/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241210.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 10, 2024, Vol. 28, No. 344 Headlines 1546 N NELLIS: Seeks to Hire Mincin Law as Bankruptcy Counsel 3125-3129 SUMMIT: Hires Scura Wigfield Heyer as Attorney ACCURIDE CORP: $321.2MM Bank Debt Trades at 49% Discount ADB ENTERPRISES: Daniel Behles Named Subchapter V Trustee ADB ENTERPRISES: Gets OK to Use Cash Collateral Until Feb. 7 AES CORP: Fitch Assigns 'BB' Rating on Jr. Subordinated Notes AGEAGLE AERIAL: Regains NYSE Listing Compliance AGEAGLE AERIAL: Restates Financials Due to Accounting Errors AIMBRIDGE ACQUISITION: $199MM Bank Debt Trades at 37% Discount ALGORHYTHM HOLDINGS: Closes $9.5 Million Public Offering ALGORHYTHM HOLDINGS: Regains Compliance With Nasdaq Equity Rule ALK ASPHALT: Gets Interim OK to Use Cash Collateral Until Dec. 17 ALTICE USA: Ramya Rao Holds 5.02% Equity Stake AMATA LLC: Seeks Cash Collateral Access AMERICAN RESOURCES: Regains Nasdaq Minimum Bid Price Compliance AMERICAN TIRE: $1BB Bank Debt Trades at 71% Discount AMG CRITICAL: S&P Downgrades ICR to 'B' on High Leverage ANASTASIA PARENT: $650MM Bank Debt Trades at 31% Discount AOG TRUCKING: Gets Interim OK to Use Cash Collateral Until Jan. 29 APPLE CENTRAL: Hires GM Law PC as Special Litigation Counsel APPLIED DNA: Bruce Grossman Lowers Stake to Less Than 1% APPLIED DNA: Has Until May 2025 to Regain Nasdaq Compliance AURORA MEDICAL: Plan Filing Deadline Extended to Jan. 10, 2025 AVENIR WELLNESS: Incurs $541K Net Loss in Third Quarter AVINGER INC: Intracoastal Capital, Two Others Hold 4.99% Stake AVON PRODUCTS: Davis Polk Advises Natura on $125-Mil. Sale BELMONT TRADING: Hires Graff Blanski & Kim PC as Accountant BESTWALL LLC: Cancer Claimant Amici Criticizes Two-Step Chapter 11 BIG FEET: Gets Final OK to Use Cash Collateral BIOLASE INC: SSG Served as Investment Banker in Asset Sale BIOSIG TECHNOLOGIES: Regains Compliance With Nasdaq Bid Price Rule BLUEWORKS CORP: Updates Restructuring Plan Disclosures CAMBER ENERGY: Swings to $34.77 Million Net Loss in Fiscal Q3 CANOO INC: Falls Short of Nasdaq Minimum Bid Price Requirement CANOO INC: Posts $3.26 Million Net Income in Third Quarter CAROLINA CUSTOMIZED: Kathleen O'Malley Named Subchapter V Trustee CARROTHERS INSPECTION: Gets Final OK to Use Cash Collateral CASABLANCA THE RESTAURANT: Taps Bisom Law Group as Legal Counsel CHAMP ACQUISITION: S&P Affirms 'B' ICR, Off CreditWatch Negative CHRIS' COLLISION: Files Emergency Bid to Use Cash Collateral CKM SHINING: Taps Hanley Investment Group as Real Estate Broker CLAIRE'S STORES: $502.4MM Bank Debt Trades at 16% Discount COBRA HOLDINGS: $205MM Bank Debt Trades at 16% Discount CONTAINER STORE: $200MM Bank Debt Trades at 28% Discount CONTAINER STORE: Lenders Extend Financing Deadline CONTROL MICRO: Gets Final OK to Use Cash Collateral CORNERSTONE ONDEMAND: $770MM Bank Debt Trades at 20% Discount CP ATLAS: S&P Alters Outlook to Negative, Affirms 'B-' ICR CPC ACQUISITION: $225MM Bank Debt Trades at 34% Discount CREATIVE REALITIES: Swings to $54,000 Net Income in Fiscal Q3 CREPERIE D AMOUR: Gets Interim OK to Cash Collateral Thru Dec. 20 CTC HOLDINGS: S&P Withdraws 'B+' Issuer Credit Rating CTS LOGISTICS: Files Emergency Bid to Use Cash Collateral CURIS INC: Kingdon Capital Lowers Stake Below 5% DARK RHIINO: Seeks to Hire Strip Hoppers Leithart as Counsel DERMTECH INC: Plan Exclusivity Period Extended to Jan. 14, 2025 DERMTECH INC: Unsecureds Will Get 34% to 48% of Claims in Plan DIAMONDHEAD CASINO: Reports $416,263 Net Loss in Fiscal Q3 DJK ENTERPRISES: Gets OK to Use Cash Collateral Until Dec. 31 DODGE CONSTRUCTION: S&P Upgrades ICR to 'CCC+', Outlook Stable DOGS ARE PEOPLE: Court Approves Use of Cash Collateral Until Jan 11 DRTMG LLC: Seeks to Use Cash Collateral E & H ENTERPRISES: Hires David Freydin PC as Bankruptcy Counsel EL DORADO GAS: Plan Exclusivity Period Extended to Feb. 16, 2025 ELECTRICAL CONNECTIONS: Hires Clark Stith as Bankruptcy Counsel ENC PARENT: $190MM Bank Debt Trades at 40% Discount ENDI PLAZA: Voluntary Chapter 11 Case Summary ENERFLEX LTD: S&P Raises ICR to 'BB' on Improving Leverage EVENTIDE CREDIT: Comm. Taps Aurora Management as Financial Advisor FINEST COACHBUILDING: Taps Raines Feldman Littrell LLP as Attorney FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 39% Discount FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 57% Discount FIREFLY NEUROSCIENCE: Appoints Greg Lipschitz as Executive Chairman FIREFLY NEUROSCIENCE: Widens Net Loss to $4.29M in Third Quarter FLUENT INC: Incurs $7.94 Million Net Loss in Third Quarter FLUID MARKET: Committee Taps Blank Rome as Bankruptcy Counsel FLUID MARKET: Committee Taps Dundon Advisers as Financial Advisor FOX REALTY: Ronald Friedman of Rimon PC Named Subchapter V Trustee FRANCHISE GROUP: Hires Ducera Partners LLC as Investment Banker FRANCHISE GROUP: Seeks to Hire Ordinary Course Professionals FRANCHISE GROUP: Taps David Orlofsky of AP Services LLP as CRO FRANCHISE GROUP: Taps Hilco Real Estate as Consultant and Advisor FRANCHISE GROUP: Taps Kroll Restructuring as Administrative Advisor FRANCHISE GROUP: Taps Petrillo Klein + Boxer as Special Counsel FREE SPEECH: Conn. Panel Cuts $150M from $1.44B Alex Jones Verdict FTX TRADING: Resists Three Arrows' Effort to Add $1.5B to Claim GAROFOLO REAL ESTATE: Taps Mayerson and Hartheimer as Counsel GILL RANCH: Taps Andrew De Camara of Sherwood Partners as CRO GRAY TELEVISION: S&P Downgrades ICR to 'B-', Outlook Stable GREENWAVE TECHNOLOGY: Posts $4.80 Million Net Loss in Third Quarter HARDINGE INC: Seeks to Extend Plan Exclusivity to Feb. 24, 2025 HARVEY CEMENT: Case Summary & 15 Unsecured Creditors HAWKERS LLC: Gets Final OK to Use Cash Collateral HEARTHSIDE FOOD: Resolves Illinois Child Labor Probe HENRY WEST: Seeks Approval to Hire Vilt Law PC as Counsel HERTZ CORP: Bondholders Fear for Renewed Turmoil HONOLULU SPINE: Case Summary & 20 Largest Unsecured Creditors HOOPER'S RE: Sec. 341(a) Meeting of Creditors on Jan. 6 HOPEMAN BROTHERS: Plan Exclusivity Period Extended to Feb. 25, 2025 HOWARD HUGHES: Fitch Alters Outlook on 'BB' LongTerm IDR to Stable HUBBARD RADIO: $206.9MM Bank Debt Trades at 30% Discount HYPERSCALE DATA: Sells $570K Worth of Preferred Shares to Affiliate INDRA HOLDINGS: $50MM Bank Debt Trades at 23% Discount INGENOVIS HEALTH: $675MM Bank Debt Trades at 37% Discount IVANTI SOFTWARE: $465MM Bank Debt Trades at 24% Discount JAGUAR HEALTH: Amends ATM Offering Agreement With Ladenburg, Lucid JAGUAR HEALTH: Reports $10 Million Net Loss in Fiscal Q3 JAMES JOSEPH SANCTIFIED: Files Chapter 11 Bankruptcy Protection K & M AMUSEMENT: Gets Interim OK to Cash Collateral KINETIC ENTROPY: Seeks to Hire Saris Realty as Real Estate Broker KINGDOM EMPOWERMENT: Taps Musi Merkins Daubenberger as Counsel KND HOSPITALITY: Gets Final OK to Use Cash Collateral KND HOSPITALITY: Seeks to Hire Elite BAT Services as Accountant KOFFLER PROPERTIES: Updates Several Secured Claims Pay Details LAND AND LAWN: Ruediger Mueller of TCMI Named Subchapter V Trustee LASERSHIP INC: $124MM Bank Debt Trades at 66% Discount LCS UNLIMITED: Amends Cash Collateral Motion, Files Prelim Budget LEFEVER MATTSON: Gets Final OK to Use Cash Collateral LILYDALE PROGRESSIVE: Court OKs Cash Collateral Use Thru Dec. 17 LOMA LINDA: S&P Affirms 'BB' Long-Term Rating on Revenue Bonds MARINE WHOLESALE: Seeks Cash Collateral Access Thru June 2025 MCMULLEN BRAND: Seeks Cash Collateral Access Thru Feb 2025 MEDICAL SOLUTIONS: $270MM Bank Debt Trades at 47% Discount METRO MATTRESS: Committee Taps Foresight Restructuring as Advisor MICHAELS COS: $1.95BB Bank Debt Trades at 22% Discount MILK STREET: Gets Interim OK to Use Cash Collateral Until Jan. 17 MLN US HOLDCO: $576MM Bank Debt Trades at 96% Discount MOBIVITY HOLDINGS: Incurs $2.46 Million Net Loss in Third Quarter MOFONGO & STEAKHOUSE: Taps Martin Law Group as Bankruptcy Counsel MORNINGSIDE MINISTRIES: Fitch Affirms 'BB' IDR, Outlook Stable MPH ACQUISITION: $1.33BB Bank Debt Trades at 26% Discount NAKED JUICE: $450MM Bank Debt Trades at 54% Discount NAVEO INC: Gets OK to Use Cash Collateral Until Dec. 14 NEEDLE HOLDINGS: $153.8MM Bank Debt Trades at 23% Discount NXT ENERGY: Completes US$900K Debenture Placement With Ataraxia OG LIVING: Files Emergency Bid to Use Cash Collateral Thru Dec. 29 OG LIVING: Seeks Bankruptcy Protection in Florida OG LIVING: Seeks to Hire Lorium Law as Bankruptcy Counsel OMEROS CORP: $67.1MM Bank Debt Trades at 0% Discount ONONTIO LANDSCAPING: Gets OK to Use Cash Collateral Until Jan. 21 OPEN RANGE: Seeks Approval to Hire Iron River as Appraiser OPTIV PARENT: $650MM Bank Debt Trades at 17% Discount PARKCHESTER ORAL: Amends Unsecured Claims Pay Details PENN HIGHLANDS: S&P Lowers Hospital Revenue Bond Rating to 'BB+' PERFECT VIEW: Tarek Kiem Named Subchapter V Trustee PHYSICIAN PARTNERS: $150MM Bank Debt Trades at 45% Discount PLANET GREEN: Incurs $1.19 Million Net Loss in Third Quarter POTTSVILLE OPERATIONS: Committee Taps Dentons as Legal Counsel POTTSVILLE OPERATIONS: Committee Taps FTI as Financial Advisor PROSPECT CAPITAL: S&P Downgrades ICR to 'BB+', Outlook Stable RANGER BEARINGS: James Bailey Named Subchapter V Trustee RECOMBINETICS INC: Hires Cassel Salpeter & Co as Investment Banker REFRIGERATION TECHNOLOGIES: Gets Interim OK to Use Cash Collateral RHODIUM ENCORE: Akin Gump Advises Ad Hoc Group of SAFE Parties ROAD RES-Q: Marc Albert of Stinson LLP Named Subchapter V Trustee ROCK MEDICAL: Files Bid to Use Cash Collateral Thru Jan. 31 ROYSTONE ON QUEEN: Court Extends Use of Cash Collateral to Jan. 2 ROYSTONE ON QUEEN: Seeks to Extend Plan Exclusivity to Jan. 8, 2025 RYKIN PUMP: Seeks to Hire Tarbox Law PC as Bankruptcy Counsel SANUWAVE HEALTH: Kevin Richardson Resigns; Options Fully Vested SHIELDS NURSING: Seeks to Use Cash Collateral Thru Jan 2025 SINCLAIR TELEVISION: $750MM Bank Debt Trades at 19% Discount SKID ROW HOUSING: Taps Raines Feldman Littrell as Legal Counsel SMRK PROPERTY: Seeks Chapter 11 Bankruptcy in Michigan SOLAR BIOTECH: Creditor Claims Bidder Should Not Receive Fee SOLUTION ENGINEERING: Angela Shortall Named Subchapter V Trustee SPICEY PARTNERS: Gets Interim OK to Use Cash Collateral STAR PUMP: Files Emergency Bid to Use Cash Collateral STG LOGISTICS: $750MM Bank Debt Trades at 44% Discount STICKY HOLSTERS: Hires GGG Partners LLC as Financial Advisor STOLI GROUP: Files Emergency Bid to Use Cash Collateral STRUCTURE ONE: Seeks to Hire Barron & Newburger as Attorney SUNMEADOWS LLC: Seeks to Extend Plan Exclusivity to Feb. 17, 2025 SUNSTOCK INC: Posts $201K Net Income in Third Quarter SWC INDUSTRIES: Hires Allen Overy Shearman as Bankruptcy Counsel SWC INDUSTRIES: Hires Stretto Inc as Administrative Advisor SWC INDUSTRIES: Seeks to Hire Gordian Group as Investment Banker TAMPA BAY SPEECH-LANGUAGE: Gets Interim OK to Use Cash Collateral TELESAT LLC: $1.91BB Bank Debt Trades at 42% Discount TGI FRIDAY'S: Seeks to Hire Ropes & Gray LLP as Attorney TGI FRIDAY'S: Taps Foley & Lardner LLP as Bankruptcy Counsel TGI FRIDAY'S: Taps Hilco Corporate Finance as Investment Banker THOMAS ROOFING: Gets Interim OK to Use Cash Collateral TJC SPARTECH: $345MM Bank Debt Trades at 27% Discount TREASURES AND GEMS: Property Sale Proceeds to Fund Plan TRUCK & TRAILER: Court Extends Use of Cash Collateral Until Jan. 10 TURNKEY SOLUTIONS: Taps Cantrell & Cantrell as Special Counsel ULTRACUTS OF AMERICA: Gets Interim OK to Use Cash Collateral URBAN CHESTNUT: Hearing on Cash Collateral Continued to Jan. 15 US ANESTHESIA: $350MM Bank Debt Trades at 16% Discount VROOM INC: Gets Court Initial OK for Stock Transfer Protocol WALSAM 316: Property Sale Proceeds to Fund Plan Payments WESTCLIFF INVESTORS: Has Deal on Cash Collateral Access WHEEL PROS: Davis Polk Served as Adviser of SVP in Chapter 11 WHITE VIOLET: Court Approves Cash Collateral Use Until Dec. 12 WOOF HOLDINGS: $138.5MM Bank Debt Trades at 34% Discount YESENIA GARCIA: Gets Final OK to Use Cash Collateral YIELD10 BIOSCIENCE: Seeks Chapter 11 Bankruptcy ZODIAC PURCHASER: S&P Assigns 'B' ICR, Outlook Stable [^] Large Companies with Insolvent Balance Sheet ********* 1546 N NELLIS: Seeks to Hire Mincin Law as Bankruptcy Counsel ------------------------------------------------------------- 1546 N Nellis LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Mincin Law, PLLC as its general counsel. The Debtor needs the firm's legal assistance to: a. institute, prosecute or defend any lawsuit, adversary proceeding or contested matter arising out of the Debtor's bankruptcy proceeding in which it may be a party; b. obtain necessary court approval for recovery and liquidation of estate assets; c. determine the priorities and status of claims and file claim objections; and d. prepare a disclosure statement and bankruptcy plan; and e. perform other legal services. David Mincin, Esq., the attorney who will be handling the case, will be paid an hourly fee of $400. The firm received a retainer in the amount of $15,000, of which $1,738 was used to pay the filing fee. As disclosed in court filings, Mr. Mincin neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: David Mincin, Esq. Mincin Law, PLLC 7465 W. Lake Mead Boulevard, #100 Las Vegas, NV 89128 Tel: (702) 852-1957 Email: dmincin@mincinlaw.com About 1546 N Nellis LLC 1546 N Nellis LLC filed is voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-16155) on Nov. 25, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. David Mincin, Esq. at Mincin Law, PLLC represents the Debtor as counsel. 3125-3129 SUMMIT: Hires Scura Wigfield Heyer as Attorney -------------------------------------------------------- 3125-3129 Summit Ave Limited Liability Company seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Scura, Wigfield, Heyer, Stevens & Cammarota LLP as attorneys. The firm's services include: (a) advise the Debtor regarding its powers and duties in the operation of its business; (b) represent the Debtor in bankruptcy matters and adversary proceedings; and (c) perform all legal services for the Debtor which may be necessary. The hourly rates of the firm's counsel and staff are as follows: Partners $575 Associates $395 Law Clerk $275 Paralegals $195 Legal Assistants $150 The Debtor paid the firm an initial retainer in the amount of $16,736. David Stevens, Esq., an attorney at Scura, Wigfield, Heyer, Stevens & Cammarota, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David L. Stevens, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Telephone: (973) 696-8391 Email: dstevens@scura.com About 3125-3129 Summit Ave Limited Liability Company 3125-3129 Summit Ave Limited Liability Company is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of the real property located at 3125 Summit Avenue, Union City, New Jersey, 07087 valued at $6 million. 3125-3129 Summit Ave Limited Liability Company sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-21716) on November 26, 2024. In the petition filed by Mamdouh Mecheal, as member, the Debtor reports total assets of $6,000,000 and total liabilities of $1,077,345. The Debtor is represented by David Stevens, Esq. at Scura, Wigfield, Heyer, Stevens & Cammarota LLP. ACCURIDE CORP: $321.2MM Bank Debt Trades at 49% Discount -------------------------------------------------------- Participations in a syndicated loan under which Accuride Corp is a borrower were trading in the secondary market around 51 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $321.2 million Payment in kind Term loan facility is scheduled to mature on May 18, 2026. About $317.2 million of the loan has been drawn and outstanding. Accuride Corporation and its affiliates are a global leader in steel and aluminum wheels and wheel-end components and assemblies, supplying innovative products to over 1,000 customers in the commercial vehicles, passenger cars, agriculture, construction and industrial equipment markets. ADB ENTERPRISES: Daniel Behles Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 20 appointed Daniel Behles, Esq. at 709 Consulting LLC as Subchapter V trustee for ADB Enterprises, LLC. Mr. Behles will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Behles declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Daniel Behles, Esq. 709 Consulting LLC 709 El Alhambra Circle NW Los Ranchos, NM 87107 (505) 238-0208 Email: djbehles@gmail.com About ADB Enterprises ADB Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.M. Case No. 24-11214) on November 13, 2024, with up to $100,000 in assets and up to $10 million in liabilities. Aaron Boyd, company owner and managing member, signed the petition. Judge Robert H. Jacobvitz oversees the case. Jason M. Cline, Esq., at Jason Cline, LLC, represents the Debtor as legal counsel. ADB ENTERPRISES: Gets OK to Use Cash Collateral Until Feb. 7 ------------------------------------------------------------ ADB Enterprises, LLC received interim approval from the U.S. Bankruptcy Court for the District of New Mexico to use its secured creditors' cash collateral. The interim order signed by Judge Robert Jacobvitz approved the use of cash collateral to pay the company's post-petition business expenses for the period from Nov. 13, 2024, to Feb. 7, 2025. Independence Bank/Northeast Bank, Secured Lender Solutions, Innovation Refunds, Amazon Capital Services, and the U.S. Small Business Administration hold or may hold liens or security interests in the cash collateral. As protection, secured creditors will be granted replacement liens in certain post-petition assets of ADB in case of any diminution in value of their interest in the collateral. About ADB Enterprises ADB Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.M. Case No. 24-11214) on November 13, 2024, with up to $100,000 in assets and up to $10 million in liabilities. Aaron Boyd, company owner and managing member, signed the petition. Judge Robert H. Jacobvitz oversees the case. Jason M. Cline, Esq., at Jason Cline, LLC, represents the Debtor as legal counsel. AES CORP: Fitch Assigns 'BB' Rating on Jr. Subordinated Notes ------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to AES Corporation's (AES) fixed-to-fixed reset rate junior subordinated notes. Proceeds from the offering will be used for general corporate purposes. The securities are eligible for 50% equity credit based on Fitch's hybrid methodology. Features supporting the equity categorization of these debentures include their junior subordinate priority, the option to defer interest payments on a cumulative basis for up to 10 years on each occasion and no step-up. Key Rating Drivers Contracted and Diversified Portfolio: AES invests in regulated utilities and power-generating assets with long-and short-term contracts. A majority of pre-tax contributions (PTC) are from projects under long-term contracts or utility investments. The average remaining contract life is 13-14 years, including utilities. The company's diversified asset portfolio mitigates geopolitical adversity affecting a single power market or project. Fitch views increasing presence in the US as credit positive. US assets represented 45% of total PTC at YE2023, compared with about 30% in 2022. Fitch expects US PTC to rise to over 60% by YE2025, as about 85% of AES's investment is expected to be in the US. Protection from Macro Headwinds: Projects have reasonable protection against inflation, rising interest rates and geopolitical risks. About 83% of AES's revenue is protected by inflation indexation or hedges, and the remainder is from renewables with no fuel costs and a known cost structure. About 73% of the interest rates are fixed or hedged. Additionally, about 90% of the PTC is US dollar denominated. Improving Fuel Mix: AES's portfolio has shifted meaningfully to renewables over the last few years, a credit positive. At YE2023, generation output comprised 34% renewables, 31% natural gas and 31% coal. AES intends to exit coal in the next several years. Of its backlog, 95% is in renewables and energy storage. AES estimates that renewables and natural gas will represent 52% and 33%, respectively, of total generation by 2025. Robust Backlog: Given the strong demand for renewable generation, AES has a robust 12.7GW backlog concentrated in renewables and secured by power purchase agreements as of November 2024. There are construction risks associated with new project development but in Fitch's view, renewable projects are not politically controversial, technologically complex or labor intensive. Adequate Credit Metrics: Fitch calculates AES's holdco-only funds from operations (FFO) leverage for 2022 and 2023 as close to 4.0x, higher than previous years but still supportive of the ratings. The increase was primarily due to upfront recourse holdco financing to fund new renewable projects. Fitch expects AES's holdco-only FFO leverage to be in the range of 3.6x-4.2x in 2024-2026 while new projects come online. Fitch applies a deconsolidated approach when calculating AES's credit metrics, as it finances its operation using primarily non-recourse debt. Significant Capex: AES has a large capital program to execute, about $7.3 billion-7.6 billion, in 2024-2027. Fitch expects the company to fund its growth plan in a credit-supportive manner, with net proceeds from asset sales of about $2.4 billion-2.9 billion and additional holdco debt of about $1.1 billion-1.6 billion between 2024 and 2027. Parent and Subsidiary Linkage: Fitch does not apply parent subsidiary linkage between AES and its investments, including IPALCO and DPL. Fitch considers AES a financial investor and view its investments as non-recourse. Derivation Summary AES is reasonably well positioned compared with Brookfield Renewable Partners L.P. (BBB+/Stable), Innergex Renewable Energy Inc. (BBB-/Negative) and NextEra Energy Partners LP (NEP; BB+/Stable). AES owns and operates about 36.7GW of renewable and thermal generation assets as of Q3 2024, compared with Innergex's 4.3W of renewables, NEP's 5GW of renewables, and Brookfield's 33GW of renewables. AES's operating scale and diversity partially compensate for its less favorable asset mix and exposure in South America and developing countries. AES has a record of stable project distributions. Holdco-only FFO leverage has been stable and commensurate for the rating. Over the next two years, Fitch projects AES's Holdco-only FFO leverage to be stronger than NEP's, but weaker than Innergex and Brookfield. Unlike its peers, AES does not have a financial sponsor. However, it has a record of conservative capital allocation. Brookfield benefits from the sponsorship from Brookfield Corporation (A-/Stable), which provides robust capital access and liquidity. NEP benefits from its affiliation with NextEra Energy, Inc. (A-/Stable), which is the largest renewable developer in the U.S. Innergex's partnership with Hydro Quebec (AA-/Stable) is smaller scale, but is expected to help Innergex expand in a more sustainable manner. Key Assumptions - 3.6 GW of projects come online in 2024; - No equity issuance in 2024-2025; - Shareholder dividend growth of 2%-3%; - Cash shortfall funded by short-term debt; - Asset sales and investment into subsidiaries in-line with company's guidance for 2024-2025. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Cost overruns or delays of construction projects that result in holdco-only FFO leverage sustaining above 4.5x; - A change in corporate strategy to invest in more speculative, noncontracted assets or a material decline in cash distributions from contracted power-generation assets; - Increase shareholder distributions (dividends or share buybacks) materially beyond Fitch's expectations. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Holdco-only FFO leverage ratio sustains at or below 3.5x. Liquidity and Debt Structure AES has a $1.5 billion committed revolving credit facility (RCF), maturing in September 2027. AES uses its RCF mostly to bridge the timing difference between investments and project distribution. AES's obligations under the RCF are unsecured. As of June 30, 2024, the credit facility had about $736 million available. Debt maturities are manageable. The next debt maturity is $900 million in senior notes due in 2025. The RCF contains one financial covenant, evaluated quarterly, requiring AES to maintain a maximum recourse debt-to-adjusted operating cash flow ratio of 5.75x, with which AES is compliant. Issuer Profile The AES Corporation is a power generation developer and utilities holding company. It owns and operates approximately 35 GW of power generation assets and utilities four continents and 13 countries in 2023. AES is headquartered in Arlington, Virginia. Date of Relevant Committee 27-Jun-2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ The AES Corporation junior subordinated LT BB New Rating AGEAGLE AERIAL: Regains NYSE Listing Compliance ----------------------------------------------- AgEagle Aerial Systems Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company had received a letter on November 6, 2024 from the NYSE American LLC, wherein the NYSE American advised that the Company had regained compliance with its continued listing standard set forth in Section 801(h) and Section 803(B(2)(C) of the Company Guide. The Company was removed from the list of issuers noncompliant with NYSE American corporate governance listing standards posted on https://tinyurl.com/368dv3vh and the BC indicator was removed from the profile, data and news pages of the Company's security. As previously reported, the Company received a letter on January 3, 2023 from the NYSE American stating that it is not in compliance with the continued listing standards set forth in Section 801(h) of the NYSE American Company Guide because the Board was not comprised of at least 50% independent directors and Section 803B(2)(c) of the Company Guide because the Company's Audit Committee is not comprised of at least two independent members. 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. AGEAGLE AERIAL: Restates Financials Due to Accounting Errors ------------------------------------------------------------ AgEagle Aerial Systems Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Audit Committee of the Board of Directors and the Board of Directors, in consultation with management, concluded that the Company's previously issued (i) audited financial statements contained in its Annual Report on Form 10-K for the fiscal years ended December 31, 2023 and December 31, 2022 and (ii) unaudited financial statements contained in its Quarterly Reports on Form 10-Q for each of the quarters ended June 30, 2024, March 31, 2024, September 30, 2023, June 30, 2023 and March 31, 2023 should no longer be relied upon. It was determined that the errors described below require a restatement of the financial statements for each of these prior periods. As a result, the financial statements for each of the Non-Reliance Periods should no longer be relied on. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company's financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon. During the preparation of the Company's consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2024, the Company identified prior period accounting errors resulting from an error in the computation and an overstatement of comprehensive loss due to the inclusion of dividends and deemed dividends that are not considered to be components of comprehensive income (loss). The error in the computation of net loss attributable to common stockholders resulted in an understatement of net loss per common share basic and diluted as presented on our consolidated statements of operations and comprehensive loss. The net loss attributable to common stockholders erroneously excluded accrued cumulative dividends on outstanding Series F preferred stock and deemed dividends resulting from the triggering of down round features embedded within outstanding equity-linked financial instruments. Pursuant to ASC 260 - Earnings Per Share income available to common stockholders shall be computed by deducting dividends accumulated for the period on cumulative preferred stock. Also, the value of the effect of a down round feature shall be recognized in an equity-classified freestanding financial instrument when the down round feature is triggered. That effect shall be treated as a dividend and as a reduction of income available to common stockholders in basic earnings per share. Further, the accrued cumulative dividends and deemed dividends were included as a component of other comprehensive loss. However, pursuant to ASC 220 – Income Statement – Reporting Comprehensive Income items required to be reported as direct adjustments to additional paid-in capital (APIC) and retained earnings are not considered to be components of other comprehensive income (loss). The Company will file an amended Form 10-K, as soon as practicable, for the year ended December 31, 2023, which will include a restated consolidated statement of operations and comprehensive loss for the years ended December 31, 2023 and 2022. The Form 10-K/A will contain in the notes to the consolidated financial statements condensed quarterly statements of operations and comprehensive loss to correct the quarterly information for the periods ended September 30, 2023, June 30, 2023 and March 31, 2023. Further, the Company's Form 10-Q for the three and nine months ended September 30, 2024 will contain in the notes to the consolidated financial statements condensed quarterly statements of operations and comprehensive loss to correct the quarterly information for the periods ended June 30, 2024 and March 31, 2024. The Company is currently in the process of determining the exact amounts and full effect of the errors in the financial statements for each of the Non-Reliance Periods. The Company does not currently expect the errors to change the cash position of the Company as of the end of each Non-Reliance Period. Management is assessing the effect of these Restatements on the Company's internal control over financial reporting and its disclosure controls and procedures. The Company expects to report at least one material weakness following completion of its analysis of the cause of these Restatements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management that the Company's disclosure controls and procedures and internal control over financial reporting are effective. As a result of the material weakness or material weaknesses, the Company believes that its internal control over financial reporting was not effective, and its disclosure controls and procedures were not effective for the Non-Reliance Periods. 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. AIMBRIDGE ACQUISITION: $199MM Bank Debt Trades at 37% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Aimbridge Acquisition Co Inc is a borrower were trading in the secondary market around 63.5 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $199 million Term loan facility is scheduled to mature on February 2, 2026. The amount is fully drawn and outstanding. Aimbridge Acquisition Co Inc owns and operates a chain of hotels. The Company offers its services in the United States. ALGORHYTHM HOLDINGS: Closes $9.5 Million Public Offering -------------------------------------------------------- Algorhythm Holdings, Inc. announced Dec. 6 the closing of its public offering with gross proceeds to the Company of approximately $9.5 million, before deducting placement agent fees and other estimated expenses payable by the Company. The offering comprised of 55,882,352 shares of the Company's common stock (or pre-funded warrants in lieu of shares of common stock). Each share of common stock or pre-funded warrant was sold with one Series A Warrant to purchase one share of common stock at an exercise price of $0.17 per share and one Series B Warrant to purchase one share of common stock at an exercise price of $0.34 per share. The Warrants will become exercisable upon the approval of the Company's stockholders of the issuance of the shares of common stock issuable upon exercise of the Warrants, and certain other provisions of the Warrants. The Series A Warrants will expire on the five-year anniversary of its initial exercise date and the Series B Warrants will expire on the two and one-half-year anniversary of its initial exercise date. The purchase price of each share of common stock and accompanying Warrants was $0.17, and the purchase price of each pre-funded warrant and accompanying Warrants was such price minus $0.01. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes, and for repayment of certain outstanding senior secured notes of the Company. Univest Securities, LLC is acting as sole placement agent for the offering. About Algorhythm Holdings Algorhythm Holdings, Inc. (fka The Singing Machine Company, Inc.) is a holding company for an AI enabled software logistics business operated through its SemiCab Holding subsidiary and a home karaoke consumer products company that designs and distributes karaoke products globally to retailers and ecommerce partners through its Singing Machine subsidiary. Algorhythm stated in its Quarterly Report for the period ended Sept. 30, 2024, that "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." ALGORHYTHM HOLDINGS: Regains Compliance With Nasdaq Equity Rule --------------------------------------------------------------- As previously reported on Form 8-K filed on August 30, 2024, on August 26, 2024, Algorhythm Holdings, Inc. received a notice from The Nasdaq Stock Market LLC indicating that its stockholders' equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 did not meet the minimum of $2,500,000 in stockholders' equity required by NASDAQ Listing Rule 5550(b)(1) for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Equity Rule, the Company submitted a plan to regain compliance with the Equity Rule. NASDAQ accepted its plan and granted the Company an extension through November 14, 2024. During the Company's third quarter ended September 30, 2024, the Company closed a number of transactions, the effect of which, in the aggregate, have caused the Company to regain compliance with the Equity Rule. On June 26, 2024, the Company entered into an At-The-Market Issuance Sales Agreement with Ascendiant Capital markets, LLC, as sales agent, pursuant to which the Company could offer and sell, from time to time, through the Agent shares of the Company's common stock. Through the date of this Current Report, the Company has sold 3,835,500 shares of common stock under the Sales Agreement and received net proceeds of approximately $2,975,615 after payment of brokerage commissions and administrative fees to the agent of approximately $123,045. On July 3, 2024, the Company completed its acquisition of SemiCab, Inc. pursuant to the terms of that certain asset purchase agreement among the Company, its wholly owned subsidiary SemiCab Holdings, LLC, SemiCab, Inc, Ajesh Kapoor and Vivek Sehgal. As partial consideration for the acquisition, the Company issued 641,806 shares of its common stock at $1.15 per share, valued at approximately $738,000. In September 2024, the Company executed a settlement agreement with the Plaintiff in a previously disclosed civil complaint against the Company, OAC 111 Flatiron, LLC and OAC Adelphi, LLC v. MICS Nomad LLC, a subsidiary of the Company. As a result of the settlement, during the three months ended September 30, 2024, the Company wrote off the remaining operating lease liability on the lease and recognized a gain on early termination of the operating lease of approximately $3,874,000. Based upon the closing of the ATM Offering, the Asset Purchase Agreement, and the settlement agreement, and management's preliminary calculation of the Company's results of operations for the quarter ended September 30, 2024, the Company believes that as of November 13, 2024, it has regained compliance with the Equity Rule. Nasdaq has advised the Company that it will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. About Algorhythm Holdings Algorhythm Holdings, Inc. (fka The Singing Machine Company, Inc.) is a holding company for an AI enabled software logistics business operated through its SemiCab Holding subsidiary and a home karaoke consumer products company that designs and distributes karaoke products globally to retailers and ecommerce partners through our Singing Machine subsidiary. According to the Company, as of Sept. 30, 2024, it had cash on hand of approximately $621,000 and deficit working capital of approximately $2,082,000 which is not sufficient to fund the Company's planned operations through one year after the date the consolidated financial statements are issued. The Company has a recent history of recurring operating losses and decreases in working capital. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern within the next 12 months. As of Sept. 30, 2024, Algorhythm Holdings had $19.61 million in total assets, $16.87 million in total liabilities, and $2.74 million in total shareholders' equity. ALK ASPHALT: Gets Interim OK to Use Cash Collateral Until Dec. 17 ----------------------------------------------------------------- ALK Asphalt, LLC received interim approval from the U.S. Bankruptcy Court for the District of Arizona to use its secured creditors' cash collateral until Dec. 17. The interim order signed by Judge Daniel Collins approved the use of cash, including cash subject to pre-bankruptcy security interests, to pay the expenses set forth in the company's interim budget, subject to a 10% variance. The interim budget shows $515, 951.32 in total expenses. As protection, secured creditors were granted replacement liens on ALK Asphalt's post-petition assets to the same extent and with the same validity and priority as their pre-bankruptcy security interests. In addition, secured creditors will receive perfected security interests in the company's deposit accounts with the same priority as their pre-bankruptcy security interests. A final hearing is scheduled for Dec. 17. About ALK Asphalt ALK Asphalt, LLC is a company in Sun City, Ariz., engaged in highway, street and bridge construction. ALK Asphalt sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-09608) on November 8, 2024, with $1 million to $10 million in both assets and liabilities. The petition was signed by Adam Kautman as member. Judge Daniel P. Collins oversees the case. Thomas H. Allen, Esq., at Allen, Jones & Giles, PLC, represents the Debtor as legal counsel. ALTICE USA: Ramya Rao Holds 5.02% Equity Stake ---------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Ramya Rao disclosed beneficial ownership of 13,883,508 shares of Altice USA Inc.'s common stock as of September 30, 2024, representing 5.02% of the shares outstanding. A full-text copy of Barclays' SEC Report is available at: https://tinyurl.com/yw6995hd About Altice USA Inc. Altice USA, Inc. is an American cable television provider. As of June 30, 2024, Altice USA had $32 billion in total assets, $32.4 billion in total liabilities, and $396.7 million in total stockholders' deficiency. * * * As reported by the TCR on May 17, 2024, S&P Global Ratings lowered all its ratings on Altice USA Inc. one notch, including the issuer credit rating to 'CCC+', and removed them from Credit Watch, where it placed them with negative implications on May 2, 2024. The negative outlook reflects that S&P could lower its ratings if the company opts to pursue a debt restructuring over the next year. S&P said, "We believe Altice USA's capital structure is unsustainable. We believe the company is vulnerable to nonpayment long term and depends on favorable business, financial, and economic conditions to meet its financial obligations as they come due in 2027 and beyond. We believe it is more likely than not that Altice USA will enter into a distressed debt restructuring that we consider tantamount to default, or it could face bankruptcy long term." AMATA LLC: Seeks Cash Collateral Access --------------------------------------- Amata, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its employees, operating expenses, and restructuring costs. The Debtor is a company that provides shared office space and related services to legal practitioners in Chicago. Due to a dispute with the landlord of one of its properties, 161 N. Clark St., the Debtor filed for Chapter 11 bankruptcy to protect its business. The dispute arose from significant overcharges for common area maintenance and rent. Additionally, the Debtor has a loan from American Commercial Bank & Trust, secured by its personal property assets. It has a current approximate balance of $1.147 million. The American loan has co0obligors of the Debtor's affiliates, 161-17 NC, LLC; Amata Management, LLC; Amata Holdings, LLC; Amata 77WW, LLC and is guaranteed by the Ronald Bockstahler. The use of cash collateral will allow the Debtor to maintain the collateral of each lender and, most importantly, will allow the Debtor to continue to operate -- which ultimately should result in a better Restructuring outcome. As additional protection, the Debtor agrees to grant the Lender a replacement security interest in all of its assets, senior to all other liens except for specific exceptions, including prior liens and professional fees. This replacement security interest is intended to ensure that Lender is fully protected in the event of a decline in the value of the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=ILsOf3 from PacerMonitor.com. About Amata, LLC Amata, LLC is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-17012) on November 12, 2024. In the petition signed by Ronald Bockstahler as Manager of Amata Holdings, LLC, Sole Member/Manager, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge David D. Cleary oversees the case. Jeffrey C. Dan, Esq., at GOLDSTEIN & McCLINTOCK LLLP, represents the Debtor as legal counsel. AMERICAN RESOURCES: Regains Nasdaq Minimum Bid Price Compliance --------------------------------------------------------------- American Resources Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a letter from the Nasdaq Stock Market stating that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2). The Nasdaq Stock Market determined that American Resources' stock maintained a closing bid price of $1.00 or greater for 12 consecutive business days, from October 25, 2024, to November 11, 2024, and as such, this matter is now closed. About American Resources Corp American Resources Corporation operates through subsidiaries that were formed or acquired in 2020, 2019, 2018, 2016, and 2015 for the purpose of acquiring, rehabilitating, and operating various natural resource assets, including coal used in the steel-making and industrial markets, critical and rare earth elements used in the electrification economy, and aggregated metal and steel products used in the recycling industries. As of June 30, 2024, American Resources had $195,519,282 in total assets, $241,135,129 in total liabilities, and $45,615,847 in total stockholders' deficit. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit, and has continued to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. On May 3, 2024, the Audit Committee of the Company's Board of Directors approved the dismissal of BF Borgers as its independent registered public accounting firm. This decision followed charges by the Securities and Exchange Commission against the firm and its owner, Benjamin F. Borgers, for deliberate and systemic failures to comply with Public Company Accounting Oversight Board (PCAOB) standards. The charges included falsifying audit documentation, misrepresenting compliance with PCAOB standards, and fabricating audit reports. Borgers agreed to a $14 million civil penalty and permanent suspension from practicing before the Commission. On May 10, 2024, the Audit Committee approved the appointment of GBQ Partners LLC as the Company's new independent public accounting firm, effective immediately. AMERICAN TIRE: $1BB Bank Debt Trades at 71% Discount ---------------------------------------------------- Participations in a syndicated loan under which American Tire Distributors Inc is a borrower were trading in the secondary market around 29.4 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $1 billion Term loan facility is scheduled to mature on October 23, 2028. The amount is fully drawn and outstanding. American Tire Distributors, Inc. distributes motor vehicle parts. The Company offers custom wheels, tires, and other related products. American Tire Distributor serves customers in the United States. AMG CRITICAL: S&P Downgrades ICR to 'B' on High Leverage -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on lowered its issuer credit rating on AMG Critical Materials N.V. (AMG) to 'B' from 'B+.' S&P also lowered its issue-level rating on the company's senior secured credit facility to 'B+' from 'BB-' and on the unsecured tax-exempt revenue bonds to 'CCC+' from 'B-'. The recovery ratings, remain '2' and '6', respectively. S&P said, "The stable outlook reflects our expectation of sustained weakness in credit metrics in fiscal 2025 before a modest recovery in lithium prices in fiscal 2026 could spur some improvement in leverage and cash flows. to 'B' from 'B+.' "We also lowered our issue-level rating on the company's senior secured credit facility to 'B+' from 'BB-' and on the unsecured tax-exempt revenue bonds to 'CCC+' from 'B-'. The recovery ratings, remain '2' and '6', respectively. "The stable outlook reflects our expectation of sustained weakness in credit metrics in fiscal 2025 before a modest recovery in lithium prices in fiscal 2026 could spur some improvement in leverage and cash flows. "The downgrade reflects our expectation of a protracted period of weaker credit metrics driven by low lithium prices." AMG's debt to EBITDA deteriorated sharply to 7.3x on a rolling 12-month basis as of Sep. 30, 2024, compared to about 1.3x in the same period last year. S&P expects leverage will deteriorate to the higher end of the 7x-8x range in fiscal 2024, with the potential to remain elevated in 2025 as lithium prices could remain depressed for longer due to overcapacity and weaker-than-expected demand. The weak leverage is mainly driven by lower lithium prices that will result in S&P Global Ratings' adjusted EBITDA declining by about 70% to $90 million-$110 million in fiscal 2024 compared to fiscal 2023. The Platts-assessed seaborne lithium carbonate price fell to about $10,000 in October 2024, compared with about $66,000 in early 2023, depressing year-to-date earnings from AMG Lithium, a segment that accounted for about 63% and 68% of EBITDA in fiscal 2022 and 2023, respectively. Furthermore, S&P believes adjusted debt could increase by about 25%-30% as incremental debt of $100 million was added in the first half of 2024 and expected lower cash balances could increase our net debt calculation. AMG's EBITDA could rise moderately to $120 million-$140 million in fiscal 2025 despite likely depressed lithium prices as the company benefits from additional volumes from completed growth capital projects in Brazil and Germany. However, free cash flow deficits could persist in fiscal 2025, which together with company's consistent shareholder returns policy will reduce its cash balances further and increase our adjusted net debt calculation in fiscal 2025. Hence, leverage could remain elevated above 5x in fiscal 2025 before a recovery in fiscal 2026. AMG will generate significant cash flow deficits but has enough liquidity to support operations over the next 12-24 months S&P said, "We expect free cash flow will turn negative in 2024, mainly driven by lower earnings and substantial capex as the company completes some growth projects. We expect capex to decline by about 20% to $100 million in 2025 as the ramp up associated with the lithium concentrate plant expansion to 130,000 tons from 90,000 tons annually is complete and the company finalizes construction of its lithium hydroxide refinery in Bitterfeld, Germany. The Bitterfeld facility is now in the commissioning, ramp-up and customer qualification phase and could add some incremental tons over the next 12 – 24 months depending on market conditions. The reduced capex, combined with AMG's solid cash balance of about $272 million and full availability under its $200 million revolving credit facility as of Sept. 30, 2024, will provide liquidity support over the next 12-24 months, should the downturn in lithium prices persist further than expected." AMG's low-cost operations and product diversity may help mitigate the weakness in lithium markets. Unlike some producers, AMG produces tantalum as a by-product from its spodumene operations at the Mibra mine in Brazil. The company offsets proceeds from the sale of tantalum against cost of lithium production, maintaining its advantage as a low-cost producer in the current weak lithium market. As a result, the company still produces spodumene at a profit at the current price levels, which continues to squeeze producer margins, with about 25% of producers loss making and some suspended operations. At the same time, some low-cost producers continue with expansion projects. For example, AMG completed its spodumene expansion program in 2024, which will increase production by 44%. As a result, the market imbalance due to lithium oversupply may persist longer than anticipated with the attendant low prices. S&P expects AMG non-lithium business will continue to provide some earnings stability over the next 12-24 months, partly mitigating the weak performance in AMG Lithium. For example, higher pricing for antimony and graphite continues to drive higher earnings and margins in AMG Technologies. Additionally, AMG Technologies' backlog of orders remains robust, growing by about 24% to $367 million as of Sept. 30, 2024 compared to Dec. 31, 2023. As a result, S&P expects the non-lithium business will now account for over 80% of EBITDA in fiscal 2024 and 2025. The stable outlook reflects S&P's expectation of sustained weakness in credit metrics over the next 12 months before a modest recovery in lithium prices propels earnings and positive cash flow generation in fiscal 2026. It expects leverage will remain elevated in the 6x-7x range over the next 12 months. S&P could downgrade AMG if the company's liquidity cushion declined due to prolonged market weakness while leverage remains elevated with no near-term recovery in sight. In such scenario, S&P would expect: -- Liquidity sources exceeding uses by less than 1.2x; -- Sustained negative free cash flow generation; and -- Leverage sustained above 5x. S&P could raise its ratings on AMG if profitability and cash flows improve quicker than expected. In such a scenario S&P would expect: -- Debt to EBITDA sustained below 4x; and -- Free cash flow to debt of at least 5%. ANASTASIA PARENT: $650MM Bank Debt Trades at 31% Discount --------------------------------------------------------- Participations in a syndicated loan under which Anastasia Parent LLC is a borrower were trading in the secondary market around 69.4 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $650 million Term loan facility is scheduled to mature on August 11, 2025. The amount is fully drawn and outstanding. Anastasia Parent, LLC is the parent company of Anastasia Beverly Hills, Inc., a prestige cosmetics brand that focuses on eyebrow shaping products. AOG TRUCKING: Gets Interim OK to Use Cash Collateral Until Jan. 29 ------------------------------------------------------------------ AOG Trucking, Inc. received third interim approval from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral. The court granted AOG Trucking, Inc. interim authorization to use cash collateral through January 29, 2025, for essential expenses outlined in the approved budget, including contractor payments, payroll, fuel, and insurance. Creditors with pre-petition liens on cash collateral will maintain the same lien priority and validity post-petition, without needing additional documentation. The order does not affect the rights of the U.S. Trustee or any future creditors' committee to challenge liens or assert claims. The Debtor projects total expenses, on a monthly basis, as follows: $99,841.00 for Oct. 18 to Nov. 17, 2024 and, $11,900 for adequate protection payments. A continued hearing is set for January 29, 2025, at 9:30 a.m. About AOG Trucking Inc. AOG Trucking Inc. is a transportation and trucking company specializing in the aviation & aerospace sectors. Its services include transporting large commercial airline engines and major flight structures, but its expertise extends beyond flight equipment to include Ground Support Equipment (GSE), and encompassing over-dimensional loads. AOG Trucking Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02050) on July 17, 2024. In the petition filed by R. Brian Butler, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Jason A. Burgess oversees the case. The Debtor is represented by: Thomas Adam, Esq. ADAM LAW GROUP, PA 2258 Riverside Ave Jacksonville, FL 32204 Email: tadam@adamlawgroup.com APPLE CENTRAL: Hires GM Law PC as Special Litigation Counsel ------------------------------------------------------------ Apple Central KC, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ GM Law PC as special litigation counsel. The Debtor requires the services of special litigation counsel to investigate and possibly prosecute its causes of action against Debtor's franchisor, Applebee's Franchisor, LLC and/or its affiliates and to defend against claims made against the Debtor. The services to be provided include the customary services required to litigate a lawsuit to full resolution. The current hourly rates for the primary attorneys and paralegals whom it is anticipated will work on this case are: William Beil $600 Jason Hans $600 Paralegals $170 William Beil, shareholder of GM Law PC, assured the court that the firm and its shareholders are disinterested parties as defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: William D. Beil, Esq. GM Law PC 1201 Walnut, 20th Floor Kansas City, MO 64106 Tel: (816) 471-7700 Fax: (816) 471-2221 Email: billb@gmlawpc.com About Apple central KC, LLC Apple Central KC LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 24-21427) on October 30, 2024. In the petition signed by Michael Rummel, authorized signatory, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Frank Wendt, Esq., at Brown & Ruprecht, PC represents the Debtor as counsel. APPLIED DNA: Bruce Grossman Lowers Stake to Less Than 1% -------------------------------------------------------- Bruce Grossman disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, he beneficially owned Less than 1% of Applied DNA Sciences, Inc.'s common stock. The shares of Common Stock indirectly beneficially owned by Mr. Grossman and directly owned by Dillon Hill Capital, LLC. Mr. Grossman may be reached at: c/o Dillon Hill Capital LLC 200 Business Park Drive, Suite 306 Armonk, NY 10504 A full-text copy of Mr. Grossman's SEC Report is available at: https://tinyurl.com/3nkwhf2r About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com/ -- is a biotechnology company developing and commercializing technologies to produce and detect deoxyribonucleic acid and ribonucleic acid. Using polymerase chain reaction to enable the production and detection of DNA and RNA, the Company currently operates in three primary business markets: (i) the enzymatic manufacture of synthetic DNA for use in the production of nucleic acid-based therapeutics (including biologics and drugs) and, through our recent acquisition of Spindle, the development and sale of a proprietary RNA polymerase for use in the production of mRNA therapeutics; (ii) the detection of DNA and RNA in molecular diagnostics and genetic testing services; and (iii) the manufacture and detection of synthetic DNA for industrial supply chain security services. Applied DNA Sciences reported a net loss of $10.02 million for the 12 months ended Sept. 30, 2023, compared to a net loss of $8.27 million for the 12 months ended Sept. 30, 2022. As of June 30, 2024, the Company had $16.69 million in total assets, $4.46 million in total liabilities, and $12.23 million in total equity. Going Concern "The Company has recurring net losses. The Company incurred a net loss of $3,774,563 and generated negative operating cash flow of $10,462,332 for the nine-month period ended June 30, 2024. At June 30, 2024, the Company had cash and cash equivalents of $10,442,131. These factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these financial statements," Applied DNA said in its Quarterly Report for the period ended June 30, 2024. APPLIED DNA: Has Until May 2025 to Regain Nasdaq Compliance ----------------------------------------------------------- Applied DNA Sciences, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's common stock, par value $0.001 per share for the 31 consecutive business days from September 27, 2024 to November 11, 2024, the Company no longer meets the requirements of the Bid Price Rule. The Notification Letter does not impact the Company's listing on The Nasdaq Capital Market at this time. The Notification Letter states that the Company has 180 calendar days, or until May 12, 2025, to regain compliance with the Bid Price Rule. To regain compliance, the bid price of the Company's Common Stock must have a closing bid price of at least $1.00 per share for a minimum of ten (10) consecutive business days, with a longer period potentially required by the staff of Nasdaq. If the Company does not regain compliance with the Bid Price Rule by May 12, 2025, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary, no later than 10 business days prior to May 12, 2025. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Staff's determination to delist its securities, but there can be no assurance the Staff would grant the Company's request for continued listing. As previously reported on its current report on Form 8-K on October 31, 2024, the Company closed on such date an offering of its securities. Pursuant to the securities purchase agreement entered into in connection with the Offering the Company is required to effect a reverse stock split of its outstanding shares of Common Stock if, at any time after the Stockholder Approval Date, it is not in compliance with the Bid Price Rule and has received a deficiency letter from Nasdaq. The Company must effect the Reverse Stock Split within 30 days of the Stockholder Approval Date; provided that if within such 30-day period the Company regains compliance with the Bid Price Rule, the Company shall have no obligation to effect the Reverse Stock Split. The Company intends to implement a reverse stock split of its outstanding securities to regain compliance with the Bid Price Rule and to comply with the provisions of the Purchase Agreement, unless the Company otherwise regains compliance with the Bid Price Rule within 30 days of the Stockholder Approval Date. About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com/ -- is a biotechnology company developing and commercializing technologies to produce and detect deoxyribonucleic acid and ribonucleic acid. Using polymerase chain reaction to enable the production and detection of DNA and RNA, the Company currently operates in three primary business markets: (i) the enzymatic manufacture of synthetic DNA for use in the production of nucleic acid-based therapeutics (including biologics and drugs) and, through our recent acquisition of Spindle, the development and sale of a proprietary RNA polymerase for use in the production of mRNA therapeutics; (ii) the detection of DNA and RNA in molecular diagnostics and genetic testing services; and (iii) the manufacture and detection of synthetic DNA for industrial supply chain security services. Applied DNA Sciences reported a net loss of $10.02 million for the 12 months ended Sept. 30, 2023, compared to a net loss of $8.27 million for the 12 months ended Sept. 30, 2022. As of June 30, 2024, the Company had $16.69 million in total assets, $4.46 million in total liabilities, and $12.23 million in total equity. Going Concern "The Company has recurring net losses. The Company incurred a net loss of $3,774,563 and generated negative operating cash flow of $10,462,332 for the nine-month period ended June 30, 2024. At June 30, 2024, the Company had cash and cash equivalents of $10,442,131. These factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these financial statements," Applied DNA said in its Quarterly Report for the period ended June 30, 2024. AURORA MEDICAL: Plan Filing Deadline Extended to Jan. 10, 2025 -------------------------------------------------------------- Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle District of Florida extended Aurora Medical Group Corp.'s period to file disclosure statement and chapter 11 plan of reorganization January 10, 2025. As shared by Troubled Company Reporter, the Debtor has an extensive accounts receivable (over $2,000,000.00) and has recently met with a collection agent that is specific to collecting medical debt from insurance companies and individuals. An analysis of the receivables has been conducted by the collection agent, and the analysis along with a proposed agreement for collection of the receivables has been provided to the Debtor. The Debtor explains that the proposed agreement is contingency based; however, it provides for a possible non-recourse purchase offer to buy the entire portfolio after an initial 45-day contingency period, which would also require Court approval. Based on the variables, the Debtor cannot timely formulate its plan before October 11, 2024, and requests an additional 90 days to on or before January 10, 2025 to file its Disclosure Statement and Plan of Reorganization. The Debtor claims that the extension of the deadline will allow the Debtor to obtain Court approval to formally engage the collection agent, and after such engagement is commenced, allow for the 45 day contingency period to run to determine if the Debtor should allow an outright purchase of the receivables (requiring additional Court approval), or if the Debtor should simply continue on a contingency basis. Aurora Medical Group Corp., is represented by: Chad Van Horn, Esq. Courtney Milam, Esq. Van Horn Law Group, P.A. 500 NE 4th Street #200 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 Email: Chad@cvhlawgroup.com About Aurora Medical Group Aurora Medical Group Corp. is a medical group that offers cosmetic surgery including liposuction, J plasma renuvion, abdominoplasty, brachioplasty, radiesse, fat transfer, vaginal rejuvenation, botox, fillers, laser hair removal, facials, among other services. Aurora Medical Group Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03353) on June 13, 2024. In the petition signed by Anisley Lanza Diaz, president, the Debtor disclosed total assets of $2,348,816 and total liabilities of $1,308,359. Judge Roberta A. Colton oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A. serves as the Debtor's counsel. AVENIR WELLNESS: Incurs $541K Net Loss in Third Quarter ------------------------------------------------------- Avenir Wellness Solutions, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $541,000 on $192,000 of total revenue for the three months ended Sept. 30, 2024, compared to a net loss of $2.22 million on $1.01 million of total revenue for the same period in 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $2.73 million on $919,000 of total revenue, compared to a net loss of $3.42 million on $3.22 million of total revenue for the nine months ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $748,000 in total assets, $13.30 million in total liabilities, and a total stockholders' deficit of $12.55 million. As of Sept. 30, 2024, the Company had $11,000 of cash on hand, had an accumulated deficit of $126.1 million and a working capital deficit of $13.1 million. The Company's operating activities consume a portion of its cash resources. Avenir Wellness stated, "We anticipate that we will continue to incur operating losses and negative cash flows from operations as we execute our strategic and business development initiatives. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company may need to complete additional equity or debt financings to fully execute its business plans and strategies." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1643301/000147793224007414/avrw_10q.htm About Avenir Wellness Headquartered in Sherman Oaks, CA, Avenir Wellness Solutions, Inc., including its wholly-owned subsidiary, The Sera Labs, Inc., is a broad platform technology company focusing on the development of nutraceutical formulation and delivery technologies in novel dosage forms to improve efficacy and enhance wellness. The Company's mission is to improve lives by redefining how active ingredients are delivered and experienced by consumers. The Company's primary business model is to develop health, wellness and beauty products using its proprietary formulations and technology as well as incubate new technologies for commercial exploitation through product development of new products to be sold under existing or new proprietary brands through Sera Labs and the licensing and/or sale of the rights to such technologies to third parties for their use. Development may include the conduction of clinical trials for substantiation of efficacy of its products. Urish Popeck & Co., LLC, based in Pittsburgh, Pa., the Company's auditor since 2023, issued a "going concern" qualification in its report dated May 16, 2024, citing that the Company has suffered recurring losses from operations, has an accumulated deficit, negative stockholders' equity, a working capital deficit, and expects future losses. These conditions raise substantial doubt about its ability to continue as a going concern. AVINGER INC: Intracoastal Capital, Two Others Hold 4.99% Stake -------------------------------------------------------------- Intracoastal Capital LLC, Mitchell P. Kopin, and Daniel B. Asher disclosed in Schedule 13G Report filed with the U.S. Securities and Exchange Commission that they beneficially owned shares of Avinger Inc.'s common stock. As of the close of business on September 30, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 152,118 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 4.99% of the Common Stock, based on: (1) 2,896,350 shares of Common Stock outstanding as of September 30, 2024 as reported by the Issuer, plus (2) 152,118 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes: (I) 149,086 shares of Common Stock issuable upon exercise of Intercoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (II) 301,204 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 301,204 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (IV) 7,083 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 910,695 shares of Common Stock. Intracoastal Capital LLC may be reached at: Mitchell P. Kopin, Manager 245 Palm Trail Delray Beach Fla. 33483 Tel: 847-562-9030 A full-text copy of Intracoastal Capital's SEC Report is available at: https://tinyurl.com/397n5wa2 About Avinger Inc. Headquartered in Redwood City, Calif., Avinger, Inc. -- http://www.avinger.com/-- is a commercial-stage medical device company that designs and develops the first image-guided, catheter-based system for the diagnosis and treatment of patients with vascular disease in the peripheral and coronary arteries. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox series of imaging consoles, the Ocelot and Tigereye family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices for the treatment of peripheral artery disease (PAD), estimated to affect more than 200 million people worldwide. Avinger is developing its first product application for the treatment of coronary artery disease (CAD), an image-guided system for CTO-crossing in the coronary arteries, which provides the opportunity to redefine a large and underserved market. Avinger reported a net loss applicable to common stockholders of $18.32 million for the year ended Dec. 31, 2023, compared to a net loss applicable to common stockholders of $27.24 million for the year ended Dec. 31, 2022. San Francisco, Calif.-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. As of September 30, 2024, Avinger had $13.6 million in total assets, $9.7 million in total liabilities, and $3.9 million in total stockholders' equity. AVON PRODUCTS: Davis Polk Advises Natura on $125-Mil. Sale ---------------------------------------------------------- Davis Polk is advising Natura &Co Holding S.A. and certain of its affiliates in connection with the chapter 11 proceedings of its non-operational subsidiary Avon Products, Inc. (API) and other non-operational Avon entities, including Natura's coordinated settlement of the Avon debtors' bankruptcy estate claims and a $125 million credit bid for substantially all of the Avon debtors' assets. Following the Avon debtors' August 2024 voluntary chapter 11 filings in the United States Bankruptcy Court for the District of Delaware, the Avon debtors sought bankruptcy court approval for a settlement with Natura &Co and for Natura &Co to serve as stalking horse bidder with a credit bid of $125 million for substantially all of the Avon debtors' assets. The official committee of unsecured creditors appointed in the Avon debtors' cases objected to the proposed Natura &Co. settlement and sale and filed motions seeking (a) to dismiss the Avon debtors' bankruptcy cases and (b) derivative standing for the committee to pursue estate causes of action. Negotiations among Natura &Co, the Avon debtors and the committee resulted in the committee withdrawing its various objections and motions in exchange for a revised global settlement, pursuant to which Natura &Co agreed to, among other things, (i) increase cash contributions to the Avon debtors' estates to approximately $34 million, (ii) fund in full the DIP financing, (iii) waive all secured and unsecured claims not being credit bid and (iv) leave certain other assets in the Avon debtors estate as part of the sale. Both the global settlement and the credit bid sale were approved by the Honorable Craig T. Goldblatt at a hearing on December 4, 2024. Following the bankruptcy court's approval of the settlement and sale, the Avon debtors expect to seek approval of a chapter 11 plan of liquidation to distribute their remaining assets to general unsecured creditors. API is the non-operational holding company of the Avon beauty brand and of Avon operations outside the United States, which include more than 50 countries in five continents. Natura &Co is a Brazilian cosmetics company, headquartered in São Paulo. Natura &Co connects more than 200 million clients worldwide, engaging them through nearly seven million dedicated consultants and representatives, 900 stores and franchises and 19,000 employees The Davis Polk restructuring team includes partner Darren S. Klein, counsel Josh Sturm and associates Amber Leary, Mariya Dekhtyar and Kevin L. Winiarski. The litigation team includes partner Elliot Moskowitz, counsel Marc J. Tobak and associates James C. Butler, Christina Costello and Thomas Hislop. The mergers and acquisitions team includes partner Michael Senders and associate Andrew R. Board. The finance team includes partner David J. Kennedy and associate Anmol Sheth. The intellectual property team includes partner Frank J. Azzopardi and associate Lachlan J. Forrester. Partner Manuel Garciadiaz is providing corporate advice. Members of the Davis Polk team are based in the New York and São Paulo offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About AIO US and Avon Products AIO US Inc., Avon Products Inc, and some of its affiliates are manufacturers and marketers of beauty, fashion, and home products with operations and customers across the globe. AIO US and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11836) on Aug. 12, 2024. In the petition filed by Philip J. Gund as chief restructuring officer, AIO US disclosed $1 billion to $10 billion in assets and debt. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP are counsel to the Debtors. Ankura Consulting Group LLC serves as restructuring advisor to the Debtors. Rothschild & Co US Inc is the Debtors' investment banker and financial advisor. Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. BELMONT TRADING: Hires Graff Blanski & Kim PC as Accountant ----------------------------------------------------------- Belmont Trading Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Graff, Blanski & Kim, PC as accountant. The firm will continue the preparation of tax returns. The Debtor has complicated tax returns due to its former operations in other countries through subsidiaries and operations in Mexico. The firm will will charge a flat rate of $6,600 for the preparation of the tax returns. David Wacht, CPA, tax manager at Graff, Blanski & Kim, PC, disclosed in the court filings that his firm is a "disinterested person' as such term is defined in Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: David T. Wacht, CPA Graff, Blanski & Kim, PC 2 Northfield Plaza Suite 200 Northfield, IL 60093 Tel: (847) 881-2540 Fax: (847) 881-2549 About Belmont Trading Co., Inc. Belmont Trading Co., Inc. offers full-service value recovery and recycling services for mobile devices. The Debtor processes retired mobile devices and remarket and resell them. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12083) on September 12, 2023. In the petition signed by Igor Boguslavsky, president, the Debtor disclosed $2,575,764 in assets and $15,773,104 in liabilities. Judge Janet S. Baer oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. BESTWALL LLC: Cancer Claimant Amici Criticizes Two-Step Chapter 11 ------------------------------------------------------------------ Alex Wittenberg of Law360 reports that a group of injury claimants in separate insolvency proceedings has urged the Fourth Circuit to dismiss Georgia-Pacific unit Bestwall's attempt to manage asbestos liabilities through a controversial "Texas two-step" Chapter 11 case. In their brief, the claimants argued that the strategy is "grotesquely inequitable" and "plainly at odds" with the principles of bankruptcy law, according to report. About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. On Nov. 2, 2017, Bestwall sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The committee retained Montgomery McCracken Walker & Rhoads, LLP as legal counsel; and Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in the Debtor's case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP, as legal counsel; Hull & Chandler, P.A., as local counsel; Ankura Consulting Group, LLC, as claims evaluation consultant; and FTI Consulting, Inc., as financial advisor. BIG FEET: Gets Final OK to Use Cash Collateral ---------------------------------------------- Big Feet, Inc. received final approval from the U.S. Bankruptcy Court for the Western District of Washington to use the cash collateral of KeyBank National Association. The final order authorized the company to use its secured creditor's cash collateral to pay its operating expenses until Feb. 13, 2025, or until the effective date of a confirmed Chapter 11 plan of reorganization, whichever is earlier. As protection, KeyBank was granted replacement liens on and security interests in all post-petition collateral of the company to the same extent and with the same validity and priority as its pre-bankruptcy liens. KeyBank holds secured claims against the company totaling $1.43 million. About Big Feet Inc. Big Feet, Inc. manufactures onesies, footed pajamas, loungewear, athleisure, and sleepwear for adults and children. Big Feet sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 24-12880) on November 12, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Timothy W. Dore presides over the case. The Debtor is represented by Jason E. Wax, Esq., at Bush Kornfeld, LLP. BIOLASE INC: SSG Served as Investment Banker in Asset Sale ---------------------------------------------------------- SSG Capital Advisors, LLC served as the investment banker to BIOLASE, Inc. in the sale of substantially all assets to MegaGen Implant Co., Ltd. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in November 2024. Founded in 1984 and based in Foothill Ranch, California, BIOLASE develops, manufactures, markets and sells laser systems for dentists in the United States and internationally. The Company's proprietary laser systems support a wide range of minimally invasive dental procedures through BIOLASE's all-tissue and soft-tissue-focused product lines. Since its founding, the Company has sold over 47,700 lasers in 80+ countries around the world and is the recognized leader in the industry. SSG was retained in August 2024 as BIOLASE's investment banker to advise on strategic alternatives, including a sale of the business. In order to preserve liquidity and maintain operations, BIOLASE elected to file for protection under Chapter 11 of the U.S. Bankruptcy Code on October 1, 2024. Prior to the filing, SSG conducted an expedited marketing process that targeted a broad universe of potential investors. A Stalking Horse buyer emerged after extensive diligence coordination and negotiations, and the Court approved the Stalking Horse Bid from Sonendo, Inc. of $14.0 million, plus the assumption of certain operating liabilities, in conjunction with the bid procedures. SSG commenced a comprehensive, post-petition marketing process to solicit competing offers to the Stalking Horse Bid, and field additional offers for the Company's remaining assets. A qualified overbid was received from MegaGen. An auction was held on November 4, 2024, and produced multiple rounds of bidding, which increased the Stalking Horse Bid by over 40%. The final bid from MegaGen was deemed to be the highest and best offer, at a gross purchase price of $20.05 million in cash, plus the assumption of certain operating liabilities. SSG's special situations expertise, experience running expedited processes to potential buyers worldwide and knowledge of the medical device industry generated a competitive auction environment that maximized stakeholder value and preserved the business as a going concern. MegaGen is a global leader in dental implant solutions, renowned for its innovative technology and commitment to advancing oral health care. Headquartered in South Korea, MegaGen provides cutting-edge products and services to dental professionals worldwide, enhancing patient outcomes through superior quality and precision. Other professionals who worked on the transaction include: * Joshua D. Morse, Allison M. Leopold Tilley, Dania Slim, Claire K. Wu, Caroline Tart and Jon Schreiber of Pillsbury Winthrop Shaw Pittman LLP, co-counsel to BIOLASE, Inc.; * M. Blake Cleary, Brett M. Haywood, Maria Kotsiras, Shannon Forshay and Sarah Gladieux of Potter Anderson & Corroon LLP, co-counsel to BIOLASE, Inc.; * J. Michael Issa and Wen Tan of B. Riley Advisory Services, financial advisor to BIOLASE, Inc.; * Rafael X. Zahralddin, Minyao Wang, Ryan P. Kennedy, and Scott Lee of Lewis Brisbois Bisgaard & Smith LLP, co-counsel to MegaGen Implant Co., Ltd.; * Hyung Ki Lee, Hyung Joon Park and Jong In Jun of Yulchon LLC, co-counsel to MegaGen Implant Co., Ltd.; * Daren R. Brinkman and Jory Cook of Brinkman Law Group, PC, co-counsel to the Official Committee of Unsecured Creditors; * Scott J. Leonhardt of Esbrook P.C., co-counsel to the Official Committee of Unsecured Creditors; and * Joshua Nahas, Tabish Rizvi, Gary Lipson and Gregory Hill of Dundon Advisers, LLC, financial advisor to the Official Committee of Unsecured Creditors. About Biolase Inc. Biolase, Inc., a company in Foothill Ranch, Calif., and its affiliates manufacture and market dental laser systems. Biolase's proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. Biolase and its affiliates filed Chapter 11 petitions (Bankr. D.Del. Lead Case No. 24-12245) on Oct. 1, 2024. John Beaver, president and chief executive officer, signed the petitions. The Debtors reported total assets of $30,641,000 and total liabilities of $32,767,000 as of June 30, 2024. Judge Karen B. Owens oversees the cases. The Debtors tapped Potter Anderson & Corroon, LLP, and Pillsbury Winthrop Shaw Pittman, LLP as legal counsel; SSG Capital Advisors as investment banker; and B. Riley Financial, Inc. as financial advisor. Epiq Corporate Restructuring, LLC, is the Debtors' administrative advisor and claims and noticing agent. BIOSIG TECHNOLOGIES: Regains Compliance With Nasdaq Bid Price Rule ------------------------------------------------------------------ BioSig Technologies, Inc. has received notice from the Nasdaq Listing Qualifications staff informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). To regain compliance with the Rule, the Company's common stock was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive business days; on November 13, 2024, Nasdaq informed the Company it achieved compliance with this Rule. Therefore, Nasdaq considers the prior bid price deficiency matter now closed. BioSig's CEO, Anthony Amato stated, "We are thrilled with the outpour of support and enthusiasm for our Company's relisting to the Nasdaq and for its continued success. We greatly appreciate the opportunities we have been given and we will continually make great efforts toward increasing shareholder value." About BioSig Technologies Westport, Conn.-based BioSig Technologies, Inc. was initially incorporated on February 24, 2009, under the laws of the State of Nevada and subsequently re-incorporated in the state of Delaware in 2011. The Company is principally devoted to improving the standard of care in electrophysiology with its PURE EP System's enhanced signal acquisition, digital signal processing, and analysis during ablation of cardiac arrhythmias. Going Concern As of June 30, 2024, the Company had cash of $2.1 million and working capital deficit of $0.6 million. During the six months ended June 30, 2024, the Company used net cash in operating activities of $2.8 million. These balances create a liquidity concern, which in turn raises substantial doubt about the Company's ability to continue as a going concern. The Company has experienced losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. As of June 30, 2024, BioSig had $3.1 million in total assets, $3 million in total liabilities, $105,000 in Series C 9% convertible preferred stock, and $11,000 in total equity. BLUEWORKS CORP: Updates Restructuring Plan Disclosures ------------------------------------------------------ Blueworks Corporation, submitted a Disclosure Statement for the Amended Plan of Reorganization dated November 6, 2024. With the Chapter 11 Case ongoing, the Debtor is also able to analyze and implement its financial plan for calendar year 2025, a process normally occurring in November of the preceding calendar year, without the distraction and disruption of the District Court Case, which dominated and distracted the Debtor in November 2023, causing in part the outlier sales year experienced in 2024. The Debtor's liabilities include claims for administrative expenses; claims for payroll; claims by its legal professionals; claims by NBCF; claims by Hayward; claims by insiders; and various other trade claims. The Plan addresses each of these classes of claims. The Plan proposes Distributions to pay Allowed Claims based on the Debtor's Net Income to be calculated by the Plan Administrator after deducting the cost of goods sold, expenses, and taxes, according to generally accepted accounting principles. The Debtor has also proposed a floor for Net Income in its Plan so that Net Income shall not be less than $44,893 for 2025; $256,734 for 2026; and $329,026 for 2027. For the avoidance of doubt, should the Debtor's financial performance (and therefore the Plan Administrator's calculation of Net Income) exceed such amounts, the Net Income for the particular plan year shall be the higher amount. Class 3 consists of the Allowed Judgment Claim. Unless otherwise agreed by the Holder of the Allowed Judgment Claim and the applicable Debtor or Reorganized Debtor, the Holder of the Allowed Judgment Claim shall receive treatment in accordance with Option A or B at the sole option of the applicable Debtor or Reorganized Debtor as applicable. * Option A: In the case of an Appellate Award, the Holder of the Allowed Judgment Claim shall be paid by the Reorganized Debtor such Holder's Pro Rata Share based on the Appellate Award of the Reorganized Debtor's Net Income upon each Distribution Date in pari passu with Class 5 in annual installments for the years ending in 2025, 2026, and 2027, with payments being made on or before June 30, 2026; June 30, 2027; and June 30, 2028, unless the Allowed Judgment Claim is paid in full prior to such Distribution Date. -- Should the Debtor or Reorganized Debtor pursue any appellate rights and should a Distribution Date or Distribution Dates occur before any Appellate Award, the Reorganized Debtor shall escrow an amount equal to the Allowed Judgment Claim Holder's Pro Rata Share (based on the Allowed Judgment Claim) of the Reorganized Debtor's Net Income upon such Distribution Date to be reconciled against any Appellate Award and paid to the Holder of the Allowed Judgment Claim thirty days following such reconciliation. * Option B: Should the Debtor decline to appeal the Judgment and decline to defend a Hayward appeal of the Judgment or of any other order entered in the District Court Case with such decision to be made before the first Distribution Date, the Holder of the Allowed Judgment Claim shall be paid by the Reorganized Debtor such Holder's Pro Rata Share of the Reorganized Debtor's Net Income upon each Distribution Date in pari passu with Class 5 in annual installments for the years ending in 2025, 2026, and 2027 with payments being made on or before June 30, 2026; June 30, 2027; and June 30, 2028; unless the Allowed Judgment Claim is paid in full prior to such Distribution Date. Like in the prior iteration of the Plan, each Holder of an Allowed Unsecured Claim shall be paid by the Reorganized Debtor such Holder's Pro Rata Share of the Reorganized Debtor's Net Income upon each Distribution Date in pari passu with Class 4 in annual installments for the years ending in 2025, 2026, and 2027 with payments being made on or before June 30, 2026; June 30, 2027; and June 30, 2028; unless the Allowed Unsecured Claims are paid in full prior to such Distribution Date. The Plan contemplates that the Debtor's assets will vest in the Reorganized Debtor on the Effective Date of the Plan. Chen will continue to act as an officer and director of the Debtor and Reorganized Debtor. Chen's annual compensation will be $150,000.00, however, Chen will voluntary reduce his compensation to $50,000 annually until all payments are made as required by the Plan. On and after the Effective Date, Chen will retain his Equity Interest in the Reorganized Debtor in return for waiving his prepetition claim to payroll. The H. Sun Equity Interest shall be deemed cancelled on the Effective Date, and H. Sun shall not receive or retain any property, rights, or interests of any nature whatsoever under the Plan on account of the H. Sun Equity Interest. A full-text copy of the Disclosure Statement dated November 6, 2024 is available at https://urlcurt.com/u?l=QxXwOm from PacerMonitor.com at no charge. Counsel to the Debtor: Matthew L. Tomsic, Esq. Natalie E. Kutcher, Esq. Ashley B. Oldfield, Esq. Rayburn Cooper & Durham, P.A. 1200 Carillon, 227 W. Trade St. Charlotte, NC 28202 Telephone: (704) 334-0891 Email: mtomsic@rcdlaw.net About Blueworks Corporation Blueworks Corp. specializes in developing and manufacturing a comprehensive range of swimming pool equipment. Products include Salt Chlorinator, Salt Chlorinator Cell Replacement, Saltwater System Parts, Pool Light, Pool Alarm, Pool Timer, Pool Pump and more. Blueworks Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 24-30494) June 11, 2024. In the petition signed by Michael Bowers, as CRO, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by Matthew L. Tomsic, Esq. at RAYBURN COOPER & DURHAM, P.A. Platinum Intellectual Property, PC as special corporate counsel. Shumaker, Loop & Kendrick, LLP as special counsel. CAMBER ENERGY: Swings to $34.77 Million Net Loss in Fiscal Q3 ------------------------------------------------------------- Camber Energy, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $34,771,681 on $7,198,012 of total revenue for the three months ended September 30, 2024, compared to a net loss of $7,877,344 on $10,131,070 of total revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $63,944,509 on $25,410,505 of total revenue, compared to a net loss of $10,785,683 on $24,407,583 of total revenue for the same period in 2023. As of September 30, 2024, the Company had a stockholders' deficit of $(31,662,829), long-term debt, net of current, of $39,673,475 and a working capital deficiency of $14,221,385. The largest components of current liabilities creating this working capital deficiency is accrued interest on notes payable to Discover Growth Fund, LLC of $6,194,664 and drawings by Simson-Maxwell against its bank credit facility of $4,193,122. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management believes the Company may be able to continue to develop new opportunities and may be able to obtain additional funds through debt and/or equity financings to facilitate its business strategy; however, there is no assurance of additional funding being available. As of September 30, 2024, the Company had $47,175,527 in total assets, $78,838,356 in total liabilities, and $31,662,829 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/y5d2kuwm About Camber Energy Based in Houston, Texas, Camber Energy, Inc. -- http://www.camber.energy-- is a growth-oriented diversified energy company. Through its majority-owned subsidiaries, the Company provides custom energy and power solutions to commercial and industrial clients in North America and has a majority interest in: (i) an entity with intellectual property rights to a fully developed, patented, proprietary Medical and Bio-Hazard Waste Treatment system using Ozone Technology; and (ii) entities with the intellectual property rights to fully developed, patented, and patent-pending proprietary Electric Transmission and Distribution Open Conductor Detection Systems. Additionally, the Company holds a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States. Various of the Company's other subsidiaries own interests in oil properties in the United States. The Company is also exploring other renewable energy-related opportunities and/or technologies, which are currently generating revenue or have a reasonable prospect of generating revenue within a reasonable period of time. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. CANOO INC: Falls Short of Nasdaq Minimum Bid Price Requirement -------------------------------------------------------------- Canoo, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 4 it received notice from The Nasdaq Stock Market that the closing bid price for its common stock had been below $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq's notice has no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Capital Market. The notice indicates that the Company will have 180 calendar days, until June 2, 2025, to regain compliance with this requirement. The Company can regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of its common stock is at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period. If the Company does not regain compliance during the initial compliance period, the Company may be eligible for an additional 180 day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of its publicly held shares and all other Nasdaq initial listing standards, with the exception of the minimum bid price requirement under Rule 5550(a)(2), and the Company would need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Company expects that Nasdaq will notify the Company that its common stock will be subject to delisting. The Company will have the right to appeal a determination to delist its common stock, and its common stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process. The Company intends to actively monitor the minimum bid price of its common stock and may, as appropriate, consider available options to regain compliance with Rule 5550(a)(2), including undertaking a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with Rule 5550(a)(2). About Canoo Inc. Torrance, California-based Canoo Inc. -- http://www.canoo.com/-- is a high tech advanced mobility technology company with a proprietary modular electric vehicle platform and connected services initially focused on commercial fleet, government and military customers. The Company has developed a breakthrough EV platform that it believes will enable it to rapidly innovate, iterate and bring new products, addressing multiple use cases, to market faster than its competition and at lower cost. Austin, Texas-based Deloitte & Touche LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, has a working capital deficit, has generated recurring negative cash flows from operating activities, and expects to continue to incur net losses, a working capital deficit and negative cash flows from operating activities in accordance with its ongoing activities. These matters raise substantial doubt about the Company's ability to continue as a going concern. CANOO INC: Posts $3.26 Million Net Income in Third Quarter ---------------------------------------------------------- Canoo Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income and comprehensive income attributable to the company of $3.26 million on $891,000 of revenue for the three months ended Sept. 30, 2024, compared to a net loss and comprehensive loss attributable to the company of $111.97 million on $519,000 of revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss and comprehensive loss attributable to the company of $112.39 million on $1.50 million of revenue compared to a net loss and comprehensive loss attributable to the company of $273.58 million on $519,000 of revenue for the same period in 2023. As of Sept. 30, 2024, the Company had $523.29 million in total assets, $301.33 million in total liabilities, and $221.96 million in total preferred stock and stockholders' equity. "[W]e require substantial additional capital to develop our EVs and services and fund our operations for the foreseeable future. We will also require capital to identify and commit resources to investigate new areas of demand. Until we can generate sufficient revenue from vehicle sales, we are financing our operations through access to private and public equity offerings and debt financings. Management believes substantial doubt exists about the Company's ability to continue as a going concern for twelve months from the date of issuance of the financial statements included in this Quarterly Report on Form 10-Q," said Canoo. Management Comments "We are grateful for the support of our customers, partners, their belief in us, and in our amazing product. While we focus on our core markets we must continue to take aggressive actions to consolidate our operations, reduce costs, and catch-up to our plan. This starts from the top led by a committed Executive team, which is willing to take short-term pay cuts for long-term incentives and believes in the value we create for our customers, associates and shareholders," said Tony Aquila, Investor, Executive Chairman, and CEO. "This will continue to be a difficult and critical period as we do everything we can to get the capital in place, bring jobs back online, and get back on track with our step-level manufacturing plan." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1750153/000162828024047749/goev-20240930.htm About Canoo Inc. Headquartered in Torrance, California, Canoo Inc. -- http://www.canoo.com-- is an automotive tech company that manufactures electric cargo vehicles, built to deliver, for large commercial, government and fleet customers globally. The company has developed design-forward innovative electric vehicles with steer-by-wire technology on its common modular platform with end-to-end software plus power solutions. Canoo's platform is purpose-built to maximize the vehicle interior space and is customizable to support a wide range of business and government applications. Austin, Texas-based Deloitte & Touche LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, has a working capital deficit, has generated recurring negative cash flows from operating activities, and expects to continue to incur net losses, a working capital deficit and negative cash flows from operating activities in accordance with its ongoing activities. These matters raise substantial doubt about the Company's ability to continue as a going concern. CAROLINA CUSTOMIZED: Kathleen O'Malley Named Subchapter V Trustee ----------------------------------------------------------------- Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Kathleen O'Malley as Subchapter V trustee for Carolina Customized Interiors, LLC. Ms. O'Malley will be paid an hourly fee of $375 for her services. Ms. O'Malley disclosed in a court filing that she does not have an interest materially adverse to Sai Baba's estate, creditors and equity security holders. About Carolina Customized Interiors Carolina Customized Interiors, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-04008) on Nov. 15, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Joseph N Callaway presides over the case. Joseph Zachary Frost, Esq. at Buckmiller, Boyette & Frost, PLLC represents the Debtor as legal counsel. CARROTHERS INSPECTION: Gets Final OK to Use Cash Collateral ----------------------------------------------------------- Carrothers Inspection Services, LLC received final approval from the U.S. Bankruptcy Court for the Southern District of Indiana to use the cash collateral of Hendricks County Bank and Trust Company to pay its operating expenses. The final order signed by Judge James Carr authorized the company to use the secured creditor's cash collateral for the period from the petition date in accordance with its projected budget. As protection, Hendricks County Bank and Trust was granted a replacement lien on the cash collateral and post-petition property of Carrothers, effective retroactively to the petition date. In addition, the secured creditor will receive a claim under Bankruptcy Code Section 507(b) for any decrease in the collateral's value. The automatic stay is modified to allow these actions. The order is binding on all parties involved. About Carrothers Inspection Services Carrothers Inspection Services, LLC is a company that specializes in providing inspection services likely related to real estate, construction or related fields. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-05110) on Sept. 20, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judy Wolf Weiker of Manewitz Weiker Associates, LLC serves as Subchapter V trustee. Judge James M. Carr oversees the case. David R. Krebs, Esq., at Hester Baker Krebs, LLC serves as the Debtor's legal counsel. CASABLANCA THE RESTAURANT: Taps Bisom Law Group as Legal Counsel ---------------------------------------------------------------- Casablanca The Restaurant Corp. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire The Bisom Law Group to handle its Chapter 11 case. The firm will be paid at its hourly rate of $550 and received $9,000 of the initial $19,738 retainer from the Debtor. Andrew Bisom, Esq., an attorney at The Bisom Law Group, 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: Andrew S. Bisom, Esq. The Bisom Law Group 300 Spectrum Center Drive, Ste. 400 Irvine, CA 92618 Telephone: (714) 643-8900 Facsimile: (714) 643-8901 Email: abism@bisomlaw.com About Casablanca The Restaurant Casablanca The Restaurant Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-12853) on November 6, 2024, with $50,001 to $100,000 in assets and liabilities. Judge Scott C. Clarkson presides over the case. Andrew S. Bisom, Esq. at Bisom Law Group represents the Debtor as bankruptcy counsel. CHAMP ACQUISITION: S&P Affirms 'B' ICR, Off CreditWatch Negative ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based Champ Acquisition Corp. (d/b/a Jostens) and removed the rating from CreditWatch, where S&P placed it with negative implications on Oct 2, 2024. The stable outlook reflects S&P's expectation the company will modestly expand its top-line revenue and EBITDA such that its S&P Global Ratings-adjusted leverage remains below 5x over the next 12 months, while acknowledging that Jostens' leverage could periodically rise above 5x due to various capital allocation decisions. The affirmation reflects Jostens successful refinancing of its upcoming debt maturities. The transaction enabled the company to address its upcoming debt maturities due 2025 and 2026. Jostens' capital structure now comprises a new upsized $125 million super-priority cash flow revolver due 2029 (undrawn at close), a $450 million first-lien term loan due 2031, and $500 million of senior secured notes due 2031. The transaction also added about $208 million of debt to the company’s capital structure, which it used to fund a $639 million dividend, increasing its S&P Global Ratings-adjusted debt to EBITDA to about 4.2x as of the close of the refinancing from 3.2x as of the 12 months ended June 30, 2024. S&P said, "We treat the $450 million minority equity investment from Koch as common equity because Jostens' capital structure only contains one type of equity and does not feature any other preferred equity. If we treated this equity as debt, the company's S&P Global Ratings-adjusted leverage would be 6.2x. We expect Jostens will modestly expand its top-line revenue and EBITDA over the next 12 months such that its S&P Global Ratings-adjusted leverage remains below our 7x downside trigger for the rating." S&P said, "We expect the company’s financial policies will cause its leverage to exceed 5x over the long term. While we acknowledge Jostens' S&P Global Ratings-adjusted leverage was below 5x following the transaction, our ratings reflect the risk that its leverage will exceed this level because it will engage in additional debt-financed shareholder returns or acquisitions. We expect the company will continue to expand through acquisitions as it moves into complementary services and diversifies its product offerings. Therefore, we assume $100 million of acquisition spending in the outer years of our base-case forecast. "The company's operating performance remains in line with our expectations . Despite the pressures on consumer discretionary income, we expect Jostens will increase its total revenue by about 5% in 2024 due to rising demand across all of its business segments. Specifically, we expect the demand in the company's yearbook business will remain strong and contribute to a continued increase in its revenue, supported by better order rate trends, price increases, and new account wins. We also expect Jostens will expand its scholastic segment revenue by 2% year over year on increased customer retention and new account wins. Furthermore, we forecast the revenue from the company's college business will rise by the mid-single-digit percent area as it laps strong year-over-year comparisons. We forecast Jostens will expand its EBITDA margins by 300 basis points (bps) in 2024, relative to it margins last year, due to a strong spring graduation season, the realization of benefits of its cost-saving initiatives, easing supply chain constraints, and lower inflation (including labor, freight, and manufacturing conversion). "The stable outlook reflects our expectation Jostens will modestly expand its top-line revenue and EBITDA such that its S&P Global Ratings-adjusted leverage remains below 5x over the next 12 months, while acknowledging that the company's leverage could periodically rise above 5x due to various capital allocation decisions." S&P could lower its rating on Jostens if it sustains S&P Global Ratings-adjusted leverage of above 7x. This could occur if: -- A shift in industry trends toward digital technology reduces the demand for the company’s products (mainly yearbooks); or -- The company exhibits more-aggressive financial policies, including by undertaking large, debt-financed acquisitions or dividends that cause it to sustain leverage of above 7x. Although unlikely over the next 12 months, S&P could raise its ratings on Jostens if it sustains leverage of below 5x and we are confident that the risk of it exceeding this leverage level is low. This could occur if: -- The company demonstrates a commitment to financial policies consistent with sustaining leverage of below 5x over the long term; and -- It significantly increases its scale, successfully diversifies its product offerings, and expands into complementary services while maintaining a stable revenue growth and continuing to realize the benefits from its cost-savings initiatives. CHRIS' COLLISION: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Chris' Collision L.L.C. asks the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, for authority to use cash collateral and provide adequate protection, through January 21, 2025. The Debtor seeks interim authorization to use cash collateral to meet ongoing and necessary operating expenses in the ordinary course of business as set forth in the projected budget. The parties that may assert an interest in the Debtor's cash collateral are the U.S. Small Business Administration, CT Corporation System, as representative of Unidentified Secured Party, Premium Merchant Funding 26 LLC, and Legend Advance Funding II, LLC. As for adequate protection in consideration of the Debtor's continued possession and use of cash collateral in the ordinary course of business, the Debtor proposes that the Court grant the Cash Collateral Creditors replacement liens on all collateral of the same type and respective priorities upon which each held valid and properly perfected liens prior to the Petition Date. The Debtor anticipates the aggregate value of its cash and accounts receivable used during the interim period will not exceed the indebtedness owed to the SBA. As additional adequate protection to the SBA, the Debtor proposes to make periodic cash payments in an amount and of a frequency (a) to be agreed upon between the parties, subject to the Court's approval, or (b) determined by the Court based on the projected diminution in value of the SBA's interest in cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=6IJCSn from PacerMonitor.com. About Chris' Collision L.L.C. Chris' Collision L.L.C. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 24-32902-acs) on November 11, 2024. In the petition signed by Christopher Clifford, member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP, represents the Debtor as legal counsel. CKM SHINING: Taps Hanley Investment Group as Real Estate Broker --------------------------------------------------------------- CKM Shining Stars, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Hanley Investment Group as real estate broker. The firm will list, market and sell the real property located at 3929 South El Camino Real, San Clemente, California 92672, APN 060-110-32. The firm will receive a commission equal to 4 percent of gross sales price. As disclosed in the court filings, Hanley Investment Group is disinterested within the meaning of 11 U.S.C. Sec. 101(14) . The firm can be reached through: Lee Csenar Edward B. Hanley Hanley Investment Group 3500 E. Coast Highway, Suite 100 Corona Del Mar, CA 92625 Phone: (949) 585-7610 Email: ehanley@hanleyinvestment.com About CKM Shining Stars, LLC CKM Shining Stars is engaged in activities related to real estate. CKM Shining Stars, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. C.D. Cal. Case No. 24-11238) on May 15, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Margaret Levecke as manager. Judge Scott C. Clarkson presides over the case. Robert P. Goe, Esq. at GOE FORSYTHE & HODGES LLP represents the Debtor as counsel. CLAIRE'S STORES: $502.4MM Bank Debt Trades at 16% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Claire's Stores Inc is a borrower were trading in the secondary market around 83.9 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $502.4 million Term loan facility is scheduled to mature on December 18, 2026. About $481.1 million of the loan has been drawn and outstanding. Claire's Stores, Inc. -- http://www.clairestores.com/-- is aspecialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. COBRA HOLDINGS: $205MM Bank Debt Trades at 16% Discount ------------------------------------------------------- Participations in a syndicated loan under which Cobra Holdings Inc is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $205 million Term loan facility is scheduled to mature on July 6, 2029. The amount is fully drawn and outstanding. Cobra Holdings PLC is retail and wholesale insurance broking group. CONTAINER STORE: $200MM Bank Debt Trades at 28% Discount -------------------------------------------------------- Participations in a syndicated loan under which Container Store Inc/The is a borrower were trading in the secondary market around 72.5 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $200 million Term loan facility is scheduled to mature on January 30, 2026. About $162.5 million of the loan has been drawn and outstanding. The Container Store, Inc., is a retailer of storage and organization products in the US and Europe. The company operates in the US through its 100 specialty retail stores and website, and in Europe through its wholly owned Swedish subsidiary, Elfa International AB (Elfa). CONTAINER STORE: Lenders Extend Financing Deadline -------------------------------------------------- Jill R. Shah of Bloomberg News reports that The Container Store's lenders have granted another extension for the company to finalize a qualified financing transaction, as disclosed in a regulatory filing. The revised deadline of December 31, 2024 was agreed upon with JPMorgan Chase & Co., serving as the administrative agent, and other lenders. Earlier, the company amended its existing term loan with these lenders to waive specific covenants and added a condition requiring the completion of a qualified financing transaction by November 15, 2024, according to Bloomberg. About The Container Store Group Inc. The Container Store Group, Inc. is a holding company, of which a majority stake was purchased by Leonard Green and Pa that operates a specialty retail chain company that operates "The Container Store," which offers storage and organization products, and custom closets. CONTROL MICRO: Gets Final OK to Use Cash Collateral --------------------------------------------------- Control Micro Systems, Inc. received final approval from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral. The final order approved the use cash collateral to pay specific amounts, including $321,617.93 to the senior lender, Bank of America, from sale proceeds. Other proceeds are to be held in trust pending confirmation or further orders. The senior lender's limited opposition was withdrawn. As adequate protection, the senior lender was granted a post-petition lien on the cash collateral to the same extent as its pre-bankruptcy lien. The order also reserves the rights of the U.S. trustee and other concerned parties to challenge or modify the terms. About Control Micro Systems Control Micro Systems, Inc. is a manufacturer of navigational, measuring, medical and control instruments in Winter Park, Fla. Control Micro Systems filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-02727) on May 30, 2024, with $1 million to $10 million in both assets and liabilities. Paul Dupee, chairman, signed the petition. Judge Tiffany P Geyer oversees the case. Shuker & Dorris, P.A. serves as the Debtor's legal counsel. CORNERSTONE ONDEMAND: $770MM Bank Debt Trades at 20% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Cornerstone OnDemand Inc is a borrower were trading in the secondary market around 80 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $770 million Term loan facility is scheduled to mature on October 15, 2029. The amount is fully drawn and outstanding. Cornerstone OnDemand, Inc. develops and markets on demand employee development computer software. The Company offers software includes learning development, enterprise social networking, performance management, and succession planning. Cornerstone markets to multi-national corporations, large domestic enterprises, mid market companies, state and local public sector organizations, and colleges. CP ATLAS: S&P Alters Outlook to Negative, Affirms 'B-' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on CP Atlas Buyer Inc.'s (d/b/a American Bath Group [ABG]) to negative from stable and affirmed its 'B-' issuer credit rating. The negative outlook reflects S&P's expectation that ABG's S&P Global Ratings-adjusted debt to EBITDA will remain above 8x in 2025 as the subdued level of new construction and R&R activity continues to negatively affect its volumes. ABG's challenged financial performance over the first nine months of 2024 weakened its credit metrics such that its S&P Global Ratings-adjusted leverage has risen to near 9x. The company's revenue decreased by the 2%-5% range during the first nine months of fiscal year 2024 (ended Sept. 28, 2024), relative to the same period in fiscal year 2023, because its sales volumes declined amid the persistently weak activity in the R&R and new housing construction markets. ABG's lower volumes also adversely affected its credit metrics. As of the RTM ended Sept. 28, 2024, the company's S&P Global Ratings-adjusted leverage was 8.9x and its EBITDA interest coverage was 1.2x, which compared with 7.5x and 1.6x, respectively, during the same period in September 2023. S&P said, "We expect the softness in R&R and new housing construction will persist through the first half of 2025. Therefore, we forecast ABG's leverage will remain above 8x during that period, with the potential for some improvement later in the year if consumer borrowing rates and its product demand improve." S&P said, "Despite its weaker operating results, we view ABG's liquidity position as adequate due to its positive free operating cash flow (FOCF) generation. As of September 2024, the company had about $54 million of cash on its balance sheet. In addition, we expect ABG will generate funds from operations (FFO) of about $90 million-$110 million over the next 12 months. While we expect the company's FOCF generation will be pressured in the upcoming quarters, we expect it to remain positive. We also do not anticipate ABG will undertake any dividends through the forecast period and note there are no near-term debt maturities in its capital structure. "The negative outlook on ABG reflects our belief that its S&P Global Ratings-adjusted leverage will remain above 8x and its EBITDA interest coverage will remain below 1.5x over the next 12 months as its demand remains weak amid the challenging macroeconomic environment. "Governance is a moderately negative consideration in our credit rating analysis of ABG. Our highly leveraged assessment of the company's financial risk profile reflects that its corporate decision-making prioritizes the interests of its controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns. Furthermore, we view environmental factors to be an overall neutral influence on our credit rating analysis because--as a bath fixture manufacturer--its operations are less energy-intensive than those of heavy materials producers." CPC ACQUISITION: $225MM Bank Debt Trades at 34% Discount -------------------------------------------------------- Participations in a syndicated loan under which Cpc Acquisition Corp is a borrower were trading in the secondary market around 66.1 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $225 million Term loan facility is scheduled to mature on December 29, 2028. The amount is fully drawn and outstanding. CPC Acquisition Corp is in the chemicals industry. CREATIVE REALITIES: Swings to $54,000 Net Income in Fiscal Q3 ------------------------------------------------------------- Creative Realities, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $54,000 on $14.4 million of total sales for the three months ended September 30, 2024, compared to a net loss of $1.9 million on $11.6 million of total sales for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $670,000 on $39.8 million of total sales, compared to a net loss of $4.4 million on $30.7 million of total sales for the same period in 2023. As of September 30, 2024, the Company had $67.6 million in total assets, $39.3 million in total liabilities, and $28.3 million in total shareholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/mrxddj5f About Creative Realities Creative Realities, Inc. -- http://www.cri.com/-- provides innovative digital signage and media solutions to enhance communications in a wide-ranging variety of out-of-home environments, key market segments, and use cases, including Retail; Entertainment and Sports Venues; Restaurants, including quick-serve restaurants; Convenience Stores; Financial Services; Automotive; and Medical and Healthcare Facilities. Louisville, Kentucky-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company is experiencing difficulty in generating sufficient cash flow to service its debt and contingent consideration obligations, which raises substantial doubt about its ability to continue as a going concern. As of June 30, 2024, Creative Realities had $69.6 million in total assets, $41.3 million in total liabilities, and $28.2 million in total stockholders' equity. CREPERIE D AMOUR: Gets Interim OK to Cash Collateral Thru Dec. 20 ----------------------------------------------------------------- Creperie D Amour Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to use cash collateral until Dec. 20. Specifically, Creperie was permitted to use the cash collateral of Credibly of Arizona, LLC, and The U.S. Small Business Administration to the extent needed to pay operating expenses. Creperie's budget shows total projected expenses of $83,716.21 for October and November. Credibly of Arizona, LLC and The US Small Business Administration are granted a replacement lien on the Debtor's assets, maintaining the validity and extent of their pre-petition liens. The next hearing is scheduled for Dec. 17, 2024. About Creperie D Amour Creperie D Amour Inc., doing business as Paris Bistro, owns and operates a restaurant business in Naperville, Ill. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-05158) on April 9, 2024, with $231,539 in assets and $1,517,684 in liabilities. Jonathan Santos, president, signed the petition. Judge Donald R. Cassling presides over the case. Penelope Bach, Esq., at Bach Law Offices represents the Debtor as bankruptcy counsel. CTC HOLDINGS: S&P Withdraws 'B+' Issuer Credit Rating ----------------------------------------------------- S&P Global Ratings withdrew its 'B+' issuer credit and senior secured debt ratings on CTC Holdings L.P. at the issuer's request. The outlook was stable at the time of the withdrawal. The withdrawal follows CTC's repayment this week of the senior secured term loan, its only rated debt, ahead of the scheduled maturity date. CTS LOGISTICS: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- CTS Logistics Group LLC asks the U.S. Bankruptcy Court for the Southern District of California for authority to use cash collateral and provide adequate protection, on an interim basis. The Debtor requires the use of cash collateral to fund essential operations and ensure the continuity of its business pending a final hearing on the matter. The Debtor's cash collateral consists of accounts receivable and the proceeds thereof, which are subject to liens held by secured creditors. These funds are necessary for: 1. Fuel purchases, 2. Payments to contractor drivers and other contract employees, and 3. Insurance, vehicle maintenance and repairs. To safeguard creditor rights, the Debtor proposes the following: 1. Weekly financial reporting detailing cash collateral usage, 2. Restrictions limiting expenditures to critical operational expenses. A copy of the motion is available at https://urlcurt.com/u?l=TrLnQA from PacerMonitor.com. About CTS Logistics Group CTS Logistics Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-03957) on October 24, 2024, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Marco Morales, manager, signed the petition. Judge Christopher B. Latham oversees the case. Charles E. Brumfield, Esq., at the Law Offices of Charles E. Brumfield represents the Debtor as bankruptcy counsel. CURIS INC: Kingdon Capital Lowers Stake Below 5% ------------------------------------------------ Kingdon Capital Management, LLC disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it and its affiliated entities -- M. Kingdon Offshore Master Fund LP, Kingdon GP, LLC, and Mark Kingdon -- has ceased to be the beneficial owner of more than 5 percent of Curis, Inc.'s common stock. (a) Amount beneficially owned: Kingdon Capital Management, L.L.C. – 90,000 M. Kingdon Offshore Master Fund L.P. – 81,000 Kingdon GP, LLC – 81,000 Mark Kingdon – 90,000 (b) Percent of class: Kingdon Capital Management, L.L.C. – 1.5% M. Kingdon Offshore Master Fund L.P. – 1.4% Kingdon GP, LLC – 1.4% Mark Kingdon – 1.5% Kingdon Capital may be reached at: KINGDON CAPITAL MANAGEMENT, L.L.C. William Walsh, Chief Financial Officer 152 West 57th Street, 50th Floor New York, New York 10019 United States of America Tel: 212-333-0100 A full-text copy of 's SEC Report is available at: https://tinyurl.com/mv43k48b About Curis Lexington, Mass.-based Curis, Inc. is a biotechnology company focused on the development of emavusertib (CA-4948), an orally available, small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4. IRAK4 plays an essential role in the toll-like receptor, or TLR, and interleukin-1 receptor, or IL-1R, signaling pathways, which are frequently dysregulated in patients with Cancer. Boston, Mass.-based PricewaterhouseCoopers, the Company's auditor since 2002, issued a "going concern" qualification in its report dated February 8, 2024, citing that the Company has incurred losses and cash outflows from operations that raise substantial doubt about its ability to continue as a going concern." As of June 30, 2024, Curis had $50.41 million in total assets, $51.11 million in total liabilities, and $694,000 in total stockholders' deficit. DARK RHIINO: Seeks to Hire Strip Hoppers Leithart as Counsel ------------------------------------------------------------ Dark Rhiino Security, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA, as bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its rights, powers and duties in this case; (b) advise and assist the Debtor in the preparation of its petition, schedules, and statement of financial affairs; (c) assist and advise the Debtor in connection with the administration of this case; (d) analyze the claims of the creditors in this case, and negotiate with such creditors; (e) investigate the acts, conduct, assets, rights, liabilities and financial condition of the Debtor and the Debtor's business; (f) advise and negotiate with respect to the sale of any or all assets of the Debtor; (g) investigate, file and prosecute litigation of behalf of the Debtor; (h) propose a plan of reorganization; (i) appear and represent the Debtor at hearings, conferences, and other proceedings; (j) prepare and/or review motions, applications, orders, and other filings filed with the Court; (k) institute or continue any appropriate proceedings to recover assets of the estate; and (l) perform any and all such other legal services as may be required that are in the best interest of the estate or its creditors. The firm's current rates are: Myron N. Terlecky $395/hour John W. Kennedy $360/hour Loni R. Sammons $200/hour Law clerks $150/hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount of $30,000. John Kennedy, Esq., a partner at Strip, Hoppers, Leithart, McGrath & Terlecky Co. LPA, 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: Myron N. Terlecky, Esq. John W. Kennedy, Esq. Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA 575 South Third Street Columbus, Ohio 43215-5759 Tel: (614) 228-6345 Fax: (614) 228-6369 Email: mnt@columbuslawyer.net jwk@columbuslawyer.net About Dark Rhiino Security Dark Rhiino Security, Inc. filed Chapter 11 petition (Bankr. S.D. Ohio Case No. 24-54658) on November 15, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Robert T. Smith, Dark Rhiino's chief technology officer, signed the petition. Judge John E. Hoffman, Jr. oversees the case. John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co., LPA, represents the Debtor as legal counsel. DERMTECH INC: Plan Exclusivity Period Extended to Jan. 14, 2025 --------------------------------------------------------------- Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware extended DermTech, Inc. and DermTech Operations, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to January 14, 2025 and February 13, 2025, respectively. As shared by Troubled Company Reporter, the Debtors submit that cause exists to extend the Exclusive Periods and that the following factors, among others, weigh in favor of such extension: * These chapter 11 cases are large and complex. Among other things, the Debtors spent the first two months of these chapter 11 cases transitioning into chapter 11, conducting the post-petition sale process, ultimately obtaining entry of the Sale Order, and closing the Sale. The sale process and subsequent closing and transition to the Buyer required (and continues to require) significant effort on behalf of the Debtors' management, employees and advisors and involved complex negotiations with the Committee, the Buyer, the Debtors' landlord, and other interested parties. * The Debtors are not seeking an extension of the Exclusive Periods to pressure or prejudice any of their stakeholders. The Debtors have been diligently moving these chapter 11 cases forward and are in active discussions with the Committee regarding the contours of a Chapter 11 plan. Thus, the Debtors' request for an extension of the Exclusivity Periods is not being made for the impermissible purpose of pressuring creditors to agree to a plan of reorganization. * Termination of the Exclusive Periods would adversely impact the administration of these chapter 11 cases. If the Court were to deny the Debtors' request for an extension of the Exclusive Periods, upon the expiration of the Exclusive Filing Period, any party in interest would be free to propose a chapter 11 plan for the Debtors and solicit acceptances thereof. Such a ruling could foster a chaotic environment for the Debtors and their estates, significantly delay the administration of these chapter 11 cases, and otherwise impair the Debtors' ability to prosecute these chapter 11 cases without any corresponding benefit to the Debtors' estates and creditors. Following the closing of the Sale, the Debtors and their advisors have been focused on, among other things, the complex and time consuming transition of the Debtors' assets and operations to the Buyer and the formulation of a chapter 11 plan, including engaging in discussions with the Committee concerning the same. While the Debtors are working diligently to facilitate a successful conclusion to these chapter 11 cases, the Debtors require more time in which to formulate and propose a chapter 11 plan. Counsel to the Debtors: Erin R. Fay, Esq. Shane M. Reil, Esq. Catherine C. Lyons, Esq. Heather P. Smillie, Esq. 222 Delaware Avenue, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 304-7600 E-mail: efay@wsgr.com sreil@wsgr.com clyons@wsgr.com hsmillie@wsgr.com About Dermtech Inc. San Diego, Calif.-based DermTech, Inc., is a molecular diagnostic company developing and marketing novel non-invasive genomics tests to aid in the diagnosis and management of melanoma. DermTech, Inc. and DermTech Operations filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11378) on June 18, 2024. At the time of the filing, both Debtors reported $50 million to $100 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Wilson Sonsini Goodrich & Rosati, P.C. as bankruptcy counsel; AlixPartners, LLC as financial advisor; and TD Cowen as investment banker. Stretto, Inc. serves as the Debtors' claims and noticing agent and administrative advisor. The official committee to represent unsecured creditors retained Hogan Lovells US LLP as counsel, Potter Anderson & Corroon LLP as Delaware counsel, and Berkeley Research Group, LLC, as financial advisor. DERMTECH INC: Unsecureds Will Get 34% to 48% of Claims in Plan -------------------------------------------------------------- DermTech, Inc. and DermTech Operations, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Joint Chapter 11 Plan dated November 7, 2024. The Debtors were a molecular diagnostic company that developed and marketed novel noninvasive genomics tests to aid in the evaluation and management of melanoma. The Debtors' flagship product was their DermTech Melanoma Test(TM) (the "DMT"), a laboratory developed scalable genomics assay to clinically assess pigmented skin lesions for melanoma using noninvasive collection of patient samples using adhesive patches known as the DermTech Smart Sticker(TM) (together with the DMT and the Debtors' assays, the "Products"). The Debtors commenced the Chapter 11 Cases with the goal of pursuing a value-maximizing sale of all or substantially all of their assets and an orderly wind-down of their estates. As described in the Declaration of Bret Christensen, President and Chief Executive Officer of the Debtors, in Support of the Debtors' Chapter 11 Petitions and First Day Motions (the "First Day Declaration"), filed on the Petition Date, following approximately six months of restructuring and sale efforts, the Debtors determined in consultation with TD Cowen, their investment banker, and their other advisors, that a sale process under chapter 11 of the Bankruptcy Code was the best path forward to maximize value for their estates and stakeholders. On July 16, 2024, the Court entered the Bidding Procedures Order, establishing the Bidding Procedures that governed the Debtors' postpetition sale process. In accordance with the Bidding Procedures Order, on August 13th and 14th, 2024 the Debtors conducted the Auction. Following the conclusion of the Auction, the Debtors filed the Notice of Successful Bidder and Next-Highest Bidder, providing notice of the designation of DERM-JES Holdings, LLC (the "Buyer") as the Successful Bidder for the Assets (each as defined in the Bidding Procedures Order). On August 21, 2024, the Court entered the Sale Order, approving the sale of the Assets to the Buyer. The Sale closed on August 30, 2024, generating $1,575,000 in proceeds for the Debtors' estates. The Plan provides for the creation of a Liquidating Trust and the appointment of a Liquidating Trustee to implement the Plan. The Liquidating Trustee shall be empowered to, among other things, administer and liquidate all Assets, object to and settle Claims and investigate and prosecute Retained Causes of Action in accordance with the Plan. The following is an overview of certain material terms of the Plan: * All Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed Priority Non-Tax Claims will be paid or otherwise satisfied in full as required by the Bankruptcy Code and provided for in the Plan, unless otherwise agreed to by the Holders of such Claims and the Liquidating Trustee. * Holders of Allowed General Unsecured Claims will receive their Pro Rata share of the General Unsecured Claim Distribution, unless less favorable treatment is otherwise agreed to by the Holders of such Claims and the Liquidating Trustee. * Holders of Subordinated Claims shall not be entitled to any Distribution or recovery on account of such Claims. * All Intercompany Claims shall be eliminated and extinguished on the Effective Date of the Plan, as set forth therein, and the Debtors' estates will be substantively consolidated for purposes of the Plan only. * As of the Effective Date, all Interests of any kind will be cancelled, and the Holders of Interests shall not be entitled to any Distribution or recovery on account of such Interests. Class 3 consists of Allowed General Unsecured Claims. Holders of Allowed General Unsecured Claims shall receive a beneficial interest in the Liquidating Trust entitling such Holders to (i) their Pro Rata share of the General Unsecured Claim Distribution, or (ii) such other less favorable treatment as to which any such Holder and the Liquidating Trustee shall have agreed upon in writing. Class 3 is Impaired. The allowed unsecured claims total $8,882,000 to $12,350,000. This Class will receive a distribution of 34% to 48% of their allowed claims. Class 6 consists of Interest Holders. On the Effective Date, all Interests of any kind shall be deemed cancelled, and the Holders thereof shall not receive or retain any property, interest in property or consideration under the Plan on account of such Interests. Class 6 is deemed to have rejected the Plan, and therefore Holders of Interests are not entitled to vote on the Plan. The Plan will be implemented by, among other things, the appointment of the Liquidating Trustee and the making of Distributions from the Liquidating Trust Assets, including all Cash and the proceeds, if any, from the Retained Causes of Action, by the Liquidating Trust in accordance with the Plan and the Liquidating Trust Agreement. Except as otherwise provided in the Plan, on and after the Effective Date, all Assets of the Estates, including all claims, rights, Retained Causes of Action and any property acquired by the Debtors under or in connection with the Plan, shall vest in the Liquidating Trust, free and clear of all Liens, Claims, and Interests subject to the substantive consolidation provided for in the Plan. A full-text copy of the Disclosure Statement dated November 7, 2024 is available at https://urlcurt.com/u?l=5doqbf from Stretto, Inc., claims agent. Counsel to the Debtors: WILSON SONSINI GOODRICH & ROSATI, P.C. Erin R. Fay, Esq. Shane M. Reil, Esq. Catherine C. Lyons, Esq. Heather P. Smillie, Esq. 222 Delaware Avenue, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 304-7600 E-mails: efay@wsgr.com sreil@wsgr.com clyons@wsgr.com hsmillie@wsgr.com About Dermtech Inc. San Diego, Calif.-based DermTech, Inc., is a molecular diagnostic company developing and marketing novel non-invasive genomics tests to aid in the diagnosis and management of melanoma. DermTech, Inc. and DermTech Operations filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11378) on June 18, 2024. At the time of the filing, both Debtors reported $50 million to $100 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Wilson Sonsini Goodrich & Rosati, P.C. as bankruptcy counsel; AlixPartners, LLC as financial advisor; and TD Cowen as investment banker. Stretto, Inc. serves as the Debtors' claims and noticing agent and administrative advisor. The official committee to represent unsecured creditors retained Hogan Lovells US LLP as counsel, Potter Anderson & Corroon LLP as Delaware counsel, and Berkeley Research Group, LLC, as financial advisor. DIAMONDHEAD CASINO: Reports $416,263 Net Loss in Fiscal Q3 ---------------------------------------------------------- Diamondhead Casino Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $416,263 for the three months ended September 30, 2024, compared to a net loss of $385,506 for the three months ended September 30, 2023. The Company has incurred losses over the past several years, has no operations, generates no operating revenues and as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders of $1,412,200 and $1,326,975 for the nine months ended September 30, 2024 and 2023 respectively. In addition, the Company had an accumulated deficit of $48,275,002 on September 30, 2024. Due to its lack of financial resources, the Company has been forced to explore other alternatives, including the sale of part or all the Property. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes which are more fully described in Notes 5 through 9 to these unaudited condensed consolidated financial statements. The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at September 30, 2024, the Company had $14,717,157 of accounts payable and accrued expenses and $219,864 in cash and cash equivalents. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. As of September 30, 2024, the Company had $5,607,770 in total assets, $19,855,180 in total liabilities, and $14,247,410 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2cnmskes About DiamondHead Headquartered in Alexandria, Va., Diamondhead Casino Corporation owns, operates, and manages a casino resort. The Company constructs a casino resort and hotel and associated amenities. Diamondhead Casino serves customers in the United States. Marlton, N.J.-based Marcum LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DJK ENTERPRISES: Gets OK to Use Cash Collateral Until Dec. 31 ------------------------------------------------------------- DJK Enterprises, LLC received fourth interim approval to use the cash collateral of Effingham Asset Funding, LLC to pay its operating expenses. The interim order penned by Judge Laura Grandy of the U.S Bankruptcy Court for the Southern District of Illinois approved the use of the lender's cash collateral until Dec. 31 in accordance with DJK's projected budget. The company can exceed individual budget items by up to 10%. Effingham holds a lien on DJK's real property in Effingham, Ill., on account of its secured loan under an agreement originally made with St. Louis Bank, which was later assigned to the lender. DJK owes its lender approximately $10.8 million. In exchange for the use of its cash collateral, Effingham will receive first-priority replacement liens on DJK's assets, a monthly payment of $50,000, and administrative priority claims in case of any diminution in the value of its collateral. The next hearing will be held on Jan. 9 next year. About DJK Enterprises DJK Enterprises, LLC operates in the traveler accommodation industry. It conducts business under the names Thelma Keller Convention Center, Holiday Inn Effingham and TK Grille Restaurant. The company is based in Effingham, Ill. DJK sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ill. Case No. 24-60126) on August 9, 2024, with $10 million to $50 million in both assets and liabilities. Chris Keller, DJK president and member, signed the petition. Judge Laura K. Grandy oversees the case. The Debtor is represented by Larry E Parres, Esq., at Lewis Rice, LLC. DODGE CONSTRUCTION: S&P Upgrades ICR to 'CCC+', Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Dodge Construction Network LLC to 'CCC+' from 'SD' (selective default). Additionally, S&P assigned a 'B' issue-level rating and '1' recovery rating to the company's first-lien revolving credit facility and first-out term loan, a 'CCC' issue-level rating and '5' recovery rating to the company's first-lien second-out term loan, and a 'CCC-' issue-level rating and '6' recovery rating to the company's second-lien PIK term loan. The stable outlook reflects S&P's view that Dodge will maintain solid liquidity over the next 12 months while generating modest free operating cash flow. Dodge's liquidity improved with the debt restructuring transaction, providing financial flexibility. Following the transaction, Dodge has adequate liquidity with $24 million of cash on its balance sheet and an undrawn $40 million revolving credit facility. S&P expects the PIK feature of the new second-lien term loan will lower total interest expense more than $10 million and help the company generate positive FOCF in 2025 and 2026. Despite improving liquidity, the company needs to further improve its cash flow generation to ensure the long-term sustainability of the business. S&P said, "Dodge's total debt burden modestly grew because of the restructuring, and we expect very high leverage of about 10x in 2024. While we forecast healthy FOCF generation in 2025 and 2026 after negligible FOCF in recent years, the improvement is largely due to the PIK second-lien interest and our forecast for lower base interest rates in 2025 and 2026. We believe this improvement is temporary as Dodge will likely need to demonstrate that it can continue to generate sufficient FOCF to cover both its cash and PIK interest payments to refinance its PIK debt at par in the future and avoid another liability management transaction. Additionally, the outstanding second-lien debt will grow by the amount of accrued PIK interest payments, which will likely result in a larger interest burden in a future refinancing transaction. Still, the company has time to improve cash flow with over four years until its PIK debt matures in March 2029." Ratings upside likely depends on meaningfully improving small to midsize business (SMB) retention. S&P said, "We expect the company's S&P Global Ratings-adjusted EBITDA generation in the second half of 2024 will be much improved from 2023 primarily because of realized cost savings and lower one-time costs. Despite this turnaround, we still expect S&P Global Ratings-adjusted leverage will remain elevated at around 10x at the end of the year with only modest improvement in 2025 and 2026. For the company to accelerate EBITDA growth and meaningfully improve FOCF, we believe it needs to return SMB retention toward 2021 levels. Dodge improved customer retention and grew bookings in the third quarter of 2024 resulting in modest revenue growth after 10 consecutive quarters of decline due to SMB customer churn and account management missteps. However, we believe execution risks to sustained growth remain and the recent improvement is only a small step toward bringing SMB retention back to where it was in 2021." Still, the company has made changes to its executive suite and has addressed many of the issues affecting EBITDA growth and cash flow generation over the past two years including integration challenges of the legacy Dodge business with The Blue Book, account management missteps that accelerated SMB churn, and customer invoice miscues that caused delayed collections across thousands of SMB customers. Ratings upside is more likely if the new management team can accelerate retention and new bookings growth while avoiding additional operational missteps. The stable outlook reflects S&P's view that Dodge will maintain solid liquidity over the next 12 months while generating modest FOCF S&P could lower its ratings if liquidity constraints return and it expects a payment default or a distressed debt restructuring over the next 12 months. This could occur if: -- Organic revenues decline, stemming from increased churn, declining new business wins, and market share erosion; -- Interest rates significantly increase; or -- Working capital management issues reoccur. S&P could take a positive rating action on Dodge if it believes the capital structure is no longer unsustainable, which could occur if: -- The company exceeds S&P's base-case annual organic revenue and EBITDA growth expectations through improved retention of its SMB clients, new business wins, and cost discipline; and -- FOCF improves such that FOCF to debt generation can sustainably cover both its cash and non-cash debt service obligations, which S&P believes would be sufficient for the company to refinance its PIK second-lien term at par before its 2029 maturity and continue to generate positive FOCF. DOGS ARE PEOPLE: Court Approves Use of Cash Collateral Until Jan 11 ------------------------------------------------------------------- Dogs Are People Too, LLC, received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to use the cash collateral of Sunflower Bank. The court authorizes Dogs Are People Too, LLC to use cash collateral only as provided for in Exhibit A to the order until January 11, 2025, and Copeford Holdings, LLC to use cash collateral only as provided for in Exhibit B to the order during the same period. The debtors are required to provide adequate protection to Sunflower Bank and the Small Business Administration (SBA) pursuant to the terms and conditions set forth in the order. SBA loan includes a 30-year fixed term at 3.75% under the EIDL program. The order grants replacement liens to the lenders on all of the categories and types of collateral in which they held a security interest as of the petition date, including cash collateral and the proceeds thereof. The replacement liens are in addition to the security interests of the lenders in the pre-petition collateral and are valid, perfected, and enforceable as of the date of the entry of the order. The order also grants a superpriority administrative claim to the lenders under Section 507(b) of the Bankruptcy Code and requires the debtors to make adequate protection payments to the SBA and Sunflower Bank as set forth in Exhibits A and B. A copy of the Debtor's budget is available at: Exhibits A: https://shorturl.at/nJqZc from PacerMonitor.com. Exhibits B: https://shorturl.at/IHYor from PacerMonitor.com. A final hearing on the motion is scheduled for January 9, 2025 at 10:30 a.m. About Dogs Are People Too Dogs Are People Too, LLC is a company that specializes in products or services related to pets, particularly dogs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33079), with up to $50,000 in assets and up to $500,000 in liabilities. Judge Scott W. Everett oversees the case. The Debtor is represented by: Trey Andrew Monsour, Esq. Fox Rothschild, LLP 2501 N. Harwood Street, Suite 1800 Dallas, TX 75201-1613 Telephone: (214) 231-5796 Email: tmonsour@foxrothschild.com DRTMG LLC: Seeks to Use Cash Collateral --------------------------------------- DRTMG, LLC asks the U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, for authority to use cash collateral and provide adequate protection. The Debtor has experienced financial hardship due to multiple factors including an adverse housing market and Covid related issues. The Debtor requires the use of cash collateral to fund general business needs, including the payment of payroll, rent, taxes and to pay fees and expenses related to the Chapter 11 case, including the fees of professionals. The Debtor contends that the following parties have or may claim to have security interests in the Debtor's cash collateral, Fay Servicing, Huntington National Bank, PHH Mortgage Services and U.S. Bank. The Debtor believes that the Secured Creditors have asserted a security interest against accounts receivable. Except for Huntington National Bank who has a lien on a vehicle, the Secured Creditors have mortgages on the Debtor's property. The Debtor believes that the Secured Creditors are secured by the Debtor's accounts receivable, with an estimated monthly value of $17,400 prior to the sale of certain real property and $7,000 after the sale of certain real property. The Debtor proposes to use cash collateral and provide adequate protection of the security interest of the Secured Creditors by (i) re-granting post-petition liens to the Secured Creditors to the same extent, amount and priority as its respective pre-petition security interests, if any, in cash collateral in existence on the Petition Date, without the necessity of the re-filing of any UCC Financing Statement or other documents, (ii) using cash collateral only in accordance with the Budget and (iii) providing the other protections described in the Interim Order. A copy of the motion is available at https://urlcurt.com/u?l=biQSwX from PacerMonitor.com. About DRTMG LLC DRTMG LLC is primarily engaged in renting and leasing real estate properties. The Debtor owns four single family dwellings and one multi-family home, all are located in Westerville and Columbus, Ohio having a total current value of $1,789,400. DRTMG LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-51398) on April 12, 2024. In the petition signed by Nathanael Thompson, president/sole member, the Debtor disclosed $1,789,400 in assets and $1,395,374 in liabilities. Judge Mina Nami Khorrami oversees the case. Kenneth L. Sheppard, Jr., Esq., at Sheppard Law Offices Co., LPA serves as the Debtor's counsel. E & H ENTERPRISES: Hires David Freydin PC as Bankruptcy Counsel --------------------------------------------------------------- E & H Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Law Offices of David Freydin PC as its bankruptcy counsel. The firm's services include: (a) negotiate with creditors; (b) prepare a plan and financial statements; and (c) examine and resolve claims filed against the estate. The firm will be paid at these hourly rates: David Freydin, Attorney $350 Jan Michael Hulstedt, Attorney $325 Derek Lofland, Attorney $325 Jeremy Nevel, Attorney $325 Mr. Freydin disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Freydin, Esq. Law Offices of David Freydin 8707 Skokie Blvd., Suite 312 Skokie, IL 60077 Telephone: (847) 972-6157 Facsimile: (866) 897-7577 Email: david.freydin@freydinlaw.com About E & H Enterprises E & H Enterprises, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-16549) on November 3, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Judge Jacqueline P. Cox presides over the case. David Freydin, Esq., at the Law Offices of David Freydin Ltd. represents the Debtor as bankruptcy counsel. EL DORADO GAS: Plan Exclusivity Period Extended to Feb. 16, 2025 ---------------------------------------------------------------- Judge Jamie A. Wilson of the U.S. Bankruptcy Court for the Southern District of Mississippi extended Bluestone Natural Resources II-South Texas and World Aircraft, Inc.'s, Debtor Affiliates of El Dorado Gas & Oil, Inc., exclusive period to file a chapter 11 plan of reorganization and disclosure statement to February 16, 2025. As shared by Troubled Company Reporter, Bankruptcy Court directed that the Debtors' cases be jointly administered with El Dorado Gas & Oil, Inc. and Hugoton Operating Company, LLC by Order entered May 22, 2024, under the lead case of El Dorado Gas & Oil, Inc. The Debtors explain that the companies and counsel have been unable to submit a disclosure statement or propose a Plan in these cases due to the uncertainty of the value of the assets and the complexity of the four jointly administered cases. El Dorado Gas & Oil, Inc., and affiliates are represented by: Patrick A. Sheehan, Esq. Sheehan & Ramsey, PLLC 429 Porter Ave Ocean Springs, MS 39564 Tel: 228-365-5707 Email: pat@sheehanramsey.com About El Dorado Gas & Oil and Hugoton Operating Company 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. On Feb. 22, 2024, Bluestone Natural Resources II - South Texas, LLC and World Aircraft, Inc. filed separate Chapter 11 petitions (Bankr. S.D. Miss. Case Nos. 24-50223 and 24-50224). On Jan. 12, 2024, the Court entered an order directing the appointment of a Chapter 11 trustee for Hugoton. On Jan. 22, 2024, the Court approved Dawn Ragan as the Chapter 11 trustee for Hugoton. On Jan. 31, 2024, the Court ordered the appointment of a Chapter 11 trustee for El Dorado. On Feb. 2, 2024, the Court approved Ms. Ragan as Chapter 11 trustee for El Dorado. No official committee of unsecured creditors has been established in any of the Debtor cases. 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 is 100% owned by El Dorado and El Dorado is 100% owned by Thomas Swarek. Bluestone is 100% owned by Hugoton. Bluestone owns oil and gas interests operated by the EDGO Debtors. World Aircraft is 100% owned by EDGO. World Aircraft owns various aircraft and equipment assets. Judge Katharine M Samson oversees the cases. Patrick Sheehan, Esq., at Sheehan & Ramsey, PLLC, is Debtors Bluestone Natural Resources II-South Texas, LLC and World Aircraft, Inc. 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. ELECTRICAL CONNECTIONS: Hires Clark Stith as Bankruptcy Counsel --------------------------------------------------------------- Electrical Connections Inc. seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to hire Clark Stith, an attorney practicing in Wyoming, as bankruptcy counsel. The firm will render these services: a. prepare pleadings and applications; b. provide advice regarding its rights, duties and obligations as a Debtor in possession; c. perform legal services incidental to operation of the Debtor's business; d. negotiate, prepare and confirm a plan of reorganization; and e. take other necessary and proper action in the preservation and administration of the bankruptcy estate. Stith's hourly rate is $400 per hour. Clark Stith does not represent any interest adverse to the Debtor or its estate. The counsel can be reached at: Clark Stith, Esq. 505 Broadway Rock Springs, WY 82901 Tel: (307) 382-5565 Fax: (307) 382-5552 Email: clarkstith@wyolawyers.com About Electrical Connections Inc. Electrical Connections Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20470) on November 25, 2024, listing $523,754 in assets and $2,737,254 in liabilities. The petition was signed by Darren Casey as authorized representative of the Debtor. Judge Cathleen D. Parker presides over the case. Clark D. Stith, Esq. represents the Debtor as counsel. ENC PARENT: $190MM Bank Debt Trades at 40% Discount --------------------------------------------------- Participations in a syndicated loan under which ENC Parent Corp is a borrower were trading in the secondary market around 60 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $190 million Term loan facility is scheduled to mature on August 19, 2029. ENC Parent Corporation (dba Evans Network of Companies or Evans Delivery) is an asset-light agent-based provider of services to operators in the intermodal drayage, truckload, and freight brokerage markets of the logistics industry. Services provided include national and regional sales support to agents via a number of back-office support functions including but not limited to accounts receivable management, payment processing, insurance, and compliance. ENC will be owned by PE firm Court Square Capital Partners. ENDI PLAZA: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Endi Plaza LLC 11 Cucolo Lane Monsey, NY 10952 Business Description: Endi Plaza LLC owns a mixed used residential apartment and commercial complex located at 2120 London Road, Duluth, Minnesota, known as "Endi Apartments" containing 142 apartments and 13,876 square feet of retail space and relating parking. Chapter 11 Petition Date: December 9, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-23068 Judge: Hon. Sean H Lane Debtor's Counsel: Kevin Nash,Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave New York, NY 10017-5690 E-mail: knash@gwfglaw.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Josh Steiner as restructuring officer. The Debtor failed to include in the petition a list of its 20 largest unsecured c reditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/52J7JJY/Endi_Plaza_LLC__nysbke-24-23068__0001.0.pdf?mcid=tGE4TAMA ENERFLEX LTD: S&P Raises ICR to 'BB' on Improving Leverage ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Enerflex Ltd., a Canadian midstream energy company, to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior secured $562.5 million notes due 2027 to 'BB+'. The '2' recovery rating on this debt indicates its expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that S&P Global Ratings-adjusted leverage will remain under 2.5x while maintaining a strong engineered systems backlog. S&P said, "Our assessment of Enerflex's financial risk reflects the company's focus on deleveraging through debt reduction and our expectation that leverage will be managed in line with the company's net leverage target of 1.5x-2.0x. Enerflex has directed its free cash flow toward repaying its term loan, partially redeeming its senior secured notes and decreasing revolving credit facility drawings, lowering its S&P Global Ratings-adjusted debt balance from approximately $1.5 billion in fiscal year-end 2022 to an estimated $0.8 billion by the end of fiscal year 2024. As a result, we expect S&P Global Ratings-adjusted leverage to decline from 3.0x in 2023 to 2.2x in 2024. We expect the company will continue repaying debt under its revolving credit facility over the next 12 months, moving leverage toward the lower end of its target range while modestly increasing growth capital spending and returns to shareholders. "Our stable outlook reflects our expectation that Enerflex will maintain S&P Global Ratings-adjusted leverage under 2.5x while maintaining a strong engineered systems backlog. "We would consider a negative rating action if operating conditions deteriorate, affecting contract renewals and bookings, such that we expect the company to sustain S&P Global Ratings-adjusted leverage above 2.5x. "We would consider a positive rating action if the company significantly increased its size and scale while maintaining leverage under 2.5x." EVENTIDE CREDIT: Comm. Taps Aurora Management as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of Eventide Credit Acquisitions, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Aurora Management Partners as its financial advisor. The firm will render these services: a. assist in the review of financial related disclosures, including the Debtors' Monthly Operating Reports; b. assist in the review of the claims reconciliation and claims estimation process, including review and analysis of the Debtors' intercompany activities and claims; c. assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; d. assist in the review and/or preparation of information and analysis necessary for the confirmation of any disclosure statement and plan of reorganization in these chapter 11 proceedings; e. assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and f. render other financial or business consulting or such other assistance as the Committee or its counsel may deem necessary, consistent with AMP's role as financial advisor in this proceeding. The advisor will be paid at these rates: Managing Partner $975 to 1050 per hour Senior Managing Directors $775 to 875 per hour Managing Directors $675 to 775 per hour Directors and equivalents $575 to 675 per hour Associates and analysts $375 to 575 per hour Administrative $150 to 375 per hour David Baker, managing partner at Aurora, assured the court that his firm is a "disinterested person" as defined in 11 U.S.C. 101(14). The firm can be reached through: David M. Baker Aurora Management Partners 112 South Tryon Street Suite 1770 Charlotte, NC 28284 Phone: (704) 377-6010 About Eventide Credit Acquisitions Eventide Credit Acquisitions, LLC, a Dallas-based company, filed voluntary Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 23-90007) on Sept. 6, 2023. On October 9, 3023, its affiliate, BWH Texas LLC, filed its voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code. In the petition signed by Matt Martorello, manager, Eventide Credit disclosed up to $100 million in both assets and liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Forshey Prostok as bankruptcy counsel and Donlin, Recano & Company, Inc. as notice, claims and balloting agent. FINEST COACHBUILDING: Taps Raines Feldman Littrell LLP as Attorney ------------------------------------------------------------------ Finest Coachbuilding Group LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Raines Feldman Littrell LLP as its attorneys. The firm's services include: a. advising the Debtor with respect to its powers and duties as debtor in possession in the continued management and operation of its business; b. advising and consulting on the conduct of this Case, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; e. preparing pleadings in connection with this Case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; f. representing the Debtor in connection with obtaining authority to obtain postpetition financing; g. advising the Debtor in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtor's estate; i. taking any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and j. performing all other necessary legal services for the Debtor in connection with the prosecution of this Case, including: (i) analyzing the Debtor's leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of any liens against the Debtor; and (iii) advising the Debtor on corporate and litigation matters. The firm will undertake representation of the Debtor at an hourly rate of between $425 and $975. The firm will be paid at these hourly rates: Partners $710 to $1,200 Of Counsel $525 to $950 Associates $375 to $595 Paraprofessionals $250 to $450 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received a retainer in the amount $200,000. Robert S. Marticell, Esq., a partner at Raines Feldman Littrell LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert S Marticell, Esq. Raines Feldman Littrell LLP 1900 Avenue of the Stars, 19th Floor Los Angeles, CA 90067 Telephone: (310) 440-4100 Email: rmarticello@raineslaw.com About Finest Coachbuilding Group Finest Coachbuilding Group LLC, doing business as Radford Motors, specializes in the creation of bespoke, luxury vehicles. Finest Coachbuilding Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12327) on October 10, 2024, with $1 million to $10 million in both assets and liabilities. Daniel Bednarski, chief financial officer and chief operating officer, signed the petition. Judge John T. Dorsey handles the case. The Debtor is represented by Thomas J. Francella, Jr., Esq. at Raines Feldman Littrell, LLP. FINTHRIVE SOFTWARE: $1.44BB Bank Debt Trades at 39% Discount ------------------------------------------------------------ Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 61.1 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.44 billion Term loan facility is scheduled to mature on December 18, 2028. About $1.40 billion of the loan has been drawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 57% Discount ----------------------------------------------------------- Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 42.6 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $460 million Term loan facility is scheduled to mature on December 17, 2029. About $396.0 million of the loan has been drawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FIREFLY NEUROSCIENCE: Appoints Greg Lipschitz as Executive Chairman ------------------------------------------------------------------- Firefly Neuroscience, Inc., announced Dec. 4, 2024, the appointment of current director of the Board, Greg Lipschitz, as executive chairman, effective as of Dec. 3, 2024. "I look forward to taking on a more active leadership role as Executive Chairman," said Greg Lipschitz, newly appointed Executive Chairman of Firefly. "I believe that Firefly is uniquely positioned at the intersection of artificial intelligence and brain health that I have long been passionate about, and I look forward to continuing my journey with the Company in this next chapter." Mr. Lipschitz has served as Firefly's director since December 2022. Mr. Lipschitz has over 13 years of combined experience in private equity, merchant banking, capital markets and finance. From June 2018 to February 2024, Mr. Lipschitz served as the Vice President of Lazer Capital. He currently serves as the Managing Director of Old Stone Advisors, a financial advisory firm. Mr. Lipschitz has advised on over $1 billion of transactions. He is a Chartered Financial Analyst and received his bachelor's degree in Business from the Richard Ivey Business School at the University of Western Ontario. Firefly's Board of Directors welcomed Mr. Lipschitz to the new expanded role and commented, "Greg brings extensive capital markets knowledge to the company and has been a valuable asset in moving the company agenda forward over the last three years. At this critical juncture heading into the new year as we commercialize our technology, the Board has decided that it is in the best interest of the company and our shareholders to transition him to the Executive Chairman role." Mr. David Johnson has resigned from the board of Firefly and stepped down as its Executive Chairman, effective as of Nov. 30, 2024. The Company said this was not the result of any disagreement between Mr. Johnson and the Company, its management, the Board or any committee of the Board on any matter relating to the Company's operations, policies or practices, or any other matter. The Firefly board also thanked Mr. Johnson for his contributions to the company and wished him well in his future endeavors. About Firefly Firefly (NASDAQ: AIFF) (formerly WaveDancer, Inc.) is an Artificial Intelligence company developing innovative solutions that improve brain health outcomes for patients with neurological and mental disorders. Firefly's FDA-510(k) cleared Brain Network Analytics (BNA) technology revolutionizes diagnostic and treatment monitoring methods for conditions such as depression, dementia, anxiety disorders, concussions, and ADHD. Over the past 15 years, Firefly has built a comprehensive database of brain wave tests, securing patent protection, and achieving FDA clearance. The Company is now launching BNA commercially, targeting pharmaceutical companies engaged in drug research and clinical trials, as well as medical practitioners for clinical use. Tysons, Virginia-based CohnReznick LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. FIREFLY NEUROSCIENCE: Widens Net Loss to $4.29M in Third Quarter ---------------------------------------------------------------- Firefly Neuroscience, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and comprehensive loss of $4.29 million on $33,000 of revenue for the three months ended Sept. 30, 2024, compared to a net loss and comprehensive loss of $650,000 on $23,000 of revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss and comprehensive loss of $6.67 million on $55,000 of revenue compared to a net loss and comprehensive loss of $1.53 million on $479,000 of revenue for the same period in 2023. As of Sept. 30, 2024, the Company had $5.31 million in total assets, $2.54 million in total liabilities, and $2.78 million in total stockholders' equity. As of Sept. 30, 2024, the Company had an accumulated deficit of $83,299,000 ( Dec. 31, 2023: $76,624,000) and negative cash flow from operating activities for the nine months ended Sept. 30, 2024, of $4,937,000 ( Sept. 30, 2023: $1,662,000). Further, the Company has recurring losses with minimal revenue from operations. While the Company is attempting to raise funds for commercialization, its monthly cash requirements during the nine months ended September 30, 2024, have been met through issuance of shares to new and existing stockholders. The Company said these conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/803578/000143774924035393/wavd20240930d_10q.htm About Firefly Firefly (NASDAQ: AIFF) (formerly WaveDancer, Inc.) is an Artificial Intelligence company developing innovative solutions that improve brain health outcomes for patients with neurological and mental disorders. Firefly's FDA-510(k) cleared Brain Network Analytics (BNA) technology revolutionizes diagnostic and treatment monitoring methods for conditions such as depression, dementia, anxiety disorders, concussions, and ADHD. Over the past 15 years, Firefly has built a comprehensive database of brain wave tests, securing patent protection, and achieving FDA clearance. The Company is now launching BNA commercially, targeting pharmaceutical companies engaged in drug research and clinical trials, as well as medical practitioners for clinical use. Tysons, Virginia-based CohnReznick LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. FLUENT INC: Incurs $7.94 Million Net Loss in Third Quarter ---------------------------------------------------------- Fluent Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $7.94 million on $64.52 million of revenue for the three months ended Sept. 30, 2024, compared to a net loss of $33.63 million on $66.24 million of revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company recorded a net loss of $25.85 million on $189.22 million of revenue compared to a net loss of $61.32 million on $225.64 million of revenue for the nine months ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $95.95 million in total assets, $75.97 million in total liabilities, and $19.98 million in total shareholders' equity. Fluent said, "Based on current projections, the Company expects to be in compliance with the new financial covenants for each of the quarters in the twelve months following the issuance date of this Quarterly Report on Form 10-Q. However, the Company has not met its projections for certain recent quarters, so there can be no assurance that the Company will meet its projections in the future. If during any fiscal quarter, the Credit Parties do not comply with any of their financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. Additionally, if the Company fails to raise capital in at least the amount required under the Third Amendment by November 29, 2024, such failure would also result in an event of default. In such case, the Company would not have sufficient funds to repay the SLR Term Loan ... and the SLR Revolver...In addition, even if the Company is able to raise additional capital as required by the Third Amendment, there is no assurance that such capital plus the available cash plus borrowing base on the SLR Revolver will be sufficient to fund operations over the next twelve months. If needed, the Company will consider implementing other cost-saving measures, but there is no guarantee that such plans would be successfully executed or have the expected benefits. As a result, management concluded that there is substantial doubt about the Company's ability to continue as a going concern for one year after the date of this Quarterly Report on Form 10-Q." