Moody's project the company's annual revenue to approach $1 billion at the end of 2024. PENN HILLS: S&P Affirms 'BB' LT Rating on 2021A/B Revenue Bonds --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB' long-term rating on the Allegheny County Industrial Development Authority, Pa.'s series 2021A and 2021B revenue bonds, issued for Penn Hills Charter School of Entrepreneurship (PHCSE). "The negative outlook reflects our view of the school's deteriorating full-accrual operating results and moderating liquidity position," said S&P Global Ratings credit analyst John Miceli. "We may consider a negative rating action if the school generates deficit operations on a full accrual basis and continues to draw down its reserves to support operational or capital expenses, Mr. Miceli added. PHCSE is the sole charter school authorized by its local school district, the Penn Hills School District. The school used the bond proceeds to add a second floor to increase its enrollment capacity. PHCSE reports that because of inflationary pricing pressures, cost overruns cost the school more than the allocated proceeds, forcing management to draw down its cash reserves in recent fiscal years to fund relevant costs. PHCSE is a kindergarten through eighth-grade public charter school located in Pittsburgh, Pa. The school was founded in 2011 and differentiates itself by offering an entrepreneurial-based education program with favorable academic performance relative to the traditional local school district. PHH CORP: Moody's Rates New $475MM Unsecured Notes 'Caa1' --------------------------------------------------------- Moody's Ratings has assigned a Caa1 rating to PHH Corporation's (PHH) new $475 million backed senior unsecured notes due in 2029. PHH is a wholly-owned subsidiary of parent company Onity Group Inc. (Onity). Moody's also assigned a B3 corporate family rating to Onity and withdrew the B3 CFR of PHH Mortgage Corporation (PMC). The entities' outlooks are stable. The proceeds from the issuance will be used to redeem PMC's $313 million senior secured notes, which are rated B2. The rating on these notes will be withdrawn following the redemption. RATINGS RATIONALE Onity's B3 CFR reflects the company's improving performance and return to profitability on both a GAAP and core-earnings basis. Onity has also maintained adequate capitalization, which should protect creditors in the event of unexpected losses. At the same time, the rating is constrained by Onity's modest scale compared to mortgage peers and history of uneven financial performance. The new five-year senior unsecured note issuance is positive for creditors because it addresses $313 million of maturities in 2026 and $285 million of maturities in 2027. The issuance follows a recent announcement that Onity would, among other things, sell its interest in its joint venture vehicle with Oaktree Capital Management (Oaktree), MSR Asset Vehicle LLC (MAV). MAV's mission is to acquire mortgage servicing rights (MSRs) where, under the terms of the agreement, Onity would remain the exclusive subservicer of the existing MAV portfolio, which had an unpaid principal balance of $52 billion as of August 31, 2024, for an initial term of five years and will subservice the majority of the new MSRs acquired by MAV. The sale of the Onity stake in MAV to Oaktree raises some uncertainty with respect to future earnings, since the firm will not benefit from additional income in MAV beyond the subservicing fees it will receive per the terms of the new agreement. Nevertheless, the stable outlook reflects Moody's expectation that Onity will continue to report solid earnings and improving capitalization over the next 12-18 months. The Caa1 rating assigned to the new senior unsecured notes reflects their position in Onity's debt hierarchy, being subordinate to debt secured by MSRs which are deemed structurally superior. However, the notes are an obligation of PHH and have guarantees from Onity and select operating subsidiaries within the group. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Onity's ratings could be upgraded if the company sustains a net income to average managed assets (NI/AMA) ratio consistently above 1%, while preserving its tangible common equity to adjusted tangible managed assets ratio (TCE/TMA, excluding Ginnie Mae loans earmarked for repurchase and HECM financials) over 12.5%. An upgrade would also depend on Onity preserving sufficient liquidity and avoiding any negative regulatory developments. The ratings could be downgraded if the company is unable to maintain breakeven profitability; if capitalization weakens, as measured by TCE/TMA to below 9%; if regulatory actions or litigation materially restrict the company's business activities or harm its franchise and reputation; or if the company is subject to regulatory or legal actions resulting in material fines or judgments. LIST OF AFFECTED RATINGS Issuer: Onity Group Inc. Assignments: LT Corporate Family Rating, Assigned B3 Outlook Actions: Outlook, Assigned Stable Issuer: PHH Corporation Assignments: Backed Senior Unsecured, Assigned Caa1 Outlook Actions: Outlook, Assigned Stable Issuer: PHH Mortgage Corporation Withdrawals: LT Corporate Family Rating, Withdrawn, previously rated B3 PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies published in July 2024. PRAIRIE KNOLLS: Hires Shraiberg Page as Bankruptcy Counsel ---------------------------------------------------------- Prairie Knolls MHP, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Shraiberg Page P.A. as their bankruptcy counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary. The firm will be paid at these rates: Bradley S. Shraiberg $650 per hour Attorneys $350 to $650 per hour Legal Assistants $275 per hour The firm received a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner at Shraiberg Page P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradley S. Shraiberg, Esq. Shraiberg Page P.A. 2385 N.W. Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 About Prairie Knolls MHP Prairie Knolls MHP, LLC is a company that owns and operates a mobile home park. It provides residential spaces for mobile homes, offering community living environments for individuals and families. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03432) with $10 million to $50 million in both assets and liabilities. The petition was signed by Neil Carmichael Bender, II as manager. Judge Pamela W. Mcafee oversees the case. The Debtor is represented by Bradley S. Shraiberg, Esq. at Shraiberg Page P.A. PRESTO AUTOMATION: Public Sale Auction Set for Nov. 19 ------------------------------------------------------ Reference is made to that certain credit agreement dated as of Sept. 21, 2022, by and among Presto Automation LLC (fka E La Carte LLC fka E La Carte Inc. fka Ventoux Merger Sub II LLC), ("borrower") Presto Automation Inc. fka Ventoux CCM Acquisition Corp. ("parent"), each guarantor from time to time party thereto, the lenders from time to time party thereto, and Metropolitan Partners Group Administration LLC ("agent"); and that certain guarantee and collateral agreement dated as of Sept. 21, 2022, by and among borrower, parent and the agent. The agent, pursuant to the terms of the loan agreements, NY UCC Section 9-610 and 6 DEL. C. Section 9-610, will sell at public sale all of the property of the loan parties that is subject to the agent's lien under applicable law, to the highest qualified bidder in public: Date: Nov. 19, 2024 Time: 10:00 a.m. ET Place: Videoconference, details to be provided at a later time to qualified bidders The auction will be conducted online by videoconference. Agents reserves the right to adjourn, delay, or terminate the auction, or change the venue thereof, in its sole and absolute discretion. Bidders wishing to participate in the auction must follow procedures to become a qualified bidder and then submit a bid in writing by email to agent's sale agent, Heidi Lipton, at hlipton@rockcreekfa.com, and to counsel to the secured party, Jeffrey T. Kucera and Emily K. Steele at K&L Gates LLP, at klgprestoarticle9@klgates.com, by 5:00 p.m. ET on Nov. 15, 2024. Bidders will need to submit a binding written bid and provide a deposit to participate in the auction. Bidding at auction will be in person via videoconference or by approved designated agent of the bidder. About Presto Automation Presto (Nasdaq: PRST) provides enterprise-grade AI and automation solutions to the restaurant industry. Presto's solutions are designed to decrease labor costs, improve staff productivity, increase revenue, and enhance the guest experience. The company offers its AI solution, Presto Voice, to quick service restaurants(QSRs) and its pay-at-table tablet solution, Presto Touch, to casual dining chains. Some of the most recognized restaurant names in the United States are among Presto's customers, including Carl's Jr., Hardee's, and Checkers for Presto Voice. RETO ECO-SOLUTIONS: Hydrogen Capital, Qian Cui Hold 9.4% Stake -------------------------------------------------------------- Hydrogen Capital Group Ltd and sole director, Qian Cui, disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of August 30, 2024, they beneficially owned 1,811,594 Class A shares of ReTo Eco-Solutions, Inc., representing 9.4% of the 19,352,636 Class A Shares outstanding as reported in ReTo Eco-Solutions' Form F-3. A full-text copy of Hydrogen Capital's SEC Report is available at: https://tinyurl.com/47bas52z About ReTo Eco-Solutions ReTo Eco-Solutions, Inc., through its operating subsidiaries in China, is engaged in the manufacture and distribution of eco-friendly construction materials (aggregates, bricks, pavers, and tiles), made from mining waste (iron tailings), as well as equipment used for the production of these eco-friendly construction materials. In addition, the Company provides consultation, design, project implementation, and construction of urban ecological protection projects through its operating subsidiaries in China. The Company also provides parts, engineering support, consulting, technical advice and service, and other project-related solutions for its manufacturing equipment and environmental protection projects. Irvine, California-based YCM CPA, Inc., the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company recorded an accumulated deficit as of Dec. 31, 2023, and the Company currently has a net working capital deficit, continued net losses, and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RETO ECO-SOLUTIONS: Nova, Jie Cui Hold 7.3% of Class A Shares ------------------------------------------------------------- Nova Horizons Ltd and sole director, Jie Cui, disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of August 30, 2024, they beneficially owned 1,404,891 Class A shares of ReTo Eco-Solutions, Inc., representing 7.3% of the 19,352,636 Class A Shares outstanding as reported in ReTo Eco-Solutions' Form F-3. A full-text copy of Nova Horizons' SEC Report is available at: https://tinyurl.com/56m2fjfu About ReTo Eco-Solutions ReTo Eco-Solutions, Inc., through its operating subsidiaries in China, is engaged in the manufacture and distribution of eco-friendly construction materials (aggregates, bricks, pavers, and tiles), made from mining waste (iron tailings), as well as equipment used for the production of these eco-friendly construction materials. In addition, the Company provides consultation, design, project implementation, and construction of urban ecological protection projects through its operating subsidiaries in China. The Company also provides parts, engineering support, consulting, technical advice and service, and other project-related solutions for its manufacturing equipment and environmental protection projects. Irvine, California-based YCM CPA, Inc., the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company recorded an accumulated deficit as of Dec. 31, 2023, and the Company currently has a net working capital deficit, continued net losses, and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RETO ECO-SOLUTIONS: Token, Yongli Wu Hold 6.5% of Class A Shares ---------------------------------------------------------------- Token Technology Inc. and its sole director, Yongli Wu, disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of August 30, 2024, they beneficially owned 1,260,870 Class A shares of ReTo Eco-Solutions, Inc., representing 6.5% of 19,352,636 Class A Shares outstanding as reported in ReTo Eco-Solutions' Form F-3. A full-text copy of Token Technology's SEC Report is available at: https://tinyurl.com/23ctmdzh About ReTo Eco-Solutions ReTo Eco-Solutions, Inc., through its operating subsidiaries in China, is engaged in the manufacture and distribution of eco-friendly construction materials (aggregates, bricks, pavers, and tiles), made from mining waste (iron tailings), as well as equipment used for the production of these eco-friendly construction materials. In addition, the Company provides consultation, design, project implementation, and construction of urban ecological protection projects through its operating subsidiaries in China. The Company also provides parts, engineering support, consulting, technical advice and service, and other project-related solutions for its manufacturing equipment and environmental protection projects. Irvine, California-based YCM CPA, Inc., the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 15, 2024, citing that the Company recorded an accumulated deficit as of Dec. 31, 2023, and the Company currently has a net working capital deficit, continued net losses, and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ROCKY MOUNTAIN: Reports $722,000 Net Loss in Fiscal Q2 ------------------------------------------------------ Rocky Mountain Chocolate Factory, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $722,000 on $6.4 million of total revenues for the three months ended August 31, 2024, compared to a net loss of $999,000 on $6.6 million of total revenues for the three months ended August 31, 2023. For the six months ended August 31, 2024, the Company reported a net loss of $2.4 million on $12.8 million of total revenues, compared to a net loss of $1.8 million on $13 million of total revenues for the same period in 2023. "We are pleased with our progress this quarter as we begin executing our multi-year strategic plan," said Jeff Geygan, Interim CEO of RMCF. "We have been focused on several critical areas of the business: strengthening the company's liquidity, rebuilding a strong executive team, expanding our franchise network, and laying a solid foundation for sustainable growth and profitability. "In recent months, we welcomed several key team members, including a new CFO to lead our finance organization. We are also beginning to drive momentum with the expansion of our franchise network across eight strategic markets in the U.S., starting with a new store opening in Edmond Oklahoma next month. We are finalizing new franchise agreements for three additional store locations, which we expect to announce in the coming weeks. At the same time, our rebranding initiative is nearly complete, and we anticipate unveiling the new store design by year-end, which will enhance the RMCF experience for both franchisees and consumers." Geygan continued, "Subsequent to quarter end, we took an important step to improve our financial position with a new $6 million credit facility, which allowed us to retire our previous $4 million credit facility and raise additional capital for ongoing investments. With a strengthened balance sheet, improved liquidity and a committed franchise network, we believe we are well-positioned to execute our three-year strategic plan and drive RMCF toward sustainable growth and profitability." Going Concern During the six months ended August 31, 2024, the Company used cash in operating activities of $5.7 million. Additionally, the Company was not in compliance with the requirement under a credit agreement, as amended, with Wells Fargo Bank N.A. to maintain a ratio of total current assets to total current liabilities of at least 1.5 to 1. The Company's current ratio as of August 31, 2024 was 1.24 to 1. The Credit Agreement was set to expire on September 30, 2024, and was repaid on September 30, 2024 (see Note 8). These factors raise substantial doubts about the Company's ability to continue as a going concern within the next 12 months. The Company's ability to continue as a going concern is dependent on its ability to continue to implement its business plan. The Company is exploring various means of strengthening its liquidity position and ensuring compliance with its debt financing covenants, which may include the obtaining of waivers from our lender. The Company continues to explore supplemental liquidity sources. During the next twelve months, the Company intends to further reduce overhead costs, improve manufacturing efficiencies, and increase profits and gross margins by better aligning its costs with the delivery and sale to its franchising system and Specialty Market customers. In addition, the Company intends to benefit from its historically busy season of holiday product sales while also increasing sales through its e-commerce distribution channel on a year-round basis. There are no assurances that the Company will be successful in implementing its business plan. As of August 31, 2024, the Company had $21.1 million in total assets, $10.6 million in total liabilities, and $10.5 million in total shareholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/53uut73b About Rocky Mountain Chocolate Factory Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an international franchisor, confectionery producer, and retail operator. Founded in 1981, the Company produces an extensive line of premium chocolate candies and other confectionery products. New York, N.Y.