/raid1/www/Hosts/bankrupt/TCR_Public/250130.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, January 30, 2025, Vol. 29, No. 29
Headlines
100 CHARLOTTE: Court Denies Bid to Use Cash Collateral
271 WEST 11TH STREET: Case Summary & Two Unsecured Creditors
271 WEST: Sec. 341(a) Meeting of Creditors on February 27
564 ASHFORD: Jolene Wee of JW Infinity Named Subchapter V Trustee
90 JERSEY OWNER: Feb. 19, 2025 Foreclosure Sale Set
ARRAY MIDCO: Moody's Appends 'LD' Designation to ‘Caa1-PD’ PDR
ARTISAN FOODIE: Case Summary & Five Unsecured Creditors
ARTISAN FOODIE: Seeks Chapter 11 Bankruptcy Protection
ASPEN RIDGE: S&P Raises 2015A/B Bond Rating to 'BB+', Outlook Pos.
AUTO GLASS: Dawn Maguire Named Subchapter V Trustee
BABY K'TAN: Court OKs Continued Access to Cash Collateral
BELLA HOLDING: Moody's Rates New Upsized First Lien Term Loan 'B3'
BISON JKR: Seeks Bankruptcy Protection in Florida
BLUM HOLDINGS: Announces $900K Financing, Intended Acquisitions
BOVAN ENTERPRISES: Richardo Kilpatrick Named Subchapter V Trustee
BRIGHT GREEN: Enters RSA for Chapter 11 Reorganization
BUTLER TRUCKING: Court OKs Continued Access to Cash Collateral
CALIFORNIA ENVIRONMENTAL: Seeks Chapter 11 Bankruptcy Protection
CAREMAX INC: Bankruptcy Judge Set to Confirm Chapter 11 Plan
CARNIVAL CORP: S&P Rates New $2BB Senior Unsecured Notes 'BB'
CDF INC: Case Summary & Four Unsecured Creditors
CELESTIAL PRODUCTS: Areya Holder Aurzada Named Subchapter V Trustee
CENTRAL HOUSEWARES: Seeks Chapter 11 Bankruptcy in Wisconsin
CHAMINADE UNIVERSITY: Moody's Ups Issuer & Rev. Bond Ratings to Ba2
CHARLES RIVER: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
CKA ENTERPRISES: Case Summary & Two Unsecured Creditors
CKA ENTERPRISES: Seeks Chapter 11 Bankruptcy Protection
CLEAR CHANNEL: Moody's Affirms 'Caa1' CFR, Outlook Remains Stable
CONTAINER STORE: Emerges from Chapter 11, Secures $40M Financing
CORSA COAL: Has Court OK for Sale Date, Morgan Stanley Account Use
CRUCIBLE INDUSTRIES: Court Approves Feb. 4 Auction for Assets
CVS HEALTH: Fitch Lowers Rating on Jr. Subordinated Notes to 'BB+'
CXOSYNC LLC: Court Extends Cash Collateral Access to Feb. 21
DALRADA FINANCIAL: Moved to OTC Expert Market Over Late 10-K Filing
DECORATIVE PLUMBING: Case Summary & 20 Largest Unsecured Creditors
E.W. SCRIPPS: Hires Perella to Help with Looming Debt Maturities
EASTSIDE DISTILLING: Raises $350K in Series G and Warrant Offering
ELLIE LANE CAPITAL: Gets OK to Use Cash Collateral Until June 30
EURO CONSTRUCTION: Case Summary & 19 Unsecured Creditors
EVERYTHING BLOCKCHAIN: Widens Net Loss to $17.42M for Third Quarter
FAM BAM: Case Summary & Two Unsecured Creditors
FAM BAM: Commences Subchapter V Bankruptcy Proceeding
FEENEY ENTERPRISES: Linda Leali Named Subchapter V Trustee
FILTERX LLC: Timothy Stone of Newpoint Named Subchapter V Trustee
FOCUS FINANCIAL: Moody's Alters Outlook on 'B2' CFR to Negative
FORTIS 333: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
FTX TRADING: Venable LLP Files Rule 2019 Statement
GEMINI HDPE: Moody's Affirms Ba3 Rating on Senior Secured Term Loan
GFL ENVIRONMENTAL: S&P Assigns 'B' Long-Term ICR, Outlook Stable
GLOBALSTAR INC: To Transfer Listing to Nasdaq After Stock Split
GRAND VALLEY: John Bircher Permanently Appointed as Trustee
GSTK PROPERTIES: Case Summary & One Unsecured Creditor
GSTK PROPERTIES: Seeks Chapter 11 Bankruptcy Protection
HELIUS MEDICAL: To Raise $3.7M From Holders' Exercise of Warrants
HIGHER GROUND: Court Extends Cash Collateral Access to Feb. 26
INLAND BOAT: To Sell Bankruptcy Estate to Mike Lewis
IQSTEL INC: CEO Outlines Vision for $1-Bil. Corporation Future
IVANHOE MINES: Fitch Gives 'B' Final Rating on $750MM Unsec. Notes
JERVOIS GLOBAL: Files for Chapter 11 With Prepackaged Plan
JERVOIS TEXAS: Seeks Chapter 11 Bankruptcy Protection
JOANN INC: Ad Hoc Term Loan Group Revises Rule 2019 Statement
JOHNSTOWN REDEVELOPMENT: S&P Raises Revenue Bond Rating to 'BB+'
KAMAN CORP: Moody's Assigns 'B2' CFR, Outlook Stable
KARBONX CORP: Reports $1.16 Million Net Loss in Fiscal Q2
KNOT WORLDWIDE: Moody's Affirms 'B2' CFR, Outlook Remains Stable
KOFFLER PROPERTIES: Updates Several Secured Claims; Amends Plan
KRAIG BOCRAFT: Inks $10M Standby Equity Purchase Deal With YA II PN
KULR TECHNOLOGY: Increases Bitcoin Holdings to $50 Million
LI-CYCLE HOLDINGS: Glencore Entities Hold 69.8% Stake as of Jan. 16
LITTLE MINT: Davis Hartman Represents 1050 Holdings & Presovian 8
MALLARD COVE: Case Summary & 20 Largest Unsecured Creditors
MATTHEWS INTERNATIONAL: S&P Places 'BB-' LT ICR on Watch Negative
MEDICAL PROPERTIES: Plans to Offer $2.5 Billion in Bonds
MODIVCARE INC: S&P Downgrades ICR to 'CCC+', Outlook Negative
MORANS AUTO: Aaron Cohen Named Subchapter V Trustee
MPJIMBOS LLC: Salvatore LaMonica Named Subchapter V Trustee
MTL PARTNERS: Court Extends Cash Collateral Access Until March 11
MULLEN AUTOMOTIVE: Regains Compliance with Nasdaq Listing Rule
MY SIZE: Inks ATM Offering Agreement With H.C. Wainwright
NEXTDECADE CORP: Valinor Capital, 2 Others Report Equity Stakes
NORTH CAROLINA PROPERTIES: Subchapter V Trustee Named
NORTHVOLT AB: Gets Okay to Sell Hydrovolt Recycling Venture Stake
NOSTRUM LABORATORIES: Creditors Can Join Sale Talks, Rules Judge
OCEAN POWER: Former Director, 2 Others Appointed to Advisory Board
ONDAS HOLDINGS: CEO Named Co-Chair of CDA Board of Directors
ONONTIO LANDSCAPING: Court OKs Continued Access to Cash Collateral
ORGENESIS INC: Secures $5M Equity Investment From Williamsburg
ORIGIN AGRITECH: Files Form 12b-25 for Delayed 20-F Filing
OSTERIA DEL TEATRO: Unsecured Creditors to Get Nothing in Plan
PANOCHE ENERGY: S&P Affirms 'B+' ICR, Alters Outlook to Positive
PANOCHE ENERGY: S&P Affirms 'B+' ICR, Alters Outlook to Positive
PARADIGM CHIROPRACTIC: Starts Subchapter V Bankruptcy Process
PARTY CITY: Holland & Knight Represents Franchise Store Owners
PARTY CITY: Seeks Security Spending Approval Amid Certain Threats
PENNS GROVE: Case Summary & 20 Largest Unsecured Creditors
PHOENIX EXTEND: Voluntary Chapter 11 Case Summary
PINNACOL HOLDINGS: Voluntary Chapter 11 Case Summary
PRECIPIO INC: Grants 34,000 Stock Options to Executives
PROFESSIONAL DIVERSITY: Aurous Vertex Holds 2.5MM Common Shares
PROSPECT MEDICAL: Yale Unit Seeks to Move Hospital Sale Lawsuit
PUERTO RICO: Mediators Hire PJT Partners for Debt Talks
QUIKRETE HOLDINGS: S&P Assigns 'BB' Rating on Senior Secured Notes
R & R INDUSTRIES: Jerrett McConnell Named Subchapter V Trustee
RAYONIER ADVANCED: S&P Upgrades ICR to 'B', Outlook Stable
RHODIUM ENCORE: Gray Reed Files Rule 2019 Statement
ROCKY MOUNTAIN: Jonathan Dickey Named Subchapter V Trustee
SAFE & GREEN: Names Jim Pendergast as Chief Operating Officer
SEBASTIAN HABIB: To Sell Atlanta Property to REI Group for $183K
SKY FITNESS 24/7: Gets OK to Use Cash Collateral Until Feb. 11
SMILE ANGELS: Jarrod Martin Named Subchapter V Trustee
SOLAR BIOTECH: Gets Court Approval to Pay $456K Breakup Fee
SOLCIUM SOLAR: Court Extends Cash Collateral Access to March 11
SPIRIT AIRLINES: Extends Equity Rights Offering Deadline to Feb. 13
SPIRIT AIRLINES: Frontier Proposes Merger Amid Bankruptcy Case
SPIRIT AIRLINES: Rejects Frontier's Offer, To Proceed Ch. 11 Exit
STEWARD HEALTH: Conflict Endangers Patient Care at Sold Hospitals
TAILORED BRANDS: S&P Upgrades ICR to 'B+' on Debt Repayment
TGI FRIDAY'S: To Sell 15 Locations to Yadav Enterprises for $3MM
THINK DEVELOPMENT: Seeks Bankruptcy Protection in Georgia
TWENTY EIGHT: Case Summary & 20 Largest Unsecured Creditors
UNITED HAULING: Case Summary & 19 Unsecured Creditors
VALLEY PARK: Voluntary Chapter 11 Case Summary
VANTAGE DRILLING: S&P Affirms 'CCC+' ICR, Outlook Stable
VERMILION ENERGY: S&P Rates New US$400MM Sr. Unsecured Notes 'BB-'
VIAD CORP: Moody's Withdraws 'B2' CFR Following Debt Repayment
VYRIPHARM BIOPHARMACEUTICALS: Commences Subchapter V Bankruptcy
WELLPATH HOLDINGS: Cavazos Hendricks Represents Wade and Angelo
WELLPATH HOLDINGS: To Revise Bankruptcy Plan Proposal
WILSON CREEK: WC Hydraulics Out as Committee Member
WINDTREE THERAPEUTICS: Offers to Lower Pref. Stock Conversion Price
WORKSPORT LTD: Reports Unaudited Q4 2024 Revenue of $2.9 Million
XPLR INFRASTRUCTURE: S&P Affirms 'BB' ICR, Alters Outlook to Neg.
YELLOW CORP: Creditors Want to End Chapter 11 Exclusive Control
[*] Christopher Mangin Joins Paul Hastings to Bolster REIT Platform
[*] Finestone, Tecce to Lead Quinn Emanuel's Bankruptcy Group
[*] Milmoe Joins Lawdragon "Hall of Fame" for Bankruptcy Career
[*] Survey Shows Debt Settlement Gains Popularity Over Bankruptcy
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
100 CHARLOTTE: Court Denies Bid to Use Cash Collateral
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, issued an order denying 100 Charlotte, LLC's
motion to authorize use of cash collateral.
The court denied the motion following confirmation of the company's
Chapter 11 plan on Jan. 22, which rendered the motion moot.
About 100 Charlotte
100 Charlotte, LLC is the owner of real property located at 100
Charlotte Ave, New Smyrna Beach, Fla., valued at $1.24 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02514) on May 20,
2024, with $1,244,508 in assets and $387,326 in liabilities.
Roberto Martins, Sr., manager, signed the petition.
Judge Tiffany P. Geyer oversees the case.
The Debtor is represented by:
Bryan K. Mickler, Esq.
Law Offices of Mickler & Mickler, LLP
5452 Arlington Expy
Jacksonville, FL 32211
Phone: (904) 725-0822
Email: bkmickler@planlaw.com
271 WEST 11TH STREET: Case Summary & Two Unsecured Creditors
------------------------------------------------------------
Debtor: 271 West 11th Street LLC
412 East 89th Street
New York, NY 10128
Business Description: The Debtor holds 100% ownership interests in
three companies:
1. Almenaide LLC, which owns a property at
3 West 75th Street, New York, NY 10023.
This property consists of 10 residential
units, all currently leased to tenants.
2. Limerston LLC, which owns a property at
2901 South Bay Shore Drive, 17GH,
Coconut Grove, FL 33133. The property
includes two combined condo units that
are currently rented.
3. Orsipel V LLC, which owns a mixed-use
residential and commercial property at
5355 Stone Street (also known as 1517
South William Street), New York, NY
10004.
The total value of the Debtor's interests in
these properties is currently $24 million.
Chapter 11 Petition Date: January 27, 2025
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 25-10130
Debtor's Counsel: Rachel S. Blumenfeld, Esq.
LAW OFFICE OF RACHEL S. BLUMENFELD PLLC
26 Court Street
Suite 2220
Brooklyn, NY 11242
Tel: 718-858-9600
Email: rachel@blumenfeldbankruptcy.com
Total Assets: $24,000,000
Total Liabilities: $14,000,000
The petition was signed by Alicia Harper as president.
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/XZ4PCLA/271_West_11th_Street_LLC__nysbke-25-10130__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 3W75 Funding LLC $3,500,000
c/o Hirshmark Capital
1140 Broadway
Suite 304
New York, NY 10001
2. Maguire Stone $10,500,000
400 Madison Avenue
5D
New York, NY 10017
271 WEST: Sec. 341(a) Meeting of Creditors on February 27
---------------------------------------------------------
On January 28, 2025, 271 West 11th Street LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of New York.
According to court filing, the Debtor reports between $10 million
and $50 million in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
A meeting of creditors under Section 341(a) to be held on February
27, 2025 at 12:30 PM at Office of UST.
About 271 West 11th Street LLC
271 West 11th Street LLC is a New York-based real estate company
operating from 412 East 89th Street in Manhattan.
271 West 11th Street LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-10130) on January 28,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge David S. Jones handles the case.
The Debtor is represented by Rachel S. Blumenfeld, Esq., at Law
Office of Rachel Blumenfeld, in Brooklyn, New York.
564 ASHFORD: Jolene Wee of JW Infinity Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Jolene Wee of JW Infinity
Consulting, LLC as Subchapter V trustee for 564 Ashford Street,
Inc.
Ms. Wee will be compensated at $640 per hour for work performed in
2025. In addition, the Subchapter V trustee will receive
reimbursement for work-related expenses incurred.
Ms. Wee declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jolene E. Wee
JW Infinity Consulting, LLC
447 Broadway 2nd Fl #502
New York, NY 10013
Telephone: (929) 502-7715
Facsimile: (646) 810-3989
Email: jwee@jw-infinity.com
About 564 Ashford Street
564 Ashford Street, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
25-40185) on January 14, 2025, with $500,001 to $1 million in both
assets and liabilities.
Judge Elizabeth S. Stong presides over the case.
90 JERSEY OWNER: Feb. 19, 2025 Foreclosure Sale Set
---------------------------------------------------
JLL Capital Markets, on behalf of Amzak Capital Management LLC
("secured party"), offers for sale at public auction on Feb. 19,
2025, at 10:00 a.m. (Eastern Time) both via Zoom and in-person at
the offices of Cole Schotz PC, 25 Main Street, Court Plaza North,
Hackensack, New Jersey 07601, in connection with a uniform
commercial code sale, 90% of the class B units ("interest") in each
of the following four New Jersey Limited liability companies, 90
Jersey Owner LLC, 100 Jersey Owner LLC, 120 Jersey Owner LLC, and
298 Owner LLC ("Companies"), which companies owns 100% of the
membership interests in the following New Jersey limited liability
companies:
i) 90 Jersey Owner LLC owns 100% of the membership interests in
NB 90 New Jersey Ave LLC, which owns title to certain real property
known as 90 New Jersey Avenue, New Brunswick, New Jersey 08901;
ii) 100 Jersey Owner LLC owns 100% of the membership interests in
NB 100 Jersey Ave LLC, which owns title to certain real property
know as 100 Jersey Avenue, New Brunswick, New Jersey 08901;
iii) 120 Jersey Owner LLC owns 100% of the membership interests in
NB 120 Jersey Ave LLC, which owns title to certain real property
known as 120 Jersey Avenue, New Brunswick, New Jersey 08901; and
iv) 298 Jersey Owner LLC owns 100% of the membership interests in
NB 298 Jersey Avenue LLC, which owns title to certain real property
known as 200 Jersey Avenue aka 298 Jersey Avenue, New Brunswick,
New Jersey 08901.
The secured party, as lender, made a loan to NB 90 Jersey Ave LLC,
NB 100 Jersey Ave LLC, NB 120 Jersey Ave LLC and NB 298 Jersey
Avenue LLC ("borrower"). In connection with the loan, Yaakov
Klugmann ("pledgor") granted to the secured party a first priority
lien on the interests pursuant to that certain unit pledge
agreement dated as of March 15, 2023. The secured party is
offering the interest for sale in connection with foreclosure on
the pledge of such interests.
All bids must be for cash, and the successful bidder must be
prepared to deliver immediately available good funds within 10 days
after the sale and otherwise comply with the bidding requirements.
Further information concerning the interests, the data room the
requirements for bidding on the interests, and the terms of sale
can be found at https://www.JerseyAveNewbrunswickNJUCCSale.com or
by contacting JLL using the contact information:
JLL
Attn: Brett Rosenberg
Tel: 212-812-5926
Email: Brett.Rosenberg@jll.com
ARRAY MIDCO: Moody's Appends 'LD' Designation to ‘Caa1-PD’ PDR
------------------------------------------------------------------
Moody's Ratings said it has appended a limited default (LD)
designation to Array Midco, Corp.'s (Array) probability of default
rating of Caa1-PD, changing it to Caa1-PD/LD. This action follows
the company's partial debt refinancing that was completed on
December 31, 2024 and amendment to the existing credit agreement
which included the remaining amount of existing term loans being
extended, subordinated and interest converted to pay-in-kind (PIK).
Moody's will remove the /LD designation within three business
days.
Consenting lenders agreed to the repayment of a portion of the term
loan from proceeds of a new $150 million term loan, extension of
the remaining $45 million term loan maturity to June 2030 from
September 2026, subordination of their position to the new term
$150 million term loan and asset-backed lending facility and
converting the interest to PIK.
The debt refinancing was completed opportunistically and received
100% lender consent based on improved financial performance with
adequate liquidity. Despite the foregoing indications, the
introduction of the extension, subordination and PIK feature on the
remaining term loans are considered under Moodys' criteria to
represent an economic loss that constitutes a distressed exchange.
As such, Moody's have appended a "/LD" to the PDR to reflect the
limited default in the capital structure.
Array Canada Marketing Inc., headquartered in Toronto, Ontario, is
a designer, manufacturer and distributor of retail merchandising
displays and fixtures for mass market and high-end cosmetics brands
and retailers.
ARTISAN FOODIE: Case Summary & Five Unsecured Creditors
-------------------------------------------------------
Debtor: The Artisan Foodie Group LLC
600 1st Avenue N
Suite 202E
Saint Petersburg, FL 33701
Case No.: 25-00506
Business Description: The Company operates in the commercial
kitchen industry, producing and/or preparing
food. It serves both business clients, such
as restaurants, catering companies, and
hotels, as well as potentially direct
consumers.
Chapter 11 Petition Date: January 27, 2025
Court: United States Bankruptcy Court
Middle District of Florida
Judge: Hon. Roberta A Colton
Debtor's Counsel: Katelyn M. Vinson, Esq.
DAVID JENNIS, PA D/B/A JENNIS MORSE
606 East Madison Street
Tampa, FL 33602
Tel: (813) 229-2800
Email: ecf@JennisLaw.com
Total Assets as of January 24, 2025: $1,261,088
Total Liabilities as of January 24, 2025: $1,416,878
The petition was signed by James Pachence as manager.
A full-text copy of the petition, which includes a list of the
Debtor's five unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/TSARRUI/The_Artisan_Foodie_Group_LLC__flmbke-25-00506__0001.0.pdf?mcid=tGE4TAMA
ARTISAN FOODIE: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------------
On January 27, 2025, Artisan Foodie Group LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Middle District of
Florida.
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 Artisan Foodie Group LLC
Artisan Foodie Group LLC is a limited liability company.
Artisan Foodie Group LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00506) on January 27,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Roberta A. Colton handles the case.
The Debtor is represented by Katelyn M. Vinson, Esq., at Jennis
Morse, in Tampa, Florida.
ASPEN RIDGE: S&P Raises 2015A/B Bond Rating to 'BB+', Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings raised its long-term rating to 'BB+' from 'BB'
on the Colorado Educational and Cultural Facilities Authority's
series 2015A and 2015B fixed-rate charter school revenue bonds,
issued for Aspen Ridge Preparatory School. The outlook is
positive.
"The upgrade reflects our view of the school's healthy
lease-adjusted maximum annual debt service coverage and significant
increases in liquidity that has occurred in recent fiscal years,"
said S&P Global Ratings credit analyst John Miceli.
The series 2015 bonds account for all the school's long-term debt
outstanding. Revenue of Aspen Ridge, consisting primarily of
per-pupil funding from Colorado as defined in the governing bond
documents, secures the bonds. Total long-term debt is about $9.8
million as of fiscal year-end 2024. Lease-adjusted maximum annual
debt service of $741,000 occurs in fiscal 2034.
S&P said, "We assessed the school's enterprise profile as adequate,
characterized by very healthy local economic fundamentals, good
academic quality, and a solid charter standing, offset by a
relatively small-but-growing operating base, with about 631
students for fall 2024. We assessed Aspen Ridge's financial profile
as adequate characterized by solid financial performance and
healthy liquidity for the rating, offset by expectations for more
modest margins over the outlook period and a relatively elevated
debt profile. We believe that, combined, these credit factors lead
to an anchor of 'bbb-'. As our criteria indicate, the final rating
can be adjusted based on a variety of overriding factors. In our
opinion, the 'BB+' final rating on the bonds better reflects the
school's small enrollment base compared with that of similarly
rated peers and our expectation that operating performance will
moderate over the outlook period.
"The positive outlook reflects the potential that the school will
continue to generate positive operating margins and improving
liquidity while maintaining steady-to-growing enrollment. It also
reflects our expectation that the school will not issue additional
debt within the next three-to-five years."
AUTO GLASS: Dawn Maguire Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 14 appointed Dawn Maguire, Esq., at
Guttilla Murphy Anderson, as Subchapter V trustee for Auto Glass
2020, LLC.
Ms. Maguire will be paid an hourly fee of $380 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Maguire declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Dawn Maguire, Esq.
Guttilla Murphy Anderson
5415 East High Street, Suite 200
Phoenix, AZ 85054
Telephone: (480) 304-8300
Fax: (480) 304-8301
Email: TrusteeMaguire@gamlaw.com
About Auto Glass 2020
Auto Glass 2020, LLC is a family-owned auto glass company serving
Phoenix, Ariz., and surrounding areas. It specializes in a variety
of services, including windshield replacement, rear window repair,
side and power window repair, chip repair, window tinting, and ADAS
calibration. The company's mobile service ensures that it comes
directly to its customers' locations for windshield replacements
and repairs.
Auto Glass 2020 sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-00374) on
January 16, 2025. In its petition, the Debtor reported total assets
of $797,330 and total liabilities of $3,669,218.
Judge Madeleine C. Wanslee handles the case.
The Debtor is represented by Alan A. Meda, Esq., at Burch &
Cracchiolo, P.A., in Phoenix, Ariz.
BABY K'TAN: Court OKs Continued Access to Cash Collateral
---------------------------------------------------------
Baby K'Tan, LLC received third interim approval from the U.S.
Bankruptcy Court for the Southern District of Florida, Fort
Lauderdale Division, to use its secured creditors' cash
collateral.
The company was authorized to use cash collateral in the regular
course of its business pursuant to its budget until further order
of the court.
JP Morgan Chase Bank, N.A. and Regions Bank assert an interest in
the cash collateral.
As adequate protection for the use of their cash collateral, both
creditors were granted replacement liens to the same extent as
their pre-bankruptcy liens. The lien will attach to all
post-petition cash collateral regardless of the nature of such cash
collateral or the bank account into which it is deposited.
Regions Bank can be reached through:
Ronald B. Cohn, Esq.
Burr & Forman, LLP
201 North Franklin Street, Suite 3200
Tampa, FL 33602
Telephone: (813) 221-2626
Facsimile: (813) 221-7335
Email: rcohn@burr.com
About Baby K'tan LLC
Baby K'tan, LLC manufactures and sells ready-to-wear and soft
fabric wrap pet and baby carrier. The Pet K'tan Pet Carrier is a
patented ready-to-wear soft fabric wrap that allows the caregiver
to wear their pet in several positions without any complicated
wrapping or buckling. The Baby K'tan Baby Carrier has a patented
double-loop design that functions as a sling, wrap and baby
carrier, yet there is no wrapping, no buckling, and no adjusting
any rings.
Baby K'tan sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22671) on December 3,
2024, with up to $1 million in assets and up to $10 million in
liabilities. Maria Yip, a certified public accountant and managing
partner at Yip Associates, serves as Subchapter V trustee.
Judge Peter D. Russin oversees the case.
The Debtor is represented by:
Isaac M Marcushamer, Esq.
DGIM Law, PLLC
2875 North East 191st Street, Suite 705
Aventura, FL 33180
Tel: 305-763-8708
Email: isaac@dgimlaw.com
BELLA HOLDING: Moody's Rates New Upsized First Lien Term Loan 'B3'
------------------------------------------------------------------
Moody's Ratings assigned a B3 rating to Bella Holding Co, LLC's
(dba "MedRisk") proposed upsized and repriced senior secured 1st
lien loan term due May 2028. There is no change to the company's B3
Corporate Family Rating, B3-PD probability of default rating, and
B3 rating on the senior secured 1st lien revolving credit facility
due February 2028. The outlook remains stable.
The proceeds from the upsized 1st lien term loan will be used to
repay the company's remaining $140 million 2nd lien term loan, in
addition to funding fees and expenses and modest cash to the
balance sheet. Moody's view the proposed leverage neutral
transaction with concurrent repayment of 2nd lien debt as modestly
credit positive due to interest expense savings of up to $11
million annually.
RATINGS RATIONALE
The B3 CFR reflects the company's high financial leverage with
aggressive financial policies, including its debt-funded
acquisition of Conduent's casualty claims solutions business that
closed in September 2024. Moody's expect MedRisk to continue to
pursue acquisitions over time which can bring integration and
execution risks. The company's credit profile is also constrained
by significant customer concentration, as Moody's expect the three
largest customers to continue to generate over 50% of revenue.
The rating is supported by MedRisk's strong value proposition to
its payor clients and network providers which will continue to
drive organic growth, as well as the company's very good liquidity.
The company also has a national presence with only moderate
geographic concentration. Finally, MedRisk has maintained very good
liquidity with consistent positive free cash flow generation.
Moody's expect MedRisk to maintain very good liquidity over the
next 12-18 months, supported by consistent positive free cash flow.
As of September 30, 2024 and pro forma for the proposed
transaction, MedRisk has approximately $46 million in cash, with
full availability under its $125 million revolving credit facility.
The revolver has a springing total net leverage ratio set at 8.25x,
when borrowings exceeds 35%. Moody's expect the company will
maintain good headroom on the covenant, which tested at 4.9x as of
September 30, 2024.
The stable outlook reflects Moody's expectation that MedRisk will
continue to generate consistent positive free cash flow and organic
earnings growth, notwithstanding its financial leverage that
Moody's expect will remain high.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Ratings could be downgraded if operating performance weakens, free
cash flow becomes negative or liquidity tightens with
EBITA-to-interest falling below one times.
MedRisk's rating could be upgraded if the company reduces its
customer concentration or expands its scale materially.
Quantitatively, the rating could be upgraded if debt to EBITDA is
sustained below 6.0 times with liquidity remaining very good..
Founded in 1994, MedRisk manages workers compensation claims for
physical therapy, occupational therapy and chiropractic services.
The company's customers include insurance carriers, third-party
administrators (TPAs), self-insured employers and government
entities. MedRisk is the second-largest platform in the workers'
compensation network services industry. The company is
majority-owned by CVC Capital Partners and by the Carlyle Group. As
of the last twelve months ending September 30, 2024, it generated
pro forma revenues of over $1 billion.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
BISON JKR: Seeks Bankruptcy Protection in Florida
-------------------------------------------------
On January 28, 2025, Bison JKR LLC filed Chapter 11 protection in
the U.S. Bankruptcy Court for the Southern District of Florida.
According to court filing, the Debtor reports between $500,000
and $1 million in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
About Bison JKR LLC
Bison JKR LLC is a Miami-based real estate company.
Bison JKR LLC sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 25-10900) on January 28, 2025. In
its petition, the Debtor reports estimated assets between $1
million and $10 million and estimated liabilities between $500,000
and $1 million.
Honorable Bankruptcy Judge Laurel M. Isicoff handles the case.
The Debtor is represented by David Marshall Brown, Esq., at
Tallassee, Tennessee.
BLUM HOLDINGS: Announces $900K Financing, Intended Acquisitions
---------------------------------------------------------------
Blum Holdings, Inc., a California-based cannabis operator,
announced the receipt of $900,000 in financing led by Mr. Douglas
Rosenberg. This capital will support operational and
acquisition-related activities in 2025.
Mr. Rosenberg is the Co-Founder and CEO of Mesh Ventures and
Co-Founder of 1212 Ventures, both of which hold significant
investments in Cookies Creative Productions & Consulting, Inc.
Blum has also recently signed three term sheets each aimed at
bolstering the Company's retail and brand portfolio. These
transactions are designed to enhance Blum's operational footprint,
which Blum believes will lay the foundation for future
opportunities. Key highlights from the Term Sheets include:
* Mt. Tam Ventures II Transaction: Blum, via a wholly owned
subsidiary intends to acquire all of the membership interests in
Mt. Tam Ventures II, LLC, a holding company with equity in Cookies,
a globally recognized cannabis brand. Key economic terms include
$250,000 payable in cash and the issuance of 1,931,152 shares of
Blum common stock valued at a $1.90 per share, for a total
transaction value of $3.9 million. The transaction, if consummated,
would strengthen Blum's portfolio and position Blum alongside one
of the most influential brands in the industry.
* Mesh Ventures Transaction: Blum, via a wholly owned
subsidiary intends to merge with and acquire Mesh Ventures, LLC, a
venture fund that also holds equity in Cookies. The transaction, if
consummated, would enhance alignment with key stakeholders and
strengthen collaborations across Blum's brand and retail
ecosystems, customer touchpoints, and marketing reach. Key economic
terms include $359,610 payable in cash and the issuance of
4,531,965 shares of Blum common stock valued at $1.90 per share,
for a total transaction value of $9 million.
* Northern California Retail Transaction: Blum, via a wholly
owned subsidiary will acquire a licensed retail cannabis store in
Northern California, a critical market for the industry.
Acquisition consideration includes $1.3 million in cash and
$500,000 in Blum common stock, with milestone-based bonus awards.
The transaction, if consummated, would bolster the Company's
operational footprint and expand its direct-to-consumer reach.
While details of these Term Sheets remain subject to definitive
agreements and regulatory approval, these transactions reflect
Blum's intention to capitalize on opportunities that can amplify
growth and expand strategic influence. No assurances can be made
that the Company will successfully negotiate and enter into
definitive agreements for the transactions contemplated by the Term
Sheets or that the Company will be successful in completing the
transactions contemplated by the Term Sheets.
Blum, through a subsidiary, operates a Cookies-branded store and
has partnered with Cookies in events such as Hall of Flowers and
the Emerald Cup. Sabas Carrillo, the CEO of Blum, served as Chief
Financial Officer of Cookies from 2018 to 2020.
"Our ability to secure this financing reflects the confidence of
our stakeholders in our disciplined approach," said Sabas Carrillo,
Chief Executive Officer of Blum Holdings, Inc. "This capital is a
key component in enabling us to pursue opportunities that align
with our gameplan. Every move we make is part of a long-term
vision. These transactions align Blum with some of the most iconic
brands in and out of the cannabis sector, strengthen our market
position, and enhance opportunities for future growth," continued
Carrillo.
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.
BOVAN ENTERPRISES: Richardo Kilpatrick Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Richardo Kilpatrick,
Esq., at Kilpatrick & Associates, P.C. as Subchapter V trustee for
Bovan Enterprises, LLC.
Mr. Kilpatrick will be paid an hourly fee of $375 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Kilpatrick declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Richardo I. Kilpatrick, Esq.
Kilpatrick & Associates, P.C.
903 N. Opdyke Rd., Ste. C.
Auburn Hills, MI 48326
Phone: (248) 377-0700
Fax: (248) 377-0800
Email: rkilpatrick@kaalaw.com
About Bovan Enterprises
Bovan Enterprises, LLC, doing business as Bovan Floral Group, is a
unified floral business that brings together the legacy of three
renowned flower shops –- Bentley Florist, June's Floral Company,
and Ketzler Florist -- under one roof in Burton, Mich. The company
specializes in a range of floral services, including fresh, silk,
and dried flower arrangements, as well as wedding and sympathy
flowers. It also offers plants, gift baskets, gourmet fruit
baskets, and greeting cards.
Bovan Enterprises filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-30084) on
January 17, 2025, with $113,685 in assets and $1,757,123 in
liabilities. Waneita Bovan, member, signed the petition.
Judge Joel D. Applebaum presides over the case.
Peter T. Mooney, Esq., at Simen, Figura & Parker, P.L.C. represents
the Debtor as legal counsel.
BRIGHT GREEN: Enters RSA for Chapter 11 Reorganization
------------------------------------------------------
Bright Green Corporation announced that on January 21, 2025, it has
entered into a Restructuring Support Agreement with Lynn Stockwell,
a major shareholder of the Company to restructure the Company. To
implement the terms of the RSA, the Company will file, and the Plan
Sponsor will support the Company's Prepackaged Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code for.
Lynn Stockwell, the new Chief Executive Officer and Chairman of the
Board of Directors of the Company, also sponsors other corporations
that plan to participate in the onboarding of drug production and
manufacturing back to the U.S. said, "Simply put, Bright Green
Corporation was in an extraordinary unique position to produce,
manufacture and research legal controlled substances, under
registration and licensing with both state and the federal
government. The company was unable to take advantage of the
opportunity and was compromised financially when globalization
policies were not favorable for research, production and
manufacturing within the United States. In addition, the past
immigration policy made funding from the company's EB-5 program for
investment capital impossible".
Lynn Stockwell continues, "I look forward now to this new
administration's promise to onboard the production and
manufacturing of both the API and prescription drugs back to the
United States creating an opportunity for this well positioned
company and importantly rationalizing regulation for drugs made in
America. This company will move forward to implement its
owner/operator plan for a $3.5 billion investment immediately, that
capital is necessary to build new DEA and FDA compliant mega farms
for the production facilities to produce controlled substances to
supply quality API by contract for the MADE IN AMERICA supply
chain. Each owner/operator will have access to federal loan
guarantees for the new infrastructure that is expected to create
thousands of new jobs and further support this Company's EB-5
program with investment through legal immigration. The Company will
continue its exclusive partnership with Asia Capital Pioneer Group
Inc to help support its EB-5 marketing efforts across Asia."
The proposed Plan for the Bright Green Corporation, its effective
date, generally provides, among other things, for:
(1) the funding of an Exit Facility by the Plan Sponsor;
(2) the payment in full in cash of all allowed administrative
claims and allowed professional fee claims from the proceeds of the
Exit Facility;
(3) the roll-up of a secured note held by the Plan Sponsor into the
Exit Facility and its repayment pursuant to the terms of the Exit
Facility; and
(4) the reorganization of the Company by
(i) repaying creditors of allowed general unsecured claims in
the form of 20% in cash plus 80% in newly issued common stock,
(ii) issuing new common stock in the Company to the existing
holders of common stock after a 1 for 50 reverse stock split, such
that their dilution is limited to the newly issued common stock to
the creditors, and
(iii) retiring, cancelling, extinguishing and/or discharging the
Company's outstanding warrants and other contracts.
To implement the RSA and the Plan, the Company anticipates filing a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court
for the Southern District of Florida in the coming days.
The Company expects its operations to continue as normal throughout
the contemplated Court-supervised process. Upon emergence, the
Company anticipates changing its name to Drugs Made in America
Corp. The new management and Board of Directors for Drugs Made in
America Corp. will be expected to have the necessary experience to
manage controlled substance production and supply contracts for
drug manufacturing, the EB-5 program, franchise management SOPs and
the drug supply chain.
BUTLER TRUCKING: Court OKs Continued Access to Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio issued
a second interim order allowing Butler Trucking, LLC to continue to
use its secured creditors' cash collateral.
The secured creditors are the U.S. Small Business Administration,
Fundation Group, LLC, JasperCap, CashFloit LLC, United First, LLC,
and Asset Funding Source, LLC.
As protection for the use of their cash collateral, the secured
creditors will be granted replacement liens on the company's
property, to the same extent and with the same priority as their
pre-bankruptcy liens.
As additional protection, the SBA will receive monthly payments of
$731 while the other creditors will not receive any payments.
Butler's authority to use the cash collateral terminates if any of
the following events occurs: (i) the confirmation of a Chapter 11
plan; (ii) conversion or dismissal of its Chapter 11 case; (iii)
unauthorized use of the cash collateral; (iv) the company ceasing
operation of its business; (v) termination of the order; (vi) entry
of an order
granting to the SBA or Channel relief from the automatic stay; or
(vii) the time set by the court for a further hearing.
The next hearing is set for March 13.
About Butler Trucking LLC
Butler Trucking LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-32443-jpg) on
December 17, 2024. In the petition signed by Justin Butler,
managing member, the Debtor disclosed up to $100,000 in assets and
up to $1 million in liabilities.
John P Gustafson oversees the case.
The Debtor is represented by:
Eric R. Neuman
Tel: 419-244-8500
Email: eric@drlawllc.com
CALIFORNIA ENVIRONMENTAL: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
On January 27, 2025, California Environmental Systems Inc. filed
Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern
District of California.
According to court filing, the Debtor reports between $10 million
and $50 million in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
About California Environmental Systems Inc.
California Environmental Systems Inc., doing business as CES, Inc.
and CA Enviro Systems, is a full service mechanical contractor
providing plumbing, heating and air conditioning systems
installation and design/build services for the healthcare,
institutional, commercial and industrial sectors throughout the
western United States.
California Environmental Systems Inc. sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No.
25-20329) on January 27, 2025. In its petition, the Debtor reports
estimated assets between $1 million and $10 million and estimated
liabilities between $10 million and $50 million.
Honorable Bankruptcy Judge Ronald H. Sargis handles the case.
The Debtor is represented by:
Gabriel E. Liberman, Esq.
LAW OFFICES OF GABRIEL LIBERMAN, APC
1545 River Park Drive, Ste 530
Sacramento, CA 95815
Tel: 916-485-1111
Fax: 916-485-1111
E-mail: attorney@4851111.com
CAREMAX INC: Bankruptcy Judge Set to Confirm Chapter 11 Plan
------------------------------------------------------------
Emlyn Cameron of Law360 Bankruptcy Authority reports that a Texas
bankruptcy judge stated on January 28 that she would confirm
CareMax's proposed Chapter 11 plan after it makes certain
modifications, emphasizing that the plan's definition of released
parties was "entirely too broad."
About CareMax Inc.
CareMax Inc. is a provider of medical centers for elderly
patients.
CareMax and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-80093) on
November 17, 2024. In its petition, CareMax reported estimated
liabilities between $500 million and $1 billion and estimated
assets between $100 million and $500 million.
Judge Michelle V. Larson oversees the cases.
The Debtors tapped Thomas Robert Califano, Esq., at Sidley Austin,
LLP as bankruptcy counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Piper Sandler & Co. as investment banker.
Stretto, Inc. is the Debtors' claims, noticing and solicitation
agent.
On December 4, 2024, the Office of the United States Trustee
appointed an official committee of unsecured creditors in these
Chapter 11 cases. The committee tapped Pachulski Stang Ziehl &
Jones LLP and Sills Cummis & Gross PC as counsels and M3 Advisory
Partners, LP as financial advisor.
On December 19, 2024, Suzanne Koenig was appointed as the patient
care ombudsman in the Chapter 11 cases. She tapped SAK Management
Services, LLC, doing business as SAK Healthcare, as medical
operations advisor and Ross, Smith & Binford, PC as counsel.
CARNIVAL CORP: S&P Rates New $2BB Senior Unsecured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to Carnival Corp.'s proposed $2 billion senior
unsecured notes due 2033. The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery for noteholders in the event of a payment default. The
company intends to use the proceeds from these notes, along with
cash on hand, to fully redeem its $2.03 billion 10.375% senior
priority notes due 2028 issued by Carnival Holdings (Bermuda), pay
the associated premium and accrued interest, and to cover other
transaction-related fees and expenses.
S&P said, "The transaction is debt for debt and does not affect our
'BB' issuer credit rating or positive outlook on Carnival. We
expect the transaction will reduce the company's interest expense
and improve its cash flow because we assume the interest rate on
the new notes will be lower than the interest rate on the notes it
is repaying, given the improvement in its credit quality since it
issued the notes in October 2022. Furthermore, the transaction will
improve Carnival's maturity profile by extending the maturity of
approximately 25% of its debt due 2028 by five years."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'BB' issue-level rating and '3' recovery
rating to Carnival Corp.'s proposed $2 billion senior unsecured
notes due 2033. The '3' recovery rating indicates its expectation
for meaningful (50%-70%; rounded estimate: 65%) recovery for
noteholders in the event of a payment default.
-- S&P's 'BBB-' issue-level rating and '1' recovery rating on
Carnival's first-lien secured debt are unchanged. The '1' recovery
rating indicates its expectation for very high (90%-100%; rounded
estimate: 95%) recovery for lenders in the event of a default.
-- S&P's 'BB' issue-level rating and '3' recovery rating on
Carnival's other unsecured debt with subsidiary guarantees are
unchanged. The '3' recovery rating indicates its expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery.
-- S&P's 'BB' issue-level rating and '4' recovery rating on
Carnival's unsecured debt without subsidiary guarantees are
unchanged. The '4' recovery rating indicates its expectation for
average (30%-50%; rounded estimate: 45%) recovery.
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default
occurring by 2030 due to a significant decline in the company's
cash flow stemming from a prolonged economic downturn, a
significant health or safety event, escalating geopolitical
conflicts, or increased competitive pressures that lead to a
significant reduction in the demand for cruising.
-- S&P estimates a gross enterprise value (EV) at emergence of
about $24.9 billion by applying a 7x multiple to its estimate of
the company's EBITDA at emergence. This multiple is at the high end
of our range for leisure companies to reflect Carnival's good
position in the cruise industry, which is a small but
underpenetrated segment of the overall travel and vacation
industry.
-- S&P allocates its estimate of gross EV at emergence among
secured and unsecured claims based on its understanding of the
contributions, by asset value, of the parent (Carnival Corp. and
MACROBUTTON OrgId_345477 Carnival PLC), MACROBUTTON OrgId_702899
Carnival Holdings (Bermuda) Ltd., Carnival Holdings (Bermuda) II
Ltd. (the new revolver borrower), and subsidiary guarantors.
S&P said, "We assume that about 53% of our estimate of gross EV at
emergence is available to cover first-priority secured claims,
about 20% is available to cover the unsecured claims at Carnival
Holdings (a subsidiary that owns 12 vessels that previously backed
the priority senior notes), about 20% is at remaining unencumbered
vessels and available to cover the unsecured claims that benefit
from subsidiary guarantees, and about 7% is available to cover
revolver claims at Carnival Holdings II.
"Under our analysis, about $12.3 billion of net EV would be
available to cover its secured claims. After satisfying the
first-priority secured claims, the remaining value we estimate at
about $6.4 billion would be allocated among the claims that benefit
from subsidiary guarantees and those that benefit only from parent
guarantees. This is because we understand a significant portion of
the collateral sits at the subsidiary guarantors. Under our
analysis, about $4.6 billion of net EV at Carnival Holdings that
previously backed the priority senior notes would flow to parent
Carnival Corp. and be available to cover other unsecured claims
guaranteed by the parent. This is because Carnival Holdings is not
a subsidiary guarantor.
"We estimate that about $8.4 billion of the EV at default will be
directly available to unsecured debt benefiting from subsidiary
guarantees. This includes $3.7 billion of residual collateral
value, after satisfying various secured claims, and an additional
$4.6 billion (our estimated value of the remaining unencumbered
vessels after carving out the vessels contributed to Carnival
Holdings and to Carnival Holdings II). The $8.4 billion of total
value only partially covers our estimate of the unsecured debt with
subsidiary guarantees at default. We assume these deficiency claims
rank pari passu with the unsecured debt that only benefit from
parent guarantees.
"We estimate there is about $7.3 billion of residual EV at default
after satisfying other debt claims that will be available to the
unsecured debt that has only parent guarantees. This includes $2.7
billion of residual collateral value, after satisfying various
secured claims, and an additional $4.6 billion that reflects the
value at Carnival Holdings. The total value of $7.3 billion only
partially covers our estimate of those unsecured claims and pari
passu deficiency claims at default.
"A new approximate $3 billion revolving credit facility issued by
Carnival Holdings II replaced Carnival's prior $2.9 billion
revolving credit facility upon its maturity in August 2024. We
assume the facility is 85% drawn at default and its maturity is
extended to the year of default.
