/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/241213.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 13, 2024, Vol. 28, No. 347 Headlines 1001 WL: To Sell Chapter 5 Causes of Action 1440 FOODS: S&P Rates $150MM Second-Lien Term Loan 'CCC' 1440 FOODS: Term Loan Adjustment No Impact on Moody's 'B3' CFR 22ND CENTURY: Anson Funds Management, 5 Others Report 9.9% Stake 2303 AVE LLC: Case Summary & One Unsecured Creditor 358 ATLANTIC: Creditors to Get Proceeds From Liquidation 511 ALABAMA: Amends Supervalu Secured Claim Pay Details 700 TRUST: U.S. Trustee Unable to Appoint Committee ACCELERATE DIAGNOSTICS: Armistice, Steven Boyd Hold 9.93% Stake ACCESS INFORMATION: Moody's Assigns 'B3' CFR, Outlook Stable ADVANCED CARE: Seeks to Extend Plan Exclusivity to Jan. 16, 2025 ADVANCED URGENT: Seeks to Extend Plan Exclusivity to March 6, 2025 ADVENT TECHNOLOGIES: Delays Form 10-Q for Period Ended Sept. 30 ADVENT TECHNOLOGIES: Faces Nasdaq Non-Compliance Over Delayed 10-Q AIRNET TECH: Regains Compliance With Nasdaq MVPHS Requirement AKOUSTIS TECHNOLOGIES: Reports $6.4 Million Net Loss in Q1 2025 ALTICE USA: D. E. Shaw & Co. Holds 4.1% Equity Stake AMERICAN PAVING: Unsecureds to Get Share of Income for 5 Years AMERICAN RESOURCES: AIC Completes Reverse Stock Split AMERICANAS SA: Shareholders Authorize Lawsuit Against Former Execs AN SM 1925 BROADWAY: Files Chapter 11 Bankruptcy ANALABS INC: Files Chapter 11 Bankruptcy in West Virginia ANGI GROUP: Moody's Affirms 'B2' CFR & Alters Outlook to Stable ANSER CHARTER: Moody's Cuts Rating on 2021A/B Revenue Bonds to Ba3 APPLIED DNA: Anson Funds Management, Affiliates Report 9.9% Stake APPLIED ENERGETICS: Reports $2.37 Million Net Loss in Fiscal Q3 APPTECH PAYMENTS: Reports $2.03 Million Net Loss in Fiscal Q3 AQUA METALS: Reports $5.2 Million Net Loss in Fiscal Q3 ARAMARK SERVICES: Moody's Ups CFR to Ba2 & Alters Outlook to Stable ARENA GROUP: Posts $4 Million Net Income in Fiscal Q3 ASHFORD HOSPITALITY: CastleKnight, 5 Others Hold 9.2% Stake ASPIRA WOMEN'S: Armistice, Steven Boyd Hold 7.76% Equity Stake BED BATH & BEYOND: Settles 401(k) Plan Fee Dispute BELFOR HOLDINGS: Moody's Lowers CFR & Senior Secured Debt to B2 BERGIO INTERNATIONAL: Swings to $1.8-Mil. Net Income in Fiscal Q3 BETTER CHOICE: Reports $1.5 Million Net Income in Fiscal Q3 BIOLARGO INC: Reports $1.1 Million Net Loss in Fiscal Q3 BIOMERICA INC: Granahan Investment Management Holds 3.14% Stake BIOREGENX INC: Lowers Net Loss to $394,860 in Fiscal Q3 BIOSIG TECHNOLOGIES: Armistice, Steven Boyd Hold 4.99% Equity Stake BIOSIG TECHNOLOGIES: Posts $1.9 Million Net Loss in Fiscal Q3 BIOSIG TECHNOLOGIES: Registers Up to $75MM in Securities Offering BIOTRICITY INC: Posts $1.65 Million Net Loss in Second Quarter BIOXCEL THERAPEUTICS: Narrows Net Loss to $13.7-Mil. in Fiscal Q3 BIP PIPECO: $50MM Incremental Loan No Impact on Moody's 'Ba3' CFR BLUE STAR: Board Approves Stock Buyback Program for up to $1.5M BLUE STAR: Files Resale Registration Statement with the SEC BLUE STAR: Reports $1.3 Million Net Loss in Fiscal Q3 BLUE STAR: Widens Net Loss to $1.33 Million in Third Quarter BLUEBIRD BIO: Alyeska Investment No Longer Holds Over 5% Stake BLUEBIRD BIO: Granahan Investment No Longer Holds Over 5% Stake BLUEBIRD BIO: Registers Additional 15MM Shares Under Incentive Plan BLUEBIRD BIO: Reports Net Loss of $60.8 Million in Fiscal Q3 BLUM HOLDINGS: Issues $400K Convertible Promissory Note BOWLERO CORP: Moody's Lowers CFR to 'B2' & Alters Outlook to Stable BOXLIGHT CORP: Lowers Net Loss to $3.1 Million in Fiscal Q3 BOXLIGHT CORPORATION: Lowers Net Loss to $3.06M in Third Quarter BRIDGETOPIA LLC: To Sell 4-Single Family Lots to Vantage for $840K BRIGHT ANGLE: Unsecureds Will Get 10% of Claims over 36 Months BULLDOG PURCHASER: $75MM Add-on Loan No Impact on Moody's 'B3' CFR BURGERFI INT'L: Lion Point No Longer Owned Shares as of Sept. 30 CAMBRIDGE AREA: Moody's Affirms 'Ba1' Municipal Utility Rev. Rating CANOPY AT WYLIE: Sec. 341(a) Meeting of Creditors on Jan. 8 CAR CONNECTIONS: Gets OK to Use Cash Collateral Until Jan. 10 CEMTREX INC: Anson Funds Management, Affiliates Report 9.9% Stake CLASS 1 LOGISTICS: Unsecureds Will Get 13.4% of Claims in Plan CLEAN ENERGY: Issues $101K Convertible Note to Coventry Enterprises CLINE DESIGN: Proposes Immaterial Modifications to Plan COLLECTIBLE SUPPLIES: Unsecureds Will Get 35% over 5 Years COMMUNITY HEALTH: To Sell North Carolina Hospital for $280-Mil. CYTOSORBENTS CORP: Looks to Raise at Least $3M in Rights Offering DAYFORCE INC: Moody's Raises CFR to 'B1', Outlook Positive DCS NAPLES: Case Summary & Seven Unsecured Creditors DEALER SALES: Case Summary & 20 Largest Unsecured Creditors DIGITAL GRAPHICS PLUS: Gets OK to Use Cash Collateral Until Jan. 14 DIRECTV FINANCING: Moody's Confirms B1 CFR & Alters Outlook to Neg. DOMINATOR INC: Unsecureds Will Get 20% Dividend over 60 Months EASTSIDE DISTILLING: Raises $110,000 in Shares Sale to 2 Investors EDELMAN FINANCIAL: Moody's Rates New $2.15BB 1st Lien Loan 'B2' EMPIRE TODAY: S&P Lower ICR to 'SD' on Distressed Debt Exchange ETHEMA HEALTH: Reports $1 Million Net Loss in Fiscal Q3 EVOKE PHARMA: Laurence Lytton Holds 9.99% Stake EXAMWORKS BIDCO: Moody's Cuts Rating on Secured 1st Lien Debt to B2 FLEXSYS INC: Moody's Cuts CFR to 'Caa2', Outlook Negative FORGE INNOVATION: Reports $105,518 Net Loss in Fiscal Q3 FRANCHISE GROUP: Plan Contemplates Two Scenarios FRONTDOOR INC: Moody's Rates New Secured Credit Facility 'Ba2' FTX TRADING: Settles With Congressional PACs in Chapter 11 G.D. III: Unsecureds Will Get 8% to 30% in Liquidating Plan GENESIS ENERGY: Moody's Rates New Senior Unsecured Notes 'B3' GIRARD HOUSE: Seeks to Extend Plan Exclusivity to Feb. 14, 2025 GOAT HOLDCO: Moody's Assigns B2 Rating to New Senior Secured Notes GPD COMPANIES: Moody's Alters Outlook on 'B3' CFR to Negative GRANT THORNTON: Moody's Affirms 'B2' CFR, Outlook Stable GREATER LIGHT: Unsecureds Will Get 100% of Claims over 36 Months GRIFFON CORP: Moody's Hikes CFR to 'Ba3' & Alters Outlook to Stable GUIDED THERAPEUTICS: Auctus Fund, 3 Others Hold 9.9% Stake GUIDED THERAPEUTICS: Posts $654,000 Net Loss in Fiscal Q3 HOMETOWN LENDERS: Files Amendment to Disclosure Statement HORIZON INTERIORS: Updates Fox & Anthony Paldino's Secured Claim HYPERION EDUCATION: Gets Final OK to Use Cash Collateral ICON AIRCRAFT: Plan Exclusivity Period Extended to Jan. 29, 2025 ICON COLLECTIVE: Chapter 11 Trustee Appointment Sought INNOVATIVE REAL ESTATE: Unsecureds Will Get 100% of Claims in Plan INTEGRITY GENERAL: U.S. Trustee Appoints Creditors' Committee ISLAND VIEW: Case Summary & 11 Unsecured Creditors IVANTI SOFTWARE: Moody's Alters Outlook on 'B3' CFR to Negative JACON LLC: Updates Local #49 Priority Claims Pay Details JELD-WEN INC: Moody's Lowers CFR to B1 & Secured Term Loan to Ba3 JUS BROADCASTING: Voluntary Chapter 11 Case Summary KATANA ELECTRONICS: Updates Unsecured Claims Pay Details KENBENCO INC: Gets Interim OK to Use Cash Collateral Until Jan. 15 KERISMA LLC: Case Summary & Five Unsecured Creditors KINETIK HOLDINGS: S&P Alters Outlook to Pos., Affirms 'BB+' ICR LIFE UNIVERSITY: Moody's Alters Outlook on 'Ba3' Issuer to Negative LUBBOCK SQUARE: Seeks Bankruptcy Protection in Texas MADDEN CORP: Claims to be Paid From Disposable Income MANCHESTER, GA: S&P Lowers Rev. Bond Rating to 'BB+', Outlook Neg. MERRILL SERVICES: Case Summary & 15 Unsecured Creditors MILWAUKEE INSTRUMENTS: Unsecured Claims Under $40K to Recover 85% MMA LAW FIRM: Proceeds to Mediation in Chapter 11 Bankruptcy MOBIQUITY TECHNOLOGIES: Posts $1.13 Million Net Loss in Fiscal Q3 MOTORS ACCEPTANCE: Unsecureds Will Get 100% of Claims in Plan MP REORGANIZATION: Fine-Tunes Plan Documents NATIONAL RIFLE: Ordered to Reform Policy After NY Misconduct Ruling NB 700 LOGAN: Voluntary Chapter 11 Case Summary NOVELIS INC: Moody's Affirms 'Ba2' CFR & Alters Outlook to Negative OUTERSTUFF LLC: Moody's Raises CFR to 'B3', Outlook Stable OUTKAST ELECTRICAL: Gets OK to Use Cash Collateral Until Jan. 10 PLANET FINANCIAL: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable POWER BLOCK: Seeks to Extend Plan Exclusivity to Jan. 16, 2025 PROFESSIONAL DIVERSITY: Net Loss Narrows to $405,045 in Fiscal Q3 PUERTO RICO: Judge Urges Swift Resolution of PREPA Debt Deal QUICKWAY ESTATES: Claims to be Paid From Rental Income RE WEALTH ADVISORS: Case Summary & 13 Unsecured Creditors RED RIVER TALC: Court Orders Beasley Allen to Provide J&J Discovery REMSLEEP HOLDINGS: Reports $277,909 Net Loss in Fiscal Q3 RESHAPE LIFESCIENCES: Posts $1.6 Million Net Loss in Fiscal Q3 RHP HOTEL: Moody's Rates New Repriced Sr. Secured Term Loan 'Ba3' RICEBRAN TECHNOLOGIES: Names Keneally as Director as Ch.11 Looms RKSR INVESTMENTS: Sec. 341(a) Meeting of Creditors on Jan. 6 S2P ACQUISITION: S&P Withdraws 'B-' ICR Following LBO by Vista SABER AUTOMOTIVE: Seeks Chapter 11 Bankruptcy in California SC HEALTHCARE: Plan Exclusivity Period Extended to March 17, 2025 SELECTIS HEALTH: Board Approves WithumSmith+Brown as New Auditor SELECTIS HEALTH: Directors OK Withum as Independent Accountant SELECTIS HEALTH: Incurs $1.61 Million Net Loss in Third Quarter SENA & SENA: U.S. Trustee Unable to Appoint Committee SOLUNA HOLDINGS: Releases Business Update for November SOLUTION ENGINEERING: Seeks Cash Collateral Access Until Jan. 31 SPIRIT AIRLINES: DOJ Opposes Early Plan Hearing SPORTS INTERIORS: Gets OK to Use Cash Collateral Until Dec. 31 STANDARD BUILDING: Moody's Affirms 'Ba3' CFR, Outlook Positive STARWOOD PROPERTY: Moody's Rates New $800MM Secured Term Loan 'Ba2' TBOTG DEVELOPMENT: Amends Governmental Entities Priority Claims Pay TECHGROUPONE INC: Gets Final Approval to Use Cash Collateral TIPPETT STUDIO: Files Amendment to Disclosure Statement TONIX PHARMACEUTICALS: Registers More Shares to 2020 Incentive Plan TOP PARK SERVICES: Court OK's Motor Vehicle Sale TRANS-LUX CORP: Posts $950,000 Net Loss in Fiscal Q3 TREE CONNECTION: Case Summary & 14 Unsecured Creditors TREEHOUSE FOODS: S&P Rates First-Lien Senior Secured Debt 'B+' TREVENA INC: Finance VP Holds 942 Shares TWILIO INC: S&P Upgrades 'BB+' ICR on Expanding Business TWIN FALLS OIL: Case Summary & 20 Largest Unsecured Creditors UNITED WHOLESALE: Moody's Confirms 'Ba3' CFR, Outlook Stable UPHEALTH HOLDINGS: Seeks Enforcement of $115-Mil. Award vs. Execs VAI CONSTRUCTION: Case Summary & Nine Unsecured Creditors VEGAMON ENTERPRISES: Seeks to Sell Rockwall Property for $288K VUZIX CORP: Lowers Net Loss to $9.2 Million in Fiscal Q3 WALNUT CREEK: To Sell Nursery Business for $2.45-Mil. WELLPATH HOLDINGS: Court Approves $362-Mil. Bankruptcy Loan WESTERN URANIUM: Reports $2.2 Million Net Loss in Fiscal Q3 WHITE CAP: $300MM Term Loan Add-on No Impact on Moody's 'B2' CFR WINDTREE THERAPEUTICS: Armistice, Steven Boyd Hold 7.12% Stake WINDTREE THERAPEUTICS: CEO Retires; Jed Latkin Named Successor WINDTREE THERAPEUTICS: Deerfield Entities Cease Ownership of Shares WINDTREE THERAPEUTICS: Lind Global Entities Lower Stake to 0.4% XTI AEROSPACE: Incurs $4.44 Million Net Loss in Third Quarter YELLOW CORP: Seeks Court Okay to Sell Truck Terminals for $192.5MM ZEVRA THERAPEUTICS: C. Mickle Departs as Chief Development Officer [*] S&P Reports Bankruptcies Senior Debt Recoveries Decline 61% [] BOOK REVIEW: Taking Charge ********* 1001 WL: To Sell Chapter 5 Causes of Action ------------------------------------------- 1001 WL, LLC, received the green light from the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, to sell Chapter 5 Causes of Action to the highest bidder for cash. When the Debtor filed bankruptcy, an estate was created. That estate included causes of action created under 11 U.S.C. Section 544-549 known as Chapter 5 causes of action. Tig Romspen US Master Mortgage Fund US, LP has suggested that the Debtor cannot be trusted to pursue such claims if they involve insiders. The Debtor has analyzed possible Chapter 5 causes of action. The only claim known to the Debtor is to avoid the lien filed by Ali Choudhri on the petition date. The Debtor's previous and current plans have both proposed to avoid this lien. Other claims which would ordinarily arise in a Chapter 11 case may not arise in this case for the reason that any transfers made during the 90-day, one year, two-year and four-year periods which would ordinarily be considered as avoidable would have been made by Debtor’s predecessor in interest, Galleria Loop Note Holder, LLC. The Debtor makes no warranties or representations that any theories or claims are valid. Chapter 5 causes of action would also include any unauthorized transfers made by the Debtor during the bankruptcy proceeding. The Debtor is not aware of any such transfers. The Debtor is authorized to sell any and all causes of action arising under 11 U.S.C. Sections 544-549 to the highest bidder for cash. Any party may submit an offer to purchase the Chapter 5 causes of action by submitting such offer to Debtor’s counsel, Stephen W. Sather, at ssather@bnlawyers.com and Mark Taylor at Mark.Taylor@hklaw.com The Debtor’s counsel shall not communicate the substance of any offer received to any other person prior to the deadline for submitting bids. Upon receipt of bids, Debtor will file a Motion with the Court seeking to approve the high bid or a Notice stating that no bids were received. About 1001 WL, LLC 1001 WL, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10119) on Feb. 6, 2024. In the petition signed by Drew Dennett, authorized signatory, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Shad Robinson oversees the case. Stephen W. Sather, Esq., at Barron & Newburger PC represents the Debtor as counsel. 1440 FOODS: S&P Rates $150MM Second-Lien Term Loan 'CCC' -------------------------------------------------------- S&P Global Ratings assigned its 'CCC' issue-level rating and '6' recovery rating to 1440 Foods Topco LLC's $150 million second-lien term loan due December 2031. The '6' recovery rating indicates its expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. At the same time, the company downsized its existing first-lien term loan to $732 million from $882 million and reduced the commitment of its existing asset-based lending (ABL) credit facility to $150 million from $200 million. S&P said, "Our 'B-' issue-level rating and '3' recovery rating on 1440 Foods' first-lien term loan due December 2031 are unchanged, though we revised our rounded recovery estimate to 60% from 50%. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%). The increase in our rounded recovery estimate for the first-lien term loan reflects the lower amount of priority debt in the company's capital structure and the inclusion of second-lien debt, which increases the net value available to the new fist-lien term loan lenders and strengthens their recovery prospects. This transaction is leverage neutral. The second-lien term loan carries the same interest rate as the first-lien term loan, therefore S&P does not project any changes to its interest-cost expectations. S&P said, "Our 'B-' issuer credit rating and stable outlook on 1440 Foods are unchanged. We estimate the company's pro forma S&P Global Ratings-adjusted debt leverage for the 12 months ended Sept. 30, 2024, was more than 8.5x, which is higher than our previous expectation of about 7.9x. We forecast the company's leverage will remain above 7.0x until fiscal year 2026. We believe 1440 Foods will increase its capital expenditure (capex) to about $37 million in fiscal year 2025 from $31 million in fiscal year 2024 for investments related to its vertical integration, including insourcing the manufacturing of its products. Higher capex will partially offset profitability improvements resulting in free operating cash flow (FOCF) generation of about $5 million- $10 million in fiscal year 2025 compared to a FOCF deficit of $23 million in fiscal year 2024. We could lower the ratings on the company if we expect the company's cash interest coverage to remain below 1.5x or if the company is unable to generate positive FOCF, resulting in its capital structure becoming unsustainable." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- 1440 Foods' capital structure comprises a $150 million ABL revolver (not rated) due 2029, a $732 million first-lien term loan due 2031, and a $150 million second-lien term loan due 2031. 1440 Foods Topco LLC is the borrower and issuer of the credit facilities. The guarantors of the facilities include the borrower, its parent--1440 Foods Intermediate Inc.--and each existing and subsequently acquired or organized direct or indirect wholly owned restricted U.S.-based subsidiary of the borrower. -- The ABL has a perfected first-priority interest in substantially all inventory, accounts receivable, deposit accounts, securities accounts, and any cash or other assets in such accounts of the respective loan parties and a perfected third-priority interest in the term loan priority collateral. The first-lien term loan ranks junior to the ABL and has a second-priority interest in the ABL collateral and a first-priority perfected lien on all other property and assets. Simulated default scenario -- S&P's simulated default scenario contemplates a default in the first half of 2026 stemming from the loss of a major customer, a product recall that tarnishes the brand, or a substantial drop in demand for the company's products because they fall out of favor. As a result, 1440 Foods' profitability and cash flow would deteriorate, leading to a payment default. -- Given that the company generates most of its revenue in the U.S., S&P's simulated default scenario assumes it would pursue insolvency proceedings in the U.S. -- S&P values the company as a going concern using a 6x multiple of its projected emergence EBITDA. This multiple reflects 1440 Foods' position in an attractive category, as well as its well-known brand and established customer base. -- The $99 million of emergence EBITDA roughly reflects fixed-charge requirements of about $77 million for interest costs and debt amortization (assuming a higher rate because of default) and $13 million of capex assumed at default. S&P also applies a positive operational adjustment of about $9 million (10%), which reflects its belief that the company would improve its profitability through cost cutting. Simplified waterfall -- Emergence EBITDA: $99.2 million -- Multiple: 6x -- Gross recovery value: $595.3 million -- Net recovery value for waterfall after administrative expenses (5%): $565.5 million -- Obligor/nonobligor valuation split: 93%/7% -- Collateral value available to first-lien debt: $459.6 million -- Estimated first-lien claims: $750 million --Secured recovery expectations: 50%-70% (rounded estimate: 60%) -- Collateral value available to second-lien debt: $0 -- Estimated second-lien claims: $155.6 million --Unsecured recovery expectations: 0%-10% (rounded estimate: 0%) 1440 FOODS: Term Loan Adjustment No Impact on Moody's 'B3' CFR -------------------------------------------------------------- Moody's Ratings says that 1440 Foods TopCo, LLC's adjustment to its proposed financing to downsize the first lien term loan and add a second lien term loan tranche (unrated) does not impact its ratings, including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, B3 first lien term loan rating, or stable outlook. The company intends to utilize the proceeds from the refinancing to acquire FitCrunch, which purchase closed on November 1, 2024, as well as refinance existing debt. The first lien term loan of $875 million was downsized to $732 million and 1440 Foods added a $150 second lien term loan tranche to the transaction. Moody's do not expect total interest expense to change materially as a result. The addition of the second lien tranche and reduction in the size of the first lien term loan improves the first lien recovery prospects in the event of a default. However, the expected loss on the first lien term loan remains in line with a B3 instrument rating and B3 CFR since the term loan continues to represent the preponderance of the debt structure. In addition, the company's asset based revolving commitments are expected to be reduced to $150 million from $200 million. The transaction adjustments are credit negative because the lower revolver commitments and modest reduction in pro forma cash weaken liquidity. However, liquidity overall remains adequate and supported by approximately $40 million of pro forma cash and full availability on the revolver. The cash sources pre-fund the planned in-house manufacturing transition for the company's legacy Pure Protein, Met-RX and Body Fortress brands. 1440 Foods (headquartered in New York, NY) is a sports and active nutrition company with a portfolio of nutrition focused protein bars, protein powders, meal replacements, ready-to-drink beverages, and snacks. The company's product portfolio appeals to active-lifestyle consumers as a high-protein supplement or replacement of meals and is marketed under the Pure Protein, MET-Rx, FitCrunch and Body Fortress brands. The products are sold primarily in the United States through club stores, mass merchants, grocery stores, and e-commerce. Moody's estimate revenue for the combined company on a pro forma basis is approximately $650 million for the fiscal year ended September 2024. 22ND CENTURY: Anson Funds Management, 5 Others Report 9.9% Stake ---------------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned shares of 22nd Century Group, Inc.'s common stock (a) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 3,140,452 shares of Common Stock held by the Fund. (b) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.9% of the outstanding shares of Common Stock. This percentage is determined by dividing 3,140,452 by 31,435,958 shares of Common Stock issued and outstanding, as confirmed by the Company on September 30, 2024. (c) Anson Funds Management LP and Anson Advisors Inc., as the co-investment advisors to the Fund, may direct the vote and disposition of the 3,140,452 shares of Common Stock held by the Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 3,140,452 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 3,140,452 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 3,140,452 shares of Common Stock held by the Fund. A full-text copy of Anson Funds' SEC Report is available at: https://tinyurl.com/4j8dpbmf About 22nd Century Group Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco products company specializing in the sales and distribution of its proprietary reduced nicotine tobacco products, which have been authorized as Modified Risk Tobacco Products by the FDA. The company also provides contract manufacturing services for conventional combustible tobacco products for third-party brands. 22nd Century Group disclosed in its Quarterly Report for the three months ended September 30, 2024 that it has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. The Company had negative cash flow from operations of $9,947 and $50,184 for the nine months ended September 30, 2024 and 2023, respectively, and an accumulated deficit of $389,315 and $378,707 as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, the Company had cash and cash equivalents of $5,341. Given the Company's projected operating requirements and its existing cash and cash equivalents, there is substantial doubt about the Company's ability to continue as a going concern through one year following the date (November 12, 2024) that the Quarterly Report was issued. For the year ended December 31, 2023, the company reported a net loss of $140.8 million, compared to a net loss of $59.8 million in 2022. 2303 AVE LLC: Case Summary & One Unsecured Creditor --------------------------------------------------- Debtor: 2303 Ave LLC 378 Rochester Avenue Brooklyn, NY 11213 Business Description: 2303 Ave LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-45179 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Bryant A. Roman, Esq. ROMAN & ASSOCIATES, PLLC 305 Broadway, Suite 720 New York, NY 10007 Tel: (212) 323-7428 Fax: (646) 349-3222 E-mail: bryantroman@romanassociates.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dorothy Black as managing member. The Debtor listed Special Service American, LLC located at 15 Cuttermill Road, Suite 276, Great Neck, NY 11021 as its sole unsecured creditor holding a claim of $2,286,780. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MIZVORA/2303_Ave_LLC__nyebke-24-45179__0001.0.pdf?mcid=tGE4TAMA 358 ATLANTIC: Creditors to Get Proceeds From Liquidation -------------------------------------------------------- 358 Atlantic Realty LLC and Mobrownstone Realty LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Plan of Liquidation dated November 12, 2024. 358 Atlantic Realty LLC was organized under the laws of the State of New York on September 20, 2007. Mobrownstone Realty LLC was organized under the same on July 25, 2007. The Debtors are limited liability companies, authorized to do business in the State of New York, with a principal place of business located at 78 Hoyt Street, Brooklyn, New York 11201. The Debtors are the owners of certain real property and improvements commonly known as 358-360 Atlantic Avenue, Brooklyn, New York 11217 (collectively, where appropriate the "Property"). Respectively, 358 Atlantic Realty LLC is the owner of 358 Atlantic Avenue, Brooklyn, NY 11217, and Mobrownstone Realty LLC is the owner of 360 Atlantic Avenue, Brooklyn, NY 11217. The Property contains two separate mixed-use brownstones with tenants occupying both buildings. During and before the Chapter 11 Cases, the Debtors have been working with the Broker to market and sell the Property. Subject to the time deadlines set forth in the Plan, the Debtors shall market the Property immediately, and the Debtors expect to retain the Broker with Court approval, to sell and liquidate the Property for the highest and best price on or before December 31, 2024. Upon closing, the proceeds of the sale shall be distributed to holders of Claims and Interests in the same manner as provided for in the Plan. The Plan will be funded with the net proceeds from the sale of the Property. The sale of the Property, following Confirmation of the Plan, shall not be subject to any stamp or similar transfer or mortgage recording tax pursuant to section 1146(a) of the Code because of a sale under the Plan and after the Effective Date. Class 2 consists of General Unsecured Claims. The Class 2 Unsecured Claims are estimated in the allowed aggregate amount of $246.49 and in the event of a Sale, in exchange for the full and final satisfaction, settlement, release, and discharge of its Allowed Unsecured Claim, each holder of an Allowed Unsecured Claim shall receive its Pro Rata Share from the remaining proceeds of the Sale promptly after the payment in full in Cash of all of the following: (i) all regular closing costs and adjustments; (ii) Allowed Fee Claims; (iii) Allowed Unclassified Claims; and (iv) Allowed Class 1 Claims. Class 2 is impaired under the Plan. Class 3 consists of Interest Holders. If Holders of Class 2 Unsecured Claims (i) vote to accept the Plan or (ii) are paid in full, then the Holders of Class 3 Interests shall retain their Interests in the Debtors after the Effective Date and shall receive any remaining net proceeds of the Sale promptly after the payment in full in Cash of all of the following: (i) all regular closing costs and adjustments; (ii) Allowed Fee Claims; (iii) Allowed Unclassified Claims; (iv) Allowed Class 1 Claims and (v) Allowed Class 2 Claims. If Holders of Class 2 Unsecured Claims neither vote to accept the Plan nor are paid in full, then Holders of Class 3 Interests shall receive no distribution under the Plan and the Interests shall be cancelled and terminated as of the substantial consummation of the Plan and entry of an order of final decree. The Debtors shall market the Property immediately, through the Broker to assist in such efforts, in order to sell and liquidate the Property for the highest and best price on or before December 31, 2024. Upon Closing, the proceeds of sale shall be distributed to holders of Claims and Interests in the same manner as provided for under the Plan. A full-text copy of the Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=e6vGvn from PacerMonitor.com at no charge. Proposed Attorneys for the Debtors: Jonathan S. Pasternak, Esq. Robert L. Rattet, Esq. Davidoff Hutcher & Citron LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Tel: (914) 381-7400 Email: jsp@dhclegal.com About 358 Atlantic Realty LLC 358 Atlantic Realty LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43382) on August 14, 2024. In the petition signed by Mohamed B. Mohamed, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Jil Mazer-Marino handles the case. The Debtor is represented by Jonathan S. Pasternak, Esq. at DAVIDOFF HUTCHER & CITRON LLP. 511 ALABAMA: Amends Supervalu Secured Claim Pay Details ------------------------------------------------------- 511 Alabama Ave, LLC submitted an Amended Disclosure Statement describing First Amended Plan of Reorganization dated November 12, 2024. The Plan contemplates the reorganization and ongoing business operations of Debtor and the resolution of the outstanding Claims against Debtor pursuant to sections 1129(b) and 1123 of the Bankruptcy Code. The Debtor's assets as of the Filing Date included the following: (a) checking accounts having a balance of approximately $30,078, (b) business inventory having an estimated value of approximately $25,000.00, and (c) miscellaneous used fixtures and equipment having an estimated value of approximately $5,000.00. The Debtor's liabilities as of the Filing Date totaled $540,904.78, which includes (a) secured claims totaling $39,172.20; and (b) nonpriority unsecured claims estimated at approximately $519,759.44. Class 1 shall consist of the Supervalu Wholesale Operations Claim. Supervalu has been before and during this Case the primary supplier of groceries for the Debtor's business operations. Supervalu held prepetition liens on, among other things, the Debtor's accounts receivable, inventory, deposit accounts and all products and proceeds thereof, perfected by virtue of the UCC Financing Statement No. 038-2021-035458 filed on December 2, 2021 (the "Financing Statement"). Such prepetition liens were continued and supplemented by post-petition liens in favor of Supervalu approved by the Court in interim and final orders permitting the use of Supervalu's cash collateral (collectively, "Cash Collateral Orders"). Supervalu asserts a Class 1 Claim pursuant to that certain Supply Agreement, dated December 1, 2021 (the "Supervalu Agreement") executed by Debtor in favor of SUPERVALU Wholesale Operations, Inc. According to Proof of Claim No. 8 filed by Supervalu in this case, pursuant to that certain Supply Agreement between Debtor and Supervalu, effective December 1, 2021, the amount of $39,172.20 was owed to Supervalu for a "signing bonus" and "market support" as of the Filing Date. The amount of this portion of Supervalu's claim has been reduced by grocery purchases by the Debtor during the pendency of the bankruptcy case and in accordance with the Debtor's agreements with Supervalu. SVU's secured claim will also include any other amounts owed by the Debtor to Supervalu at any time, including amounts, if any, due under the Cash Collateral Orders and after confirmation of the Plan. The Debtor shall satisfy the Secured Class 1 Claim as follows: Commencing on the 20th day following the Effective Date and continuing on the 20th day of each month thereafter through the twenty-fourth month following the Effective Date, but not later than December 31, 2026, unless agreed to by Supervalu (the "Class 1 Maturity Date"), Debtor shall commence principal and interest payments to Supervalu based on a twenty-four month amortization, with interest accruing at an annual interest rate of five percent per annum on the Secured Class 1 Claim with a final payment for all outstanding principal and interest on the Class 1 Secured Debt on the 60th month following the Effective Date ("Class 1 Maturity Date"). Accordingly, Debtor estimates such monthly payments shall be $1,718.54 on the Secured Class 1 Claim. Class 4 Claims shall consist of all amounts due and owing by Debtor on unsecured debts including contracts, notes or accounts and any deficiency amounts on secured claims. Debtor shall pay Holders of Allowed Class 4 Unsecured Claims aggregate distributions under the Plan equal to ten percent of their Allowed Class 4 Claims. Specifically, each Holder of an Allowed Class 4 Claim shall receive five consecutive annual payments, each in an amount equal to two percent of such Holder's Allowed Class 4 Claim. The first annual payment shall be payable on or before December 31, 2025, and subsequent annual payments shall be payable on or before December 31, 2026, December 31, 2027, December 31, 2028, and December 31, 2029. The Debtor shall pay all claims from Debtor's post petition income from the operation of Debtor's business. The Plan provides that Debtor shall act as the Disbursing Agent to make payments under the Plan unless Debtor appoints some other person or entity to do so. Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. Debtor may also pay ordinary and necessary expenses of administration of the Plan in due course. A full-text copy of the Amended Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=QYEVFz from PacerMonitor.com at no charge. Counsel to the Debtor: J. Nevin Smith, Esq. SMITH CONERLY LLP 402 Newnan Street Carrollton, GA 30117 Telephone: (770) 834-1160 Facsimile: (770) 834-1190 E-mail: jsmith@smithconerly.com About 511 Alabama Ave, LLC 511 Alabama Ave, LLC is a privately held limited liability company organized under the laws of the State of Georgia which operates a retail grocery store at 511 Alabama Avenue, Bremen, Georgia 30110. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-10032) on January 5, 2024. In the petition signed by Michael C. Smith, manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Paul Baisier oversees the case. J. Nevin Smith, Esq., at Smith Conerly LLP, is the Debtor's legal counsel. 700 TRUST: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of 700 Trust, according to court dockets. About 700 Trust 700 Trust filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 24- 10230) on November 8, 2024, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Karen K. Specie oversees the case. Michael Gort, Esq., at Gort Law, P.A. is the Debtor's bankruptcy counsel. ACCELERATE DIAGNOSTICS: Armistice, Steven Boyd Hold 9.93% Stake --------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned an aggregate amount of 2,400,000 shares of Accelerate Diagnostics, Inc.'s Common Stock, representing 9.93% of the shares outstanding. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital, LLC may be reached at: Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Tel: (212) 231-4932 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/nhjrurd6 About Accelerate Diagnostics Tucson, Ariz.-based Accelerate Diagnostics, Inc. is an in vitro diagnostics company dedicated to providing solutions that improve patient outcomes and lower healthcare costs through the rapid diagnosis of serious infections. Phoenix, Ariz.-based Ernst & Young LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. During the year ended December 31, 2023, Accelerate Diagnostics had a net loss of $61.6 million. As of September 30, 2024, Accelerate Diagnostics had $32.3 million in total assets, $80.8 million in total liabilities, and $48.5 million total stockholders' deficit. ACCESS INFORMATION: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Ratings affirmed Access CIG, LLC's senior secured first lien revolver expiring May 2028 and term loan maturing August 2028 at B3. Moody's also assigned a B3 corporate family rating and a B3-PD probability of default rating to Access Information Holdings, LLC ("Access"), and withdrew Access CIG, LLC's B3 CFR and B3-PD PDR ratings. The outlook is stable. The affirmation of Access's B3 senior secured ratings reflects the company's modest revenue size and high debt leverage, with Moody's-adjusted debt to EBITDA that Moody's anticipate will decline slightly to just below 7x by end of FY25, driven by modest earnings growth. Moody's also expect the company's free cash flow generation to improve over the next year with lower acquisition and integration related expenses as well as a lower interest burden as the benchmark rates continue to decline. Moody's expect Access to maintain adequate liquidity over the next 12 to 15 months, with $60 million of cash on balance sheet, as well as access to its $77 million revolver which was undrawn as of September 30, 2024. Moody's expect free cash flow to be in the range of $20 million in FY25, which will cover the required amortization of its first lien term loan (roughly $14 million). RATINGS RATIONALE Access's B3 CFR reflects its high debt-to-EBITDA in the low 7x as of the twelve months ended September 30, 2024. Moody's consider the company's acquisition growth strategy to be aggressive because it relies on frequent debt issuance and creates substantial acquisition/integration and relocation costs that reduce free cash flow generation. The company's modest revenue base ($558 million of revenue for the twelve months ended September 30, 2024), narrow business focus and ongoing secular risks related to the shift away from paper toward electronic media by its mostly SMB customer base weigh on the credit profile. However, the rating benefits from the company's highly recurring records storage revenue in the small and medium-sized enterprises market segment that is stable through economic cycles, good EBITDA margins at around 40% and a track record of very reliable annual pricing increases that support mid-single digit percentage organic revenue growth. Access' revenue has high geographic and customer diversity with historically strong client retention rates exceeding 95%. Moody's have decided to withdraw the rating (s) for Moody's own business reasons. The stable outlook reflects Moody's view that the company's debt-to-EBITDA on Moody's adjusted basis will improve to just below 7x range by the end of FY25, driven by modest earnings growth and barring additional borrowings. The stable outlook also reflects Moody's view that Access will maintain at least adequate liquidity with positive free cash flow generation in FY25 that covers its required annual amortization for its first lien term loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with profitable revenue growth that leads to a material reduction in financial leverage, free cash flow to debt maintained in a mid-single-digit percentage range, as well as a more balanced financial policy. The ratings could be downgraded if operational challenges lead to material top-line and earnings pressure such that EBITA-to-interest expense remains below 1.0x, or liquidity deteriorates, including through increased revolver usage or an inability to sustain positive free cash flow generation. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Peabody, MA, Access is a records and information management platform providing outsourced solutions for retaining, managing, and servicing hardcopy and digital records in the US, Canada and Latin America. Access is owned by Berkshire Partners, GI Partners and management. The company generated revenue of $558 million in the twelve months ended September 30, 2024. ADVANCED CARE: Seeks to Extend Plan Exclusivity to Jan. 16, 2025 ---------------------------------------------------------------- Advanced Care Hospitalists, PL asked the U.S. Bankruptcy Court for the Middle District of Florida to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to January 16, 2025 and March 17, 2025, respectively. The Debtor explains that ample cause exists to extend the exclusive period within which the company may file its chapter 11 plan and solicit acceptances. The Debtor continues to work with major stakeholders in this proceeding, including obtaining PPP forgiveness and through mediation with its largest unsecured creditor. Furthermore, extending the exclusive period within which the Debtor may file a plan of reorganization, and the period to solicit acceptances will not harm creditors. Allowing the Debtor additional time to continue discussions with creditors regarding the proposed plan and attend the scheduled mediation, will only serve to benefit all parties in interest and any delay is negligible. The Debtor claims that it continues to work diligently to file and confirm a plan of reorganization and believes that cause exists to extend the exclusive period within which it may file a plan of reorganization and solicit acceptances pursuant to Section § 1121 of the Bankruptcy Code. Permitting this extension will not prejudice creditors in this case, while allowing the Debtor to continue its effort to reach consensus as to a plan of reorganization. Advanced Care Hospitalists, PL is represented by: David S. Jennis, Esq. Katelyn M. Vinson, Esq. DAVID JENNIS, PA D/B/A JENNIS MORSE 606 East Madison Street Tampa, FL 33602 Tel: (813) 229-2800 E-mail: ecf@JennisLaw.com About Advanced Care Hospitalists Advanced Care Hospitalists, PL, is a medical group practice in Lakeland, Fla. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02899) on May 21, 2024, with up to $50,000 in assets and up to $50 million in liabilities. Gulab Sher, M.D., president and managing member, signed the petition. Judge Catherine Peek McEwen oversees the case. David S. Jennis, Esq., at David Jennis, P.A., doing business as Jennis Morse, represents the Debtor as legal counsel. ADVANCED URGENT: Seeks to Extend Plan Exclusivity to March 6, 2025 ------------------------------------------------------------------ Advanced Urgent Care, LLC, d/b/a Advanced Urgent Care and Occupational Medicine ("AUC") and The Pegton Building LLC, asked the U.S. Bankruptcy Court for the District of Colorado to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to March 6, 2025 and May 5, 2025, respectively. AUC owns and operates several urgent care clinics. AUC's primary operations consist of providing medical care for acute non-life threatening injuries and illnesses to walk-in patients. Pegton is the lessee under five commercial office leases and subleases the offices to AUC. The Debtors explain that this is a somewhat complex case due to the various urgent care clinics at issue which operate in the highly regulated health care industry. Each location has a different landlord. While the Debtors have sought Court authority to assume or reject the necessary leases, additional time is needed to compile the financial information necessary to formulate a plan of reorganization. Additionally, the buyer's decision to walk away from the proposed has complicated the situation and left the Debtors needing to explore other options regarding curing certain lease defaults for leases to be assumed. Therefore, additional time is required to finalize a plan of reorganization. The Debtors claim that they have shown that they have reasonable prospects for filing a viable plan. Urgent care clinics that were losing money have been closed and the leases rejected. The remaining clinics are operating at a profit. The Debtors have therefore made good faith progress towards plan formulation. The Debtors assert that they are not seeking an extension to pressure creditors. To the contrary, the extension is being sought due to unforeseen circumstances with the proposed sale of a clinic. The Debtors further assert that they have acted with diligence, in light of the circumstances, to address issues in this case that must be dealt with prior to developing and seeking confirmation of a plan. Extending the 120-day Period and 180-day Period will not materially prejudice the interests of creditors and other interested parties. Finally, Debtors are not requesting an extension to gain a tactical advantage over any of their creditors. Attorneys for the Debtors: David J. Warner, Esq. Wadsworth Garber Warner Conrardy, P.C., 2580 West Main Street, Suite 200 Littleton, Colorado 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: dwarner@wgwc-law.com About Advanced Urgent Care Advanced Urgent Care LLC is a locally owned and operated urgent care services provider. It also offers on-site laboratory services, x-ray services, and physical exams. Advanced Urgent Care LLC and The Pegton Building sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 24-14536) on August 7, 2024. In the petition filed by Anthony G. Euser, as managing member, AUC reports total liabilities of $7,261,749 and under $50,000 in estimated assets. The Hon. Joseph G Rosania Jr., presides over the cases. The Debtors are represented by David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, PC as counsel. ADVENT TECHNOLOGIES: Delays Form 10-Q for Period Ended Sept. 30 --------------------------------------------------------------- Advent Technologies Holdings, Inc. has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2024 on or before the prescribed due date. The Company requires additional time to complete the final review of its financial statements and other disclosures in the Quarterly Report. The Company is, and has been, working diligently to complete its Form 10-Q as soon as possible and anticipates that the Form 10-Q will be filed within five calendar days following the prescribed due date in compliance with Rule 12b-25(b). About Advent Technologies Headquartered in Livermore, CA, Advent Technologies Holdings, Inc. is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent's principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA), and fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Athens, Greece-based Ernst & Young (Hellas) Certified Auditors Accountants S.A., the Company's auditor since 2020, issued a "going concern" qualification in its report dated Aug. 13, 2024, citing that the Company has suffered recurring operating losses, has a negative working capital position and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ADVENT TECHNOLOGIES: Faces Nasdaq Non-Compliance Over Delayed 10-Q ------------------------------------------------------------------ Advent Technologies Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Nov. 22, 2024, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that it is not in compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company's Quarterly Report on Form 10-Q for the period ended Sept. 30, 2024 was not filed with the SEC by the required due date of Nov. 20, 2024. This Letter received from Nasdaq has no immediate effect on the listing or trading of the Company's shares. Under Nasdaq rules, the Company now has until Tuesday, Jan. 21, 2025, to submit a plan to regain compliance with Nasdaq Listing Rules. If Nasdaq accepts the Company's plan, Nasdaq may grant an exception until Monday, May 19, 2025, as instructed by the Letter, to regain compliance with the Nasdaq Listing Rules. However, there is no assurance that Nasdaq will accept the Company's plan to regain compliance or, if accepted, that the Company will be able to regain compliance with Nasdaq's rules by May 19, 2025. The Company expects and intends to submit to Nasdaq a compliance plan no later than Jan. 21, 2025. About Advent Technologies Headquartered in Livermore, CA, Advent Technologies Holdings, Inc. is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent's principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA), and fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Athens, Greece-based Ernst & Young (Hellas) Certified Auditors Accountants S.A., the Company's auditor since 2020, issued a "going concern" qualification in its report dated Aug. 13, 2024, citing that the Company has suffered recurring operating losses, has a negative working capital position and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AIRNET TECH: Regains Compliance With Nasdaq MVPHS Requirement ------------------------------------------------------------- AirNet Technology Inc., formerly known as AirMedia Group Inc. received a written notice from the Listing Qualifications Staff of Nasdaq, notifying the Company that it has regained compliance with the minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5550(a)(5). The Company was previously notified by the Staff on September 18, 2024 that it was not in compliance with the MVPHS requirement due to its failure to maintain a minimum MVPHS of US$1.0 million for a period of 30 consecutive business days. Since then, the Staff has determined that the Company's MVPHS had been US$1.0 million or greater from October 28 through November 11, 2024. Therefore, the Staff determined that the requirement was met on November 12, 2024. About AirNet Technology AirNet Technology Inc. was incorporated in the Cayman Islands on April 12, 2007. AirNet, its subsidiaries, through its variable interest entities and the VIEs' subsidiaries, operate its out-of-home advertising network, primarily air travel advertising network, in the People's Republic of China. The Company also conducts cryptocurrencies mining business operations by its Hong Kong subsidiary, Blockchain Dynamics Limited. As of December 31, 2023, the Company had $115.1 million in total assets, $101.8 million in total liabilities, and $13.4 million in total equity. Singapore-based Audit Alliance LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 26, 2024, citing that the Company has a history of operating losses and negative operating cash flows and has negative working capital of approximately $56 million as of December 31, 2023. These conditions indicate that a material uncertainty exists that raise substantial doubt on the Company's ability to continue as a going concern, the auditor said. AKOUSTIS TECHNOLOGIES: Reports $6.4 Million Net Loss in Q1 2025 --------------------------------------------------------------- Akoustis Technologies, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $6.4 million on $9 million of total revenue for the three months ended September 30, 2024, compared to a net loss of $20.1 million on $7 million of total revenue for the three months ended September 30, 2023. As of September 30, 2024, the Company had $57.4 million in total assets, $122.6 million in total liabilities, and $65.2 million in total stockholders' deficit. Akoustis Technologies said, "We are experiencing financial and operating challenges. In the absence of additional financing or our timely appeal of the recent judgment and awards relating to the Qorvo Litigation, we will be forced to seek protection by filing a voluntary petition for relief under the Bankruptcy Code." "The Company has incurred losses and negative cash flow from operations since inception. Our operations thus far have been funded primarily with sales of equity and debt securities, as well as contract research and government grants, revenue from customers, foundry services and engineering services. In November 2023, we announced that we had undertaken significant expense reductions and cost-saving measures to reduce our operating cash flow burn. As a result of these cost-savings initiatives, the operating expenditures supporting the future growth of our manufacturing capabilities and expansion of our product offerings have decreased, along with decreases in research and development and headcount costs." "The Company's short-term and long-term liquidity requirements primarily arise from funding (i) research and development expenses, (ii) general and administrative expenses including salaries, bonuses, commissions and stock-based compensation, (iii) working capital requirements, (iv) business acquisitions and investments we may make from time to time and a note payable issued in connection with our acquisition of GDSI, and (v) interest and principal payments related to our $44.0 million aggregate principal amount of outstanding convertible notes. Additionally, due to the outcome of the Qorvo Litigation and the judgments against the Company for damages and legal fees, the Company's liquidity is severely constrained. These matters raise substantial doubt about the Company's ability to continue as a going concern within the next 12 months." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3rfn3pd6 About Akoustis Technologies Akoustis Technologies, Inc., headquartered in Huntersville, North Carolina, is focused on developing, designing, and manufacturing innovative radio frequency filter products for the wireless industry, including for products such as smartphones and tablets, cellular infrastructure equipment, Wi-Fi Customer Premise Equipment automotive and defense applications. New York, N.Y.-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated October 7, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, has significant pending litigation 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. ALTICE USA: D. E. Shaw & Co. Holds 4.1% Equity Stake ---------------------------------------------------- D. E. Shaw & Co., L.P. and David E. Shaw disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned 11,365,550 shares of Altice USA Inc.'s Class A Common Stock. The shares owned is composed of: (i) 9,716,215 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C. and (ii) 1,649,335 shares under the management of D. E. Shaw Investment Management, L.L.C. David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member of D. E. Shaw Investment Management, L.L.C. and D. E. Shaw Adviser II, L.L.C., which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Manager II, L.L.C., which in turn is the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 11,318,150 shares, and the shared power to dispose or direct the disposition of 11,365,550 shares, the 11,365,550 shares, constituting 4.1% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 11,365,550 shares. A full-text copy of D. E. Shaw & Co.'s SEC Report is available at: https://tinyurl.com/4kprkm35 About Altice USA Inc. Altice USA, Inc. is an American cable television provider. * * * 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." AMERICAN PAVING: Unsecureds to Get Share of Income for 5 Years -------------------------------------------------------------- American Paving Services, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Indiana a Plan of Reorganization dated November 11, 2024. The Debtor, an Indian a corporation, is a commercial paving company that moved its principal place of business to Hobart, Indiana from Portage, Indiana earlier this year. American Paving operates out of a leased facility located at 4400 W. 61st Avenue, Hobart, Indian a 46342 (the "Hobart Facility"). Codie Pennavaria Spiewak is the sole shareholder of American Paving. Day-to-day operations are handled by American Paving's Vice President, Andrew Spiewak. There is an affiliated transportation and logistics corporation, APS Transport Inc. After considering all of the facts and circumstances surrounding its financial situation and having sought the advice of legal counsel, the Debtor concluded the best way to remain in business, pay its current expenses, and to develop a plan to pay debts that are in arrears was to file a Subchapter V reorganization. Class 10 consists of General Unsecured Claims. The Allowed Claims of this Class shall be paid from the monthly Net Projected Disposable Income of the Debtor following payment therefrom to the above Classes as provided for in the Plan. Said monthly Net Projected Disposable Income payment shall commence within thirty days after Confirmation of the Plan and shall be payable for five years, i.e., sixty months. The payments to the Allowed Claims of this Class on a pro rata basis. The payments from the Net Projected Disposable Income shall be made by the Disbursing Agent as soon as practicable upon the receipt of such funds from the Debtor. This Class shall include all claims not specifically included in Classes 1 through 9 as well as the claims, if any, of Class 10. No claimant of this Class shall have or retain any lien upon Confirmation of the Plan except as specifically provided in the Plan. Class 10 creditors shall be paid their estimated pro-rata share of $0.00 remaining after payment of the Allowed Class 9 Claims. The Debtor will remain in possession of its property and will control the operation and disposition thereof unless otherwise provided in this Plan. The Debtor will devote full time and energy to the successful completion of the Plan. The total Projected Disposable Income over the Plan period is $1,740,300. The net projected disposable income under the Plan is the amount of the Debtor's Projected Disposable Income which is not necessary and utilized to make the payments to the extent and as may be applicable as set forth in the Plan to Class 1 through and including Class 10 (hereinafter "Net Projected Disposable Income"). A full-text copy of the Plan of Reorganization dated November 11, 2024 is available at https://urlcurt.com/u?l=Qht01m from PacerMonitor.com at no charge. Counsel to the Debtor: Shawn D. Cox, Esq. Hodges and Davis, P.C. 8700 Broadway Merrillville, IN 46410 Tel: (219) 641-8700 Fax: (219) 641-8710 Email: scox@hodgesdavis.com About American Paving Services American Paving Services, Inc. is a commercial paving company in Hobart, Ind. It was incorporated on August 6, 2019, and currently has about 20 full-time employees. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-20960) on May 24, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Andrew Spiewak, vice president, signed the petition. Shawn D. Cox, Esq., at Hodges and Davis, represents the Debtor as legal counsel. AMERICAN RESOURCES: AIC Completes Reverse Stock Split ----------------------------------------------------- American Resources Corporation disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that its majority owned subsidiary, American Infrastructure Corporation completed a reverse stock split whereby shareholders of AIC as of November 13, 2024 received one share of the Company for every seven shares held on that date. 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. AMERICANAS SA: Shareholders Authorize Lawsuit Against Former Execs ------------------------------------------------------------------ Danielle Chaves of Bloomberg News reports that Americanas SA has announced that shareholders approved a civil liability lawsuit against former executives for losses caused by accounting fraud and other illegal activities during the fiscal year that ended on December 31, 2022. During the shareholders' meeting held on December 11, 2024, the proposal received 139.9 million votes in favor, 6,840 votes against, and 5,400 abstentions, the report relays. The lawsuit will target former directors Miguel Gomes Pereira Sarmiento Gutierrez, Anna Christina Ramos Saicali, Jose Timotheo de Barros, and Marcio Cruz Meirelles, according to the filing. AN SM 1925 BROADWAY: Files Chapter 11 Bankruptcy ------------------------------------------------ On December 3, 2024, AN SM 1925 Broadway Holdings LLC filed Chapter 11 protection in the District of Delaware. According to court filing, the Debtor reports between $100,000 and $500,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About AN SM 1925 Broadway Holdings LLC AN SM 1925 Broadway Holdings LLC is engaged in activities related to real estate. AN SM 1925 Broadway Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12710) on December 3, 2024. In the petition filed by Alex Nerush, as sole member and manager, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $100,000 and $500,000. Honorable Bankruptcy Judge Brendan Linehan Shannon oversees the case. The Debtor is represented by: William J. Burton, Esq. Kevin G. Collins, Esq. BARNES & THORNBURG LLP 222 Delaware Avenue, Suite 1200 Wilmington DE 19801 Tel: (302) 300-3434 Email: william.burton@btlaw.com kevin.collins@btlaw.com ANALABS INC: Files Chapter 11 Bankruptcy in West Virginia --------------------------------------------------------- On December 3, 2024, Analabs Inc. filed Chapter 11 protection in the Southern District of West Virginia. According to court filing, the Debtor reports $3,188,705 in debt owed to 1 and 49 creditors. A meeting of creditors under Sec. 341(a) to be held on January 3, 2025 at 11:00 AM via Telephone Conference (U.S. Trustee). About Analabs Inc. Analabs Inc. provides cannabis testing, drug testing and environmental testing for corporations of all sizes. The Company's clients include waste and drinking water plants, coal companies, engineering firms, public school systems, grocery stores, natural gas companies, local, state, and federal government agencies, and many more. Analabs Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.W. Va. Case No. 24-50095) on December 3, 2024. In the petition filed by Kelli Harrison, as director/vice-president, the Debtor report total assets of $1,882,258 and total liabilities of $3,188,705. Honorable Bankruptcy Judge B Mckay Mignault handles the case. The Debtor is represented by: Paul W. Roop, II, Esq. ROOP LAW OFFICE, LC P.O. Box 1145 Beckley, WV 25802-1145 Tel: (304) 255-7667 Fax: (304) 256-2295 E-mail: bankruptcy@rooplawoffice.com ANGI GROUP: Moody's Affirms 'B2' CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Ratings affirmed ANGI Group, LLC's ("Angi") B2 corporate family rating, B1-PD probability of default rating and B2 senior unsecured notes rating. The outlook was changed to stable from negative. The change in the outlook to stable reflects the reduction in leverage to 4.2x as of Q3 2024, including Moody's standard lease adjustments, driven by increased profitability. Free cash flow (FCF) has also improved despite declines in revenue as the company reduced low profit margin business streams, decreased marketing spend and enhanced existing operations. While revenue is likely to continue to decline modestly in 2025, Moody's expect profitability will be relatively stable and leverage will remain in the low to mid 4x range in 2025. ANGI Group is a wholly-owned subsidiary of Angi Inc., which is 85.3%-owned by its parent, IAC Inc. ("IAC"). In November 2024, IAC announced that it will consider a spin-off of Angi Inc. in 2025. Moody's would view a spin-off as a credit negative as IAC is a potential source of liquidity if needed and the parent company contributed significantly to the improvement in operating performance. However, Angi's credit profile has strengthened over the past year and can support the existing ratings and outlook on a standalone basis. RATINGS RATIONALE The B2 CFR reflects the profile of its parent, Angi Inc., that includes a significant reduction in leverage (4.2x as of Q3 2024 from over 10x during the prior year period) driven by higher EBITDA as the company cut back low margin businesses and improved core operations. The roofing business was sold in 2023, and Angi continues to adjust its offerings and business processes. The changes in strategy have led to a reduction in revenue (-13% decline YTD Q3 2024) but has significantly improved EBITDA and FCF. The company also has a substantial cash balance ($395 million in cash as of Q3 2024) compared with $500 million in outstanding debt (net debt of $105 million Q3 2024), but the cash position could decline in the event of a spin-off from IAC. Angi operates in a challenging business segment as the company needs to attract and retain quality service providers in different service lines. There is also the need to deliver high customer satisfaction rates to generate a recurring customer base while the work project itself is completed by third parties. The company has been acquisitive historically and its different brand names were consolidated under the ANGI brand name in 2021, which entailed a significant marketing campaign. Changes to its service offerings and a new regulatory requirement are likely to limit revenue growth in 2025. The industry segment is expected to grow at the expense of word of mouth or direct advertising by service professionals over time but will remain highly competitive with several other online service providers including Yelp, Frontdoor, Thumbtack, TaskRabbit, Amazon's Selling Services and Google Local Services, which may elevate volatility in results. The stable outlook reflects Moody's expectation that Angi's leverage will remain in the low to mid 4x's range in 2025 as EBITDA is likely to remain relatively stable despite continuing declines in revenue through the first half of 2025. Liquidity is expected to remain strong, although the company's substantial cash balance could decline in the event of a spin-off from IAC. The speculative grade liquidity (SGL) rating of SGL-2 reflects a good liquidity position over the next 12-18 months supported by a cash balance of $395 million as of Q3 2024 and Moody's expectation of FCF as a percentage of debt in the mid teens range in 2025. Angi does not have a revolving credit facility in place as the former $250 million facility was retired in 2021. The company is likely to use a portion of FCF for share repurchases and the cash position may decline in the event of a spin-off from IAC. The company is not subject to quarterly financial maintenance covenants as the only debt currently in the capital structure consists of $500 million 3.875% senior unsecured notes due August 2028. The indenture governing the notes contains an incurrence covenant that limits ANGI Group's senior secured leverage to 3.75x, subject to certain permitted credit facilities indebtedness notwithstanding the ratio, all as defined in the indenture. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if leverage is sustained below 4x (as calculated by us) with FCF as a percentage of debt well above 5%. Angi would also need to demonstrate organic revenue growth of at least 5% with improved EBITDA margins. Maintenance of a good liquidity position would also be needed in addition to conservative financial policies in line with a higher rating. The ratings could be downgraded if leverage is sustained above 6x (as calculated by us) or due to a continuing contraction in organic revenue. Negative FCF or a weakened liquidity position could also lead to negative rating pressure. ANGI Group, LLC ("Angi") is a wholly-owned subsidiary of Denver, CO based Angi Inc., a leading online marketplace for home remodeling, repair and maintenance that connects quality Service Professionals with consumers. Major brands include HomeAdvisor (ANGI Leads), Angi (ANGI Ads), and Handy. The company is 85.3%-owned by IAC Inc. ("IAC"). Angi's revenue was about $1.2 billion as of LTM Q3 2024. ANSER CHARTER: Moody's Cuts Rating on 2021A/B Revenue Bonds to Ba3 ------------------------------------------------------------------ Moody's Ratings has downgraded to Ba3 from Ba2 the revenue bond rating for Anser Charter School, ID's (Anser) Nonprofit Facilities Revenue Bonds (Anser of Idaho, Inc. Project), Series 2021A and Nonprofit Facilities Revenue Bonds (Anser of Idaho, Inc. Project), Series 2021B (Federally Taxable). The outlook has been revised to negative from stable. As of June 30, 2024 the school had approximately $12 million of debt outstanding. The Series 2021 bonds also carry a Aa2 enhanced rating reflecting the credit enhancement provided by the Idaho Public Charter School Facilities Program. The downgrade is driven by Anser's weaker than expected enrollment trend and operating performance following its 2021 bond issuance. Social and governance considerations are a key driver of this rating action. Social considerations incorporate the school's weaker enrollment growth primarily related to demographic trends within the school's service area. Governance considerations incorporate weak fiscal practices that have resulted in an operating deficit and below sum sufficient coverage in 2024. RATINGS RATIONALE The Ba3 rating reflects Anser's high leverage and enrollment trend that has not reached expected levels after it completed an expansion project in 2022. As a result, annual debt service coverage fell below 1x in fiscal 2024. With support of the Blumm organization, a philanthropic institution that supports charter schools in Idaho, the school has made expenditure adjustments and is budgeting for 1x annual debt service coverage in fiscal 2025, but it will not meet the minimum coverage covenant. The school continues to work with the Bluum organization on financial projections with smaller enrollment, but high leverage coupled with enrollment and operating performance falling short of projections has led to negative credit pressure. Acceleration is a default remedy available to bondholders as outlined in the Loan Agreement if annual debt service falls below 1x and is not cured within a 12 month period, but written consent of the Idaho State Treasurer is required because the bonds participate in the Idaho Public Charter School Facilities Program. Favorably, the school has maintained good academic performance as an Expeditionary Learning (EL) school in the Boise metro area. The school also benefits from adequate liquidity, with 74 days cash on hand as of fiscal 2024 and stable senior management. The school has a good relationship with its authorizer, the Idaho Public Charter School Commission. In February 2024, the commission renewed the school's charter contract without conditions for a 6-year term, the longest available, expiring in June 2030. RATING OUTLOOK The negative outlook reflects continued weak operating performance in fiscal 2025. Future reviews will consider the school's ability to maintain enrollment, restore operating margins and at least meet its 1.1x debt service coverage covenant. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Sustained enrollment growth and student demand -- Material reduction in leverage with spendable cash and investments to debt over 35% -- Improvement in operating performance resulting in annual debt service coverage above 1.1x on a sustained basis FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Continued enrollment decline resulting in further operating pressure -- Material increase in leverage without commensurate increase in revenue or reserves LEGAL SECURITY The Series 2021 bonds are special, limited obligations of the Issuer payable solely from payments to be made by the school from its pledged revenues under the Loan Agreement. Pledged Revenues include State Payments and the Charter School Facility Payments allocable to the school plus all revenues, rentals, fees, third-party payments, receipts, donations, contributions and other income. Bonds are further secured by a mortgage pledge on all campus facilities and a debt service reserve fund. The bonds additionally benefit from the Idaho Public Charter School Facilities Program. The Idaho Public Charter School Facilities Program is open to charter schools that have met various academic, financial, operating and debt criteria established by statute. Participating charter schools must maintain a debt service reserve fund (DSRF) equivalent to one year of debt service and pay a onetime fee in an amount of 0.5% of par and an annual fee equal to 0.075% of the outstanding balance into the Public Charter School Facilities Program Fund (PCSFPF, more below). State statute also requires that participating charter schools direct the Idaho department of education to pay regular state aid payments owed to the school directly to the bond trustee for debt service set asides. All remaining funds shall be forwarded to the public charter school. Per statute, if there is a draw on the charter school's DSRF that is not immediately replenished, within 10 days the trustee shall notify the IHFA, the state treasurer, and the state controller of the shortfall. Within 15 days of notification, the controller shall transfer an amount equal to one month's interest from the Public Charter School Facilities Program Fund (PCSFPF) to the school's restricted debt service reserve fund. The authorizing legislation for the enhancement program also establishes the PCSFPF, held by the State Treasurer, which is available to replenish a participating school's DSRF or redeem a defaulted school's bonds. PROFILE The Anser Charter School was founded in 1998 and is located in Garden City, ID, within the Boise metro area. The school serves students in grades K-8 from one campus and offers an Expeditionary Learning (EL) education model. In fiscal 2024, the school reported $5 million in operating revenue and enrollment of 557 students. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in April 2024. APPLIED DNA: Anson Funds Management, Affiliates Report 9.9% Stake ----------------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned shares of Applied DNA Sciences, Inc.'s common stock. (a) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 1,143,104 shares of Common Stock held by the Fund. (b) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.9% of the outstanding shares of Common Stock, which includes shares of Common Stock underlying outstanding warrants held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 4.99%, and in the case of others, beneficially own more than 9.99% of the outstanding Common Stock. The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 1,143,104 by 11,442,489, which is the sum of: (i) 10,299,385 shares of Common Stock issued and outstanding, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024; and (ii) 1,143,104 the number of shares of Common Stock receivable by the Fund upon exercise of the Common Warrants. (c) Anson Funds Management LP and Anson Advisors Inc., as the co-investment advisors to the Fund, may direct the vote and disposition of the 1,143,104 shares of Common Stock held by the Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 1,143,104 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 1,143,104 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 1,143,104 shares of Common Stock held by the Fund. A full-text copy of Anson Funds' SEC Report is available at: https://tinyurl.com/kw4cwp73 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 ENERGETICS: Reports $2.37 Million Net Loss in Fiscal Q3 --------------------------------------------------------------- Applied Energetics, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2,374,685 on $747,720 of total revenue for the three months ended September 30, 2024, compared to a net loss of $1,811,178 on $712,810 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 $7,047,014 on $1,662,598 of total revenue, compared to a net loss of $5,567,422 on $1,759,433 of total revenue for the same period in 2023. As of September 30, 2024, the Company had $3,508,739 in total assets, $1,907,190 in total liabilities, and $1,601,549 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2sekhdy9 About Applied Energetics Headquartered in Tucson, Arizona, Applied Energetics, Inc. -- http://www.appliedenergetics.com-- specializes in the development and manufacture of advanced high-performance lasers and optical systems, and integrated guided energy systems, for prospective defense, national security, industrial, biomedical, and scientific customers worldwide. Las Vegas, NV-based RBSM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has suffered recurring losses from operations and will require additional capital to fund its current operating plan, that raises substantial doubt about the Company's ability to continue as a going concern. APPTECH PAYMENTS: Reports $2.03 Million Net Loss in Fiscal Q3 ------------------------------------------------------------- AppTech Payments Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2.03 million on $43,000 of total revenue for the three months ended September 30, 2024, compared to a net loss of $2.89 million on $140,000 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 $7.98 million on $224,000 of total revenue, compared to a net loss of $15.13 million on $363,000 of total revenue for the same period in 2023. As of September 30, 2024, the Company had $6.6 million in total assets, $5.2 million in total liabilities, and $1.4 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4b2cmtbk About AppTech Payments Corp. Headquartered in Carlsbad, California, AppTech Payments Corp. -- www.apptechcorp.com -- provides digital financial services for financial institutions, corporations, small and midsized enterprises, and consumers through the Company's scalable cloud-based platform architecture and infrastructure, coupled with its Specialty Payments development and delivery model. AppTech maintains exclusive licensing and partnership agreements in addition to a full suite of patented technology capabilities. San Diego, California-based DBBMcKennon, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has limited revenues and has suffered recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, Apptech reported a net loss of $18.5 million, compared to a net loss of $16.3 million for the year ended December 31, 2022. AQUA METALS: Reports $5.2 Million Net Loss in Fiscal Q3 ------------------------------------------------------- Aqua Metals, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $5.2 million for the three months ended September 30, 2024, compared to a net loss of $4.5 million for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $17.1 million, compared to a net loss of $13.9 million for the same period in 2023. As of September 30, 2024, the Company had $28.5 million in total assets, $7.6 million in total liabilities, and $20.9 million in total stockholders' equity. Looking Ahead Aqua Metals' main priority is securing long-term funding to complete Phase 1 and Phase 2 of the Sierra ARC facility, with commissioning expected within two to three quarters after securing capital. The facility site is prepped for a rapid buildout, with infrastructure in place to support an efficient, six to nine month timeline to operational readiness once funding is finalized. The Company is also advancing commercial partnerships to ensure consistent feedstock supply and additional offtake customers, building on recent samples sent to OEMs and battery material companies. In parallel, pilot operations continue to validate AquaRefining™ technology, underscoring our commitment to efficient, low-cost, and sustainable recycling solutions. Shareholders and the public can expect further updates on progress with secured funding, commercial partnerships, and operational milestones early in the new year as due diligence processes conclude. Aqua Metals remains committed to transparency and will continue to keep stakeholders informed as key milestones are achieved. "Our team has been hard at work, advancing key strategic partnerships and preparing the Sierra ARC for commercial deployment as we move forward with long-term financing and commercial discussions," said Steve Cotton, President and CEO. "This quarter's accomplishments and recent milestones showcase both the scalability of our technology and our commitment to building a financially resilient and environmentally sound recycling business. We're encouraged by the validation from industry leaders and are fully focused on bringing the Sierra ARC online to drive sustainable growth in the U.S. battery materials supply chain." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/mvuermhf About Aqua Metals Headquartered in Reno, Nevada, Aqua Metals, Inc. (NASDAQ: AQMS) -- www.aquametals.com -- is reinventing metals recycling with its patented AquaRefining technology. The Company is pioneering a sustainable recycling solution for materials strategic to energy storage and electric vehicle manufacturing supply chains. AquaRefining is a low-emissions, closed-loop recycling technology that replaces polluting furnaces and hazardous chemicals with electricity-powered electroplating to recover valuable metals and materials from spent batteries with higher purity, lower emissions, and minimal waste. Aqua Metals is based in Reno, NV and operates the first sustainable lithium battery recycling facility at the Company's Innovation Center in the Tahoe-Reno Industrial Center. New York, New York-based Forvis, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has incurred substantial operating losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. ARAMARK SERVICES: Moody's Ups CFR to Ba2 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings upgraded Aramark Services, Inc.'s corporate family rating to Ba2 from Ba3, probability of default rating to Ba2-PD from Ba3-PD, concurrently, Moody's upgraded Aramark and its subsidiaries ARAMARK Canada Ltd., Aramark Investments Limited, and ARAMARK Limited's senior secured bank credit facility ratings to Ba1 from Ba2, in addition to Aramark and Aramark International Finance Sarl's senior unsecured ratings to B1 from B2. Aramark's Speculative Grade Liquidity ("SGL") rating was upgraded to SGL-2 from SGL-3. The outlook of all entities was changed to stable from positive. Aramark is a global provider of food and facilities services to education, healthcare, business & industry, and sports, leisure & corrections clients. The CFR upgrade to Ba2 reflects Moody's expectation for sustained good revenue growth in the mid-to-high single digits, which will drive debt to EBITDA to around 3.8x by fiscal 2025 (ends September) and improvement in free cash flow to around $350 to $400 million over the next 12 months. Moody's believe revenue growth will slow somewhat relative to 2024 from lower inflation-related price increases, but will remain solid from net new business wins and strong base business growth. The upgrade of the SGL rating to SGL-2 from SGL-3 reflects Moody's view that the company's overall liquidity profile has improved, including Moody's expectations for stronger free cash flow generation. Moody's assessment includes the April 2025 maturity of the $900 million senior unsecured notes, and recognizes that the company's ability to meet this obligation using internal available cash and current committed external financing in case of a market disruption, for example, would weaken its liquidity. RATINGS RATIONALE The Ba2 CFR reflects Moody's expectations for revenue, profitability and free cash flow to improve, driving debt to EBITDA of 4.1x as of September 27, 2024 to 3.8x by fiscal 2025 (ends October 03, 2025). Management's public net leverage target of 3.0x by the end of fiscal 2025 equates to approximately 3.7x to Moody's adjusted debt to EBITDA and is a key support of the upgrade to Ba2. Moody's anticipate revenue will grow around 5% to 6% over the next 12 months and for EBITA margins to gradually improve to the mid to high 5% range or roughly 30 to 40 basis points compared to fiscal 2024. Moody's expect cash from operations will more than sufficiently cover capital investments, capital expenditures, the regular shareholder dividend and required debt amortization. Moody's also anticipate comparable free cash flow metrics compared to many other business service companies also rated in the Ba2 rating category. The rating also incorporates Moody's expectation that management will maintain balanced financial policies in regard to its leverage target, particularly as it addresses its April 2025 debt maturities. All financial metrics cited reflect Moody's standard adjustments. Moody's consider Aramark's business generally stable and predictable, with long term contracts and fixed asset investments providing high revenue visibility and meaningful competitive barriers. Aramark faces a competitive environment against other large food and facilities services providers, but Moody's anticipate the company will maintain market share and remain well positioned to win new customers. Aramark is a leading provider of food and support services in the United States and has operations in 15 other countries. Aramark provides services on a more limited basis in several additional countries and in offshore locations. Aramark's operations feature thousands of highly recurring customer contracts, providing strong support for the ratings. Aramark's fiscal 2024 performed well, with revenue growing nearly 8% versus the prior year with the strongest growth in business & industry, and sports, leisure, & corrections, and Europe. The company has demonstrated the ability to pass pricing increases to customers and manage costs such that trailing twelve month EBITA margins have grown to 5.3% from 4.6% over the past year. The upgrade of the senior secured credit facilities to Ba1 from Ba2, one notch above the Ba2 CFR, reflects the upgrade of the PDR to Ba2-PD from Ba3-PD and its priority position in the capital structure. The debt is secured by a pledge of substantially all of the company's domestic assets (other than excluded entities and excluding accounts receivable pledged for the ABL facility) and 65% of the stock of foreign subsidiaries. These creditors benefit from loss absorption provided by the substantial amount of junior ranking debt and non-debt obligations. The upgrade of the senior unsecured notes to B1 from B2, two notches below the Ba2 CFR, reflects the upgrade of the PDR to Ba2-PD from Ba3-PD and the unsecured notes subordination to the secured debt. The senior unsecured notes are guaranteed by substantially all of the domestic subsidiaries of the company (excluding the securitization subsidiary). The SGL-2 speculative grade liquidity rating reflects Aramark's good liquidity profile, including Moody's anticipation of around $375 million of free cash flow during the next 12 months, $1.3416 billion in revolving credit facility availability on its $1.4 billion facility expiring in 2029 and $672.5 million of cash on hand at September 27, 2024. The company also has access to an undrawn $600 million accounts receivable securitization facility maturing in July 2026. The revolving credit facility has a net senior secured debt to EBITDA covenant of 3.5x, and Moody's expect Aramark will maintain a good cushion with the covenant over the next 12 to 18 months. The fiscal first quarter is typically a seasonal borrowing peak for Aramark and the fiscal fourth quarter is the seasonal low. Moody's anticipate the company will raise additional debt to repay its remaining 2025 maturing debt, but could also use a portion of internal cash or revolver borrowings to help satisfy the obligation. The stable outlook reflects Moody's anticipation of good revenue growth driving debt to EBITDA to 3.8x in fiscal 2025. Moody's expect the company will maintain balanced financial strategies, and generate around $375 million of free cash flow during the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expect Aramark will maintain debt to EBITDA below 3.5x, EBITA margins above 7%, retained cash flow to net debt above 20%, and a commitment to more conservative financial strategies. The ratings could be downgraded if Moody's expect revenue growth to slow, EBITA margins to remain below 6%, liquidity deteriorates including retained cash flow to net debt sustained below 15%, or debt to EBITDA is maintained around 4.5x or higher. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Aramark (NYSE:ARMK), based in Philadelphia, PA, is a global provider of food and facilities services to education, healthcare, business & industry, and sports, leisure & corrections clients. Moody's expect fiscal 2025 (ends September) revenue of around $18.4 billion. ARENA GROUP: Posts $4 Million Net Income in Fiscal Q3 ----------------------------------------------------- The Arena Group Holdings, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $4 million on $33.6 million of total revenue for the three months ended September 30, 2024, compared to a net loss of $11.2 million on $37 million 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 $107.6 million on $89.7 million of total revenue, compared to a net loss of $50 million on $99.5 million of total revenue for the same period in 2023. As of September 30, 2024, the Company had $114.2 million in total assets, $251.5 million in total liabilities, $168,000 in mezzanine equity, and $137.5 million in total stockholders' deficiency. "The financial results for Q3 2024 reflect the strength of the new, leaner, more efficient Arena Group," said The Arena Group CEO, Sara Silverstein. "We're achieving meaningful revenue diversification, including a significant increase in e-commerce and other revenue, enabling a substantial improvement in profitability. We generated higher gross margins, returned to positive operating income, and delivered our first-ever quarter of positive net income." "Our business transformation plan has focused on a restructuring and investments in tech and editorial," added Silverstein. "We're building a modern media company that not only creates great content, but also delivers strong results for our partners and drives diversified revenue and sustainable profits. We generated more than $13.6 million higher income from continuing operations on $3.4 million in lower revenue as we shed unprofitable operations. We believe we now have a stable, profitable platform for growth." After cutting an expected $40 million in costs on an annual basis, while leaving its editorial and technology teams largely in place, Arena's transformation has focused on growth, audience development, diversifying revenue and a strong balance sheet. This includes advancements in tech that help its partners better reach and leverage the company's 100 million monthly users, not only for advertising but also for e-commerce. Arena's investment in obtaining first-party data – via its proprietary platform – provides industry-leading addressability and monetization. Arena's affiliate commerce business increased 287% during the six months Q2-Q3 2024 versus the same period last year with significant growth in real, organic traffic to commerce posts and deeper relationships with retail partners who see the value of the highly-transactional audiences. While expanding the company's range of commerce coverage, it has also improved revenue per post 57% Q3 2024 vs Q2 2024 as the company has become a trusted partner to top-tier merchants. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/ypzfet9r About The Arena Group Headquartered in New York, The Arena Group Holdings, Inc. -- www.thearenagroup.net -- is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media platform empowering publishers who impact, inform, educate, and entertain. The Company's strategy is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance), leveraging the strength of its core brands to grow its audience and increase monetization both within its core brands and for its media publisher partners. The Company's focus is on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 40 owned and operated properties, as well as properties it runs on behalf of independent Publisher Partners. The Company owns and operates TheStreet, The Spun, Parade, and Men's Journal, and powers more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation. Arena Group Holdings reported a net loss of $55.6 million for the year ended December 31, 2023, compared to a net loss of $70.9 million for the year ended December 31, 2022. New York, NY-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and may need to restructure its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ASHFORD HOSPITALITY: CastleKnight, 5 Others Hold 9.2% Stake ----------------------------------------------------------- CastleKnight Master Fund LP disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, the firm and its affiliated entities -- CastleKnight Fund GP LLC, CastleKnight Management LP, CastleKnight Management GP LLC, Weitman Capital LLC, and Manager Aaron Weitman -- beneficially owned 4,609,445 shares of Ashford Hospitality Trust, Inc.'s common stock, representing 9.2% of the shares outstanding. CastleKnight Master Fund LP may be reached at: Maples Corporate Services Limited P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: 212-852-6300 A full-text copy of CastleKnight Master's SEC Report is available at: https://tinyurl.com/5e6fu7ks About Ashford Hospitality Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. Ashford Hospitality Trust reported a net loss of $180.73 million for the year ended Dec. 31, 2023, compared to a net loss of $141.06 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $3.46 billion in total assets, $3.69 billion in total liabilities, $22.01 million in redeemable noncontrolling interests in operating partnership, $79.98 million in Series J Redeemable Preferred Stock, $0.01 par value (3,475,318 shares issued and outstanding at December 31, 2023), $4.78 million in Series K Redeemable Preferred Stock, $0.01 par value (194,193 shares issued and outstanding at December 31, 2023), and $331.04 million in total deficit. * * * Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. On March 1, 2024, the Company received notice that the hotel properties securing the KEYS Pool A and KEYS Pool B loans had been transferred to a court-appointed receiver. On March 6, 2024, the Company sold the Residence Inn Salt Lake City in Salt Lake City, Utah, for $19.2 million in cash. As reported by the TCR on April 22, the Company closed on the sale of the 390-room Hilton Boston Back Bay in Boston, Massachusetts, for $171 million. On April 29, it closed on the sale of the 85-room Hampton Inn in Lawrenceville, Georgia, for $8.1 million. On May 27, Ashford closed a $267 million refinancing of the mortgage loan for the 673-room Renaissance Hotel in Nashville, Tennessee, which had a final maturity date of March 2026. On June 14, the Company closed on the sale of the 90-room Courtyard located in Manchester, Connecticut, for $8 million. ASPIRA WOMEN'S: Armistice, Steven Boyd Hold 7.76% Equity Stake -------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned an aggregate amount of 1,256,000 shares of Aspira Women's Health Inc.'s Common Stock, representing 7.76% of the shares outstanding. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital, LLC may be reached at: Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Tel: (212) 231-4932 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/59rzdytf About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases. OvaWatch and Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they provide a comprehensive portfolio of blood tests to aid in the detection of ovarian cancer for the 1.2+ million American women diagnosed with an adnexal mass each year. OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian malignancy in women planned for surgery. Boston, Massachusetts-based BDO USA, P.C., the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raises substantial doubt about its ability to continue as a going concern. Aspira Women's Health reported a net loss of $16.69 million for the year ended Dec. 31, 2023, compared to a net loss of $29.88 million for the year ended Dec. 31, 2022. As of June 30, 2024, Aspira Women's Health had $3.96 million in total assets, $7.67 million in total liabilities, and $3.7 million in total stockholders' deficit. BED BATH & BEYOND: Settles 401(k) Plan Fee Dispute -------------------------------------------------- Kellie Mejdrich of Law360 reports that Bed Bath & Beyond has reached a settlement in a lawsuit filed by employees accusing the company of mismanaging its 401(k) plan, according to a joint filing submitted Monday, December 9, 2024, in a New Jersey federal court. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing Chapter 11 cases, implementing full-scale wind-downs of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond, and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind-down of operations. The cases are pending before the Honorable Vincent F. Papalia and requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BELFOR HOLDINGS: Moody's Lowers CFR & Senior Secured Debt to B2 --------------------------------------------------------------- Moody's Ratings downgraded the ratings of Belfor Holdings, Inc. including the corporate family rating to B2 from B1 and the probability of default rating to B2-PD from B1-PD. Moody's also downgraded Belfor's backed senior secured bank credit facility ratings to B2 from B1. The outlook is stable. The downgrade of Belfor's ratings reflects Moody's view that the company will continue to operate with very high financial leverage and low interest coverage that is indicative of an aggressive financial policy. Debt-to-EBITDA will remain above 6.0 times through the end of 2025 while EBITDA-to-interest will remain below 2.0 times. Cash interest expense will be around $125 million in 2025. However, Moody's expect Belfor will have about $90 million of free cash flow in 2025. The stable outlook reflects Moody's expectation for healthy demand for Belfor's services supported by a good backlog and hurricane related activity. This will enable Belfor to maintain good liquidity and generate positive free cash flow to support debt repayment over the next year. RATINGS RATIONALE Belfor's B2 CFR reflects the company's high financial leverage and low interest coverage. Earnings can fluctuate significantly because of the irregularity of large-scale disaster recovery projects from major weather events, such as hurricanes, which are higher margin and drive better than average credit metrics. Belfor is also exposed to material foreign exchange fluctuations (about 40% of revenue is generated outside the US) and has key-man risk. In addition, Belfor's working capital needs can increase substantially as revenue grows because of the protracted length in collecting outstanding receivables from insurers. Belfor is competitively well positioned in the highly fragmented property damage restoration industry based on its large scale, good technical capabilities and broad geographic coverage. This gives the company operational flexibility to meet surges in demand and benefit from more profitable, but also more infrequent, hurricane related work. Belfor is winning new business from two hurricanes that hit the Southeast US in 2024 and caused significant property damage. The company's capabilities have helped it sustain long established customer relationships with large corporations and property and casualty insurers that provide a large base of recurring revenue. Belfor's good liquidity is supported by a cash and short-term investment balance of $129.6 million at September 30, 2024 and $257.2 million of availability under an undrawn $300 million revolving credit facility. Moody's expect free cash flow to approximate $90 million over the next year, which will be used to support tuck-in acquisitions, debt paydown and reinvestment in the business. Although revenue and profit margin will increase from hurricane work, so too will working capital requirements, which will constrain free cash flow in certain periods. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded by weaker than expected free cash flow or diminishing revolver availability. In addition, if debt-to-EBITDA does not improve from current levels, or EBIT margin is sustained below 4.5%, the ratings could be downgraded. Debt funded acquisitions or shareholder distributions that increase leverage or weaken liquidity could also result in a ratings downgrade. The ratings could be upgraded if debt-to-EBITDA is sustained below 5.0 times and EBITDA-to-interest is sustained above 2.0 times. An upgrade of the rating would also require strong free cash flow and evidence of a commitment to a conservative financial policy. The principal methodology used in these ratings was Environmental Services and Waste Management published in August 2024. Belfor Holdings, Inc. through its subsidiaries is a global damage recovery and restoration provider offering its services to insurance companies, insurance intermediaries, industrial, commercial and residential customers. The company was acquired via LBO by funds affiliated with American Securities, a private equity firm, in April 2019. BERGIO INTERNATIONAL: Swings to $1.8-Mil. Net Income in Fiscal Q3 ----------------------------------------------------------------- Bergio International, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $1,832,894 on $684,571 of net revenue for the three months ended September 30, 2024, compared to a net loss of $495,525 on $767,060 of net revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net income of $1,262,959 on $2,038,109 of net revenue, compared to a net loss of $2,006,026 on $2,777,244 of net revenue for the same period in 2023. As of September 30, 2024, the Company had $4,921,016 in total assets, $5,533,338 in total liabilities, and $612,322 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/msjdu8tz About Bergio International Bergio International, Inc. is based in Fairfield, New Jersey, and specializes in the design, manufacturing, and distribution of fine jewelry primarily within the United States. Olayinka Oyebola & Co., based in Lagos, Nigeria, has been the company's auditor since 2023. In its report dated March 21, 2024, the auditor issued a "going concern" qualification, noting the company's accumulated deficit of $23.8 million, a net loss of $6.6 million, and a negative working capital of $4.35 million. These issues raise substantial doubt about Bergio International's ability to continue as a going concern. BETTER CHOICE: Reports $1.5 Million Net Income in Fiscal Q3 ----------------------------------------------------------- Better Choice Company Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net income of $1.5 million on $11.4 million of net sales for the three months ended September 30, 2024, compared to a net loss of $1.6 million on $13.1 million of net sales for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net income of $1.3 million on $27.8 million of net sales, compared to a net loss of $8.1 million on $32.9 million of net sales for the same period in 2023. As of September 30, 2024, the Company had $17.2 million in total assets, $6.9 million in total liabilities, and $10.3 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/ycytsjsx About Better Choice Better Choice Company Inc. is headquartered in Tampa, Florida, and focuses on pet health and wellness. The company is known for its premium pet products under the Halo brand, including Halo Holistic, Halo Elevate, and the rebranded TruDog products. BDO USA, P.C., based in Tampa, Florida, has been the company's auditor since 2021. In its report dated April 12, 2024, BDO USA issued a "going concern" qualification. The report highlighted that the company has consistently incurred operating losses, had an accumulated deficit, and failed to meet certain financial covenants as of December 31, 2023. These factors raise substantial doubt about Better Choice's ability to continue as a going concern for the twelve months after the filing of the report. BIOLARGO INC: Reports $1.1 Million Net Loss in Fiscal Q3 -------------------------------------------------------- BioLargo, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.1 million on $4.4 million of total revenue for the three months ended September 30, 2024, compared to a net loss of $1.5 million on $2.7 million 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 $2.6 million on $14.1 million of total revenue, compared to a net loss of $3.6 million on $7.9 million of total revenue for the same period in 2023. As of September 30, 2024, the Company had $10.3 million in total assets, $4.3 million in total liabilities, and $6 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2yahwn7s About BioLargo Inc. BioLargo, Inc. is based in Westminster, California, and operates in the cleantech and life sciences sectors. The company focuses on technologies for addressing PFAS contamination, advanced water and wastewater treatment, odor and VOC control, air quality improvement, energy efficiency, and infection control. Its strategy includes inventing or acquiring novel technologies, developing them into products, and leveraging licensing and partnerships to extend their commercial reach. Hacker, Johnson & Smith PA, based in Orlando, Florida, has been the company's auditor since 2023. In its report dated April 1, 2024, the firm issued a "going concern" qualification. The report noted BioLargo's recurring operational losses, negative cash flow, and significant accumulated deficit, which raise substantial doubt about the company's ability to continue as a going concern. BIOMERICA INC: Granahan Investment Management Holds 3.14% Stake --------------------------------------------------------------- Granahan Investment Management, LLC disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it beneficially owned 527,461 shares of Biomerica, Inc.'s common stock, representing 3.14% of the shares outstanding. Granahan Investment Management may be reached at: Brian Granahan Chief Compliance Officer Wyman Street, Suite 460 Waltham, MA 02451 Tel: 781-890-4412 A full-text copy of Granahan Investment's SEC Report is available at: https://tinyurl.com/mrkpmfk4 About Biomerica, Inc. Irvine, Calif.-based Biomerica, Inc. is a global biomedical technology company that develops, patents, manufactures and markets advanced diagnostic and therapeutic products. Its diagnostic test kits are utilized in the analysis of blood, urine, nasal, or fecal samples for the diagnosis of various diseases, food intolerances, and other medical conditions. Irvine, Calif.-based Haskell & White LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Aug. 28, 2024, citing that the Company has experienced recurring losses and negative cash flows from operations and has an accumulated deficit and limited liquid resources. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Aug. 31, 2024, Biomerica had $7.87 million in total assets, $2.52 million in total liabilities, and $5.35 million in total shareholders' equity. BIOREGENX INC: Lowers Net Loss to $394,860 in Fiscal Q3 ------------------------------------------------------- BioRegenx, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $394,860 on $596,037 of net sales for the three months ended September 30, 2024, compared to a net loss of $2,519,035 on $794,544 of net sales for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $4,653,446 on $1,879,617 of net sales, compared to a net loss of $3,343,334 on $2,733,407 of net sales for the same period in 2023. As of September 30, 2024, the Company had $17,361,364 in total assets, $3,800,594 in total liabilities, and $13,560,770 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4a32a8at About BioRegenx Chattanooga, Tenn.-based BioRegenx, Inc. develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations. Going Concern The Company has recurring losses from operations and cash flow deficits from its operations since inception and has had to raise funds through equity offerings or borrowings to continue operating. These factors raise substantial doubt about the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity financing. BIOSIG TECHNOLOGIES: Armistice, Steven Boyd Hold 4.99% Equity Stake ------------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned an aggregate amount of 854,951 shares of BioSig Technologies, Inc.'s Common Stock, representing 4.99% of the shares outstanding. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Company directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital, LLC may be reached at: Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Tel: (212) 231-4932 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/5bfjxjtp 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. As of September 30, 2024, the Company had $1.4 million in total assets, $1.7 million in total liabilities, $105,000 in Commitments and contingencies, and $388,000 in total deficit. As of September 30, 2024, the Company had cash of $0.6 million and working capital deficit of $0.9 million. During the nine months ended September 30, 2024, the Company used net cash in operating activities of $4.3 million. These balances create a liquidity concern, which in turn raises substantial doubt about the Company’s ability to continue as a going concern. BIOSIG TECHNOLOGIES: Posts $1.9 Million Net Loss in Fiscal Q3 ------------------------------------------------------------- BioSig Technologies, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.9 million on with no revenue for the three months ended September 30, 2024, compared to a net loss of $4.1 million on $1,000 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 $9.2 million on $27,000 of total revenue, compared to a net loss of $22.6 million on $6,000 of total revenue for the same period in 2023. As of September 30, 2024, the Company had $1.4 million in total assets, $1.7 million in total liabilities, $105,000 in Commitments and contingencies, and $388,000 in total deficit. As of September 30, 2024, the Company had cash of $0.6 million and working capital deficit of $0.9 million. During the nine months ended September 30, 2024, the Company used net cash in operating activities of $4.3 million. These balances create a liquidity concern, which in turn raises substantial doubt about the Company’s ability to continue as a going concern. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yhcntmxc 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. BIOSIG TECHNOLOGIES: Registers Up to $75MM in Securities Offering ----------------------------------------------------------------- BioSig Technologies, Inc., filed a preliminary prospectus on Form S-3 dated December 9, 2024, with the U.S. Securities and Exchange Commission disclosing that the Company may offer and sell from time to time, in one or more series or issuances and on terms that the Company will determine at the time of the offering, any combination of the securities described in the prospectus, up to an aggregate amount of $75,000,000. The Company's common stock is listed on The Nasdaq Capital Market under the symbol "BSGM." On December 9, 2024, the reported sale price of the Company's common stock was $1.10 per share as reported on The Nasdaq Capital Market. The Company says pursuant to General Instruction I.B.6 of Form S-3, in no event will it sell its common stock in a public primary offering with a value exceeding more than one-third of its public float in any 12-month period so long as our public float remains below $75.0 million. The aggregate market value of the shares of common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $34.72 million, which was calculated based on 15,572,226 shares of common stock outstanding held by non-affiliates and at a price of $2.23 per share, the closing price of the Company's common stock on November 11, 2024, a date that is within 60 days of the filing date of the prospectus. The Company has not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of the prospectus. A full-text copy of the Prospectus is available at https://urlcurt.com/u?l=xjIpCV 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. BIOTRICITY INC: Posts $1.65 Million Net Loss in Second Quarter -------------------------------------------------------------- Biotricity Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to common stockholders of $1.65 million on $3.27 million of revenue for the three months ended Sept. 30, 2024, compared to a net loss attributable to common stockholders of $3.88 million on $2.89 million of revenue for the three months ended Sept. 30, 2023. For the six months ended Sept. 30, 2024, the Company reported a net loss attributable to common stockholders of $8.60 million on $6.47 million of revenue compared to a net loss attributable to common stockholders of $7.48 million on $5.91 million of revenue for the same period during the prior year. As of Sept. 30, 2024, the Company had $5.29 million in total assets, $34.17 million in total liabilities, $2.29 million in mezzanine equity, and a total stockholders' deficiency of $31.17 million. Biotricity stated, "Management has noted the existence of substantial doubt about our ability to continue as a going concern. Additionally, our independent registered public accounting firm included an explanatory paragraph in the report on our financial statements as of and for the years ended March 31, 2024, and 2023, respectively, noting the existence of substantial doubt about our ability to continue as a going concern. Our existing cash deposits may not be sufficient to fund our operating expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise our ability to execute our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not achieved, we believe planned expenditure may need to be reduced in order to extend the time period that existing resources can fund our operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether." Management Comments Dr. Waqaas Al-Siddiq, Biotricity's founder & CEO, said, "In the second quarter of fiscal 2025, we continued our mission to produce transformative healthcare technologies, while demonstrating our strong commitment to automation, operational efficiency and financial discipline. Our primary focus remains on driving revenue and margins, and we were pleased to see these metrics trend upwards. This quarter, we continued to leverage our data intelligently, optimizing patient outcomes through continuous development and advancement of our innovative diagnostic solutions. "Our Biocore suite of products, combined with our robust platform, continues to improve in response to feedback received from cardiologists and electrophysiologists who seek to provide superior patient care. We have now recorded hundreds of billions of heartbeats as part of our Cardiac AI cloud. Over the past two years, our solutions have made a significant impact, with more than 50K atrial fibrillation (Afib) diagnoses, a leading cause of stroke. Our technology offers patients the prospect of earlier medical intervention, producing substantial healthcare savings for both patients and the healthcare system. "Building on this success, Biotricity has expanded our AI technology development in remote cardiac care, harnessing proprietary AI technology to develop a suite of predictive remote monitoring tools that enhance new disease profiling, improve patient management, and revolutionize disease prevention. The results for our second quarter demonstrate year-over-year revenue growth and improvements in all key operating metrics- specifically in recurring technology fees, device sales, and gross margins. Throughout this, we've maintained a strong focus on cost control and expense management, and we continue to make consistent progress towards our goal of achieving positive cash flow and profitability." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1630113/000149315224046028/form10-q.htm About Biotricity Headquartered inRedwood City, CA, Biotricity Inc. -- www.biotricity.com -- is a medical technology company focused on biometric data monitoring solutions. Biotricity is reforming the healthcare market by bridging the gap in remote monitoring and chronic care management. Doctors and patients trust Biotricity's standard for preventive & personal care, including diagnostic and post-diagnostic solutions for chronic conditions. The Company develops comprehensive remote health monitoring solutions for the medical and consumer markets. Richmond Hill, Ontario, Canada-based SRCO Professional Corporation, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 26, 2024, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BIOXCEL THERAPEUTICS: Narrows Net Loss to $13.7-Mil. in Fiscal Q3 ----------------------------------------------------------------- BioXcel Therapeutics, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $13.7 million on $214,000 of product net revenue for the three months ended September 30, 2024, compared to a net loss of $50.5 million on $341,000 of product net revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $48.7 million on $1.9 million of product net revenue, compared to a net loss of $156.8 million on $1 million of product net revenue for the same period in 2023. As of September 30, 2024, the Company had $48.9 million in total assets, $134.5 million in total liabilities, and $85.6 million in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3c3exjaj About BioXcel Therapeutics Headquartered in New Haven, Conn., BioXcel Therapeutics, Inc., is a biopharmaceutical company utilizing artificial intelligence to develop transformative medicines in neuroscience and, through the Company's wholly owned subsidiary, OnkosXcel Therapeutics LLC, immuno-oncology. The Company is focused on utilizing cutting-edge technology and innovative research to develop high-value therapeutics aimed at transforming patients' lives. The Company employs various AI platforms to reduce therapeutic development costs and potentially accelerate development timelines. Stamford, Conn.-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 22, 2024, citing that the Company has suffered recurring losses from operations, has used significant cash in operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. BIP PIPECO: $50MM Incremental Loan No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------------- Moody's Ratings said BIP PipeCo Holdings, LLC's (BIP PipeCo, Ba3 stable) ratings and outlook are not affected by the announcement that the company is seeking a $50 million incremental term loan. The company is concurrently seeking to reprice the term loan. The $50 million increase in the term loan will raise the total balance to $523 million as of Sept 30, 2024, on a pro forma basis (before considering the $7 million loan principal repayment in Q4 2024). Moody's expect a lower cost of borrowing due to declining market interest rates and a decrease in the interest margin, coupled with better than expected operating performance will offset the increase in loan principal balance, resulting in credit metrics consistent with the existing ratings. The incremental term loan, which will fund a distribution to the company's owners, is subject to obtaining lender commitments and obtaining the necessary approval from existing credit facility lenders. The additional debt will have a limited impact on the company's projected credit metrics, which are expected to remain supportive of the Ba3 corporate family rating and term loan rating. Higher EBITDA and a decline in interest costs will offset the impact on credit metrics of the $50 million add-on term loan. BIP PipeCo's leverage (debt/EBITDA) was approximately 6.3x as of September 30, 2024, (as calculated using BIP PipeCo's proportionate share (25%) of NGPL PipeCo LLC's (NGPL, Baa3 stable) debt plus the BIP PipeCo debt divided by its proportionate share of NGPL's EBITDA). Pro forma for the $50 million add-on term loan and recent principal repayments on the existing term loan, leverage was ~6.7x, which is consistent with the company's initial projections when the company established the term loan in 2023. BIP PipeCo's interest coverage (as calculated using BIP PipeCo's proportionate share (25%) of NGPL's EBITDA divided by its proportionate share of NGPL's interest expense plus the BIP PipeCo's interest expense) for 2025 will be approximately 2.6x, which is stronger than the interest coverage projected for 2025 when Moody's originally rated the term loan in 2023. NGPL 's operating performance and distributions to BIP PipeCo have outperformed Moody's initial expectations when BIP PipeCo initially entered into its term loan in November 2023, resulting in more favorable credit metrics in 2024. Moody's expect BIP PipeCo to continue to reduce the term loan balance through mandatory amortization payments as well as through payments under the credit agreement's excess cash flow sweep. Distributions to BIP PipeCo will more than cover its debt service requirements as a result of funding of NGPL capital projects with debt at NGPL or capital contributions, and future modest growth in distributions from NGPL. BIP PipeCo Holdings, LLC is a holding company wholly-owned by Brookfield Infrastructure Partners, LP. It owns a 25 percent stake in NGPL PipeCo LLC, a holding company that wholly owns Natural Gas Pipe Company of America LLC, which is an interstate pipeline regulated by the Federal Energy Regulatory Commission (FERC). NGPL is jointly owned by Brookfield Infrastructure Partners, LP (BIP PipeCo Holdings, LLC, 25% stake), funds managed by ArcLight (AL NGPL Holdings LLC, Ba3 stable, 37.5% stake) and Kinder Morgan, Inc. (Baa2 stable, 37.5% stake), a large midstream energy company that operates the NGPL pipeline assets. BLUE STAR: Board Approves Stock Buyback Program for up to $1.5M --------------------------------------------------------------- Blue Star Foods Corp. announced that on Nov. 22, 2024, the Board of Directors of the Company approved and authorized a stock repurchase program, pursuant to which the Company intends to repurchase up to $1.5 million of its common stock, from time to time, in the open market. The timing and amount of any repurchases will depend on a variety of factors, including price, trading volume, general market conditions, and other corporate considerations. The repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended, modified, or discontinued at any time without prior notice. The Repurchase Program will terminate no later than Nov. 22, 2025. John Keeler, Chairman and CEO of Blue Star Foods, commented, "We are pleased to announce this stock buyback program, which reflects our confidence in the strong and growing business of Blue Star. We believe our stock is significantly undervalued. This buyback program represents an attractive opportunity to return value to our shareholders." In furtherance of the Board's authorization and as part of the Company's over-all market strategy, the Company is presently evaluating brokerage firms or other banking institutions to act as a depository for the repurchased common stock. There is not fixed timeline for when this will occur and when the Repurchase Program will commence. About Blue Star Foods Corp. Headquartered in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS) that processes, packages and sells high-value seafood products. The Company believes it utilizes best-in-class technology, in both resource sustainability management and traceability, and ecological packaging. The Company also owns and operates the oldest continuously operating Recirculating Aquaculture System (RAS) full grow-out salmon farm in North America. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BLUE STAR: Files Resale Registration Statement with the SEC ----------------------------------------------------------- Blue Star Foods Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Nov. 19, 2024, it filed a resale registration statement on Form S-1 with the Securities and Exchange Commission which was declared effective on Nov. 27, 2024. The resale registration statement was filed pursuant to a registration rights agreement with certain investors. As part of the Company's strategic initiatives, the Company closed a private placement offering in August 2024 whereby it issued promissory notes in the aggregate principal amount of $550,000. The registration rights agreement was a part of the private placement offering. The investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale under a registration statement of the Company or (ii) the date that is six months after the issue date, to convert all or any portion of the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of the Company's common stock. The conversion price is $1.50 per share, subject to adjustments. The Company said these steps reflect its commitment to optimizing its financial strategies while reinforcing its dedication to maintaining a strong and stable fiscal outlook. About Blue Star Foods Corp. Headquartered in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS) that processes, packages and sells high-value seafood products. The Company believes it utilizes best-in-class technology, in both resource sustainability management and traceability, and ecological packaging. The Company also owns and operates the oldest continuously operating Recirculating Aquaculture System (RAS) full grow-out salmon farm in North America. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BLUE STAR: Reports $1.3 Million Net Loss in Fiscal Q3 ----------------------------------------------------- Blue Star Foods Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1,325,147 on $884,283 of net revenue for the three months ended September 30, 2024, compared to a net loss of $445,813 on $1,561,679 of net revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $4,260,209 on $4,921,170 of net revenue, compared to a net loss of $3,848,950 on $5,115,680 of net revenue for the same period in 2023. As of September 30, 2024, the Company had $7,837,292 in total assets, $3,111,973 in total liabilities, and $4,725,319 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/5fcyp483 About Blue Star Foods Corp. Blue Star Foods Corp., headquartered in Miami, Florida, is an international seafood company that imports, packages, and sells refrigerated pasteurized crab meat and other premium seafood products. The Company's current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, the Philippines, and China, and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff, and Coastal Pride Fresh. The Company also distributes steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. The Company sells primarily to food service distributors, wholesalers, retail establishments, and seafood distributors. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BLUE STAR: Widens Net Loss to $1.33 Million in Third Quarter ------------------------------------------------------------ Blue Star Foods Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.33 million on $884,283 of net revenue for the three months ended Sept. 30, 2024, compared to a net loss of $445,813 on $1.56 million of net revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $4.26 million on $4.92 million of net revenue compared to a net loss of $3.85 million on $5.12 million of net revenue for the same period during the prior year. As of Sept. 30, 2024, the Company had $7.84 million in total assets, $3.11 million in total liabilities, and $4.73 million in total stockholders' equity. "For the nine months ended September 30, 2024, the Company incurred a net loss of $4,260,209 and had an accumulated deficit of $38,070,941. These factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company's ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company," Blue Star said in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315224046037/form10-q.htm About Blue Star Foods Corp. Headquartered in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS) that processes, packages and sells high-value seafood products. The Company believes it utilizes best-in-class technology, in both resource sustainability management and traceability, and ecological packaging. The Company also owns and operates the oldest continuously operating Recirculating Aquaculture System (RAS) full grow-out salmon farm in North America. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BLUEBIRD BIO: Alyeska Investment No Longer Holds Over 5% Stake -------------------------------------------------------------- Alyeska Investment Group, L.P. and affiliates -- Alyeska Fund GP, LLC and Anand Parekh -- disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they ceased to be the beneficial owner of more than five percent of bluebird bio, Inc.'s common stock. A full-text copy of Alyeska Investment's SEC Report is available at: https://tinyurl.com/37cx6bp4 About bluebird bio, Inc. bluebird bio, Inc. was incorporated in Delaware on April 16, 1992, and is headquartered in Somerville, Massachusetts. The Company is a biotechnology firm dedicated to researching, developing, and commercializing potentially curative gene therapies for severe genetic diseases based on its proprietary lentiviral vector gene addition platform. Since its inception, bluebird bio has focused nearly all its resources on research and development efforts related to its product candidates and the commercialization of its approved products, including activities to manufacture product candidates, conduct clinical studies, perform preclinical research, provide administrative support, and market and commercially manufacture its approved products. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated September 13, 2024, citing that the Company has suffered recurring operating losses and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern. bluebird bio had a net loss of $211.9 million for the year ended December 31, 2023, and an accumulated deficit of $4.3 billion as of December 31, 2023. As of June 30, 2024, bluebird bio had $545.2 million in total assets, $492.2 million in total liabilities, and $53 million in total stockholders' equity. BLUEBIRD BIO: Granahan Investment No Longer Holds Over 5% Stake --------------------------------------------------------------- Granahan Investment Management LLC disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it ceased to be the beneficial owner of more than five percent of bluebird bio, Inc.'s common stock. Granahan Investment Management may be reached at: Brian Granahan Chief Compliance Officer Wyman Street, Suite 460 Waltham, MA 02451 Tel: 781-890-4412 A full-text copy of Granahan Investment's SEC Report is available at: https://tinyurl.com/2a4538xn About bluebird bio, Inc. bluebird bio, Inc. was incorporated in Delaware on April 16, 1992, and is headquartered in Somerville, Massachusetts. The Company is a biotechnology firm dedicated to researching, developing, and commercializing potentially curative gene therapies for severe genetic diseases based on its proprietary lentiviral vector gene addition platform. Since its inception, bluebird bio has focused nearly all its resources on research and development efforts related to its product candidates and the commercialization of its approved products, including activities to manufacture product candidates, conduct clinical studies, perform preclinical research, provide administrative support, and market and commercially manufacture its approved products. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated September 13, 2024, citing that the Company has suffered recurring operating losses and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern. bluebird bio had a net loss of $211.9 million for the year ended December 31, 2023, and an accumulated deficit of $4.3 billion as of December 31, 2023. As of June 30, 2024, bluebird bio had $545.2 million in total assets, $492.2 million in total liabilities, and $53 million in total stockholders' equity. BLUEBIRD BIO: Registers Additional 15MM Shares Under Incentive Plan ------------------------------------------------------------------- bluebird bio, Inc. disclosed in a Form S-8 filed with the U.S. Securities and Exchange Commission that the stockholders of the Company approved an amendment and restatement of the Company's 2023 Incentive Award Plan, which, among other things, increased the aggregate number of shares authorized for issuance under the 2023 Plan by 15,000,000 shares to 20,200,000 shares. The Company filed a Registration Statement on Form S-8 is being filed for the purpose of registering the additional 15,000,000 shares of the Company's common stock to be issued pursuant to the 2023 Plan and for which a registration statement filed on Form S-8 by the Company is effective. A full-text copy of the Registration Statement is available at: https://tinyurl.com/mpmbsdbc About bluebird bio, Inc. bluebird bio, Inc. was incorporated in Delaware on April 16, 1992, and is headquartered in Somerville, Massachusetts. The Company is a biotechnology firm dedicated to researching, developing, and commercializing potentially curative gene therapies for severe genetic diseases based on its proprietary lentiviral vector gene addition platform. Since its inception, bluebird bio has focused nearly all its resources on research and development efforts related to its product candidates and the commercialization of its approved products, including activities to manufacture product candidates, conduct clinical studies, perform preclinical research, provide administrative support, and market and commercially manufacture its approved products. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated September 13, 2024, citing that the Company has suffered recurring operating losses and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern. bluebird bio had a net loss of $211.9 million for the year ended December 31, 2023, and an accumulated deficit of $4.3 billion as of December 31, 2023. BLUEBIRD BIO: Reports Net Loss of $60.8 Million in Fiscal Q3 ------------------------------------------------------------ bluebird bio, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $60.8 million on $10.6 million of total revenue for the three months ended September 30, 2024, compared to a net loss of $87.2 million on $12.4 million 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 $212 million on $45.3 million of total revenue, compared to a net loss of $131.1 million on $21.7 million of total revenue for the same period in 2023. As of September 30, 2024, the Company had $465.1 million in total assets, $470.8 million in total liabilities, and $5.8 million in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/a8kvhywr About bluebird bio, Inc. bluebird bio, Inc. was incorporated in Delaware on April 16, 1992, and is headquartered in Somerville, Massachusetts. The Company is a biotechnology firm dedicated to researching, developing, and commercializing potentially curative gene therapies for severe genetic diseases based on its proprietary lentiviral vector gene addition platform. Since its inception, bluebird bio has focused nearly all its resources on research and development efforts related to its product candidates and the commercialization of its approved products, including activities to manufacture product candidates, conduct clinical studies, perform preclinical research, provide administrative support, and market and commercially manufacture its approved products. Boston, Massachusetts-based Ernst & Young LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated September 13, 2024, citing that the Company has suffered recurring operating losses and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern. bluebird bio had a net loss of $211.9 million for the year ended December 31, 2023, and an accumulated deficit of $4.3 billion as of December 31, 2023. BLUM HOLDINGS: Issues $400K Convertible Promissory Note ------------------------------------------------------- Blum Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company executed and delivered an Unsecured Promissory Note in the principal amount of $400,000 to an investor. The Note has a maturity date of May 12, 2026, with no interest accruing except for default interest and no prepayment penalty. The Note is convertible at the Lender's election into a convertible promissory note, simple agreement for future equity, or similarly situated document that includes terms typical for transactions of such a nature and scope and that shall include: (i) a 15% discount to future qualified financings, (ii) warrant coverage as negotiated by the parties, and (iii) other reasonable representations and warranties and terms and conditions. About Blum Holdings Blum Holdings, Inc., headquartered in Santa Ana, California, is a cannabis company engaged in retail and distribution across California. The company focuses on providing high-quality medical and adult-use cannabis products and is known for its Korova brand, which offers high-potency products in various categories. Blum Holdings operates several dispensaries, including Blum OC in Orange County, and locations under The Spot and Blum brands in Santa Ana, Oakland, and San Leandro. Costa Mesa, California-based Marcum LLP, the company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2024. The report indicated a significant working capital deficiency, substantial losses, and the need for additional funds to meet obligations and sustain operations, raising substantial doubt about Blum Holdings' ability to continue as a going concern. As of September 30, 2024, Blum Holdings had $38.7 million in total assets, $66.2 million in total liabilities, and $27.5 million in total mezzanine equity and stockholders' deficit. BOWLERO CORP: Moody's Lowers CFR to 'B2' & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings downgraded the ratings for Bowlero Corp. including its Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. Concurrently, Moody's downgraded the backed senior secured first lien bank credit facility ratings (revolver and term loan) issued by Bowlero's subsidiary, Kingpin Intermediate Holdings, LLC (Kingpin), to B2 from B1. The outlook for Bowlero and Kingpin changed to stable from negative. Moody's also downgraded Bowlero's speculative grade liquidity rating (SGL) to SGL-2 from SGL-1. The ratings downgrade reflect the company's persistent high financial leverage and its inability to quickly deleverage through earnings growth following the September 2023 acquisition of Lucky Strike and debt financed share repurchases. Moody's lease adjusted debt to EBITDA remains high at 6.3x as of last 12 months ending September 30, 2024 and Moody's expect will remain at or above 5.5x over the next 12-18 months. Although the company has curtailed share repurchases and made some progress towards improving its operating performance and reducing leverage, organic revenue growth remains sluggish and free cash flow remains negative as it prioritizes investments and paying an annual dividend. Additionally, the company is expanding into a new business of owning and operating water park facilities with the purchase of Boomers, Ranging Waves, and Big Kahuna's. Water parks have different investment needs and operating strategies than bowling centers, which in Moody's view creates execution risk even though there is potential benefit to counterbalancing the seasonality of the bowling business. Moody's expect same center sales growth to be at best flat over the next year as consumers at the middle and lower earnings class remain challenged. Revenue and earnings growth over the next year will come primarily from acquisitions that Moody's expect will be slightly accretive to leverage on a pro-forma basis. EBITDA will continue to grow from acquisitions, new builds, and the benefits from economies of scale. However, free cash flow will remain negative over the next 12-18 months due to capital spending initiatives and the payout of dividends. Moody's expect that debt to EBITDA will continue to decline gradually to about 6.0x by the end of FY 2025 and 5.5x by the end of FY 2026. The downgrade of the speculative grade liquidity rating to SGL-2 reflects Bowlero's significant expected planned investments that have reduced cash and created some reliance on the revolver. Bowlero nevertheless still has good liquidity overall as evidenced by cash balances of $38 million as of September 29, 2024 and full availability under its committed $335 million revolving credit facility that was upsized from $285 million in August 2024. Moody's expect this liquidity along with cash from operations will be sufficient to fund the company's capital expenditures, investments and amortization on its term loan. Additionally, the company also has a demonstrated track record of raising funds through sale lease-back transactions as recently evidenced in October 2023 when it raised $405 million. Proceeds from this transaction were utilized for acquisitions and share repurchases. The company has unencumbered locations that could provide for additional liquidity in future sale-leaseback transactions. The company also does not have maturity concerns over the next year with the $335 million revolver expiring in December 2026 and the roughly $1.1 billion first lien term loan maturing in February 2028. RATINGS RATIONALE Bowlero's B2 CFR reflects the company's high financial leverage with Moody's lease adjusted debt-to-EBTIDA leverage at 6.3x as of September 2024. Moody's expect leverage to decline over the next 12-18 months but remain elevated as the company continues to pursue acquisitions, invest in updating existing locations, new bowling center builds and paying a dividend despite negative free cash flow. The rating also reflects concentration in the leisure/entertainment industry including the bowling segment that is subject to economic cycles and shifts in discretionary consumer spending. Bowlero's operating results are seasonal in nature as bowling centers perform best during the colder winter months (the quarters ending in December and March are the company's most profitable quarters) and have lower visitation during warmer summer months. Bowling activity is negatively impacted by good weather that drivers consumers to pursue outdoor activities, but benefits from cold or rainy weather. Recent investments into water parks seeks to mitigate this seasonality for Bowlero given water parks are most profitable during the summer. However, the strategy also brings execution risks for Bowlero because water parks have high reinvestment needs and different operating strategies. The company's historically aggressive financial policy, including a dividend payout and debt funded share repurchases, is also a credit constraint that has resulted in high financial leverage. Although Moody's expect such share repurchases to subside, the company continues to pay a large dividend that along with high reinvestment contributes to negative free cash flow and is leading to elevated financial leverage. Bowlero's rating is supported by the company's established position as the largest and leading operator in the US bowling industry with geographic diversification across the country. The rating also reflects the good track record of integrating acquisitions and achieving cost synergies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Bowlero's operating performance will modestly improve, driven by stable organic revenue, the addition of new locations and economies of scale as the number of locations grow. Moody's also assume in the stable outlook that acquisitions will be accretive to leverage and that financial leverage will decline towards 5.5x, but likely to be impacted by continued reinvestment going forward. The ratings could be upgraded if the company drives strong operating performance including consistent same center sales growth with flat to higher margins. The company would also need to sustain debt-to-EBITDA below 5.5x (incorporating Moody's adjustments), generate strong and consistent free cash flow and maintain good liquidity. Bowlero would also need to demonstrate a more conservative financial policy consistent with the higher rating including funding investments, acquisitions and share repurchases within internally generated cash flow. The ratings could be downgraded if operating performance weakens through such factors as a decline in visitation or same store sales, or higher operating costs. Continuation of the more aggressive financial policy such as sizable share repurchases, debt-to-EBITDA leverage sustained above 7.0x (incorporating Moody's adjustments), retained cash flow to net debt below 5%, or a decline in liquidity could also result in a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Bowlero Corp. (to be soon rebranded to Lucky Strike Entertainment) is the largest bowling center operator in the US with additional locations in Canada and Mexico with total of 358 bowling centers and 3 water action parks. The company went public through a SPAC transaction in December 2021 after the merger with ISOS Acquisition Corporation and trades under the ticker symbol BOWL. The company has a dual class share structure (class A common stock has 1 vote/share and class B common stock has 10 votes/share) with the founder and CEO Thomas Shannon owning all of the class B common stock and roughly 87% of the voting rights that is much higher than his holding of approximately 40% of the shares. Revenue during the 12 months ending September 30, 2024 was approximately $1.2 billion. BOXLIGHT CORP: Lowers Net Loss to $3.1 Million in Fiscal Q3 ----------------------------------------------------------- Boxlight Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.1 million on $36.3 million of net revenue for the three months ended September 30, 2024, compared to a net loss of $17.8 million on $49.7 million of net revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $11.6 million on $111.9 million of net revenue, compared to a net loss of $21.5 million on $137.9 million of net revenue for the same period in 2023. As of September 30, 2024, the Company had $141.4 million in total assets, $106.3 million in total liabilities, $28.5 million in total mezzanine equity, and $6.5 million in total stockholders' equity. Management Commentary "We continue to position our organization for future growth through the alignment of our brand strategy and new product innovation in both the audio and video sectors," commented Dale Strang, Chief Executive Officer. "The recent introduction of the IMPACT Max 2 interactive panel, along with UNITY, our all-in-one hardware device used to manage audio communication and safety ecosystems, complement our existing, award-winning and state-of-the-art portfolio, enabling us to meet the anticipated growth in future demand, as schools modernize technology, increase STEM programs and focus on school safety." "We continue to maintain operating expense discipline amidst challenging industry conditions and expect further expense reductions as we align our organization with current demand levels to drive future profitability," added Strang. "We are excited about the long-term outlook for the Industry and believe our recent initiatives to streamline our brands and unify our go-to-market message will position the Company for further success." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2dretrkf About Boxlight Corporation Boxlight Corporation (Nasdaq: BOXL) -- http://www.boxlight.com/-- is a provider of interactive technology solutions under its brands Clevertouch, FrontRow, and Mimio. Boxlight aims to improve engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories, and professional services. Atlanta, Georgia-based Forvis, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. BOXLIGHT CORPORATION: Lowers Net Loss to $3.06M in Third Quarter ---------------------------------------------------------------- Boxlight Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $3.06 million on $36.29 million of net revenues for the three months ended Sept. 30, 2024, compared to a net loss of $17.75 million on $49.67 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 $11.63 million on $111.90 million of net revenues compared to a net loss of $21.49 million on $137.91 million of net revenues for the same period in 2023. As of Sept. 30, 2024, the Company had $141.40 million in total assets, $106.34 million in total liabilities, $28.51 million in total mezzanine equity, and $6.54 million in total stockholders' equity. Going Concern Boxlight stated that, "We have not complied with certain covenants, minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern. "As of September 30, 2024, we owed $40.1 million to the Lender under our Credit Agreement. As previously disclosed, we have been unable to comply with certain covenants under our Credit Agreement with the Lender. Although, to date, we have been successful in obtaining forbearance agreements with respect to these matters and avoid defaults under the agreement, there can be no assurance that the lender will not declare an event of default and acceleration all of our obligations under the Credit Agreement in the event we are unable to get into full compliance with these covenants in the future. "Most recently, we were not in compliance with the Senior Leverage Ratio financial covenant under our Credit Agreement at September 30, 2024 and our borrowing base covenant under the Credit Agreement for the month ended October 31, 2024. Because of the significant decreases in the required Senior Leverage Ratio that have occurred within the past twelve months, our current forecast projects that we may not be able to maintain compliance with this ratio. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. "In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, borrowing base requirements or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender. Furthermore, in the event the Lender refuses to grant forbearance to avoid a future default, the Lender might accelerate our obligations under the Credit Agreement. In order to satisfy such obligations, we would similarly have to refinance our obligations or seek additional capital. Our ability to refinance our existing debt is based upon credit markets and economic forces, whether on acceptable terms or at all, that are outside of our control. There can be no assurance that we will be successful in refinancing our debt or raising additional capital, whether on acceptable terms, or at all. Furthermore, if we were attempting to refinance our obligations or raise capital in response to an imminent or declared acceleration and default, we might have to do so on an expedited basis, which might further jeopardize our ability to successfully refinance or obtain capital. In the event we fail in any of the efforts described in the preceding sentences, our business may materially suffer or even cease operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1624512/000162828024047932/boxl-20240930.htm About Boxlight Corporation Boxlight Corporation (Nasdaq: BOXL) -- http://www.boxlight.com-- is a technology company that develops, sells and services interactive solutions predominantly for the global education market, but also for the corporate and government sectors. The Company is seeking to become a worldwide leading innovator and integrator of interactive products and software solutions and improve collaboration and effective communication in meeting environments. The Company currently designs, produces and distributes interactive technologies including its interactive and non-interactive flat-panel displays, LED video walls, media players, classroom audio and campus communication, cameras and other peripherals for the education market and non-interactive solutions including flat-panels, LED video walls and digital signage. The Company also distributes STEM products, including its 3D printing and robotics solutions, and its portable science lab. Atlanta, Georgia-based Forvis, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has identified certain conditions relating to its outstanding debt and Series B Preferred Stock that are outside the control of the Company. In addition, the Company has generated recent losses. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. BRIDGETOPIA LLC: To Sell 4-Single Family Lots to Vantage for $840K ------------------------------------------------------------------ Bridgetopia, LLC seeks permission from the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, to sell its Property in a private sale, free and clear of liens, encumbrances and other interests. The Debtor proposes to sell its interest in certain real estate consisting of 4-single family lots in the municipality of Jasper, Walker County, Alabama, with the purchase value of $840,282.98. CoreVest American Finance Lender LLC claims a lien of the Property. The Debtor enters in a purchase agreement with Vantage Corporate Holdings Inc. for the Property. The Debtor sets forth the total sales price for Lots 1-4 represents the fair market value of the Property. The Purchaser has already obtained or will obtain financing, and the sales are contemplated to be closed forthwith after approval from this Court. The Property consisting of Lots 1-4 will be purchased at closing on or before March 20, 2025. The Property is subject to the following liens, mortgages or other interest held by CoreVest. About Bridgetopia LLC Bridgetopia LLC is part of the residential building construction industry. Bridgetopia LLC sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02788) on Sept. 12, 2024. In the petition filed by Misty Glass, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Tamara O Mitchell handles the case. The Debtor is represented by Stephen P. Leara, Esq. at SPAIN & GILLON, LLC. BRIGHT ANGLE: Unsecureds Will Get 10% of Claims over 36 Months -------------------------------------------------------------- The Bright Angle, LLC filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement describing Plan of Reorganization dated November 12, 2024. The Debtor is a Minnesota limited liability company owed solely by Nick Moen. The Debtor is registered as a foreign entity licensed to conduct business in the State of North Carolina. The Debtor was in the process of fully moving operations to Greenville when Hurricane Helene hit Asheville, which has delayed the move temporarily. The Debtor produces and sells ceramic pottery and household goods from its two locations, although much of the Debtor's sales are made online. Since the petition date, the Debtor has taken steps to complete its move to Greenville, as its Asheville lease expires in February 2025. The Debtor has worked to ensure it has reduced all of its overhead and ongoing operation expenses as far as possible to maintain operations and free up as much revenue as possible to make payments to its creditors under its Plan. Class 3 consists of General Unsecured Claims. The Debtor believes that Allowe4d General Unsecured Claims total $385,674.75, including the bifurcated amount of secured claims. This Class is impaired. The Debtor proposes to satisfy this class by paying a total of $36,000.00. This amount will pay Allowed General Unsecured Claims approximately 10% of each claim. Said payments shall be made in equal quarterly installments of $3,000.00, over three years, on a pro rata basis, with the first quarterly installment due on January 1, 2025, and the final quarterly installment due on October 1, 2027. Class 4 consists of Nick Moen's membership interest in the Estate. Title to and ownership of all property of the estate will vest in the Debtor upon confirmation of the Plan, subject to all valid liens of Secured Creditors under the confirmed Plan. Liens of bifurcated Claims will be valid only to the extent of the Allowed Amount of the Claim. To the extent that Class 3 does not accept the Plan, Cody Nations will offer $3,000.00 of New Value for the purchase of his equity interests in the estate. In the event that any party desires to offer an amount in excess of $3,000.00 for the purchase of said equity interest, they must do so in writing to Debtor's counsel no later than the court-established deadline for balloting on this Plan. The Debtor expects to receive average gross monthly receipts in the amount of $24,000.00 for the next several months. The Debtor expects revenues to increase over time, such that it will always generate at least as much net revenue to fund this Plan as when the Plan is filed. A full-text copy of the Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=REevGq from PacerMonitor.com at no charge. Counsel to the Debtor: Danny Bradford, Esq. Bradford Law Offices 455 Swiftside Drive, #106 Cary, NC 27518 Telephone: (919) 758-8879 Facsimile: (919) 803-0683 Email: dbradford@bradford-law.com About The Bright Angle LLC The Bright Angle, LLC produces and sells ceramic pottery and household goods. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. 24-03864) on Nov. 5, 2024, listing $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Pamela W Mcafee presides over the case. Danny Bradford, Esq., at Paul D. Bradford, PLLC, is the Debtor's legal counsel. BULLDOG PURCHASER: $75MM Add-on Loan No Impact on Moody's 'B3' CFR ------------------------------------------------------------------ Moody's Ratings said that Bulldog Purchaser Inc.'s (Bay Club) proposed $75 million incremental add-on to its $635 million backed senior secured first lien term loan B due 2031 will have no impact on its ratings including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 backed senior secured bank credit facility rating (including the upsized term loan), Caa2 backed senior secured second lien term loan rating and its stable outlook. Bay Club plans to use the proceeds from the incremental term loan add-on to partially pay down drawings on its revolving credit facility borrowings, help fund the acquisition of three new locations in the existing Bay Club markets and to opportunistically pre-fund capital expenditures needed to modernize and integrate the acquisitions into the Bay Club operations. The company is also planning to issue equity to partially fund the acquisitions. This refinancing will have limited effect on Bay Club's credit metrics after the acquisitions are completed. The transactions are credit positive since the acquisitions will enhance the company's scale and geographic diversity and improve liquidity through the full or partial paydown on the $75 million revolver expiring in 2029 while keeping leverage largely unchanged. Concurrently, Bay Club is anticipating on completing a re-pricing of its first lien term loan ($633 million outstanding as of September 30, 2024) that will reduce cash interest expense. Moody's forecast that Bay Club's Moody's adjusted debt-to-EBITDA leverage will moderate below 8x over the next 12 months, including the benefit of acquisitions and synergies for the combined company. Bay Club is a membership-based hospitality company. It operates 26 clubs across 10 campuses on the west coast of the United States (in the states of California, Oregon and Washington). The company's clubs offer amenities that combine the elements of fitness, sports, leisure, and hospitality. Bay Club has been owned by a private equity firm KKR since 2018. Revenue for the last 12 months ending October 31, 2024 was roughly $368 million pro forma for already closed acquisitions. BURGERFI INT'L: Lion Point No Longer Owned Shares as of Sept. 30 ---------------------------------------------------------------- Lion Point Capital, LP, Lion Point Holdings GP, LLC, and Didric Cederholm disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of the close of business on September 30, 2024, they no longer owned any shares of BurgerFi International, Inc.'s Common Stock. Lion Point Capital is the investment manager to its investment fund client. Lion Point Holdings is the general partner of Lion Point Capital. Mr. Cederholm is a Founding Partner and Chief Investment Officer of Lion Point Capital. Mr. Cederholm is also a Member and a Manager of Lion Point Holdings. By virtue of these relationships, each of Lion Point Capital, Lion Point Holdings and Mr. Cederholm may be deemed to beneficially own the securities beneficially owned by its investment fund client. A full-text copy of Lion Point Capital's SEC Report is available at: https://tinyurl.com/yn52pt97 About BurgerFi Int'l BurgerFi International, Inc. (NASDAQ:BFI) is a multi-brand restaurant company that develops, markets, and acquires fast-casual and premium-casual dining restaurant concepts around the world, including corporate-owned stores and franchises. BurgerFi International, Inc. is the owner and franchisor of two brands with a combined 144 locations: (i) Anthony's, a premium pizza and wing brand with 51 restaurants (50 corporate-owned casual restaurant locations and one dual brand franchise location), as of Sept. 10, 2024, and (ii) BurgerFi, among the nation's fast-casual better burger concepts with 93 BurgerFi restaurants (76 franchised and 17 corporate-owned) as of Sept. 10, 2024. BurgerFi International, Inc. and 114 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on Sept. 11, 2024 (Bankr. D. Del. Lead Case No. 24-12017). The cases are pending before the Honorable Judge Craig T Goldblatt. Raines Feldman Littrell LLP serves as the Debtors' counsel. Force Ten Partners' Jeremy Rosenthal serves as the Company's Chief Restructuring Officer. Sitrick And Company serves as strategic communications advisor to the Company. Stretto is the claims agent. CAMBRIDGE AREA: Moody's Affirms 'Ba1' Municipal Utility Rev. Rating ------------------------------------------------------------------- Moody's Ratings has affirmed Cambridge Area Joint Authority, PA's Ba1 municipal utility revenue rating and removed the negative outlook. At the end of fiscal 2023, the authority had $7.9 million in debt outstanding. RATINGS RATIONALE The Ba1 municipal utility revenue rating reflects the ongoing violation of the authority's rate covenant, which requires a minimum debt service coverage ratio of 1.20 times. That said, coverage improved to 1.13 times in fiscal 2023, and management expects ongoing rate increases and cost-reducing measures to drive debt service coverage higher in fiscal 2024 and 2025. While the system benefits from ample liquidity that equated to 721 days cash on hand at the end of fiscal 2023, its small system size of $458,000 limits its operating flexibility. While leverage is moderately elevated at 6.13 times operating revenue, the system has no plans to issue additional debt over the next three years. RATING OUTLOOK Moody's do not assign outlooks to local government credits with this amount of debt outstanding. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Sustained debt service coverage at or above 1.20 times -- Material diversification of rate-paying base FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Continued violation of 1.20 times debt service coverage requirement beyond fiscal 2025 -- Significant reduction of system size -- Reduction of days cash on hand to below 250 days -- Additional borrowing without meaningful increases in net revenue that assures compliance with debt service coverage requirement LEGAL SECURITY The authority's rated debt is secured by a pledge of its net water and sewer revenues, and is further secured by a guarantee from its constituent municipalities. While the authority's debt is ultimately backed by a guarantee agreement with the member municipalities (with the Borough of Cambridge Springs guarantying 93% of debt and Cambridge Township guarantying 7%), the guarantee is credit neutral here, because neither would have the financial wherewithal to satisfy any of the authority's ongoing debt service requirements or debt obligations in the event of an acceleration. PROFILE The Cambridge Area Joint Authority, PA provides water distribution service to Cambridge Township and sewer collection and treatment service to both Cambridge Township and the Borough of Cambridge Springs. The service area is located approximately 25 miles south of Erie and 100 miles north of Pittsburgh (A1 stable). The system has ample excess capacity for its water and sewer systems. METHODOLOGY The principal methodology used in this rating was US Municipal Utility Revenue Debt published in March 2024. CANOPY AT WYLIE: Sec. 341(a) Meeting of Creditors on Jan. 8 ----------------------------------------------------------- On December 3, 2024, The Canopy at Wylie LLC filed Chapter 11 protection of the Eastern District of Texas. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 8, 2025 at 9:00 AM via Telephonic Dial-In Information at https://www.txeb.uscourts.gov/341info. About The Canopy at Wylie LLC The Canopy at Wylie LLC is a limited liability company. The Canopy at Wylie LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-42936) on December 3, 2024. In the petition filed by Darren Stover, as managing member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Gary G. Lyon, Esq. BAILEY JOHNSON & LYON, PLLC Attn: Gary G Lyon 6401 W. Eldorado Parkway McKinney TX 75070 Tel: (214) 620-2034 E-mail: glyon.attorney@gmail.com CAR CONNECTIONS: Gets OK to Use Cash Collateral Until Jan. 10 ------------------------------------------------------------- Car Connections Inc. received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral until Jan. 10 next year. The interim order authorized the company to use cash collateral only for the expenses set forth in its revised budget, excluding adequate protection payments to creditors asserting liens on the collateral. The budget is subject to a variance of no more than 10% in the aggregate on a monthly basis. The next hearing is scheduled for Jan. 8 About Car Connections Inc. Car Connections Inc. is a car dealership based in Sommerset, Mass. Car Connections filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-11246) on June 21, 2024, listing $5,006,636 in assets and $3,186,229 in liabilities. The petition was signed by Antonio Rodrigues as president. Judge Janet E Bostwick presides over the case. David B. Madoff, Esq., at Madoff & Khoury, LLP represents the Debtor as legal counsel. CEMTREX INC: Anson Funds Management, Affiliates Report 9.9% Stake ----------------------------------------------------------------- Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned shares of Cemtrex, Inc.'s common stock. (a) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 1,935,342 shares of Common Stock underlying warrants held by the Fund. (b) Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.9% of the outstanding shares of Common Stock, which includes shares of Common Stock underlying outstanding warrants held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 4.99%, and in the case of others, beneficially own more than 9.99% of the outstanding Common Stock. The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 1,935,342 by 19,372,798, which is the sum of: (i) 17,437,456 shares of Common Stock issued and outstanding, as reported in the Company's Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024; and (ii) 1,935,342, the number of shares of Common Stock receivable by the Fund upon exercise of the Common Warrants. (c) Anson Funds Management LP and Anson Advisors Inc., as the co-investment advisors to the Fund, may direct the vote and disposition of the 1,935,342 shares of Common Stock held by the Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 1,935,342 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 1,935,342 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 1,935,342 shares of Common Stock held by the Fund. A full-text copy of Anson Funds' SEC Report is available at: https://tinyurl.com/2p2b8wu3 About Cemtrex Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a multi-industry company. During the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure consisting of (i) Security, (ii) Industrial Services, and (iii) Cemtrex Corporate. As of June 30, 2024, Cemtrex had $43.8 million in total assets, $43.5 million in total liabilities, $304,967 in non-controlling interest, and $47,956 in total Cemtrex shareholders' equity. Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 28, 2023, citing that the Company has sustained net losses and has significant short-term debt obligations, which raise substantial doubt about its ability to continue as a going concern. CLASS 1 LOGISTICS: Unsecureds Will Get 13.4% of Claims in Plan -------------------------------------------------------------- Class 1 Logistics, LLC, submitted a First Amended Disclosure Statement describing First Amended Plan of Reorganization dated November 11, 2024. The Debtor is a long-haul trucking company operated by its founder, Omar Navarro, with assistance from his wife, Jacqueline Navarro, who helps with administrative tasks when she can. To bring revenue, the Debtor obtained the Court's permission to enter into lease-driver arrangements with Freight Exchange and with OnXpress, LLC. This allowed the Debtor to derive revenue by lending its services to other companies who were using their own MCS numbers. The arrangement with Freight Exchange proved to be most profitable, both for the Debtor and for Freight Exchange. For this reason, the Debtor stopped its relationship with OnXpress and now drives exclusively for Freight Exchange, which has requested that the driver devote all of its assets to Freight Exchange routes and has agreed to pay a structured bonus to the Debtor. The Debtor will be filing a motion to ratify this change of equipment us from OnXpress to Freight Exchange. Class 7 consists of General unsecured claims. The general unsecured claims consist of: (a) undersecured creditors whose secured claims are addressed in Classes 4 and 5A to 5H; (b) the unsecured portion of Class 6 claims that are not also part of Class 5; (c) formerly secured creditors whose collateral has been surrendered; and (c) other unsecured creditors. Unsecured Portion of Class 6. Class 5 claims have not been diluted by the $20,000.00 that Debtor claims is the secured portion of Class 6. That dilution is only applied to Class 6 Claims numbered 17 and 23, since they are not also members of Class 5. The allowed unsecured claims total $1,589,390.00. These creditors will be paid after payment of all claims in Classes 1 to 6, on a pro rata basis. Over the life of the Plan, Class 7 creditors will receive $213,000, which is 13.4% of total claims in the class. The Debtor will distribute all Plan payments from revenue received from F/X, pursuant to the lease agreement. A full-text copy of the First Amended Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=AwRNTo from PacerMonitor.com at no charge. Counsel to the Debtor: James "Jim" K. Jopling, Esq. 521 Texas Ave Ste 102 El Paso, TX 79901 Tel: (915) 541-6099 Fax: (866) 864-6854 Email: jim@joplinglaw.com About Class 1 Logistics Class 1 Logistics, LLC in El Paso, TX, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 24-30275) on March 9, 2024, listing $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Omar Navarro as managing member/president, signed the petition. Judge Christopher G Bradley oversees the case. JIM JOPLING, ATTORNEY AT LAW, serves as the Debtor's legal counsel. CLEAN ENERGY: Issues $101K Convertible Note to Coventry Enterprises ------------------------------------------------------------------- Clean Energy Technology, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a securities purchase agreement with Coventry Enterprises LLC, a Delaware limited liability company, pursuant to which the Company agreed to issue and sell to Coventry a convertible promissory note of the Company in the principal amount of $101,000 for a purchase price of $96,000 plus an original issue discount in the amount of $5,000. The Note is due and payable on December 24, 2024, and provides for an interest rate of 3.94%, compounded monthly. The Company shall also issue to Coventry 40,000 unregistered shares of its common stock, par value $0.001 per share, as loan commitment shares in connection with this transaction. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into Common Stock of the Company, subject to a beneficial ownership limitation of 4.99% of Coventry and its affiliates. The conversion price is the lower of $1.00 per share or the per share price of any issuance of the Company's stock within the 30 days before or after the conversion, subject to anti-dilution adjustments. Events of Default include failure to pay principal or interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. About Clean 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. CLINE DESIGN: Proposes Immaterial Modifications to Plan ------------------------------------------------------- Cline Design Group, Inc., submitted a Disclosure Statement for the Amended Plan of Reorganization dated November 8, 2024. On September 9, 2024, Debtor filed its Disclosure Statement for Plan or Reorganization and Plan of Reorganization. Despite no objections to the Disclosure Statement being filed, the United States Trustee (the "UST") submitted informal objections. To resolve the informal objections, Debtor amended the Disclosure Statement and Plan. The amended Disclosure Statement and Plan are being filed herewith to which the UST has approved. The redlines are summarized as follows: * Section IV.B.1. of the Disclosure Statement: language was added regarding postconfirmation quarterly reports and quarterly fees and corresponding language was added to the Plan; * Section IV.B.3. of the Disclosure Statement: the treatment of the Class 3 secured creditor was revised because the debt was paid in full by a non-debtor co-borrower. A corresponding revision was made to the Plan. * Section IV.D of the Disclosure Statement: language was removed that applies to individual, not corporate, chapter 11 debtors. * Exhibit 2 to the Disclosure Statement (five-year projections) was amended to include quarterly UST fees. The Debtor asserts that the redlines do not materially alter the Disclosure Statement and the Court may approve the Disclosure Statement, as amended, and enter an order permitting Debtor to solicit the Plan, as amended, and related deadlines, such as balloting, plan confirmation deadline, etc. Class 3 consists of the Allowed Secured Claim of Berkley Bank. Berkley Bank's Claim arises from the Berkley Loans, which were made on September 7, 2023, each in the original amounts of $1,269,000.00. The Berkley Loans are secured by the first-priority Deeds of Trust against the Properties, which are owned by 1416 S. Clarkson St., LLC, and 1941 S. Washington St., LLC, entities in which the Debtor has a 20% ownership interest. Berkley Bank filed a proof of claim in the Bankruptcy Case asserting a Claim with respect to the Berkley Loans and Deeds of Trust as of the Petition Date in the amount of $860,368.27. After the Petition Date, Berkley Bank was paid in full by non debtor co-borrowers on the Berkley Loans. Accordingly, on September 19, 2024, Berkley Bank withdrew its proof of claim and stated therein that it had been paid in full. Accordingly, Berkley Bank is not entitled to any distributions under the Plan. Like in the prior iteration of the Plan, each holder of an Allowed Class 4 Unsecured Claim shall receive a Pro Rata distribution in the amount of $500 per month for sixty months commencing the first full month following the Effective Date, which is anticipated to pay Allowed Class 4 Claims 15%. The Debtor shall fund its Plan obligations with the net profits it receives from construction projects, including 1416 S. Clarkson, which is currently marketed for sale, the properties upon which its Projects in Progress are under construction, and the properties upon which its future projects are constructed, or through future capital contributions from Debtor's shareholders. A full-text copy of the Disclosure Statement dated November 8, 2024 is available at https://urlcurt.com/u?l=dcz7Kp from PacerMonitor.com at no charge. Cline Design Group, Inc., is represented by: Aaron J. Conrardy, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: aconrardy@wgwc-law.com About Cline Design Group Cline Design Group, Inc., is a design and construction company that designs and builds custom homes throughout the state of Colorado. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-15657) on Dec. 8, 2023. The petition was signed by Jeffrey A. Cline as president. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Aaron J. Conrardy, Esq., at Wadsworth Garber Warner Conrardy, P.C., is the Debtor's counsel. COLLECTIBLE SUPPLIES: Unsecureds Will Get 35% over 5 Years ---------------------------------------------------------- Collectible Supplies, Inc., filed with the U.S. bankruptcy Court for the Western District of Tennessee a Disclosure Statement describing Plan of Reorganization dated November 12, 2024. The Debtor originally operated in the state of California. It relocated to Paris, TN in 2023. It sells items consumers use to display sports memorabilia or collectibles. Its sales are online using Amazon, eBay and its own website Immediately before filing for Chapter 11 relief, one of the Debtor's creditors filed a lien on its Amazon account. The majority of the Debtor’s sales are through the Amazon account. It sought relief under Chapter 11 so that it could get access to its cash collateral and continue operations. During the two years prior to the date on which the bankruptcy petition was filed the Debtor was managed by Jeff Peterson. Mr. Peterson has continued to manage the Debtor's operations during the course of the Chapter 11 bankruptcy, and he will continue to manage after the effective date of the order confirming the plan. Class 3 consists of General Unsecured Claims: * Class 3-a CIT Bank, A Division of First Citizens Bank. Deficiency from lease 083-0016287- 000. Claim 7. To receive thirty-five percent of its amended claim in five equal annual disbursements beginning December 15, 2025. * Class 3-b CIT Bank, A Division of First Citizens Bank. Deficiency from lease 083-0015547- 000. Claim 8. To receive thirty-five percent of its amended claim in five equal annual disbursements beginning December 15, 2025. * Class 3-c American Express National Bank. Claim 11. Allowed unsecured claim of $338,618.58. To receive $118,516.50 in five annual disbursements of $23,703.30 beginning December 15, 2025. * Class 3-d Bank of America. No claim filed. Account # ending 3398. Allowed unsecured claim of $39,563.00. To receive $13,847.00 in five annual disbursements of $2,769.40 beginning December 15, 2025. * Class 3-e Bank of America. No claim filed. Allowed unsecured claim of $45,825.00. Account # ending 2382. To receive $16,038.75 in five annual disbursements of $3,207.75 beginning December 15, 2025. * Class 3-f Bank of America. No claim filed. Allowed unsecured claim of $5,458.00. Account # ending 5640. To receive $1,910.30 in five annual disbursements of $382.06 beginning December 15, 2025. * Class 3-g Bank of America. No claim filed. PPP SBA Loan #51004106250890. Allowed unsecured claim of $144,723.00. To receive $50,653.00 in five annual disbursements of $10,130.60 beginning December 15, 2025. * Class 3-h Bluevine Inc. Claim No. 12. Allowed unsecured claim of $116,905.17. To receive $40,917.00 in five annual disbursements of $8,183.40 beginning December 15, 2025. * Class 3-I Everest Business Funding. No claim filed. Allowed unsecured claim of $116,368.00. To receive $40,729.00 in five annual disbursements of $8,145.80 beginning December 15, 2025. * Class 3-j Jeff Peterson. No claim filed. Allowed unsecured claim of $185,509.00. To receive $64,928.00 in five annual disbursements of $12,985.60 beginning December 15, 2025. * Class 3-k Mulligan Funding, LLC. Claim No. 4. Allowed unsecured claim of $165,546.50. To receive $57,941.00 in five annual disbursements of $11,588.00 beginning December 15, 2025. * Class 3-l Pro-Mold, Inc. No claim filed. Allowed unsecured claim of $8,111.14. To receive $2,839.00 in five annual disbursements of $567.80 beginning December 15, 2025. * Class 3-m Rapid Finance. No claim filed. Allowed unsecured claim of $104,615.00. To receive $36,615.00 in five annual disbursements of $7,323.00 beginning December 15, 2025. * Class 3-n Rawlings Sporting Goods. Claim No 14. Allowed unsecured claim of $16,101.56. To receive $5,636.00 in five annual disbursements of $1,127.20 beginning December 15, 2025. * Class 3-o Safilo Group. No claim filed. Allowed unsecured claim of $4,968.00. To receive $1,739.00 in five annual disbursements of $348.00 beginning December 15, 2025. * Class 3-p The Wiffle Ball, Inc. No claim filed. Allowed unsecured claim of $1,380.00. To receive $483.00 in five annual disbursements of $96.60 beginning December 15, 2025. * Class 3-q Wilson Sporting Goods. Claim No. 1. Allowed unsecured claim of $30,768.89. To receive $10,769.00 in five annual disbursements of $2,153.80 beginning December 15, 2025. * Class 3-r Internal Revenue Service. Claim No. 3a. Allowed unsecured claim of $1,645.00. To receive $576.00 in five annual disbursements of $115.20 beginning December 15, 2025. * Class 3-s Franchise Tax Board. Claim No. 10. Allowed unsecured claim of $856.78. To receive $300.00 in five annual disbursements of $60.00 beginning December 15, 2025. * Class 3-t Uline. Claim No. 2. Allowed unsecured claim of $782.32. To receive $274.00 in five annual disbursements of $55.00 beginning December 15, 2025. Payments and distributions under the Plan will be funded by revenues generated from business operations of the Debtor. A full-text copy of the Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=V257MS from PacerMonitor.com at no charge. About Collectible Supplies Collectible Supplies, Inc. is a company that specializes in providing a wide range of products and supplies tailored for collectors of various items, including sports cards, coins, stamps, and other collectibles. Collectible Supplies, Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-10884) with $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Jeff Peterson as president. The Hon. Jimmy L. Croom oversees the case. The Debtor's counsel can be reached at: C. Jerome Teel Jr., Esq. TEEL & GAY, PLC 79 Stonebridge Blvd., Suite B Jackson, TN 38305 Tel: (731) 424-3315 Fax: (731) 424-3501 Email: jerome@tennesseefirm.com Counsel to Overton Funding, LLC: Erin Malone-Smolla, Esq. BRADLEY ARANT BOULT CUMMINGS, LLP 1221 Broadway, Suite 2400 Nashville TN 37202 Tel: (615) 252-2307 Fax: (615) 252-6307 E-mail: Esmolla@bradley.com - and - Shanna M. Kaminski, Esq. KAMINSKI LAW, PLLC P.O. Box 247 Grass Lake, MI 49240 Tel: (248) 462-711 E-mail: skaminski@kaminskilawpllc.com Counsel to LEAF Capital Funding, LLC: Kenneth D. Peters, Esq. Dressler & Peters, LLC 101 W. Grand Ave. Suite 404 Chicago IL 60654 E-mail: kpeters@dresslerpeters.com - and - David P. Canas, Esq. Campbell Perky Johnson PLLC 329 S. Royal Oaks Blvd, Suite No 205 Franklin, TN 37064 COMMUNITY HEALTH: To Sell North Carolina Hospital for $280-Mil. --------------------------------------------------------------- Allegra Fradkin of Bloomberg Law reports that Community Health Systems' subsidiary is set to sell the 123-bed Lake Norman Regional Medical Center in Mooresville, N.C., along with related businesses, to Duke Health for around $280 million. The deal is anticipated to close in the first quarter of 2025, according to report. About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. Its affiliates provide healthcare services, developing and operating healthcare delivery systems in 40 distinct markets across 15 states. For the year ended December 31, 2023, the net loss attributable to Community Health Systems, Inc. stockholders was $133 million, compared to net income of $46 million for the same period in 2022. As of June 30, 2024, the Company had $14.4 billion in total assets, $15.3 billion in total liabilities, $324 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and $1.2 billion in total stockholders' deficit. * * * In August 2024, S&P Global Ratings raised its rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). At the same time, S&P also raised its ratings on the senior unsecured notes to 'CCC-' from 'D'. The outlook is negative, reflecting the risk of further distressed exchanges in the intermediate future despite credit metrics potentially improving in 2024. Egan-Jones Ratings Company, on August 8, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Community Health Systems, Inc. EJR also withdrew the rating on commercial paper issued by the Company. CYTOSORBENTS CORP: Looks to Raise at Least $3M in Rights Offering ------------------------------------------------------------------ CytoSorbents Corporation has announced a rights offering. CytoSorbents explained in its a Form 8-K filing with the U.S. Securities and Exchange Commission that the Rights Offering is being made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-281062), the prospectus forming a part of the Registration Statement and the prospectus supplement relating the Rights Offering, filed with the SEC on December 9, 2024. Copies of the prospectus and the related prospectus supplement will be mailed to all eligible stockholders and certain eligible warrantholders as of 5:00 p.m., New York City time, December 16, 2024, the Record Date, on or about December 16, 2024, and can also be accessed through the SEC's website at www.sec.gov or be obtained from the information agent, D.F. King & Co., Inc., by calling (800) 549-6864 (toll-free) or (212) 269-5550 (broker-dealers and nominees). Additional information regarding the Rights Offering is set forth in the prospectus and the related prospectus supplement. On December 9, 2024, in connection with the commencement of the Rights Offering, the Company entered into a Dealer-Manager Agreement with Moody Capital Solutions, Inc., the dealer-manager for the Rights Offering. A copy of the Dealer-Manager Agreement is available at https://urlcurt.com/u?l=06Bej8 Investors who hold or have bought CytoSorbents Corporation (NASDAQ: CTSO) stock at the close of Nasdaq trading on Friday, December 13, 2024 will be deemed stockholders of record on December 16, 2024 and, along with certain Warrantholders, will receive a dividend at no cost of one non-transferable Subscription Right Warrant for each share of common stock owned. Each Subscription Right, when exercised before the expiration date of 5:00PM EST on January 10, 2025, enables a Unit purchase at a Unit subscription price of $1.00. Each Unit consists of one share of common stock and two transferable short-term Right Warrants to purchase up to two additional shares of common stock, if available, at specified prices. All net proceeds from the offering will go to the Company and be used for general corporate purposes and to satisfy a debt covenant where proceeds of $3.0 million to $5.0 million will unlock $3.0 million to $5.0 million in restricted cash currently on the Company's balance sheet on a dollar-for-dollar basis. For example, aggregate proceeds of $5.0 million would result in increased liquidity to the Company of approximately $10.0 million in unrestricted cash, which is expected to fund the Company's operations through anticipated FDA and Health Canada decisions on the Company's DrugSorb-ATR marketing applications in 2025, and if approved or cleared, the initial launch of the product. Each Subscription Right will provide the stockholder the opportunity, but not the obligation, to purchase a Unit at a Unit subscription price of $1.00. Each Unit consists of: * One share of common stock * One Series A Right Warrant to purchase an additional share of common stock 45 days from the initial Unit subscription closing date, or February 24, 2025, at an exercise price that is 90% of the 5-day volume weighted average price, but no lower than $1.00 and no higher than $2.00, irrespective of the share price at the time. * One Series B Right Warrant to purchase an additional share of common stock 90 days from the initial unit subscription closing date, or April 10, 2025, at an exercise price that is 90% of the 5-day volume weighted average price, but no lower than $2.00 and no higher than $4.00, irrespective of the share price at the time. A short presentation on this Rights Offering has been filed with the SEC as a free writing prospectus and can be found in the presentation section on our investor relations website at https://ir.cytosorbents.com/events-presentations. A maximum of 6.25 million Units will be offered by the Company, and an additional 6.25 million common shares will be reserved for the exercise of the short-term Right Warrants. Once all 12.5 million shares are issued, all outstanding and unexercised Subscription Rights and Series A and B Right Warrants comprising the Units will expire worthless. "We will fill all exercised basic Subscription Rights first. Should basic subscriptions exceed available Units, we will allocate the Units pro-rata among stockholders based on their individual exercise of basic Subscription Rights in proportion to the total number of basic Subscription Rights exercised," the Company said. "Stockholders who exercise their respective full basic Subscription Rights will also have over-subscription privileges giving them the option to subscribe for any Units that remain unsubscribed at the expiration of the Subscription Rights. If the number of Units remaining after the exercise of all basic Subscription Rights is not sufficient to satisfy all requests for Units pursuant to this oversubscription privilege, we will allocate the available Units pro rata among holders with over-subscription privileges in proportion to the number of oversubscription Units for which they have subscribed." The Company expects that the information agent for the Rights Offering will mail Subscription Rights certificates and a copy of the prospectus and prospectus supplement for the offering to stockholders as of the record date beginning on or about December 16, 2024. Holders of shares of common stock in "street name" through a brokerage account, bank or other nominee will not receive physical Subscription Rights certificates and must instruct their broker, bank or nominee whether to exercise Subscription Rights on their behalf. For any questions or further information about this Rights Offering, please call D.F. King & Co., Inc., the information agent for the offering, at (800) 549-6864 (toll-free) or (212) 269-5550 (broker-dealers and nominees). U.S. Company Contact: Peter J. Mariani, Chief Financial Officer 305 College Road East Princeton, NJ 08540 pmariani@cytosorbents.com Investor Relations Contact: Aman Patel, CFA Investor Relations, ICR-Westwicke (443) 450-4191 ir@cytosorbents.com A full-text copy of the press release is available at https://urlcurt.com/u?l=XtExox About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure, and patient death. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations, and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. CytoSorbents reported a net loss of $28.51 million attributable to common stockholders for the year ended Dec. 31, 2023, compared to a net loss of $32.81 million attributable to common stockholders for the year ended Dec. 31, 2022. DAYFORCE INC: Moody's Raises CFR to 'B1', Outlook Positive ---------------------------------------------------------- Moody's Ratings upgraded Dayforce, Inc.'s corporate family rating to B1 and its probability of default rating to B1-PD from B2 and B2-PD respectively. Concurrently, Moody's also upgraded the company's $650 million senior secured term loan B and $350 million senior secured revolving credit facility to Ba2 from Ba3. The Speculative Grade Liquidity Rating (SGL) remains unchanged at SGL-1. The outlook remains positive. The upgrade of the CFR reflects the company's ongoing improvement in operating performance and credit profile over the past year, following the recent refinancing and extension of debt maturities. Moody's anticipate that the company will continue to capitalize on secular outsourcing trends in the payroll processing and human capital management ("HCM") services market, and its integrated platform, enabling it to record strong revenue and EBITDA growth during the next 12-18 months. Moody's believe that Dayforce should not be materially impacted by a modest rise in unemployment rates or moderately and gradually lower interest rates that could diminish float income. The potential for the company to pursue acquisitions, such as the recent purchase of eloomi A/S ("eloomi"), or share repurchases continues to present leveraging risk, but Moody's expect such initiatives will be funded primarily through free cash flow and there will be limited increases in the company's debt. RATINGS RATIONALE Dayforce, Inc.'s B1 CFR is supported by moderate and recently declining leverage with debt to EBITDA of 3.8x, strong interest coverage as measured by EBITDA less capital expenditures to interest expense of over 6.0x, both for the LTM period as of September 30, 2024, and good EBITDA margins in the low 20s percent range. Dayforce's credit profile is supported by the healthy long-term growth prospects of the company's target markets as well as the company's strong relationships with its base of largely enterprise and middle market clients that are continuing to seek out a cloud based integrated platform on a single database for payroll and HCM needs. Additionally, the company's credit quality is bolstered by healthy business visibility as a majority of its revenues are driven by cloud based products and related services featuring long term contracts (3-5 years) and high retention rates of over 85%. All financial metrics cited reflect Moody's standard adjustments. Dayforce's rating considers the negative credit impact from the potential for more aggressive financial strategies including debt-funded stock repurchase programs to offset the dilutive impact of stock compensation expense. The company recently announced a $500 million share buy-back program that it is just now starting to implement. Additionally, intense competition in Dayforce's markets from considerably larger rivals with greater financial resources and the possibility of weak to uncertain employment trends in the coming 12-18 months present ongoing credit risk, especially in light of past high operating leverage in their business model experienced during recent downturns, which resulted in margin declines. Moody's assess Dayforce's liquidity profile to be very good, as reflected in the SGL-1 liquidity rating. There was about $495 million of cash as of September 30, 2024. Moody's anticipate on average $150-175 million a year of free cash flow in each of FY2025 and 2026 (ending December 31). Moody's expect minimal usage of the $350 million revolver over the next 12 to 15 months barring a sizeable acquisition or capital markets transaction. The company has stated that the revolving credit facility may be used in the future for working capital and general corporate purposes, including the financing of acquisitions and other investments. While Dayforce's term loan is not subject to financial covenants, the revolving credit facility has a springing covenant based on a maximum net first lien debt to EBITDA ratio of 7.25x which the company should be comfortably in compliance with over the next 12-15 months. Dayforce's Ba2 bank credit facility instrument ratings reflect both the issuer's B1-PD probability of default rating (PDR) and Moody's loss given default (LGD) assessment. The Ba2 senior secured credit facility ratings are two notches above Dayforce's B1 CFR, reflecting the senior ranking and priority in the collateral of the bank debt relative to the company's senior $575 million unsecured convertible notes due March 15, 2026 (unrated) which provide considerable first loss support to the bank debt. The senior secured instrument ratings could be downgraded if the convertible notes are redeemed or the proportion of secured debt in the capital structure increases. The positive outlook reflects Moody's expectations for low double-digit range organic revenue growth, debt to EBITDA below 4.5 times and about $150-175 million of free cash flow. Despite the potential for interest rates to contract moderately over the next year, Dayforce's float income should remain healthy and the company's profitability and cash flow metrics should continue to improve from current levels. Dayforce's EBITDA growth should drive moderate contraction in debt/EBITDA (including stock compensation expense) in 2025. The outlook also anticipates that Dayforce will maintain opportunistic but measured financial strategies, emphasizing tuck-in acquisitions funded mainly with internal liquidity and limited incremental debt. The outlook could be changed to stable from positive if operating performance materially trails Moody's expectations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Dayforce continues to expand its revenue and EBITDA scale, while improving EBITDA margins and non-float profitability, as well as free cash flow generation, while maintaining debt to EBITDA including stock compensation as an expense below 4.0 times and adhering to conservative financial policies. The ratings could be downgraded if Moody's anticipate revenue growth will slow, meaningful market share losses, EBITDA margins will decline substantially, diminishing liquidity or if the company adopts more aggressive financial policies such that debt to EBITDA including stock compensation as an expense is sustained above 5.0 times. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Dayforce, Inc. (NYSE:DAY), based in Minneapolis, MN, is a human resources software and transaction company providing workforce management software, payroll, tax processing, and other human resources services. Moody's expect FY2025 revenue to exceed $1.8 billion. DCS NAPLES: Case Summary & Seven Unsecured Creditors ---------------------------------------------------- Debtor: DCS Naples Investments, LLC 200 Bayshore Dr Naples, FL 34112 Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-01884 Judge: Hon. Caryl E Delano Debtor's Counsel: Jeffrey Lampley, Esq. JEFF LAMPLEY 5237 Summerlin Commons Boulevard, Ste. 217 Fort Myers, FL 33907 E-mail: jlampley@lampleylaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Diane Sullivan as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DIVE32A/DCS_Naples_Investments_LLC__flmbke-24-01884__0001.0.pdf?mcid=tGE4TAMA DEALER SALES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Dealer Sales Solutions LLC 4563 Judge Road, Suite 100 Orlando, FL 32812 Business Description: Dealer Sales is primarily engaged in the sale of motor vehicle supplies, accessories, tools, and equipment; and new motor vehicle parts. Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-06734 Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Email: jeff@bransonlaw.com Total Assets: $457,160 Total Liabilities: $2,890,604 The petition was signed by Daniel A. Rowland as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RXAJMPA/Dealer_Sales_Solutions_LLC__flmbke-24-06734__0001.0.pdf?mcid=tGE4TAMA DIGITAL GRAPHICS PLUS: Gets OK to Use Cash Collateral Until Jan. 14 ------------------------------------------------------------------- Digital Graphics Plus, LLC received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division to use cash collateral through Jan. 14, next year. The interim order approved the use of cash collateral to pay U.S. trustee quarterly fees and operating expenses set forth in the company's projected budget. The budget shows total projected expenses of $65,539 from December to February 2025. The U.S. Small Business Administration, a secured creditor, will be granted a replacement lien on cash collateral to the same extent and with the same validity and priority as its pre-bankruptcy lien. The next hearing is scheduled for Jan. 14. About Digital Graphics Plus Digital Graphics Plus, LLC provides graphic design and printing services. Its offerings typically include a range of products such as promotional materials, custom signage, marketing collateral, and digital solutions aimed at enhancing branding and visibility for businesses. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05422) on October 4, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Grace E. Robson oversees the case. The Debtor is represented by Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC. DIRECTV FINANCING: Moody's Confirms B1 CFR & Alters Outlook to Neg. ------------------------------------------------------------------- Moody's Ratings confirms DIRECTV Financing, LLC 's (DIRECTV) corporate family rating at B1 and its probability of default rating at B1-PD following the company's termination of its agreement to acquire EchoStar Corporation's (EchoStar, Caa2 negative) video distribution business, DISH DBS Corporation (DBS, a wholly-owned subsidiary of DISH Network Corporation). The B1 ratings on DIRECTV's senior secured first lien bank credit facilities, comprised of a revolving credit facility due August 2028 and two term loans due August 2027 and August 2029, were also confirmed, as were the B1 ratings on the company's senior secured notes due in August 2027 and February 2030. A senior secured credit facility due March 2025 at DIRECTV Receivables, LLC, an indirect subsidiary of DIRECTV, is unrated. Various unsecured notes aggregating only a nominal amount outstanding and maturing over the period from 2025-2042 held at DIRECTV's subsidiary, DIRECTV Holdings LLC, are also unrated. DIRECTV's ratings had been previously placed on review for downgrade following the company's September 30, 2024 announcement that it had entered into an agreement to acquire DBS. DIRECTV's acquisition of DBS had been contingent upon a successful debt exchange of existing DBS debt under strict terms requiring the capture of a meaningful discount to par value; the initial debt exchange and an amended follow-on debt exchange were both unsuccessful. With the termination of its agreement to acquire DBS, DIRECTV's outlook was changed to negative from review for downgrade. RATINGS RATIONALE DIRECTV's B1 CFR reflects the company's more aggressive financial policy as specifically evidenced by its decision to pursue a $1.625 billion debt-funded dividend in the near months ahead, which is a negotiated component of an agreement to purchase all of AT&T Inc.'s (AT&T, Baa2 stable) remaining 70% equity stake in DIRECTV. This debt-funded dividend represents a significant change from DIRECTV's historical financial policy objectives and Moody's prior expectations and will elevate debt leverage above the company's previous modest target of around 1.25x (Moody's adjusted). Moody's currently expect DIRECTV's pro forma leverage (Moody's adjusted) to be around 1.9x at year-end 2024 before increasing to around 2.0x at year-end 2025. Debt leverage (Moody's adjusted) could be better than these levels if continued cost efficiencies are more readily realized and more favorable operating results are achieved under evolving business strategy changes and enhancements. Maintenance of steady EBITDA margins in the mid-20% area and the potential for consistent debt pay downs with all available discretionary free cash flow are a key consideration in support of DIRECTV's credit profile. On an operational level, subscriber losses make continued cost cutting a critical part of ensuring that DIRECTV is able to maintain and optimize cash flow generation at levels sufficient to fund steady tax-based cash distributions to its owners given the company's legal structure as a limited liability company. Operating cost efficiency efforts have targeted G&A reductions, including customer service operations and especially the streamlining of customer acquisition costs. Disciplined maintenance capital investing and targeted growth capital investments are also a part of this focus on optimizing cash flow generation. DIRECTV's total subscriber base remains in steady decline at all segments except the company's small DIRECTV via Internet segment. DIRECTV via Satellite subscribers contracted at a 17.5% rate on a year-over-year basis through September 30, 2024 to 6.7 million subscribers, slightly less than the Q2 2024 pace but still at a very high decline pace. These negative fundamental subscriber trends have resulted in DIRECTV via Satellite subscribers declining by almost 60% since a year-end 2019 total of 16.0 million. The company's still sizable overall scale -- adding in DIRECTV via Internet, DIRECTV STREAM and U-verse subscribers to DIRECTV via Satellite subscribers results in 9.7 million aggregated subscribers at September 30, 2024 -- and substantial programming content distribution and spend still does enable some negotiating advantage in content provider contract discussions versus some video distribution peers. DIRECTV has conceded that it cannot predict unexpected sizable falloffs of subscribers and can only operate under limited visibility and on a business as usual basis largely by extrapolating current decline trends over the near to intermediate term. Such limited visibility negatively impacts financial flexibility, especially if the current pace of industry subscriber trends and churn were to materially worsen. The company needs to urgently evolve and transition its current sizable linear bundled television distribution exposure, strengthen its competitive positioning and significantly slow the pace of revenue and subscriber contraction. The company faces growth pressures as revenue and profits are generated from its US linear pay television distribution business, which is facing negative, secularly-driven trends. These negative trends include consumers moving to direct-to-consumer video-on-demand services and terminating traditional linear bundled pay TV services such as those provided by DIRECTV. On September 24, 2024 DIRECTV drew $468 under its $500 million revolving credit facility due August 2028, the full amount then available given $32 million in letters of credit outstanding. This $468 million drawdown and balance sheet cash were invested into a $500 million term loan issued by DISH DBS Issuer LLC, an unrestricted subsidiary of DBS. Based on very recent company disclosures, Moody's fully expect this $500 million term loan to be sold by DIRECTV in the very near term with proceeds used to fully pay down the outstanding revolver draw except for currently outstanding letters of credit. As such, Moody's expect DIRECTV to have a good liquidity profile going forward, supported by solid free cash flow generation and full availability under its $500 million revolving credit facility due August 2028 excluding any outstanding letters of credit. The company also had cash on the balance sheet of $190 million as of September 30, 2024. Moody's expect that the company will maintain cash balances at sufficient levels to operate its business. The company has already fully retired TPG's senior preferred equity and AT&T's junior preferred equity. While the term loan maturing in August 2027 no longer amortizes at 9% annually due to a voluntary prepayment funded with proceeds from a term loan maturing in August 2029, the new 2029 term loan does amortize at 9% annually. Other than that, the company's two term loans have the same terms and include a 50% excess cash flow sweep with first lien net leverage-based step-downs to 25% and 0%. The excess of the company's free cash flow after tax-based cash distributions to equity holders and after any required debt repayments will likely be applied in an optimal way based on DIRECTV's amended and, in Moody's view, more aggressive financial policy. The company could use its excess free cash flow after tax-based cash distributions to equity holders to make discretionary dividend distributions to the company's shareholder(s) or reduce absolute debt balances outstanding to better withstand secular decline pressures on its overall credit metrics. The revolving credit facility due 2028 includes a springing first lien net leverage ratio covenant of 2.25x which is tested when more than 35% of the revolver is drawn. The revolver also has a springing maturity to any remaining August 2027 debt maturities, if outstanding. Moody's expect the company to maintain sufficient cushion under this covenant over Moody's forward outlook period. DIRECTV's ESG Credit Impact Score of CIS-4 reflects governance risks associated with a more aggressive financial policy which includes plans for a $1.625 billion debt-funded dividend, higher debt leverage and full private equity ownership. DIRECTV will be fully private equity owned under a negotiated equity stake sale by 70% owner AT&T. Moody's believe that under AT&T's historical influence DIRECTV's financial policies were guided toward being more meaningfully conservative in scope. The successful evolution of the company's go-forward business strategy remains unclear in terms of its linear bundled television distribution exposure. DIRECTV's management has a three-year-plus record operating as a standalone company since its separation from AT&T in 2021. The board of directors lacks independence because its four independent directors (out of nine total) are non-voting members only. Until TPG's purchase of AT&T's 70% economic stake, AT&T and TPG share equal voting control. The negative outlook reflects the potential for continuing elevated levels of subscriber declines over the next few quarters due to accelerating secular pressures on linear bundled television distribution in the US. The negative outlook also reflects uncertainty regarding the nature of the financing that will enable the purchase of AT&T's stake, as well as the potential for more aggressive financial policy under the company's 100% ownership by a private equity firm. As the synergy-driven value creation potential of an acquisition of DBS dissipates quickly with the passage of time, the rekindling of the now terminated acquisition agreement is viewed as unlikely by DIRECTV management. However, under the remote chance that an agreement can be reached Moody's would expect more elevated debt leverage (Moody's adjusted) under a successful combination with DBS, and this could have negative ratings implications given the uncertainty of end market conditions at the time of a potential acquisition close. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the secular pressures causing substantial subscriber declines within three of the company's four businesses (DIRECTV via Satellite, DIRECTV STREAM and U-Verse), ratings are constrained at the B1 corporate family rating (CFR) level and therefore an upgrade is unlikely. However, over time an upgrade could occur if the company invests in new sustainable businesses such that it generates steady and material revenue growth and continues to maintain low debt leverage (Moody's adjusted). Given industry secular pressures, ratings could be downgraded if the pace of subscriber declines at DIRECTV via Satellite does not slow over the next several quarters to nearer a low double-digit contraction pace on a year-over-year basis before beginning to flatten to levels necessary to facilitate both debt reduction and debt leverage (Moody's adjusted) sustained at a consistent range below 1.75x. Additional ratings pressure could result if management further amends its financial policy to a more aggressive posture or if liquidity deteriorates. The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. Headquartered in El Segundo, CA, DIRECTV is a US pay TV distributor with the bulk of its subscribers accessing the company's product via DBS. DIRECTV had approximately 9.7 million subscribers and $19.7 billion in revenue for the latest 12 months period ending September 30, 2024. Currently, the company's majority economic shareholder is AT&T and its sole minority shareholder is TPG; voting control is split on a 50/50 basis. DOMINATOR INC: Unsecureds Will Get 20% Dividend over 60 Months -------------------------------------------------------------- Dominator, Inc. d/b/a Dominator Street Rods filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business under Subchapter V dated November 12, 2024. The Debtor is a corporation. Since 1988, the Debtor has been in the business of restoring classic cars. The Debtor's financial projections show that the Debtor will have projected disposable income of $19,538.64. The final Plan payment is expected to be paid on December 15, 2029, which is anticipated to be 60 months after the effective date. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 20 cents on the dollar, consistent with the liquidation analysis and projected disposable income. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of Non-priority unsecured creditors. Each holder of a Class 2 claim will receive a dividend of 20%, with 60 monthly payments to the class of $282.26 per month commencing January 15, 2025. This Class is impaired. * Internal Revenue Service: $1,877.13 with Monthly dividend of $6.26. * Employment Development Department: $2,803.38 with Monthly dividend of $9.34. * Brian Hill: $0, late-filed claim. No monthly dividend. * Keric J. Cushing: $80,000.00 with Monthly dividend of $266.66. Plan payments will be made from future earnings of the Debtor. A full-text copy of the Plan of Reorganization dated November 12, 2024 is available at https://urlcurt.com/u?l=LFPzQJ from PacerMonitor.com at no charge. Counsel to the Debtor: David C. Johnston, Esq. 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 Fax: (209) 579-9420 Email: david@johnstonbusinesslaw.com About Dominator, Inc. Dominator, Inc., has been in the business of restoring classic cars. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-41194) on August 12, 2024, with up to $50,000 in assets and up to $500,000 in liabilities. Judge William J. Lafferty presides over the case. The Law Offices of David C. Johnston, is the Debtor's bankruptcy counsel. EASTSIDE DISTILLING: Raises $110,000 in Shares Sale to 2 Investors ------------------------------------------------------------------ Eastside Distilling, Inc., disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission that from December 3 to December 4, 2024, the Company entered into a Securities Purchase Agreement with two accredited investors pursuant to which the Company sold units comprised of a total of 215,686 shares of a newly designated Series G Convertible Preferred Stock and five-year Warrants to purchase a total of 107,843 shares of the Company's Common Stock for total gross proceeds of $110,000. The offers and sales are part of the Company's offering of up to a total of 5,956,467 shares of Series G and Warrants to purchase up to 2,978,234 shares of Common Stock for total gross proceeds of up to $3,037,800. Since the offering of Series G shares and Warrants commenced on November 26, 2024, the Company has sold a total of 1,382,353 shares of Series G and Warrants to purchase 691,176 shares of Common Stock for total gross proceeds of $705,000. The Company intends to use the net proceeds, after deducting offering expenses and related costs, for working capital and general corporate purposes. In connection with this, the Company entered into a registration rights agreement with the investors. The offer and sale of the units were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. About Eastside Distilling Headquartered in Portland, Oregon, Eastside Distilling, Inc. has been producing craft spirits in Portland, Oregon since 2008. The Company is distinguished by its highly decorated product lineup that includes Azunia Tequilas, Burnside Whiskeys, Hue-Hue Coffee Rum, and Portland Potato Vodkas. All Eastside spirits are crafted from natural ingredients for the highest quality and taste. Eastside's Craft Canning + Printing subsidiary is one of the Northwest's leading independent mobile canning, co-packing, and digital can printing businesses. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Eastside Distilling incurred a net loss of $7.5 million during the year ended December 31, 2023. As of June 30, 2024, Eastside Distilling had $16,589,000 in total assets, $18,523,000 in total liabilities, and $1,934,000 in total stockholders' deficit. EDELMAN FINANCIAL: Moody's Rates New $2.15BB 1st Lien Loan 'B2' --------------------------------------------------------------- Moody's Ratings has assigned a B2 to The Edelman Financial Engines Center, LLC proposed $2.156 billion backed senior secured 1st lien term loan due April 2028. This loan is a repricing of the existing B2 rated back senior secured 1st lien term loan, which Moody's expect to be credit positive as it will lower borrowing costs. The transaction is leverage neutral and the maturity and covenants remain the same. When the proposed loan is funded, Moody's will withdraw the rating on the current term loan. The outlook is stable. RATINGS RATIONALE The B2 senior secured 1st lien term loan rating reflects Edelman's position as a leading registered investment advisor (RIA), its leading position in the workplace business, investment grade level scale as measured by revenue and strong asset retention and replacement rates. It also reflects Edelman's high leverage, sensitivity to equity market volatility and the ongoing risk to leverage of the PE owners opt for another debt-funded recapitalization. Moody's note that Edelman's financial profile has continued to improve in 2024. As of Q3 2024, debt-to-EBITDA with Moody's adjustments improved to 5.8x from 6.4x at year-end 2023. While this largely reflects strong financial markets, it also reflects modest net inflows over the last twelve months for both wealth planning and workplace as well as good expense control. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of Edelman's ratings include 1) debt-to-EBITDA sustained below 5.5x; 2) high single-to-double-digit revenue growth rate; or 3) pre-tax income margin above 15% on a consistent basis. Factors that could lead to a negative outlook or downgrade of Edelman's ratings include 1) debt-to EBITDA above 7.5x for a sustained period; 2) declines in customer acquisition rates and retention rates as well as fee rates or; 3) sustained weakening of the company's liquidity profile. EMPIRE TODAY: S&P Lower ICR to 'SD' on Distressed Debt Exchange --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based flooring retailer Empire Today LLC to 'SD' (selective default) from 'CCC' and its issue-level rating on its term loan to 'D' from 'CCC'. S&P will evaluate the company's revised capital structure and its recent strategic initiatives over the next few days and expect to raise the issuer credit rating to the 'CCC' category at that time. The downgrade follows the company's distressed debt restructuring. Empire Today completed a cashless exchange of its term loan for new first- and second-out term loans at a blended discount to par value of about 9%. The company also raised about $100 million of new capital from participating lenders to repay $41 million of outstanding borrowings under its revolving facility, pay transaction expenses, and invest in its operations. S&P said, "In our view, the elevated risk of a covenant breach and the liquidity constraints stemming from Empire Today's deteriorating revenue and pressured operating margin motivated its decision to undertake the distressed transaction, which provided less-than-par compensation to its lenders. In our view, the restructuring did not adversely affect the revolving facility lenders because they were paid in full and benefitted from an increase of 50 basis points in its applicable margin on the new Empire Today IP revolving facility." As part of the transaction, Empire Today extended the maturity of its capital structure, with the new revolving facility and term loans due in 2029 (compared with 2026 and 2028, respectively, for the exchanged facilities). In addition, the new revolving credit facility includes an estimated springing leverage covenant of 21.6x (calculated by dividing total debt at transaction close by $29 million) starting in the quarter ended March 31, 2027. The covenant will be tested if more than 40% of the revolving facility is drawn. Prior to the transaction, Empire Today moved its intellectual property assets to a new subsidiary outside of the existing borrower group, Empire Today IP. This entity is the borrower of the new first- and second-out term facilities and lent the proceeds to the company by way of an intercompany loan. The new term loan facilities are secured by the transferred assets and a pledge of the intercompany loan and are guaranteed on a first-lien basis by the existing borrower group. Empire's declining revenue, due to a weak housing market, contracting operating margin, and high interest expense, hampered its ability to generate free operating cash flow (FOCF). While this transaction improved its liquidity to about $100 million over the near term, S&P believes difficult operating conditions will persist in 2025. The company's elevated debt burden and the uncertainties around the duration of the business cycle could lead to another default absent a material improvement in its FOCF. S&P said, "We plan to reevaluate our ratings on Empire Today shortly to reflect its new capital structure and liquidity position. We intend to review Empire Today's credit profile and reassess our recovery ratings based on its new capital structure. Our review will focus on the long-term viability of the company's capital structure, its recent performance, and our forward-looking opinion of its creditworthiness." This includes its ability to generate FOCF and service its higher debt costs. Empire Today, founded in 1959 in Northlake, Ill., operates as a flooring retailer. The company provides installed flooring products to customers across the U.S., primarily through its 100% commission sales representatives, and uses independent installation crews for installation. It offers carpet, hardwood, laminate, luxury vinyl, vinyl, and tile, serving residential and business customers. In November 2021, the company was acquired by Boston-based Charlesbank Capital Partners. ETHEMA HEALTH: Reports $1 Million Net Loss in Fiscal Q3 ------------------------------------------------------- Ethema Health Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1,000,714 on $1,760,000 of revenues for the three months ended September 30, 2024, compared to a net income of $2,107,537 on $1,353,899 of revenues for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $1,840,192 on $4,550,200 of revenues, compared to a net income of $1,699,665 on $4,219,904 of revenues for the same period in 2023. As of September 30, 2024, the Company had $12,316,463 in total assets, $19,450,935 in total liabilities, and $7,134,472 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2j2z2prr About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com/-- operates in the behavioral healthcare space, specifically in the treatment of substance use disorders. New York, N.Y.-based RBSM LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated May 7, 2024, citing that the Company has suffered recurring losses from operations, 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. EVOKE PHARMA: Laurence Lytton Holds 9.99% Stake ----------------------------------------------- Laurence W. Lytton disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, he beneficially owned 61,274 shares of Evoke Pharma, Inc.'s Common Stock, Class A Warrants to acquire 61,274 shares of Common Stock, Class B Warrants to acquire 61,274 shares of Common Stock and Class C Warrants to acquire 61,274 shares of Common Stock. The Class A Warrants, Class B Warrants and Class C Warrants are subject to a 9.99% beneficial ownership limitation. The percentages reported in the Schedule 13G are based on 734,836 shares of Common Stock outstanding as of August 8, 2024, as reported in the Form 10-Q filed by the Company on August 13, 2024. A full-text copy of Mr. Lytton's SEC Report is available at: https://tinyurl.com/yv9nwwea About Evoke Pharma Headquartered in Solana Beach, Calif., Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The company developed, commercialized, and markets GIMOTI, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adults. San Diego, California-based BDO USA, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Evoke Pharma reported a net loss of $7.79 million for the year ended Dec. 31, 2023, compared to a net loss of $8.22 million for the year ended Dec. 31, 2022. As of September 30, 2024, Evoke Pharma had $14,153,571 in total assets, $9,766,435 in total liabilities, and $4,387,136 in total stockholders' equity. EXAMWORKS BIDCO: Moody's Cuts Rating on Secured 1st Lien Debt to B2 ------------------------------------------------------------------- Moody's Ratings downgraded the ratings of ExamWorks BidCo Inc.'s senior secured first lien bank credit facilities, including the upsized senior secured first lien term loan and senior secured first lien revolving credit facility, to B2 from B1. At the same time, Moody's affirmed the B2 Corporate Family Rating and B2-PD Probability of Default Rating. The outlook remains stable. The downgrade of the rating on the senior secured bank credit facilities follows ExamWorks' announced repricing and $660 million incremental 1st lien term loan issuance. The company intends to use the proceeds to fully pay down its second lien term loan (not rated) and revolving credit facility. The downgrade of the ratings on the senior secured bank credit facilities reflects the additional first lien debt now in the capital structure and removal of loss absorption provided by the second lien debt. The affirmation of the CFR reflects ExamWorks' very good liquidity and consistent track record of strong operating performance and free cash flow generation. Leverage is high at 5.9x at September 30, 2024 pro forma the transaction, but down roughly two turns from the company's June 2021 leveraged buyout. Moody's expect continued deleveraging with debt/EBITDA falling into the low-to-mid 5x range over the next 12-18 months absent material debt-funded acquisitions. RATINGS RATIONALE ExamWorks' B2 CFR reflects its high financial leverage with Moody's adjusted debt/EBITDA in the high 5.0x range for the twelve months ended September 30, 2024. The rating also reflects risk associated with its private equity ownership evidenced by very high initial debt levels following the leveraged buy-out in 2021, as well as a track record of debt-funded acquisitions. ExamWorks' rating is also constrained by its vulnerability to regulatory reviews. However, ExamWorks benefits from its leading market share of the independent medical examination (IME) industry, solid EBITDA margin and diversity of its customer base through adjacent service offerings around the IME core. While the company operates in a fragmented market, it is significantly larger than its nearest competitor. ExamWorks' rating is also supported by its national footprint, with presence in all US states, as well as businesses in the UK, Canada and Australia. Moody's expect ExamWorks to maintain good liquidity over the next 12 to 18 months. Pro forma the transaction, ExamWorks will have $39 million of cash and full availability on its $250 million revolving credit facility. Moody's expect the company's annual free cash flow to exceed $70 million over the next 12 to 18 months. Moody's expect ExamWorks to maintain ample headroom to the maximum total net leverage covenant on the revolving credit facility. ExamWorks' CIS-4 indicates the rating is lower than it would have been if ESG risk exposure did not exist. ExamWorks has exposure to both social risks (S-4) and governance considerations (G-4). The social risk is largely tied to the company's highly skilled physician workforce and exposure to labor shortages and wage inflation. ExamWorks' exposure to governance considerations reflects the company's high financial leverage and track record of debt-funded acquisitions under private equity ownership. The stable outlook reflects Moody's expectation that financial leverage will remain high, but improve due to continued earnings growth over the next 12-18 months. It also reflects Moody's expectation that the company will not engage in any material debt-financed acquisitions or shareholder initiatives without first reducing its financial leverage, and that company will continue to generate solid free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if ExamWorks experiences continued favorable growth in both revenue and EBITDA. Additionally, a strong liquidity profile and debt-to-EBITDA sustained below 5.0x could support an upgrade. The rating could be downgraded if pricing of ExamWorks' services face downward pressure or significant client losses result in declining revenues or operating profits. Additionally, aggressive financial policies that weaken credit metrics, or a deterioration in the company's liquidity profile, could result in a downgrade. If the company sustains debt-to-EBITDA greater than 6.5x for more than 12-18 months, a downgrade is possible. Headquartered in Atlanta, GA, and Sarasota, FL, ExamWorks is a leading provider of independent medical examinations (IME), consisting of peer reviews, bill reviews, Medicare compliance services and IME-related services, operating out of more than 300 service centers across the United States, United Kingdom, Australia, and Canada. These services are provided to the insurance and legal industries, third-party administrators, self-insured parties and federal and state agencies. Examinations pertain largely to workers' compensation, automobile, disability and group health claims. The company is owned by financial sponsors CVC Capital Partners ("CVC"), Leonard Green & Partners, L.P. ("LGP") and GIC Private Limited ("GIC"). For the twelve months ended September 30, 2024 the company generated revenues of approximately $2.0 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. FLEXSYS INC: Moody's Cuts CFR to 'Caa2', Outlook Negative --------------------------------------------------------- Moody's Ratings has downgraded the Corporate Family Rating of Flexsys, Inc.'s to Caa2 from B2, Probability of Default Rating to Caa2-PD from B2-PD, and the ratings on the company's senior secured first lien revolving credit facility and the senior secured first lien term loan to Caa2 from B2. The outlook remains negative. Governance considerations are a key driver of this rating action. Moody's revised Flexsys' ESG Credit Impact Score (CIS) to CIS-5 from CIS-4 to reflect the change in the Governance Issuer Profile Score (IPS), which was changed to G-5 from G-4 to indicate heightened risks associated with the company's financial strategy and risk management and management credibility and track record. RATINGS RATIONALE The downgrade and negative outlook reflects Flexsys' continuing weak financial performance, deterioration in credit metrics and declining liquidity in 2024. The slow demand recovery in North America and Europe, weak pricing and margins, and higher than expected restructuring costs have led to the deterioration in liquidity. Flexsys reported weak financial results in year-to-date September 2024. Despite higher volume supported by solid growth from the Asian market, demand recovery remained weak in Flexsys' Western economies in 2024. Pricing pressure with the ease of inflation and the business mix shift toward higher volumes from price sensitive Asian markets have also led to lower revenue and margin compression. Flexsys continued to incur large restructuring and transition related costs that have extended beyond what is typical for a carveout transaction. The combination of restructuring costs and high interest expense have continued to generate negative free cash flow and weaken liquidity during the year. Its leverage, as measured by Moody's-adjusted debt/EBITDA, reached more than 15.0x for the twelve months ending September 2024, up from 10.0x in 2023. Driven by weak earnings, Flexsys generated negative free cash flow of -$30 million in the first three quarters of 2024. This has significantly weakened its liquidity position, with its total available liquidity falling to $18 million at end-September 2024, down from $47 million at end 2023. Moody's expect that Flexsys' operating and financial performance will continue to be challenged in 2025, driven by the slow demand growth and low visibility on company's ability to reduce its restructuring and transition related costs. In Moody's base case assumptions, Moody's expect that Flexsys' adjusted Debt/EBITDA will remain elevated at more than 10.0x with continued negative free cash flow that will require access to external funding next year. However, with only $18 million available liquidity at the period ending September 2024, Flexsys' liquidity will be inadequate. Flexsys' business profile is supported by its leading global market position in vulcanizing agents, a strong reputation for product quality, long term customer relationships, propriety products and process technology, and its global manufacturing capabilities. Flexsys' liquidity is weak. It had $10 million of cash on the balance sheet and about $8 million of availability under the $100 million cash flow revolver at the end of the third quarter of 2024. The revolver has a springing first lien net leverage covenant set at a maximum of 7.25x and is tested when amounts outstanding at the end of the quarter exceed 35% of the total or $35 million. The company has sufficient headroom under this covenant with the latest quarterly ratio at 5.6x based on credit agreement definition. In Moody's base case scenario, Moody's expect that Flexsys' available liquidity will be stressed and inadequate through 2025. Structural consideration The Caa2 rating on the senior secured credit facilities is commensurate with the CFR as the first lien debt constitutes the entirety of the outstanding debt in the capital structure. The first lien term loan is secured by a first lien on the assets of the borrower and its domestic subsidiary guarantors, and stock pledges in foreign subsidiaries. The German and Belgian subsidiaries are also guarantors, but only certain assets of these subsidiaries are included in the collateral package. The negative outlook reflects Flexsys' weak liquidity and credit metrics and the uncertainties around its earnings and cash flow improvement to more sustainable levels over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade the rating if Flexsys' liquidity continues to deteriorate or operating performance fails to improve. A distressed exchange would be considered a default under Moody's definition. Alternatively, Moody's may consider stabilizing the outlook if Flexsys improves its liquidity and operating performance. The ratings could be upgraded if Flexsys demonstrates its ability to improve cash flow and operating performance on a sustained basis. Flexsys' Credit Impact Score of CIS-5 indicates that the rating is lower than it would have been if ESG risks did not exist. Governance is viewed as weak from a credit standpoint due to elevated financial leverage and weak liquidity position. In addition, weak scores for environmental risks reinforce the negative ESG impact on the rating. Environmental risks are elevated due to the level of pollution generated and the toxic, hazardous or flammable nature of the products used and produced by the company. Flexsys, Inc., headquartered in Akron, OH, is the only global manufacturer of vulcanizing agents, antidegradants and stabilizers, which are critical to the performance of higher performance passenger car and truck tires. One Rock Capital Partners purchased the business from Eastman Chemical Company in November 2021. The Company has annual sales of close to $500 million. The principal methodology used in these ratings was Chemicals published in October 2023. FORGE INNOVATION: Reports $105,518 Net Loss in Fiscal Q3 -------------------------------------------------------- Forge Innovation Development Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $105,518 on $178,380 of total revenue for the three months ended September 30, 2024, compared to a net loss of $665,605 on $132,760 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 $1,475,098 on $490,498 of total revenue, compared to a net loss of $583,078 on $310,770 of total revenue for the same period in 2023. The Company had an accumulated deficit of $3,716,913 as of September 30, 2024. As of September 30, 2024, the Company had $8,262,655 in total assets, $6,419,334 in total liabilities, and $1,843,321 in total equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/yhbjhvh8 About Forge Innovation Jurupa Valley, Calif.-based Forge Innovation Development Corp. focuses on real estate development, land purchasing and selling, and property management. The Company's primary objective is commercial and residential land development, including, to a lesser extent, the possible purchase and sale of real estate, targeting properties primarily in Southern California. Rowland Heights, Calif.-based Simon & Edward LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, which raise substantial doubt about the Company's ability to continue as a going concern. For the year ended December 31, 2023, Forge Innovation Development reported a net loss of $1,250,242 on $438,474 of total revenue, compared to a net loss of $34,112 on $122,604 of revenue for the same period in 2022. FRANCHISE GROUP: Plan Contemplates Two Scenarios ------------------------------------------------ Franchise Group, Inc., and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Chapter 11 Plan dated November 11, 2024. The Debtors are a privately held operator and acquirer of franchised and franchisable businesses. The Debtors' business segments include a diverse collection of highly recognized, market-leading, and emerging retail brands, including The Vitamin Shoppe, Pet Supplies Plus ("PSP"), American Freight, and Buddy's Home Furnishings ("Buddy's"). The Debtors operate both franchise and corporate-owned programs with respect to each of their business segments. Prior to the commencement of these Chapter 11 Cases, on November 1, 2024, the Debtors and certain beneficial holders of, or investment advisors, sub-advisors or managers of discretionary funds, accounts or sub-accounts, that beneficially hold more than at least two-thirds in dollar amount and more than one-half in number of the aggregate outstanding principal amount of the Prepetition First Lien Loan Claims (the "Consenting First Lien Lenders") entered into that certain Restructuring Support Agreement (the "Restructuring Support Agreement"). Pursuant to the Restructuring Support Agreement, simultaneously with the filing of the Plan, the Debtors are conducting Store Closing and Liquidation Sales at American Freight and conducting a marketing and sale process for all of their assets pursuant to section 363 of the Bankruptcy Code. Pursuant to the Plan, among other things, Holders of Claims and Interests against the Debtors shall receive the following treatment as of the Effective Date: * In full satisfaction, settlement, release and discharge of the Allowed DIP Claims, on the Effective Date, (i) if the Plan Equitization Transaction is consummated, (x) first, all Allowed DIP Claims arising from Tranche A DIP Loans (other than those Tranche A DIP Loans that are converted into Reorganized Common Equity pursuant to the DIP Premium Conversion) shall be converted into Take-Back Term Loans, on a dollar-for-dollar basis, (y) second, the Allowed DIP Claims arising from Tranche B DIP Loans shall be converted into Take-Back Term Loans, ratably, on a dollar-for-dollar basis in an amount necessary to cause the Reorganized Debtors to have pro forma net debt of $600 million as of the Effective Date after giving effect to the Restructuring Transactions (the "Pro Forma Leverage Cap"), and (z) third, any Allowed DIP Claims that remain outstanding after giving effect to the transactions contemplated in clauses (x) and (y) hereof shall be converted into Reorganized Common Equity at a 25% discount to total equity value of the Reorganized Debtors as will later be set forth in an amendment to this Disclosure Statement and/or Plan Supplement (the "DIP Equitization"), or (ii) if a Sale Transaction is consummated, all Allowed DIP Claims shall be indefeasibly paid in full in Cash from Sale Proceeds. * Holders of Allowed General Unsecured Claims against Franchise Group, Inc. shall receive: (i) in the event the Restructuring Transactions are consummated through a Plan Equitization Transaction, [•]; or (ii) in the event the Restructuring Transactions are consummated through a Sale Transaction, its pro rata share of the OpCo General Unsecured Claims Distribution allocable to Franchise Group, Inc., if any. If the proceeds of the Sale Transaction do not result in a OpCo General Unsecured Claims Distribution, then such Holder of a General Unsecured Claim at Franchise Group, Inc. shall receive no consideration on account of its General Unsecured Claim at Franchise Group, Inc. * Holders of Allowed General Unsecured Claims against the American Freight Debtors shall receive the greater of (x) the recovery such claimant would be entitled to receive under chapter 7 or section 1129(a)(7) of the Bankruptcy Code (i.e., its pro rata share of any residual Liquidation Proceeds), and (y) [•]. * Holders of Allowed General Unsecured Claims against the Buddy's Debtors shall receive: (i) in the event the Restructuring Transactions are consummated through a Plan Equitization Transaction, the greater of (x) the recovery such claimant would be entitled to receive under section 1129(a)(7) of the Bankruptcy Code, and (y) [•]; or (ii) in the event the Restructuring Transactions are consummated through the Sale Transaction, its pro rata share of the OpCo General Unsecured Claims Distribution allocable to the Buddy's Debtors, if any. If the proceeds of the Sale Transaction do not result in a OpCo General Unsecured Claims Distribution, then such Holder of a General Unsecured Claim against the Buddy's Debtors shall receive no consideration on account of its General Unsecured Claim against the Buddy's Debtors. * Holders of Allowed General Unsecured Claims against the PSP Debtors shall receive: (i) in the event the Restructuring Transactions are consummated through the Plan Equitization Transaction, the greater of (x) the recovery such claimant would be entitled to receive under section 1129(a)(7) of the Bankruptcy Code, and (y) [•]; or (ii) in the event the Restructuring Transactions are consummated through the Sale Transaction, its pro rata share of the OpCo General Unsecured Claims Distribution allocable to the PSP Debtors, if any. If the proceeds of the Sale Transaction do not result in a OpCo General Unsecured Claims Distribution, then such Holder of a General Unsecured Claim against the PSP Debtors shall receive no consideration on account of its General Unsecured Claim against the PSP Debtors. * Holders of Allowed General Unsecured Claims against the Vitamin Shoppe Debtors shall receive: (i) in the event the Restructuring Transactions are consummated through the Plan Equitization Transaction, the greater of (x) the recovery such claimant would be entitled to receive under section 1129(a)(7) of the Bankruptcy Code, and (y) [•]; or (ii) in the event the Restructuring Transactions are consummated through the Sale Transaction, its pro rata share of the OpCo General Unsecured Claims Distribution allocable to the Vitamin Shoppe Debtors, if any. If the proceeds of the Sale Transaction do not result in a OpCo General Unsecured Claims Distribution, then such Holder of a General Unsecured Claim against the Vitamin Shoppe Debtors shall receive no consideration on account of its General Unsecured Claim against the Vitamin Shoppe Debtors. * Except to the extent that a Holder of an Allowed HoldCo General Unsecured Claim agrees to less favorable treatment on account of their claim, each Holder of an Allowed HoldCo General Unsecured Claim shall receive: (i) in the event the Restructuring Transactions are consummated through the Plan Equitization Transaction, no distribution or recovery on account of its HoldCo General Unsecured Claim; or (ii) in the event the Restructuring Transactions are consummated through the Sale Transaction, its pro rata share of the HoldCo General Unsecured Claims Distribution, if any. If the proceeds of the Sale Transaction do not result in a HoldCo General Unsecured Claims Distribution, then such Holder of a HoldCo General Unsecured Claims Distribution shall receive no consideration on account of its HoldCo General Unsecured Claim. * Whether the Restructuring Transactions are consummated through the Plan Equitization Transaction or the Sale Transaction, each Holder of an Allowed Existing Intercompany Equity Interest shall receive no distribution on account of its Existing Intercompany Equity Interest, which shall, at the election of the Debtors, be (i) extinguished, canceled and/or discharged on the Effective Date, or (ii) reinstated and otherwise survive the Debtors' restructuring by virtue of such Existing Intercompany Equity Interest being left unimpaired; provided that in the event the Restructuring Transactions are consummated through the Plan Equitization Transaction, such election shall be with the consent of Required Consenting First Lien Lenders. The Disclosure Statement still has blanks as to the estimated allowed amount and percentage recovery for holders of unsecured claims. Pursuant to the Restructuring Support Agreement and the Plan, the Debtors commit to (i) commence Store-Closing and Liquidation Sales of the American Freight Debtors and (ii) either (a) effectuate a sale of all or substantially all of the remaining assets of the Debtors pursuant to a Sufficient Bid and consummating a Sale Transaction or (b) consummate the Plan Equitization Transaction. In the event of the consummation of the Plan Equitization Transaction, all Allowed Prepetition First Lien Loan Claims will be equitized into 100% of Reorganized Common Equity (subjection to dilution from (1) the Management Incentive Plan, (2) the DIP Premium Conversion, (3) the DIP Equitization, and (4) the New Warrants). Simultaneously with the commencement of these Chapter 11 Cases, the Debtors have launched a fulsome marketing process that will permit the solicitation of bids for all or some of the Debtors' assets. The Sale Transaction is an alternative to the Plan Equitization Transaction and operates as a "market check" to ensure that the Debtors are maximizing the value of their assets for the benefit of all stakeholders. A Sale Toggle Event will occur if the Debtors enter into one or more qualifying asset purchase agreements or other definitive document to consummate a Sale Transaction, solely to the extent entered into in connection with a Sufficient Bid. A Sufficient Bid (i.e., a bid that allows the Debtors to "toggle, " or pivot from a Plan Equitization Transaction to a Sale Transaction) is one that, among other things, (i) will substantially contemporaneously with closing of such Sale Transaction satisfy in full, in cash the Allowed DIP Claims, Allowed Prepetition First Lien Loan Claims, and Allowed Prepetition ABL Loan Claims, or (2) is otherwise consented to by the Consenting First Lien Lenders. The Debtors anticipate that a Plan Equitization Transaction will be effectuated pursuant to one of two potential structures. In one structure, the New ABL Facility, Take-Back Term Loans, Reorganized Common Equity and New Warrants will be issued by New TopCo, which will continue to own its subsidiaries (the "Existing Structure"). In the alternative structure, the Debtors' assets will be transferred to a newly-formed entity ("Newco") (the "Newco Structure"). The tax consequences of a Plan Equitization Transaction will depend on whether the Existing Structure or the Newco Structure will be used. A full-text copy of the Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=fpPTJk from Kroll Restructuring Administration LLC, claims agent. Proposed Co-Counsel to the Debtors: Edmon L. Morton, Esq. Shella Borovinskaya, Esq. Matthew B. Lunn, Esq. Allison S. Mielke, Esq. Shella Borovinskaya, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: emorton@ycst.com mlunn@ycst.com amielke@ycst.com sborovinskaya@ycst.com Debra M. Sinclair, Esq. Matthew A. Feldman, Esq. Betsy L. Feldman, Esq. Joseph R. Brandt, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 Email: dsinclair@willkie.com mfeldman@willkie.com bfeldman@willkie.com jbrandt@willkie.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 Bankruptcy 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. FRONTDOOR INC: Moody's Rates New Secured Credit Facility 'Ba2' -------------------------------------------------------------- Moody's Ratings assigned a Ba2 rating to Frontdoor, Inc.'s proposed new senior secured credit facility consisting of a new $250 million revolver due 2029, a new $418 million term loan A due 2029 and a new $800 million term loan B due 2031. Proceeds from the new term loans will be used to refinance existing term loans ($586 million) and fund the acquisition of 2-10 Home Buyers Warranty ($585 million), with the remaining amount for general corporate purposes and related transaction fees. The outlook remains stable. Frontdoor, based in Memphis, Tennessee, is a US provider of home warranty service plans. RATINGS RATIONALE The Ba2 CFR reflects Moody's expectation for balanced financial policies that maintain financial leverage, as expressed by debt-to-EBITDA, below 3.5x. Pro forma for the proposed refinancing transaction as well as acquired EBITDA from the acquisition, Moody's adjusted debt-to-EBITDA is just below 3x, and Moody's expect leverage will decline further over the next 12 to 18 months through earnings growth primarily. Moody's expectation of greater than 15% pro forma free cash flow-to-debt and limited capital expenditure requirements provide additional support to the rating. Despite improved customer retention rates compared to historical performance, account growth is hampered by large declines in its existing home sales (real estate) market channel and by direct customer origination softness. Demand for new warranty plans is correlated with cyclical macroeconomic conditions and real estate market activity, which remains pressured by a historically high mortgage rate environment. However, Frontdoor has been able to offset volume declines and inflationary cost pressure with price increases among its installed customer base, sustaining revenue growth. Home warranty contracts are typically one year in duration, which means that Frontdoor can regularly pass along increased costs through price hikes upon renewals. Frontdoor's recurring subscription-based revenue stream along with customer retention rates of roughly 77% (as of Q3 FY24) provide good visibility into revenue and earnings. The company competes against regional players and units of insurance companies, among others, in a competitive home warranty services market. However, Frontdoor's scale and national network of independent home service technicians would be difficult to replicate and represents a meaningful barrier to competition. The SGL-1 speculative grade liquidity (SGL) rating reflects Moody's assessment of Frontdoor's liquidity profile as very good. Pro forma for the refinancing transaction, the company will have $176 million of unrestricted cash and full availability under the company's $250 million revolving credit facility. Moody's expect free cash flow generation to exceed $175 million over the next year, which will be more than sufficient to cover the required annual term loan amortization (roughly $29 million per year). The proposed refinancing contains the same covenants as existing debt. The revolving credit facility and term loan A are subject to a maximum first lien net leverage maintenance covenant set at 3.5x, which can flex up to 4.0x following a material acquisition for four quarters, at Frontdoor's election. Moody's expect the company will remain in compliance with the covenant over the next year. The term loan B is not subject to any financial covenants. The instrument ratings are rated Ba2, in-line with the CFR as this is the only class of debt in the capital structure. All financial metrics cited reflect Moody's standard analytical adjustments. The stable outlook reflects Moody's expectation that leverage will decline modestly to the high 2x range primarily with earnings growth over the next 12 to 18 months. Moody's do not anticipate the 2-10 HBW acquisition will be dilutive to margins and Moody's expect pro forma EBITA margins will remain above 15% over the next 12-18 months, with free cash flow-to-debt above 15%. The stable outlook also reflects Moody's expectation that Frontdoor will not incur additional debt over the next 12 to 18 months. Moody's also expect the company to manage its capital allocation strategy in the event of weaker than anticipated operating results, such that debt/EBITDA remains below 3.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expect: 1) Frontdoor's products and services to become more diverse and address a larger market; 2) debt-to-EBITDA to remain below 2.5x; 3) Frontdoor will maintain a lower proportion of secured to total debt, thereby increasing its financial flexibility; and 4) conservative financial policies limiting the potential for large leveraging debt-financed acquisitions. The ratings could be downgraded if Moody's expect: 1) declines in revenue growth or customer retention rates; 2) Frontdoor's costs to deliver service remains elevated, leading to EBITA margins remaining below 12%; 3) debt-to-EBITDA maintained above 3.5x; or 4) aggressive shareholder returns or acquisition policies. The principal methodology used in this rating was Business and Consumer Services published in November 2021. Frontdoor, based in Memphis, TN, is a national provider of home service plans. Brands include American Home Shield and Frontdoor. The company reported roughly $1.8 billion of revenue for the twelve-month period ended September 30, 2024. FTX TRADING: Settles With Congressional PACs in Chapter 11 ---------------------------------------------------------- Emily Lever of Law360 reports that FTX reaches multiple settlements with political action committees in bankruptcy proceedings in November 2024, including deals with the Democratic-aligned Senate Majority PAC and the House Majority PAC worth $3 million and $6 million, respectively. 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. G.D. III: Unsecureds Will Get 8% to 30% in Liquidating Plan ----------------------------------------------------------- G.D. III, Inc. and affiliates, and Patricia B. Jefferson, the Chapter 11 trustee for the Debtors, submitted a Disclosure Statement for Joint Plan of Liquidation dated November 12, 2024. GD III, a Maryland Corporation, was formed on or about September 2, 2014. All of GD III's stock is owned by George Divel, III. GD III is the managing member of Patterson Park and Hanover Street. Patterson Park, a Maryland limited liability company, was formed on or about December 6, 2017. Patterson Park's purpose was to entitle, develop, and/or construct single-family homes on the real property located at 12 S. Patterson Park Avenue, Baltimore, MD 21231 in the Butcher's Hill neighborhood (collectively, the "Patterson Property"). Patterson Park's purported ownership structure is GD III (50%) and Tour Div (50%). Hanover Street, a Maryland limited liability company, was formed on or about June 27, 2017. Hanover Street's purpose was to entitle, develop, and/or construct single-family homes in the South Baltimore neighborhood. Hanover Street, acting through Patricia Jefferson in her role as Chapter 11 trustee for GD III, effectuated the sale of the remaining Hanover Street properties prior to filing Hanover Street's chapter 11 petition in August 2023. Patterson Park possesses Cash totaling approximately $611,796.24. This Cash represents the net proceeds from the sale of the Patterson Property, which occurred on or about January 8, 2024. Hanover Street possesses Cash totaling approximately $546,823.01. This Cash represents the net proceeds from the sale of real property that occurred prior to the Hanover Street Petition Date. Combined, the Debtors' Cash totals approximately $1,158,619.25. The remaining assets include valuable Avoidance Actions and Causes of Action. The Plan will be funded from the Debtors' Cash and recoveries from Avoidance Actions and Causes of Action. The Plan is funded from (1) the Debtors' accumulated Cash as of the Effective Date and (2) net recoveries from Avoidance Actions, Causes of Action, and other miscellaneous litigation. The Plan further provides for the appointment of the Plan Administrator and grants her standing and authority to litigate Avoidance Actions, Causes of Action, other miscellaneous litigation, and objections to Claims, and to make Distributions under the Plan. Periodic Distributions of Cash from these two sources, as and when available, will be made to the Holders of Allowed Claims and Interests. Class 4 consists of Allowed Unsecured Claims. Class 4 Claims shall be paid after payment of Allowed Administrative Claims, Professional Fee Claims, Allowed Priority Tax Claims, and Classes 1-3. Allowed Class 4 Claims will be paid their Pro Rata Share pursuant to the substantive consolidation provisions identified in Section 2.2 of this Plan. To the extent the Plan Proponents recover additional Assets pursuant to successful Avoidance Actions, Causes of Action, or miscellaneous litigation, such Assets shall be used to pay, to the extent applicable, Allowed Administrative Claims, Professional Fee Claims, Allowed Priority Tax Claims, and Classes 1 to 3 before being distributed to Class 4 Claimants on a Pro Rata basis. Jim Uveges filed Claim number 4 against GD III for $75,000.00 and Claim number 4 against Hanover Street for $75,000.00. These two Claims appear to be duplicative. Pursuant to the substantive consolidation provisions identified in Section 2.2 of the Plan, these two Claims will be treated as one claim of $75,000.00 to avoid payment on duplicate Claims. Similarly, Michael and Mary Gianforte filed Claim number 11 against GD III for $485.00 and Claim number 2 against Hanover Street for $485.00. These two Claims appear to be duplicative. Pursuant to the substantive consolidation provisions identified in Section 2.2 of the Plan, these two Claims will be treated as one claim of $485.00 to avoid payment on duplicate Claims. Upon approval of the Touradji 9019 Motion, Pegah Touradji shall have an allowed claim against the Debtors for $6,336,726.99. A portion of this claim will be paid pursuant to Class 3. The remaining portion of Pegah Touradji's claim not paid pursuant to the distribution to Class 3 shall be entitled to a distribution from the Class 4 Claims on a pro rata basis. The Plan Proponents contemplate objecting to several Class 4 Claims. The Plan Proponents expressly reserve all of their rights pursuant to applicable law to object to any Class 4 Claim. The Plan Proponents anticipate making a distribution between 8% to 30% of Allowed Claims in Class 4. The Class 4 Claims are impaired under the Plan. Class 5 consists of Allowed Interests in the Debtors. The holders of Interests in the Debtors will receive no distribution under the Plan on account of such Interests, and such Interests will be deemed cancelled and extinguished, without further act or action under any applicable law, regulation, order or rule. The Plan will be funded from two sources: (1) accumulated Cash as of the Effective Date, and (2) the net recoveries from Avoidance Actions, Causes of Action, and other miscellaneous litigation. Specifically, the Plan Proponents are investigating various causes of action against George Divel, III, Chance Development, LLC, Brian Chance, TCP 1150, LLC, Nordstrom Visa, TD Bank USA, N.A., American Express National Bank, and related entities for, among other things, Avoidance Actions, breaches of fiduciary duty, unjust enrichment, and other miscellaneous litigation. The Plan Proponents intend to apply any recovery from these causes of action towards Plan Distributions. The Plan Proponents expressly reserve any and all rights to file suit against the aforementioned entities for any and all Avoidance Actions, Causes of Action, and any other claim or cause of action available to the Plan Proponents. The Plan Proponents further expressly reserve any and all rights to file suit against any entity not expressly listed herein for any and all Avoidance Actions, Causes of Action, and any other claim or cause of action available to the Plan Proponents. A full-text copy of the Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=cmQNoV from PacerMonitor.com at no charge. Counsel to the Chapter 11 Trustee: Addison J. Chappell, Esq. Miles & Stockbridge P.C. 100 Light Street, 7th Floor Baltimore, Maryland 21202 (410) 385-3481 Email: achappell@milesstockbridge.com About G.D. III G.D. III, Inc. is a Baltimore-based company engaged in renting and leasing real estate properties. G.D. III filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12393) on May 3, 2022, with $6,500,000 in assets and $7,549,273 in liabilities. On June 15, 2023, 12-16 S. Patterson Park Avenue Development, LLC filed Chapter 11 petition (Bankr. D. Md. Case No. 23-14209), with up to $10 million in both assets and liabilities. The cases are jointly administered under Case No. 22-12393. Judge Michelle M. Harner oversees the cases. G.D. III tapped Timothy Mummert, Esq., at Mummert Law Firm as legal counsel and Richard Fleischer, CPA as accountant. Addison J. Chappell, Esq., at Miles & Stockbridge PC serves as legal counsel for 12-16 S. Patterson Park Avenue Development and Patricia Jefferson, the Chapter 11 trustee appointed in G.D. III's case, while Larry Strauss ESQ, CPA & Associates, Inc. serve as their tax advisor and accountant. GENESIS ENERGY: Moody's Rates New Senior Unsecured Notes 'B3' ------------------------------------------------------------- Moody's Ratings assigned a B3 rating to Genesis Energy, L.P.'s proposed senior unsecured notes. Proceeds from the new notes issuance will be used to repay part of the company's 2027 notes, repay borrowings under its revolving credit facility and for general partnership purposes. Genesis Energy's existing ratings are unchanged, including the B2 Corporate Family Rating and B3 ratings on its existing senior unsecured notes. The rating outlook is stable. "Genesis Energy's proposed notes issuance is largely leverage neutral and will improve the company's liquidity," stated Thomas Le Guay, Moody's Ratings Vice President. "Moody's expect the company's leverage to remain high for longer due to operating underperformance at its key businesses, with scope for debt reduction to start in the latter half of 2025." RATINGS RATIONALE The proposed senior unsecured notes are rated B3, the same as Genesis Energy's other senior unsecured notes, and will rank pari passu with the existing notes. The notes are rated one notch below its B2 CFR because of their contractual subordination to the senior secured revolving credit facility. Genesis Energy will use the proceeds from the notes to repay part of the $981 million of notes outstanding that are due in January 2027, repay borrowings under its revolving credit facility and for general corporate purposes. Genesis Energy's B2 CFR benefits from the scale of its primary businesses, a meaningful proportion of fee-based cash flow, and a high degree of business line diversification relative to its size, with offshore pipeline transportation, soda and sulfur services, marine transportation, and onshore facilities & transportation operations. The company is a large US producer of natural soda ash, which enjoys cost advantages over synthetic soda ash production and generates relatively steady cash flow. The company will benefit from higher earnings from its offshore transportation business starting in the second quarter of 2025 following the completion of new offshore wells that will increase throughput volumes, and from the continued strong performance of its marine transportation business which, combined with the completion of the company's large capital expansion programs, will likely result in meaningful positive free cash flow starting in the second half of 2025. Genesis Energy's CFR is constrained by the company's high leverage, with Moody's-adjusted Debt to EBITDA reaching 6.6x as of September 30, 2024, and the potential for continuing negative free cash flow through the first half of 2025 as a result of lower than expected production from offshore producers due to operational issues. The company's earnings will likely face continued headwinds through 2025 from subdued soda ash prices, which will partially offset the benefit of new production volumes from its Granger mine expansion. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that Genesis Energy will have adequate liquidity over the next 12 to 18 months, supported by cash flow from operations and unused availability of $687.9 million as of September 30, 2024 under its $900 million revolving credit facility maturing in September 2028 (springing to three months before any prior note maturity if more than $150 million such notes remain outstanding). The credit facility has three financial covenants which are in the process of getting the following temporary waivers: (1) a maximum consolidated leverage ratio of 5.75x through September 30, 2025 and 5.50x thereafter; (2) a maximum senior secured leverage ratio of 2.50x; and (3) a minimum interest coverage ratio of 2.00x through December 31, 2025, 2.25x from and after December 31, 2025 through December 31, 2026 and 2.50x thereafter. Moody's expect Genesis Energy to remain in compliance with its financial covenants over the next 12 to 18 months, with modest cushion. The company's next debt maturity will be the remainder of the $981 million of notes due in January 2027. Substantially all of Genesis Energy's assets are currently pledged as security under the revolver which limits the extent to which asset sales could provide additional sources of liquidity. The stable outlook balances the company's high leverage and operating underperformance at its key businesses with Moody's expectation for free cash flow generation to be applied toward debt reduction from the second half of 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Genesis Energy's businesses exhibit steady earnings growth and Debt to EBITDA is sustained at or below 5.0x. The ratings could be downgraded if Genesis Energy's core business fundamentals deteriorate, it generates greater than expected negative free cash flow or does not execute on growth projects, Debt to EBITDA does not decline below 6.0x on a sustained basis, interest coverage does not rise above 2.0x. Genesis Energy, L.P., headquartered in Houston, Texas, is a master limited partnership (MLP) with midstream assets located in the US Gulf Coast region and soda ash operations in Wyoming. The company conducts a wide variety of operations through four different business segments: offshore pipeline transportation, soda and sulfur services, onshore facilities & transportation, and marine transportation. The principal methodology used in this rating was Midstream Energy published in February 2022. GIRARD HOUSE: Seeks to Extend Plan Exclusivity to Feb. 14, 2025 --------------------------------------------------------------- Girard House Cooperative, LCA, asked the U.S. Bankruptcy Court for the District of Columbia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to February 14, 2025 and April 15, 2025, respectively. The Debtor's property consists of 36 units, of which roughly one third are not generating revenue, either because they are vacant or because the occupants are not paying the assessments for those units. The lack of revenue from those units is the underlying cause of the Debtor's bankruptcy. Recognizing the hardship that its laws imposed on building owners, in September 2024 the District of Columbia issued a request for proposals by adversely affected properties, offering potential supplemental financing of up to $30,000 per unit. Girard House fits squarely within the criteria established by the City to qualify for assistance. Girard House may be selected for City assistance, or it may not. If it is selected, the amount for which it may qualify could be as much as $1,080,000, or some lesser amount. The potential assistance could make a huge difference in the nature of a potential Chapter 11 Plan for the Debtor, considering that the Debtor's senior secured lender claims a total of slightly less than $4.6 million. The Debtor explains that proposing a Chapter 11 Plan based on the assumption that the Debtor will receive assistance from the City would be presumptuous. Proposing a Plan without any allowance for the potential for such assistance would be derelict. With a City decision so close at hand, it only makes sense to wait for the outcome of that decision before proposing a Plan. The Debtor requests the Court to extend that exclusivity period by 90 days so that the Debtor's Plan may appropriately reflect whatever decision the District of Columbia may make about extending additional support to the Debtor. The Debtor claims that it has been making very substantial adequate protection payments to its senior secured creditor, in amounts that roughly equal the amount of non-default interest on the outstanding principal of that credit facility. Presuming that such adequate protection payments continue, no material harm will inure to the noteholder were the Court to extend by 90 days the Debtor's period of exclusivity. Girard House Cooperative, LCA is represented by: David E. Lynn, Esq. DAVID E. LYNN, P.C. 15245 Shady Grove Road, Suite 465 North Rockville, MD 20850 Phone: (301) 255-0100 Email: davidlynn@verizon.net About Girard House Cooperative Girard House is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Girard House Cooperative, LCA filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 24-00260) on July 19, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Hilda Ziegler, Board President. Judge Elizabeth L Gunn presides over the case. David E. Lynn, Esq., at DAVID E. LYNN, P.C., is the Debtor's counsel. GOAT HOLDCO: Moody's Assigns B2 Rating to New Senior Secured Notes ------------------------------------------------------------------ Moody's Ratings assigned a B2 rating to a new senior secured notes issuance by Goat Holdco, LLC (dba "Barnes"). The company's B2 corporate family rating, B2-PD probability of default rating and B2 ratings on the company's senior secured 1st lien revolver and term loan remain unchanged. The outlook is stable. The new senior secured notes will be pari passu with all other senior secured debt. The term loans and notes represent the preponderance of debt in the company's capital structure, and hence are rated at the same level as the CFR. Proceeds from the senior secured notes and from a first-lien senior secured term loan launched last week will be used to fund private equity firm, Apollo Global Management, Inc.'s ("Apollo") acquisition of publicly-traded Barnes Group Inc. The total transaction value approximates $3.6 billion. RATINGS RATIONALE Barnes' B2 CFR reflects its high leverage (pro forma adjusted debt/EBITDA of around 6.5x) following the largely debt funded Apollo acquisition. However, Moody's expect that the company will de-lever with debt/EBITDA improving below 6.0x by the end of 2025. Deleveraging will require earnings improvement, as Moody's do not expect meaningful debt reduction beyond the amortization on the term loan. Free cash flow in 2025 will be constrained by cash costs to accelerate the company's margin improvement and working capital to support top-line growth. However, Moody's expect free cash flow improvement thereafter. At the same time, the company benefits from its strong and defendable market position as a provider of a wide range of engineered products. Barnes' products are sold across a diverse set of aerospace and industrial end markets globally. The 2023 MB Aerospace acquisition has helped the company achieve strong revenue growth from robust demand in the commercial aerospace sector at strong margins. Further, Moody's expect that the company will focus on meaningful margin improvement as it undertakes streamlining and cost reduction actions in order to improve overall operational efficiency, particularly in the company's industrial business. Moody's also consider the top-line stability provided by the company's aftermarket business across its aerospace and industrial businesses. The stable outlook reflects Moody's expectation that Barnes will increase its EBITDA margin while generating healthy cash flow levels in 2025 and 2026. Moody's also expect debt/EBITDA to fall below 6.0x by the end of 2025 primarily through earnings growth. Moody's expect the company to have good liquidity, underscored by healthy cash generation and good revolver availability such that it will be able to more than cover capital expenditure needs, higher interest expense and costs to effectuate anticipated cost reduction actions. Moody's expect that the company will maintain good covenant headroom. The proposed revolver will have a springing first lien net leverage ratio covenant test based on revolver usage. Moody's do not expect the company's term loan to be subject to financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if Barnes sustains an EBITDA margin in the 20% or higher level and consistently generates strong free cash flow. Conservative financial policies including improving and sustaining debt/EBITDA below 5.0x and EBITA/interest above 2.0x could lead to a ratings upgrade. The ratings could be downgraded if debt/EBITDA remains at or above 6.5x or the company accelerates the pace of debt-funded acquisitions, resulting in increased leverage or weakened liquidity. EBITA-to-interest of below 1.0x and weakening cash generation could also result in lower ratings. The principal methodology used in this rating was Aerospace and Defense published in December 2024. Barnes Group Inc., headquartered in Bristol CT, is a global provider of highly engineered products, differentiated industrial technologies and innovative solutions, serving a wide range of end markets and customers. End markets served in include health care, automation, packaging, aerospace, mobility and manufacturing sectors. Revenue for the twelve months ended September 30, 2024 was approximately $1.6 billion. GPD COMPANIES: Moody's Alters Outlook on 'B3' CFR to Negative ------------------------------------------------------------- Moody's Ratings affirmed GPD Companies, Inc.'s (GPD) B3 corporate family rating, its B3-PD probability of default rating, and its Caa1 senior secured notes rating. The rating outlook has been revised to negative from stable. RATINGS RATIONALE On December 4, GPD announced it had entered into a definitive agreement to sell its Distrupol business to Omya EM AG. The transaction is subject to regulatory approvals and is expected to close in calendar 1Q 2025. The affirmation of GPD's B3 CFR reflects: (1) progress on extending the maturity of a portion of its ABL facility (unrated) to September 2029 from October 2025, and (2) announcement of an agreement to sell its Distrupol business, with the expectation for majority of the proceeds to be utilized for deleveraging, a credit positive development. However, the revision of the ratings outlook to negative reflects: (1) continued refinancing risk associated with its senior secured notes, which mature in April 2026, (2) the springing maturity for the extended portion of the ABL, whereby the maturity would spring to December 2025 if the senior secured notes are not refinanced by then, (3) weaker scale and diversity following the announced sale, which combined with challenging market fundamentals and weak margins makes long-term viability a concern, and (4) weaker than expected operating performance in 2024, which will keep credit metrics pressured for the rating even after accounting for the potential deleveraging effect of the announced asset sale transaction. GPD's B3 CFR is supported by its asset-light model that requires minimal capex and supports free cash flow generation, the company's leading market share position in plastics distribution in North America, good end-market and customer diversification, long-term relationships with customers and broad product offering, including engineered thermoplastics and prime branded resins. The company is involved in the distribution of engineered thermoplastics and prime branded polyolefin resins, which are specified into customers' production and generate higher unit gross margins than pure commodity polypropylene and polyethylene sales. The rating is constrained by high leverage, low operating margins, supplier concentration risk, and reduced scale following the announced sale transaction. GPD's operational performance in 2024 has been weaker than previously expected as demand recovery has taken longer. While GPD has seen sequential volume improvement in recent quarters, pricing continued to decline. As a result, Moody's expect Moody's adjusted leverage at the end of FY2024 to be around 8.3x, with interest coverage (EBITDA / interest expense) of around 1.0x. For 2025, assuming no significant demand improvement and proforma for the announced sale transaction, with expectations for majority of the proceeds to be used for deleveraging, leverage could improve to around 7.0x in FY2025, which is still weak for the B3 rating. GPD's liquidity is adequate, supported by cash on hand and revolver availability. At June 30, 2024, the company had $25 million of cash, which is mainly held overseas in foreign currencies. The company also has a $270 million ABL facility (unrated) with $67.1 million outstanding and $87 million of remaining availability. Moody's expect the company to generate negative free cash flow over the next 12 months. The European subsidiaries have a $25 million EMEA ABL facility (unrated) with a maturity date of October 1, 2025. The majority of the facility is available after $0.4 million of outstanding letters of credit. The main revolver contains a springing 1.0x fixed charge coverage ratio test if excess availability is less than $20 million. Moody's do not expect the covenants will be tested in the near term. The company's senior secured notes mature in April 2026. Most assets are encumbered by the ABL facilities and the senior secured notes, leaving little alternative liquidity sources. The negative outlook reflects uncertainty around (1) timing and magnitude of demand recovery, and (2) refinancing of its senior secured notes at reasonable cost. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if leverage is sustained below 5.0x, EBITDA margins are maintained above 4% on a sustained basis, the company consistently generates free cash flow and liquidity is good with no refinancing risk. Moody's would consider a downgrade if the company fails to refinance debt before maturities become current, leverage is sustained above 6.0x, EBITDA/Interest fails to improve above 1.5x, margins declined further and liquidity deteriorated. Debt funded M&A activity amid already stressed credit metrics could also lead to a downgrade. GPD Companies, Inc., based in The Woodlands, Texas, is a holding company formed by One Rock Capital Partners LLC. Its operational entities currently include Nexeo Plastics, a leading plastics distributor in North America, Europe and Asia, as well as Distrupol, a leading plastics distributor in the UK and Nordic regions. Annual revenue for the LTM June 30, 2024 was roughly $1.7 billion. The principal methodology used in these ratings was Chemicals published in October 2023. GRANT THORNTON: Moody's Affirms 'B2' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings affirmed Grant Thornton Advisors Holdings LLC's B2 corporate family rating and B2-PD probability of default rating. Moody's also affirmed Grant Thornton Advisors LLC's backed senior secured bank credit facility B2 ratings consisting of a $400 million revolving credit facility (including a proposed $25 million upsize) expiring 2029 and $2,235 million term loan (including a proposed $335 million upsize) maturing 2031. Moody's also assigned a B2 rating to Grant Thornton Advisors LLC's proposed $50 million backed senior secured delay draw term loan maturing 2031. The outlook for both companies is stable. Grant Thornton is a US professional services firm that offers audit, tax, and advisory services to mostly US middle market business clients. In October, Grant Thornton announced that it will purchase its Ireland affiliate for a maximum total purchase price of $504 million. The proceeds of the proposed term loan upsize will be used to fund the up-front cash portion of the acquisition, pay transaction-related fees and expenses and add cash to the balance sheet. The partners of the Ireland business will contribute an initial $125 million of rollover equity. The remaining sale proceeds are subject to performance, including a maximum $90 million of cash, which Moody's expect will be funded with drawings under the proposed delay draw term loan, balance sheet cash and the revolver. Upon the close of the transaction, the company will be 56% owned by an investor group led by private equity sponsor New Mountain Capital, 38% by the former partners of Grant Thornton US and 6% by the Grant Thornton Ireland partners if all contingent consideration is paid. RATINGS RATIONALE The B2 CFR reflects high debt leverage, uncertainty regarding the impact of the change in organization structure and partner compensation on the business, and Moody's anticipation for aggressive financial strategies. Moody's anticipate debt to EBITDA around 5.7 times for the LTM period ended September 30, 2024, pro forma for the proposed debt and acquisition, will fall to around 5.0x over the next 12-18 months if there are no additional debt-funded acquisitions. Leverage reduction will be achieved through low-to-mid single-digit organic revenue growth and over 100 basis points of profit margin expansion, driven by cost reduction initiatives, including through the adoption of Grant Thornton's India business operations center by the acquired Ireland business. Moody's also project good interest coverage, with EBITDA less capital expenditures to interest above 2.5 times, and over $100 million of free cash flow in 2025, which are strong compared to many other services issuers also rated in the B2 CFR category. However, Moody's also expect aggressive financial strategies, notably through the use of debt proceeds to complete acquisitions over the next several years. All financial metrics cited reflect Moody's standard adjustments. Although Grant Thornton has a broad industry focus and scale, it is smaller and offers fewer services and more limited areas of expertise than the Big Four accounting firms against which it competes. Revenue and profitability are dependent on attracting and retaining key revenue-producing employees and efficient utilization of professionals. Larger advisory firms can make investments in technology and off-shore service centers, among other things, which drives Moody's anticipation for Grant Thornton to grow both organically and through acquisitions. Moody's consider historical financial information sufficient to maintain credit ratings, but of limited quality as it reflects the company's legacy partnership structure. Grant Thornton converted to a corporate form in May 2024. The B2 rating is supported by a steady and non-cyclical revenue stream from the audit and tax segment which make up two-thirds of the revenue generated, high client and revenue retention rates, and low client and partner revenue concentration. The company can cut variable costs and preserve cash when cyclical pressure reduces revenue; therefore, Moody's expect profitability rates will be less subject to cyclicality than revenue. Moody's anticipate EBITDA margins around 15% over the next 12 to 18 months. The B2 senior secured ratings are the same as the B2 CFR, reflecting the predominance of the credit facilities in Grant Thornton's debt capital structure. Grant Thornton Advisors LLC is a Delaware US LLC. Its indirect parent is Grant Thornton Advisors Holdings LLC. Following the closing of the proposed acquisition, Moody's anticipate Turbo Global LP, which is an indirect parent of both the US and Ireland businesses, will guarantee the rated debts and provide financial statements. The credit facilities are guaranteed by each (generally US) of its direct and indirect subsidiaries and by Grant Thornton Advisors Holdings LLC. The Ireland subsidiaries, including Grant Thornton Holdings Limited (Ireland) ("GT Ireland") will not guarantee the rated debts. All guarantees are secured by the assets of the guarantor on a first-lien basis. Certain immaterial US subsidiaries do not provide guarantees. In connection with the acquisition, GT Ireland will enter into an agreement with an Ireland consolidated variable interest entity that will remain a partnership, which will perform traditional public accounting services consisting of performing attest services in Ireland. GT Ireland and the attest entity will operate in an alternative practice structure, just as Grant Thornton and Grant Thornton LLP do in the US. A good liquidity profile, with ample free cash flow, about $147 million of balance sheet cash as of September 30, 2024 (pro forma for the proposed transactions) and the $400 million revolver and $50 million delay draw term loan available over the next 12 to 15 months, provide support. Moody's expect the company to generate at least $100 million of free cash flow in 2025, which will be able to cover about $22 million of mandatory annual term loan amortization. The revolver might be needed to fund seasonal cash needs (notably annual cash incentive compensation) and potential acquisitions. Audit and tax segment seasonality may also contribute to seasonality for Grant Thornton's revenue and free cash flow. There are no financial covenants applicable to the term loan. Access to the revolver is subject to maintaining maximum senior secured first lien leverage below 9.0x, which is tested when the revolver is 40% of more drawn. Moody's expect that the company would be able to maintain an ample cushion under its financial covenant if it is tested over the next 12 to 15 months. The stable outlook reflects Moody's expectations for low-to-mid single digit organic revenue growth, high revenue and partner retention rates, debt to EBITDA around 5.0 times and free cash flow to debt in a mid-to-high single digits percentage range over the next 12 to 18 months. The stable outlook also reflects Moody's anticipation of aggressive financial strategies, including for debt funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Grant Thornton: 1) demonstrates and maintains more conservative financial policies; 2) sustains debt to EBITDA below 5.0 times; and 3) maintains a good liquidity profile. The ratings could be downgraded if: 1) revenue growth is less than Moody's anticipate or profitability rates decline, or if client or partner attrition rates worsen; 2) the company sustains debt to EBITDA above 6.0x; or 3) liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Grant Thornton, headquartered in Chicago, Illinois, serves over 10,000 clients across various industries in the US and Ireland. Moody's expect over $2.6 billion of revenue in 2025. GREATER LIGHT: Unsecureds Will Get 100% of Claims over 36 Months ---------------------------------------------------------------- Greater Light Baptist Church of Sacramento filed with the U.S. Bankruptcy Court for the Eastern District of California a Disclosure Statement describing Plan of Reorganization dated November 11, 2024. The Debtor was organized in October 1956 in Sacramento, CA, under the leadership of Pastor Joseph Williams. Debtor grew significantly under Pastor Williams' leadership and was a leading voice in the Sacramento Community. The Debtor currently provides ministry and services to the Sacramento community at its primary location at 7257 East Southgate Drive Sacramento, CA 95823. As religious organization, Debtor has no significant ongoing for-profit business activities or business income. Debtor's receipts primarily come from its congregation members in the form of tithes and offering. Prior to the commencement of this case, Debtor's financials were partly unchanged where they are during the pendency of this case. Debtor continues to operate its religious business. The Debtor anticipates selling or refinancing two of its commercial properties post-confirmation, from which funds will be used to pay down its remaining loans and provide supplemental cash flow to its operations. On the Effective Date of the Plan, Debtor shall become the Reorganized Debtor and shall continue to operate its business. On the Effective Date of the Plan, Debtor will make the following distributions to claim holders under this Plan. These classes include: * Monthly payments to secured claims of Mr. Cooper, servicer for U.S. Bank National. * Monthly payment to three secured claims of FCI Lender Services, Inc. servicer for Union Home Loan, Inc. * Monthly payment to secured claim of EBF Holdings, LLC d/b/a Everest Business Funding; and * Monthly payments to the general unsecured class * Monthly payments to priority tax claims Class 5 consists of General Unsecured Claims. The Debtor shall pay 100% to this class to be distributed to claim holders in this class on a pro rata basis over 36 months. This Class shall receive a monthly payment of $650.00. First payment will commence after all administrative claims have been paid in full. Debtor estimates payments will begin 120 days after the Effective Date. Payments will be made in equal monthly payments by the 15th of each month. During the pendency of this case, Debtor's gross operating income averaged approximately $81,882.78 per month with expenses averaging $81,371.67 with an average cash balance of $127,544.67 per month. The projected post-confirmation budget provides that Debtor will have sufficient cash flow from business operations to pay the proposed Plan payments and will have a surplus after providing for all payments each month. During this case, Debtor has been making adequate protection payments for $31,104.17 per month. The proposed Plan provides for an increase totaling $7,157.06, of which Debtor will off-set this amount with cash reserves. Debtor will streamline and reduce their costs as well and request its members to increase their donations to secure sufficient funds as necessary. A full-text copy of the Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=YCbI60 from PacerMonitor.com at no charge. Attorney for the Debtor: Gabriel E. Liberman, Esq. LAW OFFICES OF GABRIEL LIBERMAN, APC 1545 River Park Drive, Suite 530 Sacramento, CA 95815 Tel: (916) 485-1111 Fax: (916) 485-1111 Email: Gabe@4851111.com About Greater Light Baptist Church Greater Light Baptist Church of Sacramento is a tax-exempt religious organization in Sacramento, Calif. Greater Light Baptist Church filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Cal. Case No. 23-24467) on Dec. 13, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Pastor O.J. Swanigan, president of Greater Light Baptist Church, signed the petition. Judge Fredrick E. Clement oversees the case. The Law Offices of Gabriel Liberman, APC serves as the Debtor's legal counsel. GRIFFON CORP: Moody's Hikes CFR to 'Ba3' & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings upgraded Griffon Corporation's ratings including the Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, the rating on the company's senior secured first lien bank credit facility to Ba1 from Ba2, and the rating on the $1,000 million original principal amount senior unsecured notes due 2028 to B1 from B3. The senior secured first lien bank credit facilities consist of a $500 million revolving credit facility due 2028 and a $800 million original principal amount term loan due 2029. The outlook changed to stable from positive and the speculative grade liquidity remains SGL-1. The upgrades reflect Griffon's solid operating performance and free cash flow generation, and moderate financial leverage despite challenging residential end market demand over the past few years. Improved operational efficiency and bigger contribution from the higher margin Home and Building Products (HBP) segment is improving the company's profitability and supports good free cash flow generation. Griffon's EBITDA margin (all ratios are Moody's-adjusted unless otherwise stated) improved 680 percentage basis points to 19.3% in fiscal 2024 (ending September 2024) versus 12.5% in fiscal 2021. The company's financial leverage has gradually improved driven by earnings growth with debt/EBTIDA at 3.4x as of fiscal 2024, down from 3.9x as of fiscal 2023. The upgrades also reflect governance considerations, including the company's commitment to maintaining moderate financial leverage. Griffon reaffirmed its financial policy including its publicly stated net leverage target (as per company's calculation based on debt covenants) of 2.5x to 3.5x following the conclusion of its review of strategic alternatives in April 2023, and the company has maintained this ratio at 2.6x as of fiscal 2023 and 2024. Moody's changed Griffon's financial strategy and risk management score to 3 from 4, the governance issuer profile score to G-3 from G-4 and the credit impact score to CIS-3 from CIS-4, reflecting these governance factors. Moody's expect Griffon's operating performance to remain resilient amid a challenging demand environment in the residential end market. The company's moderate financial leverage provides some cushion within the credit metrics Moody's expect at the Ba3 CFR to absorb modest potential earnings contraction if volumes are weaker, costs increase or prices are pressured such as through promotions. Moody's also expect that the company's financial policies will support capital allocation discipline and credit metrics remaining in-line within its publicly stated target range. RATINGS RATIONALE Griffon's Ba3 CFR broadly reflects its good scale within its primary markets, moderate product diversification and well-established market position in each of the segments where it competes. The company's good EBITDA margin in the high teens percentage supports good operating cash flow generation. Griffon's financial leverage is moderate with debt/EBITDA at 3.4x for the fiscal 2024 period. The company's very good liquidity is supported by $114 million of cash and $379.3 million available on its $500 million revolver due 2028, as of September 30, 2024, and Moody's projections for positive free cash flow of over $220 million over the next 12-18 months. The company has no meaningful debt maturities until the revolver expires. Griffon's revenue and earnings are concentrated in residential and commercial garage doors and exposed to the cyclical US housing and industrial end markets, and demand for its consumer related products is exposed to cyclical discretionary consumer spending and weather variability. Cumulative high inflation, high borrowing rates, and a soft US housing market will continue to negatively affect demand for the company's consumer and home related products. Still, Moody's expect Griffon's EBITDA will remain resilient supported by benefits from cost savings and restructuring initiatives. The company's financial policy targets a net leverage (company's calculation based on debt covenants) of 2.5x to 3.5x (2.6x as of fiscal 2024) that creates some financial risk discipline. The moderate leverage provides some cushion within credit metrics to absorb the potential future modest earnings contraction. Griffon has foreign currency exposure and high customer concentration. Griffon pays a manageable dividend of roughly $36 million annually but has aggressively repurchased shares and paid two sizable special dividends in recent years. The company concluded its review of strategic alternatives, which began in March 2022, in April 2023 with no major shifts in its assets and maintained moderate leverage throughout and since the conclusion of the strategic review process. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Griffon's profitability and free cash flow generation will remain resilient over the next 12-18 months, supporting moderate financial leverage, more than $220 million of free cash flow and good liquidity. The ratings could be upgraded if the company increases its scale and product diversity such that it reduces its exposure to cyclicality, and continues to grow profitability with a stable to improving EBITDA margin. An upgrade would also require the company to maintain good liquidity and financial policies that sustain debt/EBITDA below 3.0x. The ratings could be downgraded if operating performance materially deteriorates including from a reduction in demand, increased competition, higher costs, supply chain disruptions, pricing pressure or weak execution. The ratings could also be downgraded if debt/EBITDA is above 4.0x, or the company completes a large debt-financed acquisition or shareholder distribution that reduces its financial flexibility. Headquartered in New York, New York, Griffon Corporation (NYSE: GFF) is a diversified management and holding company that operates through two reportable segments: Home and Building Products (HBP) and Consumer and Professional Product (CPP). HBP conducts its operations through Clopay Corporation (Clopay), the largest manufacturer and marketer of residential and commercial garage doors and rolling steel doors in North America. CPP is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. The principal methodology used in these ratings was Consumer Durables published in September 2021. GUIDED THERAPEUTICS: Auctus Fund, 3 Others Hold 9.9% Stake ---------------------------------------------------------- Auctus Fund Management LLC disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, it and its affiliated entities -- Auctus Fund, LLC, Alfred Sollami, and Louis Posner -- beneficially owned 5,804,865 shares of Guided Therapeutics, Inc.'s common stock which consists of: (i) 4,248,474 shares of Common Stock and (ii) 1,556,391 shares issuable upon exercise of warrants held by Auctus Fund, LLC. All such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.9% of the Common Stock based on: (i) 56,660,370 shares of Common Stock outstanding as of August 10, 2024 as represented in the Form 10-Q filed by the Company with the Securities and Exchange Commission on August 14, 2024, plus (ii) 1,556,391 shares of Common Stock issuable upon the exercise of the Warrants. The foregoing excludes 6,243,609 shares of Common Stock issuable upon exercise of the Warrants because the Warrants contain a blocker provision under which the holder does not have the right to exercise the Warrants to the extent that together with the holder's affiliates and any other person or entity acting as a group together with the holder of any of the holder's affiliates, owns more than 9.99% of the Common Stock. The foregoing also excludes 105 shares of Common Stock issuable upon the conversion of Series E Preferred Stock and 200 shares of Common Stock issuable upon the conversion of Series F Preferred Stock because these securities contain similar blocker provisions to those attached to the Warrants. Without such blocker provisions, the Fund may have been deemed to have beneficial ownership of 12,048,474 shares of Common Stock. A full-text copy of Auctus Fund's SEC Report is available at: https://tinyurl.com/ydrfvnka About Guided Therapeutics Peachtree Corners, Ga.-based Guided Therapeutics, Inc. is a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. The Company's primary focus is the sales and marketing of its LuViva Advanced Cervical Scan non-invasive cervical cancer detection device. The underlying technology of LuViva primarily relates to the use of biophotonics for the non-invasive detection of cancers. LuViva is designed to identify cervical cancers and precancers painlessly, non-invasively and at the point of care by scanning the cervix with light, then analyzing the reflected and fluorescent light. Sterling Heights, Mich.-based UHY LLP the Company's auditor since 2007, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, Guided Therapeutics had $1.25 million in total assets, $5.92 million in total liabilities, and a total stockholders' deficit of $4.67 million. GUIDED THERAPEUTICS: Posts $654,000 Net Loss in Fiscal Q3 --------------------------------------------------------- Guided Therapeutics, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $654,000 for the three months ended September 30, 2024, compared to a net loss of $677,000 for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $1.8 million, compared to a net loss of $3.1 million for the same period in 2023. As of September 30, 2024, the Company had $1.2 million in total assets, $6.2 million in total liabilities, and $4.9 million in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/4rkde95w About Guided Therapeutics Peachtree Corners, Ga.-based Guided Therapeutics, Inc. is a medical technology company focused on developing innovative medical devices that have the potential to improve healthcare. The Company's primary focus is the sales and marketing of its LuViva Advanced Cervical Scan non-invasive cervical cancer detection device. The underlying technology of LuViva primarily relates to the use of biophotonics for the non-invasive detection of cancers. LuViva is designed to identify cervical cancers and precancers painlessly, non-invasively and at the point of care by scanning the cervix with light, then analyzing the reflected and fluorescent light. Sterling Heights, Mich.-based UHY LLP the Company's auditor since 2007, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. HOMETOWN LENDERS: Files Amendment to Disclosure Statement --------------------------------------------------------- Hometown Lenders, Inc., submitted an Amended Disclosure Statement describing Amended Chapter 11 Plan dated November 11, 2024. The primary objective of the Debtor's Plan is to provide a mechanism for the liquidation of the Debtor's assets, including causes of action held by, or in favor of, the Debtor, reconciling and fixing the claims asserted against the Debtor and distributing the net liquidation proceeds in conformity with the distribution scheme provided by the Bankruptcy Code. Since the Plan is one of liquidation, pursuant to section 1141(d)(3) of the Bankruptcy Code, the Debtor will not receive a discharge, and will not engage in business after a Final Decree has been entered and its chapter 11 case is closed. All equity interests in the Debtor will be canceled and the equity interest holder will not receive a distribution under the Plan. Classes 1.01 through 1.32 consist of the secured claims of creditors. These Classes are impaired under the Plan and the holders of these Claims are entitled to vote on the Plan. Allowed Claims in these Classes shall be paid on the later of 30 days after the Effective Date or the Debtor's receipt of sufficient funds from which a distribution can be made to each Allowed Claim in these Classes pursuant to the terms of the Plan. Class 2 consists of the Priority Non Tax Claim. Except to the extent that a holder of an Allowed Claim in this class agrees to a different treatment, Debtor shall pay to each holder of an Allowed Priority Non-Tax Claim, an amount in Cash equal to the Allowed amount of such Claim as soon as reasonably practicable after such Priority Non-Tax Claim is Allowed and on the later of 30 days from the Effective Date or the Debtor's receipt of sufficient funds from which a distribution can be made and after all Unclassified Claims under the Plan are paid in full or otherwise treated as provided for under the Plan. Class 3 consists of General Unsecured Claims. On the later of 30 days from the Effective Date or the Debtor's receipt of sufficient funds from which a distribution can be made or as soon as is reasonably practicable after all Allowed General Unsecured Claims are Allowed or Disallowed, the holders of an Allowed General Unsecured Claim shall receive their Pro Rata Share of all remaining distributions under the Plan, if any, after all Allowed Unclassified Claims and Allowed Claims in Classes 1 and 2 are paid in full or otherwise treated as provided for under the Plan. Class 4 consists of Equity Interest Holders. Equity Interest Holder shall receive on account of its interests in the debtor a distribution, if any, after all Allowed Claims in Classes 1-3 are paid in full or otherwise satisfied as provided for in the Plan. The Debtor does not expect that a distribution will be made to the Equity Interest holder and its interest in the Debtor will be cancelled. The Plan will be funded primarily from the net proceeds from the settlement proceeds of both Flagstar and Principal Life as well as the Debtor's anticipated ERTC recovery. The Plan provides for distributions on account of secured claims, unsecured claims (including claims arising from the rejection of leases or contracts), priority claims and administrative claims, in priority of payment set forth under the Bankruptcy Code, and, in the event that funds were to remain after payment of all Allowed Claims in full, which is unexpected, any such remaining funds would be distributed to the interest holder. A full-text copy of the Amended Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=apzwyW from PacerMonitor.com at no charge. Counsel to the Debtor: Kevin D. Heard, Esq. Heard, Ary & Dauro, LLC 303 Williams Avenue, Suite 921 Huntsville, AL 35801 Telephone (256) 535-0817 Email: kheard@heardlaw.com About Hometown Lenders Inc. Hometown Lenders, Inc. is a corporation organized and existing under the laws of the State of Alabama. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-81038) on June 3, 2024, listing up to $50 million in both assets and liabilities. Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, is the Debtor's legal counsel. HORIZON INTERIORS: Updates Fox & Anthony Paldino's Secured Claim ---------------------------------------------------------------- Horizon Interiors, LLC, submitted a Second Amended Plan of Reorganization dated November 12, 2024. The Plan will be funded from the Debtor's cash on hand as of the Effective Date of this Plan, from funds owed to it by Willowbridge and from its future operating income. The Plan provides for payment in full of the secured claims of the Align Credit Union and the U.S. Small Business Administration and payment of priority claims in equal monthly installments before June 16, 2029. Finally, General Unsecured Claims shall be paid pro-rata dividend of 20% to be paid in quarterly installments over a five-year period beginning on the Effective Date of the Plan. The Debtor's principals, Valentino Pitta, Jr. and Linda Pitta will retain their equity interest in the Debtor. Class 3 consists of the secured claim of Fox Capital Group, Inc. Pursuant to the Release and Settlement Agreement and Motion to Approve Compromise Pursuant to Fed. R. Bankr. P. 9019 (the "Fox Settlement Agreement"), Fox will be allowed a secured claim in the amount of $28,400.05. Fox's secured claim will be paid in full from the funds owed to the Debtor by Willowbridge within 21 days of the date the Court approves the Fox Settlement Agreement or on the Effective Date of the Plan, whichever is later. The remainder of Fox's claim will be treated as a General Unsecured Claim in Class 5. Class 4 consists of the Secured Claim of Anthony Paldino d/b/a Ultimate Plumbing & Heating. Pursuant to the Release and Settlement Agreement, and Motion to Approve Compromise Pursuant to Fed. R. Bankr. P. 9019 ("the Paldino Settlement Agreement") filed September 11, 2024, and subject to approval by the Court, Paldino will be allowed a secured claim in the amount of $6,325.00. Paldino's secured claim from funds held by Trustee Process as soon as practicable after the Court's approval of the Paldino Settlement Agreement or Effective Date of the Plan, whichever is later. The remainder of Paldino’s claim will be treated as a General Unsecured Claim in Class 5. The Plan will be funded by the Debtor's cash on hand and its anticipated future revenue as reflected in the Statement of Financial Projections attached to this Plan. The Debtor anticipates it will have approximately $50,000.00 cash on hand by the Effective Date of the Plan. Upon confirmation of this Plan, or any amended plan, and approval of applicable fee applications, these funds will be applied to pay allowed administrative claims, cure defaults on assumed leases and make initial payments to general unsecured creditors. Fox's secured claim will be paid by Willowbridge from funds owed to the Debtor, upon the latter of approval of the Fox Settlement Agreement or the Effective Date of the Plan. Paldino's secured claim will be paid from funds held pursuant to trustee process attachment upon the latter of approval of the Paldino Settlement Agreement or the Effective Date of the Plan. A full-text copy of the Second Amended Plan dated November 12, 2024 is available at https://urlcurt.com/u?l=W3Th3B from PacerMonitor.com at no charge. Counsel to the Debtor: Marques Lipton, Esq. Lipton Law Group, LLC 945 Concord Street Framingham, MA 01701 Telephone: (508) 202-0681 Email: marques@liptonlg.com About Horizon Interiors Horizon Interiors, LLC, operates an interior renovation and remodeling business headquartered in Woburn, Massachusetts. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-11196) on June 17, 2024, with as much as $1 million in both assets and liabilities. Stephen Darr of Huron Consulting Group serves as Subchapter V trustee. Judge Janet E. Bostwick oversees the case. Marques Lipton, Esq., at Lipton Law Group, LLC, is the Debtor's legal counsel. HYPERION EDUCATION: Gets Final OK to Use Cash Collateral -------------------------------------------------------- Hyperion Education Town Center, LLC and its affiliates received final approval from the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to use the cash collateral of secured creditors. The cash collateral includes cash, accounts and accounts receivable in which the U.S. Small Business Administration, ODK Capital, LLC, ASSN Company, WebBank, Corporation Service Company, CT Corporation System and CSC may hold a lien. The final order signed by Judge Erik Kimball approved the use of cash collateral to pay the companies' expenses set forth in their projected budget. Secured creditors were granted security interest in and lien on all of the companies' cash generated after their Chapter 11 filing as adequate protection for the use of their collateral. About Hyperion Education Town Center Hyperion Education Town Center LLC, doing business as Childcare of Brando, provides childcare and educational programs for children ages 2 years to 12 years old. It offers a variety of programs including early preschool, preschool, and Voluntary prekindergarten (VPK). It also offers after school care and summer camps for elementary age children at varying locations. Hyperion Education Town Center sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21550) on November 1, 2024. In the petition filed by Jeffrey J. Renard, as manager, the Debtor reports total assets of $10,923 and total liabilities of $2,160,241. Bankruptcy Judge Erik P. Kimball handles the case. The Debtor is represented by Robert C. Furr, Esq. at Furr & Cohen. ICON AIRCRAFT: Plan Exclusivity Period Extended to Jan. 29, 2025 ---------------------------------------------------------------- Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the District of Delaware extended Seaplane Debtor 1, Inc. f/k/a ICON Aircraft, Inc., and its affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to January 29, 2025 and March 31, 2025, respectively. As shared by Troubled Company Reporter, the Debtors explain that they have addressed critical case management issues while pursuing a thorough marketing and successful Sale process in an effort to maximize the value of the Debtors' estates and to preserve the value of the Debtors' business as a going concern in the nearly seven months since the Petition Date. Accomplishing these tasks and addressing the concerns of the Debtors' creditors and stakeholders along the way, among other things, required the full attention of the Debtors' employees and advisors. Further, the Debtors have been required to devote a significant amount of time, energy, and resources to their transition into chapter 11 more generally and addressing the myriad issues attendant thereto. The complexity of the Sale, the various issues addressed, and the time, effort, and planning required to obtain the progress made thus far, including the filing of the Plan, obtaining conditional approval of the Disclosure Statement, and negotiating the terms of the DLP Settlement and Hawkins Stipulation, warrant the requested extension of the Exclusive Periods. The Debtors claim that they have made significant and material progress in these chapter 11 cases. At the outset of the Debtors' chapter 11 cases, the Debtors sought to maximize the value of their estates for all stakeholders. The Debtors accomplished this goal through the successful closing of the Sale of substantially all their assets to the Purchaser. These achievements were the result of the tireless efforts of the Debtors, their management, and their professional advisors, in cooperation with the various parties in interest in these chapter 11 cases, to maximize the value of the Debtors' estates. Counsel for the Debtors: Sean M. Beach, Esq. Ashley E. Jacobs, Esq. Jared W. Kochenash, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: sbeach@ycst.com ajacobs@ycst.com jkochenash@ycst.com - and - Samuel A. Newman, Esq. SIDLEY AUSTIN LLP 350 S. Grand Avenue Los Angeles, CA 9007 Tel: (213) 896-6000 Fax: (213) 896-6600 E-mail: sam.newman@sidley.com - and - Charles Persons, Esq. Jeri Leigh Miller, Esq. 2021 McKinney Avenue, Suite 2000 Dallas, TX 75201 Tel: (214) 981-3300 Fax: (214) 981-3400 E-mail: cpersons@sidley.com jeri.miller@sidley.com - and - Nathan Elner, Esq. 787 Seventh Avenue New York, New York 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 E-mail: nelner@sidley.com About ICON Aircraft ICON Aircraft, Inc., is an aircraft design and manufacturing company focused on the creation of consumer-friendly, safe, and technologically advanced aircrafts that make the adventure of flying more accessible to mainstream consumers. The Company's flagship production aircraft -- the ICON A5 -- is an amphibioussport plane. ICON Aircraft was founded in 2006 in response to the Federal Aviation Administration's ("FAA") establishment of the light-sport aircraft ("LSA") category and the sport pilot license ("SPL") class. ICON Aircraft and three of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Lead Case No. 24-10703, Bank. D. Del.) on April 4, 2024. On the petitions signed by Thomas M. McCabe as chief restructuring officer, the Debtors reported $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Hon. Craig T. Goldblatt presides over the cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP and Sidney Austin LLP as bankruptcy counsel. Stretto, Inc., is the Debtors' claims and noticing agent. ICON COLLECTIVE: Chapter 11 Trustee Appointment Sought ------------------------------------------------------ Christopher Wight, co-member and co-manager of Icon Collective, LLC, asked the U.S. Bankruptcy Court for the Central District of California to appoint a trustee to take over the Chapter 11 case of the Debtor. In a court filing, Mr. Wight raised the need to appoint an independent trustee to manage the case, saying the company sought an order from this Court to override the Debtor's Operating Agreement and applicable California Corporations Code statutes to elevate David Valencia from the Debtor's co-member and co-manager with equal management rights alongside Mr. Wight and endow him with "authority to independently act on behalf of the Debtor." In the the three months since the Valencia Motion was heard, Mr. Wight has cooperated with Mr. Valencia to ensure any operations or management issues the Debtor needed him to take action on were timely addressed. Specifically, Mr. Wight executed a renewal form for the Bureau of Private Postsecondary Education and made himself available to open DIP accounts (but was never called on to do so). Mr. Wight also exercised his rights as the Debtor's co-member and co-manager to have access to the Debtor's financial information, communications with counsel, and to have direct involvement in the Debtor's bankruptcy decision making. Mr. Wight was provided access to the Debtor's DIP accounts, but all of his other requests were ignored by David and the Debtor's counsel. Mr. Wight claims that the Debtor is no longer able to manage and operate its own affairs because he had been denied access to the Debtor's files, denied requested access for disclosure and transparency on day-to-day operations, and excluded from all planning and decision making on bankruptcy matters (including the Plan of Reorganization), the Debtor is no longer able to manage and operate its own affairs. Mr. Wight cites that he and Mr. Valencia, as the Debtor's co-members and comanagers, are at an impasse and stalemate as to the Debtor's operations and business decisions which leaves the Debtor unable to propose a plan of reorganization or otherwise administer this bankruptcy case. Mr. Wight notes that the Debtor's bankruptcy counsel (and all of Debtor's professionals) have two masters who now do not agree on the actions the Debtor can and should take in this case. The Debtor is seized with a paralysis of management. With no way to move forward, the only practical solution at this point is the appointment of a chapter 11 trustee. Attorneys for Christopher Wight: WEINTRAUB ZOLKIN TALERICO & SELTH LLP Derrick Talerico, Esq. David B. Zolkin, Esq. 11766 Wilshire Blvd., Suite 730 Los Angeles, CA 90025 Telephone: 424-500-8552 About Icon Collective Icon Collective, LLC is a music production school in Los Angeles, Calif. Icon Collective sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16266) on August 6, 2024. David Alexander Valencia, manager, signed the petition. The Debtor reported total assets of $9,378,313 and total liabilities of $11,461,435 as of August 2, 2024. Judge Deborah J. Saltzman oversees the case. David B. Shemano, Esq., at ShemanoLaw is the Debtor's bankruptcy counsel. INNOVATIVE REAL ESTATE: Unsecureds Will Get 100% of Claims in Plan ------------------------------------------------------------------ Innovative Real Estate Developers, Inc. filed with the U.S. Bankruptcy Court for the Western District of Louisiana a Small Business Combined Plan of Reorganization and Disclosure Statement dated November 11, 2024. On June 9, 2020, Innovative Real Estate Developers, Inc. was incorporated under the laws of Louisiana. On January 18, 2022, INNOVATIVE executed an Act of Credit Sale whereby it purchased all of the assets of Pelican Tank and Truck Wash located at 230 North Ambassador Caffery Parkway, Scott, Louisiana. In January 2023, INNOVATIVE obtained ownership of property and a mobile home located at 201 D. Stemmans Road, Scott, Louisiana. This property is contiguous with the truck wash property. First Horizon Bank has a first lien and mortgage on this property. INNOVATIVE does not believe there is any appreciable equity in this property. It is believed that the truck wash property has a current fair market value of approximately $780,000.00. This value will dramatically increase when the automated truck wash is placed back in operation. It is believed the D. Stemmans Road property has a current fair market value of approximately $80,000.00. At this time, INNOVATIVE derives $1,000.00 per month from the lease of a portion of its property to Clean Energy. INNOVATIVE currently derives no other income from the operations of the truck wash or the D. Stemmans Road property. Class 3 consists of General Unsecured Claims. The following unsecured and/or undersecured claims were timely filed: LA Department of Revenue ($296.30); and Atmos Energy ($456.47). Holders of Allowed Class 3 General Unsecured Claims shall receive one or more cash distributions on a pro rata basis following payments of Allowed Administrative Claims and Allowed Priority Claims. All Allowed Class 3 General Unsecured Claims shall be paid 100% of its claim on or before April 9, 2026. This Class is an impaired class. On the Effective Date of this plan, Mike Munro, Principal of INNOVATIVE will pay $15,000.00 to the Debtor as a cash infusion for the Debtor's future operations, payments to creditors and repairs to the truck wash facility. The disbursal of these funds will be as follows: * $2,500.00 for a pro-rata initial payment to priority claims; * $8,000.00 for the initial repairs to the truck wash facility to reopen the facility on a limited basis; and * Payments to Buckeye Equities II as provided in this Plan. Once the initial repairs to the truck wash facility are completed, the truck wash facility will reopen and begin limited operations. This disclosure statement and plan outlines INNOVATIVES's proposed payment schedule to creditors. These payments will be made from the cash infusion to be made by Mike Munro and the future business operations of the Debtor. The future operations of INNOVATIVE will also fund the repairs necessary to make the automated truck wash fully operational. A full-text copy of the Combined Plan and Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=8RBVbt from PacerMonitor.com at no charge. Attorney for the Debtor: D. Patrick Keating, Esq. THE KEATING FIRM, APLC P.O. BOX 3426 Lafayette, LA 70502 Phone: (337) 594-8200 Email: rickkeating@charter.net About Innovative Real Estate Developers Innovative Real Estate Developers, Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-50278) on April 9, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge John W Kolwe presides over the case. David Patrick Keating, Esq., at the Keating Firm, APLC, is the Debtor's counsel. INTEGRITY GENERAL: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Integrity General Contractors, LLC. The committee members are: 1. James Greim President Almet, Inc. 300 Hartzel Road New Haven, IN 46774 jgreim@AlmetInc.com 2. Robbi Keirnes Vice President 4C2 Industrial, LLC 6401 Commerce Drive Irving, TX 75063 rkeirnes@4c2industrial.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Integrity General Contractors Integrity General Contractors, LLC is a full-service commercial construction company in Arlington, Texas. Integrity General Contractors filed Chapter 11 petition (Bankr. N.D. Texas Case No. 24-33645) on November 10, 2024, with $1 million to $10 million in both assets and liabilities. Judge Scott W. Everett oversees the case. John P. Lewis, Jr., Esq., at Hayward PLLC is the Debtor's legal counsel. ISLAND VIEW: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: Island View Ranch, LLC 3376 Foothill Road Carpinteria, CA 93013 Business Description: Island View is the owner of approximately 9.13 acres of agricultural zoned land, including raised-bed enclosed greenhouse grow space, flower drying outbuildings, agricultural storage outbuildings, occupied by agricultural and commercial tenants that are paying rent to the Debtor. The Property is located at 3376 Foothill Road, Carpinteria, CA and valued at $6.42 million. Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-11404 Judge: Hon. Ronald A Clifford III Debtor's Counsel: John K. Rounds, Esq. ROUNDS & SUTTER LLP 674 County Square Drive Suite 108 Ventura, CA 93003 Tel: 805-650-7100 Fax: 805-832-6315 E-mail: admin@rslawllp.com Total Assets: $6,434,132 Total Liabilities: $9,596,177 The petition was signed by Robyn Whatley as manager member. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RFYUNIY/Island_View_Ranch_LLC__cacbke-24-11404__0001.0.pdf?mcid=tGE4TAMA IVANTI SOFTWARE: Moody's Alters Outlook on 'B3' CFR to Negative --------------------------------------------------------------- Moody's Ratings affirmed Ivanti Software, Inc.'s B3 corporate family rating and B3-PD probability of default rating. Concurrently, Moody's affirmed the B2 ratings on the company's senior secured first lien bank credit facilities and the Caa2 rating on Ivanti's senior secured second lien term loan. The outlook was changed to negative from stable. The change in outlook to negative reflects weaker than anticipated operating performance and liquidity, driven by revenue declines and negative free cash flow generation as a result of the accelerated migration to subscription and SaaS contracts from licenses, and weak new customer acquisition. There is an uncertainty around when Ivanti will be able to return to positive free cash flow generation and Moody's expect the company to continue to rely on the revolver, which matures in December 2025. RATINGS RATIONALE Ivanti's B3 CFR reflects the high single digits revenue decline projected for 2024, high leverage, negative free cash flow and weak liquidity. Although subscription and SaaS revenue continue to grow, this growth does not offset the rapidly declining license and maintenance sales. Moody's now expect a high single digit revenue decline for 2024 and low single digit decline for 2025. The accelerated revenue transition also resulted in negative free cash flow of $67 million year to date through September 2024. Moody's expect negative free cash flow of around $80 million for 2024. For 2025, Moody's project Ivanti's free cash flow generation to improve to breakeven, primarily supported by lower interest expense and some of the realized benefits from recently implemented cost actions. As of September 2024, the company's leverage is around 8.2x, giving partial credit for large restructuring expenses. Excluding the add-back, leverage is around 9x. Given the weak revenue outlook and projected additional revolver draws, Moody's expect leverage of around 8.9x in 2025. Despite the near-term challenges, the shift to a ratable revenue model will strengthen Ivanti's business profile, improving overall revenue and cash flow predictability. Ivanti maintains solid niche positions in IT service management (ITSM), unified endpoint management (UEM), security and secure network access software to small and medium size businesses (SMB) and enterprise customers. Ivanti's cloud-native Neurons platform that offers integration of ITSM, UEM and security solutions with good product capabilities should expand Ivanti's ability to cross-sell. Nevertheless, Ivanti's primary products face competition from much larger companies, as well as numerous niche players. Ivanti's liquidity is weak, driven by negative free cash flow and the company's increasing reliance on the $175 million revolver, of which $76 million is outstanding as of September 30, 2024. The revolver matures on December 1, 2025. The mandatory term loan amortization is $22.2 million and Ivanti will be relying on the revolver for its payment. The negative outlook reflects Ivanti's accelerated transition to subscription and SaaS revenue that resulted in near-term revenue pressures and weakened liquidity. It also reflects the potential challenges the company could face in extending the maturity of its revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Though unlikely in the next 12-18 months, ratings could be upgraded if Ivanti demonstrates consistent organic growth, and sustains leverage below 6x (Moody's adjusted) while also generating cash flow of approximately 5% of total gross debt. Ivanti's ratings could be downgraded if the growth in subscription and SaaS revenue slows, cash burn is expected to sustain, or the company is unable to address the approaching revolver maturity. Ivanti Software, Inc. is a provider of IT operations management software and security software to SMB and enterprise customers. The company is headquartered in Utah and owned by funds affiliated with private equity sponsors Clearlake Capital, TA Associates and Charlesbank Capital Partners. For the LTM ended September 30, 2024 revenue was approximately $917 million. The principal methodology used in these ratings was Software published in June 2022. JACON LLC: Updates Local #49 Priority Claims Pay Details -------------------------------------------------------- Jacon, LLC, submitted a 4th Amended Disclosure Statement describing Chapter 11 Plan dated November 12, 2024. As the Debtor's projections accompanied herewith indicate, the Debtor believes it can reorganize its obligations and become cash flow positive if the proposed plan of reorganization is approved. Class 9 consists of Priority Claims of Operating Engineers Local #49 Fringe Benefit Funds ("Local #49"). The Debtor owed to Local #49 as of the Petition Date a priority claim in the amount of $90,125.97, and an unsecured claim of $200,823.62 (see Proof of Claim No. 37). Local #49's priority claim will be paid in cash, starting on the Effective Date and continuing thereafter on a monthly basis, on the first business day of each calendar month, until said Class 9 Claim is paid in full, as follows: thirty-six monthly payments in the amount of $2,503.50. Local #49's unsecured claim will be treated in Class 10. Except as modified by this Plan all other terms and conditions under the contract between the Debtor and Local #49 shall remain in full force and effect. In the event there are any post-petition amounts due for unpaid fringe benefit contributions owed to Operating Engineers Local #49 Fringe Benefit Funds, the Debtor agrees these are administrative expenses and will pay these in full on the Effective Date, or work out alternative payment arrangements. The 4th Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 10 consists of of Allowed General Unsecured Claims. As of the date hereof, the Debtor estimates the total pool of allowed general unsecured claims to be $3,616,388.49. In full satisfaction of such claims, each Holder of a Class 10 claim shall receive its pro rata share of $60,000.00 per year, with the first payment being on the one-year anniversary of the Effective Date, and 2 more payments on the second and third year anniversaries of the Effective Date, for a total of three payments equaling $180,000.00. The percentage payment to each Class 10 creditor is approximately 5.0%. Class 10 is impaired and entitled to vote to accept or reject the Plan. * Class 11 consists of Equity Security Holders of the Debtor. The Equity Security Holder (Jason Jacobsen) will retain his membership interests in the Debtor subsequent to confirmation of the Plan for a cash contribution of $5,000.00, plus Mr. Jacobsen agrees to operate the Debtor for his yearly compensation of $95,000 gross per year which he feels is a below market wage give the amount of time he works for the Debtor each week. This cash payment from Mr. Jacobsen to the Debtor is due 10 days after the Effective Date. This is an Unimpaired Class. The Debtor is pursuing this Plan to continue its business operations subsequent to approval of this Plan of Reorganization. The Debtor will make payments due under the Plan from business operations. The Debtor does not require any capital infusion or additional loans. The Debtor anticipates no adverse tax consequences to it as a result of the Court confirming the Debtor's Plan of Reorganization. Creditors or Equity Security Holders that are concerned that the Plan may affect their tax liability should consult with their own accountants, attorneys and/or business advisors. A full-text copy of the 4th Amended Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=zIWnYD from PacerMonitor.com at no charge. The Debtor's Counsel: John D. Lamey III, Esq. LAMEY LAW FIRM, P.A. 980 Inwood Ave N Oakdale,MN 55128-7094 Tel: 651-209-3550 E-mail: jlamey@lameylaw.com About Jacon LLC Jacon LLC is a demolition, excavating, and utilities contractor in the St. Paul/Minneapolis area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-31873) on September 12, 2023. In the petition signed by Jason Jacobsen, president, the Debtor disclosed up to $10 million in both assets and liabilities. William J. Fisher oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A., represents the Debtor as legal counsel. JELD-WEN INC: Moody's Lowers CFR to B1 & Secured Term Loan to Ba3 ----------------------------------------------------------------- Moody's Ratings downgraded JELD-WEN, Inc.'s (JELD-WEN) corporate family rating to B1 from Ba3, probability of default rating to B1-PD from Ba3-PD, the rating on the company's senior secured term loan B to Ba3 from Ba2, and the ratings on senior unsecured notes issued by JELD-WEN, Inc. and JELD-WEN Holding, Inc. to B2 from B1. The SGL-2 Speculative Grade Liquidity Rating remains unchanged. The rating outlook remains stable. The downgrade of the CFR to B1 reflects the meaningful reduction in JELD-WEN's earnings generation due to volume declines and product mix shifts, which is expected through year end 2024 as well as Moody's expectation that continued weakness in the repair and remodeling end markets will limit the recovery in earnings over the next 12 months. Moody's project that the company's debt to EBITDA will rise toward 5.0x by the end of 2024 and remain elevated until its end markets begin to recover. Moody's also expect negative free cash flow and EBITA to interest coverage of about 2.0x in 2024 with limited improvements in 2025. The stable outlook reflects cost cutting and restructuring and transformation measures JELD-WEN has adopted, which will support operating margin performance despite weak demand trends, as well as Moody's expectations that the company will maintain good liquidity over the next 12 to 18 months. RATINGS RATIONALE JELD-WEN's B1 CFR is supported by: 1) its strong market position as a leading manufacturer of doors and windows in its North American and European end markets; 2) large revenue base of $3.9 billion with global geographic diversification of sales across 71 countries; 3) financial policy that is geared toward conservative debt leverage with a net debt to EBITDA target of 2.0 to 2.5x, although leverage is currently above the range; and 4) long-term strategies directed at productivity enhancements, cost reductions, and product pricing to support profitability improvement. The company's credit profile is constrained by: 1) the cyclicality of the end markets served, and currently soft conditions in the repair and remodeling sector meaningfully impacting its earnings generation and leverage profile; 2) competitive dynamics in the building products sector, inflationary input cost pressures, and weaker operating margins compared to peers; 3) long-term risks related to an acquisitions and to shareholder-friendly activities in the form of share repurchases, although neither is expected in the near term; and 4) risks related to the company's litigation proceedings. Speculative Grade Liquidity Rating of SGL-2 reflects Moody's expectation that the company will maintain good liquidity over the next 12 to 15 months. Liquidity is supported by $209 million of cash at September 30, 2024, significant availability under the company's $500 million ABL revolving credit facility expiring in July 2026 (unrated), and a covenant-lite structure, however, to a degree constrained by the expectation of negative free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted debt to EBITDA is sustained below 4.0x, adjusted EBITA to interest coverage exceeds 3.0x, and adjusted EBITA margin improves, accompanied by positive free cash flow generation and good liquidity. In addition, the upgrade will take into consideration end market conditions, and the company's financial policy, share repurchases and acquisition strategy. The ratings could be downgraded if the company continues to experience operational challenges with earnings and operating margin pressures, if adjusted debt to EBITDA is sustained above 5.0x, adjusted EBITA to interest is sustained below 2.0x, or if liquidity weakens materially. The principal methodology used in these ratings was Manufacturing published in September 2021. JELD-WEN, Inc. is a vertically integrated manufacturer of interior and exterior doors and windows across different price points for the new residential construction, repair and remodeling, and nonresidential building markets in North America and Europe. In the last twelve months ended September 30, 2024, JELD-WEN generated about $3.9 billion in revenue. JUS BROADCASTING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Jus Broadcasting Corporation 24-45180 36-01 36th Avenue - 4th Floor Long Island City NY 11106 Jus Punjabi LLC 24-45181 36-01 36th Avenue - 4th Floor Long Island City NY 11106 Jus One Corp. 24-45182 36-01 36th Avenue - 4th Floor Long Island City NY 11106 Business Description: Jus Broadcasting owns and operates a television broadcast network having two channels in programming generally related to matters involving India. Jus Broadcasting is certified as a "minority woman owned business" which entitles Jus Broadcasting to certain governmental advertising budgets involving the Federal Government and State and City Governments in New York State. Jus Broadcasting renders the administrative and billing for all customers and collect all advertising and subscription monies for Jus Punjabi LLC and Jus One Corp. Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Eastern District of New Jersey Judge: Hon. Jil Mazer-Marino Debtors' Counsel: Leo Fox, Esq. LAW OFFICE OF LEO FOX, ESQ. 630 Third Avenue - 18th Floor New York, NY 10017 Tel: 212-867-9595 Ext. 307 Email: leo@leofoxlaw.com Jus Broadcasting's Estimated Assets: $100,000 to $500,000 Jus Broadcasting's Estimated Liabilities: $1 million to $10 million Jus Punjabi's Estimated Assets: $0 to $50,000 Jus Punjabi's Estimated Liabilities: $1 million to $10 million Jus One Corp.'s Estimated Assets: $0 to $50,000 Jus One Corp.'s Estimated Liabilities: $1 million to $10 million The petitions were signed by Penny K. Sandhu as president and sole principal. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BGU64MQ/Jus_Broadcasting_Corporation__nyebke-24-45180__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MR6NVLY/Jus_Punjabi_LLC__nyebke-24-45181__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/ZIVPSLI/Jus_One_Corp__nyebke-24-45182__0001.0.pdf?mcid=tGE4TAMA KATANA ELECTRONICS: Updates Unsecured Claims Pay Details -------------------------------------------------------- Katana Electronics, LLC, submitted an Amended Plan of Reorganization for Small Business dated November 11, 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $7,600.00. The final Plan payment is expected to be paid on July 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations and future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately .0% cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. All claims in Class 3 shall receive the pro rata distribution of of all disposable income during the life of the plan, which is estimated to be $0.00. This Class is impaired. The Debtor shall make monthly plan payments of $7,600.00 a month to satisfy its obligation to Classes of Creditors. Unsecured creditor will receive their portion of the plan payment in accordance with their classification and pursuant to the pro rata portion of their claims, unsecured creditor shall receive no less than $3,578.03 total. The Debtor shall provide all disposable income to the Plan from its regular monthly operations. A full-text copy of the Amended Plan dated November 11, 2024 is available at https://urlcurt.com/u?l=1sWTei from PacerMonitor.com at no charge. Attorney for the Debtor: Ted F. Stokes, Esq. Stokes Law, PLLC 2072 North Main Suite 102 North Logan, UT 84341 Tel: (435) 213-4771 Fax: (888) 443-1529 Email: ted@stokeslawpllc.com About Katana Electronics Katana Electronics, LLC, is an electronics manufacturing company specializing in circuit boards and other electronic hardware. Katana Electronics filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 23-22919) on July 11, 2023, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Brian Rothschild, Esq., has been appointed as Subchapter V trustee. Judge Kevin R. Anderson oversees the case. The Debtor tapped Theodore Floyd Stokes, Esq., at Stokes Law PLLC as legal counsel and Beynon & Associates, Inc. as accountant. KENBENCO INC: Gets Interim OK to Use Cash Collateral Until Jan. 15 ------------------------------------------------------------------ Kenbenco, Inc. and its affiliates received interim approval from the U.S. Bankruptcy Court for the Southern District of New York, Poughkeepsie Division to use cash collateral until Jan. 15 next year. The court authorized the companies to use the cash collateral of secured creditors, U.S. Small Business Administration and Newtek Small Business Finance, LLC, in the ordinary course of business as outlined in their budget. To protect secured creditors, the court granted them continuing rollover liens and security interests in the companies' assets with the same priority and validity as before the bankruptcy filing. In addition, the court authorized the payment of $36,602 to Newtek for November and another $36,602 for December as adequate protection. The next hearing is scheduled for Jan. 14. About Kenbenco Inc. Kenbenco, Inc. is an established structural and miscellaneous fabrication company centrally in Saugerties, N.Y. It conducts business under the name Benson Steel Fabricators. Kenbenco and its affiliates, JJ Ben Corporation and Ben Mur, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 24-35470) on May 10, 2024. At the time of the filing, Kenbenco reported $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Judge Kyu Young Paek oversees the cases. Michelle L. Trier Esq., at Genova, Malin & Trier, LLP represents the Debtors as counsel. KERISMA LLC: Case Summary & Five Unsecured Creditors ---------------------------------------------------- Debtor: Kerisma, LLC d/b/a Senacore Solutions 3409 Lorenzo Dr. Plano TX 75074 Business Description: Kerisma owns and operates a used merchandise store. Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-42987 Debtor's Counsel: Brandon Tittle, Esq. TITTLE LAW GROUP, PLLC 1125 Legacy Dr., Ste. 230 Frisco TX 75034 Tel: 972-213-2316 Email: btittle@tittlelawgroup.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Rohan Gangar as manager. A copy of the Debtor's list of five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5OEQLEY/Kerisma_LLC_dba_Senacore_Solutions__txebke-24-42987__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5CHWOSY/Kerisma_LLC_dba_Senacore_Solutions__txebke-24-42987__0001.0.pdf?mcid=tGE4TAMA KINETIK HOLDINGS: S&P Alters Outlook to Pos., Affirms 'BB+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Kinetik Holdings Inc. (KNTK) to positive from stable and affirmed its 'BB+' issuer credit rating on KNTK. At the same time, S&P affirmed the 'BB+' issue-level rating on the senior unsecured notes. The '3' (rounded estimate: 65%) recovery rating is unchanged. The positive outlook reflects S&P's expectation that Kinetik will continue to increase scale while maintaining adjusted debt to EBITDA of 3.5x-4x through 2025, decreasing in 2026 below 3.5x. The positive outlook reflects Kinetik's increased scale from organic growth and acquisitions, while maintaining leverage of 3.5x-4x. Since the company's formation in 2021, KNTK has expanded its business footprint across the Delaware basin, increasing total processing capacity to about 2.4 billion cubic feet per day in mid-2025 following the Kings Landing expansion. Kinetik's eight processing complexes are strategically located throughout the region. It has focused on strategic capital expenditure projects, including a recently announced new gathering pipeline connecting the north system in Eddy County, N.M., to the southern system in Texas, in the first quarter of 2026. This will increase flexibility and help balance available processing capacity throughout the system, demonstrating the company's prioritization of system optimization. It also recently announced a bolt-on acquisition of midstream logistics assets from Permian Resources, which we expect will close in the first quarter of 2025 and provide at least $40 million in incremental EBITDA annually. Kinetik has integrated its Durango Permian assets, an acquisition that closed in the second quarter of 2024. S&P said, "With improved business risk and expected deleveraging over the next two years, we believe Kinetik will be comparable to investment-grade peers. The company's counterparty diversity is strong, especially in comparison to peers. KNTK has about 90 unique customers with a weighted-average rating of 'BBB-'. While KNTK has a lower share of minimum volume commitments as a percentage of EBITDA, its concentration in the Permian Basin provides a significant competitive advantage due to the economic drilling conditions in the region, continuing strong volumes. KNTK increased its ownership in EPIC Crude to 27.5% from 15% this year, however our base case does not factor in any distributions in 2025. "We expect S&P Global Ratings-adjusted debt to EBITDA of 3.5x-3.75x in 2025, falling well below 3.5x in 2026. We expect S&P Global Ratings-adjusted EBITDA of $1.05 billion-$1.1 billion in 2025, improving to $1.3 billion-$1.4 billion in 2026. EBITDA growth is driven by increased volumes across its existing systems and new commercial contracts. KNTK has historically demonstrated a conservative financial policy to finance its growth projects, favoring equity issuances and cash rather than raising debt to finance growth. We expect KNTK to employ a similar strategy over our forecast period. We expect at least $250 million in free operating cash flow in 2025. "The positive outlook reflects our expectation that Kinetik will maintain adjusted debt to EBITDA of 3.5x-4x through 2025, falling below 3.5x in 2026. We expect the company will continue to generate significant free cash flow and expand its business through acquisitions and organic growth while maintaining similar contractedness and volumetric risk." S&P could revise the outlook to stable if: -- Prolonged underperformance of its gathering and processing throughput volumes results in adjusted debt to EBITDA sustained above 4x; or -- The company takes a more aggressive financial policy. S&P could consider raising the ratings over the next 12-18 months if the company: -- Continues the trajectory of improving its scale and footprint through organic growth projects or acquisitions; and -- Maintains a conservative financial policy with adjusted debt to EBITDA of about 3.5x. LIFE UNIVERSITY: Moody's Alters Outlook on 'Ba3' Issuer to Negative ------------------------------------------------------------------- Moody's Ratings has revised Life University's (GA) outlook to negative from stable, and affirmed the Ba3 issuer and revenue bond ratings. The university's bonds were issued through the Marietta Development Authority (GA). As of June 30, 2024, Life recorded total debt outstanding of $88.75 million. The revision of the outlook to negative from stable reflects the move to probationary status by its chiropractic college's accrediting body, the Council of Chiropractic Education (CCE), combined with softening operating performance and liquidity. The probation status centers around the program's graduates' exam success rates. While preliminary fiscal results for fiscal 2025 indicate improvement in operating performance over the prior year, very high reliance on net tuition revenue, substantial debt burden, and ongoing capital investment needs limit the pace of liquidity gains. Elevated accreditation risk and softening financial operations are governance considerations under Moody's ESG methodology and key drivers of this rating action. RATINGS RATIONALE Life University's (LU) Ba3 issuer rating reflects its relatively small scale, concentrated market niche in chiropractic education, and modest wealth and liquidity, with limited prospects for significant improvements in operations and financial resources. LU's limited brand and strategic positioning reflects a high reliance on tuition revenue, modest donor support and research activity, constrained pricing power in its core chiropractic programs and weaker pricing flexibility for undergraduate programs. Favorably, LU maintains disciplined financial management to budget for at least 1.3x debt service coverage, including reasonable student demand projections. LU's wealth is modest with $21.3 million of cash and investments for fiscal 2024, which covered debt and operations by a very low 0.24x and 0.25x, respectively. Liquidity at 78 days for fiscal 2024 has weakened relative to pre-pandemic levels, due in part to ongoing capital investments, with age of plant of about 15 years. Despite high leverage, LU's debt structure is all fixed rate and amortizing. Affirmation of the Ba3 revenue bond rating incorporates the issuer rating, in addition to security features that include a gross revenue pledge, first mortgage pledge of university real property and a debt service reserve fund. RATING OUTLOOK The negative outlook reflects the possibility of a downgrade if the university is not able to return to stronger operations and improvement in unrestricted reserves by fiscal 2026. An inability to remedy its CCE probation status leading to enrollment and financial disruptions would also impact the rating. CCE's accreditation requires that graduates of the program meet a threshold 80% passage rate of the National Board of Chiropractic Examiners (NBCE) licensing exam, based on a weighted average of students who passed the exam over a successive four-year period. Life's 2020-23 average pass rate was 77%. The university remains accredited and is working to meet a threshold pass rate of 80% by August 2026. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Material improvement in strategic positioning, growing net tuition revenue, and improvement in wealth to debt and expenses at 0.29x and 0.36x, respectively -- Sustained improvement in EBIDA margins near 14% and debt to EBIDA of 9x FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Lack of progress toward remediation of CCE's current probation notice -- Deterioration of student demand due to loss of CCE accreditation, given very high reliance on student generated revenue largely from its college of chiropractic -- Inability to sustain sufficient operating performance to generate debt service coverage above 1.2x (on a Moody's adjusted basis) -- Material additional debt given already high leverage, or reduction in headroom on debt covenants or covenant violations LEGAL SECURITY The Series 2017A bonds are secured by a gross revenue pledge, first mortgage pledge of university real property and cash funded debt service reserve fund equal to maximum annual debt service (currently funded at $7.0 million). A small portion of the campus near the student housing funded by a portion of the bonds is carved out of the mortgage pledge to allow the university to support a future public-private partnership or alternative finance mechanism for additional student housing facilities. Covenants include: rates and charges sufficient to meet university operations and payments under the Loan Agreement; debt service coverage of 1.2x; liquidity covenant of at least 80 days cash on hand; long-term indebtedness ratio of at least 0.15x; and trades payable of at least 90% of payables at less than 60 days. As of June 30, 2024, the university's exceeded all covenants, with 1.44x coverage, 95 days cash on hand, indebtedness ratio of 0.29x, and trade payables at 98.0%. Failure to meet the required covenants would trigger the university's need to engage a consultant. Failure to meet the required covenants in any two consecutive calendar quarters would trigger the university's requirement to transfer all revenue to the trustee on a daily basis. PROFILE Life University was founded in 1974 as a private university in the Atlanta suburb of Marietta, Georgia. The majority of students are enrolled in its doctoral degree program in chiropractic. The university also offers undergraduate and graduate programs in health and wellness-oriented fields. In fiscal 2024, Life recorded operating revenue of $82.7 million and for the fall 2024 term, enrolled 2,496 full-time equivalent (FTE) students. METHODOLOGY The principal methodology used in this rating was Higher Education published in July 2024. LUBBOCK SQUARE: Seeks Bankruptcy Protection in Texas ---------------------------------------------------- On December 3, 2024, Lubbock Square MFMVP LLC filed Chapter 11 protection in the Northern District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Lubbock Square MFMVP LLC Lubbock Square MFMVP LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Lubbock Square MFMVP LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-50306) on December 3, 2023. In the petition filed by Bo Fontana, as member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Robert L. Jones handles the case. The Debtor is represented by: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 E-mail: joyce@joycelindauer.com MADDEN CORP: Claims to be Paid From Disposable Income ----------------------------------------------------- Madden Corporation filed with the U.S. Bankruptcy Court for the Central District of California a Subchapter V Plan of Reorganization dated November 12, 2024. The Debtor is a diversified logistics company with offices in Anaheim, San Diego, Eastvale, Rancho Dominguez, and Los Angeles, California. The Debtor's logistics services include trucking, warehousing, special messenger, and legal support services primarily in Southern California. The Debtor was incorporated in 2003. Donald L. Madden serves as the Debtor's CEO and is the Debtor's majority shareholder. The Plan is a reorganizing plan. The Plan provides for an upfront cash payment of $50,000 (the "Effective Date Payment") by the Debtor's owner, Donald L. Madden, to the Disbursing Agent by the Effective Date. The Holders of Allowed General Unsecured Claims will receive a pro rata distribution from the Effective Date Payment in one lump sum payment by the Disbursing Agent by the Payment Date. Distributions on account of Disputed Claims will be reserved and no distributions will be made to the Holders of any Disputed Claims unless and until they become Allowed Claims. The Cash Flow Projections set forth the projected disposable income to be received by the Reorganized Debtor over the 3-year period following the Effective Date that is not reasonably necessary for the payment of expenditures necessary for the continuation, preservation or operation of the business of the Debtor. As the Cash Flow Projections reflect, the Debtor is projected to generate projected disposable income of $20,639 over the 3-year period. Thus, the Effective Date Payment approximately doubles the amount that must be paid under the Bankruptcy Code and provides such amount shortly after the Effective Date. Class 4 consists of General Unsecured Claims. The allowed unsecured claims total $5,070,816.53. On the Payment Date or as soon as practicable thereafter, the Disbursing Agent shall pay the Holders of Allowed General Unsecured Claims a Pro Rata Payment from the remaining amount of the Effective Date Payment following payment of Allowed Administrative Claims. This Class is impaired. The treatment proposed herein shall be in full settlement and satisfaction of the Unsecured Claims. Any asserted Claim against the Debtor that is not expressly treated in Classes 1, 2, 3, or 5, shall receive the treatment in this Class 4 in full settlement and satisfaction of such Claim. On the Effective Date, Don Madden and Brian Madden shall retain all existing Equity Interests in Madden Corporation in the same amount as of the Petition Date. No distribution of any kind will be made on account of such existing Equity Interests until and unless a final decree is entered in the Case. The Debtor's owner will pay the Effective Date Payment to the Disbursing Agent within five business days after the Effective Date and the Disbursing Agent will pay such amount to the Holders of Allowed Claims on the Payment Date (other than Allowed Secured Claims, which will be paid by the Reorganized Debtor). The Cash Flow Projections reflect that the Effective Date Payment approximately doubles the collective amount of the projected disposable income to be received by the Reorganized Debtor over the 3-year period following the Effective Date that is not reasonably necessary for the payment of expenditures necessary for the continuation, preservation or operation of the business of the Debtor. A full-text copy of the Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=o85heo from PacerMonitor.com at no charge. About Madden Corporation Madden Corporation, doing business as Pams Delivery Service, National Messenger, Quality Courier, Allstate Courier, and Procourier ProLegal, has been providing same day document and package delivery services via ground and air transportation for many of the largest and most respected businesses in the nation. Madden is a diversified logistics company with an equal emphasis on providing special messenger, trucking, warehousing and fulfillment, and attorney support services. Madden Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12028) on August 14, 2024. In the petition signed by Donald Madden, as chief executive officer, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Theodor Albert oversees the case. The Debtor is represented by: Robert S. Marticello, Esq. RAINES FELDMAN LITTRELL LLP 3200 Park Center Drive Suite 250 Costa Mesa, CA 92626 Tel: (310) 440-4100 Email: rmarticello@raineslaw.com MANCHESTER, GA: S&P Lowers Rev. Bond Rating to 'BB+', Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings lowered its underlying rating on Manchester, Ga.'s outstanding water and sewer revenue bonds to 'BB+' from 'BBB-'. The outlook is negative. "The downgrade and negative outlook reflect our view of the city's weak and volatile financial profile, historical trend of insufficient all-in debt service coverage, and thin cash reserves," said S&P Global Ratings credit analyst Mallie Lange. "It also reflects our view that the city may have operating shortfalls over the next several fiscal years, even with its pre-approved rate increases through 2028," she added. S&P said, "The negative outlook also reflects our view of the uncertainty surrounding the future state of the city's financial profile, especially considering that 2024's actual performance was below city projections. "Net revenues of the combined water and sewer system secure the bonds. We consider bond provisions to be credit neutral. The series 2013A bonds have $4.1 million outstanding and are scheduled to retire in 2032. The series 2013 is issued on the senior lien, while the series 2020 USDA loans are issued on the subordinate lien. We note the historical rate covenant violations due to insufficient debt service coverage based on a rate covenant that stipulates net revenues will cover annual debt service by 1.1x." MERRILL SERVICES: Case Summary & 15 Unsecured Creditors ------------------------------------------------------- Debtor: Merrill Services, Inc. d/b/a Merrill Landscape Services 852 County Road 2550N Champaign, IL 61822 Business Description: The Debtor provides professional lawn care, landscaping, fertilization, and snow removal to Champaign IL & surrounding areas. Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Central District of Illinois Judge: Hon. Mary P Gorman Debtor's Counsel: Sumner A. Bourne, Esq. RAFOOL & BOURNE, P.C. 401 Main Street, Suite 1130 Peoria, IL 61602 Tel: (309) 673-5535 Fax: (309) 673-5537 E-mail: notices@rafoolbourne.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Marcus R. Merrill as president/bankruptcy representative. 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/YDIQKWI/Merrill_Services_Inc__ilcbke-24-90597__0001.0.pdf?mcid=tGE4TAMA MILWAUKEE INSTRUMENTS: Unsecured Claims Under $40K to Recover 85% ----------------------------------------------------------------- Milwaukee Instruments, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement describing Plan of Reorganization dated November 12, 2024. The Debtor is a North Carolina corporation with a principal office formerly located at 2950 Business Park Drive, Rocky Mount, North Carolina. As of the Petition Date, the Debtor had active business operations, ongoing receipts and disbursements, no secured debt, and no unsecured debt except for (i) priority tax claims in small amounts, (ii) an intercompany unsecured debt owed to Hanna Instruments, Inc., an affiliate of the Debtor, (iii) unsecured debt in relatively small amounts owed to certain vendors and professionals, and (iv) disputed and for the most part unliquidated unsecured claims (the "Tort Claims") asserted in multiple cases pending in Nevada (the "Tort Litigations") brought by various parties against Affinitylifestyles.com, Inc., d/b/a Real Water, a Nevada corporation, and Real Water, Inc., a Delaware corporation (together, the "Real Water Defendants"), Hanna Instruments, Inc., and Milwaukee Instruments, Inc., among others. The Debtor filed a motion (the "Sale Motion") in which the Debtor requested that the Court enter an order, providing, among other things, for the sale of the Sale Assets free and clear of all liens, claims, encumbrances and other interests, to the extent permissible by law (the "Sale"). By order entered on July 15, 2024 (the "Bidding Procedures Order"), the Court approved certain Bidding Procedures that governed the sale of, or other transaction to acquire, the Sale Assets by the highest and best bidder. As set forth in the Sale Motion and approved in the Bidding Procedures Order, the Debtor offered to sell substantially all its tangible and intangible assets (the "Sale Assets"), excluding only certain assets (the "Excluded Assets"), pursuant to the bidding procedures approved by the Court. The Debtor entered into an Asset Purchase Agreement, as modified (the "Amendment to Sale Motion"), by and between the Debtor and Scientific Instruments Development International, Inc. for the purchase of the Sale Assets for $600,000.00 in cash and the assumption of certain obligations at closing. The Court conducted a hearing on October 1, 2024, to consider approval of the proposed sale to the highest bidder, after which the Court entered an order (the "Sale Order") authorizing the sale of the Sale Assets to Scientific Instruments Development International, Inc. or its assignee. Subsequently, Scientific Instruments Development International, Inc. assigned all its rights under the Asset Purchase Agreement to Milwaukee Instruments USA, Inc. (the "Purchaser"). The sale was closed on October 18, 2024, and on November 1, 2024, the Debtor then changed its corporate name to MI Liquidation, Inc. at the request of the Purchaser pursuant to the Asset Purchase Agreement. The Plan proposes payment of Allowed Administrative Expense Claims in full, and payment in full or in part of Allowed Unsecured Claims (Priority, Convenience, General and Tort Claims) according to the priorities established by the Bankruptcy Code and in the manner and to the extent provided for the respective classes of claims in the Plan. Payments will be made solely from the Excluded Assets (i.e., funds remaining in the Debtor's accounts as the Effective Date, including the proceeds derived from the Sale Assets, proceeds subsequently derived from Bankruptcy Causes of Action, and proceeds derived from claims and Causes of Action which may be asserted by or on behalf of the Debtor against Ohio Security Insurance Company, Peerless Indemnity Insurance Company, and The Ohio Casualty Insurance Company, collectively referred to as "Liberty Mutual Insurance Company" or "Liberty Mutual" for indemnification, defense costs, rights to insurance proceeds (regardless of whether such rights are currently exercisable), and claims for damages resulting from a bad faith refusal to settle the Tort Litigations. Class 2 consists of any Allowed Unsecured General Claims in an amount less than or reduced to $40,000.00. In full satisfaction of Allowed Unsecured Convenience Claims, holders of such Claims shall be paid in cash, in an amount equal to 85% of the Allowed Convenience Claims, within thirty days after the Effective Date. Class 2 is impaired. Class 3 consists of all Allowed Unsecured Claims except Unsecured Priority Claims, Unsecured Convenience Claims, and Unsecured Tort Claims. In full satisfaction of Allowed Unsecured General Claims, holders of such Claims will be paid a pro rata share of Available Cash (after payment of all Allowed Administrative Expense Claims, Priority Claims and Convenience Claims) pari passu with holders of Allowed Unsecured Tort Claims, as and when determined by the Trustee in his reasonable discretion. This Class is impaired. Class 4 consists of all Allowed Unsecured Tort Claims. In full satisfaction of Allowed Unsecured Tort Claims, holders of such Claims will be paid a pro rata share of Available Cash (after payment of all Allowed Administrative Expense Claims, Priority Claims and Convenience Claims) pari passu with holders of Allowed Unsecured General Claims, as and when determined by the Trustee in his reasonable discretion. This Class is impaired. The Class 5 Equity Interests will be terminated and extinguished on the Effective Date, and the holders of such existing Equity Interests will not receive or retain any distributions or property on account thereof. The Trustee will establish the Plan Consummation Account for all funds received or disbursed after the Effective Date. On the Effective Date, the Debtor will transfer the funds then on deposit in the Debtor's disbursement account, after first reserving for the aggregate amount of checks or other disbursements in transit, to the Plan Consummation Account. Recoveries obtained from the Sale or from Causes of Action (including Bankruptcy Causes of Action) will be deposited in the Plan Consummation Account as and when received. A full-text copy of the Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=8PamPa from PacerMonitor.com at no charge. Milwaukee Instruments Inc. is represented by: John A. Northen, Esq. NORTHEN BLUE, L.L.P. P.O. Box 2208 Chapel Hill, NC 27514-2208 Tel: (919) 968-4441 E-mail: jan@nbfirm.com About Milwaukee Instruments Milwaukee Instruments Inc. -- https://milwaukeeinstruments.com/ -- is a manufacturer of electrochemical instrumentation for water analysis. The company helps hydroponics and greenhouse growers, winemakers, brewers, pool service technicians, educators and others. Its instruments are manufactured in Europe. Milwaukee Instruments filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 24-01757) on May 27, 2024, with total assets of $990,527 and total liabilities of $38,511,176. Carl Silvaggio, president, signed the petition. Judge David M. Warren oversees the case. The Debtor tapped John A. Northen, Esq., at Northen Blue, LLP as bankruptcy counsel; PKF Clear Thinking, LLC, as financial advisor; and Williams Overman Pierce, LLP, as accountant. MMA LAW FIRM: Proceeds to Mediation in Chapter 11 Bankruptcy ------------------------------------------------------------ Alex Wittenberg of Law360 Bankruptcy Authority reports that Houston-based MMA Law, a law firm facing financial difficulties, has announced it will enter mediation with litigation funders Equal Access Justice Fund LP and its creditors to resolve issues related to its bankruptcy plan and other concerns. The move comes shortly after Equal Access was dismissed from a class action tied to MMA Law, according to Law360 Bankruptcy Authority. About MMA Law Firm MMA Law Firm, PLLC is a Houston-based law firm specializing in insurance claim management, negotiation and litigation. MMA Law Firm filed Chapter 11 petition (Bankr. S.D. Texas Case No. 24-31596) on April 9, 2024, with $100 million to $500 million in assets and $10 million to $50 million in liabilities. Zach Moseley, managing member, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Johnie Patterson, Esq., at Walker & Patterson, P.C. MOBIQUITY TECHNOLOGIES: Posts $1.13 Million Net Loss in Fiscal Q3 ----------------------------------------------------------------- Mobiquity Technologies, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1,131,316 on $566,044 of revenues for the three months ended September 30, 2024, compared to a net loss of $1,394,271 on $177,271 of revenues for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $3,071,366 on $1,096,218 of revenues, compared to a net loss of $5,220,014 on $441,010 of revenues for the same period in 2023. As of September 30, 2024, the Company had $5,620,436 in total assets, $3,495,918 in total liabilities, and $2,124,518 in total stockholders' equity. The Company has incurred significant losses since its inception in 1998 and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment, the Company performed a comprehensive analysis of its current circumstances including its financial position, its cash flows and cash usage forecasts for the year ended December 31, 2023, and the nine months ended September 30, 2024, and its current capital structure including equity-based instruments and its obligations and debts. Without sufficient revenue from operations, if the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2ysjahs6 About Mobiquity Technologies Headquartered in Shoreham, N.Y., Mobiquity Technologies, Inc., is a next-generation advertising technology, data compliance, and intelligence company that operates through its various proprietary software platforms. The Company's product solutions are comprised of three proprietary software platforms: Advertising Technology Operating System (ATOS Platform); Data Intelligence Platform; and Publisher Platform for Monetization and Compliance. Margate, Florida-based Assurance Dimensions, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 8, 2024, citing that the Company has incurred operating losses, negative cash flows from operations, and has an accumulated deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. Mobiquity Technologies reported a net loss of $6.53 million for the year ended Dec. 31, 2023, compared to a net loss of $8.06 million for the year ended Dec. 31, 2022. MOTORS ACCEPTANCE: Unsecureds Will Get 100% of Claims in Plan ------------------------------------------------------------- Motors Acceptance Corporation filed with the U.S. Bankruptcy Court for the Middle District of Georgia a Disclosure Statement regarding Plan of Reorganization dated November 11, 2024. The Debtor operates a consumer finance company, which has it primary business office in Columbus, Georgia. Debtor was incorporated October 4, 1993, in the State of Georgia. The Debtor is licensed as a consumer lender. All loans are secured by a vehicle title, where Debtor is listed as the first lien holder. The home office has been in located in Columbus, Georgia for over 30 years. The underwriting and customer services departments are located at the home office. The schedules reflect the following real estate owned valued at $1.00 and personal property valued at $3,321,931.93. Liabilities totaled $5,536,273.84. The values stated on Debtor's schedules were taken from Debtor's book value. The indebtedness to Source Capital, Debtor's only secured creditor, is believed to be $3,125,000.00, as of the petition date. Traditional unsecured creditors are $78,234.92 and insider unsecured creditors are $1,971,040.09. The Debtor has structured a plan to provide for retention of assets and restructuring of debts. Class 6, consisting of general unsecured creditors, to the extent determined to be allowed secured claims, will be paid as follows: Non-insider Class 5 claimants will be paid 100% of the allowed amount of their claims. Payment shall be over 12 months in equal monthly installment without interest, and commencing on the first day of the month following the Effective Date. Insider unsecured creditors shall be subordinated to all non-insider creditors. Those insider secured creditors will be paid, settled, or forgiven after all secured and unsecured creditors are paid in full, under mutually acceptable arrangements. A full-text copy of the Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=bZHg5E from PacerMonitor.com at no charge. Attorney for the Debtor: Wesley J. Boyer, Esq. Boyer Terry LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9230 Email: Wes@BoyerTerry.com About Motors Acceptance Motors Acceptance Corporation in Columbus, GA, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Ga. Case No. 24-40483) on August 15, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Shannon Arnette, vice president, signed the petition. Judge John T. Laney, III oversees the case. The Debtor tapped Boyer Terry LLC as bankruptcy counsel; Robert R. Lomax, LLC and Chambless Math & Carr, PC as special counsel; and Fountain Arrington Bass Mercer & Lee, PC as accountant. MP REORGANIZATION: Fine-Tunes Plan Documents -------------------------------------------- Ryan Drexler submitted a Disclosure Statement describing Second Amended Plan of Liquidation for MP Reorganization f/k/a Musclepharm Corporation dated November 8, 2024. The Debtor conducted an auction and sale of substantially all of its Assets to Fitlife Brands, Inc. in October 2023. This Plan provides a mechanism to distribute the Net Sale Proceeds and any remaining value in the Debtor's limited remaining assets, defined to include the Excluded Assets and Remaining Assets. The Plan sets forth a straight-forward plan to resolve any disputes regarding the amount and priority of liens in the Net Sale Proceeds, the Excluded Assets, and the Remaining Assets, and deliver the proceeds thereof. In addition, the Plan Proponent believes that there are colorable claims against certain Insiders of the Debtor and other parties in interest including, but not limited to, the Empery Parties, the Committee, and Nick Rubin, former independent director of the Debtor with respect to their activities prior to and during the pendency of this Chapter 11 Case. The Plan provides for a means of further investigation into such potential Causes of Action (the "Insider Causes of Action"). The Plan Proponent believes that such claims represent a valuable source of recovery for general unsecured creditors. Like in the prior iteration of the Plan, each holder of an Allowed General Unsecured Claim shall receive its pro rata share of any Remaining Assets. The Plan Proponent estimates that the General Unsecured Claims against the estate total approximately $24,025,970.00. Class 5 consists of Equity Interests. All existing Equity Interests in the Debtor shall be cancelled and holders of such Equity Interests shall neither receive nor retain anything on account of their existing Equity Interests. The Net Sale Proceeds shall be transferred to the Liquidating Trustee for distribution in accordance with the terms of the Plan. On the Plan Effective Date, the Liquidating Trust shall receive all Cash held by the Estate, including the Net Sale Proceeds less any amount to be paid consistent with the outcome of the litigation to determine the respective valuations and priorities of the Class 2 Competing Secured Claims (the "Liquidating Trust Cash Balance"). In addition, the Plan Proponent shall, at the request of the Liquidating Trustee, provide the Liquidating Trust with an interest-free loan in the initial amount of $250,000, irrespective of the allowance or priority of the Plan Proponent's Claims (the "Drexler Liquidating Trust Loan"). The Liquidating Trustee may request up to $1,000,000 in the aggregate under the Drexler Liquidating Trust Loan to facilitate the Liquidating Trustee's investigation into and potential prosecution of the Insider Causes of Action, pursuant to the following terms: * Draw requests from the Drexler Liquidating Trust Loan may be made in increments of $250,000, and are to be disbursed within 30 days of a draw request by the Liquidating Trustee; * Repayment for each draw from the Drexler Liquidating Trust Loan is not required until 3 years after the date that the Plan Proponent makes a disbursement for the particular draw request; and * The Plan Proponent shall have recourse only to the proceeds of litigation undertaken by the Liquidating Trustee. A full-text copy of the Disclosure Statement dated November 8, 2024 is available at https://urlcurt.com/u?l=B7Ryhr from PacerMonitor.com at no charge. Attorneys for Ryan Drexler: David Mincin, Esq. MINCIN LAW, PLLC 7465 W. Lake Mead Boulevard, #100 Las Vegas, Nevada 89128 Phone: 702-852-1957 Email: dmincin@mincinlaw.com Michael G. Freedman, Esq. THE FREEDMAN FIRM PC 1801 Century Park East, #450 Los Angeles, CA 90067 Phone: (310)285-2210 Email: michael@thefreedmanfirm.com About MP Reorganization MP Reorganization was a scientifically-driven, performance lifestyle company. The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022, listing up to $50 million in both assets and liabilities. Judge Natalie M. Cox oversees the case. Schwartz Law, PLLC is the Debtor's bankruptcy counsel. Nathan F. Smith was appointed as trustee in this Chapter 11 case. He tapped Todd C. Ringstad, Esq., at Ringstad & Sanders LLP as his counsel. NATIONAL RIFLE: Ordered to Reform Policy After NY Misconduct Ruling ------------------------------------------------------------------- Rachel Scharf of Law360 Bankruptcy Authority reports that on December 11, 2024, a New York judge ordered changes to the National Rifle Association's board structure and organizational policies to "prevent future violations of law," after a jury found significant financial misconduct and whistleblower retaliation within the organization. About National Rifle Association Founded in 1871 in New York, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, the National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge Harlin Dewayne Hale oversaw the cases. The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as their bankruptcy counsel, and Brewer, Attorneys & Counselors as their special counsel. Norton Rose Fulbright US, LLP and AlixPartners, LLP served as the creditors' committee's legal counsel and financial advisor, respectively. * * * Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale dismissed the National Rifle Association's Chapter 11 case in May 2021, after finding the group filed its petition in bad faith in order to gain advantage in litigation brought by New York's attorney general. New York Attorney General Letitia James sought the dismissal of the case. The judge condemned the NRA's attempts to avoid accountability, making clear that the organization's actions were "not an appropriate use of bankruptcy." NB 700 LOGAN: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: NB 700 Logan, LLC 180 Avenida La Pata, 2nd Floor San Clemente, CA 92673 Business Description: NB 700 Logan is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-13159 Debtor's Counsel: Masood Khan, Esq. Haroon Manjlai, Esq. KHAN LAW GROUP, LC 9431 Haven Ave., Suite 100 Rancho Cucamonga CA 91730 Tel: 951-268-4384 Email: mk@khanlegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patrick Nelson as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SK72H6Q/NB_700_LOGAN_LLC__cacbke-24-13159__0001.0.pdf?mcid=tGE4TAMA NOVELIS INC: Moody's Affirms 'Ba2' CFR & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Ratings affirmed Novelis Inc.'s corporate family rating of Ba2, Probability of Default Rating of Ba2-PD and the Ba3 ratings of the backed senior unsecured notes of Novelis Corporation and Novelis Sheet Ingot GmbH. The speculative grade liquidity rating of Novelis was downgraded to SGL-3 from SGL-2. The ratings outlook was changed to negative from stable. RATINGS RATIONALE The change in outlook to negative from stable reflects Moody's expectations that the combination of lower scrap spreads, softer demand in certain end markets, greater than anticipated cash burn and the resulting need to raise more debt to complete the Bay Minette project could lead to higher leverage and the overall weaker credit profile until the project is completed and ramped up to full capacity. Novelis' Ba2 CFR reflects the company's large scale and significant market position in the number of end markets including can packaging where it enjoys a leading market share. The rating considers the company's broad geographic footprint with operations in North and South America, Europe and Asia. The rating also factors in the company's ability to generate significant operating cash flow and expectations that the recently completed and commissioning projects could support growth in earnings and cash flows in the next 2-3 years, albeit at a lower rate than previously estimated. At the same time, the rating incorporates a certain degree of inherent industry and business volatility. Novelis' credit metrics had previously been strong for its Ba2 CFR. However, a significant increase in the Bay Minette project capex, which created the need for more debt, sharply higher scrap prices, weaker demand from the automotive, specialty and aerospace markets in certain regions and the likely slower projected earnings growth and higher cash burn in FY2025-2027 will erase this cushion. Novelis has recently updated the estimated capital cost to build the new greenfield rolling and recycling plant in Bay Minette, Alabama with the initial capacity of 600kt to $4.1 billion, including contingency, from $2.5 billion originally. The project completion timeline was also extended to the second half of calendar year 2026 (FY2027) from FY2026 previously. According to the company, with a high level of project engineering complete and all key equipment and the majority of materials contracted, management is confident that the project will be completed within the new parameters. In the LTM ended September 30, 2024, Novelis generated about $1.7 billion in Moody's-adjusted EBITDA, and leverage rose incrementally to 3.7x from 3.5x in FY2024 (March-end). Free cash flow (after dividends to Hindalco) in the LTM was modestly negative at $135 million, as higher capex exceeded cash flow from operations. Moody's estimate that Novelis will generate about $1.8 billion in Moody's-adjusted EBITDA in FY2025 and $1.8-1.9 billion in FY2026. Moody's also expect Novelis to be significantly free cash flow negative in FY2025-27 due to lower than previously estimated earnings, operating cash flow and peak level growth capex spending. Moody's anticipate that Novelis will need to raise new debt in FY2025-26 to help fund its growth capex and to maintain the adequate cash levels on the balance sheet. Under this base case scenario and considering the projected modest earnings growth and higher gross debt, Moody's-adjusted Debt/EBITDA, will likely increase to 4.2-4.5x by the end of FY2026 (March 2026). Moody's leverage estimate excludes the company's factored trade receivables outstanding, which Novelis stopped disclosing in FY2023. Despite the lack of disclosures, Moody's consider these arrangements to be debt like. The negative outlook reflects Moody's expectations that as a result of high capex spending, demand headwinds in certain end markets and regions, lower projected profitability and higher projected debt levels, Novelis's credit metrics will deteriorate in the next 12-18 months and will be weak for the current rating. Novelis has an adequate liquidity position (SGL-3) supported by its $1,071 million cash position as of September 30, 2024, and $845 million available under its $2 billion senior secured asset-based revolving credit facility (ABL) maturing in August 2027 (unrated), which is subject to certain springing requirements concerning timing of repayment of the term loan and other debt facilities. The ABL is secured by accounts receivable and inventory. If, at any time, the availability under the ABL is less than the greater of (a) $150 million and (b) 10% of the lesser of the facility commitment or the borrowing base, the company will be required to maintain a minimum fixed charge coverage of at least 1.25x. Availability is viewed as remaining sufficient such that this will not be tested. The company's secured term loan facilities (unrated) have a covenant restricting senior secured net leverage to no more than 3.5:1. The company's closest material debt maturity is its senior secured $750 million incremental term loan maturing in 2026. The term loan facilities have a covenant restricting senior secured net leverage to no more than 3.5x and interest coverage ratio covenant of at least 2x, Moody's expect the company to remain in full compliance with these covenants. In addition, the company has short-term credit facilities in Korea, Brazil and China to support operations in these countries. The Ba3 rating of its senior unsecured notes reflects their effective subordination to the significant amount of secured debt under the term loans, the ABL and priority payables. The notes have a downstream guarantee from Novelis Inc. and are guaranteed by all of Novelis' existing and future US restricted subsidiaries, certain existing Canadian and other non-US foreign restricted subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade of Novelis Inc.'s credit ratings if the company completes the development of the Bay Minette project as planned. Quantitatively, an upgrade would be considered of leverage (adjusted debt/EBITDA) improves to and is sustained below 3x, adjusted EBIT margin is sustained above 8%, (CFO-Dividends)/Debt is sustained above 30% and free cash remains positive on a sustained basis. Novelis' ratings could be downgraded if liquidity, measured as cash plus ABL availability, evidences a material deterioration, if company makes substantial debt-financed acquisitions, materially increases its capex spending or if shareholder returns meaningfully exceed the capital allocation framework targets established by Hindalco Industries Limited, the ultimate parent company of Novelis Inc. Expectations of significant production rate cuts by the company or its customers, reduced profitability or an extended slump in the end-markets served could lead to negative pressure on the ratings. Quantitatively, ratings could be downgraded if the adjusted EBIT margin is expected to be sustained below 5% or (Cash flow from operations less dividends)/debt is sustained below 15% and leverage, measured as debt/EBITDA ratio, is expected to be sustained above 4x. Headquartered in Atlanta, Georgia, Novelis is the world's largest producer of aluminum rolled products. The company operates through four regional segments, North America, Europe, Asia and South America. While Novelis sells into a number of end markets, the company generates nearly 60% of sales in the can sheet market. Novelis generated approximately $16.5 billion in revenues for the twelve months ended September 30, 2024. Novelis is ultimately owned by Hindalco Industries Limited (unrated) domiciled in India. The principal methodology used in these ratings was Steel published in November 2021. OUTERSTUFF LLC: Moody's Raises CFR to 'B3', Outlook Stable ---------------------------------------------------------- Moody's Ratings upgraded Outerstuff LLC's corporate family rating to B3 from Caa1 and probability of default rating to B3-PD from Caa1-PD. The company's senior secured first lien term loans ratings were upgraded to Caa1 from Caa2. The outlook is stable. The upgrades reflect Outerstuff's improved operating performance and reduced revolver reliance. Year-to-date 2024, revenue grew 22% and Moody's-adjusted EBITDA was up over 50%, driven by new licenses in the fashion channel and good demand across core league licenses. Moody's-adjusted debt/EBITDA declined to 4.1x as of September 30, 2024 from 5.5x in 2023, and (EBITDA-Capex)/interest expense increased to 1.9x from 1.3x. Earnings growth also resulted in reduced revolver utilization, and Moody's expect the revolver to be undrawn at year-end 2024, as cash flow is supported by better working capital management. RATINGS RATIONALE Outerstuff's B3 CFR is constrained by the company's small scale, narrow product concentration and operations in the highly competitive, promotional and discretionary apparel industry. The company is also dependent on several sports league licenses for a significant majority of revenue and is required to make substantial minimum guaranteed royalty payments, which increase its operating risk relative to apparel companies that own their brands. The rating also incorporates governance considerations, including several distressed exchanges and a history of earnings underperformance relative to budget prior to 2023. The rating is supported by Outerstuff's adequate liquidity. In addition, the credit profile benefits from the company's entrenched market position with exclusive license contracts and long-standing relationships with the NFL, NBA, NHL, MLB, NCAA, MLS and USA Olympics, which allow it to sell virtually all children's apparel with the teams' logos. The children's licensed sports apparel market is relatively stable because of its low fashion risk, natural replenishment cycle and consumers' steady interest in team sports. The stable outlook reflects Moody's expectations for adequate liquidity and stable operating performance over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded with continued revenue and earnings growth. An upgrade would also require consistent positive free cash flow, limited revolver utilization and a lack of near-term debt maturities. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained below 3.5x and (EBITDA-Capex)/interest expense above 2.25x. The ratings could be downgraded if liquidity deteriorates for any reason, including reduced revolver availability, covenant tightness, or if revenue or EBITDA deteriorate. Quantitatively, the ratings could be downgraded if Moody's-adjusted debt/EBITDA is sustained above 4.5x or (EBITDA-Capex)/interest expense below 1.5x. The ratings could also be downgraded if the company loses any significant licenses. Outerstuff LLC is a designer and marketer of licensed children's and adults' sports apparel. The company generates most its revenue from products sold under exclusive licenses with the NFL, NBA, NHL, MLB, MLS, USA Olympics, FIFA and Umbro, as well as licenses with over 200 NCAA colleges and universities, and sells to team shops, specialty sports chain stores, mass merchants and apparel retailers. The company is majority owned by company management, including founder and CEO, Sol Werdiger. The principal methodology used in these ratings was Retail and Apparel published in November 2023. OUTKAST ELECTRICAL: Gets OK to Use Cash Collateral Until Jan. 10 ---------------------------------------------------------------- David Madoff, the Subchapter V trustee for Outkast Electrical Contractors, Inc., received interim court approval to use any funds received from Dimeo Construction Company that may constitute cash collateral. The interim order penned by Judge Janet Bostwick of the U.S. Bankruptcy Court for the District of Massachusetts authorized the trustee to use funds advanced under an operational funding arrangement with Dimeo until Jan. 10, next year in accordance with a court-approved budget. The trustee can use any additional funds that qualify as cash collateral to reimburse Dimeo in the amount of $24,105 and make "adequate protection" payment in the amount of $10,000 to BDC Community Capital Corp., a secured creditor. BDC, Mill Cities Community Investments and the U.S. Small Business Administration will be granted replacement liens on post-petition assets. These liens will have the same priority as their pre-bankruptcy liens. The next hearing is scheduled for Jan. 8, 2025. About Outkast Electrical Contractors Outkast Electrical Contractors, Inc. provides full-service commercial electrical construction and renovation services throughout the greater Boston area. The company is based in Dorchester Center, Mass. Outkast filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 24-10272) on February 13, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. David Madoff, Esq., a partner at Madoff & Khoury, LLP, serves as Subchapter V trustee. Judge Janet E. Bostwick oversees the case. John Sommerstein, Esq., at John F. Sommerstein represents the Debtor as legal counsel. PLANET FINANCIAL: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a final Long-Term Issuer Default Rating (IDR) of 'B+' to Planet Financial Group, LLC (PFG). The Rating Outlook is Stable. Fitch has also assigned a final long-term rating of 'B', Recovery Rating of 'RR5' and Recovery Estimate of 21% to PFG's issuance of $475 million, 10.5% senior unsecured notes due Dec. 15, 2029. The assignment of the final ratings follows the receipt of documentation conforming to the information already received and the completion of the debt issuance, the proceeds of which were used to repay senior secured debt outstanding. The final ratings are the same as the expected ratings assigned on Dec. 3, 2024. Key Rating Drivers Growing Franchise: PFG's ratings reflect its modest but growing franchise as a correspondent and retail lender in the U.S. non-bank residential mortgage space. The ratings also reflect its established role as an agency and government mortgage servicer/sub-servicer, experienced management team, effective servicing systems and technology, appropriate underwriting standards and risk controls, and sufficient coverage of interest expense. MSR Valuation Impact on Leverage: The ratings are constrained by the highly cyclical nature of the mortgage industry, PFG's more limited scale relative to larger peers, elevated leverage compared to peers and the potential impact on leverage from valuation marks on mortgage servicing rights (MSR). Additional constraints include reliance on secured, short-term wholesale funding, potential servicing advance needs and regulatory scrutiny arising from its exposure to Ginnie Mae (GNMA) loans. Vertically Integrated Lender/Servicer: Formed in 2007, PFG is a vertically integrated national mortgage lender and servicer. As of Sept. 30, 2024, it was the seventh-largest correspondent lender in the U.S. and the 22nd non-bank retail lender, according to Refinitiv. While PFG is well-positioned for growth, Fitch believes competition within the correspondent channel and its smaller scale compared to peers is a rating constraint. PFG is an established GNMA servicer with $96.1 billion in owned and $13.5 billion in third-party servicing. Its MSR exposure has recently grown significantly due to retention from production and bulk portfolio purchases. At 3Q24, MSRs were 247% of equity, compared to the peer average of 172% at YE23. Despite risks from declining mortgage rates, Fitch considers MSR valuation risks manageable due to PFG's conservative hedging strategy and low average coupon, which reduces refinancing risk. Limited Asset Quality Risk: Asset quality risk for PFG is limited as nearly all loans are sold to investors shortly after origination. Delinquencies over 60 days were 3.7% of the portfolio at 3Q24, up slightly from 3.1% at YE23. In general, mortgages have outperformed other consumer assets over the past year due to strong home equity levels. However, low unemployment and potential macroeconomic stress could increase delinquencies in the medium term. Fitch notes PFG faces potential losses from repurchase or indemnification claims under certain warranty provisions, though recent claims have been manageable. Enhanced Operating Leverage: PFG's pre-tax return on average assets, adjusted for imputed interest and debt cost amortization from variable interest entities (VIEs) and GNMA loans eligible for repurchase, was 1% annualized in 9M24, down from the 2.2% average from 2020-2023. Fitch expects profitability to normalize to the 2%-3% range as the company benefits from enhanced operating leverage and stable cash flow from its growing servicing portfolio, which serves as a natural hedge to the origination business. Higher Leverage: Debt to tangible equity, adjusted for VIEs with noncontrolling interests, was 5.8x at 3Q24, down from 6.1x at YE23. Fitch expects leverage to rise modestly in the near term as origination activity increases with interest rate cuts. Corporate leverage, excluding funding facility balances, was 3.3x at 3Q24, well above the average of 1.5x for rated peers. Given the size of MSRs on the balance sheet, PFG's equity levels are sensitive to the firm's MSR hedging strategy. If the strategy is ineffective, it could significantly impact leverage due to MSR valuation changes. Secured Funding Profile: Consistent with other mortgage companies, PFG's funding profile is predominantly secured, comprising warehouse facilities, an MSR line, and debt secured by property and equipment. Fitch views the issuance of $475 million of senior unsecured debt positively as it would increase unsecured debt to 24.5% of total debt, pro forma, at 3Q24. The issuance would reduce asset encumbrance and enhance PFG's financial flexibility in times of stress. PFG's warehouse facilities typically mature within one year, resulting in increased liquidity and refinancing risk. Although warehouse utilization is currently limited due to lower origination volume, constrained access to bank financing could limit PFG's growth when originations accelerate. Fitch believes extending the funding duration would benefit PFG's funding profile. At 3Q24, committed lines were 51% of total capacity, which compares favorably to Fitch-rated peers. Adequate Liquidity: Fitch views PFG's current liquidity profile as adequate to meet operating needs, potential margin calls and advancing requirements. At 3Q24, liquidity included $70 million in cash and $301 million of borrowing capacity on its MSR line. This availability represented 14.2% of total debt, which is consistent relative to peers. PFG's coverage metrics have been sufficient, with EBITDA to interest coverage averaging 5.2x from 2020-2023, consistent with the peer average. Fitch expects interest coverage to decline moderately in the near term due to the senior unsecured debt issuance, which will incrementally increase corporate interest expenses. Stable Outlook: The Stable Outlook reflects Fitch's expectation that PFG will continue to generate consistent operating cash flows, maintain leverage around 5x, ensure adequate liquidity and reserves to cover advances and margin calls, and sustain adequate coverage of interest expense. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained gross leverage above 6.5x, or corporate debt to tangible equity sustained above 4x; - An inability to maintain consistent and stable earnings due to the lack of originations and/or negative marks on the MSR portfolio; - Failure to maintain sufficient liquidity to manage servicer advances, meet margin call requirements, service debt, or fund originations; - Inability to refinance secured corporate debt or funding facilities; - Lack of appropriate staffing and resource levels relative to planned growth; - Increased regulatory scrutiny of the company or industry, or if PFG incurred substantial fines that negatively impact its franchise or operating performance. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued growth of the business that enhances PFG's franchise and scale; - A sustained reduction in gross debt-to-tangible equity below 5x, and corporate leverage below 2x; - Enhanced earnings consistency, with pre-tax ROAA sustained above 3%; - Improvement in funding flexibility, evidenced by additional unsecured debt issuance above 25%; - An extension in the duration of the funding profile. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The unsecured debt rating is one notch below PFG's Long-Term IDR, given the funding mix and subordination to the secured debt in the capital structure, reflecting weaker recovery prospects in a stress scenario. The unsecured debt rating is primarily sensitive to changes in PFG's Long-Term IDR and would be expected to move in tandem. However, a material increase in the proportion of unsecured funding and the size of the unencumbered asset pool could result in a narrowing of the notching between the unsecured debt and the Long-Term IDR. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is primarily sensitive to PFG's Long-Term IDR and would be expected to move in tandem. However, a material increase in the proportion of unsecured funding and the size of the unencumbered asset pool could result in a narrowing of the notching between the unsecured debt and the Long-Term IDR. ADJUSTMENTS - The Standalone Credit Profile (SCP) has been assigned in line with the implied SCP. - The Business Profile score has been assigned below the implied score due to the following adjustment reason(s): Market position (negative). - The Asset Quality score has been assigned below the implied score due to the following adjustment reason(s): Risk profile and business model (negative). - The Earnings & Profitability score has been assigned below the implied score due to the following adjustment reason(s): Historical and future metrics (negative). - The Capitalization & Leverage score has been assigned below the implied score due to the following adjustment reason(s): Profitability, payouts and growth (negative). - The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following adjustment reason(s): Funding flexibility (negative). Date of Relevant Committee 21 November 2024 ESG Considerations PFG has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy, and Data Security due to its exposure to compliance risks including fair lending practices, debt collection practices, and consumer data protection, which has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. 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 ----------- ------ -------- ----- Planet Financial Group, LLC LT IDR B+ New Rating B+(EXP) senior unsecured LT B New Rating RR5 B(EXP) POWER BLOCK: Seeks to Extend Plan Exclusivity to Jan. 16, 2025 -------------------------------------------------------------- Power Block Coin, L.L.C. d/b/a SmartFi asked the U.S. Bankruptcy Court for the District of Utah to extend its exclusivity periods to file a plan of reorganization or liquidation and obtain acceptance thereof to January 16, 2025 and March 17, 2025, respectively. The Debtor explains that the requested extension of the Exclusive Periods will not prejudice the legitimate interests of any creditor and will provide the Debtor the opportunity to formulate, negotiate, and draft a viable plan that has the support of its major creditors. Conversely, forcing the Debtor to file a plan at this without the support of its creditors will likely lead to disputes between the parties regarding confirmation, all of which will result in unnecessary costs, delay, and ultimately do little more than decrease the ultimate recovery for all creditors. The Debtor claims that it has made good faith progress in this case, despite being forced dedicate a significant portion of time to fairly constant opposition to every aspect of its operations in chapter 11. All of these efforts have been aimed towards finding a path forward that maximizes value for the estate. However, such a path has not yet been identified. Extending the Exclusivity Periods will allow these good-faith discussions to continue and prevent creditors from using the threat of a competing plan to gain an advantage over the Debtor in their ongoing negotiations. The Debtor asserts that the requested relief would enable the Committee and the Opposing Creditors time to respond to the Debtor's request for input and, if necessary, to seek any other information they require to determine whether to support the Plan. Because the Debtor has no desire to shut out any creditors or parties in interest, the Debtor is using its exclusivity periods for a proper purpose and this factor supports granting the requested relief. The Debtor further asserts that it is paying its bills as they come due and has sufficient liquidity to continue paying those bills. As a result, this factor weighs in favor of the requested relief. Counsel to the Debtor: Brian M. Rothschild, Esq. Darren Neilson, Esq. Simeon J. Brown, Esq. Alexander S. Chang, Esq. Parsons Behle & Latimer 201 South Main Street, Suite 1800 Salt Lake City, UT 84111 Tel: (801) 532-1234 Fax: (801) 536-6111 Email: BRothschild@parsonsbehle.com DNeilson@parsonsbehle.com SBrown@parsonsbehle.com AChang@parsonsbehle.com ecf@parsonsbehle.com About Power Block Coin Power Block Coin, LLC, a company in Orem, Utah, conducts business as SmartFi. SmartFi is a unique monetary system, which combines monetary policy with the freedoms of cryptocurrency to create a self-sustaining open-lending platform, providing the holders of SmartFi Token the opportunity to manage the system and become the beneficiaries of the wealth creation that would otherwise accrue to traditional banks. Power Block Coin filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 24-23041) on June 20, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Aaron Tilton, officer, signed the petition. Judge Joel T Marker oversees the case. The Debtor tapped Parsons Behle & Latimer as legal counsel and CFO Solutions L.L.C., a Utah limited liability company, as accountant and financial advisor. PROFESSIONAL DIVERSITY: Net Loss Narrows to $405,045 in Fiscal Q3 ----------------------------------------------------------------- Professional Diversity Network, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $405,045 on $1,694,095 of total revenue for the three months ended September 30, 2024, compared to a net loss of $1,316,131 on $2,008,368 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 $1,750,024 on $5,111,397 of total revenue, compared to a net loss of $3,797,638 on $5,804,802 of total revenue for the same period in 2023. As of September 30, 2024, the Company had $5,302,121 in total assets, $3,659,961 in total liabilities, and $1,642,160 in total stockholders' equity. While the recruiting market remains challenging, Professional Diversity's recruitment services revenue has demonstrated stability, with only a 0.8% decline for the nine months ended September 30, 2024, compared to the prior year. During this period, the Company successfully reduced expenses by 24%, reflecting the positive impact of its operational restructuring efforts. The Company said, "We continue to focus on strategically targeting key industries to strengthen our position as a leader in diversity recruitment. "In the IT outsourcing segment, RemoteMore has experienced a decline in demand, resulting in a 31.6% decrease in revenue over same period in the prior year. We limited the net loss from continuing operations through effective cost management to a modest 5.1% increase compared to the same period of the prior year. We are in active discussions with several potential clients and remain cautiously optimistic about converting these opportunities into measurable outcomes." "The NAPW Network reported a 15.7% decrease in revenue for the nine months ended September 30, 2024, compared to the prior year. In response, we are exploring alternative revenue streams to ensure the ongoing sustainability of the network." "Despite experiencing revenue declines, our overall financial performance has significantly improved. For the three months ended September 30, 2024, we reduced our consolidated net loss by approximately 68% or $898,000 compared to Q3 2023. And for the nine months ended September 30, 2024, we reduced our net loss by 53%, or $2 million, compared to the prior year." "These results reflect the effectiveness of our cost-control measures and operational efficiencies." stated Adam He, CEO of Professional Diversity Network, Inc., "Despite ongoing challenges, our strategic initiatives are yielding positive results. Improved operational efficiency and stronger cost control measures have attracted increased investor interest. We remain focused on further optimizing our operations and exploring new revenue opportunities to drive sustainable growth." A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/3jbe2nbu About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com/ -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational, and employment opportunities for diverse professionals. The Company operates subsidiaries in the United States, including National Association of Professional Women (NAPW) and its brand, International Association of Women (IAW), which is one of the largest, most recognized networking organizations of professional women in the country, spanning more than 200 industries and professions. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to comply with the Equal Employment Opportunity Office of Federal Contract Compliance Program. The Company's mission is to utilize the collective strength of its affiliate companies, members, partners, and unique proprietary platform to be the standard in business diversity recruiting, networking, and professional development for women, minorities, veterans, LGBTQ+, and disabled persons globally. Oak Brook, Illinois-based Sassetti LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Professional Diversity Network reported a net loss attributable to the company of $4.31 million for the year ended Dec. 31, 2023, compared to a net loss attributable to the company for the year ended Dec. 31, 2022. PUERTO RICO: Judge Urges Swift Resolution of PREPA Debt Deal ------------------------------------------------------------ Bloomberg News reports that the judge handling Puerto Rico Electric Power Authority bankruptcy has urged the parties to work toward an agreement to address nearly $9 billion in debt. During a hearing on December 11, 2024, U.S. District Court Judge Laura Taylor Swain responded to a mediation team report, which cautioned that resolving the bankruptcy could take years due to major disagreements among the stakeholders. Judge Swain directed the parties to continue negotiations, according to report. The utility is focused on minimizing its debt, while investors are pushing for the highest possible recovery, Bloomberg Law reports. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains the case Website https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. QUICKWAY ESTATES: Claims to be Paid From Rental Income ------------------------------------------------------ Quickway Estates, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement describing Plan of Reorganization dated November 11, 2024. The Debtor was formed as a limited liability company on August 27, 2019, for the purpose of acquiring and leasing the multifamily property located at 5 Quickway Road, Monroe, New York (Section 304, Block 5, Lot 9) (the "Property"). The Property consists of multiple family dwelling apartment units and has been recently appraised at $2,300,000. The Debtor acquired the Property pursuant to an Amended and Restated Multifamily Note (the "Amended Note") payable to Greystone Servicing Company LLC and dated December 9, 2019, in the principal amount of $1,800,000.00 (the "Loan"). Simultaneous with the execution of the Amended Note, the Debtor executed and delivered to Greystone a Gap Multifamily Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Gap Mortgage"), which provided security for the payment of money owed to Greystone under the Amended Note and encumbers the Property. Due to the Covid-19 Pandemic, the Debtor defaulted under the loan documents on or around August 2020. On April 13, 2022, Fannie Mae initiated a foreclosure action in the Southern District of New York, against several parties including the Debtor (the "Foreclosure Action"), styled as Fannie Mae v. Quickway Estates LLC et al (Case No. 22-cv-03048). On January 12, 2024, Fannie Mae was awarded a judgment of foreclosure and sale by the District Court in the Foreclosure Action, with Bruce M. Levine, Esq., appointed as referee. A Motion to sell the Property to one of the tenants for $2,400,000, free and clear of all liens, claims and encumbrances was filed on October 2, 2024, which is pending a hearing. Fannie Mae exercised its right to credit bid and bid $2,796,813.21 (less the amount of cash held by the Receiver). The Debtor expects to withdraw the sale motion prior to it being heard and proceed with the cure of the Fannie Mae Loan pursuant to the Plan of Reorganization. The Class 3 Unsecured Claims consist of all unsecured creditors of which the Debtor believes there are none. The Allowed Class 3 Claims (if any) will be paid in full on the Effective Date. The Unsecured Claims are not Impaired and thus not entitled to vote. Class 4 consists of the Equity Interest of the limited liability owners of Debtor, as set forth in the Petition. The Equity Interest will retain her interest since all Claims are being paid in full and the absolute priority rule is therefore met. The holders of the Class 4 Interests under this Plan are not Impaired and therefore are not entitled to vote to accept or reject the Plan. On the Effective Date the Debtor will begin making payments to the Allowed Claims. The multiple leases that are held by Mr. Samuel Kaufman and his family members will be rejected or cancelled on the Effective Date. As a condition of Confirmation, Mr. Kaufman and the Debtor will enter into a new master net lease with normal commercial terms as to insurance, and other costs. The new monthly lease payment will begin on the Effective Date and will be in an amount of $18,000 per month. Additionally, Mr. Kaufman will withdraw his proof of claim (Claim No. 1) and on the Effective date pay to the Debtor $500,000 in full settlement of all past due rent and other consideration. On the Effective Date, Mr. Kaufman and Debtor will execute mutual releases. The Debtor is expected to have a reserve of funds on the Effective Date and the rental amount is estimated to be sufficient to pay Fannie Mae and the County of Orange. Debtor also believes that it will be able to refinance the entire Mortgage within several years of Confirmation. A full-text copy of the Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=CnHBAa from PacerMonitor.com at no charge. Counsel to the Debtor: H. Bruce Bronson, Esq. Bronson Law Offices P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 About Quickway Estates Quickway Estates LLC is engaged in activities related to real estate. The Debtor owns land and building located at 5 Quickway Road, Monroe, NY 10950 valued at $3 million. Quickway Estates LLC in Monsey, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-22114) on February 13, 2024, listing $3,000,000 in assets and $2,575,965 in liabilities. Mitchell Steiman as chief restructuring officer, signed the petition. Judge Sean H. Lane oversees the case. Davidoff Hutcher & Citron LLP serve as the Debtor's legal counsel. RE WEALTH ADVISORS: Case Summary & 13 Unsecured Creditors --------------------------------------------------------- Debtor: RE Wealth Advisors, LLC 401 E. Las Olas Blvd, Suite 1400 Fort Lauderdale, FL 33301 Business Description: RE Wealth Advisors is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-22910 Judge: Hon. Scott M Grossman Debtor's Counsel: Bradley S. Shraiberg, Esq. SHAIBGERG PAGE PA 2385 NW Executive Center Dr Suite 300 Boca Raton, FL 33431 Tel: 561-443-0800 Email: bss@slp.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patrick Dean as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YO32IXI/RE_Wealth_Advisors_LLC__flsbke-24-22910__0001.0.pdf?mcid=tGE4TAMA RED RIVER TALC: Court Orders Beasley Allen to Provide J&J Discovery ------------------------------------------------------------------- Ben Zigterman of Law360 reports that a Texas bankruptcy judge has ordered Beasley Allen to deliver a detailed report outlining the documents shared with Johnson & Johnson's liability spinoff, Red River Talc. The directive seeks to accelerate discovery in a dispute regarding the voting process for the debtor's prepackaged Chapter 11 plan. About J&J Talc Units LLT Management, LLC (formerly known as LTL Management LLC) was a subsidiary of Johnson & Johnson that was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management first filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. In the 2021 case, LTL Management tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, served as the claims agent. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton, New Jersey, ruled that the second bankruptcy case should be dismissed. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. Claimants must cast their vote to accept or reject the Plan by 4:00 p.m. (Central Time) on July 26, 2024. A solicitation package may be requested at www.OfficialTalcClaims.com or by calling 1-888-431-4056. If the Plan is accepted by at least 75% of voters, a bankruptcy may be filed under the case name In re: Red River Talc LLC in a bankruptcy court in Texas or in the bankruptcy court of another jurisdiction. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT. On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 24-90505). Porter Hedges LLP and Jones Day serve as counsel in the new Chapter 11 case. Epiq is the claims agent. Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting Counsel. Randi S. Ellis is the proposed prepetition legal representative of future claimants. REMSLEEP HOLDINGS: Reports $277,909 Net Loss in Fiscal Q3 --------------------------------------------------------- RemSleep Holdings, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $277,909 on $37,260 of total revenue for the three months ended September 30, 2024, compared to a net loss of $270,433 on $51,947 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 $756,088 on $122,735 of total revenue, compared to a net loss of $719,890 on $196,262 of total revenue for the same period in 2023. As of September 30, 2024, the Company had $810,105 in total assets, $176,493 in total liabilities, and $633,612 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/5ym6hwju About RemSleep Holdings RemSleep Holdings, Inc. -- https://remsleep.com -- is a medical device manufacturer dedicated to forever changing the level of treatment provided to obstructive sleep apnea patients. The Company's focus is primarily on designing and manufacturing devices and products for the treatment of sleep apnea and other respiratory conditions. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. RESHAPE LIFESCIENCES: Posts $1.6 Million Net Loss in Fiscal Q3 -------------------------------------------------------------- ReShape Lifesciences Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.6 million on $2.3 million of revenues for the three months ended September 30, 2024, compared to a net loss of $3.5 million on $2.2 million of revenues for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $5.4 million on $6.2 million of revenues, compared to a net loss of $9.7 million on $6.7 million of revenues for the same period in 2023. As of September 30, 2024, the Company had net working capital of approximately $1.3 million, primarily due to cash and cash equivalents and restricted cash of $0.8 million, and $1.3 million of net accounts receivable. The Company has raised gross proceeds of $0.7 million from the issuance of a senior secured convertible note on October 16, 2024. Based on its available cash resources, the Company will not have sufficient cash on hand to fund its current operations for more than 12 months from the date of filing this Quarterly Report on Form 10-Q. This condition raises substantial doubt about the Company's ability to continue as a going concern. "During the third quarter, our revenues continued to rebound, increasing 16.6% over the second quarter, representing the third sequential quarter of growth, and we continued to execute on our 2024 cost reduction plan, leading to approximately 41% lower operating expenses for the first nine months of the year, compared to last year. This, in turn, has increased our gross profit margin to over 60%," stated Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences®. "Notably, just this week, we received Health Canada approval for the next generation Lap-Band® 2.0 FLEX, as well as a $241,000 supplementary grant from the NIH for our DBSN™ device, representing two important milestones for our weight loss and metabolic health products. "As previously reported, in July, we coordinated a merger agreement with Vyome Therapeutics and a concurrent asset purchase agreement with Biorad, successfully maximizing value for our stockholders. This resulted from the exclusive engagement of Maxim Group LLC last December to initiate a high-priority search for synergistic merger and acquisition opportunities. After thoroughly evaluating various strategic options and discussing a variety of potential mergers and acquisitions, our board unanimously recommended merging with Vyome and concurrently selling assets to Biorad. We believe this merger will unlock significant value for our shareholders in the newly combined entity. Furthermore, we are grateful to our Series C preferred stockholders for lowering their liquidation preference, allowing our common stockholders to benefit from the merger's potential. It is worth noting that, in October, we regained compliance with Nasdaq after effecting a 1-for-58 reverse stock split in September, which was a critical component for the merger with Vyome. I remain very excited about the shareholder value and growth potential resulting from these transactions." As of September 30, 2024, the Company had $5.6 million in total assets, $4.1 million in total liabilities, and $1.5 million in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2s4mb7v7 About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeutics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. ReShape Lifesciences reported a net loss of $11.38 million for the year ended Dec. 31, 2023, compared to a net loss of $46.21 million for the year ended Dec. 31, 2022. Irvine, California-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. This raises substantial doubt about the Company's ability to continue as a going concern. RHP HOTEL: Moody's Rates New Repriced Sr. Secured Term Loan 'Ba3' ----------------------------------------------------------------- Moody's Ratings assigned a Ba3 rating to RHP Hotel Properties, LP proposed repriced backed senior secured term loan B. Ryman Hospitality Properties, Inc,'s (collectively "Ryman") Ba3 Corporate Family Rating, RHP Hotel Properties, LP's Ba3 backed senior unsecured rating, and Ba3 backed senior secured rating remain unchanged. The outlook remains stable. RATINGS RATIONALE Ryman's Ba3 CFR reflects its high-quality portfolio comprised primarily of six large convention center hotels with resort-style amenities and focused primarily on group-oriented business (reservations of large blocks of rooms). The ratings also reflect its plans to grow primarily through redevelopment, joint ventures and acquisitions rather than ground-up development and its historically sound credit profile and solid leverage metrics. Ryman's key credit challenges continue to be its material asset and manager concentration with all of Ryman's primary assets managed by one hotel operator, Marriott International, Inc. The ratings also reflect the inherent cyclicality and volatility of the lodging sector, driven by its sensitivity to consumer demand and sentiment, which could weigh on the future performance of Ryman and the lodging sector in a potential economic downturn. Ryman's SGL-2 speculative grade liquidity rating reflects Moody's view over the next twelve months that the REIT will maintain a solid liquidity profile considering near-term funding needs. As of September 30, 2024, liquidity is supported by approximately $535 million of unrestricted cash, almost full revolver availability of approximately $695.7 million ($4.3 million outstanding letters of credit) which expires in May 2027 (not including options to extend up to another year), and modest growth related capital projects or projected commitments of $400-$450 million for 2024, of which approximately $317 million has already been funded. The REIT does not have any debt maturities until January 2026 when a $130 million CMBS loan for Block 21 matures. The stable rating outlook reflects Moody's expectation that Ryman will continue to improve operating and cash flow performance, such that leverage normalizes at or below its pre-pandemic target range over the near-term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Upward rating movement would be predicated on improving performance over several quarters, significant asset diversification, and improving fixed charge coverage from current levels. Downward rating pressure would result from the following on a consistent basis: occupancy, RevPAR and earnings deteriorate from current levels, and/or Net Debt/EBITDA remain above 5.0x. Significant operating challenges or failure to maintain adequate liquidity could also lead to downward ratings pressure. Ryman Hospitality Properties, Inc is a REIT specializing in group-oriented, destination hotel assets in urban and resort markets. The REIT's owned assets primarily include a network of six upscale, meetings-focused resorts and suites that are managed by lodging operator Marriot International, Inc. under the Gaylord Hotels and JW Marriott brands. The principal methodology used in this rating was REITs and Other Commercial Real Estate Firms published in February 2024. RICEBRAN TECHNOLOGIES: Names Keneally as Director as Ch.11 Looms ---------------------------------------------------------------- Ricebran Technologies disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that on December 5, 2024, to be effective immediately, the Board of Directors of the Company appointed William J. Keneally to serve as a director of the Company. All directors of the Company will serve as non-executives of the Company and from November 15, 2024, receive $6,000 of quarterly compensation paid in arrears. From December 5, 2024, all directors will serve on each of the Committees of the Board with Mr. Keneally as Chair of the Audit Committee, Mr. James P. Flynn as Chair of the Compensation Committee and Mr. Eric Tompkins Chair of the Nominating and Governance Committee. Among the ongoing operations of the Company to be overseen by the Board are (1) providing transitional services to its former subsidiary MGI Grain, Incorporated, which on November 1, 2024, was acquired through a public foreclosure auction by the Company's secured lender and largest shareholder Funicular Funds, L.P. and (2) continuing to evaluate potential strategic transactions, which may include reorganizing under Chapter 11 of the Bankruptcy Code. About RiceBran RiceBran Technologies is a specialty ingredient company focused on the development, production, and marketing of products derived from traditional and ancient small grains. The Company creates and produces products utilizing proprietary processes to deliver improved nutrition, ease of use, and extended shelf-life, while addressing consumer demand for all natural, non-GMO and organic products. Whippany, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has an accumulated deficit at Dec. 31, 2023 and, since inception, has suffered significant operating losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. As of March 31, 2024, RiceBran had $5.05 million in total assets, $9.74 million in total liabilities, and a total stockholders' deficit of $4.73 million. RKSR INVESTMENTS: Sec. 341(a) Meeting of Creditors on Jan. 6 ------------------------------------------------------------ On December 2, 2024, RKSR Investments LLC filed Chapter 11 protection in the Western District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on January 6, 2025 at 9:00 AM, TELEPHONIC MEETING. CONFERENCE LINE:(866)711-2282, PARTICIPANT CODE:3544189#. About RKSR Investments LLC RKSR Investments LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). RKSR Investments LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-11528) on December 2, 2024. In the petition filed by Dr. Narendra Punjabi, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Shad Robinson oversees the case. The Debtor is represented by: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N. MoPac Expressway 400 Austin TX 78731 Tel: (512) 653-1009 E-mail: ssather@bn-lawyers.com S2P ACQUISITION: S&P Withdraws 'B-' ICR Following LBO by Vista -------------------------------------------------------------- S&P Global Ratings withdrew its 'B-' issuer credit rating on S2P Acquisition Borrower Inc. (dba Jaggaer) following its sale to Vista Equity Partners via a sponsor-to-sponsor leveraged buyout (LBO). This transaction resulted in the repayment of all S2P's outstanding debt facilities. At the time of the withdrawal, the rating outlook was stable. At the same time, S&P discontinued its 'B-' issue-level ratings on S2P Acquisition Borrower's first-lien revolving credit facility and first-lien term loan because all the company's rated debt facilities have been fully repaid. Since the sale, S&P continues to rate Jaggaer under the name Javelin Buyer Inc. (B-/Stable/--). SABER AUTOMOTIVE: Seeks Chapter 11 Bankruptcy in California ----------------------------------------------------------- On December 2, 2024, Saber Automotive LLC filed Chapter 11 protection in the Central District of California. According to court filing, the Debtor reports $1,347,548 in debt owed to 1 and 49 creditors. The petition states that funds will not be available to unsecured creditors. A meeting of creditors under Sec. 341(a) to be held on December 23, 2024 at 9:00 AM at UST-SA2, TELEPHONIC MEETING. CONFERENCE LINE:1-866-919-3126, PARTICIPANT CODE:3803126. About Saber Automotive LLC Saber Automotive LLC is a limited liability company. Saber Automotive LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-13090) on December 2, 2024. In the petition filed by Fardis Rezvani, as managing member, the Debtor reports total assets of $32,500 and total liabilities of $1,347,548. The Debtor is represented by: Michael R. Totaro, Esq. TOTARO & SHANAHAN, LLP PO Box 789 Pacific Palisades CA 90272 Tel: (310) 804-2157 E-mail: Ocbkatty@aol.com SC HEALTHCARE: Plan Exclusivity Period Extended to March 17, 2025 ----------------------------------------------------------------- Judge Thomas M. Horan of the U.S. Bankruptcy Court for the District of Delaware extended SC Healthcare Holding, LLC, and affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to March 17, 2025 and May 14, 2025, respectively. As shared by Troubled Company Reporter, the Petition Date and during the First Extension Period, the Debtors have worked diligently to ensure a smooth transition into chapter 11 while preserving and maximizing the value of the Debtors' estates for the benefit of all stakeholders. The Debtors explain that since commencing these Chapter 11 Cases, the sale processes required significant effort from the Debtors and their advisors. Those efforts required multi-party negations with the Debtors' lenders (including prepetition lenders and the debtor-in-possession lender (the "DIP Lender")), the Committee, U.S. Trustee, and other interested parties. Obtaining approval of the Sales and completing the other tasks attendant to operating during chapter 11 required the full attention of the Debtors, their employees, and their professional advisors. Moreover, the Debtors intend to seek Court approval in the near term with respect to a purchase price allocation among all secured lenders, which has and will continue to require significant efforts from Debtors and other interested parties. Counsel for the Debtors: Andrew L. Magaziner, Esq. Shella Borovinskaya, Esq. Carol E. Cox, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: amagaziner@ycst.com sborovinskaya@ycst.com ccox@ycst.com - and - Daniel J. McGuire, Esq. Gregory M. Gartland, Esq. WINSTON & STRAWN LLP 35 W. Wacker Drive Chicago, IL 60601 Tel: (713) 651-2600 Fax: (312) 558-5700 Tel: (312) 558-5600 E-mail: dmcguire@winston.com E-mail: ggartland@winston.com - and - Carrie V. Hardman, Esq. 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700 Fax: (212) 294-4700 E-mail: chardman@winston.com About Petersen Health Care SC Healthcare Holding, LLC, et al., comprise one of the largest nursing home operators in the United States and work in partnership with physicians, skilled nurses, and other health care providers in order to provide various healthcare and rehabilitation services for elderly citizens in Illinois, Missouri, and Iowa. SC Healthcare Holding, LLC, and its affiliates, including Petersen Health Care, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10443) on March 20, 2024. In the petition signed by David R. Campbell as authorized signatory, SC Healthcare disclosed up to $100 million to $500 million in assets and $100 million to $500 million in liabilities. Judge Hon. Thomas M. Horan oversees the case. Young Conaway Stargatt & Taylor, LLP, and Winston & Strawn LLP, serve as the Debtors' legal counsel. SELECTIS HEALTH: Board Approves WithumSmith+Brown as New Auditor ---------------------------------------------------------------- Selectis Health, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that effective Dec. 4, 2024, the Company's Board of Directors, at the recommendation of the Audit Committee that has been separately appointed, approved the appointment of WithumSmith+Brown, PC to serve as the Company's independent registered public accounting firm. Prior to its engagement as the Company's independent registered public accounting firm, the Company had not consulted Withum with respect to the application of accounting principles to specific transactions or the type of audit opinion that might be rendered on the Company's financial statements. Effective Nov. 20, 2024 the Company's independent registered public accountants Marcum LLP, terminated their relationship with the company as its independent auditors. The Company said that in the period from Marcum LLP's appointment in 2022 until Nov. 22, 2024, there were no disagreements with Marcum LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Marcum LLP, would have caused Marcum LLP to make reference to the matter in its report on the Company's financial statements; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. Marcum LLP issued audit reports on the Company's financial statements as of and for the years ended Dec. 31, 2023 and 2022, which reports each included an explanatory paragraph concerning the Company's ability to continue as a going concern. About Selectis Health Headquartered in Greenwood Village, Colo., Selectis Health, Inc. owns and operates, through wholly-owned subsidiaries, Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019, the Company shifted from leasing long-term care facilities to third-party, independent operators towards an owner operator model. Costa Mesa, Calif.-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SELECTIS HEALTH: Directors OK Withum as Independent Accountant -------------------------------------------------------------- Selectis Health, Inc., disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that effective December 4, 2024, the Company's Board of Directors, at the recommendation of the Audit Committee that has been separately appointed, approved the appointment of WithumSmith+Brown, PC, to serve as the Company's independent registered public accounting firm. Prior to its engagement as the Company's independent registered public accounting firm the Company had not consulted Withum with respect to the application of accounting principles to specific transactions or the type of audit opinion that might be rendered on the Company's financial statements. About Selectis Health Headquartered in Greenwood Village, Colo., Selectis Health, Inc. owns and operates, through wholly-owned subsidiaries, Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019, the Company shifted from leasing long-term care facilities to third-party, independent operators towards a model where a wholly owned subsidiary would operate but is owned by another wholly owned subsidiary. Costa Mesa, Calif.-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Selectis Health reported a net loss of $3.97 million for the year ended Dec. 31, 2023, compared to net loss of $2.39 million for the year ended Dec. 31, 2022. As of June 30, 2024, Selectis Health had $36.73 million in total assets, $39.95 million in total liabilities, and a total stockholders' deficit of $3.22 million. SELECTIS HEALTH: Incurs $1.61 Million Net Loss in Third Quarter --------------------------------------------------------------- Selectis Health, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.61 million on $10.02 million of total revenue for the three months ended Sept. 30, 2024, compared to a net loss of $2.26 million on $9.05 million of total revenue for the three months ended Sept. 30, 2023. For the nine months ended Sept. 30, 2024, the Company reported a net loss of $1.85 million on $29.09 million of total revenue compared to a net loss of $337,924 on $27.58 million of total revenue for the nine months ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $33.93 million in total assets, $38.76 million in total liabilities, and a total stockholders' deficit of $4.83 million. Selectis stated, "For the nine months ended September 30, 2024, the Company had negative operating cash flows of $1,401,076 and negative net working capital of $16.7 million. As a result of our losses and our projected cash needs, substantial doubt exists about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is contingent upon successful execution of management's plan over the next twelve months to improve the Company's liquidity and profitability, which includes, without limitation: * Increasing revenue by increasing occupancy in the facilities and increasing Medicaid reimbursement rates; * Controlling operating expenses; and * Seeking additional capital through the issuance of debt or equity securities, or the sale of assets. "The focus on opportunities within our current portfolio and future properties to acquire and operate, the settlement, refinance, and continued service of debt obligations, the potential funds generated from stock sales and other initiatives contributing to additional working capital should alleviate any substantial doubt about the Company's ability to continue as a going concern as defined by ASU 2014-05. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively impact our future operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/727346/000149315224046045/form10-q.htm About Selectis Health Headquartered in Greenwood Village, Colo., Selectis Health, Inc. owns and operates, through wholly-owned subsidiaries, Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions of the US. In 2019, the Company shifted from leasing long-term care facilities to third-party, independent operators towards an owner operator model. Costa Mesa, Calif.-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SENA & SENA: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Sena & Sena, LLC. About Sena & Sena Sena & Sena, L.L.C sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-30936) on Nov. 6, 2024, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Karen K Specie presides over the case. Robert C. Bruner, Esq. at Bruner Wright, P.A. represents the Debtor as counsel. SOLUNA HOLDINGS: Releases Business Update for November ------------------------------------------------------ Soluna Holdings, Inc. (NASDAQ: SLNH), a developer of green data centers for intensive computing applications including Bitcoin mining and AI, announced its November project site-level operations, developments, and updates. The Company has provided the following Corporate and Site Updates. Corporate Highlights: * Q3-2024 Results: $18.8 Million Increase in Year-to-Date Revenue Year-Over-Year and Record Revenue Year-to-Date of $29.7 Million. * CEO John Belizaire on the Humans in AI Podcast to discuss how Soluna is solving the wasted energy issue by co-locating data centers with renewable energy plants. * CFO John Tunison's Fireside Chat with Water Tower Research is available to watch now. * New Blog: We're exploring renewable-powered AI and what it might take to build an integrated energy ecosystem. Key Project Updates: Project Dorothy 1A (25 MW, Bitcoin Hosting) / Project Dorothy 1B (25 MW, Bitcoin Prop-Mining): * Two new customer deployments are underway totaling 20 MW of upgraded equipment Project Dorothy 2 (48 MW, Bitcoin Hosting): * The substation interconnection civil scope of work has been completed and the electrical tie-in is scheduled for mid-January * Completion of phase 1 continues to progress with continued progress on the erection of Modular Data Center buildings as well as the office New Project Grace (2 MW at Dorothy 2, AI Cloud/Hosting): * Microgrid and Cooling designs for behind-the-meter integration concept design is underway. This is critical to achieving the unique requirements necessary for behind-the-meter projects. New Project Ada (1 MW, AI Cloud with HPE): * We signed a deal with SFCompute to deliver on-demand GPUs in their online marketplace and it went live on December 1st. * The sales pipeline exceeds 512 GPUs. Project Sophie (25 MW, Bitcoin Hosting with Profit Share, AI Hosting): * The site has continued to operate at a high level as cooler temperatures persist into the fall season. Project Kati (166 MW, Bitcoin Hosting and AI): * Phase 1 of the substation interconnection focused on the civil scope of work is underway. About Soluna Holdings Headquartered in Albany, New York, Soluna Holdings designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can be co-located with wind, solar, or hydroelectric power plants and support compute-intensive applications, including Bitcoin mining, generative AI, and scientific computing. This approach aids in energizing a greener grid while providing cost-effective and sustainable computing solutions. Going Concern The Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others, indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance of the Company's condensed financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. As of June 30, 2024, Soluna Holdings reported $98.68 million in total assets, $48.74 million in total liabilities, and $49.93 million in total equity. SOLUTION ENGINEERING: Seeks Cash Collateral Access Until Jan. 31 ---------------------------------------------------------------- Solution Engineering for Reliable and Viable Enterprises Advisory Group, LLC asked the U.S. Bankruptcy Court for the District of Columbia for authority to use cash collateral until Jan. 31, 2025. The company requires the use of cash collateral for general corporate purposes, such as operating costs, as well as costs and expenses related to its Chapter 11 case. The creditors that assert a security interest in and liens on the company's assets are BMT Capital Group, Inc., Landmark Funding Group LLC, Parkview Advance LLC, Stenson Tamaddon LLC, TMD Ventures LLC, and Vader Mountain Capital LLC. The secured creditors will be adequately protected through replacement liens on any post-petition acquired property to the extent and in the same priority of any existing security interest in the cash collateral. Further, limiting expenditures pursuant to the budget provides additional protection to secured creditors. 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. SPIRIT AIRLINES: DOJ Opposes Early Plan Hearing ----------------------------------------------- Randi Love of Bloomberg Law reports that Spirit Airlines Inc. has failed to provide sufficient documentation or detailed information about its Chapter 11 process to justify expediting its reorganization plan, according to the Department of Justice's bankruptcy watchdog. According to Bloomberg Law, the U.S. Trustee raised objections in the U.S. Bankruptcy Court for the Southern District of New York, describing Spirit's request for a December 17, 2024 hearing as "unusual." The airline has not yet filed its financial statements or schedules and was granted an extension until January 2025 to do so. Spirit filed for bankruptcy on November 18, 2024 to restructure $1.6 billion in debt, along with four affiliated entities. About Spirit Airlines Spirit Airlines Inc. is a major United States ultra-low cost airline headquartered in Miramar, Florida, in the Miami metropolitan area. Spirit Airlines Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11989) on November 18, 2024. In its petition, the Debtor listed estimated assets and liabilities between $1 billion and $10 billion each. SPORTS INTERIORS: Gets OK to Use Cash Collateral Until Dec. 31 -------------------------------------------------------------- Sports Interiors, Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to use cash collateral until Dec. 31. The interim order signed by Judge Deborah Thorne approved the use of cash collateral for the period from Dec. 1 to 31 to pay the expenses set forth in its budget, with a 10% variance. The budget shows total expenses of $60,242 for the week starting Dec. 2; $20,242 for the week starting Dec. 9; $68,242 for the week starting Dec. 16; and $6,242 for the week starting Dec. 23. In return for the company's continued use of its cash collateral, Bank Financial, National Association was granted security interests in the company's post-petition assets to the same extent and with the same priority as its pre-bankruptcy liens. A final hearing is set for Dec. 18. About Sports Interiors Inc. Sports Interiors, Inc. sells and installs its liner system and metal halide lighting system for indoor tennis facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on January 9, 2024. In the petition signed by Robert VanDixhorn, president, a director and a shareholder, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Deborah L Thorne oversees the case. David K. Welch, Esq., at Burke, Warren, MacKay & Serritella, P.C., represents the Debtor as legal counsel. STANDARD BUILDING: Moody's Affirms 'Ba3' CFR, Outlook Positive -------------------------------------------------------------- Moody's Ratings affirmed Standard Building Solutions Inc.'s Ba3 corporate family rating and Ba3-PD Probability of Default Rating. At the same time, Moody's upgraded the ratings on the company's senior unsecured notes to Ba3 from B1. Moody's also affirmed the Baa3 rating on Standard Building's senior secured first lien term loan. The outlook remains positive. The upgrade of the senior unsecured notes ratings to Ba3 reflects the continued reduction of secured debt in Standard Building's capital structure, supporting in higher expected recovery rates for its unsecured debt. The unsecured debt is now the preponderance of debt in Standard Building's capital structure, accounting for around 80% of total committed facilities and further warranting the ratings upgrade. The rating action follows the company's proposed add-on of up to $500 million to its existing $500 million senior unsecured notes due 2032, with proceeds used to paydown a similar amount of the company's senior secured first lien term loan in a leverage-neutral transaction. Moody's view the proposed transaction as credit positive, reducing refinancing risk in 2028, when the remaining balance of the term loan matures in addition to $1 billion in unsecured notes that come due. Interest savings from the transaction are immaterial relative to Standard Building's cash interest payments of about $340 million per year. RATINGS RATIONALE The affirmation of the Ba3 CFR recognizes Moody's expectation of strong operating performance, with adjusted EBITDA margin in the range of 19% - 20% through 2025. The company is a global leader in manufacturing roofing products, with a strong market share for roofing products in both North America and Europe. Standard Building benefits from inelastic demand for its products, very good liquidity and favorable end market dynamics that support some long-term growth. Offsetting these credit strengths is high debt leverage, with adjusted debt-to-EBITDA of about 4.4x at year-end 2025. Intense competition with moderating end markets makes it difficult to achieve large price increases and expand market share. Moody's also expect the owners will continue to monetize their investment in Standard Building. The aggregate amount of distributions could be substantial since there are very little dividend restrictions in any of the company's credit facilities. Moody's project Standard Building will have very good liquidity, generating decent cash flow (prior to discretionary dividends) through 2025. Cash on hand is a source of additional liquidity and more than sufficient to meet working capital needs due to seasonal demands and capital expenditures. Standard Building has access to a $850 million asset based revolving credit facility, which is governed by a borrowing base calculation that fluctuates with business seasonality. Standard Building has full access to its revolver. Moody's do not anticipate utilization of the revolver, except for a minimal amount of letter of credit issuances, given the company's substantial cash position. The positive outlook reflects Moody's expectation that Standard Building will continue to perform well, generating strong margins and leverage trending towards 4.25x adjusted debt-to-EBITDA. Very good liquidity and conservative financial policies further support the positive outlook. The Baa3 rating on Standard Building's senior secured term loan, three notches above the corporate family rating, results from its priority claim relative to the company's considerable amount of unsecured debt. The term loan has a first lien on substantially all noncurrent domestic assets and a second lien on assets securing the company's revolving credit facility (ABL priority collateral). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could occur if end markets remain supportive of organic growth such that adjusted debt-to-EBITDA continues trending towards 4.25x. Preservation of very good liquidity and conservative financial policies would support upward ratings movement. A ratings downgrade could occur if adjusted debt-to-EBITDA increases towards 5.25x or adjusted EBITDA margin is trending below 18%. Negative ratings pressure may also transpire if the company experiences weakening of liquidity or adopts aggressive shareholder return initiatives or acquisitions. Standard Building, headquartered in Parsippany, New Jersey, is the leading manufacturer and marketer of roofing and related products with operations primarily in North America and Europe. Trusts for the benefit of the heirs of Ronnie F. Heyman, co-founder of Standard Building, are the owners of Standard Building. Standard Building's revenue for the 12 months ending September 30, 2024, was $8.7 billion. The principal methodology used in these ratings was Manufacturing published in September 2021. STARWOOD PROPERTY: Moody's Rates New $800MM Secured Term Loan 'Ba2' ------------------------------------------------------------------- Moody's Ratings has assigned a Ba2 rating to Starwood Property Mortgage, LLC's new $800 million senior secured term loan B4 due 2030. Net proceeds from the transaction will be used to refinance Starwood Property Mortgage, LLC's $380 million outstanding term loan B due July 2026 and its $386.8 million outstanding term loan B3 due July 2026. Starwood Property Trust, Inc.'s (STWD) Ba2 corporate family rating, Ba3 senior unsecured rating, and Starwood Property Mortgage, LLC's Ba2 senior secured bank credit facility rating were unaffected this transaction. Starwood Property Mortgage, LLC's rating outlook is stable. RATINGS RATIONALE The Ba2 rating assigned to Starwood Property Mortgage, LLC's term loan reflects the loan's senior secured position in the company's capital hierarchy and strong collateral coverage. The transactions are leverage neutral and will extend STWD's maturity profile. STWD's Ba2 CFR reflects the company's track record of strong asset quality, prominent competitive position in multiple commercial real estate (CRE) businesses that provide greater revenue diversity compared to peers, effective liquidity management, and its affiliation with Starwood Capital Group, the well-established CRE investment and asset management firm. STWD has diverse funding sources and a manageable distribution of debt maturities. It maintains a solid capital cushion given the composition of its earning assets; increasing investment activity could lead to a modest rise in leverage. STWD's ratings are constrained by its reliance on confidence-sensitive secured funding and its high exposure to the inherent cyclicality of the CRE industry. The stable outlook reflects Moody's view that although there may be weakening in asset quality, STWD's capital position and funding profile will remain stable over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could upgrade Starwood Property Mortgage, LLC's ratings if the company: 1) further diversifies its funding sources to include additional senior unsecured debt and lower reliance on market-sensitive repurchase facilities; 2) maintains strong, stable profitability and low credit losses; and 3) maintains a strong capital position. Starwood Property Mortgage, LLC's ratings could be downgraded if the company: 1) experiences a material deterioration in asset quality; 2) weakens its capital position; 3) increases exposure to volatile funding sources or otherwise encounters material liquidity challenges; 4) rapidly accelerates growth; or 5) suffers a sustained decline in profitability. The principal methodology used in this rating was Finance Companies published in July 2024. TBOTG DEVELOPMENT: Amends Governmental Entities Priority Claims Pay ------------------------------------------------------------------- TBOTG Development, Inc., d/b/a The Bluffs On The Guadalupe, submitted a Disclosure Statement in support of First Amended Plan of Reorganization dated November 11, 2024. The Plan contemplates payment in full to all classes of creditors. The Plan will be funded from operations (i.e., Lot Sales, Refinancing, and/or Release of Escrow Funds, or a combination of these sources) of the Debtor and cash on hand. Upon the Effective Date, Whitewater Investment Partners, LLC, directly and derivatively on behalf of Oxbow Land Partners, LLC, Hideout on the Horseshoe, LLC, Whitewater Sports, LLC, and Kona Coast Venture, Ltd. (asserting claims directly and/or derivatively against TBOTG Development, Inc., "WIP"), which did not timely (or otherwise) file a proof of claim in the Bankruptcy Case, shall receive and recover nothing under the Plan, shall have no Claim against the Debtor, the Reorganized Debtor, and/or the revested Property of the Estate, at law or in equity, and is barred and enjoined, forever, from taking any action or asserting any Claim against the Debtor, the Reorganized Debtor, and/or the revested Property of the Estate. Class 1 consists of Allowed Priority Claims of Governmental Entities. Each holder of an Allowed Priority Claim of a Governmental Entity, if any, shall be paid its Priority Claim in such amount as is Allowed, in full, in Cash, through regular Quarterly Plan Payments, or as otherwise agreed in writing, together with interest at the rate required by Bankruptcy Code section 511 or, if applicable, the rate authorized by Texas Tax Code § 33.01, over a period no longer than the fifth anniversary of the Petition Date. Each Governmental Entity shall retain its Liens, if any, until paid in full. Class 1 is unimpaired under the Plan. Holders of Allowed Claims in Class 1 are not entitled to vote to accept or reject the Plan. The Texas Comptroller's timely-filed claim for franchise taxes is a priority claim under Section 507(a)(8)(C) of the Bankruptcy Code. In accordance with Section 1129(a)(9)(C) of the Bankruptcy Code, if the Texas Comptroller's claim is not paid in full on the Effective Date, the Texas Comptroller is entitled to be paid interest at a rate to be determined under applicable nonbankruptcy law. The current rate of interest on delinquent Texas taxes is 9.50% (which was the prime rate plus one percent on January 2, 2024, in accordance with Texas Tax Code Section 111.060(b)). Like in the prior iteration of the Plan, each holder of an Allowed Unsecured Claim in Class 5 shall be paid its Allowed Claim in full, in Cash, via Quarterly Plan Payments from the following sources: (1) net proceeds of each sale and/or sales of the Property available after payments made to FTB, Allowed Administrative Claims, Allowed Priority Claims, and Allowed Secured Claims of Governmental Entities; and/or (2) a refinancing and payoff of the Allowed Secured Claims of First Texas Bank, Georgetown, Texas; provided, however, that regardless of the source, with an outside payment-in-full date of January 1, 2026. A full-text copy of the Disclosure Statement dated November 11, 2024 is available at https://urlcurt.com/u?l=cwpG0D from PacerMonitor.com at no charge. TBOTG Development, Inc., is represented by: Kell C. Mercer, Esq. Kell C. Mercer, P.C. 901 S. Mopac Expy. Bldg. 1, Ste. 300 Austin, TX 78746 Telephone: (512) 627-3512 Email: kell.Mercer@mercer-law-pc.com About TBOTG Development TBOTG Development, Inc., owns and operates The Bluffs on The Guadalupe, a subdivision in Comal County, Texas, having an appraised value of $32.1 million. TBOTG Development filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 24-10411) on April 16, 2024, with $35,996,538 in total assets and $22,885,007 in total liabilities. William T. Korioth, president, signed the petition. Judge Shad Robinson oversees the case. Kell C. Mercer, PC and Armbrust & Brown, PLLC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. TECHGROUPONE INC: Gets Final Approval to Use Cash Collateral ------------------------------------------------------------ TechGroup One, Inc. received final approval from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division to use its secured creditors' cash collateral. The final order signed by Judge Corali Lopez-Castro authorized the use of cash collateral in accordance with the company's budget, which shows total direct cost of $102,917.88 and total indirect cost of $38,486.74. The budget term is from Oct. 4, 2024, to Feb. 28, 2025. Secured creditors will be granted replacement liens on property acquired by the company after its Chapter 11 filing to the same extent and with the same priority as their pre-bankruptcy liens. About TechGroupOne Inc. TechGroupOne Inc. is a general contractor specializing in commercial and residential construction projects. It is based in Miami-Dade, Fla. TechGroupOne sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20339) on October 4, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Juan C. Maggi, president of TechGroupOne, signed the petition. Judge Corali Lopez-Castro oversees the case. Diego G. Mendez, Esq., at Mendezs Law Offices, represents the Debtor as bankruptcy counsel. TIPPETT STUDIO: Files Amendment to Disclosure Statement ------------------------------------------------------- Tippett Studio, Inc., submitted a Redlined Combined Plan of Reorganization and Disclosure Statement dated November 12, 2024. Since filing its Chapter 11 case, the Debtor has remained in possession of its assets as what is known as the "Debtor-In Possession" and has been operating its business. The Avoidance Claims relate to payments made to non insider creditors within ninety days and to insiders within one year. The payments to non-insiders were made were for ongoing, ordinary payments for rent, taxes, insurance, secured loan agreement, insurance and a payment under a service agreement. The payment to insiders was a single payment to Phillip and Julie Tippett for repayment of a loan. The Debtor believes all the recipients of these payments would have a strong defense under the ordinary course of business defense since the payments were regularly made within the terms and conditions of the relating agreements. As to the claims against Third Parties, that claim is against Sanjay Das for, among other things, mismanagement. Although this claim may be viable, more factual investigation would have to be done prior to filing. The Debtor has reason to believe that Mr. Das does not have the resources to answer any judgment for damages awarded to the Debtor. Based on the facts, it is not only difficult to value the Avoidance Claims and Third Party Claims, but the Debtor, in its business judgment, does not believe the pursuit of the claims will result in any distribution to unsecured creditors, according to a footnote in the Disclosure Statement. Like in the prior iteration of the Plan, Class 8 non-subordinated, general unsecured claims against the Debtor. These claims include those claims listed in the Debtor's schedules not in dispute by the Debtor and claims filed in this case. The claims are estimated to be $2,900,000. Over a period of five years after the Effective Date, in its discretion, the Debtor reserves the right to make payments to creditors in Class 8 provided it has the sufficient funds after paying its operating expenses, Plan payments and reserving sufficient capital. The timing and amount of any payments to Class 8 is unknown. Creditors in this class may not take any collection action against Debtor so long as Debtor is not in material default under the Plan. This class is impaired and is entitled to vote on confirmation of the Plan. The Debtor does not dispute any of the claims in this class. Class 9 currently consists of the Tippetts, the sole shareholders of the Debtor. Subject to an agreed upon shareholder agreement with the Tippetts, on the Effective Date, Phantom shall invest $800,000 in the Debtor and shall make the earmarked payments to the extent applicable for the benefit of Class 1 and Class 7. In exchange for an eighty percent equity interest in the Debtor to be received no later than the Effective Date. The Tippetts will own the remaining twenty percent interest in the Debtor, but such interest is subject to forfeiture in the event that the Tippets leave the reorganized debtor within a year of the Effective Date of the Plan. On the Effective Date, all property of the estate and interests of the Debtor will vest in the reorganized Debtor pursuant to Section 1141(b) of the Bankruptcy Code free and clear of all claims and interests except as provided in this Plan, subject to revesting upon conversion to Chapter 7 as provided in Part 5(f). A full-text copy of the Redlined Combined Plan and Disclosure Statement dated November 12, 2024 is available at https://urlcurt.com/u?l=N4ektv from PacerMonitor.com at no charge. Counsel to the Debtor: Chris D. Kuhner, Esq. Kornfield Nyberg Bendes Kuhner & Little, P.C. 1970 Broadway, Suite 600 Oakland, California 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 Email: c.kuhner@kornfieldlaw.com About Tippett Studio Tippett Studio, Inc., is an established evergreen Media Production house enabling film makers and creative directors to realize their vision through creation of high-end digital effects for feature films, episodic content, commercials and immersive experiences. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-40657) on May 1, 2024. In the petition signed by Gary Mundell, president and chief executive officer, the Debtor disclosed $5,362,065 in assets and $9,826,417 in liabilities. Judge William J. Lafferty, III oversees the case. Chris Kuhner, Esq., at KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C., is the Debtor's legal counsel. TONIX PHARMACEUTICALS: Registers More Shares to 2020 Incentive Plan ------------------------------------------------------------------- Tonix Pharmaceuticals Holding Corp. filed a Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering additional shares of the Company's common stock, par value $0.001 per share under the Company's Amended and Restated 2020 Stock Incentive Plan. The number of shares of Common Stock available for issuance under the 2020 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2021 and ending on (and including) January 1, 2030, in an amount equal to the difference between (x) twenty percent (20%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, and (y) the total number of shares of common stock reserved under the 2020 Plan on December 31st of such preceding calendar year (including shares subject to outstanding awards, issued pursuant to awards or available for future awards), or a lesser number of shares of Common Stock determined by the board of directors of the Company (the "Evergreen Provision"). This Registration Statement registers an aggregate of additional 289,862 shares of Common Stock available for issuance under the 2020 Plan as a result of the Evergreen Provision. The additional shares of Common Stock issuable under the 2020 Plan pursuant to the Evergreen Provision registered pursuant to this Registration Statement are of the same class of securities as the 76,479 shares of Common Stock registered for issuance under the 2020 Plan pursuant to currently effective Registration Statements on Form S-8 (Registration Nos. 333-239152, 333-257437, 333-265705 and 333-272746) filed on June 12, 2020, June 25, 2021, June 17, 2022, and June 16, 2023, respectively. A full-text copy of the Form S-8 is available at https://urlcurt.com/u?l=bV7VZE About Tonix Pharmaceuticals Chatham, N.J.