-based CohnReznick LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 13, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations in recent years and is dependent on debt financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. ROLLING ACRES: Hires Shraiberg Page as Bankruptcy Counsel --------------------------------------------------------- Rolling Acres MHC, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Shraiberg Page P.A. as their bankruptcy counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary. The firm will be paid at these rates: Bradley S. Shraiberg $650 per hour Attorneys $350 to $650 per hour Legal Assistants $275 per hour The firm received a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner at Shraiberg Page P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradley S. Shraiberg, Esq. Shraiberg Page P.A. 2385 N.W. Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 About Rolling Acres MHC Rolling Acres MHC, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03433) on September 20, 2024, with $1 million to $10 million in both assets and liabilities. Judge Pamela W. Mcafee oversees the case. The Debtor is represented by Bradley S. Shraiberg, Esq. at Shraiberg Page P.A. RUNNER BUYER: Moody's Lowers CFR to 'Caa3', Outlook Stable ---------------------------------------------------------- Moody's Ratings downgraded Runner Buyer, Inc. ("RUGS USA") corporate family rating to Caa3 from Caa1, its probability of default rating to Caa3-PD from Caa1-PD and its senior secured first lien revolving credit facility and senior secured first lien term loan ratings to Caa3 from Caa1. The outlook remains stable. The downgrades reflect RUGS USA's softer than expected operating performance and the resultant currently unsustainably high leverage and weak interest coverage. The company has been negatively impacted by weak demand due to a challenged discretionary consumer spending environment, a drop in home sale activity and having to contend with higher interest rates. As a consequence, debt/EBITDA is unsustainably high at about 14.0x and EBITA/interest is very weak at 0.5x at June 30, 2024. Free cash flow (FCF) for the last twelve months ended June 30, 2024 was negative $11 million. The company's liquidity at June 30, 2024 is weak with about $6 million of balance sheet cash and $29 million or 39% drawn on the $75 million revolver at June 30, 2024. The company's 8.65x leverage covenant would spring if the revolver balance were to be greater than 40% of utilization at quarter-end. Moody's believe that the company would need to further draw on its revolver to fund operations and its ability to maintain compliance on its springing covenant is heavily dependent on EBITDA add-backs and/or receiving an amendment or waiver from revolving lenders. RUGS USA has taken steps to offset the topline weakness through $10 million of cost-savings initiated earlier this year and achieving nearly $4 million in excess synergies from the Annie Selke transaction ($9 million synergies executed compared to the originally forecasted $5.2 million). However, an improvement in financial performance and credit metrics remains highly dependent on a turnaround in customer demand weakness. RATINGS RATIONALE RUGS USA's Caa3 CFR is constrained by the company's high debt burden and sales and earnings weakness which began in 2022 and is persisting through 2024. RUGS USA's leverage is very high with Moody's-adjusted debt/EBITDA anticipated to be around 12.0x and interest coverage is weak with EBITA/interest of about 0.7x at year-end 2024. Given the difficult consumer spending environment, Moody's expect RUGS USA's metrics to be weak over the next 12-18 months. Liquidity is weak with $6 million of balance sheet cash and the likely need to further draw on the revolver and uncertainty around covenant compliance should the revolver's springing covenant be tested. In addition, the rating is limited by RUGS USA's small scale and narrow focus primarily in the discretionary, cyclical and highly fragmented and competitive rug market. The credit profile also reflects the financial strategy risks associated with private equity ownership. Prior to the weakness that started in 2022, RUGS USA had demonstrated high growth rates, with revenue that had more than quadrupled since 2015 driven by both good execution and increasing online penetration, particularly in the value rugs market. In addition, Moody's view the company's value price points supplemented by the recent higher-end Annie Selke acquisition and the continued secular shift to ecommerce to be favorable. The credit profile is also supported by the asset-light nature of the business. The stable outlook demonstrates that the current ratings appropriately reflect the company's expected performance, estimated recovery rate and likelihood of default. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if there is a sustained improvement in operating performance and liquidity which lessens the overall likelihood of default and the expected recovery rate improves. The ratings could be downgraded if the company were to default on its debt or file for bankruptcy or if recovery expectations deteriorate further. Headquartered in New York, NY, RUGS USA is an e-commerce provider of rugs and home décor products through its website rugsausa.com, annieselke.com and e-commerce marketplaces. Revenue for the twelve months ended June 30, 2024 was roughly $315 million. The company is controlled by Francisco Partners. The principal methodology used in these ratings was Retail and Apparel published in November 2023. RYVYL INC: Sets 2024 Annual Stockholders Meeting for Dec. 19 ------------------------------------------------------------ RYVYL Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it currently plans to hold its 2024 Annual Meeting of Stockholders on December 19, 2024. The Board of Directors of the Company has set the record date for determining the stockholders of record who will be entitled to vote at the 2024 Annual Meeting as the close of business on October 22, 2024. The time and location of the 2024 Annual Meeting will be as set forth in the Company's definitive proxy statement for the 2024 Annual Meeting to be filed with the Securities and Exchange Commission. Because the scheduled date of the 2024 Annual Meeting is more than 30 days after the anniversary of the Company's 2023 Annual Meeting of Stockholders, prior disclosed deadlines regarding the submission of stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for the 2024 Annual Meeting are no longer applicable. The Company is hereby providing notice of certain revised deadlines for the submission of stockholder proposals in connection with the 2024 Annual Meeting. In order for a stockholder proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company's proxy statement and form of proxy for the 2024 Annual Meeting, such proposal must be received by the Company by October 25, 2024. The Company has determined that October 25, 2024 is a reasonable time before the Company plans to begin printing and mailing its proxy materials. Therefore, in order for a stockholder to submit a proposal for inclusion in the Company's proxy materials for the 2024 Annual Meeting, the stockholder must comply with the requirements set forth in Rule 14a-8, including with respect to the subject matter of the proposal, and must deliver the proposal and all required documentation to the Company no later than October 25, 2024. The public announcement of an adjournment or postponement of the date of the 2024 Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a-8. Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the 2024 Annual Meeting, but does not seek to have included in the proxy materials pursuant to Rule 14a-8, must be delivered no later than October 25, 2024. The Company has determined that October 25, 2024 is a reasonable time before the Company plans to begin printing and mailing its proxy materials. Therefore, in order for a stockholder to timely submit a director nomination or other proposal that the stockholder intends to present at the 2024 Annual Meeting, the stockholder must deliver the director nomination or proposal to the Company no later than October 25, 2024. All proposals must be addressed to the Corporate Secretary at "RYVYL Inc.; Corporate Secretary; 3131 Camino Del, Rio North, Suite 1400, San Diego, CA 92108." About RYVYL, Inc. San Diego, Calif.-based RYVYL Inc., together with its subsidiaries, is a financial technology company that develops, markets, and sells innovative blockchain-based payment solutions, which offer significant improvements for the payment solutions marketplace. Rowland Heights, Calif.-based Simon & Edward, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 25, 2024, citing that there has been a notable decrease in the Company's processing volume during the first quarter of 2024. This decrease is primarily due to the transition of the QuickCard product in North America, which has resulted in a significant decline in processing volume and revenue. Consequently, this has affected the Company's short-term cash flow for operating activities, jeopardizing its ability to continue as a going concern. For the year ended December 31, 2023, RYVYL reported a net loss of $53.1 million, compared to a net loss of $49.2 million for the same period in 2022. As of June 30, 2024, RYVYL had $109.03 million in total assets, $100.4 million in total liabilities, and $8.6 million in total stockholders' equity. S&W SEED: Implements 1-for-19 Reverse Stock Split ------------------------------------------------- As previously reported on the Current Report on Form 8-K of S&W Seed Company, as filed with the Securities and Exchange Commission on September 27, 2024, at the Company's Special Meeting of Stockholders held on September 26, 2024, the Company's stockholders approved, pursuant to Nevada Revised Statutes 78.2055, a reverse stock split of the Company's common stock at a ratio in the range of 1-for-5 to 1-for-20, with such ratio to be determined in the discretion of the Company's Board of Directors and with such reverse stock split to be effected at such time and date as determined by the Board in its sole discretion (but in no event later than January 31, 2025). Following the Special Meeting, on October 4, 2024, the Board unanimously approved, pursuant to NRS 78.2055, a reverse stock split of all issued and outstanding shares of the Company's common stock, at a ratio of 1-for-19. The Reverse Stock Split was implemented at 5:00 p.m. Eastern Time on October 17, 2024. The terms of the Reverse Stock Split are such that every 19 shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants, which will result in a proportional decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company's equity compensation plans immediately prior to the Effective Time will be reduced proportionately. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record will be issued one whole share of common stock in exchange for any fractional interest that such stockholder would have otherwise received as a result of the Reverse Stock Split. The Reverse Stock Split will affect all stockholders of record proportionately and will not affect any stockholder's percentage ownership of the Company's common stock, except to the extent that the Reverse Stock Split results in any stockholder owning an additional share. The Company's common stock began trading on a split-adjusted basis commencing upon market opening on The Nasdaq Capital Market on October 18, 2024. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 785135302. About S&W Seed Co. Longmont, Colo.