"Under our analysis, the value that we attribute to Carnival
Holdings II is not sufficient to cover our estimate of revolving
credit facility claims at default. We assume this deficiency claim
ranks pari passu with the company's unsecured debt with subsidiary
guarantees."
Simplified waterfall
-- Emergence EBITDA: $3.6 billion
-- EBITDA multiple: 7x
-- Gross EV: $24.9 billion
-- Net EV (after 7% administrative expenses): $23.1 billion
-- Value attributable to secured/Carnival Holdings/unsecured
claims/unsecured revolver claims: $12.3 billion/$4.6 billion/$4.6
billion/$1.6 billion
-- Value available to first-lien secured claims: $12.3 billion
-- Estimated first-lien secured claims at default: $5.8 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Residual value available from collateral after satisfying
first-lien secured claims: $6.4 billion
-- Residual value available from collateral for unsecured claims
that benefit from subsidiary guarantees (export credit facilities,
the 2026, 2027, 2029, and 2030 notes, the 2027 convertible notes,
bilateral bank facilities, and the new revolver deficiency claims):
$3.7 billion
-- Residual value available from collateral for unsecured debt
that benefits from parent guarantees: $2.7 billion
-- Value from Carnival Holdings available for unsecured claims
that benefit from parent guarantees: $4.6 billion
-- Value available to unsecured claims that benefit from
subsidiary guarantees: $8.4 billion
-- Pro rata share of parent value: $6.9 billion
-- Total value available to unsecured claims that benefit from
subsidiary guarantees: $15.3 billion
-- Estimated unsecured claims that benefit from subsidiary
guarantees at default: $23.1 billion
--Recovery expectations: 50%-70% (rounded estimate: 65%)
-- Value available to unsecured debt with only parent guarantees:
About $396 million
-- Unsecured claims with only parent guarantees at default: $843
million
--Recovery expectations: 30%-50% (rounded estimate: 45%)
Note: All debt amounts include six months of prepetition interest.
CDF INC: Case Summary & Four Unsecured Creditors
------------------------------------------------
Debtor: CDF, Inc.
PO Box 757
Orange Beach, AL 36561
Business Description: CDF, Inc. owns two properties: one located
at 208 E 46th Street, Tulsa, OK 74105, and
the other at 4227 Woodglen Trace, Orange
Beach, AL 36561. The combined value of
these properties is $480,000.
Chapter 11 Petition Date: January 24, 2025
Court: United States Bankruptcy Court
Southern District of Alabama
Case No.: 25-10197
Judge: Hon. Jerry C Oldshue
Debtor's Counsel: J. Willis Garrett, III, Esq.
GALLOWAY, WETTERMARK & RUTENS, LLP
3263 Cottage Hill Road
Post Office Box 16629
Mobile, AL 36616-0629
Tel: 251-476-4493
Fax: 251-479-5566
Total Assets: $974,177
Total Liabilities: $2,297,454
The petition was signed by Sandra Farley as president.
A full-text copy of the petition, which includes a list of the
Debtor's four unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/QIUJ5BY/CDF_Inc__alsbke-25-10197__0001.0.pdf?mcid=tGE4TAMA
CELESTIAL PRODUCTS: Areya Holder Aurzada Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Areya Holder Aurzada, Esq.,
at Holder Law as Subchapter V trustee for Celestial Products USA,
LLC.
Ms. Aurzada will be paid an hourly fee of $575 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Aurzada declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Areya Holder Aurzada, Esq.
Holder Law
901 Main Street, Ste. 5320
Dallas, TX 75202
Office: 972-438-8800
Mobile: 817-907-4140
About Celestial Products USA
Celestial Products USA, LLC is an online retail business based in
Fort Worth, Texas.
Celestial Products USA sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No.
25-40153) on January 16, 2025. In its petition, the Debtor reported
up to $50,000 in assets and between $1 million and $10 million in
liabilities.
Judge Mark X. Mullin handles the case.
The Debtor is represented by:
Robert Lane, Esq.
The Lane Law Firm, PLLC
6200 Savoy Dr Ste 1150
Houston, TX 77036-3369
Phone: 713-595-8200
Fax: 713-595-8201
Email: chip.lane@lanelaw.com
CENTRAL HOUSEWARES: Seeks Chapter 11 Bankruptcy in Wisconsin
------------------------------------------------------------
On January 27, 2025, Central Housewares, Inc., filed Chapter 11
protection in the U.S. Bankruptcy Court for the Eastern District
of Wisconsin.
According to court filing, the Debtor reports $2,598,182 in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
About Central Housewares Inc.
Central Housewares Inc. is a premier pool and spa retailer in
Wisconsin, offering a wide range of products from top brands like
Doughboy, Embassy, Radiant, and Cornelius. Known for their
durability and stylish designs, these brands provide customers with
high-quality options for above-ground pools and hot tubs. With
locations in Wausau, Stevens Point, Rhinelander, and Appleton,
customers can explore an extensive selection of pools and spas to
fit various preferences and budgets. The Company also carries a
luxurious collection of hot tubs from renowned manufacturers such
as Artesian Spas, Viking Spas, Aspen Spas, and Dream Maker Spas.
These hot tubs feature advanced hydrotherapy technologies,
energy-efficient systems, and customizable settings to deliver a
superior relaxation experience tailored to individual needs.
Central Housewares, Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wis.Case No. 25-20408) on January 27,
2025. In its petition, the Debtor reports total assets of $945,900
and total liabilities of $2,598,182.
Honorable Bankruptcy Judge Katherine M. Perhach handles the
case.
The Debtor is represented by Paul G. Swanson, Esq., at Swanson
Sweet LLP, in Milwaukee, Wisconsin.
CHAMINADE UNIVERSITY: Moody's Ups Issuer & Rev. Bond Ratings to Ba2
-------------------------------------------------------------------
Moody's Ratings has upgraded Chaminade University of Honolulu, HI's
(Chaminade) issuer and revenue bond ratings to Ba2 from Ba3 and
changed the outlook to stable from positive. This action affects
about $19.2 million in outstanding bonds issues through the Hawaii
Department of Budget and Finance. The university had approximately
$23.8 million in total debt outstanding as of June 30, 2024.
The upgrade of the ratings to Ba2 stable from Ba3 positive is
driven by Chaminade's growing financial reserves and liquidity and
stable student demand and operating performance. The university's
favorable management credibility and track record, a governance
consideration under Moody's ESG methodology, is a key driver of
this rating action.
RATINGS RATIONALE
Chaminade's Ba2 issuer rating is driven by the university's fair
brand and strategic positioning as a small private university in
Hawaii with diverse degree offerings including an established
nursing program. The university maintains a small scope of
operations, with $65 million in fiscal 2024 operating revenue.
While operating within a highly competitive market for students,
Chaminade has maintained stable enrollment, with just above 2,000
FTE students, and net tuition revenue growth. The university's
experienced financial management team continues to produce solid
annual operating results, with annual debt service coverage
regularly above 3x. Chaminade's overall wealth remains small and
provides modest coverage of outstanding debt and operating
expenses. Prospects for continued wealth growth are good, however,
given stable operating results and solid fundraising.
The upgrade of the revenue bond rating to Ba2 from Ba3 is driven by
the issuer rating and the unconditional obligation of the
university to pay debt service secured by a pledge of gross
revenues as well as a negative mortgage pledge on the university's
facilities.
RATING OUTLOOK
The stable outlook is driven by Chaminade's generally stable
student demand that will support sound operating performance and
annual debt service coverage above 2x into fiscal 2026 and beyond.
Additionally, financial reserves will continue to grow as a result
of solid operating results and steady fundraising progress.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Further growth of total wealth and liquidity that provides for
greater coverage of outstanding debt and expenses
-- Improvement in brand and strategic positioning, reflected in
sustained growth of enrollment and net tuition revenue and
increased philanthropic support
-- Material strengthening of operating performance, with
consistent double-digit EBIDA margins and retained surpluses
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Deterioration of student demand, with declining enrollment or
net tuition revenue per student
-- Weakening of operating performance, resulting in low
single-digit EBIDA margins and annual debt service coverage below
1.0x
-- Material increase in financial leverage from a decline in
wealth and liquidity or issuance of new debt
LEGAL SECURITY
The bonds are unconditional obligations of the university, secured
by a pledge of gross revenues as well as a negative mortgage pledge
on the university's facilities. There is one financial covenant
associated with series 2015A bonds. The university is required to
maintain debt service coverage of 1.15x, with 5.0x reported for
fiscal 2024. Management anticipates sufficient coverage in fiscal
2025. The bonds are also secured by a cash funded debt service
reserve fund.
PROFILE
Chaminade University of Honolulu is a small private Marianist
Catholic University located in Honolulu. Founded in 1955, it is the
only Catholic university in the State of Hawaii. The university had
2,048 full-time equivalent students in fall 2024 and generated $65
million of operating revenue in fiscal 2024.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education published in July 2024.
CHARLES RIVER: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Charles River
Laboratories International Inc. (CRL) to stable from positive and
affirmed all its ratings on the company, including its 'BB+' issuer
credit rating.
S&P said, "The stable outlook reflects our belief that leverage
will generally remain in the 2x-3x range, occasionally rising
temporarily above 3x following an acquisition. We think CRL has the
capacity to quickly deleverage following an acquisition, given its
solid expected free cash flow and its financial policy and track
record of generally keeping leverage below 3x.
"The outlook revision to stable indicates we no longer expect the
business' organic growth to recover in 2025 and that business
volatility is greater than we anticipated. Charles River provided
its preliminary 2025 outlook, indicating its revenue and EBITDA
will continue to be hindered by constrained spending from global
biopharma clients and demand trends from biotech clients similar to
2024. The Discovery and Safety Assessment (DSA) segment, the
largest segment of the business accounting for about 60% of
consolidated revenue, is experiencing lower study volume leading to
mid- to high-single-digit revenue declines compared to the previous
year. We expect some biopharma recovery, but as book-to-bill
remains below 1x and pricing is challenged, we anticipate this
segment's revenue will report a mid-single digit decline in 2025,
compared with our previous expectations of flat to low-single digit
growth. Additionally, the company's Contract Development and
Manufacturing Organization (CDMO) business will be limited by lower
commercial revenue in 2025 because it expects lower commercial
revenue from one cell therapy client while another cell therapy
client reevaluated its manufacturing network and notified CRL that
it would terminate its commercial agreement.
"We believe the company's focus on pre-clinical trials as rendering
it more volatile than clinical CROs. The company is highly
dependent on the research and development (R&D) budgets of large
pharmaceutical companies and exposed to fluctuating levels of
venture capital investment in pharmaceutical and biotech start-ups.
We believe early stage R&D projects are more sensitive to
macroeconomic factors than the overall pharmaceutical industry and
the broader health care industry. Early stage R&D projects are
risky and can be put on hold or abandoned in an economic downturn.
In the 2008-2009 downturn, CRL's revenue declined 15% and adjusted
EBITDA declined 25% from 2008-2010. Though we expected the business
would be somewhat more resilient to a downturn, benefitting from
the less cyclical DSA business, more than 50% of DSA revenue stems
from biotech clients that depend on a volatile funding environment.
The 20% decline in DSA operating income associated with the 7%
decline in DSA revenue in the nine months ended September 2024
indicates the exposure to weaking demand is compounded by a
fixed-cost structure.
"Our expectation for leverage in the 2x-3x range has not changed.
The company is implementing cost-saving initiatives, including a 6%
reduction in headcount and footprint optimization, expected to
yield $200 million in annualized savings by 2026, which should help
the company to maintain leverage below 3x."
Charles River has prioritized debt repayment over the recent
quarters, repaying over $300 million of revolver borrowings,
bringing leverage down to 2.6x as of the third quarter 2024. The
company's acquisition activity has slowed since 2021 and it has
reduced the size of its revolver to $2 billion. Still, inorganic
growth is also part of the company's strategy, thus our base-case
expectations assume it spends about $500 million per year on
acquisitions in 2025 and 2026, which would still allow the company
to manage its leverage under 3x.
Historically, the company has shown a willingness to temporarily
increase S&P Global Ratings-adjusted leverage above 3x for a few
quarters after a large transaction, followed by a period where the
company reduces leverage back below 3x through a combination of
EBITDA growth and debt repayment.
S&P said, "We view CRL as a leader in the narrow pre-clinical
trials space, with a leading market position, high margins, and
solid long-term demand trends. The company has leading market
positions across its three segments: discovery and safety
assessment (DSA; about 61% of expected 2024 revenues), research
model services (RMS; about 21%), and manufacturing solutions (19%).
The company has worked on more than 80% of the pharmaceutical
products approved over past five years. CRL has a track record of
expanding its market positions organically through its reputation
for quality and global capabilities. Although we expect pricing to
be dependent on industry dynamics (with DSA pricing expected to be
a headwind to revenue for 2025), we believe CRL can generally
charge a price at or above competitors because customers prioritize
quality, timeliness, and reliability over price, especially because
its products and services are low in cost relative to the potential
revenue from the successful development of a new pharmaceutical
product. The company has less customer concentration than other
CROs with no customer accounting for more than 4% of total revenue.
CRL provides critical services in the early stages of the
development of new pharmaceutical products, and most pharmaceutical
companies outsource safety assessment activities. Increasing
complexity of studies is also a tailwind for the business. Finally,
the lack of internal infrastructure among emerging biotech
companies renders them reliant on outsourcing partners like CRL.
"We view industry disruption by AI tools as a tail risk and do not
expect it to dramatically impact the company in the near term.
Large pharmaceutical companies' reprioritizations could be
reflective of lower expected demand for COVID-19 products,
additional considerations given the implementation of the IRA,
and/or biopharma's R&D spending, including investment in AI tools.
Nevertheless, while AI could improve biopharma efficiency, we
believe significant headway is still years away and would impact
the discovery business first, which is less than 10% of revenues of
the total company. Only about 30% of this industry is outsourced
today, and we anticipate the smaller biotech customers will still
need to use CRL's discovery services. We believe safety services
would not be affected dramatically by the increasing use of AI in
R&D.
"In-vivo (in a living organism; primarily mice and rats) testing is
required to predict the safety of pharmaceuticals before being
tested in humans and we don't expect it will be replaced by
in-vitro testing or computer modeling within the next decade. Given
the complexity of a living organism and the risks involved, we do
not think regulators are likely to allow AI modeling or in-vitro
testing to replace animal models soon.
"The stable outlook reflects our belief that leverage will
generally remain in the 2x-3x range, occasionally rising
temporarily above 3x following an acquisition. We think CRL has the
capacity to quickly deleverage following an acquisition, given its
strong expected free cash flow and its financial policy and track
record of generally keeping leverage below 3x.
"We could consider a lower rating if we believe leverage will
remain well above 3x on a sustained basis. This could be the result
of debt-funded acquisitions, or a scenario where demand for
research models and contract research significantly and
unexpectedly weaken for an extended period.
"We could consider an upgrade if CRL's leverage trends toward the
low-2x area and we expect it would remain there."
CKA ENTERPRISES: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: CKA Enterprises LLC
d/b/a Self Made Traning Facility Hollywood
d/b/a Self Made Training Facility Los Angeles
1128 Highland Ave.
Los Angeles, CA 90038
Business Description: CKA Enterprises LLC DBA Self Made Traning
Facility, located in Hollywood, California,
is an elite private gym that caters to
personal trainers and their athletes. This
state-of-the-art facility provides personal
trainers with the mentorship and resources
they need. They provide one-on-
one training sessions and small group
training classes to help their clients reach
their fitness goals. The trainers use a
variety of techniques, such as strength
training, cardio training, and functional
movement, to help their clients achieve
optimal results. In addition to the
training services, Hollywood Self Made
Training Facility also offers a variety of
amenities to help personal trainers and
their clients succeed. The facility
features a fully equipped gym, including
free weights, cardio machines, and
resistance training equipment. There is
also a stretching and recovery area, as well
as a sauna and massage therapy. The
trainers also have access to private office
space, where they can meet with clients and
create custom training plans.
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
Central District of California
Case No.: 25-10599
Judge: Hon. Vincent P Zurzolo
Debtor's Counsel: Kevin Tang, Esq.
TANG & ASSOCIATES
17011 Beach Blvd Suite 900
Huntington Beach, CA 92647
Tel: 714-594-7022
Fax: 714-421-4439
E-mail: kevin@tang-associates.com
Total Assets: $221,465
Total Liabilities: $1,181,797
The petition was signed by Christopher Alcala as CEO.
A full-text copy of the petition, which includes a list of the
Debtor's two unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/66WOASQ/CKA_Enterprises_LLC__cacbke-25-10599__0001.0.pdf?mcid=tGE4TAMA
CKA ENTERPRISES: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
On January 28, 2025, CKA Enterprises LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Central District
of California.
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 CKA Enterprises LLC
CKA Enterprises LLC operating as Self Made Training Facility
Hollywood, is a 25,000 square foot private training facility
located in Los Angeles that provides specialized gym space and
services for personal trainers and their clients. The facility is
part of the Self Made Training Facility franchise network.
CKA Enterprises LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal.Case No. 25-10599) on January 28,
2025. In its petition, the Debtor reports estimated assets between
$100,000 and $500,000 and estimated liabilities between $1 million
and $10 million.
Honorable Bankruptcy Judge Vincent P. Zurzolo handles the case.
The Debtor is represented by Kevin Tang, Esq., at Tang &
Associates, in Huntington Beach, California.
CLEAR CHANNEL: Moody's Affirms 'Caa1' CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Ratings affirms the ratings of Clear Channel Outdoor
Holdings, Inc., including its Caa1 Corporate Family Rating, Caa1-PD
Probability of Default Rating, B2 senior secured notes ratings, B2
senior secured bank credit facilities ratings and Caa3 senior
unsecured notes ratings, following the announcement of the
company's pending sale of the businesses constituting their
Europe-North segment. The Speculative Grade Liquidity Rating (SGL)
remains unchanged at SGL-3. Moody's also affirmed Clear Channel
International B.V.'s (CCIBV) B3 senior secured first lien bank
credit facilities ratings. The outlook for both issuers remains
stable.
RATINGS RATIONALE
Clear Channel's Caa1 CFR reflects stubbornly high leverage (10.7x
as of LTM Q3'24, on a Moody's adjusted basis, excluding the impact
of lease adjustments), high debt levels, and negative free cash
flows. Moody's expect leverage will improve modestly going forward
as a result of moderate EBITDA growth attributed to the America and
Airports segments, but will remain very high. Clear Channel entered
into an agreement to sell their Europe-North segment to Bauer Radio
Limited, a subsidiary of Bauer Media Group. The purchase price of
the transaction is $625 million in cash which is a 6.5x multiple of
the Europe-North segment results. The expected close is in 2025
after customary regulatory approvals are met.
Moody's expect that the transaction will help alleviate some of the
company's approximately $5.65 billion debt burden by fully
prepaying the outstanding $375 million dollar term loans
outstanding at CCIBV. The transaction could also help to shore up
Clear Channel's liquidity. The nearest debt maturity is the $1,250m
senior secured notes due in August 2027. Reducing the term loans at
CCIBV will result in $28 million in annual interest savings.
Moody's expect the company to use the rest of the proceeds to pay
down other debt, although they have the ability to reinvest
remaining proceeds into the business. It is difficult to estimate
which debt (secured versus unsecured) will be repaid due to good
current trading prices, which could result in some debt holders
declining the offer to repay some of the debt at close to par. The
reduction in debt will help to mitigate some of the high interest
burden that the company faces.
Clear Channel is currently highly-levered with LTM leverage of
10.7x (excluding the impact of lease adjustments). Pro-forma for
the transaction and assuming the proceeds are fully utilized to
repay debt, current leverage will increase to nearly 12x since the
sale price of $625 million is only a 6.5x multiple of the
Europe-North segment results ($97 mm as of LTM Q3'2024). The
company's geographic and revenue diversification will suffer as a
result of the sale, as Europe-North accounted for 30% of LTM
Q3'2024 revenue and 18% of EBITDA. The company's advertising
footprint will decline as well as Europe-North contained over 250
thousand displays as of fiscal year end 2023. But the company's
international assets generate lower margins and have been more
challenging to manage. Overall, Moody's view the transaction as
credit neutral. Depending on whether debt in addition to the CCIBV
term loan is repaid, the individual security ratings might be
impacted.
Clear Channel benefits from its market position as one of the
largest outdoor advertising companies in the world with diversified
operations. The company depends upon the global economy and outdoor
advertising spending as a percentage of overall ad budgets. The
ability to convert traditional static billboards to digital
provides growth opportunities which Moody's expect will lead to
higher revenue and EBITDA with appeal to a broader range of
advertisers. However, conversion requires capital and those capital
expenditures have led to negative cash flows for the company given
the high interest burden. Moody's believes that outdoor advertising
is resilient as it is not likely to suffer from disintermediation
as other traditional media outlets have experienced and will
benefit from restrictions of the supply of additional billboards
(particularly in the US), which helps support advertising rates and
high asset valuations.
The Speculative Grade Liquidity Rating (SGL) rating of SGL-3
reflects Moody's expectation that Clear Channel will maintain
adequate liquidity. Cash on the balance sheet was $201 million as
of 09/30/2024, while the $115.8 million revolving credit facility
had $43.2 million in letters of credit (L/C) outstanding, resulting
in $72.6 million of availability. The $156.8 million
receivables-based credit facility had $54.9 million of letters of
credit outstanding. The receivables facility availability varies
depending on the asset base available to borrow against. Based upon
the eligible accounts receivable of the borrower and the subsidiary
borrowers and after considering the letters of credit outstanding,
the available eligible balance as of 09/30/2024 was $101.9 million.
Both the revolver and A/R facility expire in 08/2026, though
Moody's expect the company to extend these facilities before they
become current. The sale of some of the company's international
assets in 2025 and repayment of debt with the proceeds will help to
partially offset negative cash flows going forward as interest
costs and capex will likely decline moderately. Free Cash Flow
(FCF) was negative $42 million as of LTM Q3'2024. As mentioned
above, additional sales of non-core assets are possible going
forward, however, Moody's do not anticipate that these would have a
material impact on leverage as these sales will likely be small in
nature and will be at multiples lower than current leverage (i.e
Spain, Latam). Pro-Forma for the sale of Europe-North assets and
the repayment of the CCIBV Term Loans, the nearest maturity is the
company's 5.125% senior secured notes due 08/2027.
The revolver is subject to a first lien net leverage ratio of 7.1x
if the sum of revolver draws and letters of credit exceed $10
million. If the total leverage ratio is equal to or less than 6.5x,
the revolver will only be subject to the first lien net leverage
ratio when greater than 35% is drawn. As of Q3'24, Clear Channel
was in compliance (around 30% buffer), as their First Lien Leverage
Ratio was 5.34x. Moody's project Clear Channel will remain in
compliance with first lien net leverage ratio over the next twelve
months.
The stable outlook reflects Moody's expectation that pro-forma
leverage of almost 12x represents peak leverage for the company and
Moody's believe it will decrease to the low 11x in fiscal year 2025
and between .75x and 1.0x each year thereafter. Deleveraging will
be the result of debt reduction driven by lower interest expense on
a lower debt balance and EBITDA growth in the America and Airports
segment. Over the near-term, the newly penned MTA contract should
help to grow both revenue and EBITDA. Moody's project that the
company will be able to grow both in the mid-single digits. Moody's
expects Clear Channel will have adequate liquidity, despite
negative cash flow persisting in fiscal year 2025, with ample
access to external funding, through their Revolving Credit Facility
and Accounts Receivables Facility. The high leverage and low CFR
reflects the future risk of distressed exchanges as maturities come
into focus.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade is not expected in the near term for Clear
Channel given the very high leverage levels. However, an upgrade
could occur if leverage decreased below 7.5x with positive free
cash flow in the mid-single digits and EBITDA minus capex to
interest coverage ratio of at least 1.5x. An adequate liquidity
profile with a sufficient cushion of compliance with financial
covenants would also be required.
The ratings could be downgraded further if Moody's assessment of
the probability of default increases or recovery in a default
scenario declines.
Clear Channel Outdoor Holdings, Inc. (Clear Channel), headquartered
in San Antonio, Texas, is a leading global outdoor advertising
company with operations concentrated in the US and Europe which
generated revenue of about $2.23 billion as of LTM Q3'2024.
The principal methodology used in these ratings was Media published
in June 2021.
CONTAINER STORE: Emerges from Chapter 11, Secures $40M Financing
----------------------------------------------------------------
The Container Store Group, Inc., the nation's leading retailer of
organizing solutions, custom spaces, and in-home services,
announced on January 28, 2025, that the Company has successfully
completed its financial restructuring process and emerged from
Chapter 11 bankruptcy protection. The Company has implemented its
Plan of Reorganization, confirmed by the U.S. Bankruptcy Court on
January 24, 2025.
The Company achieved the objectives it set for this process,
including refinancing short-term debt, significantly reducing
previous long-term debt obligations, accessing $40 million in new
financing, and modifying its asset-backed lending facility to add
$40 million in upsized capacity. Additionally, the Company
continued to operate as usual, meeting its obligations to vendors,
employees, and customers throughout the process. The Container
Store is now a private company, under the ownership of its
supportive lenders, with a healthier balance sheet that positions
the Company for profitable growth.
"This is a new chapter in our journey as a healthier company well
positioned to drive strategic growth initiatives forward. With our
restructuring process now behind us, we have renewed energy and
excitement to deliver for our customers," said Satish Malhotra,
Chief Executive Officer and President of The Container Store. "We
are focused on optimizing our business, enhancing our portfolio of
organizing solutions and services, and continuously improving the
customer experience. I am grateful to our employees and vendor
partners for their dedication throughout this process, to our
valued customers for their support, and to our new owners for their
belief in our business."
The Container Store has created a dedicated website for
stakeholders to get information at
www.futureforcontainerstore.com.
Additional information on the Company's Chapter 11 case can be
found at www.veritaglobal.net/thecontainerstore or contact Verita,
the Company's noticing and claims agent, at (888) 251-3046 (for
toll-free U.S. and Canada calls) or (310) 751-2615 (for tolled
international calls).
About Container Store Group Inc.
Container Store Group Inc. is a company renowned for for selling
closet organizers and storage solutions.
Container Store Group Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex.) on December 22, 2024. In
its petition, the Debtor reports assets and liabilities between
$100 million and $500 million.
Judge: Hon. Alfredo R Perez
Debtors' Legal Counsel is Timothy A. ("Tad") Davidson II, Esq.,
Ashley L. Harper, Esq., and Philip M. Guffy, Esq., at HUNTON
ANDREWS KURTH LLP, in Houston, Texas.
Debtors' Legal Counsel is George A. Davis, Esq., Hugh Murtagh,
Esq., Tianjiao (TJ) Li, Esq., and Jonathan J. Weichselbaum, Esq.,
at LATHAM & WATKINS LLP, in New York, and Ted A. Dillman, Esq., in
LATHAM & WATKINS LLP, in Los Angeles, California.
Debtors' Investment Banker is HOULIHAN LOKEY CAPITAL, INC.
Debtors' Claims, Noticing & Solicitation Agent is VERITA GLOBAL
(Previously KURTZMAN CARSON CONSULTANTS LLC).
CORSA COAL: Has Court OK for Sale Date, Morgan Stanley Account Use
------------------------------------------------------------------
Hilary Russ of Law360 Bankruptcy Authority reports that on January
25 Corsa Coal Corp., the bankrupt coal miner, was granted court
approval to extend its asset sale process by two weeks, after
assuring the court that its debtor-in-possession financing would
cover the Chapter 11 case until a transaction is completed in March
2025.
About Corsa Coal
Corsa Coal is a coal mining company focused on the production and
sales of metallurgical coal, an essential ingredient in the
production of steel. Its core business is producing and selling
metallurgical coal to domestic and international steel and coke
producers in the Atlantic and Pacific basin markets.
Corsa Coal sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Pa. Case No. 25-70003) on January 6, 2025. In its
petition, the Debtor reports estimated assets between $50,000 and
$100,000 and estimated liabilities between $100,000 and $500,000.
Honorable Bankruptcy Judge Jeffery A. Deller handles the case.
Michael J. Roeschenthaler of Raines Feldman Littrell LLP represents
the Debtor as counsel.
CRUCIBLE INDUSTRIES: Court Approves Feb. 4 Auction for Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Norther District of New York
approved the bidding procedures for the sale of substantially all
of the assets of Crucible Industries LLC, subject to better and
higher offer, free and clear of liens, claims, encumbrances, and
interests.
Pursuant to the bidding procedures, if the Debtor receives
qualified bids, an auction for the assets will be held on Feb. 4,
2025, at 10:00 a.m. (Prevailing Eastern Time) at the offices of
Bond, Schoeneck & King PLLC, One Lincoln Center, Syracuse, New
York, or at such other place and time as the Debtor will notify all
qualified bidders who have submitted qualified bids.
The deadline to submit bids for the Debtor's assets must be filed
no later than 12:00 noon (Prevailing Eastern Time) on Jan. 30,
2025. A hearing to approve the sale will take place before the
Hon. Wendy A. Kinsella, Chief Bankruptcy Judge, or such other judge
as may be sitting in her stead at the U.S. Bankruptcy Court for the
Northern District of New York, James Hanley Federal Building, 100
South Clinton Street, Syracuse, New York. The hearing may also be
accessed telephonically by dialing (315) 691-0477 and entering
conference ID: 932081324# on Feb. 6, 2025, at 1:00 p.m. (prevailing
Eastern Time). Objections to the sale, if any, must be filed
before or on is on Jan. 30, 2025, at 4:00 p.m.
About Crucible Industries
Crucible Industries, LLC is a New York-based company that
manufactures and exports steel products.
Crucible Industries filed a Chapter 11 petition (Bankr. N.D.N.Y.
Case No. 24-31059) on Dec. 12, 2024. In its petition, the Debtor
reported $10 million to $50 million in both assets and
Liabilities.
Judge Wendy A. Kinsella oversees the case.
Charles J. Sullivan, Esq., at of Bond, Schoeneck & King, PLLC, is
the Debtor's legal counsel.
CVS HEALTH: Fitch Lowers Rating on Jr. Subordinated Notes to 'BB+'
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Long-Term Issuer Default
Ratings (IDRs) on CVS Health Corporation (CVS) and its subsidiary,
Aetna Inc., as well as the 'BBB' ratings on Aetna's senior
unsecured notes. Additionally, Fitch has affirmed CVS's 'F2'
Short-Term IDR and Commercial Paper rating. The Rating Outlook for
CVS's and Aetna's Long-Term IDRs is Negative.
To correct an error, Fitch has downgraded CVS's junior subordinated
debt to 'BB+' from 'BBB-' to align the rating more closely with
similar instruments of other issuers. While Fitch's Corporates
Hybrids Treatment and Notching Criteria allows for modified
notching, the decision to downgrade it was made following a
committee review to ensure consistency, and has therefore been
categorized as an error due to the procedural requirement of
convening a committee.
Fitch anticipates that resolving the Rating Outlook to Stable could
take 12 to 24 months, as Fitch expects the Health Care Benefits
(HCB) segment's margin recovery to take several years. A downgrade
might occur if upcoming quarters show the issuer is unlikely to
meet Fitch's forecasts with leverage at or below 3.75x by the end
of 2026, due to lower EBITDA or insufficient debt repayment.
The Negative Outlook also considers the potential for legislative
changes affecting segment economics and the viability of coexisting
pharmacy and benefits segments. Fitch's forecasts do not assume
such changes, but any material legislative shifts may prompt a
review of their effects and the issuer's response in capital
deployment.
Key Rating Drivers
Integrated Business Model, Strategic Assets: CVS has an integrated
healthcare model that combines pharmacy services, retail health
clinics and health insurance to provide a comprehensive range of
healthcare solutions. The company's nationwide presence enables
effective negotiation with suppliers and competitive pricing for
customers. CVS aims to enhance customer experience and retention by
emphasizing innovation, technology and personalized healthcare
services, and retention, which should support sales volumes and
profit margins over the long term.
Restoring Margins and Profitable Growth: Implementation of an
effective recovery plan for the HCB segment will be critical for
CVS to restore margins, profitable growth and lower leverage. Fitch
expects a gradual return to profitability over fiscal 2025 and 2026
led by Medicare Advantage (MA) Stars performance, a focus on
pricing over membership and expense reductions. Fitch believes CVS
has a credible strategy for leveraging enterprise assets to address
cost and quality challenges, which is an increasingly important
issue shaping consumer perceptions about the healthcare system.
Deleveraging Strategy: CVS is focusing on reducing leverage in 2025
through earnings growth and by paying debt maturities funded in
part by suspending share repurchases in the latter part of fiscal
2024 through 2025 and maintaining the current shareholder dividend
payments without growth. Fitch expects debt to rise in fiscal 2024
to fund capital contributions to Aetna's insurance operations.
However, the deleveraging strategy along with actions to enhance
profitability should reduce the Fitch-calculated EBITDAR leverage
ratio for CVS to about 3.75x or below by the end of 2026.
Retail Pharmacy Challenges: The retail pharmacy market is facing
several challenges, including store closures, ongoing reimbursement
pressure, consumer value shifts, labor shortages and new
competitive business models. Over the near-to-medium term, Fitch
believes margin growth is possible through the CVS's CostVantage
programs to increase transparency, reduce complexity and create
more predictability in drug reimbursements to pharmacies. However,
the pace of this potential growth remains unclear.
Anti-PBM Headwinds: CVS is attempting to combat anti-Pharmacy
Benefit Manager (PBM) sentiment and regulatory challenges by
mobilizing legal, public affairs and advocacy strategies to
highlight the value it believes CVS Caremark adds to the healthcare
ecosystem. Fitch believes its PBM will remain a key engine of
profitability for CVS despite these headwinds, unless new
legislation materially shifts PBM economics. CVS's ratings may be
constrained or face negative action until the timing and effects of
any legislation become certain, depending on how the company
mitigates potential risks.
Business and Regulatory Headwinds: CVS faces pressure from elevated
utilization of its MA programs, medical costs and uncertainties in
premium rate updates in Medicaid. Risk adjustments in the
individual exchange business could affect financial estimates.
Regulatory changes and marketplace dynamics limit pricing
flexibility, constraining differential pricing for plan sponsors.
Consumer behavior shifts and GLP-1 supply disruptions may influence
financial results. While restructuring may improve efficiency and
reduce costs, the Negative Outlook reflects these challenges.
Parental Support: Fitch links the ratings of CVS and Aetna, Inc.
according to its "Parent Subsidiary Linkage Criteria" using the
Stronger Subsidiary Path. The linkage reflects open legal
ring-fencing at Aetna, Inc. and open access and control. CVS's
assumption of Aetna, Inc.'s debt supports treating the two issuers
as linked.
Derivation Summary
CVS Health is a leading health solutions company with over 9,000
retail locations and numerous medical clinics, serving millions
through its pharmacy, insurance, and senior care services.
Competing in its three reportable segments, CVS faces rivals like
UnitedHealth Group Incorporated, The Cigna Group, Humana Inc.,
Elevance Health, Inc., Walgreens, Amazon Pharmacy, Rite Aid, Kroger
Health, and Costco Pharmacy.
When comparing CVS's ratings with other insurance holding
companies, UnitedHealth Group, Cigna, Humana, and Elevance show a
clear hierarchy based on leverage and profitability. UnitedHealth
Group (A/Stable) sits at the top given its substantial market
leadership, complementary business mix, and robust financial
health. The high rating reflects its relatively low leverage and
solid profitability profile, supported by its significant size and
market presence.
In contrast, Cigna (BBB+/Stable) has comparatively higher leverage,
but solid operating results compared to CVS.
Humana (BBB+/Negative) has a similar financial profile, although
its Outlook is Negative. Like CVS, Humana has reported
comparatively weaker performance in FY 2024 within its MA business,
which dominates its business mix.
Elevance (A-/Stable) is similar to UnitedHealth Group. Its rating
reflects its top tier competitive position consisting of sizable
operating scale and leading market shares in most of the areas in
which it is licensed to use the Blue-Cross/Blue-Shield brand.
Although its leverage or profitability metrics are not as favorable
as UnitedHealth Group's, its metrics are stronger compared to CVS.
The difference in these ratings highlights the varying degrees of
financial flexibility and market strength among these leading
healthcare players.
Compared to other retail pharmacy companies like Walgreens, Amazon
Pharmacy, Rite Aid, Kroger Health, and Costco Pharmacy, CVS's
integrated approach and diversified revenue streams provide a
distinct advantage in market share and service delivery,
reinforcing its position as a formidable competitor.
Key Assumptions
- Revenue: Consolidated CAGR of 4.5% over the forecast period
(fiscal year-end 2027);
- EBITDAR: Consolidated EBITDAR margins of approximately 4.5%-5.0%
of revenue, driven primarily by slow, but steady recovery in the
HCB segment, stable contributions from both Pharmacy Services and
Healthcare Services, and cost reductions;
- Opioids: $500 million annually deducted from EBITDAR for opioid
settlement payments offset by a similar amount of assumed stock
compensation expense added back to EBITDAR;
- Effective interest expense: Approximately 4.5%-5.0% over the
forecast period;
- Shareholder dividends: Expected to remain approximately flat over
the forecast period;
- Share Repurchases: Suspended until leverage remains below 3.75x
on a sustained basis;
- Capital Deployment: Fitch forecasts EBITDAR leverage rising to
about 5.0x in FY 2024 and then gradually declining to about 3.4x
over the forecast period;
- Capital Requirements: Aetna's insurance and HMO subsidiaries
maintain RBC ratios in excess of 250% of company action level.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Ineffective execution on financial and operational commitments
leading to declining profitability and cash flow available for debt
reduction;
- Expectation that the adjusted EBITDAR leverage ratio will be
sustained above 3.75x and the (cash flow-capex)/debt percentage
will remain below 12.5%;
- Material changes in laws and regulations governing the U.S.
health care system that would be expected to adversely affect the
demand and profitability of CVS's products and services.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Significant progress on 2025 financial and operational
commitments, demonstrated by improving profitability at Aetna,
prioritizing cash deployment on debt reduction, retaining key
management roles, and advancing cost savings initiatives;
- Expectation that the adjusted EBITDAR leverage ratio will be
sustained below 3.25x and the (cash flow-capex)/debt percentage
will be sustained above 17.5%;
- Effective mitigation of key regulatory, legislative or market
pressures that may compress operating margins.
Liquidity and Debt Structure
- CVS typically funds its operations through internally generated
cash flow, commercial paper and other borrowings under various
lines of credit. As of Sept. 30, 2024, CVS had approximately $6.9
billion in cash and cash equivalents of which approximately $1.2
billion was held by the parent company or non-restricted
subsidiaries;
- CVS maintains flexible and ample liquidity, supported by CFO
(between $7 billion and $11 billion over the forecast period) and
$7.5 billion of revolving credit facilities that have staggered
expiration dates. Fitch expects CVS will prioritize CFO to reduce
debt over the rating horizon, keep dividends flat with 2024 levels
and suspend share repurchases, reducing financial leverage steadily
over the forecast period;
- CVS maintains a commercial paper program and three five-year
unsecured back-up revolving credit facilities of $2.5 billion each
that expire on May 11, 2027, May 16, 2028 and May 16, 2029. As of
Sept. 30, 2024, CVS had $800 million of commercial paper
outstanding, but no borrowings were outstanding under the back-up
credit facilities.
- CVS's 'F2' Short-Term IDR is primarily supported by its 'bbb+'
financial flexibility and 'bbb-' financial structure scores, with a
liquidity sub-factor score of 'a'. Fitch has assigned the higher
Short-Term IDR option based on these scores. CVS's Short-Term IDR
is also supported by its committed revolving credit facilities.
Issuer Profile
CVS is a leading health solutions company with over 9,000 retail
locations and medical clinics, serving millions through its
pharmacy, insurance and senior care services. It focuses on
expanding personalized, technology-driven care to improve health
outcomes and reduce costs.
Summary of Financial Adjustments
Fitch has adjusted historical and reported EBITDA and EBITDAR to
reflect the following: Standard lease accounting adjustments,
deconsolidation of the HCB segment EBITDA contribution and
replacement with an estimate of sustainable cash dividends, removal
of charges for stock compensation expense, opioid-related charges,
restructuring charges, acquisition-related costs, office real
estate optimization charges, loss on sale of assets, and net
realized capital gains and losses.
In addition, Fitch has charged EBITDA and EBITDAR for $500 million
for estimated opioid related payments in FY 2022 and 2023 and all
forecast periods: 2024-2027.
Fitch has assigned 50% equity credit to the recent issuance of
junior subordinated notes using its Corporate Hybrids Treatment and
Notching Criteria. The principal drivers of the equity credit
include the following terms: 1) long-dated maturities; 2) ability
to defer interest payments for up to 10 years; 3) subordinated to
senior debt; and 4) non-callable for 5.25 (Series A Notes) and 10
years (Series B Notes), respectively. All of these terms provide
for significant loss-absorption for senior debt and financial
flexibility to CVS. Since the coupon deferrals are cumulative, this
feature limits the equity credit to 50%.
The subordinated notes qualify for 50% equity credit and, thus, are
rated two notches below CVS's Long-Term IDR and senior unsecured
instrument rating of 'BBB'.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
CVS has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy & Data Security due to its exposure to loss
contingencies related to opioid litigation and its vulnerability to
direct and indirectcyber-risk, such as the Change Healthcare
cyberattack, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.
CVS has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to pressure to contain healthcare spending, a highly
sensitive political environment, and social pressure to contain the
costs of prescriptiondrugs, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
Entity/Debt Rating Prior
----------- ------ -----
Aetna Inc. LT IDR BBB Affirmed BBB
senior unsecured LT BBB Affirmed BBB
CVS Health
Corporation LT IDR BBB Affirmed BBB
ST IDR F2 Affirmed F2
senior unsecured LT BBB Affirmed BBB
junior
subordinated LT BB+ Downgrade BBB-
senior unsecured ST F2 Affirmed F2
CXOSYNC LLC: Court Extends Cash Collateral Access to Feb. 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended CXOsync, LLC's authority to use cash collateral from Jan.
17 to Feb. 21.
The interim order authorized the company to use the cash collateral
of the Internal Revenue Service and the U.S. Small Business
Administration in accordance with its budget, which shows total
operating expenses of $129,793 for the interim period.
The IRS and the SBA were granted protection for their secured
interests in substantially all of CXOsync's assets in the form of
replacement liens, to the same extent and with the same priority
and validity as their pre-bankruptcy liens.
A status hearing is scheduled for Feb. 19.
About CXOsync LLC
CXOsync, LLC is a corporate event planner which presents events and
workshops geared toward CIOs, CISOs, CMOs, and CFOs of businesses.
It hosts live and virtual events to gather CXOs from the world's
largest corporations and brands.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Banker. N.D. Ill. Case No. 24-08351) on June 5,
2024, with $128,315 in assets and $6,030,532 in liabilities. Rupen
Patel, managing member, signed the petition.
Judge Janet S. Baer presides over the case.
The Debtor is represented by:
Ben L Schneider, Esq.
Schneider & Stone
Tel: 847-933-0300
Email: ben@windycitylawgroup.com
DALRADA FINANCIAL: Moved to OTC Expert Market Over Late 10-K Filing
-------------------------------------------------------------------
Dalrada Financial Corporation disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that its OTC
Markets status changed to the "Expert Market" on OTCMarkets.com as
of January 15, 2025. The reason for the change is the time frame
for the filing of the Company's Annual Report on Form 10-K for its
fiscal year ended June 30, 2024.
On January 13, 2024, due to a change in auditors, Dalrada filed its
10-K Company's GAAP-based financial statements for the period
ending June 30, 2024 late, without a report of its independent
registered public accounting firm. The financial statements
contained in that Annual Report on Form 10-K met the Alternative
Reporting Standards of the OTC Markets Group Inc. and it was
believed by management to fairly present the financial statements
of the Company as at June 30, 2024 for the 12 months then ended.
However, the filing was deficient as an annual report filed under
Section 13 of the Securities Exchange Act of 1934 because such
financial statements do not contain a report of the Company's PCAOB
registered independent public accounting firm. As of January 13,
2024, that accounting firm had not completed its audit procedures
in respect of the Company's financial statements for the fiscal
year ended June 30, 2024; hence, no report was included in that
10-K filing.
The Company plans to remedy this deficiency through the filing of
an amended Annual Report on Form 10-K as promptly as possible,
which will include an audit report and a footnote to the Company's
financial statements that will explain in tabular form any
variances between the initial filing and the amended filing.
About Dalrada
Dalrada Financial Corporation has five business divisions: Genefic,
Dalrada Climate Technology, Dalrada Precision Manufacturing,
Dalrada Technologies, and Dalrada Corporate. Within each of these
divisions, the Company drives transformative innovation while
creating solutions that are sustainable, accessible, and
affordable. Dalrada's global solutions directly address climate
change, gaps in the health care industry, and technology needs that
facilitate a new era of human behavior and interaction and ensure a
bright future for the world around us.
According to Dalrada, CM3 Advisory's report contained a statement
that the Company's net loss and limited working capital raise
substantial doubt about its ability to continue as a going concern.
Its independent registered public accountants have stated in their
report that the Company's significant operating losses and working
capital deficit raise substantial doubt about its ability to
continue as a going concern. The Company incurred a net loss of
$23,250,181 and 20,627,896, respectively, for the years ended June
30, 2024 and 2023.
Dalrada also disclosed $27,604,808 in total assets, $19,166,203 in
total liabilities, and $8,438,605 in total stockholders' equity at
June 30, 2024.
DECORATIVE PLUMBING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Decorative Plumbing Distributors, LLC
41841 Albrae St.
Fremont, CA 94538
Business Description: Located in San Carlos, CA, Decorative
Plumbing offers a wide selection of
plumbing products for kitchens and baths,
including sinks, faucets, bathtubs, shower
systems, toilets, and more. With a
dedicated showroom and expert specialists,
they help customers coordinate their home
design projects.
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
Northern District of California
Case No.: 25-40140
Judge: Hon. Charles Novack
Debtor's Counsel: Chris Kuhner, Esq.
KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C.