-based Tonix Pharmaceuticals Holding Corp., through its wholly owned subsidiary Tonix Pharmaceuticals, Inc., is a fully integrated biopharmaceutical company focused on developing and commercializing therapeutics to treat and prevent human disease and alleviate suffering. Going Concern The Company cautioned in its Form 10-Q report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. The Company has suffered recurring losses from operations and negative cash flows from operating activities. As of March 31, 2024, the Company had working capital of approximately $9.6 million and an accumulated deficit of approximately $615.6 million. The Company held cash and cash equivalents of approximately $7 million as of March 31, 2024. During the fourth quarter of 2023, the Company engaged CBRE, an international real estate brokerage firm, to potentially find a strategic partner for or buyer of its Advanced Development Center in North Dartmouth, Massachusetts, to align with its current business objectives and priorities. As of March 31, 2024, the Company does not have a commitment in place to sell the building. The Company believes that its cash resources at March 31, 2024, and the gross proceeds of $4.4 million raised from an equity offering in the second quarter of 2024, will not meet its operating and capital expenditure requirements through the second quarter of 2025. TOP PARK SERVICES: Court OK's Motor Vehicle Sale ------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina, Fayetteville Division, has approved the motion filed by John C. Bircher III, Chapter 11 Trustee of Top Park Services LLC, to sell motor vehicles, free and clear of all liens, encumbrances, and other interests. The motor vehicles for sale include Ford Trash Truck, Mitsubishi law care truck, Ford F-150, Lark Cargo Trailer, John Deere Mowers, Kia Soul, Kia Sportage, GMC TK, Chevy VN, Ford VN, Doolittle Utility trailer, GMC Sierra Pickup, and Ford VN. The Trustee is aware of the creditors claiming liens upon certain motor vehicles such as United Bank and Crescom Bank. No other creditors have an interest superior to the bankruptcy estate and the Trustee. No creditor claiming a lien upon or interest in the Property objected within the time allowed, and the creditors noticed are deemed to have consented to sale of the Property free and clear of its liens or interests. The Court authorized the sale of the motor vehicles free and clear of any purported liens. The Court ordered that the purported liens of the creditors named herein shall attach to the proceeds of the sale on certain motor vehicles in its respective priorities. The Court also held that the North Carolina Division of Motor Vehicles shall issue the purchasers of the vehicles a valid certificate of title to the vehicles free and clear of any liens upon the purchasers’ delivery to the NCDMV of a bill of sale identifying the vehicle by make and Vehicle Identification Number. About Top Park Services LLC Top Park Services, LLC is a Fort Lauderdale-based company involved in the management and operation of mobile home parks. The Debtor sought protection under Chapter 11 of the U.S.Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03434) with $10 million to $50 million in both assets and liabilities. The petition was signed by Neil Carmichael Bender, II, as manager. Judge Pamela W. Mcafee oversees the case. The Debtor is represented by Bradley S. Shraiberg, Esq., at Shraiberg Page P.A. TRANS-LUX CORP: Posts $950,000 Net Loss in Fiscal Q3 ---------------------------------------------------- Trans-Lux Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $950,000 on $2.7 million of revenues for the three months ended September 30, 2024, compared to a net loss of $854,000 on $4.1 million of revenues for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $3.1 million on $8.8 million of revenues, compared to a net loss of $2.6 million on $11.5 million of revenues for the same period in 2023. As of September 30, 2024, the Company had $7.9 million in total assets, $25.3 million in total liabilities, and $17.3 million in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/mu77ew5y About Trans-Lux Headquartered in New York, New York, Trans-Lux Corporation -- http://www.trans-lux.com-- is a supplier of LED technology for display applications. The essential elements of these systems are the real-time, programmable digital products that the Company designs, manufactures, distributes and services. Designed to meet the digital signage solutions for any size venue's indoor and outdoor needs, these displays are used primarily in applications for the financial, banking, gaming, corporate, advertising, transportation, entertainment and sports markets. The Company operates in two reportable segments: Digital product sales and Digital product lease and maintenance. New Haven, CT-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 1, 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. TREE CONNECTION: Case Summary & 14 Unsecured Creditors ------------------------------------------------------ Debtor: The Tree Connection, LLC 810 Reeceville Rd. Coatesville, PA 19320 Business Description: The Debtor offers tree services, landscaping, and hardscaping services. Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 24-14410 Judge: Hon. Patricia M Mayer Debtor's Counsel: Thomas D. Bielli, Esq. BIELLI & KLAUDER, LLC 1095 Spruce Street Philadelphia, PA 19103 Tel: (215) 642-8271 E-mail: tbielli@bk-legal.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ryan Sipple as sole member/managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VH7JTSA/The_Tree_Connection_LLC__paebke-24-14410__0001.0.pdf?mcid=tGE4TAMA TREEHOUSE FOODS: S&P Rates First-Lien Senior Secured Debt 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to TreeHouse Foods Inc.'s proposed amended and extended first-lien senior secured debt facilities due January 2030, including a $480 million term loan A and $425 million term loan A-1. S&P also assigned its 'B+' issue-level rating to TreeHouse's proposed amended and extended $500 million revolving credit facility due January 2030. S&P will withdraw the ratings on the existing facilities on the completion of the transaction. The company seeks to downsize its term loan A-1 to $425 million from $930 million (outstanding $588.6 million as of Sept. 30, 2024) and upsize its term loan A to $480 million compared to outstanding balances of $316.4 million on the existing $500 million term loan A facility and extend the maturity on both facilities to January 2030 from 2026. S&P said, "Our '2' recovery rating on the senior secured credit facilities is unchanged, indicating our expectation for substantial recovery (70%-90%; rounded estimate: 85%) in the event of a payment default. "Our 'B' issuer credit rating on TreeHouse Foods is unaffected by this transaction. The outlook is stable. Our 'CCC+' issue-level rating on TreeHouse's $500 million 4% senior unsecured notes due in 2028 is also unchanged. The recovery rating remains '6', indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of default." The $500 million senior unsecured notes due Sept. 1, 2028, must be redeemed before June 2, 2028, because the senior secured debt facilities have a springing maturity to this date if the unsecured notes remain outstanding. S&P does not anticipate any other material covenant or collateral changes to the existing senior secured facilities as part of this amendment. S&P said, "We expect this transaction to be leverage neutral. However, we note TreeHouse will likely pay higher interest costs, which will slightly weaken our free cash flow expectations. Leverage for the 12 months ended Sept. 30, 2024, was about 6.1x. "The company recently announced it will be acquiring the private brand tea business of Harris Freeman & Co Inc. for approximately $205 million. We expect the transaction will close in the first quarter of 2025. The company expects to fund the acquisition with cash. TreeHouse reported $102 million of cash on its balance sheet as of September 2024, and we forecast the company will generate about $130 million-$140 million in discretionary cash flows (cash flow from operations after deducting capital expenditures, dividends and share buybacks) in the fourth quarter of fiscal 2024. "We lowered our sales and profit forecast after the company reported weaker-than-expected third quarter operating results. Specifically, TreeHouse's net sales declined 2.8% in the third quarter (which is a sequential deterioration from the 1.9% decline in the second quarter). The company's S&P Global Ratings-adjusted EBITDA declined year over year, increasing its leverage to 6.1x from 5.4x at the end of fiscal 2023. Our updated forecast also incorporates lower volume growth due to the closure of one of its waffles and pancake facilities as a result of listeria contamination. As such, we now forecast revenue will decline 2% in fiscal 2024 and grow by 1% in fiscal 2025 compared to our previous expectation of 0.5% growth in fiscal 2024 and 2% growth in fiscal 2025. We also forecast S&P Global Ratings-adjusted EBITDA margin will decline to about 9.3% in fiscal 2024 and 9.1% in fiscal 2025 (compared to our previous expectations of 10.3% and 10.9%, respectively) from 10.6% in fiscal 2023. We project leverage will increase modestly to about 6.3x by the end of 2024 and remain in the low- to mid-6x range in fiscal 2025, which is within our expectations for the rating. Our forecast does not include the EBITDA contribution from the Harris Tea acquisition, which is yet to close." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: TreeHouse's proposed capital structure will comprise: -- $500 million revolving credit facility due January 2030 -- $425 million term loan A-1 due January 2030 -- $485 million term loan A due January 2030 -- $500 million notes due September 2028 Simulated default scenario: -- S&P's simulated default contemplates a default in 2027 stemming from increased competitive pressures from both name-brand and private-label products and the loss of several key customers. At the same time, the company experiences an increase in raw material costs, which hurts margins and profitability. Additional difficulties could result from acquisition-related integration issues or product recall issues. -- TreeHouse Foods Inc. will be the borrower and issuer of the company's proposed senior secured credit facilities and unsecured notes. The obligations under the revolver and first-lien term loan are secured by a first-priority security interest in the borrower's equity interests and substantially all of its and its subsidiary guarantors' tangible and intangible assets--excluding real estate, subject to certain exceptions. (This includes, without limitation, capital stock, but is limited to 65% of the capital stock of foreign subsidiaries). The senior notes issued by the borrower are unsecured. -- Given that the company generates most of its revenue in the U.S., our simulated default scenario assumes insolvency proceedings in the U.S. -- S&P values the company as a going concern, using a 6x multiple of our projected emergence EBITDA, which reflects the company's scale, leading market position in the private-label food manufacturing industry, and long-standing relationships with customers. -- The emergence EBITDA of $248 million roughly reflects fixed-charge requirements of about $139 million in interest costs and debt amortization (assuming a higher rate because of default) and $52 million in capital expenditure assumed at default. S&P also assumes a positive operational adjustment of about $57 million (30% of emergence EBITDA) reflecting its belief that the company would restore some profitability with cost cutting. Simplified waterfall: -- Emergence EBITDA: $248.2 million -- Multiple: 6x -- Gross recovery value: $1.5 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.4 billion -- Obligor/nonobligor valuation split: 100%/0% -- Collateral value available to first-lien debt: $1.2 billion -- Estimated secured claims: $1.3 billion --Secured recovery expectations: 70%-90% (rounded estimate: 85%) -- Collateral value available to unsecured debt: none -- Estimated senior unsecured debt claims: $678.6 million --Unsecured recovery expectations: 0%-10% (rounded estimate: 0%) TREVENA INC: Finance VP Holds 942 Shares ---------------------------------------- Sutton Katrine, VP of Finance of Trevena Inc., filed a Form 3 with the U.S. Securities and Exchange Commission disclosing that as of November 26, 2024, she beneficially owns 942 shares of the Company's outstanding shares of stock. About Trevena Headquartered in Chesterbrook, Pa., Trevena, Inc. is a biopharmaceutical company focused on developing and commercializing novel medicines for patients affected by central nervous system, or CNS, disorders. The Company's product, OLINVYK (oliceridine) injection, was approved by the United States Food and Drug Administration in August 2020. The Company initiated commercial launch of OLINVYK in the first quarter of 2021. Philadelphia, Pa.-based Ernst & Young LLP, the Company's auditor since 2007, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. TWILIO INC: S&P Upgrades 'BB+' ICR on Expanding Business -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based provider of communications platform-as-a-service (CPaas) Twilio Inc. to 'BB+' from 'BB', reflecting these recent improvements to the firm's credit metrics and cash generation. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured notes due 2029 and 2031 to 'BB+' from 'BB'. The '3' recovery rating is unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. "The stable outlook reflects our expectation that Twilio will increase its revenue by the mid-single-digit percent area, maintain EBITDA margins in the mid-teens percent area, and sustain a sufficient liquidity position through fiscal year 2025." Twilio has continued to improve its credit metrics through better profitability and growing cash generation, in spite of slower revenue growth. Twilio has responded to a slowing growth trajectory with a strategic focus on improving profitability and cash generation, which has driven considerable improvement in credit metrics over the past two years. The firm has undertaken a series of restructuring measures, including reducing its workforce, cutting costs, and streamlining its operations, which significantly improved its S&P Global Ratings-adjusted EBITDA to $713 million (at a 16% EBITDA margin) for the 12 months ended Sept. 30, 2024, which compares with $413 million (at a 10% margin) in 2023 and near breakeven levels in 2022. Twilio also generated strong free cash flow of $775 million during the same period, which is a notable improvement from the $390 million it generated in 2023, reversing over five consecutive years of cash outflows. The company's S&P Global Ratings-adjusted gross leverage was 1.6x as of September 2024, which marked its second consecutive quarter maintaining leverage below our 2x upgrade threshold. S&P said, "Looking ahead, we project Twilio will maintain EBITDA margins in the mid-teens percent range and generate free cash flow of more than $700 million. That said, we expect the expansion in the company's revenue will remain modest, in the mid-single digit percent area, due to macroeconomic headwinds in the Communications business and short-term challenges in the Segment business. "Going forward, we will evaluate Twilio's financial leverage net of cash balances, due to our view that the firm's improved cash generation and margins will be sustained. We will net the company's cash against its debt in our future leverage calculations, which leads us to project it will maintain a minimal leverage profile over the next 12-24 months. As such, future positive rating actions will focus more on evaluating the relative strength of Twilio's business, as we already view the firm's balance sheet as very secure. The key areas we will focus on include market share expansion, advancements in technology and competitive positioning, sustained growth momentum, improvements in operating leverage and profitability, and strengthening cash flow generation. We consider the company's current margin profile, with EBITDA margins in the mid-teens percent area, to be weaker than our broader rated technology universe due to a usage-based model, although we see opportunities for it to improve its profitability as it continues to explore cost reductions and restructures its Segment business. "Twilio's creditworthiness is supported by good liquidity and reasonable shareholder returns, though further upside to the rating is dependent on a consistent financial policy. Since authorizing its $3 billion share repurchase program ($1 billion in February 2023, additional $2 billion in March 2024), the company has completed $2.6 billion of buybacks, with $412 million remaining under its authorization through the end of 2024. While Twilio has not announced any new repurchase authorizations, we expect it will continue to buy back shares as part of its capital allocation strategy. "We do not foresee the company engaging in large debt-financed mergers and acquisitions (M&A) over the near term, though we believe it may explore smaller, opportunistic acquisitions. With liquidity of $2.7 billion as of September 2024 and robust free operating cash flow (FOCF) generation, we believe Twilio has the flexibility to pursue such activities while maintaining a low leverage profile. Over the longer term, we see some potential for the company to achieve an investment-grade rating. However, before we would consider upgrading Twilio, we would look for it to build a consistent track record of maintaining a disciplined financial policy and balance sheet, which would demonstrate its alignment with a higher rating, in addition to improving its business. "The stable outlook on Twilio reflects our expectation that it will increase its revenue by the mid-single-digit percent area, work to further expand its EBITDA margins, and sustain adequate liquidity, despite its recent appetite for shareholder returns. We also expect the company will maintain leverage of below 2.0x and generate significant FOCF." S&P could lower its rating on Twilio if: -- It fails to increase its revenue or its margins deteriorate such that its weak profitability causes it to sustain debt to EBITDA of more than 2x; or -- The company undertakes large debt-funded acquisitions or shareholder returns that lead it to sustain S&P Global Ratings-adjusted FOCF to debt of less than 25%. Over the longer term, S&P could consider upgrading Twilio if: -- It establishes a multi-year track record of sustaining EBITDA margins in at least the mid-teens percent area while expanding its EBITDA such that its leverage remains below 2x on a sustained basis; -- It sustains its growth momentum by expanding its market position while continuing to increase its FOCF; and -- The company develops a track record of maintaining a disciplined financial policy by keeping its spending on M&A and shareholder returns consistent with a higher rating. TWIN FALLS OIL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Twin Falls Oil Service, LLC 360 102X Avenue SW Killdeer, ND 58640-9301 Business Description: The Debtor offers crude oil hauling, water hauling, aggregate hauling, hydrovac winch services and OTR hauling. Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court District of North Dakota Case No.: 24-30525 Debtor's Counsel: Steven R. Kinsella, Esq. FREDRIKSON & BYRON, P.A. 60 South 6th Street, Suite 1500 Minneapolis, MN 55402 Tel: 612-492-7000 E-mail: skinsella@fredlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffery L. Jacobson as president. 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/LSVPRDY/Twin_Falls_Oil_Service_LLC__ndbke-24-30525__0001.0.pdf?mcid=tGE4TAMA UNITED WHOLESALE: Moody's Confirms 'Ba3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Ratings has confirmed the Ba3 corporate family rating and long-term senior unsecured debt rating of United Wholesale Mortgage, LLC. The issuer's outlook is stable. Previously, the ratings were on review for upgrade. This action concludes the review for upgrade initiated on October 10, 2024. In addition, Moody's have assigned a Ba3 rating to UWM Holdings, LLC's proposed $500 million backed senior unsecured notes due in 2030. UWM Holdings, LLC's outlook is assigned stable. UWM Holdings, LLC is the intermediate holding company of United Wholesale. United Wholesale is a guarantor of the notes. RATINGS RATIONALE The ratings confirmation reflects Moody's expectation that United Wholesale's capital management policies will allow for leverage to increase as originations increase. In addition, Moody's expect that the company will continue to rely heavily on uncommitted warehouse facilities. As a result, governance considerations were a driver of the rating action. United Wholesale's ratings reflect the company's strong franchise in the US mortgage market as one of the largest overall residential mortgage originations and the largest wholesale broker originator in the last eight years. The company has exhibited a track record of strong through-the-cycle profitability, and its funding profile has continued to mature. Given its franchise position, the company has strong earnings capacity. For the nine-months ended September 30, 2024, United Wholesale reported net income to average total assets of 2.9%. Excluding a $93 million gain on its mortgage servicing rights (MSRs), the company's core after-tax income to average total assets was 2.1%. Over the longer term, Moody's expect United Wholesale's core profitability will strengthen, and that the company's through-the-cycle average profitability should be around 4.0% of average total assets. United Wholesale's capitalization is somewhat below other non-bank mortgage company peers as indicated by its by its tangible common equity (TCE) to adjusted tangible assets (TMA) of 14.7% as of September 30, 2024, providing somewhat less of a cushion against losses in a stressed environment. As origination volumes increase, Moody's expect that the firm's capitalization ratio may decline further as earnings retention will likely lag the expected rise in origination volumes and, in turn, the increase in loans held-for-sale on the balance sheet. The firm's $640 million annual dividend along with anticipated additional shareholder distributions drive Moody's expectation for modest earnings retention. United Wholesale has a solid funding profile relative to peers. The company currently has $2.0 billion of senior unsecured debt outstanding, of which $800 million matures in November 2025, $500 million in June 2027, and $700 million in April 2029. In addition, the company has access to $2.5 billion in MSR-secured borrowing facilities with $300 million outstanding as of September 30, 2024, illustrating its historical preference for unsecured financing and financial flexibility in times of stress. Like peers, United Wholesale relies on short-term (mostly one-year maturities) repurchase facilities to finance new originations, a credit negative. However, the company's originations are primarily government or agency loans, supporting a solid liquidity position. Around 90% of United Wholesale's repurchase facilities are uncommitted, a credit negative. A partial offset is the long-term relationships that the company has with most of its warehouse lenders. Moody's believe the company faces key person risk with respect to Mat Ishbia, the company's chairman, who continues to be the public face of the company in its marketing efforts. In addition, the company faces governance risks with the Ishbia family as its principal stockholders, holding 79% of all voting rights, and the fact that only three of the 10 board members are independent. The Ba3 senior unsecured bond ratings are equal to United Wholesale's CFR, reflecting the company's modest amount of secured corporate debt, which is senior to the company's unsecured debt. While the secured MSR facilities provide the company with additional liquidity, they subordinate the unsecured bondholders to the MSR lenders, potentially increasing the loss severity of the unsecured bond holders in the event of a default. The stable outlook reflects Moody's expectation that over the next 12-18 months, the company's profitability will continue to improve as origination volumes either remain around current levels or increase, capitalization will decline modestly, and its funding and liquidity profile will be largely unchanged. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company: 1) commits to a financial policy of maintaining its TCE to TMA ratio above 17.5%; 2) increases the level of committed warehouse capacity to 25% or more of total warehouse capacity; and 3) maintains its low reliance on secured MSR facilities such that the ratio of outstanding MSR debt to total corporate debt (MSR debt plus unsecured debt) outstanding remains below 25%. The ratings could be downgraded if the company's: 1) origination market share drops materially; 2) profitability weakens whereby Moody's expect the company's net income to average assets to remain below 3.0%; 3) TCE to TMA ratio declines to and is expected to remain below 15.0%; 4) funding or liquidity profiles weaken; or 5) percentage of non-government-sponsored entity and non-government loan origination volumes grow to more than 15% of the company's total originations without a commensurate increase in alternative liquidity sources and capital to address the riskier liquidity and asset quality profile that such an increase would entail. In addition, United Wholesale's unsecured bond rating would likely be downgraded if the ratio of secured MSR debt to total corporate debt increases and is expected to remain above 25%; under this scenario, Moody's expect that the loss on senior unsecured obligations in the event of default would be materially higher. The principal methodology used in these ratings was Finance Companies published in July 2024. UPHEALTH HOLDINGS: Seeks Enforcement of $115-Mil. Award vs. Execs ----------------------------------------------------------------- Joyce Hanson of Law360 reports that UpHealth has filed a motion in Illinois federal court to enforce a $115 million arbitration award against Glocal executives. The company alleges that the respondents are obstructing efforts to identify and seize their assets, the report related. About UpHealth Holdings UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' claims agent and administrative agent. VAI CONSTRUCTION: Case Summary & Nine Unsecured Creditors --------------------------------------------------------- Debtor: Vai Construction Inc 2727 Ocean Pkwy Apt F19 Brooklyn, NY 11235 Chapter 11 Petition Date: December 11, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-45166 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com Total Assets: $23,486 Total Liabilities: $1,361,782 The petition was signed by Taras Vaida as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PVH6RHY/Vai_Construction_Inc__nyebke-24-45166__0001.0.pdf?mcid=tGE4TAMA VEGAMON ENTERPRISES: Seeks to Sell Rockwall Property for $288K -------------------------------------------------------------- Vegamon Enterprises, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to sell its Property located at 9306 Grant, City of Rowlett, Rockwall County, Texas 75088, free and clear of all liens, claims, encumbrances, and interests. The Debtor seeks to sell the Property for the total sales price of $288,000 and the sale shall be free and clear of all liens, claims and encumbrances, and such liens, claims and encumbrances shall attach to the sales proceeds. Reasonable and necessary closing costs associated with the sale, as well as ad valorem taxes, shall be paid at the time of closing. The Debtor asserts that the proposed sales price is fair and reasonable and the delay may result in loss of the buyer, or further reduction in value received. About Vegamon Enterprises Inc. Vegamon Enterprises, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.N.D. Tex. Case No. 24-32059) on July 28, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Michelle V Larson presides over the case. Gregory Wayne Mitchell, Esq. at Freeman Law, PLLC represent the Debtor as counsel. VUZIX CORP: Lowers Net Loss to $9.2 Million in Fiscal Q3 -------------------------------------------------------- Vuzix Corporation filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $9,222,279 on $1,385,714 of total sales for the three months ended September 30, 2024, compared to a net loss of $10,983,008 on $2,180,007 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 $59,882,054 on $4,482,153 of total sales, compared to a net loss of $30,268,511 on $11,062,203 of total sales for the same period in 2023. As of September 30, 2024, the Company had $41,846,666 in total assets, $2,294,181 in total liabilities, and $39,552,485 in total stockholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/482x8xpy About Vuzix Vuzix Corporation -- www.vuzix.com -- incorporated in Delaware in 1997, is a designer, manufacturer, and marketer of Smart Glasses and Augmented Reality (AR) technologies and products for the enterprise, medical, defense, and consumer markets. The Company's products include head-mounted (or HMDs or heads-up displays or HUDs) smart personal display and wearable computing devices that offer users a portable high-quality viewing experience, providing solutions for mobility, wearable displays, and augmented reality, as well as OEM waveguide optical components and display engines. The Company's wearable display devices are worn like eyeglasses or attach to a head-worn mount. These devices typically include cameras, sensors, and a computer that enable the user to view, record, and interact with video and digital content, such as computer data, the internet, social media, or entertainment applications, as well as interact and receive information from cloud-based Artificial Intelligence agents. The Company's wearable display products integrate display technology with its advanced optics to produce compact high-resolution display engines, less than half an inch diagonally, which, when viewed through its Smart Glasses products, create virtual images that appear comparable in size to that of a computer monitor, smartphone, tablet, or large-screen television. Buffalo, New York-based Freed Maxick CPAs, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has future cash requirements to fund operating losses. This raises substantial doubt about the Company's ability to continue as a going concern. Vuzix incurred net losses of $50,149,077 for the year ended December 31, 2023, $40,763,573 for the year ended December 31, 2022, and $40,377,160 for the year ended December 31, 2021. WALNUT CREEK: To Sell Nursery Business for $2.45-Mil. ----------------------------------------------------- Walnut Creek Nursery, Inc., seeks permission from the U.S. Bankruptcy Court for the Northern District of Illinois, to sell substantially all of its assets, free and clear of all liens, interests, and encumbrances. The Debtor operates a 204-acre tree nursery located in Marengo, Illinois. The nursery had tens of thousands of shade trees, ornamental trees, and containerized shrubs, grasses and perennials, all in various stages of growth. Balled and burlap plants are found on approximately 180 acres, while containerized material is found on approximately 15 acres. The Debtor historically has sold its inventory on a wholesale basis, with the City of Chicago serving as its largest customer. The Debtor does not own the underlying real estate, commonly known as 35910 Polk Road, Marengo, Illinois 60452, where its inventory and equipment are located. It has leased the Estate from a non-debtor affiliated entity, PCH Holdings LLC. Compeer Financial, PCA secures a claim in the amount of $3,804,941.46 and holds a first priority lien on substantially all of the Debtor's assets and on the Real Estate. The Debtor has experienced financial difficulty due to several factors that contributed to the distress, especially the loss of more than $350,000 of sales to the City of Chicago, which was the primary cause. Other customers became aware of the Debtor's financial distress and either reduced or altogether eliminated orders out of concern that the Debtor would be unable to deliver such orders. The Debtor took several steps to try to help improve the situation but its efforts failed to improve performance, prompting it to sell the PCH Real Estate and its business assets, as the best path forward. The Debtor coordinates with Gene Redlin, of Redlin & Associates, which specializes in appraisals, valuations, and mergers and acquisitions in the horticulture and nursery industry, to help expose the assets to the market and explore the possibility of a potential sale. The Debtor secures binding offer from two related buyer entities: The Bunkhouse, LLC, which would acquire the Reorganized Debtor's tangible and intangible property, and its affiliate, Quality Commercial, Inc., which would acquire PCH's Real Estate. The Buyers agreed to purchase both the Real Estate and all of the Debtor's assets for a total of $2.45 million, with $200,000 allocated to the estate property. The Sale must close on or before February 14, 2025. At the Debtor's insistence, and to signal its commitment to consummate the sale, the Buyer has placed $100,000 in escrow as an earnest money deposit to be either applied towards the Purchase Price at the closing of the sale or forfeited to the Debtor if the Buyer fails to close other than by reason of Seller's breach of the Purchase Agreement or that the conditions to closing have not been satisfied. The broker will be paid by PCH in the amount of 3% of purchase price from real estate proceeds. The Debtor and Compeer believe that the proposed sale represents the highest and best offer for the assets and has agreed to release its liens on all of the acquired assets at closing. About Walnut Creek Nursery, Inc. Walnut Creek Nursery, Inc. owns a 240-acre wholesale tree and shrub nursery. It is a family-run business with 32 years of nursery experience. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-80189) on February 23, 2022. In the petition signed by Paul A. Hackett, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Nicholas M. Miller, Esq., at McDonald Hopkins LLC is the Debtor's legal counsel. WELLPATH HOLDINGS: Court Approves $362-Mil. Bankruptcy Loan ----------------------------------------------------------- Steven Church of Bloomberg News reports that Wellpath Holdings Inc., a healthcare provider for U.S. prisons and jails, has received court approval to borrow approximately $362 million as it seeks to sell itself through bankruptcy proceedings. During a hearing on December 11, 2024, in Houston, U.S. Bankruptcy Judge Alfredo Perez approved the financing package, which includes refinancing existing debt and providing around $105 million in new cash to the company, the report states. According to Bloomberg News, Perez also approved auction rules for the sale of Wellpath's main business divisions. Under these rules, a group of the company's lenders will submit the initial bid for one of its divisions. About Wellpath Holdings Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on November 11, 2024, with $1 billion to $10 billion in assets and liabilities. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as investment bankers. WESTERN URANIUM: Reports $2.2 Million Net Loss in Fiscal Q3 ----------------------------------------------------------- Western Uranium & Vanadium Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $2,241,170 on $52,981 of revenue for the three months ended September 30, 2024, compared to a net loss of $1,060,042 on $89,144 of revenue for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company reported a net loss of $7,343,580 on $147,035 of revenue, compared to a net loss of $3,240,232 on $357,908 of revenue for the same period in 2023. As of September 30, 2024, the Company had $32,909,351 in total assets, $4,157,086 in total liabilities, and $28,752,265 in total shareholders' equity. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/2nfbfrn2 About Western Uranium Western Uranium & Vanadium Corp is engaged in the business of exploring, developing, mining and producing uranium and vanadium resources. In addition to the flagship property located in the prolific Uravan Mineral Belt, the production pipeline also includes conventional projects in Colorado and Utah. The Maverick Minerals Processing Plant and Pinon Ridge Corporation processing plants will be licensed to include the kinetic separation process. Mississauga, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. WHITE CAP: $300MM Term Loan Add-on No Impact on Moody's 'B2' CFR ---------------------------------------------------------------- Moody's Ratings said that White Cap Supply Holdings, LLC's B2 corporate family rating and B2-PD probability of default rating are not affected by the proposed $300 million add-on to the company's senior secured first lien term loan due October 2029, which is rated B2. The B2 rating on the company's senior secured revolving credit facility due June 2029, which is pari passu to the term loan, and the Caa1 rating on its senior unsecured notes are also not affected. The outlook remains unchanged at stable. The company's proposed $300 million add-on to its existing senior secured term loan will be used to redeem the $300 million senior unsecured PIK toggle notes due 2026, which are issued by White Cap Parent, LLC, White Cap's parent holding company. Moody's view the proposed transaction as credit positive, because it will eliminate refinancing risk in 2026 in a leverage-neutral transaction. Any change in interest expense from the transaction is immaterial relative to White Cap's cash interest payments approaching $350 million per year. At closing of the transaction, the rating for the PIK toggle notes will be withdrawn. White Cap's credit profile reflects a highly leveraged debt capital structure, due to past debt-financed acquisitions and dividends. Moody's estimate adjusted debt-to-EBITDA of around 6x at fiscal year-end 2024 (on or about January 28, 2025), but improving towards 5.5x at fiscal year-end 2025 (on or about January 28, 2026). However, the high leverage affords little financial flexibility, since leverage is around Moody's 6x leverage threshold for downward rating pressure. Moody's also expect adjusted EBITA-to-interest expense to be close to 2x by late 2025. Future capital deployment for returns to shareholders is an ongoing credit risk given the history of debt-financed distributions. Providing an offset to these challenges is White Cap's good operating performance, with adjusted EBITDA margin sustained in the range of 13% - 14% through 2024. Moody's expect White Cap to benefit from end market dynamics that support modest long-term growth within the domestic construction end market. Moody's project White Cap will continue to maintain good liquidity, generating decent amounts of free cash flow (prior to discretionary dividends) through 2025. White Cap has access to a $1.5 billion asset based revolving credit facility due 2029, which is governed by a borrowing base calculation that fluctuates with business seasonality. Moody's do not view the unutilized $50 million senior secured revolving credit facility due 2029 as a significant source of liquidity. Revolver availability under the asset based facility totaled about $1.1 billion on July 28, 2024, after considering no borrowings, minimum letter of credit commitments and the borrowing based formula. White Cap uses the revolving credit facility for working capital, letters of credit and bolt-on acquisitions. The stable outlook reflects Moody's view that White Cap will continue to perform well, generating good margins and maintaining adjusted debt-to-EBITDA below 6x. Good liquidity, no material near-term debt maturities and end market dynamics that support modest long-term growth further support the stable outlook. White Cap, headquartered in Norcross, Georgia, is a leading North American industrial distributor of specialty construction products. Through their respective affiliates Clayton, Dubilier & Rice (CD&R) owns about 76% (on a fully diluted basis) of White Cap and The Sterling Group owns around 10%, with the remainder owned by current and former management. White Cap's revenue for the 12 months ending July 28, 2024 was $6.2 billion. WINDTREE THERAPEUTICS: Armistice, Steven Boyd Hold 7.12% Stake -------------------------------------------------------------- Armistice Capital, LLC and Steven Boyd disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned an aggregate amount of 270,000 shares of Windtree Therapeutics, Inc.'s Common Stock, representing 7.12% of the shares outstanding. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. Armistice Capital, LLC may be reached at: Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Tel: (212) 231-4932 A full-text copy of Armistice Capital's SEC Report is available at: https://tinyurl.com/zhn49n3d About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. Windtree's portfolio of product candidates includes istaroxime, a Phase 2 candidate with SERCA2a activating properties for acute heart failure and associated cardiogenic shock, preclinical SERCA2a activators for heart failure, and preclinical precision aPKCi inhibitors that are being developed for potential use in rare and broad oncology applications. Windtree also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Windtree Therapeutics had $30.45 million in total assets, $23.90 million in total liabilities, $2.14 million in total mezzanine equity, and $4.41 million in total stockholders' equity. WINDTREE THERAPEUTICS: CEO Retires; Jed Latkin Named Successor -------------------------------------------------------------- Windtree Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Craig Fraser retired as the Company's President and Chief Executive Officer, effective as of December 1, 2024. Mr. Fraser will continue to serve as Chairman of the Company's board of directors. Mr. Fraser notified the Board of his planned retirement on November 8, 2024. In connection with Mr. Fraser's retirement, his Employment Agreement, dated February 1, 2016, as amended, shall be terminated effective as of the Transition Date. Mr. Fraser shall be entitled to: (i) any unpaid compensation accrued through the last day of his employment, (ii) a lump sum payment in respect of all accrued but unused vacation days at Mr. Fraser's base salary in effect on the date such vacation was earned and (iii) payment of any other amounts owed to Mr. Fraser but not yet paid, less any amounts owed by him to the Company. On the same date, the Company announced the appointment of Jed Latkin, age 50, a current member of the Board, to serve as the Company's President and Chief Executive Officer, effective as of the Transition Date. As of the Transition Date, Mr. Latkin will begin serving as the Company's principal executive officer. The Board approved Mr. Latkin's appointment as the Company's President and Chief Executive Officer on November 8, 2024. Mr. Latkin served as the Chief Operating Officer and Head of Finance of ProPhase Labs, Inc., a biotech, genomics and diagnostics company, since January 2024. In his capacity as Chief Operating Officer, Mr. Latkin also served as ProPhase's principal financial officer and principal accounting officer. Previously, Mr. Latkin served as a Turnaround Specialist at Nagel Avenue Capital, LLC, a financial consulting company, from November 2021 to January 2024, where he provided contracted services for numerous companies and asset management firms and was responsible for a large, diversified portfolio of asset-based investments in varying industries, including product manufacturing, agriculture, energy, and healthcare. In connection with this role at Nagel Avenue Capital, he served as Chief Executive Officer of End of Life Petroleum Holdings, LLC and Black Elk Energy, LLC; Chief Financial Officer of Viper Powersports, Inc. and West Ventures, LLC; and Portfolio Manager of Precious Capital, LLC. Mr. Latkin served as a director and Chief Executive Officer of Navidea Biopharmaceuticals, Inc., a biopharmaceutical company, from October 2018 until October 2021; Chief Operating Officer and Chief Financial Officer from May 2017 to October 2018; and Interim Chief Operating Officer from April 2016 to April 2017. Mr. Latkin has more than twenty-eight years of experience in the financial industry supporting many investments in major markets, including biotechnology and pharmaceuticals. Mr. Latkin previously served on the board of directors for Navidea from October 2018 until October 2021, CORAR from October 2018 until October 2021, Viper Powersports, Inc. from 2012 to 2013, and the Renewable Fuels Association and Buffalo Lake Advanced Biofuels. Mr. Latkin worked for over ten years in investment banking at Citigroup, Morgan Stanley, and Fleet Boston Robertson Stephens. He also spent five years as a Co-Portfolio Manager for ING Investment Management. Mr. Latkin earned a B.A. in Political Science and History from Rutgers University and an M.B.A. in Finance from Columbia Business School. In connection with Mr. Latkin's appointment as the Company's President and Chief Executive Officer, the Company and Mr. Latkin entered into an employment agreement, which is effective as of the Transition Date. Compensation: Mr. Latkin's initial annual base salary is $557,300. He also will be eligible for year-end bonuses, paid in either cash or equity, or both, with a target of 50% of base salary, as may be awarded, if at all, at the sole discretion of the Compensation Committee of the Board. Mr. Latkin will be eligible for a pro rata bonus for fiscal year 2024 if the Company determines to pay bonuses to senior executives. Subject to Board approval, Mr. Latkin will receive an equity award consisting of an option to purchase the number of shares of common stock, par value $0.001 per share, of the Company that is equal to 2.5% of the total number of outstanding shares of all Common Stock of the Company as of the date the Company files a definitive proxy statement with the Securities and Exchange Commission seeking approval of an increase in the shares of Common Stock issuable pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan. Such Grant will be subject to the approval by the Company's stockholders of an increase in the number of shares issuable pursuant to the Company's A&R 2020 Plan. In addition, Mr. Latkin will be eligible for annual equity grants as may be awarded, if at all, at the sole discretion of the Board. All equity grants will be governed by the Company's A&R 2020 Plan and the related award agreement(s). The Agreement is effective until terminated and includes a 12-month post-employment non-competition agreement, and a separate agreement providing for non-interference and non-solicitation, as well as obligations of confidentiality and the assignment to the Company of all intellectual property. Termination of Employment: Under the Agreement, Mr. Latkin will be entitled to specified benefits upon termination of his employment by the Company without Cause, by Mr. Latkin for Good Reason, or in the event of a Change in Control (in each case as defined in the Agreement), on the condition that he enters into a separation agreement containing a plenary release of claims in a form acceptable to the Company, and the release shall have become final. In addition to any benefits that may become due under any of the Company's vested plans or other policy, upon termination by the Company without Cause or by Mr. Latkin for Good Reason, Mr. Latkin will be entitled to: (i) a pro rata bonus equal to a percentage of his Target Bonus determined by dividing the aggregate bonuses paid to other contract executives for the year in which the termination occurs by the aggregate target bonuses of such other contract executives for that year, and further prorated for the number of days Mr. Latkin was employed in the year of termination, payable at the time that other contract executives are paid bonuses with respect to the year of termination; and (ii) a severance amount equal to the sum of Mr. Latkin's base salary then in effect (determined without regard to any reduction constituting Good Reason) and his Target Bonus amount, payable in equal installments from the date of termination to the date that is 12 months after the date of termination. In addition, during the Severance Period, if Mr. Latkin elects to continue medical benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Company will continue to pay the Company's costs of such benefits as in effect on the date of termination and as such benefits are provided to active employees. If COBRA coverage is unavailable at any time, the Company will reimburse Mr. Latkin an amount which, after taxes, is sufficient to purchase medical and dental coverage substantially equivalent to that which Mr. Latkin and his dependents were receiving immediately prior to the date of termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under the Company's plans, and provided further, that the Company's obligation to provide benefits will cease or be reduced to the extent that a subsequent employer provides substantially similar coverage. Upon termination in connection with a Change of Control, in addition to the benefits that arise upon a Change of Control and any benefits that are due to Mr. Latkin under any vested plans or other policies, he will be entitled to: (i) a pro rata bonus equal to a percentage of his Target Bonus based upon the number of days Mr. Latkin was employed in the year of termination, payable in a lump sum within 10 days after the date of termination; (ii) a severance amount equal to 1.5 times the sum of Mr. Latkin's base salary then in effect (determined without regard to any reduction constituting Good Reason) and his Target Bonus amount, payable in a lump sum within 10 days after the date of termination except in certain circumstances; and (iii) all of his outstanding equity awards will accelerate and become fully vested, any restrictions under restricted stock agreements will be lifted and all stock options will continue to be exercisable for the remainder of their stated terms. In addition, Mr. Latkin will be entitled to continuation of benefits, as described above under termination without Cause or upon the executive for Good Reason, for a period of 18 months after termination of employment, provided that the Company's obligation to provide benefits shall cease or be reduced to the extent that a subsequent employer provides substantially similar coverages. If the foregoing payments are subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax, they will be automatically reduced to the extent and in the manner provided in the Executive Agreement. Change of Control: Upon a Change of Control and assuming that Mr. Latkin remains employed as President and Chief Executive Officer, (i) the term of the Agreement (if shorter) will be automatically extended until the second anniversary of the date of the Change of Control; and (ii) during the remaining term of the Agreement (as extended), and provided that Mr. Latkin is employed on the last day of a fiscal year ending in that period, Mr. Latkin will be entitled to an Annual Bonus at least equal to his Target Bonus, payable no later than March 15 in the next succeeding fiscal year. Notwithstanding any provision to the contrary in any of the Company's long-term incentive plans or in any stock option or restricted stock agreement between the Company and Mr. Latkin, all vested and unvested options and shares of stock will be assumed by the successor entity; and, if the Company is not the successor entity, Mr. Latkin will be entitled to receive in exchange therefor the economic equivalent, as provided in the Agreement. Mr. Latkin also entered into the Company's standard Indemnification Agreement, which is entered into by the Company's officers and directors. About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. Windtree's portfolio of product candidates includes istaroxime, a Phase 2 candidate with SERCA2a activating properties for acute heart failure and associated cardiogenic shock, preclinical SERCA2a activators for heart failure, and preclinical precision aPKCi inhibitors that are being developed for potential use in rare and broad oncology applications. Windtree also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Windtree Therapeutics had $30.45 million in total assets, $23.90 million in total liabilities, $2.14 million in total mezzanine equity, and $4.41 million in total stockholders' equity. WINDTREE THERAPEUTICS: Deerfield Entities Cease Ownership of Shares ------------------------------------------------------------------- James E. Flynn, Deerfield Mgmt, L.P., Deerfield Private Design Fund II, L.P., Deerfield PDI Financing II, L.P. and Deerfield Management Company, L.P. disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, ceased to be the beneficial owner of more than five percent of Windtree Therapeutics, Inc.'s Common Stock. A full-text copy of Mr. Flynn's SEC Report is available at: https://tinyurl.com/3s7efmex About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. Windtree's portfolio of product candidates includes istaroxime, a Phase 2 candidate with SERCA2a activating properties for acute heart failure and associated cardiogenic shock, preclinical SERCA2a activators for heart failure, and preclinical precision aPKCi inhibitors that are being developed for potential use in rare and broad oncology applications. Windtree also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Windtree Therapeutics had $30.45 million in total assets, $23.90 million in total liabilities, $2.14 million in total mezzanine equity, and $4.41 million in total stockholders' equity. WINDTREE THERAPEUTICS: Lind Global Entities Lower Stake to 0.4% --------------------------------------------------------------- Lind Global Fund II LP, Lind Global Partners II LLC, and Jeff Easton disclosed in a Schedule 13G/A filed with the U.S. Securities and Exchange Commission that as of September 30, 2024, they beneficially owned 16,117 shares of Windtree Therapeutics, Inc.'s common stock, representing 0.4% of the shares outstanding. A full-text copy of Lind Global's SEC Report is available at: https://tinyurl.com/ycmtebus About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. Windtree's portfolio of product candidates includes istaroxime, a Phase 2 candidate with SERCA2a activating properties for acute heart failure and associated cardiogenic shock, preclinical SERCA2a activators for heart failure, and preclinical precision aPKCi inhibitors that are being developed for potential use in rare and broad oncology applications. Windtree also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 16, 2024, citing that the company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, which raises substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2024, Windtree Therapeutics had $30.45 million in total assets, $23.90 million in total liabilities, $2.14 million in total mezzanine equity, and $4.41 million in total stockholders' equity. XTI AEROSPACE: Incurs $4.44 Million Net Loss in Third Quarter ------------------------------------------------------------- XTI Aerospace, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $4.44 million on $918,000 of revenues for the three months ended Sept. 30, 2024, compared to a net loss of $2.70 million on $0 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 $21.75 million on $2.17 million of revenues compare to a net loss of $8.90 million on $0 of revenues for the nine months ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had $29.28 million in total assets, $22.42 million in total liabilities, and $6.86 million in total stockholders' equity. XTI Aerospace said, "The Company's recurring losses and utilization of cash in its operations are indicators of going concern. The Company's condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 have been prepared under the assumption that the Company will continue as a going concern for the next twelve months from the date the financial statements are issued. Management's plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company's ability to continue as a going concern is dependent upon the Company's ability to obtain additional equity or debt financing, and attain further operating efficiency, which is uncertain, which together represent the principal conditions that raise substantial doubt about our ability to continue as a going concern. The Company's condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 and 2023 do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that any additional capital, whether in the form of equity or debt financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to us. We are currently seeking additional financing in order to meet our cash requirements for the foreseeable future. If we are unable to fund our operations, we will be required to evaluate further alternatives, which could include curtailing or suspending operations, reducing headcount, selling the Company, dissolving and liquidating its assets or seeking protection under the bankruptcy laws. A determination to take any of these actions could occur at a time that is earlier than when we would otherwise exhaust our cash resources." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1529113/000162828024047969/inpx-20240930.htm About XTI Aerospace XTI Aerospace, Inc. -- https://xtiaerospace.com -- is primarily an aircraft development company. The Company also provides real-time location systems ("RTLS") for the industrial sector, which was the Company's focus prior to the closing of the XTI Merger. Headquartered in Englewood, Colorado, the Company is developing a vertical takeoff and landing ("VTOL") aircraft that takes off and lands like a helicopter and cruises like a fixed-wing business aircraft. The Company believes its initial configuration, the TriFan 600, will be one of the first civilian fixed-wing VTOL aircraft that offers the speed and comfort of a business aircraft and the range and versatility of VTOL for a wide range of customer applications, including private aviation for business and high net worth individuals, emergency medical services, and commuter and regional air travel. Since 2013, the Company has been engaged primarily in developing the design and engineering concepts for the TriFan 600, building and testing a two-thirds scale unmanned version of the TriFan 600, generating pre-orders for the TriFan 600, and seeking funds from investors to enable the Company to build full-scale piloted prototypes of the TriFan 600, and to eventually engage in commercial development of the TriFan 600. New York-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. YELLOW CORP: Seeks Court Okay to Sell Truck Terminals for $192.5MM ------------------------------------------------------------------ Clara Geoghegan of Law360 reports that trucking firm Yellow Corp. files motion to authorize the sale of 12 owned and leased truck terminals that is expected to yield $192.5 million in its Chapter 11 estate. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. ZEVRA THERAPEUTICS: C. Mickle Departs as Chief Development Officer ------------------------------------------------------------------ Zevra Therapeutics, Inc., disclosed in a Form 8-K filing with the U.S. Securities and Exchange Commission that on December 2, 2024, in connection with organizational changes designed to accelerate its transformation into a leading rare disease company, Zevra Therapeutics, Inc. notified Christal M.M. Mickle, the Company's Chief Development Officer and Co-Founder, that she would no longer serve in such role, effective as of December 6, 2024. Pursuant to the terms of Ms. Mickle's employment agreement dated as of May 30, 2014, as amended, and subject to her timely delivering a release of claims in the Company's favor, Ms. Mickle will receive the severance payments and other benefits provided for in the agreement. The company announced that it is consolidating its development and scientific functions under Adrian Quartel, M.D., FFPM, Chief Medical Officer. Adrian will be responsible for clinical development, quality assurance, and regulatory and scientific affairs. As part of these changes, Christal M.M. Mickle, Chief Development Officer, and Sven Guenther, Ph.D., Chief Scientific Officer, are departing Zevra effective December 6, 2024, and December 23, 2024, respectively. The Company has also eliminated positions in chemistry, manufacturing and controls ("CMC") and Clinical Development, consistent with the change in portfolio priorities. "Transformation of our executive team is consistent with our strategic plan to focus on late-stage clinical and commercial opportunities, which we believe will better position Zevra for continued success," Neil F. McFarlane, Zevra's President and Chief Executive Officer, according to the Company's press release. "Both Christal and Sven were instrumental in the recent approval of MIPLYFFATM, and we appreciate their contributions through the many years of their service. These changes represent a significant step toward focusing our operations and strengthening them in a way that will help minimize costs. This new structure will allow us to allocate resources and personnel expediently. These changes strengthen our ability to serve patients. Our focus on rare disease remains steadfast, and we are committed to deploying our resources aligned with our 2025 Strategic Plan to achieve our vision by continuing to execute, focus, and innovate for people living with rare diseases." The Company has completed its thorough portfolio assessment and strategic plan for 2025. To further Zevra's transformation towards becoming a leading rare disease company, Zevra has begun executing its five-year vision to create value for patients and shareholders by organizing its priorities on four key pillars: Commercial Excellence, Pipeline and Innovation, Talent and Culture, and Corporate Foundation. Now focused on late-stage clinical development and commercial opportunities, Zevra has discontinued its in-house drug discovery activities and will be closing its laboratory facilities in Iowa and Virginia. Future early research and development activities will be outsourced, the Company said. About Zevra Therapeutics Celebration, Fla.-based Zevra Therapeutics, Inc. is a company focused on developing therapies for rare diseases with limited or no treatment options. The company aims to create transformational therapies by combining science, data, and patient needs. Utilizing unique, data-driven development and commercialization strategies, Zevra Therapeutics overcomes complex drug development challenges to provide new therapies for the rare disease community. During the year ended December 31, 2023, Zevra Therapeutics incurred a net loss of $46 million, compared to a net loss of $26.8 million in 2022. Orlando, Fla.-based Ernst & Young LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024. The qualification cited sustained recurring losses, negative cash flows from operations, and substantial doubt about the company's ability to continue as a going concern. [*] S&P Reports Bankruptcies Senior Debt Recoveries Decline 61% --------------------------------------------------------------- Will Kubzansky of Bloomberg Law reports that first-lien recoveries for North American companies emerging from bankruptcy have averaged 61% since early last 2023, a decrease from previous years, according to a report published December 11, 2024, by S&P Global Ratings. Past average first-lien recoveries were: * 72% between 2018 and 2022 * 82% between 2013 and 2017 * 79% between 2008 and 2012 The decline is attributed to high leverage, reduced junior debt cushions, and lower valuations driven by inflation and rising interest rates, according to Kenny Tang, director of leveraged finance at S&P Global Ratings and the report's author. [] BOOK REVIEW: Taking Charge ----------------------------- Taking Charge: Management Guide to Troubled Companies and Turnarounds Author: John O. Whitney Publisher: Beard Books Softcover: 283 Pages List Price: $34.95 Order a copy today at: http://beardbooks.com/beardbooks/taking_charge.html Review by Susan Pannell Remember when Lee Iacocca was practically a national hero? He won celebrity status by taking charge at a company so universally known as troubled that humor columnists joked their kids grew up thinking the corporate name was "Ayling Chrysler." Whatever else Iacocca may have been, he was a leader, and leadership is crucial to a successful turnaround, maintains the author. Mediagenic names merit only passing references in Whitney's book, however. The author's own considerable experience as a turnaround pro has given him more than sufficient perspective and acumen to guide managers through successful turnarounds without resorting to name-dropping. While Whitney states that he "share[s] no personal war stories" in this book, it was, nonetheless, written from inside the "shoes, skin, and skull of a turnaround leader." That sense of immediacy, of urgency and intensity, makes Taking Charge compelling reading even for the executive who feels he or she has already mastered the literature of turnarounds. Whitney divides the work into two parts. Part I is succinctly entitled "Survival," and sets out the rules for taking charge within the crucial first 120 days. "The leader rarely succeeds who is not clearly in charge by the end of his fourth month," Whitney notes. Cash budgeting, the mainstay of a successful turnaround, is given attention in almost every chapter. Woe to the inexperienced manager who views accounts receivable management as "an arcane activity 'handled over in accounting.'" Whitney sets out 50 questions concerning AR that the leader must deal with -- not academic exercises, but requirements for survival. Other internal sources for cash, including judiciously managed accounts payable and inventory, asset restructuring, and expense cuts, are discussed. External sources of cash, among them banks, asset lenders, and venture capital funds; factoring receivables; and the use of trust receipts and field warehousing, are handled in detail. Although cash, cash, and more cash is the drumbeat of Part I, Whitney does not slight other subjects requiring attention. Two chapters, for example, help the turnaround manager assess how the company got into the mess in the first place, and develop strategies for getting out of it. The critical subject of cash continues to resonate throughout Part II, "Profit and Growth," although here the turnaround leader consolidates his gains and looks ahead as the turnaround matures. New financial, new organizational, and new marketing arrangements are laid out in detail. Whitney also provides a checklist for the leader to use in brainstorming strategic options for the future. Whitney's underlying theme -- that a successful business requires personal leadership as well as bricks and mortar, money and machinery -- is summed up in a concluding chapter that analyzes the qualities that make a leader. His advice is as relevant in this 1999 reprint edition as it was in 1987 when first published. John O. Whitney had a long and distinguished career in academia and industry. He served as the Lead Director of Church and Dwight Co., Inc. and on the Advisory Board of Newsbank Corp. He was Professor of Management and Executive Director of the Deming Center for Quality Management at Columbia Business School, which he joined in 1986. He died in 2013. ********* 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 ***