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1460329/000143774924035493/flnt20240930_10q.htm About Fluent Inc. Fluent, Inc. -- https://www.fluentco.com/ -- is a performance marketing company, offering customer acquisition and partner monetization solutions that exceed client expectations. Leveraging untapped channels and diverse ad inventory across partner ecosystems and owned sites, Fluent connects brands with consumers at the most optimal moment, ensuring impactful engagement when it matters most. Constantly innovating and optimizing for performance, Fluent unlocks additional revenue streams for partners and empowers advertisers to acquire their most valuable customers at scale. FLUID MARKET: Committee Taps Blank Rome as Bankruptcy Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Fluid Market, Inc. and Fluid Fleet Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Blank Rome LLP as its counsel. Blank Rome will be paid at these rates: Ira L. Herman, Partner $1,315 per hour Joseph M. Welch, Partner $850 per hour Josef W. Mintz, Partner $845 per hour Matthew E. Kaslow, Associate $790 per hour Lawrence R. Thomas, Associate $640 per hour Jordan L. Williams, Associate $615 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Josef Mintz, Esq., a partner at Blank Rome, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Blank Rome disclosed the following: (a) Blank Rome did not agree to a variation of its standard or customary billing arrangement for this engagement; (b) None of the professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases; (c) Blank Rome did not represent the Committee prior to the Petition Date; and (d) Blank Rome is in the process of preparing a proposed staffing plan and budget for approval by the Committee. Blank Rome can be reached at: Josef W. Mintz, Esq. Blank Rome, LLP 1201 N. Market Street Wilmington, DE 19801 Tel: (215) 569-5528 Fax: (302) 425-6478 Email: josef.mintz@blankrome.com About Fluid Market Fluid Market, Inc., et al., operate and manage a technology-based, peer-to-peer truck-sharing platform across the United States with a fleet of nearly 5,500 vehicles owned by their non-Debtor affiliates or third-party owners who have elected to put their vehicles on the Debtors' platform, https://www.fluidtruck.com. Customers have quick and easy access to the right vehicle whenever they need it via the Debtors' mobile app and website. Fluid Market Inc. and Fluid Fleet Services, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12363) on Oct. 16, 2024. In the bankruptcy petition, Fluid Market reported $50 million to $100 million in assets and liabilities. The petition was signed by T. Scott Avila as chief executive officer. Pachulski Stang Ziehl & Jones LLP serves as the Debtors' counsel. Paladin Management Group, LLC acts as the Debtors' restructuring advisor; SSG Capital Advisors, LLC acts as investment banker to the Debtors; and Epiq Corporate Restructuring LLC is claims and noticing agent to the Debtors. FLUID MARKET: Committee Taps Dundon Advisers as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of Fluid Market, Inc. and Fluid Fleet Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dundon Advisers LLC as its financial advisor. The firm will render these services: -- assist in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; -- assist in the sales process for the assets of the Debtors; -- develop a complete understanding of the Debtors' businesses and their valuations; -- determine whether there are viable alternative paths for the disposition of the Debtors' assets from those currently or in the future proposed by any Debtor; -- assist the Committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; -- advise the Committee in negotiations with the Debtors and certain of the Debtors' lenders; -- assist the Committee in reviewing the Debtors' financial reports; -- review and provide analysis of the present and any subsequently proposed debtor-in-possession financing or use of cash collateral; -- assist the Committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; -- assist the Committee in investigating whether any unencumbered assets at Fluid Market, Inc., or any of its affiliated Debtors exist; -- attend meetings and assist in discussions with the Committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; -- present at meetings of the Committee, as well as meetings with other key stakeholders and parties; -- perform such other advisory services for the Committee as may be necessary or proper in these proceedings, subject to the aforementioned scope. The firm will bill these rates: Principal $960 Managing Director and Senior Adviser $850 Senior Director $755 Director $700 Associate Director $590 Senior Associate $485 Associate $350 In addition, the firm will seek reimbursement for expenses incurred. Peter Hurwitz, principal at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter Hurwitz Dundon Advisers LLC Ten Bank Street, Suite 1100 White Plains, New York 10606 Phone: (914) 341-1188 Email: ph@dundon.com About Fluid Market Fluid Market, Inc., et al., operate and manage a technology-based, peer-to-peer truck-sharing platform across the United States with a fleet of nearly 5,500 vehicles owned by their non-Debtor affiliates or third-party owners who have elected to put their vehicles on the Debtors' platform, https://www.fluidtruck.com. Customers have quick and easy access to the right vehicle whenever they need it via the Debtors' mobile app and website. Fluid Market Inc. and Fluid Fleet Services, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12363) on Oct. 16, 2024. In the bankruptcy petition, Fluid Market reported $50 million to $100 million in assets and liabilities. The petition was signed by T. Scott Avila as chief executive officer. Pachulski Stang Ziehl & Jones LLP serves as the Debtors' counsel. Paladin Management Group, LLC acts as the Debtors' restructuring advisor; SSG Capital Advisors, LLC acts as investment banker to the Debtors; and Epiq Corporate Restructuring LLC is claims and noticing agent to the Debtors. FOX REALTY: Ronald Friedman of Rimon PC Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 2 appointed Ronald Friedman, Esq., at Rimon, PC as Subchapter V trustee for Fox Realty Management, LLC. Mr. Friedman will be paid an hourly fee of $750 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Friedman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ronald J. Friedman, Esq. Rimon PC 100 Jericho Quadrangle, Ste. 300 Jericho, NY 11753 Email: ronald.friedman@rimonlaw.com About Fox Realty Management Fox Realty Management, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-11993) on November 18, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Judge Lisa G. Beckerman presides over the case. FRANCHISE GROUP: Hires Ducera Partners LLC as Investment Banker --------------------------------------------------------------- Franchise Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Ducera Partners LLC as investment banker. The firm's services include: (a) General Financial Advisory Services (i) familiarizing itself with the business, operations, financial condition, financial statements, business plans, forecasts, prospects, and capital structure of the Debtors; (ii) assisting the Debtors with the development of financial data and presentations to the Debtors and their board(s) of directors, various creditors, and other parties; (iii) analyzing the Debtors' liquidity and evaluating alternatives to improve such liquidity; (iv) assisting with the evaluation of the Debtors' valuation, debt capacity and alternative capital structures in light of their projected cash flow; (v) providing such other advisory services as may be agreed upon by Ducera and the Debtors; and (vi) participating in conference calls or meeting with the Debtors' lenders; (b) Restructuring Services (i) analyzing various restructuring scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of stakeholders; (ii) providing strategic advice with regard to restructuring or refinancing the Debtors' Existing Obligations including, but not limited to, negotiating interim amendments with holders of Existing Obligations; (iii) providing financial advice and assistance to the Debtors in developing a Restructuring; (iv) providing financial advice and assistance to the Debtors in structuring any new securities to be issued under a Restructuring; and (v) assisting the Debtors and/or participating in negotiations with entities or groups affected by the Restructuring; (c) Financing Services (i) providing financial advice to the Debtors in connection with the structure and effectuation of a Financing, including the arrangement of third-party DIP financing or third-party exit financing, identifying potential investors and, at the Debtors' request, contacting and soliciting such investors; and (ii) assisting with the arrangement of a Financing, including identifying potential sources of capital, assisting in the due diligence process, and negotiating the terms of any proposed Financing; (d) Transaction Services (i) providing financial advice to the Debtors in structuring, evaluating and effectuating a Transaction involving the Debtors' whole business or individual businesses, including Pet Supplies Plus, Vitamin Shoppe, Buddy's, and American Freight; (ii) identifying potential Transaction counterparties and, if requested, contacting and soliciting potential counterparties; (iii) analyzing various Transaction scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of potential stakeholders impacted by the Transaction; and (iv) assisting with the arrangement and execution of a Transaction, including identifying potential counterparties or parties in interest, assisting in the due diligence process, and negotiating the terms of any proposed Transaction. The firm will be compensated as follows: (a) Monthly Advisory Fee: A monthly fee in the amount of $175,000 per month, commencing as of June 15, 2024, which shall be due and payable until the termination of Ducera's services pursuant to the Engagement Letter; provided, that the Company shall receive a discount of $87,500 per month against any Transaction Fee for each month the Monthly Advisory Fee is paid commencing after payment of the third (3rd) full Monthly Advisory Fee (the "Ducera Discount"); provided, further, however, that the Ducera Discount shall only apply if any and all outstanding invoices for Monthly Advisory Fees have been paid before, or in connection with, the consummation of a Transaction. (b) In-Court Restructuring Fee: For Restructuring Services rendered to the Debtors in accordance with Section 1(b) of the Engagement Letter, an InCourt Restructuring Fee, which shall be earned and payable upon the consummation of a Restructuring. The In-Court Restructuring Fee shall equal 75.0 basis points of the principal amount of Existing Obligations subject to the Restructuring. (c) Transaction Fee: For Transaction Services rendered in accordance with Section 1(d) of the Engagement Letter, a Transaction Fee, which shall be due and payable upon consummation of each Transaction involving the Debtors' whole business and/or individual businesses, including Pet Supplies Plus, Vitamin Shoppe, Buddy's, and American Freight. The Transaction Fee shall be calculated based on the Transaction Value set forth in the table below, with the applicable percentage applied using a continuous linear sliding scale: Transaction Value Applicable Fee Percent $100,000,000 or less 2.000 percent $200,000,000 1.650 percent $300,000,000 1.500 percent $400,000,000 1.400 percent $500,000,000 1.300 percent $600,000,000 1.200 percent $700,000,000 1.150 percent $800,000,000 1.100 percent $900,000,000 1.050 percent $1,000,000,000 1.000 percent $1,250,000,000 0.925 percent $1,500,000,000 0.850 percent $1,750,000,000 0.775 percent $2,000,000,000 or more 0.700 percent Notwithstanding anything else contained herein, the minimum Transaction Fee for each and any distinct Transaction shall be $2,500,000, except for a Transaction involving the Debtors' Buddy's Home Furnishings business, for which the minimum Transaction Fee shall be $2,000,000. Fifty percent of the aggregate Transaction Fees payable to Ducera shall be credited against any In-Court Restructuring Fee. (d) Financing Fee: For Financing Services rendered to the Debtors in accordance with Section 1(c) of the Engagement Letter, a Financing Fee, which shall be earned and payable upon the closing of a Financing; provided, however, for the avoidance of doubt, a Financing Fee shall not be earned nor payable in conjunction with either (i) a securitization transaction involving the Debtors' Pet Supplies Plus business or any resyndication of the asset backed lending facility ("ABL") by JP Morgan Chase & Co. or any affiliate thereof, or (ii) any DIP financing or exit financing provided by the lenders under the ABL, that certain First Lien Credit Agreement, dated as of March 10, 2021, that certain Second Lien Credit Agreement, dated as of March 10, 2021, and/or that certain HoldCo Credit Agreement, dated as of August 21, 2023. The Financing Fee shall equal: i. 1.50 percent of the face amount of senior secured debt (including, but not limited to, revolving credit and asset backed lending facilities) Raised; plus ii. 3 percent of the face amount of any unsecured or junior secured debt Raised; plus iii. 5 percent of any equity capital, convertible, or hybrid capital, including warrants, or similar contingent equity securities Raised. e) Expense Reimbursement: The Debtors shall reimburse Ducera at cost for its reasonable and documented out-of-pocket expenses including, but not limited to, travel and transportation expenses, third party research and telecommunication expenses, printing costs, courier and other shipping and mailing costs incurred in connection with providing the services described herein and in the Engagement Letter, including the reasonable and documented expenses of Ducera's external legal counsel; provided, however, that the out-of-pocket expenses shall not exceed $25,000 in the aggregate without the prior consent of the Debtors and any expenses in excess of $15,000 will require prior written consent of the Debtors (email to be sufficient); provided, further, that the foregoing shall be expressly subject to the Terms and Conditions set forth in Annex A to the Engagement Letter and shall not limit any obligations of the Debtors to Ducera thereunder. Christopher Grubb, a partner at Ducera, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher Grubb Ducera Partners LLC 11 Times Sq Floor 36 New York, NY 10036 Tel: (212) 671-9700 About Franchise Group Inc. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. Franchise Group, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Del. Lead Case No. 24-12480) on Nov. 3, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. The petitions were signed by David Orlofsky as chief restructuring officer. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, AlixPartners is serving as financial advisor and Chief Restructuring Officer, and Ducera Partners is serving as investment banker to the Company. Paul Hastings LLP is serving as legal counsel and Lazard is serving as investment banker to the first lien ad hoc group. FRANCHISE GROUP: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------ Franchise Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to retain professionals utilized in the ordinary course of business. These OCPs have provided legal, technical, accounting, consulting, and/or other related services to the Debtors, upon which they rely on to manage their day-to-day operations. The Debtors seek to pay OCPs 100 percent of the fees and expenses incurred. The Debtors do not believe that any of the OCPs have an interest materially adverse to them, their estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCPs' include: BDO Seidman 200 Park Ave., 38th Floor, New York, NY 10166 Accounting Firm: Tax Matters Clarus Partners 1233 Dublin Rd., Columbus, OH 43215 Consulting Firm: Tax Compliance Cole Schotz P.C. 1325 Ave. of the Americas, 19th Floor, New York, NY 10019 Legal Counsel: Real Estate and Corporate Covington & Burling LLP 620 Eighth Ave., New York, NY 10018 Legal Counsel: Regulatory (USDA and Related) DLA Piper LLP (US) 1251 6th Ave., New York, NY 10020 Legal Counsel: Franchise Dunn & Allsman, LLC 18 Campus Blvd., Suite 100, Newtown Square, PA 19073 Legal Counsel: Franchise EXL Service (Ireland) Limited One Spencer Dock, North Wall Quay, Dublin 1, Ireland Tax Consultant: Internal Audit Foley & Lardner LLP 777 E. Wisconsin Ave., Milwaukee, WI 53202 Legal Counsel: Employment Benefits Frost Brown Todd LLP 10 West Broad St., Suite 2300, Columbus, OH 43215 Legal Counsel: Immigration Employment Matters Gordon Rees Scully Mansukhani, LLP 290 W. Mt. Pleasant Ave., #3310, Livingston, NJ 07039 Legal Counsel: Franchise Matters Grant Thorton LLP 757 Third Ave., 9th Floor, New York, NY 10017 Accounting Firm: Annual Audits Honigman LLP 155 N. Wacker Dr., Suite 3100, Chicago, IL 60606 Legal Counsel: Advertising Matters and Litigation Arising in Illinois Hunton Andrews Kurth LLP 200 Park Ave., New York, NY 10019 Legal Counsel: Intellectual Property (Trademark Monitoring Services) Jackson Lewis P.C. 666 Third Ave., 28th Floor, New York, NY 10017 Legal Counsel: Employment Matters Kroll LLC 285 Fulton St., 31st Floor, New York, NY 10007 Compliance Firm: Property Tax Matters Littler Mendelson P.C. 101 Second St., Suite 1000 San Francisco, CA 94105 Legal Counsel: Employment Matters Platinum Filings LLC 99 W. Hawthorne Ave., Valley Stream, NY 11580 Legal Counsel: Compliance Matters Reed Smith LLP 599 Lexington Ave., New York, NY 10022 Legal Counsel: Data Privacy and Website Accessibility RSM US LLP 151 W. 42nd St., 19th Floor, New York, NY 10036 Consulting Firm: Tax Matters Ryan, LLC Three Galleria Tower 13155 Noel Road, Suite 100 Dallas, TX 75240 Legal Counsel: Tax Compliance and Franchise Disclosures Sheridan Ross P.C. 1560 Broadway #1200, Denver, CO 80202 Legal Counsel: Intellectual Property Sociedade Rebelo de Sousa & Advogados Associados, SP, RL Rua D. Francisco Manuel de Melo, no. 21, 1070-085 Lisbon, Portugal Legal Counsel: International Employment Matters Stout Risius Ross, LLC 120 W. 45th St., Suite 2900, New York, NY 10036 Consulting Firm: Asset Analysis Troutman Pepper Hamilton Sanders LLP 600 Peachtree St., N.E. Suite 3000, Atlanta, GA 30308 Legal Counsel: General Corporate and Governance Matters About Franchise Group Inc. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. Franchise Group, Inc. and its affiliayes filed their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Del. Lead Case No. 24-12480) on Nov. 3, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. The petitions were signed by David Orlofsky as chief restructuring officer. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, AlixPartners is serving as financial advisor and Chief Restructuring Officer, and Ducera Partners is serving as investment banker to the Company. Paul Hastings LLP is serving as legal counsel and Lazard is serving as investment banker to the first lien ad hoc group. FRANCHISE GROUP: Taps David Orlofsky of AP Services LLP as CRO -------------------------------------------------------------- Franchise Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire AP Services, LLC and designate David Orlofsky as chief restructuring officer. The firm's services include: a. overseeing, advising, and recommending decisions to the Debtors' management team and Board of Directors with respect to the Debtors' negotiations amongst its key stakeholders (the First Lien Lenders, Second Lien Term Lenders, HoldCo Lenders, ABL Lenders, and existing equity holders (collectively, the "Key Stakeholders")) regarding a comprehensive restructuring transaction (the "Restructuring Negotiations"). b. providing updates to the Key Stakeholders with respect to the status of the Restructuring Negotiations with other Key Stakeholders. c. providing 13-Week Cash Flow Forecasts to Key Stakeholders. d. designing and implementing a contingency plan with respect to the Debtors' American Freight business (including, but not limited to, separation and potential wind down, and/or store-closing and liquidation sales). e. completing a general unsecured claims analysis with respect to these Chapter 11 Cases. f. negotiating and assisting the Debtors' advisors in documenting DIP and cash collateral orders. g. communicating with, and promptly responding to information requests from the Debtors' Key Stakeholders and other parties in interest in these Chapter 11 Cases. h. evaluating the Debtors' business plan and such other related forecasts as may be required in connection with the restructuring process or needed by the Debtors for other corporate purposes. i. coordinating and providing administrative support for the Chapter 11 Cases and developing with the Debtors' other professionals: (i) a disclosure statement and plan of reorganization; (ii) a liquidation analysis; (iii) statements of financial affairs and schedules of assets and liabilities; (iv) a potential preference analysis; (v) claims analysis; and (vi) monthly operating reports and other regular reporting required by the Court. j. providing testimony, as requested from time to time, regarding any matters to which APS is providing services. k. assisting the Debtors with such other mutually agreeable matters as may be requested by the Debtors and the Ad Hoc Group of First Lien Lenders. The current standard hourly rates of Mr. Orlofsky and the primary APS Personnel presently working on this matter that will be assisting Mr. Orlofsky (among others) include the following: A. Interim Management David Orlofsky, CRO $175,000 per month B. Additional Temporary Staff Rodi Blokh $1,225 per hour Dan Kelsall $1,200 per hour Swapna Deshpande $1,200 per hour Jeremy Dioso $895 per hour On July 31, 2024, and pursuant to the Engagement Letter, APS and affiliates received a retainer in the amount of $200,000. David Orlofsky, a partner and managing director at AlixPartners, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Orlofsky Alixpartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Tel: (212) 490-2500 Fax: (212) 490-1344 Email: dorlofsky@alixpartners.com About Franchise Group Inc. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. Franchise Group, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Del. Lead Case No. 24-12480) on Nov. 3, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. The petitions were signed by David Orlofsky as chief restructuring officer. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, AlixPartners is serving as financial advisor and Chief Restructuring Officer, and Ducera Partners is serving as investment banker to the Company. Paul Hastings LLP is serving as legal counsel and Lazard is serving as investment banker to the first lien ad hoc group. FRANCHISE GROUP: Taps Hilco Real Estate as Consultant and Advisor ----------------------------------------------------------------- Franchise Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hilco Real Estate, LLC as real estate consultant and advisor. The firm will render these services: (a) meet with the Debtors to ascertain the Debtors' goals, objectives, and financial parameters; (b) mutually agree with the Debtors with respect to a strategic plan for restructuring or terminating the Leases (the "Strategy"); (c) negotiate, on the Debtors' behalf, the terms of restructuring and termination agreements with the landlords under the Leases, in accordance with the Strategy; (d) provide written reports periodically to the Debtors regarding the status of such negotiations; and (e) assist the Debtors in closing lease restructuring and termination agreements. Hilco will receive these rates: (a) Compensation. As compensation for Hilco's Services, the Debtors will pay to Hilco compensation in accordance with section 4 of the Engagement Agreement, provided, that for any Restructured Lease that is rejected during these Chapter 11 Cases, fees shall be due or payable with respect to such Restructured Lease solely to the extent that the Debtors realize the benefit of any Restructured Lease Savings prior to rejection, in which case Hilco's compensation shall be calculated solely based on the Restructured Lease Savings realized by the Debtors prior to rejection. (b) Restructuring. For each Lease that becomes a Restructured Lease, Hilco shall earn a fee equal to the Restructured Lease Savings Fee. The amounts payable on account of a Restructured Lease shall be paid in a lump sum upon closing of the transaction having the effect of restructuring the Lease. (c) Termination or Term Shortening. For each Lease that becomes a Term Shortened Lease, Hilco shall earn a fee equal to the Term Shortened Lease Fee. The amounts payable on account of a Term Shortened Lease shall be paid in a lump sum upon closing of the transaction that provides the Debtors with an early termination right or has the effect of terminating or otherwise shortening the term of such Lease. (d) Term Extension. For each Lease that becomes a Term Extended Lease, Hilco shall earn a fee equal to the Term Extended Lease Fee. The amounts payable on account of a Term Extended Lease shall be paid in a lump sum upon closing of the transaction that has the effect of extending the term of such Lease. (e) Sales. For each Lease that becomes a Sold Lease, Hilco shall earn a fee equal to the Sold Lease Fee. The amounts payable on account of a Sold Lease shall be paid in a lump sum upon closing of the transaction having the effect of selling the Lease, as the case may be. (f) Sublets. For each Lease that becomes a Sublet Lease, Hilco shall earn a fee equal to the Sublet Lease Fee. The amounts payable on account of a Sublet Lease shall be paid in a lump sum upon closing of the transaction having the effect of subletting all or a portion of the premises under the Lease. (g) Free and Clear. All fees payable to Hilco hereunder shall be free and clear of any liens, claims and encumbrances, including the liens of any secured parties. (h) Expenses. All Expenses17 shall be borne by the Debtors and Hilco shall be entitled to reimbursement for any such Expenses. Billing shall be monthly, and invoices are due no later than thirty (30) days after the Company's receipt of the invoice. Expenses shall not exceed $1,000 per month without the Company's prior written approval. As disclosed in court filings, Hilco Real Estate does not have a material interest adverse to the Debtor regarding the specific matters for which it is to be retained. The firm can be reached through: Eric W. Kaup Hilco Real Estate, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel: (847) 504-2463 Email: ekaup@hilcoglobal.com About Franchise Group Inc. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. Franchise Group, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Del. Lead Case No. 24-12480) on Nov. 3, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. The petitions were signed by David Orlofsky as chief restructuring officer. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, AlixPartners is serving as financial advisor and Chief Restructuring Officer, and Ducera Partners is serving as investment banker to the Company. Paul Hastings LLP is serving as legal counsel and Lazard is serving as investment banker to the first lien ad hoc group. FRANCHISE GROUP: Taps Kroll Restructuring as Administrative Advisor ------------------------------------------------------------------- Franchise Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kroll Restructuring Administration LLC as administrative advisor. The firm will render these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a Chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. The firm will be paid at these rates: Analyst $35 to $60 per hour Technology Consultant $50 to $135 per hour Consultant/Senior Consultant $75 to $205 per hour Director $215 to $265 per hour Solicitation Consultant $235 per hour Director of Solicitation $275 per hour Managing Director $300 per hour Prior to the Petition Date, the Debtors paid the firm an advance in the amount of $40,000, which was received by the firm on October 25, 2024. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration, LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Tel: (212) 593-1000 About Franchise Group Inc. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. Franchise Group, Inc. and its affiliayes filed their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Del. Lead Case No. 24-12480) on Nov. 3, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. The petitions were signed by David Orlofsky as chief restructuring officer. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, AlixPartners is serving as financial advisor and Chief Restructuring Officer, and Ducera Partners is serving as investment banker to the Company. Paul Hastings LLP is serving as legal counsel and Lazard is serving as investment banker to the first lien ad hoc group. FRANCHISE GROUP: Taps Petrillo Klein + Boxer as Special Counsel --------------------------------------------------------------- Franchise Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Petrillo Klein + Boxer LLP as special counsel. Petrillo Klein will continue to provide advice and services with respect to the Independent Director Matters in accordance with the terms of the Engagement Agreement. In this role, the firm will act solely at the direction of the Independent Directors. The firm will paid at these hourly rates: Attorneys $675 to $1,385 Non-Legal Personnel $295 to $335 Joshua Klein $1,340 Caelyn Stephens $1,075 Cara Hume $785 On Oct. 24, 2024, the firm received an advanced payment retainer in the amount of $75,000. The following is provided in response to the request for additional information set forth in the U.S. Trustee Guidelines: Question: Did Petrillo Klein agree to any variations from, or alternatives to, its standard billing arrangements for this engagement? Answer: No. Question: Do any of Petrillo Klein's professionals in this engagement vary their rate based on the geographic location of these Chapter 11 Cases? Answer: No. Question: If Petrillo Klein represented the Debtors in the 12 months prepetition, disclose Petrillo Klein's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Petrillo Klein's billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: The billing rates for attorneys in connection with the Initial Independent Investigation were based on the firm's 2023 hourly rates and are as set forth below: Guy Petrillo $1,325 Joshua Klein $1,255 Jenny Lotova $675 Chanel Thomas $650 Petrillo Klein provided a 25% discount on the initial $300,000 in fees billed to FRG in connection with the Initial Independent Investigation. Petrillo Klein billed an additional $166,804.80 in fees in connection with the Initial Independent Investigation, at its 2023 hourly rates, for which no discount was provided. The prepetition billing rates in connection with the Independent Director Matters are based on the Firm's 2024 hourly rates and are set forth in the Application. Such billing rates are subject to periodic increases, as set forth herein and in the Application. Question: Have the Debtors approved Petrillo Klein's prospective budget and staffing plan, and if so, for what budget period? Answer: Yes. The Debtors have approved the plan through January 30, 2025, though the budget and plan are subject to revisions. Joshua Klein, a partner in Petrillo Klein + Boxer LLP, assured the court that his firm does not hold or represent any interest adverse to the Debtors or their estates with respect to the matters on which the firm is to be employed. The firm can be reached through: Joshua Klein, Esq. Petrillo Klein + Boxer LLP 655 Third Avenue, 22nd Floor New York, NY 10017 Tel: (212) 370-0334 Email: jklein@Petrillo Kleinllp.com About Franchise Group Inc. Franchise Group, Inc., through its subsidiaries, operates franchised and franchisable businesses including The Vitamin Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More, American Freight, Buddy's Home Furnishings and Sylvan Learning Systems, Inc. Franchise Group, Inc. and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. D. Del. Lead Case No. 24-12480) on Nov. 3, 2024, listing $1,000,000,001 to $10 billion in both assets and liabilities. The petitions were signed by David Orlofsky as chief restructuring officer. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, AlixPartners is serving as financial advisor and Chief Restructuring Officer, and Ducera Partners is serving as investment banker to the Company. Paul Hastings LLP is serving as legal counsel and Lazard is serving as investment banker to the first lien ad hoc group. FREE SPEECH: Conn. Panel Cuts $150M from $1.44B Alex Jones Verdict ------------------------------------------------------------------ Aaron Keller of Law360 reports that the on December 6, 2024, the Connecticut Appellate Court sliced $150 million from a $1.44 billion trial trial court judgment against Infowars host Alex Jones. The court ruled that the state's consumer protection laws did not permit Sandy Hook survivors to seek damages for alleged harms related to Jones' ancillary product sales tied to his claims that the shooting was a hoax. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. FTX TRADING: Resists Three Arrows' Effort to Add $1.5B to Claim --------------------------------------------------------------- Hilary Russ of Law360 reports that FTX is resisting efforts by liquidators of the collapsed cryptocurrency hedge fund Three Arrows Capital to increase their claims by over $1.5 billion in FTX's Chapter 11 case in Delaware bankruptcy court. About FTX Trading Ltd. FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GAROFOLO REAL ESTATE: Taps Mayerson and Hartheimer as Counsel ------------------------------------------------------------- Garofolo Real Estate Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Mayerson and Hartheimer, PLLC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor regarding local rules, practice, and procedures, and on how to accomplish its goals in connection with the prosecution of its Subchapter V case; (b) advise the Debtor with respect to its powers and duties in the continued management and the operation of its business; (c) attend meetings and negotiations with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the Subchapter V case; (d) take all necessary action to protect and preserve the Debtor's estate; (e) prepare legal papers; (f) prepare and negotiate on the Debtor's behalf its Chapter 11 plan, disclosure statement (if any), and all related documents, and pursue confirmation of such plan; (g) perform other necessary legal services and provide other necessary legal advice to the Debtor in connection with the Subchapter V case; and (h) appear before the bankruptcy court, any appellate court and at meetings of the U.S. Trustee. The firm received a retainer of $65,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Partners $650 Other Attorneys $300 - $450 Paralegals $150 In addition, the firm will seek reimbursement for expenses incurred. David Hartheimer, Esq., an attorney at Mayerson and Hartheimer, 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: David H. Hartheimer, Esq. Mayerson and Hartheimer, PLLC 845 3rd Ave., 11th Floor New York, NY 10022 Telephone: (646) 778-4382 Facsimile: (501) 423-8672 Email: David@mhlaw-ny.com About Garofolo Real Estate Holdings LLC Garofolo Real Estate Holdings LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11915) on Nov. 6, 2024, listing up to $50,000 in assets and $1,000,001 to $10 million in liabilities. Judge Martin Glenn presides over the case. Sandra E. Mayerson, Esq. at Mayerson & Hartheimer PLLC represents the Debtor as counsel. GILL RANCH: Taps Andrew De Camara of Sherwood Partners as CRO ------------------------------------------------------------- Gill Ranch LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Andrew De Camara of Sherwood Partners, Inc. as chief restructuring officer, as well as additional personnel. Mr. De Camara will assist potential purchasers in connection with their due diligence activities, answer questions posted by potential purchasers regarding the bid and sale procedures, determine on behalf of the Debtor the highest and best offer for the Debtor's assets, and act as an overall guide throughout the sale process (including to closing). The firm will receive compensation as follows: a. Prepetition Retainer: The Debtor paid Sherwood a prepetition retainer in the amount of $50,000. b. Hourly Fee: The Debtor has agreed to pay the CRO at the rate of $715 per hour. Sherwood Personnel will be billed at an hourly rate between $450 and $675 per hour. Mr. De Camara assured the court that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew De Camara Sherwood Partners, Inc. 3945 Freedom Cir #560 Santa Clara, CA 95054 Phone: (650) 454-8001 About Gill Ranch LLC Gill Ranch LLC is a limited liability company. Gill Ranch LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-30886) on November 25, 2024. In the petition filed by Andrew De Camara, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by Ori Katz, Esq. at SHEPPARD MULLIN RICHTER & HAMPTON, LLP. GRAY TELEVISION: S&P Downgrades ICR to 'B-', Outlook Stable ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Gray Television Inc. to 'B-' from 'B'. S&P said, "At the same time, we lowered the issue-level rating on the company's senior secured debt to 'B' from 'B+' and our issue-level rating on its senior unsecured debt to 'CCC' from 'CCC+'. Our '2' and '6' recovery ratings on the secured and unsecured debt, respectively, are unchanged. "The stable outlook reflects our view that the company will maintain net leverage in the high-6x area in 2025 while maintaining positive FOCF and EBITDA interest coverage above 1.5x over the next 12 months. "We expect S&P Global Ratings-adjusted FOCF to debt will remain below 5% over a political cycle (our threshold for the 'B' rating) and S&P Global Ratings-adjusted net leverage will remain above 6x. Gray materially underperformed our 2024 political advertising revenue expectations ($500 million compared to an estimated $600 million), mostly due to late shifting of political advertising spending to markets outside of Gray's TV station portfolio. In particular, the company had lower revenue from Senate races, which is its largest political advertising category. The company's core advertising revenue also underperformed our expectations, and we now expect core advertising will decline 2% in 2024, compared to previous expectations of flat growth. This is, in part, due to the replacement of Southeastern Conference football programming with the Big Ten football programing on its CBS stations which will not perform as well within the company's station footprint. We believe advertising trends for legacy media have also remained depressed amid soft economic conditions. We expect Gray will increase its core advertising revenue by about 1.5% in 2025, given the lack of political displacement. "Additionally, we expect the company's distribution revenue will be about flat to down 1% in 2025, which follows a 3.5% decline in 2024, because we believe annual price escalators will be insufficient to offset elevated subscriber churn. That said, the company will renegotiate all of its contracts with the big four networks over the next 13 months, which could potentially lower reverse retransmission fees to help offset declining retransmission revenue. "The company expects recent cost-saving initiatives will yield $60 million in annual expense savings, although we still expect limited cash flow will be available for debt repayment in 2025 absent political advertising revenue and $52 million of annual preferred dividends and $30 million-$35 million of annual common dividends. While the company can pay interest in kind on its preferred stock, it would result in a significantly growing preferred equity balance, which we include in our calculation of adjusted debt and leverage. "The company has adequate liquidity with a prolonged debt maturity profile. We expect Gray will reduce net leverage below 6.5x by the end of 2026 through a combination of recent cost-saving actions, recent debt repayment and associated interest savings (Gray has reduced its outstanding debt principal by $519 million in 2024), and cash flow from political advertising revenue in 2026. The company also has an extended debt maturity profile after refinancing earlier this year, such that its next debt maturities are its $300 million accounts-receivable (AR) securitization facility due 2026 (fully drawn) and its $528 million senior unsecured notes due 2027. We believe the company will be able to extend the maturity of its AR securitization facility and that it has a path to repay its 2027 senior unsecured notes using a combination of cash generated from political advertising revenue in 2026 and availability under its $680 million revolving credit facility (fully undrawn). Still, we view ongoing debt and expense reduction as crucial for Gray to continue to deleverage and improve cash flow generation ahead of sizable debt maturities beyond 2027. "The stable outlook reflects our view that the company will maintain net leverage in the high-6x area in 2025 while maintaining positive FOCF and EBITDA interest coverage above 1.5x over the next 12 months. "We could lower the rating if we expect Gray's EBITDA interest coverage will decline to the low-1x area, or we believe it cannot generate sustainably positive FOCF, resulting in its capital structure becoming unsustainable." This could occur if: -- Net retransmission revenue declines due to either lower-than-expected price increases with pay-TV distributors during upcoming contract renewals or growth in reverse retransmission fees do not moderate as we currently expect; or -- A severe or prolonged economic slowdown causes declines in its core advertising revenue. S&P could also lower its rating if we expect Gray will complete a debt restructuring that it views tantamount to a default. S&P could raise its rating on Gray if it expects the company to generate FOCF to debt above 5% (over a political cycle) on a sustained basis while reducing net leverage to 6x. S&P believes this could occur if: -- The revenue trends in the company's various segments show relative stability; and -- The company improves its cash flow available for debt repayment, likely through expense or dividend reductions, and it uses all of its excess cash for voluntary debt repayment. ESG factors have no material influence on S&P's credit rating analysis of Gray. GREENWAVE TECHNOLOGY: Posts $4.80 Million Net Loss in Third Quarter ------------------------------------------------------------------- Greenwave Technology Solutions, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.80 million on $8.51 million of revenues for the three months ended Sept. 30, 2024, compared to a net loss of $16.49 million on $8.18 million of revenues for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $5.54 million on $24.89 million of revenues compared to a net loss of $22.78 million on $26.64 million of revenues for the nine months ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $69.57 million in total assets, $18.30 million in total liabilities, and $51.27 million in total stockholders' equity. As of Sept. 30, 2024, the Company had cash of $15,199,655 and working capital (current assets in excess of current liabilities) of $6,766,724. The accumulated deficit as of Sept. 30, 2024 was $(477,931,850). Greenwave stated, "These conditions raise substantial doubt about the Company's ability to continue as a going concern for one year from the issuance of the unaudited condensed consolidated financial statements. "If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company's ability to raise additional capital will be impacted by market conditions and the price of the Company's common stock." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1589149/000149315224046276/form10-q.htm About Greenwave Headquartered in Chesapeake, VA, Greenwave Technology Solutions, Inc. -- https://www.greenwavetechnologysolutions.com/ -- is an operator of 13 metal recycling facilities in Virginia, North Carolina, and Ohio. The Company's recycling facilities collect, classify, and process raw scrap metal (ferrous and nonferrous). The Company's main product is selling ferrous metal, which is used in the recycling and production of finished steel. It is categorized into heavy melting steel, plate and structural, and shredded scrap, with various grades of each of those categorizations based on the content, size and consistency of the metal. The Company also processes nonferrous metals such as aluminum, copper, stainless steel, nickel, brass, titanium, lead, alloys and mixed metal products. Additionally, the Company sells the catalytic converters recovered from end-of-life vehicles to processors which extract the nonferrous precious metals such as platinum, palladium and rhodium. The Company provides metal recycling services to a wide range of suppliers, including large corporations, industrial manufacturers, retail customers, and government organizations. New York, NY-based RBSM LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has net loss, has generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about the Company's ability to continue as a going concern. HARDINGE INC: Seeks to Extend Plan Exclusivity to Feb. 24, 2025 --------------------------------------------------------------- Hardinge Inc. and its affiliates asked the U.S. Bankruptcy Court for the District of Delaware to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to February 24, 2025 and April 25, 2025, respectively. The Debtors believe that the requested extensions of the Exclusive Periods will afford the key parties-in-interest time to continue to negotiate in respect of the plan and potential settlements. Accordingly, the Debtors submit that this factor weighs in favor of the requested extension of the Exclusive Periods. The Debtors claim that they are not seeking an extension to delay administration of these Chapter 11 Cases or to exert pressure on their creditors, but rather to resolve issues related to the filed plan and any necessary amendments thereto, facilitate the review of claims, and continue the orderly, efficient, and cost-effective chapter 11 process. Accordingly, the Debtors believe that the requested extension is warranted and appropriate under the circumstances. The Debtors assert that termination of the Exclusive Periods would adversely impact their progress in these Chapter 11 Cases. Simply put, if the requested extensions are denied, absent confirmation of the filed plan and upon expiration of the Exclusive Periods, any party-in-interest would be free to propose a plan for the Debtors and solicit acceptances thereof. Such a ruling could foster chaos, significantly delay the Chapter 11 Cases, and impair the Debtors' ability to propose a plan successfully, without any corresponding benefit to the Debtors' estates and creditors. Counsel to the Debtors: Mark L. Desgrosseilliers, Esq. Robert A. Weber, Esq. Chipman Brown Cicero & Cole, LLP Hercules Plaza 1313 N. Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0196 Email: desgross@chipmanbrown.com weber@chipmanbrown.com -and- Gregg M. Galardi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 Email: gregg.galardi@ropesgray.com About Hardinge Inc. Hardinge Inc. globally designs, manufactures, and distributes computer-controlled metal cutting lathes, grinding and related tooling, and accessories. It markets its products in the United States, Europe, and Asia. The company is based in Elmira, N.Y. Hardinge and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11605) on July 29, 2024. In its petition, Hardinge reported $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP as bankruptcy counsels; Houlihan Lokey Capital, Inc. as financial advisor and investment banker; Adrian Frankum of Ankura Consulting Group, LLC as chief restructuring officer; and C Street Advisory Group, LLC as strategic communications advisor. Kroll Restructuring Administration LLC is the claims and noticing agent and administrative advisor. HARVEY CEMENT: Case Summary & 15 Unsecured Creditors ---------------------------------------------------- Debtor: Harvey Cement Products Incorporated 16030 Park Ave. Harvey, IL 60426 Business Description: Founded in 1947, has grown over the years to be one of the leading manufacturers of over 200 varieties and sizes of masonry products and is able to deliver customer orders to virtually any job site in the contiguous United States. Chapter 11 Petition Date: December 9, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-18335 Judge: Hon. Jacqueline P Cox Debtor's Counsel: Scott R. Clar, Esq. CRANE, SIMON, CLAR & GOODMAN Suite 3950 135 South LaSalle Street Chicago, IL 60603-4297 Tel: 312-641-6777 Fax: 312-641-7114 Email: sclar@cranesimon.com Total Assets: $0 Total Liabilities: $1,174,348 The petition was signed by Gordon Steck as vice president. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EQ53PNY/Harvey_Cement_Products_Incorporated__ilnbke-24-18335__0001.0.pdf?mcid=tGE4TAMA HAWKERS LLC: Gets Final OK to Use Cash Collateral ------------------------------------------------- Hawkers, LLC and its affiliates received final approval from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral in their Chapter 11 bankruptcy cases under specific conditions to protect the interests of their senior secured creditor, ABC Funding, LLC. The final order authorized the companies to use cash collateral for court-approved payments including U.S. Trustee fees and administrative expenses in accordance with the budget that allows for a 10% variance. As protection, the companies will grant replacement liens to ABC Funding, LLC and four other creditors with interest in the cash collateral. The companies will also grant their creditors access to management to assess business operations and financial stability. The final order is without prejudice to the rights of the U.S. trustee and other concerned parties to object, request modifications, or take further legal action regarding the use of cash collateral. About Hawkers LLC Hawkers, LLC is a restaurant and food service company known for its vibrant and innovative culinary offerings, often focusing on a fusion of Asian street food with modern American flavors. The company operates multiple locations across the United States, providing a diverse menu that includes various dishes, such as bao buns, rice bowls, and shareable plates. Hawkers and its affiliates filed Chapter 11 petitions (Bankr. M.D. Fla. Lead Case No. 24-05079) on September 23, 2024. The petitions were signed by Kaleb C. Harrell as manager. At the time of the filing, Hawkers reported $10 million to $50 million in both assets and liabilities Judge Lori V. Vaughan oversees the cases. R. Scott Shuker, Esq., at Shuker & Dorris, P.A. represents the Debtor as legal counsel. HEARTHSIDE FOOD: Resolves Illinois Child Labor Probe ---------------------------------------------------- Jonathan Randles of Bloomberg News reports that Hearthside Food Solutions, a snack producer backed by private equity, has agreed to pay $4.5 million to settle an investigation by Illinois authorities into allegations of child labor at its state facilities. Following its bankruptcy filing last November 2024, Hearthside also committed to creating an email inbox and telephone hotlines for employees to report suspected cases of minors working at its Illinois locations, according to court documents filed in Texas bankruptcy court. The settlement, which requires approval from a bankruptcy judge, aims to resolve investigations by Illinois Attorney General Kwame Raoul and the Illinois Department of Labor, according to Bloomberg. About Hearthside Food Solutions Hearthside Food Solutions -- https://www.hearthsidefoods.com/-- is a leader in modern manufacturing and produces some of the world's most iconic foods from leading brands. Heartside Food Solutions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex.) on November 22, 2024. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. HENRY WEST: Seeks Approval to Hire Vilt Law PC as Counsel --------------------------------------------------------- Henry West NM Coast, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Vilt Law, P.C. as its counsel. The firm's services include: a. preparing and filing such pleadings as are necessary to be in compliance with this Court's requirements for a Chapter 11 bankruptcy matter; b. representing the Debtor in any adversary proceedings; and c. performing other legal services . The Debtor has negotiated a payment plan whereby the counsel will be paid by a third party. As disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Vilt, Esq. Vilt Law, P.C. 5177 Richmond Ave. # 1142 Houston, TX 77056 Phone: (713) 840-7570 Email: clay@viltlaw.com About Henry West NM Coast Henry West NM Coast, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-80333) on Nov. 4, 2024, listing $1,000,001 to $10 million on both assets and liabilities. Judge Alfredo R Perez presides over the case. Robert C Vilt, Esq. at Vilt And Associates, P.C. represents the Debtor as counsel. HERTZ CORP: Bondholders Fear for Renewed Turmoil ------------------------------------------------ Steven Church and Dorothy Ma of Bloomberg News reports that Hertz Corp. bondholders, owed approximately $320 million in unpaid interest from the company's Covid-era bankruptcy, are worried that the car rental company may delay payments due to new financial difficulties, a lawyer told federal court on Friday, December 6, 2024. According to Bloomberg, the bondholders are seeking immediate payment, as postponing it would force creditors to bear the risk of further financial decline, said Mark T. Stancil, an attorney for the bondholders' trustee. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. * * * Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Recovery by shareholders of close to $8 a share was made possible after a fierce competition among bidders for control in the company. Initial offers from potential bidders for Hertz in its bankruptcy offered nothing for equity. Hertz in May 2021 selected investment firms Knighthead Capital Management LLC and Certares Management LLC, joined by other investors including Apollo Global Management Inc. and a group of existing shareholders, as the winning bidders for control of the bankrupt company. A rival group that included Centerbridge Partners LP, Warburg Pincus LLC and Dundon Capital Partners LLC was outbid at auction. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. HONOLULU SPINE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Honolulu Spine Center, LLC d/b/a Honolulu Sports & Spine Surgery Center d/b/a Honolulu Sports and Spine Center 500 Ala Moana Blvd. Building 1, Suite 301 Honolulu, HI 96813 Business Description: The Debtor is a surgical center in Honolulu, Hawaii. Chapter 11 Petition Date: December 6, 2024 Court: United States Bankruptcy Court District of Hawaii Case No.: 24-01110 Judge: Hon. Robert J. Faris Debtor's Counsel: Chuck C. Choi, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808-533-1877 Fax: 808-566-6900 Email: cchoi@hibklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Louis DiMartini 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/2WNKWQA/Honolulu_Spine_Center_LLC__hibke-24-01110__0001.0.pdf?mcid=tGE4TAMA HOOPER'S RE: Sec. 341(a) Meeting of Creditors on Jan. 6 ------------------------------------------------------- On November 26, 2024, Hooper's Re Holding LLC filed Chapter 11 protection in the District of Montana. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 6, 2025 at 10:00 AM, TELEPHONIC MEETING. About Hooper's Re Holding LLC Hooper's Re Holding LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Hooper's Re Holding LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Case No. 24-90233) on November 26, 2024. In the petition filed by Philip Aitken, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Matt Shimanek, Esq. SHIMANEK LAW PLLC 317 East Spruce Street Missoula, MT 59802 Tel: 406-544-8049 Email: matt@shimaneklaw.com HOPEMAN BROTHERS: Plan Exclusivity Period Extended to Feb. 25, 2025 ------------------------------------------------------------------- Judge Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia extended Hopeman Brothers, Inc.'s exclusive periods to file its plan of reorganization, and solicit acceptances thereof to February 25, 2025 and April 28, 2025, respectively. In a court filing, claimants have asserted over 126,000 Asbestos PI Claims against the Debtor and as of the Petition Date, almost 2,700 unresolved Asbestos PI Claims were outstanding. The complexity has been evident in the early part of this case, as the Debtor, despite its best efforts to quickly enter and exit bankruptcy, has been delayed in those efforts as a result of litigation and related discovery with the Committee and certain other parties. The Debtor claims that it is seeking an extension of the Exclusivity Periods due to the delay in the timeline for having the Court consider the Insurer Settlement Motions at the request of the Committee, not as a leverage tactic of the Debtor. Thus, this factor weighs in favor of extending the Exclusivity Periods. The Debtor explains that the Plan currently contemplates receiving approval of the Insurer Settlements. The Debtor will not know whether the Insurer Settlements will be approved until, at the earliest, the Insurer Settlement Motions Approval Hearing on December 10, 2024. Thus, this factor weighs in favor of extending the Exclusivity Periods. Hopeman Brothers, Inc. is represented by: HUNTON ANDREWS KURTH LLP Joseph P. Rovira, Esq. Catherine A. Rankin, Esq. 600 Travis Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 220-4200 HUNTON ANDREWS KURTH LLP Tyler P. Brown, Esq. Henry P. (Toby) Long, III, Esq. Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 About Hopeman Brothers Inc. During the 1980s, Hopeman Brothers, Inc. transitioned its business away from ship joining and into manufacturing check-out counters used in commercial retail stores such as Walmart. In 2002, Hopeman spun off its cabinet-making business into Cinnabar Solutions, Inc. In 2003, Hopeman sold substantially all of its remaining shipbuilding-related assets to an unrelated party, US Joiner LLC, pursuant to an asset purchase agreement, dated as of December 23, 2003. Since the asset sale in 2003, Hopeman has had no business operations and exists solely to defend and, when appropriate, settle asbestos-related claims. Hopeman Brothers filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 24-32428) on June 30, 2024, with $50 million to $100 million in both assets and liabilities. The Debtor tapped Hunton Andrews Kurth, LLP as bankruptcy counsel; Blank Rome, LLP as special insurance counsel; Courington, Kiefer, Sommers, Marullo & Matherne, LLC as special asbestos counsel; and Stout Risius Ross, LLC as financial advisor. Kurtzman Carson Consultants, LLC is the claims and noticing agent. HOWARD HUGHES: Fitch Alters Outlook on 'BB' LongTerm IDR to Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Howard Hughes Holdings Inc.'s (HHH) Long-Term Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed Howard Hughes Corporation's (HHC) IDR at 'BB' and unsecured bonds at 'BB' with a Recovery Rating of 'RR4'. The Rating Outlook has been revised to Stable from Negative. The rating reflects HHH's strong portfolio asset quality within its core markets, including master planned communities (MPC) in Sun Belt markets, and other mid-Atlantic and Hawaii assets. The ratings also consider the company's strategic land portfolio, development capability and track record. HHH will increase recurring NOI from contractual rents through internal and external growth of its operating assets portfolio. However, revenues from HHH's MPC land sales and strategic developments segments are less predictable. The Stable Outlook reflects Fitch's expectation that HHH will reduce leverage to about 8x after elevated leverage in 2023. This aligns with the resumption of condo deliveries, with projected leverage expected to be within the sensitivities range in 2024-2025. Key Rating Drivers Key Assets in Attractive Markets: HHH owns strategic asset positions in select Sun Belt and mid-Atlantic markets, which benefit from migration and job growth, but also face lower physical and zoning barriers to entry. Through its operating asset, MPCs, and strategic development segments, the company is able to plan and grow its communities over multiyear periods, while increasing its base in recurring income. The company's MPCs total approximately 118,000 gross acres of land with 21,000 residential acres of land remaining to be developed and 14,000 acres designated for commercial development or noncompete users. HHH's markets continue to experience elevated housing demand, leading to homebuilders' ongoing purchase of additional lots in the company's MPCs at appreciating prices, despite a relatively high mortgage rate and above-average inflation environment. Land and Condo Development Volatility: Fitch views HHH's rental income risk profile as weaker than its equity REIT peers, generally consistent with the high speculative-grade category. The company generated 42% of 2023 revenues through contractual rents from its operating portfolio properties, including office, multifamily, and retail located in and near its master planned communities. This figure increased from 27% in 2022 and 31% in 2021, as other segments like MPCs and Strategic Developments performed stronger those years. 2023 was the only year in a decade without significant condo sales. The company's development-for-sale segments provide incremental cash flow but are more volatile. After high level of earnings in this segment in 2022, minimal deliveries occurred in 2023, with an anticipated rebound in 2024 and beyond. This volatility is primarily due to the timing of the future Ward Village condo development deliveries. High and Volatile Income-Based Leverage: HHH's net debt to recurring operating EBITDA leverage is high compared to low investment-grade-rated equity REIT peers, partly due to its development focus and non-income producing assets. The company generates significant income from nonrecurring asset sales within its MPC and strategic developments segments, which Fitch views as more volatile than contractual rental income. HHH's net debt to recurring operating EBITDA leverage was elevated in 2023 at 12.4x, up from 7.4x in 2022, due to the lack of significant condo sales deliveries in 2023. Leverage and Growth Outlook: Fitch expects HHH's leverage to decrease to around 8x in the next couple of years with the resumption of condo sales in 2024. The Operating Asset segment NOI improved in 2023, and Fitch anticipates further increases in 2024 based on mid-single-digit organic growth and stabilization of recent development projects. HHH's net debt/capital, a supplemental metric used to analyze homebuilders, was 66.1% for 3Q24 and 61.8% for 2023. Fitch expects this metric to remain around the low 60% range through 2027. Prefunded Development Mitigates Risk: HHC prefunds all development with nonrecourse secured debt and begins construction only after obtaining necessary cash. Fitch views this strategy as mitigating unfunded development pipeline risk. As of Sept. 30, 2024, projects under construction totaled $3.93 billion, with $1.47 billion remaining to be spent, including $1.04 billion in committed debt to be drawn. Unfunded development costs represented 2.3% of undepreciated assets, well below Fitch's 10% as a concern threshold. The focus on core MPCs is seen positively by Fitch. Seaport Spinoff Allows More Focus. In July 2024, HHH spun off its Seaport division. This included entertainment-related assets in New York and Las Vegas, such as the Seaport in Manhattan, the Las Vegas Aviators AAA minor league baseball team, and stakes in Jean-George Restaurants and its 80% interest in the air rights above Fashion Show Mall. This decreased diversification but allows the company to focus on commercial and residential segments of its MPCs. In addition, HHH's near-term operation should improve without the Seaport division's prior historical negative NOI. Speculative-Grade Capital Access: HHC has demonstrated capital access to the unsecured bond market as the company issued $750 million and $1.3 billion senior unsecured notes in 2020 and 2021, respectively. Nonetheless, the company maintains secured debt at over 50% of total debt as it continues to refinance mortgages, which is more consistent with the capital structure of below-investment-grade real estate companies. Derivation Summary Although HHH has not elected REIT status, Fitch views select U.S. equity REITs and, to a lesser extent, U.S. homebuilders as comparable peers, notwithstanding the company's differentiated business model. This includes ownership of multiple commercial property types in and around select MPCs, as well as its high exposure to sales income from developed lots and merchant developments. In 2023, the company generated approximately 42% of its revenue from contractual rents from its operating portfolio properties, including office, multifamily and retail located in and adjacent to its MPCs. HHH's portfolio is more diversified by property type than higher-rated, Sun Belt-focused multifamily REIT peers, Camden Property Trust (A-/Stable) and Mid-America Apartment Communities (A-/Stable). However, the company operates at considerably higher net debt/recurring operating EBITDA leverage with reliance on noncontractual residential land sales. HHH's portfolio is somewhat similar to American Assets Trust (AAT; BBB/Stable) in that it has a diversified portfolio of office, retail and multifamily assets with a U.S. West Coast focus and some additional Hawaii exposure. However, AAT's revenues are 100% derived from owned real estate, and Fitch expects the company to operate at around 6x leverage through the forecast horizon. Fitch considers debt to capitalization as a secondary leverage measure given HHC's high level of non-income-producing land and homebuilding industry exposure. Fitch expects the company will operate with a debt capitalization ratio in the low 60% over the forecast period, which is considerably above the 20%-25% range for homebuilding peer Toll Brothers, Inc. (BBB/Stable). Key Assumptions - Operating Asset segment of mid-single-digit same-store (SS) NOI growth in 2024 and low single-digit SSNOI growth through the remainder of the forecast period; - $24 million of dispositions in 2024; - Strategic Development revenues of $730 million in 2024, $470 million in 2025 and $590 million in 2026; - Development deliveries of approximately $640 million at around 6%-7% yields through the forecasted period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch expectations of REIT leverage (net debt to recurring operating EBITDA) sustaining above 8.5x and/or a net debt to capital ratio sustaining above 55%; - Expectations of REIT fixed-charge coverage sustaining below 1.5x; - Expectations of deteriorating access to capital markets. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch expectations of REIT leverage (net debt to recurring operating EBITDA) sustaining below 7x, assuming a similar or modestly greater percentage of NOI from contractual rents; - REIT fixed-charge coverage sustaining above 2.5x; - Growth in HHC's operating assets resulting in NOI from recurring contractual rental income comprising 70% of net operating income; - Growth in unencumbered assets or unencumbered asset coverage of unsecured debt improves to 1.75x, or greater. Liquidity and Debt Structure Fitch estimates HHC's base case liquidity coverage at 1.0x through YE 2026 and improves to 1.7x, assuming 80% secured refinancing. The company's sources include approximately $889 million in estimated retained cash flow, $317 million availability on its secured Bridgeland notes facility and approximately $401 million of cash on hand. As of Sept. 30, 2024, projects under construction had an estimated total cost of $3.93 billion, with $1.47 billion remaining to be spent, including $1.04 billion of committed debt to be drawn on existing development projects. Issuer Profile Howard Hughes Holdings Inc. owns, manages, and develops commercial, residential, and mixed-use properties in the United States. It operates through three segments: Operating Assets; Master Planned Communities and Strategic Developments. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- The Howard Hughes Corporation LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB Howard Hughes Holdings Inc. LT IDR BB Affirmed BB HUBBARD RADIO: $206.9MM Bank Debt Trades at 30% Discount -------------------------------------------------------- Participations in a syndicated loan under which Hubbard Radio LLC is a borrower were trading in the secondary market around 70 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $206.9 million Term loan facility is scheduled to mature on September 30, 2027. The amount is fully drawn and outstanding. Formed in 2011, Hubbard Radio, LLC is a family controlled and privately held media company that owns and operates radio stations in seven of top 30 markets, including Chicago, Washington, D.C., Minneapolis/St. Paul, St. Louis, Cincinnati, Seattle, and Phoenix. Hubbard also operates 2060 Digital, LLC, a national digital marketing agency based in Cincinnati, OH. Headquartered in St. Paul, MN, the company is affiliated with Hubbard Broadcasting Inc., a television and radio broadcasting company that was started in 1923. HYPERSCALE DATA: Sells $570K Worth of Preferred Shares to Affiliate ------------------------------------------------------------------- Hyperscale Data, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Dec. 4, 2024, pursuant to the Securities Purchase Agreement entered into with Ault & Company, Inc., on Nov. 6, 2023, sold 570 shares of Series C convertible preferred stock, and warrants to purchase 4,815 shares of the Company's common stock to the Purchaser, for a purchase price of $570,000. As of Dec. 6, 2024, the Purchaser has purchased an aggregate of 47,550 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 401,647 Warrant Shares, for an aggregate purchase price of $47.55 million. The Agreement provides that the Purchaser may purchase up to $75 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. The Purchaser is an affiliate of the Company. About Hyperscale Data Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through the Company's wholly and majority-owned subsidiaries and strategic investments, the Company owns and/or operates data centers at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries, and provides mission-critical products that support a diverse range of industries, including a metaverse platform, oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, and textiles. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INDRA HOLDINGS: $50MM Bank Debt Trades at 23% Discount ------------------------------------------------------ Participations in a syndicated loan under which Indra Holdings Corp is a borrower were trading in the secondary market around 77.3 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $50 million Term loan facility is scheduled to mature on December 23, 2024. The amount is fully drawn and outstanding. Indra Holdings Corp operates as a holding company. The company through its subsidiaries, provides designing, distributing and selling branded umbrellas, gloves, hats, scarves, rubber footwear, slippers, flip flops, sandals, outerwear, sunglasses and other miscellaneous accessory product. INGENOVIS HEALTH: $675MM Bank Debt Trades at 37% Discount --------------------------------------------------------- Participations in a syndicated loan under which Ingenovis Health Inc is a borrower were trading in the secondary market around 62.8 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $675 million Term loan facility is scheduled to mature on March 6, 2028. About $652.1 million of the loan has been drawn and outstanding. Ingenovis Health is an Ohio based temporary healthcare staffing agency providing nurses on assignments to hospitals and medical centers, including both traditional and fast response 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). IVANTI SOFTWARE: $465MM Bank Debt Trades at 24% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 76 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $465 million Term loan facility is scheduled to mature on December 1, 2027. About $449.1 million of the loan has been drawn and outstanding. Ivanti is an IT Software Company headquartered in South Jordan, Utah. It produces software for IT Security, IT Service Management, IT Asset Management, Unified Endpoint Management, Identity Management and supply chain management. JAGUAR HEALTH: Amends ATM Offering Agreement With Ladenburg, Lucid ------------------------------------------------------------------ Jaguar Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into an amendment with Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC to that certain At the Market Offering Agreement, dated December 10, 2021 between the Company and Ladenburg. Pursuant to the Fourth ATM Amendment, the term during which Lucid shall continue to serve as a Manager under the Agreement shall be extended retrospectively from September 30, 2024 to November 30, 2024, unless further extended by the parties to the Agreement. If not otherwise amended or extended, then after November 30, 2024 Ladenburg will be the sole Manager, and Lucid shall no longer be a Manager, under the Agreement. Also, the Company filed a supplement with the Securities and Exchange Commission to the Company's prospectus supplement dated May 23, 2024 and the accompanying prospectus, dated May 1, 2024 relating to the Fourth ATM Amendment. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial-stage pharmaceuticals company focused on developing novel, plant-based, sustainably derived prescription medicines for people and animals with gastrointestinal ("GI") distress, including chronic, debilitating diarrhea. Jaguar Health's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary plant-based human pharmaceuticals from plants harvested responsibly from rainforest areas. The Company's crofelemer drug product candidate is the subject of the OnTarget study, a pivotal Phase 3 clinical trial for prophylaxis of diarrhea in adult cancer patients receiving targeted therapy. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2024, Jaguar Health had $58.5 million in total assets, $42.9 million in total liabilities, $2.5 million in redeemable preferred stock, and $13.1 million in total stockholders' equity. JAGUAR HEALTH: Reports $10 Million Net Loss in Fiscal Q3 -------------------------------------------------------- Jaguar Health, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $10 million on $3.1 million of total net revenue for the three months ended September 30, 2024, compared to a net loss of $7.9 million on $2.8 million of total net revenue for the three months ended September 30, 2023. The total net revenue for the Company's Mytesi and Canalevia-CA1 prescription products, the Company's non-prescription products, and license revenue, was approximately $3.1 million in the third quarter of 2024, representing an increase of approximately 14% versus the total net revenue in the second quarter of 2024, which totaled approximately $2.7 million, and an increase of approximately 11% over the total net revenue in the third quarter of 2023, which totaled approximately $2.8 million. For the nine months ended September 30, 2024, the Company reported a net loss of $29 million on $8.2 million of total net revenue, compared to a net loss of $32.6 million on $7.5 million of total net revenue for the same period in 2023. "With our catalysts anticipated over the next 6 months in all of our core programs – including development of crofelemer for cancer therapy-related diarrhea, development of crofelemer for the rare/orphan indications of microvillus inclusion disease and short bowel syndrome with intestinal failure, and the ongoing U.S. commercial launch of Gelclair, the Company's third prescription product – Jaguar's board of directors has no intention of implementing a reverse split of the Company's common stock," said Lisa Conte, Jaguar's president and CEO. As of September 30, 2024, the Company had $58.5 million in total assets, $42.9 million in total liabilities, $2.5 million in redeemable preferred stock, and $13.1 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2udyjwjv About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial-stage pharmaceuticals company focused on developing novel, plant-based, sustainably derived prescription medicines for people and animals with gastrointestinal ("GI") distress, including chronic, debilitating diarrhea. Jaguar Health's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary plant-based human pharmaceuticals from plants harvested responsibly from rainforest areas. The Company's crofelemer drug product candidate is the subject of the OnTarget study, a pivotal Phase 3 clinical trial for prophylaxis of diarrhea in adult cancer patients receiving targeted therapy. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JAMES JOSEPH SANCTIFIED: Files Chapter 11 Bankruptcy Protection --------------------------------------------------------------- On December 2, 2024, James Joseph Sanctified Spirits LLC filed Chapter 11 protection in the Northern District of Texas. According to court documents, the Debtor reports $3,575,009 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 8, 2024 at 1:30 PM, TELEPHONIC MEETING. About James Joseph Sanctified Spirits LLC James Joseph Sanctified Spirits LLC is in the business of whiskey manufacturing. James Joseph Sanctified Spirits LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-44468) on December 2, 2024. in the petition filed by Amir Giryes, as manager, the Debtor reports total assets as of November 27, 2024 amounting to $3,942,406 and total liabilities as of November 27, 2024 of $3,575,009. Honorable Bankruptcy Judge Mark X. Mullin oversees the case. The Debtor is represented by: J. Robert Forshey, Esq. FORSHEY PROSTOK LLP 777 Main Street Suite 1550 Fort Worth TX 76102 Tel: (817) 877-4223 E-mail: bforshey@forsheyprostok.com K & M AMUSEMENT: Gets Interim OK to Cash Collateral --------------------------------------------------- K & M Amusement Center, LLC received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral through Dec. 12. At the hearing held on Nov. 15, the court authorized K & M to use the cash collateral of its secured creditors to pay its operating expenses and directed the company to file an amended budget. Secured creditors will be provided with adequate protection in the form of a replacement lien on the company's post-petition assets. Secured creditors assert a lien on revenue from the company's business, cash on hand, funds in its deposit and any proceeds from its assets, including inventory and accounts receivable, which constitute the secured creditor's cash collateral. About K & M Amusement Center K & M Amusement Center, LLC owns and operates an amusement park in Tewksbury, Mass. K & M Amusement Center sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-41064) on October 22, 2024, with $1 million to $10 million in both assets and liabilities. Angelica Morales, manager, signed the petition. Judge Elizabeth D. Katz oversees the case. Douglas Beaton, Esq., at Beaton Law Firm, represents the Debtor as bankruptcy counsel. KINETIC ENTROPY: Seeks to Hire Saris Realty as Real Estate Broker ----------------------------------------------------------------- Kinetic Entropy, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ John Holmes of Saris Realty, Inc. dba Lawyers Realty Group as real estate broker. The firm will market and sell the Debtor's property located at 2828 Benedict Canyon Drive, Beverly Hills, CA 90210. The firm will receive a commission equal to 6 percent of the purchase price. Mr. Holmes assured the court that his firm is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached through: John Holmes Saris Realty, Inc. dba Lawyers Realty Group 7700 IRVINE CENTER DR STE 800 IRVINE, CA 92618 Office: (949) 535-2945 Mobile: (714) 813-7250 About Kinetic Entropy LLC Kinetic Entropy LLC is part of the traveler accommodation industry. Kinetic Entropy LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-15376) on July 8, 2024. In the petition filed by Patricia L. Stewart, as managing member, the Debtor reports total assets of $4,015,600 and total liabilities of $2,803,500. The Honorable Bankruptcy Judge Sheri Bluebond oversees the case. The Debtor is represented by Anerio Ventura Altman, Esq. at LAKE FOREST BANKRUPTCY. KINGDOM EMPOWERMENT: Taps Musi Merkins Daubenberger as Counsel -------------------------------------------------------------- Kingdom Empowerment International Ministry seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Musi, Merkins, Daubenberger & Clark, LLP as its counsel. The firm's services include: (a) giving the Debtor legal advice with respect to its duties and powers in this case; (b) preparing all papers and legal documents required to be filed in connection with this bankruptcy proceeding; (c) negotiating with all creditors; (d) pursuing existing litigation; (e) assisting the Debtor in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or the formation of a plan; (f) participating with the Debtor in the formulation of a plan; and (g) performing such other legal services as may be required and in the interest of creditors. Musi, Merkins, Daubenberger & Clark, LLP it is a "disinterested person" pursuant to 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Dimitri L. Karapelou, Esq. Musi, Merkin, Daubenberger & Clark, LLP 21 West Third Street Media, PA 19063 Tel: (610) 891-8806 Fax: (610) 891-8807 Email: dlk@mmdlawfirm.com About Kingdom Empowerment International Ministry Kingdom Empowerment is a Pennsylvania non-profit corporation. Kingdom Empowerment International Ministry d/b/a Kingdom Empowerment International Ministries filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case Np. 24-14289) on Nov. 29, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Margufta Bellevue as president and chairwoman of the Board. Judge Patricia M Mayer presides over the case. Dimitri L. Karapelou, Esq. at MUSI, MERKINS, DAUBENBERGER & CLAR, L.L.P. represents the Debtor as counsel. KND HOSPITALITY: Gets Final OK to Use Cash Collateral ----------------------------------------------------- KND Hospitality Company, Inc. received final approval from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division to use the cash collateral of its secured creditors. The final order, signed by Judge Michelle Larson, authorized the company to use the cash collateral of Velocity Capital Group and United First, LLC to pay its expenses as set forth in its budget. The budget shows total projected expenses of $87,400. As adequate protection, secured creditors were granted post-petition liens that are co-extensive with their pre-bankruptcy liens on KND's property, which includes accounts and other cash collateral. In addition, KND Hospitality was ordered to make monthly payments to its secured creditors. Velocity Capital and United First will receive $2,000 per month and $3,000 per month, respectively. About KND Hospitality Company KND Hospitality Company, Inc. operates primarily in the hospitality sector, focusing on providing catering and consulting services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-33108) on Oct. 1, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Michelle V. Larson oversees the case. The Debtor is represented by Gregory Wayne Mitchell, Esq., at Freeman Law, PLLC. KND HOSPITALITY: Seeks to Hire Elite BAT Services as Accountant --------------------------------------------------------------- KND Hospitality Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Elite BAT Services, LLC as accountant. The firm will assist the Debtor with preparation of financial reports as well as preparing and filing required tax returns. Elite BAT Services is a disinterested person as that term is defined in section 104(14) of the Bankruptcy Code and does not represent or hold an interest adverse to the Debtor or its estate, according to court filings. The firm's services include: a. providing periodic financial statements; b. assisting with preparation of bankruptcy monthly operating reports; c. preparing and filing state and local tax returns, including but not limited to sales and use and franchise tax returns; d. preparing and filing federal income tax returns; and e. assisting the Debtor with any other accounting needs that may arise. The firm's normal hourly rates: Accountant $125 Staff Members $85 As disclosed in the court filings, Elite is a disinterested person as that term is defined in section 104(14) of the Bankruptcy Code and does not represent or hold an interest adverse to the Debtor or its estate. The firm can be reached through: Nancy Vigil Elite BAT Services, LLC 4514 Rowlett Road, Suite 103 Rowlett, TX 75088 Phone: (469) 441-6394 About KND Hospitality Company KND Hospitality Company, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-33108) on October 1, 2024, listing $100,001-$500,000 in assets and $500,001-$1 million in liabilities. The petition was signed by Krista Nabors Dick, owner. Gregory W. Mitchell, Esq. at Freeman Law, PLLC represents the Debtor as counsel. KOFFLER PROPERTIES: Updates Several Secured Claims Pay Details -------------------------------------------------------------- Koffler Properties LLC submitted a Second Amended Plan of Reorganization. The Plan Proponent's financial projections show that the Debtor will have projected disposal income after expenses for the three-year period of $1,679,247, an average of $559,749 annually. The total of payments on secured claims required under this Plan for the same three-year period is $977,760, or $325.920 annually. The final Plan payment is expected to be paid on November 20, 2027. This First Amended Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from future operations over a five-year period. Non-priority unsecured creditors holding allowed claims will receive full payment of their claims. This Plan also provides for full payment of administrative and priority tax claims. Finally, this Plan also provides for the full payment of allowed secured claims with interest at the rate of 11.5% per annum. Class 2 consists of the Secured claim of Sacramento County Tax Collector. Class 2 is impaired but will be paid in full ($70,702), with interest at 18% per annum from the Effective Date, with payments of $1,796 per month, commencing December 20, 2024, and continuing for 36 months at which time the principal balance ($35,962 based on five-year amortization schedule) will be paid. Class 4 consists of the Secured claim of Barry L. And Ellen C. Montblatt. This class is impaired but will be paid in full ($382,122), with interest at 13.99% per annum from the Petition Date to the Effective Date, at which time interest will be at 11.5% per annum, with payments of $4,278 per month, commencing December 20, 2024, and continuing for 36 months at which time the unpaid balance (principal, interest, attorney's fees, and advances) will be paid. Adequate protection payments will be applied to accrued interest. The holder of the claim in this class will retain its deed of trust until it has been paid pursuant to this Plan. Class 5 consists of the Secured claim of Center Street Lending (3736 7th Avenue). Class 5 is impaired but will be paid in full ($309,647), with interest at 11.5% per annum from the Effective Date, with payments of $2,967 per month, commencing December 20, 2024, and continuing for 18 months, at which time the unpaid balance will be paid. The holder of the claim in this class will retain its deed of trust until it has been paid pursuant to this Plan. Class 6 consists of the Secured claim of Center Street Lending (4409 10th Avenue). Class 6 is impaired but will be paid in full ($227,903), with interest at 11.5% per annum from the Effective Date, with payments of $2,184 per month, commencing December 20, 2024 and continuing for 18 months, at which time the unpaid balance will be paid. The holder of the claim in this class will retain its deed of trust until it has been paid pursuant to this Plan. Class 7 consists of the Secured claim of Center Street Lending (3722 43rd Street, 3948 8th Avenue, 3407 41st Street, 3425 44th Street, and 3627 20th Avenue). Class 7 is impaired but will be paid in full ($1,661,068), with interest at 11.5% per annum from the Effective Date, with payments of $15,919 per month, commencing December 20, 2024 and continuing for 36 months, at which time the unpaid balance will be paid. The holder of the claim in this class will retain its deed of trust until it has been paid pursuant to this Plan. Class 8 consists of the Secured claim of Dimitrios S. Zahariundakis Trust. Class 8 is impaired but will be paid $100,000, with interest at 11.5% per annum from the Effective Date, with payments of $959 per month, commencing December 20, 2024, and continuing for 36 months, at which time the unpaid balance will be paid. The holder of the claim in this class will retain its deed of trust until it has been paid pursuant to this Plan. Class 9 consists of the Secured claim of Kalinka Kachka Trust. Class 9 is impaired but will be paid $105,000, with interest at 11.5% per annum from the Effective Date, with payments of $1,007 per month, commencing December 20, 2024, and continuing for 36 months, at which time the unpaid balance will be paid. The holder of the claim in this class will retain its deed of trust until it has been paid pursuant to this plan. Like in the prior iteration of the Plan, holders of non-priority unsecured claims in Class 10 will be paid in cash on the Effective Date. The Debtor will have sufficient cash to pay all unclassified claims and claims which are to be paid on the Effective Date, all of which are nominal. The Debtor has sufficient cash flow to pay the monthly payments of all classes of secured claims for the next 36 months. Finally, once the Debtor has successfully made all payments for the next 36 months, refinancing of the secured claims from more conventionally lenders at lower interest rates will make it possible to pay the principal balances due on secured claims at that time. In the unlikely event refinancing is not possible, the real property collateral can be sold in order to pay the principal balances. A full-text copy of the Second Amended Plan dated November 6, 2024 is available at https://urlcurt.com/u?l=cgHiRc from PacerMonitor.com at no charge. Attorney for the Debtor: David C. Johnston, Esq. Attorney at Law 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 Fax: (209) 900-9199 Email: david@johnstonbusinesslaw.com About Koffler Properties Koffler Properties LLC, a limited liability company in Sacramento, Calif., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-23380) on Sept. 27, 2023, with $1 million to $10 million in both assets and liabilities. Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif., has been appointed as Subchapter V trustee. Judge Christopher M. Klein oversees the case. David C. Johnston, Esq., is the Debtor's legal counsel. LAND AND LAWN: Ruediger Mueller of TCMI Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI, Inc. as Subchapter V trustee for Land and Lawn, LLC. Mr. Mueller will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mueller declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ruediger Mueller TCMI, Inc. 1112 Watson Court Reunion, FL 34747 Telephone: (678) 863-0473 Facsimile: (407) 540-9306 Email: truste@tcmius.com About Land and Lawn Land and Lawn, LLC is a landscaping supply store in Fort Myers, Fla., offering nursery and landscape suppy, sod, dirt, and mulch. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01728) on November 12, 2024, with $2,938,950 in assets and $2,374,150 in liabilities. Sarah Brooke Connolly, manager, signed the petition. Judge Caryl E. Delano presides over the case. Joseph Trunkett, Esq., at Trunkett Law Firm, LLC, doing business as Gulf Coast, represents the Debtor as bankruptcy counsel. LASERSHIP INC: $124MM Bank Debt Trades at 66% Discount ------------------------------------------------------ Participations in a syndicated loan under which Lasership Inc is a borrower were trading in the secondary market around 34 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $124 million Payment in kind Term loan facility is scheduled to mature on August 10, 2029. LaserShip is a regional last-mile delivery company that services the Eastern and Midwest United States. Founded in 1986, LaserShip is based in Vienna, Virginia, and has sorting centers in New Jersey, Ohio, North Carolina, and Florida. LCS UNLIMITED: Amends Cash Collateral Motion, Files Prelim Budget ----------------------------------------------------------------- L.C.S. Unlimited, LLC filed with the U.S. Bankruptcy Court for the Middle District of Alabama an amended motion seeking approval to use cash collateral. The company amended its original motion for purposes of the preliminary budget based on its income and expenses for the period from Oct. 15 to 31. The original motion was granted by the court on Nov. 14, allowing the company to use cash collateral for essential business expenses through Dec. 4. L.C.S. Unlimited's average monthly income as of recent has been approximately $175,000. However, for the period from Oct. 15 to 31, the total income as reflected in the related monthly operating report was $131,147.48. Based thereon, the company is hopeful that its average income will increase above $175,000. The company's average monthly expenditure, excluding secured debt servicing payments, is $139,500, according to the court filing. About L.C.S. Unlimited L.C.S. Unlimited, LLC filed Chapter 11 petition (Bankr. M.D. Ala. Case No. 24-32330) on Oct. 15, 2024, with $1 million to $10 million in both assets and liabilities. The petition was signed by Lisa C. Sweeney as member. Judge Christopher L. Hawkins oversees the case. Anthony B. Bush, Esq., at The Bush Law Firm, LLC is the Debtor's bankruptcy counsel. LEFEVER MATTSON: Gets Final OK to Use Cash Collateral ----------------------------------------------------- LeFever Mattson, a California corporation, and its affiliates received final court approval to use their secured lenders' cash collateral. At the hearing held on Dec. 6, Judge Charles Novack of the U.S. Bankruptcy Court for the Northern District of California approved the use of cash collateral to pay the companies' operating expenses on a final basis. The bankruptcy judge previously approved six separate stipulations entered into by LeFever Mattson's affiliates with their secured lenders, including Duggans Mission Chapel, Frank Bragg Revocable Trust and Umpqua Bank. The stipulations allowed the company's affiliates to use the lenders' cash collateral. About LeFever Mattson LeFever Mattson, a California corporation, manages a large real estate portfolio. Timothy LeFever and Kenneth W. Mattson each owns 50% of the equity in the company. Based in Citrus Heights, Calif., LeFever Mattson manages a portfolio of more than 200 properties, comprised of commercial, residential, office, and mixed-use real estate, as well as vacant land, located throughout Northern California, primarily in Sonoma, Sacramento, and Solano Counties. It generates income from the properties through rents and use the proceeds to fund its operations. LeFever Mattson and its affiliates filed voluntary Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 24-10545) on September 12, 2024. At the time of the filing, LeFever Mattson listed $100 million to $500 million in assets and $10 million to $50 million in liabilities. Judge Charles Novack oversees the cases. Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP represents the Debtors as counsel. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. LILYDALE PROGRESSIVE: Court OKs Cash Collateral Use Thru Dec. 17 ---------------------------------------------------------------- Lilydale Progressive Missionary Baptist Church received third interim approval from the U.S. Bankruptcy Court for the northern district of illinois allows to use cash collateral until December 17, 2024. The church owes CadleRock III, LLC under a loan agreement, secured by a mortgage on its property. As of the petition date, the church's debt to CadleRock III, LLC was at least $504,401.05. The church needs to use its cash collateral (including rents and proceeds from its property) to continue operating and avoid irreparable harm. The Debtor's ability to use cash collateral is critical for the property's operation, maintenance, and a successful reorganization. The cash collateral will be used for expenses outlined in the budget. CadleRock III, LLC will receive protection against the diminution in value of its secured interest. This is done through a replacement lien on the church's property and accounts, and other measures, including insurance on the property. A further status hearing is scheduled for December 17, 2024. About Lilydale Progressive Missionary Lilydale Progressive Missionary Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker. N.D. Ill. Case No. 24-12502) on August 26, 2024, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Janet S. Baer presides over the case. The Debtor tapped the Law Office William E. Jamison & Associates as bankruptcy counsel and Chitwood & Chitwood Financial Services as accountant. LOMA LINDA: S&P Affirms 'BB' Long-Term Rating on Revenue Bonds -------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'BB' long-term rating on the California Statewide Communities Development Authority's series 2018, 2016A, 2014A, and 2014B fixed-rate revenue bonds issued for the Loma Linda University Medical Center (LLUMC) obligated group. "The outlook revision reflects our view of LLUMC's improved operating performance in fiscal 2024 and expected continued positive operations during the outlook period," said S&P Global Ratings credit analyst Chloe Pickett. "The outlook revision also reflects our view of LLUMC's stabilizing unrestricted reserves and improving debt profile with no additional debt plans," said Ms. Pickett. MARINE WHOLESALE: Seeks Cash Collateral Access Thru June 2025 ------------------------------------------------------------- Marine Wholesale and Warehouse, Co. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral and provide adequate protection. The Debtor, a tobacco export warehouse company, filed for bankruptcy due to financial difficulties stemming from a dispute with the Alcohol and Tobacco Tax and Trade Bureau (TTB). The TTB asserted a liability against the Debtor, leading to collection efforts that the Debtor was unable to meet. The Debtor's assets primarily consist of real estate properties and inventory. On June 28, 2020, the Debtor obtained an Economic Injury Disaster Loan from the United States Small Business Administration. The SBA filed a UCC Financing Statement with the Secretary of State for the State of California on June 28,2020. Pursuant to the SBA Financing Statement, the SBA has a lien on all of Debtor's tangible and intangible property. As of the Petition Date, the amount due to the SBA for the SBA Loan was approximately $146,456. Pursuant to the assessments and Tax Lien, the TTB asserts that it has a secured claim against Debtor in the amount of $25.225 million. As to Debtor's personal property, the TTB Claim is second in priority to the SBA Claim because the TTB did not file its Tax Lien until September 2, 2021. The Debtor obtained a loan from Marvin Leiblein and giving him a superior lien in the accounts receivable arising only from the Debtor's performance of the purchase orders related to the National Science Foundation. Leiblein's total claim is approximately $305,000, plus interest. This loan was paid in February 2024. The Debtor's unsecured claims total approximately $2.280 million. The Debtor proposes to pay the SBA $731 per month as adequate protection for its security interest. Additionally, the Debtor offers a post-petition lien on its future assets to further secure the SBA's claim. For the TTB, the Debtor proposes a post-petition lien on its future assets as adequate protection. However, the Debtor disputes the validity and amount of the TTB's claim, arguing that it should be treated as unsecured or reduced to zero. A hearing on the matter is set for December 18, 2024 at 10 a.m. A copy of the motion is available at https://urlcurt.com/u?l=T7S0dC from PacerMonitor.com. About Marine Wholesale and Warehouse Co. Marine Wholesale and Warehouse Co. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13785) on July 12, 2022. In the petition signed by Jennifer Hartry, vice president and secretary, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Sheri Bluebond oversees the case. David R. Haberbush, Esq., at Haberbush, LLP is the Debtor's counsel. MCMULLEN BRAND: Seeks Cash Collateral Access Thru Feb 2025 ---------------------------------------------------------- The McMullen Brand, Inc., formerly known as McMullen Management II, Inc., asks the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, for authority to use cash collateral and provide adequate protection, until the earliest of: (1) confirmation of the Debtor's plan of reorganization (estimated for February 2025); (2) conversion or dismissal of the Chapter 11 case; or (3) removal of the debtor-in-possession. The Debtor will use the cash collateral to manage the administration of the Chapter 11 case and support the continuity of the Debtor's operations. The parties that assert an interest in the Debtor's cash collateral are Community Bank of the Bay, Main Street Launch, Small Business Administration, Shopify Capital, and California Department of Tax and Fee Administration. As adequate protection, the Debtor proposes post-petition replacement liens in the same amount and priority as the Secured Parties' existing rights in the cash collateral. The Debtor's use of the cash collateral will be limited to the items set forth in the Budget, with an allowed variance of 10% per line item. The Debtor further proposes to continue its existing monthly adequate protection payments as follows: (1) $2,927 to Community Bank of the Bay; and (2) $1,000 to the Small Business Administration. A hearing on the matter is set for December 20, 2024 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=JHEERE from PacerMonitor.com. About The McMullen Brand The McMullen Brand, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-41259) on August 20, 2024, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Judge Charles Novack presides over the case. Ryan A. Witthans, Esq., at Finestone Hayes, LLP represents the Debtor as legal counsel. MEDICAL SOLUTIONS: $270MM Bank Debt Trades at 47% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Medical Solutions Holdings Inc is a borrower were trading in the secondary market around 53.4 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $270 million Term loan facility is scheduled to mature on November 1, 2029. The amount is fully drawn and outstanding. Medical Solutions L.L.C. operates as a travel nursing company. The Company provides benefits such as personalized pay package, medical and dental insurance, paid private housing, and loyalty programs, as well as pet care, education and training, and friendly housing services for travel nurses. Medical Solutions serves customers in the United States. METRO MATTRESS: Committee Taps Foresight Restructuring as Advisor ----------------------------------------------------------------- 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 Foresight Restructuring LLC as its financial advisor. The firm's services include: a. reviewing the financial information prepared by the Debtor and his professionals, including, but not limited to, cash flow projections, budgets, financial and strategic plans, and asset and liability analysis, and advising Committee on same; b. reviewing and assessing the pre-petition financial management of the Debtor’s business; c. evaluating from a financial perspective the Debtor’s operations and ongoing viability as a going concern; d. analyzing and assisting in negotiations concerning any proposed sale of the Debtor’s assets; e. reviewing and/or preparing the financial information and analysis necessary for the proposal and confirmation of a plan of reorganization or liquidation and related disclosure statement; f. analyzing, reviewing, and monitoring the restructuring process, including, but not limited to an assessment of potential recoveries for general unsecured creditors through the forensic investigation of potential preference actions, certain prepetition transactions, fraudulent conveyances and /or managerial malfeasance; g. assisting counsel to the Committee with the prosecution of motions, responses, and objections, as required by the Committee; and h. providing such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor in this context and not duplicative of services provided by other professionals in the Chapter 11 Case. Foresight will bill for all services provided at a rate of $400 per hour for partners and $150 per hour for associates. Yi Zhu, a principal of Foresight Restructuring, disclosed that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Yi Zhu Foresight Restructuring, LLC 151 Mount Grove Road Califon, NJ 07830 Telephone: (646) 881-4087 Email: info@foresightrestructuring.