1970 Broadway, Ste 600
Oakland, CA 94612
Tel: 510-763-1000
Fax: 510-273-8669
Total Assets: $6,227,662
Total Liabilities: $11,524,261
The petition was signed by Anne Butler as chief executive officer.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/3VA24SI/Decorative_Plumbing_Distributors__canbke-25-40140__0001.0.pdf?mcid=tGE4TAMA
E.W. SCRIPPS: Hires Perella to Help with Looming Debt Maturities
----------------------------------------------------------------
Reshmi Basu and Dorothy Ma of Bloomberg News reports that E.W.
Scripps is consulting with Perella Weinberg Partners on its capital
structure as debt maturities loom for the television station
operator, according to sources familiar with the situation.
According to the report, the company is facing growing pressure on
its credit ratings due to refinancing risks.
As of September 30, 2024, Scripps had more than $2.7 billion in
outstanding debt, with several debt maturities beginning in 2026,
the report related. This includes a $585 million revolving credit
facility and a roughly $723 million term loan due in 2026, followed
by around $426 million in unsecured notes due in 2027, the report
said.
About E.W. Scripps
The E. W. Scripps Company is an American broadcasting company
founded in 1878 as a chain of daily newspapers by Edward Willis "E.
W." Scripps.
* * *
The Troubled Company Reporter reported on Jan. 10, 2025, that S&P
Global Ratings placed all of S&P's ratings on E.W. Scripps Co.,
including the 'B-' issuer credit rating, on CreditWatch with
negative implications.
EASTSIDE DISTILLING: Raises $350K in Series G and Warrant Offering
------------------------------------------------------------------
Eastside Distilling, 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 accredited
investors pursuant to which the Company sold units comprised of a
total of 686,276 shares of Series G Convertible Preferred Stock and
five-year Warrants to purchase a total of 343,138 shares of the
Company's Common Stock for total gross proceeds of $350,000.
The offers and sales are part of the Company's offering of up to a
total of up to 9,878,040 shares of Series G and Warrants to
purchase up to 4,939,020 shares of Common Stock for total gross
proceeds of up to $5,037,800, which offering was increased from its
original amount of up to $3,037,800 following approval by the
Company's Board of Directors on January 17, 2025. Since the
offering of Series G shares and Warrants originally commenced on
November 26, 2024, the Company has sold to accredited investors a
total of 5,850,183 shares of Series G and Warrants to purchase
2,925,091 shares of Common Stock for total gross proceeds of
$2,983,593. The Company intends to use the net proceeds, after
deducting offering expenses and related costs, for working capital
and general corporate purposes.
In connection, the Company entered into a Securities Purchase
Agreement and Registration Rights Agreement with the investors. The
terms of the Securities Purchase Agreement, Series G, Warrants, and
related Registration Rights Agreement were previously disclosed in
the Current Report on Form 8-K filed on December 3, 2024.
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.
Series G Issuance to Consultant
On January 21, 2025, the Company issued a consultant 264,796 shares
of Series G as payment for past services and may issue the
consultant $10,000 per month of Series G or Common Stock (subject
to shareholder approval) in lieu of cash payments.
On the same date, the Company filed with the Nevada Secretary of
State a Certificate of Amendment to the Series G Certificate of
Designations increasing the authorized shares of Series G from
6,000,000 shares to 11,000,000 shares.
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 former
auditor, 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.
ELLIE LANE CAPITAL: Gets OK to Use Cash Collateral Until June 30
----------------------------------------------------------------
Ellie Lane Capital, LLC received interim approval from the U.S.
Bankruptcy Court for the Southern District of California to use
cash collateral until June 30 in accordance with its projected
budget.
The creditor, First Bank of the Lake, will receive adequate
protection in the form of a replacement lien on all of the
company's post-petition assets or interests in assets acquired on
or after the petition date.
As additional protection, the bank will receive $2,500 this month
and a monthly payment of $2,000 starting February.
If the company defaults on any of the conditions of the order,
First Bank of the Lake may provide written notice of such default
and if the default is not cured within 21 days, the company's right
to use the cash collateral will terminate.
About Ellie Lane Capital
Ellie Lane Capital, LLC, doing business as Your SolarMate, offers
solar PV or energy storage system installers and contractors
services that simplify the interconnection and rebate processes.
The Debtor acts as representative/applicant in order to complete
all applications required by the utility companies in order to
quickly receive permission to operate (PTO) letters and rebate
approvals.
Ellie Lane Capital sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-02207) on June 17,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. David Wood of Marshack Hays Wood serves as
Subchapter V trustee.
Judge J. Barrett Marum oversees the case.
The Debtor is represented by:
Vanessa M Haberbush, Esq.
Haberbush, LLP
444 West Ocean Boulevard, Suite 1400
Long Beach, CA 90802
Tel: (562) 435-3456
Email: vhaberbush@lbinsolvency.com
EURO CONSTRUCTION: Case Summary & 19 Unsecured Creditors
--------------------------------------------------------
Debtor: Euro Construction, LLC
3365 West Craig Road, Suite 25
North Las Vegas, NV 89032
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
District of Nevada
Case No.: 25-10440
Debtor's Counsel: Marjorie Guymon, Esq.
GOLDSMITH & GUYMON, PC
2055 Village Center Circle
Las Vegas, NV 89134-6251
Tel: (702) 873-9500
Email: info@goldguylaw.com
Total Assets: $445,397
Total Liabilities: $1,193,214
The petition was signed by Arturo Tapia Ramirez as managing
member.
A full-text copy of the petition, which includes a list of the
Debtor's 19 unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/XSCULDA/EURO_CONSTRUCTION_LLC__nvbke-25-10440__0001.0.pdf?mcid=tGE4TAMA
EVERYTHING BLOCKCHAIN: Widens Net Loss to $17.42M for Third Quarter
-------------------------------------------------------------------
Everything Blockchain, Inc. filed its Quarterly Report on Form 10-Q
with the Securities and Exchange Commission, reporting a net loss
of $17.42 million on $0 of revenue for the three months ended Oct.
31, 2024. This compares to a net loss of $1.71 million on $0 of
revenue for the three months ended Oct. 31, 2023.
For the nine months ended Oct. 31, 2024, the Company reported a net
loss of $19.87 million on $0 of revenue, compared to a net loss of
$6.62 million on $0 of revenue for the nine months ended Oct. 31,
2023.
As of Oct. 31, 2024, the Company had $4.55 million in total assets,
$3.87 million in total liabilities, and $680,000 in total
stockholders' equity.
Everything Blockchain stated "The Company has had historically
negative cash flow and net losses. The Company has sustained its
solvency through the debt and the raising of capital, which raise
substantial doubt about its ability to continue as a going
concern.
"Management is taking steps to raise additional funds to address
its operating and financial cash requirements to continue
operations in the next twelve months. Management has devoted a
significant amount of time to the raising of capital from
additional debt and equity financing. However, the Company's
ability to continue as a going concern is dependent upon raising
additional funds through debt and equity financing and generating
revenue. There are no assurances the Company will receive the
funding or generate the revenue necessary to fund operations. The
financial statements contain no adjustments for the outcome of this
uncertainty."
The full text of the Form 10-Q is available at no cost at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1730869/000147793225000477/ebi_10q.htm
About Everything Blockchain
Everything Blockchain, headquartered in Jacksonville, FL, has
transitioned from providing database management and cybersecurity
solutions to focusing on cryptocurrency and AI sectors. The
Company now operates as an investment and technology development
firm, with an emphasis on high-growth, future-focused industries.
It focuses on two primary segments: Strategic Investments and
Proprietary Technology Development. This pivot reflects Everything
Blockchain's commitment to leveraging emerging technologies for
long-term growth and innovation.
Mitzpe Netofa, Israel-based Elkana Amitai CPA, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated May 15, 2024. The report highlights that as of Jan.
31, 2024, the Company suffered losses from operations in all years
since inception, except for the year ended Jan. 31, 2022. These
and other factors raise substantial doubt about the Company's
ability to continue as a going concern.
The Company reported a net loss of $7.85 million for the year ended
Jan. 31, 2024, compared to a net loss of $9.44 million for the year
ended Jan. 31, 2023.
FAM BAM: Case Summary & Two Unsecured Creditors
-----------------------------------------------
Debtor: Fam Bam, LLC
732 St Katherine Drive
La Canada, CA 91011
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
Central District of California
Case No.: 25-10615
Judge: Hon. Julia W Brand
Debtor's Counsel: David B. Golubchik, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Ave.
Los Angeles, CA 90034
Tel: (310) 229-1234
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Harold Jabarian as manager.
A full-text copy of the petition, which includes a list of the
Debtor's two unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/ADSSEOA/Fam_Bam_LLC__cacbke-25-10615__0001.0.pdf?mcid=tGE4TAMA
FAM BAM: Commences Subchapter V Bankruptcy Proceeding
-----------------------------------------------------
On January 28, 2025, Fam Bam LLC filed Chapter 11 protection in
the U.S. Bankruptcy Court for the Central District of California.
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 Fam Bam LLC
Fam Bam LLC is a limited liability company.
Fam Bam LLC sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Cal. Case No. 25-10615) on January 28, 2025. In
its petition, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
Honorable Bankruptcy Judge Julia W. Brand handles the case.
The Debtor is represented by Todd M. Arnold, Esq., at Levene,
Neale, Bender, Yoo & Golubchik LLP, in Los Angeles, California.
FEENEY ENTERPRISES: Linda Leali Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as
Subchapter V trustee for Feeney Enterprises, Inc.
Ms. Leali will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Leali declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Linda M. Leali
Linda M. Leali, P.A.
2525 Ponce De Leon Blvd., Suite 300
Coral Gables, FL 33134
Telephone: (305) 341-0671, ext. 1
Facsimile: (786) 294-6671
Email: leali@lealilaw.com
About Feeney Enterprises Inc.
Feeney Enterprises, Inc., operating under trade names including
Cabinet Maker Warehouse, Feeney Supply, and Bevel-Edge, is a
Stuart, Florida-based cabinet and supply distributor.
Feeney Enterprises filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-10570) on
January 21, 2025. In its petition, the Debtor reported assets
between $100,000 and $500,000 and liabilities between $500,000 and
$1 million.
Judge Mindy A. Mora handles the case.
The Debtor is represented by:
Brian K. McMahon, Esq.
Brian K. McMahon, PA
1401 Forum Way., Ste. 730
West Palm Beach, FL 33401
Phone: 561-296-3965
Email: briankmcmahon@gmail.com
FILTERX LLC: Timothy Stone of Newpoint Named Subchapter V Trustee
-----------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Timothy Stone of
Newpoint Advisors Corporation as Subchapter V trustee for Filterx,
LLC.
Mr. Stone will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Stone declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Timothy Stone
Newpoint Advisors Corporation
750 Old Hickory Blvd, Building Two, Suite 150
Brentwood, TN 37027
Phone: 800-306-1250/615-440-8273
Fax: (702) 543-3881
Email: tstone@newpointadvisors.us
About Filterx LLC
Filterx LLC is an air filter manufacturer based in Gallatin,
Tennessee. The company operates a modern manufacturing facility
producing air filter products and serves as the only manufacturer
in the Middle Tennessee Region.
Filterx LLC sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 25-00186) on
January 16, 2025. In its petition, the Debtor reported assets and
liabilities between $500,000 and $1 million.
Judge Nancy B. King handles the case.
The Debtor is represented by Henry E. Hildebrand, Esq., at Dunham
Hildebrand Payne Waldron, PLLC, in Brentwood, Tenn.
FOCUS FINANCIAL: Moody's Alters Outlook on 'B2' CFR to Negative
---------------------------------------------------------------
Moody's Ratings affirmed Focus Financial Partners, LLC's B2
corporate family rating, B2 senior secured and senior secured first
lien bank credit facility ratings, and B2-PD probability of default
rating following its announcement of an $816 million debt-funded
dividend. Moody's changed the outlook to negative from stable.
Focus plans to reprice and add $500 million to its existing first
lien term loan and fully draw on its $325 million delayed draw term
loan facility. The net proceeds will be used to fund the dividend
to shareholders.
RATINGS RATIONALE
The rating affirmation reflects Focus's large asset base, recurring
revenue model, and leading position as an owner of registered
investment advisers. As of September 30, 2024 the company managed
over $400 billion on behalf of high net worth and ultra-high net
worth clients. Constraining the company's rating is its high
financial leverage, shift in financial policy to favor shareholder
distributions and weak profitability as measured by GAAP pretax
earnings.
Moody's expect Focus's September 30, 2024 debt leverage pro-forma
for the transaction, as calculated by Moody's, to deteriorate to
around 7.0x compared to around 6.0x prior to the transaction.
The rise in broad financial markets in the fourth quarter suggests
that Focus will have a sustained market-driven increase in its AUM
and a strong financial performance during the quarter, alleviating
some of the impact of the transaction on its credit profile. In
addition, Focus has recently emphasized integrating its businesses
to enhance operating leverage and drive margin expansion.
The change in outlook to negative reflects the significant increase
in debt following the proposed debt-funded dividend. This
transaction marks the second shareholder distribution that Focus
has made in less than six months and demonstrates it's aggressive
financial policy since becoming a private company.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Focus's ratings could be upgraded if the Moody's Ratings-adjusted
debt-to-EBITDA is sustained below 6x; and profitability, as
measured by GAAP pretax income margins, is sustained above 5%
annually.
Focus's ratings could be downgraded if Moody's Ratings-adjusted
debt-to-EBITDA is sustained above 7.0x; or if the firm further
repositions its financial policy to maximize shareholder returns
(for example, via additional debt-funded dividends).
The principal methodology used in these ratings was Asset Managers
published in May 2024.
FORTIS 333: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Fortis
333 Inc. (INEOS Composites). The outlook is stable.
S&P said, "We also assigned a 'B' issue-level rating to its
proposed senior secured debt, including the EUR200 million
revolving credit facility (undrawn at close), EUR700
million-equivalent U.S. dollar first-lien term loan, and EUR350
million first-lien term loan. The recovery rating is '3',
indicating our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery of principal in the event of a default.
"The stable outlook reflects our view that revenue and earnings
will moderately increase over the next year because of stable
demand across its end markets. We expect absolute debt to remain
relatively stable, with debt to EBITDA of 4.5x-5.5x over the next
12 months."
On Dec. 3, 2024, Fortis 333, Inc. (owned by KPS Capital Partners
L.P.) announced a definitive agreement to acquire INEOS Composites
from INEOS Enterprises Holdings II Ltd. in a transaction valued at
EUR1.65 billion. INEOS Composites is one of the three leading
global manufacturers of unsaturated polyester resins (UPR), vinyl
ester resins (VER), and gelcoats for an array of applications
across large global end markets.
The acquisition will be funded through a EUR700 million common
equity contribution from KPS, EUR200 million revolving credit
facility (undrawn at close), EUR700 million-equivalent U.S. dollar
first-lien term loan, and EUR350 million first-lien term loan.
S&P said, "Our ratings on INEOS Composites reflects its market
position as a one of the three leading global manufacturers of
differentiated and standard resins. Most of the company's revenue
comes from its UPR segment, in which it specializes in applications
across the marine, transportation, and construction end markets.
Among chemical companies that we rate, INEOS Composites is a niche
business, with somewhat limited scale and scope, and earnings
concentrated mainly in the narrow differentiated and conventional
resins category.
"We believe INEOS Composites is moderately susceptible to economic
downturns. Over the past few years, volumes and revenues declined
on weakened demand across many of its end markets. However, the
company still expanded EBITDA margins during this period due to an
improved product mix. We believe persisting macroeconomic
uncertainty will continue to affect volumes in the near term. With
interest rates gradually easing, we expect more building and
construction demand, at least in the second half of the year.
Furthermore, we see key growth drivers such as the housing
shortfall and rising electric vehicle adoption increasing demand
over the next couple of years." Nonetheless, INEOS Composites
appears to be vulnerable to economic downturns.
The company has above-average EBITDA margins. It derives about
three-quarters of its revenue from differentiated resins, specially
tailored to customer requirements. Moreover, the specialty nature
of the business creates high barriers to entry, limiting the number
of competitors. S&P said, "We expect margins to slightly improve
over the next year, even under a potentially slower economic
recovery than expected. Additionally, our assessment considers
INEOS Composites' moderate leverage, financial-sponsor ownership,
and relatively small scale when compared with its competitors."
INEOS Composites benefits from its diversified end market demand,
recurring customer base, and high barriers to entry. S&P said, "We
expect credit metrics and EBITDA margins to demonstrate some
resilience even if economic growth slows during the next 12 months.
We believe demand for the company's differentiated and conventional
resins will slowly improve over the next year, raising volumes.
Furthermore, many of its 17 manufacturing sites are near customers,
which lowers logistical costs and creates shorter lead times,
allowing it to provide just-in-time supply and localized technical
customer support. Moreover, this raises switching costs for its
customers, and the high localization helps to insulate INEOS
Composites from tariffs, which we anticipate becoming an important
consideration over the next few years. We view the absence of
long-term contracts as a potential risk, but we believe this is
partly offset by INEOS Composites' track record of a recurring
customer base."
INEOS Composites faces several credit risks. Relative to some
peers, INEOS Composites has smaller size, scale, and scope of
operations, which makes the company vulnerable to fluctuations in
demand. S&P said, "Furthermore, we believe it has moderate customer
concentration with its top 10 accounting for about 33% of net sales
and the largest alone worth 15% of total revenue. Our rating also
considers the company's ownership by private equity and potential,
in our view, for aggressive leveraging actions."
S&P said, "The stable outlook on INEOS Composites reflects our
expectation that leverage will remain 4.5x-5.5x over the next 12-24
months. Our outlook reflects the company's leading positions in
each of its served markets in North America and Europe. We expect
gradual EBITDA margin improvement and sustained free cash flow. Our
outlook also incorporates disciplined financial policy related to
acquisitions and shareholder rewards."
S&P could lower its rating on INEOS Composites over the next year
if leverage trends higher, such that debt to EBITDA exceeds 6.5x
with no near-term remedy or liquidity weakens. This could occur
if:
-- End-market demand weakens, reducing volumes; or
-- The company pursues additional debt-financed acquisitions or
shareholder rewards that materially increase leverage.
S&P could raise its rating on INEOS Composites if:
-- Operating performance exceeds our expectations such that, on a
pro forma basis, weighted-average S&P Global Ratings-adjusted debt
to EBITDA falls and remains below 4.5x. This could occur if global
growth and end-market demand is stronger than we anticipate;
-- Liquidity sources remain 1.2x its uses; and
-- The company and financial sponsor maintain commitment to
financial policies and leverage that allow it to sustain improved
credit measures.
FTX TRADING: Venable LLP Files Rule 2019 Statement
--------------------------------------------------
The law firm of Venable LLP filed a verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose
that in the Chapter 11 cases of FTX Trading Ltd. and affiliates,
the firm represents creditors and parties in interest.
Venable is engaged as counsel to Mr. Hyung Cheol Lim ("Lim"), his
wholly-owned companies, Aimed, Inc. ("Aimed") and Blocore Pte.,
Ltd. ("Blocore" and, together with Lim and Aimed, collectively, the
"Lim Group"), Mr. Ji Woong Choi ("Choi"), and his wholly-owned
company, Mosaic Co., Ltd ("Mosaic", and together with Choi,
collectively, the "Choi Group" and, together with the Lim Group,
collectively, the "Principals"), in connection with their
respective claims in these Chapter 11 Cases.
Pursuant to three discretionary investment agreements, each dated
prior to the commencement of these Chapter 11 Cases, by and among
Korean investment adviser, Jungho Bang, and the Lim Group, Lim and
his entities entrusted certain digital assets that they owned to
Bang to invest their digital assets on certain specified exchanges,
including the Debtors' exchange.
Prior to the Petition Date, Bang opened two FTX accounts and
deposited the Principals' digital assets in one or both of them.
The Principals understand that, as of the Petition Date, one of
Bang's FTX accounts held approximately $59 million worth of digital
assets (the "Smaller Claim"), of which the Principals collectively
own no less than 95% and most likely100%, and the other of Bang's
FTX accounts held approximately $106 million worth of digital
assets (the "Larger Claim" and, together with the Smaller Claim,
collectively, the "Claims")), of which the Principals may own up to
28.81%.
Pursuant to the confirmed (and now effective) Second Amended Joint
Plan of Reorganization for the Debtors, it is likely impossible for
Bang to timely and satisfactorily complete the Debtors' KYC process
in order to preserve distributions to which the Principals are
entitled. Accordingly, the Principals retained Venable to represent
them in the Chapter 11 Cases with respect to their interest in the
Claims.
Venable has no disclosable economic interest in any of the
Debtors.
The Principals' nature and amount of disclosable economic interests
held in relation to the Debtors are:
1. Hyung Cheol Lim
* Proof of Claim 87144 (39.8%)
* Proof of Claim 50458 (11.46%)
2. Aimed, Inc.
* Proof of Claim 87144 (27.6%)
* Proof of Claim 50458 (7.95%)
3. Blocore Pte. Ltd.
* Proof of Claim 87144 (3.6%)
* Proof of Claim 50458 (1.04%)
4. Ji Woong Choi
* Proof of Claim 87144 (25.4%)
* Proof of Claim 50458 (7.32%)
5. Mosaic Co., Ltd.
* Proof of Claim 87144 (3.6%)
* Proof of Claim 50458 (1.04%)
The law firm can be reached at:
VENABLE LLP
Daniel A. O'Brien, Esq.
1201 North Market Street, Suite 1400
Wilmington, DE 19801
Tel: 302.298.3535
Fax: 302.298.3550
Email: daobrien@venable.com
And
Jeffrey S. Sabin, Esq.
Carol A. Weiner, Esq.
151 West 42nd St., 48th Floor
New York, NY 10036
Tel: (212) 307-5500
Email: jssabin@venable.com
cweinerlevy@venable.com
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.
GEMINI HDPE: Moody's Affirms Ba3 Rating on Senior Secured Term Loan
-------------------------------------------------------------------
Moody's Ratings has affirmed Gemini HDPE LLC's ("Gemini") senior
secured term loan rating at Ba3. The outlook remains negative.
RATINGS RATIONALE
The rating action reflects the recent rating affirmation of INEOS
Group Holdings S.A. (INEOS: Ba3 negative), Gemini's sole owner and
offtaker. The affirmation of INEOS' rating reflects the improvement
in its operating performance and EBITDA generation over LTM Q3
2024, a positive credit consideration in light of a generally
depressed chemical trading environment worldwide.
Offtaker credit quality is the primary driver of Gemini's credit
profile because INEOS wraps operational and market risk under its
Tolling Agreement. Additionally, INEOS is deeply involved in the
project as owner, operator, technology provider, and facility
coordinator given Gemini's location within INEOS's manufacturing
complex. INEOS provides guaranties under long-term Tolling
Agreements that are structured to achieve a low but stable 1.0x
debt service coverage ratio. The toll payment obligation is
absolute, unconditional, and not subject to abatement or set-off.
Moody's expect the plant will maintain its strong cost position and
will produce solid operational results throughout 2025 and beyond.
Other key credit considerations include Gemini's highly competitive
cost position; weak project finance protections particularly the
lack of reserves such as a debt service reserve; and refinancing
risk with 70% of the debt scheduled to be outstanding at maturity.
This refinancing risk is mitigated in part by the terms of the
Tolling Agreements that extend well beyond the debt maturity and
provide for sufficient cash flow to repay the expected refinancing
amount by the maturity of the Tolling Agreements in December 2035.
There is minimal liquidity retained at the asset and Gemini had
$13.2 million in cash and equivalents as of September 30, 2024.
RATING OUTLOOK
The negative outlook considers the continued degradation in credit
quality of Gemini's offtaker/owner owing to the continuing negative
outlook for INEOS prompted in part by a challenging market
conditions in the global chemicals industry.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade:
-- Gemini HDPE's rating could be upgraded if there is an
improvement in INEOS' credit quality as long as the project
maintains solid operational performance.
Factors that could lead to a downgrade:
-- Gemini HDPE's rating could be downgraded if there is
deterioration of INEOS's credit quality, if the key underlying
contracts are challenged or violated or if the project encounters
extensive operating problems.
PROFILE
Gemini HDPE LLC (Gemini) is a high-density polyethylene (HDPE)
manufacturing plant within INEOS's Battleground Manufacturing
Complex (BMC) located in LaPorte, Texas. The project uses INEOS'
licensed proprietary Innovene-S process and is operating above its
nameplate capacity of 1 billion pounds of HDPE per year.
METHODOLOGY
The principal methodology used in this rating was Generic Project
Finance published in October 2024.
GFL ENVIRONMENTAL: S&P Assigns 'B' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to GFL Environmental Inc. (GFL). The outlook is stable.
At the same time, S&P assigned its 'B' issue-level rating and '4'
recovery rating to GFL ES' proposed term loan. The '4' recovery
rating reflects its expectation for average (30%-50%, rounded
estimate: 40%) recovery in the event of a default.
S&P said, "The stable outlook reflects our expectation that the
company will sustain S&P Global Ratings-adjusted funds from
operations (FFO) cash interest coverage well above 1.5x and S&P
Global Ratings-adjusted debt to EBITDA below 8x. This incorporates
our view that demand for GFL ES' services will steadily grow and
S&P Global Ratings-adjusted EBITDA margins will be 24%-25%."
On Jan. 6, 2025, GFL announced it had entered into an agreement to
sell a majority stake of its Environmental Services business to
private equity sponsors BC Partners and Apollo at an implied
enterprise value of about C$8 billion.
"Our rating on GFL ES primarily reflects its growing position in
the specialized waste management industry, strong asset base, and
expected profitability. GFL ES provides liquid waste collection,
processing, disposal, cleaning, oil re-recycling, and soil
remediation services to industrial customers across Canada and the
Midwest U.S. and Gulf Coast. The company captures a decent market
share in Canada, where it generates about 70% of its revenue. The
company's market penetration in the U.S. is lower. We assume the
company will follow a growth strategy that will include
acquisitions as it continues to expand operations in the U.S.,
while at the same time densifying operations in Canada to capture
more market share and gain efficiencies. As a stand-alone entity,
GFL ES will operate over 100 collection and processing facilities,
90 support sites, and over 2,800 collection vehicles, providing a
strong asset base to service existing and future customers. These
assets are spread across all Canadian provinces and 20 U.S. states,
albeit with some concentration in Ontario and Michigan. Many of
these assets are permitted facilities, which we believe makes it
difficult for new entrants to expand in GFL ES' current markets. In
our view, these scarce and difficult to replicate assets combined
with GFL ES' customer relationships create barriers to entry that
strengthen its position in local markets. While smaller than other
specialized waste peers we rate that also operate across North
America, we expect GFL ES' organic revenue will increase by
mid-single digit percent because of robust demand growth and price
increases. We also expect GFL ES will generate S&P Global
Ratings-adjusted EBITDA margin of 24%-25% over the next few years,
which reflects our view of the company's lower selling, general,
and administrative (SG&A) costs following the sale, vertically
integrated operations that provide customers with a suite of
services across the liquid waste lifecycle, and a continued focus
on asset utilization and operating efficiency.
"Our view of GFL ES' growth strategy and private equity ownership
is likely to result in adjusted debt to EBITDA remaining well above
5x over the next few years. GFL ES will be 56% owned by private
equity firms BC Partners and Apollo (each with a 28% equity stake),
with the remaining equity retained by GFL. In our view, financial
sponsors (such as BC Partners and Apollo) typically follow more
aggressive financial policies than other owners. We expect the
proposed debt structure to result in S&P Global Ratings-adjusted
debt to EBITDA of about 7x in 2025 with only a modest decline to
about 6.5x by 2027. While we do not assume any distributions, we
expect acquisitions will remain a key part of GFL ES growth
strategy and preclude any meaningful deleveraging. We assume the
company will deploy all its free operating cash flow (FOCF)
generation to fund acquisitions, about C$200 million annually. We
acknowledge these assumptions are highly speculative and that the
company's actual spending on acquisitions could be different.
Notwithstanding the increase financial and execution risk that
could result from a larger-than-anticipated acquisition, we note
the company's scale and management team's track record would likely
support the smooth integration of smaller, regional operators."
The specialized waste management industry offers recurring and
defensible EBIT generation for incumbents, like GFL ES, with the
right permits and assets. The North American environmental services
industry is close to a C$100 billion market, with end markets that
include petrochemical, infrastructure, energy, chemicals, mining,
and industrial customers. Customers are required to dispose of
waste in an increasingly regulatory environment that adds
complexity and increases the value of outsourcing these services to
permitted and experienced environmental services companies. S&P
said, "As a result, we assume volumes will generally grow at a
faster pace than GDP. Typically, waste generation is linked to
output of these customers and occurs on a regular and recurring
basis. In our view, this provides steady demand for services that
environmental services companies can capture by providing
route-based or on-demand collection. In our view, GFL ES also
benefits from its vertically integrated operations that enable the
company to provide a broader range of services across the waste
lifecycle from collection to processing, thereby improving
profitability. This also contributes to higher barriers to entry
and customer retention rates."
S&P said, "The stable outlook reflects our expectation that the
company will sustain S&P Global Ratings-adjusted FFO cash interest
coverage well above 1.5x and S&P Global Ratings-adjusted debt to
EBITDA below 8x. This incorporates our view that demand for GFL ES'
services will steadily grow and that the company will generate S&P
Global Ratings-adjusted EBITDA margins of 24%-25%.
"We could downgrade GFL ES within the next 12 months if S&P Global
Ratings-adjusted debt to EBITDA approaches 8x or S&P Global
Ratings-adjusted FFO cash interest coverage approaches 1.5x. This
could occur from weaker-than-expected earnings and cash flow
generation, potentially a result of competitive pressures, higher
operating costs, or weaker demand. This could also occur if debt
were to increase significantly, potentially from a
larger-than-expected acquisition or distribution.
"We consider an upgrade unlikely within the next 12 months,
primarily because of our view of the company's financial policies.
That said, we could upgrade GFL ES if S&P Global Ratings-adjusted
debt to EBITDA decreases below 5x on a sustained basis. This could
occur if we expect the company will pursue a financial policy that
is less aggressive than we currently view it while maintaining
solid EBITDA growth prospects."
GLOBALSTAR INC: To Transfer Listing to Nasdaq After Stock Split
---------------------------------------------------------------
Globalstar, Inc. announced on Jan. 21, 2025, that in connection
with its previously-disclosed plans to consummate a reverse stock
split of its common stock, par value $0.0001 per share, it notified
the NYSE American LLC that it intends to voluntarily delist the
shares of its Common Stock from the NYSE American and transfer its
listing to the Nasdaq Global Select Market, subject to the
completion of the Reverse Stock Split.
The Company believes that the voluntary delisting of its Common
Stock from the NYSE American and transfer of its listing to Nasdaq,
in combination with the Reverse Stock Split, could make the Common
Stock more attractive to a broader range of investors.
The last day of trading of the Common Stock on the NYSE American is
expected to be on or around February 10, 2025. The Company expects
its Common Stock will begin trading on the Nasdaq on or around
February 11, 2025, subject to the completion of the Reverse Stock
Split, under its current symbol, "GSAT." Until the Company's Common
Stock begins trading on NASDAQ, the Company's Common Stock will
continue to trade on the NYSE American under its current symbol,
"GSAT."
About Globalstar Inc.
Headquartered in Covington, Louisiana, Globalstar Inc. provides
Mobile Satellite Services including voice and data communications
services globally via satellite. The Company offers these services
over its network of in-orbit satellites and its active ground
stations, which the Company refers to collectively as the
Globalstar System. In addition to supporting Internet of Things
data transmissions in a variety of applications, the Company
provides reliable connectivity in areas not served or underserved
by terrestrial wireless and wireline networks and in circumstances
where terrestrial networks are not operational due to natural or
man-made disasters.
Globalstar reported a net loss of $24.7 million for the year ended
December 31, 2023, compared to a net loss of $256.9 million for the
year ended December 31, 2022. As of September 30, 2024, Globalstar
had $917.6 million in total assets, $523.5 million in total
liabilities, and $394.1 million in total stockholders' equity.
* * *
Egan-Jones Ratings Company, on September 4, 2024, maintained its
'CC' foreign currency and local currency senior unsecured ratings
on debt issued by Globalstar, Inc.
GRAND VALLEY: John Bircher Permanently Appointed as Trustee
-----------------------------------------------------------
Judge Pamela McAfee of the U.S. Bankruptcy Court for the Eastern
District of North Carolina issued an order permanently appointing
John Bircher, III as Chapter 11 trustee in the bankruptcy cases of
Grand Valley MHP, LLC and its affiliates.
Mr. Bircher was initially appointed as interim bankruptcy trustee
for Grand Valley MHP, Top Park Services, LLC, Time Out Properties,
LLC, Prairie Knolls MHP, LLC, and Rolling Acres MHP, LLC pursuant
to a court order issued on Oct. 25 last year.
In the Oct. 25 order, the court requested that the parties consider
whether the operational structure mandates appointment of a
different trustee for any or all of the companies to maintain
neutrality and meet the fiduciary obligations to each estate. The
court held that absent a request for appointment of a different
trustee or for additional time to assess the issue, the court would
make Mr. Bircher's appointment permanent on Dec. 15 last year.
After a telephonic status conference, the court further extended
the interim appointment to and including Jan. 15. No request for
appointment of a different trustee or for further extension of the
interim appointment has been made. Accordingly, Mr. Bircher was
appointed Chapter 11 trustee for each of the companies until
otherwise ordered by the court.
About Grand Valley MHP
Grand Valley MHP, LLC operates in the mobile home park industry,
managing and providing residential spaces for mobile homeowners.
The company primarily focuses on leasing land and facilities to
individuals or families who own mobile homes, offering essential
services such as land maintenance, utility connections, and
sometimes community amenities.
Grand Valley MHP filed Chapter 11 petition (Bankr. S.D. Fla. Case
No. 24-19715) on September 20, 2024, with $10 million to $50
million in both assets and liabilities. On October 1, 2024, the
case was transferred to the U.S. Bankruptcy Court for the Eastern
District of North Carolina and was assigned a new case number (Case
No. 24-03431).
Judge Pamela W. Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page P.A.
GSTK PROPERTIES: Case Summary & One Unsecured Creditor
------------------------------------------------------
Debtor: GSTK Properties, LLC
10220 Norris Ave.
Pacoima, CA 91331
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
Central District of California
Case No.: 25-10144
Judge: Hon. Martin R. Barash
Debtor's Counsel: David B. Golubchik, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Ave.
Los Angeles, CA 90034
Tel: (310) 229-1234
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kevork Hasbanian as manager.
The Debtor has listed George Sack, located at 24406 Apple St.
Newhall, CA 91321, as its sole unsecured creditor holding a claim
of $125,000.
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/TB5OMGI/GSTK_Properties_LLC__cacbke-25-10144__0001.0.pdf?mcid=tGE4TAMA
GSTK PROPERTIES: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
On January 28, 2025, GSTK Properties LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Central District
of California.
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 GSTK Properties LLC
GSTK Properties LLC is a California-based real estate company,
operates from its principal location in Pacoima, California.
GSTK Properties LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-10144) on January
28, 2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Martin R. Barash handles the case.
The Debtor is represented by Todd M. Arnold, Esq., at Levene,
Neale, Bender, Yoo & Golubchik L.L.P., in Los Angeles, California.
HELIUS MEDICAL: To Raise $3.7M From Holders' Exercise of Warrants
-----------------------------------------------------------------
Helius Medical Technologies, Inc. announced on January 21 it has
entered into agreements with certain holders of its existing
warrants to exercise outstanding warrants at a reduced exercise
price of $0.751 per share, in exchange for new warrants. The total
gross proceeds from the exercise of warrants to purchase 4,971,110
shares of common stock are expected to be approximately $3.7
million, before accounting for financial advisory fees. The
exercisability of the new warrants and any resulting issuance of
the shares underlying the new warrants are subject to stockholder
approval in accordance with Nasdaq rules.
Roth Capital Partners is acting as the Company's financial advisor
for this transaction. The Company will pay Roth $0.2 million for
its services, in addition to reimbursement for certain expenses.
The shares of common stock issuable upon exercise of the existing
warrants are registered for resale by the holders of the existing
warrants pursuant to a registration statement on Form S-1 (File
No.333-278698) which was declared effective by the Securities and
Exchange Commission on May 6, 2024.
In consideration for the immediate exercise of the existing
warrants for cash, the exercising holders will receive new warrants
to purchase shares of common stock in a private placement pursuant
to an exemption from registration under the Securities Act of 1933,
as amended.
Subject to the receipt of stockholder approval for the issuance of
the underlying shares of common stock, the new warrants will be
exercisable for an aggregate of up to 6,213,888 shares of common
stock, at an exercise price equal to the minimum exercise price
under applicable Nasdaq rules, which was $0.751 per share as of the
date of issuance. 3,728,333 of the warrants will remain
exercisable for up to five years after stockholder approval, and
2,485,555 of the warrants will remain exercisable for up to two
years after stockholder approval. The new warrants and underlying
shares of common stock have not been registered under the
Securities Act of 1933, as amended, or applicable under state
securities laws. Accordingly, the securities may not be offered or
sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws. As part of the transaction, the Company has
agreed to file a resale registration statement with the SEC to
register the resale of the shares of common stock underlying the
new warrants.
About Helius Medical
Headquartered in Newtown, Pennsylvania, Helius Medical
Technologies, Inc. is a neurotechnology company focused on
neurological wellness. The Company's purpose is to develop, license
or acquire non-implantable technologies targeted at reducing
symptoms of neurological disease or trauma. The Company's product,
known as the Portable Neuromodulation Stimulator, or PoNS, is an
innovative non-implantable medical device, inclusive of a
controller and mouthpiece, which delivers mild electrical
stimulation to the surface of the tongue to provide treatment of
gait deficit and chronic balance deficit. PoNS Therapy is integral
to the overall PoNS solution and is the physical therapy applied by
patients during use of the PoNS device. PoNS has marketing
clearance in the U.S. for use as a short-term treatment of gait
deficit due to mild-to-moderate symptoms for multiple sclerosis and
is to be used as an adjunct to a supervised therapeutic exercise
program in patients 22 years of age and over by prescription only.
Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 28, 2024. The report highlights that the
Company has recurring losses from operations, an accumulated
deficit, expects to incur losses for the foreseeable future and
requires additional working capital. These are the factors that
raise substantial doubt about the Company's ability to continue as
a going concern.
Helius incurred a net loss of $8.85 million in 2023, following a
net loss of $14.07 million in 2022. As of Sept. 30, 2024, the
Company had cash and cash equivalents of $3.5 million. The
Company's net loss was $7.8 million for each of the nine months
ended Sept. 30, 2024 and 2023. As of Sept. 30, 2024, the Company
had an accumulated deficit of $167.8 million. The Company expects
to continue to incur significant expenses and operating losses for
the foreseeable future.
"There is no assurance that the Company will achieve profitable
operations, and, if achieved, whether it will be sustained on a
continued basis. These factors indicate substantial doubt about
the Company's ability to continue as a going concern within one
year after the date the consolidated financial statements are
filed. The Company intends to fund ongoing activities by utilizing
its current cash and cash equivalents on hand, cash received from
the sale of its PoNS device in the U.S. and Canada and by raising
additional capital through equity or debt financings. There can be
no assurance that the Company will be successful in raising
additional capital or that such capital, if available, will be on
terms that are acceptable to the Company. If the Company is unable
to raise sufficient additional capital, the Company may be
compelled to reduce the scope of its operations," Helius stated in
its Quarterly Report for the period ended Sept. 30, 2024.
HIGHER GROUND: Court Extends Cash Collateral Access to Feb. 26
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, extended Higher Ground Empowerment Center Church,
Inc.'s authority to use cash collateral.
The order authorized Higher Ground Empowerment Center Church to use
cash collateral on an interim basis from Jan. 22 to Feb. 26
Secured creditor, the U.S. Small Business Administration, will
receive protection in the form of a valid and properly perfected
lien on all property acquired by the church after its Chapter 11
filing that is the same or similar nature, kind, or character as
its pre-bankruptcy collateral.
As additional protection, the SBA will receive a monthly payment of
$2,207.
A final hearing is scheduled for Feb. 26.
About Higher Ground Empowerment
Higher Ground Empowerment Center Church, Inc. is a non-profit
church located in the Vine City neighborhood of Atlanta, Ga.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-51362) on Feb.
5, 2024, listing $1 million to $10 million in assets and $500,001
to $1 million in liabilities.
Judge Sage M. Sigler oversees the case.
The Debtor is represented by:
Benjamin R Keck
Keck Legal, LLC
Tel: 470-826-6020
Email: bkeck@kecklegal.com
INLAND BOAT: To Sell Bankruptcy Estate to Mike Lewis
----------------------------------------------------
D. Ray Strong, Insider Litigation Trustee in the bankruptcy case of
Inland Boat Club, LLC, seeks permission from the U.S. Bankruptcy
Court for the District of Utah, to sell bankruptcy estate's
interest to Michael Lewis for $204,188.04.
On August 2, 2023, Trustee Strong was vested with the legal right
to bring claims against Kelly Pharaoh and commenced an adversary
proceeding against Ms. Pharaoh.
On November 22, 2023, the Court entered a judgment by default
against Ms. Pharaoh in the Adversary Proceeding in favor of Trustee
Strong in total amount of $204,188.04 known as Pharaoh Judgment.
Ms. Pharaoh has filed for bankruptcy six times in this Court, with
the most recent filing on January 5, 2023 being dismissed for
failure to pay the filing fee in installments.
Because of Ms. Pharaoh's history of bankruptcy filings, Trustee
Strong is doubtful of his ability to collect on the Pharaoh
Judgment.
Trustee Strong contacted several third parties, including Andres
Gomez (an unrelated third-party purchaser of judgments), Richard
Terry, Alex Lignell, and Phillip Geurts (creditors and their
counsel in this case), and Mike Lewis (Debtor’s former principal)
about purchasing the Pharaoh Judgment.
The only person interested in the Pharaoh Judgment was Mr. Lewis,
who offered $5,000 for the Pharaoh Judgment.
Trustee Strong and the Debtor seek approval to sell the Pharaoh
Judgment to Mr. Lewis for $5,000.00.
Until the Purchase Price is paid in full, Trustee Strong's and the
Debtor's bankruptcy estate's interest in the Judgment shall remain
property of Debtor's bankruptcy estate.
The interest in the Judgment is being sold subject to all liens,
interests, and encumbrances and without any warranties, expressed
or implied.
About Inland Boat Club, LLC
Inland Boat Club, LLC -- https://www.inlandboatclub.com/ -- is a
boat club for avid boaters and water sport enthusiasts. It is based
in Lindon, Utah.
Inland Boat Club sought bankruptcy protection under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No.
22-21879) on May 20, 2022, listing as much as $10 million in both
assets and liabilities. D. Ray Strong of Berkeley Research Group
serves as Subchapter V trustee.
Judge R. Kimball Mosier oversees the case.
Kenneth L. Cannon, II, Esq., and Penrod W. Keith, Esq., at Dentons
Durham Jones Pinegar P.C., are the Debtor's bankruptcy attorneys.
IQSTEL INC: CEO Outlines Vision for $1-Bil. Corporation Future
--------------------------------------------------------------
iQSTEL Inc. shared its 2025 Shareholder Letter, outlining the
company's strategic initiatives, financial performance, and bold
vision for the future. Full letter from CEO Leandro Iglesias:
Letter to Shareholders
Dear Valued Shareholders,
As we embark on 2025 with great enthusiasm and a bold vision for
the future, I am thrilled to share iQSTEL's strategic direction,
remarkable achievements, and ambitious goals. Your unwavering trust
and confidence inspire us to push boundaries and achieve
extraordinary milestones. Together, we are building a company
destined for greatness, driven by innovation, profitability, and an
unrelenting focus on delivering exceptional shareholder value.
Extraordinary Know-How in M&A
iQSTEL has established itself as an expert in identifying,
acquiring, and integrating high-value companies. Over the course of
11 successful venture and acquisitions, we have refined a strategic
approach that consistently drives growth and strengthens our
position as a leader in the technology and telecommunications
industries.
Our most recent acquisition, QXTEL, exemplifies this expertise.
From April to December 2024, QXTEL generated $85 million in net
revenue and $950,000 in EBITDA, based on preliminary accounting.
These results highlight iQSTEL's ability to identify and unlock
value, setting the stage for our ambitious M&A campaign in 2025.
A Bold Step Forward: Our M&A 2025 Campaign
This year, iQSTEL is launching an ambitious Mergers and
Acquisitions (M&A) campaign designed to accelerate our growth
trajectory. Our goal is to acquire a company within the Telecom,
Fintech, Cybersecurity, or AI services sectors, generating tens of
millions of dollars in revenue and contributing over $1 million
EBITDA annually.
We intend to complete this acquisition before reaching NASDAQ,
where even greater opportunities await us. To support this campaign
and advance our broader business objectives, we have just filed an
S-1 registration, reflecting our commitment to securing the
resources necessary for transformative growth.
Enhancing Shareholder Value Through Strategic M&A and Organic
Growth
At iQSTEL, we place our shareholders at the core of our strategic
decisions. Our carefully planned M&A initiatives, combined with
robust organic growth, have driven substantial increases in Revenue
Per Share (RPS) over recent years:
* 2020: $0.380
* 2021: $0.439
* 2022: $0.577
* 2023: $0.839
* 2024 (preliminary accounting): $1.364
This impressive RPS growth trajectory reflects the success of our
strategy to create sustainable shareholder value. By pursuing
high-margin opportunities through both M&A and organic initiatives,
we anticipate maintaining this rapid growth pace.
Our strategy safeguards shareholder value, ensuring that market
perceptions align with the underlying strength demonstrated by our
growing RPS and improving profitability. This positions iQSTEL as a
leader in its industry and strengthens our foundation for sustained
success.
Building on Our Momentum in 2025
2024 was a pivotal year for iQSTEL. We achieved critical mass, with
our operating businesses generating positive net income quarter
after quarter. This success underscores the strength of our
strategy and our ability to execute effectively. For 2025, we aim
even higher:
* Revenue Forecast: $340 million
* EBITDA Forecast for our operating business: $3 million
These milestones are more than just numbers--they are a testament
to the dedication of our team, the support of our shareholders, and
our relentless pursuit of growth. They represent a critical step
toward achieving our vision of becoming a $1 billion revenue
company with eight-digit positive EBITDA by 2027.