-based S&W Seed Company is a global multi-crop, middle-market agricultural company that is principally engaged in breeding, growing, processing, and selling agricultural seeds. The Company operates seed cleaning and processing facilities, which are located in Texas, New South Wales, and South Australia. The Company's seed products are primarily grown under contract by farmers. The Company is currently focused on growing sales of its proprietary and traited products specifically through the expansion of Double Team™ for forage and grain sorghum products, improving margins through pricing and operational efficiencies, and developing the camelina market via a recently formed partnership. As of March 31, 2024, the Company had $133.2 million in total assets, $76.4 million in total liabilities, and total stockholders' equity of $51.2 million. S&W Seed cautioned in its Form 10-Q Report for the quarterly period ended December 31, 2023, that its operating and liquidity factors raise substantial doubt regarding the Company's ability to continue as a going concern. According to the Company, it is not profitable and has recorded negative cash flows for the last several years. For the six months ended December 31, 2023, the Company reported a net loss of $12.5 million. While the Company did report net cash provided by operations of $1.4 million for the six months ended December 31, 2023, it expects this to be negative in fiscal 2024. The positive cash flow in operations for the six months ended December 31, 2023, was largely due to changes in operating assets and liabilities. As of December 31, 2023, the Company had cash on hand of $1.1 million. The Company had $2.4 million of unused availability from its working capital facilities as of December 31, 2023. Additionally, the Company's Amended and Restated Loan and Security Agreement, or the Amended CIBC Loan Agreement, with CIBC Bank USA, or CIBC, and its debt facilities with National Australia Bank, or NAB, under the NAB Finance Agreement, contain various operating and financial covenants. Adverse geopolitical and macroeconomic events and other factors affecting the Company's results of operations have increased the risk of the Company's inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. The Amended CIBC Loan Agreement as presently in effect requires the Company to meet minimum adjusted EBITDA levels on a quarterly basis and the NAB Finance Agreement includes an undertaking that requires the Company to maintain a net related entity position of not more than USD $18.5 million and a minimum interest cover ratio at each fiscal year-end. As of December 31, 2023, the Company was in compliance with the CIBC minimum adjusted EBITDA covenant as well as the NAB net related entity position covenant. While the Company was in compliance with these covenants, there can be no assurance the Company will be successful in meeting its covenants or securing future waivers or amendments from its lenders. Currently, the Company does not expect to meet certain of these covenants in fiscal 2024. If the Company is unsuccessful in meeting its covenants or securing future waivers or amendments from its lenders and cannot obtain other financing, it may need to reduce the scope of its operations, repay amounts owed to its lenders, or sell certain assets. Further, if the Company cannot renew or obtain other financing when its two major debt facilities with CIBC and NAB expire on August 31, 2024, and March 31, 2025, respectively, it may need to reduce the scope of its operations. SAINT PAUL CONSERVATORY: S&P Lowers Lease Rev. Debt Rating to 'B+' ------------------------------------------------------------------ S&P Global Ratings lowered its rating to 'B+' from 'BB-' on St. Paul Housing & Redevelopment Authority, Minn.'s outstanding lease revenue debt issued for the Saint Paul Conservatory for Performing Artists (SPCPA). The outlook is negative. "The downgrade and negative outlook reflect continued weakening in enrollment and market position, which has led to a smaller operating base, and leaves the school's finances more susceptible to unexpected fluctuations in enrollment," said S&P Global Ratings credit analyst Sadie Mazzola. S&P Said, "The negative outlook reflects our view of continued declines in total enrollment, including a miss in enrollment for fall 2024 relative to management's target level, which have pressured the budget. While financial performance is expected to stabilize in fiscal 2024 and 2025, operating results are highly reliant upon the maintenance of enrollment targets at budgeted levels, which we view as a potential challenge for the school given the pattern of enrollment declines over the past several years. In our view, if budgeted enrollment levels continue to miss target, management has limited flexibility to adjust operations in line with the adopted budget. "We could consider a lower rating if enrollment declines continue without indication of stabilization or if operating performance weakens below budgeted projections such that liquidity is pressured below current levels. We could also lower the rating if there are any notable risks to charter standing as the school approaches its next charter renewal in 2026. "We could consider returning the outlook to stable if enrollment stabilizes or grows, supporting a strengthened market position, and if financial projections, which include modest operating surpluses and lease-adjusted maximum annual debt service coverage above covenant levels, are achieved, while maintaining or growing liquidity." As of June 30, 2023, SPCPA had about $7.1 million in total debt consisting solely of the series 2013 bonds. SB CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SB Contractors, LLC 4812 FM 482 New Bruanfels TX 78132 Business Description: SB Contractors is a Texas based general contractor specializing in heavy highway and commercial services. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-52121 Debtor's Counsel: Todd Headden, Esq. HAYWARD PLLC 7600 Burnett Road, Suite 530 Austin, TX 78757 Tel: (737) 881-7100 Email: theadden@haywardfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by William S. Simpson as authorized signatory. 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/UQ4T6HQ/SB_Contractors_LLC__txwbke-24-52121__0001.0.pdf?mcid=tGE4TAMA SEDONA VINEYARDS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Sedona Vineyards LLC 2024 N. 7th Street, Ste 202 Phoenix, AZ 85006 Business Description: The Debtor owns and operates the Sedona Vineyards Resort, a planned 50 room luxury boutique hotel plus 57 wine villas in modern farmhouse style lining the vineyards and the lake, wine tasting room and general store. Chapter 11 Petition Date: October 25, 2024 Court: United States Bankruptcy Court District of Arizona Case No.: 24-09126 Debtor's Counsel: Ronald J. Ellett, Esq. ELLETT LAW OFFICES, P.C. 2999 North 44th Street Suite 330 Phoenix, AZ 85008 Tel: 602-235-9510 Email: rjellett@ellettlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Douglas Edgelaw 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/OABDZOA/SEDONA_VINEYARDS_LLC__azbke-24-09126__0001.0.pdf?mcid=tGE4TAMA SEVEN SEAS: Unsecured Creditors to Get 100 Cents on Dollar in Plan ------------------------------------------------------------------ Seven Seas Roasting Co., LLC, filed with the U.S. Bankruptcy Court for the Southern District of California a Plan of Reorganization for Small Business dated September 12, 2024. The Debtor is California Limited Liability Company that was formed in 2017. Seven Seas operates three coffee facilities serving their own custom-roasted coffee and small-bites items, located at (1) South Park "(SP)" 1947 Fern St., Ste. 4, San Diego, CA 92102, (2) North Park "(NP)" 4225 30th St., San Diego, CA 92104, (3) Solana Beach "(SB)" 312 S. Cedros Ave., Solana Beach, CA 92075. In early June, 2024, several Merchant Cash Advance companies ("MCAs") attached Debtors' revenue streams from its online sales transaction servicers, including Square, Stripe and DoorDash. Debtors' funds were frozen, effectively stopping all cash receipts by Debtors for their sales transactions, leaving Debtors no access to funds. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $977,050.40. Plan payments will be paid on a quarterly basis commencing on December 31, 2024, with each quarterly payment due not later than the last day of each calendar quarter (March 31, June 30, September 30, December 31). The final Plan payment is expected to be paid on September 31, 2029. Under the Plan, the Debtor proposes to pay $977,050.40 to creditors. This Plan of Reorganization proposes to pay creditors of the Debtor from disposable operating income from normal business operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. Class 3 is impaired by this Plan, and each holder of an allowed Class 3 claim will be paid in full per a pro rata distribution of quarterly payments from Q3 2028 through Q3 2029. This Class is impaired. Class 4 consists of Equity security holders of the Debtor. The holders of each Class 4 Interest will retain their rights and interests without impairment and will not receive any payments on account for their Class 4 Interests during the life of the Plan. Class 4 is unimpaired by this Plan. The Plan will be funded with cash on hand, Debtor's projected disposable income over the 60-month life of the plan, and estate claims and causes of action, if any. A full-text copy of the Plan of Reorganization dated September 12, 2024 is available at https://urlcurt.com/u?l=jdVj6o from PacerMonitor.com at no charge. Counsel to the Debtor: Gregory T. Highnote, Esq. Bankruptcy Legal Group 501 W Broadway #510 San Diego, CA 92101 Phone: (619) 233-4415 Email: greg@bankruptcysd.com About Seven Seas Roasting Co. LLC Seven Seas Roasting Co. LLC is a San Diego-based specialty coffee roaster with coffee sourced from micro lot farms from around the world. Seven Seas Roasting Co. LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 24-02183) on June 14, 2024. In the petition filed by Eric Dobbs, as managing member, the Debtor reports total assets as of May 31, 2024 amounting to $768,017 and total liabilities as of May 31, 2024 amounting to $1,360,580. The Honorable Bankruptcy Judge Christopher B. Latham oversees the case. The Debtor is represented by Gregory T. Highnote, Esq. at BANKRUPTCY LEGAL GROUP. SHEN'S PEKING: Amends Plan to Include Weingarten Claims Pay ----------------------------------------------------------- Shen's Peking II Restaurant, Inc., submitted an Amended Subchapter V Plan of Reorganization dated September 12, 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $15,000.00 toward the unsecured claims. The final Plan payment is expected to be paid in September, 2028. The Debtor intends to implement the Plan by generating sufficient income from the Debtor's business to fund the required payments to creditors. In the event the Debtor does not have sufficient funds to meet the payments, the Debtor shall utilize funds on hand to make the payments. The Debtor will commit disposable income to fund the Plan in the total amount of $15,000.00 to the unsecured claims in accordance with the Projections attached. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. Such net disposable income should be sufficient to provide a distribution to unsecured creditors over the life of the Plan of approximately $15,000.00. This Plan proposes to pay creditors of the Debtor from cash flow from operation of the Debtor's business and current cash on hand. The only priority unsecured claims are the Department of Treasury, Internal Revenue Service in the amount of $4,475.82. The Debtor estimates that the General Unsecured Creditors hold total aggregate claims in the amount of $496,143.48. The Priority claim of the Department of Treasury Internal Revenue Service ("IRS") in the amount of $4,475.82 shall be paid in in equal monthly installments at 5.25% interest in the amount of $103.59 per month until paid in full within 60 months from the Petition Date. The IRS shall have a general unsecured claim in the amount of $2,848.94, which shall be treated in Class Three. Class Two consist of Weingarten Nostat, Inc. Claim. As of the petition date, the Debtor was in arrears to its landlord, Weingarten Nostat, Inc. (the "Landlord") in the amount of $63,479.98 (the "Arrears"). By agreement of the parties, the Debtor shall pay the Arrears over a period of 2 years at a rate of $2,645.00 per month, which shall be paid as additional rent and due and payable when the regular monthly rent is due beginning on November 1, 2024. All other provisions of the Lease and any amendments shall remain in full force and effect. Class Three General Unsecured claims include all other allowed claims of Unsecured Creditors of the Debtor, subject to any Objections that are filed and sustained by the Court. The general unsecured claims prior to the filing of any objections total the amount of $496,143.48, which will be paid over the 5-year term of the Plan at the rate of $250.00 per month on a pro-rata basis. The payments will commence on the Effective Date of the Plan. The dividend to this class of creditors is subject to change upon the determination of objections to claims. To the extent that the Debtor is successful or unsuccessful in any or all of the proposed Objections, then the dividend and distribution to each individual Class of General Unsecured Claims then the dividend and distribution to each individual creditor will be adjusted accordingly. These claims are impaired. The Debtor shall contribute his disposable income to fund the Plan in the total amount of $15,000.00 to the unsecured creditors in accordance with the Projections. In the event the Debtor's disposable income is insufficient to meet the plan payments, the Debtor shall fund the plan through his non-exempt or exempt assets. A full-text copy of the Amended Subchapter V Plan dated September 12, 2024 is available at https://urlcurt.com/u?l=c33Tmo from PacerMonitor.com at no charge. Attorneys for the Debtor: Craig I. Kelley, Esq. KELLEY, FULTON & KAPLAN P.L. 1665 Palm Beach Lakes Boulevard, Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 Email: craig@kelleylawoffice.com About Shen's Peking II Restaurant Shen's Peking II Restaurant, Inc., operates a restaurant in Boca Raton, Florida serving Chinese food. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr, S.D. Fla. Case No. 24-10897) on Jan. 30, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. . Judge Mindy A Mora presides over the case. Craig I. Kelley, Esq. at Kelley, Fulton & Kaplan P.L., is the Debtor's counsel. SIFCO INDUSTRIES: Completes Sale of C Blade S.p.A. to TB2 --------------------------------------------------------- SIFCO Industries, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 15, 2024, SIFCO Irish Holdings, Ltd., a private company limited by shares registered in the Republic of Ireland ("Seller"), a wholly owned subsidiary of SIFCO Industries, Inc., and the Company completed the sale of 100% of the share capital of C Blade S.p.A. Forging & Manufacturing, an Italian joint stock company and wholly-owned subsidiary of Seller, to TB2 S.r.l., an entity incorporated and registered in Italy, as Buyer. On Aug. 1, 2024, the Seller entered into a definitive Share Purchase Agreement with TB2 S.r.l. pursuant to which the Buyer agreed to acquire from the Seller 100% of the share capital of C Blade S.p.A. at an enterprise value of EUR20,000,000 pursuant to a "lockbox" arrangement that results in the payment of EUR13,800,000 in net equity value at closing, subject to adjustment pursuant to and in accordance with the terms of the Agreement. About SIFCO Industries Headquartered in Cleveland, Ohio, SIFCO Industries, Inc. -- www.sifco.com -- produces forged components for (i) turbine engines that power commercial, business and regional aircraft as well as military aircraft and armored military vehicles; (ii) airframe applications for a variety of aircraft; (iii) industrial gas and steam turbine engines for power generation units; and (iv) other commercial applications. Cleveland, Ohio-based RSM US LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Dec. 29, 2023, citing that the Company has debt maturing in October 2024 and an alternate financing arrangement has yet to be executed. This raises substantial doubt about the Company's ability to continue as a going concern. "The Company has debt maturing in October 2024. As a result of this condition, there is substantial doubt about the Company's ability to continue as a going concern. The Company continues to evaluate available financial alternatives, including obtaining acceptable alternative financing and the sale of its Maniago location. The Company cannot provide assurances that it will be successful in restructuring the existing debt obligations, obtaining capital or entering into a strategic alternative transaction which provides sufficient funding for the refinancing of its outstanding indebtedness prior to the maturity date of its obligations under the Credit Agreement," said SIFCO in its Quarterly Report for the period ended June 30, 2024. SILVERGATE CAPITAL: Oct. 31 Claims Filing Deadline Set ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware set Oct. 31, 2024, at 5:00 p.m. (Prevailing Eastern Time) as the last date and time for creditors of Silvergate Capital Corporation and its debtor-affiliates to file their proofs of claim against the Debtors. The Court also set March 17, 2025, at 5:00 p.m. (Prevailing Eastern Time) as the deadline for governmental units to file their claims agains the Debtors. All claimants must submit (by overnight mail, courier service, hand delivery, regular mail, or in person) an original, written Proof of Claim that substantially conforms to the Proof of Claim Form so as to be actually received by Stretto, the Debtors' claims and notice agent, by no later than 5:00 p.m. (prevailing Eastern Time) on or before the applicable Bar Date at the following address: Silvergate Claims Processing c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 Alternatively, Claimants may submit a Proof of Claim electronically by completing the Proof of Claim Form that can be accessed at Stretto’s website, https://cases.stretto.com/Silvergate. About Silvergate Capital Corporation Silvergate Capital Corporation is a Maryland corporation headquartered in La Jolla, Calif. Until July 1, 2024, Silvergate was a bank holding company subject to supervision by the Board of Governors of the Federal Reserve. Silvergate filed a voluntary Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-12158) on Sept. 17, 2024, listing $100 million to $500 million in assets and $10 million to $50 million in liabilities. Elaine Hetrick, chief administrative officer, signed the petition. Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., is the Debtor's legal counsel. SOLCIUM SOLAR: Starts Subchapter V Bankruptcy Proceeding -------------------------------------------------------- Solcium Solar LLC filed for bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code. SOLCIUM is a Florida Limited Liability Company which was incorporated in Florida on March 25, 2021. SOLCIUM provides a full suite of end-to-end renewable solar energy solutions including education, design and installation services to its residential and commercial clients. SOLCIUM is located at 312 W. 1st Street, Suite 504, Sanford, FL 32771. GUSTAVO V PANOSSO and MICHELLE M. SOLANO are the managers of the Debtor and are its sole owners. The Debtor derives all of its operating revenue from its operation of SOLCIUM. The Chapter 11 filing was necessitated by accumulated debt and aggressive Merchant creditor activity brought about as a direct result of the aftermath of the pandemic, and the negative effect this catastrophic event had on the local construction and services industries generally, and on SOLCIUM specifically. Consequently, continuing and unpredictable material price increases; constant and unpredictable interruptions in the supply chain and in the availability of capable labor, all caused by the pandemic, significantly but temporarily impacted the ability of SOLCIUM to consistently meet its MCA obligations, despite its good faith and substantial efforts to do so. With market conditions becoming more favorable and with more stable pricing and labor availability, it is anticipated that SOLCIUM is positioned to meet its going forward obligations and can develop a Chapter 11 Plan that will satisfy all creditors holding allowed claims. It is further anticipated that this Chapter 11 case will result in a confirmed plan allowing SOLCIUM to restructure its debt on terms the business can bear and which will satisfy its creditors, through continued operations. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Solcium Solar LLC Solcium Solar LLC is a privately owned and operated solar energy company specializing in residential solar solutions, commercial solar solutions, EV solar solutions, and battery storage solutions. Solcium Solar LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05611) on October 18, 2024. In the petition filed by Michelle Solano, as CEO, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Grace E. Robson oversees the case. Aaron R. Cohen was appointed as Subchapter V trustee. The Debtor is represented by: 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 SOUTHERN VETERINARY: Moody's Ups CFR to B2, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings upgraded Southern Veterinary Partners, LLC's ("SVP") corporate family rating to B2 from B3 and probability of default rating to B2-PD from B3-PD. Moody's also assigned B2 ratings to the proposed senior secured first lien bank credit facility, consisting of a senior secured first lien revolving credit facility and senior secured first lien term loan. There is no change to the B3 ratings on the existing backed senior secured first lien bank credit facilities, including the revolver, term loan, and delayed draw term loan, and the Caa2 rating on the backed senior secured second lien bank credit facility. The outlook remains stable. Proceeds from the term loan borrowings along with an equity infusion from the financial sponsors will be used to finance the acquisition of Midwest Veterinary Partners, LLC ("MVP", B3 stable) and refinance SVP's existing debt. The acquisition is subject to regulatory approval and is expected to close by year-end 2024. The B3 ratings on SVP's existing backed senior secured first lien bank credit facility and Caa2 rating on the existing backed senior secured second lien bank credit facility remain unchanged and will be withdrawn upon the close of the transaction as Moody's expect them to be fully repaid. The ratings upgrade reflects Moody's expectation that, should the acquisition close, SVP will have significantly larger scale with over $2 billion of revenue and maintain a healthy liquidity profile, with positive free cash flow generation on an ongoing basis. Moody's expect SVP to maintain solid credit metrics, including debt to EBITDA in the 6.5x range over the next 12-18 months. While this transaction brings execution and integration risks, SVP has a good track record in managing acquisitions. Governance considerations are a key driver of the rating action as the transaction includes a considerable amount of cash equity from the current owner Shore Capital and new investment from Silver Lake, which will take on a minority stake in ownership and maintain presence on the combined company's board of directors. Governance considerations also include a significant closing cash balance and a sizeable revolver, which will be undrawn at close. RATINGS RATIONALE SVP's B2 CFR reflects its considerable scale with over $2 billion of pro forma revenue and favorable long-term trends in the pet care sector that underpin Moody's expectation for healthy same-store sales growth in the mid-single-digits. The rating is also supported by the company's good track record of integrating acquisitions, as well as its successful revenue and cost management initiatives that have allowed the company to successfully manage through a pressured labor environment. The rating is counterbalanced by the company's high financial leverage, with closing pro forma financial leverage of 7.6x on a Moody's-adjusted basis. Moody's expect financial leverage to decline to the 6.5x range in the next 12-18 months. In addition, the rating reflects risks in the company's rapid growth strategy through acquisitions, which have been generally debt funded and typically carry high recurring acquisition expenses that burden cash flow generation. Moody's expect SVP to maintain very good liquidity over the next 12 to 18 months, supported by $300 million of pro forma cash on the balance sheet at the close of the transaction. Despite Moody's expectation for cash costs related to the integration of the two businesses, Moody's expect the combined entity to generate positive free cash flow. The new $250 million revolving credit facility, which will be undrawn at close, will have a maintenance covenant tested quarterly with a maximum first lien debt to EBITDA ratio of 9.0x— Moody's expect the company to remain in compliance with the covenant. Alternate liquidity is limited as the most assets are encumbered by the capital structure. The stable outlook reflects Moody's view that favorable demand fundamentals of the animal health sector will result in sustained mid-single digit top-line growth. Moody's also expect SVP to use cash to fund acquisitions in the next 12-18 months and to maintain solid credit metrics and liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS SVP's ratings could be upgraded if the company demonstrates conservative financial policies, represented by debt/EBITDA maintained below 5.5x on a Moody's-adjusted basis and balanced capital allocation. Improved quality of earnings and free cash flow generation would also support consideration for an upgrade. SVP's ratings could be downgraded if there are execution issues with the integration of MVP, operational performance deteriorates or liquidity weakens, including the failure to generate positive free cash flow. Aggressive financial policies, including significant debt-funded M&A or shareholder returns, or lack of progress in reducing leverage toward 6.5x on a Moody's-adjusted basis could also put downward pressure on the company's ratings. Headquartered in Birmingham, Alabama, Southern Veterinary Partners, LLC ("SVP") is a national veterinary hospital consolidator, offering a full range of medical products and services, and operating 767 general practice locations across 41 states. The company generated pro forma revenues of over $2 billion for the twelve months ended June 30, 2024. SVP is a portfolio company of Shore Capital Partners. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. STERLING CREDIT: Seeks to Extend Plan Exclusivity to Dec. 1 ----------------------------------------------------------- Sterling Credit Corp. asked the U.S. Bankruptcy Court for the Middle District of Florida to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to December 1, 2024 and January 30, 2025, respectively. The Debtor explains that in this case, the extension of each of the Exclusive Periods is fully justified. As to size and complexity, the case involves over $47 million in debt, of which approximately $25 million is secured. The Park credit facility and the negotiations regarding it are complex, and there are lien valuation (and perhaps validity) issues regarding the Mathes Claims. The Debtor claims that as to its progress to date, it is currently conducting successful operations using its cash collateral subject to the liens of Park and the holders of the Mathes Claims, and it has made significant progress in restructuring its operations, and ultimately its post-bankruptcy balance sheet. The Debtor submits that no creditor will be harmed if this relief is granted, because the existing orders maintain the status quo with Park and the short extension should have no negative effect on any junior lienholder or general unsecured creditor. The Debtor is also current on its obligations to the United States Trustee and is in compliance with all of this Court's orders. The Debtor asserts that in making the reluctant decision to file this motion, it is guided primarily by concerns over its ability to solicit acceptances within the Exclusive Solicitation Period if it files its proposed plan. Expiration of the Exclusive Periods would deny the Debtor a meaningful opportunity to negotiate and propose a confirmable plan with all the constituent parties and would be inconsistent with the reorganization objectives of chapter 11. The Debtor further asserts that the requested extension of the Exclusive Periods will not prejudice the legitimate interests of any creditor or other party in interest. Instead, the requested extension will increase the likelihood of a consensual resolution of the case that preserves a greater reorganization value than will any plan that the Debtor might file at this time simply to preserve its exclusive rights. Sterling Credit Corp., is represented by: Robert Drake Wilcox, Esq. WILCOX LAW FIRM 1301 Riverplace Blvd. Suite 900 Jacksonville FL 32207 Tel: (904) 405-1250 E-mail: rw@wlflaw.com About Sterling Credit Corp. Sterling Credit Corp. provides capital and collection services to customers. It is based in Altamonte Springs, Fla. Sterling Credit sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02830) on June 4, 2024, with $10 million to $50 million in both assets and liabilities. William R. Ward, president, signed the petition. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by Robert Drake Wilcox, Esq., at Wilcox Law Firm. On July 17, 2024, the U.S. Trustee for the Middle District of Florida appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Shuker & Dorris, PA as its counsel. SVB FINANCIAL: $427,595.46 Simon Claim Disallowed ------------------------------------------------- Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York sustained SVB Financial Group's third omnibus claims objection to proof of claim no. 652 filed by Paul M. Simons in the total amount of $427,595.46. The Court expunged the Simons Claim from the claims register. The Claims Objection seeks entry of an order disallowing and expunging the Simons Claims from the Debtor's claims register in its entirety on "no liability" grounds. Simons, a wealth management professional, previously served as the president of wealth management at Boston Private Financial Holdings, Inc. Simons became head of SVB Access at SVB Private, the Debtor's private bank, in 2021 when the Debtor acquired Boston Private. There is no dispute that Simons served as an employee of SVB. On February 16, 2023, Simons was notified via Zoom that his employment was to be terminated as part of a restructuring of leadership at SVB Private. The Simons Claim, asserted in the total amount of $427,595.46 against the Debtor, is predicated on amounts Simons believes he is due under the Severance Agreement, which is comprised of "earned but unpaid wages, severance, and accrued compensation." The amounts comprising the $427,595.46 amount are: -- $101,250, which represents prorated "earned but unpaid wages" from January 1 through March 3, 2023; -- $84,000 as a lump-sum adjustment for unpaid 2022 compensation; -- $225,000 severance pay in accordance with the Severance Agreement; and -- $17,345.46, which represents six months' worth of COBRA coverage at $2,890.91 per month. Simons submits that he has complied with the Severance Agreement but has not received any of the payments due thereunder. In addition to the Simons Claim filed in this chapter 11 case, Simons also filed a claim with the FDIC for the same amounts due to him under the Severance Agreement "out of an abundance of caution." Ultimately, however, the FDIC disallowed his claim, concluding that it was "not proven to the satisfaction of the Receiver." The Debtor objects to the Simons Claim on "no liability" grounds and seeks entry of an order disallowing and expunging the Simons Claim in its entirety. Underlying the Debtor's objection to the Simons Claim is its contention that Simons's "severance agreement is nonexecuted," which the Debtor believes renders it "not liable for the Claimant's assertions." It points to section 502(b)(1) of the Bankruptcy Code, which provides that a claim may not be allowed to the extent that "such claim is unenforceable against the debtor." Simons argues that the Debtor has failed to satisfy its burden in objecting to the Simons Claim, and therefore, the Claims Objection should be overruled and the Simons Claim allowed. Relying on the three-factor test articulated in Klein v. Chatfield, 347 A.2d 58 (Conn. 1974), Simons contends that the Severance Agreement is a binding agreement on the Debtor as he and the Debtor have mutually assented that under Connecticut law would render a contract binding irrespective of whether it is signed. As an alternative and independent ground for relief, Simons also argues that the Debtor ratified the Severance Agreement when it accepted the benefits of Simons's performance of his obligations. Simons argues that, even if the Court were to conclude that the Severance Agreement is not binding, the Claims Objection should still be overruled because Simons established a claim for unjust enrichment. He performed under the Severance Agreement by working through March 3, 2023 and granting the Debtor a release per the Severance Agreement; the Debtor did not pay him severance; and, as a result, Simons has, therefore, been deprived of $427,595.46. The Debtor argues that Simons's work through March 3 does not entitle him to a claim for unjust enrichment since no agreement was ever formed between the Debtor and Simons. Therefore, there was no benefit to the Debtor and, consequently, unjust failure to pay Simons. The Debtor also notes that Simons has failed to allege that he was not compensated for his work through that date. The Debtor argues that Simons's claim should be disallowed since: (i) the parties did not mutually assent to the terms of the Severance Agreement; (ii) Simons failed to satisfy an expressly stated condition precedent to enforceability; and (iii) Simons did not timely communicate his acceptance to the Debtor. The Court says while the Severance Agreement did not include explicit language that the Debtor's countersignature was necessary, several factors support a finding that there was a mutual understanding this was so. In this case, there is no evidence of any wrongful conduct by the Debtor in excess of its legal rights that prevented Simons from meeting this condition precedent, the Court finds. Therefore, a condition precedent to the effectiveness of the Severance Agreement was not satisfied and also supports a finding that the agreement is not binding on the Debtor, the Court concludes. The Court also finds Simons did not timely communicate his acceptance of the Severance Agreement to the Debtor as it was sent to individuals who lacked even apparent authority to receive his acceptance on the Debtor's behalf. Unjust Enrichment Claim Recovery on a theory of unjust enrichment is proper "if the defendant was benefited, the defendant did not pay for the benefit and the failure of payment operated to the detriment of the plaintiff." The Court says as no binding agreement was formed between Simons and the Debtor, there was no benefit conferred on the Debtor that resulted in an "unjust failure" to pay Simons. Accordingly, there is no basis for Simons's unjust enrichment claim, the Court holds. A copy of the Court's decision dated October 15, 2024, is available at https://urlcurt.com/u?l=ayz0Yp Attorneys for the Debtor: James L. Bromley, Esq. Andrew G. Dietderich, Esq. Christian P. Jensen, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 E-mail: bromleyj@sullcrom.com dietdericha@sullcrom.com jensenc@sullcrom.com Attorneys for Paul M. Simons: Michael S. Palmieri, Esq. Ian C. Bruckner, Esq. FRIEDMAN KAPLAN SEILER ADELMAN & ROBBINS LLP 7 Times Square New York, NY 10036 E-mail: mpalmieri@fklaw.com ibruckner@fklaw.