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. The Debtor tapped Barclay Damon LLP as bankruptcy counsel and Mackenzie Hughes LLP as special labor and employment counsel. MICHAELS COS: $1.95BB Bank Debt Trades at 22% Discount ------------------------------------------------------ Participations in a syndicated loan under which Michaels Cos Inc/The is a borrower were trading in the secondary market around 78.3 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.95 billion Term loan facility is scheduled to mature on April 17, 2028. The amount is fully drawn and outstanding. The Michaels Companies, Inc. doing business as Michaels operates as a chain of arts and crafts stores. The Company provides arts, crafts, floral and wall decor, framing, and merchandise for makers and do-it-yourself home decorators. Michaels Companies serves customers in North America. MILK STREET: Gets Interim OK to Use Cash Collateral Until Jan. 17 ----------------------------------------------------------------- Milk Street Cafe, Inc. received sixth interim approval from the U.S. Bankruptcy Court for the District of Massachusetts to use the cash collateral of its secured creditors until Jan. 17. The company can use the cash collateral of Massachusetts Growth Capital Corporation and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, in accordance with its projected budget, with a 10% variance. As adequate protection for MGCC and Silicon Valley due to the use of cash collateral, the secured creditors were granted replacement liens on post-petition assets. In addition, Milk Street Cafe was authorized to make payments to MGCC based on their regular amortized payments. The next hearing is scheduled for Jan. 15. Objections are due by Jan. 8. About Milk Street Cafe Milk Street Cafe, Inc., is an upscale casual restaurant and one of the premier corporate caterers in Boston, Mass. Milk Street Cafe filed its voluntary petition for Chapter 11 protection (Bankr. D. Mass. Case No. 24-11233) on June 20, 2024, listing $1,099,666 in assets and $3,245,762 in liabilities. Marc Epstein, president of Milk Street Cafe, signed the petition. Judge Janet E. Bostwick oversees the case. John T. Morrier, Esq., at Casner & Edwards, LLP, serves as the Debtor's legal counsel. MLN US HOLDCO: $576MM Bank Debt Trades at 96% Discount ------------------------------------------------------ Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 4.5 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $576 million Term loan facility is scheduled to mature on October 18, 2027. The amount is fully drawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company’s customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MOBIVITY HOLDINGS: Incurs $2.46 Million Net Loss in Third Quarter ----------------------------------------------------------------- Mobivity Holdings Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.46 million on $226,208 of revenues for the three months ended Sept. 30, 2024, compared to a net loss of $3.78 million on $50,180 of revenues for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $7.23 million on $900,008 of revenues compared to a net loss of $8.53 million on $183,413 of revenues for the same period a year ago. As of Sept. 30, 2024, the Company had $2.07 million in total assets, $16.75 million in total liabilities, and a total stockholders' deficit of $14.68 million. Mobivity stated, "As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $137.2 million as of September 30, 2024. Further losses are anticipated in the development of the Company's business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next 12 months with proceeds from the sale of securities, and/or revenues from operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1447380/000149315224047764/form10-q.htm About Mobivity Headquartered in Chandler, Arizona, Mobivity Holdings Corp. -- www.mobivity.com -- is in the business of developing and operating proprietary platforms through which brands and enterprises can conduct national and localized, data-driven marketing campaigns. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. MOFONGO & STEAKHOUSE: Taps Martin Law Group as Bankruptcy Counsel ----------------------------------------------------------------- Mofongo & Steakhouse, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Martin Law Group, P.C. to handle its chapter 11 case. The firm will be paid at the rates of $350 to $550 per hour. Martin Law Group received from the Debtor a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffery T. Martin, Jr., Esq., a partner at Martin Law Group, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffery T. Martin, Jr., Esq. John E. Reid, Esq. Martin Law Group, P.C. 8065 Leesburg Pike, Suite 750 Vienna, VA 22182 Telephone: (703) 834-5550 Email: jack@martinlawgroupva.com About Mofongo & Steakhouse Mofongo & Steakhouse, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11988) on October 25, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Jeffery T. Martin, Jr., Esq. at Martin Law Group, P.C. represents the Debtor as bankruptcy counsel. MORNINGSIDE MINISTRIES: Fitch Affirms 'BB' IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Morningside Ministries and Subsidiary's (TX ) Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed the series 2022 and 2020A bonds issued by the New Hope Cultural Education Facilities Finance Corporation on behalf of Morningside at 'BB'. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Morningside Ministries and Subsidiary (TX) LT IDR BB Affirmed BB Morningside Ministries and Subsidiary (TX) /General Revenues/1 LT LT BB Affirmed BB The 'BB' rating affirmation reflects Morningside's solid independent living unit (ILU) occupancy and sufficient healthcare occupancy, which provide stable revenue generation amidst significant construction and fill-up risks for an ILU expansion at Menger Springs and a healthcare repositioning at Meadows. Both projects are behind schedule due to permitting challenges at Menger Springs and asbestos abatement at the Meadows. However, the projects remain within budget. Once completed, these expansions are expected to enhance Morningside's market position and operational stability despite the significant leverage incurred. Management has successfully raised over $10 million to cover nearly all construction costs for the new skilled nursing facility (SNF) units. Additionally, pre-sales for the new Menger Springs ILUs have increased to 53 (72%) from 29 at Fitch's last review, indicating adequate demand and supporting the Stable Outlook. SECURITY The bonds are secured by a pledge of all revenues, first mortgage on all assets, and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Adequate Overall Demand Morningside operates two main campuses: The Meadows and Menger Springs. Both campuses provide a diversified market reach with a total of 536 units, including independent living (IL), assisted living (AL), memory care, and skilled nursing beds. Occupancy in the IL units across the two campuses averaged a very high 96% in 2023, though the current YTD average through Sept. 30, 2024 (interim period) has decreased to 91%. Fitch views this level of IL occupancy as adequate for the 'midrange' revenue defensibility assessment. Management began marketing Morningside's Menger Springs expansion ILUs in mid-2023. Pre-sales have increased from 29 to 53 since last year, and Fitch no longer considers the current pre-sale level to be an asymmetric risk consideration constraining the overall rating. AL and memory care units have maintained good occupancy rates, with AL averaging 89% and memory care averaging 95% through the interim period. However, skilled nursing beds have a lower occupancy rate, averaging 75% YTD. While this has caused the service line to underperform budgeted expectations, Morningside is managing expenses well with little to no usage of agency labor. Additionally, the healthcare repositioning project should help SNF occupancy over the long term. Rate increases in monthly service fees at both Menger Springs and the Meadows campuses occur regularly. Weighted average entrance fee levels for Menger Springs apartments are well below market home value levels, while weighted average entrance fees for Menger Springs cottages are slightly above market home value levels. The combined market assessment reflects favorable population growth and greater competition in the San Antonio market (the Meadows) balanced against the current lack of competition in Boerne, TX (Menger Springs). Forefront Living recently announced the development of a new campus with 193 ILUs near Menger Springs that is planned to open in 2026, which could potentially have a negative effect on demand. Operating Risk - 'bb' Weak Profitability The large majority of residents are on rental/fee-for-service contracts and the majority of ILU residents with entrance fee contracts have 90% refundable agreements with a limited amount of healthcare services. In 2020, Morningside began offering only non-refundable and 50% refundable contracts. Morningside's operating risk reflects weak profitability, elevated capex requirements, and adequate capital-related metrics. Though Morningside's revenue generation in 2023 was impacted by management's decision to take ALUs and cottages offline to prepare for the Meadows project, profitability was favorable due to $6.8 million in Employee Retention Tax Credit (ERTC) funds received and recognized during the year. Fitch believes Morningside's operating ratio, net operating margin (NOM), and NOM-adjusted of 100.2%, 5.5%, and 8.7%, respectively, through the interim period, reflect the organization's intrinsic profitability. This level is unfavorable, especially given the prevalence of rental/fee-for-service residence agreements that should provide stronger core financial performance. Morningside's operating risk includes relatively high Medicaid exposure, which has accounted for about 30% of SNF net revenues through the interim period. Skilled nursing revenue consistently makes up about a third of revenue. Fitch views the high exposure to SNF operations and Medicaid as an asymmetric additional risk consideration, as Medicaid programs provide the lowest reimbursement rates among all payors for SNF services. Morningside's management team is developing strategies to align its Medicaid admissions with its charitable revenue to mitigate the downward pressure on operating risk. Morningside's capital spending has averaged 103.9% of depreciation over the past five years and the average age of the plant has risen from 12.2 years at FYE18 to 17.9 years at FYE23. The healthcare repositioning project and ILU expansion will cause future spending to increase significantly. Fitch believes that both projects, once completed, will enhance Morningside's current marketing position. After the drawdown of the debt for the current projects, Morningside's debt position will be very elevated as revenue-only coverage of maximum annual debt service (MADS) on Morningside's debt (after a drawdown of debt for Phase I of the Menger Springs ILU expansion) was only 0.4x through the interim period. The feasibility study shows revenue-only MADS coverage below 1x through 2025, but a sound improvement afterward as the new Menger Springs ILUs are filled. MADS on permanent debt (after a drawdown of debt for Phase I of the Menger Springs ILU expansion) amounts to about 26% of annualized 9-month 2024 revenues and debt to net available measured an unfavorable 22.6x through the interim period. Fitch expects overall capital-related metrics to moderate over time as a result of the additional revenue and cash flow from the expansion projects. Financial Profile - 'bb' High Debt Load/Thin Leverage Metrics Morningside had cash/adjusted debt of about 24% and MADS coverage of 0.6x on the debt for its Menger Springs Phase I and Meadows projects, as calculated by Fitch, at Sept. 30, 2024. MADS coverage of existing debt was strong at 2.2x as of Sept. 30, 2024 (on a rolling 12-month basis) as a result of adequate operating profitability and the support of ERTC funds. Based on Fitch's forward-looking scenario analysis stress case, which incorporates Morningside's Phase I ILU expansion, Morningside's key leverage metrics remain modest. Fitch's base case scenario shows Morningside maintaining operating and financial metrics that are largely consistent with the current rating and with historical levels of performance over the next two years. Profitability deteriorates temporarily in 2025 as the organization ramps up nursing expenses and works to stabilize occupancy in its new SNF beds. Capital spending is expected to be high from 2023-2025 as management executes on its strategic projects. Fitch's forward look assumes a stress to reflect both operating and investment market volatility. Morningside's cash/adjusted debt and MADS coverage maintain levels consistent with the rating throughout Fitch's base case and remain resilient even under a stress case scenario. Days cash on hand (DCOH) remains consistently at or above 200 days through the base case, which is neutral to the rating outcome. Asymmetric Additional Risk Considerations Apart from the high reliance on Medicaid as discussed in Operating Risks, no asymmetric risk considerations were relevant to the rating determination. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weaker operating performance or project cost overruns that cause cash to adjusted debt to be consistently below 20%; - Decline in profitability such that operating ratios exceed 105% consistently; - Softening of ILU demand such that combined ILU occupancy falls below 88% with expectations to be sustained at that level. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Given Morningside's ongoing capex projects, a rating upgrade is unlikely over the Outlook period. Over time, positive rating could be warranted as a result of a strengthening in core operating performance leading to operating ratios consistently below 93% and/or MADS coverage consistently at or above 2x, and/or due to an improvement in the leverage position, with cash-to-adjusted debt sustained at 40% or higher. PROFILE Morningside operates two senior living communities in the greater San Antonio, TX metropolitan area. Menger Springs is a retirement community consisting of 161 ILU apartments, 40 entrance fee ILU cottages, 48 ALUs, 42 memory care units, and 40 SNF beds located in Boerne. The Meadows includes 105 rental ILU apartments, 39 ILU cottages, 44 ALUs, and 100 SNF beds in San Antonio. The large majority of residents are on rental/fee for service contracts, and ILU residents with entrance fee contracts are typically 90% refundable with a limited amount of healthcare services. While Fitch views the resulting lower entrance fee refund liability as favorable, the reduced interim cash flows and balance sheet softening cause some concern. Morningside deposited $3.55 million into a coverage support fund designed to allow Morningside to continue to meet its coverage covenant requirements while undergoing this contract conversion. Morningside also operates a home care service, mmCare LLC. In FY23 (Dec. 31 YE), Morningside had total operating revenue of $42.2 million. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information 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. MPH ACQUISITION: $1.33BB Bank Debt Trades at 26% Discount --------------------------------------------------------- Participations in a syndicated loan under which MPH Acquisition Holdings LLC is a borrower were trading in the secondary market around 74 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.33 billion Term loan facility is scheduled to mature on September 1, 2028. About $1.29 billion of the loan has been drawn and outstanding. MPH Acquisition Holdings LLC, doing business as MultiPlan, provides health care solutions. The Company offers payment integrity, network, and analytics-based solutions. MultiPlan serves customers in the United States. NAKED JUICE: $450MM Bank Debt Trades at 54% Discount ---------------------------------------------------- Participations in a syndicated loan under which Naked Juice LLC is a borrower were trading in the secondary market around 46.1 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $450 million Term loan facility is scheduled to mature on January 24, 2030. The amount is fully drawn and outstanding. Naked Juice LLC is the entity resulting from a spin-off from PepsiCo, with PAI Partners owning 61% and Pepsi retaining a 39% stake. Naked Juice, LLC owns the Tropicana, Naked Juice, KeVita and other select juice brands. NAVEO INC: Gets OK to Use Cash Collateral Until Dec. 14 ------------------------------------------------------- Naveo, Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use cash collateral by Waukesha State Bank. The Court grants the Debtor authority to use cash collateral until December 14, 2024, to cover ordinary and necessary business expenses as outlined in an attached budget. The Debtor may exceed the budget by up to 110%. 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. Additionally, the Debtor must make an adequate protection payment of $4,000 to the Bank. 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. NEEDLE HOLDINGS: $153.8MM Bank Debt Trades at 23% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Needle Holdings LLC is a borrower were trading in the secondary market around 77.5 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $153.8 million Term loan facility is scheduled to mature on April 28, 2028. About $153.4 million of the loan has been drawn and outstanding. Needle Holdings LLC operates as a holding company. The Company, through its subsidiaries, provides investment services. Needle Holdings serves customers in the United States. NXT ENERGY: Completes US$900K Debenture Placement With Ataraxia --------------------------------------------------------------- NXT Energy Solutions Inc. has completed the final tranche of a planned private placement of an aggregate principal amount of US$900,000 (approximately CDN$1,252,170) of convertible debentures to Ataraxia Capital, in the amount of US$400,000, (approximately CDN$556,520), pursuant to the terms of the subscription agreement signed between Ataraxia and NXT in 2023. The Toronto Stock Exchange has provided conditional approval of the final phase of this 2023 agreement. The 2024 Debentures bear interest at 10.0% per annum, paid quarterly in arrears, and are due and payable two years after the issue date. The 2024 Debentures are convertible into common shares of NXT at a conversion price of US$0.24 (approximately CDN$0.324) per Common Share, which provides Ataraxia with the right to obtain up to 3,750,000 Common Shares of NXT. The 2024 Debentures may also be converted into voting preferred shares of NXT with an annual dividend rate of 10% paid quarterly in arrears. The Preferred Shares are not transferable but may be converted on a one-to-one basis into Common Shares. The 2024 Debentures are payable on demand and are secured by a general security agreement, subordinate to the Business Development Bank of Canada's Highly Affected Sectors Credit Availability Program loan. After completing the 2024 Debenture Placement, Ataraxia owns an aggregate of US$2,300,000 2023 and 2024 Debentures, representing the right to own, after conversion of the Ataraxia Debentures, up to 13,540,209 Common Shares, representing approximately 14.7% of the issued and outstanding Common Shares (after giving effect to the conversion of the full amount of the Ataraxia Debentures). The proceeds from the 2024 Debenture Placement will be used to support the working capital needs of the upcoming SFD surveys in Africa and Southeast Asia, and other general and administrative costs which include business development and marketing activities required to transform the existing pipeline of SFD opportunities into firm contracts. Commenting on the 2024 Debenture Placement, Bruce G. Wilcox, CEO of NXT said, "We are very pleased and grateful that our strategic alliance partner, Ataraxia Capital, has now totally fulfilled its debenture funding commitment made last year." In accordance with MI 61-101 – Protection of Minority Security Holders in Special Transactions, the Company's issuance of the Debentures to Ataraxia constitutes a "related party transaction". The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect to the issuance of the Debentures to Ataraxia as the fair market value of the Debentures is below 25% of the Company's market capitalization (in each case as determined in accordance with MI 61-101). About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method. This system can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures, and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. Calgary, Canada-based MNP LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 27, 2024, citing that the Company's current cash position is not expected to be sufficient to meet the Company's obligations and planned operations for a year beyond the date of the auditor's report, unless additional financing is obtained or new revenue contracts are completed. This raises substantial doubt about the Company's ability to continue as a going concern. NXT Energy Solutions reported a net loss of CC$5.45 million for the year ended December 31, 2023, compared to a net loss of CC$6.73 million for the year ended December 31, 2022. As of June 30, 2024, Nxt Energy Solutions had C$16,545,816 in total assets, C$12,677,536 in total liabilities, and C$3,868,280 in total shareholders' equity. OG LIVING: Files Emergency Bid to Use Cash Collateral Thru Dec. 29 ------------------------------------------------------------------ OG Living, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for authority to use cash collateral and provide adequate protection, through December 29, 2024. The Debtor requires the use of cash collateral to pay costs and expenses of operating the Debtor as set forth in the budget. The parties that assert an interest in the cash collateral are the U.S. Small Business Administration, JP Morgan Chase Bank, and Byzfunder. As of the Petition Date, the Debtor's primary indebtedness is the U.S. Small Business Administration, relating to an Economic Injury Disaster Loan (EIDL). As of the Petition Date, the outstanding principal balance due the SBA was $497,537. The indebtedness is evidenced by a UCC-1 Financing Statement filed on May 27, 2020 with the State of Florida Secured Transaction Registry, encumbering substantially all of the assets of the Debtor, consisting primarily of the Debtor's accounts receivables, which as of the Petition Date were valued at approximately $600,000. In addition, Debtor owes JP Morgan Chase Bank in connection with a line of credit. As of the Petition Date, the amount due JP Morgan Chase Bank was $201,778. The indebtedness is evidenced by a UCC-1 Financing Statement recorded on November 7, 2022 encumbering substantially all of the assets of the Debtor. Thus, JP Morgan Chase Bank is ostensibly partially secured. In addition, the Debtor owes Byzfunder in connection with loan against receivables. As of the Petition Date, the amount due was $292,992. The indebtedness is evidenced by a UCC-1 Financing Statement recorded on June 28, 2023, encumbering substantially all of the assets of the Debtor. In light of the SBA's and JP Morgan Chase Bank's prior recording of their respective UCC-1s, Byzfunder is totally unsecured. The Secured Lenders are adequately protected by virtue of the Debtor's continued operations of their businesses and expenditure of cash on maintaining the business. As the Debtor continue their restaurant operations, the Secured Lenders are benefited from the Debtor's sale of goods and services related thereto in the ordinary course of business. Moreover, the expenditure of cash collateral on the preservation and maintenance of the Debtor's other assets provide additional adequate protection to the Secured Lenders. Further, the Debtor will grant a replacement liens pursuant to 11 U.S.C. section 361(2) on and in all property acquired or generated post-petition by the Debtor's continued operations to the same extent and priority and of the same kind and nature as the Secured Lenders would have had prior to the filing of the bankruptcy case and subject to all objections and avoidance claims; but excluding all proceeds of property recovered or transfers avoided by or on behalf of the Debtor, its estate or any subsequently appointed trustee. The Debtor proposes that these replacement liens in the Post-Petition Collateral will be valid and perfected only to the same extent as and subject to the same objections and avoidance claims, without the need for the execution, filing or recording of any further documents or instruments, otherwise required to be executed or filed under non-bankruptcy law. A copy of the motion is available at https://urlcurt.com/u?l=cLPigr from PacerMonitor.com. About OG Living LLC OG Living LLC is a seller and installer of luxury outdoor living spaces such as pergolas, cabanas, in addition to hurricane rated solar screens in Broward County, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22597) on November 29, 2024. In the petition signed by George John Wohlford, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Scott M Grossman oversees the case. Chad P. Pugatch, Esq., at LORIUM LAW, represents the Debtor as legal counsel. OG LIVING: Seeks Bankruptcy Protection in Florida ------------------------------------------------- On November 29, 2024, OG Living LLC filed Chapter 11 protection in the Southern District of Florida. 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 be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on December 30, 2024 at 9:00 AM, TELEPHONIC MEETING. About OG Living LLC OG Living LLC offers Pergola, Cabana, Magnatrack, StruXure Screen installation services. OG Living LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22597) on November 29, 2024. In the petition filed by George John Wohlford, as managing member, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Scott M. Grossman handles the case. The Debtor is represented by: Chad P. Pugatch, Esq. LORIUM LAW 101 NE 3rd Ave. Suite 1800 Fort Lauderdale, FL 33301 Tel: 954-462-8000 Email: cpugatch@loriumlaw.com OG LIVING: Seeks to Hire Lorium Law as Bankruptcy Counsel --------------------------------------------------------- OG Living LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Lorium Law as counsel. The firm will provide these services: (a) give advice to the Debtor with respect to its powers and duties as a debtor in possession under Chapter 11 and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) prepare and/or defend motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the Court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan and confirmation of same. The firm will be paid at these rates: Attorneys $300 to $450 per hour Paralegals $135 to $160 per hour The Debtor paid the firm the amount of $3,475 as retainer, inclusive of filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chad Pugatch, Esq., a partner at Lorium Law, 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: Chad P Pugatch, Esq. LORIUM LAW 101 NE 3rd Avenue, Suite 1800 Fort Lauderdale, FL 33301 Tel: (954) 462-8000 Email: cpugatch@loriumlaw.com About OG Living LLC OG Living offers Pergola, Cabana, Magnatrack, StruXure Screen installation services. OG Living LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22597) on Nov. 29, 2024, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by George John Wohlford as managing member. Judge Scott M Grossman presides over the case. Chad P. Pugatch, Esq. at LORIUM LAW represents the Debtor as counsel. OMEROS CORP: $67.1MM Bank Debt Trades at 0% Discount ---------------------------------------------------- Participations in a syndicated loan under which Omeros Corp is a borrower were trading in the secondary market around 100.1 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $67.1 million Payment in kind Term loan facility is scheduled to mature on June 2, 2028. About $94.5 million of the loan has been drawn and outstanding. Seattle, Washington-based Omeros — www.omeros.com — is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market and orphan indications targeting inflammation, complement-mediated diseases, disorders of the central nervous system and immune-related diseases, including cancers. ONONTIO LANDSCAPING: Gets OK to Use Cash Collateral Until Jan. 21 ----------------------------------------------------------------- Onontio Landscaping, Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of New York to use cash collateral until Jan. 21 next year, marking the second extension since the company's Chapter 11 filing in October. The bankruptcy court on Nov. 15 issued its first interim order, allowing the company to use cash collateral through Dec. 3. The second interim order authorized the use of cash collateral to cover payroll and operating expenses based on the company's proposed budget. Onontio Landscaping's secured creditors retain their pre-bankruptcy liens and security interests in the company's assets, pending further court rulings. The company was ordered to make weekly payments of $200 to the Subchapter V trustee to fund an escrow for payment of the trustee's fees up to the amount of $4,000. The next hearing is scheduled for Jan. 21. About Onontio Landscaping Onontio Landscaping, Inc. is a landscaping and snow removal service provider. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-60824) with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Patrick G. Radel oversees the case. The Debtor is represented by: Peter Alan Orville Orville & Mcdonald Law, PC 30 Riverside Dr. Binghamton, NY 13905 Tel: 607-770-1007 Email: peteropc@gmail.com OPEN RANGE: Seeks Approval to Hire Iron River as Appraiser ---------------------------------------------------------- Open Range Services Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Iron River Appraisal as appraisers. The firm will appraise Debtor's vehicles, equipment and machinery. The firm will charge a flat fee not to exceed $7,200 for its services. Ron Ruby, an employee of Iron River Appraisal, assured the court that his firm does not hold or represent any interest adverse to the Debtor and the bankruptcy estate and is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Ron Ruby Iron River Appraisal 1246 North Denver Ave. Loveland, CO 80537 Tel: (970) 556-4812 Email: Office@Ironappraiseit.com About Open Range Services Inc. Open Range Services Inc. is a construction company that specializes in heavy civil construction, commercial site development, public infrastructure, underground utilities, oilfield services and transportation logistics services. The Company offers manpower, heavy equipment, material resources and expertise to construct projects of any size and at any location across the Western United States. Open Range Services Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 24-14377) on July 31, 2024. In the petition filed by Jason Gant, as president, the Debtor reports total assets of $2,452,125 and total liabilities of $10,323,840. The Honorable Bankruptcy Judge Michael E. Romero oversees the case. The Debtor is represented by David V. Wadsworth, Esq. at Wadsworth Garber Warner Conrardy, PC. OPTIV PARENT: $650MM Bank Debt Trades at 17% Discount ----------------------------------------------------- Participations in a syndicated loan under which Optiv Parent Inc is a borrower were trading in the secondary market around 83.3 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $650 million Term loan facility is scheduled to mature on August 3, 2026. The amount is fully drawn and outstanding. Optiv Parent Inc, provides computer data security solutions. The Company offers program development, enterprise risk management, cloud security, training, implementation, and malware re-mediation services. Optiv Parent serves customers worldwide. PARKCHESTER ORAL: Amends Unsecured Claims Pay Details ----------------------------------------------------- Parkchester Oral and Maxillofacial Surgery Associates PC submitted an Amended Disclosure Statement describing Amended Plan of Reorganization. The Debtor presently intends to continue to operate with a small management staff with those employees necessary for daily operation. The management consists of Dr. Marlon Moore, who is the Debtor's president and he has 30 years in managing the Debtor's business and will continue to do so. Under the Debtor's Plan, the general unsecured creditors are receiving 10% of allowed claims in 20 quarterly payments for 5 years commencing on the effective date, which is the first Business Day after the Bankruptcy Court enters the order approving the Plan. Class 6, which is impaired, will consist of all allowed unsecured claims, including claims arising from the rejection of executory contracts and unexpired leases. It will not include the balance of TD Bank's claim and the SBA Claim. There are additional claims asserted in the aggregate of $53,818.15, which shall be satisfied by the payment of 10% of allowed claims in 60 monthly payments over 5 years commencing on the effective date. Any payment to be made pursuant to this section may be prepaid in whole or in part at any time by the reorganized Debtor in its sole discretion without penalty and the monthly installment will be proportionately reduced upon the reduction of claims. Class 7 consists of the holders of common stock of the Debtor. The stock will be canceled. The reorganized Parkchester will issue 100% of the stock to Dr. Moore, the existing stockholder who will provide capital of up to $10,000.00 in cash on the effective date. The general unsecured creditors have the right to reject the Plan, and if the Debtor attempts a "cram down," under In re Coltex, the Debtor's shareholders would be required to provide new value to the Debtor in order to retain their interest. The new value must be necessary for an effective reorganization, "substantial," monies or monies worth and reasonably equivalent to the value of the property to be retained. A full-text copy of the Amended Disclosure Statement dated November 7, 2024 is available at https://urlcurt.com/u?l=V4DWZN from PacerMonitor.com at no charge. Attorneys for the Debtor: Marc A. Pergament, Esq. Weinberg Gross & Pergament, LLP 400 Garden City Plaza, Suite 403 Garden City, NY 11530 Telephone: (516) 877-2424 Facsimile: (516) 877-2460 Email: mpergament@wgplaw.com About Parkchester Oral and Maxillofacial Surgery Associates Parkchester Oral and Maxillofacial Surgery Associates PC is a dental implants provider in New York. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11015) on June 28, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Marlon K. Moore MD, president, signed the petition. Michael E. Wiles oversees the case. Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP, serves as the Debtor's legal counsel. PENN HIGHLANDS: S&P Lowers Hospital Revenue Bond Rating to 'BB+' ---------------------------------------------------------------- S&P Global Ratings lowered its rating two notches to 'BB+' from 'BBB' on the DuBois Hospital Authority, Pa.'s series 2021, 2020, and 2018 hospital revenue bonds, issued for Penn Highlands Healthcare (PHH). The outlook is negative. The downgrade reflects ongoing operating losses, including an unexpected material operating decline in the fourth quarter of fiscal 2024 that has persisted into first-quarter fiscal 2025, along with continually weakening unrestricted reserves following multiple years of rapid organizational growth. Securing the bonds is a pledge of gross revenue from the obligated group, which encompasses most of PHH's revenues and assets. "The lower rating reflects our view of PHH's weakening financial profile, with growing operating losses and declining balance-sheet metrics," said S&P Global Ratings credit analyst Blake Fundingsland. The negative outlook reflects PHH's deteriorating financial position, with growing operating losses continuing through the latest interim period, in conjunction with weakening unrestricted reserves relative to both operating expenses and debt. The outlook also reflects the outsized impact on the negative operating trend spurred by the two newer acquisitions of Mon Valley and Connellsville, as well as losses at the newly opened State College micro hospital. S&P said, "We could consider a lower rating if management fails to significantly improve 2025 operating performance closer to budgeted expectations or if unrestricted reserves were to decline any further. Given that the strength of the system's enterprise profile remains anchored by the dominant market position, any decline in market position could lead to a lower rating. "We could revise the outlook to stable if PHH is able to follow through on the turnaround plan, with a trend of improved operating margins and stability in unrestricted reserves. In addition, we would expect stability in the enterprise profile, which would include growth in volumes given the recent expansion projects." PERFECT VIEW: Tarek Kiem Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed Tarek Kiem, Esq., at Kiem Law, PLLC as Subchapter V trustee for Perfect View Aerial Media, LLC. Mr. Kiem will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kiem declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tarek Kiem, Esq. Kiem Law, PLLC 8461 Lake Worth Road, Suite 114 Lake Worth, FL 33467 Tel: (561) 600-0406 Email: tarek@kiemlaw.com About Perfect View Aerial Media Perfect View Aerial Media, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21980) on November 15, 2024, listing up to $500,000 in assets and up to $10 million in liabilities. Judge Peter D. Russin oversees the case. John Page, Esq., at Shraiberg Page, PA serves as the Debtor's legal counsel. PHYSICIAN PARTNERS: $150MM Bank Debt Trades at 45% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Physician Partners LLC is a borrower were trading in the secondary market around 55 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $150 million Term loan facility is scheduled to mature on December 22, 2028. About $148.9 million of the loan has been drawn and outstanding. Physician Partners LLC (dba Better Health Group) is a value-based primary care physician group and managed service organization network that services over 250,000 members, with over 1,000 providers and 111 owned centers. Private equity firm, Kinderhook Industries, is an investor in Better Health Midco, LLC with LTM revenue as of June 30, 2023 of approximately $1.1 billion. PLANET GREEN: Incurs $1.19 Million Net Loss in Third Quarter ------------------------------------------------------------ Planet Green Holdings Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.19 million on $1.81 million of net revenues for the three months ended Sept. 30, 2024, compared to a net loss of $1.28 million on $3.52 million of net revenues for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $3.99 million on $5.29 million of net revenues compared to a net loss of $14.76 million on $15.44 million of net revenues for the nine months ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $41.91 million in total assets, $26.40 million in total liabilities, and $15.51 million in total stockholders' equity. Planet Green said, "The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $4,342,017 from continuing operations for the nine months ended September 30, 2024. As of September 30, 2024 the Company had an accumulated deficit of $144,711,504, a working capital deficit of $8,938,115, its net cash provided by operating activities for the nine months ended September 30, 2024 was $48,461. "These factors raise substantial doubt on the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's plan for the Company's continued existence is dependent upon management's ability to execute the business plan, develop the plan to generate profit. Additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1117057/000121390024098608/ea0219143-10q_planet.htm About Planet Green Holdings Planet Green Holdings Corp., headquartered in Flushing, N.Y., is engaged in a number of diverse businesses, including consumer products, chemical products, advertising and mobile game. Irvine, Calif.-based YCM CPA, Inc., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has an accumulated deficit as of December 31, 2023, and currently faces a working capital deficit, continued net losses, and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. POTTSVILLE OPERATIONS: Committee Taps Dentons as Legal Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Pottsville Operations, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Dentons United States LLP as its counsel. The firm will provide these services: a. advise the Committee with respect to its rights, duties and powers in this case; b. assist and advise the Committee in its consultations with the Debtor relating to the administration of this case; c. assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the Committee's investigation of the acts, conducts, assets, liabilities and financial condition of the Debtor and other parties involved with the Debtor, and of the operation of the Debtor's business; e. assist the Committee in its analysis of, and negotiations with the Debtor or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and/or executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtor; f. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in this case; g. represent the Committee at all hearings and other proceedings; h. review and analyze, as well as advise the Committee with respect to, applications, orders, statements of operations and schedules filed with the Court; i. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and j. perform such other services as may be required and are deemed to be the in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these rates: Partners $675 to $950 per hour Associates $425 to $600 per hour Paraprofessionals $250 to $350 per hour Andrew Helman, Esq., a partner at Dentons, 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: Andrew C. Helman, Esq. Dentons Bingham Greenebaum LLP One City Center, Suite 11100 Portland, ME 04101 Phone: (207) 619-0919 Email: andrew.helman@dentons.com About Pottsville Operations, LLC Pottsville Operations LLC and its affiliates own and operates six skilled nursing facilities in Pennsylvania. Collectively, Pottsville has 925 beds across the six facilities, and 759 residents currently at the Facilities as of the Petition Date. Pottsville acquired the facilities in May of 2021. Pottsville Operations LLC and its 10 affiliates sought relief under sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 24-70418) on Oct. 15, 2024. In the petition signed by Neil Luria, as chief restructuring officer, Pottsville reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Bankruptcy Judge Jeffery A Deller handles the cases. The Debtors tapped BAKER & HOSTETLER LLP as general bankruptcy counsel; and RAINES FELDMAN LITTRELL, LLP as local counsel. SOLIC Capital Advisors LLC is serving as financial advisor, and Solic's Neil Luria has been tapped as CRO of the Debtors. STRETTO, INC., is the claims agent. POTTSVILLE OPERATIONS: Committee Taps FTI as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of Pottsville Operations, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ FTI Consulting, Inc. as its financial advisors. The firm's services include: a. review financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; b. prepare an analyses required to assess any proposed Debtor-In-Possession financing or use of cash collateral; c. assess and monitor the Debtors' short term cash flow, liquidity, and operating results; d. review and analyze the Debtors' proposed employee compensation and benefits programs; e. review and analyze the Debtors' potential disposition or liquidation of both core and non-core assets; f. review the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; g. assess the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; h. review and monitor the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; i. review and analyze any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; j. review and analyze the claims reconciliation and estimation process; k. review and analyze other financial information prepared by the Debtors; l. attend meetings and assist discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; m. review and prepare information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; n. evaluate and analyze avoidance actions, including fraudulent conveyances and preferential transfers; o. assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and p. provide any other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Senior Managing Director $1,185 to 1,525 per hour Director/Senior Director/ Managing Director $890 to 1,155 per hour Consultant/Senior Consultant $485 to 820 per hour Administrative/Paraprofessional $195 to 385 per hour The firm will be paid a retainer in the amount of $10,000. FTI will also be reimbursed for reasonable out-of-pocket expenses incurred. Clifford Zucker, senior managing director at FTI Consulting, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Clifford Zucker FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Tel: (212) 841-9355 Mobile: (908) 295-4632 Email: cliff.zucker@fticonsulting.com About Pottsville Operations, LLC Pottsville Operations LLC and its affiliates own and operates six skilled nursing facilities in Pennsylvania. Collectively, Pottsville has 925 beds across the six facilities, and 759 residents currently at the Facilities as of the Petition Date. Pottsville acquired the facilities in May of 2021. Pottsville Operations LLC and its 10 affiliates sought relief under sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 24-70418) on Oct. 15, 2024. In the petition signed by Neil Luria, as chief restructuring officer, Pottsville reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Bankruptcy Judge Jeffery A Deller handles the cases. The Debtors tapped BAKER & HOSTETLER LLP as general bankruptcy counsel; and RAINES FELDMAN LITTRELL, LLP as local counsel. SOLIC Capital Advisors LLC is serving as financial advisor, and Solic's Neil Luria has been tapped as CRO of the Debtors. STRETTO, INC., is the claims agent. PROSPECT CAPITAL: S&P Downgrades ICR to 'BB+', Outlook Stable ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Prospect Capital Corp. (PSEC) to 'BB+' from 'BBB-'. The outlook is stable. At the same time, S&P lowered the issue ratings on PSEC's unsecured debt to 'BB+' from 'BBB-' and preferred stock to 'B+' from 'BB'. Subsequently it withdrew the issue rating on the preferred stock at the issuer's request. For the first fiscal quarter ended Sept. 30, 2024, PSEC realized a net loss on investments of $100 million, due to the restructuring of its investment in Research Now Group, LLC, and a net loss of about $69 million on its structured subordinated notes book. This is in addition to the realized loss of $417 million for fiscal year-ended June 30, 2024. Additionally, PSEC also had unrealized losses of $124 million this past quarter, mostly driven by its portfolio of control investments ($3.3 billion amortized cost, $3.7 billion fair value) which accounted for around 45% of the portfolio's cost as of Sept. 30, 2024. While PSEC accounted for these losses in the prior quarters, its net asset value (NAV) declined by 5% since last quarter and 7% a year ago. S&P thinks the control investments provides PSEC with the ability to amend terms on its underlying loans. However, these investments can also subject the portfolio to large performance swings. Over the three months ended Sept. 30, 2024, the control portfolio had unrealized losses of around $174 million, largely due to two of its portfolio companies, InterDent ($368 million cost, $404 million fair value) and NPRC ($1.1 billion cost, $1.6 billion fair value), which had unrealized losses of $67 million and $75 million, respectively. Comparatively, as of June 30, 2024, the company's control investments generated an unrealized gain of $9 million; over that fiscal year period, PSEC's investments in NPRC, InterDent, CP Energy Services, and First Tower Finance contributed to unrealized losses of $171 million. The portfolio at cost of $7.3 billion had net unrealized appreciation of $147 million, as of Sept. 30, 2024, as the net unrealized depreciation of $280 million in debt investments was more than offset by unrealized gains in equity investments of $427 million. While the portfolio had net unrealized appreciation, it came from its equity investments, which typically lead to volatility in portfolio marks, in S&P's view. The top three sectors by cost were: equity REITS (12%), health care providers (9%), and consumer finance (9%). As of Sept. 30, 2024, PSEC's portfolio at cost was 68% first lien debt (including unitranche), 13% second-lien debt, 11% equity, and 7% structured finance (equity in collateralized loan obligations). While management has an operating history of managing its exposures to real estate and collateralized loan obligations (CLO), S&P views them as riskier than typical business development company (BDC) investment strategies. However, the company's CLO exposure has declined to 6% as of Sept. 30, 2024, versus 7% at fiscal year-end June 2024, and 9% in 2023. But it has resulted in PSEC realizing significant losses ($248 million since fiscal year-end 2022), which deteriorated its equity. As of Sept. 30, 2024, PSEC still had $543 million in exposure to CLO equity at cost that were fair valued at $473 million. S&P said, "We take a balanced view of the company cutting its monthly distribution to $0.045 per share from $0.06 per share. Within the past 10 years, this would be the third time PSEC cut its common stock dividend, with the most recent cut in 2017. While we view this positively as to better align its distributions with its net investment, we also consider it a potential signal of further deterioration in the portfolio. As of Sept. 30, 2024, PSEC's cash on balance sheet (including restricted cash) had declined to $57 million from $86 million at fiscal year-end June 30, 2024. PSEC also has nearly $1 billion available on its secured revolving credit facility, subject to borrowing base." Over the next 12 months, the company has $156 million of convertible notes due March 2025. S&P expects the company will prudently manage this upcoming maturity by either drawing on its revolving credit facility or raising capital through a combination of preferred stock and unsecured debt. As of Sept. 30, 2024, PSEC's PIK as a percentage of gross investment income was 16.9%, higher than the peer average of around 10%. A significant portion of PSEC's PIK income is related to its control positions in top exposures. Around 21% of the portfolio includes a PIK feature, including several of its top investments that are having some form of strain as evidenced by recent unrealized losses (e.g., InterDent and NPRC). Even when the PIK income is due to additional debt investments provided to controlling portfolio companies for investment and working capital purposes, S&P continues to view it as an asset quality weakness. Over the next 12 months, S&P expects that PSEC's overall PIK income will rise as select borrowers will continue to have liquidity pressures and an expected decrease in base rates will lead to lower net investment income (denominator effect). For the first fiscal quarter ended September 2024, PSEC's non-accruals at cost were around 3.6%. The company had three investments totaling $207 million at cost on non-accrual. Of the total non-accrual loans, United Sporting Companies ($89.9 million cost and $10.2 million fair value) comprised 43% of total cost on non-accrual, as of Sept. 30, 2024. As of Sept.30, 2024, PSEC's top one and five investments, excluding National Property REIT Corp. (NPRC), which includes 61 underlying properties, and First Tower Finance--PSEC's online consumer lending portfolio--as a percent of ATE were 10% and 37%, respectively. The company's top five investments had a net unrealized loss of about $359 million, as of Sept. 30, 2024 (compared with $281 million in June 2024). Some of PSEC's largest investments, including Pacific World Corp. and CP Energy Services, its second- and third-largest investments at cost, carried an unrealized loss of $217 million and $191 million, respectively. These unrealized losses are modestly offset by an unrealized gain of $35 million in its top exposure, InterDent Inc. Despite the tremendous growth in private credit over the past two years, PSEC's investment portfolio remained unchanged at around $7.4 billion, which indicate lacking scale relative to other publicly rated peers that have a broader affiliation with global asset managers. PSEC focuses on making investments to middle-market companies with weighted average borrower EBITDAs of $105 million as of Sept. 30, 2024. The rise in competition as newer BDCs proliferate, and broadly syndicated markets recover, has allowed borrowers to refinance and lower their funding costs. As a result, PSEC's annualized current yield declined to 11.8% from 12.1% the prior quarter, and from 12.7% a year ago. As of Sept. 30, 2024, PSEC's debt to ATE was 0.73x, and remains among the lowest of publicly rated BDCs. S&P deducts equity investments in subordinated structured notes and equity in finance companies from reported equity to arrive to ATE. Additionally, as of Sept. 30, 2024, PSEC had $1.6 billion in preferred stock outstanding, of which S&P includes $1.1 billion as equity in our ATE calculation, with the remaining $507 million treated as debt. As of Sept. 30, 2024, PSEC's asset coverage ratio was 323%, well above the regulatory requirement of 150%. However, S&P thinks PSEC's earnings metrics are well below the peer average: -- Realized return on average investments as of Sept. 30, 2024: 0.97% (peer average of 5.0%) -- EBITDA ex gains/losses & PIK /interest expense + dividends: 0.77x (peer average of 1.1x) -- EBITDA ex gains/losses & PIK / interest expense: 2.50x (peer average of 2.77x) -- Return on average investments: 0.16% (peer average of 5.3%). Additionally, unlike its publicly rated peers, PSEC's stock trades at a steep discount to net asset value (NAV) that limits its ability to raise funding from equity markets to support growth. As a result, PSEC has not issued any common equity since 2020, but has raised capital by issuing preferred stock and accessing its unsecured retail notes. S&P rates PSEC's unsecured debt in line with the ICR, as PSEC has ample cushion on its unencumbered assets to unsecured debt test (2.8x as of Sept. 30, 2024), as well as priority debt that is less than 15% of adjusted assets. RANGER BEARINGS: James Bailey Named Subchapter V Trustee -------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed James Bailey, III of Butler Snow, LLP as Subchapter V trustee for Ranger Bearings, LLC. Mr. Bailey will be paid an hourly fee of $545 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Bailey declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James E. Bailey III Butler Snow, LLP 6075 Poplar Avenue, Suite 500 Memphis, TN 38119 Phone: (901) 680-7347 Email: Jeb.Bailey@butlersnow.com About Ranger Bearings Ranger Bearings, LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-25657) on November 14, 2024, with $1 million to $10 million in both assets and liabilities. Haines O'Neil, managing member of American Railway Services, LLC, signed the petition. Judge Denise E. Barnett handles the case. The Debtor is represented by Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, and Jerome C. Payne, Esq., at Payne Law Firm. RECOMBINETICS INC: Hires Cassel Salpeter & Co as Investment Banker ------------------------------------------------------------------ Recombinetics, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Cassel Salpeter & Co., LLC as investment banker. The firm's services include: a. reviewing and analyzing the Company's business, operations, and financial projections; b. attending meetings of the Board of Directors of the Company (whether in person or telephonically) with respect to matters on which we have been engaged to advise hereunder; and c. providing testimony, as necessary, with respect to matters on which we have been engaged to advise hereunder