Even More, Continuous Progress and Innovation in 2025
Every day, iQSTEL takes bold steps to strengthen its business and
ensure a brighter future:
* Rebranding: We are positioning iQSTEL as a technology
leader, delivering high-margin, high-tech products to our
customers. We have introduced our new logo and plan to share more
results from our rebranding collaboration with ONAR.
* Cost Reduction and Efficiency: We are implementing
strategies to streamline operations, accelerate EBITDA growth, and
enhance shareholder value. In the coming days, we will announce
further cost-reduction initiatives to bolster profitability.
* Cybersecurity Product Launch: Thanks to our strategic
partnership with Cycurion, we are set to launch our cybersecurity
products this quarter and begin sales in the first half of 2025.
This initiative expands our portfolio to address critical global
needs.
* AI Services Growth: Our AI platform, Airweb.ai, continues to
gain customers and partners, underscoring its transformative
potential. New AI services will launch in the first half of 2025,
reinforcing iQSTEL's reputation as a powerhouse of innovation.
NASDAQ Uplisting: Building a Strong Foundation
Our journey toward a NASDAQ uplisting is progressing steadily and
strategically. While we are not rushing, we have been giving time
for organic growth to enhance our stock price, supported by the
strength of our operating business, forecasted to generate $3
million in EBITDA in 2025.
If the management decided that is the right time to jump into
Nasdaq, and we have not achieved yet the organic price will be when
the management will decide to expedite the uplisting process
through a reverse stock split, at that time we will ensure full
transparency by filing an SEC notice. Any reverse stock split, if
executed, will be aligned with and in conjunction with the NASDAQ
uplisting.
We are committed to building a company that captures the attention
of national investors and reflects the immense value we offer.
Management's Commitment: Aligned with Shareholder Interests
At iQSTEL, our leadership team is not just steering the company
toward its ambitious goals; we are also deeply invested in its
success. As the largest shareholder group, management holds the
equivalent of 40.5 million common shares through a combination of
common and preferred shares. This significant ownership reflects
our unwavering belief in iQSTEL's potential and aligns our
interests directly with those of our valued shareholders.
This commitment is a testament to the confidence we have in
iQSTEL's vision of becoming a $1 billion revenue corporation by
2027. Our substantial stake in the company ensures that management
is fully aligned with long-term value creation. Every strategic
decision we make--whether it involves organic growth initiatives,
high-margin product expansion, or strategic acquisitions--is driven
by a shared goal: to deliver sustainable growth and maximize
shareholder value.
The road to achieving our $1 billion revenue milestone is clear,
and our investment in iQSTEL underscores our dedication to seeing
it through. We are not merely stewards of the company; we are also
shareholders, invested in its future and committed to building a
prosperous and sustainable enterprise for years to come.
Confidence of Long-Term Investors: Extending Support for a $1
Billion Vision
Our vision of achieving $1 billion in revenue by 2027 is not just a
statement--it is a well-defined plan that has garnered the trust
and support of long-term investors. Their confidence in our
strategic direction is evidenced by their willingness to extend the
maturity dates of convertible notes originally used to acquire
QXTel in 2024.
These notes, previously set to mature in 2025, now have extended
maturity dates through 2026, providing iQSTEL with additional
financial flexibility to execute our growth strategy. This
extension underscores the belief that we are on a clear trajectory
to achieve our ambitious goals and deliver exceptional returns.
Our long-term investors recognize the importance of supporting
iQSTEL as we transition to a Nasdaq listing and continue to build
momentum towards our revenue and profitability targets. Their
ongoing commitment reflects their trust in our ability to execute
our plans and deliver on our promises.
A Brilliant Future Ahead
iQSTEL is more than a company--it's a testament to the power of
vision, hard work, and innovation. Together, we are creating
something extraordinary, a company that delivers exceptional
financial results while driving meaningful progress across
industries.
This is an incredibly exciting time for iQSTEL. The journey we are
on is transformative, and the opportunities ahead are limitless.
Thank you for being part of this journey, for believing in our
vision, and for sharing in our success. Together, we will achieve
extraordinary milestones and secure a bright and prosperous future
for iQSTEL and its shareholders.
Warm regards,
Leandro Iglesias
President & CEO, iQSTEL Inc.
About iQSTEL Inc.
Coral Gables, Fla.-based iQSTEL Inc. (OTCQX: IQST) is a technology
company with operations in 19 countries and a workforce of 70
employees. The company provides advanced services through its
Telecom Division, which offers VoIP, SMS, proprietary Internet of
Things (IoT) solutions, and international fiber-optic connectivity.
This division generates all of iQSTEL's revenues and operates
through subsidiaries including Etelix, SwissLink Carrier, Smartbiz
Telecom, Whisl Telecom, IoT Labs, and QGlobal SMS.
For the year ended December 31, 2023, iQSTEL reported a loss of
$219,436, a significant improvement from the loss of $5,865,761 in
the year ended December 31, 2022. As of June 30, 2024, iQSTEL had
$29,986,660 in total assets, $22,414,781 in total liabilities, and
$7,571,879 in total stockholders' equity.
Pittsburgh, Pa.-based Urish Popeck & Co., LLC, the company's
auditor since 2020, issued a "going concern" qualification in its
report dated April 1, 2024. The report cites recurring losses from
operations and insufficient revenue sources to cover operating
costs, raising substantial doubt about the company's ability to
continue as a going concern.
IVANHOE MINES: Fitch Gives 'B' Final Rating on $750MM Unsec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned Ivanhoe Mines Ltd.'s (Ivanhoe; B/Stable)
USD750 million notes a final senior unsecured 'B' rating. The
Recovery Rating is 'RR4'.
The notes are guaranteed by Ivanhoe Mines US LLC and Kipushi
Holding Limited, two intermediate holding companies, on a senior
unsecured basis.
Ivanhoe's ratings are constrained by a weak operating environment
in the Democratic Republic of Congo (DRC), where Ivanhoe's key
assets are located. They also reflect successful production ramp-up
at its Kamoa-Kakula copper and Kipushi zinc mines, leading to a
transformative rise in operating cash flow and deleveraging by
2027. The assets are among the largest mines, featuring high grades
and favorable cost positions.
Ivanhoe's 'B' Long-Term Issuer Default Rating (IDR) considers
offshore structural enhancements, with a minimum liquidity reserve
at the holding company of over USD100 million and the ability to
maintain 40% of export proceeds in offshore bank accounts.
Key Rating Drivers
Diversifying Funding Options: Ivanhoe's investments in the DRC have
so far been funded through equity issuance or share-settled
convertibles and project level debt facilities. Kamoa-Kakula opco
(40% ownership) has 0.5x-0.6x EBITDA net leverage. Kipushi opco
(62% ownership) has around 1.25x-1.5x pro forma EBITDA net leverage
post ramp-up. Following the completion of most of the capital
investment for those assets, Ivanhoe has placed the USD750 million
bonds to provide additional liquidity and funding for expansion.
Large Asset Scale: With 550kt -600kt of copper production over the
medium term at Kamoa-Kakula and 240kt -250kt of payable zinc at
Kipushi, both assets will be among the top 10 mines for the
respective metal globally. As the mines are still in ramp-up, Fitch
sees scope to optimise performance over the long term through
efficiency initiatives and process improvements.
Platreef under Construction: In South Africa, Ivanhoe is developing
a mine to produce platinum group metals (PGMs), copper and nickel
from a polymetallic ore body at competitive cost and scale. An
updated feasibility study for phase 2 is anticipated in the coming
months. A large majority of the forecast capex over 2025-2028 is
designated for Platreef phase 2, with positive free cash flow (FCF)
expected to enhance financial flexibility from 2029. However, the
phasing and overall capital budget may change.
Cash Flow Dynamics: Ivanhoe is expected to have around USD130
million expenditure per year for corporate costs and exploration
activity (part of which is discretionary). Consolidated earnings
from Kipushi and Platreef may be insufficient to pay for this
expenditure plus group cash interest and working capital over the
next three years, but receipts from Kamoa-Kakula will boost
operating cash flow to USD300 million-USD450 million from 2027,
based on Fitch's price assumptions.
Repatriation of Funds in Focus: Both Kamoa-Kakula and Kipushi will
initially amortise some opco debt. Thereafter, the shareholder
agreement seeks to i) retain minimum liquidity buffer at both
opcos, and then use residual cash flow to ii) distribute 20% net
income of the previous reporting period (payable in September) and
iii) pay accrued interest and principal on shareholder loans
quarterly. Ivanhoe has around USD2 billion of shareholder loans
outstanding to Kamoa-Kakula and USD1 billion to Kipushi.
Growth Project Impacts Leverage: Fitch forecasts EBITDA gross
leverage (which incorporates consolidated EBITDA plus repatriation
proceeds from Kamoa-Kakula) will drop to 3.8x in 2027 and further
to 2.6x in 2028 as operating cash flow strengthens amid production
ramp-ups.
Alternative Perspective: Applying proportionate consolidation for
Kamoa-Kakula, although not a rating case, would yield adjusted
EBITDA of USD850 million-USD900 million and net leverage of 2.2x in
2026 and 2027 (Fitch-adjusted debt includes USD300 million of
streaming transactions for Platreef), reducing towards 1x
thereafter as Platreef starts contributing material earnings. This
indicates that the debt load remains manageable.
Cost Position Supports Profitability: Ivanhoe's mines feature
unusually high grades compared with major copper, zinc and PGM
deposits. Nonetheless, Fitch estimates all-in sustaining costs for
assets in the DRC as mid-ranking over the medium term. Cost of
operations in the DRC are higher than in many emerging markets,
including a variety of taxes and royalties as well as logistics
costs. In contrast, the Platreef project in South Africa is
expected to be more profitable than other African PGM producers.
Offshore Treasury Enhancements: The DRC mining code allows for 40%
of export proceeds to be maintained in offshore bank accounts until
the inbound investment has been amortised. Those cash balances can
be used to pay for goods and services procured internationally, pay
dividends and service inter-company loans from shareholders. Fitch
expects that Ivanhoe will maintain hard-currency debt service cover
at the holding company in excess of 1x, with much stronger coverage
in some years, which supports its IDR.
Derivation Summary
First Quantum Minerals Ltd. (B/Rating Watch Negative) is a major
copper producer and derives, following curtailment of its Cobre
Panama mine, substantially all its earnings from Zambia, also a
country with a weak operating environment and where mining
royalties were increased in October 2018, not dissimilar to DRC.
Zambia does not have repatriation requirements for export proceeds,
while in DRC 60% of proceeds need to be repatriated.
Once its S3 extension comes online, First Quantum will have similar
production volumes in Zambia (across Kansanshi and Sentinel mines)
compared with Ivanhoe's Kamoa-Kakula mine in DRC, but at higher
all-in sustaining costs as the mines in Zambia have significantly
lower copper grades. Both companies own and operate their own
smelters.
First Quantum will continue to feature high EBITDA gross leverage
above 5x in 2025, as its Cobre Panama is not expected to restart
this year.
Key Assumptions
- Copper price (LME spot) of USD8,500/t for 2025, USD7,500/t for
2026 and subsequent years
- Zinc price (LME spot) of USD2,700/t for 2025, USD2,600/t for
2026, USD2,500/t for 2027 and subsequent years
- Nickel, platinum, palladium and gold prices in line with Fitch's
price deck, becoming relevant as and when phase 2 investment is
concluded at Platreef
- Volumes in line with management guidance
- Capex of USD318 million in 2025, USD295 million in 2026, USD443
million in 2027 and USD300 million in 2028, which by and large is
related to expansion at Platreef in South Africa. However,
following conclusion of the updated feasibility study for phase 2
at Platreef, the capital investment schedule will likely change
- Repatriation of funds from Kamoa-Kakula of USD394 million in 2027
and USD478 million in 2028, strongly contributing to funds flow
from operations and cash flow from operations
- Dividends in the single-digit US dollar million range
Recovery Analysis
Its recovery analysis assumes that Ivanhoe would be liquidated
rather than restructured as a going-concern (GC) in a default,
monetising its holding in Kamoa-Kakula, mineral properties and
other assets.
Fitch applied an advance rate of 50% for property, plant and
equipment and mineral property rights, based on the young age of
most of those assets and high-grade mineralisation in some of the
license areas.
The Kamoa-Kakula holding (40%) is valued at USD1.8 billion, based
on GC EBITDA in a financial distress of USD1.8 billion (for the
whole operation; 100%) with a 4x multiple applied and outstanding
debt repaid. The 4x multiple reflects a lack of history of
distressed sales in the DRC and the potential for the government to
intervene in any sale process.
The distributable value is applied first to secured creditors,
second to bank creditors of the opcos and third to financial
creditors at the holding company; the latter amount to USD750
million of notes and USD120 million revolving credit facilities.
After deducting 10% for administrative claims and taking into
account Fitch's Country-Specific Treatment of Recovery Ratings
Criteria, its waterfall analysis generated a waterfall-generated
recovery computation (WGRC) in the 'RR4' band, indicating a 'B'
senior unsecured rating. The WGRC output percentage on current
metrics and assumptions was 50%. The Recovery Rating for corporate
issuers in the DRC and South Africa is capped at 'RR4'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Inability to maintain hard-currency debt service coverage
comfortably above 1x at the holding company
- Fitch EBITDA gross leverage above 4.0x once repatriation of funds
from Kamoa-Kakula has commenced
- Operational disruptions or regulatory developments in the DRC
that lead to operating cash flow remaining well below USD300
million in 2027
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Material cash flow contributions from countries with a stronger
operating environment, including South Africa
- Improvement in the credit profile of the sovereign DRC, together
with Fitch EBITDA gross leverage sustained below 3.0x and funds
flow from operations above USD500 million
- Improvement of the operating environment in DRC
Liquidity and Debt Structure
At end-September 2024 Ivanhoe held USD179.9 million of cash in the
consolidated group and has signed a USD120 million revolving credit
facility that remains undrawn (maturity in December 2027 with a
one-year extension option at lender discretion). Fitch expects
Ivanhoe to maintain minimum liquidity of USD200 million in the
consolidated group over time, including over USD100 million at the
holding company.
Under the Fitch rating case Ivanhoe will be funded until at least
end-2026, following the bond issuance. Once the phase 2 feasibility
study for Platreef is updated in the coming months, management will
arrange for additional project funding, if required, before
entering into capital commitments with suppliers. The Fitch rating
case assumes around USD350 million to be raised over 2026 and 2027,
but this funding requirement may be less, depending on commodity
prices or changes to the business plan.
Issuer Profile
Ivanhoe is a diversified mining group operating the Kamoa-Kakula
copper mine (40% ownership) and Kipushi zinc mine (62% ownership)
in the DRC and developing a scalable PGM mine in South Africa.
Date of Relevant Committee
09 January 2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Ivanhoe Mines Ltd.
senior unsecured LT B New Rating RR4 B(EXP)
JERVOIS GLOBAL: Files for Chapter 11 With Prepackaged Plan
----------------------------------------------------------
Jervois Global Limited and certain of its affiliates have commenced
the prepackaged United States chapter 11 procedure. During this
process, Jervois shares are suspended from trading on the ASX, the
TSX-V and U.S. OTC market.
The Company is a global supplier of advanced manufactured cobalt
products, serving customers in the powder metallurgy, battery, and
chemical industries. The Company is an industry leader in
responsible sourcing and environmental performance, and provides
its customers with a secure and reliable supply of products. The
Debtors’ principal asset base is comprised of an operating cobalt
facility in Finland, a non-operating cobalt mine in the United
States, and a non-operating refinery in Brazil.
The Company began facing challenging market conditions in 2022 and
was subsequently impacted across consecutive years due to declining
cobalt prices resulting from Chinese oversupply. The Company is
directly exposed to fluctuations in cobalt prices. During the
second quarter of 2023, the Company commenced discussions with
third parties with regard to partnership opportunities on a number
of its assets. In September 2023, the Company launched formal
processes across multiple assets to solicit potential interest in a
sale, partnership opportunities, and any other strategic
transactions that would strengthen the Company's balance sheet and
provide the Company with necessary liquidity. Despite an extensive
marketing process and significant engagement and due diligence from
interested parties, the Company ultimately did not receive any
actionable proposals.
In April 2024, faced with upcoming bond interest coupons on its
Prepetition ICO Bonds and a maturity of its Prepetition JFO
Facility at the end of the year 2024, the Company engaged advisors
to explore a potential balance sheet restructuring. Over the last
nine months, the Company has been in extensive discussions with
Millstreet Capital Management LLC and/or one or more of its
affiliates or designees, the Company's key financial stakeholder
and funded debt holder, to explore strategic alternatives to
address the Company's balance sheet challenges.
To offer the Company breathing room and additional liquidity runway
to effectuate a comprehensive restructuring, the Plan Sponsor
agreed to certain amendments and temporary waivers of covenant and
other requirements under the Prepetition JFO Facility and
Prepetition ICO Bonds, as well as the deferral of certain interest
payments under the Prepetition ICO Bonds. Moreover, the Plan
Sponsor has provided the Company with two rounds of increased
commitments and numerous fundings under a newly created term loan
pursuant to the Prepetition JFO Facility.
On December 31, 2024, the Debtors and the Plan Sponsor entered into
a Restructuring Support Agreement, which was amended and restated
on January 28, 2025 pursuant to an Amended and Restated
Restructuring Support Agreement among the Debtors and the
Consenting Lenders (including the Plan Sponsor), which outlines the
terms of a holistic balance sheet restructuring and
recapitalization transaction, including debtor-in-possession
financing to support the Chapter 11 Cases and the Australian
Proceedings and financing to be provided on or after the Debtors'
emergence for go-forward operations.
As of the Petition Date, Millstreet and PenderFund as Consenting
Lenders are holders of approximately 98% of the Company's
outstanding debt, including: (i) 100% of outstanding principal
amount of the Company's Prepetition JFO Facility; (ii) 96% of the
outstanding principal amount of the Company's Prepetition ICO
Bonds; and (iii) 100% of the outstanding principal amount of the
Company’s Prepetition Convertible Notes.
In the weeks subsequent to the entry of the RSA, the Debtors have
worked to implement the terms of the contemplated restructuring,
which is memorialized in the Joint Prepackaged Chapter 11 Plan of
Reorganization of Jervois Texas, LLC and its Debtor Affiliates.
The Debtors are seeking confirmation of the Prepackaged Plan no
later than 40 days from the Petition Date, with emergence from the
chapter 11 cases expected by April 30, 2025, simultaneously with
the successful completion of a voluntary administration in
Australia by Debtor Jervois Global Limited as well as its
Australian subsidiaries to give full effect to the Restructuring
Transactions in Australia.
Through the consensual Prepackaged Plan, the Debtors will shed
approximately $164 million in funded debt obligations and have
support from the Plan Sponsor (and, if applicable, one or more
Additional New Money Investors) for $145 million in new equity
capital. The Restructuring Transactions will create a company that
is stronger and well-capitalized.
Notably, the Debtors' general unsecured creditors, such as trade
vendors, employees, suppliers, and customers, will not be affected
by the treatment provided under the Prepackaged Plan. Except to the
extent that any general unsecured creditor agrees to different
treatment, the Debtors will continue to pay or dispute each general
unsecured claim in the ordinary course of business. Trade contracts
and terms will be maintained, and customer relationships will
remain intact. The Debtors expect operations will continue in the
ordinary Course.
About Jervois Global
Jervois Global Limited (ASX: JRV) (TSX-V: JRV) (OTC: JRVMF) and its
affiliates are global suppliers of advanced manufactured cobalt
products, serving customers in the powder metallurgy, battery and
chemical industries. The Debtors' principal asset base is
comprised of an operating cobalt facility in Finland and
non-operating plants in both the United States and Brazil.
On January 28, 2025, Jervois Texas, LLC and seven affiliated
debtors, including Jervois Global Limited filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code.
The Debtors' bankruptcy cases are seeking joint administration
under Case No. 25-90002 and are pending before the Honorable Judge
Christopher M. Lopez in the United States Bankruptcy Court for the
Southern District of Texas.
The Debtors tapped SIDLEY AUSTIN LLP as restructuring counsel,
MOELIS & COMPANY as investment banker, and FTI CONSULTING, INC., as
restructuring advisor. STRETTO, INC., is the claims agent.
JERVOIS TEXAS: Seeks Chapter 11 Bankruptcy Protection
-----------------------------------------------------
On January 28, 2025, Jervois Texas LLC and seven of its affiliates
sought Chapter 11 protection in the U.S. Bankruptcy Court for
the Southern District of Texas.
According to court filings, the Debtors report estimated assets of
$100 million to $500 million and estimated liabilities of $100
million to $500 million owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
The Company disclosed that it will obtain benefits, as necessary or
convenient to the conduct, promotion, maintenance, and attainment
of the business of the Company, from:
(a) the use of collateral, including cash collateral, as that
term is defined in section 363(a) of the Bankruptcy Code, to the
extent applicable, which is security for prepetition secured
lenders and the prepetition secured agent, if any; and
(b) entry into a Supplemental Deed, by and among Jervois Suomi
Holding Oy, as the borrower, certain subsidiaries and affiliates of
the borrower from time to time party thereto as guarantors, the
lenders from time to time party thereto, and Acquiom Agency
Services Ltd, as agent and security agent, which amends and
restates that certain Facility Agreement, dated as of October 28,
2021, which shall include: (i) a new money term loan facility in
the aggregate amount of $25,000,000, and (ii) following the
Effective Time and upon entry of an interim order by the Bankruptcy
Court authorizing the DIP Facility, a roll-up facility in the
aggregate amount of $24,000,000.
The DIP Agent and the Consenting Lenders are represented by Erez
Gilad, Esq. -- erezgilad@paulhastings.com -- and Alex Bongartz,
Esq. -- alexbongartz@paulhastings.com -- at Paul Hastings LLP, in
New York.
The Debtors have also filed a Chapter 11 Plan, a full-text copy of
which is available for free at https://urlcurt.com/u?l=NQDLfS and
an accompanying Disclosure Statement, a full-text copy of which is
available for free at https://urlcurt.com/u?l=XodSVe
About Jervois Texas LLC
Jervois Texas LLC and its affiliates are global suppliers of
advanced manufactured cobalt products, serving customers in the
powder metallurgy, battery and chemical industries. The Debtors'
principal asset base is comprised of an operating cobalt facility
in Finland and non-operating plants in both the United States and
Brazil.
Jervois Texas LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.25-90002) on
January 28, 2025. Seven affiliates also filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code: Jervois Global
Limited, Jervois Suomi Holding Oy, Jervois Finland Oy, Jervois
Japan Inc., Formation Holding US, Inc., Jervois Mining USA Limited,
and Jervois Americas LLC.
Honorable Bankruptcy Judge Christopher M. Lopez handles the
case.
The Debtors' restructuring counsel are Duston K. McFaul, Esq., at
Sidley Austin LLP, in Houston, Texas, and Stephen E. Hessler, Esq.,
Anthony Grossi, Esq., Andrew Townsell, Esq., and Weiru Fang, Esq.,
at Sidley Austin LLP, in New York.
The Debtors' investment banker is MOELIS & COMPANY. The Debtors'
restructuring advisor is FTI CONSULTING, INC. The Debtors' Claims,
Noticing & Solicitation Agent is STRETTO, INC. The Debtors' tax
advisor is PRICEWATERHOUSE COOPERS INTERNATIONAL LIMITED.
JOANN INC: Ad Hoc Term Loan Group Revises Rule 2019 Statement
-------------------------------------------------------------
In the Chapter 11 cases of JOANN Inc. and affiliates, the Ad Hoc
Term Loan Group filed an amended verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure.
In December 2024, the Ad Hoc Term Loan Group (as comprised from
time to time) formed and retained Gibson, Dunn & Crutcher LLP to
represent it as legal counsel in connection with a potential
financing or restructuring of the outstanding debt obligations of
the Debtors.
Subsequently, in January 2025, Gibson Dunn contacted Morris,
Nichols, Arsht & Tunnell LLP to serve as Delaware co-counsel to the
Ad Hoc Term Loan Group. Furthermore, in January 2025, the Ad Hoc
Term Loan Group retained Glenn Agre Bergman & Fuentes LLP to
represent it as legal counsel in connection with the potential
financing or restructuring of the outstanding debt obligations of
the Debtors and certain of their subsidiaries and affiliates.
Gibson Dunn, Glenn Agre, and Morris Nichols represent (as that term
is defined in Bankruptcy Rule 2019(a)(2)) the Ad Hoc Term Loan
Group, comprised of the beneficial holders or the investment
advisors or managers for certain beneficial holders in their
capacities as lenders under that certain Credit Agreement, dated as
of April 30, 2024 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement" and the Loans
(as defined in the Credit Agreement) made thereunder, the "Term
Loans"), by and among Needle Holdings LLC, as borrower, Joann
Holdings 2, LLC, as holdings, the lenders party thereto from time
to time, and Wilmington Savings Fund Society, FSB, as
administrative agent.
Gibson Dunn, Glenn Agre, and Morris Nichols do not represent or
purport to represent any other entities in connection with the
Debtors' chapter 11 cases. Gibson Dunn, Glenn Agre, and Morris
Nichols do not represent the Ad Hoc Term Loan Group as a
"committee" (as such term is used in the Bankruptcy Code and
Bankruptcy Rules) and do not undertake to represent the interests
of, and are not fiduciaries for, any creditor, party in interest,
or other entity that has not signed a retention agreement with
Gibson Dunn, Glenn Agre, or Morris Nichols.
In addition, the Ad Hoc Term Loan Group does not represent or
purport to represent any other entities in connection with the
Debtors' chapter 11 cases. Each member of the Ad Hoc Term Loan
Group does not represent the interests of, nor act as a fiduciary
for, any person or entity other than itself in connection with the
Debtors' chapter 11 cases.
The names, addresses, and disclosable economic interests of all the
members of the Ad Hoc Term Loan Group are as follows:
1. Fidelity Management & Research Company LLC, for and on behalf of
certain funds and accounts
managed by it and its affiliates
245 Summer Street
Boston, MA 02210
* Term Loans: $20,486,893.27
* Shares of Common Stock: 13,679,069
2. LCM Asset Management LLC
399 Park Avenue, 22nd Floor
New York, NY 10022
* Term Loans: $25,845,829.90
* Shares of Common Stock: 17,205,629
3. Nuveen Asset Management, LLC
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262
* Term Loans: $20,602,239.06
* Shares of Common Stock: 13,825,340
4. Octagon Credit Investors, LLC
250 Park Avenue, 15th Floor
New York, NY 10177
* Term Loans: $23,604,575.60
* Shares of Common Stock: 15,799,228
Attorneys for the Ad Hoc Term Loan Group:
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Robert J. Dehney, Esq.
Matthew B. Harvey, Esq.
Brenna A. Dolphin, Esq.
1201 North Market Street
16th Floor
Wilmington, Delaware 19801
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
E-mail: rdehney@morrisnichols.com
mharvey@morrisnichols.com
bdolphin@morrisnichols.com
- and -
GIBSON, DUNN & CRUTCHER LLP
Scott J. Greenberg, Esq.
Joshua Brody, Esq.
Kevin Liang, Esq.
200 Park Avenue
New York, New York 10166
Telephone: (212) 351-4000
Facsimile: (212) 351-4035
Email: SGreenberg@gibsondunn.com
JBrody@gibsondunn.com
KLiang@gibsondunncom
- - and –
GLENN AGRE BERGMAN & FUENTES LLP
Andrew K. Glenn, Esq.
Kurt A. Mayr, Esq.
Agustina G. Berro, Esq.
Malak S. Doss, Esq.
Esther Hong, Esq.
1185 Avenue of the Americas, 22nd Floor
New York, New York 10036
Telephone: (212) 970-1600
Email: aglenn@glennagre.com
kmayr@glennagre.com
aberro@glennagre.com
mdoss@glennagre.com
ehong@glennagre.com
About Joann Inc.
JOANN operates in the fabric and sewing industry with one of the
largest assortments of arts and crafts products. JOANN has
transformed itself into a fully-integrated, digitally-connected
omni-channel retailer.
JOANN reported a net loss of $200.6 million for the year ended Jan.
28, 2023.
On March 18, 2024, JOANN Inc. and 9 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-10418). JOANN listed
$2,257,700,000 in assets against $2,440,700,000 in liabilities as
of Oct. 28, 2023.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Latham & Watkins, LLP as legal counsel; Houlihan
Lokey Capital, Inc. as investment banker; and Alvarez & Marsal
North America, LLC, as financial advisor. Kroll Restructuring
Administration, LLC is the noticing agent.
JOANN Inc., on April 30, 2024 successfully emerged from its
court-supervised financial restructuring process.
2nd Attempt
Joann Inc. sought voluntary Chapter 11 petition for the second time
under U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10068) on
Jan. 15, 2025.
Kirkland & Ellis is serving as legal counsel to JOANN, with
Centerview Partners LLC serving as financial advisor and Alvarez &
Marsal North America, LLC serving as restructuring advisor.
JOHNSTOWN REDEVELOPMENT: S&P Raises Revenue Bond Rating to 'BB+'
----------------------------------------------------------------
S&P Global Ratings raised its underlying rating to 'BB+' from 'BB'
on the Johnstown Redevelopment Authority (JRA), Pa.'s existing
rated sewer revenue bonds outstanding. The outlook is positive.
"The upgrade reflects our belief that recent rate hikes in 2023 and
the implementation of more robust financial policies have allowed
debt service coverage and liquidity metrics to improve in fiscal
years 2023 and 2024 from historically weak levels," said S&P Global
Ratings credit analyst Alan Shabatay.
"The positive outlook is based on our expectation that this
additional revenue and management's ongoing monitoring of its costs
are likely to help JRA's financial metrics improve over time," he
added.
The existing bonds are limited revenue obligations of the
authority, payable solely from the pledged revenue and assessments
under the indenture, which states that the authority must establish
user rates and other charges to cover operations, maintain a debt
service reserve fund (DSRF), and provide 1.1x coverage of the
maximum annual debt service (MADS) requirements. Cash can be used
to provide for any deficiency in pledged revenue, a provision we
view as weak and permissive. The authority maintains a restricted
DSRF for capital market issuances, which, in S&P's view, improves
available liquidity to help make debt service payments for
bondholders. The most recent balance in the DSRF was approximately
$1 million. Principal and interest payments are semiannual and are
due on Feb. 15 and Aug. 15.
KAMAN CORP: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------
Moody's Ratings assigned a B2 corporate family rating and B2-PD
probability of default rating to Kaman Corporation. Kaman
Corporation, Quantic Electronics, LLC, Quantic Corporate Holdings,
Inc. and Subs, Sanders Industries Holdings, Inc. and Qnnect, LLC
are co-borrowers and companies collectively known as "Arxis".
Concurrently, Moody's assigned B2 ratings to Arxis' proposed $2.65
billion 7-year backed senior secured term loan, $400 million 5-year
backed senior secured first lien revolving credit facility and $250
million 7-year backed senior secured delayed draw term loan. The
rating outlook is stable.
Proceeds from the senior secured term loan will be used to
refinance existing debt from affiliated companies, fund a
shareholder dividend and pay transaction costs.
The assignment of the B2 CFR reflects Moody's expectation for high
financial leverage, good liquidity and aggressive financial
policies. These factors are mitigated in part by the positive
outlook Moody's have on the aerospace and defense sector, which
will provide stable revenue growth from both the commercial
aerospace and defense markets. Further, the realization of
operational efficiencies will contribute to EBITDA margin
expansion. The assignment of the B2 ratings on the secured debts
reflects that they represent the preponderance of debt in Arxis'
capital structure.
RATINGS RATIONALE
The B2 CFR is constrained by the company's high financial leverage
and private equity ownership. Moody's estimate that pro forma
adjusted debt/EBITDA of roughly 6.7 times as of September 30, 2024
will decline to approximately 6.2x by December 31, 2025. Moody's
anticipate the use of aggressive financial policies, but expect
that demand for the company's products will remain strong and cost
savings will be realized.
The B2 CFR is supported by Arxis' solid market position as a
provider of products that require considerable process and
engineering expertise for design, manufacturing and ongoing
certification requirements. The company's technological expertise
to spec and create new products for its longstanding customer base
has created a competitive advantage for Arxis. Platforms that Arxis
supports tend to have updates and enhancements after being in the
market for many years which positions Arxis favorably to supply
updated or modified parts when these product updates and
enhancements occur.
The stable outlook reflects Moody's expectation of positive free
cash flow and maintenance of good liquidity over the next 12-18
months.
Liquidity is good. Cash on hand as of transaction close will be
approximately $80 million. Initially, there will be a $351 million
dividend issued in conjunction with the funding of the $2.65
billion term loan. Thereafter, Moody's do not anticipate additional
dividends over the next 12-18 months. Moody's project that the
company will generate positive free cash flow of around $100
million per annum. Liquidity will also be supported by a $400
million revolving credit facility that Moody's expect will be
undrawn at transaction close. Revolver draws will be modest over
the next 12-18 months and will primarily be used for working
capital purposes and potential acquisitions.
The company's Credit Impact Score is CIS-4, which indicates that
the ratings are lower than they would have been if ESG risk
exposure did not exist. Arxis has high governance risk arising from
financial policies with high leverage and risk of significant
capital outflows. The environmental risk that Arxis faces relates
to the company's manufacturing processes. Social risk relates to
the ability for Arxis to recruit and retain engineering talent
which factors heavily into the company's competitiveness.
Environmental and social risks are both moderate.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Arxis sustains positive free cash
flow to debt above 5%. Adjusted debt/EBITDA sustained below 5.0
times in conjunction with demonstration of more conservative
financial policies could also be supportive of an upgrade.
The ratings could be downgraded if liquidity weakens, funds from
operations plus interest-to-interest is sustained below 1.5 times
or adjusted debt / EBITDA is sustained above 6.5 times.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $453.0 million and 100% of
EBITDA, plus unlimited amounts up to 6.0x first lien net leverage
ratio. There is an inside maturity sublimit up to the greater of
$453.0 million and 100% of EBITDA, along with incremental
facilities incurred in connection with permitted acquisitions and
investments. A "blocker" provision restricts the designation of
restricted subsidiaries as unrestricted subsidiaries, if at the
time of the designation they own material intellectual property.
The credit agreement is expected to provide some limitations on
up-tiering transactions, requiring affected lender consent for
amendments that subordinate the debt or liens other than in
transactions permitted under fundamental changes or asset sale
covenants, and unless such lenders can ratably participate in such
priming debt. Amounts up to 100% of unused capacity from the
starter and growth prongs of the builder basket, the general
restricted payments basket, the Leverage Excess Proceeds and the
Permitted Core Business RP basket may be reallocated to incur debt.
The borrower can make restricted payments from a Leverage Excess
Proceeds Restricted Payments Basket, to be defined. Net cash
proceeds from any Permitted Core Businesses disposition (a sale of
a core business where borrower continues to own two or more such
businesses) is subject to mandatory prepayment above 5.75x first
lien net leverage ratio and otherwise may be used to fund
restricted payments.
The capital structure is portable for three years after closing,
subject to 6.25x first lien net leverage, 6.75x total net leverage,
30% equity contribution requirement and certain sponsor
conditions.
Arxis is a designer and manufacturer of proprietary electronic and
mechanical components used in defense, aerospace, medical and other
specialty industrial end markets. The company represents the
unification of four separate platforms that are owned by sponsor
Arcline Investment Management which includes Kaman Corporation,
Qnnect, Quantic and Integrated Polymer Solutions. Pro forma revenue
for twelve months ended September 30, 2024 was $1.38 billion.
The principal methodology used in these ratings was Aerospace and
Defense published in December 2024.
KARBONX CORP: Reports $1.16 Million Net Loss in Fiscal Q2
---------------------------------------------------------
Karbon-X Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1,161,555 on $1,175,060 of sales for the three months ended
November 30, 2024, compared to a net loss of $1,342,063 on $36,082
of sales for the three months ended November 30, 2023.
For the six months ended November 30, 2024, the Company reported a
net loss of $1,966,321 on $1,302,489 of sales, compared to a net
loss of $1,692,094 on $39,840 of sales for the same period in
2023.
To date, the Company has generated minimal revenues from its
business operations and has incurred operating losses since
inception of $6,903,663. The Company will require additional
funding to meet its ongoing obligations and to fund anticipated
operating losses. The ability of the Company to continue as a going
concern is dependent on raising capital to fund its initial
business plan and ultimately to attain profitable operations.
Accordingly, these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company
intends to continue to fund its business by way of private
placements and advances from related parties as may be required.
As of November 30, 2024, the Company had $6,340,514 in total
assets, $4,049,304 in total liabilities, and $2,291,210 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5yufewaj
About Karbon-X
Calgary, Canada-based Karbon-X Corp. provides customized
transactional options, tailored insights, and scalable access to
the Verified Emissions Reduction markets.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated September 13, 2024, citing that the Company has
generated minimal revenues from its business operations and has
incurred operating losses since inception. These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
KNOT WORLDWIDE: Moody's Affirms 'B2' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Ratings affirmed The Knot Worldwide Inc.'s ("The Knot") B2
corporate family rating, B2-PD probability of default rating and B2
senior secured bank credit facility (revolver and term loan)
ratings. The outlook is maintained stable. The Knot is a provider
of online marketplaces for wedding-related services.
The affirmation of the B2 CFR with a stable outlook reflects
Moody's anticipation for improving credit metrics and solid cash
flow generation over the next 12 to 18 months, despite slower
revenue growth.
In 2024, revenue growth returned to historical mid-single-digit
levels, well below the double-digit growth over the last several
years. Despite the lower topline growth, the company expanded
profitability rates due to streamlined investment spending and a
restructuring program implemented during 2024 to reduce its local
marketplace cost base by approximately 10%. This program aligns
with the company's new strategic initiatives to modernize and
improve customer experience and content on its wedding platform. As
a result, the company's debt-to-EBITDA for the 12 months ended
September 30, 2024, decreased to around 6.3 times from the low-7.0
range a year ago, pro forma for the October 2023 dividend
recapitalization transaction. Given Moody's expectation for more
subdued revenue growth over the next 12 to 18 months, Moody's
anticipate that the company's credit metrics will improve only
modestly through 2026, with the debt-to-EBITDA ratio likely
remaining above 5.5 times. Given the platform investments and
slower growth, a dividend or M&A could pressure the B2 and stable
outlook.
The company also continues to generate healthy free cash flow and
has maintained a free cash flow-to-debt ratio above 5% over the
past two years, supporting the B2 rating. Moody's project the Knot
will generate at least $40 million of annual free cash flow over
the next 12-15 months, benefiting from the December 2024 debt
repricing and interest rate hedges.
RATINGS RATIONALE
The Knot's B2 CFR is constrained by the company's: (1) highly
leveraged debt capital structure, with debt-to-EBITDA projected to
remain above 6.0 times through 2025; (2) modest revenue size and
narrowly focused products and services; (3) limited organic growth
prospects over the next 12 months given new strategic priorities to
focus on longer-term growth; (4) exposure to cyclical consumer
spending and evolving technology changes; and (5) concentrated
ownership and risk of more aggressive financial strategies.
The rating is supported by: (1) its established competitive
position in online wedding services; (2) a subscription-based
revenue model that provides a stable baseline of sales; (3) strong
profitability with EBITDA margins in the high 20% range as
September 30, 2024; and (4) Moody's expectation that the company
will maintain very good liquidity, including free cash flow-to-debt
of at least 5% over the next 12-15 months.
All financial metrics cited reflect Moody's standard adjustments.
In addition, EBITDA is reduced by capitalized software costs.
Moody's expect the Knot to have very good liquidity over the next
12-15 months. Sources of liquidity include approximately $95
million in balance sheet cash as of September 30, 2024, Moody's
expectation of annual free cash flow of around $40 million in 2025,
and full availability under its $50 million revolving credit
facility expiring in October 2028. The company's credit agreement
includes a springing maximum first-lien net leverage test for the
benefit of revolver lenders only, applicable when at least 40% of
the facility is drawn and set at 8.1 times (based on the credit
agreement definition). Moody's do not expect the covenant to be
triggered over the near term and believe there is ample cushion
within the covenant based on Moody's projected earnings levels for
the next 12-15 months.
The affirmations of the B2 first lien senior secured credit
facility (revolver and term loan) ratings incorporate both the
probability of default as reflected in the B2-PD PDR and a loss
given default assessment of the individual debt instruments.
Because there is a single family of debt, the individual
instruments' risk directly reflects directly the overall corporate
risk, captured in the B2 CFR, so the instruments are also rated B2.
The credit facility benefits from secured guarantees of the
borrower, its parent, and its current and future material domestic
subsidiaries.
The stable outlook reflects Moody's expectations of a
low-single-digit revenue growth and profitability improvements at
slightly higher rate over the next 12-18 months, leading to the
company's debt-to-EBITDA declining below 6.0 times. Moody's project
the Knot will maintain very good liquidity, including healthy
balance sheet cash and free cash flow-to-debt of at least 5% in
2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company meaningfully increases
its scale, demonstrates consistent topline growth in the mid-single
digits or better, sustains its debt-to-EBITDA leverage at or below
5.0 times, and maintains EBITDA-less-capex-to-interest expense
above 2.5 times. Additionally, given private equity ownership, the
company must demonstrate restraint with debt funded growth
initiatives and maintain balanced, predictable financial strategies
to be considered for an upgrade.
The ratings could be downgraded if organic revenue growth is weaker
than expected, margins compress significantly, or debt to EBITDA
exceeds 6.5 times on sustained basis. Downgrade risk also rises if
liquidity worsens, such as free cash flow-to-debt falling below 3%
consistently or if financial policies become more aggressive.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
The Knot Worldwide Inc., headquartered in Chevy Chase, MD, is a
leading provider of online wedding services. Moody's project the
company's annual revenue will approach $500 million at the end of
2025.
KOFFLER PROPERTIES: Updates Several Secured Claims; Amends Plan
---------------------------------------------------------------
Koffler Properties LLC submitted a Third Amended Plan of
Reorganization.
The Plan Proponent's financial projections show that the Debtor
will have projected disposal income after expenses for the
three-year period of $1,679,247, an average of $559,749 annually.
The total of payments on secured claims required under this Plan
for the same three-year period is $977,760, or $325.920 annually.
The final Plan payment is expected to be paid on February 1, 2028.
This Second Amended Plan of Reorganization proposes to pay
creditors of the Debtor from cash flow from future operations over
a five-year period.
Non-priority unsecured creditors holding allowed claims will
receive full payment of their claims. This Plan also provides for
full payment of administrative and priority tax claims.
Finally, this Plan also provides for the full payment of allowed
secured claims with interest at the rate of 11.5% per annum from
the Petition Date (except for Class 4 creditors who will receive
13.99% per annum from the Petition Date to the Effective Date, but
11.5% per annum thereafter). The Class 2 claim, a governmental
entity, will receive interest at the rate of 18% per annum, the
non-bankruptcy interest rate, from the Effective Date.
Class 2 consists of the Secured claim of Sacramento County Tax
Collector. Class 2 is impaired but will be paid in full ($70,702),
with interest at 18% per annum from the Effective Date, with
payments of $1,796 per month, commencing March 1, 2025, and
continuing for 36 months at which time the principal balance and
unpaid interest will be paid.
Class 4 consists of the Secured claim of Barry L. And Ellen C.
Montblatt. This class is impaired but will be paid in full
($382,122), with interest at 13.99% per annum from the Petition
Date to the Effective Date, at which time interest will be at 11.5%
per annum, with payments of $4,278 per month, commencing March 1,
2025, and continuing for 18 months at which time the unpaid balance
(principal, interest, attorney's fees, and advances) will be paid.
Adequate protection payments paid prior to the Effective Date will
be applied to accrued interest. The holder of the claim in this
class will retain its deed of trust until it has been paid pursuant
to this Plan.
Class 5 consists of the Secured claim of Center Street Lending
(3736 7th Avenue). Class 5 is impaired but will be paid in full
($309,647), with interest at 11.5% per annum from the Petition
Date, with payments of $2,967 per month, commencing March 1, 2025,
and continuing for 18 months, at which time the unpaid balance of
the claim, together with any post-petition advances and interest,
will be paid. Adequate protection payments paid prior to the
Effective Date will be applied to accrued interest. Any remaining
unpaid interest from the Petition Date to the Effective Date will
be paid on August 1, 2026 and will not bear interest. The holder of
the claim in this class will retain its deed of trust until it has
been paid pursuant to this Plan.
Class 6 consists of the Secured claim of Center Street Lending
(4409 10th Avenue). Class 6 is impaired but will be paid in full
($227,903), with interest at 11.5% per annum from the Petition
Date, with payments of $2,184 per month, commencing March 1, 2025,
and continuing for 18 months, at which time the unpaid balance of
the claim, together with any post-petition advances and interest,
will be paid. Adequate protection payments paid prior to the
Effective Date will be applied to accrued interest. Any remaining
unpaid interest from the Petition Date to the Effective Date will
be paid on August 1, 2026 and will not bear interest. The holder of
the claim in this class will retain its deed of trust until it has
been paid pursuant to this Plan.
Class 7 consists of the Secured claim of Center Street Lending
(3722 43rd Street, 3948 8th Avenue, 3407 41st Street, 3425 44th
Street, and 3627 20th Avenue). Class 7 is impaired but will be paid
in full ($1,661,068), with interest at 11.5% per annum from the
Petition Date, with payments of $15,919 per month, commencing March
1, 2025, and continuing for 18 months, at which time the unpaid
balance of the claim, together with any post-petition advances and
interest, Adequate protection payments paid prior to the Effective
Date will be applied to accrued interest. Any remaining unpaid
interest from the Petition Date to the Effective Date will be paid
on August 1, 2026 and will not bear interest.
Like in the prior iteration of the Plan, holders of non-priority
unsecured claims in Class 10 will be paid in cash on the Effective
Date.
The Debtor will have sufficient cash to pay all unclassified claims
and claims which are to be paid on the Effective Date, all of which
are nominal. The Debtor has sufficient cash flow to pay the monthly
payments of all classes of secured claims for the next 18 months.
Finally, once the Debtor has successfully made all payments for the
next 18 months, refinancing of the consensual secured claims from
more conventionally lenders at lower interest rates will make it
possible to pay the principal balances and any accrued interest and
advances due on secured claims at that time. In the unlikely event
refinancing is not possible, the real property collateral can be
sold in order to pay the unpaid balances.