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. TALEN ENERGY: Moody's Raises CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings of Talen Energy Supply, LLC including its Corporate Family Rating to Ba3 from B1, its Probably of Default to Ba3-PD from B1-PD, the senior secured rating on its notes, term loan and bank revolving credit facility to Ba2 from Ba3, as well as its senior unsecured rating on its Pennsylvania Economic Development Financing Authority (PEDFA) bonds to B2 from B3. Talen's Speculative Grade Liquidity (SGL) rating of SGL-1 remains unchanged. The outlook changed to stable from positive. RATIONALE "The upgrade reflects Talen's improved financial profile stemming from long-term contracts, most notably one executed with Amazon for a significant portion of its nuclear power plant output, that will support stronger credit metrics," stated Edna Marinelarena, Moody's Ratings Assistant Vice President. In addition, Talen will benefit from higher capacity prices resulting from the 2025/2026 PJM capacity auction, which could continue in upcoming PJM capacity auctions. In March 2024, Talen announced that it had entered into a 10-year fixed-price power purchase agreement (PPA) with Amazon.com, Inc. (Amazon, A1 stable) for a substantial and steadily increasing portion of the output of the company's Susquehanna nuclear generating plant. When incorporating the first tranche of the PPA that will start in July 2025, Moody's project Talen's credit metrics will increase, including its ratio of cash flow from operations before changes in working capital (CFO pre-WC) to debt being sustained above 13%, after adjusting for nuclear fuel expense, higher than the 9% to 11% range Moody's had been anticipating. Additionally, higher capacity revenue from the 2025-2026 PJM auction will further bolster Talen's CFO pre-WC to debt ratio, which could increase to above 20% over the longer-term if future PJM auction results for the 2026-2027 and 2027-2028 periods remain robust. Talen also sold its Cumulus data center campus to Amazon for $650 million, resulting in a significant cash inflow and improving the company's liquidity. Talen's Ba3 rating is supported by its nuclear and fossil fuel power plant operations that produce strong margins of which 50%-60% is under long-term contracts and receive capacity revenue. Talen's credit is constrained by the higher business risk stemming from full ownership stake of Cumulus Digital (recently increased from 80% to 100%), which includes a Bitcoin mining operation that it no longer operates. Moody's do not expect any further investment or growth in this business segment and the company is exploring strategic alternatives for the potential sale of this asset. At year-end December 31, 2023, Talen's financial metrics had already exceeded Moody's expectations, including a CFO pre-WC to debt ratio of about 15%. The robust cash flow production was largely driven by the high wholesale market prices in 2022 and 2023, which has benefitted Talen into 2024 given the company's 100% hedged position. Talen's debt to EBITDA, which was 6.3x in 2023 when the company emerged from bankruptcy, is projected to decline closer to 3.0x in 2025 and could fall to about 2.5x thereafter based on incremental sales under the Amazon PPA and higher capacity revenue. These projections assume there will be no new long-term debt issued over the next several years and that the company will generate EBITDA of between $700 million and $1.0 billion. Additionally, Moody's expect Talen to generate positive free cash flow of about $550 million to $650 million over the next several years partly due to flat capital spending averaging about $200 million annually. Liquidity The SGL-1 rating reflects Talen's very good liquidity over the next 12 to 18 months. At June 30, 2024, Talen had about a particularly high $632 million in cash and cash equivalents on hand, as a result the sales of the Texas assets and data center. Moody's estimate Talen's cash flow for 2024 will be about $1.2 billion, which compares favorably to about $200 million of estimated capital expenditures and about $9 million in annual amortization of debt. The company announced the upsizing of its stock repurchase program by $1.25 billion for a total of $2.2 billion through December 2026. As of June 30, 2024, Talen had executed on over $900 million of this program. The company's currently strong liquidity could be adversely affected if the remaining program is executed aggressively. Talen has access to a $700 million senior secured revolving bank credit facility, which is fully available as of October 2024. The revolver's only financial covenant is a maximum consolidated first lien net leverage ratio of 4.25x, which the company was comfortably in compliance. Moody's estimate the ratio at about 2.23x as of June 30, 2024. Moody's expect the company to continue to meet this covenant and maintain adequate headroom. Outlook The stable outlook incorporates Moody's view that Talen's financial profile will be maintained and could improve further as more of its cash flow is derived from contracted revenue sources. Moody's expect Talen's generating assets to operate with a high availability and capability factors, thereby generating strong cash flow that will support credit metrics including a ratio of CFO pre-WC to debt above 13%, after adjusting for nuclear fuel expense. Additionally, the company should continue to generate positive free cash flow and incur no additional new debt for the next several years, helping to support credit quality. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade A rating upgrade could be considered if Talen continues to demonstrate a track record of operational stability, strong liquidity and is able to exhibit further financial improvement and higher credit metrics, including a ratio of CFO pre-WC to debt sustained above 18%, after adjusting for nuclear fuel expense, while continuing to generate positive free cash flow. The successful execution and ramp up of the Amazon PPA and continued strong PJM capacity auction results would be credit positive for the organization. Factors that could lead to a downgrade A rating downgrade could result if Talen's cash flow decreases or leverage increases, leading to a ratio of CFO pre-WC to debt below 13% after adjusting for nuclear fuel expense. If Talen's plant operations deteriorate, margins are negatively affected by lower power prices, there is an increase in operating costs or weakened liquidity, a downgrade could also occur. A downgrade could also be considered if there is an increase in support to Cumulus Digital. Talen Energy Supply, LLC is an independent power producer with about 10.7 GW of generating capacity and is wholly-owned by Talen Energy Corporation (TEC), a holding company headquartered in Houston, TX. TEC conducts all its business activities through Talen. Talen owns 100% of Cumulus Digital and 100% equity investment in other Cumulus subsidiaries focused on renewable energy and battery storage development projects. Cumulus Digital, through its subsidiaries, fully owns a Bitcoin mining facility adjacent to the Susquehanna nuclear power plant, which is no longer in operation. LIST OF AFFECTED RATINGS Issuer: Talen Energy Supply, LLC LT Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Secured Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Senior Secured Bank Credit Facility, Upgraded to Ba2 from Ba3 Outlook Actions: Outlook, Changed To Stable From Positive Issuer: Pennsylvania Economic Dev. Fin. Auth. Upgrades:. Senior Unsecured Revenue Bonds, Upgraded to B2 from B3 The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in December 2023. TAMPA LIFE: Plan Exclusivity Period Extended to Dec. 2 ------------------------------------------------------ Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida extended Tampa Life Plan Village, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to December 2, 2024 and January 31, 2025, respectively. As shared by Troubled Company Reporter, the Debtor, since filing this Case, has had to focus on relocating Residents and putting in place the sale process. While the Debtor has succeeded in relocating all Residents, the sale process is taking a little longer than originally expected as certain due diligence items of the real property at issue had not been completed and interested Bidders have requested additional time to inspect and for reports on the property to be completed. The Debtor explains that neither the Debtor nor any other party in interest will be in a position to formulate, promulgate and build consensus for a Chapter 11 plan until after the Sale Hearing now scheduled for October 14, 2024 because this Case revolves around the proposed sale. The extension of the Exclusive Periods requested herein will enable the Debtor to formulate a Chapter 11 plan and present that plan to parties in interest after that date, which in turn will heavily influence the Debtor's forthcoming plan. 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. Accordingly, the Debtor should be granted a full and fair opportunity to negotiate, propose and seek acceptance of a Chapter 11 plan. The Debtor is seeking a 60-day extension of the Exclusive Periods. The Debtor believes that the requested extension of the Exclusive Periods is warranted and appropriate under the circumstances, particularly since the Motion is the Debtor's second request for an extension, which comes after the Court has already extended the sale deadlines in this case to after exclusivity is set to expire. Tampa Life Plan Village, Inc., is represented by: Steven R. Wirth, Esq. 401 East Jackson Street, Suite 1700 Tampa, FL 33602 Phone: (813) 209.5093 Email. steven.wirth@akerman.com Andrea S. Hartley, Esq. Three Brickell City Centre 95 Southeast Seventh Street, Suite 1100 Miami, FL 33131 Phone: (305) 982.5682 Email: andrea.hartley@akerman.com About Tampa Life Plan Village Tampa Life Plan Village, Inc. d/b/a Unisen Senior Living in Tampa, Florida, is a not-for-profit lifecare retirement. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01885) on April 5, 2024. In the petition signed by Ronald Shuck, director, the Debtor disclosed up to $50 million in assets and up to $500 million in liabilities. Judge Roberta A. Colton oversees the case. Steven R. Wirth, Esq., at Akerman LLP, is the Debtor's legal counsel. TARO INVESTMENT: Seeks to Tap Coon & Cole LLC as Special Counsel ---------------------------------------------------------------- Taro Investment Corporation seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Coon & Cole, LLC as special counsel. The firm will render these services: a. assist in negotiating and preparing an appropriate Asset Purchase Agreement; b. prepare bidding procedures; c. work with broker/auctioneer to obtain interested parties; d. prepare pleadings to approve agreed upon sale of Taro Investment Corp. and/or the property, and e. assist in closing sale pursuant the Asset Purchase Agreement approved by the Bankruptcy Court. Marc E. Shach, Esq. has agreed to represent the Debtor at an hourly rate of $450. Coon & Cole is a disinterested person as defined by 11 USC Sec. 101(14), according to court filings. The firm can be reached through: Marc E. Shach, Esq. Coon & Cole, LLC 1301 York Road, Suite 400 Lutherville, MD 21093 Phone: (410) 244-8800 Email: mes@cooncolelaw.com About Taro Investment Corporation The Debtor is engaged in the business of bottled water manufacturing. Taro Investment Corporation in Ellicott City MD, filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Case No. 24-13539) on April 26, 2024, listing $2,146,200 in assets and $2,159,165 in liabilities. Meghan McCulloch, Personal Representative of Estate of Thomas Taro Sr., authorized representative of the Debtor, signed the petition. Ronald L. Schwartz, Esq. serve as the Debtor's legal counsel. TELLURIAN INC: Chatterjee Fund Management No Longer Holds Stock --------------------------------------------------------------- Chatterjee Fund Management, L.P. and Purnendu Chatterjee disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of October 8, 2024, each of Dr. Chatterjee and CFM beneficially held zero shares of Tellurian Inc.'s Common Stock. A full-text copy of Chatterjee Fund's SEC Report is available at: https://tinyurl.com/3frue567 About Tellurian Tellurian Inc., a Delaware corporation, is a Houston-based company that is developing and plans to own and operate a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility and related pipelines. The Driftwood terminal and related pipelines are collectively referred to as the "Driftwood Project." The Company also owns upstream natural gas assets. On Feb. 6, 2024, the Company announced that it was exploring a sale of those assets. As of Dec. 31, 2023, the Company's upstream natural gas assets consist of 30,034 net acres and interests in 161 producing wells located in the Haynesville Shale trend of northern Louisiana. Houston, Texas-based Deloitte & Touche LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 23, 2024, citing that the Company has incurred recurring losses from operations and has yet to establish an ongoing source of revenues that is sufficient to cover its future operating costs and obligations as they become due for the twelve months following the date these consolidated financial statements are issued, which raises substantial doubt about its ability to continue as a going concern. Tellurian reported a net loss of $166.18 million for the year ended Dec. 31, 2023, compared to a net loss of $49.81 million for the year ended Dec. 31, 2022. As of June 30, 2024, Tellurian had $939.66 million in total assets, $384.88 million in total liabilities, and $554.77 million in total stockholders' equity. TEXAS REIT: Taps Law Office of David P. Crist as Special Counsel ---------------------------------------------------------------- Texas REIT LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Office of David P. Crist as special counsel. The firm will assist