in any proceeding before the Bankruptcy Court. d. assisting in the preparation of materials, describing the Company's industry, business strategy, business, and management, and incorporating current financial and other appropriate information furnished by the Company (which may be amended and/or supplemented from time to time); e. assisting the Company in identifying and evaluating candidates for any potential Sale Transaction; f. advising with regard to possible licensing opportunities g. coordinating and assisting the management of the Company in preparing for and hosting management presentations, as well as conference and diligence calls; h. evaluating Transaction proposals and providing Company management with guidance on Transaction valuation and structure and terms; i. advising with regard to possible divestitures of non-strategic assets. The firm's rates are: (a) Initial Fee. A non-refundable, one-time cash fee of $75,000, payable by wire transfer in immediately available U.S. funds on the execution date of the Engagement Agreement, which was paid prepetition. (b) Monthly Fee. A non-refundable monthly cash fee of $50,000 on the first monthly anniversary of the Engagement Agreement and $25,000 on the second monthly anniversary of the Engagement Agreement, payable by wire transfer in immediately available U.S. funds. (c) Sale Transaction Fee. If the Debtors consummate any Sale Transaction, the Debtors have agreed to pay to Cassel Salpeter a sale transaction fee, payable by check or wire transfer in immediately available U.S. funds at the closing of the Sale Transaction, equal to: (x) $200,000; plus (y) 10 percent of the aggregate Sale Consideration in excess of the original stalking horse bid. Cassel Salpeter received an initial fee of $75,000. James S. Cassel, chairman of Cassel Salpeter, is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: James S. Cassel Cassel Salpeter & Co., LLC 801 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: (305) 438-7700 About Recombinetics Inc. Recombinetics Inc. is a gene-editing company in Eagan, Minn., known for its hornless dairy bulls. Recombinetics sought relief under Chapter 11 of the U.S. Bankruptcy (Bankr. D. Del. Case No. 24-12593) on November 11, 2024, with total assets of $1.7 million and total liabilities of $7.7 million. Judge Mary F. Walrath oversees the case. The Debtor is represented by Ian J. Bambrick, Esq., at Faegre Drinker Biddle & Reath, LLP. REFRIGERATION TECHNOLOGIES: Gets Interim OK to Use Cash Collateral ------------------------------------------------------------------ Refrigeration Technologies, LLC, received third interim approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use cash collateral while providing certain protections to the secured creditors. The Debtor is authorized to use Cash Collateral for business operations per an agreed budget, with a 15% buffer on expenses. As adequate protection, secured creditors are granted a replacement lien on the debtor’s property to protect their interests against potential reductions in the value of their collateral. If the replacement lien does not adequately protect the secured creditors’ interests, their claims may receive super-priority under Section 507(b) of the Bankruptcy Code, which could place them ahead of other creditors for repayment. The Debtor's use of Cash Collateral may be terminated if they fail to meet obligations, if the case is converted or dismissed, or if operations cease. A further hearing is set for Feb. 19, 2025. A copy of the court's order and the Debtor's budget is available at https://shorturl.at/GWO0n from PacerMonitor.com. About Refrigeration Technologies Refrigeration Technologies, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 24-12902) on August 19, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Ashely M. Chan presides over the case. James Christopher Vandermark, Esq., at White And Williams, LLP represents the Debtor as legal counsel. RHODIUM ENCORE: Akin Gump Advises Ad Hoc Group of SAFE Parties -------------------------------------------------------------- The law firm of Akin Gump Strauss Hauer & Feld LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 cases of Rhodium Enterprises Inc. ("REI") and affiliates, the firm represents the Ad Hoc Group of SAFE Parties (the "Ad Hoc Group"). The Ad Hoc Group was initially formed on November 14, 2024, and retained Akin to represent the Ad Hoc Group in connection with these chapter 11 cases. Each Ad Hoc Group Member has represented to Akin that it is a party-in-interest, is party to a Simple Agreement for Future Equity ("SAFE") with REI, and holds claims against the Debtors that may include, but are not necessarily limited to, unsecured claims, and administrative claims in unliquidated amounts. According to the Declaration of David M. Dunn in Support of Chapter 11 Petitions and First Day Relief REI entered into SAFE agreements "for a total of $87 million in the aggregate." This appears to refer to the aggregate of the values sometimes referred to in the SAFE agreements as the "Cash Out Amount." Akin has been advised by members of the Ad Hoc Group that each member of the Ad Hoc Group is a party to SAFE agreements with the Debtors. Akin does not make any representation regarding the validity, amount, allowance, or priority of such claims and reserves all rights with respect thereto. Akin does not own, nor has Akin ever owned, any claims against or interests in the Debtors, except for claims for services rendered in connection with these chapter 11 cases. The Ad Hoc Group Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Blockchain Recovery Investment Consortium, LLC, acting in its capacity as the Complex Asset Recovery Manager and Litigation Administrator for Celsius Holding LLC (the "BRIC") 7301 SW 57th Court Suite 515 Miami, Florida 33143 * Litigation Administrator for party to non-executory SAFE agreement with REI * $50,000,000.00 2. James M. Farrar and Adda B. Delgadillo-Farrar 2805 Kings Park Lane, Modesto, CA 95355 * Party to non-executory SAFE agreement with REI * $160,000.00 3. Infinite Mining, LLC 321 Hodge Creek Rd., Kila, MT 59920 * Party to non-executory SAFE agreement with REI * $1,450,000.00 4. Infinite Mining, LLC 321 Hodge Creek Rd., Kila, MT 59920 * Party to non-executory SAFE agreement with REI * $200,000.00 5. Thomas Lienhart 660 Evening Star Lane, Cincinnati, OH 45220 * Party to non-executory SAFE agreement with REI * $100,000.00 6. Pepper Grove Holdings Limited 45 Reid Street, 2nd Floor Hamilton HM 12, Bermuda * Party to non-executory SAFE agreement with REI * $5,000,000.00 7. Private Investor Club Feeder Fund 2021-H LLC 1111 Isobel Reserve Lane, Tampa, FL 33613 * Party to non-executory SAFE agreement with REI * $6,632,340.98 8. Emil Stefkov 108 7th Ave. South, 2nd Floor, 10014 NY, New York * Party to non-executory SAFE agreement with REI * $3,000,000.00 Counsel to the Ad Hoc Group: AKIN GUMP STRAUSS HAUER & FELD LLP Sarah Link Schultz, Esq. Elizabeth D. Scott, Esq. 2300 N. Field Street, Suite 1800 Dallas, TX 75201-2481 Telephone: (214) 969-2800 E-mail: sschultz@akingump.com E-mail: edscott@akingump.com - and - Mitchell P. Hurley, Esq. One Bryant Park New York, NY 10036-6745 Telephone: (212) 872-1000 E-mail: mhurley@akingump.com About Rhodium Encore Rhodium Encore LLC is a founder-led, Texas based, digital asset technology company utilizing proprietary tech to self-mine bitcoin. The Company creates innovative technologies with the goal of being the most sustainable and cost-efficient producer of bitcoin in the industry. Rhodium Encore sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90448) on Aug. 24, 2024. In the petition filed by Michael Robinson, as co-CRO, the Debtor reports lead debtor's estimated assets between $100 million and $500 million and estimated liabilities between $50 million and $100 million. The Honorable Bankruptcy Judge Alfredo R. Perez oversees the case. The Debtor tapped QUINN EMANUEL URQUHART & SULLIVAN, LLP, as counsel, and PROVINCE as restructuring advisor. ROAD RES-Q: Marc Albert of Stinson LLP Named Subchapter V Trustee ----------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Marc Albert, Esq., a partner at Stinson, LLP, as Subchapter V trustee for Road Res-Q, LLC. Mr. Albert will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Albert declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Marc E. Albert Stinson, LLP 1775 Pennsylvania Ave, NW, Suite 800 Washington, DC 20006 Phone: (202) 728-3020 Email: marc.albert@stinson.com About Road Res-Q Road Res-Q, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-12147) on Nov. 14, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. John P. Forest, II, Esq. represents the Debtor as counsel. ROCK MEDICAL: Files Bid to Use Cash Collateral Thru Jan. 31 ------------------------------------------------------------ Rock Medical Group, LLC, asks the U.S. Bankruptcy Court for the District of Nebraska for authority to use cash collateral and provide adequate protection, on an interim basis, through January 31, 2025. The Debtor requires the use of cash collateral to meet ongoing payroll requirements, paying vendors, taxes, insurance, and bankruptcy-related expenses. The parties that may assert an interest in the Debtor's cash collateral are National Funding, LLC, Mr. Advance, Libertas Funding, LLC, Kalamata Capital Group, and Funderz Group, LLC. The Debtor had a factoring agreement with United Capital Funding Group, LLC, which purchased a portion of the Debtor's accounts receivable. United Capital retained a 10% reserve to cover potential losses. In addition to the factoring fees, the Debtor had contingent liabilities to United Capital. To secure these obligations, the Debtor granted United Capital a security interest in its assets, which was perfected by filing a UCC-1 financing statement. As adequate protection, United Capital's liens and security interests in the Pre-Petition Collateral will continue to attach to the Debtor's post-petition assets of the same kind and to the same extent the liens were effective or valid with respect to the Pre-Petition Collateral. Further, the Debtor proposes to assign to and grant United Capital, effective on and after the Petition Date, valid and automatically perfected ownership interests and first priority replacement liens and security interests in and upon all of the cash collateral on the terms provided in the Existing Factoring Agreement. Moreover, the Debtor proposes to grant United Capital a superpriority administrative expense claim and all of the other benefits and protections allowable under 11 U.S.C. sections 503(b) and 507(b), subject to no priority exceptions. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=JrQkOe from PacerMonitor.com. The Debtor projects $264,739 in total expenses for December 2024. About Rock Medical Group, LLC Rock Medical Group, LLC is a solution-focused medical staffing agency offering medical staffing solutions for hospitals, long-term care facilities, specialty nursing units, hospice care, memory care, rehabilitation facilities, surgical centers, and allied services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Neb. Case No. 24-81090) on November 27, 2024. In the petition signed by Loren Rock, managing member/owner, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Patrick R. Turner, Esq., at TURNER LEGAL GROUP, LLC, represents the Debtor as legal counsel. ROYSTONE ON QUEEN: Court Extends Use of Cash Collateral to Jan. 2 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington granted the motion filed by Roystone on Queen Anne, LLC, extending its use of cash collateral until Jan. 2 next year. The court previously issued a final order in Roystone's bankruptcy case, allowing the company to use cash collateral to pay its operating expenses. Roystone's extended budget was also approved and the company was authorized to use cash collateral according to this budget. Any payments made according to this budget will be free from the liens of 5 Roy SEA1, LLC, a creditor. The provisions of the Aug. 23 final order remain in effect except those modified by the extended budget and the court's latest order. About Roystone On Queen Anne Roystone on Queen Anne, LLC owns a newly-constructed residential apartment complex commonly known as the Roystone Apartments located at 5 W. Roy Street, Seattle, Wash. The property has an appraised value of $39,056,543. Roystone on Queen Anne filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 24-11462) on June 12, 2024, listing $39,433,126 in assets and $35,776,259 in liabilities. James H. Wong, manager of Vibrant Cities, LLC, signed the petition. Judge Christopher M. Alston oversees the case. Bush Kornfeld, LLP serves as the Debtor's legal counsel. ROYSTONE ON QUEEN: Seeks to Extend Plan Exclusivity to Jan. 8, 2025 ------------------------------------------------------------------- Roystone on Queen Anne LLC asked the U.S. Bankruptcy Court for the Western District of Washington to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to January 8, 2025 and March 10, 2025, respectively. The Debtor believes that cause exists to grant the requested relief for the following reasons: First, while this is a single asset real estate case, it has occasioned significant litigation by the secured creditor at every juncture, including cash collateral, relief from stay, approval of the disclosure statement and the leadup to confirmation. The case involves the restructure of over $35 million in obligations secured against the Debtor's commercial multifamily housing complex, and competing economic interests among the Debtor, the Debtor's senior secured lender, the general contractor and multiple subcontractors, the junior and exit loan lender, and unsecured creditors. Second, the Debtor is advancing the Chapter 11 Case in good faith and in a timely manner in light of the complexities and substantial litigation involved in this case. A mere eight days after settlement was reached regarding the terms of a final cash collateral order, 5Roy filed a motion for relief from stay that required the Debtor, again, to spend considerable time and effort to defend against the motion, responding to multiple subpoenas, litigating discovery disputes, identifying and preparing witnesses, drafting a detailed prehearing statement, and ultimately participating in a two-day evidentiary hearing with multiple fact and expert witnesses. Finally, the Debtor is not depriving any party of any material or relevant information. Rather, the Debtor has worked, and continues to work, cooperatively with 5Roy, the U.S. Trustee and others, sharing all relevant financials, including bi-monthly receipts and disbursements reports, and operational information such as rent rolls. Counsel to the Debtor: Richard B. Keeton, Esq. Bush Kornfeld Llp 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 Email: rkeeton@bskd.com About Roystone On Queen Anne Roystone on Queen Anne, LLC owns a newly-constructed residential apartment complex commonly known as the Roystone Apartments located at 5 W. Roy Street, Seattle, Wash. The property has an appraised value of $39,056,543. Roystone on Queen Anne filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 24-11462) on June 12, 2024, listing $39,433,126 in assets and $35,776,259 in liabilities. James H. Wong, manager of Vibrant Cities, LLC, signed the petition. Judge Christopher M. Alston oversees the case. Bush Kornfeld, LLP serves as the Debtor's legal counsel. RYKIN PUMP: Seeks to Hire Tarbox Law PC as Bankruptcy Counsel ------------------------------------------------------------- Rykin Pump Company Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Tarbox Law, P.C. as counsel. The firm will provide these services: (a) prepare legal papers; (b) advise the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of a Chapter 11 plan of reorganization; (c) advise the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the trustee's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties-in-interest; and (d) assist the Debtor with any and all sales of assets, closing of such sales, and distribution to creditors. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Max Tarbox, Esq., at Tarbox Law, 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: Max R. Tarbox, Esq. Tarbox Law, PC 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: tami@tarboxlaw.com About Rykin Pump Company Inc. Rykin Pump Company Inc. specializes in service station equipment, maintenance, and testing. The Company is a distributor for some of the top names in the industry, including Wayne, Fill-Rite, and OPW. Rykin Pump Company Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No.: 24-70178) on November 25, 2024. In the petition filed by Amy Gayle Dennis, as president, the Debtor reports total assets of $32,905,273 and total liabilities of $8,148,987. Honorable Bankruptcy Judge Shad Robinson oversees the case. The Debtor is represented by Max R. Tarbox, Esq. at TARBOX LAW, P.C. SANUWAVE HEALTH: Kevin Richardson Resigns; Options Fully Vested --------------------------------------------------------------- Sanuwave Health, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into an Acknowledgment and Mutual Agreement with Kevin A. Richardson, II, a director of the Company. As previously disclosed, on May 23, 2023, Mr. Richardson entered into a Transition and Separation Agreement with the Company, pursuant to which Mr. Richardson served as the Company's Chief Strategy Officer for a period of 12 months. In accordance with the terms of the Transition Agreement, Mr. Richardson's employment as the Company's Chief Strategy Officer automatically terminated on May 23, 2024, but he continued to serve as a director of the Company. Pursuant to the Acknowledgment and Mutual Agreement, Mr. Richardson resigned as a director of the Company on November 12, 2024, and he and the Company agreed to a mutual non-disparagement covenant. The Company and Mr. Richardson also entered into an Amendment to Stock Option Agreement, pursuant to which the 66,667 options granted to Mr. Richardson on October 22, 2024, fully vested as of the effective date of the Acknowledgment and Mutual Agreement; in addition, these options will now remain outstanding and exercisable following Mr. Richardson's resignation until their expiration date of October 22, 2034. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has incurred recurring losses and needs to raise additional funds to meet its obligations, sustain its operations, and to resolve the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SANUWAVE Health reported a net loss of $25.81 million for the year ended Dec. 31, 2023, compared to a net loss of $10.29 million for the year ended Dec. 31, 2022. As of September 30, 2024, SANUWAVE Health had $21.8 million in total assets, $82.1 million in total liabilities, and $60.3 million in total stockholders' deficit. SHIELDS NURSING: Seeks to Use Cash Collateral Thru Jan 2025 ----------------------------------------------------------- Shields Nursing Centers, Inc., asks the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, for authority to continue using cash collateral and provide adequate protection, through January 1, 2025, to confirmation of the Debtor's Plan. The Debtor requires the use of cash collateral to pay the reasonable expenses it incurs during the ordinary course of its business. The Secured Creditors effected by the Debtor's proposed use of cash collateral in the order of priority of UCC filings are: 1. Internal Revenue Service: $1.851 million; Federal Tax Lien filed on August 22,2018. 2. CT Corporation, as representative; UCC filed on March 20, 2019; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 3. CT Corporation, as representative; UCC filed on August 2, 2019; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 4. CT Corporation, as representative; UCC filed on December 11,2019; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 5. U.S. Small Business Administration: $2 million; filed on May 23,2020 6. Unique Funding Solutions: $136,125; UCC filed on October 24, 2022; 7. First Corporate Solutions, as representative; UCC filed on December 27,2022; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 8. BizFund LLC: UCC filed on March 10,2023; secured claim is $403,156 9. Webfunder, LLC: secured claim of $399,000 [Based on Future Receivables Sale and Purchase Agreement dated June 7, 2023] 10. First Insurance Funding: secured claim of $75,064 [Based on Finance Agreement dated July 18, 2023] 11. Hanson Bridgett LLC: secured claim of $1,082 [Based on legal services through August 31, 2023] Based on the value of the Debtor's assets, the Debtor at this time is offering to make monthly adequate protection payments to the first position secured creditor, the Internal Revenue Service, in the amount of $7,500 per month. The Debtor believes that all the Secured Creditors are adequately protected by the ongoing business operations and the income to be generated throughout the pendency of the Debtor's bankruptcy case, and the granting of a replacement lien to the extent of any diminution in value of collateral as a result of the Debtor's continued use of cash collateral. The replacement lien would be on all post-petition assets in the same priority and to the same extent and validity as the Secured Creditors asserted pre-petition. A hearing on the matter is set for December 20, 2024 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=i56Ptn from PacerMonitor.com. About Shields Nursing Centers Shields Nursing Centers, Inc. owns and operates a skilled nursing facility in Hercules, Calif., which offers rehabilitation programs including physical, occupational and speech therapy. Shields Nursing Centers filed its voluntary Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-41201) on Sept. 20, 2023, with $1,726,970 in assets and $13,504,710 in liabilities. William M. Shields Jr., chief executive officer, signed the petition. Judge Charles Novack oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's bankruptcy counsel. SINCLAIR TELEVISION: $750MM Bank Debt Trades at 19% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 81.3 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 million Term loan facility is scheduled to mature on April 23, 2029. About $733.1 million of the loan has been drawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SKID ROW HOUSING: Taps Raines Feldman Littrell as Legal Counsel --------------------------------------------------------------- The Skid Row Housing Trust and SRHT Property Management Company seek approval from the U.S. Bankruptcy Court for the Central District of California to hire Raines Feldman Littrell LLP as their general bankruptcy counsel. The firm will render these services: 1. advise the Debtors with respect to the requirements and provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines, and other applicable requirements that may affect the Debtors; 2. assist the Debtors in preparing and filing their schedules and statement of financial affairs, complying with and fulfilling U.S. Trustee requirements, and preparing other documents as may be required after the initial filing of a chapter 11 case; 3. assist the Debtors in the liquidation and distribution of their assets; 4. advise the Debtors concerning the rights and remedies of their estates and the Debtors in regard to adversary proceedings that may be removed to, or initiated in, the Bankruptcy Court; 5. represent the Debtors in any proceeding or hearing in the Bankruptcy Court in any action where the rights of the estates or the Debtors may be litigated or affected; and 6. provide such other services as may be necessary or otherwise arise during the pendency of these cases. The firm will undertake representation of the Debtors at an hourly rate of between $415 and $1,200. The firm received a total pre-petition retainer in the amount of $162,974 from SRHT, and $32,500 from PMC. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Hamid Rafatjoo, Esq., a partner at Raines Feldman Littrell LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Hamid R. Rafatjoo, Esq. Raines Feldman Littrell LLP 1900 Avenue of the Stars, 19th Floor Los Angeles, CA 90067 Telephone: (310) 440-4100 Email: hrafatjoo@raineslaw.com About The Skid Row Housing Trust The Skid Row Housing Trust owns an interest in certain real properties. The business and mission of the Corporation is to provide management, support, administration and rental services related to the provision of permanent supportive housing at the Trust Properties and to perform certain other property management services for the Trust. The Skid Row Housing Trust sought Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18882) on October 29, 2024. In the petition filed by Joanne Cordero, as interim CEO, the Debtor reports total assets of $161,592 and total liabilities of $122,547,696. The Debtor is represented by Hamid R. Rafatjoo, Esq. at RAINES FELDMAN LITTRELL LLP. SMRK PROPERTY: Seeks Chapter 11 Bankruptcy in Michigan ------------------------------------------------------ On December 2, 2024, SMRK Property LLC filed Chapter 11 protection in the Eastern District of Michigan. 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. About SMRK Property LLC SMRK Property LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). SMRK Property LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-51341) on December 2, 2024. In the petition filed by Sam Muraeky, as principal, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Mark A. Randon handles the case. The Debtor is represented by: Robert N. Bassel, Esq. P.O. Box T Clinton MI 49236 Tel: 248-677-1234 E-mail: bbassel@gmail.com SOLAR BIOTECH: Creditor Claims Bidder Should Not Receive Fee ------------------------------------------------------------ Yun Park of Law360 reports that a creditor of Solar Biotech has asked a Delaware bankruptcy judge to deny the $456,000 breakup fee for the unsuccessful stalking horse bidder, arguing that there is no evidence to justify the need for the protections or that the bidder relied on them. About Solar Biotech Solar Biotech, Inc. and Noblegen Inc. are biotechnology companies with nearly five years of experience in scaling biotech designs and prototypes on a commercial scale. They provide services to customers in the form of various phases, which are as follows: (i) concept development; (ii) develop prototypes; (iii) optimize costs; (iv) use prototype samples for business development and sampling; and (v) commercialization agreements to help transfer developed technology into commercial products. By offering a wide range of services, the Debtors are able to successfully meet the varying needs of its customers across the biotech market. Solar Biotech and Noblegen filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11402) on June 23, 2024, with $10 million to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Porzio, Bromberg & Newman, P.C. as bankruptcy counsel; Newpoint Advisors Corporation as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Brinkman Law Group, PC as bankruptcy counsel, Esbrook, PC as Delaware counsel, and Young America Capital, LLC as financial advisor. SOLUTION ENGINEERING: Angela Shortall Named Subchapter V Trustee ---------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Angela Shortall of 3Cubed Advisory Services, LLC, as Subchapter V trustee for Solution Engineering for Reliable and Viable Enterprises (SERVE) Advisory Group, LLC. Ms. Shortall will be paid an hourly fee of $525 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Shortall declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Angela L. Shortall 3Cubed Advisory Services, LLC 111 S. Calvert St., Suite 1400 Baltimore, MD 21202 Phone: 410-783-6385 About Solution Engineering for Reliable and Viable Enter Solution Engineering for Reliable and Viable Enter filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 24-00390) on Nov. 18, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Elizabeth L Gunn presides over the case. Jeffery T. Martin, Esq. at Martin Law Group, P.C. represents the Debtor as counsel. SPICEY PARTNERS: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- Spicey Partners Real Estate Holdings, LLC, received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division approved the postpetition use of cash collateral. The Debtors owe approximately $6.73 million to their Prepetition Lenders, with security interests granted in nearly all of their assets. The Debtors are authorized to use the Cash Collateral for the period outlined in the budget (attached as Schedule 1), with a 15% variance, which covers the working capital needs of the Debtors and general corporate expenses, subject to the terms in the Budget. The prepetition lenders are granted replacement liens and superpriority claims to protect against the diminution of their collateral's value. Additionally, Monthly payments to the senior lender on prepetition obligations are also authorized. A Carve-Out ensures that the Prepetition Lenders’ liens and claims are subordinate to certain fees, such as those required to be paid to the Clerk of the Court and the U.S. Trustee, along with reasonable fees for any Chapter 7 Trustee (not to exceed $10,000). A final hearing is scheduled to address the motion comprehensively. A copy of the court's order and the Debtor's budget is available at https://shorturl.at/XNTCi from PacerMonitor.com. About Spicey Partners Real Estate Holdings, LLC Spicey Partners Real Estate Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. T. Case No. 24-90572) with $10 million to $50 million in assets and $100 million to $500 million in laibilities (on a consolidated basis). The petitions were signed by David G. Howe as chief operating officer. Judge Christopher M Lopez oversees the case. The Debtor is represented by: David Robert Eastlake Greenberg Traurig, LLP Tel: 713-374-3571 E-mail: david.eastlake@gtlaw.com STAR PUMP: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Star Pump Down Services, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund its operations. The bankruptcy was precipitated by threatened collection activity from the Debtor's largest creditor, BOM Bank. Fundthrough USA, Inc., the party represented by Secured Lender Solutions and BOM Bank may have an interest in the cash collateral. As adequate protection, the Debtor proposes to provide all creditors with an interest in cash collateral with a replacement lien upon assets obtained post-petition to the same extent, priority and validity as their pre-petition liens. The Debtor will also maintain insurance upon its assets. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=TNwBtS from PacerMonitor.com. The Debtor projects total cash outflows, on a weekly basis, as follows: $22,025 for the week ending December 7, 2024; $5,810 for the week ending December 14, 2024; and $13,940 for the week ending December 21, 2024. About Star Pump Down Service, LLC Star Pump Down Service, LLC is dedicated to providing services in the pump down industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-11506) on November 29, 2024. In the petition signed by Chad Elliott, president, the Debtor disclosed $5,146,614 in total assets and $7,061,694 in total liabilities. Judge Shad Robinson oversees the case. Stephen W Sather, Esq., at Barron & Newburger, PC, represents the Debtor as legal counsel. STG LOGISTICS: $750MM Bank Debt Trades at 44% Discount ------------------------------------------------------ Participations in a syndicated loan under which STG Logistics Inc is a borrower were trading in the secondary market around 56.4 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $750 million Term loan facility is scheduled to mature on March 24, 2028. About $731.3 million of the loan has been drawn and outstanding. STG Logistics, Inc., also known as St. George Logistics, is a logistics company with a corporate office in North Bergen, New Jersey. STICKY HOLSTERS: Hires GGG Partners LLC as Financial Advisor ------------------------------------------------------------ Sticky Holsters, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ GGG Partners, LLC as financial advisor and expert witness. The firm will provide consulting, advisory and expert witness services in connection with the Debtor’s First Amended Plan of Reorganization. The firm requested for a a $7,500 retainer. GGG is disinterested as such term is defined by Sec. 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Richard Gaudet GGG Partners, LLC 2870 Peachtree Rd, Ste 502 Atlanta, GA 30305 Office: (404) 256-0003 Mobile: (404) 680-7032 Email: rgaudet@gggmgt.com About Sticky Holsters Sticky Holsters, Inc., manufactures various designs of holsters for concealed weapons, which it sells through a network of distributors and retail sales throughout the United States. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00962) on Aug. 21, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. The Debtors tapped Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Postler, PA as legal counsel and McHale PA as financial advisor and expert witness. STOLI GROUP: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- Stoli Group (USA), LLC, and Kentucky Owl, LLC, ask the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for authority to use cash collateral and provide adequate protection. The Debtors require the use of cash collateral to fund working capital, operating expenses, capital expenditures, fixed charges, payroll, and all other general corporate purposes arising in the Debtors' ordinary course of business. Fifth Third Bank, National Association assert an interest in the Debtors' cash collateral. Prior to the Petition Date, each of the Debtors entered into and obtained separate senior secured revolving credit facilities from Fifth Third Bank, National Association, a national banking association. Debtor Stoli USA is a borrower under the Credit Agreement dated October 28, 2022. Via the Stoli Credit Agreement, Debtor Stoli USA was provided a revolving credit facility in an aggregate amount of $50 million. Debtor KO is a borrower under the Amended and Restated Credit Agreement dated as of February 3, 2023, by and between Debtor KO and the Lender, and, together with related loan documents, agreements, or instruments executed in connection with the Stoli Credit Agreement. Via the KO Credit Agreement, Debtor KO was provided a revolving credit facility in an aggregate amount of $40 million. As of the Petition Date, the Debtors' aggregate principal outstanding funded debt obligations under the Prepetition Loan Documents total approximately $78.374 million. As adequate protection, the Lender will be granted replacement liens and security interests in all of the Debtors' assets. To the extent the Replacement Liens granted to the Lender in the Interim Order do not provide the Lender with adequate protection of its interests in the cash collateral, the Lender will have superpriority administrative expense claims in each of the Bankruptcy Cases under 11 U.S.C. section 507(b) with priority over every other administrative claim of any kind. These events constitute an Event of Default: a. If the Debtors' actual operating disbursements under the Budget exceed the amounts set forth in the Budget by more than the Budget Variance without the prior written consent of the Lender or prior authority from the Court; b. If the Debtors pay obligations not shown on the Budget without the prior written consent of the Lender or further authority from the Court; and c. If the Debtors breach any other term, provision, or requirement of the Interim Order. A copy of the motion is available at https://urlcurt.com/u?l=HMniGU from PacerMonitor.com. About Stoli Group (USA) LLC Stoli Group (USA) LLC is a producer, manager, and distributor of a global portfolio of spirits and wines. Stoli Group (USA) LLC and its Kentucky Owl American sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80146) on November 27, 2024. In the petition filed by Chris Caldwell, as president and global chief executive officer, the Debtor reports estimated assets between $100 million and $500 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Scott W. Everett handles the case. FOLEY & LARDNER LLP represents the Debtor as legal counsel. STRUCTURE ONE: Seeks to Hire Barron & Newburger as Attorney ----------------------------------------------------------- Structure One, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Barron & Newburger, P.C. as attorneys. The firm will render these services: (a) advise the Debtor of its rights, powers, and duties in the continued management of its assets; (b) review the nature and validity of claims asserted against the property of the Debtor and advise concerning the enforceability of such claims; (c) prepare on behalf of the Debtor all necessary legal documents and review all financial and other reports to be filed in the Chapter 11 case; (d) advise the Debtor concerning and prepare responses to, legal papers which may be filed in the Chapter 11 case; (e) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; (f) perform all other legal services for and on behalf of the Debtor which may be necessary and appropriate in the administration of the Chapter 11 case and its business; and (g) work with professionals retained by other parties in interest in this case to attempt to obtain approval of a consensual plan of reorganization for the Debtor. The firm will be paid at these rates: Stephen Sather, Esq. $600 per hour David Stern, Esq. $425 per hour Other Attorneys $325 to $475 per hour Support Staffs $75 to $120 per hour Barron & Newburger will also seek reimbursement for expenses incurred. The firm received a retainer in the amount of $50,000. Stephen Sather, Esq., an attorney at Barron & Newburger, 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: Stephen W. Sather, Esq. Barron & Newburger PC 7320 N. MoPac Expy., Ste. 400 Austin, TX 78731 Tel: (512) 476-9103 Fax: (512) 279-0310 Email: ssather@bn-lawyers.com About Structure One, Inc. Structure One, Inc. is a construction contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-11342-smr) on October 29, 2024. In the petition signed by Jeffrey Brown, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Stephen W Sather, Esq., at Barron & Newburger, P.C., represents the Debtor as legal counsel. SUNMEADOWS LLC: Seeks to Extend Plan Exclusivity to Feb. 17, 2025 ----------------------------------------------------------------- Sunmeadows, LLC, asked the U.S. Bankruptcy Court for the Central District of California to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to February 17, 2025 and April 17, 2025, respectively. The Debtor explains that its chapter 11 case has a couple of material contingencies which must be resolved prior to the development of a feasible plan of reorganization. First, Debtor must be in a position to be able to convey title to the Subject Property in order to enter into a sale transaction or refinancing of the Subject Property in order to propose a feasible plan. Debtor's interest in the Subject Property is its primary asset and the means by which it will be able to fund a plan of reorganization. However, uncertainty regarding Debtor's ownership of the Subject Property impairs Debtor's ability to propose concrete and feasible plan structures. It wouldn't be efficient or even make sense for Debtor to propose a "dual track" plan because Debtor would be forced to incur the expense of expert witnesses for a cramdown fight over interest rates and feasibility, without knowing the outcome of the litigation or Debtor's ability to convey title to the Subject Property in a sale transaction or refinancing. The Debtor claims that it is currently involved in litigation with RR1050 regarding Debtor's assertion of ownership of the Subject Property, and the nature and amount of RR1050's secured claim. Given the complexity of issues raised in the pending RR1050 litigation and Debtor's bankruptcy case, generally, and the short period of time within which the case has been pending, this factor weighs in favor of granting an extension of the exclusivity periods. The Debtor asserts that a consensual chapter 11 plan is the most efficient and least costly resolution to this case. If exclusivity is not extended, all parties will divert time and resources away from negotiating a consensual resolution to pursuing cramdown of a plan at a time that Debtor's ability to convey title to the property (for purposes of sales or a refinancing transaction) is uncertain. Pursuing a plan process in the absence of clarity on the issue of Debtor's ownership of the Subject Property will only result in difficult and expensive legal battles and expenses that may prove to be unnecessary and unhelpful to the goal of resolving this chapter 11 case. The Debtor further asserts that its request for an extension of exclusivity is made in good faith, and not for the improper purpose of delay, to gain advantage in negotiations with any claimants, or to pressure creditors to accede to the terms of its plan. The extension of exclusivity is necessary to allow progress in the pending litigation with RR1050 and either clarify Debtor's ownership rights to the Subject Property and ability to convey title through a sale process or to obtain a refinancing of the RR1050 debt, before Debtor is required to proceed with the plan process. Sunmeadows, LLC is represented by: Robert P. Goe, Esq. GOE FORSYTHE & HODGES, LLP 17701 Cowan, Suite 210 Irvine, CA 92614 Tel: (949) 798-2460 Fax: (949) 955-9437 Email: rgoe@goeforlaw.com About Sunmeadows LLC Sunmeadows, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11012) on April 22, 2024. In the petition signed by William Lo, manager, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtor tapped Robert P. Goe, Esq., at Goe Forsythe & Hodges LLP as counsel and James Wong at Armory Consulting Co. as financial advisor. SUNSTOCK INC: Posts $201K Net Income in Third Quarter ----------------------------------------------------- Sunstock, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $200,961 on $3 million of revenues for the three months ended Sept. 30, 2024, compared to a net loss of $91,734 on $3 million of revenues for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported net income of $463,785 on $6.29 million of revenues compared to a net loss of $263,891 on $9.50 million of revenues for the same period during the prior year. As of Sept. 30, 2024, the Company had $2.73 million in total assets, $753,001 in total liabilities, and $1.97 million in total stockholders' equity. Sunstock said, "The Company has not posted annual operating income since inception. It has an accumulated deficit of $65,446,307 as of September 30, 2024. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. Therefore, there is substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1559157/000149315224047001/form10-q.htm About Sunstock Sacramento, Calif.-based Sunstock, Inc. engages in buying, selling and distribution of precious metals, primarily gold. The Company emphasizes investment in enduring assets that it believes may provide 'resource to retail' conversion upside. Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 2, 2024, citing that the Company has an accumulated deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. SWC INDUSTRIES: Hires Allen Overy Shearman as Bankruptcy Counsel ---------------------------------------------------------------- SWC Industries, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to employ Allen Overy Shearman Sterling US LLP as counsel. The firm will render these services: a) legal advice and representation with respect to the Debtors' rights and duties as debtors in possession; b) advice and consultation on the conduct of these Chapter 11 Cases, including, but not limited to, all of the requirements of operating in Chapter 11; c) advice and representation in connection with the sale of the Debtors' assets and related auction process, including, but not limited to, the negotiation, documentation, approval, and consummation of any agreement in the sale process; d) advice and representation in connection with the negotiation and pursuit of confirmation of a Chapter 11 plan and approval of the corresponding solicitation procedures and disclosure statement; e) preparation on behalf of the Debtors of all necessary applications, motions, complaints, objections, responses, answers, orders, reports, and other legal papers; f) advice and representation in connection with necessary actions to protect and preserve the Debtors' estates, including, but not limited to, the prosecution of actions on the Debtors' behalf, the defense of any action commenced against the Debtors, and the representation of the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; g) advice and representation with respect to debtor-in-possession financing and any use of cash collateral, including the negotiation, documentation, approval, implementation of, and compliance with the same; h) advice and representation, if applicable, relating to the negotiation, documentation and approval of any exit financing for the Debtors; i) advice regarding the creation and governance of post-confirmation creditor trusts or similar vehicles; j) advice regarding compliance with relevant environmental obligations; k) attendance at meetings and negotiations with representatives of creditors, equity holders, prospective investors or acquirers, and other parties in interest in connection with the above matters; l) appearance before the Court, any appellate courts, and the Office of the United States Trustee for Region 17 to advance and protect the interests of the Debtors; m) advice and analysis with respect to litigation pending against the Debtors as of the Petition Date and any related matters in the Chapter 11 Cases; n) analyse the Debtors' leases and contracts and advice with respect to the assumption and assignment or rejection thereof and analysis of the validity of liens against the Debtors; and o) perform all other legal services for the Debtors in connection with the prosecution of these cases, as well as provision of general corporate, capital markets, mergers and acquisitions, employment, tax, and litigation advice and other general non-bankruptcy legal services to the Debtors, as required. A&O Shearman’s standard hourly rates are: Partners $1,595 to $2,400 Counsel $1,515 to $1,800 Associates $825 to $1,510 Legal Assistants $495 to $520 The firm received a retainer in the amount of $2,475,000. C. Luckey McDowell, a partner of A&O Shearman, assured the court that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) thereof. The firm can be reached through: C. Luckey McDowell, Esq. Ian E. Roberts, Esq. ALLEN OVERY SHEARMAN STERLING US LLP 2601 Olive Street, 17th Floor Dallas, TX 75201 Phone: (214) 271-5777 Email: luckey.mcdowell@aoshearman.com ian.roberts@aoshearman.com About SWC Industries LLC With principal operations in California and Massachusetts, SWC Industries LLC manufactures a range of innovative sealing and logistics equipment -- and offers related services -- that create efficiencies and reduce costs across multiple industries. In addition, the Company's San Diego-based business designs and develops a full suite of software designed to improve warehouse operations. SWC Industries LLC and 12 affiliates sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 24-51721) on Nov. 13, 2024. SWC listed assets and debt of $50 million to $100 million as of the bankruptcy filing. The Debtors tapped Allen Overy Shearman Sterling US LLP as lead restructuring counsel; Binder Malter Harris & Rome-Banks LLP as restructuring co-counsel and local counsel; Getzler Henrich & Associates LLC as financial advisor; and Gordian Group, LLC, as investment banker. Stretto, Inc., is the claims agent. SWC INDUSTRIES: Hires Stretto Inc as Administrative Advisor ----------------------------------------------------------- SWC Industries, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to employ Stretto, Inc. as administrative advisor. The firm will render these services: a) assist with, among other things, solicitation, balloting, and tabulation of votes; prepare any related reports, as required in support of confirmation of a chapter 11 plan; b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d) assist with the preparation of the Debtors' monthly operating reports and gather data in conjunction therewith; e) provide a confidential data room; f) manage and coordinate any distributions pursuant to a chapter 11 plan if designated as distribution agent under such plan; and g) provide claims analysis and reconciliation, case research, depository management, treasury services, confidential online workspaces or data rooms, and any related services otherwise required by applicable law, governmental regulations, or court rules or orders in connection with these Chapter 11 Cases. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheryl Betance, a partner at Stretto, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About SWC Industries LLC With principal operations in California and Massachusetts, SWC Industries LLC manufactures a range of innovative sealing and logistics equipment -- and offers related services -- that create efficiencies and reduce costs across multiple industries. In addition, the Company's San Diego-based business designs and develops a full suite of software designed to improve warehouse operations. SWC Industries LLC and 12 affiliates sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 24-51721) on Nov. 13, 2024. SWC listed assets and debt of $50 million to $100 million as of the bankruptcy filing. The Debtors tapped Allen Overy Shearman Sterling US LLP as lead restructuring counsel; Binder Malter Harris & Rome-Banks LLP as restructuring co-counsel and local counsel; Getzler Henrich & Associates LLC as financial advisor; and Gordian Group, LLC, as investment banker. Stretto, Inc., is the claims agent. SWC INDUSTRIES: Seeks to Hire Gordian Group as Investment Banker ---------------------------------------------------------------- SWC Industries, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to employ Gordian Group, LLC as investment banker. The firm will render these services: 1. advise and assist with the general formulation and evaluation of various options for effecting one or more possible Transactions; 2. assisting the Debtors in preparing the confidential information memorandum that will be provided to potential bidders, describing the Debtors and their business, operations, capital structure and financial condition; 3. prepare proposals to creditors, equity holders and other parties in interest in connection with any possible Transaction; 4. assist with the structuring and implementation of any Transaction, including evaluating proposals from, and participating in negotiations with, third parties; 5. make presentations to SWC's Sole Manager regarding any potential Transaction; 6. render such other financial advisory and investment banking services as may be mutually agreed upon by Gordian and the Debtors; 7. evaluate and assist with any DIP financing in these Chapter 11 Cases; 8. testify in support of the matters on which Gordian has advised the Debtors; and 9. provide other customary investment banking testimony concerning subjects encompassed by any of the other services above that have been rendered. The firm's rates are: -- Monthly Fee. A fee of $50,000 per month, payable upon each subsequent monthly anniversary of the Agreement Date; however, 50% of Monthly Fees paid in excess of $150,000 in aggregate will be credited (but not more than once) against any subsequent Transaction Fees. -- Transaction Fees. In connection with the consummation of each Transaction, cash fees consisting of 3% of the Aggregate Consideration for such Transaction. However, in the event of a Restructuring also resulting in a Transaction, then any Transaction Fees will also be credited against the Restructuring Fee. -- Restructuring Fee. In connection with the consummation of a Restructuring, a one-time fee earned and payable as a condition to consummation of such Restructuring, equal to $750,000 minus (i) the sum of any Transaction Fees paid, and (ii) any applicable crediting of Monthly Fees. Peter S. Kaufman, President and Head of Restructuring and Distressed M&A at Gordian Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Gordian Group can be reached at: Peter S. Kaufman GORDIAN GROUP 950 3rd Ave, Suite 1700 New York, NY 10022 Tel: (212) 486-3600 About SWC Industries LLC With principal operations in California and Massachusetts, SWC Industries LLC manufactures a range of innovative sealing and logistics equipment -- and offers related services -- that create efficiencies and reduce costs across multiple industries. In addition, the Company's San Diego-based business designs and develops a full suite of software designed to improve warehouse operations. SWC Industries LLC and 12 affiliates sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 24-51721) on Nov. 13, 2024. SWC listed assets and debt of $50 million to $100 million as of the bankruptcy filing. The Debtors tapped Allen Overy Shearman Sterling US LLP as lead restructuring counsel; Binder Malter Harris & Rome-Banks LLP as restructuring co-counsel and local counsel; Getzler Henrich & Associates LLC as financial advisor; and Gordian Group, LLC, as investment banker. Stretto, Inc., is the claims agent. TAMPA BAY SPEECH-LANGUAGE: Gets Interim OK to Use Cash Collateral ----------------------------------------------------------------- Tampa Bay Speech-Language & Reading Clinic, LLC received first interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division to use cash collateral of On Deck, also known as ODK Capital, LLC. The company was authorized to use cash collateral for necessary expenses outlined in its budget. The authorization will remain in effect until further court order. On Deck, a secured creditor, was granted a perfected post-petition lien on the cash collateral, with the same priority as its pre-bankruptcy lien. The next hearing is scheduled for Dec. 19. About Tampa Bay Speech-Language & Reading Clinic Tampa Bay Speech-Language and Reading Clinic, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06271) on October 25, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Julie L. Kogut, director, signed the petition. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor as legal counsel. TELESAT LLC: $1.91BB Bank Debt Trades at 42% Discount ----------------------------------------------------- Participations in a syndicated loan under which Telesat LLC is a borrower were trading in the secondary market around 57.8 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.91 billion Term loan facility is scheduled to mature on December 7, 2026. About $1.42 billion of the loan has been drawn and outstanding. Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. TGI FRIDAY'S: Seeks to Hire Ropes & Gray LLP as Attorney -------------------------------------------------------- TGI Friday's Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Ropes & Gray LLP as attorneys. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. advising the Debtors regarding related tax matters; d. taking any necessary action on behalf of the Debtors to negotiate, draft, and obtain approval of a chapter 11 plan and all documents related thereto; e. representing the Debtors in connection with obtaining authority to use cash collateral and postpetition financing; f. representing the Debtors in connection with obtaining authority to sell all or some of the Debtors' assets; g. attending meetings and negotiating with representatives of creditors and other parties in interest; h. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning litigations in which the Debtors are involved, including objections to the claims filed against the Debtors' estates; i. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; j. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; and k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. The firm will be paid at these rates: Partners $1,600 to $2,460 per hour Counsel $830 to $2,330 per hour Associates $770 to $1,390 per hour Paraprofessionals $285 to $650 per hour The Debtor paid the firm an advance retainer of $350,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The following is provided in response to the request for additional information set forth in Paragraph D.1 of the UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: Ropes & Gray was initially engaged by TGIF Holdings, LLC as the Debtors' restructuring counsel on Oct. 4, 2024 pursuant to the Engagement Agreement. Question: Have the Debtors approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: The Debtors' approved a budget and staffing plan for Ropes & Gray covering the period from the Petition Date through Dec. 28, 2024. Chris Dickerson, a partner of the firm of Ropes & Gray LLP, 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: Chris L. Dickerson, Esq. Rahmon J. Brown, Esq. ROPES & GRAY LLP 191 North Wacker Drive, 32nd Floor Chicago, IL 60606 Telephone: (312) 845-1200 Facsimile: (312) 845-5500 Email: chris.dickerson@ropesgray.com rahmon.brown@ropesgray.com About TGI Friday's Inc. TGI Friday's Inc., doing business as Wow Bao, operates a chain of restaurants. The Company provides appetizers, sizzlings, seafood, salads, sandwiches, entres, desserts, and non-alcoholic and alcoholic beverages. Wow Bao serves customers in the United States. TGI Friday's Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80069) on Nov. 2, 2024, listing $100,000,001 to $500 million in both assets and liabilities. Judge Stacey G Jernigan presides over the case. Holland N. O'Neil, Esq. at Foley & Lardner LLP represents the Debtor as counsel. TGI FRIDAY'S: Taps Foley & Lardner LLP as Bankruptcy Counsel ------------------------------------------------------------ TGI Friday's Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Foley & Lardner LLP as counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business; (b) assist in identification of assets and liabilities of the estate; (c) assist the Debtor in formulating a plan of reorganization or liquidation and to take necessary legal steps in order to confirm such plan; (d) prepare and file all necessary legal documents; (e) take such action as is necessary and appropriate to preserve and protect the Debtor's assets and interests; (f) appear in court and protect the interests of the Debtor before the court; (g) analyze claims and compete property interests, and negotiate with creditors and parties-in-interest on behalf of the Debtor; (h) advise the Debtor in connection with any potential sale of assets and prepare and file necessary motions and other documents to effectuate the same on behalf of the Debtor; and (i) perform all other legal services for the Debtor that may be necessary in these proceedings. The firm will be paid as follows: Holland N. O'Neil, Partner $1,150 Carrie Hoffman, Partner $825 Mark C. Moore, Partner $825 Zachary C. Zahn, Associate $495 Janelle C. Harrison, Paralegal $300 In addition, the firm will seek reimbursement for expenses incurred. Prior to the Petition Date, Foley was compensated and received payment for services provided to the Debtors prior to the Petition Date for pre-bankruptcy negotiations and bankruptcy preparation in the amount of $60,000, plus $47,000 in Court filing fees. The following is provided in response to the request for additional information set forth in Paragraph D.1 of the Revised UST Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Like many firms of comparable size, Foley periodically adjusts the hourly rates of its timekeepers, typically on February 1. As set forth above, the current hourly rates of the attorneys expected to bear primary responsibility for this matter range between $690 and $1,150. The hourly rates of paraprofessionals expected to bear primary responsibility for this matter range between $300 to $350. The only rate adjustment was for Foley's annual rate modification effective each February 1st. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Foley has provided a good faith estimate of its expected fees and expenses during the course of these Chapter 11 Cases, along with the staffing plan outlined in the Application. As disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Holland N. O'Neil, Esq. Mark C. Moore, Esq. Zachary C. Zahn, Esq. FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Telephone: (214) 999-3000 Facsimile: (214) 999-4667 Email: honeil@foley.com Email: mmoore@foley.com Email: zzahn@foley.com About TGI Friday's Inc. TGI Friday's Inc., doing business as Wow Bao, operates a chain of restaurants. The Company provides appetizers, sizzlings, seafood, salads, sandwiches, entres, desserts, and non-alcoholic and alcoholic beverages. Wow Bao serves customers in the United States. TGI Friday's Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80069) on Nov. 2, 2024, listing $100,000,001 to $500 million in both assets and liabilities. Judge Stacey G Jernigan presides over the case. Holland N. O'Neil, Esq. at Foley & Lardner LLP represents the Debtor as counsel. TGI FRIDAY'S: Taps Hilco Corporate Finance as Investment Banker --------------------------------------------------------------- TGI Friday's Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Hilco Corporate Finance, LLC as their investment banker. The firm's services include: a. continuing to familiarize itself to the extent that the firm deems appropriate with the commercial, financial, operational, and legal circumstances of Debtors; b. identifying and recommending to Debtors potential buyers and capital sources in connection with a Sale Transaction; c. with Debtors' assistance and to the extent needed, creating written materials (e.g., a "teaser," confidential information memorandum, management presentation, and form of non-disclosure agreement) to be used in presenting the Sale Transaction opportunity to prospective buyers and capital sources; d. soliciting and reviewing proposals and making recommendations and advising Debtors in negotiating proposals concerning a Sale Transaction; e. assisting Debtors in responding to the due diligence review of interested parties with respect to a Sale Transaction, including by managing a Virtual Data Room (VDR), and assisting Debtors in organizing, populating, and maintaining the VDR; f. assisting Debtors in soliciting, evaluating, and negotiating Sale Transaction proposals; g. assisting Debtors and its other professional advisors in negotiating definitive documentation concerning a Sale Transaction and otherwise assisting in the process of closing a Sales Transaction; and h. as necessary, to the extent a Sale Transaction is consummated, services may also include: i. assisting with the preparation of Court motions related to a Sale Transaction; ii. consulting with other retained parties, lenders, creditors' committee, and other parties-in-interest; iii. participating in Court hearings and providing testimony in connection with a Sale Transaction; and iv. performing such other tasks as appropriate and as may reasonably be requested by the Debtors' management or counsel. The firm will receive compensation as follows: a. The Debtors shall pay Hilco $35,000 for the services provided in evaluation and prepare the Debtors for a Transaction during the first 30 days of the engagement, which shall be fully earned upon payment and non-refundable. Thereafter, the Debtors shall pay Hilco a monthly fee of $35,000 for the Services it provides in the month in which such payment is made. All such Monthly Fees shall be fully earned upon payment and non-refundable; and b. The Debtors shall pay Hilco a fee (Sale Transaction Fee) upon the closing date with respect to, and as a condition to the closing of, the Transaction, which the Sale Transaction Fee shall be paid directly out of the gross proceeds of the Transaction, in an amount equal to the greater of: (1) $550,000; or (2)(A) 2 percent of the Transaction Value5 up to $40,000,000, plus (B) 4 percent of the Transaction Value exceeding $40,000,000; or c. Upon closing of a Restructuring Transaction, Debtors shall pay Hilco a fee (Restructuring Fee) equal to $550,000. d. In the event that both a Sale Transaction Fee and a Restructuring Fee are due, Hilco shall only be entitled to the higher of such fees. Richard Klein, a senior managing director of Hilco Corporate Finance, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Klein Hilco Corporate Finance, LLC 1500 Broadway, 26th Floor New York, NY 10036 Email: rklein@hilcocf.com About TGI Friday's Inc. TGI Friday's Inc., doing business as Wow Bao, operates a chain of restaurants. The Company provides appetizers, sizzlings, seafood, salads, sandwiches, entres, desserts, and non-alcoholic and alcoholic beverages. Wow Bao serves customers in the United States. TGI Friday's Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-80069) on Nov. 2, 2024, listing $100,000,001 to $500 million in both assets and liabilities. Judge Stacey G Jernigan presides over the case. Holland N. O'Neil, Esq. at Foley & Lardner LLP represents the Debtor as counsel. THOMAS ROOFING: Gets Interim OK to Use Cash Collateral ------------------------------------------------------ Thomas Roofing & Repair, Inc. received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to use the cash collateral of its senior secured creditor, the U.S. Small Business Administration, until Dec. 11. The company requires the use of SBA's cash collateral to pay its expenses current necessary expenses as outlined in its projected budget, including professional fees and monthly lease payments. Secured creditors were granted a post-petition lien on the cash collateral, with the same validity and priority as their pre-bankruptcy lien. As adequate protection, the company proposed to grant a replacement lien to SBA and, if necessary, to CHTD Company and First Corporate Solutions, which may assert a lien on or security interest in the company's cash collateral. About Thomas Roofing & Repair Thomas Roofing & Repair, Inc. provides roofing replacement and repair services for commercial and residential properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05788) on October 26, 2024, with $466,403 in assets and $2,428,473 in liabilities. Matthew Thomas, company owner, signed the petition. Judge Tiffany P. Geyer oversees the case. L. Todd Budgen, Esq., at Budgen Law, represents the Debtor as bankruptcy counsel. TJC SPARTECH: $345MM Bank Debt Trades at 27% Discount ----------------------------------------------------- Participations in a syndicated loan under which TJC Spartech Acquisition Corp is a borrower were trading in the secondary market around 72.6 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $345 million Term loan facility is scheduled to mature on May 8, 2028. The amount is fully drawn and outstanding. Headquartered in Maryland Heights, MO, Spartech converts base polymers or resins into extruded plastic sheet, rollstock, thermoformed packaging, specialty film laminates, and cast acrylic. Revenue for the last 12 months ended September 30, 2023 was $416 million. Spartech was carved out of chemical producer, Polyone, and is a portfolio company of The Jordan Company, L.P. TREASURES AND GEMS: Property Sale Proceeds to Fund Plan ------------------------------------------------------- Treasures and Gems, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for the Plan of Liquidation dated November 7, 2024. On February 24, 1989, Mollie Crane and Rhoda Crane transferred the improved real property located at 1739 Second Avenue, a/k/a 250 East 90th Street, New York (the "Real Property") to the Debtor. The Real Property consists of four commercial units on the first floor and eight residential units on floors two through five (two units on each floor, each designated as either "N" or "S"). In concert with approval of the Kenden Stipulation, the Debtor obtained approval of Bidding Procedures in order to conduct the Auction. Pursuant to the Bidding Procedures, if Qualified Bids (Bids that equal at least $3,700,000 and otherwise satisfy the Bidding Procedures) are submitted by December 16, 2024, there will be an Auction on December 17, 2024. The Plan is a liquidating plan. All or substantially all of the Debtor's operating assets shall be sold by the Debtor under the Plan. The Debtor will dispose of any remaining Assets pursuant to the terms of the Plan until all assets are fully liquidated or abandoned. The Debtor will, at an appropriate time following the liquidation or abandonment of some or all of the remaining assets vested with the Debtor and payment of all expenses incurred by the Debtor in the administration of the estate, distribute the net proceeds from such liquidation to the holders of Allowed Claims in order of the priorities set forth in the Plan. The Plan further provides for the termination of all Equity Interests in the Debtor both upon the effective date. Class 3 consists of Allowed General Unsecured Claims. Unless otherwise agreed by a Holder of a Class 3 Claim, each holder of a Class 3 Claim shall be entitled to receive its pro rata share in cash from the Debtor as provided by this Plan, provided that the Class 1 Kenden Claim is satisfied, plus 8% interest per annum, consistent with the Kenden Stipulation, the Class 2 Claim is satisfied, the face amount of all Administrative Expense Claims, Priority Tax Claims, and U.S. Trustee Fees entitled to greater priority than an Allowed Class 3 Claim have been paid in full on the effective date or either to the extent not paid in full, funds sufficient to satisfy the face amount have been placed in a segregated reserve, or the Holder of each Administrative Expense Claim or a Priority Tax Claim has agreed to waive their right to a distribution. The allowed unsecured claims total $1,000,000. Class 3 Claims are impaired. The Plan seeks confirmation of the Sale of the Real Property, consistent with the Kenden Stipulation, Bid Procedures and Auction. On or soon after the effective date, the Debtor shall wind-down the Debtor's affairs and perform the obligations and duties specified in the Plan. A full-text copy of the Disclosure Statement dated November 7, 2024 is available at https://urlcurt.com/u?l=j0Jo07 from PacerMonitor.com at no charge. The Debtor's Counsel: Eric J. Snyder, Esdq. WILK AUSLANDER LLP 825 Eight Avenue, Suite 2900 New York, NY 10019 Tel: 212-981-2300 E-mail: esnyder@wilkauslander.com About Treasures and Gems Ltd. Treasures and Gems owns a 5-story, mixed use rent stabilized building consisting of 12 rental units (8 residential and 4 retail) valued at $8.8 million. Treasures and Gems, Ltd. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10570) on April 2, 2024, listing $9,700,000 in assets and $4,479,735 in liabilities. The petition was signed by David M. Repetto as president. Eric J. Snyder, at WILK AUSLANDER LLP, is the Debtor's counsel. TRUCK & TRAILER: Court Extends Use of Cash Collateral Until Jan. 10 ------------------------------------------------------------------- Pigeon Freight Services, Inc., an affiliate of Truck & Trailer Leasing Avenue, LLC, obtained a court order extending the use of cash collateral until Jan. 10 next year. The company requires the use of cash collateral to pay operating expenses set forth in its 30-day budget. The budget shows total projected expenses of $1.963 million. The court's previous cash collateral order entered on June 11 remains in effect. A status hearing will be held on Jan. 7 before Judge Donald Cassling. About Truck & Trailer Leasing Avenue Truck & Trailer Leasing Avenue, LLC was formed as an Illinois limited liability company. Truck & Trailer sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 24-04137) on March 21, 2024. On June 5, 2024, Pigeon Freight Services, Inc., an affiliate of Truck & Trailer, filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 24-08322). The cases are jointly administered under Case No. 24-04137. At the time of the filing, Truck & Trailer reported $10 million to $50 million in both assets and liabilities while Pigeon Freight Services reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Donald R. Cassling oversees the cases. David P. Lloyd, Ltd. serves as the Debtors' legal counsel. TURNKEY SOLUTIONS: Taps Cantrell & Cantrell as Special Counsel -------------------------------------------------------------- Turnkey Solutions Group Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Cantrell & Cantrell, PLLC as special counsel. The Debtor needs the firm's legal assistance in connection with claim filed by the Department of Treasury - Internal Revenue Service. The firm's hourly rates are: Attorneys $360 to $475 per hour Paralegals $95 to $125 per hour Cantrell & Cantrell will also be reimbursed for out-of-pocket expenses incurred. Derek Matta, Esq., a partner at Cantrell & Cantrell, 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: Derek Matta, Esq. Cantrell & Cantrell, PLLC 3700 Buffalo Speedway Suite 1000 Houston, TX 77098 Tel: (713) 333-0555 About Turnkey Solutions Group Turnkey Solutions Group Inc. is a provider of diverse services including civil engineering, mechanical solutions, structural erection, and coating. Turnkey Solutions Group Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-33716) on August 12, 2024. In the petition filed by David Dominguez, CEO, the Debtor disclosed total assets of $2,955,819 and total liabilities of $5,413,935. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Vicky M. Fealy, Esq., at The Fealy Law Firm, PC as counsel and Ranjit Makhija, CPA, at Makhija CPA, LLC as accountant. ULTRACUTS OF AMERICA: Gets Interim OK to Use Cash Collateral ------------------------------------------------------------ UltraCuts of America, Inc. received first interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division to use its secured creditors' cash collateral. The first interim order approved the use of cash collateral of the U.S. Small Business Administration, Can Capital, Kalamata Capital Group, and Fox Funding, LLC to pay the company's monthly expenses set forth in its budget, including payments to the Subchapter V trustee and essential operational costs. The budget shows total expenses of $59,926 for September, $57,226 for October, $61,951 for November, $61,951 for December, $57,226 for January 2025, and $59,666 for February 2025. As protection, secured creditors were granted a replacement lien on the cash collateral. About Ultracuts of America Ultracuts of America, Inc. is a salon services provider based in Tampa, Fla. Ultracuts sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05468) on Sept. 13, 2024, with $100,001 to $500,000 in both assets and liabilities. Ultracuts President Eric Young signed the petition. Judge Roberta A. Colton presides over the case. Buddy D. Ford, Esq., represents the Debtor as legal counsel. URBAN CHESTNUT: Hearing on Cash Collateral Continued to Jan. 15 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division is set to hold a hearing on Jan. 15 on Urban Chestnut Brewing Company, Inc.'s motion for continued use of cash collateral. The court previously issued an interim order allowing the company to use up to $500,000 in cash collateral through Dec. 6 for payment of post-petition expenses. Midland States Bank and the U.S. Small Business Administration assert interest in the cash collateral. As adequate protection, both creditors were granted a post-petition replacement lien in Urban's post-petition assets to the same extent and with the same validity and priority as their pre-bankruptcy lien. As of the petition date, Midland States Bank is owed approximately $3.6 million while the SBA is owed approximately $2.16 million. About Urban Chestnut Brewing Company Urban Chestnut Brewing Co. is a brewer of craft beer in Saint Louis, Mo., which specializes in German beer and lagers with a variety of beer styles from IPAs to weissbiers. Urban Chestnut Brewing sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-43233} on Sept. 6, 2024, with $1 million to $10 million in both assets and liabilities. David M. Wolfe, president of Urban Chestnut Brewing, signed the petition. Judge Brian C. Walsh oversees the case. The Debtor is represented by Spencer Desai, Esq., at The Desai Law Firm. US ANESTHESIA: $350MM Bank Debt Trades at 16% Discount ------------------------------------------------------ Participations in a syndicated loan under which US Anesthesia Partners Inc is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $350 million Term loan facility is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. USAP is a provider of anesthesia care across the nation, partnering with physician groups, surgeons, facilities, payers and employers. VROOM INC: Gets Court Initial OK for Stock Transfer Protocol ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas entered an interim order establishing procedures with respect to transfers of, and claims of worthless stock deductions by a majority stockholder with respect to, its beneficial ownership of common stock issued by Vroom Inc., including options to acquire beneficial ownership of such common stock. In certain circumstances, the procedures restrict (i) transactions involving, and require notices of the holdings of and proposed transactions by, any person, group or person, or entity that is or, as a result of such a transaction, would become a substantial stockholder of common stock and (ii) claims by any majority stockholder of a worthless deduction under section 165 of the Internal Revenue Code of 1986, as amended, with respect to its beneficial ownership of the Common Stock. Any prohibited acquisition of other transfer of, or claim or a worthless stock deduction with respect to, beneficial ownership of common stock will be null and void ab initio and may lead to contempt, compensatory damages, punitive damages, or sanctions being imposed by the Bankruptcy Court. The procedures are available on the case website and on the docket of the Chapter 11 case, No. 24-90571, which can be accessed via PACER at https://www.pacer.gov/ The final hearing on the Debtor's motion will be held on Dec. 18, 2024, at 3:00 p.m. (Prevailing Central Time), and any objections or responses to the motion will be in writing, filed with the Court, and served upon (i) Porter Hedges LLP, 1000 Main St., 36th Floor, Houston, Texas 77002 (Attn: John F. Higgins, jhiggins@porterhedges.com; Eric M. English, EEnglish@porterhedges.com; and M. Shane Johnson, SJohnson@porterhedges.com; and (ii) the office of the United States Trustee for the Southern District of Texas; in each case so as to be received no later than 4:00 p.m. (Prevailing Central Time) on Dec. 11, 2024. About Vroom Inc. Vroom, Inc. (NASDAQ: VRM) is a parent company of United Auto Credit Corporation and CarStory. Previously, it was a used car retailer and e-commerce company that let consumers buy, sell, and finance cars online. Vroom ceased e-commerce automotive sales operations on Jan. 22, 2024. Vroom Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90571) on Nov. 13, 2024. In the petition filed by CEO Thomas Shortt, the Debtor reported total assets of $43,807,067 and total debt of $304,615,138 as of Sept. 30, 2024. Honorable Bankruptcy Judge Christopher M. Lopez oversees the case. John F. Higgins, Esq., at Porter Hedges LLP, in Houston, Texas, serves as the Debtor's bankruptcy counsel. Latham Watkins LLP serves as the debtor's corporate, finance, tax, and securities counsel. Stout Risius Ross, LLC, serves as the Debtor's financial advisor. Deloitte Touche Tohmatsu Limited serves as the Debtor's tax consultant. The Overture Group, LLC, serves as the debtor's compensation consultant. Verita Global is the debtor's noticing and solicitation agent. WALSAM 316: Property Sale Proceeds to Fund Plan Payments -------------------------------------------------------- Walsam 316, LLC and its affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Disclosure Statement describing Joint Chapter 11 Plan dated November 6, 2024. In July 2015, the Debtors purchased as tenants in common, the adjoining properties at 316 Bowery, New York New York (the "316 Bowery") and 4-6 Bleecker Street, New York, New York ("4-6 Bleecker," with 316 Bowery, the "Properties"). The seller was 316 Bowery Realty Corp. ("Prior Owner"). On April 15, 2012, years before the Debtors' purchase, the Prior Owner had entered into a long-term master lease ("Master Lease") under which 4-6 Bleecker Street LLC ("Master Lease Tenant") is the net lessee and the landlord of the nine residential apartments on the 2nd through 4th floor of 4-6 Bleecker. The Debtors acquired the Properties with the understanding that the 4-6 Bleecker property would be converted to a condominium after which the Debtors would own the commercial space and the Master Lease Tenant would own the residential space. The Debtors engaged a broker, therefore, to sell 316 Bowery. On or about April 15, 2024, before filing these cases, the Debtors sold the 316 Bowery Property for $3,200,000, and used the net sale proceeds to pay down the Note, leaving $3,138,630 due. Lawland Bleecker LLC ("Mortgagee"), an entity formed by the guarantors then purchased the Note and is now the 4-6 Bleecker mortgagee. After the sale, however, the Mortgage remained in default and the Debtors claimed to have no means to satisfy any part of the loan absent a sale 4-6 Bleecker. The Debtors decided to liquidate to avoid further losses. The Mortgagee, who would likely be the primary beneficiary of increased value through further litigation, agreed. The Debtors, therefore, filed these cases, together with a motion to reject the Master Lease and a motion to sell the 4-6 Bleecker Property (subject any Master Lease Tenant's post-rejection rights). Before the auction commenced, the Debtors and the Master Lease Tenant agreed to settle all of their claims and voluntarily terminate the Master Lease so the property could be sold free and clear of the Master Lease, subject to Bankruptcy Court Approval and a written and fully executed Settlement Agreement. In exchange, the Mortgagee agreed that the Master Lease Tenant would be entitled to 80% of the net sale proceeds. The Settlement Agreement was the result of hours of intense negotiations among the Parties. The result of these negotiations is a comprehensive settlement of years of disputes that triggered the Debtors' Chapter 11 filings. Each of the Parties was represented by skilled and experienced practitioners during the negotiations to get to the Settlement Agreement, which further supports approval of the Settlement. If the Settlement Agreement is not approved, these same skilled attorneys will zealously represent their clients to pursue any and all claims and causes of action. As a result, this Iridium factor weighs in favor of approving the Settlement embodied in the Settlement Agreement. The releases embodied in the Settlement Agreement are appropriate and an integral part of the comprehensive resolution of the claims. Such releases add finality and are being given in exchange for substantial value. Accordingly, this Iridium factor supports Court approval of the Settlement. In summary, the Settlement is the keystone of both the sale and the Plan and accordingly, this Iridium factor supports Court approval under the Plan. The winning bid was $2,325,000. Once the sale is approved by the Bankruptcy Court, the Debtors may liquidate under the Plan to wind up the Debtors' business. Class 5 consists of General Unsecured Claims. Filed and scheduled Claims total $44,067,287. The Class 3 Claimant has agreed to waive distribution under the Plan as a Class 5 Claimant. Each holder of a Class 5 Claim shall be paid its pro-rata share of (a) a $25,000 distribution fund from the sale of the Property and (b) the surplus proceeds, if any, of Causes of Action and the Net Sale Proceeds after payment of United States Trustee fees, Administrative Claims, Priority Claims and Class 1, 2, 3 and 4 Claims. The Debtors project a nominal distribution to Class 5 Creditors. This Class is impaired. Payments under the Plan will be paid from the sale of the Property and the proceeds, if any, of Causes of Action. The Debtors are negotiating a settlement of their Causes of Action against Rosesnberg & Estis and the recovery to the estate, if any, will be disbursed to holders of Class 5 Claims after payment of other Plan obligations. A full-text copy of the Joint Disclosure Statement dated November 6, 2024 is available at https://urlcurt.com/u?l=Y1EF23 from PacerMonitor.com at no charge. Counsel to the Debtors: Mark Frankel, Esq. Backenroth Frankel & Krinsky, LLP 488 Madison Avenue, Floor 23 New York, NY 10022 Tel: (212) 593-1100 About Walsam 316 Walsam 316 LLC and its affiliates filed their voluntary petitions for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-11231) on July 15, 2024, listing $500,000 to $1 million in assets and $10 million to $50 million in liabilities. Ephraim I. Diamond, chief restructuring officer, signed the petitions. Judge Michael E. Wiles oversees the cases. Backenroth Frankel & Krinsky, LLP serves as the Debtors' legal counsel. WESTCLIFF INVESTORS: Has Deal on Cash Collateral Access ------------------------------------------------------- Westcliff Investors, LLC, and Beitler Texas Enterprises, LLC, and their lender, Jasper Lake Ventures Two LLC, have advised the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, that they have reached an agreement regarding the Debtors' use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agree that Westcliff may continue using cash collateral through January 30, 2025 in accordance with the first and second interim orders. The parties also agree that all deadlines for briefing and discovery are extended to January 31, 2025 and the litigation in the New York Action is stayed until January 30, 2025. If the lender is paid in full by January 30, 2025, the New York Action will be dismissed. If the lender is not paid in full, the litigation stay will be lifted, and the lender can pursue foreclosure and other remedies against the debtor. A copy of the stipulation is available at https://urlcurt.com/u?l=MflKNI from PacerMonitor.com. About Westcliff Investors Westcliff Investors, LLC owns and operates the Vineyard Court Designer Suites Hotel located at 1500 George Bush Drive, East College Station, Texas. Westcliff Investors and its affiliate, Beitler Texas Enterprises, LLC, filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 24-15224) on July 1, 2024, disclosing $1 million to $10 million in both assets and liabilities. Logan A. Beitler, manager, signed the petitions. Judge Julia W. Brand oversees the cases. The Debtors are represented by Gary E. Klausner, Esq., at Levene, Neale, Bender, Yoo & Golubchik, L.L.P. WHEEL PROS: Davis Polk Served as Adviser of SVP in Chapter 11 ------------------------------------------------------------- Davis Polk advised Strategic Value Partners, LLC (SVP) and certain of its managed funds in connection with the restructuring of Wheel Pros, LLC. SVP was a prepetition lender to Wheel Pros under various secured debt facilities. Through Wheel Pros' chapter 11 cases, SVP acquired a majority of Wheel Pros' common equity alongside other equitizing lenders. On September 8, 2024, Wheel Pros, LLC and certain of its subsidiaries filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware. The chapter 11 cases were supported by the overwhelming majority of Wheel Pros' secured creditors and effectuated the elimination of approximately $1.2 billion of Wheel Pros' debt and the incurrence of a $500 million exit term loan facility and $175 million exit asset-based revolving loan facility. Wheel Pros received confirmation of its plan on October 15, 2024, and emerged from chapter 11 on December 2, 2024. Doing business as Hoonigan, Wheel Pros provides automotive-related entertainment content and vehicle enhancements including wheels, suspension, lighting and accessories. Wheel Pros is headquartered in Greenwood Village, Colorado, and has distribution centers in North America, Australia and Europe. The Davis Polk restructuring team included partners Damian S. Schaible and Adam L. Shpeen and associates Timothy H. Oyen, David Kratzer and Luke F. Porcari. Partners William J. Chudd and Darren M. Schweiger and counsel Heather Weigel provided corporate advice. Partner Lucy W. Farr and counsel Tracy L. Matlock provided tax advice. All members of the Davis Polk team are based in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Wheel Pros Wheel Pros, LLC (d/b/a Hoonigan) -- http://www.hoonigan.com/-- serves the automotive enthusiast industry with entertaining content and a wide selection of vehicle enhancements from its portfolio of lifestyle brands, including Fuel Off-Road, American Racing, KMC, Morimoto, TeraFlex, Rotiform, and Black Rhino. Utilizing its expanding global network of distribution centers spanning North America, Australia, and Europe, Hoonigan serves over 30,000 retailers. It has a growing e-commerce presence to provide enthusiast consumers with access to a variety of aftermarket enhancements including wheels, suspension, lighting, and accessories. Wheel Pros, LLC (d/b/a Hoonigan) and certain of its North American-based affiliates, including Hoonigan Industries, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 24-11939) on Sept. 8, 2024. Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP are serving as legal counsel, Houlihan Lokey, Inc., is serving as investment banker, Alvarez & Marsal is serving as financial advisor, and C Street Advisory Group is serving as strategic communications advisor to the Company. Stretto is the claims agent. WHITE VIOLET: Court Approves Cash Collateral Use Until Dec. 12 -------------------------------------------------------------- White Violet Property, LLC received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts authority to use cash collateral until Dec. 12. The company was ordered to file a reconciled budget, showing actual versus projected income and expenses for the period ending Nov. 30, 2024, monthly beginning and ending bank balances, projected budget for December 2024, January 2025, and February 2025. The next hearing is scheduled for Dec. 12, at 11:30 a.m., in Worcester, Courtroom 3. About White Violet Property White Violet Property, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-30554) on Oct. 10, 2024. In the petition filed by Paul D. Quinn, as manager, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Judge Elizabeth D. Katz oversees the case. The Debtor is represented by William J. Amann, Esq., at Amann Burnett, PLLC. WOOF HOLDINGS: $138.5MM Bank Debt Trades at 34% Discount -------------------------------------------------------- Participations in a syndicated loan under which Woof Holdings Inc is a borrower were trading in the secondary market around 66.3 cents-on-the-dollar during the week ended Friday, December 6, 2024, according to Bloomberg's Evaluated Pricing service data. The $138.5 million Term loan facility is scheduled to mature on December 21, 2027. The amount is fully drawn and outstanding. Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc., through its acquisition of The Wellness Pet Food Holdings Company, Inc., is a manufacturer of premium pet food and treats, mainly in North America. YESENIA GARCIA: Gets Final OK to Use Cash Collateral ---------------------------------------------------- Yesenia Garcia DMD, PLLC received final approval from the U.S. Bankruptcy Court for the Southern District of Texas to use cash collateral to pay its operating expenses. T Bank, N.A., Yesenia's secured lender, initially objected to the use of its cash collateral but later withdrew the objection in exchange for protections. Yesenia has agreed to allow T Bank's representatives to inspect its business locations, property, and records at mutually agreed times. Yesenia will seek court approval to hire a certified public accountant to help prepare monthly reports and comparison budgets, as well as any other required financial reports under the Bankruptcy Code. About Yesenia Garcia DMD Yesenia Garcia DMD, PLLC operates as a dental practice, providing dental care and services to its clients. Yesenia Garcia filed Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 24-33537) on Aug. 1, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Larry A. Vick, Esq. YIELD10 BIOSCIENCE: Seeks Chapter 11 Bankruptcy ----------------------------------------------- Dorothy Ma of Bloomberg Law reports that Yield10 Bioscience filed for Chapter 11 bankruptcy in Delaware on Friday, according to court records. The company reported assets and liabilities in the range of $1 million to $10 million. In a filing from November, Yield10 mentioned that its stockholders did not approve a plan to liquidate and dissolve the company after completing an asset sale. The case is Yield10 Bioscience, Inc., 24-12752, in the U.S. Bankruptcy Court for the District of Delaware. About Yield10 Bioscience Yield10 Bioscience develops Camelina varieties for seed products, including feedstock oils, nutritional oils, and PHA bioplastics, as outlined on its website. Yield10 Biosciences sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-12752)on December 6, 2024. In the petition filed by Oliver P. Peoples, as authorized person, the Debtor reports total assets of $8,218,085 and total debts of $5,771,189. Honorable Bankruptcy Judge Mary F. Walrath oversees the case. The Debtor is represented by: Frederick B. Rosner, Esq. THE ROSNER LAW GROUP LLC 824 N. Market Street, Suite 810 Wilmington, DE 19801 Tel: (302) 777-1111 E-mail: rosner@teamrosner.com ZODIAC PURCHASER: S&P Assigns 'B' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Zodiac Purchaser LLC (the borrower and holding company of Zodiac Inc.). At the same time, S&P assigned its 'B' issue-level ratings to the proposed revolving credit facility and term loan B (TLB). The recovery rating is '3'. In October 2024, Zuora Inc., a global billings management software-as-a-service (SaaS) company, announced it has entered into a definitive agreement to be acquired by Silver Lake and an affiliate of GIC Pte. Ltd in a transaction valued at $1.7 billion. Following close, the company will conduct business as Zodiac Inc. The company is raising a new $100 million revolving credit facility and $850 million TLB. The raised debt, together with the new equity investment, will be used to purchase outstanding publicly traded shares of the company and pay down existing debt. The stable outlook on the company is based on S&P's expectation that it will continue to experience 4%-7% revenue growth and expand EBITDA from business growth and cost-savings initiatives implemented post-close. The outlook also reflects its expectation for leverage (inclusive of RSU payments) to be elevated at about 11x in fiscal 2026, before improving to about 6.6x in fiscal 2027, and FOCF to debt to be slightly negative in fiscal 2026 before strengthening to 8.3% in the following year. The 'B' issuer credit rating reflects Zodiac's good market positioning and business stability. Zodiac benefits from a comprehensive product portfolio spanning billings, revenue recognition, and payments, and a high recurring subscription base that is underpinned by medium-term contracts (typically ranging between one to five years) with mid-market and larger enterprise clients. S&P said, "We believe the company's complementary product offerings and platform integration provide good cross-sell opportunities and improved growth prospects as it further penetrates the existing client base over time. We expect the company's high client retention and favorable industry trends in new revenue models (like SaaS) to support healthy growth of 5%-6% in annual recurring revenues (ARR, about 10% in fiscal 2024) and reported revenues over the next one to two years." In recent years, the company's revenue mix has shifted toward subscription as system integrator partnerships reduce its reliance on professional services. Subscription revenues expanded approximately 15 percentage points to about 90% of total revenues from about 75% in fiscal 2020. S&P said, "We view this gradual change in mix favorably because a greater proportion of subscription-based revenues is more accretive to margins and subscriptions-based business provides a recurring and more predictable revenue stream. At the same time, we note that the nature of the business is highly sticky and presents high switching costs to customers, therefore supporting customer retention above 90%." S&P said, "We believe the company maintains strong client relationships with mid-market and enterprises. We view this customer demographic positively because larger, more established customers confer faster growing and greater client spend with Zodiac." While no customer accounts for more than 10% of revenues, there is some end-market concentration risk, particularly because roughly 50% of the company's revenues come from SaaS and technology customers. The higher exposure to the technology industry could hinder Zodiac at times, if (for example) there is an industry-specific slowdown or more cautious IT spending environment that causes lower product usage. Zodiac operates in a highly fragmented and competitive industry and lacks business scale relative to customer relationship management (CRM) and enterprise resource planning (ERP) peers. While this market landscape can provide for additional business growth opportunities through consolidation, it also presents greater competition, particularly related to new customer acquisition. S&P said, "We note there are several companies that operate in this particular space, and we believe this fragmented market dynamic will likely lead to a stronger competitive environment that requires ongoing research and development investments. Additionally, while we believe Zodiac's business focus and breadth of complementary offerings support competitive advantages it faces competition from large established CRM and ERP vendors like Oracle Corp. and Salesforce Inc. that are difficult to displace." Zodiac has a short track history generating positive earnings and FOCF. The company has generated negative generally accepted accounting principles (GAAP) earnings historically considering elevated business investments to support faster revenue growth. Its S&P Global Ratings-adjusted EBITDA margin, which comprises mainly stock-based compensation, was about 14% as of Oct. 31, 2023. While its EBITDA margin is currently below the software industry peers like Conga (B/Stable) at about 28%, S&P expects business growth to support operating leverage and good expense management to expand EBITDA over the next 12-24 months. S&P said, "We expect the realization of cost-savings to contribute to further EBITDA margin improvement such that its S&P Global Ratings-adjusted EBITDA margin is about 30% in fiscal 2026 (before the impact of one-time RSU payments). The company implemented an 8% workforce reduction that we expect will expand EBITDA margin about 800 basis points in in fiscal 2025. Additionally, following the take-private acquisition, we expect the company to pursue additional cost savings and benefit from the elimination of some public-company overhead costs. "While we expect EBITDA expansion to help the company achieve positive FOCF in fiscal 2025, nonrecurring cash outflows related to RSU payments and cost-savings implementation costs post-transaction close, the company will incur a modest FOCF deficit in fiscal 2026. However, we do not view this to be indicative of the company's cash flow profile longer-term and expect this to be temporary. We expect FOCF to debt will improve to 8.3% in fiscal 2027 as these RSU payments roll off. "The new debt issuance and impact from one-time expenses (i.e., RSU payments) will result in elevated leverage levels in fiscals 2025 and 2026; however, we expect meaningful deleveraging as nonrecurring items roll off. We expect credit metrics in fiscals 2025 and 2026 will be burdened by some one-time cash flow items. As a result, Zodiac's S&P Global Ratings-adjusted leverage in these years will be elevated at about 11x (including RSU expensing when paid) before improving to the about 6.6x in fiscal 2027, which is within our expectations at the current rating level. At the same time, however, we note the company's new financial-sponsor ownership presents some risk for a more aggressive financial policy, particularly around appetite for additional debt raises to finance bolt-on acquisitions. We will continue to monitor the company's performance as the one-time expenses roll off and its ability to execute on operating efficiency and free cash flow goals. "The stable outlook on Zodiac is based on our expectation that it will continue to experience 4%-7% revenue growth and expand EBITDA from business growth and cost-savings initiatives implemented post-close. The outlook also reflects our expectation for leverage (inclusive of RSU payments) to be elevated at about 11x in fiscal 2026, before improving to around 6.6x in fiscal 2027, and FOCF to debt to be slightly negative in fiscal 2026 before strengthening to 8.3% in the following year." S&P could lower the rating if: -- Profitability and free cash flow generation do not improve as S&P expects in its base-case forecast such that FOCF to debt remains below 5% and liquidity weakens; or -- Debt to EBITDA fails to decrease below 7x and FOCF to debt remains below 5% as the company's RSU settlements abate over the next two years; or -- Its owners adopt a more aggressive financial policy, including debt-funded acquisitions that lead to metrics of same level. An upgrade is unlikely given Zodiac's financial-sponsor ownership. S&P could consider an upgrade over time if: -- The company performs in line with our expectations such that it delivers on sustainable revenue growth and EBITDA margin expansion of above 30% as it execute on cost savings initiatives and business strategies; -- FOCF growth continues such that FOCF to debt is well above 10% on a sustained basis; and -- Its owners commit to a financial policy that supports S&P Global Ratings-adjusted leverage below 5x while achieving its capital allocation goals. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- AEMETIS INC AMTX US 247.4 (258.9) (97.3) ALPHA COGNITION ACOG CN 6.8 (3.9) 2.0 ALPHAVEST ACQUIS ATMVU US 53.1 (1.3) (1.3) ALTRIA GROUP INC MO US 34,167.0 (3,418.0) (4,497.0) AMC ENTERTAINMEN AMC US 8,324.1 (1,685.3) (789.8) AMERICAN AIRLINE AAL US 63,528.0 (4,854.0) (11,076.0) AMNEAL PHARM INC AMRX US 3,461.0 (33.7) 418.1 APPIAN CORP-A APPN US 549.9 (49.8) 62.0 AQUESTIVE THERAP AQST US 110.0 (45.4) 81.4 AUTOZONE INC AZO US 17,176.5 (4,749.6) (1,407.5) AVEANNA HEALTHCA AVAH US 1,644.2 (156.4) (24.7) AVIS BUDGET GROU CAR US 32,749.0 (229.0) (1,007.0) BATH & BODY WORK BBWI US 4,984.0 (1,748.0) 145.0 BAUSCH HEALTH CO BHC CN 26,540.0 (242.0) 845.0 BAUSCH HEALTH CO BHC US 26,540.0 (242.0) 845.0 BELLRING BRANDS BRBR US 837.0 (205.9) 389.0 BEYOND MEAT INC BYND US 692.9 (611.9) 210.8 BIGBEAR.AI HOLDI BBAI US 354.1 98.4 53.6 BIOAGE LABS INC BIOA US 337.4 313.7 317.4 BIOCRYST PHARM BCRX US 491.3 (468.6) 295.2 BIOTE CORP-A BTMD US 101.3 (126.8) 23.5 BLEICHROEDER ACQ BACQU US 0.1 (0.0) (0.0) BLEICHROEDER ACQ BACQ US 0.1 (0.0) (0.0) BOEING CO/THE BA US 137,695.0 (23,562.0) 12,136.0 BOMBARDIER INC-A BDRAF US 12,670.0 (1,996.0) 328.0 BOMBARDIER INC-A BBD/A CN 12,670.0 (1,996.0) 328.0 BOMBARDIER INC-B BDRBF US 12,670.0 (1,996.0) 328.0 BOMBARDIER INC-B BBD/B CN 12,670.0 (1,996.0) 328.0 BOOKING HOLDINGS BKNG US 27,978.0 (3,653.0) 3,851.0 BOWLERO CORP - A BOWL US 3,092.4 (40.4) (104.2) BRIDGEBIO PHARMA BBIO US 665.0 (1,218.4) 305.4 BRIDGEMARQ REAL BRE CN 163.4 (68.9) (86.7) BRIGHTSPHERE INV BSIG US 555.2 (3.8) - CALUMET INC CLMT US 2,640.1 (426.6) (464.6) CANTOR PA CEP US 101.5 100.9 (0.1) CARDINAL HEALTH CAH US 43,059.0 (3,276.0) (1,773.0) CHECKPOINT THERA CKPT US 5.2 (12.6) (12.6) CHENIERE ENERGY CQP US 17,385.0 (626.0) (543.0) CHILDREN'S PLACE PLCE US 888.8 (49.6) (46.3) CHOICE HOTELS CHH US 2,544.0 (96.2) (140.2) CINEPLEX INC CGX CN 2,209.3 (39.7) (310.5) CINEPLEX INC CPXGF US 2,209.3 (39.7) (310.5) CLIPPER REALTY I CLPR US 1,287.0 (9.5) - COHEN CIRCLE ACQ CCIRU US 0.2 (0.5) (0.7) COHEN CIRCLE ACQ CCIR US 0.2 (0.5) (0.7) COMMSCOPE HOLDIN COMM US 8,810.7 (2,111.8) 973.2 COMMUNITY HEALTH CYH US 13,905.0 (1,270.0) 982.0 COMPOSECURE IN-A CMPO US 435.4 (285.0) 92.2 CONSENSUS CLOUD CCSI US 622.5 (93.2) 4.5 CONTANGO ORE INC CTGO US 158.3 (10.2) (43.0) COOPER-STANDARD CPS US 1,797.5 (163.1) 223.8 CORE SCIENTIFIC CORZ US 921.9 (729.4) 201.3 CPI CARD GROUP I PMTS US 342.3 (42.8) 123.7 CROSSAMERICA PAR CAPL US 1,130.1 (30.7) (47.1) CYTOKINETICS INC CYTK US 1,436.1 (13.9) 908.8 D-WAVE QUANTUM I QBTS US 49.6 (16.9) 9.3 DAVE INC DAVE US 272.2 (169.3) 217.3 DELEK LOGISTICS DKL US 1,960.7 (45.1) 16.4 DELL TECHN-C DELL US 81,951.0 (2,190.0) (11,465.0) DENNY'S CORP DENN US 461.6 (54.5) (53.8) DIGITALOCEAN HOL DOCN US 1,526.5 (211.7) 376.0 DINE BRANDS GLOB DIN US 1,699.5 (216.7) (55.4) DOMINO'S PIZZA DPZ US 1,775.1 (3,976.6) 361.7 DOMO INC- CL B DOMO US 190.2 (171.2) (105.7) DROPBOX INC-A DBX US 2,576.7 (546.1) (156.6) ELUTIA INC ELUT US 48.4 (40.2) (2.4) EMBECTA CORP EMBC US 1,267.5 (763.7) 410.4 EOS ENERGY ENTER EOSE US 216.8 (417.7) 74.1 ESPERION THERAPE ESPR US 314.1 (370.2) 141.7 ETSY INC ETSY US 2,442.2 (624.3) 767.7 EXCO RESOURCES EXCE US 1,032.7 (1,026.5) (421.2) FAIR ISAAC CORP FICO US 1,717.9 (962.7) 237.1 FENNEC PHARMACEU FENC US 58.9 (5.2) 50.5 FENNEC PHARMACEU FRX CN 58.9 (5.2) 50.5 FERRELLGAS PAR-B FGPRB US 1,458.7 (298.3) 132.4 FERRELLGAS-LP FGPR US 1,458.7 (298.3) 132.4 FOGHORN THERAPEU FHTX US 308.4 (28.3) 214.4 FREIGHTCAR AMERI RAIL US 245.9 (72.4) 63.3 GCM GROSVENOR-A GCMG US 575.0 (113.0) 152.8 GOAL ACQUISITION PUCKU US 4.0 (11.1) (13.4) GRINDR INC GRND US 456.3 (13.4) 29.3 GUARDANT HEALTH GH US 1,538.7 (60.1) 1,029.4 H&R BLOCK INC HRB US 2,550.0 (368.1) (184.3) HERBALIFE LTD HLF US 2,653.5 (954.2) (40.4) HILTON WORLDWIDE HLT US 16,689.0 (3,430.0) (918.0) HP INC HPQ US 39,909.0 (1,323.0) (7,927.0) HUMACYTE INC HUMA US 114.8 (63.7) 2.1 IMMUNITYBIO INC IBRX US 364.6 (744.2) 102.2 INHIBIKASE THERA IKT US 4.4 (0.5) (0.7) INSEEGO CORP INSG US 113.4 (85.1) (103.8) INSPIRED ENTERTA INSE US 388.6 (78.3) 56.1 INTUITIVE MACHIN LUNR US 224.8 (4.5) 73.0 INVIZYNE TECHNOL IZTC US 3.6 (3.6) (4.4) IRON MOUNTAIN IRM US 18,469.6 (31.9) (587.2) IRONWOOD PHARMAC IRWD US 389.5 (311.3) 129.2 JACK IN THE BOX JACK US 2,735.6 (851.8) (253.0) JUPITER NEUROSCI JUNS US 0.1 (5.4) (5.3) LAUNCH ONE ACQUI LPAAU US 234.0 (9.8) - LAUNCH ONE ACQUI LPAA US 234.0 (9.8) - LIFEMD INC LFMD US 72.6 (6.0) (10.3) LINDBLAD EXPEDIT LIND US 889.8 (122.4) (98.3) LIONS GATE ENT-B LGF/B US 7,146.8 (124.9) (2,637.3) LIONS GATE-A LGF/A US 7,146.8 (124.9) (2,637.3) LIONSGATE STUDIO LION US 5,261.4 (938.9) (2,312.9) LOWE'S COS INC LOW US 44,743.0 (13,419.0) 2,530.0 LUMINAR TECHNOLO LAZR US 403.4 (258.0) 176.2 MADISON SQUARE G MSGS US 1,373.3 (277.5) (338.9) MADISON SQUARE G MSGE US 1,610.3 (48.7) (260.8) MANNKIND CORP MNKD US 464.2 (209.9) 255.6 MARBLEGATE ACQ-A GATE US 4.2 (19.4) (0.4) MARBLEGATE ACQUI GATEU US 4.2 (19.4) (0.4) MARRIOTT INTL-A MAR US 26,209.0 (2,421.0) (4,945.0) MARTIN MIDSTREAM MMLP US 554.8 (61.3) 53.9 MATCH GROUP INC MTCH US 4,425.8 (88.5) 792.4 MBIA INC MBI US 2,230.0 (1,988.0) - MCDONALDS CORP MCD US 56,172.0 (5,177.0) (1,396.0) MCKESSON CORP MCK US 72,429.0 (2,642.0) (5,430.0) MEDIAALPHA INC-A MAX US 236.1 (59.6) 29.4 METTLER-TOLEDO MTD US 3,319.8 (154.4) 13.3 MODIVCARE INC MODV US 1,651.7 (17.0) (118.1) MSCI INC MSCI US 5,408.9 (751.0) (92.1) NATHANS FAMOUS NATH US 57.7 (21.3) 32.6 NEW ENG RLTY-LP NEN US 387.4 (65.5) - NEXT-CHEMX CORP CHMX US 3.9 (1.8) (3.8) NOVAGOLD RES NG CN 114.7 (37.8) 103.5 NOVAGOLD RES NG US 114.7 (37.8) 103.5 NOVAVAX INC NVAX US 1,712.5 (526.4) (77.3) NUTANIX INC - A NTNX US 2,181.4 (685.3) 302.9 O'REILLY AUTOMOT ORLY US 14,577.5 (1,439.1) (2,486.9) OAKTREE ACQUISIT OACCU US 0.6 (0.0) - OMEROS CORP OMER US 313.3 (154.2) 109.3 OTIS WORLDWI OTIS US 10,261.0 (4,780.0) (1,602.0) PAPA JOHN'S INTL PZZA US 860.9 (414.7) (54.7) PELOTON INTERA-A PTON US 2,157.1 (480.3) 644.9 PHATHOM PHARMACE PHAT US 387.0 (187.1) 308.5 PHILIP MORRIS IN PM US 66,892.0 (7,713.0) (2,570.0) PITNEY BOWES INC PBI US 3,647.7 (518.9) (198.4) PLANET FITNESS-A PLNT US 3,048.2 (267.1) 270.2 PORCH GROUP INC PRCH US 867.3 (77.0) (84.6) PRIORITY TECHNOL PRTHU US 1,759.7 (58.9) 37.7 PRIORITY TECHNOL PRTH US 1,759.7 (58.9) 37.7 PROS HOLDINGS IN PRO US 384.2 (75.2) 44.2 PTC THERAPEUTICS PTCT US 1,842.2 (1,054.4) 670.8 RAPID7 INC RPD US 1,574.5 (6.3) 99.0 RE/MAX HOLDINGS RMAX US 578.6 (61.8) 54.2 REALREAL INC/THE REAL US 406.3 (345.4) (14.0) REDFIN CORP RDFN US 1,151.1 (25.2) 167.3 REVANCE THERAPEU RVNC US 461.6 (163.0) 249.6 RH RH US 4,376.4 (234.7) 208.7 RIGEL PHARMACEUT RIGL US 139.4 (14.6) 52.2 RINGCENTRAL IN-A RNG US 1,818.4 (345.9) 94.2 RUBRIK INC-A RBRK US 1,268.7 (521.1) 127.1 SABRE CORP SABR US 4,693.2 (1,530.1) 22.9 SANUWAVE HEALTH SNWV US 21.8 (60.3) (71.6) SBA COMM CORP SBAC US 10,201.7 (5,125.8) (217.6) SCOTTS MIRACLE SMG US 2,871.9 (390.6) 230.1 SEAGATE TECHNOLO STX US 7,972.0 (1,300.0) 447.0 SEMTECH CORP SMTC US 1,379.0 (139.7) 322.3 SHOULDERUP TEC-A SUAC US 9.6 (3.8) (4.8) SHOULDERUP TECHN SUACU US 9.6 (3.8) (4.8) SLEEP NUMBER COR SNBR US 864.7 (448.8) (723.8) SPECTRAL CAPITAL FCCN US 0.3 (0.1) (0.2) SPIRIT AEROSYS-A SPR US 7,049.2 (1,936.5) 501.5 STARBUCKS CORP SBUX US 31,339.3 (7,441.6) (2,222.6) STARDUST POWER I SDST US 5.4 (13.3) (7.7) TORRID HOLDINGS CURV US 493.0 (189.3) (28.4) TOWNSQUARE MED-A TSQ US 565.4 (52.5) 25.3 TRANSDIGM GROUP TDG US 25,586.0 (6,283.0) 3,690.0 TRAVEL + LEISURE TNL US 6,698.0 (861.0) 658.0 TRAVERE THERAPEU TVTX US 504.4 (30.5) 134.7 TRINSEO PLC TSE US 2,882.8 (480.0) 305.5 TRISALUS LIFE SC TLSI US 27.5 (20.4) 13.9 TRIUMPH GROUP TGI US 1,511.5 (95.2) 453.7 TUCOWS INC-A TC CN 799.0 (53.1) 22.7 TUCOWS INC-A TCX US 799.0 (53.1) 22.7 UNISYS CORP UIS US 1,861.6 (187.9) 361.8 UNITED PARKS & R PRKS US 2,579.6 (455.9) (142.3) UNITI GROUP INC UNIT US 5,098.7 (2,476.3) - VERISIGN INC VRSN US 1,462.0 (1,900.6) (808.8) VOYAGER ACQ CORP VACHU US 256.9 (11.3) 0.8 VOYAGER ACQUISIT VACH US 256.9 (11.3) 0.8 WAYFAIR INC- A W US 3,414.0 (2,733.0) (357.0) WILLOW LANE ACQU WLACU US 0.1 (0.0) (0.1) WINGSTOP INC WING US 484.8 (447.5) 47.3 WINMARK CORP WINA US 52.0 (33.7) 30.0 WORKIVA INC WK US 1,302.1 (50.8) 449.5 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WYNN RESORTS LTD WYNN US 14,111.4 (1,065.5) 1,447.4 XERIS BIOPHARMA XERS US 321.1 (28.3) 71.8 XPONENTIAL FIT-A XPOF US 472.2 (123.3) 1.4 YUM! BRANDS INC YUM US 6,461.0 (7,674.0) 439.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***