A full-text copy of the Third Amended Plan of Reorganization dated
January 21, 2025 is available at https://urlcurt.com/u?l=autUJ9
from PacerMonitor.com at no charge.
Attorney for the Debtor:
David C. Johnston, Esq.
Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 900-9199
Email: david@johnstonbusinesslaw.com
About Koffler Properties
Koffler Properties LLC, a limited liability company in Sacramento,
Calif., filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-23380) on Sept. 27,
2023, with $1 million to $10 million in both assets and
liabilities. Lisa Holder, Esq., a practicing attorney in
Bakersfield, Calif., has been appointed as Subchapter V trustee.
Judge Christopher M. Klein oversees the case.
David C. Johnston, Esq., is the Debtor's legal counsel.
KRAIG BOCRAFT: Inks $10M Standby Equity Purchase Deal With YA II PN
-------------------------------------------------------------------
Kraig Biocraft Laboratories, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that it
entered into a Standby Equity Purchase Agreement with YA II PN,
LTD., a Cayman Islands exempt limited company.
Pursuant to the SEPA, the Company has the right to sell to the
Investor up to $10 million of its shares of common stock, subject
to certain limitations and conditions set forth in the SEPA, from
time to time during the term of the SEPA. Sales of the shares of
common stock to the Investor under the SEPA, and the timing of any
such sales, are at the Company's option, and the Company is under
no obligation to sell any shares of common stock to the Investor
under the SEPA except in connection with notices that may be
submitted by the Investor, in certain circumstances.
Upon the satisfaction of the conditions to the Investor's purchase
obligation set forth in the SEPA, including having a registration
statement registering the resale of the shares of common stock
issuable under the SEPA declared effective by the SEC, the Company
will have the right, but not the obligation, from time to time at
its discretion until the SEPA is terminated to direct the Investor
to purchase a specified number of shares of common stock by
delivering written notice to the Investor. While there is no
mandatory minimum amount for any Advance, it may not exceed an
amount equal to 100% of the average of the daily traded amount
during the five consecutive trading days immediately preceding an
Advance Notice.
In addition to the satisfaction of the conditions, the Investor
shall not be obligated to purchase or acquire, and shall not
purchase or acquire, any common stock under the SEPA which, when
aggregated with all other common stock beneficially owned by the
Investor and its affiliates, would result in the beneficial
ownership by the Investor and its affiliates (on an aggregated
basis) of a number of shares of common stock exceeding 4.99% of the
then outstanding voting power or number of common shares. In
addition, in no event shall an Advance exceed the number of common
shares registered in respect of the transactions contemplated
hereby under the registration statement then in effect.
The Company shall pay the Investor a structuring fee in an amount
of $25,000, of which $10,000 has been paid, and $15,000 shall be
paid on the earlier of:
(a) the Closing of the first Advance, or
(b) the termination of the SEPA.
Additionally, within three days of signing the SEPA, the Company
shall pay a commitment fee in an amount equal to 1.00% of the
Commitment Amount consisting of such number of Common Shares that
is equal to the Commitment Fee divided by the average of the daily
VWAPs of the Common Shares during the 3 Trading Days immediately
prior to the Effective Date. The Commitment Shares issuable
hereunder shall be included on the initial Registration Statement.
The SEPA will automatically terminate on the earliest to occur of:
(i) 36-month anniversary of the Effective Date or
(ii) the date on which the Investor shall have made payment of
Advances pursuant to the SEPA for shares of common stock equal to
the Commitment Amount.
The Company has the right to terminate the SEPA at no cost or
penalty upon five trading days' prior written notice to the
Investor, provided that there are no outstanding Advance Notices
for which shares of common stock need to be issued. Neither the
Company nor the Investor may assign or transfer their respective
rights and obligations under the SEPA, and no provision of the SEPA
may be modified or waived other than by an instrument in writing
signed by both parties.
"We have worked with Yorkville in the past and we are excited to
renew and strengthen that relationship. This strategic financial
relationship provides Kraig Labs with the flexibility to support
the growth of spider silk commercialization," said Founder and CEO,
Kim Thompson. "The SEPA provides access to significant growth
capital, allowing us to focus on executing our vision for
eco-friendly, cost-effective spider silk production. We will put
this capital to work, building out our production capacity and
spider silk inventory, developing new consumer products, and
establishing partnerships with market channel sales partners."
About Kraig Biocraft
Ann Arbor, Mich.-based Kraig Biocraft Laboratories, Inc., a Wyoming
corporation, is organized to develop high-strength fibers using
recombinant DNA technology for commercial applications in technical
textiles.
For the three and nine months ended September 30, 2024, and 2023,
Kraig Biocraft Laboratories recognized $0 and $0 respectively in
revenue. The Company had a working capital deficiency of $8,102,679
and stockholders' deficiency of $7,357,009 and used $1,326,563 of
cash in operations for the nine months ended September 30, 2024.
This raises substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
capital and implement its business plan.
As of September 30, 2024, Kraig Biocraft Laboratories had
$2,026,358 in total assets, $9,383,367 in total liabilities, and
$7,357,009 in total stockholders' deficit.
KULR TECHNOLOGY: Increases Bitcoin Holdings to $50 Million
----------------------------------------------------------
KULR Technology Group, Inc. announced that it has increased its
bitcoin purchases for its Bitcoin Treasury by an additional $8
million to reach a total of $50 million in bitcoin acquisitions.
The additional purchases were made at a weighted average price of
$101,695 per bitcoin, inclusive of fees and expenses. The Company
now holds 510 BTC.
This strategic move aligns with KULR's Bitcoin Treasury Strategy
announced on December 4, 2024, wherein the Company committed up to
90% of its surplus cash reserves to be held in bitcoin.
BTC Yield as a Key Performance Indicator
Year to date, KULR has achieved a BTC Yield of 127%, leveraging a
combination of surplus cash and its At-The-Market (ATM) equity
program to fund purchases.
KULR uses "BTC Yield" as a key performance indicator (KPI) for its
Bitcoin Treasury strategy. BTC Yield is calculated as the
percentage change period-to-period in the ratio of the Company's
bitcoin holdings to its Assumed Fully Diluted Shares Outstanding.
This KPI helps assess the effectiveness of KULR's bitcoin
acquisition strategy in a manner KULR believes drives shareholder
value.
Important Considerations Regarding BTC Yield
BTC Yield is intended to provide insights into KULR's bitcoin
acquisition strategy but should not be interpreted as a measure of
operating performance, financial return, or liquidity. It is not
equivalent to traditional yield metrics, nor does it account for
the Company's liabilities or broader financial position.
The trading price of KULR's common stock is influenced by multiple
factors beyond bitcoin holdings, and BTC Yield does not predict or
reflect the stock's market value. Investors should consider this
metric as a supplementary tool and refer to the Company's financial
statements and SEC filings for additional information about the
Company's financial position.
KULR remains committed to its strategic goals of advancing
shareholder value while adhering to disciplined financial
management.
For additional details, please visit www.kulrtechnology.com.
About KULR Technology Group
KULR Technology Group Inc. -- www.kulrtechnology.com -- delivers
cutting edge energy storage solutions for space, aerospace, and
defense by leveraging a foundation of in-house battery design
expertise, comprehensive cell and battery testing suite, and
battery fabrication and production capabilities. The Company's
holistic offering allows delivery of commercial-off-the-shelf and
custom next generation energy storage systems in rapid timelines
for a fraction of the cost compared to traditional programs.
Los Angeles, Calif.-based Marcum LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company has a working capital
deficit, has incurred losses from operations, and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
As of September 30, 2024, KULR had $12,354,812 in total assets,
$7,180,785 in total liabilities, and $5,174,027 in total
stockholders' equity.
LI-CYCLE HOLDINGS: Glencore Entities Hold 69.8% Stake as of Jan. 16
-------------------------------------------------------------------
Glencore plc disclosed in a Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of October 15,
2024, it and its affiliated entities -- Glencore International AG
and Glencore Canada Corporation -- beneficially owned an aggregate
of 82,447,356 Common Shares of Li-Cycle Holdings Corp. issuable
upon the conversion of the Senior Secured Convertible Note and A&R
Glencore Convertible Notes directly owned by Glencore Canada
Corporation, including accrued but unpaid interest through January
21, 2025, plus 7,423 Common Shares previously awarded to Mr. Kunal
Sinha under the Company's 2021 Incentive Award Plan.
This amount of Common Shares represents approximately 69.8% of the
outstanding Common Shares and is calculated based on 35,603,217
Common Shares of the Company outstanding as of January 16, 2025
(such outstanding shares based on information provided to the
Reporting Persons by the Company), plus the 82,447,356 Common
Shares of the Company issuable to Glencore Canada Corporation upon
conversion of all of the Senior Secured Convertible Note and A&R
Glencore Convertible Notes directly owned by Glencore Canada
Corporation including accrued but unpaid interest through January
21, 2025. Mr. Sinha is the Global Head of Recycling at the Glencore
group and holds the securities for the benefit of the Reporting
Persons, and will, after vesting, if applicable, transfer the
securities directly to the Reporting Persons. As of the date
hereof, the aggregate outstanding principal amount of the A&R
Glencore Convertible Notes and Senior Secured Convertible Note is
$245,831,872.79 (inclusive of PIK interest) and $81,573,643.75
(inclusive of PIK interest), respectively.
A full-text copy of Glencore's SEC Report is available at:
https://tinyurl.com/3shda3y5
About Li-Cycle Holdings Corp.
Li-Cycle Holdings Corp. is a Canada-based global lithium-ion
battery resource recovery company and pure-play lithium-ion battery
recycler.
Vaughan, Canada-based KPMG LLP, the Company's former auditor,
issued a "going concern" qualification in its report dated March
15, 2024, citing that the Company has suffered recurring losses
from operations since inception, continued cash outflows from
operating activities and paused its construction of the Rochester
Hub project, that raise substantial doubt about its ability to
continue as a going concern.
Li-Cycle reported a net loss of $138 million for the year ended
December 31, 2023, compared to net loss of $70.8 million for the
year ended December 31, 2022. As of June 30, 2024, Li-Cycle had
US$899.9 million in total assets, US$664.2 million in total
liabilities, and US$235.7 million in total equity.
LITTLE MINT: Davis Hartman Represents 1050 Holdings & Presovian 8
-----------------------------------------------------------------
The law firm of Davis Hartman Wright LLP ("DHW") filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 case of The Little
Mint Inc., the firm represents:
1. 1050 Holdings, LLC
Attn: Gulay Yener
4000 Island Boulevard Apt 1807
Aventura, Florida 33160
2. Presovian 8, LLC
Attn: Rob Frankel
3950 Laural Canyon Blvd #1824
Studio City, California 91604
DHW has reviewed both client's creditor positions and the proposed
treatment from the Debtor and believes that no conflict exists
between 1050 and P8.
DHW has advised, consistent with N.C. R. Prof. Cond. 1.7, both 1050
and P8 with respect to its concurrent representation in the
Bankruptcy Case, and both 1050 and P8 have tendered their informed
consent to the such joint and concurrent representation.
DHW's representation of both 1050 and P8 is not prohibited by
applicable North Carolina law, does not involve the assertion of a
claim by either 1050 or P8 against one another, and DHW reasonably
believes that it can, and will be able to, provide competent and
diligent representation to both 1050 and P8.
DHW does not hold any claims against, or interest in, the Debtor.
The law firm can be reached at:
John C. Bircher III, Esq.
DAVIS HARTMAN WRIGHT LLP
209 Pollock Street
New Bern, NC 28560
Telephone/Fascimile 252-262-7055
Email: jcb@dhwlegal.com
About The Little Mint Inc.
The Little Mint Inc., doing business as Hwy 55 Burgers Shakes &
Fries, owns multiple Hwy 55 Burgers, Shakes & Fries restaurants.
The Little Mint Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-04510) on Dec. 31,
2024. In its petition, the Debtor estimated assets between $1
million and $10 million and estimated liabilities between $10
million and $50 million.
Judge Joseph N. Callaway presides over the case.
Rebecca F. Redwine, Esq. of HENDREN, REDWINE & MALONE, PLLC, is the
Debtor's counsel.
MALLARD COVE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mallard Cove Senior Development, LLC
1410 Mallard Cove Drive
Sharonville, OH 45246
Business Description: Mallard Cove is a family-owned senior living
community that specializes in two essential
care levels: Assisted Living and Memory
Care. Its focus is on providing the
lifestyle, support, and care that its
residents desire. Community amenities
include a variety of lifestyle and fitness
activities, weekly housekeeping and laundry
services, 24/7 security, scheduled
transportation, and spacious apartment
options with full or partial kitchens.
Residents can enjoy walk-in closets, scenic
pond views, as well as carport parking and
additional storage.
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 25-70026
Debtor's Counsel: Michael J. Roeschenthaler, Esq.
RAINES FELDMAN LITTRELL LLP
11 Stanwix Street
Suite 1100
Pittsburgh, PA 15222
Tel: 412-899-6472
E-mail: mroeschenthaler@raineslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jonathan Levey as manager and sole
member.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/LQ5OLZA/Mallard_Cove_Senior_Development__pawbke-25-70026__0001.0.pdf?mcid=tGE4TAMA
MATTHEWS INTERNATIONAL: S&P Places 'BB-' LT ICR on Watch Negative
-----------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Pittsburgh-based
Matthews International Corp. (MATW), including the 'BB-' long-term
issuer credit rating, on CreditWatch with negative implications.
S&P expects to resolve the CreditWatch at the close of the
divestiture and likely lower the issuer rating one notch to 'B+'.
MATW entered into a definitive agreement to contribute its SGK
business to a joint venture with competitor SGS & Co. for $250
million cash, $50 million in trade receivables, $50 million of
preferred equity, and a 40% common equity interest in the venture.
S&P said, "Our CreditWatch placement reflects that the divestiture
of SGK will result in a substantially smaller and less diversified
business with similar credit metrics. Although SGK has
underperformed since MATW acquired it in 2014, the business
stabilized in 2024 and helped offset weakness in the industrial
technologies segment. The pro forma business will have
approximately 30% less revenue and EBITDA than prior to the
divestiture. Industrial technologies now accounts for about 20% of
overall EBITDA. Segment results have been volatile
(company-reported segment EBITDA declined 40% in 2024) due to both
warehouse automation and energy storage, the latter of which is
concentrated in a single customer. We think industrial
serialization and warehouse automation operate in highly fragmented
markets and are subject to macroeconomic factors out of the
company's control. At current revenue, we believe industrial
technologies is subscale and that MATW's ability to materially
increase it is uncertain. MATW is also in litigation with Tesla
Inc. related to its energy storage business, which cost
approximately $13 million in 2024 and is ongoing. Additionally, the
divestiture of SGK will reduce geographic diversification because
SGK is more global, with over half of revenue outside of North
America. Memorialization generates nearly all its revenue in North
America.
"We view memorialization as a stable business but that MATW will
continue to invest in riskier businesses to expand and meet return
expectations of equity investors. We think the core memorialization
business will likely expand in the 2% to 3% range as the market
normalizes. MATW will look to supplement this low growth with
unrelated investments including industrial technologies. We do not
think MATW has a track record of successfully operating businesses
outside of memorialization, and its business is highly complex for
its size.
"Despite our expectation for over $200 million less adjusted debt
after the divestiture, the commensurate decrease in EBITDA of
approximately $60 million results in adjusted debt to EBITDA in the
high-4x area, similar to expectations prior to the divestiture. We
also continue to expect cash flow deficits after the approximately
$30 million dividend and small share repurchases. Additionally, we
no longer net the company's cash balance against debt because of
our weaker assessment. We include in our pro forma metrics the
expectation for leases to decline moderately, accounts receivable
securitization facilities to decline, and other modest reductions
in the debt related to the divestiture.
"We do not include the equity stake in the new joint venture as a
source of deleveraging because we do not think MATW is committed to
using proceeds to reduce debt such that S&P Global Ratings-adjusted
debt to EBITDA is sustained below 4x, given it has generally
operated above 4x for the last 10 years. We also think MATW will
likely pursue M&A, which could keep leverage above 4x despite
potential future proceeds from its equity stake from the SGK
divestiture.
"We plan to resolve the CreditWatch at the close of the divestiture
of SGK, expected in mid-2025. We expect to lower the long-term
issuer credit rating to 'B+' from 'BB-' and the rating on MATW's
second-lien debt to 'B' from 'B+' with a '5' recovery rating."
MEDICAL PROPERTIES: Plans to Offer $2.5 Billion in Bonds
--------------------------------------------------------
Giulia Morpurgo of Bloomberg Law reports that Medical Properties
Trust Inc., a hospital landlord, plans to issue up to $2.5 billion
in private placement notes to refinance upcoming debt maturities.
MPT Operating Partnership LP and MPT Finance Corporation are
looking to sell senior secured notes due in 2032, consisting of a
$2 billion portion and a EUR500 million ($519 million) tranche,
according to a company statement. The proceeds will be used to
repay bonds maturing this year and next, along with general
corporate purposes, the statement said.
About Medical Properties Trust
Medical Properties Trust, Inc. is a self-advised real estate
investment trust formed in 2003 to acquire and develop net-leased
hospital facilities. From its inception in Birmingham, Alabama, the
Company has grown to become one of the world's largest owners of
hospital real estate with 402 facilities and approximately 40,000
licensed beds in nine countries and across three continents as of
September 30, 2024. MPT's financing model facilitates acquisitions
and recapitalizations and allows operators of hospitals to unlock
the value of their real estate assets to fund facility
improvements, technology upgrades and other investments in
operations. For more information, please visit the Company's
website at www.medicalpropertiestrust.com
* * *
The Troubled Company Reporter on Dec. 6, 2024, reported that
Moody's Ratings downgraded Medical Properties Trust, Inc.'s (MPT or
the REIT) Corporate Family Rating to Caa1 from B1. Moody's also
downgraded the backed senior unsecured debt rating of the REIT's
operating subsidiary, MPT Operating Partnership, LP's, to Caa1
from
B1. The outlook on all entities is negative. The SGL-4 speculative
grade liquidity (SGL) rating remains unchanged.
MODIVCARE INC: S&P Downgrades ICR to 'CCC+', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on ModivCare
Inc. to 'CCC+' from 'B-'. The outlook is negative.
S&P said, "At the same time, we lowered our issue-level rating on
the existing first-lien term loan to 'B-' and assigned a 'B-'
issue-level rating to the company's new $75 million incremental
first-lien term loan. The '2' recovery rating on both issues
reflects our expectation for meaningful (70%-90%; rounded estimate:
70%) recovery in the event of default. We lowered our issue-level
rating on the senior unsecured notes to 'CCC-'. The '6' recovery
rating reflects our expectation for negligible (0%-10%; rounded
estimate: 0%) recovery in the event of default.
"The negative outlook reflects the risk over the next 12 months
that the company cannot sustain its capital structure if working
capital does not sufficiently improve and if the company's effort
to transition its shared-risk contracts to fee-for-service (FFS)
and to achieve repricings following Medicaid redeterminations does
not achieve sufficient success.
"Our downgrade to 'CCC+' reflects our expectation for continued
cash flow deficits and EBITDA margin pressure as Medicaid
redeterminations and cost-savings initiatives are delayed further
into 2025. The company identified a net $17 million of contract
losses within its NEMT segment it now expects in 2025, but previous
cost-saving initiatives that were expected to take effect in 2024
will now occur in 2025. The company is also in the process of
transferring some of its shared-risk contracts to FFS contracts,
which should shorten the cash collection cycle to 60 days from one
year. However, if this effort falls short of its expectations, cash
flow will again be pressured. In addition, while we believe the
impact of Medicaid redeterminations is largely complete, increased
utilization could create additional pressure to cash flow in 2025.
Still, we continue to expect solid demand for the company's
services and that its relatively larger scale provides a
competitive advantage to win contracts. We also believe working
capital swings can normalize if utilization moderates in 2025
following recent years of increases.
"We now anticipate S&P Global Ratings-adjusted EBITDA margins of
4.3% in 2024 and about 5% in 2025. We lowered our 2024 revenue
expectations by $24 million and our adjusted EBITDA projection by
$35 million from our previous forecast. We expect ModivCare's
cost-saving initiatives will occur in 2025, but it will lose some
business following Medicaid redeterminations. Due to lower adjusted
EBITDA generation and higher debt from the proposed PIK structure
in 2025, we now anticipate S&P Global Ratings-adjusted leverage of
10.7x in 2024 and 9.5x-10x in 2025.
"We expect the company will generate a reported free operating cash
flow (FOCF) deficit of $100 million-$105 million in 2024 and $20
million-$25 million in 2025. This compares with our previous FOCF
expectation of a $30 million-$35 million deficit in 2024, before
improving to positive cash flow of about $20 million-$25 million in
2025. We also anticipate increased working capital usage of $75
million in 2024." However, the company may benefit from interest
savings because of the PIK structure under the proposed second-lien
notes. The existing notes currently pay 5% interest, but the PIK
toggle would increase the rate to 10%.
While the incremental capital will provide a necessary liquidity
bridge in the first half of 2025, it adds an additional burden on
the company to repay the loan by its maturity in January 2026. S&P
believes the company will be dependent on asset sales to repay the
incremental term loan unless it receives an extension from lenders.
Because the timing and magnitude of any sale is still uncertain,
there is risk the company will partake in a distressed exchange
over the next year.
In addition, while the company expects the recent pricing
concessions in NEMT will retain business in 2025, there is still a
risk that the benefits will not fully materialize either due to
lower-than-expected volume growth or a higher cost of providing
services, which could constrain EBITDA growth in 2025. Because of
ModivCare's tight liquidity position and our expectation for
negative cash flow in the next 12 months, S&P thinks the company
has limited capacity for underperformance.
The negative outlook reflects S&P's expectations for highly
volatile liquidity over the next 12 months given continued free
cash flow deficits through 2025 and the company's dependence on
asset sales to repay its new incremental term loan due within one
year.
S&P could lower its ratings on ModivCare over the next 12 months
if:
-- Its liquidity position deteriorated further such that S&P
expected it could not meet its financial obligations within the
next 12 months; or
-- If the company engages in a debt restructuring transaction,
which S&P would consider distressed.
S&P could revise its outlook to stable if ModivCare:
-- Significantly improved its liquidity position, and
-- Minimized free cash flow deficits.
This could occur if the transition to fee-for-service contracts
improved collections and there were a successful sale of its assets
for debt repayment.
MORANS AUTO: Aaron Cohen Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for Morans Auto Connection, LLC.
Mr. Cohen will be paid an hourly fee of $315 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About Morans Auto Connection
Morans Auto Connection, LLC is an automotive services business
operating in Jacksonville, Fla.
Morans Auto Connection filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
25-00151) on January 17, 2025. In its petition, the Debtor reported
assets and liabilities between $100,000 and $500,000.
Judge Jacob A. Brown handles the case.
The Debtor is represented by:
Thomas C. Adam, Esq.
Adam Law Group, P.A.
2258 Riverside Ave
Jacksonville, FL 32204
Phone: 904-329-7249
Email: tadam@adamlawgroup.com
MPJIMBOS LLC: Salvatore LaMonica Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq.,
at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for
MPJIMBOS, LLC.
Mr. LaMonica will be paid an hourly fee of $725 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMonica declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Phone: (516) 826-6500
Email: sl@lhmlawfirm.com
About MPJIMBOS LLC
MPJIMBOS, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-40198) on January
14, 2025, with as much as $50,000 in both assets and liabilities.
Judge Nancy Hershey Lord presides over the case.
Lawrence Morrison, Esq., represents the Debtor as legal counsel.
MTL PARTNERS: Court Extends Cash Collateral Access Until March 11
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended MTL Partners, LLC's authority to use cash collateral from
Jan. 14 until March 11.
The second interim order authorized the company to use cash
collateral for essential business expenses as outlined in its
budget, plus an amount not to exceed 10% for each line item.
The budget shows total expenses of $238,736 for January, $238,936
for February, and $238,936 for March.
Secured creditors were granted a perfected post-petition lien on
cash collateral to the same extent and with the same validity and
priority as their pre-bankruptcy liens.
The next hearing is scheduled for March 11.
About MTL Partners LLC
MTL Partners LLC, doing business as Collier's Furniture Expo, is a
furniture store in Sanford, Florida, offering stationary sofas,
reclining sofas, stationary sectionals, and reclining sectionals.
MTL Partners sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06518) on
November 27, 2024. In the petition filed by Michael Collier, as
managing member, the Debtor reported total assets of $97,459 and
total liabilities of $2,244,020.
Judge Grace E. Robson handles the case.
The Debtor is represented by:
Jeffrey S. Ainsworth, Esq.
BransonLaw, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
Email: jeff@bransonlaw.com
MULLEN AUTOMOTIVE: Regains Compliance with Nasdaq Listing Rule
--------------------------------------------------------------
Mullen Automotive Inc. filed a Form 8-K with the Securities and
Exchange Commission to disclose that on Jan. 27, 2025, it received
formal notice from The Nasdaq Stock Market LLC confirming that it
has regained compliance with Nasdaq Listing Rule 5250(c)(1), which
requires the timely filing of all required periodic reports with
the SEC. The Company filed its Annual Report on Form 10-K for the
fiscal year ended Sept. 30, 2024 with the SEC on Jan. 24, 2025.
The Company is now in full compliance with Nasdaq's continued
listing requirements and will continue to be listed and traded on
The Nasdaq Capital Market.
About Mullen Automotive
Brea, California-based Mullen Automotive Inc., formerly known as
"Net Element, Inc., is a Southern California-based automotive
company building the next generation of commercial electric
vehicles ("EVs") with two United States-based vehicle plants
located in Tunica, Mississippi, (120,000 square feet) and
Mishawaka, Indiana (650,000 square feet). In August 2023, Mullen
began commercial vehicle production in Tunica. As of January 2024,
both the Mullen ONE, a Class 1 EV cargo van, and Mullen THREE, a
Class 3 EV cab chassis truck, are California Air Resource Board
("CARB") and EPA certified and available for sale in the U.S. The
Company has also recently expanded its commercial dealer network to
seven dealers, which includes Pape Kenworth, Pritchard EV, National
Auto Fleet Group, Ziegler Truck Group, Range Truck Group, Eco Auto,
and Randy Marion Auto Group, providing sales and service coverage
in key West Coast, Midwest, Pacific Northwest, New England and
Mid-Atlantic markets.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
Jan. 24, 2025. The report highlights that the Company, among other
things, (i) has an accumulated deficit, (ii) has incurred recurring
losses, and (iii) does not believe that its available liquidity
will be sufficient to meet its current obligations for a period of
at least twelve months from the date of the issuance of the
financial statements, which raises substantial doubt about its
ability to continue as a going concern.
Mullen reported a net loss of $505.83 million for the year ended
Sept. 30, 2024, compared to a net loss of $1.01 billion for the
year ended Sept. 30, 2023. As of Sept. 30, 2024, the Company had
$178.63 million in total assets, $195.18 million in total
liabilities, and a total stockholders' deficit of $16.55 million.
MY SIZE: Inks ATM Offering Agreement With H.C. Wainwright
---------------------------------------------------------
My Size, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that it entered into an At The
Market Offering Agreement, with H.C. Wainwright & Co., LLC, as
agent, pursuant to which the Company may offer and sell, from time
to time through Wainwright shares of the Company's common stock,
par value $0.001 per share, having an aggregate offering price of
up to $4.1 million.
The offer and sale of the Shares will be made pursuant to a shelf
registration statement on Form S-3 and the related prospectus (File
No. 333-276249) filed by the Company with the Securities and
Exchange Commission, on September 13, 2023 and, declared effective
by the SEC on December 29, 2023, as supplemented by a prospectus
supplement dated January 21, 2025 and filed with the SEC pursuant
to Rule 424(b) under the Securities Act of 1933, as amended.
Pursuant to the Offering Agreement, Wainwright may sell the Shares
by any method permitted by law deemed to be an "at the market
offering" as defined in Rule 415 of the Securities Act including
sales made by means of ordinary brokers' transactions, including on
The Nasdaq Capital Market, at market prices or as otherwise
permitted by law. Wainwright will use commercially reasonable
efforts consistent with its normal trading and sales practices to
sell the Shares pursuant to the Offering Agreement from time to
time, based upon instructions from the Company, including any price
or size limits or other customary parameters or conditions the
Company may impose.
The Company is not obligated to make any sales of the Shares under
the Offering Agreement. The offering of Shares pursuant to the
Offering Agreement will terminate upon the earliest of:
(a) the sale of all of the Shares subject to the Offering
Agreement and
(b) the termination of the Offering Agreement by Wainwright or
the Company, as permitted therein.
The Company will pay to Wainwright a cash commission of 3% of the
gross sales price of any Common Stock sold under the Offering
Agreement and has agreed to provide Wainwright with customary
indemnification and contribution rights. The Company will also
reimburse Wainwright for certain specified expenses in connection
with entering into the Offering Agreement.
The Offering Agreement contains customary representations and
warranties and conditions to the sale of the Shares pursuant
thereto.
About MySize, Inc.
Airport City, Israel-based My Size, Inc. (NASDAQ: MYSZ) --
http://www.mysizeid.com/-- is an omnichannel e-commerce platform
and provider of AI-driven measurement solutions that drive revenue
growth and reduce costs for online retailers while generating big
data and machine learning analytics.
The Company cautioned in a Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, since inception, it incurred significant losses and
negative cash flows from operations, reporting a net loss of
$1,016,000 and $2,654,000 for three-months ended March 31, 2024 and
2023, respectively, resulting in an accumulated deficit of
$60,897,000. The Company has financed its operations mainly through
fundraising from various investors.
As of September 30, 2024, My Size had $7.03 million in total
assets, $2.57 million in total liabilities, and $4.46 million in
total stockholders' equity.
NEXTDECADE CORP: Valinor Capital, 2 Others Report Equity Stakes
---------------------------------------------------------------
Valinor Capital Partners, L.P. "Capital Partners", Valinor Capital
Partners Offshore Master Fund, L.P. "Capital Partners Offshore
Master", and David Gallo disclosed in a Schedule 13D/A filed with
the U.S. Securities and Exchange Commission that as of January 16,
2025, they beneficially owned shares of NextDecade Corp. common
stock:
(A) Capital Partners directly holds 2,321,219 Shares, which
represents approximately 0.89% of the Company's outstanding Shares
(based on 260,291,186 Shares outstanding as of November 1, 2024, as
reported by the Company in its Quarterly Report on Form 10-Q filed
with the Commission on November 7, 2024; and
(B) Capital Partners Offshore Master directly holds 10,971,298
Shares, which represents approximately 4.22% of the Outstanding
Shares.
Mr. David Gallo may be deemed to beneficially own 14,833,197
Shares, representing 5.70% of the Outstanding Shares. Mr. Gallo is
the Founder, Managing Partner and Portfolio Manager at Valinor
Management, an investment management firm that serves as the
investment manager to a number of private investment vehicles
including Capital Partners Offshore Master and Capital Partners,
and is the managing member of Associates, which in turn is the
general partner of Capital Partners Offshore Master and Capital
Partners. Valinor Management Associates, LLC is the general
partner of Valinor Management.
The reporting persons may be reached at:
David Gallo
Valinor Management L.P., 405 Lexington Avenue, 34th Floor
New York, NY, 10174
Tel: (212) 918-5230
- and -
Kaitlin Descovich
Weil, Gotshal & Manges LLP, 2001 M Street NW
Washington, DC, 20036
Tel: (202) 682-7000
A full-text copy of Valinor Capital Partners' SEC Report is
available at:
https://tinyurl.com/3uukscec
About NextDecade Corporation
NextDecade Corporation, a Delaware corporation, is a Houston-based
energy company primarily engaged in construction and development
activities related to the liquefaction of natural gas and sale of
LNG, and the capture and storage of CO2 emissions. The Company is
constructing and developing a natural gas liquefaction and export
facility located in the Rio Grande Valley in Brownsville, Texas,
which currently has three liquefaction trains and related
infrastructure under construction.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 11, 2024, citing that the Company has incurred
operating losses since its inception and management expects
operating losses and negative cash flows to continue for the
foreseeable future. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
As of September 30, 2024, NextDecade had $5.1 billion in total
assets, $4.1 billion in total liabilities, and $1.05 billion in
total equity.
NORTH CAROLINA PROPERTIES: Subchapter V Trustee Named
-----------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed M. Colette Gibbons,
Esq., a practicing attorney in Westlake, Ohio, as Subchapter V
trustee for North Carolina Properties LLC.
Ms. Gibbons will be paid an hourly fee of $425 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Gibbons declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
M. Colette Gibbons, Esq.
Attorney at Law
28841 Weybridge Drive
Westlake, OH 44145
Phone: (216) 798-6940
Email: colette@mcgibbonslaw.com
About North Carolina Properties
North Carolina Properties, LLC is an Ohio-based real estate company
headquartered in Akron.
North Carolina Properties filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
25-50059) on January 15, 2025. In its petition, the Debtor reported
between $1 million and $10 million in both assets and liabilities.
Judge Alan M. Koschik handles the case.
The Debtor is represented by Anthony J. DeGirolamo, Esq., in
Canton, Ohio.
NORTHVOLT AB: Gets Okay to Sell Hydrovolt Recycling Venture Stake
-----------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that bankrupt battery
maker Northvolt AB secured court approval to sell its remaining
stake in the Norwegian recycling venture Hydrovolt to Norsk Hydro
ASA as part of its U.S. restructuring efforts.
Judge Alfredo Perez approved the $6.8 million transaction,
finalizing a deal announced earlier this January, according to the
report. The sale increases Norsk Hydro's ownership in Hydrovolt
from 72% to 100%, the report relates.
About Northvolt AB
Northvolt AB was established in 2016 in Stockholm, Sweden.
Pioneering a sustainable model for battery manufacturing, the
company has received orders from several leading automotive
companies. The company is currently delivering batteries from its
first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from
its R&D and industrialization campus, Northvolt Labs, in Vasteras,
Sweden.
On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577).
The cases are before the Honorable Alfredo R. Perez.
Northvolt is being advised by Teneo as its restructuring and
communications advisor. Kirkland & Ellis LLP, A&O Shearman and
Mannheimer Swartling Advokatbyra AB are serving as legal counsel.
The company has also engaged Rothschild & Co to run its marketing
process. Stretto is the claims agent.
NOSTRUM LABORATORIES: Creditors Can Join Sale Talks, Rules Judge
----------------------------------------------------------------
George Woolston of Law360 reports that a bankruptcy judge approved
a proposal from the official committee of unsecured creditors in
Nostrum Laboratories Inc.'s Chapter 11 case to assist investment
bank Raymond James in locating a buyer for the debtor's assets.
As previously reported by The Troubled Company Reporter, citing Ben
Zigterman of Law360 Bankruptcy Authority, the creditors' committee
has sought approval from the bankruptcy judge for expanded
authority to assist investment bank Raymond James in locating a
buyer for the company's assets.
About Nostrum Laboratories
Nostrum Laboratories Inc. operates as a pharmaceutical company. The
Company offers sucralfate, and theophylline extended release (ER)
tablets, as well as piroxicam capsules, and carbamazepine ER
capsules.
Nostrum Laboratories Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-19611) on Sept. 30,
2024. In the petition filed by James Grainer, as chief financial
officer, the Debtor estimated assets between $50,000 and $100,000
and estimated liabilities between $10 million and $50,000.
The Honorable Bankruptcy Judge John K. Sherwood handles the case.
The Debtor is represented by David L. Bruck, Esq. at GREENBAUM,
ROWE, SMITH & DAVIS LLP, in Iselin, New Jersey.
OCEAN POWER: Former Director, 2 Others Appointed to Advisory Board
------------------------------------------------------------------
Ocean Power Technologies, Inc. announced that concurrent with the
completion of the Company's 2024 Annual Meeting of Stockholders,
the OPT Board of Directors has appointed Natalie Lorenz-Anderson,
Rear Admiral Joseph A. "Digger" DiGuardo and Rear Admiral Victorino
"Vic" Mercado as Advisory Board Members. The Advisory Board Members
will provide advice and recommendations to the OPT Board with
respect to matters as the Board may from time-to-time request
concerning operations, strategic plans and commercial plans.
Ms. Lorenz-Anderson previously served as a member of the Board but
elected not to stand for re-election at the 2024 Annual Meeting due
to increased demands on her time associated with other professional
commitments, including her involvement in MIT. In addition, Mr.
DiGuardo and Mr. Mercado previously served as consultants to the
Board. At the invitation of our Board, the Advisory Board Members
may attend Board meetings and selected Committee meetings. The
Company will compensate Advisory Board Members for their services
with equity grants only, the amount and timing of which shall be
determined by the Board at its discretion.
Terence J. Cryan, Chairman of the Board of the Company expressed
his enthusiasm for the Advisory Board Member appointments: "We are
excited to have Natalie Lorenz-Anderson, Joseph "Digger" DiGuardo
and Vic Mercado serve as Advisory Board Members. Their deep
experience with US government contracting, naval operations, cyber,
and compliance will provide immeasurable benefits to our Board as
the Company continues to drive the implementation of its strategic
plan, including the pursuit of government projects with the US
Department of Defense and the Department of Homeland Security."
Natalie Lorenz-Anderson has served on the Board of Directors since
December 2021, but did not stand for re-election at the 2024 Annual
Meeting due to other professional commitments. Ms. Lorenz-Anderson
is NACD Director Certified and was named as a Director to Watch by
Boards & Directors Magazine citing her expertise in Cybersecurity,
Environment and Sustainability, and U.S. Government contracting.
Ms. Lorenz-Anderson has over 40 years of experie0nce with
government contracting and various technology fields including
cybersecurity, privacy, risk management, information technology,
energy, and solutions management across multiple markets including
Defense, National Security, Energy, Environment, and Health
including 18 years as a Partner and Senior VP with Booz Allen
Hamilton Inc. She is a limited partner and advisory member of the
Board of Safar Partners LLC, a seed-stage technology venture fund
focusing on clean energy, AI, and health sciences (since 2019), a
Board director for 247Solar Inc, commercializing a combined heat
and power solar energy solution for multiple global markets (since
2021). She is the President of the MIT Alumni Association Board of
Directors, and Ex-Officio member of the MIT Board of Trustees as
well as a member of the MIT Institute for Data, Systems and Society
(IDSS) Visiting Committee. She previously served as a member of the
Whiting School of Engineering Advisory Board (2011-2022), and a
member of the Board and Executive Committee (since 2008) and former
Chair of the Board for AFCEA International, an association that
enables military, government, industry and academia to align
technology to meet the needs of those who serve in critical areas,
which include defense, security, cyber and intelligence (from
2008-2010), From 2017 to Present, Ms. Lorenz-Anderson has been
working with 247Solar Inc, currently serving as the Chief Operating
Officer. From 1984 until 2017, Ms. Lorenz-Anderson enjoyed a career
in Cybersecurity and DoD/classified markets business leader with
Booz Allen Hamilton, holding multiple US DoD clearances for over 30
years. Ms. Lorenz-Anderson obtained her Bachelor of Science degree
in Electrical Engineering from MIT in 1984 and Master of Science
degree in Electrical Engineering from John Hopkins University in
1989.
Rear Admiral Joseph A. "Digger" DiGuardo Jr. is a highly
accomplished senior executive leader with over three decades of
distinguished service in national security, counterterrorism, and
counter-proliferation. As a retired Rear Admiral in the U.S. Navy,
Mr. DiGuardo culminated his military career leading the Navy
Expeditionary Combat Command (NECC), overseeing 20,000 active and
reserve personnel and a budget of $2.1B annually. His leadership
spanned complex, high-risk operations, including special operations
to Counter Weapons of Mass Destruction (CWMD) mission, Counter
Terrorism, Navy Expeditionary Operations and Fleet support
worldwide. Prior to that he was the Director, U.S. Special
Operations Command (USSOCOM J10) Countering Weapons of Mass
Destruction (CWMD) Directorate and the DoD CWMD Coordinating
Authority with responsibility to plan, assess, and recommend global
CWMD priorities aligned to National Defense Strategy and coordinate
with U.S. Government and Foreign Agencies to disrupt state and non-
state proliferation and terrorism.
Currently, Mr. DiGuardo is the Principal of DiggerWorks Consulting,
where he advises clients and Boards of Directors on National
Security Strategy and Policy, Unmanned Systems, Technology
Integration, Counter WMD, Counter Proliferation/Non-Proliferation
and U.S. Government priorities. He is a Director at the Nevada
National Security Sites (NNSS), a National Laboratory under the
Department of Energy. He also serves as a Fellow at the American
College of National Security Leaders (ACNSL), responding to
questions directly from the National Security Council (NSC) and is
the Warfare Chair of the Undersea Warfare Academic Group at the
Naval Postgraduate School, further contributing to national
security thought leadership and academia.
Rear Admiral Victorino "Vic" Mercado has served as a special
advisor to our Board since November 2023. He served as U.S.
Assistant Secretary of Defense for Strategy, Plans, and
Capabilities from July 2019 to January 2021, after being confirmed
by the U.S. Senate. In this role, he was a principal advisor to the
U.S. Department of Defense on national security and defense
strategies, and the plans and future capability investments
required to implement the strategies. From January until July 2019,
he served as Deputy Assistant Secretary of Defense for Plans and
Posture. Prior to serving in the U.S. Department of Defense as a
senior civilian, he served 35 years in the U.S. Navy and retired as
a two-star Rear Admiral. His naval career included a range of
senior command and staff positions.
His last tour on active duty from September 2016 to August 2018 was
as Director of Maritime Operations for the U.S. Pacific Fleet where
he managed the daily Navy operations within the world's largest
naval area of responsibility – encompassing the West Coast of the
U.S. outward to the Indian Ocean. His other flag officer tours
include Deputy Director, Surface Warfare Division (N96B) and
Director, Assessments Division (N81) on the staff of the Chief of
Naval Operations, Vice Director, Strategy, Plans, and Policy at
U.S. Central Command and command of Carrier Strike Group 8.
His military career includes a broad variety of significant
assignments. In the Navy, he commanded Destroyer Squadron 21 and
USS DECATUR (DDG 73) where he was a member of the first aircraft
carrier strike group to deploy from the U.S. in response to the
terrorist attacks of 9/11. On the Joint Staff, he served as the
Joint Staff lead in the Joint Chiefs of Staff Strategy Group, as
Assistant Deputy Director of Global Strategic Partnerships (J-5),
as Executive Assistant to the Director of Strategic Plans and
Policy (J-5), and Executive Assistant to the Chairman of the Joint
Chiefs of Staff. He also served as a National Defense Fellow for
Senator Edward M. Kennedy and as the military assistant to the
Deputy Secretary of Defense.
He is a National Association of Corporate Directors (NACD)
Certified Director and is a member (since July 2021) of the Board
of Directors of Momentus Inc (NASDAQ: MNTS) where he chairs the
Nominating and Corporate Governance and Security Committees of the
Board. He is also a Partner with IBM Federal Defense Consulting.
Inducement Award Grant
In connection with the completion of the 2024 Annual Meeting, the
Company also granted an inducement award to Tracy Pagliara, the
Company's new Senior Vice President, General Counsel & Corporate
Secretary. This award was granted under the Ocean Power
Technologies, Inc. Employment Inducement Incentive Award Plan,
which was amended on February 11, 2022, to increase the shares of
Company common stock available for issuance pursuant to equity
awards granted under the Plan to 275,000.
The Compensation Committee of the Company's Board of Directors
granted the inducement award pursuant to Section 711 of the NYSE
American Company Guide, consisting of 75,000 restricted shares of
the Company's common stock vesting equally over two years. The
award is subject to the same terms and conditions as the equity
awards to other officers under the Company's amended and restated
2015 Omnibus Incentive Plan. This award was made as an inducement,
material to obtain the employee's acceptance of employment with the
Company.
About Ocean Power Technologies
Ocean Power Technologies, Inc. --
https://oceanpowertechnologies.com/ -- provides intelligent
maritime solutions and services that enable safer, cleaner, and
more productive ocean operations for the defense and security, oil
and gas, science and research, and offshore wind markets. The
Company's PowerBuoy platforms provide clean and reliable electric
power and real-time data communications for remote maritime and
subsea applications. The Company also offers WAM-V autonomous
surface vessels (ASVs) and marine robotics services. The Company's
headquarters is located in Monroe Township, New Jersey, with an
additional office in Richmond, California.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated July 25, 2024, citing that the Company has recurring net
losses and net cash flow used in operations that raise substantial
doubt about its ability to continue as going concern.
As of Oct. 31, 2024, Ocean Power Technologies had $26.95 million in
total assets, $4.83 million in total liabilities, and $22.12
million in total shareholders' equity.
ONDAS HOLDINGS: CEO Named Co-Chair of CDA Board of Directors
------------------------------------------------------------
Ondas Holdings Inc. announced that Eric Brock, Chairman and CEO of
the company, has been appointed as Co-Chair of the Commercial Drone
Alliance (CDA) Board of Directors.
The CDA, an independent non-profit organization led by key members
of the commercial drone industry, collaborates closely with key
policymakers at the Federal Aviation Administration (FAA),
Department of Transportation, White House, and Congress to educate
and champion the future of the drone industry. Mr. Brock joined the
CDA Board in July 2023 and now steps into this leadership position
to work closely with the Board and CDA members to help support
broader industry collaboration and ecosystem development as drone
adoption begins to accelerate.
"It's an honor to be appointed as Co-Chair of the CDA Board,"
stated Eric Brock, Chairman and CEO and Ondas. "The CDA continues
to play a crucial role in advocating and advancing public policy
initiatives to support the commercial drone sector as it enters a
substantial growth phase. To support this growth, it is essential
to deepen engagement across the drone ecosystem - from drone
systems and service providers to supply chain participants and
financial markets. I believe the CDA can engage with this ecosystem
and mobilize collaboration to help foster the scalable growth of
the drone industry to the benefit of the American public."
Lisa Ellman, Executive Director of the CDA, stated, "We are
thrilled to welcome Eric as Co-Chair, particularly given his proven
leadership at Ondas and his commitment to advancing public policy
and industry collaboration. His appointment further strengthens our
mission to safely integrate drones into the National Airspace
System and to unlock this transformative technology's full
potential."