with negotiating and closing real estate transactions. The firm will be paid at these rates: David P. Crist, Esq. $450 per hour Paraprofessionals $150 to $200 per hour The Law Office of David P. Crist is a disinterested person within the meaning of Sections 101(14) and 327 of the Bankruptcy Code, according to court filings. The firm can be reached through: David P. Crist, Esq. Law Office of David P. Crist 7200 N Mopac Expy Ste 250 Austin, TX 78731-3077 Tel: (512) 794-8566 About Texas REIT LLC Texas REIT, LLC owns a strip center in Houston, Texas located at 8050-8098 Westheimer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10120) on February 6, 2024. In the petition signed by Drew Dennett, authorized representative, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Shad Robinson oversees the case. Stephen W Sather, Esq., at Barron & Newburger, PC, represents the Debtor as legal counsel. TIME OUT PROPERTIES: Hires Shraiberg Page as Bankruptcy Counsel --------------------------------------------------------------- Time Out Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Shraiberg Page P.A. as their bankruptcy counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary. The firm will be paid at these rates: Bradley S. Shraiberg $650 per hour Attorneys $350 to $650 per hour Legal Assistants $275 per hour The firm received a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner at Shraiberg Page P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradley S. Shraiberg, Esq. Shraiberg Page P.A. 2385 N.W. Executive Center Drive, Suite 300 Boca Raton, FL 33431 Telephone: (561) 443-0800 Facsimile: (561) 998-0047 About Time Out Properties, LLC Time Out is a holding company that owns 100% of the equity in each of Prairie Knolls, Grand Valley MHP, LLC, and Rolling Acres MHC, LLC, each of which own and operate a mobile home park. Time Out Properties, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-19722) on September 20, 2024, with $1 million to $50 million in both assets and liabilities. The petition was signed by Neil Carmichael Bender, II as manager. Judge Scott M Grossman oversees the case. The Debtor is represented by Bradley S. Shraiberg, Esq. at Shraiberg Page P.A. TOP PARK SERVICES: Hires Shraiberg Page as Bankruptcy Counsel ------------------------------------------------------------- Top Park Services, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Shraiberg Page P.A. as their bankruptcy counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law in connection with this case; b. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules; c. represent the Debtor in all proceedings before this Court; d. prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in this case; e. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with implementation of any plan; and f. perform all other legal services for the Debtor, which may be necessary. The firm will be paid at these rates: Bradley S. Shraiberg $650 per hour Attorneys $350 to $650 per hour Legal Assistants $275 per hour The firm received a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley S. Shraiberg, a partner at Shraiberg Page P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradley S. Shraiberg, Esq. Shraiberg Page P.A. 2385 N.W. Executive Center Drive, Suite 300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 About Top Park Services Top Park Services, LLC is a Fort Lauderdale-based company involved in the management and operation of mobile home parks. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03434) with $10 million to $50 million in both assets and liabilities. The petition was signed by Neil Carmichael Bender, II, as manager. Judge Pamela W Mcafee oversees the case. The Debtor is represented by Bradley S. Shraiberg, Esq. at Shraiberg Page P.A. TRANSOCEAN LTD: Hayfin Management Holds 4.8% Stake as of Sept. 30 ----------------------------------------------------------------- Hayfin Management Limited disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, the firm and its affiliated entities -- Hayfin SOF II GP Limited, Hayfin Special Opportunities Fund II LP, Hayfin Topaz GP Limited, Hayfin Topaz LP, Hayfin Opal III GP Limited, Hayfin Opal III LP, and Hayfin SOF II USD Co-Invest LP -- beneficially owned an aggregate of 41,544,493 shares of Transocean Ltd, representing 4.8% of the 875,470,199 shares outstanding as of July 24, 2024 as reported in Transocean Ltd.'s Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024. Direct ownership of such shares by the reporting persons is as follows: * Hayfin Management Limited: 0. * Hayfin SOF II GP Limited: 0. * Hayfin Special Opportunities Fund II LP: 25,968,236. * Hayfin Topaz GP Limited: 0. * Hayfin Topaz LP: 766,020. * Hayfin Opal III GP Limited: 0. * Hayfin Opal III LP: 11,107,717. * Hayfin SOF II USD Co-Invest LP: 3,702,520. A full-text copy of Hayfin's SEC Report is available at: https://tinyurl.com/5n7ysdrc About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. As of Feb. 14, 2024, the Company owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. Additionally, as of Feb. 14, 2024, the Company was constructing one ultra-deepwater drillship. Transocean reported a net loss of $954 million in 2023, a net loss of $621 million in 2022, and a net loss of $591 million in 2021. As of Dec. 31, 2023, the Company had $20.25 billion in total assets, $1.39 billion in total current liabilities, $8.44 billion in total long-term liabilities, and $10.42 billion in total equity. * * * As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TUBULAR SYNERGY GROUP: Receives $15 Million Asset Bid in Auction ---------------------------------------------------------------- Rick Archer of Law360 Bankruptcy Authority reports that pipe distributor Tubular Synergy Group informed a Texas bankruptcy judge that it has secured a bid exceeding $14.9 million from pipe manufacturer Centric Pipe LLC for several assets as part of its Chapter 11 proceedings. About Tubular Synergy Tubular Synergy Group, LP comprise a privately held sales, marketing, and supply chain services distributor of oilfield casing, tubing, and line pipe utilized in the oil and gas industry. Tubular Synergy and its affiliate, OCTG Connections, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas, Lead Case No. 24-80056) on July 9, 2024. In the petition signed by W. Byron Dunn, chief executive officer and founding partner, Tubular Synergy disclosed $50 million to $100 million in assets and liabilities. Foley & Lardner LLP represents the Debtors as legal counsel. Stretto, Inc. acts as claims and noticing agent to the Debtors. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Haynes and Boone, LLP as legal counsel and Glassratner Advisory & Capital Group, LLC (doing business as B. Riley Advisory Services) as financial advisor. VADO CORP: Hires Amanda Edris as New Principal Financial Officer ---------------------------------------------------------------- Vado Corp reported in a Form 8-K filed with the Securities and Exchange Commission that on Sept. 27, 2024, Steve Dang resigned as the Company's vice president of Finance and principal financial officer. On Oct. 16, 2024, the Company's Board of Directors appointed Amanda Edris, 35, as the principal financial officer and as an executive officer of the Company, as that term is defined in the Securities Exchange Act of 1934 in 17 C.F.R. Section 240.3b-7. Ms. Edris holds the title of Controller of the Company, a position she has held since August 2023. She previously served as Assistant Controller of the Company from September 2022 to August 2023. Prior to joining the Company, she was a Finance Manager at Ontic, an aircraft parts supplier, from March 2022 to September 2022 and served as a Senior Accountant at Ontic from April 2020 to March 2022. Ms. Edris also served as a Staff Accountant at Willis Lease Aerospace, an aircraft parts lessor and service provider, from March 2019 to April 2020. There was no arrangement or understanding between Ms. Edris and any other persons pursuant to which she was appointed as the principal financial officer or as an executive officer and there are no related party transactions between the Company and Ms. Edris reportable under Item 404(a) of Regulation S-K. About Vado Corp Headquartered in Beverly Hills, CA 90211, Vado Corp., through Socialcom, operates as a digital marketing and services company focused on delivering integrated advertising and technology performance solutions to independent agencies and brands through its omnichannel trading desk platform. The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since 2022, 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. VERIFONE SYSTEMS: S&P Downgrades ICR to 'CCC+', Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on VeriFone Systems Inc. to 'CCC+' from 'B-.' At the same time, S&P lowered its issue-level rating on VeriFone's secured debt to 'CCC+' from 'B-'. The recovery rating remains '3.' The negative outlook is based on VeriFone's approaching $2.1 billion debt maturity in August 2025. It also reflects our expectation for VeriFone's growth challenges will lead to an elevated debt-to-EBITDA ratio above 10x before improving in fiscal 2025, and weak free cash flow (FOCF) generation in fiscal year 2024 and 2025. S&P said, "We expect VeriFone will experience business headwinds that reduce its operational flexibility over the next 12 months. While VeriFone reported sequential revenue improvements in the third quarter (ended July 30, 2024) systems revenues remain well below levels of previous years, and the pace of a sustained business recovery is uncertain given the significant customer overordering that will take time to improve. Additionally, we believe VeriFone's hardware sales headwinds and rising competitive threats causing market share losses over the past couple of years increase business risk." VeriFone's total revenues declined about 23% year to date (through the third quarter) as clients reduced spending or deferred hardware purchases. VeriFone derives approximately half its revenues from point of sale (POS) terminal devices. S&P said, "We expect annual systems sales (e.g., payment terminal devices) will remain under pressure, declining about 36% in fiscal 2024 before recovering to 3%-5% quarter over quarter growth (or about 25% year over year in fiscal 2025). The remaining portion comes from payment related software and services (e.g., maintenance services, acquiring, and gateway), which we expect to be somewhat stable but still flattish as some business is tied to systems sales." S&P said, "We take a conversative view on the pace of the recovery versus management's given the steady decline in systems sales historically, sluggish demand, and stronger competitive risks. Evidence of accelerating and sustainable hardware growth over the next few quarters would cause us to view its business recovery prospects more positively. "The negative outlook is based on VeriFone's approaching $2.1 billion debt maturity in August 2025. It also reflects our expectation for VeriFone's growth challenges will lead to an elevated debt-to-EBITDA ratio above 10x before improving in fiscal 2025, and weak free cash flow generation in fiscal years 2024 and 2025." S&P could lower its rating on VeriFone if: -- It does not complete a refinancing or similar transaction in the near-term leading S&P to believe it may pursue a debt transaction or exchange that it views as less than the original promise; or -- Its liquidity position and free cash flow weakens further because of a slower-than-expected recovery in hardware demand or cost-saving initiatives fail to expand EBITDA. S&P could consider a positive rating action on VeriFone over the next 12 months if: -- It addresses the upcoming debt maturity in the near-term; and -- S&P expects prospects for sustained EBITDA margin expansion and FOCF improvements are intact when accounting for any potential increase in the cost of debt. VIAD CORP: Moody's Puts 'B2' CFR Under Review for Upgrade --------------------------------------------------------- Moody's Ratings has placed Viad Corp's ratings under review for upgrade, including the B2 corporate family rating, B2-PD probability of default rating, and B2 ratings on the senior secured first lien bank credit facilities due 2026 and 2028. The speculative grade liquidity rating ("SGL") remains SGL-3. Previously, the outlook was stable. Viad is a global leader serving the attractions and hospitality market and live event industry. The review for upgrade was prompted by the company's announcement on October 21, 2024 that it will pay down approximately $317 million of debt with proceeds from the sale of its exhibition and experiential marketing business, the GES segment. Management expects the sale to close by the end of 2024, subject to regulatory approvals and customary closing conditions. The company received a $535 million all-cash offer for selling GES, subject to transaction-related adjustments, and plans to use these proceeds to repay its secured first lien credit facilities. These facilities include a Term Loan B (with $317 million outstanding as of September 30, 2024) and a revolving credit facility (with no borrowings as of September 30, 2024). Governance risk is considered a key driver of this action, as the company is lowering its leverage and shifting towards more conservative financial policies. As such, governance risk considerations were material to this rating action. Moody's will withdraw the ratings following the repayment of Viad's debt. The divestiture will reduce scale by around one third and decrease revenue diversification by eliminating the GES segment, a lower-margin business compared to Viad's Pursuit, an attractions and hospitality business. Despite the reduced scale, Viad will benefit from low financial leverage, with proforma leverage hovering around 1.5x, thereby boosting financial flexibility, solid profitability, and enhanced operating cash through savings on decreased interest expenses. Additionally, excess cash provides growth opportunities through its Refresh, Build, Buy strategy to expand Pursuit's offerings. Pursuit represents around 28% of 2023 annual revenue but contributed about 58% of total EBITDA, excluding corporate expenses. This transformative sale will reposition the company as a pure-play attractions and hospitality entity, poised to capitalize on solid market tailwinds driven by consumer demand for travel experiences. Furthermore, the company intends to change its corporate name to Pursuit and update its NYSE common stock ticker symbol to PRSU. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review for an upgrade reflects Moody's expectation that, upon completion of the GES business sale transaction, Viad's rated debt will be fully repaid without incurring any additional material debt. The review will focus on the completion of the transaction and the final capital structure, particularly the repayment of Viad's senior secured first lien credit facilities. Lastly, the review for an upgrade will also assess Viad's financial performance up to the closing. Viad's ratings could be upgraded if the company puts in place a more conservative capital structure, demonstrates sustained growth in revenue and earnings, while maintaining debt-to-EBITDA below 3x. A ratings upgrade would also require good liquidity and free cash flow-to-total-debt approaching the high single-digit range or higher. The review for upgrade indicates that a ratings downgrade is unlikely over the next 12-18 months. However, Viad's ratings could be downgraded if the company experiences a material contraction in revenue or profitability, free cash flow generation weakens, or liquidity deteriorates. The ratings could also be downgraded if the company adopts more aggressive financial policies that lead to debt-to-EBITDA remaining above 4x. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Viad (NASDAQ: VVI), headquartered in Scottsdale, AZ, is a global leader serving the attractions and hospitality market, as well as the live events industry. The company has three distinct reportable segments: Pursuit, Spiro and GES Exhibitions. Pursuit is a collection of travel experiences that includes recreational attractions, unique hotels and lodges, food and beverage, retail, sightseeing, and ground transportation services. The Spiro and GES exhibition segments are both live event companies, and are collectively referred to as GES. VICINITY MOTOR: Chapter 15 Case Summary --------------------------------------- Lead Debtor: Vicinity Motor Corp. Suite 2501 - 550 Burrard Street Vancouver, BC, V6C 2B5 Canada Business Description: The Debtors collectively conduct business as a North American supplier of electric commercial vehicles for both public and commercial enterprise use, operating primarily in British Columbia, Canada and in Washington State. The Debtors' management and operations are directed from and located in Canada, along with some of the Debtors' assets; however, the Debtors also own valuable assets located in the United States, including real and personal property in Washington. The Debtors' primary assets are interests in various electric buses and trucks and other motor vehicles, and certain real property located at 5453 and 5457, Pacific Fern Drive, Ferndale, Washington. Foreign Proceeding: Supreme Court of British Columbia, Vancouver Registry No. S-247082 Chapter 15 Petition Date: October 24, 2024 Court: United States Bankruptcy Court Western District of Washington Four affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Vicinity Motor Corp. (Lead Case) 24-12675 Vicinity Motor (Bus) Corp. 24-12677 Vicinity Motor (Bus) USA Corp. 24-12678 Vicinity Motor Property, LLC 24-12679 Judge: Hon. Christopher M Alston Foreign Representative: FTI Consulting Canada Inc., in its capacity as court-appointed receiver 701 West Georgia Street, Suite 1450 PO Box 10089 Vancouver, BC V7Y 1B6 Canada Foreign Representative's Counsel: James B. Zack, Esq. Gregory R. Fox, Esq. LANE POWELL PC 1420 Fifth Avenue, Suite 4200 Seattle, WA 98101 Tel: (206) 223-7000 Fax: (206) 223-7107 Email: foxg@lanepowell.com zackj@lanepowell.com James B. Zack, Esq. LANE POWELL PC 1420 Fifth Avenue, Suite 4200 Seattle, WA 98101 Tel: (206) 223-7403 Email: zackj@lanepowell.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Lead Debtor's Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OQVKF4Q/Vicinity_Motor_Corp_and_FTI_Consulting__wawbke-24-12675__0001.0.pdf?mcid=tGE4TAMA VISION CARE: Taps Purdy Powers as Accountant and Tax Advisor ------------------------------------------------------------ Vision Care of Maine, Limited Liability Company seeks approval from the U.S. Bankruptcy Court for the District of Maine to employ Purdy Powers & Company, P.A. to provide certain tax preparation and advising services. The firm's services include the preparation of Schedule for Dr. Curt Young's tax returns for calendar year 2023 and, if needed, 2022, and providing advice regarding the tax implications associated with potential reorganization plans under the Debtor's chapter 11 case. The accountant will be compensated at its usual and customary hourly rates. Dr. Young has paid Purdy Powers a retainer in the amount of $3,000. As disclosed in the court filings, each member of Purdy Powers is a "disinterested person" as that term is defined in Section 101(14) of the Code. The firm can be reached through: Marc Powers, CPA Purdy Powers & Company, P.A. 130 Middle Street Portland, Maine 04101 Phone: (207) 775-3496 Fax: (207) 775-0176 Email: mpowers@purdypowers.com About Vision Care of Maine Vision Care of Maine Limited Liability Company is a medical group practice located in Bangor, ME that specializes in Ophthalmology and Optometry offering vision care services including glasses, contacts, surgeries for cataracts, retina disease and cornea disease and glaucoma. Vision Care of Maine sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Me. Case No. 24-10166) on August 5, 2024. In the petition signed by Curt Young, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michael A. Fagone oversees the case. The Debtor tapped George J. Marcus, Esq., at Marcus, Clegg, Bals & Rosenthal, PA as counsel and Opus Consulting Partners, LLC as financial consultant. VOIP-PAL.COM INC: Director Howard Saylor Reports Stock Holdings --------------------------------------------------------------- Howard Clifton Saylor, a director at Voip-pal.com Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing beneficial ownership of 87,333,334 shares of common stock indirectly through Saylor Marketing, 19,409,747 shares of common stock directly, and 8,629,846 shares of common stock indirectly through Clif & Carlyn Saylor. Additionally, Mr. Saylor reported ownership of derivative securities, including options to purchase 10,000,000 shares of common stock with an exercise price of $0.005, exercisable from May 31, 2023, to May 31, 2028, and another 10,000,000 shares with the same exercise price, exercisable from January 12, 2024, to January 12, 2029. He also holds warrants for 5,000,000 shares (exercisable until May 30, 2027), 25,000,000 shares (exercisable until April 25, 2034), and 50,000,000 shares (exercisable until August 18, 2034), all with an exercise price of $0.005. A full-text copy of Mr. Saylor's SEC Report is available at: https://tinyurl.com/mryk6n7t About VOIP-PAL.com Since March 2004, VOIP-PAL.com Inc. has developed technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business activities prior to March 2004 have been abandoned and written off to deficit. Since March 2004, the Company has been in the development stage of becoming a Voice-over-Internet Protocol ("VoIP") re-seller, a provider of a proprietary transactional billing platform tailored to the points and air mile business, and a provider of anti-virus applications for smartphones. In its Quarterly Report for the three months ended March 31, 2024, VoIP-PAL.com said that its ability to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts, and generating profitable operations. These material uncertainties raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, VOIP-PAL.com had $2,824,969 in total assets, $103,321 in total liabilities, and $2,721,648 in total equity. VOIP-PAL.COM INC: President Holds 1.6MM Shares, Options ------------------------------------------------------- Gavin Malcolm McMillan, the President of Voip-pal.com Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing beneficial ownership of 1,600,000 shares of common stock directly. Additionally, Mr. McMillan's reported ownership of derivative securities, including options to purchase 2,500,000 shares of common stock with an exercise price of $0.005, exercisable from May 30, 2022, to May 30, 2027; options for 5,000,000 shares with the same exercise price, exercisable from January 12, 2024, to January 12, 2029; warrants for 5,000,000 shares (exercisable until April 25, 2034); warrants for 15,000,000 shares (exercisable until August 18, 2034); and warrants for 10,000,000 shares (exercisable until September 10, 2029), all at an exercise price of $0.005. A full-text copy of Mr. McMillan's SEC Report is available at: https://tinyurl.com/2sjpwacj About VOIP-PAL.com Since March 2004, VOIP-PAL.com Inc. has developed technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business activities prior to March 2004 have been abandoned and written off to deficit. Since March 2004, the Company has been in the development stage of becoming a Voice-over-Internet Protocol ("VoIP") re-seller, a provider of a proprietary transactional billing platform tailored to the points and air mile business, and a provider of anti-virus applications for smartphones. In its Quarterly Report for the three months ended March 31, 2024, VoIP-PAL.com said that its ability to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts, and generating profitable operations. These material uncertainties raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, VOIP-PAL.com had $2,824,969 in total assets, $103,321 in total liabilities, and $2,721,648 in total equity. WALLAROO'S FURNITURE: To Sell Inventory at 3 Stores --------------------------------------------------- Wallaroo's Furniture and Mattress, LLC and affiliates seek approval from the U.S. Bankruptcy Court for the District of Utah, Central Division, to sell a portion of the substantively consolidated inventory at three of the Debtors' stores located at: -- 1001 N Division St. Spokane, WA 99202; -- 325 W Prairie Shopping Center, Hayden, ID 83835; and -- 3651 W Market Center Dr. Riverton, UT 84065. The Debtors hired High Impact Furniture Promotions, LLC, as liquidator to conduct the liquidation of the inventory at the three stores. The Debtors believe that closing the store locations, which have not been profitable, and liquidating the inventory of the locations will reduce the Debtors' overhead and expenses. Moreover, the revenue generated from the liquidation of inventory from the locations will generate funds the Debtors expect will provide the Debtors the ability to pay administrative claims and other expenses. The Debtors propose to use professional liquidator, with experience in assisting in the closure of locations and liquidation of inventory in order to maximize the value of the inventory in a brief period of approximately 90 days. About Wallaroo's Furniture and Mattress, LLC Wallaroo's Furniture and Mattresses LLC specializes in offering a wide selection of high-end furniture and mattresses. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21395) on March 29, 2024. In the petition signed by Nathan Chetrit, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Joel T. Marker oversees the case. Geoffrey L. Chesnut, Esq., at RED ROCK LEGAL SERVICES, PLLC, serves as the Debtor as legal counsel. WYATT RESTAURANT: Gets Final Approval to Use Cash Collateral ------------------------------------------------------------ Wyatt Restaurant Group, LLC received final approval from the U.S. Bankruptcy Court for the Middle District of Alabama to use its secured creditors' cash collateral. The final order, signed by Judge Bess M. Parrish Creswell, approved the use of cash collateral to pay the company's expenses related to the operations of multiple fast-food restaurants. Wyatt estimates its monthly expenses at $522,000. Secured creditors were granted adequate protection through replacement liens on the company's post-petition receivables and projected positive cash flow. About Wyatt Restaurant Group Wyatt Restaurant Group is a privately held full-service restaurant in Montgomery, Ala. Wyatt Restaurant Group filed voluntary Chapter 11 petition (Bankr. M.D. Ala. Case No. 24-31689) on July 31, 2024, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Stephanie Leigh Wyatt as member. Judge Bess M Parrish Creswell presides over the case. Anthony Brian Bush, Esq., at The Bush Law Firm, LLC represents the Debtor as counsel. ZACHRY HOLDINGS: Plan Exclusivity Period Extended to Dec. 17 ------------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas extended Zachry Holdings, Inc. and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to December 17, 2024 and February 15, 2025, respectively. As shared by Troubled Company Reporter, the Debtors commenced these chapter 11 cases with the goals of (i) continuing their current operations in chapter 11 with as little disruption as possible, (ii) maintaining the confidence and support of their employees, customers and vendors, (iii) negotiating a structured exit from the role of lead contractor on the Golden Pass LNG Terminal project (the "GPX Project"), and (iv) proposing and confirming a plan of reorganization. The Debtors explain that these chapter 11 cases are large and complex. This factor alone supports an extension of exclusivity. The 21 Debtors have thousands of creditors, $281 million in secured debt, and over $5.4 billion in operating revenue on a consolidated basis. The Debtors are involved in numerous large construction projects worth tens of billions of dollars. In addition to the GPX Settlement, the Debtors have (i) obtained critical financial and operational relief, (ii) prepared and filed their Schedules and Statements, (iii) established the Bar Date for filing proofs of claim, (iv) developed a go-forward business plan, and (v) actively engaged with their existing lenders on capital solutions for emergence from bankruptcy. Counsel to the Debtors: Charles R. Koster, Esq. WHITE & CASE LLP 609 Main Street, Suite 2900 Houston, Texas 77002 Tel: (713) 496-9700 Fax: (713) 496-9701 Email: charles.koster@whitecase.com - and - Bojan Guzina, Esq. Andrew F. O'Neill, Esq. RJ Szuba, Esq. Barrett Lingle, Esq. 111 South Wacker Drive, Suite 5100 Chicago, Illinois 60606 Tel: (312) 881-5400 Email: bojan.guzina@whitecase.com aoneill@whitecase.com rj.szuba@whitecase.com barrett.lingle@whitecase.com About Zachry Holdings Zachry Holdings, Inc., is the engineering, construction, maintenance, turnaround and fabrication services offshoot of the storied family-owned business that began as H.B. Zachry Company one hundred years ago. The other offshoot, Zachry Construction, has operated separately from Zachry Industrial since the two businesses branched off from their common roots in 2008. The Zachry Group provides engineering and construction services to clients in the energy, chemicals, power, manufacturing, and industrial sectors across North America. None of the entities affiliated with Zachry Construction are Debtors in the chapter 11 cases. Zachry Holdings and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90377) on May 21, 2024, with $1 billion to $10 billion in assets and liabilities. James R. Old, general counsel, signed the petitions. Judge Marvin Isgur presides over the case. The Debtors tapped White & Case LLP as general bankruptcy counsel; Susman Godfrey L.L.P. and Hicks Thomas, LLP as special litigation counsel; and Kurtzman Carson Consultants as notice & claims agent. ZIPRECRUITER INC: Moody's Affirms 'B1' CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings affirmed ZipRecruiter, Inc.'s, a California-based online job marketplace, B1 Corporate Family Rating and B1-PD Probability of Default Rating. Moody's also affirmed the B2 Senior Unsecured Global Notes rating. The SGL-1 speculative grade liquidity (SGL) rating remains unchanged. The outlook is maintained stable. The ratings affirmation reflects ZipRecruiter's good free cash flow (FCF) generation capacity and strong liquidity position, which mitigate Moody's expectation for revenue declines for the remainder of this year as the US employment market continues to endure cyclical pressure in an uncertain macroeconomic environment. The company's highly variable cost structure enables profit and cash flow stability even amidst significant revenue drops. The ratings are bolstered by a robust liquidity profile, backed by substantial cash & equivalents reserves. RATINGS RATIONALE ZipRecruiter benefits from a strong market position as one of the leading providers of online recruiting services in the US. Its well-known brand, deep resume database and extensive client relationships result in a network effect that attracts recruiters and job seekers to its online marketplace. Cyclical swings in job opening volumes create revenue volatility during economic downturns but the migration of recruiting spend from traditional employment and staffing agencies to online platforms supports long-term growth. The company's strategy to integrate its database with employers' applicant tracking systems should improve customer retention and increase revenue. A highly variable cost structure, along with good end-market diversification and a strong liquidity position mitigate exposure to the cyclical demand characteristics of recruiting services. Debt/EBITDA leverage is impacted by high stock-based compensation, which Moody's do not