About Ondas Holdings
Marlborough, Mass.-based Ondas Holdings Inc. is a provider of
private wireless, drone, and automated data solutions through its
subsidiaries Ondas Networks Inc., Ondas Autonomous Holdings Inc.,
Airobotics, Ltd, and American Robotics, Inc. Ondas Networks,
American Robotics, and Airobotics together provide users in
defense, homeland security, public safety, and other critical
industrial and government security and infrastructure markets with
improved connectivity, situational awareness, and data collection
and information processing capabilities.
Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated April 1, 2024, citing that the
Company has experienced recurring losses from operations, negative
cash flows from operations, and a working capital deficit as of
Dec. 31, 2023.
As of September 30, 2024, Ondas Holdings had $80,158,656 in total
assets, $47,063,442 in total liabilities, $18,176,422 in redeemable
noncontrolling interest, and $14,918,792 in total shareholders'
equity.
ONONTIO LANDSCAPING: Court OKs Continued Access to Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
issued a third interim order extending Onontio Landscaping, Inc.'s
authority to use cash collateral from Jan. 21 to Feb. 11.
Onontio intends to use its secured creditors' cash collateral to
fund payroll and business operating expenses.
Secured creditors, including PNC Bank, will be granted rollover
liens and security interests in assets of the company in which they
hold security interests.
As additional protection, PNC Bank will receive a monthly payment
of $736.61.
Meanwhile, Onontio was ordered to make weekly payments of $200 to
the Subchapter V trustee to fund an escrow for payment of the
trustee's fees up to the amount of $4,000.
The next hearing is scheduled for Feb. 11.
About Onontio Landscaping
Onontio Landscaping, Inc. is a landscaping and snow removal service
provider.
The Debtor sought protection under Chapter 11 of the U.S.
bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-60824) with $100,001
to $500,000 in assets and $500,001 to $1 million in liabilities.
Paul Levine, Esq., at Emery Greisler, LLC serves as Subchapter V
trustee.
Judge Patrick G. Radel oversees the case.
The Debtor is represented by:
Peter Alan Orville, Esq.
Orville & Mcdonald Law, PC
30 Riverside Dr.
Binghamton, NY 13905
Tel: 607-770-1007
Email: peteropc@gmail.com
ORGENESIS INC: Secures $5M Equity Investment From Williamsburg
--------------------------------------------------------------
Orgenesis Inc. announced on January 28, 2025, that it has reached
an agreement for an equity line of credit of up to $5 million with
Williamsburg Venture Holdings, LLC, a family office based in
Nevada.
Under the terms of the Agreement, Orgenesis will receive $750,000
upon the effectiveness of a registration statement to be filed with
the U.S. Securities and Exchange Commission. The remaining $4.25
million will be made available over the next 24 months, providing
Orgenesis with the flexibility to draw on funding as needed to
advance its initiatives.
Vered Caplan, CEO of Orgenesis, commented, "We are deeply
appreciative of Williamsburg Venture Holdings' confidence in
Orgenesis and their commitment to support the continued growth of
our business. This strategic investment aligns with our mission to
bring innovative CGT solutions to market by leveraging our
proprietary POCare platform. These additional resources will aid
in accelerating the development and commercialization of our
pipeline, furthering our vision of democratizing access to
life-saving therapies."
The per share purchase price for the put shares shall be 90% of the
market price defined as the average of the two lowest
Volume-Weighted Average Price (VWAP) for the five consecutive
trading days immediately preceding the relevant date. At the
Company's option, under an accelerated purchase notice, the Company
may deliver a put notice by 11:00 AM on a particular day with a per
share purchase price that would be the lowest traded price on that
day.
About Orgenesis
Headquartered in Germantown, MD, Orgenesis, Inc. --
http://www.orgenesis.com-- is a global biotech company that has
been committed to unlocking the potential of cell and gene
therapies (CGTs) since 2012 as well as a paradigm-shifting
decentralized approach to processing since 2020. This new model
allows Orgenesis to bring academia, hospitals, and industry
together to make these essential therapies a reality sooner rather
than later. Orgenesis is focusing on advancing its CGTs toward
eventual commercialization while partnering with key industry
stakeholders to provide a rapid, globally harmonized pathway for
these therapies to reach and treat a larger number of patients more
cost-effectively and with better outcomes through great science and
decentralized production.
Haifa, Israel-based Kesselman & Kesselman, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated April 15, 2024. The report cites that the Company has
suffered recurring losses from operations and has incurred cash
outflows from operating activities that raise substantial doubt
about its ability to continue as a going concern.
The company posted a net loss of $64.92 million in 2023, compared
to a net loss of $12.17 million in 2022. As of Sept. 30, 2024, the
Company had $29.69 million in total assets, $53.62 million in total
liabilities, and a total capital deficiency of $23.93 million.
"Due to our financial position, we will need to seek additional
financing, refinance or amend the terms of existing convertible
loans, and/or postpone expenses that are not based on firm
commitments. In order to fund our operations until such time that
we can generate sustainable positive cash flows, we will need to
raise additional funds. As of the date of this report, we have
assessed our financial condition and concluded that based on our
current and projected cash resources and commitments, as well as
other factors mentioned above, there is substantial doubt about our
ability to continue as a going concern. We are planning to raise
additional capital to continue our operations and to repay our
outstanding loans when they become due, as well as to explore
additional avenues to increase revenues and reduce or delay
expenditures. Our failure to remain listed on Nasdaq will make it
more difficult to raise additional capital. There can be no
assurance that we will be able to raise additional capital on
acceptable terms, or at all. Despite our ability to secure capital
in the past, there can be no assurance that additional equity or
debt financing will be available to us or that we may be able to
secure funding from any other sources. In the event that we are
not able to secure funding, we may be forced to curtail operations,
delay or stop ongoing development activities, cease operations
altogether,and/or file for bankruptcy," the Company stated in its
Quarterly Report for the period ended Sept. 30, 2024.
ORIGIN AGRITECH: Files Form 12b-25 for Delayed 20-F Filing
----------------------------------------------------------
Origin Agritech Limited submitted a Form 12b-25 to the Securities
and Exchange Commission to notify a delay in the filing of its
Annual Report on Form 20-F for the year ended Sept. 30, 2024. The
Company stated that the additional time required for the
verification and review of the information to be included in the
Form 20-F, by both company management and independent reviewing
accountants, has made it impractical to file the Form 20-F on time
without incurring undue hardship and expense.
About Origin Agritech
Headquartered in Beijing, China, Origin Agritech Limited, along
with its subsidiaries, is focused on agricultural biotechnology,
operating in the PRC. The Company's seed research and development
activities specialize in crop seed breeding and genetic
improvement. Origin believes that it has built a solid capacity
for seed breeding technologies, including marker-assisted breeding
and doubled haploids technologies, which it believes, along with
its rich germplasm resources, will allow it to become a significant
seed technology company in China.
Lakewood, Colorado-based B F Borgers CPA PC, the Company's auditor
from 2020 until May 2024, issued a "going concern" qualification in
its report dated Feb. 15, 2024. The report highlights that the
Company incurred recurring losses from operations, has net current
liabilities and an accumulated deficit, that raise substantial
doubt about its ability to continue as a going concern.
As of Sept. 30, 2023, Origin Agritech had RMB238.51 million in
total assets, RMB319.77 million in total liabilities, and a total
deficit of RMB81.26 million.
OSTERIA DEL TEATRO: Unsecured Creditors to Get Nothing in Plan
--------------------------------------------------------------
Osteria Del Teatro, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Chapter 11 Plan of
Reorganization.
The Debtor operates an Italian fine dining restaurant which employs
approximately twenty-three individuals, including Gilberto
Gonzalez, the Debtor's president and 100% owner.
The Debtor is Florida limited liability company whose principal
place of business is in North Bay Village, Florida. The Debtor
operates the restaurant from the leased premises located at 1666
79th St. Causeway, Suite 102 North Bay Village, Florida 33141.
The Debtor commenced its bankruptcy case by filing a petition for
relief under subchapter V of chapter 11 of the Code on October 22,
2024. The event that precipitated the Debtor's bankruptcy filing
was the restaurant/entertainment slowdown caused by the COVID-19
pandemic, which the Debtor did not fully recover from.
Class 2 consists of the unsecured claims of the Debtors' current or
former employees and contractors to the extent such claims are
entitled to priority status. On the Effective Date, and except to
the extent that a holder of an allowed Class 2 Claim has been paid
prior to the Effective Date or agrees to different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such claims, each holder of an Allowed Unsecured
Priority Wage Claim shall receive payment in full in cash by the
Reorganized Debtor.
To the extent any person holds an unsecured claim that exceeds the
statutory cap set forth in Section 507(a)(4) of the Bankruptcy
Code, such claim shall be treated as a General Unsecured Claim in
Class 3 of the Plan. The Allowed Class 2 Claims are Unimpaired.
Class 3 consists of the Allowed General Unsecured Claims. Without
prejudice, the Debtor estimates that Class 3 may consist of Allowed
General Unsecured Claims in the approximate amount of $448,741.80.
Class 3 includes the $85,057.98 general unsecured portion of POC.
4-1 filed by the U.S. Small Business Administration. Class 3
includes the $500 non-priority portion of POC 3-1 filed by the IRS.
Class 3 also includes Allowed Rejection Claims pursuant to § 8.03
of this Plan.
Allowed Class 3 General Unsecured Claims shall not receive a
distribution. On the Effective Date, Allowed Class 3 General
Unsecured Claims shall be discharged. The Allowed Class 3 Claims
are Impaired. Accordingly, each holder of an Allowed Class 3 Claim
is entitled to vote to accept or reject the Plan.
Class 4 consists of the Allowed Equity Interests in the Debtor
owned 100% by Gilberto Gonzalez. Upon the Effective Date, the
Allowed Equity Interests in the Debtor shall be cancelled or deemed
cancelled, and new equity shall be issued in the Reorganized Debtor
as follows: 100% to Gilberto Gonzalez.
Upon confirmation of the Plan, and in accordance with the
Confirmation Order, the Debtor or Reorganized Debtor will be
authorized to take all necessary steps, and perform all necessary
acts, to consummate the terms and conditions of the Plan. In
addition to the provisions set forth elsewhere in the Plan, the
following shall constitute the means for implementation of the
Plan.
The sources of consideration for Distributions under the Plan
include the Debtor's cash on hand as of the Effective Date as well
the future profits of the Reorganized Debtor.
A full-text copy of the Plan of Reorganization dated January 21,
2025 is available at https://urlcurt.com/u?l=IcRXxr from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Bradley S. Shraiberg, Esq.
Samuel W. Hess, Esq.
Eric Pendergraft, Esq.
Shraiberg Page P.A.
2385 N.W. Executive Center Drive, Suite 300
Boca Raton, FL 33431
Tel: (561) 443-0800
Fax: (561) 998-0047
Email: bss@slp.law
shess@slp.law
About Osteria Del Teatro
Osteria Del Teatro, LLC operates the Italian restaurant Osteria Del
Teatro in North Bay Village, Fla.
Osteria Del Teatro sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20959) on October 22,
2024, with up to $50,000 in assets and up to $1 million in
liabilities. Gilberto Gonzalez, president of Osteria Del Teatro,
signed the petition.
Judge Robert A. Mark oversees the case.
Bradley S. Shraiberg, at Shraiberg Page PA, is the Debtor's legal
counsel.
PANOCHE ENERGY: S&P Affirms 'B+' ICR, Alters Outlook to Positive
----------------------------------------------------------------
S&P Global Ratings affirmed the 'B+' rating on California-based
electric power generator Panoche Energy Center LLC's (PEC) senior
secured bonds due in July 2029 and revised the outlook to positive
from negative.
The '2' recovery rating indicates its expectation for substantial
recovery (70%-90%; rounded estimate: 85%) in a default scenario.
PEC is a 427-megawatt (MW) gas-fired, simple-cycle power plant in
Firebaugh, Calif., about 50 miles west of Fresno. The project
started commercial operations in 2009. It is a wholly owned
subsidiary of EIF Panoche LLC, an indirect, wholly owned subsidiary
of Ares Energy Investors Fund V L.P.
PEC earns revenue through a long-term tolling agreement with PG&E
(BB/Positive), where it sells 417 MW of its 427 MW. Its day-to-day
O&M are contracted to North American Energy Services Corp. (not
rated). A contractual services agreement with GE Energy, an
affiliate of General Electric Co. (BBB+/Stable), covers major
maintenance.
According to the tolling agreement, PG&E pays monthly fixed
capacity and O&M payments per CT unit. The units must maintain a
minimum monthly availability of 70% in the summer and 60% in the
winter (excluding scheduled outages). If monthly availability for
each unit falls below 97% in the summer and 93% in the winter,
fixed capacity and O&M payments are reduced.
-- PEC is not exposed to market risk because it operates under a
long-term tolling agreement with PG&E, which pays fixed capacity,
O&M payments, and other variable revenues to cover debt service on
the senior secured bonds.
-- The project is not exposed to commodity risk because PG&E is
responsible for procuring and delivering gas to the project at
PG&E's expense.
-- The project's debt is fully amortizing, and its maturity
coincides with the expiration of the tolling agreement with PG&E.
As a result, PEC has no refinancing risk.
PEC must maintain high availability to receive full payments under
its agreement with PG&E. PEC employs LMS100 technology for its CT
units. Although these turbines start rapidly to support the grid in
high demand, they have a track record of operational difficulty and
are less reliable than other CTs. This has increased forced outages
and decreased cash flow because PEC is primarily compensated
through availability-linked payments.
PEC must abide by California's cap-and-trade system, which requires
fossil fuel generators to purchase carbon certificates to cover
emissions. Although the sponsor injected equity to cover forecast
carbon obligations in recent years, should dispatch continue to
exceed forecasts, the project (or sponsor) may have to purchase
more carbon credits.
S&P said, "The positive outlook reflects our view that PEC should
return to normal operations and replenish its reserves during 2025,
with its original and newly repaired equipment reinstalled.
Operations have significantly improved after outages in 2023 that
continued to affect availability into 2024. Panoche lost only two
monthly capacity and fixed O&M payments in 2024, with one early in
the year attributed to the 2023 outages. It lost nine payments in
2023. Average monthly availability increased to the mid-90% area in
2024 compared to approximately 80% in 2023. As of December 2024,
all four CTs operated within the contract requirements under
Panoche's tolling agreement. Availability-linked payments continue
to compose about 85%-90% of revenues over our forecast.
"Driven primarily by higher availability, we forecast revenues will
improve more than 20% year over year. We assume availability of
95.5%, which drives more robust debt service coverage ratios (DSCR)
over our forecast. We expect coverage to reach 1.26x in 2025, a
significant improvement versus our previous forecast of break-even
coverage in 2024. Additionally, we anticipate the project to have
its last two original and freshly repaired CTs restored in the
spring of 2025, which will replace leased engines. Several
instances of lower availability in 2024, including one in September
when a monthly payment was lost, were attributed to issues with
lease engines. Although the performance of the LMS100 technology
has been unpredictable and still represents a material risk, we
believe that newly repaired original equipment is somewhat less
likely to encounter similar issues.
"Panoche replenished most of its $5.5 million
letter-of-credit-backed availability reserve in 2024, and we expect
extraordinary costs related to equipment repair to roll off by the
end of 2025 with full reserve replenishment. We anticipate total
operating costs of about $30 million, including about $13.6 million
in total maintenance expenditure, in 2025. About half of the
maintenance expenditure relates to the high-pressure compressor
repair and installation, the last large item from the 2023 outages.
We also expect PEC to use insurance proceeds of about $5 million,
which the project has in its loss proceeds account, to offset these
costs. We net these proceeds against the expense amount in our
forecast. We note Panoche could receive incremental insurance
proceeds over 2025, however we do not factor these into our
base-case forecast.
"The $30 million in operating costs that we forecast also include
insurance premiums, which the sponsor has paid on behalf of the
project since 2023. Although we acknowledge this creates additional
financial flexibility for the project and frees cash that can
service debt, we continue to calculate Panoche's cash flow
available for debt service (CFADS) assuming the project covers
these premiums. The insurance policy is still in the project's
name, and these costs could again be borne by the project if the
sponsor opts not to shoulder them."
In 2024, PEC recorded about $32 million in cash operating costs
(not including insurance). The increase primarily related to the
repair of CT-2 and CT-3. The project covered these expenses through
a mix of operational cash, insurance proceeds received in 2023 and
2024, and draws on its $5.5 million letter-of-credit-backed
availability reserve. Panoche drew down the entire $5.5 million
over 2024 and repaid about $3.5 million as of year-end. S&P expects
it will pay the remaining $2 million in the first quarter of 2025.
After 2025, S&P expects expenses to normalize, although the
potential for unforeseen outages still represents a risk to our
forecast.
S&P said, "We forecast capacity factors of about 20%, in line with
the project's historical average, which we anticipate will result
in sufficient carbon certificates to cover emissions until the end
of the debt term. Dispatch of the facility was much higher than
anticipated in 2024, with Panoche running at a capacity factor of
about 35% as of November compared to the historical average of
about 18%. PG&E controls PEC's dispatch, meaning the project has no
control over its generation or emissions each year. If the project
runs at a similar capacity factor over 2025, it may not have
sufficient credits to satisfy carbon obligations over the remainder
of the debt term. Since 2024 was anomalous, we continue to expect
capacity factors that will not result in a shortfall of carbon
credits over the rest of the tolling agreement. We will continue to
monitor this situation closely over 2025.
"The positive outlook reflects our expectation of stable operating
performance in the next 12 months and operating expenses partially
offset by insurance proceeds in 2025. Under our base case, we
expect PEC to have sufficient resources to shoulder expenses and
replenish its availability reserve. We expect the plant will
operate at availability above 95% for the rest of the debt term,
leading to DSCRs above 1.15x. We also expect the project to replace
the remaining two leased engines in the first half of 2025."
S&P could revise the outlook to stable or downgrade PEC if:
-- Additional operational disruptions meaningfully reduce cash
flow under its tolling agreement with PG&E or material increases in
operating cost drop its DSCR below 1.15x; or
-- Higher-than-anticipated dispatch requires the project to
purchase carbon credits from the market and we do not have a firm
commitment that the sponsor would cover these costs.
S&P could take a positive rating action on PEC if:
-- Dispatch remains within our expectations and does not require
the project to purchase additional carbon credits, or if it exceeds
expectations, we have a firm commitment that the sponsor would
cover these costs;
-- The project exhibits stable operating performance and minimal
forced outages, replenishes its availability reserve, and controls
operating costs such that we believe it will maintain DSCRs at the
midpoint of 1.15x-1.3x on a sustained basis; and
-- The remaining original equipment is reinstalled on schedule in
2025.
S&P said, "We recognize that environmental factors present a
negative consideration in our credit rating analysis of Panoche.
The project is notably exposed to the ongoing transition toward
less carbon-intensive power generation; however, we find that the
emissions associated with Panoche's operations do not pose a
significant financial impact on the credit analysis. The project
has enough certificates to cover its carbon compliance burden under
our forecast. While its facility contributes to greenhouse gas
emissions, we acknowledge that natural gas-fired generation plays
an integral role in the energy transition in that it is needed for
reliability and grid support as the U.S. transitions to cleaner
fuels."
PANOCHE ENERGY: S&P Affirms 'B+' ICR, Alters Outlook to Positive
----------------------------------------------------------------
S&P Global Ratings affirmed the 'B+' rating on California-based
electric power generator Panoche Energy Center LLC's (PEC) senior
secured bonds due in July 2029 and revised the outlook to positive
from negative.
The '2' recovery rating indicates its expectation for substantial
recovery (70%-90%; rounded estimate: 85%) in a default scenario.
PEC is a 427-megawatt (MW) gas-fired, simple-cycle power plant in
Firebaugh, Calif., about 50 miles west of Fresno. The project
started commercial operations in 2009. It is a wholly owned
subsidiary of EIF Panoche LLC, an indirect, wholly owned subsidiary
of Ares Energy Investors Fund V L.P.
PEC earns revenue through a long-term tolling agreement with PG&E
(BB/Positive), where it sells 417 MW of its 427 MW. Its day-to-day
O&M are contracted to North American Energy Services Corp. (not
rated). A contractual services agreement with GE Energy, an
affiliate of General Electric Co. (BBB+/Stable), covers major
maintenance.
According to the tolling agreement, PG&E pays monthly fixed
capacity and O&M payments per CT unit. The units must maintain a
minimum monthly availability of 70% in the summer and 60% in the
winter (excluding scheduled outages). If monthly availability for
each unit falls below 97% in the summer and 93% in the winter,
fixed capacity and O&M payments are reduced.
-- PEC is not exposed to market risk because it operates under a
long-term tolling agreement with PG&E, which pays fixed capacity,
O&M payments, and other variable revenues to cover debt service on
the senior secured bonds.
-- The project is not exposed to commodity risk because PG&E is
responsible for procuring and delivering gas to the project at
PG&E's expense.
-- The project's debt is fully amortizing, and its maturity
coincides with the expiration of the tolling agreement with PG&E.
As a result, PEC has no refinancing risk.
PEC must maintain high availability to receive full payments under
its agreement with PG&E. PEC employs LMS100 technology for its CT
units. Although these turbines start rapidly to support the grid in
high demand, they have a track record of operational difficulty and
are less reliable than other CTs. This has increased forced outages
and decreased cash flow because PEC is primarily compensated
through availability-linked payments.
PEC must abide by California's cap-and-trade system, which requires
fossil fuel generators to purchase carbon certificates to cover
emissions. Although the sponsor injected equity to cover forecast
carbon obligations in recent years, should dispatch continue to
exceed forecasts, the project (or sponsor) may have to purchase
more carbon credits.
S&P said, "The positive outlook reflects our view that PEC should
return to normal operations and replenish its reserves during 2025,
with its original and newly repaired equipment reinstalled.
Operations have significantly improved after outages in 2023 that
continued to affect availability into 2024. Panoche lost only two
monthly capacity and fixed O&M payments in 2024, with one early in
the year attributed to the 2023 outages. It lost nine payments in
2023. Average monthly availability increased to the mid-90% area in
2024 compared to approximately 80% in 2023. As of December 2024,
all four CTs operated within the contract requirements under
Panoche's tolling agreement. Availability-linked payments continue
to compose about 85%-90% of revenues over our forecast.
"Driven primarily by higher availability, we forecast revenues will
improve more than 20% year over year. We assume availability of
95.5%, which drives more robust debt service coverage ratios (DSCR)
over our forecast. We expect coverage to reach 1.26x in 2025, a
significant improvement versus our previous forecast of break-even
coverage in 2024. Additionally, we anticipate the project to have
its last two original and freshly repaired CTs restored in the
spring of 2025, which will replace leased engines. Several
instances of lower availability in 2024, including one in September
when a monthly payment was lost, were attributed to issues with
lease engines. Although the performance of the LMS100 technology
has been unpredictable and still represents a material risk, we
believe that newly repaired original equipment is somewhat less
likely to encounter similar issues.
"Panoche replenished most of its $5.5 million
letter-of-credit-backed availability reserve in 2024, and we expect
extraordinary costs related to equipment repair to roll off by the
end of 2025 with full reserve replenishment. We anticipate total
operating costs of about $30 million, including about $13.6 million
in total maintenance expenditure, in 2025. About half of the
maintenance expenditure relates to the high-pressure compressor
repair and installation, the last large item from the 2023 outages.
We also expect PEC to use insurance proceeds of about $5 million,
which the project has in its loss proceeds account, to offset these
costs. We net these proceeds against the expense amount in our
forecast. We note Panoche could receive incremental insurance
proceeds over 2025, however we do not factor these into our
base-case forecast.
"The $30 million in operating costs that we forecast also include
insurance premiums, which the sponsor has paid on behalf of the
project since 2023. Although we acknowledge this creates additional
financial flexibility for the project and frees cash that can
service debt, we continue to calculate Panoche's cash flow
available for debt service (CFADS) assuming the project covers
these premiums. The insurance policy is still in the project's
name, and these costs could again be borne by the project if the
sponsor opts not to shoulder them."
In 2024, PEC recorded about $32 million in cash operating costs
(not including insurance). The increase primarily related to the
repair of CT-2 and CT-3. The project covered these expenses through
a mix of operational cash, insurance proceeds received in 2023 and
2024, and draws on its $5.5 million letter-of-credit-backed
availability reserve. Panoche drew down the entire $5.5 million
over 2024 and repaid about $3.5 million as of year-end. S&P expects
it will pay the remaining $2 million in the first quarter of 2025.
After 2025, S&P expects expenses to normalize, although the
potential for unforeseen outages still represents a risk to our
forecast.
S&P said, "We forecast capacity factors of about 20%, in line with
the project's historical average, which we anticipate will result
in sufficient carbon certificates to cover emissions until the end
of the debt term. Dispatch of the facility was much higher than
anticipated in 2024, with Panoche running at a capacity factor of
about 35% as of November compared to the historical average of
about 18%. PG&E controls PEC's dispatch, meaning the project has no
control over its generation or emissions each year. If the project
runs at a similar capacity factor over 2025, it may not have
sufficient credits to satisfy carbon obligations over the remainder
of the debt term. Since 2024 was anomalous, we continue to expect
capacity factors that will not result in a shortfall of carbon
credits over the rest of the tolling agreement. We will continue to
monitor this situation closely over 2025.
"The positive outlook reflects our expectation of stable operating
performance in the next 12 months and operating expenses partially
offset by insurance proceeds in 2025. Under our base case, we
expect PEC to have sufficient resources to shoulder expenses and
replenish its availability reserve. We expect the plant will
operate at availability above 95% for the rest of the debt term,
leading to DSCRs above 1.15x. We also expect the project to replace
the remaining two leased engines in the first half of 2025."
S&P could revise the outlook to stable or downgrade PEC if:
-- Additional operational disruptions meaningfully reduce cash
flow under its tolling agreement with PG&E or material increases in
operating cost drop its DSCR below 1.15x; or
-- Higher-than-anticipated dispatch requires the project to
purchase carbon credits from the market and we do not have a firm
commitment that the sponsor would cover these costs.
S&P could take a positive rating action on PEC if:
-- Dispatch remains within our expectations and does not require
the project to purchase additional carbon credits, or if it exceeds
expectations, we have a firm commitment that the sponsor would
cover these costs;
-- The project exhibits stable operating performance and minimal
forced outages, replenishes its availability reserve, and controls
operating costs such that we believe it will maintain DSCRs at the
midpoint of 1.15x-1.3x on a sustained basis; and
-- The remaining original equipment is reinstalled on schedule in
2025.
S&P said, "We recognize that environmental factors present a
negative consideration in our credit rating analysis of Panoche.
The project is notably exposed to the ongoing transition toward
less carbon-intensive power generation; however, we find that the
emissions associated with Panoche's operations do not pose a
significant financial impact on the credit analysis. The project
has enough certificates to cover its carbon compliance burden under
our forecast. While its facility contributes to greenhouse gas
emissions, we acknowledge that natural gas-fired generation plays
an integral role in the energy transition in that it is needed for
reliability and grid support as the U.S. transitions to cleaner
fuels."
PARADIGM CHIROPRACTIC: Starts Subchapter V Bankruptcy Process
-------------------------------------------------------------
On January 27, 2025, Paradigm Chiropractic and Performance LLC
filed Chapter 11 protection in the U.S. Bankruptcy Court for
the District of Columbia.
According to court filing, the Debtor reports between $500,000
and $1 million in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
About Paradigm Chiropractic and Performance LLC
Paradigm Chiropractic and Performance LLC is a healthcare provider
based in Washington DC. It operates a chiropractic practice
offering spinal adjustments, laser therapy, and pain management
services.
Paradigm Chiropractic and Performance LLC sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.C. Case No.
25-00034) on January 27, 2025. In its petition, the Debtor reports
estimated assets up to $50,000 and estimated liabilities.
The Debtor is represented by:
Gertrude Ngamga Kamtchoum, Esq.
Ngamga-K Law PLLC
300 New Jersey Avenue, NW, Ste 900
Washington, DC 20001
Phone: 202-469-3445
PARTY CITY: Holland & Knight Represents Franchise Store Owners
--------------------------------------------------------------
The law firm of Holland & Knight LLP filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 cases of Party City Holdco Inc.
and affiliates, the firm represents Franchise Store Owners.
The Franchise Store Owners are comprised of Abston Enterprises,
Inc., Party City of PR, Inc., Party City of Richmond, Inc., Party
City of Chesterfield, Inc., Party City of Arkansas, Inc., M. Patel
Enterprises, Inc., S.J. Craig Corporation, LN & NN LLC dba
PartyCity, Party City of Hawaii, Inc., DJMJ Enterprises LLC, Dojo
Enterprises, Inc., Culebra Party Company LLC and SWM Party Company,
LLC.
The Franchise Store Owners each have separate franchise agreements
with the Debtors but share certain common interests and concerns.
None holds an economic interest in the Debtors. Each reserve all
rights to file claims or seek recovery of administrative expense
claims. Accordingly, while the Franchise Store Owners are seeking
similar, and in some instances common, goals, each also has
individual interests. They are not acting as a committee or a
formal or informal entity.
Counsel does not own a claim against or interest in the Debtors or
their representatives in the bankruptcy case. Counsel does not
believe that its representation of the interests of any of the
Franchise Store Owners will create a conflict between or be adverse
to the interests of any other Franchise Store Owners. Counsel's
representation has been fully disclosed to the Franchise Store
Owners.
Attorneys for Franchise Store Owners:
HOLLAND & KNIGHT LLP
Mark C. Taylor, Esq.
98 San Jacinto Blvd., Suite 1900
Austin, Texas 78701
Telephone: (512) 472-1081
Telecopier: (512) 472-7473
Email: mark.taylor@hklaw.com
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations' industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
Party City Holdco and its domestic subsidiaries sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had
total assets of $2,869,248,000 against total debt of
$3,022,960,000.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP,
as legal counsel; Moelis & Company, LLC as investment banker;
AlixPartners, LLP as financial advisor; A&G Realty Partners as real
estate advisor; and Kroll as the claims agent.
PricewaterhouseCoopers LLP (PwC) provides accounting and valuation
advisory services, tax-related services, and internal audit
Sarbanes-Oxley Act support services.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
PARTY CITY: Seeks Security Spending Approval Amid Certain Threats
-----------------------------------------------------------------
Dorothy Ma and Reshmi Basu of Bloomberg News report that Party City
Holdco Inc. is asking the bankruptcy court for permission to
allocate up to $400,000 for security measures for some current and
former employees, officers, and directors, following the murder of
UnitedHealthcare CEO Brian Thompson last month.
In an emergency motion filed Tuesday, January 28, 2025, the company
said that since its bankruptcy filing on December 21, multiple
individuals have posted online expressing a desire to harm its
management team.
Party City pointed out that specific threats have been made against
current and former members of its leadership, noting that these
risks are both "real and material."
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations' industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
Party City Holdco and its domestic subsidiaries sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas
Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco
had total assets of $2,869,248,000 against total debt of
$3,022,960,000.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP,
as legal counsel; Moelis & Company, LLC as investment banker;
AlixPartners, LLP as financial advisor; A&G Realty Partners as real
estate advisor; and Kroll as the claims agent.
PricewaterhouseCoopers LLP (PwC) provides accounting and valuation
advisory services, tax-related services, and internal audit
Sarbanes-Oxley Act support services.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
PENNS GROVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Penns Grove LLC
c/o FIA Capital Partners LLC
295 Front Street, Brooklyn, NY 11201
Business Description: Penns Grove is involved in real estate
activities. Specifically, the Debtor is a
party to a Purchase and Sale Agreement (PSA)
dated Feb. 21, 2023, under which the Debtor
agreed to purchase certain real property.
The property consists of a 144-unit
residential apartment complex known as Penns
Grove Apartments, located on Helms Cove Lane
in the Borough of Penns Grove, Salem County,
New Jersey. The property is being sold by
Penns Grove Apartments, LLC. Under the
terms of the PSA, the Debtor has agreed to
pay a total sum of $17,500,000 for the
purchase of the property.
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 25-40440
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Kevin Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Ave
New York, NY 10017-5690
Email: knash@gwfglaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by David Goldwasser as chief restructuring
officer.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/24QDJNY/Penns_Grove_LLC__nyebke-25-40440__0001.0.pdf?mcid=tGE4TAMA
PHOENIX EXTEND: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Phoenix Extend-A-Suites, LLC
17211 N. Black Canyon Hwy
Phoenix, AZ 85023
Chapter 11 Petition Date: January 27, 2025
Court: United States Bankruptcy Court
District of Arizona
Case No.: 25-00688
Judge: Hon. Brenda Moody Whinery
Debtor's Counsel: Patrick Keery, Esq.
KEERY MCCUE, PLLC
6803 E. Main Street Suite 1116
Scottsdale AZ 85251
Tel: (480) 478-0709
E-mail: pfk@keerymccue.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jennifer Schubert as managing member.
The Debtor failed to include a list of its 20 largest unsecured
creditors in the petition.
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/ARWQDGI/PHOENIX_EXTEND-A-SUITES_LLC__azbke-25-00688__0001.0.pdf?mcid=tGE4TAMA
PINNACOL HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pinnacol Holdings, LLC
5136 North Prince
Clovis, NM 88101
Chapter 11 Petition Date: January 29, 2025
Court: United States Bankruptcy Court
District of Colorado
Case No.: 25-10480
Debtor's Counsel: Jeffrey A. Weinman, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C.
1600 Stout Street 1900
Denver, CO 80202
Tel: 303-534-4499
E-mail: jweinman@allen-vellone.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Clayton R. Smith as president.
A copy of the Debtor's list of five unsecured creditors is
available for free on PacerMonitor at:
https://www.pacermonitor.com/view/JM7C6EQ/Pinnacol_Holdings_LLC__cobke-25-10480__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/JGKAKUY/Pinnacol_Holdings_LLC__cobke-25-10480__0001.0.pdf?mcid=tGE4TAMA
PRECIPIO INC: Grants 34,000 Stock Options to Executives
-------------------------------------------------------
Precipio, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on January 14, 2025, the
Compensation Committee of the Board of Directors granted certain
options to officers of the Company as part of the Company's annual
long term incentive equity grants, including Ilan Danieli, Ayman
Mohamed, Ahmed Zaki Sabet and Matthew Gage.
The Options were granted pursuant to the Company's Amended &
Restated Stock Option and Inventive Plan, as amended and vest in
their entirety when the 10-day volume-weighted average price of the
Company's common stock exceeds $30.30 per share, which is five
times greater than the option exercise price of $6.06, the closing
price of the Company's common stock on January 14, 2025. If the
aforementioned performance is not met, the Options will not vest.
The Options are to expire on January 14, 2035. The Company granted
an aggregate of 34,000 options to the officers of the Company.
Options granted to the Company's Executive officers and Chief
Financial Officer:
Name Total Options
Ilan Danieli 8,000
Ayman Mohamed 6,000
Ahmed Zaki Sabet 6,000
Matthew Gage 4,000
About Precipio
Omaha, Neb.-based Precipio, Inc., formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a healthcare solutions
company focused on cancer diagnostics. Its business mission is to
address the pervasive problem of cancer misdiagnoses by developing
solutions to mitigate the root causes of this problem in the form
of diagnostic products, reagents, and services.
New Haven, Conn.-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 29, 2024, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
PROFESSIONAL DIVERSITY: Aurous Vertex Holds 2.5MM Common Shares
---------------------------------------------------------------
Aurous Vertex Ltd disclosed in a Form 3 filed with the U.S.
Securities and Exchange Commission that as of January 16, 2025, it
beneficially owned 2,500,000 shares of common stock of Professional
Diversity Network, Inc. directly.
Aurous Vertex entered into a Stock Purchase Agreement on December
23, 2024, to buy:
(a) 2,500,000 newly issued shares of the Company at a purchase
price of $0.60, and
(b) Additional 1,000,000 shares within 90 days.
A full-text copy of Aurous Vertex's SEC Report is available at:
https://tinyurl.com/bdf88uzw
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.
As of September 30, 2024, Professional Diversity Network had
$5,302,121 in total assets, $3,659,961 in total liabilities, and
$1,642,160 in total stockholders' equity.
PROSPECT MEDICAL: Yale Unit Seeks to Move Hospital Sale Lawsuit
---------------------------------------------------------------
Emily Lever of Law360 Bankruptcy Authority reports that Yale New
Haven Health Services Corp., a unit of Yale University's health
system, argued on Tuesday, January 25, 2025, that its lawsuit to
exit a $435 million sale agreement with bankrupt hospital operator
Prospect Medical should be heard in state court, not before the
Chapter 11 judge, according to the Ivy League-affiliated entity's
statement to a federal judge.
About Prospect Medical Holdings
Prospect Medical Holdings owns Roger Williams Medical Center, Our
Lady of Fatima Hospital, and several other healthcare facilities.
Prospect Medical Holdings sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 25-80002) on
January 11, 2025. In the petition filed by Paul Rundell, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $1 billion and $10 billion each.
Honorable Bankruptcy Judge Stacey G. Jernigan handles the case.
The Debtors' General Bankruptcy Counsel is Thomas R. Califano,
Esq., and Rakhee V. Patel, Esq., at Sidley Austin LLP, in Dallas,
Texas, and William E. Curtin, Esq., Patrick Venter, Esq., and Anne
G. Wallice, Esq., at Sidley Austin LLP, in New York.
The Debtors' Financial Advisor is ALVAREZ & MARSAL NORTH AMERICA,
LLC.
The Debtors' Investment Banker is HOULIHAN LIKEY, INC.
The Debtors' Claims, Noticing & Solicitation Agent is OMNI AGENT
SOLUTIONS, INC.
PUERTO RICO: Mediators Hire PJT Partners for Debt Talks
-------------------------------------------------------
Michelle Kaske of Bloomberg News reports that the mediation team
working to reduce nearly $9 billion in Puerto Rico Electric Power
Authority debt has brought in PJT Partners Inc. as an adviser as
negotiations with bondholders progress.
In a court filing on Tuesday, January 28, 2025, the team asked U.S.
District Court Judge Laura Taylor Swain to extend the litigation
stay in the utility's bankruptcy case until March 17, 2025,
providing more time to reach a potential settlement.
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.
QUIKRETE HOLDINGS: S&P Assigns 'BB' Rating on Senior Secured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to Quikrete Holdings Inc.'s proposed $3.95 billion
senior secured notes due 2032. The '3' recovery rating indicates
its expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery for debtholders in the event of a default.
S&P said , "At the same time, we assigned our 'B+' issue-level
rating and '6' recovery rating to the company's proposed $2.25
billion senior unsecured notes due 2033. The '6' recovery rating
indicates our expectation for negligible (0%-10%; rounded estimate:
0%) recovery for debtholders in the event of a default.
"We expect Quikrete will use the proceeds from these proposed
issuances to fund its acquisition of Summit Materials and pay
related transaction fees. Our 'BB' issuer credit rating and
negative outlook on the company reflect our expectation that its
S&P Global Ratings-adjusted debt to EBITDA will remain at the
higher end of the 4x-5x range in 2025 as it integrates Summit."
R & R INDUSTRIES: Jerrett McConnell Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq.,
at McConnell Law Group, P.A. as Subchapter V trustee for R & R
Industries, Inc.
Mr. McConnell will be paid an hourly fee of $350 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. McConnell declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell, Esq.
McConnell Law Group, P.A.
6100 Greenland Rd., Unit 603
Jacksonville, FL 32258
Phone: (904) 570-9180
Email: info@mcconnelllawgroup.com
About R & R Industries
R & R Industries, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
25-00298) on January 17, 2025, with $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Larry T.
Beasley II, president of R & R Industries, signed the petition.
Judge Lori V. Vaughan presides over the case.
Scott W. Spradley, Esq., at The Law Offices of Scott W. Spradley
represents the Debtor as bankruptcy counsel.
RAYONIER ADVANCED: S&P Upgrades ICR to 'B', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on Rayonier
Advanced Materials Inc. (RYAM) to 'B' from 'B-'. The outlook is
stable.
The stable outlook reflects S&P's expectations for leverage to
remain in the high 4x-5x area over the next 12 months.
Improvement in RYAM's earnings is credit positive. S&P Global
Ratings-adjusted debt to EBITDA on a last-12-months (LTM) basis at
the end of the third quarter (Sept. 30, 2024) of 5x, improved
compared to 6.2x at the end of 2023, driven by year-over-year
improvements in earnings. Absent material debt-funded capex to
develop its biomaterials strategy, stable earnings in 2025 should
support credit metrics, with adjusted leverage remaining below 5x
at the end of the fiscal year. S&P views the company's
strengthening credit metrics as a boost to credit quality, and more
in line with 'B' rated peers. Following the reduction of almost
160,000 metric tons in global cellulose specialty capacity,
industry dynamics support stronger year-over-year pricing for
RYAM's core cellulose products. This in our view will offset
prolonged pricing pressure in its paperboard and high-yield pulp
segments. In addition to margin improvements from the closure of
the high-cost Temiscaming HPC operations, RYAM's earnings are less
exposed to volatile commodity pricing.
Ongoing investments to develop its biomaterials strategy will
burden free cash in the near term. RYAM commercialized the first
shipment of its bioethanol product in the second quarter of 2024,
and we understand that it would benefit roughly $4 million of
EBITDA for the fiscal year, with an additional approximately $4
million of run-rate EBITDA in 2025. S&P said, "We anticipate that
its capex spend will remain elevated in 2025 and possibly 2026 as
the company continues to develop its capabilities in biomaterials,
switching focus to the U.S. this year. As a consequence, we expect
the company to generate cashflow deficits in 2025. Our base case
considers capex of about 8% of 2025 revenues."
Despite the near-term drag on free operating cashflow (FOCF),
improvements in the company's capital structure following its
refinancing in the second half of 2024, pushes its next significant
maturity to 2029 when its $175 million asset-based lending (ABL)
revolver and $700 million term-debt mature, providing some relief
before cash flow deficits harm credit quality.
S&P said, "Our assessment of RYAM's business risk profile is
unchanged. We continue to view RYAM's scale of operations including
its revenue and earnings base, and number of operating assets as
small, relative to similar-and higher-rated peers. This is further
compounded by concentration in its product and customer portfolios.
While we expect margin improvements from ongoing efficiency
improvement initiatives and the growth of the biomaterials business
in the portfolio, RYAM's 5-year average EBITDA margin is on the
lower end for the forest and paper products industry. This is
despite its market leadership position in the niche cellulose
business.
"The stable outlook reflects our expectations for leverage to
remain in the high 4x-5x area over the next 12 months, it also
reflects our expectation for negative FOCF generation in 2025."
S&P could lower its rating on RYAM over the next 12 months if:
-- S&P anticipates the company will sustain leverage at or above
6.5x, potentially due to an economic downturn or large debt-funded
capex projects; or
-- Cash flow deficits pressure liquidity leading S&P to believe
the company will face a liquidity crunch.
While unlikely, S&P could raise its rating on RYAM if:
-- The company generates meaningful positive FOCF such that FOCF
to debt is above 10%; and
-- S&P expects leverage below 4x on a sustained basis.
RHODIUM ENCORE: Gray Reed Files Rule 2019 Statement
---------------------------------------------------
The law firm of Gray Reed filed a verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose
that in the Chapter 11 cases of Rhodium Enterprises Inc. ("REI")
and affiliates, the firm represents secured creditors and equity
interest holders (the "Parties").
The Parties have consented to joint representation by Gray Reed in
these chapter 11 cases, and Gray Reed is expressly authorized to
represent the Parties. The Parties jointly requested that Gray Reed
represent their common interests.
Neither Gray Reed nor its attorneys hold any disclosable economic
interests (as that term is defined in Bankruptcy Rule 2019(a)(1))
in relation to the Debtors.
The Parties' address and the nature and amount of disclosable
economic interests held in relation to the Debtors are:
1. Private Investor Club Feeder Fund 2020-G LLC
1111 Isobel Reserve Lane
Tampa, FL 33613
* Class A Equity Holder of Rhodium Enterprises, Inc. which hold
5.25% equity
* Secured Creditor against Rhodium 2.0 LLC with $10,193,393.12
claim amount
2. Private Investor Club Feeder Fund 2020-H LLC
1111 Isobel Reserve Lane
Tampa, FL 33613
* Class A Equity Holder of Rhodium Enterprises, Inc. which hold
4.15% equity
* Secured Creditor against Rhodium 2.0 LLC with $8,065,631.38
claim amount
3. Stadlin Group Investments LLC (Series Rockdale)
27 Turtle Rock Ct
Tiburon, CA 94920
* Class A Equity Holder of Rhodium Enterprises, Inc. which hold
0.38% equity
* Secured Creditor against Rhodium 2.0 LLC with $734,887.90
claim amount
The law firm can be reached at:
GRAY REED
Jason S. Brookner, Esq.
Amber M. Carson, Esq.
1300 Post Oak Blvd., Suite 2000
Houston, Texas 77056
Telephone: (713) 986-7000
Facsimile: (713) 986-7100
Email: jbrookner@grayreed.com
acarson@grayreed.com
About Rhodium Encore
Rhodium Encore LLC is a founder-led, Texas based, digital asset
technology company utilizing proprietary tech to self-mine bitcoin.
The Company creates innovative technologies with the goal of being
the most sustainable and cost-efficient producer of bitcoin in the
industry.
Rhodium Encore sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90448) on Aug.
24, 2024. In the petition filed by Michael Robinson, as co-CRO,
the Debtor estimated assets between $100 million and $500 million
and estimated liabilities between $50 million and $100 million.
The Honorable Bankruptcy Judge Alfredo R. Perez oversees the case.
The Debtor tapped QUINN EMANUEL URQUHART & SULLIVAN, LLP, as
counsel, and PROVINCE as restructuring advisor.
ROCKY MOUNTAIN: Jonathan Dickey Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 19 appointed Jonathan Dickey as
Subchapter V trustee for Rocky Mountain Imports, LLC.
Mr. Dickey will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Dickey declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jonathan M. Dickey
1660 Lincoln Street, Suite 1720
Denver, CO 80264
303-832-2400
Email: jmd@kutnerlaw.com
About Rocky Mountain Imports
Rocky Mountain Imports, LLC is a wholesale distributor of minerals,
fossils, and jewelry serving the trade industry for over 40 years.
It operates as Pikes Peak Rock Shop from Woodland Park, Colo.
Rocky Mountain Imports filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No.
25-10311) on January 21, 2025. In its petition, the Debtor reported
assets between $50,000 and $100,000 and liabilities between $1
million and $10 million.
Judge Michael E. Romero handles the case.
The Debtor is represented by:
Kevin S. Neiman, Esq.
Law Offices of Kevin S. Neiman, PC
999 18th Street, Suite 1230 S
Denver, CO 80202
Tel: (303) 996-8637
Email: kevin@ksnpc.com
SAFE & GREEN: Names Jim Pendergast as Chief Operating Officer
-------------------------------------------------------------
Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on January
16, 2025, the Company appointed Jim Pendergast as the Company's
Chief Operating Officer and entered into an employment agreement
with Mr. Pendergast to employ Mr. Pendergast in such capacity for
an initial term of two years, which Employment Agreement provides
for an annual base salary of $200,000, a restricted stock grant
under the Company's Stock Incentive Plan for 200,000 shares of the
Company's common stock, vesting quarterly on a pro-rata basis over
the next 18 months of continuous service, and an annual performance
bonus of up to 20% of Mr. Pendergast's then-base salary, payable in
cash and/or equity, as determined by Company's by the Company's
Board of Directors.
Mr. Pendergast brings over 25 years of leadership in corporate
operations, having served as CEO, CFO, and COO across public and
private companies in the energy, construction, manufacturing, and
agricultural sectors. He has expertise in mergers and acquisitions,
corporate restructuring, and equity and debt financing. His
previous roles include COO at MGO Systems Ltd., where he oversaw
more than 50 construction projects during his time there, and
CEO/CFO at Paramount Structures Inc., leading its acquisition and
financial restructuring. As CEO of FP Genetics Inc., he refocused
the company on profitable growth. Earlier, at Agrium Inc., he
managed large-scale business development projects and represented
the company to investors. He has also served on the boards of
several companies, providing leadership in corporate governance,
strategic planning, and financial management. He holds an MBA in
International Business and Finance from McMaster University and a
BA (Honors) in Political Studies and Economics from Queen's
University.
Mr. Pendergast is subject to a one-year post-termination
non-compete and non-solicit of employees and clients. Mr.
Pendergast is also bound by confidentiality provisions.
There are no family relationships between Mr. Pendergast and any of
the Company's directors or executive officers. In addition, except
as set forth above, Mr. Pendergast is not a party to any
transaction, or series of transactions, required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
About Safe & Green
Safe & Green Holdings Corp. is a modular solutions company
headquartered in Miami, Florida. The company specializes in the
development, design, and fabrication of modular structures,
focusing on safe and green solutions across various industries.
The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated May 7, 2024, citing that the Company experienced net losses
since inception, negative working capital, and negative cash flows
from operations, which raise substantial doubt about the Company's
ability to continue as a going concern.
Safe & Green Holdings reported net losses of $26,757,906 and
$7,089,242 for the fiscal years ended December 31, 2023, and 2022,
respectively. As of June 30, 2024, Safe & Green Holdings had
$20,928,509 in total assets, $25,717,784 in total liabilities, and
$4,789,275 in total stockholders' deficit.
SEBASTIAN HABIB: To Sell Atlanta Property to REI Group for $183K
----------------------------------------------------------------
Sebastian Habib, LLC, seeks permission from the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, to
sell property free and clear of liens or interests.
The Debtor seeks to sell a residential home and real property
located at 567 Center Hill Ave NW, Atlanta, GA 30318 to REI Group,
LLC for $183,000.00.
The agreement between the Debtor and the buyer defines the closing
date on or before January 31, 2025 at the office of Rand &
Associates.
The Debtor asserts that the completion of the sale of the Property
is in the best interest of the estate and its creditors.
The only outstanding lien on the Property is held by Wilmington
Savings Fund Society in the amount of $136,000.
About Sebastian Habib, LLC
Sebastian Habib LLC is a domestic limited liability company
headquartered in Woodstock, Georgia.
Sebastian Habib LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-50148) on January 6,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Lisa Ritchey Craig handles the case.
Adam E. Ekbom, Esq. of Jones & Walden LLC represents the Debtor as
counsel.
SKY FITNESS 24/7: Gets OK to Use Cash Collateral Until Feb. 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
approved Sky Fitness 24/7, LLC's interim use of cash collateral.
Sky Fitness was authorized to use cash collateral on an interim
basis in accordance with the interim budget until the final hearing
scheduled for Feb. 11.
The U.S. Small Business Administration, MD Leasing, Inc., and Venus
Concept USA, Inc. may assert liens on the company's personal
property, including, but not limited to, the company's accounts,
receivables and payment rights. This personal property constitutes
the company's cash collateral.
As adequate protection, the secured creditors were granted
replacement liens on post-petition cash collateral to the same
extent and with the same validity and priority as their
pre-bankruptcy liens.
Meanwhile, Sky Fitness was ordered to pay rent in the amount of
$25,000, plus all applicable late fees for December and January by
Jan. 31.
About Sky Fitness 24/7
Sky Fitness 24/7, LLC filed Chapter 11 petition (Bankr. D. S.C.
Case No. 24-04316) on December 2, 2024, with up to $50,000 in
assets and up to $500,000 in liabilities. Christine Brimm, Esq.,
serves as Subchapter V trustee.
Judge Hon. Elisabetta Gm Gasparini oversees the case.
The Debtor is represented by:
Robert A. Pohl, Esq.
Pohl, P.A.
Tel: 864-361-4827
Email: robert@pohlbankruptcy.com
SMILE ANGELS: Jarrod Martin Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 7 appointed Jarrod Martin, Esq., a
practicing attorney in Houston, as Subchapter V trustee for Smile
Angels, PLLC.
Mr. Martin will be paid an hourly fee of $650 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Martin declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jarrod B. Martin, Esq.
1200 Smith Street, Suite 1400
Houston, TX 77002
Phone: 713-356-1280
Email: JBM.Trustee@chamberlainlaw.com
About Smile Angels
Smile Angels, PLLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-35809) on December
11, 2024, with $100,001 to $500,000 in both assets and
liabilities.
Judge Jeffrey P. Norman presides over the case.
Ezenwanyi F. Abii, Esq., at Abii & Associates, PLLC represents the
Debtor as legal counsel.
SOLAR BIOTECH: Gets Court Approval to Pay $456K Breakup Fee
-----------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that on Tuesday,
January 28, 2025, a Delaware bankruptcy judge authorized
biotechnology firm Solar Biotech to pay a $456,000 breakup fee to
the unsuccessful bidder in its Chapter 11 auction, citing that the
baseline offer was beneficial to the estate.
About Solar Biotech
Solar Biotech, Inc. and Noblegen Inc. are biotechnology companies
with nearly five years of experience in scaling biotech designs and
prototypes on a commercial scale. They provide services to
customers in the form of various phases, which are as follows: (i)
concept development; (ii) develop prototypes; (iii) optimize costs;
(iv) use prototype samples for business development and sampling;
and (v) commercialization agreements to help transfer developed
technology into commercial products. By offering a wide range of
services, the Debtors are able to successfully meet the varying
needs of its customers across the biotech market.
Solar Biotech and Noblegen filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 24-11402) on June 23, 2024, with $10 million to
$50 million in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Porzio, Bromberg & Newman, P.C. as bankruptcy
counsel; Newpoint Advisors Corporation as financial advisor; and
Epiq Corporate Restructuring, LLC as claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Brinkman Law Group, PC as bankruptcy counsel,
Esbrook, PC as Delaware counsel, and Young America Capital, LLC as
financial advisor.
SOLCIUM SOLAR: Court Extends Cash Collateral Access to March 11
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, extended Solcium Solar, LLC's authority to use
cash collateral from Jan. 28 to March 11.
The company requires the use of cash collateral to pay
court-approved amounts and necessary operating expenses.
The next hearing is scheduled for Feb. 12.
About Solcium Solar
Solcium Solar, LLC is a privately owned and operated solar energy
company specializing in residential solar solutions, commercial
solar solutions, EV solar solutions, and battery storage
solutions.
Solcium Solar sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05611) on
October 18, 2024, with $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Aaron R. Cohen serves as
Subchapter V trustee.
Judge Grace E. Robson oversees the case.
The Debtor is represented by:
Scott W Spradley
Law Offices Of Scott W. Spradley, P.A.
Tel: 386-693-4935
Email: scott@flaglerbeachlaw.com
SPIRIT AIRLINES: Extends Equity Rights Offering Deadline to Feb. 13
-------------------------------------------------------------------
As previously disclosed, on November 18, 2024, Spirit Airlines,
Inc., and subsequently on November 25, 2024, its subsidiaries,
filed voluntary petitions for relief under chapter 11 of title 11
of the United States Code in the United States Bankruptcy Court for
the Southern District of New York. The Debtors' chapter 11 cases
are being jointly administered for procedural purposes only under
case number 24-11988 (SHL).
Additionally, on December 30, 2024, pursuant to that certain
Restructuring Support Agreement, dated as of November 18, 2024, by
and among the Company, certain of its subsidiaries and the
Consenting Stakeholders and the proposed pre-arranged plan of
reorganization, the Company launched an equity rights offering of
equity securities of the reorganized Company in an aggregate amount
of $350 million. The Equity Rights Offering was originally set to
expire at 5pm EST on January 30, 2025 -- the Subscription Tender
Deadline -- unless extended in accordance with the terms of the
Equity Rights Offering Procedures.
Consistent with the Equity Rights Offering Procedures and in
consultation with the Required Backstop Commitment Parties (as
defined in the Equity Rights Offering Procedures), the Company has
decided to extend the Subscription Tender Deadline by 14 days,
until 5pm EST on February 13, 2025, and to extend certain related
deadlines accordingly. The Debtors reserve the right to further
extend the Subscription Tender Deadline and any other deadlines
applicable to the Equity Rights Offering from time to time in
accordance with the Equity Rights Offering Procedures.
About Spirit Airlines, Inc.
Spirit Airlines, Inc. (NYSE: SAVE) is a low-fare carrier committed
to delivering the best value in the sky by offering an enhanced
travel experience with flexible, affordable options. Spirit serves
destinations throughout the United States, Latin America and the
Caribbean with its Fit Fleet, one of the youngest and most
fuel-efficient fleets in the U.S. On the Web:
http://wwww.spirit.com/
Spirit Airlines filed Chapter 11 petition (Bankr. S.D.N.Y. Case No.
24-11988) on Nov. 18, 2024, after reaching terms of a pre-arranged
plan with bondholders. At the time of the filing, Spirit Airlines
reported $1 billion to $10 billion in both assets and liabilities.
Judge Sean H. Lane oversees the case.
The Debtor tapped Davis Polk & Wardwell, LLP as legal counsel;
Alvarez & Marsal North America, LLC as financial advisor; and Epiq
Corporate Restructuring, LLC as claims agent.
Paul Hastings, LLP and Ducera Partners, LLC serve as legal counsel
for the Ad Hoc Group of Convertible Noteholders.
Akin Gump Strauss Hauer & Feld, LLP and Evercore Group LLC
represent the Ad Hoc Group of Senior Secured Noteholders.
SPIRIT AIRLINES: Frontier Proposes Merger Amid Bankruptcy Case
--------------------------------------------------------------
Frontier Group Holdings, Inc., parent company of Frontier Airlines,
Inc. confirmed on Jan. 29, 2025, that it made a compelling proposal
to combine with Spirit Airlines, Inc. through the issuance of newly
issued Frontier debt and common stock.
The proposed transaction would provide meaningful value to Spirit
financial stakeholders, in excess of Spirit's standalone
restructuring plan. As investors in the combined airline, Spirit's
financial stakeholders could participate in the upside of a
stronger low-cost carrier while benefiting from the very
significant synergies Frontier expects to achieve by combining the
airlines' operations.
Bill Franke, the Chair of Frontier's Board of Directors and the
managing partner of Indigo Partners LLC, said, "This proposal
reflects a compelling opportunity that will result in more value
than Spirit's standalone plan by creating a stronger low fare
airline with the long-term viability to compete more effectively
and enter new markets at scale. We stand ready to continue
discussions with Spirit and its financial stakeholders and believe
that we can promptly reach agreement on a transaction. We are
hopeful we can achieve a resolution that delivers significant value
for consumers, team members, communities, partners, creditors and
shareholders."
"While we are pleased with the strong results Frontier has been
able to deliver through the execution of our business strategy, we
have long believed a combination with Spirit would allow us to
unlock additional value creation opportunities," said Barry Biffle,
CEO of Frontier. "As a combined airline, we would be positioned to
offer more options and deeper savings, as well as an enhanced
travel experience with more reliable service."
Since submitting the proposal, Frontier has held discussions with
members of Spirit's board of directors and management team, as well
as representatives of Spirit's financial stakeholders with respect
to the proposal. As part of the discussions, Frontier shared
materials with Spirit and its financial stakeholders regarding the
benefits of the proposed transaction. The materials, which are
based on Spirit's bankruptcy court filings, also demonstrate that
Spirit's standalone plan will likely result in an unprofitable
airline with a high debt load and limited likelihood of success.
The materials have been furnished on Form 8-K with the Securities
and Exchange Commission.
Frontier delivered a letter outlining the terms of its proposal and
Frontier's willingness to continue to engage in negotiations to
Spirit's Chair and Chief Executive Officer. The full text of the
letter follows:
Dear Mr. Gardner and Mr. Christie:
As has been confirmed in our discussions with you and your
advisors, both parties agree there is compelling industrial logic
to the combination of our two companies. To that end, we have
proposed to you a transaction, as previously communicated and as
attached herein. We believe this transaction generates meaningful
value for your stakeholders in excess of that generated by the plan
you currently have on file with the Bankruptcy Court.
We put forward this offer in good faith, understanding that it
generates more value for all Spirit stakeholders, including common
stockholders. We have not, however, received a specific
counterproposal but stand ready to negotiate any and all parts of
this offer after receiving a substantive response from you.
We continue to believe that under the current standalone plan,
Spirit will emerge highly levered, losing money at the operating
level, and this would not be a transaction we would pursue. As a
result, time is of the essence.
Sincerely,
Bill and Barry
Advisors
Citigroup Global Markets, Inc. is serving as financial advisor and
Latham & Watkins LLP is serving as legal counsel to Frontier.
About Spirit Airlines, Inc.
Spirit Airlines, Inc. (NYSE: SAVE) is a low-fare carrier committed
to delivering the best value in the sky by offering an enhanced
travel experience with flexible, affordable options. Spirit serves
destinations throughout the United States, Latin America and the
Caribbean with its Fit Fleet, one of the youngest and most
fuel-efficient fleets in the U.S. On the Web:
http://wwww.spirit.com/
Spirit Airlines filed Chapter 11 petition (Bankr. S.D.N.Y. Case No.
24-11988) on Nov. 18, 2024, after reaching terms of a pre arranged
plan with bondholders. At the time of the filing, Spirit Airlines
reported $1 billion to $10 billion in both assets and liabilities.
Judge Sean H. Lane oversees the case.
The Debtor tapped Davis Polk & Wardwell, LLP as legal counsel;
Alvarez & Marsal North America, LLC as financial advisor; and Epiq
Corporate Restructuring, LLC as claims agent.
Paul Hastings, LLP and Ducera Partners, LLC serve as legal counsel
for the Ad Hoc Group of Convertible Noteholders.
Akin Gump Strauss Hauer & Feld, LLP and Evercore Group LLC
represent the Ad Hoc Group of Senior Secured Noteholders.
SPIRIT AIRLINES: Rejects Frontier's Offer, To Proceed Ch. 11 Exit
-----------------------------------------------------------------
Angela Cullen of Bloomberg News reports that Spirit Airlines and
its stakeholders have concluded that Frontier's January 7, 2025
proposal would provide less value to the company's stakeholders
compared to the current plan, according to a filing.
As a result, Spirit has chosen not to delay its planned exit from
Chapter 11 and will continue with the restructuring process,
according to the report. The proposal was considered uncertain in
terms of timing and completion, and deemed unworkable, as it would
have required the NDA Parties to invest $350 million in equity,
which they were unwilling to do under the terms provided, Bloomberg
said.
About Spirit Airlines, Inc.
Spirit Airlines, Inc. (NYSE: SAVE) is a low-fare carrier committed
to delivering the best value in the sky by offering an enhanced
travel experience with flexible, affordable options. Spirit serves
destinations throughout the United States, Latin America and the
Caribbean with its Fit Fleet, one of the youngest and most
fuel-efficient fleets in the U.S. On the Web:
http://wwww.spirit.com/
Spirit Airlines filed Chapter 11 petition (Bankr. S.D.N.Y. Case
No.
24-11988) on Nov. 18, 2024, after reaching terms of a pre-arranged
plan with bondholders. At the time of the filing, Spirit Airlines
reported $1 billion to $10 billion in both assets and liabilities.
Judge Sean H. Lane oversees the case.
The Debtor tapped Davis Polk & Wardwell, LLP as legal counsel;
Alvarez & Marsal North America, LLC as financial advisor; and Epiq
Corporate Restructuring, LLC as claims agent.
Paul Hastings, LLP and Ducera Partners, LLC serve as legal counsel
for the Ad Hoc Group of Convertible Noteholders.
Akin Gump Strauss Hauer & Feld, LLP and Evercore Group LLC
represent the Ad Hoc Group of Senior Secured Noteholders.
STEWARD HEALTH: Conflict Endangers Patient Care at Sold Hospitals
-----------------------------------------------------------------
Steven Church and Dorothy Ma of Bloomberg News report that Steward
Health Care System is facing allegations of overcharging investors
for services at five Miami hospitals it sold but agreed to
temporarily manage last 2024, according to court filings from the
new owners.
The dispute centers around payments for staffing and IT services
provided by Steward. In a federal court filing on Monday,
Healthcare Systems of America argued that Steward's attempt to end
its services could put patient care at risk, according to the
report.
About Steward Health Care
Steward Health Care System LLC owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed a Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the
U.S. Bankruptcy Court for the Southern District of Texas, and the
Honorable Christopher M. Lopez oversees the proceeding.
Weil, Gotshal & Manges LLP is serving as the Company's legal
counsel. AlixPartners, LLP is providing financial advisory services
to the Company, and John Castellano of AlixPartners is serving as
the Company's Chief Restructuring Officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc. are providing investment banking services to
the Company. McDermott Will & Emery is special corporate and
regulatory counsel for the company. Kroll is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Akin Gump Strauss Hauer & Feld, LLP.
TAILORED BRANDS: S&P Upgrades ICR to 'B+' on Debt Repayment
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit ratings on specialty
apparel retailer Tailored Brands Inc. and its wholly owned
subsidiary, The Men's Wearhouse LLC, to 'B+' from 'B'.
At the same time, S&P raised its issue-level rating on the term
loan to 'BB-' from 'B' and revised the recovery rating to '2'
(70%-90% recovery; rounded estimate: 80%) from '3'.
The stable outlook reflects S&P's expectation of adjusted EBITDA
interest coverage of 5.9x, supported by consistent FOCF generation
over the next 12 months while the company continues to stabilize
its business.
The upgrade reflects the decrease in Tailored Brands' outstanding
debt, supported by FOCF generation. Tailored Brands reported $261
million in FOCF in the third quarter on a year-to-date basis, which
it used to repay $264 million of outstanding debt. This offset a
margin decline, improving adjusted leverage to the 2.2x area in the
quarter from 2.3x in the first quarter, when the company completed
a debt-funded stock repurchase. While it is a credit positive to
repay a sizable amount of debt, Tailored Brands incurred its debt
burden to fund a $750 million share repurchase, which indicates
more aggressive financial policies. S&P said, "Nonetheless, we
expect adjusted leverage will further decline to 2x in 2025 due to
voluntary prepayment and improved operating margins. In addition,
we expect adjusted interest savings from debt repayment will raise
S&P Global Ratings-adjusted EBITDA interest coverage to 5.9x this
year from our previous expectation of 5x. In our view, the coverage
more adequately reflects the company's financial risk given high
fixed charges, which includes interest expenses of $43 million this
year."
S&P said, "We forecast reported FOCF will increase to over $200
million in the fiscal year ending on Feb. 1, 2025, partially due to
better inventory management and lower capital spending. We expect
reported FOCF will decline to the $180 million-$190 million range
over the next two years as working capital inflow normalizes
following post-pandemic volatility.
"We expect revenue trends will slowly improve following a
normalization in the number of weddings. Comparable sales declined
3.7% in the third quarter of 2024 due to weak traffic and lower
average ticket, compared to a decline of 11.4% in the prior year
and 6.2% in the second quarter. Normalization in the number of
weddings since the peak in 2022 have reduced revenue. As a partial
offset, Tailored Brands has increased advertising spending and
focused on cross-selling new product categories. The company
reported an increase of 9.5% in comparable e-commerce sales in the
quarter after issues related to the rollout of the Men's Wearhouse
online platform recently dragged sales. We expect revenue will
expand slightly in 2025 due to more in-person work, the new sales
program implementation, and optimization of the e-commerce
platform. We expect revenue growth will increase to 1.3% in 2026
due to store openings, product optimization, and omnichannel
investments.
“We forecast Tailored Brands will maintain adjusted EBITDA
margins of almost 21%, supported by strategic initiatives. S&P
Global Ratings-adjusted EBITDA margin decreased to 18.6% on a
trailing-12-months basis as of the third quarter due to operating
deleveraging of fixed costs and higher supply chain and advertising
expenses. In addition, lease expenses increased due to lease
renewals and fewer rent concessions from the bankruptcy proceeding
in 2020. Nevertheless, we expect adjusted EBITDA margin will
approach 21% in 2025 due to lower promotions enabled by improved
inventory and lower compensation related to the tender offer in
2024. We believe Tailored Brands will sustain margins by expanding
private-label products and a direct sourcing model and investing in
the highly profitable rental business. While Tailored Brands
reduced exposure to merchandise sourced from China to the low-teens
percentage area during last year, we believe higher tariffs could
affect operating margins.
"Our view also considers Tailored Brands' credit profile as
holistically weaker than those of higher-rated peers given its
singular focus on the niche menswear segment, vulnerability to
discretionary consumer spending, participation in the intensely
competitive and highly volatile apparel retail segment, and
exposure to fashion risk. Additionally, we believe its owners may
seek further returns on their investment, which creates uncertainty
regarding the long-term capital structure and leverage profile. We
reflect this in a negative comparable rating analysis modifier.
"The stable outlook on Tailored Brands reflects our expectation of
adjusted EBITDA interest coverage of 5.9x, supported by consistent
FOCF over the next 12 months while the company continues to
stabilize its business."
S&P could lower the rating on Tailored Brands if:
-- S&P Global Ratings-adjusted EBITDA interest coverage falls
below 3x due to a more aggressive financial policy; or
-- The company's operating performance deteriorates, potentially
because of a significant decline in men's apparel demand, increased
promotions, or inventory challenges.
S&P could raise the rating on Tailored Brands if it:
-- Expands business operations and increases market share by
developing its omnichannel capability, strengthening its brands,
and diversifying into new product categories; and
-- Maintains S&P Global Ratings-adjusted EBITDA interest above
6x.
TGI FRIDAY'S: To Sell 15 Locations to Yadav Enterprises for $3MM
----------------------------------------------------------------
TGI Friday's Inc. and its affiliates seek permission from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to sell 15 business locations to Yadav Enterprises Inc.
and Table Turn Acquisitions, LLC. The Debtors have also agreed to
the terms of a letter of intent submitted by Sugarloaf for the
purchase of three restaurant locations.
On January 26, 2025, the Debtors entered into an asset purchase
agreement with Yadav and Table Turn for the purchase of 15
restaurant locations, contemplating a credit bid purchase price of
$3,000,000 and payment of all associated cure amounts.
An Auction was held on December 27, 2024 with respect to
substantially all of the Debtors' assets, including certain liquor
licenses. At the Auction, the Debtors designated Mera Global, LLC,
as the winning bidder and Sugarloaf Concessions, LLC, as the
back-up bidder for the assets subject to the Stalking Horse
purchase agreement.
After the Auction, the Debtors continued to engage in negotiations
with Sugarloaf and an additional bidder, Yadav, on the potential
purchase of certain of the Debtors' remaining restaurant
locations.
The Debtors have also agreed to the terms of a letter of intent
submitted by Sugarloaf for the purchase of three restaurant
locations, and the Debtors and Sugarloaf are in the process of
documenting an asset purchase agreement on terms substantially
consistent with the terms set forth in the Sugarloaf, contemplating
a purchase price of $100,000 and payment of all lease and sales tax
associated Cure Amounts.
The Debtors and their professional advisors, including Hilco,
designed the Bidding Procedures to promote a competitive and fair
bidding process to maximize value for the Debtors' estates and
their stakeholders.
Though the Auction was successful, the Debtors have continued to
pursue their goal of maximizing the value of the Assets.
To date, the Yadav Sale and the Sugarloaf Sale reflect the only
potential value for the 18 cumulative restaurant locations
contemplated therein.
The Debtors held that closing the Yadav Sale and Sugarloaf Sale are
the only avenues to save the jobs of the employees at these
restaurant locations and if the Debtors do not finalize the Yadav
Sale and the Sugarloaf Sale, the Debtors will be forced to close
these restaurant locations.
To ensure the Debtors are maximizing value for the estate, the
Debtors seek to close the Yadav Sale and Sugarloaf Sale in advance
of February 1, 2025, so that the Debtors minimize their exposure
for ongoing rent obligations.
Counsel for Yadav Kids, LLC, Table Turn, LLC and Freebird SPV LLC:
David W. Parham, Esq.
Laura M. Taveras, Esq.
AKERMAN LLP
2001 Ross Avenue, Suite 3600
Dallas, TX 75201
Telephone: (214) 720-4300
Facsimile: (214) 981-9339
Email: david.parham@akerman.com
laura.taveras@akerman.com
-- and --
Mark S. Lichtenstein, Esq.
AKERMAN LLP
1251 Avenue of the Americas
37th Floor
New York, New York, 10020
Telephone: (212) 880-3800
Facsimile: (212) 880-8965
Sugarloaf is represented by:
Steven A. Leyh, Esq.
Edward W. Engel, Esq.
Curtis W. McCreight, Esq.
Angeline V. Kell, Esq.
HOOVER SLOVACEK, LLP
Galleria Tower II
5051 Westheimer, Suite 1200
Houston, TX 77056
Tel: (713) 977-8686
Fax: (713) 977-5395
Email: leyh@hooverslovacek.com
engel@hooverslovacek.com
mccreight@hooverslovacek.com
kell@hooverslovacek.com
About TGI Friday's Inc.
TGI Friday's Inc., doing business as Wow Bao, operates a chain of
restaurants. The Company provides appetizers, sizzlings, seafood,
salads, sandwiches, entres, desserts, and non-alcoholic and
alcoholic beverages. Wow Bao serves customers in the United
States.
TGI Friday's Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-80069) on Nov. 2, 2024, listing $100,000,001 to $500 million in
both assets and liabilities.
Judge Stacey G Jernigan presides over the case.
Holland N. O'Neil, Esq. at Foley & Lardner LLP represents the
Debtor as counsel.
THINK DEVELOPMENT: Seeks Bankruptcy Protection in Georgia
---------------------------------------------------------
On January 27, 2025, Think Development Systems Inc. filed Chapter
11 protection in the U.S. Bankruptcy Court for the Northern
District of Georgia.
According to court filing, the Debtor reports between $1 million
and $10 millino in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
About Think Development Systems Inc.
Think Development Systems Inc. operates as a software solutions
provider specializing in custom programming, computer facilities
management, and consulting services. The company provides supply
chain management software solutions and IT staffing services to
government, retail, distribution, and manufacturing sectors.
Think Development Systems Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-50856) on
January 27, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $1 million and $10 million each.
The Debtor is represented by:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer LLCCentury Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
TWENTY EIGHT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Twenty Eight Hundred Lafayette, Inc.
d/b/a The Beach Plum 2 Portsmouth
d/b/a The Beach Plum 3 Epping
2800 Lafayette Road
Portsmouth, NH 03801
Business Description: The Beach Plum, established in 1992, is a
seafood restaurant with locations in Epping,
Portsmouth, Salem, and North Hampton
(seasonal), all in New Hampshire, offering
both indoor and outdoor seating. Its
menu features lobster rolls, fried seafood,
chowders, wraps, burgers, and 78 flavors of
ice cream.
Chapter 11 Petition Date: January 29, 2025
Court: United States Bankruptcy Court
New Hampshire
Case No.: 25-10046
Judge: Hon. Kimberly Bacher
Debtor's Counsel: Eleanor Wm. Dahar, Esq.
VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
20 Merrimack Street
Manchester, NH 03101
Tel: (603) 622-6595
Fax: (603) 647-8054
E-mail: vdaharpa@att.net
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Lee as president.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/X2ZN52I/Twenty_Eight_Hundred_Lafayette__nhbke-25-10046__0001.0.pdf?mcid=tGE4TAMA
UNITED HAULING: Case Summary & 19 Unsecured Creditors
-----------------------------------------------------
Debtor: United Hauling, LLC
5443 E. Skinner Dr.
Cave Creek, AZ 85331
Chapter 11 Petition Date: January 28, 2025
Court: United States Bankruptcy Court
District of Arizona
Case No.: 25-00718
Debtor's Counsel: M. Preston Gardner, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
999 Playa del Norte, Suite 510
Tempe, AZ 85288
Tel: (480) 733-6800
Fax: (480) 733-3748
E-mail: azbankruptcy@davismiles.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Leah Delozier Smith as manager.
A full-text copy of the petition, which includes a list of the
Debtor's 19 unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/ADTQEHY/UNITED_HAULING_LLC__azbke-25-00718__0001.0.pdf?mcid=tGE4TAMA
VALLEY PARK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Valley Park Elevator Inc
2900 Hwy 61 N
Valley Park, MS 39177
Chapter 11 Petition Date: January 29, 2025
Court: United States Bankruptcy Court
Southern District of Mississippi
Case No.: 25-00228
Judge: Hon. Jamie A Wilson
Debtor's Counsel: Thomas C. Rollins, Jr., Esq.
THE ROLLINS LAW FIRM, PLLC
P.O. Box 13767
Jackson, MS 39236
Tel: 601-500-5533
E-mail: trollins@therollinsfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Johnson as president.
The Debtor failed to include a list of its 20 largest unsecured
creditors in the petition.
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/W5DKCAY/Valley_Park_Elevator_Inc__mssbke-25-00228__0001.0.pdf?mcid=tGE4TAMA
VANTAGE DRILLING: S&P Affirms 'CCC+' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Vantage Drilling International Ltd. The outlook remains stable.
S&P said, "We raised our issue-level rating on Vantage Drilling
International's first lien notes to 'B' from 'B-' and revised our
recovery rating to '1' (rounded estimate: 95%) from '2' reflecting
the partial debt redemption.
"The stable outlook reflects our expectation that the Tungsten
Explorer will be sold in the third quarter of 2025, with the
company using proceeds to fully redeem the remaining secured debt.
We anticipate Vantage we will continue with a debt free capital
structure as it shifts focus to a managed service business model.
"We raised the Issue-level rating to 'B' from 'B-' on the partial
debt redemption. Following the sale of its remaining jackups to
ADES, a Saudi Arabia-based offshore drilling company, in the fourth
quarter 2024, Vantage used proceeds of about $185 million to
partially redeem the $200 million first-lien notes due 2028. As
part of the transaction, the company also issued $50 million of
tack-on debt to provide liquidity as it completes necessary
upgrades and maintenance on the Tungsten Explorer drillship ahead
of its planned sale later in 2025. We consider $65 million of
first-lien notes in our recovery analysis, reflecting the debt
transactions, along with the proposed sale of the Tungsten
Explorer. Our '1' recovery rating reflects our expectation for very
high (90%-100%; 95% rounded estimate) recovery under our
hypothetical default scenario."
The company's reduced scale and shift to a managed services focus
constrains the rating. In January 2025, Vantage announced a signed
definitive agreement to sell one of its two remaining drillships,
the Tungsten Explorer, to a JV with TotalEnergies (A+/Stable/A-1)
for $265 million, consisting of $199 million of cash and a 25%
equity stake ($66 million). Under the terms of the indenture
governing the first-lien notes, Vantage will be required to use the
cash proceeds to redeem its outstanding $65 million first-lien
notes due 2028 at par, at which point the company will have a debt
free capital structure. S&P said, "We expect the transaction to
close in the third quarter of 2025, once the Tungsten Explorer
completes its current contract with Total offshore West Africa. We
estimate a portion of the remaining proceeds of $134 million to go
toward shareholder returns or acquisitions."
S&P said, "Following the close of the sale, the company will own
and operate only one drillship, the Platinum Explorer (currently
off-contract) and we expect a material portion of the gross margin
contribution will now come from its managed services business
primarily consisting of a three-year contract to manage the two
jackups sold to ADES and a 10-year contract to manage the Tungsten
Explorer post-sale. Using S&P's assumptions, we forecast S&P
adjusted EBITDA of about $30 million in 2024, negative $35 million
in 2025 as it transitions to the managed services business,
improving to $7 million in 2026 on higher assumed utilization from
the Platinum Explorer. In our view, the modest scale of the company
and lower barriers to entry for managed services makes the company
particularly dependent on favorable demand conditions for offshore
oil and gas.
"We continue to assess Vantage's liquidity as less than adequate.
The company had a cash balance of $51 million as of Sept. 2024, and
we expect its sources to cover its uses by more than 1.2x over the
next twelve months, inclusive of the tack-on debt issuance and
contracted asset sale. However, we view the small scale as leaving
Vantage exposed to low-probability, high-impact operational
disruptions while the Tungsten Explorer completes its current
contract offshore in West Africa. We expect to evaluate liquidity
at the close of the announced asset sale.
"The stable outlook reflects our expectation that the Tungsten
Explorer will meet the conditions precedent of the recently
executed definitive agreement, including necessary upgrades and
conclusion of its current campaign with TotalEnergies in West
Africa, to close on the asset sale in the third quarter of 2025. We
expect Vantage will use proceeds to fully redeem the remaining $65
million of secured debt. Subsequent the sale of most of its fixed
assets over the past few years, we anticipate Vantage we will
continue with a debt free capital structure as it shifts focus to a
Managed Service business model."
S&P could lower the rating within the next 12 months if:
-- Offshore activity weakens, likely due to a sustained pull-back
in crude oil prices, and the company is unable to secure a new
contract on the Platinum Explorer at favorable rates, or
-- Liquidity deteriorates materially beyond S&P's expectations,
most likely related to unexpected operational disruptions, changes
in the terms of the proposed asset sale, or an aggressive
shareholder return program.
S&P could raise the rating if the company significantly improves
its scale, most likely through mergers and acquisitions, and keeps
FFO to debt above 12% and debt to EBITDA well below 5x, while
generating positive free cash flow for a sustained period.
VERMILION ENERGY: S&P Rates New US$400MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to Calgary-based crude oil and natural gas
exploration and production company Vermilion Energy Inc.'s proposed
US$400 million senior unsecured notes due 2033. The '2' recovery
rating indicates its expectation for substantial (70%-90%; rounded
estimate: 85%) recovery of principal for creditors in the event of
a payment default. The proposed notes will rank pari passu with the
company's US$400 million of outstanding 6.875% senior unsecured
notes due 2030. S&P's 'B+' issuer credit rating and stable outlook
on Vermilion are unchanged.
Vermilion intends to use the net proceeds from these notes to repay
its US$277 million of 5.625% senior unsecured notes prior to, or
at, their March 2025 maturity and to fund a portion of its recently
announced C$1.075 billion all-cash acquisition of Westbrick Energy
Ltd. S&P expects the Westbrick Energy transaction will close in the
first quarter of 2025.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's recovery analysis values the company on a going-concern
basis using a reserve multiple approach that applies a range of
distressed fixed prices to its proved reserves. Proved reserves are
as of Dec. 31, 2023, and are pro forma to include proved reserves
being acquired in the Westbrick Energy acquisition.
-- S&P's hypothetical default scenario takes place in 2028 and
contemplates sustained low commodity prices consistent with the
conditions of past defaults in the sector.
-- S&P assumes the C$1.8 billion revolving credit facility
(including the C$450 million term loan A accordion feature) is 85%
drawn in the default year.
-- The recovery analysis assumes that in a hypothetical bankruptcy
scenario the secured lenders are fully covered, with the remaining
value available to the unsecured noteholders.
Simulated default assumptions
-- Simulated year of default: 2028
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): US$2.3
billion
-- Secured first-lien debt and priority claims: US$1.156 billion
--Recovery expectations: Not applicable
-- Senior unsecured debt and pari passu claims: US$828 million
--Recovery expectations: Capped at 70%-90% (rounded estimate:
85%)
Note: All debt amounts include six months of prepetition interest.
S&P caps its recovery ratings on the debt of companies it rates in
the 'B' category and lower at '2' to reflect the likelihood they
will issue additional priority or pari passu debt on the path to
default.
VIAD CORP: Moody's Withdraws 'B2' CFR Following Debt Repayment
--------------------------------------------------------------
Moody's Ratings withdrew all of Viad Corp's ratings, including the
corporate family rating, the B2-PD probability of default rating,
the rating on the senior secured first lien bank credit facility
due 2028, and the outlook. Prior to the withdrawal, the ratings
were under review for upgrade. Moody's also withdrew the
speculative grade liquidity rating ("SGL") SGL-3. This action
follows the repayment of the company's rated debt using proceeds
from the sale of its GES business.
RATINGS RATIONALE
Moody's have withdrawn the ratings due to the repayment and
termination of the credit facility maturing in 2028. Viad sold its
GES business to Truelink Capital for $535 million and used the
proceeds from the sale to repay the rated debt.
Viad (NYSE: VVI), headquartered in Scottsdale, AZ, is a global
leader in the attractions and hospitality market, as well as the
live events industry. Historically, the company had two distinct
business segments: Pursuit and GES. Pursuit is a collection of
travel experiences that includes recreational attractions, unique
hotels and lodges, food and beverage services, retail, sightseeing,
and ground transportation. The GES segment was a global exhibition
services and experiential marketing company. In January 2024, Viad
completed the sale of its GES segment and transformed into Pursuit,
a pure-play attractions and hospitality company, with a new NYSE
common stock ticker under "PRSU".
VYRIPHARM BIOPHARMACEUTICALS: Commences Subchapter V Bankruptcy
---------------------------------------------------------------
On January 27, 2025, Vyripharm Biopharmaceuticals Inc. filed
Chapter 11 protection in the U.S. Bankruptcy Court for
the Southern District of Texas.
According to court filing, the Debtor reports between $50,000 and
$100,000 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
About Vyripharm Biopharmaceuticals Inc.
Vyripharm Biopharmaceuticals Inc. is a leading
biopharmaceutical/biotechnology innovator in personalized
medicine.
Vyripharm Biopharmaceuticals Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-30395) on
January 27, 2025. In its petition, the Debtor reports estimated
assets up to $50,000 and estimated liabilities between $50,000 and
$100,000.
Honorable Bankruptcy Judge Jeffrey P. Norman handles the case.
The Debtor is represented by:
Susan Tran Adams, Esq.
Tran Singh LLP
2502 La Branch Street
Houston, TX 77004
Phone: 832-975-7300
Fax: 832-975-7301
WELLPATH HOLDINGS: Cavazos Hendricks Represents Wade and Angelo
---------------------------------------------------------------
The law firm of Cavazos Hendricks Poirot, P.C. filed a verified
statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 case of Wellpath
Holdings Inc., the firm represents:
1. The Estate of Abby Angelo; Kristie Angelo, as Personal
Representative of the Estate of Abby
Angelo; and K.L., a minor, by and through his grandmother,
Kristie Angelo
c/o RATHOD | MOHAMEDBHAI LLC
2701 Lawrence Street,
Suite 100
Denver, CO 80205
* Constitutional violations, wrongful death, and personal injury
claims
2. Marisa Wade
c/o RATHOD | MOHAMEDBHAI LLC
2701 Lawrence Street,
Suite 100
Denver, CO 80205
* Constitutional violations, and personal injury claims
Cavazos Hendricks Poirot, P.C. was contacted by Matthew Cron of
Rathod Mohamedbhai LLC to represent their clients as bankruptcy
counsel in the Wellpath Holdings, Inc. bankruptcy proceeding.
Specifically, Wade and Angelo each have lawsuits filed in the
United States District Court for the District of Colorado against
affiliated Debtor, Wellpath LLC, et al., that were pending as of
November 11, 2024. Wade and Angelo's claims are unliquidated,
unsecured claims.
The law firm can be reached at:
Anne Elizabeth Burns, Esq.
CAVAZOS HENDRICKS POIROT, P.C.
Suite 570, Founders Square
900 Jackson Street
Dallas, TX 75202
Direct Dial: (214) 573-7343
Email: aburns@chfirm.com
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.
WELLPATH HOLDINGS: To Revise Bankruptcy Plan Proposal
-----------------------------------------------------
Randi Love of Bloomberg Law reports that Wellpath Holdings Inc.,
the bankrupt prison healthcare provider, is revising its
restructuring plan in light of objections from junior creditors.
A spokesperson for the company confirmed on Tuesday, January 28,
2025, that the amended documents, including updated plan
disclosures, will differ significantly from the current proposal.
The revised plan is expected to be filed within the next few
weeks.
A hearing to review the plan disclosures is set for February 18.
The private equity-backed company filed for bankruptcy in November
and submitted its initial restructuring proposal, which included
options for a sale or alternative restructuring, in December 2024.
About Wellpath Holdings, Inc.
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.
WILSON CREEK: WC Hydraulics Out as Committee Member
---------------------------------------------------
The U.S. Trustee for Region 3 disclosed in a notice that as of Jan.
24, these creditors are the remaining members of the official
committee of unsecured creditors in the Chapter 11 cases of Wilson
Creek Energy, LLC and affiliates:
1. Tijon Company, Inc.
Mr. David Kostryk
110 Entry Road
Aultman, PA 15713
dkostryk@tijonusa.com
Tel: (724) 388-1247
2. Joy Global Underground Mining, LLC
Ms. Kelly Smith
220 Simko Boulevard
Charleroi, PA 15022
kelly.smith@global.komatsu
Tel: (724) 873-4375
3. Hallaton, Inc.
Mr. Todd Harman
1206 Sparks Road
Sparks, MD 21152
tharman@hallaton.com
Tel: 443-212-1600
WC Hydraulics, LLC was previously identified as member of the
creditors committee. Its name no longer appears in the new
notice.
About Wilson Creek Energy
Through their U.S.-based operating subsidiaries, Wilson Creek
Energy, LLC and its affiliates supply premium-quality metallurgical
coal, an essential ingredient in steel production. The Debtors'
core business involves the mining, production and supply of
premium-quality metallurgical coal, which is sold to both domestic
and international steel and coke producers. The sources of the
Debtors' metallurgical coal include (i) coal that the Debtors
produce, and (ii) coal that the Debtors purchase from third
parties, which they then enhance through value-added services such
as storing, washing, blending, and loading, making the coal
suitable for sale.
The Debtors' headquarter is located in Friedens, Somerset County,
Pa. All the Debtors' physical assets, mining operations and
employees are based in Somerset County, Pa., and Garrett County,
Md.
Wilson Creek Energy and 10 affiliates filed Chapter 11 petitions
(Bankr. W.D.PA Lead Case No. 25-70001) on January 6, 2025. At the
time of the filing, Wilson Creek Energy reported $50 million to
$100 million in assets and $10 million to $50 million in
liabilities.
Judge Jeffery A. Deller presides over the cases.
The Debtors tapped Raines Feldman Littrell, LLP as bankruptcy
counsel; Stikeman Elliott, LLP as Canadian insolvency counsel; BDO
USA as financial advisor and consultant; and
PricewaterhouseCoopers, LLP as Canadian information officer. Omni
Agent Solutions, Inc. serves as the Debtors' claims and noticing
agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
WINDTREE THERAPEUTICS: Offers to Lower Pref. Stock Conversion Price
-------------------------------------------------------------------
Windtree Therapeutics, Inc. filed a Form 8-K with the Securities
and Exchange Commission to disclose that it contacted all holders
of the Company's Series C Convertible Preferred Stock, par value
$0.001, and notified them that the Company has decided to offer to
reduce the Conversion Price (as defined in the Series C Certificate
of Designation) of each share of Series C Preferred Stock to
$0.1608 pursuant to the Certificate of Designations of Rights and
Preferences of Series C Convertible Preferred Stock of Windtree
Therapeutics, Inc. filed with the Secretary of State of the State
of Delaware on July 19, 2024. In exchange for signing the
conversion notice with the reduced Conversion Price offered by the
Company, the holder of Series C Preferred Stock and the Company
agreed to certain forbearance terms for claims arising up to and
through April 30, 2025, under the Securities Purchase Agreements
entered into on or about July 18, 2024 and on or about July 26,
2024, as applicable, the Registration Rights Agreements entered
into on or about July 20, 2024 and on or about July 26, 2025, as
applicable, the Warrants entered into on July 20, 2024, and all
other transaction documents entered into with respect to the Series
C Preferred Stock. The Conversion Notice stated that it must be
signed by the holder and returned to the Company no later than 5:00
p.m. Eastern Time on Jan. 31, 2025. There is no guarantee that any
or all of the holders of the Series C Preferred Stock will accept
this offer.
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. The Company's portfolio of product
candidates includes: (a) istaroxime, a Phase 2 candidate that
inhibits the sodium-potassium ATPase and also activates sarco
endoplasmic reticulum Ca2+ -ATPase 2a, or SERCA2a, for acute heart
failure and associated cardiogenic shock; preclinical SERCA2a
activators for heart failure; rostafuroxin for the treatment of
hypertension in patients with a specific genetic profile; and a
preclinical atypical protein kinase C iota, or aPKCi, inhibitor
(topical and oral formulations), being developed for potential
application in rare and broad oncology indications. The Company
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.
The Company's net loss was $20.3 million and $39.2 million,
respectively, for the years ended Dec. 31, 2023 and 2022. As of
Sept. 30, 2024, the Company had an accumulated deficit of $848.8
million.