add back, but cash-based EBITDA and free cash flow metrics support the credit profile. Debt to EBITDA was 6.0x as of the end of June 2024 but is 3.2x including stock based compensation as an add-back. The ratings reflect Moody's expectation for balanced financial policies that will sustain long-term FCF/debt above 13%. The company could utilize its large cash balances to pursue strategic mergers and acquisitions (M&A) targets but Moody's anticipate moderate financial policies that maintain a strong liquidity position. Sustained share repurchases in excess of free cash flow would diminish liquidity and signal more aggressive financial policies, which would in turn pressure the ratings. The company's small scale relative to other issuers in its rating category, limited product diversification, and geographic concentration in the US market weigh on the credit. ZipRecruiter operates in the competitive online job board services industry against larger peers with deep pockets. Revenue is largely dependent on subscriptions that can vary from a day to annual subscription periods. Smaller employers may migrate to shorter subscription periods if they are looking to reduce costs. The company has reported strong profitability and cash flow over the last couple of years, driven by reduced marketing spend among other cost reduction initiatives. However, higher spending levels could be required to sustain revenue growth in a more balanced US jobs market, which experienced an exceptional supply and demand imbalance following the pandemic. Moody's expect profit margins and cash flow generation to weaken over the next 12 months as job openings in the US labor market continue to decline. The stable outlook reflects Moody's expectation that ZipRecruiter will sustain strong liquidity and free cash flow generation over the next 12-18 months. Moody's anticipate further declines in US job postings will reduce total revenue to below $500 million range in 2024 but should grow slightly in 2025 as employer confidence improves with economic growth. The company has offset lower revenue generation with lower marketing, wages and other discretionary spend, and could shrink its workforce further if needed. Moody's expect cash flow metrics to remain healthy, with FCF/debt above 13%. Debt/EBITDA will increase towards 7.5x this year but should decline in 2025, Moody's-adjusted with EBITDA net of stock-based. Liquidity is a key credit consideration given the company's exposure to cyclical swings in the US jobs market. The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects very good liquidity, supported by cash and cash equivalents (including short term investments) of approximately $523 million as of June 30, 2024. The company could leverage its large cash balances to pursue strategic M&A targets, but Moody's anticipate it will sustain a strong liquidity position and generate strong free cash flow, with FCF/debt above 13% over the next 12 months. A $290 million revolver due 2026, with roughly $287 million of available capacity (net of letters of credit as of June 30, 2024 and including the $40 million upsize completed in July 2024), provides additional liquidity. The revolving credit facility (unrated) includes a financial covenant that limits the total net leverage ratio to 3.5x. The definition of EBITDA under the credit agreement includes stock-based compensation and other non-cash add-backs. The covenant threshold could be increased to 4.0x for material acquisitions. Moody's believe the company will sustain an ample headroom against the financial covenant limit. ZipRecruiter, Inc. is the borrower of the $550 million senior unsecured notes and the existing $290 million senior secured credit facility. The company increased the size of the revolver from $250 million in July 2024. The B2 rating for the senior unsecured notes reflects ZipRecruiter's B1-PD Probability of Default and the Loss Given Default assessment. The rating and Loss Given Default expectations reflect the subordination of the notes to any borrowings under the revolving credit facility (unrated). The unsecured notes provide little covenant protection and do not include any limitations on additional unsecured debt, restricted payments, investments or asset sales. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS ZipRecruiter's ratings could be upgraded if the company demonstrates a solid competitive position by maintaining strong long-term double-digit revenue growth while balancing marketing spend and other operating costs, such that long-term profitability continues to expand. Increased scale and Moody's expectation that the company will maintain its track record of balanced financial policies and very good liquidity would also be required for a ratings upgrade. The ratings could be downgraded if ZipRecruiter's long-term revenue growth is weaker than Moody's expectation, or if sales and marketing or other cash expenses increase such that free cash flow to debt diminishes, with FCF/debt anticipated to remain below 12%. The ratings would be pressured too if the company were to pursue more aggressive financial policies, such as sustained share repurchases in excess of free cash flow, or other strategies that increase leverage or weaken liquidity. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Santa Monica, CA, ZipRecruiter is an online job marketplace that connects job seekers and recruiters. The company also offers adjacent solutions such as applicant tracking systems. Revenue for the trailing twelve months ending 30 June 2024 was approximately $540 million. [^] BOND PRICING: For the Week from October 21 to 25, 2024 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 42.000 5/1/2025 99 Cents Only Stores LLC NDN 7.500 6.280 1/15/2026 99 Cents Only Stores LLC NDN 7.500 7.499 1/15/2026 99 Cents Only Stores LLC NDN 7.500 7.499 1/15/2026 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 45.308 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 44.979 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 45.201 2/15/2028 Amyris Inc AMRS 1.500 0.813 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 At Home Group Inc HOME 7.125 31.108 7/15/2029 At Home Group Inc HOME 7.125 31.108 7/15/2029 Audacy Capital LLC CBSR 6.750 2.440 3/31/2029 Audacy Capital LLC CBSR 6.500 1.670 5/1/2027 Audacy Capital LLC CBSR 6.750 2.440 3/31/2029 Azul Investments LLP AZUBBZ 7.250 51.883 6/15/2026 Azul Investments LLP AZUBBZ 7.250 51.883 6/15/2026 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bank of America Corp BAC 5.540 99.823 4/29/2025 Bank of America Corp BAC 5.400 99.326 5/4/2028 Bank of America Corp BAC 3.995 96.695 11/19/2024 Biora Therapeutics Inc BIOR 7.250 56.625 12/1/2025 BuzzFeed Inc BZFD 8.500 93.500 12/3/2026 Castle US Holding Corp CISN 9.500 45.938 2/15/2028 Castle US Holding Corp CISN 9.500 46.190 2/15/2028 CorEnergy Infrastructure Trust Inc CORR 5.875 70.250 8/15/2025 Cornerstone Chemical Co CRNRCH 10.250 50.750 9/1/2027 Curo Oldco LLC CURO 7.500 2.980 8/1/2028 Curo Oldco LLC CURO 7.500 17.207 8/1/2028 Curo Oldco LLC CURO 7.500 2.980 8/1/2028 Cutera Inc CUTR 2.250 15.734 6/1/2028 Cutera Inc CUTR 2.250 30.497 3/15/2026 Cutera Inc CUTR 4.000 17.028 6/1/2029 Danimer Scientific Inc DNMR 3.250 10.705 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 0.750 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 0.390 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.752 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 0.750 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 0.750 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 0.363 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 0.691 8/15/2026 Energy Conversion Devices ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 4.250 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 20.750 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EXLINT 11.500 34.000 7/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EXLINT 11.500 33.500 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 0.700 99.826 10/25/2024 Federal Home Loan Banks FHLB 1.070 96.720 11/22/2024 Federal Home Loan Banks FHLB 0.660 99.706 10/28/2024 Federal Home Loan Banks FHLB 2.850 99.300 10/25/2024 Federal Home Loan Banks FHLB 1.100 97.098 11/15/2024 Federal Home Loan Banks FHLB 5.000 99.122 1/27/2025 Federal Home Loan Banks FHLB 5.000 99.403 10/25/2024 Federal Home Loan Banks FHLB 5.000 99.286 1/27/2025 Federal Home Loan Banks FHLB 0.625 94.932 11/27/2024 Federal Home Loan Banks FHLB 5.125 99.090 10/28/2027 Federal Home Loan Banks FHLB 0.850 99.230 10/28/2024 Federal Home Loan Banks FHLB 5.000 99.882 10/25/2024 Federal Home Loan Banks FHLB 0.625 99.700 10/28/2024 Federal Home Loan Banks FHLB 2.800 99.304 10/25/2024 Federal Home Loan Banks FHLB 0.750 96.933 11/8/2024 Federal Home Loan Banks FHLB 0.610 96.272 12/13/2024 Federal Home Loan Banks FHLB 2.900 99.309 10/28/2024 Federal Home Loan Banks FHLB 2.800 99.289 10/25/2024 Federal Home Loan Banks FHLB 4.875 99.394 10/25/2024 Federal Home Loan Banks FHLB 5.000 99.396 10/25/2024 Federal Home Loan Banks FHLB 5.000 99.808 10/25/2024 Federal Home Loan Banks FHLB 0.625 99.696 10/28/2024 Federal Home Loan Banks FHLB 0.580 96.202 12/13/2024 Federal Home Loan Banks FHLB 0.580 96.329 12/13/2024 Federal Home Loan Banks FHLB 0.500 99.688 10/29/2024 Federal Home Loan Banks FHLB 0.550 99.687 10/29/2024 Federal Home Loan Banks FHLB 0.500 99.690 10/29/2024 Federal Home Loan Banks FHLB 0.300 99.692 10/28/2024 Federal Home Loan Banks FHLB 0.700 99.212 10/28/2024 Federal Home Loan Banks FHLB 0.900 98.505 11/1/2024 Federal Home Loan Banks FHLB 1.000 96.786 11/22/2024 Federal Home Loan Banks FHLB 0.700 99.228 10/28/2024 Federal Home Loan Banks FHLB 0.790 99.712 10/28/2024 Federal Home Loan Banks FHLB 0.600 98.938 10/28/2024 Federal Home Loan Banks FHLB 0.610 99.209 10/25/2024 Federal Home Loan Banks FHLB 1.150 97.015 11/22/2024 Federal Home Loan Banks FHLB 2.875 99.663 10/25/2024 Federal Home Loan Banks FHLB 0.430 99.700 10/28/2024 Federal Home Loan Banks FHLB 0.500 99.130 11/4/2024 Federal Home Loan Banks FHLB 0.600 97.028 10/30/2024 Federal Home Loan Banks FHLB 0.615 96.458 11/15/2024 Federal Home Loan Banks FHLB 0.550 96.495 11/1/2024 Federal Home Loan Banks FHLB 0.625 96.690 11/15/2024 Federal Home Loan Banks FHLB 0.500 98.312 10/30/2024 Federal Home Loan Banks FHLB 0.590 99.731 10/28/2024 Federal Home Loan Banks FHLB 4.000 99.356 10/28/2024 Federal Home Loan Banks FHLB 4.460 99.786 10/25/2024 Federal Home Loan Banks FHLB 0.575 99.715 10/25/2024 Federal Home Loan Banks FHLB 0.500 99.689 10/28/2024 Federal Home Loan Banks FHLB 0.550 99.199 10/29/2024 Federal Home Loan Banks FHLB 0.650 98.699 10/25/2024 Federal Home Loan Banks FHLB 0.640 99.214 10/28/2024 Federal Home Loan Banks FHLB 0.700 94.719 12/27/2024 Federal Home Loan Banks FHLB 0.350 99.559 10/28/2024 Federal Home Loan Banks FHLB 0.600 99.690 10/29/2024 Federal Home Loan Banks FHLB 1.000 97.081 11/22/2024 Federal Home Loan Banks FHLB 0.300 99.192 10/28/2024 Federal Home Loan Banks FHLB 0.580 99.732 10/28/2024 Federal Home Loan Banks FHLB 0.700 99.224 10/28/2024 Federal Home Loan Banks FHLB 0.750 96.126 11/8/2024 Federal Home Loan Banks FHLB 0.600 99.589 10/28/2024 Federal Home Loan Banks FHLB 0.730 95.038 12/27/2024 Federal Home Loan Banks FHLB 0.700 99.227 10/28/2024 Federal Home Loan Banks FHLB 0.740 99.713 10/28/2024 Federal Home Loan Banks FHLB 0.770 99.592 10/28/2024 Federal Home Loan Banks FHLB 0.610 99.728 10/28/2024 Federal Home Loan Banks FHLB 0.360 94.795 1/15/2025 Federal Home Loan Banks FHLB 1.150 97.039 11/22/2024 Federal Home Loan Banks FHLB 1.000 96.887 11/14/2024 Federal Home Loan Banks FHLB 1.125 99.239 10/28/2024 Federal Home Loan Banks FHLB 1.050 99.706 10/25/2024 Federal Home Loan Banks FHLB 0.390 95.675 10/28/2024 Federal Home Loan Mortgage Corp FHLMC 5.125 99.295 1/27/2025 Federal Home Loan Mortgage Corp FHLMC 2.875 99.284 10/25/2024 Federal Home Loan Mortgage Corp FHLMC 5.000 99.434 10/25/2024 Federal Home Loan Mortgage Corp FHLMC 5.000 99.844 10/25/2024 Federal Home Loan Mortgage Corp FHLMC 4.050 99.745 10/25/2024 Federal Home Loan Mortgage Corp FHLMC 2.875 99.338 10/28/2024 Federal Home Loan Mortgage Corp FHLMC 3.000 99.352 10/29/2024 Federal Home Loan Mortgage Corp FHLMC 5.130 99.662 10/28/2024 Federal Home Loan Mortgage Corp FHLMC 5.060 99.795 10/25/2024 Federal Home Loan Mortgage Corp FHLMC 5.050 99.433 10/30/2024 Federal Home Loan Mortgage Corp FHLMC 0.460 99.753 10/30/2024 Federal National Mortgage Association FNMA 0.400 99.705 10/28/2024 Federal National Mortgage Association FNMA 0.420 99.750 10/28/2024 First Republic Bank/CA FRCB 4.625 3.918 2/13/2047 First Republic Bank/CA FRCB 4.375 2.914 8/1/2046 Forbright Inc CGLBNC 5.750 96.111 12/1/2029 Forbright Inc CGLBNC 5.750 96.111 12/1/2029 GoTo Group Inc LOGM 5.500 31.843 5/1/2028 GoTo Group Inc LOGM 5.500 32.157 5/1/2028 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 7.839 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 7.839 6/1/2026 Hallmark Financial Services Inc HALL 6.250 18.598 8/15/2029 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Inotiv Inc NOTV 3.250 30.625 10/15/2027 Inseego Corp INSG 3.250 80.519 5/1/2025 Invacare Corp IVC 4.250 1.002 3/15/2026 JPMorgan Chase Bank NA JPM 2.000 89.972 9/10/2031 Ligado Networks LLC NEWLSQ 15.500 18.500 11/1/2023 Ligado Networks LLC NEWLSQ 15.500 18.500 11/1/2023 Ligado Networks LLC NEWLSQ 17.500 3.500 5/1/2024 Lightning eMotors Inc ZEVY 7.500 1.000 5/15/2024 Luminar Technologies Inc LAZR 1.250 48.050 12/15/2026 MBIA Insurance Corp MBI 16.178 4.999 1/15/2033 MBIA Insurance Corp MBI 16.178 4.999 1/15/2033 Macy's Retail Holdings M 6.900 84.248 1/15/2032 Macy's Retail Holdings M 6.700 86.119 7/15/2034 Mashantucket Western Pequot Tribe MASHTU 7.350 50.126 7/1/2026 Morgan Stanley MS 4.171 99.151 10/28/2024 Morgan Stanley MS 1.800 78.647 8/27/2036 Navient Corp NAVI 5.875 100.000 10/25/2024 Office Properties Income Trust OPI 4.500 91.223 2/1/2025 PNC Financial Services Group Inc/The PNC 5.671 100.038 10/28/2025 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 47.000 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 32.500 5/15/2026 Porch Group Inc PRCH 0.750 47.500 9/15/2026 Rackspace Technology Global Inc RAX 5.375 30.138 12/1/2028 Rackspace Technology Global Inc RAX 3.500 27.500 2/15/2028 Rackspace Technology Global Inc RAX 5.375 30.648 12/1/2028 Rackspace Technology Global Inc RAX 3.500 29.000 2/15/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 5.000 2/15/2027 Rite Aid Corp RAD 6.875 3.146 12/15/2028 Rite Aid Corp RAD 6.875 3.146 12/15/2028 RumbleON Inc RMBL 6.750 85.090 1/1/2025 SVB Financial Group SIVB 3.500 34.000 1/29/2025 Sandy Spring Bancorp Inc SASR 4.250 94.875 11/15/2029 Shutterfly LLC SFLY 8.500 47.500 10/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 66.590 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 66.401 3/1/2026 Spirit Airlines Inc SAVE 1.000 39.000 5/15/2026 Spirit Airlines Inc SAVE 4.750 64.136 5/15/2025 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.000 5/15/2027 Veritone Inc VERI 1.750 47.000 11/15/2026 Virgin Galactic Holdings SPCE 2.500 35.000 2/1/2027 Vitamin Oldco Holdings GNC 1.500 0.474 8/15/2020 Voyager Aviation Holdings LLC VAHLLC 8.500 14.457 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 14.457 5/9/2026 Voyager Aviation Holdings LLC VAHLLC 8.500 14.457 5/9/2026 Vroom Inc VRM 0.750 52.875 7/1/2026 WW International Inc WW 4.500 24.904 4/15/2029 WW International Inc WW 4.500 24.701 4/15/2029 Webster Financial Corp WBS 4.000 94.243 12/30/2029 Wells Fargo & Co WFC 2.406 99.745 10/30/2025 Wesco Aircraft Holdings WAIR 9.000 41.651 11/15/2026 Wesco Aircraft Holdings WAIR 13.125 1.892 11/15/2027 Wesco Aircraft Holdings WAIR 9.000 41.651 11/15/2026 Wesco Aircraft Holdings WAIR 13.125 1.892 11/15/2027 iHeartCommunications Inc IHRT 8.375 53.968 5/1/2027 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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