"Our future success is dependent on our ability to fund and develop
our product candidates, and ultimately upon our ability to attain
profitable operations. We have devoted substantially all of our
financial resources and efforts to research and development expense
and general and administrative expense to support such research and
development. Net losses and negative cash flows have had, and will
continue to have, an adverse effect on our stockholders' equity and
working capital, and accordingly, our ability to execute our future
operating plans," Windtree stated in its Quarterly Report for the
period ended Sept. 30, 2024.
WORKSPORT LTD: Reports Unaudited Q4 2024 Revenue of $2.9 Million
----------------------------------------------------------------
Worksport Ltd. announced unaudited top-line revenues of
approximately $2,900,000 for Q4 2024, marking a significant
improvement from $839,000 in Q4 2023. This strong performance
pushes Worksport's year-end revenues to approximately $8,500,000,
beating the Company's previously announced guidance range of $6–8
million for 2024.
Margin Growth and Profitability Outlook:
In December 2024 alone, the unaudited margins jumped 166% from Q3,
reaching 21.1%. Gross margins in Q4 2024 reflect a significant
improvement over Q3 2024, increasing by 55% overall. The Company
believes this successful – and continued growth of margins to
have a material impact on its outlook and performance. The growth
underscored the ongoing success of Worksport's strategic Made in
America initiatives, shifting towards higher-value, branded product
lines, and boosting operational efficiencies. By phasing out
lower-margin private label offerings and focusing on its
Worksport-branded products, the Company expects these enhanced
margins to accelerate its path toward sustainable profitability.
The Company forecasts further quarterly margin increases,
especially towards the second half of the year.
Laying the Groundwork for 2025:
Looking ahead, Worksport projects continued revenue growth in 2025,
targeting over $20 million in tonneau cover sales. In addition,
further growth is expected via:
1. Strategic Partnerships: The Company expects new alliances
to broaden its market reach and reinforce brand recognition.
2. Upcoming Flagship Products: Worksport plans to release the
SOLIS solar tonneau cover and the COR mobile power system in 2025,
tapping additional clean-tech markets.
3. Growing Dealer Network: B2C and B2B sales channels are
positioned to expand rapidly, capitalizing on rising consumer
demand for innovative automotive accessories. The AL4, shipping in
Jan 2025 is expected to drive growth in this front.
Management Commentary
"We are extremely proud of our Q4 2024 performance, which drove our
full-year revenues to about $8.5 million--with exceptional margin
growth," said Steven Rossi, Chief Executive Officer of Worksport
Ltd. "The remarkable success of our Worksport-branded B2C and B2B
sales programs, along with our strategic pivot away from
lower-margin private label products – betting on ourselves -
underscores our vision for sustainable growth. We believe 2025 will
be a defining year, supported by new product releases, continued
revenue expansion, and our pursuit of cash flow positivity.
About Worksport Ltd.
West Seneca, N.Y.-based Worksport Ltd., through its subsidiaries,
designs, develops, manufactures, and owns intellectual property on
a portfolio of tonneau cover, solar integration, portable power
station, and NP (Non-Parasitic), Hydrogen-based green energy
products and solutions for the automotive aftermarket accessories,
power storage, residential heating, and electric vehicle-charging
industries.
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. As of March 31, 2024, the Company
had $3,536,980 in cash and cash equivalents. The Company has
generated only limited revenues and has relied primarily upon
capital generated from public and private offerings of its
securities. Since the Company's acquisition of Worksport in fiscal
year 2014, it has never generated a profit.
As of September 30, 2024, Worksport had $24,939,158 in total
assets, $8,576,083 in total liabilities, and $16,363,075 in total
shareholders' equity.
XPLR INFRASTRUCTURE: S&P Affirms 'BB' ICR, Alters Outlook to Neg.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on XPLR
Infrastructure L.P. (XIFR). S&P also affirmed its 'BB' ratings on
XPLR Infrastructure Operating Partners L.P.'s (XIFR OpCo.)
unsecured debt (about $4.0 billion). S&P also revised the outlook
to negative.
S&P revised the recovery rating on XIFR OpCo.'s unsecured debt to
'4' from '3', reflecting its expectation for average recovery in
the event of a default.
NextEra Energy Partners L.P. (NEP) announced a name change to XPLR
Infrastructure L.P. (XIFR), effective Jan. 23, 2025, and will start
trading as XIFR effective Feb. 3, 2025.
The company announced a 100% distribution cut, with surplus cash
flow being retained for general corporate purposes but
predominantly reserved toward settlements of its convertible equity
portfolio financing (CEPF) obligations.
The outlook includes not only XIFR's higher leverage, as reflected
in its S&P Global Ratings-adjusted debt to EBITDA averaging 7.25x
over the next two years, but also execution risks in 2025
pertaining to the settlement of the 2019 KKR CEPF with ongoing cash
flow and retained cash, refinancing of near-term maturities, and
the completion of the Meade pipeline asset sale.
The distribution cut is supportive of XIFR's credit but also
underscores the debt-like features of CEPFs.
As S&P has noted before, XIFR's historic aggressive growth and
attendant financial policy have detracted from its credit quality.
S&P viewed the initial two CEPF issuances as consistent with
balanced growth given the company's relatively smaller asset
footprint and equity float as of 2018. The CEPF vehicle helped time
the issuance of equity with the growth in its cash flow such that
the company's distributions rate grew at a measured fashion.
However, the continued pursuit of an aggressive 12% distribution
growth became the salient credit weakness because it made the
company pursue the CEPF vehicle aggressively, exposing XIFR to
extraneous market environment risks.
With a significant increase in interest rates since February 2022
that has also influenced its unit share price, XIFR is now
materially changing its strategy from a growth vehicle to a capital
allocation-based vehicle. With no distributions, issuing equity is
credit accretive to XIFR regardless of the prevailing unit price.
S&P said, "While we recognize XIFR has the option of issuing
equity, we impute debt on the balance sheet because these
settlements can also come from cash."
S&P said, "However, we give net debt credit for cash accumulated
through the preservation of retained cash available for
distribution (CAFD). Analytically, this results in the addback of
future CEPF settlements as debt imputations, offset by the
accumulation of cash retained to address the settlements as and
when they come due.
"We imputed about $2.9 billion of debt obligations over and above
the existing $4.0 billion of balance sheet debt. While this is a
substantial increase in debt in our base case, we previously
imputed about 50% debt to CEPFs that were issued when XIFR's common
unit price was high in our downside analysis." With these
adjustments, XIFR's S&P Global Ratings-adjusted debt to EBITDA
increases to about 7.5x in 2025--and is firmly in the highly
leveraged financial category--but as a result of cessation of
distributions preserve cash flows, its discretionary cash flow to
S&P Global Ratings-adjusted debt will be 8%-10%, offsetting, to an
extent, the higher leverage.
If XIFR eventually settles 50% of these obligations (for example)
with cash and equity each, its S&P Global Ratings-adjusted debt to
EBITDA would be 6.0x in the outer years of our forecasts.
In S&P's analysis, it also assumed, based on its assessment of
residual equity in the portfolio assets, XIFR will make economic
decisions, such as choosing to flip CEPFs to the joint-venture
partner in the portfolios where it has little to no equity
remaining, instead of settling the outstanding CEPF balances.
S&P views XIFR's business risk as stronger than peers.
S&P's business risk profile assessment of XIFR is strong,
reflecting its extremely contracted revenue stream with highly
rated counterparties and a scale that has grown both geographically
and technologically.
XIFR's geographic presence has grown to 31 states in 2024 from one
state as of its IPO in 2014. Its renewables portfolio is diverse,
with a mix of solar, wind, and battery storage assets, and has
grown to about 9.8 gigawatts (GW) of renewable energy generation
from less than 1 GW of installed generation in 2014, 274 megawatts
(MW) of paired storage, and 0.7 billion cubic feet (bcf) of
pipeline capacity (39.2% interest in a 1.7 bcf pipeline).
The company is now among the top 10 renewable generators in the
world, producing about 33 terawatt hours annually. XIFR has a
weighted-average remaining contract life of 13 years, with about 79
different offtakers, and its renewables portfolio has none to
limited exposure to commodity price fluctuations.
The company's revenue streams are contracted with mostly
investment-grade offtakers. Of note, its highly contracted
renewables focus remains a strong competitive advantage relative to
merchant-exposed peers with primarily thermal generation. XIFR also
continues to expand its presence in the battery storage segment,
which further diversifies the portfolio.
S&P sees recent executive orders as broadly unfavorable for the
sector because they could slow renewable developments.
Still, the recent executive order pausing disbursements of funds
under the Inflation Reduction Act (IRA) do not revoke tax credits.
The investment and production tax credits for renewables are still
legally intact because Congress established them.
Also, XIFR has only a few MW of wind located on federal land and
none of those projects are in its current expected repowering
program. Moreover, for most of the MW the company expects to
repower in 2025, the applicable federal permits are already in
hand.
Wind resource risk contributes to much of XIFR's CFAD and EBITDA
variability.
Following the sale of its natural gas pipelines, XIFR will become a
renewables pure play. The biggest drivers in its cash flow
variability are wind and solar resources and conditions. XIFR's
wind assets have historically performed at production levels of
P(50)-P(75), which we incorporated into our base case.
S&P said, "We estimate CFAD from wind projects is now about 61.5%,
up from 52% before the sale of the STX pipeline. While we expect
XIFR's wind and solar assets to continue to perform at high
availability levels, wind resources have varied and performed
particularly weakly in 2019 and 2023. A roughly 1% decline in
resource translates into a $12 million-$14 million decrease on its
S&P Global Ratings-adjusted EBITDA. We estimate wind generation
variability accounted for about a $50 million CAFD impact in
2023."
Overcoming a slow start in 2024 and a weak third quarter (93% of
expected resource), wind resources are about 98% of P(50)
expectations for 2024, but this volatility also underscores the
variable nature of this resource.
XIFR has access to a wide pipeline of assets; however, S&P expects
its growth to be tempered.
XIFR benefits from NextEra Energy Resources (NEER) operating its
renewable portfolio, providing XIFR with access to NEER's scale and
top-decile operating cost performance. The company continues to
have a strong track record of wind and solar operation and
maintenance (O&M) cost performance, with costs that remain in the
top decile even after incorporating recent increases in wind O&M
costs pertaining to older assets.
For the existing fleet, there are opportunities through wind
repowerings. XIFR indicated it has identified about 1.6 GW of wind
facilities. Specifically, there are near-term organic growth
opportunities with about 1.3 GW of repowering of its wind
portfolio. These are the only major growth capital opportunities
that S&P expects the company to undertake through 2026, mainly via
nonrecourse financings. No further growth is reflected in its
forecasts.
S&P's analysis excludes nonrecourse debt financing, an analytical
treatment that we continually assess.
S&P said, "We view nonrecourse financing as an avenue for companies
in the renewable segment to finance some of their investments.
However, the mere fact that a financing is nonrecourse does not
imply it is automatically deconsolidated. We evaluate nonrecourse
financings on their individual merits, factoring in aspects like
residual equity value, the importance of the assets to the business
strategy, or influential investors who can extract terms to their
benefit. We assess this treatment on an ongoing basis for each
nonrecourse financing, including our analytical treatment for new
nonrecourse financings.
"Importantly, we note there is only a limited capacity for
nonrecourse financings. The higher the use of nonrecourse
financing, the greater is the structural subordination of the
holding company's unsecured debt. We underscore that due to
nonrecourse financings (in a distressed scenario, residual value
often gets trapped at projects) and CEPF obligations (that take
priority value distribution from portfolio assets), the recovery
score on XIFR OpCo.'s unsecured debt in our distressed analysis is
40%-45%. Were this to decline to 30%, we would notch down the
unsecured debt at XIFR OpCo. by one notch to reflect structural
subordination.
"In our assessment of XIFR, we deconsolidated several nonrecourse
financings and included only distributions from these projects in
its financial numbers. For instance, we deconsolidate the Meade
pipeline's debt because we view it as nonstrategic to XIFR (it
announced the sale of this asset in 2025). As a result, we consider
it both nonrecourse and nonstrategic. Among the other nonrecourse
financings, we do not view Coram, Indigo Plains, and
Whiptail-Montezuma as large enough portfolios to be strategic.
"While XIFR Renewables II (formerly NEP Renewables II) is a
relatively large portfolio, we have given it nonrecourse treatment
because we do not see meaningful residual value after distributing
value to the project-level debt. We note about $1.2 billion of
nonrecourse debt will remain outstanding even after the Meade
pipeline is sold, relative to the roughly $4 billion of on-balance
sheet debt. Nonrecourse debt for repowerings will be incremental to
this amount."
The negative outlook reflects not only XIFR's higher leverage in
the near term but also execution risks of the successful settlement
of the 2019 KKR CEPF with ongoing cash flow and retained cash and
the completion of the Meade pipeline sale. XIFR also has
refinancings ($600 million in 2025 and $1 billion in 2026). This
represents a meaningful exposure to credit market conditions
because its balance sheet debt costs are materially cheaper
relative to current rates.
S&P said, "We will monitor whether any potential overhang from the
distribution cuts limits XIFR from accessing credit markets in a
cost-effective way. We expect the negative outlook will remain at
least until 2026 as XIFR executes on its strategic plans."
From a financial ratio perspective, while expect XIFR's S&P Global
Ratings-adjusted debt to EBITDA to rise to about 7.25x in 2025, it
is offset by discretionary cash flow to S&P Global Ratings-adjusted
debt ratios of 8%-9% from the retention of distributable CAFD for
reducing debt liabilities.
S&P said, "We will lower the ratings if we believe XIFR's S&P
Global Ratings-adjusted leverage will remain above 7.0x on a
sustained basis or its S&P Global Ratings-adjusted discretionary
cash flow to debt falls below 6.5%. A downgrade may result from
significantly lower cash flows from the company's projects because
of poor operating performance and resource risk or higher borrowing
costs. This could also occur if we include more debt imputations
for CEPF settlements, or if we believe the company will support its
nonrecourse financings that could result in incremental debt
amounts in our ratio calculations.
"We expect to maintain the negative outlook until at least 2026. We
could revise the outlook to stable if XIFR improves its S&P Global
Ratings-adjusted debt to EBITDA below 6.5x and continues to retain
cash flow consistent with its capital allocation strategy that we
assess as adequate to address the outer-year CEPFs. We expect this
will either require discretionary cash flow and S&P Global
Ratings-adjusted debt to be maintained at about 8%-10%, or it
becomes evident that the unit price is recovering and the company
remains committed to issuing equity units against its CEPF
obligations."
YELLOW CORP: Creditors Want to End Chapter 11 Exclusive Control
---------------------------------------------------------------
Ben Zigterman of Law360 reports that on January 28, 2025, the
official committee of unsecured creditors in Yellow Corp.'s
bankruptcy case filed a motion to revoke the company's exclusive
right to submit a Chapter 11 plan or, alternatively, to convert the
case into a Chapter 7 liquidation.
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.
[*] Christopher Mangin Joins Paul Hastings to Bolster REIT Platform
-------------------------------------------------------------------
Further strengthening its cross-practice real estate investment
trust (REIT) platform, Paul Hastings LLP announced on January 29,
2025, that Christopher Mangin, Jr., has joined the firm as partner
in its Washington, D.C., office.
Chambers Band 1-ranked for REITs: Tax and recommended by Legal 500
in US Real Estate, Mangin is a nationally recognized authority on
REIT taxation, real estate funds and real estate partnerships. His
clients have included Bluerock Homes Trust, Highwoods Properties,
NorthStar Realty Finance, TPG RE Finance Trust and WPT Industrial
Real Estate Investment Trust.
"Chris adds critical tax expertise as we continue strengthening our
cross-practice REIT platform and enhance our integrated approach
across capital markets, public company advisory, M&A and real
estate to serve public REIT clients at every stage of the REIT life
cycle," said firm Chair Frank Lopez. "We remain focused on bringing
in premier talent to serve our clients in their most
business-critical transactions and positioning the firm to gain
further market share of top-of-market matters."
Mangin represents REITs, real estate companies and private equity
sponsors in IPOs, mergers and acquisitions, real estate fund
formation, qualified opportunity zone funds, joint ventures,
take-private transactions, spin-offs, dispositions,
recapitalizations and issues relating to foreign investment in U.S.
real estate. He joins from Vinson & Elkins LLP, where he served as
co-head of the REIT/corporate real estate practice.
Mangin's arrival follows the addition last October of star capital
markets partners Scott Chase and Kerry Johnson, market leaders who
were involved, individually or together, in all REIT IPOs that
closed in 2024, including the largest REIT IPO in history, Lineage,
which closed at $5.1 billion.
"Paul Hastings has an incredible trajectory and the addition of
Scott and Kerry was impossible to ignore as a lawyer working in the
REIT market," said Mangin. "I eagerly look forward to collaborating
with them to provide top-tier service to the firm's premier
clients."
Paul Hastings' REIT practice combines capital markets and public
company experience with a market-leading real estate platform that
advises clients on virtually all transactions, including M&A, joint
venture, finance, and hospitality for clients such as Apollo,
Barclays, Blackstone, BMO Capital Markets, Capital One, Eagle
Hospitality REIT, KKR, J.P. Morgan, Morgan Stanley, Nuveen,
Oaktree, Related Fund Management, Starwood Property Trust and Wells
Fargo Securities.
About Paul Hastings
With widely recognized elite teams in finance, mergers &
acquisitions, private equity, restructuring and special situations,
litigation, employment, and real estate, Paul Hastings is a premier
law firm providing intellectual capital and superior execution
globally to the world's leading investment banks, asset managers,
and corporations. For more information, visit www.paulhastings.com.
[*] Finestone, Tecce to Lead Quinn Emanuel's Bankruptcy Group
-------------------------------------------------------------
Quinn Emanuel Urquhart & Sullivan, LLP, the global litigation
powerhouse, announced on Jan. 27, 2025, the formation of its
Special Situations Group, a dynamic and interdisciplinary practice
group created to meet the needs of companies, equity sponsors, and
creditors seeking a better understanding of real-world litigation
scenarios, as well as practical solutions and guidance in making
informed decisions. Susheel Kirpalani, founder and former head of
the firm's Bankruptcy and Restructuring Group, will lead the newly
established team. James C. Tecce and Benjamin I. Finestone will
assume leadership of the firm's Bankruptcy and Restructuring
Group.
The Special Situations Group will counsel clients when crisis and
uncertainty from specific events, macro-economic conditions, or
other non-operational challenges create novel risks or
opportunities for companies and investors. The new group will draw
from Quinn Emanuel's preeminent restructuring, securities, M&A,
general commercial, and appellate litigation practices to support
transactional firms and their clients in providing advice, often
before business and financial challenges develop into disputes.
Kirpalani brings unmatched experience and insight to this new role.
His reputation for creativity and advocacy in creditors' rights is
highlighted by his roles in landmark cases such as Enron Corp. and
Refco Group Ltd. His notable representations include serving as the
Court-appointed examiner and mediator in Dynegy, representing
statutory creditors' committees in RadioShack, SemCrude, and
Sentinel, and acting as conflicts counsel to estate fiduciaries in
Voyager Digital, J. Crew, and Lehman Brothers, among others.
Kirpalani has extensive experience in international insolvencies,
including leading engagements for Fisker Automotive's auction and
litigation, for OGX, OSX, and OAS in the U.S. aspects of their
Brazil judicial recovery proceedings, and for the Joint Liquidators
of the Kingate Global and Euro Funds in the SIPC proceeding against
Bernard L. Madoff's defunct firm.
"I am excited to lead this initiative and support our clients in
assessing and navigating novel risks--an area I have dedicated my
career to," said Kirpalani. "When we started the bankruptcy
practice, few felt that a litigation-only firm could be relevant in
what had traditionally been a practice area reserved for
transactional firms. But I felt then that there was a market-place
need for us, and I feel the same way with special situations. For
example, Quinn Emanuel has extensive experience litigating all
facets of liability management exercises and providing
behind-the-scenes strategic counsel as the market continues to
adapt to new norms. Our talented team brings lessons from the front
lines to deliver for our clients."
"Susheel is one of a handful of elite restructuring lawyers. His
deep understanding of restructuring and crisis management
challenges makes him uniquely suited to lead the Special Situations
Group," said Michael B. Carlinsky, Global Co-Managing Partner and
Head of Complex Litigation at Quinn Emanuel. "From representing
parties in numerous first-ever situations, like Enron, Lehman, and
Puerto Rico, to defending corporate decisions made on the eve of
the Great Recession, in the wake of the global pandemic, and in the
face of regulatory pressure on the crypto industry, his wealth of
experience will drive the success of this new practice group."
Anna Deknatel, Benjamin I. Finestone, Daniel Holzman, Anil
Makhijani, Victor Noskov, Andrew J. Rossman, Matthew Scheck, and
James C. Tecce will join Kirpalani as part of Quinn Emanuel's
Special Situations Group.
Quinn Emanuel is a 1000+ lawyer business litigation firm--the
largest in the world devoted solely to business litigation and
arbitration with 36 global office locations. Surveys of major
companies around the world have named it the "most feared" law firm
in the world three times. Firm lawyers have tried over 2,500 cases,
winning 86% of them. When representing defendants, Quinn Emanuel's
trial experience gets better settlements or defense verdicts. When
representing plaintiffs, Quinn Emanuel lawyers have won nearly $80
billion in judgments and settlements. Quinn Emanuel has also
obtained seven nine-figure jury verdicts, four 10-figure jury
verdicts, 51 nine-figure settlements, and 20 10-figure
settlements.
Quinn Emanuel has been named the No. 1 "most feared" law firm by
The BTI Consulting Group three times in its annual "Most Feared Law
Firms in Litigation" guide, in which in-house counsel named 46
firms they "want to steer clear of" when it comes to litigation.
The American Lawyer named Quinn Emanuel the top IP litigation firm
in the U.S. and the firm as one of the top six commercial
litigation firms in the country. The UK legal periodical, The
Lawyer named us "International Firm of the Year." Law360 has most
recently selected us as having Securities and Cyber Security &
Privacy "Practice Groups of the Year." Managing IP twice recognized
us as having the "Best ITC Litigation Practice" and honored us with
the "Patent Contentious West" award. Legal Business has named us
"US Law Firm of the Year" three times, and our German offices have
twice been named both "IP Litigation Firm of the Year" and "Patent
Litigation Firm of the Year" by JUVE, Germany's most prestigious
legal publication. Global Investigations Review, a leading legal
periodical covering global white-collar investigations, named us
the "Most Impressive Investigations Practice of the Year." Global
Arbitration Review named us one of the top 10 best arbitration
practices in the world. Global Competition Review named our
antitrust and competition practice among the "25 Global Elite," and
has included us in their list of the world's top 10 competition
litigation practices.
[*] Milmoe Joins Lawdragon "Hall of Fame" for Bankruptcy Career
---------------------------------------------------------------
J. Gregory Milmoe, a Restructuring & Bankruptcy shareholder in
global law firm Greenberg Traurig, LLP's Boston and New York
offices, was named to the 2025 Lawdragon 'Hall of Fame' list for
his bankruptcy work.
According to the publication, Hall of Fame inductees must have a
long and impactful career of service to the legal profession. Their
contributions have shaped the law and the legal profession in
significant ways. This prestigious honor is a testament to Milmoe's
exceptional contributions to the practice of law, and the
bankruptcy and restructuring field. The full list of honorees is
available here.
Milmoe has experience on a broad range of corporate matters,
including in-court and out-of-court restructurings, exchange
offers, hostile and negotiated mergers and acquisitions, leveraged
buyouts, and corporate financings including initial and secondary
public offerings and transactions involving real estate investment
trusts. Milmoe draws on this experience to help fashion pragmatic,
sometimes novel strategies for approaching his clients' complex
problems, often incorporating and adapting techniques from various
legal disciplines. He has helped devise and refine many innovative
restructuring techniques which have now become standard operating
procedure.
About Greenberg Traurig's Restructuring & Bankruptcy Practice:
Greenberg Traurig's internationally recognized Restructuring &
Bankruptcy Practice provides clients with deep insight and
knowledge acquired over decades of advisory transaction and
litigation experience. The team has a broad and diverse range of
experience developing creative and effective solutions to the
highly complex issues that arise in connection with in- and
out-of-court reorganizations, restructurings, workouts,
liquidations, and distressed acquisitions and sales. Using a
multidisciplinary approach, the firm's vast resources and
invaluable business network, the team helps companies navigate
challenging times and address the full range of issues that can
arise in the course of their own restructurings or dealings with
other companies in distress.
About Greenberg Traurig's Boston Office: Celebrating 25 years of
legal excellence, Greenberg Traurig's Boston office is home to more
than 90 attorneys practicing in the areas of banking and finance,
corporate, emerging technology, energy, environmental, gaming,
governmental affairs, intellectual property, labor and employment,
life sciences and medical technology, litigation, public finance,
real estate, restructuring and bankruptcy, tax, and white collar
defense and investigations. An important contributor to the firm's
international platform, the Boston office includes a team of
nationally recognized attorneys with both public and private sector
experience. Working collaboratively with the firm's global network,
the Boston team collectively offers clients decades of experience
advising on complex legal matters and providing hands-on knowledge
of the local business community.
About Greenberg Traurig: Greenberg Traurig, LLP has more than 2750
attorneys in 48 locations in the United States, Europe and the
Middle East, Latin America, and Asia. The firm is a 2024 BTI
"Leading Edge Law Firm" for delivering on client expectations for
the future and is consistently among the top firms on the Am Law
Global 100 and NLJ 500. Greenberg Traurig is Mansfield Rule
Certified Plus by The Diversity Lab. The firm is recognized for
powering its U.S. offices with 100% renewable energy as certified
by the Center for Resource Solutions Green-e(R) Energy program and
is a member of the U.S. EPA's Green Power Partnership Program. The
firm is known for its philanthropic giving, innovation, diversity,
and pro bono. Web: http://www.gtlaw.com.
[*] Survey Shows Debt Settlement Gains Popularity Over Bankruptcy
-----------------------------------------------------------------
According to a Debt.com survey, debt settlement is gaining traction
as a favored option for debt relief. The survey participated by
1,144 Americans found that 89% of respondents are aware of debt
settlement, with 58% considering it an effective solution --
outpacing the 49% who believe bankruptcy is helpful.
"Thanks to new regulations and industry standards, reputable
companies have transformed debt settlement into a sought-after
solution," says Howard Dvorkin, CPA and Chairman of Debt.com. "It's
now both powerful and reputable."
The survey findings reveal a shift in attitudes toward debt
settlement. Thirty percent of respondents used debt settlement to
resolve debts, compared to 44% who filed bankruptcy leaving 20% who
opted for a debt management program. This research highlights that
many consumers prefer debt settlement because it allows them to
negotiate with creditors to pay back a portion of what they owe,
often without an attorney or legal filing.
"These critical findings emphasize that debt resolution is becoming
a go-to option for consumers overwhelmed by debt," says Denise
Dunckel Morse, CEO of the American Association for Debt Resolution.
"As many continue to struggle under the weight of inflation and
other pervasive economic factors, our industry has continued to
prioritize their well-being, with strong, transparent standards for
providers."
Key findings:
-- 49% of all respondents know debt settlement can cut their debt
by 30-50% including 52% of Millennials and 50% of Gen Z
-- 79% think Bankruptcy will do more damage to their credit than
debt settlement
-- 44% know credit scores don't impact the ability to pursue debt
settlement
"Consumers are looking for relief that doesn't involve the
complexity and long-term impact of bankruptcy," said Don Silvestri,
President of Debt.com. "In regions like the Mid-Atlantic, where
high home prices stretch budgets, debt settlement is becoming a
go-to option."
Silvestri noted that the Mid-Atlantic states, which have some of
the highest living costs in the nation, account for the majority of
debt settlement inquiries. "When expenses are high, more people
turn to options like debt settlement to keep their financial
situation manageable," he said.
Silvestri added that Debt.com has seen a surge in consumer interest
in debt settlement over the past decade. "When we started 11 years
ago, we had to explain what debt settlement was and why it might be
a good fit," he said. "Now, people are coming to us already
informed and asking for help."
Morse of the American Association for Debt Resolution says,
"Consumers nationwide should have access to the tools that are
right for their unique financial position which are proven to be
effective solutions."
The expectation is that the popularity of debt settlement will keep
growing as more Americans look for alternatives to handle rising
personal debt. Debt.com's Debt Settlement White Paper, released
this month, further explores the trends and evolving attitudes
toward debt settlement as a practical solution in the current
economic environment.
About Debt.com
Debt.com is a leading provider of financial education and debt
relief solutions, helping Americans find the path to financial
stability. Through expert guidance, educational resources, and
personalized counseling, Debt.com empowers people to tackle debt
challenges and build a brighter future.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Rancho Fresco Turlock Inc.
Bankr. E.D. Cal. Case No. 25-90029
Chapter 11 Petition filed January 21, 2025
See
https://www.pacermonitor.com/view/HUYLMRQ/Rancho_Fresco_Turlock_Inc__caebke-25-90029__0001.0.pdf?mcid=tGE4TAMA
represented by: David C. Johnston, Esq.
DAVID C. JOHNSTON
E-mail: david@johnstonbusinesslaw.com
In re Rancho Hospitality Group LLC
Bankr. N.D. Cal. Case No. 25-50075
Chapter 11 Petition filed January 21, 2025
See
https://www.pacermonitor.com/view/YG6XVBA/Rancho_Hospitality_Group_LLC__canbke-25-50075__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Feeney Enterprises, Inc.
Bankr. S.D. Fla. Case No. 25-10570
Chapter 11 Petition filed January 21, 2025
See
https://www.pacermonitor.com/view/OPD72ZI/Feeney_Enterprises_Inc__flsbke-25-10570__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian K. McMahon, Esq.
BRIAN K. MCMAHON, PA
E-mail: briankmcmahon@gmail.com
In re Sabana Rentals II LLC
Bankr. S.D. Fla. Case No. 25-10573
Chapter 11 Petition filed January 21, 2025
See
https://www.pacermonitor.com/view/HKUGEPQ/Sabana_Rentals_II_LLC__flsbke-25-10573__0006.0.pdf?mcid=tGE4TAMA
represented by: Erik Wesoloski, Esq.
WESOLOSKI CARLSON, P.A.
E-mail: ew@wesoloskicarlson.com
In re Armin Dirk Van Damme
Bankr. D. Nev. Case No. 25-10329
Chapter 11 Petition filed January 21, 2025
In re Charles Allen Swanson
Bankr. W.D. Okla. Case No. 25-10166
Chapter 11 Petition filed January 21, 2025
represented by: Amanda R. Blackwood, Esq.
In re Jason Paul Wiley
Bankr. M.D. Tenn. Case No. 25-00251
Chapter 11 Petition filed January 21, 2025
represented by: Keith Slocum, Esq.
In re Kristina Lynn Fleutsch
Bankr. E.D. Cal. Case No. 25-20257
Chapter 11 Petition filed January 22, 2025
In re Joseph Edmund Flores Jr.
Bankr. D. Conn. Case No. 25-50056
Chapter 11 Petition filed January 22, 2025
In re Raymond D Chin
Bankr. M.D. Fla. Case No. 25-00187
Chapter 11 Petition filed January 22, 2025
represented by: Thomas Adam, Esq.
In re Vera Restaurant Inc.
Bankr. S.D. Fla. Case No. 25-10623
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/THWN4QQ/Vera_Restaurant_Inc__flsbke-25-10623__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Bonnie Alexandra Grullon-Cooper
Bankr. N.D. Ga. Case No. 25-50696
Chapter 11 Petition filed January 22, 2025
represented by: William A. Rountree, Esq.
ROUNTREE LEITMAN KLEIN & GEER, LLC
In re Todd William Miller
Bankr. N.D. Ga. Case No. 25-50665
Chapter 11 Petition filed January 22, 2025
represented by: William Rountree, Esq.
In re Numale Corporation
Bankr. D. Nev. Case No. 25-10341
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/6X5ZA2I/NUMALE_CORPORATION__nvbke-25-10341__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Riggi, Esq.
RIGGI LAW FIRM
E-mail: riggilaw@gmail.com
In re Numale Colorado SC
Bankr. D. Nev. Case No. 25-10344
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/GDQC5BY/NUMALE_COLORADO_SC__nvbke-25-10344__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Riggi, Esq.
RIGGI LAW FIRM
E-mail: riggilaw@gmail.com
In re Numale Florida TB PLLC
Bankr. D. Nev. Case No. 25-10345
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/GN3WBLY/NUMALE_FLORIDA_TB_PLLC__nvbke-25-10345__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Riggi, Esq.
RIGGI LAW FIRM
E-mail: riggilaw@gmail.com
In re Numale New Mexico SC
Bankr. D. Nev. Case No. 25-10347
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/OZESKII/NUMALE_NEW_MEXICO_SC__nvbke-25-10347__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Riggi, Esq.
RIGGI LAW FIRM
E-mail: riggilaw@gmail.com
In re Numale Nebraska LLC
Bankr. D. Nev. Case No. 25-10346
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/O5PGNAY/NUMALE_NEBRASKA_LLC__nvbke-25-10346__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Riggi, Esq.
RIGGI LAW FIRM
E-mail: riggilaw@gmail.com
In re Numedical SC
Bankr. D. Nev. Case No. 25-10343
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/S2PJ4WI/NUMEDICAL_SC__nvbke-25-10343__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Riggi, Esq.
RIGGI LAW FIRM
E-mail: riggilaw@gmail.com
In re Feliciano Numale Nevada PLLC
Bankr. D. Nev. Case No. 25-10342
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/S67APIA/FELICIANO_NUMALE_NEVADA_PLLC__nvbke-25-10342__0001.0.pdf?mcid=tGE4TAMA
represented by: David A. Riggi, Esq.
RIGGI LAW FIRM
E-mail: riggilaw@gmail.com
In re Peter F. Reilly Storage Inc.
Bankr. S.D.N.Y. Case No. 25-10096
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/GD6YGSA/Peter_F_Reilly_Storage_Inc__nysbke-25-10096__0001.0.pdf?mcid=tGE4TAMA
represented by: Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD &
STEVENS, LLP
E-mail: tklestadt@klestadt.com
In re Cynthia Yadira Peraza
Bankr. M.D. Pa. Case No. 25-00260
Chapter 11 Petition filed January 22, 2025
represented by: Jay Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ, PLLC
In re Loretta A. Gephart
Bankr. W.D. Pa. Case No. 25-20156
Chapter 11 Petition filed January 22, 2025
represented by: Christopher Frye, Esq.
In re A.B.O.D.E. Treatment, Inc.
Bankr. N.D. Tex. Case No. 25-40241
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/H2V4JJA/ABODE_Treatment_Inc__txnbke-25-40241__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin S. Wiley, Sr., Esq.
WILEY LAW GROUP, PLLC
E-mail: kwiley@wileylawgroup.com
In re McClatchie Tree, LLC
Bankr. E.D. Va. Case No. 25-30240
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/44VOF3I/McClatchie_Tree_LLC__vaebke-25-30240__0001.0.pdf?mcid=tGE4TAMA
represented by: Lynn L. Tavenner, Esq.
TAVENNER & BERAN, PLC
E-mail: ltavenner@tb-lawfirm.com
In re Belly Rubs Pet Care, LLC
Bankr. E.D. Va. Case No. 25-10145
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/ZGXD7FA/Belly_Rubs_Pet_Care_LLC__vaebke-25-10145__0001.0.pdf?mcid=tGE4TAMA
represented by: James P. Campbell, Esq.
CAMPBELL FLANNERY, P.C.
E-mail: jcampbell@campbellflannery.com
In re McClatchie Property Management, LLC
Bankr. E.D. Va. Case No. 25-30237
Chapter 11 Petition filed January 22, 2025
See
https://www.pacermonitor.com/view/4SEH6LQ/McClatchie_Property_Management__vaebke-25-30237__0001.0.pdf?mcid=tGE4TAMA
represented by: Lynn L. Tavenner, Esq.
TAVENNER & BERAN, PLC
E-mail: ltavenner@tb-lawfirm.com
In re AmeriBuild Company
Bankr. D. Colo. Case No. 25-10352
Chapter 11 Petition filed January 23, 2025
See
https://www.pacermonitor.com/view/MZOGMXA/AmeriBuild_Company__cobke-25-10352__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Trucking Dynamics Corporation
Bankr. M.D. Fla. Case No. 25-00400
Chapter 11 Petition filed January 23, 2025
See
https://www.pacermonitor.com/view/JGK6AUA/Trucking_Dynamics_Corporation__flmbke-25-00400__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re Janet Marie Neita
Bankr. S.D. Fla. Case No. 25-10668
Chapter 11 Petition filed January 23, 2025
represented by: Susan Lasky, Esq.
In re Fritz-Laure Dubuisson
Bankr. D. Mass. Case No. 25-10110
Chapter 11 Petition filed January 23, 2025
In re 296 East 98th Inc.
Bankr. E.D.N.Y. Case No. 25-40326
Chapter 11 Petition filed January 23, 2025
See
https://www.pacermonitor.com/view/DTA4MNY/296_East_98th_Inc__nyebke-25-40326__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Carlenia Stacey Edwards
Bankr. E.D.N.Y. Case No. 25-40324
Chapter 11 Petition filed January 23, 2025
represented by: Narissa Joseph, Esq.
In re PIJ Hospitality LLC
Bankr. S.D.N.Y. Case No. 25-10102
Chapter 11 Petition filed January 23, 2025
See
https://www.pacermonitor.com/view/NC2HXAQ/PIJ_HOSPITALITY_LLC__nysbke-25-10102__0001.0.pdf?mcid=tGE4TAMA
represented by: Gabriel Del Virginia, Esq.
LAW OFFICE OF GABRIEL DEL VIRGINIA
E-mail: gabriel.delvirginia@verizon.net
In re Trainset's Effects, LLC
Bankr. W.D.N.C. Case No. 25-40009
Chapter 11 Petition filed January 23, 2025
See
https://www.pacermonitor.com/view/3D4I7TI/Trainsets_Effects_LLC__ncwbke-25-40009__0001.0.pdf?mcid=tGE4TAMA
represented by: R. Keith Johnson, Esq.
LAW OFFICES OF R. KEITH JOHNSON, P.A.
E-mail: paralegal@kjattorney.com
In re David G. James and Angela M. James
Bankr. W.D. Pa. Case No. 25-20160
Chapter 11 Petition filed January 23, 2025
represented by: Christopher Frye, Esq.
In re Aaron Joel Goss and Brandee Kay Goss
Bankr. E.D. Tenn. Case No. 25-30130
Chapter 11 Petition filed January 23, 2025
represented by: Brenda Brooks, Esq.
In re Truett Bryan Akin, IV
Bankr. S.D. Tex. Case No. 25-30360
Chapter 11 Petition filed January 23, 2025
represented by: Richard Fuqua, Esq.
In re Ethan C Sasz
Bankr. D. Ariz. Case No. 25-00626
Chapter 11 Petition filed January 24, 2025
represented by: Patrick Keery, Esq.
KEERY MCCUE, PLLC
In re Magic Car Rental Inc.
Bankr. C.D. Cal. Case No. 25-10123
Chapter 11 Petition filed January 24, 2025
See
https://www.pacermonitor.com/view/AIVEN4Y/Magic_Car_Rental_Inc__cacbke-25-10123__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Christian Theodore Jensen
Bankr. D. Hawaii Case No. 25-00060
Chapter 11 Petition filed January 24, 2025
In re Brian Wayne Buttry and Dana Michele Buttry
Bankr. W.D. Mo. Case No. 25-60042
Chapter 11 Petition filed January 24, 2025
represented by: Bradley McCormack, Esq.
THE SADER LAW FIRM
In re Cozy Nest Homes, LLC
Bankr. E.D.N.Y. Case No. 25-70314
Chapter 11 Petition filed January 24, 2025
See
https://www.pacermonitor.com/view/2UODHOY/Cozy_Nest_Homes_LLC__nyebke-25-70314__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Corbett Buildings and Holdings, LLC
Bankr. S.D.N.Y. Case No. 25-35073
Chapter 11 Petition filed January 24, 2025
See
https://www.pacermonitor.com/view/L7WIQBQ/Corbett_Buildings_and_Holdings__nysbke-25-35073__0001.0.pdf?mcid=tGE4TAMA
represented by: Michelle L. Trier, Esq.
GENOVA, MALIN & TRIER, LLP
In re Randy Rollner
Bankr. S.D.N.Y. Case No. 25-10112
Chapter 11 Petition filed January 24, 2025
represented by: Julio Portilla, Esq.
In re Royal Realty by TLM, LLC
Bankr. W.D. Pa. Case No. 25-20186
Chapter 11 Petition filed January 24, 2025
See
https://www.pacermonitor.com/view/4ARA6QY/Royal_Realty_by_TLM_LLC__pawbke-25-20186__0001.0.pdf?mcid=tGE4TAMA
represented by: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
E-mail: dcalaiaro@c-vlaw.com
In re Sumpter Tract, LLC
Bankr. W.D. Tenn. Case No. 25-20404
Chapter 11 Petition filed January 24, 2025
See
https://www.pacermonitor.com/view/FCRWV2I/Sumpter_Tract_LLC__tnwbke-25-20404__0001.0.pdf?mcid=tGE4TAMA
represented by: Ted I. Jones, Esq.
JONES & GARRETT LAW FIRM,
AN ASSOCIATION OF ATTORNEYS
In re Sean Bradford Masterson
Bankr. W.D. Wash. Case No. 25-10181
Chapter 11 Petition filed January 24, 2025
In re 166 Washington LLC
Bankr. S.D.N.Y. Case No. 25-10117
Chapter 11 Petition filed January 26, 2025
See
https://www.pacermonitor.com/view/JXLYUVI/166_Washington_LLC__nysbke-25-10117__0001.0.pdf?mcid=tGE4TAMA
represented by: Julio E. Portilla, Esq.
JULIO E. PORTILLA
E-mail: jp@julioportillalaw.com
In re Eugenio Alfredo Gonzalez
Bankr. C.D. Cal. Case No. 25-10593
Chapter 11 Petition filed January 27, 2025
represented by: Leslie Cohen, Esq.
In re One Hour House Solutions, LLC
Bankr. M.D. Fla. Case No. 25-00488
Chapter 11 Petition filed January 27, 2025
See
https://www.pacermonitor.com/view/BT23OKQ/One_Hour_House_Solutions_LLC__flmbke-25-00488__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Daniel Joseph Texeira
Bankr. E.D.N.Y. Case No. 25-40420
Chapter 11 Petition filed January 28, 2025
In re 854 Madison LLC
Bankr. S.D.N.Y. Case No. 25-10131
Chapter 11 Petition filed January 27, 2025
See
https://www.pacermonitor.com/view/I35SC4A/854_Madison_LLC__nysbke-25-10131__0001.0.pdf?mcid=tGE4TAMA
represented by: Julio E. Portilla, Esq.
JULIO E. PORTILLA
E-mail: jp@julioportillalaw.com
In re Nelly Nadirashvili
Bankr. E.D. Pa. Case No. 25-10324
Chapter 11 Petition filed January 27, 2025
represented by: Alla Kachan, Esq.
In re Carl L. Hanford
Bankr. W.D. Pa. Case No. 25-20189
Chapter 11 Petition filed January 27, 2025
represented by: Donald Calaiaro, Esq.
In re ANK Properties, Inc.
Bankr. W.D. Tenn. Case No. 25-20445
Chapter 11 Petition filed January 27, 2025
See
https://www.pacermonitor.com/view/EPCTNXI/ANK_Properties_Inc__tnwbke-25-20445__0001.0.pdf?mcid=tGE4TAMA
represented by: Ted I. Jones, Esq.
JONES & GARRETT LAW FIRM,
AN ASSOCIATION OF ATTORNEYS
In re Vyripharm Biopharmaceuticals, Inc.
Bankr. S.D. Tex. Case No. 25-30395
Chapter 11 Petition filed January 27, 2025
See
https://www.pacermonitor.com/view/AS24FBI/Vyripharm_Biopharmaceuticals_Inc__txsbke-25-30395__0001.0.pdf?mcid=tGE4TAMA
represented by: Susan Tran Adams, Esq.
TRAN SINGH, LLP
E-mail: stran@ts-llp.com
In re Kumar Dhas and Mallika Dhas
Bankr. D. Ariz. Case No. 25-00709
Chapter 11 Petition filed January 28, 2025
represented by: Karen Bentley, Esq.
GUIDANT LAW FIRM, PLC
E-mail: karen.bentley@guidant.law
In re Horizon Ranches, LLC
Bankr. E.D. Cal. Case No. 25-20340
Chapter 11 Petition filed January 28, 2025
See
https://www.pacermonitor.com/view/ZRUXRDI/Horizon_Ranches_LLC__caebke-25-20340__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Sara Hagos
Bankr. N.D. Cal. Case No. 25-40135
Chapter 11 Petition filed January 28, 2025
In re Haroon Ihsan Sulehria
Bankr. D. Colo. Case No. 25-10420
Chapter 11 Petition filed January 28, 2025
In re Bison JKR, LLC
Bankr. S.D. Fla. Case No. 25-10900
Chapter 11 Petition filed January 28, 2025
See
https://www.pacermonitor.com/view/CYHOBEA/Bison_JKR_LLC__flsbke-25-10900__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Debra E Lyons
Bankr. D.N.M. Case No. 25-10084
Chapter 11 Petition filed January 28, 2025
In re The French Quarter Inc.
Bankr. W.D.N.Y. Case No. 25-20070
Chapter 11 Petition filed January 28, 2025
See
https://www.pacermonitor.com/view/MZTI2RY/The_French_Quarter_Inc__nywbke-25-20070__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Kurt A Miller and Dawn L. Miller
Bankr. W.D. Wisc. Case No. 25-10178
Chapter 11 Petition filed January 28, 2025
represented by: Kristin Sederholm, Esq.
KREKELER LAW, S.C.
In re Derrick Daniel Albright and Chasity Michele Albright
Bankr. D. Utah Case No. 25-20429
Chapter 11 Petition filed January 28, 2025
represented by: Geoffrey Chesnut, Esq.
RED ROCK LEGAL SERVICES, P.L.L.C.
*********
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 2025. 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 single-user TCR subscription rate is $1,400 for six months
or $2,350 for twelve 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 per
half-year or $50 annually. For subscription information, contact
Peter A. Chapman at 215-945-7000.
*** End of Transmission ***